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

                                  FORM 10-QSB/A
                                (Amendment No. 1)

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

                For the Quarterly Period Ended December 31, 2003

                           Commission File No. 0-8924

                          Trinity Learning Corporation
        (Exact name of small business issuer as specified in its charter)

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

                 1831 Second Street, Berkeley, California 94710
                    (Address of principal executive offices)

                                 (510) 540-9300
                           (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 [ ]

As of February 6, 2004,  25,620,401  shares of the issuer's Common Stock, no par
value per share, were outstanding.


<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/A  FOR  THE  QUARTER  ENDED   DECEMBER  31,  2003,   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:  OUR ABILITY TO
SUCCESSFULLY INTEGRATE TOUCHVISION, INC. ("TOUCHVISION"),  RIVER MURRAY TRAINING
PTY  LTD  ("RMT")  AND  OUR  MAJORITY  INTERESTS  IN  AYRSHIRE  TRADING  LIMITED
("AYRSHIRE")  AND IRCA (PTY.) LTD.  ("IRCA");  DETERIORATION IN CURRENT ECONOMIC
CONDITIONS;  OUR  ABILITY  TO PURSUE  BUSINESS  STRATEGIES;  PRICING  PRESSURES;
CHANGES  IN  THE  REGULATORY   ENVIRONMENT;   OUTCOMES  OF  PENDING  AND  FUTURE
LITIGATION; 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.


<PAGE>


The Company is filing this Form  10-QSB/A as a result of its  determination,  as
disclosed  in its Form 8K filed  October 18, 2004,  to use the equity  method of
accounting  with  respect to the  Company's  51%  interest in  Ayrshire  Trading
Limited  ("Ayrshire")  which owns 95%  Riverbend  Group  Holdings  (Proprietary)
Limited ("Riverbend"),  acquired in September 2003, and its 51% interest in IRCA
(Proprietary)   Limited   ("IRCA")   acquired  in  December   2003  rather  than
consolidating the financial results of these entities with those of the Company,
as was reflected in the Company's original report on Form 10-QSB. As a result of
this  change,  gross profit of  $2,112,966  as  originally  reported for the six
months ended December 31, 2003 was reduced by $552,626 and $783,995 for Ayrshire
and  Riverbend,  respectively.  Operating  expense of  $4,567,216  as originally
reported  for the same period was reduced by $851,482  and $948,856 for Ayrshire
and  IRCA  respectively.  The  Company  has also  changed  the  calculation  for
stock-based  compensation to include a volatility factor of 70% where previously
we had used a zero volatility factor in the Black-Scholes  valuation model. This
resulted in additional salary expense of $160,862

This Amendment  continues to reflect  circumstances  of the date of the original
filing of the Form 10-QSB,  and we have not made any attempt to modify or update
the  disclosures  contained  therein to reflect  events that occurred at a later
date, except for the items related to the restatement and as otherwise expressly
stated herein.


PART I.    FINANCIAL INFORMATION
Item 1.    Consolidated Financial Statements
              Consolidated Balance Sheets December 31, 2003 (Unaudited) and
              June 30, 2003
              Consolidated Statements of Operations and Comprehensive Income
              Three and six months ended December 31, 2003 and 2003 (Unaudited)
              Consolidated Statements of Cash Flows Three and six months ended
              December 31, 2003 and 2002 (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.    Changes in 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 and Reports on Form 8-K

SIGNATURES

Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2


<PAGE>


                                     PART I
                              FINANCIAL INFORMATION
                    ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS
                  Trinity Learning Corporation and Subsidiaries
                           Consolidated Balance Sheet

<TABLE>
<CAPTION>
                                                                                      December 31, 2003
                                                                                    (Unaudited & Restated)     June 30, 2003
                                                                                    ----------------------     -------------
<S>                                                                                       <C>                  <C>
Assets
Current Assets
       Cash                                                                               $    658,048         $     86,511
       Accounts Receivable                                                                     370,240               42,719
       Interest Receivable                                                                           -                   41
       Prepaid Expense and Other Current Assets                                                151,402               97,944
                                                                                          ------------         ------------
                                                       Total Current Assets                  1,179,690              227,215
                                                                                          ------------         ------------

Investments in Associated Companies, at Equity, Net (Notes 2 and 5)                          2,729,096                    -
                                                                                          ------------         ------------

Property & Equipment (Note 3)
       Furniture & Equipment                                                                    52,675               53,385
       Accumulated Depreciation                                                                (17,225)              (7,824)
                                                                                          ------------         ------------
                                                   Net Property & Equipment                     35,450               45,561
                                                                                          ------------         ------------
Intangible Assets (Notes 2 and 4)
       Purchased Intangible Assets                                                           1,731,379            1,118,312
       Accumulated Amortization                                                               (112,240)            (167,747)
                                                                                          ------------         ------------
                                                       Net Intangible Asset                  1,619,139              950,565
                                                                                          ------------         ------------

Note Receivable (Note 8)                                                                     1,000,000               25,000
Other Assets                                                                                         -               94,003
                                                                                          ------------         ------------
                                                               Total Assets               $  6,563,375         $  1,342,344
                                                                                          ============         ============

Liabilities, Contingently Redeemable Equity and Stockholders' Equity
Liabilities
       Accounts Payable                                                                   $  1,132,177         $    391,872
       Accrued Expenses                                                                        402,506              270,270
       Interest Payable                                                                              -               63,987
       Deferred Revenue (Note 1)                                                               214,036                    -
       Notes Payable - Current (Note 10)                                                        15,715                    -
       Notes Payable-Related Parties (Notes 7, 9 and 10)                                        15,379            2,147,151
                                                                                          ------------         ------------
                                                        Current Liabilities                  1,779,813            2,873,280

       Notes Payable-Long Term (Note 10)                                                       243,074                    -
                                                                                          ------------         ------------
                                                          Total Liabilities                  2,022,887            2,873,280
                                                                                          ------------         ------------

Contingently Redeemable Equity (Notes 1 and 2)                                               2,250,000                    -
                                                                                          ------------         ------------

Stockholders' Equity
       Common Stock, 100,000,000 Shares Authorized at No Par Value,
       25,270,401 and 14,956,641 shares Issued and Outstanding,
       Respectively                                                                         16,133,433            9,693,447
       Accumulated Deficit                                                                 (13,791,895)         (11,188,913)
       Subscription Receivable                                                                 (35,000)             (35,000)
       Accumulated Other Comprehensive Loss                                                    (16,050)                (470)
                                                                                          ------------         ------------
                                                 Total Stockholders' Equity                  2,290,488           (1,530,936)
                                                                                          ------------         ------------
 Total Liabilities, Contingently Redeemable Equity and Stockholders' Equity               $  6,563,375         $  1,342,344
                                                                                          ============         ============
</TABLE>

   The accompanying notes are an integral part of these financial statements.


<PAGE>

                  Trinity Learning Corporation and Subsidiaries
           Consolidated Statement of Operations and Comprehensive Loss

<TABLE>
<CAPTION>
                                                               Three Months Ended                 Six Months Ended
                                                                   December 31                       December 31
                                                                   (Unaudited)                       (Unaudited)
                                                         2003 (Restated)       2002        2003 (Restated)       2002
                                                          ------------     ------------     ------------     ------------
<S>                                                       <C>              <C>              <C>              <C>
Revenue
       Sales Revenue                                      $    726,805     $     62,660     $    980,798     $     62,660
       Cost of Sales                                          (171,956)               -         (204,453)               -
                                                          ------------     ------------     ------------     ------------
               Gross Profit                                    554,849           62,660          776,345           62,660
                                                          ------------     ------------     ------------     ------------
Expenses
       Salaries & Benefits                                     955,828          246,948        1,523,547          284,948
       Professional Fees                                       323,816           16,158          540,381          339,899
       Selling, General & Administrative                       355,417          330,203          625,011          366.433
       Depreciation & Amortization                             149,963           58,210          238,801           58,290
                                                          ------------     ------------     ------------     ------------
                              Total Expense                  1,785,024          651,519        2,927,740        1,049,570
                                                          ------------     ------------     ------------     ------------
                       Loss from Operations                 (1,230,175)        (588,859)      (2,151,395)        (986,910)
                                                          ------------     ------------     ------------     ------------

Other Expense
       Interest Expense, net                                    25,061           24,074           48,349           30,844
       Equity in Losses of Associated Companies                397,985                -          398,980                -
       Foreign Currency Loss                                     3,851                -            4,258                -
                                                          ------------     ------------     ------------     ------------
                        Total Other Expense                    426,897           24,074          451,587           30,844
                                                          ------------     ------------     ------------     ------------

                Loss Before Taxes                           (1,657,072)        (612,933)      (2,602,982)      (1,017,754)
                   Taxes                                             -                -                -                -
                                                          ------------     ------------     ------------     ------------
                Net Loss                                  $ (1,657,072)    $   (612,933)    $ (2,602,982)    $ (1,017,754)
                                                          ============     ============     ============     ============

       Net Loss Per Common Share
                      Basic                               $      (0.08)    $      (0.17)    $      (0.14)    $      (0.28)
                                                          ============     ============     ============     ============
                      Diluted                             $      (0.08)    $      (0.17)    $      (0.14)    $      (0.28)
                                                          ============     ============     ============     ============
Weighted Average Shares Outstanding                         21,570,021        3,602,274       18,772,572        3,602,274
                                                          ============     ============     ============     ============
</TABLE>

A summary of the components of other comprehensive loss for the three and six
months ended December 31, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                                      For the Three Months Ended
                                                                             December 31
                                                                    2003 (Restated)       2002
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
             Net Loss                                                $ (1,657,072)    $   (612,933)
             Foreign currency translation                                 (12,619)           7,520
                                                                     ------------     ------------
                                        Comprehensive Loss           $ (1,669,691)    $   (605,413)
                                                                     ============     ============
</TABLE>

<TABLE>
<CAPTION>
                                                                       For the Six Months Ended
                                                                             December 31
                                                                    2003 (Restated)       2002
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
             Net Loss                                                $ (2,602,982)    $ (1,017,754)
             Foreign currency translation                                 (15,580)           7,520
                                                                     ------------     ------------
                                        Comprehensive Loss           $ (2,615,562)    $ (1,011,234)
                                                                     ============     ============
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>

                  Trinity Learning Corporation and Subsidiaries
                      Consolidated Statement of Cash Flows

<TABLE>
<CAPTION>
                                                                                            Six Months Ended
                                                                                               December 31
                                                                                               (Unaudited)
                                                                                     2003 (Restated)      2002
                                                                                     ---------------   -----------
<S>                                                                                    <C>             <C>
Cash flows from operating activities:
       Net loss                                                                        $(2,602,982)    $(1,017,754)
       Adjustments to reconcile net loss to net cash provided by
       operating activities:
             Depreciation and amortization                                                 238,801          58,290
             Stock option compensation                                                     219,584               -
             Equity in losses of associated companies                                      398,980               -
       Changes in current assets and liabilities, net of business acquired:
             Accounts receivable, net                                                     (179,047)         16,860
             Prepaid expenses and other assets                                              99,968            (828)
             Accounts payable, accrued expenses and deferred revenue                       443,243         217,978
             Interest payable                                                             (190,137)         28,688
                                                                                       -----------     -----------
                   Net cash used by operating activities                                (1,571,590)       (696,766)
                                                                                       -----------     -----------

Cash flows from investing activities:
       Payment for business acquisitions, net of cash acquired                            (828,097)         74,958
       Notes and interest receivable, net                                                 (974,959)           (698)
       Capital expenditures                                                                (16,838)         (6,389)
                                                                                       -----------     -----------
                   Net cash (used) provided by investing activities                     (1,819,894)         67,871
                                                                                       -----------     -----------

Cash flows from financing activities:
       Proceeds (Repayments) on related party note payable                                (500,000)          3,928
       Borrowings under short term notes                                                         -         690,000
       Financing fees paid                                                                (625,859)              -
       Proceeds from sale of common stock                                                5,073,300               -
                                                                                       -----------     -----------
                   Net cash provided by financing activities                             3,947,441         693,928

Effect of foreign exchange on cash                                                          15,580          (7,520)
                                                                                       -----------     -----------

                                                    Net increase in cash                   571,537          57,513

                                             Cash at beginning of period                    86,511           1,632
                                                                                       -----------     -----------

                                                   Cash at end of period               $   658,048     $    59,145
                                                                                       ===========     ===========

Supplemental information:

   Interest paid                                                                       $     6,708     $         -
                                                                                       ===========     ===========
   Issuance of common stock for business acquisitions                                  $   975,000     $    75,000
                                                                                       ===========     ===========
   Issuance of contingently redeemable equity                                          $ 2,250,000     $         -
                                                                                       ===========     ===========
   Cancellation of common stock and convertible notes
      payable pursuant to the sale of CBL, net                                         $  (592,997)    $         -
                                                                                       ===========     ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>


                  Trinity Learning Corporation and Subsidiaries
                        Notes to the Financial Statements
                                December 31, 2003


NOTE 1.  ACCOUNTING POLICIES

Overview

We  commenced a strategy in 2002 to acquire  operating  companies  in  strategic
markets that have developed proprietary  technology-enabled  learning,  training
and certification  services targeted at major customers in worldwide industries.
Our mission is to become a leading global learning solution  corporation through
acquisition,  business development and strategic relationships. 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 Rule 10-01 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
Learning  Corporation  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  Transition  Report on Form 10-KSB for the  transition
period from  October 1, 2002 to June 30, 2003.  On August 6, 2003,  our board of
directors  approved a change in our fiscal year-end from September 30 to June 30
to align with those of the  companies  we had  already  acquired or were at that
time in the process of acquiring. The results of operations for the three months
ended  September  30, 2003,  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  October 1, 2002  acquisition  of CBL
Global  Corporation  and  related  companies  ("CBL"),  our  September  1,  2003
acquisitions  of all of the issued and outstanding  shares of TouchVision,  Inc.
("TouchVision")  and of River Murray  Training  Pty Ltd ("RMT");  and 51% of the
issued and outstanding  shares of Ayrshire Trading Limited  ("Ayrshire") as well
as our December 1, 2003 acquisition of Danlas Limited ("Danlas").  Ayrshire owns
95% of the issued and outstanding shares of Riverbend Group Holdings (Pty.) Ltd.
("Riverbend"). These companies are collectively referred to as Riverbend. Danlas
owns  51%  of  IRCA   (Proprietary)   Limited  ("IRCA").   These  companies  are
collectively referred to as IRCA.

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.

Change in Accounting for Ayrshire / Riverbend and IRCA

     As disclosed in our Form 8K dated  October 18, 2004,  we announced  that in
the process of preparing and completing its audit for the fiscal year ended June
30, 2004, we reviewed our earlier  determination  to  consolidate  the financial
statements  of our 51% ownership of Ayrshire  which owns 95% of Riverbend.  This
consolidation  was  reflected  in the  Company's  interim  financial  statements
included in its  previously-filed  quarterly reports for fiscal 2004. After this
review and following  discussions by the Company's officers with its predecessor
auditor  Chisholm,  Bierwolf,  Nilson & Associates  and its current  auditor BDO
Spencer Steward,  the Company's Board of Directors concluded on October 12, 2004
to use the equity method of accounting with respect to the Company's interest in
IRCA and Riverbend,  rather than  consolidating  the financial  results of these
entities with those of the Company.

     Our 51%  ownership in Ayrshire and in IRCA have been  accounted  for in the
financial  statements  included  with this  report  using the  equity  method of
accounting.  The equity method of accounting requires an investor to incorporate
its pro rata share of the investee's earnings into its earnings. However, rather
than include each component,  e.g. sales, cost of sales, operating expenses, the
investor  only  includes  its share of the  investee's  net  income or loss as a
separate line item in its net income. The net income impact is identical whether
the equity method of accounting is used or full consolidation is employed. Under
the equity method of accounting, the balance

<PAGE>

sheet  of the  investee  is not  consolidated  with  the  balance  sheet  of the
investor. Rather, the fair value of the consideration paid is shown as an asset,
"Investments  in Associated  Companies." The equity method of accounting is used
for  investments  in which  the  investor  has  significant  influence  over the
operations of the investee but lacks operating control.

