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 December 31, 2002

                         Commission File No. 0-8924

                          Trinity Companies, Inc.
     (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 February 14, 2003; 8,519,774 shares of the issuer's Common Stock, no
par value per share, were outstanding.




                                   PART I

ITEM 1 - FINANCIAL STATEMENTS

     The consolidated financial statements included herein have been
prepared by the Trinity Companies, Inc. (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 December 31, 2002 and the results of its
operations and changes in its financial position from October 31, 2002
through December 31,2002 have been made.  The results of its operations for
such interim period is not necessarily indicative of the results to be
expected for the entire year.


                          Trinity Companies, Inc.
                               Balance Sheet
<Table>
<Caption>
                                                   December     September
                                                   31, 2002      30, 2002
                                                 ------------  ------------
<S>                                             <C>           <C>
                                   Assets
Current Assets
--------------
  Cash                                          $     59,145  $    368,788
  Accounts Receivable                                120,497             -
  Interest Receivable                                  1,826         1,826
  Prepaid Expenses                                     9,583         1,500
                                                 ------------  ------------
          Total Current Assets                       191,051       372,114
                                                 ------------  ------------
Property & Equipment
--------------------
  Furniture & Equipment                               57,990         6,151
  Accumulated Depreciation                           (19,948)          (80)
                                                 ------------  ------------
          Net Property & Equipment                    38,042         6,071
                                                 ------------  ------------
Total Assets                                    $    229,093  $    378,185
                                                 ============  ============
                    Liabilities and Stockholders' Equity
Current Liabilities
-------------------
  Accounts Payable                                   364,202       229,375
  Accrued Expenses                                   165,539        83,000
  Interest Payable                                    56,319        25,001
  Notes Payable - Current Portion                    743,817       694,352
  Notes Payable - Related Party                    1,336,074       117,611
                                                 ------------  ------------
          Total Current Liabilities                2,665,951     1,149,339
                                                 ------------  ------------
Long Term Liabilities
---------------------
  Notes Payable - Long-Term Portion                   13,913             -
                                                 ------------  ------------
          Total Liabilities                        2,679,864     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                 8,564,705     8,380,775
   Authorized at No Par Value, 6,319,774
   shares and 49,774 shares Issued and
   Outstanding, Respectively
  Accumulated Deficit                            (10,987,996)   (9,116,929)
  Subscription Receivable                            (35,000)      (35,000)
  Other Comprehensive Income                           7,520             -
                                                 ------------  ------------
          Total Stockholders' Equity              (2,450,771)     (771,154)
                                                 ------------  ------------
Total Liabilities & Stockholders' Equity        $    229,093  $    378,185
                                                 ============  ============
</Table>
The accompanying notes are an integral part of these financial statements.
                                     3


                          Trinity Companies, Inc.
                          Statement of Operations
                         For the Three Months Ended
<Table>
<Caption>
                                                   December      December
                                                   31, 2002      31, 2001
                                                 ------------  ------------
<S>                                             <C>           <C>
Revenue                                         $     62,660  $          -
-------                                          ------------  ------------
Expenses
--------
  Depreciation                                         2,295             -
  General & Administrative                            67,910         1,679
  Professional Fees                                   16,158             -
  Office Expense                                     181,688             -
  Salaries & Benefits                                246,948             -
  Travel & Entertainment                             136,520             -
                                                 ------------  ------------
          Total Expenses                             651,519         1,679
                                                 ------------  ------------
          Income(Loss) from Operations              (588,859)       (1,679)
                                                 ------------  ------------

Other Income (Expense)
----------------------
  Other Income                                         7,244             -
  Other Expenses                                     (31,318)       (2,505)
  Write Down of Goodwill                          (1,236,427)            -
                                                 ------------  ------------
          Total Other Income (Expenses)           (1,260,501)       (2,505)
                                                 ------------  ------------

