UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                         For The Quarterly Period Ended
                               September 30, 2005

                         Commission file number: 0-50860

                    TRINITY PARTNERS ACQUISITION COMPANY INC.
             (Exact Name of Registrant as Specified in its Charter)

              Delaware                                         20-1025065
   (State or other jurisdiction of                          (I.R.S. Employer
    incorporation or organization)                       Identification Number)

                          245 Fifth Avenue, Suite 1600
                            New York, New York 10016
              (Address of Principal Executive Offices and Zip Code)

                                 (212) 696-4282
              (Registrant's Telephone Number, Including Area Code)

      Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
                                 Yes |X| No |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
                                 Yes | | No |X|

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
                                 Yes |X| No |_|

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

                                                           Outstanding at
Class                                                     November 10, 2005
-----                                                     -----------------
Common Stock, par value $0.0001 per share                      287,600
Class B Common Stock, par value $0.0001 per share            1,495,000

<PAGE>

                         PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                    Trinity Partners Acquisition Company Inc.

                            Condensed Balance Sheets

<TABLE>
<CAPTION>
                              ASSETS                          September 30, 2005     December 31, 2004
                                                                  Unaudited             (Note 2)
                                                                 -----------          -----------

<S>                                                              <C>                  <C>
Current Assets
     Cash and cash equivalents                                   $   340,924          $   484,802
     Securities held in Trust Fund                                 7,757,745            7,601,236
     Other assets                                                         --               23,874
                                                                 -----------          -----------
         Total current assets                                      8,098,669            8,109,912
                                                                 -----------          -----------
         Total assets                                            $ 8,098,669          $ 8,109,912
                                                                 ===========          ===========


                          LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
     Accounts payable and accrued expenses                       $    66,767          $    48,962
     Accrued transaction costs                                       328,826               23,874
                                                                 -----------          -----------
         Total current liabilities                                   395,593               72,836
                                                                 -----------          -----------

Common stock, subject to possible conversion to cash,
     298,851 shares at conversion value                            1,550,776            1,519,490
                                                                 -----------          -----------

Commitments

Stockholders' Equity
     Preferred stock, par value $.0001 per share,
         5,000 shares authorized, no shares issued                        --                   --
     Common stock, par value $.0001 per share,
         20,000,000 shares authorized, 287,600 shares issued
         and outstanding                                                  29                   29
     Common stock, Class B, par value $.0001 per share,
         2,000,000 shares authorized, 1,196,149 shares issued
         and outstanding (excluding 298,851 shares subject to
         possible conversion to cash)                                    120                  120
     Additional paid-in capital                                    6,571,478            6,602,764
     Accumulated deficit                                            (419,327)             (86,477)
     Accumulated other comprehensive income                               --                1,150
                                                                 -----------          -----------
         Total stockholders' equity                                6,152,300            6,517,586
                                                                 -----------          -----------
         Total liabilities and stockholders' equity              $ 8,098,669          $ 8,109,912
                                                                 ===========          ===========
</TABLE>

            See accompanying notes to condensed financial statements.


                                       1
<PAGE>

                    Trinity Partners Acquisition Company Inc.

                       Condensed Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                  For the three months    For the three months
                                                   ended September 30,    ended September 30,
                                                        2005                    2004
                                                     -----------              -----------
<S>                                                  <C>                      <C>
Revenue                                              $        --              $        --
                                                     -----------              -----------

Operating expenses
     Transaction costs                                    56,729                       --
     Professional fees                                    13,500                   45,352
     Other operating costs                                21,631                   10,351
                                                     -----------              -----------

Loss from operations                                     (91,860)                 (55,703)

Interest income                                           67,516                   20,056
                                                     -----------              -----------

Net loss                                             $   (24,344)             $   (35,647)
                                                     ===========              ===========

Weighted average number of shares outstanding:
     Basic and diluted                                 1,782,600                1,123,850
                                                     ===========              ===========

Net loss per share, basic and diluted                $     (0.01)             $     (0.03)
                                                     ===========              ===========
</TABLE>


            See accompanying notes to condensed financial statements.


                                       2
<PAGE>

                    Trinity Partners Acquisition Company Inc.

