SCHEDULE 14A
                                 (RULE 14A-101)

                     INFORMATION REQUIRED IN PROXY STATEMENT

                            SCHEDULE 14A INFORMATION

           PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

Filed  by  the  Registrant  [X]

Filed  by  a  Party  other  than  the  Registrant  [_]

Check  the  appropriate  box:

[_]  Preliminary  Proxy Statement
[_]  Confidential, For Use of  the  Commission  Only
           (As  Permitted  by  Rule  14a-6(e)(2))

[X]  Definitive  Proxy  Statement

[_]  Definitive  Additional  Materials

[_]  Soliciting  Material  Pursuant  to  Rule  14a-11(c)  or  Rule  14a-12

                          TRINITY LEARNING CORPORATION
                (Name of Registrant as Specified In Its Charter)


    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment  of  Filing  Fee  (Check  the  appropriate  box):

[X]  No  fee  required

[_]  Fee  computed  on  table below per Exchange Act Rules 14a-6(i)(1) and 0-11.


    (1)  Title  of  each  class  of  securities  to  which  transaction applies:


    (2)  Aggregate  number  of  securities  to  which  transaction  applies:


    (3)  Per  unit  price  or  other  underlying  value  of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is  calculated  and  state  how  it  was  determined):


    (4)  Proposed  maximum  aggregate  value  of  transaction:


    (5)  Total  fee  paid:



[_]  Fee  paid  previously  with  preliminary  materials.

[_]  Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2)  and  identify  the  filing  for  which  the  offsetting fee was paid
previously.  Identify  the  previous filing by registration statement number, or
the  form  or  schedule  and  the  date  of  its  filing.

    (1)  Amount  Previously  Paid:


    (2)  Form,  Schedule  or  Registration  Statement  No.:


    (3)  Filing  Party:


    (4)  Date  Filed:

                                     -1-


                          TRINITY LEARNING CORPORATION
                           4101 INTERNATIONAL PARKWAY
                             CARROLLTON, TEXAS 75007
                               (TEL) (972) 309-4000

               TO THE STOCKHOLDERS OF TRINITY LEARNING CORPORATION

NOTICE  IS HEREBY GIVEN that the Special Meeting of Stockholders (the "Meeting")
of  Trinity  Learning  Corporation,  a  Utah  corporation  (the  "Company"  or
"Trinity"),  will  be  held on September 26, 2006 at 8:30 a.m., Central Standard
Time  at  the  Company's  headquarters  located  at  4101 International Parkway,
Carrollton,  Texas  75007,  for  the  following  purposes:

1.     To  amend  the  Company's Articles of Incorporation to change the name of
the  Company  from  Trinity Learning Corporation to TWL Corporation (the text of
the  Articles  of  Amendment  to  the  Articles of Incorporation, as amended, of
Trinity  Learning  Corporation  is  attached  hereto  as  Exhibit  A).

2.     To  amend  the  Company's  Articles  of  Incorporation  to  increase  the
authorized  number of common stock from 100,000,000 shares to 750,000,000 shares
(the  text  of  the  Articles  of Amendment to the Articles of Incorporation, as
amended,  of  Trinity  Learning  Corporation  is  attached hereto as Exhibit A).

3.     To  transact  such other business as may properly come before the Meeting
and  any  adjournment  or  postponement  thereof.

Only stockholders who own shares of our common stock at the close of business on
August  11,  2006  are entitled to notice of and to vote at the special meeting.
You  may  vote  your  shares  by:

-     marking,  signing  and  dating  the  enclosed  proxy  card  as promptly as
possible  and  returning  it  in  the  enclosed  postage-paid  envelope;

You  may  also vote in person at the special meeting, even if you use the option
listed  above.

We  have  enclosed  with this Notice of Special Meeting, a proxy statement and a
form  of  proxy.

By  Order  of  the  Board  of  Directors,


/s/Patrick  R.  Quinn
-----------------------------------
Patrick  R.  Quinn
Chief  Financial  Officer

Carrollton,  Texas
August  18,  2006

                                     -2-


                          TRINITY LEARNING CORPORATION
                           4101 INTERNATIONAL PARKWAY
                             CARROLLTON, TEXAS 75007
                               (TEL) (972) 309-4000

            PROXY STATEMENT FOR 2006 SPECIAL MEETING OF STOCKHOLDERS

The  board  of  directors  is soliciting proxies to be used at our September 26,
2006  special  meeting  of  stockholders. Please read and carefully consider the
information  presented  in  this proxy statement and vote by completing, dating,
signing  and returning the enclosed proxy in the enclosed postage-paid envelope.

This proxy statement and the form of proxy will be mailed to all stockholders on
or  about  August  23,  2006.

                      INFORMATION ABOUT THE SPECIAL MEETING

WHEN  IS  THE  SPECIAL  MEETING?

September  26,  2006,  8:30  a.m.  Central  Standard  Time

WHERE  WILL  THE  SPECIAL  MEETING  BE  HELD?

The  meeting  will  be  held  at  the  Company's  headquarters  located  at 4101
International  Parkway,  Carrollton,  Texas  75007.

WHAT  ITEMS  WILL  BE  VOTED  UPON  AT  THE  SPECIAL  MEETING?

