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 September 30, 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 November 14, 2003,  27,560,401 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  SEPTEMBER  30,  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   INTEREST  IN  AYRSHIRE  TRADING  LIMITED
("AYRSHIRE");  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")  that owns 95% of Riverbend  Group Holdings  (Proprietary)
Limited ("Riverbend"), acquired in September 2003, rather than consolidating the
financial results of this entity 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 as originally  reported of $368,695 for the three months ended  September
30, 2003 was reduced by $147,199 and  operating  expense of  $1,303,827  for the
same  period  was  reduced  by  $200,891.  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 $39,780.

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 September 30, 2003 (Unaudited) and
              June 30, 2003
              Consolidated Statements of Operations and Comprehensive Income
              Three months ended September 30, 2003 and 2003 (Unaudited)
              Consolidated Statements of Cash Flows
              Three months ended September 30, 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>
                                                                                       September 30, 2003
                                                                                      (Unaudited & Restated)   June 30, 2003
                                                                                      ----------------------   -------------
<S>                                                                                         <C>                 <C>
Assets
Current Assets
       Cash                                                                                 $    927,034        $     86,511
       Accounts Receivable                                                                       298,975              42,719
       Interest Receivable                                                                             -                  41
       Prepaid Expense and Other Current Assets                                                  211,837              97,944
                                                                                            ------------        ------------
                                                            Total Current Assets               1,437,846             227,215
                                                                                            ------------        ------------

Investments in Associated Company, at Equity, Net (Notes 2 and 5)                              1,179,993                   -
                                                                                            ------------        ------------

Property & Equipment (Note 3)
       Furniture & Equipment                                                                     100,432              53,385
       Accumulated Depreciation                                                                  (12,788)             (7,824)
                                                                                            ------------        ------------
                                                        Net Property & Equipment                  87,644              45,561
                                                                                            ------------        ------------
Intangible Assets (Notes 2 and 4)
       Purchased Intangible Assets                                                             2,849,690           1,118,312
       Accumulated Amortization                                                                 (251,723)           (167,747)
                                                                                            ------------        ------------
                                                            Net Intangible Asset               2,597,967             950,565
                                                                                            ------------        ------------

Note Receivable (Note 8)                                                                         300,000              25,000
Other Assets                                                                                      84,575              94,003
                                                                                            ------------        ------------
                                                                    Total Assets            $  5,688,025        $  1,342,344
                                                                                            ============        ============

Liabilities, Contingently Redeemable Equity and Stockholders' Equity
Liabilities
       Accounts Payable                                                                     $    585,968        $    391,872
       Accrued Expenses                                                                          544,313             270,270
       Interest Payable                                                                           85,577              63,987
       Deferred Revenue  (Note 1)                                                                127,016                   -
       Notes Payable-Related Parties (Notes 9 and 10)                                          1,661,362           2,147,151
                                                                                            ------------        ------------
                                                             Current Liabilities               3,004,236           2,873,280

       Notes Payable-Long Term (Note 10)                                                         433,220                   -
                                                                                            ------------        ------------
                                                               Total Liabilities               3,437,456           2,873,280
                                                                                            ------------        ------------

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

Stockholders' Equity
       Common Stock, 100,000,000 Shares Authorized at No Par Value,
       22,915,641 and 14,956,641 shares Issued and Outstanding,
       Respectively                                                                           13,423,823           9,693,447
       Accumulated Deficit                                                                   (12,134,823)        (11,188,913)
       Subscription Receivable                                                                   (35,000)            (35,000)
       Accumulated Other Comprehensive Loss                                                       (3,431)               (470)
                                                                                            ------------        ------------
                                                      Total Stockholders' Equity               1,250,569          (1,530,936)
                                                                                            ------------        ------------
      Total Liabilities, Contingently Redeemable Equity and Stockholders' Equity            $  5,688,025        $  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
                                                                     September 30
                                                                     (Unaudited)
                                                           2003 (Restated)       2002
                                                         ----------------------------------
<S>                                                         <C>                       <C>
Revenue
      Sales Revenue                                         $    253,993     $          -
      Cost of Sales                                              (32,497)               -
                                                            ------------     ------------
              Gross Profit                                       221,496                -
                                                            ------------     ------------
Expenses
      Salaries & Benefits                                        567,719           38,000
      Professional Fees                                          216,565          323,741
      Selling, General & Administrative                          269,594           36,130
      Depreciation & Amortization                                 88,838               80
                                                            ------------     ------------
                                        Total Expense          1,142,716          397,951
                                                            ------------     ------------
                                 Loss from Operations           (921,220)        (397,951)
                                                            ------------     ------------

Other Expense
      Interest Expense, net                                       23,288            6,770
      Equity in Losses of Associated Companies                       995                -
      Foreign Currency Loss                                          407                -
                                                            ------------     ------------
                                  Total Other Expense             24,690            6,770
                                                            ------------     ------------

           Loss Before Taxes                                    (945,910)        (404,721)
              Taxes                                                    -                -
                                                            ------------     ------------
           Net Loss                                         $   (945,910)    $   (404,721)
                                                            ============     ============

      Net Loss Per Common Share
               Basic                                        $      (0.06)    $      (8.13)
                                                            ============     ============
               Diluted                                      $      (0.06)    $      (8.13)
                                                            ============     ============
      Weighted Average Shares Outstanding                     15,652,516           49,774
                                                            ============     ============
</TABLE>