                       Condensed Statements of Operations

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                   For the nine months   From inception (April
                                                   ended September 30,        14, 2004) to
                                                          2005             September 30, 2004
                                                     -----------              -----------
<S>                                                  <C>                      <C>
Revenue                                              $        --              $        --
                                                     -----------              -----------

Operating expenses
     Transaction costs                                   373,499                       --
     Professional fees                                    43,443                   63,813
     Other operating costs                                81,069                   10,685
                                                     -----------              -----------

Loss from operations                                    (498,011)                 (74,498)

Interest income                                          165,161                   20,056
                                                     -----------              -----------

Net loss                                             $  (332,850)             $   (54,442)
                                                     ===========              ===========

Weighted average number of shares outstanding:
     Basic and diluted                                 1,782,600                  608,247
                                                     ===========              ===========

Net loss per share, basic and diluted                $     (0.19)             $     (0.09)
                                                     ===========              ===========

</TABLE>

            See accompanying notes to condensed financial statements.


                                       3
<PAGE>

                    Trinity Partners Acquisition Company Inc.

                   Condensed Statement of Stockholders' Equity

                  For the Nine Months Ended September 30, 2005
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                                                           Accumulated
                                                                Common Stock,                                Other
                                               Common Stock       Class B        Additional                Comprehensive
                                            ---------------- ----------------     Paid-In     Accumulated     Income
                                            Shares    Amount   Share   Amount     Capital       Deficit       (Loss)       Total
                                            -------    ---   ---------   ----   -----------    ---------    ---------   ------------
<S>                                         <C>        <C>   <C>         <C>    <C>            <C>          <C>         <C>
Balance, December 31, 2004                  287,600    $29   1,196,149   $120   $ 6,602,764    $ (86,477)   $  1,150    $ 6,517,586

Allocation of value to Class B shares
subject to possible conversion to cash           --     --          --     --       (31,286)          --          --        (31,286)

Net loss for the period                          --     --          --     --            --     (332,850)         --       (332,850)

Change in unrealized loss on
available-for-sale securities                    --     --          --     --            --           --      (1,150)        (1,150)
                                                                                                                        ------------

Comprehensive loss                                                                                                         (334,000)
                                            -------    ---   ---------   ----   -----------    ---------    ---------   ------------

Balance, September 30, 2005 (Unaudited)     287,600    $29   1,196,149   $120   $ 6,571,478    $(419,327)   $     --    $ 6,152,300
                                            =======    ===   =========   ====   ===========    =========    =========   ============
</TABLE>

            See accompanying notes to condensed financial statements.


                                       4
<PAGE>

                    Trinity Partners Acquisition Company Inc.

                        Condensed Statement of Cash Flows

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  For the nine months   From inception (April
                                                                  ended September 30,        14, 2004) to
                                                                         2005             September 30, 2004
                                                                     ------------           -----------
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                  <C>                   <C>
     Net loss                                                        $   (332,850)         $   (54,442)
     Adjustments to reconcile net loss to net cash used in
     operating activities:
         Amortization of discount on Securities held in Trust Fund       (157,659)             (19,216)
     Changes in operating assets and liabilities:
         Decrease in other assets                                          23,874                   --
         Increase in accounts payable and accrued expenses                 17,805               40,983
         Increase in accrued transaction costs                            304,952                   --
                                                                     ------------          -----------
Net cash used in operating activities                                    (143,878)             (32,675)
                                                                     ------------          -----------

CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of securities held in Trust Fund                        (22,944,000)          (7,549,750)
     Maturity of securities held in Trust Fund                         22,944,000                   --
                                                                     ------------          -----------
Net cash used in investing activities                                          --           (7,549,750)
                                                                     ------------          -----------

CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from sales of common stock and warrants                          --               36,750
     Proceeds from notes payable to stockholders                               --               46,000
     Repayments from notes payable to stockholders                             --              (46,000)
     Portion of net proceeds from sale of Series B Units through
         public offering allocable to shares of Common Stock
         subject to possible conversion to cash                                --            1,509,198
     Net proceeds from sale of units through public offering
         allocable to stockholders' equity                                     --            6,576,455
                                                                     ------------          -----------
Net cash provided by financing activities                                      --            8,122,403
                                                                     ------------          -----------

Net increase (decrease) in cash and cash equivalents                     (143,878)             539,978

Cash and cash equivalents at beginning of period                          484,802                   --
                                                                     ------------          -----------

Cash and cash equivalents at end of period                           $    340,924          $   539,978
                                                                     ============          ===========

Supplemental disclosure of non-cash investing and financing
activities:
     Allocation of value to Class B shares, subject to possible
         conversion to cash                                          $     31,286          $     4,180
                                                                     ============          ===========
</TABLE>

            See accompanying notes to condensed financial statements.