You  will  be  voting  on  the  following  matters:

1.     TO  APPROVE THE CHANGE OF THE NAME OF THE COMPANY. To amend the Company's
articles  of  incorporation  to  change  the  name  of  the Company from Trinity
Learning  Corporation  to  TWL  Corporation;

2.     TO APROVE AN INCREASE IN THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK.
To  amend  the  Company's  articles  of incorporation to increase the authorized
number  of  common  stock  from  100,000,000  shares  to 750,000,000 shares; and

3.     OTHER  BUSINESS.  To  transact  such  other business as may properly come
before  the  special  meeting  or  any  adjournment  of  the  special  meeting.

WHO  CAN  VOTE?

Stockholders  of  record at the close of business on August 11, 2006, the record
date  for  the  meeting, are entitled to receive notice of and to participate in
the  Special  Meeting.  As  of that record date, the Company had outstanding and
entitled to vote 41,615,513 shares of common stock. The common stock is the only
class  of  stock  of  Trinity  that  is  outstanding and entitled to vote at the
Special  Meeting.  If  you  were a stockholder of record of common stock on that
record  date,  you  will  be entitled to vote all of the shares that you held on
that  date  at the meeting, or any postponements or adjournments of the meeting.
Each outstanding share of Trinity's common stock will be entitled to one vote on
each  matter.  Stockholders  who  own shares registered in different names or at
different  addresses  will  receive  more than one Proxy card. You must sign and
return  each  of the Proxy cards received to ensure that all of the shares owned
by  you  are  represented  at  the  Special  Meeting.

YOUR  BOARD  OF  DIRECTORS  HAS APPROVED EACH OF THE PROPOSALS SET FORTH HEREIN.

ACCORDINGLY,  THE BOARD RECOMMENDS A VOTE FOR THE AUTHORIZATION OF THE CHANGE OF
THE  NAME  OF THE COMPANY AND THE INCREASE OF THE AUTHORIZED NUMBER OF SHARES OF
COMMON  STOCK.

HOW  DO  I  VOTE  BY  PROXY?

You  may  vote  your  shares by mail by marking, signing and dating the enclosed
proxy card as promptly as possible and returning it in the enclosed postage-paid
envelope.  Proxies  should not be sent by the stockholder to the Company, but to
Trinity  Learning  Corporation  c/o Standard Registrar & Company, 12528 So. 1840
East, Draper, Utah 84020. A pre-addressed, postage-paid envelope is provided for
this  purpose.

For  each item of business, you may vote "FOR" or "AGAINST" or you may "ABSTAIN"
from  voting.

If  you  return  your  signed proxy card but do not specify how you want to vote
your  shares,  we  will  vote  them:

-     "FOR"  the  approval  of  the  change  of  the  name  of  the  Company;

                                     -3-


-     "FOR"  the  approval of the increase in the authorized number of shares of
common  stock;
If  any matters other than those set forth above are properly brought before the
special  meeting,  the individuals named in your proxy card may vote your shares
in  accordance  with  their  best  judgment.

HOW  DO  I  CHANGE  OR  REVOKE  MY  PROXY?

You  can  change  or  revoke  your  proxy  at any time before it is voted at the
special  meeting  by:

1.  Submitting  another  proxy  by mail with a more recent date than that of the
proxy  first  given;

2.  Sending  written  notice  of  revocation to Trinity Learning Corporation c/o
Standard  Registrar  &  Company,  12528  So.  1840  East, Draper, Utah 84020; or

3.  Attending  the special meeting and voting in person. If your shares are held
in  the  name  of  a  bank,  broker or other holder of record, you must obtain a
proxy,  executed  in your favor, from the holder of record to be able to vote at
the  meeting.

WHAT  CONSTITUTES  A  "QUORUM"  FOR  THE  SPECIAL  MEETING?

One-half  of  the  outstanding  shares of the Company's common stock entitled to
vote  at  the  special  meeting  present  or represented by proxy, constitutes a
quorum.  A  quorum  is necessary to conduct business at the special meeting. You
will  be  considered part of the quorum if you have voted by proxy. Abstentions,
broker  non-votes  and  votes  withheld  from director nominees count as "shares
present"  at  the special meeting for purposes of determining a quorum. However,
abstentions  and  broker  non-votes do not count in the voting results. A broker
non-vote occurs when a broker or other nominee who holds shares for another does
not  vote  on  a  particular  item  because  the broker or nominee does not have
discretionary authority for that item and has not received instructions from the
owner  of  the  shares.

HOW  MANY  VOTES  ARE  REQUIRED?

-     The  proposal to amend the Articles of Incorporation to change the name of
the  Company  from  Trinity Learning Corporation to TWL Corporation will require
the  affirmative vote of at least a majority of the Company's outstanding shares
of  Common  Stock.  Thus,  any  abstentions,  "broker non-votes" (shares held by
brokers or nominees  as to which they have no discretionary authority to vote on
a particular matter and have received no instructions from the beneficial owners
or  persons  entitled  to  vote thereon), or other limited proxies will have the
effect  of  a  vote  against  amending  the Company's Articles of Incorporation.

