Washington, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                  Commission File Number: 0-8924

(Check one):  [ ] Form 10-K  [ ] Form 20-F  [ ] Form 11-K  [X] Form 10-Q
              [ ] Form N-SAR  [ ] Form N-CSR

     For Period Ended:  September 30, 2004

     [ ]  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 Instructions (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:


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 reason described in reasonable detail in Part III of this
        |      form could not be eliminated without unreasonable effort or
        |      expense;
        | (b)  The subject annual report, semi-annual report, transition report
        |      on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
   [X]  |      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, 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.


State below in reasonable detail why Form 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the transition report or portion thereof, could not be filed within the
prescribed time period. (Attach extra sheets if needed)

      The Registrant has experienced a delay in completing its audit for the
      fiscal year ended June 30, 2004 due to a change in auditors and a change
      in accounting treatment of certain items. Consequently, the Registrant has
      also experienced a delay in completing its interim financial statements
      for the quarter ended September 30, 2004 within the prescribed time


(1)  Name and telephone number of person to contact in regard to this

                   Cris Larson                     (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 answer is no,
     identify report(s).

                                                                  [ ] Yes [X] No

      The Registrant's annual report on Form 10-KSB was due to be filed in
      September 2004. The Registrant anticipates filing this report in the very
      near future.


(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

                                                                  [ ] 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.

Date: November 15, 2004                    By:    /s/ Douglas D. Cole
                                                  Douglas D. Cole
                                                  Chief Executive Officer