                                       5
<PAGE>

                    Trinity Partners Acquisition Company Inc.

                     Notes to Condensed Financial Statements

NOTE 1 - ORGANIZATION AND ACTIVITIES

      Trinity Partners Acquisition Company Inc. (the "Company") was incorporated
in Delaware on April 14, 2004 as a blank check company whose objective is to
raise money and acquire an operating business (a "Business Combination") (See
Recent Events below).

      As further discussed in Note 3, on July 29, 2004, the Company effected an
initial public offering of its securities (the "Offering") which closed on
August 4, 2004.

      Although substantially all of the proceeds of the Offering are intended to
be utilized to effect a Business Combination, the proceeds are not specifically
designated for this purpose. The gross proceeds from the Offering and sale of
the Series B Units (defined in Note 3 below) of $7,549,750 were deposited into a
trust fund (the "Trust Fund") until the earlier of the completion of a Business
Combination or the distribution of proceeds to Class B stockholders. If a
Business Combination is consummated, the conversion rights afforded to the Class
B stockholders may result in the conversion into cash of up to approximately
19.99% of the aggregate number of Class B shares sold, as further described
below. If a Business Combination, including the Business Combination
contemplated by the transaction described under the heading Recent Events below,
is not consummated by February 4, 2006, all of the proceeds of the Trust Fund
will be returned to Class B stockholders and all outstanding Class B common
shares would be automatically cancelled and returned to the status of authorized
but unissued shares.

      As a result of its limited resources, the Company will, in all likelihood,
have the ability to effect only a single Business Combination. Accordingly, the
prospects for the Company's success will be entirely dependent upon the future
performance of a single business.

      The Company will not effect a Business Combination unless the fair market
value of the target, as determined by the Board of Directors of the Company in
its sole discretion, based upon valuation standards generally accepted by the
financial community including, among others, book value, cash flow, and both
actual and potential earnings, is at least equal to 80% of the net assets of the
Company at the time of such acquisition.

      Furthermore, there is no assurance that the Company will be able to
successfully effect a Business Combination. If the Company were to expend all of
the net proceeds of the Offering not held in the Trust Fund prior to
liquidation, but recognizing that such net proceeds could become subject to the
claims of creditors of the Company which could be prior to the claims of
stockholders of the Company, it is possible that the Company's liquidation value
may be less than the amount in the Trust Fund, inclusive of any net interest
income thereon. Moreover, all of the Company's initial stockholders have agreed
to waive their respective rights to participate in any such liquidation
distribution on shares owned prior to the Offering.

      At the time the Company seeks Class B stockholder approval of any Business
Combination, the Company will offer each Class B stockholder who acquired Class
B shares through the Offering or subsequently in the after-market the right to
have his or her shares of the Company's Class B common stock converted to cash
if such Class B stockholder votes against the Business Combination and the
Business Combination is approved and completed. The holders of the Company's
common stock are not entitled to seek conversion of their shares. The actual
per-share conversion price will be equal to the amount in the Trust Fund
(inclusive of any interest thereon) as of the record date for determination of
Class B stockholders entitled to vote on such Business Combination, divided by
the number of Class B shares sold in the Offering, or approximately $5.19 per
share based on the value in the Trust Fund as of September 30, 2005. There will
be no distribution from the Trust Fund with respect to the warrants included in
the Series A and Series B Units. A Series B stockholder may request conversion
of his or her shares at any time prior to the vote taken with respect to a
proposed Business Combination at a meeting held for that purpose, but such
request will not be granted unless such Class B stockholder votes against the
Business Combination and the Business Combination is approved and consummated.
It is anticipated that the funds to be distributed to Class B stockholders who
have their shares converted will be distributed promptly after consummation of a
Business Combination. Any Class B stockholder who converts his or her stock into
his or her share of the Trust Fund still has the right to exercise the Class W
and Class Z warrants that was received as part of the Series B units. The
Company will not consummate any Business Combination if 20% or more in interest
of the Class B stockholders exercise their conversion rights. Accordingly, the
conversion value of $1,550,776 (298,851 shares, or 19.99% of the Class B shares
sold in the public offering) has been included in the accompanying condensed
balance sheet at September 30, 2005 as temporary capital.