-     The proposal to amend the Articles of Incorporation to increase the number
of authorized shares will require the affirmative vote of at least a majority of
the Company's outstanding shares of Common Stock. Thus, any abstentions, "broker
non-votes"  (shares  held  by  brokers  or  nominees  as  to  which they have no
discretionary  authority  to  vote  on  a particular matter and have received no
instructions from the beneficial owners or persons entitled to vote thereon), or
other  limited  proxies  will  have  the  effect  of a vote against amending the
Company's  Articles  of  Incorporation.

WHO  PAYS  FOR  THE  SOLICITATION  OF  PROXIES?

We  will  pay the cost of preparing, printing and mailing material in connection
with  this  solicitation  of proxies. We will, upon request, reimburse brokerage
firms,  banks  and  others  for  their  reasonable  out-of-pocket  expenses  in
forwarding  proxy  material  to  beneficial  owners  of  stock  or  otherwise in
connection  with  this  solicitation  of  proxies.

DISSENTER'S  RIGHT  OF  APPRAISAL

No  action will be taken in connection with the proposal described in this Proxy
Statement  for which Utah law, our Articles of Incorporation or Bylaws provide a
right  of  a  shareholder to dissent and obtain appraisal of or payment for such
shareholder's  shares.

SHAREHOLDER  PROPOSALS

Our  Board of Directors has not yet determined the date on which the next annual
meeting  of shareholders will be held. Any proposal by a shareholder intended to
be  presented  at  our future annual meeting of shareholders must be received at
our  offices  a  reasonable  amount  of  time  prior  to  the  date on which the
information  or  proxy  statement  for that meeting is mailed to shareholders in
order  to  be  included  in  the information or proxy statement relating to that
meeting.

                                     -4-


            PROPOSAL 1: TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND
              THE COMPANY'S ARTICLES OF INCORPORATION, AS AMENDED,
                        TO CHANGE THE NAME OF THE COMPANY
              FROM TRINITY LEARNING CORPORATION TO TWL CORPORATION
                           (ITEM 1 ON THE PROXY CARD)

OVERVIEW

In  August  of  2006,  the  Board  of  Directors  authorized an amendment to the
Company's  Articles  of  Incorporation  to  change  the name of the Company from
Trinity  Learning  Corporation  to  TWL  Corporation.  Subject  to  shareholder
approval,  Article  I  would be amended to read as follows and would be filed as
part  of  the  Articles  of Amendment to the Company's Articles of Incorporation
with  the  Utah  Secretary  of  State:

           Article I "The name of the Corporation is: TWL Corporation"

CHANGE  OF  THE  NAME  OF  THE  COMPANY

The  amendment  to  the  Company's  Articles  of Incorporation, as amended, will
change  the Company's name from Trinity Learning Corporation to TWL Corporation.
The  Company believes that the name change would be in the best interests of the
Company  because  the new name more appropriately reflects the business focus of
the  Company  and  its primary subsidiary. The name change will become effective
when  the  Articles of Amendment to the Articles of Incorporation are filed with
the  Secretary  of  State  of the State of Utah. The Company intends to file the
Articles of Amendment promptly after the stockholders approve the name change at
which  time  the Company will also obtain a new CUSIP number and change its name
and  stock  symbol  on  the  Over-The-Counter  Bulletin  Board.

THE  BOARD  OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
PROPOSAL  TO  AMEND  THE  ARTICLES  OF  INCORPORATION  TO CHANGE THE NAME OF THE
COMPANY  FROM  TRINITY  LEARNING  CORPORATION  TO  TWL  CORPORATION.

                                     -5-


            PROPOSAL 2: TO CONSIDER AND VOTE UPON A PROPOSAL TO AMEND
              THE COMPANY'S ARTICLES OF INCORPORATION, AS AMENDED,
                 TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
               COMMON STOCK FROM 100,000,000 TO 750,000,000 SHARES
                           (ITEM 2 ON THE PROXY CARD)

OVERVIEW

In  August  of  2006,  the  Board  of  Directors  authorized an amendment to the
Company's  Articles  of  Incorporation  to increase the number of our authorized
shares  of  common  stock. Subject to shareholder approval, Article III would be
amended  to read as follows and would be filed with the Utah Secretary of State:

Article  III  "The  aggregate  number of shares which the Corporation shall have
authority  to  issue  is  Seven  Hundred  Sixty  Million (760,000,000) shares of
capital  stock consisting of Seven Hundred Fifty Million (750,000,000) shares of
common  stock  ("Common Stock") and Ten Million (10,000,000) shares of preferred
stock  ("Preferred  Stock").

The  authority  to  issue  the  Preferred  Stock shall be vested in the board of
directors.  The  board  of  directors, without shareholder action, may amend the
Corporation's  Articles  of Incorporation pursuant to Section 16-10a-1002 of the
Utah  Revised  Business  Corporation  Act  to:

(i)   create  one or more series of Preferred Stock, fix the number of shares of
each such series, and designate, in whole or part, the preferences, limitations,
and relative rights of the series, all before the issuance of any shares of that
series;

(ii)  alter  or revoke the preferences, limitations, and relative rights granted
to  or  imposed  upon  any  wholly  unissued  series  of  Preferred  Stock;  or

(iii)  increase  or  decrease  the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors, either
before  or  after the issuance of shares of the series, provided that the number
may  not be decreased below the number of shares of the series then outstanding,
or  increased  above  the  total  number of authorized shares of Preferred Stock
available  for  designation  as  part  of  the  series.

