U.S. SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

                 Quarterly Report under Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

                For the Quarterly Period Ended December 31, 2005

                           Commission File No. 0-8924

                          TRINITY LEARNING CORPORATION
        (Exact name of small business issuer as specified in its charter)

                   UTAH
     (State or other jurisdiction of                73-0981865
      incorporation or organization)     (IRS Employer Identification No.)


               4101 International Parkway, Carrollton, Texas 75007
                     (Address of principal executive offices)

                                 (972) 309-4000
                           (Issuer's telephone number)


Check  whether the issuer (1) filed all reports required to be filed by sections
13  or  15(d)  of  the  Exchange  Act during the past 12 months (or such shorter
period  that  the  issuer  was  required to file such reports), and (2) has been
subject  to  such  filing  requirements  for  the  past 90 days.  Yes [X] No [ ]


Indicate  by check mark whether the registrant is a shell company (as defined in
Rule  12b-2  of  the  Exchange  Act).   Yes  [  ]   No  [x]





As  of  February 8, 2006, 40,678,013 shares of the issuer's Common Stock, no par
value  per  share,  were  outstanding.

                                       1
<PAGE>

                  TRINITY LEARNING CORPORATION AND SUBSIDIARIES

Throughout  this report, we refer to Trinity Learning Corporation, together with
its  subsidiaries,  as  "we,"  "us,"  "our company," "Trinity" or "the Company."

THIS  FORM  10-QSB  FOR  THE  SIX  MONTHS  ENDED  DECEMBER  31,  2005,  CONTAINS
FORWARD-LOOKING STATEMENTS, INCLUDING STATEMENTS ABOUT THE CONTINUED STRENGTH OF
OUR  BUSINESS  AND  OPPORTUNITIES  FOR  FUTURE  GROWTH.  IN  SOME CASES, YOU CAN
IDENTIFY  FORWARD-LOOKING  STATEMENTS  BY  TERMINOLOGY  SUCH  AS  "MAY", "WILL",
"SHOULD",  "EXPECT",  "PLAN",  "INTEND",  "ANTICIPATE",  "BELIEVE",  "ESTIMATE",
"PREDICT",  "POTENTIAL"  OR  "CONTINUE",  THE  NEGATIVE  OF  SUCH TERMS OR OTHER
COMPARABLE  TERMINOLOGY. WE BELIEVE THAT OUR EXPECTATIONS ARE REASONABLE AND ARE
BASED  ON  REASONABLE  ASSUMPTIONS.  HOWEVER, SUCH FORWARD-LOOKING STATEMENTS BY
THEIR  NATURE  INVOLVE  RISKS  AND  UNCERTAINTIES.

WE  CAUTION  THAT  A  VARIETY  OF  FACTORS,  INCLUDING  BUT  NOT  LIMITED TO THE
FOLLOWING,  COULD  CAUSE OUR BUSINESS AND FINANCIAL RESULTS TO DIFFER MATERIALLY
FROM THOSE EXPRESSED OR IMPLIED IN FORWARD-LOOKING STATEMENTS:  DETERIORATION IN
CURRENT  ECONOMIC CONDITIONS; OUR ABILITY TO PURSUE BUSINESS STRATEGIES; PRICING
PRESSURES;  CHANGES  IN  THE  REGULATORY ENVIRONMENT; OUR ABILITY TO ATTRACT AND
RETAIN  QUALIFIED  PROFESSIONALS; INDUSTRY COMPETITION; CHANGES IN INTERNATIONAL
TRADE;  MONETARY  AND  FISCAL  POLICIES;  OUR  ABILITY  TO  INTEGRATE  FUTURE
ACQUISITIONS  SUCCESSFULLY;  AND  OTHER  FACTORS  DISCUSSED  MORE  FULLY  IN
MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION AND RESULTS OF
OPERATIONS  AND  RISK  FACTORS  BELOW,  AS WELL AS IN OTHER REPORTS SUBSEQUENTLY
FILED  FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION.  WE ASSUME
NO  OBLIGATION  TO  UPDATE  ANY  FORWARD-LOOKING  STATEMENTS.

