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

                                FORM 10-QSB

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

               For the Quarterly Period Ended March 31, 2003

                         Commission File No. 0-8924

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

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


              2526 Durant Avenue, Berkeley, California  94704
                  (Address of principal executive offices)


                               (510) 540-9300
                        (Issuer's telephone number)


Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  None

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 May 15, 2003, 13,419,774 shares of the issuer's Common Stock, no par
value per share, were outstanding.








                                     1


                                   PART I

ITEM 1 - FINANCIAL STATEMENTS

     The consolidated financial statements included herein have been
prepared by the Trinity Learning Corporation (the Company), pursuant to the
rules and regulations of the Securities and Exchange Commission.  In the
opinion of the Company, all adjustments, consisting of only normal
recurring adjustments, necessary to present fairly the financial position
of the Company as of March 31, 2003 and the results of its operations and
changes in its financial position for the three and six months ended March
31, 2003 have been made.  The results of its operations for such interim
periods are not necessarily indicative of the results to be expected for
the entire year.





















                   (This space left intentionally blank)
                                     2




                        Trinity Learning Corporation
                               Balance Sheet
<Table>
<Caption>
                                                     March      September
                                                   31, 2003      30, 2002
                                                 ------------  ------------
<S>                                             <C>           <C>
                                   Assets
Current Assets
--------------
 Cash                                           $      41,081 $     368,788
 Accounts Receivable                                  103,831             -
 Interest Receivable                                    3,920         1,826
 Prepaid Expenses                                       6,363         1,500
                                                 ------------  ------------
   Total Current Assets                               155,195       372,114
                                                 ------------  ------------
Property & Equipment
--------------------
 Furniture & Equipment                                 64,381         6,151
 Accumulated Depreciation                            (22,528)          (80)
                                                 ------------  ------------
 Net Property & Equipment                              41,853         6,071
                                                 ------------  ------------
Total Assets                                    $     197,048 $     378,185
                                                 ============  ============

                    Liabilities and Stockholders' Equity

Current Liabilities
-------------------
 Accounts Payable                                     156,969       229,375
 Accrued Expenses                                     129,110        83,000
 Interest Payable                                      86,892        25,001
 Notes Payable   Current Portion                      328,648       694,352
 Notes Payable   Related Party                      2,089,794       117,611
                                                 ------------  ------------
 Total Current Liabilities                          2,791,415     1,149,339
                                                 ------------  ------------
Long-Term Liabilities
---------------------
 Notes Payable   Long-Term Portion                     12,613             -
                                                 ------------  ------------
 Total Liabilities                                  2,804,026     1,149,339
                                                 ------------  ------------
Stockholders' Equity
--------------------
 Preferred Stock, 10,000,000 Shares at No
  Par Value; No Shares Issued and Outstanding               -             -
 Common Stock, 100,000,000 Shares Authorized
  at No Par Value, 13,419,774 shares and 49,774
  shares Issued and Outstanding, Respectively       8,939,488     8,380,775
 Accumulated Deficit                             (11,501,965)   (9,116,929)
 Subscription Receivable                             (35,000)      (35,000)
 Other Comprehensive Income                           (9,500)             -
                                                 ------------  ------------
 Total Stockholders' Equity                       (2,606,978)     (771,154)
                                                 ------------  ------------
Total Liabilities & Stockholders' Equity        $     197,048 $     378,185
                                                 ============  ============
</Table>
The accompanying notes are an integral part of these financial statements.
                                     3


                        Trinity Learning Corporation
                          Statement of Operations
<Table>
<Caption>
                                     For the Three              For the Six
                                      Months Ended              Months Ended
                                 March 31,     March 31,     March 31,     March 31,
                                   2003          2002          2003          2002
                               ------------  ------------  ------------  ------------
<S>                            <C>           <C>          <C>           <C>
Revenue                        $     95,192  $          - $     164,660 $           -
-------                        ------------  ------------  ------------  ------------