The  preferences, limitations, and relative rights of the Preferred Stock or any
series  of  the  Preferred  Stock  may include, but is not limited to, Preferred
Stock  that  (a) has special,  conditional or limited voting rights, or no right
to  vote;  (b)  is  redeemable  or  convertible;  (c)  entitles  the  holders to
distributions  calculated  in  any  manner,  including  dividends  that  may  be
cumulative,  non-cumulative,  or  partially  cumulative; (d) and Preferred Stock
that  has  preference  over  the  Common  Stock  with  respect to distributions,
including  dividends  and distributions upon the dissolution of the corporation.
The above-described authority of the board of directors to fix and determine may
be exercised by corporate resolution from time to time as the board of directors
sees  fit."

The  Board of Directors recommends that you vote to approve the amendment to the
Articles  of Incorporation, as amended.  The Board of Directors believes that it
is in the best interests of shareholders to use the opportunity presented by the
Special  Meeting  to  vote  on the proposed amendment of the current Articles of
Incorporation.  It  is anticipated that the overall effect of these changes will
be  to  make  the administration of the Company's business efficient and provide
more  flexibility  for management in conducting the Company's operations, within
the  limits  of applicable law. Adoption of the Amended and Restated Articles of
Incorporation  will  not  alter  in  any  way  the  Board of Directors' existing
fiduciary  obligations.

The  discussion  below  highlights  the  details  with  respect  to the proposed
amendment  to  the Articles of Incorporation, as amended. The proposed amendment
is  increasing  the  authorized  common stock of the Company from 100,000,000 to
750,000,000  shares.

If this proposal is approved by shareholders, the Board of Directors will direct
the  Company  to  file  the  Articles  of Amendment to the Company's Articles of
Incorporation,  to  reflect  the  shareholders' approval of the proposed change.

INCREASE  IN THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK FROM 100,000,000 TO
750,000,000

In  August  of  2006,  the  Board  of  Directors  authorized an amendment to the
Company's  Articles  of  Incorporation  to  change  the name of the Company from
Trinity  Learning  Corporation  to TWL Corporation and to increase the number of
our  authorized  shares. The terms of the additional shares of common stock will
be  identical  to those of the currently outstanding shares of common stock. The
terms of the additional shares of common stock will be identical to those of the
currently outstanding shares of common stock. However, because holders of common
stock  have no preemptive rights to purchase or subscribe for any unissued stock
of  the  Company,  the issuance of additional shares of common stock will reduce
the current stockholders' percentage ownership interest in the total outstanding
shares  of Common Stock. This amendment and the creation of additional shares of
authorized common stock will not alter the current number of issued shares.  The
relative  rights  and  limitations  of  the  shares  of common stock will remain
unchanged  under  this  amendment.

As  of  the  Record  Date, a total of 100,000,000 shares of the Company's Common
Stock  were  currently  authorized  of  which  41,615,513 shares were issued and
outstanding.  The  increase  in  the number of authorized but unissued shares of
common  stock  would  enable  the  Company,

                                     -6-


without  further  stockholder approval, to issue shares from time to time as may
be required for proper business purposes, such as raising additional capital for
ongoing operations, business and asset acquisitions, stock splits and dividends,
present  and  future  employee  benefit  programs  and other corporate purposes.

The  proposed  increase in the authorized number of shares of common stock could
have  a number of effects on the Company's stockholders depending upon the exact
nature  and  circumstances  of  any  actual issuances of authorized but unissued
shares.  The  increase  could  have  an anti-takeover effect, in that additional
shares  could  be issued (within the limits imposed by applicable law) in one or
more transactions that could make a change in control or takeover of the Company
more  difficult.  For  example, additional shares could be issued by the Company
so  as  to  dilute  the  stock  ownership or voting rights of persons seeking to
obtain  control of the Company.  Similarly, the issuance of additional shares to
certain  persons  allied  with the Company's management could have the effect of
making  it more difficult to remove the Company's current management by diluting
the  stock  ownership or voting rights of persons seeking to cause such removal.
Except  as  further discussed herein, the Board of Directors is not aware of any
attempt,  or  contemplated  attempt, to acquire control of the Company, and this
proposal is not being presented with the intent that it be utilized as a type of
anti-  takeover  device.

Stockholders  do  not  have any preemptive or similar rights to subscribe for or
purchase any additional shares of common stock that may be issued in the future,
and  therefore,  future  issuances  of  common  stock  may,  depending  on  the
circumstances,  have  a  dilutive effect on the earnings per share, voting power
and  other  interests  of  the  existing  stockholders.

The  Board  of  Directors  of  the  Company has the present intention of issuing
shares of common stock in connection with the Securities Purchase Agreement (the
"Agreement")  entered into by the Company on March 31, 2006, in order to satisfy
the  obligations  the  Company  undertook  pursuant to aforementioned agreement.
Pursuant to the Agreement the Company has the obligation to register and reserve
for  issuance130%  of the number of shares underlying the Registrable Securities
as  defined  in  the  Agreement. For further description of the transaction, see
Section  "Private Financing Transaction," and the Company's Current Report filed
with  the  SEC  on  Form  8-K  on April 3, 2006, which is hereby incorporated by
reference. Furthermore, such issuance of common stock could have the effects set
forth  above,  however,  this  proposal is not being presented as, and it is not
part  of,  any  plan  to  adopt  a  series  of  anti-takeover  measures.