  Income (Loss) Before Taxes                      (1,849,360)       (4,184)
  Taxes                                                    -           100
                                                 ------------  ------------
  Net Income (Loss)                               (1,849,360)       (4,284)
                                                 ============  ============
  Net Loss Per Common Share                     $     (0.293) $     (0.086)

  Weighted Average Shares Outstanding              6,319,744        49,744

</Table>
















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

                                     4


                          Trinity Companies, Inc.
                    Consolidated Statement of Cash Flows
                         For the Three Months Ended
<Table>
<Caption>
                                                          December      December
                                                          31, 2002      31, 2001
                                                        ------------  ------------
<S>                                                     <C>           <C>
Cash Provided by Operating Activities
-------------------------------------
  Net Income (Loss)                                     $(1,849,360)  $    (4,284)
  Adjustments to Reconcile Net Loss to Net Income;
   Depreciation Expense                                       2,295             -
   Non Cash Effect from Merger in Stockholders'
     Equity                                                 143,427             -
   Decrease in Accounts Receivable                           16,860             -
   Decrease in Prepaid Expenses                                 672             -
   Increase (Decrease) in Accounts Payable                   (4,653)        1,779
   Increase in Accrued Expenses                              43,881             -
   Increase in Interest Payable                              21,220         2,505
                                                        ------------  ------------
          Net Cash (Used) by Operating Activities        (1,625,658)            -

Purchase of Fixed Assets                                       (238)            -
------------------------                                ------------  ------------

Cash Provided by Financing Activities
-------------------------------------
  Increase in Notes Payable                               1,059,441             -
  Issuance of Common Stock                                  182,821             -
                                                        ------------  ------------
          Total Cash Provided by Financing Activities     1,242,262             -
                                                        ------------  ------------
          Net Increase (Decrease) in Cash                  (383,634)            -

          Consolidated Cash at Beginning of Period          442,779             -
                                                        ------------  ------------
          Cash at End of Period                         $    59,145   $         -
                                                        ============  ============
</Table>
















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

                                     5


                          Trinity Companies, Inc.
                     Notes to the Financial Statements
                             December 31, 2002

NOTE 1 - Corporate History
Trinity Companies, Inc., (the "Company") was incorporated in Oklahoma on
April 14, 1975 under the name of 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 and focused its activities on
merging with or acquiring an operating entity.  On May 5, 2002, the Company
changed its domicile to Utah.  On February 21, 2002, the stockholders of
the Company approved the name change of the Company to Trinity Companies,
Inc., and effected a reverse stock split which reduced the total number of
common stock outstanding at September 30, 2002 from 4,967,424 to 49,774.
On June 21, 2002, the Company effected a change of domicile to the State of
Utah.  Historically, the Company was engaged in acquiring and operating oil
and gas properties.  Until adoption of the recent operating strategy in
2002, the Company had not had any business activity since 1995.

On October 1, 2002 (the "Acquisition Date") the Company issued 3,000,000
restricted shares of common stock, $1,000,000 in convertible promissory
notes and $217,703 in promissory notes to acquire Competency Based
Learning, Inc. ("CBL Inc."), and two Australian companies, Competency Based
Learning, Pty. Ltd. ACN 084 763 780 ("CBL-AU") and ACN 082 126 501 Pty. Ltd
("CAN," together "CBL Pty. Ltd.").  As a result of these transactions, the
sole shareholders of CBL Inc. and CBL Pty. Ltd. (collectively "CBL"), own
1,455,000 and 1,545,000 shares of common stock outstanding, respectively.


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.


NOTE 3 - Fixed Assets
The Company capitalizes furniture and equipment purchases in excess of
$5,000 per item.  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 December 31, 2002 and September 30, 2002.