     Emerging  Issues  Task Force Issue  96-16,  "Investor's  Accounting  for an
Investee  When the  Investor  Has a Majority  Voting  Interest  but the Minority
Shareholders  Have  Certain  Approval  or Voting or Veto  Rights"  (EITF  96-16)
provides  guidance  as to  the  distinction  between  protective  rights  of the
minority  shareholder which do not overcome the presumption of consolidation and
substantive  participating  rights  of  the  minority  shareholder.  Substantive
participating  rights that allow the  minority  shareholder  to  participate  in
establishing operating and capital decisions in the ordinary course of business,
overcome the presumption that the investor should consolidate the investee.

     o    In the  Riverbend  transaction,  Section  20.2.11.3 of the  Definitive
          Agreement ("the  Agreement")  between  Trinity,  the majority owner in
          Ayrshire,  and Great Owl Limited ("Great Owl"),  the minority owner in
          Ayrshire,  prevents  Ayrshire  and its  subsidiaries  from  approving,
          canceling or effecting  "material  changes to the annual budget or any
          modification  thereof" or "incur  unbudgeted  capital  expenditure  of
          US$150,000  per item or  US$500,000  per  annum."  Also,  pursuant  to
          Section  18.3 of the  Agreement,  Trinity  and  Great  Owl  are  "each
          entitled  to  appoint  an equal  number of  directors  to the board of
          directors" of Ayrshire. These substantive  participating rights of the
          minority  shareholder  preclude  consolidation  of this investment and
          will remain in effect until Trinity owns 100% of Ayrshire.

     o    In the IRCA  transaction,  Section  20.1.19.3  of the  Sale of  Shares
          Agreement ("SOS  Agreement")  between Danlas  Limited,  a wholly owned
          subsidiary  of  Trinity,  and  IRCA  Investments  (Pty.)  Ltd.  ("IRCA
          Investments"), the minority shareholder in IRCA, prevents IRCA and its
          subsidiaries from approving,  canceling or effecting "material changes
          to the annual budget or any modification  thereof, or to its strategic
          plans or marketing strategy or incur unbudgeted capital expenditure in
          excess of R200,000  (two hundred  thousand  Rand) per item or R800,000
          (eight hundred  thousand Rand) in total per annum." Also,  pursuant to
          Section 19 of the SOS Agreement, Danlas and IRCA Investments are "each
          entitled  to  appoint  equal  number  of  directors  to the  board  of
          directors"  of IRCA.  These  substantive  participating  rights of the
          minority  shareholder  will remain in effect  until Danlas owns 60% of
          IRCA.

Principles of Consolidation and Basis of Presentation

On August  6,  2003,  our board of  directors  approved  a change in our  fiscal
year-end  from  September 30 to June 30 to align with those of the  companies we
had  already  acquired  or were at that time in the  process of  acquiring.  Our
consolidated  financial  statements  include the accounts of the company and our
wholly-owned   subsidiaries.   All  significant  intercompany  transactions  are
eliminated in consolidation.

Our 51% ownership in Ayrshire and in IRCA, respectively, have been accounted for
in the financial statements included with this report using the equity method of
accounting.  The equity method of accounting requires an investor to incorporate
its pro rata share of the investee's earnings into its earnings. However, rather
than include each component,  e.g. sales, cost of sales, operating expenses, the
investor  only  includes  its share of the  investee's  net  income or loss as a
separate line item in its net income. The net income impact is identical whether
the equity method of accounting is used or full consolidation is employed. Under
the equity  method of  accounting,  the  balance  sheet of the  investee  is not
consolidated with the balance sheet of the investor.  Rather,  the fair value of
the  consideration  paid is recorded  as an asset,  "Investments  in  Associated
Companies." The equity method of accounting is used for investments in which the
investor has significant influence over the operations of the investee but lacks
operating control. (See Notes 2 and 5).

Use of Estimates

The  preparation  of the  Company's  unaudited  interim  consolidated  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.

<PAGE>

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:

Purchase   Accounting.   The  Company   accounts  for  its  investments  in  its
subsidiaries  using the purchase  method of  accounting.  Intangible  assets are
recognized  apart from goodwill if they are  contractual in nature or separately
identifiable.  Acquisitions  are  measured  on the fair  value of  consideration
exchanged and, if the consideration  given is not cash,  measurement is based on
the fair  value of the  consideration  given  or the  fair  value of the  assets
acquired whichever is more reliably measured.  The excess of cost of an acquired
entity over the net amounts assigned to acquired assets and liabilities  assumed
shall be recognized as goodwill.  The valuation and allocation process relies on
significant  assumptions  made by management.  In  particular,  the value of the
shares issued to effect the purchase.

Identifiable  Intangible Assets. The Company amortizes  identifiable  intangible
assets over their useful life unless that life is determined  to be  indefinite.
The  remaining  useful life of an  intangible  asset that is being  amortized is
evaluated each reporting period as to whether events and circumstances warrant a
revision to the remaining period of amortization.  Goodwill is not amortized and
is tested for impairment on an annual basis.  The implied fair value of goodwill
is determined by allocating fair value to all assets and  liabilities  acquired;
the excess of the price paid over the amounts assigned to assets and liabilities
acquired is the implied fair value of goodwill.

Revenue Recognition

We  earn  our  revenues  primarily  from  service-related  contracts,  including
operations  and  maintenance  services  and a variety  of  technical  assistance
services, and are accounted for over the period of performance, in proportion to
the costs of performance,  evenly over the period,  or over units of production.
Four basic criteria must be met before revenue can be recognized: (1) persuasive
evidence  of an  arrangement  exists;  (2)  delivery  has  occurred  or services
rendered;  (3) the fee is fixed  and  determinable;  and (4)  collectibility  is
reasonably assured.  The Company determines whether criteria (3) and (4) are met
based on judgments regarding the nature of the fee charged for services rendered
and products delivered and the collectibility of those fees.

Deferred Revenue

We record deferred revenue which are amounts that have been billed in advance of
services provided.  Deferred revenue includes amounts which have been billed and
not collected for which  revenue is being  recognized  ratably over the contract
period. We acquired approximately $60,000 of deferred revenue in connection with
the acquisition of TouchVision, Inc. As of December 31, 2003, and June 30, 2003,
deferred revenue was $214,036 and $0, respectively. The Company anticipates that
substantially all such amounts will be earned over the next twelve months.

Allowance for Uncollectible Accounts Receivable

Our accounts receivable are reduced by an allowance for accounts that may become
uncollectible in the future.  We base our estimated  allowance for uncollectible
accounts primarily on management's  evaluation of the financial condition of our
clients.  Management  regularly  evaluates  the  adequacy of the  allowance  for
uncollectible  accounts by taking into consideration factors such as the type of
client; governmental agencies or private sector; trends in actual and forecasted
credit quality of the client,  including  delinquency and late payment  history;
and current economic conditions that may affect a client's ability to pay.

Concentrations of Credit Risk

Financial instruments,  which potentially subject us to concentrations of credit
risk, consist  principally of trade  receivables.  Concentrations of credit risk
with respect to trade receivables are limited due to the large number of clients
that comprise our customer base and their dispersion  across different  business
and  geographic  areas.  Our  cash  balances  and  short-term   investments  are
maintained in accounts held by major banks and  financial  institutions  located
primarily  in the United  States and  Australia.  We  estimate  and  maintain an
allowance  for  potentially  uncollectible  accounts  and  such  estimates  have
historically been within management's expectations.

<PAGE>

Cash and Cash Equivalents

We consider all highly  liquid  instruments  with  original  maturities of three
months or less to be cash equivalents.

Property and Equipment

Property  and  equipment  are stated at cost.  In the year assets are retired or
otherwise  disposed  of,  the costs and  related  accumulated  depreciation  are
removed  from the  accounts,  and any gain or loss on disposal is  reflected  in
income.  Depreciation  is provided on the  straight-line  method using estimated
lives  ranging from three to five years for property  and  equipment.  Leasehold
improvements  are  amortized  over the length of the lease or  estimated  useful
life,  whichever is less.  Property and equipment is  periodically  reviewed for
impairment. When such impairment is identified, it is recorded as a loss in that
period.

Notes Receivable

Notes  receivable  includes  advances made to our subsidiaries in advance of the
acquisition  of that  subsidiary.  When the  acquisition is finalized and should
that  subsidiary be  consolidated,  the note  receivable will be reclassified to
intercompany notes receivable and eliminated in consolidation.  Notes receivable
also  includes  advances made to  associated  companies  accounted for using the
equity method of accounting.  Notes  receivable  from  associated  companies are
evaluated  quarterly for  collectibility  and amounts deemed  uncollectible  are
written off in the period they are deemed uncollectible.

Contingently Redeemable Equity

Contingently  redeemable equity are shares of our common stock issuable upon the
conversion of notes payable upon the satisfaction of certain conditions pursuant
to a contingent stock arrangement. The contingent stock arrangement is dependent
on the satisfaction of certain conditions by us, most notably the listing of our
common stock an a major stock exchange in the United States of America, for whom
there are  financial  requirements  for listing.  The value of the  contingently
redeemable  equity  is based on the  number  of shares to be issued at $0.50 per
share.

Software Development Costs

Software   development   costs  are  charged  to  expense  as   incurred   until
technological  feasibility  is attained.  Technological  feasibility is attained
when the Company's software has completed system testing and has been determined
viable for its intended use. The time between the  attainment  of  technological
feasibility  and  completion  of  software   development  has  been  short  with
immaterial   amounts  of  development   costs   incurred   during  this  period.
Accordingly,  software  costs  have  not been  capitalized  other  than  product
development  costs  acquired  through  technology   business   combinations  and
technology purchases.

Earnings per Share

Basic earnings (loss) per common share is computed by dividing net income (loss)
available  for common  stockholders  by the  weighted  average  number of common
shares  outstanding  for the period.  Diluted  earnings  (loss) per common share
("DEPS") is computed  giving effect to all dilutive  potential  shares of shares
issued but held in escrow,  common stock  issuable upon the  conversion of notes
payable or the  exercise  of stock  options  and  warrants.  DEPS is computed by
dividing  net  income   (loss)   available  for  common   stockholders   by  the
weighted-average  common shares and dilutive  potential  common shares that were
outstanding  during  the  period.  Shares  from the  release  of escrow  shares,
conversion  of notes  payable or the exercise of options and warrants for common
shares were not included in the  computation  of DEPS,  because their  inclusion
would have been  antidilutive  for the three and six months  ended  December 31,
2003 and 2002.

If the company  were to include all  potential  shares in the  calculation,  the
following items would be included:

     o    Stock options to purchase  3,542,000  shares of common stock at prices
          ranging from $0.05 to $0.50 per share were outstanding at December 31,
          2003; no options were outstanding at December 31, 2002.
     o    Warrants  to  purchase  18,714,950  shares of  common  stock at prices
          ranging from $0.05 to $2.00 per share were outstanding at December 31,
          2003; no warrants were outstanding at December 31, 2002.

<PAGE>

     o    At December 31, 2003 and 2002, we held 372,500 and 1,000,000 shares in
          escrow, respectively.
     o    In  consideration  for the Ayrshire  shares,  we issued a  convertible
          non-interest-bearing  promissory note in the amount of $20,000,  which
          was  outstanding  at  December  31,  2003  and  was  convertible  into
          2,000,000 shares of our common stock.
     o    In  consideration  for our investment in IRCA, we issued a convertible
          non-interest-bearing  promissory note in the amount of $20,000,  which
          was  outstanding  at  December  31,  2003  and  was  convertible  into
          2,500,000 shares of our common stock.
     o    At  December  31  2002,  we  had  the  following   convertible   notes
          outstanding: (i) a convertible promissory note in the principal amount
          of $500,000 convertible into an undeterminable number of shares of our
          common stock,  (ii) 1,000,000  convertible  notes payable  convertible
          into 500,000  shares of our common stock,  (ii)  $245,000  convertible
          notes payable  convertible into an indeterminable  number of shares of
          our  common  stock,  and  (iv)  $114,787   convertible  notes  payable
          convertible into 2,200,000 shares of our common stock.

<TABLE>
<CAPTION>
                                                             Three Months Ended                Six Months Ended
                                                                December 31,                     December 31,
                                                            2003             2002             2003             2002
                                                       -------------    -------------    -------------    -------------
<S>                                                    <C>              <C>              <C>              <C>
     Numerator-Basic / Diluted
           Net (loss) available for common
           stockholders                                $  (1,657,072)   $    (612,933)   $  (2,602,982)   $  (1,017,754)
                                                       =============    =============    =============    =============
     Denominator-Basic / Diluted
           Weighted-average common stock outstanding      21,570,021        3,602,274       18,772,572        3,602,274
                                                       =============    =============    =============    =============
               Basic (loss) per share                  $       (0.08)   $       (0.17)   $       (0.14)   $       (0.28)
                                                       =============    =============    =============    =============
</TABLE>

Stock  options to purchase  3,542,000  shares of common stock at prices  ranging
from $0.05 to $0.50 per share were  outstanding at December 31, 2003; no options
were outstanding at December 31, 2002. Warrants to purchase 18,714,950 shares of
common stock at prices ranging from $0.05 to $2.00 per share were outstanding at
December 31,  2003;  no warrants  were  outstanding  at December  31,  2002.  At
December  31, 2003 and 2002,  we held  372,500 and  1,000,000  shares in escrow,
respectively.  In consideration for the Ayrshire shares, we issued a convertible
non-interest-bearing  promissory  note  in the  amount  of  $20,000,  which  was
outstanding at December 31, 2003 and was  convertible  into 2,000,000  shares of
our common  stock.  In  consideration  for our  investment  in IRCA, we issued a
convertible non-interest-bearing promissory note in the amount of $20,000, which
was outstanding at December 31, 2003 and was convertible  into 2,500,000  shares
of our common stock. At December 31 2002, we had the following convertible notes
outstanding:  (i) a  convertible  promissory  note in the  principal  amount  of
$500,000  convertible  into an  undeterminable  number of  shares of our  common
stock, (ii) 1,000,000  convertible notes payable convertible into 500,000 shares
of our common stock, (ii) $245,000 convertible notes payable convertible into an
indeterminable  number  of  shares  of  our  common  stock,  and  (iv)  $114,787
convertible notes payable convertible into 2,200,000 shares of our common stock.

Stock-Based Compensation

In January 2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial Accounting Standard No. 148 ("SFAS 148"), "Accounting for
Stock-Based  Compensation  - Transition  and  Disclosure."  SFAS 148 amends FASB
Statement  123 ("SFAS  123"),  "Accounting  for  Stock-Based  Compensation,"  to
provide  alternative  methods of transition  for a voluntary  change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  SFAS 148 amends the  disclosure  requirements  of SFAS 123 to require
prominent  disclosure  in both annual and interim  financial  statements  of the
method of accounting for stock-based employee compensation and the effect of the
method  used on  reported  results.  SFAS 148 is  effective  for  fiscal  years,
including  interim  periods  beginning  after  December 15, 2002.  SFAS 148 also
requires  disclosure of pro-forma results on the interim basis as if the Company
had  applied  the fair value  recognition  provisions  of SFAS 123.  The Company
adopted the fair value  based  method of  accounting  for  stock-based  employee
compensation  during the transition period from October 1, 2002 to June 30, 2003
and there was not a material impact to the financial results of the Company (see
Note 12-Stock Option Plan).