Expenses
--------
 Depreciation                         3,229              -        5,595             -
 General & Administrative            30,644         3,374        82,666         5,053
 Rent                                16,520             -        26,279             -
 Professional Fees                  252,907             -       434,595             -
 Office Expense                       9,145             -        30,666             -
 Salaries & Benefits                369,222             -       635,001             -
 Travel & Entertainment              47,695             -       184,856             -
                               ------------  ------------  ------------  ------------
  Total Expense                     729,362         3,374     1,399,658         5,053
                               ------------  ------------  ------------  ------------
  Income (Loss) from
  Operations                      (634,170)       (3,374)   (1,234,998)       (5,053)
                               ------------  ------------  ------------  ------------
Other Income (Expense)
 Other Income                         2,376           428         3,581           428
 Other Expense                     (32,663)       (2,505)      (63,981)       (5,010)
 Write-Down of Goodwill             151,798             -   (1,084,629)             -
                               ------------  ------------  ------------  ------------
  Total Other Income
  (Expense)                         121,511       (2,077)   (1,145,029)       (4,582)
                               ------------  ------------  ------------  ------------
  Income (Loss) Before Taxes      (512,658)       (2,077)   (2,380,027)       (4,582)
  Taxes                                  35             -         1,635           100
                               ------------  ------------  ------------  ------------
  Net Income (Loss)            $  (512,693)  $    (5,451) $ (2,381,662) $     (9,735)
                               ============  ============  ============  ============
  Net Loss Per Common Share    $     (0.06)  $     (0.11) $      (0.35) $      (0.21)

 Weighted Average
  Shares Outstanding              9,194,774        48,356     6,838,345        47,253

<Caption>
A summary of the components of other comprehensive income for the three and six
months ended March 31, 2003 is as follows:

                               For the Three Months Ended   For the Six Months Ended
                                       March 31, 2003            March 31, 2003
                                Before Tax      After Tax    Before Tax     After Tax
                                   Amount        Amount        Amount        Amount
                               ------------  ------------  ------------  ------------
 Net Income (Loss)             $  (512,693)  $  (512,693) $ (2,381,662) $ (2,381,662)
 Foreign Currency Translation      (12,246)      (12,246)        (9500)       (9,500)
                               ------------  ------------  ------------  ------------
  Total Other Comprehensive
  Income                       $  (524,939   $  (524,939) $ (2,391,162) $ (2,391,162)
                               ============  ============  ============  ============
</Table>
 The accompanying notes are an integral part of these financial statements
                                     4


                        Trinity Learning Corporation
                    Consolidated Statement of Cash Flows
<Table>
<Caption>
                                             For the Three              For the Six
                                             Months Ended               Months Ended
                                 March 31,     March 31,     March 31,     March 31,
                                   2003          2002          2003          2002
                               ------------  ------------  ------------  ------------
<S>                            <C>           <C>          <C>           <C>
Cash Provided by
Operating Activities
--------------------
 Net Income (Loss)             $  (512,693)  $    (5,451) $ (2,381,662) $     (9,735)
 Adjustments to reconcile Net
 Loss to Net Income
  Depreciation Expense                3,229             -         5,595             -
  Non Cash Effect to Reconcile
   Net Loss to Net Cash                   -               (428)         -       (428)
  Non Cash Effect from Foreign
   Currency Translation            (13,087)             -       (9,458)             -
  Non Cash Effect from Merger
   in Stockholders' Equity                -             -       161,783             -
  Decrease in Accounts
   Receivable                        16,666         3,374        33,404         5,153
  Increase in Interest
   Receivable                       (2,094)             -       (2,094)             -
  Decrease in Prepaid Expense         3,220             -         3,885             -
  Increase (Decrease) in
   Accounts Payable               (215,481)             -     (220,010)             -
  Decrease in Accrued Expense      (36,429)             -         7,473             -
  Increase in Interest
   Payable                           30,573         2,505        51,793         5,010
                               ------------  ------------  ------------  ------------
   Net Cash (Used) by
   Operating Activities           (726,096)             -   (2,349,291)             -

(Purchase)/Disposition
of Fixed Assets                     (7,756)             -       (6,757)             -
----------------------         ------------  ------------  ------------  ------------

Cash Provided by
Financing Activities
--------------------
 Increase in Notes Payable          341,043             -     1,396,789             -
 Issuance of Common Stock           374,787             -       557,604             -
                               ------------  ------------  ------------  ------------
   Total Cash Provided by
   Financing Activities             715,830             -     1,954,393             -
                               ------------  ------------  ------------  ------------
   Net Increase (Decrease)
   in Cash                         (18,022)             -     (401,655)             -

   Consolidated Cash at
   Beginning of Period               59,103             -       442,736             -
                               ------------  ------------  ------------  ------------
   Cash at End of Period       $     41,081  $          - $      41,081 $           -
                               ============  ============  ============  ============
</Table>
 The accompanying notes are an integral part of these financial statements.