                                       2
<PAGE>

<TABLE>
<CAPTION>
<S>     <C>
PART I.FINANCIAL INFORMATION

  Item 1. Consolidated Financial Statements
        Consolidated Balance Sheets December 31, 2005 (Unaudited) and June 30, 2005 (Audited).
        Consolidated Statements of Operations and Comprehensive Loss Three and Six Months Ended December 31, 2005
        and 2004. (Unaudited)
        Consolidated Statements of Cash Flows Six Months Ended December 31, 2005 and 2004 (Unaudited)

  Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

  Item 3.Controls and Procedures

PART II.OTHER INFORMATION

  Item 1.Legal Proceedings

  Item 2.Unregistered Sales of Equity Securities and Use of Proceeds

  Item 3.Defaults upon Senior Securities

  Item 4.Submission of Matters to a Vote of Security Holders

  Item 5.  Other Information

  Item 6.Exhibits
</TABLE>

                                       3
<PAGE>

PART I
       FINANCIAL INFORMATION
ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

<TABLE>
                 Trinity Learning Corporation and Subsidiaries
                          Consolidated Balance Sheets
<CAPTION>
                                                                      December 31,     June 30,
                                                                          2005           2005
                                                                      -------------  -------------
                                                                       (Unaudited)     (Audited)
                                                                      -------------  -------------
<S>                                                                   <C>            <C>
                            Assets
Current Assets
  Cash and Cash Equivalents                                           $  1,447,247   $    752,261
  Accounts Receivable                                                    5,687,730      3,540,415
  Inventory                                                              1,511,073      1,632,750
  Prepaid Expense and Other Current Assets                               1,810,751      1,160,272
                                                                      -------------  -------------
    Total Current Assets                                                10,456,801      7,085,698

Equity Investment in and Advances to Associated Companies                        -              -
Property & Equipment, net                                                5,530,103      5,876,999
Goodwill                                                                         -              -
Intangible Assets, net                                                           -
Program Inventory, net                                                   4,157,993      5,133,334
Restricted Cash                                                             17,756      5,091,670
Other Assets, net                                                          210,982        197,888
                                                                      -------------  -------------
    Total Assets                                                      $ 20,373,635   $ 23,385,589
                                                                      =============  =============

Liabilities and Stockholders' Equity
  Current Liabilities
  Accounts Payable$5,500,518$3,134,406
  Accounts Payable - Related Parties
  Accrued Expenses3,126,2521,625,901
  Interest Payable                                                              -          23,379
  Deferred Revenue                                                       5,319,178      4,042,842
  Capital Lease-Current                                                  1,156,724      1,115,666
  Notes Payable - Current                                                  155,742        663,446
  Notes Payable - Related Parties                                          346,676      1,023,087
                                                                      -------------  -------------
    Total Current Liabilities                                           15,605,090     11,628,727
                                                                      -------------  -------------

  Obligations under Capital Leases                                      12,654,108     13,242,920
  Notes Payable4,868,0141,586,655
  Notes Payable - Related Parties                                                -         20,000
  Equity Investment in Associated Company                                  500,000        500,000
  Other Long-Term Liabilities                                               13,592          7,554
                                                                      -------------  -------------
    Long Term Liabilities                                               18,035,714     15,357,129
                                                                      -------------  -------------

    Total Liabilities                                                   33,640,804     26,985,856
                                                                      -------------  -------------
Minority Interest                                                          309,210        287,061
                                                                      -------------  -------------
Contingently Redeemable Equity                                           2,210,000      2,510,000
                                                                      -------------  -------------
Stockholders' (Deficit) Equity
  Preferred Stock, 10,000,000 Shares Authorized at No Par Value,
  No Shares Issued and Outstanding                                               -              -
  Common Stock, 100,000,000 Shares Authorized at No Par Value,
  37,719,889 and 31,040,143 shares Issued and Outstanding in December,
  2005 and June 2004, Respectively                                      32,497,128     32,000,792
  Accumulated Deficit                                                  (48,321,856)   (38,266,018)
  Deferred Financial Advisor Fees                                                -       (142,920)
  Other Comprehensive Gain (Loss)                                           38,349         10,818
                                                                      -------------  -------------
    Total Stockholders' Equity                                         (15,786,379)    (6,397,328)
                                                                      -------------  -------------
    Total Liabilities and Stockholders' Equity                        $ 20,373.635   $ 23,385,589
                                                                      =============  =============
<FN>
See accompanying notes to the consolidated financial statements.
</TABLE>
                                       4
<PAGE>

<TABLE>
                          Trinity Learning Corporation
                      Consolidated Statement of Operations
<CAPTION>
                                                                         For Three Months Ended        For Six Months Ended
                                                                              December 31                   December 31
                                                                          2005            2004          2005            2004
                                                                              (Unaudited)                   (Unaudited)
                                                                      -------------  -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>            <C>
Revenue
  Sales Revenue                                                       $  8,675,748   $    907,643   $ 14,024,505   $  1,810,497
  Cost of Sales                                                         (2,184,869)       (37,430)    (2,735,342)      (218,335)
                                                                      -------------  -------------  -------------  -------------
    Gross Profit                                                         6,490,879        870,213     11,289,163      1,592,162