<PAGE>

Goodwill and Other Intangibles Resulting from Business Acquisitions

The Company adopted  Statement of Financial  Accounting  Standard No. 142 ("SFAS
142"),  "Goodwill and other Intangible Assets," at the beginning of fiscal 2003.
As required, the Company identified its reporting units and the amounts of other
intangible assets, and other assets and liabilities allocated to those reporting
units.  This  Statement  addresses the  accounting and reporting of goodwill and
other intangible  assets subsequent to their  acquisition.  SFAS No.142 provides
that (i)  goodwill  and  indefinite-lived  intangible  assets  will no longer be
amortized,  (ii) impairment will be measured using various valuation  techniques
based on discounted cash flows,  (iii) goodwill will be tested for impairment at
least annually at the reporting  unit level,  (iv)  intangible  assets deemed to
have an indefinite life will be tested for impairment at least annually, and (v)
intangible  assets with finite lives will be amortized  over their useful lives.
The Company does not have any intangible  assets with indefinite lives. See Note
2 "Acquisitions and Divestitures" for more information.

Recently Issued Accounting Standards

In June 2002, the FASB issued Statement of Financial Accounting Standard No. 146
("SFAS  146"),   "Accounting   for  Costs   Associated  with  Exit  or  Disposal
Activities."  SFAS 146 replaces  Emerging  Issues Task Force  ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)"
in its  entirety  and  addresses  significant  issues  relating to  recognition,
measurement  and reporting costs  associated with an exit or disposal  activity,
including  restructuring  activities.  Under EITF Issue No. 94-3, a liability is
recognized, measured and reported as of the date of an entity's commitment to an
exit plan.  Pursuant to SFAS 146, a  liability  is recorded on the date on which
the obligation is incurred and should be initially  measured at fair value. SFAS
146 is effective for exit or disposal  activities  initiated  after December 31,
2002. The Company  adopted SFAS 146 on July 1, 2003 and adoption of SFAS 146 did
not significantly impact the Company's financial statements.

EITF  Consensus  Issue  No.00-21  ("EITF  00-21"),  "Revenue  Arrangements  with
Multiple Deliverables" was first discussed at the July 2000 EITF meeting and was
issued in February  2002.  Certain  revisions to the scope of the language  were
made and finalized in May 2003. EITF 00-21 addresses the accounting for multiple
element revenue arrangements, which involve more than one deliverable or unit of
accounting  in  circumstances,  where the delivery of those units takes place in
different accounting periods.  EITF 00-21 requires disclosures of the accounting
policy for revenue recognition of multiple element revenue  arrangements and the
nature and  description  of such  arrangements.  The  accounting  and  reporting
requirements  are  effective  for revenue  arrangements  entered  into in fiscal
periods  beginning  after June 15, 2003.  The Company has  completed its initial
evaluation and adoption of EITF 00-21 does not have a significant  impact on the
Company's  financial  statements.   The  Company  continues  its  evaluation  to
determine  whether  the  reporting  requirements  of EITF 00-21 will  impact the
Company's financial statements in the future.

In May 2003, the FASB issued Statement of Financial Accounting Standards No. 150
("SFAS 150"),  "Accounting for Certain Instruments with  Characteristics of Both
Liabilities  and  Equity."  SFAS 150  establishes  standards  for how an  issuer
classifies and measures certain financial  instruments with  characteristics  of
both  liabilities  and equity.  It requires that an issuer  classify a financial
instrument  that is  within  its  scope  as a  liability  (or an  asset  in some
circumstances).  SFAS 150 is effective for financial instruments entered into or
modified  after May 31, 2003, and otherwise is effective at the beginning of the
first interim period  beginning  after June 15, 2003. As permitted,  the Company
adopted  SFAS  150 on  October  1,  2003  and  adoption  of  SFAS  150  did  not
significantly impact the Company's financial statements.

Reclassifications

Certain  reclassifications  have been made to the 2002 financial  statements and
notes to conform to the 2003  presentation  with no effect on  consolidated  net
loss, equity or cash flows as previously reported.

NOTE 2 - Acquisitions and Divestitures

We  commenced a strategy in 2002 to acquire  operating  companies  in  strategic
markets that have developed proprietary  technology-enabled  learning,  training
and certification services targeted at major customers in

<PAGE>

worldwide  industries.  Our  mission  is to  become a  leading  global  learning
solution  corporation through  acquisition,  business  development and strategic
relationships.

On September  1, 2003,  we completed  the  acquisition  of all of the issued and
outstanding  shares of  TouchVision,  a  California  corporation  that is in the
business of providing  technology-enabled  information  and learning  systems to
healthcare providers,  financial services companies and other industry segments.
In consideration for the TouchVision shares, we issued an aggregate of 1,250,000
restricted  shares of our common stock,  of which 312,500  shares are subject to
the  terms  of  an  escrow  agreement  as  collateral  for  the  indemnification
obligations  of  the  former  TouchVision  shareholders.  The  determination  of
purchase  price was based on,  among other  things,  annual  revenue for the two
preceding  years relative to comparable  market based values for publicly traded
companies.  We also agreed to loan to  TouchVision  the sum of $20,000 per month
for the twelve-month  period following closing,  to be used for working capital.
We had previously  loaned  TouchVision the sum of $50,000 in June and July, 2003
by way of bridge financing pending completion of the acquisition. The results of
operations for TouchVision  have been  consolidated  in the Company's  financial
statements since the date of acquisition.

On September  1, 2003,  we completed  the  acquisition  of all of the issued and
outstanding  shares of RMT, an  Australian  company  that is in the  business of
providing   workplace  training  programs  for  various  segments  of  the  food
production industry,  including  viticulture and horticulture.  In consideration
for the shares of RMT we issued 700,000  restricted  shares of our common stock,
of which  350,000  shares  are  subject to the terms of an escrow  agreement  as
collateral for the  indemnification  obligations of the former RMT shareholders.
The  determination  of purchase  price was based on, among other things,  annual
revenue for the two preceding  years relative to comparable  market based values
for publicly traded  companies.  We also loaned US$49,000 to RMT for the purpose
of repaying  outstanding loans advanced to RMT by its former  shareholders.  The
loan  has  been   classified  as  an   intercompany   loan  and   eliminated  in
consolidation.  The results of operations for RMT have been  consolidated in the
Company's financial statements since the date of acquisition.

On September  1, 2003,  we completed  the  acquisition  of 51% of the issued and
outstanding  shares of  Ayrshire  that owns 95% of  Riverbend,  a South  African
company that provides learning services to corporations and individuals in South
Africa.  In  consideration  for the  Ayrshire  shares,  we issued a  convertible
non-interest-bearing  promissory note in the amount of $20,000,  which amount is
convertible from time to time but no later than December 30, 2006 into a maximum
of 2,000,000  shares of our common stock. Of these shares,  up to 400,000 may be
withheld in satisfaction for any breach of warranties by the former shareholders
of  Ayrshire.  The  determination  of purchase  price was based on,  among other
things, annual revenue for the two preceding years relative to comparable market
based values for publicly traded  companies.  The Ayrshire shares are subject to
escrow and pledge  agreements and will be reconveyed to the former  shareholders
in  the  event  of a  default  by us of  certain  terms  and  conditions  of the
acquisition   agreements,   including,   among  other  things,  a  voluntary  or
involuntary  bankruptcy proceeding involving us or the failure by us to list our
shares of common  stock on a major  stock  exchange by December  30,  2006.  The
results of operations for Ayrshire,  using the equity method, have been included
in the Company's financial statements since the date of acquisition.

As part of the Ayrshire transaction, we also acquired the option to purchase the
remaining  49% of  Ayrshire,  subject  to  certain  limitations.  The  option is
exercisable  for a period  of ten  years  from the day upon  which  the  average
closing price per share of the  Company's  common stock for a period of ten days
equals or exceeds  $2.00.  The purchase  consideration  for the remaining 49% is
1,500,000 shares of our common stock.

As  further  consideration  for  the  Ayrshire  shares,  we  agreed  to  make  a
non-interest-bearing  loan of  $1,000,000  to  Ayrshire,  $300,000  of which was
advanced at closing of the  acquisition and $700,000 was advanced on November 3,
2003. The loan to Ayrshire has been recorded  accounted for as a note receivable
(See Note 8).

On  December  1,  2003,  we  completed  the  acquisition  of all the  issued and
outstanding  shares of Danlas, a British Virgin Islands Company that owns 51% of
IRCA  (Proprietary)  Limited ("IRCA"),  a South African company  specializing in
corporate  learning,  certification  and risk  mitigation in the area of safety,
health  environment  and  quality  assurance  ("SHEQ").  IRCA  operates in South
Africa,  England and the United States through various  operating  subsidiaries.
Danlas also holds options to acquire the remaining 49% of IRCA. In consideration
for the Danlas shares, the Company (i) issued three convertible promissory notes
in the  aggregate  principal  amount of $40,000 and  convertible  under  certain
conditions into a maximum of 4,500,000 shares of the Company's common

<PAGE>

stock,  (ii) agreed to advance  $500,000 in cash to establish  an  international
sales force,  (iii)  provided  $500,000 as collateral  for an operating  line of
credit and, (iv) provided  certain future profit  thresholds are met,  agreed to
issue up to an additional  1,000,000  shares of the Company's  common stock. The
first  promissory  note for $20,000  convertible  to  2,500,000  shares has been
classified  as  contingently   redeemable   equity  at  $0.50  per  share.   The
determination of purchase price was based on, among other things, annual revenue
for the two  preceding  years  relative to  comparable  market  based values for
publicly traded companies.  The results of operations for IRCA, using the equity
method, have been included in the Company's financial  statements since the date
of acquisition.

As part of the Danlas  transaction,  we issued two convertible  notes of $10,000
which to  purchase  the  remaining  49% of IRCA.  However,  the  notes  are only
effective should Danlas be able to exercise two options for the remaining 49% of
IRCA. The options are  exercisable  for the period  December 1, 2003 to December
31, 2005  commencing  the day upon which the average  closing price per share of
the Company's common stock for a period of ten days equals or exceeds $2.00. The
purchase  consideration  for the remaining 49% is 2,000,000 shares of our common
stock.  As no  value  has been  received,  no value  has  been  assigned  in our
financial statements for these instruments.

Emerging Issues Task Force Issue 96-16,  "Investor's  Accounting for an Investee
When the Investor Has a Majority Voting  Interest but the Minority  Shareholders
Have Certain  Approval or Voting or Veto Rights" (EITF 96-16) provides  guidance
as to the  distinction  between  protective  rights of the minority  shareholder
which  do  not  overcome  the  presumption  of  consolidation   and  substantive
participating  rights of the  minority  shareholder.  Substantive  participating
rights  that allow the  minority  shareholder  to  participate  in  establishing
operating and capital decisions in the ordinary course of business, overcome the
presumption that the investor should consolidate the investee.

     o    In the  Riverbend  transaction,  Section  20.2.11.3 of the  Definitive
          Agreement ("the  Agreement")  between  Trinity,  the majority owner in
          Ayrshire,  and Great Owl Limited ("Great Owl"),  the minority owner in
          Ayrshire,  prevents  Ayrshire  and its  subsidiaries  from  approving,
          canceling or effecting  "material  changes to the annual budget or any
          modification  thereof" or "incur  unbudgeted  capital  expenditure  of
          US$150,000  per item or  US$500,000  per  annum."  Also,  pursuant  to
          Section  18.3 of the  Agreement,  Trinity  and  Great  Owl  are  "each
          entitled  to  appoint  an equal  number of  directors  to the board of
          directors" of Ayrshire. These substantive  participating rights of the
          minority  shareholder  preclude  consolidation  of this investment and
          will remain in effect until Trinity owns 100% of Ayrshire.

     o    In the IRCA  transaction,  Section  20.1.19.3  of the  Sale of  Shares
          Agreement ("SOS  Agreement")  between Danlas  Limited,  a wholly owned
          subsidiary  of  Trinity,  and  IRCA  Investments  (Pty.)  Ltd.  ("IRCA
          Investments"), the minority shareholder in IRCA, prevents IRCA and its
          subsidiaries from approving,  canceling or effecting "material changes
          to the annual budget or any modification  thereof, or to its strategic
          plans or marketing strategy or incur unbudgeted capital expenditure in
          excess of R200,000  (two hundred  thousand  Rand) per item or R800,000
          (eight hundred  thousand Rand) in total per annum." Also,  pursuant to
          Section 19 of the SOS Agreement, Danlas and IRCA Investments are "each
          entitled  to  appoint  equal  number  of  directors  to the  board  of
          directors"  of IRCA.  These  substantive  participating  rights of the
          minority  shareholder  will remain in effect  until Danlas owns 60% of
          IRCA.

Purchased Intangible Assets

Of the total purchase price paid for the TouchVision acquisition,  approximately
$1,340,749  has been  allocated  to  purchased  intangible  assets and are being
amortized  on a straight  line basis over a useful  life of five years  until an
independent  valuation is performed and  identifiable  intangible  assets can be
recognized apart from goodwill and their useful lives established.

Of the total purchase price paid for the RMT acquisition, approximately $390,630
has been allocated to purchased  intangible  assets and are being amortized on a
straight  line  basis  over a useful  life of five  years  until an  independent
valuation is performed  and  identifiable  intangible  assets can be  recognized
apart from goodwill and their useful lives established.

<PAGE>

Investments in Associated Companies, at Equity

The  consideration  paid for our  investment  in Ayrshire was  $1,175,235.  This
amount  comprises  legal and financial  advisory fees of $175,235 plus 2,000,000
shares of our common  stock  valued at $0.50 per share.  The net asset  value of
Ayrshire at acquisition  date was $1,806,886 and our pro rata share of their net
assets  was  $875,463.  Investments  in  Associated  Companies,  at  Equity  are
periodically reviewed for impairment.  When such impairment is identified, it is
recorded as a loss in that period.  As of December 31, 2003, no such  impairment
was incurred.

The  consideration  paid for our investment in IRCA was $1,952,841.  This amount
comprises legal,  financial  advisory and consultancy fees of $702,841 including
the payment to Mr.  Steynberg of $612,668  plus  2,500,000  shares of our common
stock valued at $0.50 per share.  The net asset value of Ayrshire at acquisition
date was $2,704,870  and our pro rata share of their net assets was  $1,379,484.
Investments in Associated  Companies,  at Equity are  periodically  reviewed for
impairment. When such impairment is identified, it is recorded as a loss in that
period. As of December 31, 2003, no such impairment was incurred.

Divestitures

In  December  2003,  we sold our  interest  in CBL  Global  Corporation  and its
Australian  subsidiaries  (collectively "CBL") to Messrs.  Scammell and Kennedy,
the former owners of CBL. In conjunction with the management  buyout, we entered
into a Settlement Agreement with respect to our litigation with CBL. Pursuant to
the terms of the  agreement,  we conveyed all of our interest in CBL back to the
former owners in exchange for surrender and  cancellation of 3,000,000 shares of
Company  stock  issued to them in  connection  with  acquisition  of CBL and the
cancellation  of $1,000,000  in  convertible  notes  payable to them.  Also as a
result of the divestiture,  $222,151 owed by CBL to Messrs. Kennedy and Scammell
is no longer an obligation of the Company. Through CBL's strategic alliance with
IRCA, Trinity will continue to market CBL-related workplace learning content and
products in Africa.

As a result of the  divestiture,  the results of operations  for CBL through the
date of  divestiture,  December 21, 2003 of $368,036  have been  included in the
results  of  operation  presented  with this  report.  The  accumulated  deficit
$1,314,277 resulting from the accumulated operating loss for CBL between October
2002 and December 2003 as well as a comprehensive income of $20,073 are included
with our consolidated  accumulated  deficit and accumulated other  comprehensive
income at December  31, 2003.  The net fair value of the assets and  liabilities
divested,  net of $1,000,000  convertible note payable which was cancelled,  the
intercompany  receivable from CBL and the  cancellation  of 3,000,000  shares of
shares of our common  stock  which was  cancelled  were  recorded  as a $592,997
credit to our common stock.  No gain or loss was recognized in the  Consolidated
Statement of Operations as a result of the divestiture.