                                     5

                        Trinity Learning Corporation
                     Notes to the Financial Statements
                               March 31, 2003

NOTE 1 - Corporate History
The Company was incorporated on April 14, 1975 in Oklahoma under the name
U.S. Mineral & Royalty Corp. as an oil and gas exploration, development and
operating company.  In 1989, the Company changed its name to Habersham
Energy Company.  Historically, the Company was engaged in the business of
acquiring and producing oil and gas properties, but did not have any
business activity from 1995 to 2002.  Pursuant to its reorganization in
2002, the Company changed its domicile to Utah, amended its capital
structure and changed its name to Trinity Companies Inc., then, in March
2003, to Trinity Learning Corporation.  Until adoption of its recent
operating strategy in 2002, the Company had not had any business activity
since 1995.

Pursuant to a series of related transactions that closed on October 1,
2002, (the Acquisition Date), the Company issued 3,000,000 restricted
shares of its common stock, issued $1,000,000 in convertible promissory
notes and assumed $219,794 in indebtedness to acquire Competency Based
Learning, Inc., a California corporation ("CBL-California") and two related
Australian companies, Competency Based Learning, Pty. Ltd. ACN 084 763 780
and ACN 082 126 501 Pty. Ltd. (collectively referred to as "CBL-
Australia").  The transactions were effected through CBL Global Corp. (CBL
Global), a wholly-owned subsidiary.

NOTE 2 - Significant Accounting Policies
A.   Method of Accounting.  The Company uses the accrual method of
     accounting.
B.   Revenue and Expense Recognition.  Revenues and directly related
     expenses are recognized in the financial statements in the period when
     the goods are shipped to the customer.
C.   Cash and Cash Equivalents.  The Company considers all short term,
     highly liquid investments that are readily convertible within three
     months to known amounts, as cash equivalents.
D.   Depreciation and Amortization.  The cost of property and equipment is
     depreciated over the estimated useful lives of the related assets.
     The cost of leasehold improvements is amortized over the lesser of the
     length of the lease of the related assets for the estimated lives of
     the assets.  Depreciation and amortization is computed on the
     straight-line method.
E.   Use of Estimates.  The preparation of the financial statements in
     conformity with generally accepted accounting principles requires
     management to make estimates and assumptions that affect the amounts
     reported in the financial statements and accompanying notes.  Actual
     results could differ from those estimates.
F.   Consolidation Policies.  The accompanying consolidated financial
     statements include the accounts of the Company and its wholly owned
     subsidiaries.  Intercompany transactions and balances have been
     eliminated in consolidated.
G.   Foreign Currency Translation / Remeasurement Policy.  Assets and
     liabilities that occur in foreign currencies are recorded at
     historical cost and translated at exchange rates in effect at the end
     of the reporting period.  Statement of Operations accounts are
     translated at the average exchange rates for the year.  Translation
     gains and losses are recorded as Other Comprehensive Income in the
     Equity section of the Balance Sheet.

                                     6


NOTE 3 - Fixed Assets
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, depreciation expense, and accumulated depreciation at March 31, 2003
and September 30, 2002.

<Table>
<Caption>
                                                                    Accumulated
                       Asset Cost        Depreciation Expense       Depreciation
                   03/31/03    09/30/03   03/31/03   09/30/03   03/31/03    09/30/03
                  ----------  ---------- ---------- ---------- ----------  ----------
<S>               <C>         <C>        <C>        <C>        <C>         <C>
Furniture &
Equipment         $  64,381   $   6,151  $   5,595  $      80  $  22,528   $      80
</Table>

NOTE 4 - Operating Leases
On July 8, 2002, the Company signed a lease agreement for an executive
office suite in a multi-tenant building for use as its principal office in
Berkeley, California.  The Company pays a minimum of $1,500 per month for
the office space.  The term of the lease commences on July 15, 2002 and
expires on April 15, 2003.  Once the lease term has ended, the Company then
may lease the premises on a month-to-month basis.  The Company has paid
$1,500 in the form of a lease deposit that may be refunded at the end of
the lease.

CBL Pty. Ltd., leases a building for operations located in Queensland,
Australia.  The term of the lease commences on the April 5, 2003 and
terminates on the January 4, 2007.  The Company pays a minimum of $1,926 on
a monthly basis to occupy the building.