Private  Financing  Transaction

On  March  31,  2006,  we  entered  into  a  Securities  Purchase Agreement with
certain  accredited investors for the issuance  of  an  aggregate of  $4,500,000
in face amount of 15% Senior Secured  Convertible  Debentures (the "Debentures")
maturing  March  31,  2010,  and  four  year  warrants  (the  "Warrants")  to
purchase  an  aggregate of 7,200,000 shares  of common stock of the Company. The
Debentures  accrue  interest  at  a  rate  of  15%  per  annum.

The  Debentures  are  convertible into shares of the Company's common stock at a
price  equal  to  $0.25 per share. The Company is obligated to pay 1/24th of the
face  amount  of  the  Debenture on the first of every month, starting March 31,
2008,  which  payment can be made in cash or in common stock of the Company. The
Company  may  pay  this amortization payment in cash or in stock at the lower of
$0.25 per share (the "Set Price") or 80% of the volume weighted average price of
the Company's stock for the twenty trading days prior to the repayment date. The
Company's  obligation  to  repay Debentures is secured by all of its assets, and
the  assets  of  its  wholly  owned  subsidiary,  Trinity  Workplace  Learning
Corporation  (the  "Subsidiary"), pursuant to a certain Security Agreement which
the  Company  and  the  Subsidiary  entered into with the investors on March 31,
2006.  In addition, the Company's Subsidiary entered into a Subsidiary Guarantee
with  the investors on March 31, 2006 pursuant to which the Subsidiary agreed to
guarantee  the  Company's  repayment  of  the  Debentures  to  the  investors.

In  the  event of default, the investors may require payment, which shall be the
greater  of:  (A)  130%  of the principal amount of the Debenture to be prepaid,
plus all accrued and unpaid interest thereon, or (B) the principal amount of the
Debenture  to  be  prepaid,  divided by the conversion price on (x) the date the
default  amount  is demanded or otherwise due or (y) the date the default amount
is  paid  in  full, whichever is less, multiplied by the volume weighted average
price on (x) the date the default amount is demanded or otherwise due or (y) the
date  the  default  amount  is  paid  in  full,  whichever  is  greater.

The  Warrants  are  exercisable  into  shares of the Company's common stock at a
price  equal  120% of closing bid price of the Company's common stock on the day
that is one day prior to the initial closing date. If at any time after one year
from  the  date  of  issuance of the Warrant, there is no effective registration
statement  registering the resale of the shares underlying the Warrant, then the
Warrant  may  be exercised at such time by means of a cashless basis. The number
of  shares  underlying  the  warrants  equals  40% of the shares of common stock
issuable  on  full  conversion  of  the  Debentures  at the Set Price (as if the
Debentures  were  so  converted  on  March  31,  2006).

The  conversion  price  of  the  debentures  and  the  exercise  price  of  the
warrants  may  be  adjusted  in  certain circumstances such as if we pay a stock
dividend, subdivide or combine outstanding shares of common stock into a greater
or lesser number of shares, or take such other actions as would otherwise result
in  dilution  of  the  investors'  position.

The  investors  have  agreed  to  restrict  their  ability  to  convert  their
debentures  or  exercise  their  warrants and receive shares of our common stock
such that the number of shares of common stock held by them in the aggregate and
their  affiliates  after such conversion of the Debentures does not exceed 4.99%
or  exercise  of  the  Warrants  does  not  exceed  9.99% of the then issued and
outstanding  shares  of  common  stock.  Furthermore, the investors may exercise
the  Warrants  on a cashless basis if the shares underlying the Warrants are not
then  registered.  In  the event of a cashless exercise, we will not receive any
proceeds.

                                     -7-


THE  BOARD  OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" APPROVAL OF THE
PROPOSAL  TO  AMEND  THE  ARTICLES  OF  INCORPORATION  TO INCREASE THE NUMBER OF
AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK FROM 100,000,000 TO 750,000,000.


                          DESCRIPTION OF CAPITAL STOCK

The  authorized  capital  stock  of  the  Company  consists  of  the  following:

COMMON  STOCK

As  of the Record Date, there were 100,000,000 shares of Common Stock authorized
with  a  par value of $0.001 per share, of which approximately 41,615,513 shares
were  issued and outstanding.  Each holder of Trinity's Common Stock is entitled
to  one  vote for each share held of record on all matters submitted to the vote
of  stockholders,  including  the  election  of  directors.  All  voting  is
non-cumulative, which means that the holder of fifty percent (50%) of the shares
voting  for  the  election  of  the  directors can elect all the directors.  The
holders  of Common Stock are entitled to receive pro rata dividends, when and as
declared  by  the  Board  of  Directors  in its discretion, out of funds legally
available  therefore, but only if all dividends on the Preferred Stock have been
paid  in  accordance  with the terms of such Preferred Stock and there exists no
deficiency  in  any  sinking  fund  for  the  Preferred  Stock.

Dividends  on  the  Common  Stock  are  declared  by the Board of Directors. The
payment  of  dividends  on  the  Common  Stock  in  the  future, if any, will be
subordinate  to  the  Preferred  Stock  and  will  be determined by the Board of
Directors.  In  addition,  the  payment  of  such  dividends  will depend on the
Company's  financial  condition, results of operations, capital requirements and
such  other  factors  as  the  Board  of  Directors  deems  relevant.