<Table>
<Caption>
                      Asset              Depreciation          Accumulated
                       Cost                  Expense          Depreciation
               --------------------- --------------------- ---------------------
Assets         12/31/2002 09/30/2002 12/31/2002 09/30/2002 12/31/2002 09/30/2002
               ---------- ---------- ---------- ---------- ---------- ----------
<S>            <C>        <C>        <C>        <C>        <C>        <C>
Furniture &
  Equipment    $   57,990 $    6,151 $    2,295 $       80 $   19,948 $       80
</Table>
                                    6

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.
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 office is located at 2526 Durant Avenue,
Berkeley California 94704.  The Company has paid $1,500 in the form of a
lease deposit which may be refunded at the end of the lease.

CBL Pty. Ltd., leases a building for operations located in Queensland,
Australia.  The Company pays US $1,992 on a monthly basis to occupy the
building.  The term of the lease expires on January 3, 2004.  On January 4,
2003, the monthly lease payment increases by the amount of the Consumer
Price Index, CPI.

Total Minimum Lease Commitments as of December 31, 2002:
<Table>
<Caption>
                                                Calendar Year       Amount
                                               ---------------  --------------
                                               <S>              <C>
                                                   2003         $      29,154
                                                   2004                  -
                                                   2005                  -
                                                   2006                  -
                                                Thereafter               -
                                                                --------------
                                                   Total        $      29,154
                                                                ==============
</Table>

For the three months December 31, 2002 the rent expense entering into the
determination of net loss is as follows:

<Table>
<Caption>

     Minimum rent on operating leases:               Amount
                                                ----------------
     <S>                                        <C>
        Building   Australia                    $         5,347
        Office Suite - California                         4,500
                                                ----------------
          Total rent expense during the period  $         9,847
                                                ================
</Table>

NOTE 5 - Notes Payable - Related Party
At the Acquisition Date, the Company issued two unsecured promissory notes
in the amount of $217,703 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
December 31, 2002, accrued interest totaled $3,810.

Pursuant to the acquisition on October 1, 2002, 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 December 31, 2002, accrued interest totaled
$17,500.













                                         7

NOTE 6 - Notes Payable
During the three months ended December 31, 2002, in addition to the four
notes described above, the Company issued $100,000 unsecured notes payable
and converted $52,176 unsecured convertible notes payable to 1,000,000
shares of common stock.  At December 31, 2002, the notes payable to
accredited investors and related parties totaled  $2,093,804 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 interest 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.  The warrants are
exercisable for a period of two years for a price of $0.25 per share.  At
December 31, 2002, the warrants had no value.

<Table>
<Caption>
                                                              December 31, September 30,
The Company has the following notes payable obligations:               2002         2002
                                                                  ------------- -------------
<S>                                                               <C>           <C>

Convertible notes payable to investors are 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.                                           $    445,000  $    445,000

Unsecured notes payable due on April 2, 2003 plus
  accrued interest at a rate of 10% per annum.                         245,000       145,000

Unsecured convertible notes payable convertible after
  August 8, 2002 plus accrued interest at a rate of 6% per
  annum.  During the three months ended December 31, 2002,
  $52,176 was converted to 1,000,000 shares.                            52,176       104,352

Unsecured convertible notes payable to related parties
   convertible after August 8, 2002 plus accrued interest
   at a rate of 6% per annum.                                           62,611        62,611

Convertible notes payable to related parties due on June
   29, 2003 plus accrued interest at a rate of 9% per annum.            55,000        55,000

Unsecured notes payable to related parties, see Note 5 for due
   date, plus accrued interest at a rate of 7% per annum.              218,463           -

Convertible note 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
   $285, last payment due November 30, 2005.                            15,554           -
                                                                  ------------- -------------
          Total                                                   $  2,093,804  $    811,963
          Less Current Maturities                                   (2,079,891)     (811,963)
                                                                  ------------- -------------
          Total Long-Term Notes Payable                           $     13,913  $        -
                                                                  ============= =============
</Table>

Following are maturities of long-term debt for each of the next five years:
<Table>
<Caption>
                                                                  Calendar Year    Amount
                                                                  ------------- -------------
                                                                  <S>           <C>
                                                                       2003     $  2,079,891
                                                                       2004            3,420
                                                                       2005            3,420
                                                                       2006            3,420
                                                                   Thereafter          3,653
                                                                                -------------
                                                                      Total     $  2,093,804
                                                                                =============
</Table>

                               8

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 us.  These
shares were issued at $0.025 per share totaling $26,750 in various services
performed on behalf of the Company.