     Total Minimum Lease Commitments as of March 31, 2003:
<Table>
<Caption>
                                                    Calendar
                                                      Year          Amount
                                                 ------------  ------------
                                                <S>           <C>
                                                         2003 $      18,084
                                                         2004        23,112
                                                         2005        23,112
                                                         2006        23,112
                                                   Thereafter             -
                                                               ------------
                                                        Total $      87,420
                                                               ============
</Table>



                                     7


NOTE 5   Related Party Transactions
As of August 8, 2002, the Company 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 of which entities are unrelated to the Company.  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
Douglas Cole and Edward Mooney, who are officers and directors of the
Company.  Pursuant to the assignment, Messrs. Cole and Mooney each acquired
the right to acquire 600,000 shares of our common stock into which the GMA
Note is convertible and Mr. Theodore 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 the
Company's board of directors.  As of March 31, 2003, 3,200,000 shares of
our common stock had been issued pursuant to the terms of the GMA Note.

As of July 15, 2002, the Company 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 Messrs. Cole, Mooney and Swindells.

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.

The Company 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 March 31, 2003, KPA had earned a total of $284,614 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 $174,614, $84,500 was
paid in cash to KPA, leaving a balance owing at March 31, 2003 of $80,114.

                                     8


Pursuant to the acquisition on October 1, 2002, (described in Note 1 above),
the Company issued to shareholders of CBL Inc. and CBL Pty. Ltd. 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 the Company
closes 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.  At March 31, 2003, accrued
interest totaled $34,904.

At the Acquisition Date, the Company issued two unsecured promissory notes
in the amount of $219,794 to cancel three unsecured promissory notes
previously issued by CBL Inc. and CBL Pty. Ltd., to shareholders of CBL
Inc. and CBL Pty. Ltd.  The notes accrue interest at 7% per annum and are
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
the Company after the Acquisition Date, equal or exceeds $3,000,000.  At
March 31, 2003, accrued interest totaled $7,672.

Concurrent with its acquisition of CBL, the Company also (i) issued
promissory notes to certain individuals and entities for a total principal
amount of $500,000 ("Bridge Financing Amount"), which notes ("Bridge
Financing Notes") are convertible under certain conditions into shares of
Common Stock, and (ii) in connection with the issuance of the Bridge
Financing Notes, issued warrants ("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.

The Bridge Financing Notes bear interest at a rate of nine percent per
annum and are due one year from the date of the respective notes, unless
automatically converted upon the closing by the Company of an equity
financing consisting of at least 500,000 shares of Common Stock.  If so
converted, the principal and accrued interest on the respective notes will
be converted into that number of shares of Common Stock that equals the
note amount multiplied by $0.40 per share. The Bridge Financing Warrants
are exercisable for a period of two years 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.

During the six months ended March 31, 2003, the Company was advanced
$695,000 by Mr. Swindells in the form of an unsecured promissory note.  The
note bears interest at a rate of 10% per annum and is due October 1, 2003.
The first $100,000 of the note is convertible into the Bridge Financing;
the balance of $595,000 is convertible into such other debt or equity
financings that the Borrower may undertake while the note is outstanding.
At March 31, 2003, accrued interest totaled $15,512.

NOTE 6 - Notes Payable
At March 31, 2003, notes payable to accredited investors and related
parties totaled  $2,431,055 as compared with $811,963 at September 30,
2002.  The notes bear interest between the rates of 6% and 10% per annum,
some of which are secured by the Company's common stock.  The principal and
accrued interests are due and payable during the current fiscal year.
Certain notes are convertible into the Company's common stock and contain
warrants to the holders of the notes to purchase additional shares of the
Company's common stock.  At March 31, 2003, the warrants had no value.

                                     9

The Company has the following notes payable obligations:
<Table>
<Caption>                                                   March     September
                                                          31, 2003      30, 2002
                                                      ------------  ------------
 <S>                                                 <C>           <C>
 Convertible notes payable to investors due between
  June 15, 2003 and September 15, 2003 plus accrued
  interest at a rate of 9% per annum, secured by
  common stock of the Company.                       $     325,000 $     445,000

 Unsecured notes payable due on April 2, 2003 plus
  accrued interest payable at a rate of 10% per
  annum.                                                   695,000       145,000

 Unsecured convertible notes payable convertible
  after August 2002 plus accrued interest at a rate
  of 6% per annum.  During the six months ended
  March 31, 2003, $104,352 was converted to
  2,000,000 shares.                                              -       104,352

 Unsecured notes payable to related parties
  convertible after August 8, 2002 plus accrued
  interest at a rate of 6% per annum.  During the
  six months ended March 31, 2003, $62,611 was
  converted to 1,200,000 shares.                                 -        62,611

 Convertible notes payable to related parties due
  between June 15, 2003 and September 15, 2003
  plus accrued interest at a rate of 9% per annum,
  secured by Common Stock of the Company.                  175,000        55,000