                                       6
<PAGE>

Recent Events

      On March 24, 2005, the Company executed a definitive agreement for the
merger of the Company and FreeSeas, Inc. ("FreeSeas"), formerly known as
Adventure Holdings, S.A. (the "Transaction"). FreeSeas, through wholly-owned
subsidiaries, owns and operates three bulk carriers, the M/V "Free Destiny," the
M/V "Free Envoy" and the M/V "Free Fighter."

      The definitive merger agreement for the Transaction contemplates the
merger of the Company with and into FreeSeas, with the Company's current
stockholders receiving one share and one warrant of FreeSeas for each share and
warrant they presently own. After giving effect to the Transaction, the
Company's stockholders will own approximately 28.4% of FreeSeas. In addition,
the management of FreeSeas will receive options and warrants to acquire an
additional 950,000 shares of FreeSeas' common stock, exercisable at $5.00 per
share over terms ranging from three to five years. The proposed merger is
subject to, among other things, the filing of definitive proxy materials with
the Securities and Exchange Commission ("SEC") and approval of the Transaction
by the Company's Class B stockholders. On May 11, 2005, a joint proxy
statement/prospectus relating to the Transaction was filed as part of a FreeSeas
registration statement on Form F-1. The registration statement on Form
F-1 was declared effective by the SEC on November 10, 2005. The Company will
seek Class B stockholder approval of the Transaction at a stockholders' meeting
which is scheduled for December 15, 2005. There can be no assurance the
Class B stockholders will approve the Transaction.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      Interim Financial Statements -- The accompanying unaudited condensed
financial statements have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission ("SEC"), and should be read in
conjunction with the Company's audited financial statements included in Form
10-K for the year ended December 31, 2004. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations. However,
the Company believes that the disclosures are adequate to make the information
presented not misleading. The financial statements reflect all adjustments
(consisting only of normal recurring adjustments) that are, in the opinion of
management, necessary for a fair presentation of the Company's financial
position and results of operations. The accompanying condensed balance sheet as
of December 31, 2004 has been derived from the Company's audited financial
statements included in Form 10-K for the year ended December 31, 2004. The
operating results for the periods ended September 30, 2005 are not necessarily
indicative of the results to be expected for any other interim period or any
future year.

      Cash and Cash Equivalents - Included in cash and cash equivalents are
deposits with financial institutions as well as short-term money market
instruments with maturities of three months or less when purchased.

      Investments -- Investments consist of investments acquired, which were
included in the Trust Fund, with maturities exceeding three months but less than
three years. Consistent with Statement of Financial Accounting Standards
("SFAS") No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", the Company classifies all debt securities and all investments in
equity securities that have readily determinable fair values as
available-for-sale, as the sale of such securities may be required prior to
maturity to implement management strategies. Such securities are reported at
fair value, with unrealized gains or losses excluded from earnings and included
in other comprehensive income, net of applicable taxes. Discounts from the face
value of restricted investments are amortized using the interest method over the
period from the date of purchase to maturity and are included in interest income
on the accompanying condensed statement of operations.


                                       7
<PAGE>

      The Company's restricted investment held in trust at September 30, 2005
consists of an investment in time deposit securities, with a maturity date of
October 7, 2005, and is stated at amortized cost. The fair market value of the
restricted investment was $7,757,745 as of September 30, 2005. The Company
recognized interest income of $64,682 from amortization of the discount on the
investment during the three months ended September 30, 2005 and $157,659 from
amortization of the discount on the investment during the nine months ended
September 30, 2005, which is included in interest income on the accompanying
condensed statements of operations for the respective periods.

      Net Loss Per Share - Net loss per share is computed based on the weighted
average number of shares of common and Class B common stock outstanding.

      Basic earnings (loss) per share excludes dilution and is computed by
dividing income (loss) available to common stockholders by the weighted average
shares of common stock and Class B common stock outstanding for the period.
Diluted earnings per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. For all periods presented, since the effect of
the assumed exercise of outstanding warrants to purchase 3,657,500 shares of
common stock and the outstanding UPO (as defined in Note 3 below) to purchase
12,500 Series A Units and 65,000 Series B Units, is anti-dilutive, they have
been excluded from the Company's computation of fully diluted net loss per
share. Therefore, basic and diluted loss per share were the same for the three
and nine months ended September 30, 2005, the three months ended September 30,
2004 and for the period from inception (April 12, 2004) to September 30, 2004.