A summary of the components of other comprehensive loss for the first quarter
ended September 30, 2003 and 2002 is as follows:

<TABLE>
<CAPTION>
                                                              For the Three Months Ended
                                                                     September 30
                                                                     (Unaudited)
                                                           2003 (Restated)       2002
                                                         ----------------------------------
<S>                                                         <C>                       <C>
      Net Loss                                              $   (945,910)    $   (404,721)
      Foreign currency translation                                (2,961)               -
                                                            ------------     ------------
                                   Comprehensive Loss       $   (948,871)    $   (404,721)
                                                            ============     ============
</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>
                                                                                        Three Months Ended
                                                                                           September 30
                                                                                            (Unaudited)
                                                                                  2003 (Restated)       2002
                                                                                ----------------------------------
<S>                                                                                 <C>             <C>
Cash flows from operating activities:
       Net loss                                                                     $  (945,910)    $  (404,721)
       Adjustments to reconcile net loss to net cash provided by
       operating activities:
             Depreciation and amortization                                               88,838              80
             Stock option compensation                                                   98,514               -
             Equity in losses of associated company                                         995               -
       Changes in current assets and liabilities, net of business acquired:
             Accounts receivable, net                                                   (14,434)              -
             Prepaid expenses and other current assets                                  (34,238)         (2,199)
             Accounts payable, accrued expenses and deferred revenue                     56,912         178,751
             Interest payable                                                            21,590           7,468
                                                                                    -----------     -----------
                   Net cash used by operating activities                               (727,733)       (220,621)
                                                                                    -----------     -----------

Cash flows from investing activities:
       Payment for business acquisitions, net of cash acquired                         (225,369)              -
       Notes receivable, net                                                           (274,959)              -
       Capital expenditures                                                             (10,635)         (6,151)
                                                                                    -----------     -----------
                   Net cash used by investing activities                               (510,963)         (6,151)
                                                                                    -----------     -----------

Cash flows from financing activities:
       Proceeds (Repayments) on related party note payable                             (500,000)          3,928
       Borrowing under short term notes                                                       -         590,000
       Financing fees paid                                                             (428,242)              -
       Proceeds from sale of common stock, net                                        3,004,500               -
                                                                                    -----------     -----------
                   Net cash provided by financing activities                          2,076,258         593,928

Effect of foreign exchange rates on cash                                                  2,961               -
                                                                                    -----------     -----------

                                                 Net increase in cash                   840,523         367,156

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

                                                Cash at end of period               $   927,034     $   368,788
                                                                                    ===========     ===========

Supplemental information:

            Interest paid                                                           $     2,716     $         -
                                                                                    ===========     ===========
            Issuance of common stock for business acquisitions                      $   975,000     $         -
                                                                                    ===========     ===========
            Issuance of contingently redeemable equity                              $ 1,000,000     $         -
                                                                                    ===========     ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements

<PAGE>


                  Trinity Learning Corporation and Subsidiaries
                        Notes to the Financial Statements
                               September 30, 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.  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"),  and 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"). Ayrshire
owns 95% of the issued and outstanding shares of Riverbend Group Holdings (Pty.)
Ltd. ("Riverbend"). These companies are collectively referred to as Riverbend.

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

     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
that these investments should have been accounted for using 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.

     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

<PAGE>

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.

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 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 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.  (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.  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 acquire 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.

<PAGE>

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 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.

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.

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  is  reclassified  to
intercompany notes receivable and eliminated in consolidation.  Notes receivable
also includes  advances made to an  associated  company  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.

<PAGE>

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 or the conversion of notes
and interest  payable.  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 months ended
September 30, 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  3,182,000  shares of common stock at prices
          ranging  from $0.05 to $0.50 per share were  outstanding  at September
          30, 2003; no options were outstanding at September 30, 2002.
     o    Warrants  to  purchase  5,677,000  shares  of  common  stock at prices
          ranging  from $0.50 to $2.00 per share were  outstanding  at September
          30, 2003; no warrants were outstanding at September 30, 2002.
     o    At September 30, 2003 and 2002, we held 1,372,500 and 1,000,000 shares
          in escrow respectively.
     o    At  September  30,  2003  we  had  the  following   convertible  notes
          outstanding: (i) a convertible non-interest-bearing promissory note in
          the amount of $20,000, convertible into 2,000,000 shares of our common
          stock and (ii) a $425,000 convertible promissory note convertible into
          and indeterminable number of shares of our common stock.
     o    At  September  30,  2002,  we  had  the  following  convertible  notes
          outstanding (i) a convertible  promissory note in the principal amount
          of $166,963 was convertible,  under certain conditions, into 3,200,000
          shares  of  common  stock  and  (ii)  a  convertible  promissory  note
          convertible  into an  indeterminable  number of  shares of our  common
          stock.

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                      September 30,
                                                                   2003             2002
                                                               ------------     ------------
<S>                                                            <C>              <C>
     Numerator-Basic / Diluted
               Net (loss) available for common stockholders    $   (945,910)    $   (404,821)
                                                               ============     ============
     Denominator-Basic/ Diluted
               Weighted-average common stock outstanding         15,652,516           49,774
                                                               ============     ============
               Basic loss per share                            $      (0.06)    $      (8.13)
                                                               ============     ============
</TABLE>

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

<PAGE>

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).