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).


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.

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 December 31, 2002 and earlier years;
accordingly, no deferred tax liabilities have been recognized for all
years.

The Company has cumulative net operating loss carryforwards of over
$10,900,000 at December 31, 2002 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 December 31, 2002
and September 30, 2002 have been offset by valuation reserves of the same
amount.

Deferred tax assets and the valuation account at December 31, 2002 are as
follows:

<Table>
<Caption>
          Deferred tax asset:
          <S>                                            <C>
              NOL carryforward                           $   3,800,000
              Valuation allowance                           (3,800,000)
                                                         --------------
              Total                                      $       -
                                                         ==============
</Table>

NOTE 9 - Net Earnings (Loss) Per Share
Basic earnings (loss) per common share (BEPS) is based on the weighted-
average number of common shares outstanding during each period.  Diluted
earnings (loss) per common share is 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 months ended December 31, 2002 and December 31, 2001.

                                    9

The following data shows the shares used in the computing loss per common
share including dilutive potential common stock at December 31, 2002:

<Table>
<S>                                                                       <C>
   Common shares outstanding during the entire period                          6,319,744
   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                                               6,319,744
                                                                          ---------------
   Weighted-average number of common shares and dilutive potential
      common shares used in diluted EPS                                        6,319,744
                                                                          ---------------
</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 months ended December 31, 2002.

NOTE 10 - Other Comprehensive Income/Loss

As of January 1, 1999, the Company adopted Statement of Financial
Accounting Standards Number 130 ("SFAS No. 130"), "Reporting Comprehensive
Income."  SFAS No. 130 establishes new rules for the reporting and display
of comprehensive income and its components; however, the adoption of this
statement had no impact on the Company's net income or shareholders'
equity.  SFAS No. 130 requires other comprehensive income to include
foreign currency translation adjustments, minimum pension liability
adjustments, and unrealized gain or loss from available-for-sale
securities.

A summary of the components of other comprehensive income for the three
months ended December 31, 2002 is as follows:

<Table>
<Caption>
                                                   Before-Tax      Income     After-Tax
                                                      Amount        Tax         Amount
                                                  ------------- ----------- -------------
     <S>                                          <C>           <C>         <C>
     Net Loss                                     $ (1,849,204) $     -     $ (1,849,204)
     Foreign Currency Translation                       (7,520)       -           (7,520)
     Minimum pension liability adjustments              -             -           -
     Net change in unrealized gain (loss)
       on available-for-sale securities                 -             -           -
                                                  ------------- ----------- -------------
     Total Other Comprehensive Income (Loss)      $ (1,856,724) $     -     $ (1,856,724)
                                                  ============= =========== =============
</Table>

NOTE 11 - 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, 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;


                                      10

(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 12 - Subsequent Events
On January 21, 2003, the Company issued 2,200,000 shares of common stock
for partial relief of debt in conjunction with a convertible note payable
(see Note 6 - Notes Payable).  The original amount of the note was $166,963
of which $62,611 was payable to related parties.


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.






                                     11


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."  The business of
CBL, described below, currently constitutes substantially all of our
business.  The December 31, 2002 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 $217,703 in promissory notes to the former shareholders of CBL.
The results of operations for the three months ended December 31, 2002
include the write-down of $1,236,427 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 Accounts Payable at December 31, 2002 when compared to September 30, 2002
are principally due to the consolidation of CBL balances.