 Unsecured notes payable to related parties, see
  Note 5 for due date, plus accrued interest at a
  rate of 7% per annum.                                    219,794             -

 Convertible notes payable to related parties, see
  Note 5 for due date, plus accrued interest at a
  rate of 7% per annum.                                  1,000,000             -

 Note payable to bank secured by an asset.
  Monthly payments of $304, last payment due
  November 30, 2005                                         16,261             -
                                                      ------------  ------------
 Total Notes Payable                                     2,431,055       811,963
 Less Current Maturities                               (2,418,442)     (811,963)
                                                      ------------  ------------
 Total Long-Term Notes Payable                       $      12,613 $           -
                                                      ============  ============
</Table>
<Table>
<Caption>
 Following are maturities of long-term debt for each of the next five years:
                                                     Calendar Year     Amount
                                                     -------------  ------------
                                                     <S>           <C>
                                                              2003 $   2,417,530
                                                              2004         3,648
                                                              2005         9,877
                                                              2006             -
                                                        Thereafter             -
                                                                    ------------
                                                             Total $   2,431,055
                                                                    ============
</Table>
                                     10
NOTE 7 - Stockholders' Equity
On February 5, 2002, the Company effected a one hundred for one (100 for 1)
reverse split.  No shareholder was reversed below 100 shares.  Shareholders
with 100 shares or less, prior to the reverse, were not affected.

On May 5, 2002, the Company amended its Articles of Incorporation to
reflect a change in par value from $0.10 per share to no par value per
share.  Accordingly, this change effecting the common stock and additional
paid in capital values has been retroactively applied to all prior years.

On October 1, 2002, the Company issued a total of 3,000,000 shares of
common stock in conjunction with its acquisition of CBL Inc. and CBL Pty.
Ltd. at $0.025 per share.  Accordingly, $75,000 has been charged to common
stock to reflect the total cost of the shares.

On October 1, 2002, the Company authorized a Stock Purchase Agreement in
order to retain qualified directors and officers.  The Stock Purchase
Agreement allows various directors to purchase an aggregate of 1,200,000
shares of the Company's common stock at a price of $0.025 per share.  The
purchase price shall be payable by each Purchaser in the form of the
cancellation of the Company's obligation to pay the various Purchasers a
total of $30,000 as compensation for services already performed by
Purchaser for the Company.

On October 2, 2002, the Company issued 1,070,000 shares of common stock in
settlement of outstanding amounts due for services rendered to the Company.
These shares were issued at $0.025 per share totaling $26,750.

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 3,000,00
shares to be increased by 500,000 shares annually.  The plan expires in ten
years.  As of May 15, 2003, 2,421,000 options have been granted at prices
ranging from $0.25 per share to $0.50 per share of which 915,500 have
vested or will vest as of June 30, 2003.

On November 15, 2002 and December 9, 2002, the Company issued 400,000
shares and 600,000 shares, respectively, of the Company's common stock in
exchange for $52,176 of unsecured notes payable (See Note 6).

On January 21, 2003, the Company issued 1,200,000 shares and 1,000,000
shares of the Company's common stock in exchange for $62,611 and $52,176,
respectively of unsecured notes payable.  The original amount of the note
was $166,963 (See Notes 5 and 6).

On January 31, 2003 and on March 11, 2003, respectively, the Company
received $50,000 and $100,000 from outside investors at $0.50 per share of
common stock for a total of 300,000 shares.

On March 20, 2003, the Company issued 4,400,000 shares of common stock in
settlement of $110,000 of amounts due to Kings Peak Advisory, LLC (see Note
5).

NOTE 8 - Income Taxes
Income tax expense includes federal and state taxes currently payable and
deferred taxes arising from timing differences between income for financial
reporting and income tax purposes.

The Company has adopted Statement of Financial Accounting Standards Number
109 ("SFAS No. 109") "Accounting for Income Taxes."  SFAS No. 109 requires
an asset and liability approach for financial accounting and reporting for
income tax purposes.  This statement recognizes (a) the amount of taxes
payable or refundable for the current year and (b) deferred tax liabilities
and assets for future tax consequences of events that have been recognized
in the financial statements or tax returns.
                                     11
Deferred income taxes result from temporary differences in the recognition
of accounting transactions for tax and financial reporting purposes.
There were no temporary differences at March 31, 2003 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all
years.

The Company has cumulative net operating loss carryforwards of over
$11,500,000 at March 31, 2003 and $9,100,000 at September 30, 2002.  No
effect has been shown in the financial statements for the net operating
loss carryforwards as the likelihood of future tax benefit from such net
operating loss carryforwards is not probable.  Accordingly, the potential
tax benefits of the net operating loss carryforwards at March 31, 2003 and
September 30, 2002 have been offset by valuation reserves of the same
amount.