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
will adopt SFAS 150 on October  1, 2003 and does not  anticipate  a  significant
impact on the Company's financial statements.

<PAGE>

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

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.

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.  Subsequent to
the  acquisition,  loans to TouchVision  have been classified with  intercompany
loans and eliminated in consolidation. 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
promissory  note has been accounted for as contingently  redeemable  equity at a
value equal to 2,000,000 shares at $0.50 per share.

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).

<PAGE>

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.  In the case of
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.

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.

Investments in Associated Companies, at Equity

The  consideration  paid for our  investment  in Ayrshire is $1,180,  988.  This
amount  comprises  legal and financial  advisory fees of $180,988 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  $875,436.  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 September 30, 2003, no such impairment
was incurred.

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 and CBL,  TouchVision  and RMT as if these
acquisitions  had occurred at July 1, 2002.  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.

                                                     Three Months Ended
                                                        September 30
                                                     2003            2002
                                                 -----------     -----------
Revenue                                          $   834,075     $   792,498
                                                 ===========     ===========
Gross Profit                                     $   502,165     $   625,910
                                                 ===========     ===========
Operating Loss                                   $  (958,578)    $  (442,029)
                                                 ===========     ===========
Net Loss                                         $  (994,257)    $  (451,199)
                                                 ===========     ===========
Net Loss Per Common Share                        $     (0.06)    $     (0.03)
                                                 ===========     ===========

<PAGE>

Finalization of Purchase Price

Certain  information  necessary  to complete  the  purchase  accounting  and our
valuation of our equity  method  investee 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.

Anticipated Acquisition

On  September  18,  2003 we  announced  that we had  entered  into a  definitive
agreement  to acquire  majority  ownership  of IRCA  (Pty.)  Ltd.  ("IRCA"),  an
international firm specializing in corporate learning,  certification,  and risk
mitigation in the areas of safety,  health  environment,  and quality  assurance
("SHEQ").  We anticipate  closing this transaction within the next 60 days. IRCA
is headquartered in South Africa and also operates  international  sales offices
and operations in the United  Kingdom and Australia.  We will acquire a majority
interest  in IRCA  through  a  combination  of  stock  and  cash  payments.  The
definitive  agreement  contains  certain  closing  conditions and certain future
provisions  that will enable  Trinity to acquire full  ownership of IRCA and its
various operating subsidiaries.

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 September 30, 2003 and June 30, 2003,  respectively and depreciation  expense
for the three months ended September 30, 2003 and 2002, respectively.

<TABLE>
<CAPTION>
                               Asset Cost           Depreciation Expense    Accumulated Depreciation
                        09/30/2003    06/30/03    09/30/2003   09/30/2002   09/30/2003   06/30/2003
                        ----------   ----------   ----------   ----------   ----------   ----------
<S>                     <C>          <C>          <C>          <C>          <C>          <C>
Furniture & Equipment   $  100,432   $   53,385   $    4,862   $       80   $   12,788   $    7,824
                        ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

NOTE 4 - Intangible Assets

The  Company   capitalized   intangible  assets  in  its  acquisitions  of  CBL,
TouchVision, and RMT ("acquisitions"). 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 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 September 30, 2003 and
June 30, 2003, respectively, and amortization expense for the three months ended
September 30, 2003 and 2002, respectively:

<TABLE>
<CAPTION>
                         Asset Cost            Amortization Expense    Accumulated Amortization
                   09/30/2003   06/30/2003   09/30/2003   09/30/2002   09/30/2003   06/30/2003
                   ----------   ----------   ----------   ----------   ----------   ----------
<S>                <C>          <C>          <C>          <C>          <C>          <C>
Intangible Asset   $2,849,690   $1,118,312   $   83,976   $        -   $  251,723   $  167,747
                   ==========   ==========   ==========   ==========   ==========   ==========
</TABLE>

NOTE 5 - Investments in Associated Companies, at Equity

At September 30, 2003,  the principal  components of  Investments  in Associated
Companies,  at  Equity  was our 51%  ownership  in  Ayrshire  which  owns 95% of
Riverbend:

<PAGE>


                                                                  Ayrshire
                                                                -----------
Equity investment                                               $ 1,180,988
Equity in loss of unconsolidated subsidiary                            (995)
                                                                -----------
                         Balance September 30, 2003             $ 1,179,993
                                                                ===========

Financial position of Ayrshire for the one month period ended September 30,
2003.

                                                                  Ayrshire
                                                                -----------
Income statement information:
        Revenue                                                 $   362,794
                                                                ===========
        Operating loss                                          $   (48,128)
                                                                ===========
        Loss before minority interest                           $   (26,371)
                                                                ===========
        Net loss after gain attributable to minority interest   $      (995)
                                                                ===========

Financial position information:
        Current assets                                          $ 1,634,389
                                                                ===========
        Noncurrent assets                                       $   166,821
                                                                ===========
        Current liabilities                                     $   612,333
                                                                ===========
        Long-term liabilities                                   $   639,876
                                                                ===========

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

In July 2003, the Company signed a lease  agreement for new office space at 1831
Second Street in Berkeley,  California.  The lease term  commenced  September 1,
2003 and will expire on May 31,  2004.  The Company will pay a minimum of $5,025
per  month.  The  Company  paid  $10,050  upon the  execution  of the lease that
includes $5,025 security deposit that may be refunded at the end of the lease.

