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): January 6, 2004 (December 17, 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.) 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 January 6, 2004, Trinity Learning Corporation issued a press release announcing settlement of its litigation with CBL Global Corporation and other related parties. A copy of the press release is attached hereto and incorporated herein by this reference. Item 7. Financial Statements and Exhibits. Exhibits 10.1 Settlement Agreement dated December 17, 2003 99.1 Press Release dated January 6, 2004 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: January 6, 2004 By: /s/ Douglas Cole --------------------------------------- Douglas Cole, Chief Executive Officer