Deferred tax assets and the valuation account at March 31, 2003 are as
follows:
<Table>
<Caption>
     Deferred Tax Asset                                          Amount
     ------------------                                       -------------
     <S>                                                      <C>
       Net Operating Loss Carryforwards                       $   4,800,000
       Valuation Allowance                                      (4,800,000)
                                                               ------------
       Total                                                  $           -
                                                               ============
</Table>

NOTE 9 - Net Earnings (Loss) Per Share
Basic earnings (loss) per common share (BEPS) are based on the weighted-
average number of common shares outstanding during each period.  Diluted
earnings (loss) per common share are based on shares outstanding (computed
under BEPS) and dilutive potential common shares.  Shares from the exercise
of the outstanding options were not included in the computation of diluted
loss per share, because their inclusion would have been antidilutive for
the three and six months ended March 31, 2003.

The following data shows the shares used in the computing loss per common
share including dilutive potential common stock at March 31, 2003:

<Table>
<Caption>
                                                                             Amount
                                                                         ------------
  <S>                                                                   <C>
  Common shares outstanding during the entire period                       13,419,774
  Weighted-average shares paid for, but not issued during the period                -
  Weighted-average number of common shares used in basic EPS dilutive
     effect of options                                                     13,419,744
                                                                         ------------
  Weighted-average number of common shares and dilutive potential
     common shares used in diluted EPS                                     13,419,744
                                                                         ============
</Table>
Shares from the exercise of the outstanding options were not included in
the computation of diluted loss per share because their inclusion would
have been antidilutive for the three and six months ended March 31, 2003.


                                     12


NOTE 10 - Going Concern
The Company's financial statements are prepared using generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course
of business.  Currently, the Company does not have significant cash or
other material assets, nor does it have an established source of revenues
sufficient to cover its operating costs and to allow it to continue as a
going concern.  The Company does not currently possess a financial
institution source of financing and the Company cannot be certain that it's
existing sources of cash will be adequate to meet its liquidity
requirements.  However, the Company is undertaking the following approach
to meet its 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
          December 2002, the Company commenced a $3,000,000 private
          placement along with an additional $2,000,000 in May 2003, the
          proceeds of which will be used for (i) corporate administration,
          (ii) the expansion of CBL operations for the coming twelve
          months, and (iii) expenses related to additional prospective
          acquisitions during 2003. In conjunction with the private
          placement, the Company has engaged various investment banking
          firms and other finders to identify prospective investors. The
          Company anticipates completion of the private offering in the
          first six months of 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 CBL the Company's
          primary operating subsidiary. This sales plan includes the
          establishment of additional sales offices and sales
          representation in countries where CBL has targeted large
          corporate customers in the mining and power generation industries
          and the development of additional workplace learning products for
          additional industries; 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.

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

NOTE 11 - Subsequent Events
On April 17, 2003, the Company received $100,000 from outside investors at
$0.50 per share of common stock for a total of 200,000 shares.











                                     13


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

Overview
We are a Utah corporation that has commenced a strategy of providing
technology-enabled learning, training and accreditation services to major
customers in global industries.  Our mission is to become a leading global
learning corporation through acquisitions, business development, and
strategic relationships.  Through these means, we are developing the
capability to play a key role in the future of workplace education and
training as well as other global life-long learning applications made
possible by advances in telecommunications, computing, modern instructional
design, and educational best practices.   We believe continuing, effective
learning is a structural requirement for the long-term success of
businesses and individuals alike due to globalization, technology, and
increasingly complex global financial markets and corporate response to
changes in market conditions.  Over the coming years, Trinity will seek to
become a major corporate presence in assisting individuals, companies,
industries, and governments plan for and successfully implement strategies
for one of the most important collective knowledge transfer initiatives in
history as new generations enter, comprise and manage the world's
workforce.

We are seeking to achieve market entry and increased penetration in
geographic markets worldwide through multiple acquisitions and
consolidation of established learning companies with established customer
bases, acquisition of operating companies with proprietary platforms and
learning systems, licensing of software and other technologies, internal
business development, and the expansion of sales offices and other sales
representation around the world.  Our Board of Directors adopted our
present strategy in early 2002 based on competitive analyses, market
research, and an analysis of our ability to acquire operating companies in
key market areas and segments and attractive valuations.  Since adopting
this strategy, we have focused our corporate development efforts on (a)
targeting and negotiating an initial acquisition, (b) expanding our
executive management team, (c) entering into key strategic relationships
with financial advisors and investment banks, (d) developing and
implementing a development and growth stage financing strategy, (e)
establishing an advisory board comprising qualified professionals from the
fields of corporate finance, on-line learning and training, corporate
governance, and business development.