PREFERRED  STOCK

As  of  the  Record  Date,  the Company has 10,000,000 shares of Preferred Stock
designated  at  no  par  value.  The  Board  of Directors has sole discretion in
designating  the  preferences,  limitations and relative rights of the Preferred
Stock.  The  Company presently has no Preferred Stock designated or outstanding.

BENEFICIAL OWNERSHIP OF TRINITY LEARNING CORPORATION'S COMMON STOCK OF PRINCIPAL
                     STOCKHOLDERS, DIRECTORS AND MANAGEMENT

The following table sets forth the number of and percent of the Company's common
stock  beneficially  owned  by:

-     all  directors  and  nominees,  naming  them,
-     our  executive  officers,
-     our  directors and executive officers as a group, without naming them, and
-     persons or groups known by us to own beneficially 5% or more of our Common
      Stock  or  our  Preferred  Stock  having  voting  rights:

     The  percentages in the table have been calculated on the basis of treating
as  outstanding  for  a  particular  person,  all  shares  of  our capital stock
outstanding  on June 5, 2006 and all shares of our common stock issuable to that
person  in the event of the exercise of outstanding options and other derivative
securities  owned by that person which are exercisable within 60 days of June 5,
2006.  Except  as otherwise indicated, the persons listed below have sole voting
and  investment  power  with respect to all shares of our capital stock owned by
them.  Unless otherwise indicated, the address for each of the following is 4101
International  Parkway  Carrollton,  Texas  75007.

                                     -8-




                                                                
                                                                   Total        Percent
                                                   Number of    Beneficial      of Class
                                    Number of      Options &     Ownership   Beneficially
Beneficial Owner                 Shares Owned    Warrants (1)          (2)         Owned
-------------------------------  ------------    ------------   -----------   ------------
Dennis J. Cagan
 Chief Executive Officer
 and Director                               0      346,869 (3)       346,869           *

Doug Cole
 Executive Vice President
 and Director                       2,009,972      908,474 (4)     2,918,446         6.86%

William Jobe
 6654 Bradbury Court
 Fort Worth, TX  76132
 Director                             200,000      467,964 (5)       667,964         1.58%

Arthur R. Kidson
 2 Epsom Road
 Stirling, East London
 Republic of South Africa
 Director                                   0      346,499 (6)       346,499           *

Richard G. Thau
 2468 Sharon Oaks Drive
 Menlo Park, CA  94025
 Director                                   0      509,644 (7)       509,644          1.21%

Ron S. Posner
 820 Stony Hill Road
 Tiburon, CA 94920
 Director                             100,000      224,425 (8)       324,425           *

Patrick R. Quinn
 Chief Financial Officer                    0      322,461 (9)       322,461           *

Steven Hanson
 1319 NW 86th Street
 Vancouver, WA 98665
 5% Shareholder                     2,000,000      3,000,000      5,000,000        12.01%

Theodore Swindells
 11400 Southeast 8th Street
 Bellevue, WA 98004
 5% Shareholder                     1,550,000      1,275,000      2,825,000         6.79%

Luc Verelst
 Verbier, Switzerland  1936
 5%  Beneficial Owner               3,725,138      4,000,000      7,725,138        18.56%

All executive officers and
 directors of the Company as a
 group (7 persons)                  2,309,972      3,126,336      5,414,234         12.1%


*Denotes  less  than  one  percent  (1%).
**  Unless  otherwise  stated, all stock options granted expire 5 years from the
date  of  the  respective  stock  option  grant.
(1)  Reflects  warrants,  options  or  other convertible securities that will be
exercisable,  convertible or vested as the case may be within 60 days of June 5,
2006.
(2)  Beneficial  ownership  is  determined  in  accordance with the rules of the
Securities  and  Exchange  Commission.  In  computing  the  number  of  shares
beneficially  owned  by  a  person  and the percentage ownership of that person,
shares of common stock subject to options held by that person that are currently
exercisable  or  become  exercisable  within  60 days following June 5, 2006 are
deemed  outstanding.  These  shares, however, are not deemed outstanding for the
purpose  of  computing  the  percentage  ownership  of  any other person. Unless
otherwise  indicated  in  the  footnotes to this table, the persons and entities
named  in  the  table have sole voting and sole investment power with respect to
the  shares  set  forth  opposite  such  shareholder's  name.

(3)  Consists  of  (i)  25,000 stock options, which are fully vested, granted on
October  9, 2002 and which expire on October 9, 2007; (ii) 125,000 stock options
granted  on May 19, 2005, of which 71,896 would vest by September 1, 2006; (iii)
250,000  stock  options  granted  on May 9, 2006, of which 125,000 would vest by
September  1,  2006; and (iv) 125,000 stock options granted on February 8, 2006,
fully  vested.  **

(4)  Consists of (i) 250,000 stock options, fully vested, granted on December 1,
2002  and which expire on October 9, 2007; (ii) 250,000 stock options granted on
December  31,  2003,  of  which  234,490  would vest by September 1, 2006; (iii)
250,000  stock  options granted on January 28, 2005, of which 164,023 would vest
by  September  1, 2006; (iv) 250,000 stock options granted on April 18, 2005, of
which  148,850  would  vest  by September 1, 2006; and (v) 250,000 stock options
granted  on  February 8, 2006, of which 111,111 would vest by September 1, 2006.
**