      Fair Value of Financial Instruments - The fair values of the Company's
assets and liabilities that qualify as financial instruments under SFAS No. 107
approximate their carrying amounts presented in the balance sheet at September
30, 2005.

      Use of Estimates and Assumptions - The preparation of financial statements
in accordance with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
certain reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenue and expenses during the reporting period. Actual results can,
and in many cases will, differ from those estimates.

      Income Taxes - Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets and
liabilities that will result in future taxable or deductible amounts and are
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income. Valuation allowances are
established when necessary to reduce deferred income tax assets to the amount
expected to be realized.

      Reclassifications - Certain prior year amounts have been reclassified to
conform to the current period presentation.

      New Accounting Pronouncements - The Company does not believe that any
recently issued, but not yet effective, accounting standards if currently
adopted would have a material effect on the accompanying condensed financial
statements.

NOTE 3 - PUBLIC OFFERING OF SECURITIES

      In the Offering, effective July 29, 2004 (closed on August 4, 2004), the
Company sold to the public 143,750 Series A Units (the "Series A Units" or a
"Series A Unit") and 747,500 Series B Units (the "Series B Units" or a "Series B
Unit") at a price of $10.50 and $10.10 per unit, respectively, inclusive of an
option issued to the underwriters to purchase additional Series A Units and
Series B Units, which was exercised in full. Proceeds from the initial public
offering, including the exercise of the over allotment option, totaled
$8,085,653 which was net of $973,472 in underwriting and other expenses. Each
Series A Unit consists of two shares of the Company's common stock, five Class W
Redeemable Warrants (a "Class W Warrant"), and five Class Z Redeemable Warrants
(a "Class Z Warrant"). Each Series B Unit consists of two shares of the
Company's Class B common stock, one Class W Warrant, and one Class Z Warrant.


                                       8
<PAGE>

      Both the Company's common stock and Class B common stock have one vote per
share. However, the Class B stockholders may, and the common stockholders may
not, vote in connection with a Business Combination. Further, should a Business
Combination not be consummated during the target business acquisition period,
the Trust Fund would be distributed pro-rata to all of the Class B common
stockholders and their Class B common shares would be automatically cancelled
and returned to the status of authorized but unissued shares.

      Each Class W Warrant entitles the holder to purchase from the Company one
share of common stock at an exercise price of $5.00, commencing on the later of
(a) July 29, 2005 or (b) the earlier of the completion of a Business Combination
with a target business, or the distribution of the Trust Fund to the Class B
stockholders. The Class W Warrants did not become exercisable on July 29, 2005
as a Business Combination was not consummated as of that date (Note 1). The
Class W Warrants will expire on July 29, 2009 or earlier upon redemption. Each
Class Z Warrant entitles the holder to purchase from the Company one share of
common stock at an exercise price of $5.00, commencing on the later of (a) July
29, 2005 or (b) the earlier of the completion of a Business Combination with a
target business, or the distribution of the Trust Fund to the Class B
stockholders. The Class Z Warrants did not become exercisable on July 29, 2005
as a Business Combination was not consummated as of that date (Note 1). The
Class Z Warrants will expire on July 29, 2011 or earlier upon redemption. The
Company may redeem the outstanding Class W Warrants and/or Class Z Warrants with
the prior consent of HCFP/Brenner Securities LLC ("HCFP"), the representative of
the underwriters of the Offering, in whole and not in part, at a price of $.05
per warrant at any time after the warrants become exercisable, upon a minimum of
30 days' prior written notice of redemption, and if, and only if, the last sale
price of the Company's common stock equals or exceeds $7.50 per share and $8.75
per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20
trading days within a 30 trading day period ending three business days before
the Company sent the notice of redemption.