Results of Operations
Effective October 1, 2002, we closed the acquisition, through our wholly-
owned subsidiary, CBL Global Corp., a Utah corporation, of several related
companies in Australia and the United States that are collectively referred
to herein as "Competency Based Learning Inc.," or "CBL." Since February
2003, we have entered into three non-binding letters of intent to acquire
three additional operating companies providing workplace learning services,
continuing professional education, and other innovative learning solutions
to customers in industries such as agriculture, transportation, power
generation, security services and public administration.  The business of
CBL currently constitutes substantially all of our business.


                                     14


The March 31, 2003 financial statements include the consolidated operations
of CBL and the issuance of issued 3,000,000 restricted shares of common
stock, $1,000,000 in convertible promissory notes, and $219,794 in
promissory notes to the former shareholders of CBL. The results of
operations for the three months ended March 31, 2003 include the write-down
of $1,084,629 in goodwill arising from the acquisition along with
significant legal, travel, and financing costs resulting from the
acquisition and the continued pursuit of our strategy.  CBL incurred a net
loss for the period as costs associated with sales expansion efforts
exceeded revenue earned under existing contracts.  Increases in Accounts
Receivable and Accrued Expense at March 31, 2003 when compared to September
30, 2002 are principally due to the consolidation of CBL balances.  The
increase in Interest Payable and Notes Payable at March 31, 2003 when
compared to September 30, 2002 is principally due to the issuance of debt
in conjunction with the CBL acquisition and notes payable to related
parties to finance working capital deficits.


Liquidity and Capital Resources
The Company had assets at March 31, 2003 of $197,048 including $41,081 in
cash and $103,831 in accounts receivable.  Liabilities totaled $2,804,026
of which $2,089,794 represents notes payable to related parties and
$328,648 represents notes payable to third parties.  Of these amounts,
$1,175,000 and $325,000, respectively, are convertible to the Company's
common stock.  Of the total amount payable to third parties, $325,000 was
raised in support of the Company's acquisition and growth strategy.  In
December 2002, the Company initiated a private offering of up to 6,000,000
shares of its common stock at $0.50 per share and expanded such offering to
10,000,000 shares in May 2003.  As of May 15, the Company has raised
$250,000 under the offering.  The Company anticipates completion of the
offering in the first seven months of 2003 although there is no guarantee
that such offering will be successful.

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 CBL
business, and through additional acquisitions that have sufficient cash
flow to fund subsidiary operations.  Our future financial viability will
depend on our ability to successfully implement these initiatives and other
factors, including (i) our ability to maintain CBL's existing customer base
and to expand its customer base into new domestic and foreign markets, and
(ii) overall financial market conditions in the United States and other
countries where we intend to seek prospective investors.  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-term 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

Within the 90-day period prior to the filing of this report, evaluations
were carried out under the supervision and with the participation of our
management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-14(c) under the Securities
Exchange Act of 1934).  Based upon those evaluations, the Chief Executive
Officer and President/Acting Chief Financial Officer concluded that the
design and operation of these disclosure controls and procedures were
effective.  There have been no significant changes in our internal controls
or in other factors that could significantly affect these controls
subsequent to the date of the evaluations.
                                     15


                                  PART II


Item 1.        Legal Proceedings

     None

Item 2.        Changes in Securities

     The following issuances of restricted securities occurred during the
period covered by this report:

     -    During the period October 1 to March 31, 2003, we issued an
          aggregate of 3,200,000 restricted shares of our common stock
          pursuant to the terms of a convertible promissory note.  The
          issuance of these securities was made in reliance on Section 4(2)
          of the Securities Act of 1933 (the "Securities Act") and the
          rules promulgated thereunder, as a transaction not involving any
          public offering.

     -    Effective October 1, 2002, we issued an aggregate of 1,200,000
          restricted shares of our common stock to our three directors in
          consideration for past services valued at $30,000.  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, all of whom were directors and
          existing shareholders, 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.

     -    Pursuant to a series of related transactions that closed on
          October 1, 2002, we issued 3,000,000 restricted shares of our
          common stock and issued US$1,000,000 in convertible promissory
          notes to two individuals in connection with our acquisition of
          Competency Based Learning, Inc., a California corporation, and
          two related Australian companies, Competency Based Learning, Pty.
          Ltd. ACN 084 763 780 and ACN 082 126 501 Pty. Ltd.  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 in
          accordance with the requirements of the Securities Act.