(5)  Consists  of  (i) 25,000 stock options, fully vested, granted on October 9,
2002;  (ii) 125,000 stock options granted on December 31, 2003, of which 117,245
would vest by September 1, 2006; (iii) 25,000 stock options granted on September
1,  2004,  of  which  19,283 would vest by September 1, 2006; (iv) 125,000 stock
options  granted on January 28, 2005, of which 82,011 would vest by September 1,
2006; (v) 125,000 stock options granted on April 18, 2005, of which 74,425 would
vest  by September 1, 2006; and (v) 150,000 stock options granted on February 8,
2006,  which  are  fully  vested.  **

(6)  Consists of (i) 125,000 stock options granted on February 1, 2004, of which
114,641  would  vest  by September 1, 2006; (ii) 25,000 stock options granted on
September 1, 2004, of which 19,283 would vest by September 1, 2006; (iii) 50,000
stock  options  granted  on  January  28,  2005,  of  which 32,805 would vest by
September 1, 2006; (iv) 50,000 stock options granted on April 18, 2005, of which
29,770 would vest by September 1, 2006; and (v) 150,000 stock options granted on
February  8,  2006,  which  are  fully  vested.  **

(7)  Consists  of  (i)  25,000 stock options, which are fully vested, granted on
October  9, 2002 and which expire on October 9, 2007; (ii) 125,000 stock options
granted  on  February 1, 2004, of which 114,641 would vest by September 1, 2006;
(iii)  50,000  stock options granted on September 1, 2004, of which 38,566 would
vest by September 1, 2006; and (iv) 125,000 stock options granted on January 28,
2005, of which 82,011 would vest by September 1, 2006; (v) 125,000 stock options
granted  on April 18, 2005, of which 74,425 would vest by September 1, 2006; and
(vi)  175,000 stock options granted on February 8, 2006, which are fully vested.
**

(8)  Consists  of  (i)  25,000 stock options, which are fully vested, granted on
April  1,  2003  and which expire on October 9, 2007; (ii) 125,000 stock options
granted  on April 18, 2005, of which 74,425 would vest by September 1, 2006; and
(iii)  125,000  stock  options  granted  on  February  8, 2006, fully vested. **
(9)  Consists  of (i) 250,000 stock options, granted on April 18, 2005, of which
148,850  would  vest by September 1, 2006; (ii) 250,000 stock options granted on
February 8, 2006, fully vested; and (iii) 250,000 stock options granted on April
18,  2005,  of  which  62,500  would  vest  by  September  1,  2006.  **



INTEREST  OF  CERTAIN  PERSONS  IN  MATTERS  TO  BE  ACTED  UPON

Except  as  otherwise  described in this Proxy Statement, no director, executive
officer, associate of any director or executive officer, or any other person has
any substantial interest, direct or indirect, by security holdings or otherwise,
resulting from the proposed amendment to the Articles of Incorporation set forth
herein,  which  is  not  shared  by  all  other  shareholders  pro  rata, and in
accordance  with  their  respective  interests.

OTHER  BUSINESS

The  Board  of  Directors  is  not  aware  of  any matter other than the matters
described above to be presented for action at the Meeting. However, if any other
proper  items of business should come before the Meeting, it is the intention of
the  individuals  named  on  your  proxy  card  as  the proxy holders to vote in
accordance  with  their  best  judgment  on  such  matters.

                       BY ORDER OF THE BOARD OF DIRECTORS

/s/Patrick  R.  Quinn
----------------------
Patrick  R.  Quinn
Chief  Financial  Officer

Dated:  August  18,  2006
Carrollton,  Texas

                                     -9-


                                                                       EXHIBIT A
                              ARTICLES OF AMENDMENT

                                     TO THE

                            ARTICLES OF INCORPORATION

                                       OF

                          TRINITY LEARNING CORPORATION

      Under Sections 16-10a-1006 and 16-10a-1002 of the Utah Revised Business
                                 Corporation Act

     The  undersigned,  Chief  Executive Officer of the corporation, does hereby
certify  as  follows:

     FIRST:  The  name  of  the  corporation  is:

                                 TWL CORPORATION

     SECOND: The articles of incorporation of the Corporation are hereby amended
by  replacing  Article  III,  in  its  entirety,  with  the  following:

ARTICLE  III:  "The  aggregate number of shares which the Corporation shall have
authority  to  issue  is  Seven  Hundred  Sixty  Million (760,000,000) shares of
capital  stock consisting of Seven Hundred Fifty Million (750,000,000) shares of
common  stock  ("Common Stock") and Ten Million (10,000,000) shares of preferred
stock  ("Preferred  Stock").