Pro Forma Results

The operating results of CBL,  TouchVision,  and RMT have been included from the
date of acquisition forward. TouchVision and RMT's results of operations for the
months of July and August 2003 were not included in the  Company's  consolidated
statements of operations.

The following  unaudited pro forma financial  information  presents the combined
results  of  operations  of  the  Company,  TouchVision  and  RMT  as  if  these
acquisitions  had occurred at July 1, 2002.  In December  2003, we completed the
sale of our  interest  in CBL to the former  owners of CBL.  Accordingly,  CBL's
business  operating results are not included in the Company's combined unaudited
pro forma  financial  information  for the three  and six  month  periods  ended
December 31, 2003,  and 2002,  respectively.  The unaudited pro forma  financial
information  is not intended to represent or be indicative  of the  consolidated
results of the operations of the Company that would have been reported had these
acquisitions been completed as of the dates presented, nor should it be taken as
a  representation  of the  future  consolidated  results  of  operations  of the
Company.

<TABLE>
<CAPTION>
                                        Three Months Ended             Six Months Ended
                                            December 31                  December 31
                                        2003           2002           2003           2002
                                    -----------    -----------    -----------    -----------
<S>                                 <C>            <C>            <C>            <C>
Revenues                            $   647,316    $   692,357    $ 1,393,018    $ 1,420,959
                                    ===========    ===========    ===========    ===========
Gross Profit                        $   475,361        550,611        889,153      1,112,625
                                    ===========    ===========    ===========    ===========
Operating Loss                      $  (890,715)   $  (257,776)   $(1,575,428)   $  (534,452)
                                    ===========    ===========    ===========    ===========
Net Loss                            $  (898,054)   $  (278,425)   $(1,596,234)   $  (575,575)
                                    ===========    ===========    ===========    ===========
Net Loss per Common Share           $     (0.04)   $     (0.01)   $     (0.09)   $     (0.03)
                                    ===========    ===========    ===========    ===========
</TABLE>

<PAGE>

Finalization of Purchase Price

Certain  information  necessary  to complete  the  purchase  accounting  and our
valuation of our equity  method  investees is not yet  available,  including the
completion of independent  valuations of the  intangible  assets for each of the
three acquisitions.  Purchase accounting will be finalized upon receipt of these
independent valuations.

NOTE 3 - Property and Equipment

The Company capitalizes furniture and equipment purchases in excess of $5,000 or
at  lower  amounts  based  on  local   jurisdiction.   Capitalized  amounts  are
depreciated over the useful life of the assets using the straight-line method of
depreciation. Scheduled below are the assets, cost, and accumulated depreciation
at December 31, 2003 and June 30, 2003,  respectively and  depreciation  expense
for the six months ended December 31, 2003 and 2002, respectively.

<TABLE>
<CAPTION>
                              Asset Cost            Depreciation Expense    Accumulated Depreciation
                        12/31/2003    06/30/03    12/31/2003   06/30/2002   12/31/2003   06/30/2003
                        ----------   ----------   ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>          <C>          <C>
Furniture & Equipment   $   52,675   $   53,385   $   17,225   $       80   $   17,225   $    7,824
                        ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

NOTE 4 - Intangible Assets

The  Company   capitalized   intangible  assets  in  its  acquisitions  of  CBL,
TouchVision  and RMT.  The  amounts  capitalized  were  equal to the  difference
between  the  consideration  paid for  acquisitions  including  any  liabilities
assumed and the value of the other assets  acquired.  The intangible  assets are
being  amortized over a five-year  period using the  straight-line  method.  The
values assigned to the intangible assets are considered  appropriate - until the
Company  receives  independent  valuations  - based on average  annual  revenues
earned from  licensing of these assets over the two year period ended  September
30, 2003 and December 31, 2003,  respectively,  and the expectation  that future
revenues for the five year period  subsequent to the  acquisition  will equal or
exceed  this  amount.   Scheduled  below  is  the  asset  cost  and  accumulated
amortization  at  December  31,  2003  and  June  30,  2003,  respectively,  and
amortization  expense  for the six  months  ended  December  31,  2003 and 2002,
respectively:

<TABLE>
<CAPTION>
                         Asset Cost           Amortization Expense     Accumulated Amortization
                   12/31/2003   06/30/2003   12/31/2003   06/30/2002   12/31/2003   06/30/2003
                   ----------   ----------   ----------   ----------   ----------   ----------
<S>                <C>          <C>          <C>          <C>          <C>          <C>
Intangible Asset   $1,731,379   $1,118,312   $  221,576   $        -   $  112,240   $  167,747
                   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

NOTE 5 - Investments in Associated Companies, at Equity

At December 31, 2003,  the  principal  components of  Investments  in Associated
Companies,  at Equity  was our 51 %  ownership  in  Ayrshire  which  owns 95% of
Riverbend and our 51% ownership of IRCA:

<TABLE>
<CAPTION>
                                                                        Ayrshire         IRCA
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
     Equity investment                                                 $ 1,175,235    $ 1,952,841
     Equity in loss of unconsolidated subsidiary                          (294,767)      (104,213)
                                                                       -----------    -----------
                              Balance December 31, 2003                $   880,468    $ 1,848,628
                                                                       ===========    ===========
</TABLE>

Financial  position  of Ayrshire  and of IRCA for the four and 1 month  periods,
respectively, ended December 31, 2003.

<PAGE>

<TABLE>
<CAPTION>
                                                                        Ayrshire         IRCA
                                                                       -----------    -----------
<S>                                                                    <C>            <C>
     Income statement information:
            Revenue                                                    $ 1,238,650    $   942,896
                                                                       ===========    ===========
            Operating loss                                             $  (479,947)   $   (83,195)
                                                                       ===========    ===========
            Loss before minority interest                              $  (417,901)      (186,740)
                                                                       ===========    ===========
            Net loss after loss attributable to minority interest      $  (294,767)   $  (104,213)
                                                                       ===========    ===========

     Financial position information:
            Current assets                                             $ 2,302,252    $ 2,573,840
                                                                       ===========    ===========
            Noncurrent assets                                          $   202,496    $ 3,176,455
                                                                       ===========    ===========
            Current liabilities                                        $   980,359    $ 3,701,428
                                                                       ===========    ===========
            Long-term liabilities                                      $ 1,324,544    $         -
                                                                       ===========    ===========
</TABLE>

Investments in Associated  Companies,  at Equity are  periodically  reviewed for
impairment. When such impairment is identified, it is recorded as a loss in that
period

NOTE 6 - Commitments

Total rental  expense  included in operations  for operating  leases for the six
months  ended  December  31, 2003 and 2002,  amounted  to $78,702  and  $27,637,
respectively.   Certain  lease  rentals  are  subject  to  renewal  options  and
escalation  based upon property taxes and operating  expenses.  These  operating
lease agreements expire at varying dates through 2005.

Total Minimum Lease Commitments as of December 31, 2003:

                                         Calendar Year                Amount
                                        --------------         -------------
                                                  2004         $     129,735
                                                  2005                26,693
                                                  2006                     -
                                                  2007                     -
                                            Thereafter                     -
                                                               -------------
                                                 Total         $     156,427
                                                               =============

NOTE 7 - Legal Proceedings

On September 12, 2003, we filed a Complaint in the United States  District Court
for the  District  of Utah,  Central  Division,  against  CBL Global  (f/k/a CBL
Acquisition  Corporation),  and Robert Stephen Scammell, the sole shareholder of
CBL-California,  (Case No.  2:03CV00798DAK)  alleged,  among other things,  that
Scammell and  CBL-California  provided us with  misstated  financial  statements
prior to our merger in  October  2002 with  CBL-California  and CBL  Global.  On
September 18, 2003, we filed a First  Amended  Complaint and Jury Demand,  which
added as  defendants  CBL  Global and Brian  Kennedy,  the sole  shareholder  of
CBL-Australia.  The  First  Amended  Complaint  alleged  causes  of  action  for
violations  of Section  10(b) of the  Securities  Exchange  Act of 1934 and Rule
10b-5 promulgated there under, for violations of Section 20(a) of the Securities
Exchange Act of 1934, for declaratory relief and breach of contract,  for common
law fraud, and for negligent misrepresentation.

The First Amended  Complaint  alleged,  among other things,  that the defendants
were  advised  by  CBL-California's   accountant  on  September  18,  2002  that
CBL-California's  financial  statements  were  misstated,  and alleged  that new
restated  financial  statements  were issued on September  19,  2002.  The First
Amended Complaint alleged,  however, that the restated financial statements were
not provided to us prior to the October 1, 2002 closing of the merger.

In  December,  2003,  we sold our  interests  in CBL Global  and its  Australian
subsidiaries  (collectively  "CBL") to Messrs.  Scammell and Kennedy, the former
owners of CBL. In  conjunction  with the  management  buyout,  we entered into a
Settlement  Agreement with respect to our litigation  with CBL.  Pursuant to the
terms of the  agreement,  we  conveyed  all of our  interest  in CBL back to the
former owners in exchange for surrender and  cancellation of 3,000,000 shares of
Company  stock  issued to them in  connection  with  acquisition  of CBL and the
cancellation  of $1,000,000  in  convertible  notes  payable to them.  Also as a
result of the  divestiture,  $222,151 owed by CBL Global to Messrs.  Kennedy and
Scammell is no longer an obligation of the Company.

<PAGE>

As a result of the  divestiture,  the results of operations  for CBL through the
date of  divestiture,  December 21, 2003 of $368,036  have been  included in the
results  of  operation  presented  with this  report.  The  accumulated  deficit
$1,314,277 resulting from the accumulated operating loss for CBL between October
2002 and December 2003 as well as a comprehensive income of $20,073 are included
with our consolidated accumulated deficit and accumulated other comprehensive at
December 31, 2003.  The net fair value of the assets and  liabilities  divested,
net of $1,000,000 convertible note payable which was cancelled, the intercompany
receivable from CBL and the  cancellation  of 3,000,000  shares of shares of our
common  stock which was  cancelled  were  recorded  as a $592,997  credit to our
common stock.  No gain or loss was recognized in the  Consolidated  Statement of
Operations as a result of the divestiture.


NOTE 8 - Notes Receivable

On June 5, 2003, we agreed to lend TouchVision $50,000 in two equal installments
of $25,000 each.  Interest accrued on the unpaid principal amount of the note at
a rate equal to six percent per year.  Interest  accrued  under the note is paid
annually,  with the first  payment due June 5, 2004.  All unpaid  principal  and
interest are due June 29, 2005.  At June 30, 2003,  $25,000 had been advanced to
TouchVision  and accrued  interest  totaled $41.  Subsequent to the  TouchVision
acquisition  on September 1, 2003,  this note  receivable  was  reclassified  to
intercompany  notes  receivable and eliminated in  consolidation at December 31,
2003.

As further  consideration for our September 1, 2003 purchase of 51% of Ayrshire,
we  agreed  to make a  non-interest-bearing  loan  of  $1,000,000  to  Ayrshire,
$300,000 of which was  advanced at closing of the  acquisition  and $700,000 was
advanced on November 3, 2003. The note is due December 30, 2006 provided that if
by December 2005, a an option to purchase the additional 49% of Ayrshire has not
been exercised,  the loan shall be repayable in five equal annual  installments,
the first  installment  being  payable on December  31,  2007 and the  remaining
installments payable in yearly intervals  thereafter.  As part of the agreement,
we may  exercise  the  option  to  acquire  the  remaining  49% of  Ayrshire  in
consideration  for the issuance of an additional  1,500,000 shares of our common
stock.

NOTE 9 - Related Party Transactions

From time to time, Ms. Barbara  McPherson and Ms. Ildi Hayman,  officers of RMT,
have advanced  funds to RMT. The current  balance of $15,379 is due December 31,
2004 and accrues interest at a rate of 6% per annum.

On December 17,  2003,  we entered  into an  agreement  with Titan  Aviation Ltd
("Titan"),  a  Guernsey  company,  for the  purpose  of having  Titan act as our
representative in our acquisition of IRCA. Mr. Martin Steynberg, a member of our
board of  directors,  is the  managing  director of Titan.  Mr.  Steynberg  is a
shareholder in IRCA  Investments  (Proprietary)  Limited which owns 49% of IRCA.
Under  the  terms of the  agreement,  we will pay  Titan  four  million  rand or
approximately  $612,668.  This amount has been included with accounts payable as
of December 31, 2003. This amount has been included in Accounts Payable at March
31, 2004.

As of July 15,  2002,  Trinity  entered in a two-year  Advisory  Agreement  with
Granite Creek Partners,  LLC ("GCP")  (formerly  Kings Peak Advisors,  LLC) with
automatic  renewal  for a  12-month  period.  Under  the  terms of the  Advisory
Agreement, GCP agreed to provide the Company with general corporate,  financial,
business  development and investment advisory services on a non-exclusive basis.
GCP is a private  company whose  principals  are Douglas Cole and Edward Mooney,
who are  officers  and  directors of Trinity,  and Mr.  Swindells.  The Advisory
Agreement was suspended in August 2003.

The Advisory  Agreement  provided that GCP would be compensated  for its various
advisory services as follows:  (i) for general corporate advisory  services,  an
initial  retainer of $25,000 and a fee of $20,000 per month  throughout the term
of the agreement, payable, at GCP's option, in shares of common stock at a price
per share equal to $0.025; (ii) for financial advisory services,  a fee based on
10% of the gross  proceeds  of any equity  financings  and/or  1.5% of any gross
proceeds of debt  financings  that are  completed by  underwriters  or placement
agents  introduced  by GCP,  as well as any fees which may be due to GCP for its
assistance in identifying prospective investors pursuant to terms and conditions
of offering  memoranda  issued by the Company;  (iii) for merger and acquisition
services  involving a transaction  resulting  from a contact  provided by GCP, a
sliding fee based on a percentage of the value of the

<PAGE>

transaction,   subject  to  an  additional  $100,000  bonus  in  the  event  the
transaction is valued at $3,000,000 or more; (iv) in respect of general business
development  advisory  services,  a fee to be  negotiated  with GCP  based  upon
certain  agreed-upon fee parameters  between the parties;  and (v) in respect of
debt,  credit or leasing  facilities,  a fee to be negotiated on a  case-by-case
basis.

Trinity  acknowledged  that it was indebted to GCP for prior  services  rendered
since  April 1, 2002 in the  amount  of  $30,000,  up to 50% of which  amount is
payable,  at GCP's  option,  in shares  of common  stock at a price per share of
$0.025.  The total  number of shares of common  stock  issuable to GCP under the
Advisory  Agreement may not exceed 4,400,000 shares.  Through December 31, 2003,
GCP had earned a total of $315,000  under the  Advisory  Agreement,  $110,000 of
which was converted into 4,400,000  shares of common stock in March 2003. Of the
balance of $205,000,  $187,087 has been paid to GCP,  leaving a balance owing at
December 31, 2003 of $17,913.

As of July 31, 2002, we entered into a Advisory Agreement with European American
Securities,  Inc.  ("EAS"),  for whom Mr.  Swindells is a director,  pursuant to
which EAS agreed to provide financial  advisory and investment  banking services
to the Company in exploration  of the following  strategic  alternatives:  (a) a
private placement of the Company's  convertible  promissory notes, (b) a private
placement  of the  Company's  common  or  preferred  stock,  and (c) one or more
possible purchase transactions by the Company. In exchange for such services, we
agreed to pay EAS a retainer  fee of $5,000 per month and a  commission  ranging
from 5% to 7% based on the type of transaction consummated, such fees to be paid
in cash or our common stock, at EAS' option.  Through December 31, 2003, EAS had
earned a total of  $734,773  under the  Advisory  Agreement.  Of the  balance of
$734,773, $429,773 has been paid to EAS, leaving a balance owing at December 31,
2003 of $305,000. In January 2004, at EAS' election,  $250,000 or 250,000 shares
was paid to EAS in the Company's common stock.