Expense
  Salaries & Benefits                                                    3,826,685        967,567      9,337,498      1,856,869
  Professional Fees                                                        719,259        102,356      1,085,473        398,943
  Professional Fees - Related Parties                                            -              -              -              -
  Selling, General & Administrative                                      2,780,675        639,407      7,143,011      1,128,569
  Depreciation & Amortization                                              171,075         33,389        312,481         81,351
                                                                      -------------  -------------  -------------  -------------
    Total Expenses                                                       7,497,694      1,742,719     17,878,463      3,465,732

Loss from Operations                                                    (1,006,815)       872,506     (6,589,300)    (1,873,570)

Other Expense
  Interest, net                                                          2,087,174        442,361      2,581,754        672,064
  Equity Losses and Impairment of Investment in Associated Companies             -        590,554              -      1,239,055
  Debt Conversion                                                         (672,247)       153,178      1,314,064        160,372
  Impairment of Intangible Assets                                                -              -              -              -
  (Gain) Loss on Sale of Assets                                             (1,000)             -         (1,000)             -

  Foreign Currency Gain (Loss)                                                 (91)         2,216            184          2,216
                                                                      -------------  -------------  -------------  -------------

    Total Other Expense                                                  1,413,836     (1,188,309)     3,895,002      2,073,707
                                                                      -------------  -------------  -------------  -------------
Minority Interest                                                                -         22,232        (10,801)        47,108
                                                                      -------------  -------------  -------------  -------------
Loss Before Taxes                                                       (2,420,651)    (2,038,583)   (10,495,103)    (3,900,169)

Income Taxes                                                                     -              -              -              -
                                                                      -------------  -------------  -------------  -------------
  Total Income Tax Expense                                                       -              -              -              -
                                                                      -------------  -------------  -------------  -------------
    Net Loss                                                            (2,420,651)    (2,038,583)   (10,495,103)    (3,900,169)
                                                                      -------------  -------------  -------------  -------------
    Net Loss Per Share - Basic and Diluted                                   (0.06)         (0.07)         (0.26)         (0.13)
                                                                      -------------  -------------  -------------  -------------
    Weighted Average Shares Outstanding                                 40,018,013    (31,282,043)    40,018,013     30,894,443
                                                                      -------------  -------------  -------------  -------------

A summary of the components of other comprehensive loss for the three and six months ended December 31, 2005 and 2004 follows:

                                                                         For Three Months Ended        For Six Months Ended
                                                                              December 31                   December 31
                                                                          2005            2004          2005            2004
                                                                              (Unaudited)                   (Unaudited)
                                                                      -------------  -------------  -------------  -------------
<S>                                                                   <C>            <C>            <C>            <C>
Net Loss                                                              $ (2,420,651)  $ (2,038,583)  $(10,495,103)  $ (3,900,169)
Foreign Currency Translation Gain/(Loss)-(9,908)-17,681
                                                                      -------------  -------------  -------------  -------------
Comprehensive Loss                                                        (520,651)    (2,048,491)    (6,850,827)    (3,882,488)
                                                                      -------------  -------------  -------------  -------------
<FN>
        See accompanying notes to the consolidated financial statements.
</TABLE>
                                       5

<PAGE>

<TABLE>
                 Trinity Learning Corporation and Subsidiaries
                     Consolidated Statements of Cash Flows
<CAPTION>
                                                                     Six Months Ended December 31,
                                                                          2005            2004
                                                                      -------------  -------------
                                                                       (Unaudited)
<S>                                                                   <C>            <C>
Cash flows from operating activities:
  Net loss                                                            $(10,495,103)  $ (3,900,169)
  Adjustments to reconcile net loss to net cash provided
  by operating activities:
    Depreciation and amortization                                          312,481         81,351
    Foreign currency translation gain/loss                                     184              -
    Non cash debt issuance                                                       -         30,443
    Non cash interest expense                                            1,642,864        611,068
    Equity losses and impairment of investment in associated companies           -      1,239,055
    Employee stock based compensation                                      200,000        241,983
    Bad debt expense                                                       361,700              -
    Non cash financial advisory fees                                       142,920         45,000
    Debt conversion expenses                                             1,314,064              -
    Program inventory                                                      763,708              -
  Changes in current assets and liabilities, net
  of businesses acquired and sold:
    Accounts receivable                                                 (2,147,315)        29,762
    Prepaid expenses and other current assets                             (650,479)        18,840
    Accounts payable and accrued expenses                                3,866,462       (101,216)
    Accounts payable-related party                                               -        (36,980)
    Inventory                                                              121,676              -
    Accrued expenses                                                             -              -
    Deferred revenue                                                     1,276,336              -
    Interest payable                                                       (23,379)       (15,051)
    Minority interest                                                       22,149         (7,615)
                                                                      -------------  -------------
    Net cash provided (used) by operating activities                    (3,291,732)    (1,763,529)
                                                                      -------------  -------------
Cash flows from investing activities:
  Payment for business acquisitions                                              -         (7,314)
  Payment for business acquisitions - related party                              -         (4,815)
  Restricted cash                                                        5,073,914     (4,491,000)
  Advances to associated companies                                               -              -
  Capital expenditures                                                           -        (16,611)
                                                                      -------------  -------------
    Net cash provided (used) by investing activities                     5,073,914     (4,519,740)
                                                                      -------------  -------------
Cash flows from financing activities:

  Repayment for capital leases                                            (547,754)             -

  Borrowings under notes                                                         -              -
  Borrowings under notes - related party                                         -              -
  Repayments under borrowings                                           (5,039,442)             -
  Repayments under short-term notes                                              -       (544,118)
  Repayments under short-term notes - related party                              -       (155,000)
  Borrowing under notes and contingent liability                                 -      7,672,500
  Borrowings under long-term liabilities                                 4,500,000              -
  Payments for financing fees                                                            (259,000)

  Proceeds from sale of common stock                                                       21,250
                                                                      -------------  -------------
    Net cash provided (used) by financing activities                    (1,087,196)     6,735,632
                                                                      -------------  -------------
Effect of foreign exchange on cash                                                        (17,681)
                                                                      -------------  -------------
  Net increase (decrease) in cash                                          694,986        434,682
Cash at beginning of period                                                752,261        892,739
                                                                      -------------  -------------
Cash at end of period                                                 $  1,447,247   $  1,327,421
                                                                      =============  =============
  Supplemental information:

    Interest paid                                                     $    159,000   $     71,119
                                                                      =============  =============
    Warrants issued with convertible notes                            $          -   $  2,863,363
                                                                      =============  =============
    Beneficial conversion value of note payable                       $          -   $  2,070,784
                                                                      =============  =============
<FN>
        See accompanying notes to the consolidated financial statements.
</TABLE>

                                       6

<PAGE>

     Trinity  Learning  Corporation  and  Subsidiaries
                   Notes to Consolidated Financial Statements
     December  31,  2005

GENERAL

Trinity  Learning  has  elected  to  omit  substantially  all  footnotes  to the
consolidated  financial  statements  for the three and six months ended December
31,  2005  since  there  have  been no material changes (other than indicated in
other  footnotes) to the information previously reported by the Company in their
Annual  Report  filed  on  Form  10-KSB for the fiscal year ended June 30, 2005.

UNAUDITED  INFORMATION

The  information  furnished  herein  was taken from the books and records of the
Company  without audit.  However, in the opinion of management, the accompanying
unaudited interim consolidated financial statements reflect all adjustments that
are  necessary  for  a  fair  presentation of the financial position, results of
operations  and  cash  flows  for  the  interim  periods  presented.

NOTE  1.  ACCOUNTING  POLICIES

Overview

Trinity  Learning  is  creating a global learning company by acquiring operating
subsidiaries  that specialize in educational and training content, delivery, and
services  for  particular  industries or that target a particular segment of the
workforce.  Trinity  Learning  believes  that  there  are  product  and  service
synergies  between and among our various subsidiaries that position us to create
a  global  learning  company  that  can  provide integrated learning services to
corporations,  organizations, educational institutions, and individual learners,
using  a  variety  of  delivery  technologies, platforms and methods to meet the
growing  need  for global learning solutions.  Trinity Learning believes that it
will  be  one  of  the  first  companies to be able to serve major multinational
employers  at  multiple levels of their organizations and assist these customers
to  meet  the  challenges  of a major turnover in the world's workforce over the
coming  decade. Factors such as demographics, technology, and globalization will
require enterprises, organizations and governments around the world to invest in
human  capital  to  remain  competitive.

We operate through our primary operating subsidiary, Trinity Workplace Learning,
located  in  our  205,000  square  foot  digital multimedia production center in
Carrollton,  Texas,  in  the  greater  Dallas metropolitan area.  At this Global
Learning  Center  we  create,  distribute  and  archive rich media for workplace
learning  and certification for approximately 7,000 corporate, institutional and
government  customers  in  healthcare,  industrial  services,  and public safety
including  homeland  security,  first  responders,  and  federal  agencies.  We
distribute  content  to  our  customers  through  a  variety  of  learning media
including  satellite,  broadband,  e-learning, CD-ROM, and DVDs. Our proprietary
brands  include  The Law Enforcement Training Network, HomelandOne, the Fire and
Emergency  Training Network, and others.  In our healthcare industry vertical we
participate  in  17  distinct  accreditations  for  medical-related  continuing
professional  education and certification.  While our strategic focus is to grow
our  assets  and  operations  in  North  America,  we  continue  to also explore
acquisition  and  alliance  candidates  in  Western  Europe  and  we continue to
maintain  ownership  positions  in  small  operating  subsidiaries in Australia,
Norway and California and we have an ongoing investment in a learning company in
South  Africa.