                                     16


     -    As of October 2, 2002, we issued an aggregate of 1,070,000
          restricted shares of our common stock valued in the aggregate at
          $26,750 ($0.025 per share) to eight unrelated individuals and
          entities in settlement of outstanding amounts due such persons
          for services rendered to us.  The issuance of these securities
          was made in reliance on Section 4(2) of the Securities Act of
          1933 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, all of whom were business associates, 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 January 31, 2003 and on March 11, 2003, we issued 300,000
          restricted shares of common stock in valued at $150,000 ($0.50
          per share) for amounts received from outside investors under the
          terms of our private offering. 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 in accordance with the requirements of the
          Securities Act.

     -    As of March 20, 2003 we issued an aggregate of 4,400,000
          restricted shares of common stock in settlement of $110,000 of
          amounts due to Kings Peak  Advisory, LLC ($0.025 per share)
          pursuant to a two-year Advisory Agreement.  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.  KPA is a private
          company whose principals are Messrs. Cole, Mooney and Swindells.
          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
          in accordance with the requirements of the Securities Act.

     -    On April 17, 2003, the Company issued 200,000 restricted shares
          of common stock valued at $100,000 ($0.50 per share) for amounts
          received from outside investors under the terms of our private
          offering.  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 in accordance with the requirements of the
          Securities Act.


Item 3.        Defaults Upon Senior Securities

     None.


                                     17


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

     We held an annual meeting of shareholders on February 18, 2003 for the
purposes of (1) voting on a proposal to amend and restate our articles of
incorporation to change the name of our company to "Trinity Learning
Corporation"; and (2) to elect three directors, each to serve until the
next annual meeting, and until each of their successors is elected and
shall qualify.  The results of the voting with respect to the proposal to
amend our articles to change our corporate name were 6,600,000 in favor,
none opposed and no abstentions.  The voting with respect to the election
of directors resulted in the re-election of Douglas D. Cole, Edward P.
Mooney and William Jobe as directors, there being 6,600,000 votes cast in
favor of their re-election and none opposed with no withholding votes.

Item 5.        Other Information

     On April 9, 2003, we announced the appointment of David Grebow as our
Chief Learning Officer.

Item 6.        Exhibits and Reports on Form 8K

     (a)  Exhibits.

          3.1  Articles of Restatement of the Articles of Incorporation of
               the Registrant dated February 25, 2003 as filed March 25,
               2003*

          3.2  Certification pursuant to 18 U.S.C. Section 1350*

          3.3  Certification pursuant to 18 U.S.C. Section 1350*

     (b)  Reports on Form 8-K

          On February 10, 2003, we filed an 8-K/A, amending the Current
Report on Form 8-K that we filed on October 16, 2002 to provide certain
financial information in connection with our acquisition of Competency
Based Learning, Inc.

*Filed herewith.



                                    18




                                 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


May 20, 2003                       By: /s/ DOUGLAS D. COLE
                                   Douglas D. Cole
                                   Chief Executive Officer


May 20, 2003                       By: /s/ CHRISTINE R. LARSON
                                   Christine R. Larson
                                   Chief Financial Officer






























                                     19

                               CERTIFICATIONS

I, Douglas D. Cole, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Trinity
Learning Corporation;

2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date:     May 20, 2003

     /s/ DOUGLAS D. COLE
     Douglas D. Cole
     Chief Executive Officer
                                     20
                         CERTIFICATIONS (continued)

I, Christine R. Larson, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Trinity
Learning Corporation;

2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to us by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls
     and procedures as of a date within 90 days prior to the filing date of
     this quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the
     effectiveness of the disclosure controls and procedures based on our
     evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
     controls which could adversely affect the registrant's ability to
     record, process, summarize and report financial data and have
     identified for the registrant's auditors any material weaknesses in
     internal controls; and

b)   any fraud, whether or not material, that involves management or other
     employees who have a significant role in the registrant's internal
     controls; and

6.   The registrant's other certifying officers and I have indicated in
this quarterly report whether or not there were significant changes in
internal controls or in other factors that could significantly affect
internal controls subsequent to the date of our most recent evaluation,
including any corrective actions with regard to significant deficiencies
and material weaknesses.

Date:     May 20, 2003

     /s/ CHRISTINE R. LARSON
     Christine R. Larson
     Chief Financial Officer

                                     21