As of August 8, 2002, Trinity formalized a Debt Conversion Agreement with Global
Marketing Associates, Inc. ("GMA"), holder of a convertible promissory note (the
"GMA Note") in the principal amount of $166,963, pursuant to which the principal
amount of the note, along with accrued interest  thereon,  was made convertible,
under certain  conditions,  into 3,200,000  shares of common stock. The GMA Note
was originally issued in November 2000 to the Company's former attorneys and was
subsequently  acquired by Pacific  Management  Services,  Inc., who assigned the
note to GMA; both entities are unrelated to Trinity.  GMA subsequently  assigned
the right to acquire  2,600,000  of the  3,200,000  shares of common  stock into
which the note is  convertible,  to several  persons,  including  Messrs.  Cole,
Mooney and Swindells.  Pursuant to the assignment,  Messrs. Cole and Mooney each
acquired the right to acquire  600,000 shares of the common stock into which the
GMA  Note is  convertible  and Mr.  Swindells  acquired  the  right  to  acquire
1,000,000  shares.  Fifty percent of the shares  issuable upon the conversion of
the GMA Note are subject to a two-year lock-up provision that restricts transfer
of such shares  without prior written  consent of Trinity's  board of directors.
Between December 2002 and March 2003,  3,200,000 shares of our common stock were
issued pursuant to this arrangement. The shares were issued at $0.052 per share.

From time to time,  since  inception  of our  current  operating  strategy,  Mr.
Swindells  has  provided  short-term  working  capital  loans on a  non-interest
bearing basis. During our previous fiscal year, we were advanced $145,000 by Mr.
Swindells,  and during the  transition  period from  October 1, 2002 to June 30,
2003, we were advanced an additional  $780,000 by Mr.  Swindells.  The principal
may be converted into such other debt or equity  securities  financings  that we
may issue in private offerings while the loan is outstanding. In September 2003,
we repaid  $500,000 on the $925,000 note balance then  outstanding.  In November
2003,  the remaining  balance of $425,000 was converted in to 850,000  shares of
common stock and issued to Mr. Swindells.

NOTE 10 - Notes Payable

At December 31, 2003, notes payable to accredited  investors and related parties
totaled  $274,168 as compared with  $2,147,151 at June 30, 2003.  The notes bear
interest  between  the  rates  of 0%  and  10%  per  annum.  Certain  notes  are
convertible into the Company's common stock.

<PAGE>

The Company has the following notes payable obligations:

<TABLE>
<CAPTION>
                                                                           December 31,     June 30,
                                                                               2003           2003
                                                                           -----------     ----------
<S>                                                                        <C>              <C>
Note  payable to bank due October 29,  2004,  plus  interest
payable annually at 9.5%, secured by vehicle.                              $    15,715     $        -

Note payable to related  parties due December 21, 2004, plus
interest payable at 7% per annum, see Note 9.                                   15,379              -

Borrowings  under revolving line of credit issued by a bank,
plus interest payable at prime plus 2.625%.                                     99,950              -

Borrowings  under revolving line of credit issued by a bank,
plus interest payable at prime plus 6.75%.                                      34,076              -

Borrowings  under revolving line of credit issued by a third
party creditor, plus interest payable at prime plus 1.99%.                      15,003              -

Notes payable to third party  individuals,  due September 1,
2006, plus interest payable at 10% per annum.                                   94,045              -

Unsecured notes payable to related  parties,  see Note 7 for
due date, plus accrued interest at a rate of 7% per annum.                           -        222,151

Convertible notes payable to related parties, see Note 7 for
due date, plus accrued interest at a rate of 7% per annum.                           -      1,000,000
                                                                           -----------     ----------
                                   Total Notes Payable                        274,168       2,147,151
           Less:  Current Maturities                                           31,094      (2,147,151)
                                                                           -----------     ----------
                                   Long Term Notes Payable                 $   243,074     $        -
                                                                           ===========     ==========
</TABLE>

NOTE 11 - Stockholders' Equity

On December 2, 2002, at a special  meeting of our  shareholders,  the 2002 Stock
Plan was  approved.  The Plan allowed for a maximum  aggregate  number of shares
that may be optioned and sold under the plan of (a) 3,000,000  shares,  plus (b)
an  annual  500,000  increase  to be added on the last day of each  fiscal  year
beginning  in 2003  unless  a  lesser  amount  is  determined  by the  board  of
directors. The plan became effective with its adoption and remains in effect for
ten  years  unless  terminated  earlier.  On  December  30,  2003,  the board of
directors amended the 2002 Stock Plan to allow for a maximum aggregate number of
shares that may be  optioned  and sold under the plan of (a)  6,000,000  shares,
plus (b) an annual 1,000,000 increase to be added on the last day of each fiscal
year  beginning  in 2004 unless a lesser  amount is  determined  by the board of
directors.  Options  granted under the plan vest 25% on the day of the grant and
the remaining 75% vests monthly over the next 36 months.  As of December 31, and
June 30, 2003, 4,047,000 and 2,447,000 options, respectively,  have been granted
at prices ranging from $0.05 per share to $0.50 per share of which 1,453,390 and
963,625 were vested as of December 31 and June 30, 2003, respectively.

Between January and April 2003, we received  subscriptions  to our December 2002
Private  Placement  Memorandum  totaling  $250,000  from  outside  investors  to
purchase  250,000  units at a price of $1.00 per unit.  Each unit  entitles  the
holder to two shares of our common  stock and two three year  warrants,  each to
purchase  an  additional  share of common  stock for  $1.00  per  share.  If all
warrants are fully  exercised by the holder of such  warrants,  a bonus  warrant
will be issued  entitling the holder to purchase one additional  share of common
stock for $2.00.

Between June and October 2003, we received subscriptions to our May 2003 Private
Placement Memorandum ("May 2003 PPM") totaling $5,073,300 from outside investors
to purchase 5,073,300 units at a price of $1.00 per unit. Each unit entitles the
holder to two shares of our common  stock and two three year  warrants,  each to
purchase  an  additional  share of common  stock for  $1.00  per  share.  If all
warrants are fully  exercised by the holder of such  warrants,  a bonus  warrant
will be issued  entitling the holder to purchase one additional  share of common
stock for $2.00. In connection with the May 2003 Private Placement, we issued to
various financial  advisors,  567,160  additional shares of our common stock and
five-year warrants to purchase 200,050 shares of our common stock.

<PAGE>

As of July 31, 2002,  we entered into an Advisory  Agreement  with EAS, for whom
Mr. Swindells is a director,  pursuant to which EAS agreed to provide  financial
advisory and  investment  banking  services to the Company in exploration of the
following  strategic  alternatives:  (a) a private  placement  of the  Company's
convertible promissory notes, (b) a private placement of the Company's common or
preferred  stock,  and (c) one or more  possible  purchase  transactions  by the
Company.  In exchange for such services,  we agreed to pay EAS a retainer fee of
$5,000  per month  and a  commission  raging  from 5% to 7% based on the type of
transaction  consummated;  such fees to be paid in cash or our common stock,  at
EAS' option. Through December 31, 2003, EAS had earned a total of $734,773 under
the Advisory  Agreement.  Of the balance of $734,773,  $429,773 has been paid to
EAS, leaving a balance owing at December 31, 2003 of $305,000.  In January 2004,
at EAS'  election,  $250,000 or 250,000  shares was paid to EAS in the Company's
common stock.

In December  2003,  we completed the sale of our interests in CBL Global and CBL
to the former  owners of CBL. In  conjunction  with the  management  buyout,  we
entered into a Settlement  Agreement with respect to our litigation  with CBL as
described in our 10KSB filed with the U.S.  Securities and Exchange  Commission.
We acquired CBL from its former owners in October 2002. Pursuant to the terms of
the  agreement,  we have  conveyed  all our  interest  in CBL back to the former
owners in exchange for surrender and cancellation of all shares of Trinity stock
issued  to  them  in  connection   with  the  acquisition  of  CBL  and  the  of
approximately  $1,000,000 in  convertible  notes payable to them. As a result of
the sale, we recorded an increase in stockholders' equity of $592,997.

From time to time,  since  inception  of our  current  operating  strategy,  Mr.
Swindells  has  provided  short-term  working  capital  loans on a  non-interest
bearing basis. During our previous fiscal year, we were advanced $145,000 by Mr.
Swindells,  and during the  transition  period from  October 1, 2002 to June 30,
2003, we were advanced an additional  $780,000 by Mr.  Swindells.  The principal
may be converted into such other debt or equity  securities  financings  that we
may issue in private offerings while the loan is outstanding. In September 2003,
we repaid  $500,000 on the $925,000 note balance then  outstanding.  In November
2003,  the remaining  balance of $425,000 was converted  into 850,000  shares of
common stock and issued to Mr. Swindells.

Finally,  100,000 shares of the Company's common stock were issued to Mr. Posner
for finders' fees for the Riverbend transaction.

NOTE 12 - Stock Option Plan

On December 2, 2002, at a special  meeting of our  shareholders,  the 2002 Stock
Plan was  approved.  The Plan allowed for a maximum  aggregate  number of shares
that may be optioned and sold under the plan of (a) 3,000,000  shares,  plus (b)
an  annual  500,000  increase  to be added on the last day of each  fiscal  year
beginning  in 2003  unless  a  lesser  amount  is  determined  by the  board  of
directors. The plan became effective with its adoption and remains in effect for
ten  years  unless  terminated  earlier.  On  December  30,  2003,  the board of
directors amended the 2002 Stock Plan to allow for a maximum aggregate number of
shares that may be  optioned  and sold under the plan of (a)  6,000,000  shares,
plus (b) an annual 1,000,000 increase to be added on the last day of each fiscal
year  beginning  in 2004 unless a lesser  amount is  determined  by the board of
directors.  Options  granted under the plan vest 25% on the day of the grant and
the remaining 75% vests monthly over the next 36 months.

The following  schedule  summarizes  the activity  during the three months ended
December 31, 2003.

                                                                    Weighted
                                                      Number of      Average
                                                        Shares    Exercise Price
                                                     -----------  --------------
Outstanding at  September 30, 2003                     3,182,000   $      0.23
Options Granted                                          925,000          0.50
Options Exercised                                              -             -
Options Canceled                                         565,000          0.24
                                                     -----------   -----------
      Options Outstanding at December 31, 2003         3,542,000   $      0.36
                                                     ===========   ===========
      Options Exercisable at December 31, 2003         1,448,938   $      0.30
                                                     ===========   ===========

The  following  schedule  summarizes  the  activity  during the six months ended
December 31, 2003.


<PAGE>


                                                                    Weighted
                                                      Number of      Average
                                                        Shares    Exercise Price
                                                     -----------  --------------
Outstanding at June 30, 2003                           2,447,000   $      0.23
Options Granted                                        1,660,000          0.50
Options Exercised                                              -             -
Options Canceled                                         565,000          0.24
                                                     -----------   -----------
      Options Outstanding at December 31, 2003         3,542,000   $      0.36
                                                     ===========   ===========
      Options Exercisable at December 31, 2003         1,448,938   $      0.30
                                                     ===========   ===========

In  accordance  with  Statement of Financial  Accounting  Standards  Number 123,
"Accounting  for  Stock-Based  Compensation,"  option  expense of  $121,070  and
$219,584 was  recognized  for the three months and six months ended December 31,
2003, respectively:

                                                       December 31, 2003
                                                       -----------------
       Five-Year Risk Free Interest Rate                      3.27%
       Dividend Yield                                          Nil
       Volatility                                              70%
       Average Expected Term (Years to Exercise)                5

Stock options  outstanding and exercisable  under 2002 Stock Plan as of December
31, 2003 are as follows:

                                              Average
                                Weighted     Remaining                  Average
                   Number of    Average     Contractual     Number      Weighted
    Range of        Options     Exercise        Life      of Options    Exercise
 Exercise Price   Outstanding    Price        (Years)       Vested       Price
 --------------   -----------   --------    -----------   ----------    --------
      $0.05          600,000      $0.05         3.8         334,110       $0.05
      $0.25        1,049,000      $0.25         3.9         540,164       $0.25
      $0.50        1,893,000      $0.50         4.7         574,664       $0.50

NOTE 13 - Going Concern

Our financial  statements are prepared  using  accounting  principles  generally
accepted in the United States of America  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 or other
material assets, nor do we have 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.  However,  we have undertaken the following to meet our
liquidity requirements:

     (a)  Seek  additional  funding through senior  convertible  bridge notes to
          raise  sufficient  funds to continue  operations  and fund its ongoing
          development,  merger and acquisition  activities.  In January 2004, we
          commenced a $3,000,000  offering of senior convertible bridge notes to
          accredited  investors,  the  proceeds  of  which  will be used for (i)
          corporate administration, (ii) the expansion of subsidiary operations,
          and (iii)  expenses and funds  advanced for  acquisitions  in 2003. In
          conjunction  with the  offering,  we have  engaged  various  financial
          advisory firms and other finders to identify prospective investors. We
          anticipate closing the offering by February 29, 2004.
     (b)  Generate   sufficient   cash  flow  to  sustain  and  grow  subsidiary
          operations  and, if possible,  create  excess cash flow for  corporate
          administrative expenses through our operating subsidiaries; and
     (c)  Identify prospective  acquisition targets with sufficient cash flow to
          fund  subsidiary   operations,   as  well  as  potentially  generating
          operating  cash  flow  that  may  sustain   corporate   administrative
          expenses.

<PAGE>

Trinity's future capital requirements will depend on its ability to successfully
implement these initiatives and other factors, including our ability to maintain
our existing  customer base and to expand our customer base into new  geographic
markets,  and overall financial market conditions in the United States and other
countries where we will seek prospective investors.

NOTE 14 - Subsequent Events

We have entered into a definitive agreement to acquire Virtual Learning Partners
SA ("VILPAS"),  a learning  services company  headquartered in Oslo,  Norway. We
anticipate  closing this  transaction  within the next 30 days.  We will acquire
VILPAS  through a  combination  of stock and cash  payments.  Among its  various
business  development  initiatives,  VILPAS is majority  owner of FunkWeb,  also
headquartered in Oslo.  FunkWeb is a leading provider of workplace  training and
retraining  for  disabled  persons.  In  conjunction  with  national  and  local
employment programs, FunkWeb has a successful track record in providing disabled
persons with skills, certifications and job placement services primarily related
to information  technologies,  web-based  systems,  and computing.  The minority
partner in FunkWeb is the Norwegian Federation of Functionally  Disabled People,
a  non-government   organization   (NGO)  representing  many  of  the  country's
associations and programs for the disabled.

Beginning  February  2004,  we had  received  subscriptions  to our January 2004
Offering of up to  $3,000,000  Senior  Convertible  Bridge  Notes (the  "Notes")
totaling  $1,060,000.  The  Notes  will  mature in twelve  months  plus  accrued
interest at a rate of 7% per annum.  The Notes will be convertible at 80% of the
"Next Equity  Financing"  offering price. The Next Equity Financing shall mean a
common stock  equity  financing in which  proceeds  equal or exceed  $5,000,000,
which shall  include any  principal  or interest  accrued  under the Notes.  The
Company  expects  to  complete  the Next  Equity  Financing  in early  2004.  In
addition,  for each $1.00 invested,  the investor shall receive a 5 year warrant
to purchase a share of the Company's common stock at $1.00 per share.