The accompanying unaudited interim consolidated financial statements and related
notes  have  been  prepared  in  accordance with accounting principles generally
accepted  in  the United States of America for interim financial information and
with  the  instructions  to  Form  10-QSB  and  Item  310  of  Regulation  S-B.
Accordingly,  they  do not include all the information and footnotes required by
accounting  principles  generally  accepted  in the United States of America for
complete  financial statements.  These financial statements include the accounts
of  Trinity  and  its  consolidated  subsidiaries.  All significant intercompany
transactions  and  accounts  have  been  eliminated  in  consolidation.

These  unaudited  interim  consolidated  financial  statements should be read in
conjunction  with  the  audited  financial  statements and related notes thereto
included  in  the Company's Annual Report on Form 10-KSB for the year ended June
30,  2005. The results of operations for the three and six months ended December
31,  2005,  are not necessarily indicative of the operating results for the full
year  and future operating results may not be comparable to historical operating
results  due  to  our  April 1, 2005 acquisition of Primedia Workplace Learning.

                                       7
<PAGE>

In  the  opinion  of management, the accompanying unaudited interim consolidated
financial statements reflect all normal recurring adjustments that are necessary
for  a  fair  presentation  of the financial position, results of operations and
cash  flows  for  the  interim  periods  presented.

Use  of  Estimates

The  preparation  of  the  Company's  financial  statements  in  conformity with
accounting  principles  generally  accepted  in  the  United  States  of America
necessarily  requires  it  to  make  estimates  and  assumptions that affect the
reported  amounts  of assets and liabilities and disclosure of contingent assets
and  liabilities at the balance sheet dates and the reported amounts of revenues
and  costs during the reporting periods.  Actual results could differ from those
estimates.  On  an  ongoing  basis,  the  Company reviews its estimates based on
information that is currently available.  Changes in facts and circumstances may
cause  the  Company  to  revise  its  estimates.  Significant  estimates include
revenue  recognition  policy,  valuation  and  allocation  of  the  purchase
consideration  of  the  assets  and  liabilities and assets acquired in business
combinations  and  equity investments in associated companies, our determination
of  fair  value  of  common  stock  issued  in  business combinations and equity
investments  in  associated  companies,  and the annual valuation and review for
impairment  of  assets  acquired  and  of  long-lived  assets.

NOTE  2  -  GOING  CONCERN

To meet our present and future liquidity requirements, we are continuing to seek
additional  funding  through private placements, conversion of outstanding loans
and  payables  into  common  stock,  development  of  the  business  of  our
newly-acquired  businesses,  collections  on  accounts  receivable,  and through
additional  acquisitions  that  have  sufficient  cash  flow  to fund subsidiary
operations.  There  can  be no assurance that we will be successful in obtaining
more  debt  and/or  equity  financing  in  the  future  or  that  our results of
operations will materially improve in either the short- or the long-term.  Based
upon  our  cash  balance  at  February  1,  2006  we will not be able to sustain
operations  for more than two months without additional sources of financing. If
we  fail to obtain such financing and improve our results of operations, we will
be  unable  to  meet  our  obligations  as  they  become  due.  That would raise
substantial  doubt  about  our  ability  to  continue  as  a  going  concern.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

Our  fiscal  year  ends on June 30. This management's discussion and analysis of
financial  condition  and  results  of  operations  and  other  portions of this
Quarterly  Report  on  Form  10-QSB  contain  forward  looking  information that
involves  risks  and  uncertainties.  Our actual results could differ materially
from  those anticipated by this forward looking information.  Factors that could
cause  or  contribute to such differences include, but are not limited to, those
discussed or referred to in the Annual Report on Form 10-KSB for the fiscal year
ended  June  30,  2005  under  the heading Information Regarding Forward-Looking
Statements and elsewhere.  Investors should review this quarterly report on Form
10-QSB  in combination with our  Annual Report on Form 10-KSB in order to have a
more complete understanding of the principal risks associated with an investment
in  our  common  stock.  This  management's discussion and analysis of financial
condition  and  results  of  operations  should  be read in conjunction with our
unaudited condensed consolidated financial statements and related notes included
elsewhere  in  this  document.