CBL leases contiguous office space pursuant to two separate lease agreements for
its  operations  located in Queensland,  Australia.  The term of the first lease
expires in January  2004 with a three year option to renew.  The monthly  rental
amount of that lease is $2,471.  The term of the second lease expires in January
2007 with a three year option to renew.  The monthly rental amount of that lease
is $2,140.  CBL also leases a car for use by Brian Kennedy,  its chief executive
officer. The lease expires in October 2005; the monthly rental amount is $338.

TouchVision leases office space pursuant to a lease agreement for its operations
located  in  California.  The lease  term  will  expire on  February  28,  2005.
TouchVision  will pay a minimum  of $5,600 per month.  TouchVision  also  leases
office equipment  pursuant to lease  arrangements which will expire by September
30, 2005 and which total $1,258 per month.

On May 1, 2002, RMT signed a lease agreement to lease  commercial  space for its
corporate  offices  in South  Australia.  RMT pays  $7,333  per annum or monthly
payments of $611.  The term of the lease  expires on April 30, 2005. On July 28,
2000, RMT signed a lease agreement for office  equipment.  The term of the lease
is for five years.  The monthly payment is $339. The lease agreement  expires on
June 28, 2005.

Total Minimum Lease Commitments as of September 30, 2003:

                                         Calendar Year             Amount
                                         -------------         ----------
                                                  2003         $   58,474
                                                  2004            161,123
                                                  2005             58,416
                                                  2006             30,069
                                            Thereafter              2,516
                                                               ----------
                                                 Total         $  310,498
                                                               ==========

<PAGE>

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  Corporation
(f/k/a CBL  Acquisition  Corporation),  and Robert  Stephen  Scammell,  the sole
shareholder of Competency  Based Learning,  Inc.  ("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 Competency  Based  Learning Pty. Ltd.
("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  alleges,  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 alleges,  however, that the restated financial statements were
not provided to us prior to the October 1, 2002 closing of the merger. The First
Amended  Complaint  seeks damages in an amount to be proven at trial,  but which
amount  presently is estimated to exceed,  at a minimum,  the full amount of the
consideration  paid by us and  CBL  Global  in the  merger,  as  well as  treble
damages,  and  attorneys'  fees.  The  First  Amended  Complaint  also  seeks  a
declaration  that we (i) are entitled to retain  certain of our shares of common
stock that were issued in connection  with the  acquisition of CBL and placed in
escrow,  (ii) are  entitled  to set-off  amounts  owed to Messrs.  Scammell  and
Kennedy  pursuant  to the CBL  acquisition;  and (iii) are  entitled to seek the
return of the shares of our common stock that have already have been distributed
to  defendants  Messrs.  Kennedy  and  Scammell  in the  merger.  We  intend  to
vigorously pursue our claims against the defendants.

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 September 30,
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 $13,835 is due December 31,
2004 and accrues interest at a rate of 6% per annum.

As of July 15, 2002, Trinity entered in a two-year Advisory Agreement with Kings
Peak Advisors,  LLC ("KPA") with automatic renewal for a 12-month period.  Under
the terms of the Advisory  Agreement,  KPA will provide the Company 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.  KPA is
a private company whose  principals are Douglas Cole and Edward Mooney,  who are
officers and directors of Trinity, and Mr. Theodore Swindells.

<PAGE>

The Advisory  Agreement  provides that KPA will 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,  which  monthly fee amount is payable,  at KPA'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 KPA, as well as any
fees  which  may be due to KPA 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 KPA, a sliding fee based on a percentage of
the value of the  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 KPA
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 KPA for prior  services  rendered
since  April 1, 2002 in the  amount  of  $30,000,  up to 50% of which  amount is
payable,  at KPA'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 KPA under the
Advisory Agreement may not exceed 4,400,000 shares.  Through September 30, 2003,
KPA 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,  $156,310 has been paid to KPA,  leaving a balance owing at
September 30, 2003 of $48,690.

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.

Pursuant to the acquisition of CBL on October 1, 2002, we issued to shareholders
of CBL two convertible promissory notes in the amounts of $485,000 and $515,000.
The notes  accrue  interest at 7% per annum and are  considered  due and payable
upon the earlier of September 1, 2004 or the date, upon which we close an equity
financing,  the net  proceeds of which,  together  with the net  proceeds of all
equity financing  conducted by the Company after the acquisition  date, equal or
exceeds  $10,000,000.  The  conversion  price on the notes is $2.00 per share of
common stock. At September 30, 2003,  accrued interest totaled $70,000.  We also
issued two unsecured  promissory notes in the amount of $222,151 to cancel three
unsecured promissory notes previously issued by CBL-Australia and CBL-California
to its shareholders,  Messrs. Scammell and Kennedy. The notes accrue interest at
7% per  annum  and were  considered  due and  payable  upon the  earlier  of the
September  1,  2003 or the  date,  upon  which  the  Company  closes  an  equity
financing,  the net  proceeds of which,  together  with the net  proceeds of all
equity  financing  conducted by us after the Acquisition  Date, equal or exceeds
$3,000,000.  At September 30, 2003, accrued interest totaled $15,550.  The notes
were due and  payable on  September  1, 2003 for which the  payment has not been
made  pending  the  outcome of a lawsuit  filed  against  Messrs.  Scammell  and
Kennedy. See Note 5, Commitments and Contingencies.