Liquidity and Capital Resources
The Company had assets at December 31, 2002 of $229,093 including $59,145 in
cash and $120,497 in accounts receivable.  Liabilities totaled $2,679,864 of
which $1,336,074 represents notes payable to related parties and $757,730
represents notes payable to third parties.  Of these amounts, $1,117,611 and
$742,176, respectively, are convertible to the Company's common stock.  Of
the total amount payable to third parties, $690,000 was raised in support of
the Company's acquisition and growth strategy.  In October 2002, the Company
initiated a private offering of up to 3,000,000 shares of its common stock at
$1.00 per share.  The Company anticipates completion of this offering in the
first six 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

Business of CBL
The proprietary Web-enabled CBL System of workplace knowledge and skills
development has been designed to transform traditional training approaches in
large-scale, high-employment industries worldwide. Developed over a ten-year
period, the CBL System enables companies to build, measure and track employee
competency within single sites or across multiple operations around the
world. Over the past decade, in many countries and in distinct local
cultures, the CBL System has field-proven its ability to increase employees'
speed-to-performance and to deliver high returns on investment in the form of
measurable, sustainable improvements in safety, productivity and
profitability.  To date, over 3,500 end-users have completed a total of
approximately 10,000 certificates for CBL learning modules.


                                     12

The initial market focus for CBL has been the global mining industry.  As a
result of this focus, CBL owns and markets a comprehensive suite of workplace
learning guides for mining and related industries. Fully digitized in several
languages and Web-accessible, CBL System learning guides are customizable to
the needs and circumstances of individual client operations regardless of
physical, process or regulatory environment. A unique feature of the CBL
System is its utilization of clients' own employees as mentors and competency
verifiers, allowing managers and end-user employees to take "ownership" of
the outcomes of CBL-enabled learning and training.

The second immediate market focus for CBL is the world's power generation and
distribution industry. The cross-industry scalability of the CBL System has
been demonstrated by its adoption by an electrical power station builder and
operator, for which CBL has developed a suite of workplace learning guides
for the management and operation of its 18 coal and gas fired power stations
in countries including the United States, Mexico, Colombia, Brazil, United
Kingdom, Turkey, Egypt, China, Philippines and Australia.

Distinctive features of the CBL System  are:

     -    Comprehensive, customizable, industry-specific best practice learning
          content that is fully digitized for web accessibility in multiple
          languages;
     -    A knowledge transfer process that uses networking, collaboration and
          verifiable "on-the-job learning-by-doing," in keeping with
          contemporary educational best practice to ensure verified learning
          outcomes; and
     -    Rigorous, consistent global certification of learning outcomes
          (approximately 10,000 certificates issued to date).

As of December 2002 CBL was providing the CBL System  to firms that are
primarily engaged in the mining and electrical power generation industries in
the United States, Europe, South America, Africa, and Asia-Pacific. Although
the CBL System  was initially developed for applications among production
workers in heavy industries, such as the mining industry, its underlying
principles hold for any industry, workplace or learning organization
environment. Many existing CBL learning units can be applied unchanged or
with minor modifications to other extractive and process manufacturing
industries, while new learning units can be produced quickly and
inexpensively for additional industries or workplace applications.


                                     13


CBL is also developing, both independently and through strategic alliances,
additional workplace learning suites with what we believe to be large
potential market applications, including programs in environmental
management, HIV-AIDS awareness, and sustainable operations.

Geographic Operational Overview of CBL
--------------------------------------
CBL currently has operational, administrative or sales offices in Australia,
North America, Latin America and Africa, as follows:

     -    CBL Service Center   Australia.   At this facility, CBL performs the
          majority of its instructional design, learning module development,
          learning consultations, certification database management,
          Internet/Web communication management, management information systems,
          quality assurance, human resource administration, and Asia-Pacific
          business development. The Global Service Center staff includes Brian
          Kennedy, President of CBL, and approximately eight learning, MIS and
          quality assurance professionals.
     -    Sales and Business Development Office   United States.  CBL's North
          American headquarters is co-located with the Trinity Companies, Inc.
          corporate administrative offices in Berkeley, California, near the
          campus of the University of California   Berkeley.  R. Stephen
          Scammell, Executive Vice President   Sales, Marketing and Business
          Development, and Richard Donat, Vice President   Sales and Marketing
          are located in this office.
     -    International Faculty and Advisors. CBL benefits from strong
          relationships with academic leaders in education, educational
          technology and research, workplace learning, and adult basic
          education.  These include Professor Alan Chadwick (University of
          Surrey, United Kingdom); Professor Charles Oaklief (Kansas State
          University, United States); and Professor Emeritus Brian Hansford
          (Queensland University of Technology, Brisbane, Australia).
     -    Regional Sales and Business Development Representation:  Over the past
          two years, CBL has sought to expand its sales and marketing through
          the establishment of global sales offices and through relationships in
          markets where there is strong demand for our mining industry
          curriculum, including Canada and various countries in Latin America
          and Africa.  In addition, we are currently in discussions with
          potential licensees, representatives and sales agents in various
          international markets.

During 2003, CBL is seeking to expand its sales and marketing efforts to new
geographic markets for its existing products, and to expand into new industry
markets where it can apply its proprietary learning system to additional
industry-specific content.


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.


                                     14



                                 PART II

OTHER INFORMATION

Item 1.        Legal Proceedings.
               None
Item 2.        Changes in Securities

The following issuances of restricted securities during the period covered by
this report were previously disclosed in our annual report on Form 10-KSB
filed on January 10, 2003:
     -    During the period October 1 to December 31, 2002, we issued an
          aggregate of 1,000,000 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 transfer was restricted by us in
          accordance with the requirements of the Securities Act.
     -    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.

Item 3.   Defaults Upon Senior Securities

          None.


                                     15


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

     We held a special meeting of shareholders on December 2, 2002 for the
purposes of (1) voting on a proposal to amend and restate our articles of
incorporation to (a) increase the number of authorized shares of our common
stock from 20,000,000 shares to 100,000,000 shares and (b) increase the
number of authorized shares of our preferred stock from 1,000,000 shares to
10,000,000 shares; and (2) to ratify and approve a stock option plan.  The
results of the voting with respect to the proposal to amend and restate our
articles were 4,000,000 in favor, none opposed and no abstentions.  The
results of the voting with respect to the proposal to ratify and approve a
stock option plan were 4,000,000 in favor, none opposed and no abstentions.

Item 5.   Other Information

          On February 18, 2003, we held an annual meeting at which our
shareholders re-elected our three serving directors as directors for the
coming year.  The shareholders also approved an amendment to our articles
of incorporation to change our name to "Trinity Learning Corporation."

          On February 19, 2003, we announced that Christine Larson joined the
Company as our Chief Financial Officer.

Item 6.   Exhibits and Reports on Form 8K

     (a)  Exhibits.

      2.1       Articles of Restatements of the Articles of Incorporation of
                Trinity Companies, Inc. dated December 13, 2002 and filed
                December 19, 2002 (1)

     10.1       Agreement and Plan of Reorganization dated as of October 1,
                2002, among the Company, Competency Based Learning, Inc.
                and CBL Acquisition Corp. (2)

     10.2       Securities Purchase Agreement dated as of October 1, 2002
                between CBL Acquisition Corp. and Brian Kennedy, relating
                to shares of Competency Based Learning, Pty. Ltd ACN 084
                763 780. (2)

     10.3       Securities Purchase Agreement dated as of October 1, 2002 by and
                among CBL Acquisition Corp. and Brian Kennedy and Robert Stephen
                Scammell, relating to shares of ACN 082 126 501 Pty. Ltd. (2)

     10.4       Escrow Agreement dated as of October 1, 2002 by and among the
                Company, CBL Acquisition Corp., Robert Stephen Scammell, Brian
                Patrick Kennedy and Heritage Bank of Commerce. (2)