On February 23, 2004,  Trinity Learning  Corporation  (the "Company")  announced
that  it had  entered  into  an  Agreement  and  Plan  of  Merger  (the  "Merger
Agreement") with  ProsoftTraining,  a Nevada  corporation  ("Prosoft"),  and MTX
Acquisition  Corp., a Utah corporation and a wholly-owned  subsidiary of Prosoft
(the  "Merger  Sub"),  pursuant  to which the Merger Sub will be merged with and
into the  Company,  with the Company  continuing  as the  surviving  corporation
wholly-owned by Prosoft (the "Merger").  Upon completion of the Merger,  holders
of Company common stock will be entitled to receive one (1) share (the "Exchange
Ratio") of Prosoft  common stock for each share of Company  common stock held by
them. Prosoft will assume all outstanding  options to purchase shares of Company
common stock,  which will become exercisable to purchase the number of shares of
Prosoft  common stock at the exercise  price as adjusted by the Exchange  Ratio.
The Merger is intended to be a tax-free  reorganization  under Section 368(a) of
the Internal Revenue Code of 1986, as amended. The consummation of the Merger is
subject to the approval of the  stockholders of each of the Company and Prosoft,
effectiveness  of the Form S-4  Registration  Statement  to be filed by Prosoft,
regulatory approvals,  satisfactory  agreements with certain creditors and other
customary closing conditions.


<PAGE>



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/A  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 Transition  Report on Form 10-KSB for the period
ended June 30, 2003, filed on November 17, 2003,  under the heading  Information
Regarding Forward-Looking Statements and elsewhere. Investors should review this
quarterly report on Form 10-QSB/A in combination  with our Transition  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.

                                    OVERVIEW

     We commenced a strategy in 2002 to acquire operating companies in strategic
markets that have developed proprietary  technology-enabled  learning,  training
and certification  services targeted at major customers in worldwide industries.
Our mission is to become a leading global learning solution  corporation through
acquisition,  business development and strategic relationships. We earn revenues
from selling our services to medium to large  companies and  organizations  that
provide workplace  training and certification to their employees.  The principal
components  of our costs of sales are labor costs for employees who are directly
involved in providing services to clients. Other costs of sales include expenses
associated with specific projects including  materials and incidental  expenses.
Operating expenses include salaries and benefits for management, administrative,
marketing and sales personnel,  research and development,  occupancy and related
overhead costs.

     Following our initial  acquisition of CBL and related companies,  discussed
below, our corporate development efforts in 2003 and 2004 have been concentrated
on  the  identification  of  additional  acquisition  candidates  including  due
diligence,   negotiation  of  terms  and  conditions,  and  the  development  of
integration and financing strategies for each acquisition.  We have also focused
on raising  growth  capital  through  private  placements  to be used as working
capital for Trinity and our  subsidiaries.  On September 1, 2003 and December 1,
2003, respectively, we completed the following four non-related acquisitions. On
February 23, 2004,  we announced  that we had entered into an Agreement and Plan
of  Merger  with  ProsoftTraining.   Additional   information  concerning  these
transactions and the various companies involved were filed on Forms 8-K.

     TouchVision (California)

     We completed the acquisition of all of the issued and outstanding shares of
TouchVision,  Inc.,  a  California  corporation  ("TouchVision")  that is in the
business of providing  technology-enabled  information  and learning  systems to
healthcare providers,  financial services companies and other industry segments.
In consideration for the TouchVision shares, we issued an aggregate of 1,250,000
restricted  shares of our common stock,  of which 312,500  shares are subject to
the  terms  of  an  escrow  agreement  as  collateral  for  the  indemnification
obligations of the former  TouchVision  shareholders.  We also agreed to loan to
TouchVision the sum of $20,000 per month for the  twelve-month  period following
closing,  to be used for working capital.  We had previously loaned  TouchVision
the sum of $50,000  in June and July,  2003 by way of bridge  financing  pending
completion of the acquisition.  In connection with the acquisition,  TouchVision
entered into substantially  similar  employment  agreements with each of Messrs.
Gregory L. Roche and Larry J. Mahar, the former principals of TouchVision, which
have a term of two years and provide for annual salaries of $120,000. On October
1, 2003, we advanced $150,000 to TouchVision, the proceeds of which were used to
pay off a loan payable to a bank,  which was  guaranteed  by the Small  Business
Administration.

     River Murray Training Pty. Ltd. (Australia)

     We completed the acquisition of all of the issued and outstanding shares of
River  Murray  Training  Pty Ltd ("RMT") an  Australian  company  that is in the
business of providing workplace training programs for various

<PAGE>

segments  of  the  food   production   industry,   including   viticulture   and
horticulture.  In  consideration  for  the  shares  of  RMT  we  issued  700,000
restricted  shares of our common stock,  of which 350,000  shares are subject to
the  terms  of  an  escrow  agreement  as  collateral  for  the  indemnification
obligations of the former RMT shareholders.  We also loaned US$49,000 to RMT for
the  purpose  of  repaying  outstanding  loans  advanced  to RMT  by its  former
shareholders.

     Riverbend Group Holdings (Proprietary) Limited (South Africa)

     We completed the acquisition of 51% of the issued and outstanding shares of
Ayrshire Trading  Limited,  a British Virgin Islands company  ("Ayrshire")  that
owns 95% of Riverbend  Group Holdings  (Proprietary)  Limited  ("Riverbend"),  a
South  African  company that  provides  learning  services to  corporations  and
individuals  in South  Africa.  We also  acquired  the  option to  purchase  the
remaining 49% of Ayrshire. In consideration for the Ayrshire shares, we issued a
convertible  non-interest-bearing  promissory  note in the amount of  US$20,000,
which amount is  convertible  from time to time,  but no later than December 30,
2006,  into a maximum of 2,000,000  restricted  shares of our common  stock.  Of
these shares,  up to 400,000 may be withheld in  satisfaction  for any breach of
warranties  by the former  shareholders  of Ayrshire.  The  Ayrshire  shares are
subject  to escrow  and  pledge  agreements  will be  reconveyed  to the  former
shareholders  in the event of a default by us of certain terms and conditions of
the  acquisition  agreements,  including,  among other  things,  a voluntary  or
involuntary  bankruptcy proceeding involving us or the failure by us to list our
shares of common stock on a major stock exchange by December 30, 2006.

     As  further  consideration  for the  Ayrshire  shares,  we agreed to make a
non-interest-bearing loan of U.S. $1,000,000 to Ayrshire,  $300,000 of which was
advanced at closing and the remaining $700,000 was advanced on November 3, 2003.
We  may  exercise  an  option  to  acquire  the  remaining  49% of  Ayrshire  in
consideration for the issuance of 1,500,000 shares of our common stock,  subject
to certain adjustments.

     Our 51%  ownership  in Ayrshire  has been  accounted  for in the  financial
statements included with this report using the equity method of accounting.  The
equity method of  accounting  requires an investor to  incorporate  its pro rata
share of the investee's earnings into its earnings. However, rather than include
each component, e.g. sales, cost of sales, operating expenses, the investor only
includes its share of the  investee's net income or loss as a separate line item
in its net income.  The net income impact is identical whether the equity method
of accounting is used or full consolidation is employed. Under the equity method
of accounting,  the balance sheet of the investee is not  consolidated  with the
balance sheet of the investor.  Rather, the fair value of the consideration paid
is recorded as an asset,  "Investment in Associated  Company." The equity method
of  accounting  is used for  investments  in which the investor has  significant
influence over the operations of the investee but lacks operating control.

     IRCA

     On December 1, 2003,  we completed  the  acquisition  of all the issued and
outstanding  shares of Danlas, a British Virgin Islands Company that owns 51% of
IRCA  (Proprietary)  Limited ("IRCA"),  a South African company  specializing in
corporate  learning,  certification  and risk  mitigation in the area of safety,
healthy  environment  and quality  assurance  ("SHEQ").  IRCA  operates in South
Africa,  England and the United States through various  operating  subsidiaries.
Danlas also holds options to acquire the remaining 49% of IRCA.

     In  consideration  for the Danlas  shares,  the  Company  (i) issued  three
convertible  promissory  notes in the aggregate  principal amount of $40,000 and
convertible into a maximum of 4,500,000 shares, under certain conditions, of the
Company's common stock,  (ii) agreed to advance $500,000 in cash to establish an
international  sales force,  (iii) provided $500,000 for certain bank guarantees
and, (iv) provided certain future profit  thresholds are met, agreed to issue up
to an  additional  1,000,000  shares of the Company's  common  stock.  The first
promissory note for $20,000  convertible to 2,500,000 shares has been classified
as contingently redeemable equity at $0.50 per share.

     Our  51%  ownership  in  IRCA  has  been  accounted  for in  the  financial
statements included with this report using the equity method of accounting.  The
equity method of  accounting  requires an investor to  incorporate  its pro rata
share of the investee's earnings into its earnings. However, rather than include
each component, e.g. sales, cost of sales, operating expenses, the investor only
includes its share of the  investee's net income or loss as a separate line item
in its net income.  The net income impact is identical whether the equity method
of accounting is used or

<PAGE>

full  consolidation  is employed.  Under the equity  method of  accounting,  the
balance sheet of the investee is not consolidated  with the balance sheet of the
investor.  Rather,  the fair value of the  consideration  paid is recorded as an
asset,  "Investment  in Associated  Company." The equity method of accounting is
used for  investments in which the investor has  significant  influence over the
operations of the investee but lacks operating control.

     ProsoftTraining

     On  February  23,  2004,  Trinity  Learning   Corporation  (the  "Company")
announced  that it had entered into an Agreement and Plan of Merger (the "Merger
Agreement") with  ProsoftTraining,  a Nevada  corporation  ("Prosoft"),  and MTX
Acquisition  Corp., a Utah corporation and a wholly-owned  subsidiary of Prosoft
(the  "Merger  Sub"),  pursuant  to which the Merger Sub will be merged with and
into the  Company,  with the Company  continuing  as the  surviving  corporation
wholly-owned by Prosoft (the "Merger").  Upon completion of the Merger,  holders
of Company common stock will be entitled to receive one (1) share (the "Exchange
Ratio") of Prosoft  common stock for each share of Company  common stock held by
them. Prosoft will assume all outstanding  options to purchase shares of Company
common stock,  which will become exercisable to purchase the number of shares of
Prosoft  common stock at the exercise  price as adjusted by the Exchange  Ratio.
The Merger is intended to be a tax-free  reorganization  under Section 368(a) of
the Internal Revenue Code of 1986, as amended. The consummation of the Merger is
subject to the approval of the  stockholders of each of the Company and Prosoft,
effectiveness  of the Form S-4  Registration  Statement  to be filed by Prosoft,
regulatory approvals,  satisfactory  agreements with certain creditors and other
customary closing conditions.

     Competency Based Learning, Inc.

     In December  2003,  we  completed  the sale of our  interests in CBL Global
Corporation ("CBL Global") and its Australian subsidiaries  (collectively "CBL")
to the former  owners of CBL. In  conjunction  with the  management  buyout,  we
entered into a Settlement  Agreement with respect to our litigation  with CBL as
described in our 10KSB filed with the U.S.  Securities and Exchange  Commission.
We acquired CBL from its former owners in October 2002. Pursuant to the terms of
the  agreement,  we have  conveyed  all our  interest  in CBL back to the former
owners in exchange for surrender and cancellation of all shares of Trinity stock
issued  to  them  in  connection   with  the  acquisition  of  CBL  and  the  of
approximately  $1,000,000 in convertible notes payable to them. Also as a result
of the divestiture,  $222,151 owed by CBL Global to Messrs. Kennedy and Scammell
is no longer an  obligation  of the Company.  We made the decision to divest our
company  of CBL  following  our  acquisition  in the  autumn of 2003 of the four
companies  described  above.  Continued  operation  of CBL would  have  required
significant  cash  infusion on behalf of the Company.  Through  CBL's  strategic
alliance  with IRCA,  Trinity  will  continue  to market  CBL-related  workplace
learning content and products in Africa.

Change in Accounting for Ayrshire / Riverbend and IRCA

     As disclosed in our Form 8K dated  October 18, 2004,  we announced  that in
the process of preparing and completing its audit for the fiscal year ended June
30, 2004, we reviewed our earlier  determination  to  consolidate  the financial
statements  of our 51% ownership of Ayrshire  which owns 95% of Riverbend.  This
consolidation  was  reflected  in the  Company's  interim  financial  statements
included in its  previously-filed  quarterly reports for fiscal 2004. After this
review and following  discussions by the Company's officers with its predecessor
auditor  Chisholm,  Bierwolf,  Nilson & Associates  and its current  auditor BDO
Spencer Steward,  the Company's Board of Directors concluded on October 12, 2004
to use the equity method of accounting with respect to the Company's interest in
IRCA and Riverbend,  rather than  consolidating  the financial  results of these
entities with those of the Company.

     Our 51%  ownership in Ayrshire and in IRCA have been  accounted  for in the
financial  statements  included  with this  report  using the  equity  method of
accounting.  The equity method of accounting requires an investor to incorporate
its pro rata share of the investee's earnings into its earnings. However, rather
than include each component,  e.g. sales, cost of sales, operating expenses, the
investor  only  includes  its share of the  investee's  net  income or loss as a
separate line item in its net income. The net income impact is identical whether
the equity method of accounting is used or full consolidation is employed. Under
the equity  method of  accounting,  the  balance  sheet of the  investee  is not
consolidated with the balance sheet of the investor.  Rather,  the fair value of
the  consideration  paid  is  shown  as an  asset,  "Investments  in  Associated
Companies." The equity method of accounting

<PAGE>

is used for investments in which the investor has significant influence over the
operations of the investee but lacks operating control.

     Emerging  Issues  Task Force Issue  96-16,  "Investor's  Accounting  for an
Investee  When the  Investor  Has a Majority  Voting  Interest  but the Minority
Shareholders  Have  Certain  Approval  or Voting or Veto  Rights"  (EITF  96-16)
provides  guidance  as to  the  distinction  between  protective  rights  of the
minority  shareholder which do not overcome the presumption of consolidation and
substantive  participating  rights  of  the  minority  shareholder.  Substantive
participating  rights that allow the  minority  shareholder  to  participate  in
establishing operating and capital decisions in the ordinary course of business,
overcome the presumption that the investor should consolidate the investee.

     o    In the  Riverbend  transaction,  Section  20.2.11.3 of the  Definitive
          Agreement ("the  Agreement")  between  Trinity,  the majority owner in
          Ayrshire,  and Great Owl Limited ("Great Owl"),  the minority owner in
          Ayrshire,  prevents  Ayrshire  and its  subsidiaries  from  approving,
          canceling or effecting  "material  changes to the annual budget or any
          modification  thereof" or "incur  unbudgeted  capital  expenditure  of
          US$150,000  per item or  US$500,000  per  annum."  Also,  pursuant  to
          Section  18.3 of the  Agreement,  Trinity  and  Great  Owl  are  "each
          entitled  to  appoint  an equal  number of  directors  to the board of
          directors" of Ayrshire. These substantive  participating rights of the
          minority  shareholder  preclude  consolidation  of this investment and
          will remain in effect until Trinity owns 100% of Ayrshire.

     o    In the IRCA  transaction,  Section  20.1.19.3  of the  Sale of  Shares
          Agreement ("SOS  Agreement")  between Danlas  Limited,  a wholly owned
          subsidiary  of  Trinity,  and  IRCA  Investments  (Pty.)  Ltd.  ("IRCA
          Investments"), the minority shareholder in IRCA, prevents IRCA and its
          subsidiaries from approving,  canceling or effecting "material changes
          to the annual budget or any modification  thereof, or to its strategic
          plans or marketing strategy or incur unbudgeted capital expenditure in
          excess of R200,000  (two hundred  thousand  Rand) per item or R800,000
          (eight hundred  thousand Rand) in total per annum." Also,  pursuant to
          Section 19 of the SOS Agreement, Danlas and IRCA Investments are "each
          entitled  to  appoint  equal  number  of  directors  to the  board  of
          directors"  of IRCA.  These  substantive  participating  rights of the
          minority  shareholder  will remain in effect  until Danlas owns 60% of
          IRCA.

Change in Fiscal Year

     On August 6, 2003,  our board of directors  approved a change in our fiscal
year-end  from December 31 to June 30 to align it with those of the companies we
had  already  acquired  or were at that time in the  process of  acquiring.  The
information  presented  in  Transition  Report  on Form  10-KSB  relates  to the
transition period October 1, 2002 through June 30, 2003.