The  authority  to  issue  the  Preferred  Stock shall be vested in the board of
directors.  The  board  of  directors, without shareholder action, may amend the
Corporation's  Articles  of Incorporation pursuant to Section 16-10a-1002 of the
Utah  Revised  Business  Corporation  Act  to:

(i)   create  one or more series of Preferred Stock, fix the number of shares of
each such series, and designate, in whole or part, the preferences, limitations,
and relative rights of the series, all before the issuance of any shares of that
series;

(ii)  alter  or revoke the preferences, limitations, and relative rights granted
to  or  imposed  upon  any  wholly  unissued  series  of  Preferred  Stock;  or

(iii)  increase  or  decrease  the number of shares constituting any series, the
number of shares of which was originally fixed by the board of directors, either
before  or  after the issuance of shares of the series, provided that the number
may  not be decreased below the number of shares of the series then outstanding,
or  increased  above  the  total  number of authorized shares of Preferred Stock
available  for  designation  as  part  of  the  series.

The  preferences, limitations, and relative rights of the Preferred Stock or any
series  of  the  Preferred  Stock  may include, but is not limited to, Preferred
Stock  that  (a) has special,  conditional or limited voting rights, or no right
to  vote;  (b)  is  redeemable  or  convertible;  (c)  entitles  the  holders to
distributions  calculated  in  any  manner,  including  dividends  that  may  be
cumulative,  non-cumulative,  or  partially  cumulative; (d) and Preferred Stock
that  has  preference  over  the  Common  Stock  with  respect to distributions,
including  dividends  and distributions upon the dissolution of the corporation.
The above-described authority of the board of directors to fix and determine may
be exercised by corporate resolution from time to time as the board of directors
sees  fit."

     THIRD:      The amendment of the articles of incorporation herein certified
has  been  duly adopted at a meeting of the Corporation's Board of Directors and
stockholders holding a majority of the outstanding shares of common stock of the
Corporation in accordance with the provisions of Section 16-10a-1006 of the Utah
Revised  Business  Corporation  Act.

     IN  WITNESS  WHEREOF,  the  Corporation has caused its corporate seal to be
hereunto affixed and this Articles of Amendment of the Corporation's Articles of
Incorporation,  as  amended, to be signed by Dennis Cagan, its CEO, this ___ day
of  ________,  2006.

                         TRINITY  LEARNING  CORPORATION


                         /s/  Dennis  Cagan
                         ------------------
                         Dennis  Cagan
Chief  Executive  Officer

                                      -10-


PROXY
                          TRINITY LEARNING CORPORAITON
                  SPECIAL MEETING OF STOCKHOLDERS - TO BE HELD
                               SEPTEMBER 26, 2006
           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The  undersigned,  revoking  all prior proxies, hereby appoints DENNIS CAGAN and
PATRICK  R.  QUINN and each of them, with full power of substitution in each, as
proxies  for  the  undersigned, to represent the undersigned and to vote all the
shares of Common Stock of the Company which the undersigned would be entitled to
vote,  as  fully as the undersigned could vote and act if personally present, at
the  Special Meeting of Stockholders (the "Meeting") to be held on September 26,
2006, at 8:30 A.M., Central Standard time, at the Company's headquarters located
at  4101  International Parkway, Carrollton, Texas 75007, or at any adjournments
or  postponements  thereof.

Should  the  undersigned  be  present and elect to vote at the Meeting or at any
adjournments  or  postponements thereof, and after notification to the Secretary
of  the  Company  at the Meeting of the stockholder's decision to terminate this
proxy,  then  the  power of such attorneys or proxies shall be deemed terminated
and  of  no further force and effect. This proxy may also be revoked by filing a
written  notice  of  revocation  with  the  Secretary  of the Company or by duly
executing  a  proxy  bearing  a  later  date.

          THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" IN SUPPORT OF
                          EACH OF THE LISTED PROPOSALS.

Proposal  (1)  to  approve  the  amendment  of  the  Company's  Articles  of
Incorporation,  as  amended,  to  change  the  name  of the Company from Trinity
Learning  Corporation  to  TWL  Corporation.

                          FOR|_| AGAINST|_| ABSTAIN|_|

Proposal  (2)  to  approve  the  amendment  of  the  Company's  Articles  of
Incorporation, as amended, to increase the Company's authorized shares of common
stock  from  100,000,000  shares  to  750,000,000.

                          FOR|_| AGAINST|_| ABSTAIN|_|

The  shares  represented  by  this  proxy  will  be  voted  as  directed  by the
stockholder,  but if no instructions are specified, this proxy will be voted for
proposal  (1)  and  (2). If any other business is presented at the Meeting, this
proxy  will be voted by those named in this proxy in their best judgment. At the
present  time, the Board of Directors knows of no other business to be presented
at  the  Meeting.

The undersigned acknowledges receipt from the Company, prior to the execution of
this  proxy,  of  the Notice of Special Meeting and accompanying Proxy Statement
relating  to  the  Meeting.

NOTE:  PLEASE MARK, DATE AND SIGN AS YOUR NAME(S) APPEAR(S) HEREON AND RETURN IN
THE  ENCLOSED  ENVELOPE.  IF  ACTING  AS AN EXECUTORS, ADMINISTRATORS, TRUSTEES,
GUARDIANS,  ETC.,  YOU  SHOULD  SO  INDICATE  WHEN  SIGNING.  IF  THE  SIGNER IS
CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY DULY AUTHORIZED OFFICER. IF
SHARES  ARE  HELD  JOINTLY,  EACH  SHAREHOLDER  SHOULD  SIGN.

Signature  (Please sign within the box) [________] DATE: _______, 2006 Signature
(Joint  owners)  [_________]  DATE:  _______,  2006

                                      -11-