From time to time,  since  inception  of our  current  operating  strategy,  Mr.
Theodore   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.  Theodore  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.  The  issuance  of  securities,  should it occur,  is made in
reliance on Section 4(2) of the  Securities  Act as a transaction  not involving
any public offering.

<PAGE>

NOTE 10 - Notes Payable

At September,  2003,  notes payable to accredited  investors and related parties
totaled  $2,094,582 as compared with $2,147,151 at June 30, 2003. The notes bear
interest between the rates of 0% and 10% per annum, some of which are secured by
our common stock. Certain notes are convertible into the Company's common stock.

The Company has the following notes payable obligations:

<TABLE>
<CAPTION>
                                                                    September 30,       June 30,
                                                                         2003             2003
                                                                     ------------     ------------
<S>                                                                  <C>              <C>
Unsecured  non-interest bearing convertible notes payable to
a related party due on December 1, 2003, see Note 9.                 $    425,000     $    925,000

Note  payable to bank due October 29,  2004,  plus  interest
payable annually at 9.5%, secured by vehicle.                              15,367                -

Note payable to related parties; due December 31, 2004, plus
interest payable at 7% per annum, see Note 9.                              13,835                -

Secured  note  payable  to bank due August  29,  2007,  plus
interest payable at prime plus 2%.                                        150,000                -

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%.                                 34,975                -

Borrowings  under revolving line of credit issued by a third
party creditor,  plus interest  payable at prime plus 1.99%.               38,872                -

Notes payable to third party  individuals,  due September 1,
2006, plus interest payable at 10% per annum.                              94,056                -

Unsecured  notes payable to related  parties see Notes 7 & 9
for due  date,  plus  accrued  interest  at a rate of 7% per
annum.                                                                    222,527          222,151

Convertible notes payable to related parties,  see Notes 7 &
9 for due date,  plus  accrued  interest at a rate of 7% per
annum.                                                                  1,000,000        1,000,000
                                                                     ------------     ------------
                                  Total Notes Payable                   2,094,582        2,147,151
      Less:  Current Maturities                                        (1,661,362)      (2,147,151)
                                                                     ------------     ------------
                                  Long Term Notes Payable            $    433,220     $          -
                                                                     ============     ============
</TABLE>

NOTE 11 - Stockholders' Equity

On October 21,  2002,  the Company  adopted and  approved  the "2002 Stock Plan"
which was  approved by the  Company's  shareholders  at its special  shareholder
meeting on December 2, 2002. The Plan authorizes issuance of 3,000,000 shares to
be increased by 500,000 shares  annually.  The plan expires in ten years.  As of
September 30, and June 30, 2003,  3,182,000 and 2,447,00 options,  respectively,
have been  granted at prices  ranging from $0.05 per share to $0.50 per share of
which  1,303,125  and 963,625  were vested as of September 30 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

<PAGE>

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,  563,160  additional shares of our common stock and
five-year warrants to purchase 200,050 shares of our common stock.

On July 8, 2003, we issued a five-year warrant to Merriman, Curran, Ford & Co. a
financial  service company,  to purchase up to 20,000 shares of our common stock
for a period of five  years at $0.50 per share in  consideration  for  financial
advisory services provided to us by the firm.

NOTE 12 - Stock Option Plan

On December 2, 2002, at a special  meeting of our  shareholders,  the 2002 Stock
Plan was approved.  The maximum  aggregate number of shares that may be optioned
and sold  under the plan is the  total of (a)  3,000,000  shares,  (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.  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  September 30,
2003:

<TABLE>
<CAPTION>
                                                                      2002 Stock Plan
                                                                      ---------------
                                                                                  Weighted
                                                                  Number of   Average Exercise
                                                                   Shares          Price
                                                                ------------   ------------
<S>                                                                <C>                <C>
     Outstanding at June 30, 2003                                  2,447,000          $0.23
     Options Granted                                                 735,000          $0.50
     Options Exercised                                                     -              -
     Options Canceled                                                      -              -
                                                                ------------   ------------
             Options Outstanding at September 30, 2003             3,182,000          $0.29
                                                                ============   ============
             Options Exercisable at September 30, 2003             1,303,125          $0.26
                                                                ============   ============
</TABLE>

In  accordance  with  Statement  of  Financial  Accounting  Standards  No.  123,
"Accounting for Stock-Based Compensation", and Statement of Financial Accounting
Standards No. 148,  "Accounting  for  Stock-Based  Compensation - Transition and
Disclosure"  option expense of $98,514 was recognized for the three months ended
September 30, 2003:

                                                              September 30, 2003
                                                              ------------------
             Five-Year Risk Free Interest Rate                      3.63%
             Dividend Yield                                          Nil
             Volatility                                              70%
             Average Expected Term (Years to Exercise)                5

Stock options  outstanding and exercisable under 2002 Stock Plan as of September
30, 2003 are as follows:

                                              Average
                                Weighted     Remaining                  Average
                   Number of    Average     Contractual     Number      Weighted
    Range of        Options     Exercise        Life      of Options    Exercise
 Exercise Price     Granted      Price        (Years)       Vested       Price
 --------------    ---------    --------    -----------   ----------    --------
      $0.05          600,000      $0.05         4.1         287,500       $0.05
      $0.25        1,589,000      $0.25         4.2         724,125       $0.25
      $0.50          993,000      $0.50         4.7         291,500       $0.50

<PAGE>

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  equity funding  through  private  placements to raise
          sufficient   funds  to  continue   operations  and  fund  its  ongoing
          development,  merger  and  acquisition  activities.  In May  2003,  we
          commenced a $5,000,000 private  placement,  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 private  placement,  we
          have engaged  various  financial  advisory  firms and other finders to
          identify prospective  investors.  We completed the private offering on
          October 31, 2003.
     (b)  Continue  conversion  of certain  outstanding  loans and payables into
          common stock in order to reduce future cash obligations;
     (c)  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
     (d)  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.