     Results for the first six months of fiscal year 2004  include  four month's
results of  operations  for the two  companies  we recently  acquired as well as
CBL's  activity for the first six months of fiscal year 2004.  Revenues from our
clients  were  $980,798  for the first six months of fiscal year 2004,  compared
with $62,660 for the six month period ended December 2002. Of the total increase
in revenues from our clients, $810,758 was due to the two acquisitions described
above that we made during the first quarter of fiscal year 2004.

     We believe  that the  acquisitions  we  completed  in the first  quarter of
fiscal year 2004 will shift our  business in the  direction  of markets  that we
believe offer good growth potential for the Company.

Critical Accounting Policy and Management Judgment

     The  preparation  of financial  statements  in conformity  with  accounting
principles   generally  accepted  in  the  United  States  of  America  requires
management  to make  estimates and  assumptions  in certain  circumstances  that
affect amounts reported in the accompanying  consolidated  financial  statements
and related footnotes.  In preparing these financial statements,  management has
made  its best  estimate  and  judgments  of  certain  amounts  included  in the
financial  statements,  giving consideration to materiality.  Historically,  our
estimates have not materially differed from actual results. Application of these
accounting  policies,   however,  involves  exercise  of  judgment  and  use  of
assumptions as to future uncertainties. As a result, actual results could differ
from these estimates.

<PAGE>

     Material  accounting  policies  that we believe  are the most  critical  to
investor's  understanding  of our  financial  results and  condition and require
complex  management  judgment  have  been  expanded  and  are  discussed  below.
Information   regarding  our  other  accounting  policies  is  included  in  our
Transition  Report on Form 10-KSB for the transition period ended June 30, 2003.
No other  material  changes to such  information  have  occurred  during the six
months ended December 31, 2003.

     1.   Consolidation  Policy. Our consolidated  financial  statements include
          the  accounts of the company and our  wholly-owned  subsidiaries.  All
          significant intercompany transactions are eliminated in consolidation.
          Our 51%  ownership in Ayrshire and in IRCA have been  accounted for in
          the  financial  statements  included with this report using the equity
          method of  accounting.  The equity  method of  accounting  requires an
          investor to incorporate its pro rata share of the investee's  earnings
          into its earnings.  However, rather than include each component,  e.g.
          sales, cost of sales,  operating expenses,  the investor only includes
          its share of the investee's net income or loss as a separate line item
          in its income.  The net income impact is identical  whether the equity
          method of accounting is used or full consolidation is employed.  Under
          the equity method of accounting,  the balance sheet of the investee is
          not consolidated with the balance sheet of the investor.  Rather,  the
          fair  value  of  the  consideration  paid  is  recorded  as an  asset,
          "Investment in Associated Company." The equity method of accounting is
          used for investments in which the investor has  significant  influence
          over the operations of the investee but lacks operating control.

     2.   Revenue   Recognition.   We   earn   our   revenues   primarily   from
          service-related   contracts,   including  operations  and  maintenance
          services  and a variety  of  technical  assistance  services,  and are
          accounted  for over the period of  performance,  in  proportion to the
          costs  of  performance,  evenly  over  the  period,  or over  units of
          production.  Four basic  criteria  must be met before  revenue  can be
          recognized:  (1)  persuasive  evidence of an arrangement  exists;  (2)
          delivery has occurred or services  rendered;  (3) the fee is fixed and
          determinable;  and  (4)  collectibility  is  reasonably  assured.  The
          Company  determines  whether  criteria  (3) and (4) are met  based  on
          judgments  regarding  the  nature  of the  fee  charged  for  services
          rendered and products delivered and the collectibility of those fees.

     3.   Deferred  Revenue.  We record deferred  revenue which are amounts that
          have been billed in advance of products or services provided. Deferred
          revenue  includes amounts which have been billed and not collected for
          which revenue is being recognized ratably over the contract period. We
          acquired  approximately $60,000 of deferred revenue in connection with
          the  acquisition  of  TouchVision,  Inc. As of September 30, 2003, and
          June 30, 2003, deferred revenue was $127,016 and $0, respectively. The
          Company anticipates that substantially all such amounts will be earned
          over the next twelve months.

     4.   Contingently  Redeemable  Equity.  Contingently  redeemable equity are
          shares of our  common  stock  issuable  upon the  conversion  of notes
          payable  upon the  satisfaction  of certain  conditions  pursuant to a
          contingent  stock  arrangement.  The contingent  stock  arrangement is
          dependent  on the  satisfaction  of  certain  conditions  by us,  most
          notably the listing of our common  stock an a major stock  exchange in
          the  United   States  of  America,   for  whom  there  are   financial
          requirements  for listing.  The value of the  contingently  redeemable
          equity  is based on the  number  of  shares  to be issued at $0.50 per
          share.

     5.   Common Stock Valuation. To determine the value of the stock issued for
          the  September 1, 2004  consideration  paid for  subsidiaries  and the
          investment in its equity method of  accounting  investee,  the Company
          used a value of $0.50  per share of  common  stock as the fair  value.
          Such determination is based upon its then current  fundraising efforts
          in which the  Company  raised in  excess  of  $3,000,000  at $0.50 per
          share.

     6.   Allocation of  Consideration  for  Investments  in  Subsidiaries.  The
          excess of the consideration  paid for subsidiaries over the fair value
          of  acquired   tangible   assets  less  the  fair  value  of  acquired
          liabilities is assigned to intangible assets and goodwill. The Company
          obtains an independent  third party  valuation to ascertain the amount
          to allocate to identifiable  intangible assets and the useful lives of
          those assets.

<PAGE>

Adoption of Statements of Financial Accounting Standards

     In June 2002, the FASB issued  Statement of Financial  Accounting  Standard
No. 146 ("SFAS 146"),  "Accounting  for Costs  Associated  with Exit or Disposal
Activities."  SFAS 146 replaces  Emerging  Issues Task Force  ("EITF") Issue No.
94-3, "Liability Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (Including Certain Costs Incurred in a Restructuring)"
in its  entirety  and  addresses  significant  issues  relating to  recognition,
measurement  and reporting costs  associated with an exit or disposal  activity,
including  restructuring  activities.  Under EITF Issue No. 94-3, a liability is
recognized, measured and reported as of the date of an entity's commitment to an
exit plan.  Pursuant to SFAS 146, a  liability  is recorded on the date on which
the obligation is incurred and should be initially  measured at fair value. SFAS
146 is effective for exit or disposal  activities  initiated  after December 31,
2002. The Company  adopted SFAS 146 on July 1, 2003 and adoption of SFAS 146 did
not significantly impact the Company's financial statements.

     EITF Consensus Issue No.00-21 ("EITF 00-21"),  "Revenue  Arrangements  with
Multiple Deliverables" was first discussed at the July 2000 EITF meeting and was
issued in February 2002.  Certain  revisions to the scope language were made and
finalized in May 2003. EITF 00-21 addresses the accounting for multiple  element
revenue  arrangements,  which  involve  more  than  one  deliverable  or unit of
accounting  in  circumstances,  where the delivery of those units takes place in
different accounting periods.  EITF 00-21 requires disclosures of the accounting
policy for revenue recognition of multiple element revenue  arrangements and the
nature and  description  of such  arrangements.  The  accounting  and  reporting
requirements  are  effective  for revenue  arrangements  entered  into in fiscal
periods  beginning  after June 15, 2003.  The Company has  completed its initial
evaluation and adoption of EITF 00-21 does not have a significant  impact on the
Company's  financial  statements.   The  Company  continues  its  evaluation  to
determine  whether  the  reporting  requirements  of EITF 00-21 will  impact the
Company's financial statements in the future.

     In January 2003, the Financial  Accounting  Standards Board ("FASB") issued
Statement of Financial Accounting Standard No. 148 ("SFAS 148"), "Accounting for
Stock-Based  Compensation  - Transition  and  Disclosure."  SFAS 148 amends FASB
Statement  123 ("SFAS  123"),  "Accounting  for  Stock-Based  Compensation,"  to
provide  alternative  methods of transition  for a voluntary  change to the fair
value based method of  accounting  for  stock-based  employee  compensation.  In
addition,  SFAS 148 amends the  disclosure  requirements  of SFAS 123 to require
prominent  disclosure  in both annual and interim  financial  statements  of the
method of accounting for stock-based employee compensation and the effect of the
method  used on  reported  results.  SFAS 148 is  effective  for  fiscal  years,
including  interim  periods  beginning  after December 15, 2002, and thus,  this
disclosure is included in the table below. SFAS 148 also requires  disclosure of
pro-forma  results on the  interim  basis as if the Company had applied the fair
value recognition  provisions of SFAS 123. The Company changed to the fair value
based method of accounting  for  stock-based  employee  compensation  during the
transition  period from October 1, 2002 to June 30, 2003.  Adopting SFAS 148 did
not impact the financial results of the Company significantly.

     In April 2003, the FASB issued Statement of Financial  Accounting Standards
No. 149 ("SFAS 149"),  "Amendment of Statement 133 on Derivative Instruments and
Hedging  Activities."  SFAS 149 amends and clarifies  financial  accounting  and
reporting for derivative  instruments,  including certain derivative instruments
embedded in other contracts  (collectively  referred to as derivatives)  and for
hedging activities.  The accounting and reporting requirements will be effective
for  contracts  entered  into or  modified  after June 30,  2003 and for hedging
relationships  designated  after June 30,  2003.  Currently,  we do not have any
derivative  instruments  and do not  anticipate  entering  into  any  derivative
contracts.  Accordingly, adoption of SFAS 149 does not have a significant impact
to our financial statements.

     In May 2003, the FASB issued  Statement of Financial  Accounting  Standards
No. 150 ("SFAS 150"),  "Accounting for Certain Instruments with  Characteristics
of Both  Liabilities  and Equity."  SFAS 150  establishes  standards  for how an
issuer   classifies   and   measures   certain   financial    instruments   with
characteristics  of both  liabilities  and equity.  It  requires  that an issuer
classify a financial  instrument  that is within its scope as a liability (or an
asset in some  circumstances).  SFAS 150 is effective for financial  instruments
entered into or modified  after May 31, 2003,  and otherwise is effective at the
beginning  of the  first  interim  period  beginning  after  June 15,  2003.  As
permitted,  the Company will adopt SFAS 150 on October 1, 2003. The Company does
not  anticipate  adoption  of SFAS 150 to  significantly  impact  the  Company's
financial statements.

<PAGE>

Related Party Transactions

     From time to time,  Ms.  McPherson  and Ms.  Hayman,  officers of RMT, have
advanced  funds to RMT. The current  balance of $15,379 is due December 31, 2004
and accrues interest at a rate of 6% per annum.

     On December 17, 2003, we entered into an agreement  with Titan Aviation Ltd
("Titan"),  a  Guernsey  company,  for the  purpose  of having  Titan act as our
representative in our acquisition of IRCA. Mr. Martin Steynberg, a member of our
board of  directors,  is the  managing  director of Titan.  Mr.  Steynberg  is a
shareholder in IRCA  Investments  (Proprietary)  Limited which owns 49% of IRCA.
Under  the  terms of the  agreement,  we will pay  Titan  four  million  rand or
approximately  $612,668 on March 1, 21004.  This amount has been  included  with
accounts payable as of December 31, 2003.

     As of August 8, 2002, we formalized a Debt Conversion Agreement with Global
Marketing Associates, Inc. ("GMA"), holder of a convertible promissory note (the
"GMA Note") in the principal amount of $166,963, pursuant to which the principal
amount of the note, along with accrued interest  thereon,  was made convertible,
under certain  conditions,  into 3,200,000  shares of common stock. The GMA Note
was originally issued in November 2000 to our company's former attorneys and was
subsequently  acquired by Pacific  Management  Services,  Inc., who assigned the
note to GMA; both entities are  unrelated to us. GMA  subsequently  assigned the
right to acquire  2,600,000 of the  3,200,000  shares of common stock into which
the note is convertible,  to several persons,  comprising Messrs.  Cole, Mooney,
and Swindells as well as European American Securities, Inc. ("EAS"). Pursuant to
the  assignment,  Messrs.  Cole and Mooney  each  acquired  the right to acquire
600,000  shares of the common stock into which the GMA Note is  convertible  and
Mr.  Swindells  acquired the right to acquire  1,000,000  shares.  As of January
2003, all 3,200,000  shares of our common stock had been issued  pursuant to the
terms of the GMA Note.  Fifty percent of the shares issuable upon the conversion
of the GMA Note are  subject  to a two-year  lock-up  provision  that  restricts
transfer of such shares without prior written consent of our board of directors.

     As of July 15,  2002,  we  entered in a two-year  Advisory  Agreement  with
Granite  Creek  Partners,  LLC  ("GCP"),  formerly  King's Peak  Advisors,  LLC,
automatically  renewable for an additional  12-month period.  Under the terms of
the  Advisory  Agreement,  GCP  agreed to  provide  us with  general  corporate,
financial,   business   development  and  investment   advisory  services  on  a
non-exclusive basis. These services include assisting with the identification of
placement agents, underwriters,  lenders and other sources of financing, as well
as additional qualified independent directors and members of management.  GCP is
a private company whose  principals are Douglas Cole and Edward Mooney,  who are
officers and directors of our company, and Theodore Swindells. At its August 19,
2003 meeting,  the board of directors'  voted to suspend the Advisory  Agreement
from August 15, 2003 until  January  2004.  Through  December 31, 2003,  GCP had
earned a total of $315,000 under the Advisory  Agreement,  $110,000 of which was
converted into 4,400,000 shares of common stock in March 2003. Of the balance of
$205,000, $187,087 was paid to GCP, leaving a balance owing at December 31, 2003
of $17,913. The Advisory Agreement was suspended in August 2003.

     As of July 31, 2002, we entered into a Advisory Agreement with EAS pursuant
to which  EAS  agreed to  provide  financial  advisory  and  investment  banking
services to the Company in exploration of the following strategic  alternatives:
(a) a private  placement of the Company's  convertible  promissory  notes, (b) a
private  placement of the Company's  common or preferred  stock,  and (c) one or
more  possible  purchase  transactions  by the  Company.  In  exchange  for such
services,  we  agreed  to pay EAS a  retainer  fee of  $5,000  per  month  and a
commission  ranging from 5% to 7% based on the type of transaction  consummated,
such fees being  payable in cash or the  Company's  common stock at EAS' option.
Through December 31, 2003, EAS had earned a total of $734,773 under the Advisory
Agreement. Of the balance of $734,773,  $429,773 has been paid to EAS, leaving a
balance  owing at December  31,  2003 of  $305,000 of which  $250,000 or 250,000
shares in the Company's common stock was paid to EAS in January 2004.

     From time to time, since inception of our current operating  strategy,  Mr.
Swindells  has  provided  short-term  working  capital  loans on a  non-interest
bearing basis. During our previous fiscal year, we were advanced $145,000 by Mr.
Swindells,  and during the  transition  period from  October 1, 2002 to June 30,
2003, we were advanced an additional  $780,000 by Mr.  Swindells.  The principal
may be converted into such other debt or equity  securities  financings  that we
may issue in private offerings while the loan is outstanding. In September 2003,
we repaid $500,000 on the loan balance then  outstanding.  In November 2003, the
remaining  balance of $425,000 was  converted to 850,000  shares of common stock
and issued to Mr. Swindells.

<PAGE>

                              RESULTS OF OPERATIONS

     Second Quarter Ended December 31, 2003 Compared to December 31, 2002

     Our gross sales  revenues were $726,805 for the quarter ended  December 31,
2003,  as  compared to $62,660,  the amount we  reported  for the quarter  ended
December 31,  2002.  The  increase in revenues  was due to the  acquisitions  of
TouchVision and RMT ("acquisitions")  which provided the revenues for the second
quarter of fiscal year 2004.