                                       8
<PAGE>

Overview

Our  financial  statements  are  prepared  using accounting principles generally
accepted  in  the  United  States  of  America  generally  applicable to a going
concern,  which  contemplates  the  realization  of  assets  and  liquidation of
liabilities  in  the  normal  course  of  business.  Currently,  we  do not have
significant  cash,  material  assets  or  an  established  source  of  revenues
sufficient  to  cover our operating costs and to allow us to continue as a going
concern.  We  do  not  currently  possess  a  financial  institution  source  of
financing  and  we  cannot  be certain that our existing sources of cash will be
adequate  to  meet  our  liquidity requirements.  Based upon our cash balance at
February  1,  2006,  we will not be able to sustain operations for more than two
months  without  additional  sources of funding.  To meet our present and future
liquidity  requirements,  we  will  continue  to seek additional funding through
private  placements,  conversion  of  outstanding loans and payables into common
stock,  development  of  the  business  of  our  newly-acquired  subsidiaries,
collections  on  accounts  receivable,  and through additional acquisitions that
have  sufficient  cash  flow  to  fund  subsidiary  operations.  There can be no
assurance  that  we  will  be  successful  in  obtaining more debt and/or equity
financing  in  the  future  or  that  our  results of operations will materially
improve  in  either  the  short-  or  the  long-term.  If we fail to obtain such
financing  and  improve our results of operations, we will be unable to meet our
obligations  as  they  become due.  That would raise substantial doubt about our
ability  to  continue  as  a  going  concern.

Effective  April  1,  2005, Trinity Learning Corporation (the "Company") entered
into  and  closed  an  asset purchase agreement (the "Asset Purchase Agreement")
with  PRIMEDIA  Inc.  and  two  PRIMEDIA  affiliates  (collectively,"PRIMEDIA"),
whereby  PRIMEDIA  sold  to the Company certain assets related to its PRIMEDIA's
Workplace  Learning  division  ("PWPL").  The assets comprised those relating to
PWPL's  Healthcare  Group, Government Services Group, Industrial Services Group,
Shared Services Group, and all other assets of PWPL, including all of the assets
of  PRIMEDIA  Digital  Video Holdings LLC, excluding only those assets primarily
related  to  the  operations  of  PWPL's  Financial Services Group and/or PWPL's
Interactive  Medical  Network  business  (such  acquired  assets  referred  to
collectively  hereinafter  as  the  "Business").  These  assets are comprised of
content  libraries,  trademarks,  brands,  intellectual property, databases, and
physical  assets.  Included  in  the  sale  are  certain  video  production  and
distribution  capabilities  used  to  deliver  integrated  learning solutions to
professionals  in  the  homeland  security,  healthcare,  industrial,  fire  &
emergency,  government,  law  enforcement and private security markets currently
served by PWPL.  The consolidated financial statements reflect the consolidation
of  this  entity  into  our  company.

Results  of  Operations

Second  Quarter  Ended December 31, 2005 as Compared to the Second Quarter Ended
December  31,  2004

     Our  revenues  for  second  quarter  2006  were  $8,675,748, as compared to
$907,643  for  the  second  quarter  2005.  This  increase  in  revenues  is due
primarily  to  the  acquisition of Primedia Workplace Learning.  The three month
period  in  2005  comprises three months' revenue of RMT, TouchVision and VILPAS
while  2006  includes  revenues  of  RMT,  TouchVision  and  VILPAS  and Trinity
Workplace  Learning.

Costs  of  sales, which consist of labor, hardware costs, cost of goods sold and
other  incidental  expenses,  was  $2,184,869  for  the  second  quarter 2006 as
compared  to  $37,430  for the second quarter 2005, resulting in gross profit of
$6,490,879  for  the second quarter 2006, as compared to $870,213 for the second
quarter  2005.  This  increase  in  costs  and  in  gross  profit was due to the
acquisition  of  Primedia  Workplace  Learning.  Operating  expenses  for second
quarter  2006  were  $7,497,694 as compared to $1,742,719 for the second quarter
2005.  This  increase  was  due  primarily  to acquisition of Primedia Workplace
Learning  along  with  increases in selling, general and administrative costs as
well  as  amortization  expense.

Other  Expense  for  the  second  quarter  of  2005  was $1,131,836 compared to
$1,188,309  for  the  second  quarter  2004.  This  increase is primarily due to
interest  expense  on  long-term  debt.

We  reported  net  loss available for common stockholders of $2,420,651 or $0.06
per share for the second quarter 2006, compared with a net loss of $2,038,583 or
$0.07  per  share  for  the  second  quarter  2005.

Six  Months Ended December 31, 2005 as Compared to the Six Months Ended December
31,  2004

Our  sales  revenue for the six months ended December 31, 2005 were $14,024,505,
as  compared  to  $1,810,497  for  the six months ended December 31, 2004.  This
increase  in revenues was primarily due to the acquisition of Primedia Workplace
Learning.  The  six  month  period in 2004 comprises six months' revenue of RMT,
TouchVision  and Vilpas while the six month period in 2005 comprises six months'
of  RMT,  TouchVision  Vilpas  and  Trinity  Workplace  Learning.