NOTE 14 - Subsequent Events

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,  563,160  additional shares of our common stock and
five-year warrants to purchase 200,050 shares of our common stock.

From time to time,  since  inception  of our  current  operating  strategy,  Mr.
Theodore   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.  Theodore  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.  The  issuance  of  securities,  should it occur,  is made in
reliance on Section 4(2) of the  Securities  Act as a transaction  not involving
any public offering.

<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  were   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, we completed the following
three non-related acquisitions.

     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.

     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 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.

<PAGE>

     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.

     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.  In
the case of 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.

     IRCA

     We have entered into a definitive  agreement to acquire majority control of
IRCA (Pty) Ltd.  ("IRCA"),  an  international  firm  specializing  in  corporate
learning,  certification,  and risk  mitigation  in the areas of Safety,  Health
Environment,   and  Quality  Assurance  ("SHEQ").  We  anticipate  closing  this
transaction  within the next 30 days. IRCA is  headquartered in South Africa and
operates  international  sales  offices and  operations in the Australia and the
United States.  We will acquire majority  interest in IRCA through a combination
of stock and cash payments.  The definitive  agreement  contains certain closing
conditions  and certain  future  provisions  that will enable Trinity to acquire
full ownership of IRCA and its various operating subsidiaries.

     IRCA,  founded in 1993,  operates in South  Africa,  England and  Australia
through various operating  subsidiaries.  IRCA's  professionals assess workplace
issues related to safety, health, environment and quality, advise

<PAGE>

clients on learning programs and other  interventions  that can reduce corporate
financial risks, and assist in the implementation and certification of programs.
IRCA  develops  proprietary  content and also markets best practice SHEQ content
and  programs   developed  by  other   leading   certification   and   standards
organizations.  Clients include many Fortune 1000 companies operating in Africa,
Europe, Australia, and the United States.

     Competency Based Learning, Inc.

     We  completed  our first  acquisition  in  October  2002  when we  acquired
Competency Based Learning,  Inc., a California  corporation  ("CBL-California"),
and two related Australian companies,  Competency Based Learning,  Pty. Ltd. and
ACN 082 126 501 Pty. Ltd.,  (collectively  referred to as "CBL  Australia"),  in
consideration for the issuance of a total of 3,000,000  restricted shares of our
common stock and $1,000,000 in convertible  promissory  notes and the assumption
of $222,527 in indebtedness.  The transactions  were effected through CBL Global
Corp.   ("CBL  Global")  our   wholly-owned   subsidiary.   CBL-California   and
CBL-Australia are sometimes  hereinafter  collectively referred to as "CBL." The
acquisition of CBL provided us with proprietary  workplace  learning content for
the global  mining  and power  generation  industries,  initial  contracts  with
employers in these industries,  an experienced staff of instructional  designers
and learning  system  developers and a proprietary  workplace  learning  system.
Since  the  acquisition,   CBL  Global  has  concentrated  its  efforts  on  the
development of additional learning content and new products.  It has focused its
business  development  activities  in  its  core  industry  segments  and in new
geographic  markets.  In September 2003, we initiated legal proceedings  against
CBL-California  and the former  principals of  CBL-California  and CBL-Australia
pursuant  to  which,   among  other  things,  we  are  seeking  to  enforce  the
indemnification  provisions of the agreements  relating to the CBL  acquisition.
See "Item 1. Legal Proceedings."

     In conjunction with our proposed acquisition of IRCA, we anticipate that we
will combine the  operations  of CBL Global with those of IRCA whereby IRCA will
market CBL Global  products and CBL Global will operate  primarily as a resource
to  support  development  of  additional  products  to be sold by IRCA and other
Trinity  subsidiaries.  These efforts are intended to reduce the operating costs
of CBL Global as an independent  operating unit and to accelerate  return on our
investment in the development of CBL Global intellectual property.

Change in Accounting for Ayrshire / Riverbend

     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
that these investments should have been accounted for using 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.

     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.

Change in Fiscal Year

     On August 6, 2003,  our board of directors  approved a change in our fiscal
year-end from September 30 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.

<PAGE>

     Results  for the first  quarter of fiscal  year 2004  include  one  month's
results of  operations  for the two  companies  we recently  acquired as well as
CBL's activity for the first three months of fiscal year 2004. Revenues from our
clients were $253,993 for the first  quarter of fiscal year 2004,  compared with
$0 for the same  quarter  ended  September  30, 2002.  Of the total  increase in
revenues from our clients,  $165,620 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 Policies 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.

     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 three
months ended September 30, 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 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  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  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

<PAGE>

          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.

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

<PAGE>

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.

