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 12, 2004 (July 8, 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 4.   Change in Registrant's Certifying Accountant

     On July 8, 2004, Trinity Learning  Corporation (the "Registrant")  notified
Chisholm,  Bierwolf & Nilson, LLC, ("CBN") of its decision to dismiss CBN as its
independent   auditors  and  engaged  BDO  Spencer   Steward  to  serve  as  the
Registrant's  independent  auditor for the fiscal year ended June 30, 2004.  The
decision to change auditors was approved by the Registrant's Board of Directors.

     CBN's predecessor firm, Bierwolf,  Nilson & Associates ("BNA"), audited the
Registrant's  financials statements for the fiscal year ended September 30, 2002
and the transition  period ended June 30, 2003.  BNA's auditor's  report for the
transition  period ended June 30, 2003 contained a separate  paragraph  stating,
"The accompanying  consolidated financial statements have been prepared assuming
that the Company will  continue as a going  concern.  As discussed in Note 13 to
the  consolidated  financial  statements,  the Company's  significant  operating
losses raise substantial doubt about its ability to continue as a going concern.
These  consolidated  financial  statements do not include any  adjustments  that
might result from the outcome of this  uncertainty."  BNA's auditor's report for
the fiscal year ended September 30, 2002 contained a separate paragraph stating,
"The  accompanying  financial  statements  have been prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in Note 10 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt  about its  ability to  continue  as a going  concern.  These
financial  statements do not include any adjustments  that might result from the
outcome of this  uncertainty."  Except as so noted,  BNA's  reports  for each of
these two periods did not contain an adverse  opinion or  disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles.

     In connection with audits of the transition  period ended June 30, 2003 and
the fiscal year ended  September  30,  2002 and any  subsequent  interim  period
preceding the date hereof,  there were no  disagreements  or  reportable  events
between the Registrant and CBN or its  predecessor  entity BNA on any matters of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which,  if not resolved to the  satisfaction of CBN or BNA,
would  have  caused  them to  make a  reference  to the  subject  matter  of the
disagreements or reportable events in connection with their reports.

     The Registrant has provided CBN with a copy of the foregoing disclosures. A
letter from CBN addressed to the Securities & Exchange Commission is included as
Exhibit 16.1 to this Current  Report on Form 8-K and states that CBN agrees with
such disclosure.

     Effective July 8, 2004, the Registrant  engaged BDO Spencer  Steward as its
independent  auditors with respect to the  Registrant's  fiscal year ending June
30,  2004.  The  Registrant  also  engaged  BDO  Seidman,   LLP  as  independent
accountants  on whom BDO Spencer  Steward is expected  to express  reliance,  in
connection  with  the  delivery  of  its  audit  report,  regarding  significant
subsidiaries of the Registrant.

     During the fiscal year ended  September  30, 2002,  the  transition  period
ended June 30, 2003 and through the date of their engagement, the Registrant did
not  consult  BDO  Spencer  Steward  with  respect  to (i)  the  application  of
accounting principles to a specified transaction,


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either  completed  or  proposed,  or the type of  audit  opinion  that  might be
rendered on the Registrant's financial statements,  and neither a written report
was provided to the  registrant  nor was oral advice  provided  that BDO Spencer
Steward  concluded  was an important  factor  considered  by the  registrant  in
reaching a decision as to the accounting,  auditing or reporting  issue, or (ii)
any  matter  that was the  subject  of a  disagreement  or event  identified  in
response to paragraph (a)(1)(iv) of Item 304 of Regulation S-B.


Item 7.   Financial Statements and Exhibits.

     (c)  Exhibits

          16.1  Letter from Chisholm, Bierwolf & Nilson, LLC to be filed by
                amendment.




                                   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 12, 2004                      By: /s/  Douglas Cole
      --------------------                   --------------------------------
                                                  Douglas Cole
                                                  Chief Executive Officer



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