Costs  of sales, which consist of labor and hardware costs, and other incidental
expenses,  was $2,735,342 for the six months ended December 31, 2005 as compared
to  $218,335  for  the  six  months  ended December 31, 2004, resulting in gross
profit  of $11,289,163 for the six months ended December 31, 2005 as compared to
$1,592,162  for  the  six  months ended December 31, 2004.  This increase is due
primarily  to  acquisition  of  Primedia  Workplace  Learning.

Operating  expenses  for the six months ended December 31, 2005 were $17,878,463
as  compared  to  $3,465,732  for  the  six months ended December 31, 2004. This
increase  was  due  primarily  to the acquisition of Primedia Workplace Learning
resulting  in  increase  in selling, general and administrative costs as well as
depreciation  and  amortization  expense.

Other  Expense  of  $3,895,002for  the  six  months  ended December 31, 2005 was
$1,821,295  greater  than that for the six months ended December 31, 2004.  This
increase  in  expense  is  primarily  due  to  an  increase  in interest expense
$1,909,690,  loss on conversion of notes payable $1,153,692 offset by prior year
losses  in  associated companies of $1,239,055.  Included in interest expense of
$2,581,754 is $1,495,564 attributable to amortization of discounts on the Laurus
note.

We  reported  net loss available for common stockholders of $10,495,103 or $0.26
per  share  for the six months ended December 31, 2005, compared with a net loss
of  $3,900,169  or  $0.13  per share for the six months ended December 31, 2004.

                                       9
<PAGE>

Liquidity  and  Capital  Resources

     Our expenses are currently greater than our revenues.  We have a history of
losses,  and  our accumulated deficit as of December 31, 2005 was $48,321,856 as
compared  to  $38,266,018  as  of  June  30,  2005.

At December 31, 2005, we had an unrestricted cash balance of $1,447,247 compared
to $752,261 at June 30, 2005.   Net cash used by operating activities during the
six  months ended December 31, 2005 was $3,291,732 attributable primarily to our
increase of accounts receivable.  Net cash generated by investing activities was
$5,073,914  for  the  six months ended December 31, 2005 representing the net of
other  financing  activity  and  borrowings  under  short-term  notes.

Accounts  receivable increased from $3,540,415 at June 30, 2005 to $5,687,730 at
December 31, 2005.  This increase is due primarily to increased sales efforts to
our  customers.

Accounts  payable  increased  from  $3,134,406 at June 30, 2005 to $5,500,518 at
December  31, 2005.  Accrued expenses increased from $1,625,901 at June 30, 2005
to $3,126,252 at December 31, 2005.  The changes in accounts payable and accrued
expenses  are  attributable  to  the  negative  cash  flow.

As  a  professional services organization we are not capital intensive.  Capital
expenditures  historically  have been for computer-aided instruction, accounting
and  project  management  information  systems  and  general-purpose  computer
equipment  to  accommodate  our  growth.

     We  continued  to  seek equity and debt financing in fiscal 2006 to support
our  growth  and  to  finance  recent  and  proposed  acquisitions:

On  July  13,  2005,  the  Company  entered into a Credit Agreement (the "Credit
Agreement") with Instream Investment Partners, LLC, as administrative agent, and
certain  lenders (the "Lenders"). Pursuant to the terms of the Credit Agreement,
the  Lenders  loaned  to the Company $3,500,000. The Company may borrow up to an
additional  $1,000,000  under  the Credit Agreement until January` 13, 2006. The
loan  matures  on January 13, 2007, with interest payable monthly at the rate of
12%  per  annum.  The  obligations of the Company under the Credit Agreement are
secured  by  a  security  interest  in  substantially all existing and hereafter
acquired assets of the Company. TouchVision, Inc. and Trinity Workplace Learning
Corporation,  subsidiaries  of the Company, each have guaranteed the obligations
of  the  Company  under  the  Credit  Agreement,  and have granted the Lenders a
security  interest  in  substantially  all  of  their  respective  existing  and
hereafter acquired assets. The Company also granted to the Lenders warrants (the
"Warrants")  to  acquire  up  to an aggregate of 5.25% of the outstanding common
stock  of  the Company on a fully-diluted basis, and entered into a Registration
Rights  Agreement with respect to the common stock issuable upon exercise of the
Warrants.  Copies  of  the  Credit  Agreement,  the  form  of  Warrant  and  the
Registration  Rights  Agreement (collectively, the "Agreements") were filed in a
Report  on  Form 8K.  A portion of the proceeds of the Credit Agreement was used
by  the  Company  to repay all amounts outstanding under the Secured Convertible
Term  Note  and  Securities  Purchase  Agreement (the "Laurus Agreements") dated
August  31,  2004  with  Laurus  Master  Fund,  Ltd.  ("Laurus").  In connection
therewith,  Laurus  converted  a  portion  of  the note into 1,198,124 shares of
common  stock  at  a  conversion  price  of  $0.24  per  share.