Related Party Transactions

     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, including Messrs. Cole and Mooney,
who are officers  and  directors  of our  company.  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.  Theodore  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 KPA
(see "Item 5.  Market  for Common  Equity  and  Related  Stockholder  Matters"),
automatically  renewable for an additional  12-month period.  Under the terms of
the  Advisory  Agreement,  KPA  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.  KPA 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  September 30, 2003,  KPA 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,  $156,310 was paid to KPA,  leaving a balance  owing at September  30,
2003 of $48,690.

     In October 2002, we (i) issued Bridge  Financing Notes (see "Item 5. Market
for Common Equity and Related  Stockholder  Matters") to certain individuals and
entities for a total principal  amount of $500,000 that were  convertible  under
certain  conditions into shares of common stock, and (ii) in connection with the
issuance of the Bridge Financing Notes,  issued the Bridge Financing Warrants to
the holders of the Notes to purchase  additional  shares of common stock. Of the
Bridge  Financing  Amount,  $55,000  was  advanced  by KPA and  $120,000  by Mr.
Swindells.  On May 19, 2003, the entire Bridge  Financing Amount of $500,000 and
accrued interest thereon totaling $34,745 was converted into 1,336,867 shares of
common stock at a price of $0.40 per share.  The Bridge  Financing  Warrants are
exercisable for a period of one year at a price of $0.05 per share,  and contain
a net issuance  provision  whereby the holders may elect a cashless  exercise of
such warrants  based on the fair market value of the common stock at the time of
conversion.

<PAGE>

     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.
Theodore  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.  The
issuance of securities,  should it occur, is made in reliance on Section 4(2) of
the Securities Act as a transaction not involving any public offering.

                              RESULTS OF OPERATIONS

     First Quarter Ended September 30, 2003 Compared to September 30, 2002

     Our gross sales  revenue was $253,993 for the quarter  ended  September 30,
2003, as compared to $0, the amount we reported for the quarter ended  September
30,  2002.  The increase in revenues  was due to the CBL,  TouchVision,  and RMT
("acquisitions")  which  provided the  revenues for the first  quarter of fiscal
year 2004.

     Costs of sales for the quarter ended  September 30, 2003,  which consist of
labor and  hardware  costs,  and other  incidental  expenses,  was  $32,947,  as
compared to $0 for the same period last year.  This increase was a result of the
acquisitions, consistent with the change in gross revenue.

     Our gross profit was $221,496 for the quarter ended  September 30, 2003, as
compared to $0, the amount we reported for the quarter ended September 30, 2002.
The increase in gross profit was due to the  acquisitions,  consistent  with the
changes described above.

     Operating  expense for the quarter ended  September  30, 2003  increased by
$744,665, to $1,142,716 as compared with $397,951 for the same period last year.
The increase in operating  expenses was due, in part, to the  additional  labor,
benefits, and other administrative costs for Trinity corporate personnel,  which
comprised  eight full time  employees in the current  quarter as compared to one
employee for the same period last year.  Salaries and benefits  attributable  to
the increase in Trinity corporate  employees  totaled $242,798.  Other increases
resulted  from  the  acquisitions   described   above.   Salaries  and  benefits
attributable  to the  acquisitions  was $285,140.  The increase in  amortization
expense is a result of the capitalization of intellectual property acquired from
CBL Global, TouchVision and RMT and related amortization of these assets.

     Other  expense  increased  $17,920  from the same  period  last  year.  Net
interest  expense for the quarter ended  September 30, 2003 increased by $16,518
due to the interest  paid on various  loans  incurred  immediately  prior to and
during the period.  Equity in losses of  associated  companies of $(995) is that
portion of Ayrshire / Riverbend  losses  attributable  to our 51%  ownership  of
Ayrshire.

     We reported net loss  available  for common  shareholders  of $945,910,  or
$0.05 per share on a diluted  basis,  for the quarter ended  September 30, 2003,
compared with a net loss of $404,821, or $8.34 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 had a history
of losses, and our accumulated deficit as of September 30, 2003 was $12,134,823,
as compared to  $11,188,913 as of June 30, 2003.  Our  liabilities  increased by
$564,000 as a result of the  consolidation  of TouchVision and RMT. The decrease
in notes payable is a result of the $500,000  repayment in September on the note
payable to a related party partially offset by the  consolidation of TouchVision
and RMT balances of $447,000.

     At  September  30,  2003,  we had a cash  balance of  $927,034  compared to
$86,511 at June 30, 2003. Net cash used by operating activities during the three
month period ended September 30, 2003 was $727,733 attributable primarily to our
loss from  operations of $945,910.  Cash  generated by financing  activities was
$2,076,258  for the quarter  ended  September 30, 2003  representing  the net of
repayments under  short-term  notes of $500,000,  financing fees of $428,242 and
$3,004,500 in proceeds from issuance of common stock.

<PAGE>

     Accounts payable  increased from $391,872 at September 30, 2002 to $585,968
at September  30, 2003.  This increase is  attributable  to the addition of CBL,
TouchVision and RMT.

     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,  $254,000,  $81,663,  $240,000 and $1,000,000  were
advanced as loans to our  subsidiaries,  CBL, RMT,  TouchVision  and  Riverbend,
respectively,  $441,105  was  paid in  commissions  to  financial  advisors  for
fundraising  activities,  and $500,000 was repaid on short-term promissory notes
to a related party.