     10.5       Convertible Promissory Note in the principal amount of $485,000
                dated October 1, 2002 issued by CBL Acquisition Corp. to Robert
                Stephen Scammell. (2)

     10.6       Convertible Promissory Note in the principal amount of $515,000
                dated October 1, 2002 issued by CBL Acquisition Corp. to Brian
                Kennedy. (2)

     10.7       Promissory Note in the principal amount of US$198,079.12 dated
                October 1, 2002 issued by CBL Acquisition Corp. to Robert
                Stephen Scammell. (2)

     10.8       Promissory Note in the principal amount of AUD$36,100.80 dated
                October 1, 2002 issued by CBL Acquisition Corp. to Brian
                Kennedy. 2)

     10.9       Employment Agreement dated as of September 1, 2002 between CBL
                Acquisition Corp. and Robert Stephen Scammell. (2)

     10.10      Employment Agreement dated as of September 1, 2002 between CBL
                Acquisition Corp. and Brian Kennedy. (2)



                                     16

     10.11      Security Agreement dated as of October 1, 2002 by and between
                CBL Acquisition Corp., Robert Stephen Scammell and Trinity
                Companies, Inc. (2)

     10.12      Form of Deed of Charge executed as of October 1, 2002 by
                Competency Based Learning Pty Ltd.  (2)

     10.13      Form of Guarantee and Indemnity executed as of October 1, 2002
                by Competency Based Learning Pty Ltd. (2)

     10.14      Form of Guarantee and Indemnity executed as of October 1, 2002
                by ACN 082 126 501 Pty. Ltd. (2)

     10.15      Form of Stock Purchase Agreement entered into as of October 1,
                2002 between Trinity Companies, Inc., and each of its directors.
                (2)

     10.16      Note and Warrant Purchase Agreement dated as of August 20, 2002
                between Trinity Companies and various purchasers. (2)

     10.17      Form of Convertible Promissory Note issued pursuant to the Note
                and Warrant Purchase Agreement dated as of August 20, 2002. (2)

     10.18      Form of Warrant issued pursuant to the Note and Warrant Purchase
                Agreement dated as of August 20, 2002. (2)

     10.19      Commercial Tenancy Agreement between Wedgetail Systems PTY LTD
                CAN 003356429 and Competency Based Learning PTY LTD CAN 084
                763780 dated December 12, 2000. (1)

     10.20      Deed of Variation of Lease dated 1 July 2002 between Wedgetail
                Systems PTY LTD CAN 003356429 and Competency Based Learning PTY
                LTD CAN 084 763780. (1)
     99.1       Certification pursuant to 18 U.S.C. Section 1350*

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

      (1)       Incorporated by reference from the annual report on Form 10-KSB
                filed by Trinity Companies, Inc. on January 10, 2003.
      (2)       Incorporated by reference from the current report on Form 8-K
                filed by Trinity Companies, Inc. on October 16, 2002.
      *         Filed herewith.

          (b)  Reports on Form 8-K

     We filed reports on Form 8-K on October 4 and October 16, 2002,
announcing and describing our acquisition of Competency Based Learning,
Inc. and related companies.




                                     16


                                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 COMPANIES, INC.


February 26, 2003                     By: /s/ Douglas D. Cole
                                              Douglas D. Cole
                                              Chief Executive Officer




February 26, 2003                         /s/ Christine R. Larson
                                              Chief Financial Officer























                                     17




                              CERTIFICATIONS


I, Douglas  D. Cole, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Trinity
Companies, Inc.;

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:  February 26, 2003

/s/ Douglas D. Cole
    Douglas D. Cole
    Chief Executive Officer


                                     18




I, Christine R. Larson, certify that:


1.   I have reviewed this quarterly report on Form 10-QSB of Trinity
Companies, Inc.;

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:  February 26, 2003

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



                                     19