     Costs of sales for the quarter  ended  December 31, 2003 were  $171,956 and
consist of labor and hardware costs, and other incidental expenses,  as compared
to $0 for  the  same  period  last  year.  This  increase  was a  result  of the
acquisitions, which increased costs of sales.

     Our gross profit was $554,849 for the quarter  ended  December 31, 2003, as
compared to $62,660,  the amount we reported for the quarter ended  December 31,
2002. The increase in gross profit was due to the  acquisitions,  which provided
$473,335 in gross profit.

     Operating expense for the quarter ended December 31, 2003 was $1,785,024 as
compared  with  $651,519 for the same period same period in the prior year.  The
increase in operating expenses was due in part to the additional operating costs
of the acquisitions  totaling  $531,600.  Trinity corporate  expenses  increased
$379,329 to $778,401 when  compared to the same period last year.  This increase
is attributable to increased salaries and benefits expense in support of our new
strategy  and 2002 Stock Plan  expense of  $121,070.  At December 31, 2003 there
were eight full time employees in Trinity corporate as compared to two employees
at December 31, 2002.

     Other  expense of $426,897 was $402,823  greater than the prior year and is
attributable to the losses in our equity investments in associated  companies of
$397,985 of which $104,213 is  attributable to IRCA and $293,772 is attributable
to Ayrshire / Riverbend.

     We reported net loss  available  for common  shareholders  of $1,657,072 or
$0.07 per share on a diluted  basis,  for the quarter  ended  December 31, 2003,
compared with a net loss of $612,933, or $0.10 per share on a diluted basis, for
the same period last year.

     Six Months Ended December 31, 2003 Compared to December 31, 2002

     Our gross sales  revenues were  $980,798 for the six months ended  December
31,  2003,  as compared to  $62,660,  the amount we reported  for the six months
ended  December 31, 2002.  The  increase in revenues  was  primarily  due to the
TouchVision and RMT  acquisitions  ("acquisitions")  which provided the revenues
for the second six months of fiscal year 2004.

     Costs of sales for the six months ended December 31, 2003, which consist of
labor and hardware  costs,  and other  incidental  expenses,  were $204,453,  as
compared to $0 for the same period last year.  This increase was a result of the
acquisitions, which increased costs of sales.

     Our gross profit was  $776,345 for the six months ended  December 31, 2003,
as compared to $62,660, the amount we reported for the six months ended December
31,  2002.  The  increase  in gross  profit was due to the  acquisitions,  which
provided $606,611 in gross profit.

     Operating  expense for the six months ended  December 31, 2003 increased to
$2,927,740  as compared  with  $1,049,570  for the same  period  last year.  The
increase  in  operating  expenses  of  $1,878,170  was  due to the  acquisitions
($681,400),  six months of operating costs in CBL as compared to three months in
the prior year ($241,047) and increased Trinity corporate costs ($666,447).  The
increase in Trinity  corporate costs is primarily due to an increase in salaries
and benefits  costs of $537,963 of which $219,584 is for the 2002 Stock Plan. At
December 31, 2003 there were eight full time  employees in Trinity  corporate as
compared to two employees at December 31, 2002.

<PAGE>

     Other  expense of $451,587 was $420,743  greater than the prior year and is
attributable to the losses in our equity investments in associated  companies of
$398,980 of which $104,213 is  attributable to IRCA and $294,767 is attributable
to Riverbend.

     We reported net loss  available for common  shareholders  of 2,602,982,  or
$0.14 per share on a diluted basis,  for the six months ended December 31, 2003,
compared with a net loss of  $1,017,754  or $0.28 per share on a diluted  basis,
for the same period last year.


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, 2003 was $13,791,895,  as
compared to $11,188,913 as of June 30, 2003.

     At  December  31,  2003,  we had a cash  balance of $658,048 as compared to
$86,511 at June 30, 2003. Net cash used by operating  activities  during the six
months ended  December 31, 2003 was  $1,571,590,  attributable  primarily to our
loss from operations of $2,602,982.  Cash generated by financing  activities was
$3,947,441  for the six months ended December 31, 2003  representing  the net of
repayments under  short-term  notes of $500,000,  financing fees of $625,859 and
$5,073,300 in proceeds from issuance of common stock.

     Accounts receivable  increased from $42,719 at June 30, 2003 to $370,240 at
December  31,  2003.  This  increase  is  due to  receivables  owed  to the  two
subsidiaries we acquired in September 2003.

     Accounts payable  increased from $391,872 at June 30, 2003 to $1,132,177 at
December  31,  2003.  This  increase is  attributable  to  expenses  incurred in
connection with our acquisitions,  and our continuing corporate expansion during
the year.

     We  commenced  a private  offering  of our  securities  in May 2003.  As of
October  31,  2003,  we had  closed the  offering  and  raised an  aggregate  of
$5,073,300.  Of these funds,  $141,719,  $87,108 and $277,625,  were advanced as
loans to our subsidiaries, CBL, RMT, and TouchVision,  respectively,  $1,000,000
and $20,000 were  advanced as loans to our equity  method  investees  Ayrshire /
Riverbend and IRCA, respectively,  $625,859 was paid in commissions to financial
advisors for  fundraising  activities,  and  $500,000  was repaid on  short-term
promissory notes to a related party.

     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.  Capital  expenditures,  excluding
purchases financed through capital lease,  during the first six months of fiscal
years 2004 and 2003 were $16,838 and $6,389, respectively.

     Currently, we do not have significant cash or other material assets, nor do
we have 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.  However,  we have  undertaken the following to meet our liquidity
requirements:

     (a)  Seek  additional  funding through senior  convertible  bridge notes to
          raise  sufficient  funds to continue  operations  and fund its ongoing
          development,  merger and acquisition  activities.  In January 2004, we
          commenced a $3,000,000  offering of senior convertible bridge notes to
          accredited  investors,  the  proceeds  of  which  will be used for (i)
          corporate administration, (ii) the expansion of subsidiary operations,
          and (iii) expenses and commitments  made for  acquisitions in 2003. In
          conjunction  with the  offering,  we have  engaged  various  financial
          advisory firms and other finders to identify prospective investors. We
          anticipate closing the offering by February 29, 2004.
     (b)  Generate   sufficient   cash  flow  to  sustain  and  grow  subsidiary
          operations  and, if possible,  create  excess cash flow for  corporate
          administrative expenses through our operating subsidiaries; and

<PAGE>

     (c)  Identify prospective  acquisition targets with sufficient cash flow to
          fund  subsidiary   operations,   as  well  as  potentially  generating
          operating  cash  flow  that  may  sustain   corporate   administrative
          expenses.

     Trinity's  future  capital  requirements  will  depend  on its  ability  to
successfully  implement  these  initiatives  and other  factors,  including  our
ability to maintain our existing  customer  base and to expand our customer base
into new geographic  markets,  and overall  financial  market  conditions in the
United States and other countries where we will seek prospective investors.

     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.

ITEM 3. CONTROLS AND PROCEDURES

     Our Chief Executive Officer and Chief Financial  Officer,  after conducting
an  evaluation,   together  with  other  members  of  our  management,   of  the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures as of 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  Securities  Exchange  Act of 1934 (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.


<PAGE>


                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

     On September 12, 2003,  we filed a Complaint in the United States  District
Court for the District of Utah, Central Division, against CBL Global Corporation
("CBL Global") (f/k/a CBL Acquisition Corporation), and Robert Stephen Scammell,
the sole  shareholder of  CBL-California,  (Case No.  2:03CV00798DAK)  alleging,
among other things, that Scammell and CBL-California  provided us with misstated
financial statements prior to our merger in October 2002 with CBL-California and
CBL Global.  On September 18, 2003, we filed a First Amended  Complaint and Jury
Demand,  which  added as  defendants  CBL-Global  and  Brian  Kennedy,  the sole
shareholder  of  CBL-Australia.  The First Amended  Complaint  alleges causes of
action for  violations of Section 10(b) of the  Securities  Exchange Act of 1934
and Rule 10b-5  promulgated  there under, for violations of Section 20(a) of the
Securities  Exchange Act of 1934, for declaratory relief and breach of contract,
for common law fraud, and for negligent misrepresentation.

     The  First  Amended  Complaint  alleged,   among  other  things,  that  the
defendants  were advised by  CBL-California's  accountant  on September 18, 2002
that CBL-California's  financial statements were misstated, and alleges that new
restated  financial  statements  were issued on September  19,  2002.  The First
Amended Complaint alleged,  however, that the restated financial statements were
not provided to us prior to the October 1, 2002 closing of the merger.

     In December,  2003, we sold our interests in CBL Global and its  Australian
subsidiaries  (collectively "CBL"), Messrs.  Scammell and Kennedy, to the former
owners of CBL. In  conjunction  with the  management  buyout,  we entered into a
Settlement  Agreement with respect to our litigation  with CBL.  Pursuant to the
terms of the agreement,  we have conveyed all of our interest in CBL back to the
former owners in exchange for surrender and  cancellation of 3,000,000 shares of
Trinity  stock  issued to them in  connection  with  acquisition  of CBL and the
cancellation  of $1,000,000  in  convertible  notes  payable to them.  Also as a
result of the  divestiture,  $222,151 owed by CBL Global to Messrs.  Kennedy and
Scammell is no longer an obligation of the Company.


ITEM 2. CHANGES IN SECURITIES

Recent Sales of Unregistered Securities

     On December 1, 2003,  we completed  the  acquisition  of all the issued and
outstanding  shares of Danlas, a British Virgin Islands Company that owns 51% of
IRCA  (Proprietary)  Limited ("IRCA"),  a South African company  specializing in
corporate  learning,  certification  and risk  mitigation in the area of safety,
health  environment  and  quality  assurance  ("SHEQ").  IRCA  operates in South
Africa,  England and the United States through various  operating  subsidiaries.
Danlas also holds options to acquire the remaining 49% of IRCA. In consideration
for the Danlas shares, the Company (i) issued three convertible promissory notes
in the aggregate  principal  amount of $40,000 and convertible into a maximum of
4,500,000 shares of the Company's common stock,  (ii) agreed to advance $500,000
in cash to establish an international  sales force,  (iii) provided $500,000 for
certain bank guarantees and, (iv) provided certain future profit  thresholds are
met,  agreed to issue up to an  additional  1,000,000  shares  of the  Company's
common  stock.,  which has been recorded as  contingently  redeemable  equity in
stockholders'  equity at $0.50 per share. In our opinion,  the offer and sale of
these  securities was exempt by virtue of Section 4(2) of the Securities Act and
the rules promulgated there under.

     During  the  period  June 1, 2003 to October  31,  2003,  we sold by way of
private  placement an aggregate of 5,073,300 units at a price of $1.00 per unit,
for aggregate consideration of $5,073,300. Each unit comprised two shares of our
common stock and two warrants,  each exercisable for one additional share of our
common stock. In addition,  each unit carried the right to acquire an additional
warrant to purchase,  under certain  conditions,  up to one additional  share of
common stock.  In  connection  with the private  placement,  we paid $470,510 in
commissions and issued to various financial  advisors 567,160  additional shares
of our common stock and  five-year  warrants to purchase  200,050  shares of our
common stock. In our opinion,  the offer and sale of these securities was exempt
by

<PAGE>

virtue of Section 4(2) of the  Securities  Act and the rules  promulgated  there
under.

     During  the  period  from  September  27,  2002 to June 30,  2003 we issued
convertible  unsecured promissory notes to Mr. Swindells,  who lends money to us
from time to time on a non-interest bearing basis, in the total principal amount
of  $925,000.  The  principal  may be  converted  into such other debt or equity
securities  financings that we may issue in private  offerings while the note is
outstanding.  In  September  2003,  we repaid  $500,000 on the note balance then
outstanding.  In November 2003, the remaining  balance of $425,000 was converted
in to  850,000  shares of  common  stock and  issued  to Mr.  Swindells.  In our
opinion,  the offer and sale of these securities was exempt by virtue of Section
4(2) of the Securities Act and the rules promulgated there under.

     As of July  31,  2002,  we  entered  into an  Advisory  Agreement  with EAS
pursuant  to which EAS  agreed to  provide  financial  advisory  and  investment
banking  services  to the  Company in  exploration  of the  following  strategic
alternatives:  (a) a private placement of the Company's  convertible  promissory
notes,  (b) a private  placement of the Company's common or preferred stock, and
(c) one or more possible purchase  transactions by the Company.  In exchange for
such  services,  we agreed to pay EAS a  retainer  fee of $5,000 per month and a
commission  ranging from 5% to 7% based on the type of transaction  consummated,
such fees being  payable in cash or the  Company's  common stock at EAS' option.
Through December 31, 2003, EAS had earned a total of $734,773 under the Advisory
Agreement. Of the balance of $734,773,  $429,773 has been paid to EAS, leaving a
balance  owing at December  31,  2003 of  $305,000 of which  $250,000 or 250,000
shares in the  Company's  common stock was paid to EAS in January  2004.  In our
opinion,  the offer and sale of these securities was exempt by virtue of Section
4(2) of the Securities Act and the rules promulgated there under.

     Through  February 18, 2004,  we had received  subscriptions  to our January
2004 Offering of up to $3,000,000 Senior  Convertible Bridge Notes (the "Notes")
totaling $935,000.  The Notes will mature in twelve months plus accrued interest
at a rate of 7% per  annum.  The Notes will be  convertible  at 80% of the "Next
Equity Financing"  offering price. The Next Equity Financing shall mean a common
stock equity financing in which proceeds equal or exceed $5,000,000, which shall
include any principal or interest  accrued under the Notes.  The Company expects
to complete the Next Equity Financing in early 2004. In addition, for each $1.00
invested, the investor shall receive a 5 year warrant to purchase a share of the
Company's common stock at $1.00 per share.

     Finally,  100,000  shares of the Company's  common stock were issued to Mr.
Posner in January 2004 for finders' fees for the Riverbend  transaction.  In our
opinion,  the offer and sale of these securities was exempt by virtue of Section
4(2) of the Securities Act and the rules promulgated there under.


ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     None.

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

     None.

ITEM 5. OTHER INFORMATION

     None.

ITEM 6. - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

The following exhibits were filed with our 10 QSB on February 23, 2004:

     10.1 Agreement  dated  August 9, 2003  between the Company and London Court
          Ltd.
     10.2 Agreement  dated May 30, 2003 between the Company and ACAP  Financial,
          Inc.
     10.3 Agreement  dated May 29, 2003 between the Company and Merriman  Curhan
          Ford & Co.

<PAGE>

     10.4 Agreement  dated  April 11,  2003  between  the Company and TN Capital
          Equities, Ltd.
     10.5 Agreement  dated  December  17,  2003  between  the  Company and Titan
          Aviation Ltd.

The following exhibits are filed herewith:

     31.1 Certification of the Company's Chief Executive Officer.
     31.2 Certification of the Company's Chief Financial Officer.

     32.1 Certification of the Company's Chief Executive Officer.
     32.2 Certification of the Company's Chief Financial Officer.

(b)  Reports on Form 8-K

     1. On November 18, 2003, we filed a Current  Report on Form 8-K  concerning
our acquisition of River Murray Training Pty. Ltd.

     2. On November 25, 2003, we filed a Current Report on Form 8-K amending the
report on Form 8-K filed on September 16, 2003,  concerning  our  acquisition of
TouchVision, Inc.

     3. On November 28, 2003, we filed a Current Report on Form 8-K amending the
report on Form 8-K filed on September 16, 2003,  concerning  our  acquisition of
Riverbend Group Holding (Pty.) Ltd.

     4. On December  17, 2003 we filed a Current  Report on Form 8-K  concerning
our acquisition of Danlas Limited.


<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


October 28, 2004                              By: /S/ DOUGLAS D. COLE
                                                  -----------------------
                                                  Douglas D. Cole
                                                  Chief Executive Officer


October 28, 2004                              By: /S/ CHRISTINE R. LARSON
                                                  -----------------------
                                                  Christine R. Larson
                                                  Chief Financial Officer