     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  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.


                                     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
(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  alleges,   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 alleges,  however, that the restated financial statements were
not provided to us prior to the October 1, 2002 closing of the merger. The First
Amended  Complaint  seeks damages in an amount to be proven at trial,  but which
amount  presently is estimated to exceed,  at a minimum,  the full amount of the
consideration  paid by us and  CBL  Global  in the  merger,  as  well as  treble
damages,  and  attorneys'  fees.  The  First  Amended  Complaint  also  seeks  a
declaration  that we (i) are entitled to retain  certain of our shares of common
stock that were issued in connection  with the  acquisition of CBL and placed in
escrow,  (ii) are  entitled  to set-off  amounts  owed to Messrs.  Scammell  and
Kennedy  pursuant  to the CBL  acquisition;  and (iii) are  entitled to seek the
return of the shares of our common stock

<PAGE>

that have  already  have been  distributed  to  defendants  Messrs.  Kennedy and
Scammell in the merger.  We intend to vigorously  pursue our claims  against the
defendants.


ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities

     On July 8, 2003, we issued a five-year warrant to Merriman,  Curran, Ford &
Co. a financial  service company,  to purchase up to 20,000 shares of our common
stock  for a period  of five  years  at $0.50  per  share in  consideration  for
financial  advisory  services  provided to us by the firm. The issuance of these
securities  was made in  reliance  on Section  4(2) of the  Securities  Act as a
transaction not involving any public offering.

     On September 1, 2003, we issued an aggregate of 1,250,000 restricted shares
of our common stock to the twelve shareholders of TouchVision,  Inc. in exchange
for  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 leaning  systems.  The issuance of these  securities was made in
reliance on Section 4(2) of the  Securities  Act as a transaction  not involving
any public  offering.  No  advertising or general  solicitation  was employed in
offering the  securities,  the offerings and sales were made to a limited number
of persons,  and we restricted transfer of the securities in accordance with the
requirements of the Securities Act. The recipients of the securities represented
their  intention to acquire the securities  for  investment  only and not with a
view to or for sale in connection with any distribution  thereof and appropriate
legends were affixed to the share  certificates and other instruments  issued in
such transactions. In conjunction with the acquisition of TouchVision, we issued
735,000 stock options pursuant to the 2002 Stock Plan at $0.50 per share.

     On September 1, 2003,  we issued  700,000  restricted  shares of our common
stock to two shareholders of River Murray Training Pty. Ltd. ("RMT") in exchange
for 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.  The
issuance  of  these  securities  was made in  reliance  on  Section  4(2) of the
Securities  Act  as  a  transaction  not  involving  any  public  offering.   No
advertising or general solicitation was employed in offering the securities, the
offerings and sales were made to a limited number of persons,  and we restricted
transfer of the securities in accordance with the requirements of the Securities
Act. The recipients of the securities represented their intention to acquire the
securities for investment  only and not with a view to or for sale in connection
with any distribution  thereof and appropriate legends were affixed to the share
certificates and other instruments issued in such transactions.

     On September 1, 2003 we issued a $20,000  convertible  promissory note that
is  convertible  into  2,000,000  restricted  shares  of  our  common  stock  in
consideration  for 51% of the issued and outstanding  shares of Ayrshire Trading
Limited a British  Virgin  Islands  company,  that owns 95% of  Riverbend  Group
Holdings  (Proprietary)  Limited.  The note  converts  at $0.01  per  share  and
conversion of the note is mandatory by maturity, December 30, 2006. The issuance
of these  securities  was made in reliance on Section 4(2) of the Securities Act
as a transaction  not involving any public  offering.  No advertising or general
solicitation  was employed in offering the  securities,  the offerings and sales
were made to a limited  number of  persons,  and we  restricted  transfer of the
securities  in  accordance  with the  requirements  of the  Securities  Act. The
recipients  of  the  securities  represented  their  intention  to  acquire  the
securities for investment  only and not with a view to or for sale in connection
with any distribution  thereof and appropriate legends were affixed to the share
certificates and other instruments issued in such transactions.

     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 $441,105 in
commissions and issued to various financial advisors,  563,160 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 virtue of Section 4(2) of the Securities Act and the rules  promulgated there
under.

<PAGE>

     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. The issuance of securities, should it occur, is made in reliance on
Section 4(2) of the  Securities  Act as a  transaction  not involving any public
offering.


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 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 July 18, 2003,  we filed a Current  Report on Form 8-K  concerning an
agreement to acquire TouchVision, Inc.

     2. On August 5, 2003, we filed a Current  Report on Form 8-K  concerning an
agreement to acquire IRCA (PTY) Ltd.

     3. On August 8, 2003,  we filed a Current  Report on Form 8-K  concerning a
decision by our Board of Directors to change our fiscal year-end to June 30.

     4. On August 20, 2003, we filed a Current  Report on Form 8-K concerning an
agreement to acquire River Murray Training Ltd.

     5. On September 16, 2003, we filed a Current  Report on Form 8-K concerning
our acquisition of TouchVision, Inc.

     6. On September 16, 2003, we filed a Current  Report on Form 8-K concerning
our acquisition of River Murray Training Ltd.

     7. On September 16, 2003, we filed a Current  Report on Form 8-K concerning
our acquisition of control of Ayrshire Trading 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