                                       10
<PAGE>

     To meet our present and future liquidity requirements, we are continuing to
seek  additional  funding  through private placements, conversion of outstanding
loans  and  payables  into  common  stock,  development  of  the business of our
newly-acquired  subsidiaries,  collections  on  accounts receivable, and through
additional  acquisitions  that  have  sufficient  cash  flow  to fund subsidiary
operations.  There  can  be no assurance that we will be successful in obtaining
more  debt  and/or  equity  financing  in  the  future  or  that  our results of
operations will materially improve in either the short- or the long-term.  Based
upon  our  cash  balance  at  February  1,  2006  we will not be able to sustain
operations  for more than two months without additional sources of financing. If
we  fail to obtain such financing and improve our results of operations, we will
be  unable  to  meet  our  obligations  as  they  become  due.  That would raise
substantial  doubt  about  our  ability  to  continue  as  a  going  concern.


ITEM  3.     CONTROLS  AND  PROCEDURES

Trinity  Learning maintains disclosure controls and procedures that are designed
to  ensure  that information required to be disclosed in its reports pursuant to
the  Securities  Exchange  Act  of  1934  (the  "Exchange  Act"), as amended, is
recorded,  processed,  summarized and reported within the time periods specified
in  the  SEC's  rules  and  forms,  and that such information is accumulated and
communicated  to our management, including our Chief Executive Officer and Chief
Financial  Officer, as appropriate, to allow timely decisions regarding required
disclosure.  In designing and evaluating the disclosure controls and procedures,
management  recognized  that  any  controls  and  procedures, no matter how well
designed  and  operated,  can provide only reasonable assurance of achieving the
desired control objectives, and management necessarily was required to apply its
judgment  in  evaluating  the cost-benefit relationship of possible controls and
procedures.
     Our  Chief  Executive Officer and Chief Financial Officer, after conducting
an  evaluation,  together with other members of management, of the effectiveness
of the design and operation of our disclosure controls and procedures at the end
of  the  period  covered  by  this  report,  have  concluded that our disclosure
controls and procedures were effective to ensure that information required to be
disclosed  by  us  in  our  reports filed or submitted under the Exchange Act is
recorded,  processed, summarized, and reported within the time periods specified
in  the  rules  and  forms of the SEC.  There were no significant changes in our
internal  controls  or  in  other  factors that could significantly affect these
controls  subsequent  to  that  evaluation,  and  there  were  no  significant
deficiencies  or  material  weaknesses  in  such  controls  requiring corrective
actions.

                                       11
<PAGE>

                                     PART II
                                OTHER INFORMATION

ITEM  1.     LEGAL  PROCEEDINGS

     None


ITEM  2.     UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

     None

ITEM  3.     DEFAULTS  UPON  SENIOR  SECURITIES

     As noted above under "Part I, Item 2, Liquidity and Capital Resources", the
Company  on  July  13,  2005,  entered  into  a  Credit  Agreement  (the "Credit
Agreement") with Instream Investment Partners, LLC, as administrative agent, and
certain  lenders (the "Lenders"). Pursuant to the terms of the Credit Agreement,
the  Lenders  loaned  to the Company $4,500,000.  Per the Covenant calculations,
the  Company  is  in  default of Section 6.11 of the Credit Agreement because it
does  not  meet  a  tangible  net  worth  requirement.  The Company disputes the
default  which  was  caused  by  negative goodwill related to the purchase price
allocation.


ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

The  Company  held its annual meeting of Shareholders on December 14, 2005.  The
Company  failed  to  receive  a  quorum of the shareholders at the meeting.  The
meeting  was  continued  by the shareholders present in person or by proxy until
December 30, 2005, to allow additional time for proxies to come in.  The Company
failed  to  receive  a  quorum at the continued meeting.  No action was taken at
either  the  original  or  continued  meeting.


ITEM  5.     OTHER  INFORMATION

     None.

ITEM  6.  -  EXHIBITS

The  following  exhibits  are  filed  herewith:


     31.1  Certification  of  the  Company's  Chief  Executive  Officer.
     31.2  Certification of the Company's President and Chief Financial Officer.
     32.1  Certification  of  the  Company's  Chief  Executive  Officer.
     32.2  Certification of the Company's President and Chief Financial Officer.

                                       12
<PAGE>

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,  thereunto  duly  authorized.
     TRINITY  LEARNING  CORPORATION

          /S/  RICHARD  J.  MARINO
          ------------------------

          Richard  J.  Marino
February  14,  2005     By:     Chief  Executive  Officer

          /S/  Patrick  R.  Quinn
          -----------------------

          Patrick  R.  Quinn
February  14,  2005     By:     Chief  Financial  Officer

                                       13