      Upon closing of the public offering, the Company issued an option, for
$100, to HCFP (the "Underwriters Purchase Option" or "UPO"), to purchase up to
12,500 Series A units at an exercise price of $17.325 per unit and/or up to
65,000 Series B units at an exercise price of $16.665 per unit. The Company
accounted for the fair value of the UPO, inclusive of the receipt of the $100
cash payment, as an expense of the public offering resulting in a charge
directly to stockholders' equity, which was offset by an equivalent increase in
equity for the issuance of the option. The Company estimated the fair value of
this UPO, approximately $225,000, using a Black-Scholes option-pricing model.
The fair value of the UPO granted was estimated as of the date of grant using
the following assumptions: (1) expected volatility of 44.5%, (2) risk-free
interest rate of 3.61% and (3) contractual life of 5 years. The UPO may be
exercised for cash or on a "cashless" basis, at the holder's option, such that
the holder may use the appreciated value of the UPO (the difference between the
exercise prices of the option and the underlying warrants and the market price
of the units and underlying securities) to exercise the UPO without the payment
of any cash. The Series A Units and Series B Units issuable upon exercise of
this option are identical to those in the Offering, except that the exercise
price of the warrants included in the units are $5.50 per share and the Class Z
Warrants shall be exercisable by HCFP for a period of only five years from the
date of the Offering. The UPO is exercisable at $17.325 per Series A Unit and
$16.665 per Series B Unit commencing on the later of (a) July 29, 2005 or (b)
the earlier of the completion of a Business Combination with a target business,
or the distribution of the Trust Fund to the Class B stockholders, and expires
on July 29, 2009. The UPO did not become exercisable on July 29, 2005 as a
Business Combination was not consummated as of that date (Note 1).

NOTE 4 - CAPITAL STOCK

Preferred Stock

      The Company is authorized to issue up to 5,000 shares of Preferred Stock,
par value $0.0001 per share, with such designations, voting, and other rights
and preferences as may be determined from time to time by the Board of
Directors.

Common Stock and Class B Common Stock

      The Company is authorized to issue 20,000,000 shares of common stock and
2,000,000 shares of Class B common stock, each at par value $0.0001 per share.
As of September 30, 2005 there were 287,600 shares of the Company's common stock
issued and outstanding and 1,495,000 shares of the Company's Class B common
stock issued and outstanding, including 298,851 Class B common shares subject to
possible conversion to cash.


                                       9
<PAGE>

      With the exercise of the over-allotment option (Note 3), subsequent to the
Offering there are 15,774,900 and 375,000 authorized but unissued shares of the
Company's common stock and the Company's Class B common stock, respectively,
available for future issuance, after appropriate reserves for the issuance of
common stock in connection with the Class W Warrants and Class Z Warrants, the
Underwriters Purchase Option and the officers' and directors' Class W Warrants
and Class Z Warrants.

      The Company has no commitments to issue any shares of common stock other
than as described herein.

Warrants

      The Class W Warrants are callable, subject to adjustment in certain
circumstances, and entitle the holder to purchase shares at $5.00 per share for
a period commencing on the later of: (a) July 29, 2005 and (b) the earlier of
the completion of the Business Combination or distribution of the Trust Fund to
the Class B stockholders, and ending July 29, 2009. The Class W Warrants did not
become exercisable on July 29, 2005 as the Business Combination was not
consummated as of that date (Note 1). As of September 30, 2005 there were
1,828,750 Class W Warrants outstanding.

      The Class Z Warrants are callable, subject to adjustment in certain
circumstances, and entitle the holder to purchase shares at $5.00 per share for
a period commencing on the later of: (a) July 29, 2005 and (b) the earlier of
the completion of the Business Combination or distribution of the Trust Fund to
the Class B stockholders, and ending July 29, 2011. The Class Z Warrants did not
become exercisable on July 29, 2005 as the Business Combination was not yet
consummated as of that date (Note 1). As of September 30, 2005 there were
1,828,750 Class Z Warrants outstanding.

NOTE 5 - RELATED PARTY TRANSACTIONS

      Lawrence Burstein, the President of the Company, is a principal
stockholder, officer and director of Unity Venture Capital Associates Ltd.
("Unity") which at the time of the Offering owned 90,000 Class W Warrants and
90,000 Class Z Warrants. In October 2004, Unity distributed an aggregate of
82,499 of such Class W Warrants and 82,499 of such Class Z Warrants to its
stockholders (including 15,450 Class W Warrants and 15,450 Class Z Warrants to
Mr. Burstein), leaving Unity the beneficial owner of 7,501 Class W Warrants and
7,501 Class Z Warrants.

      Since July 29, 2004, upon completion of the Offering, the Company has been
obligated to pay Unity a monthly fee of $4,000 for office and secretarial
services, including the use of office space in premises occupied by Unity.
During the nine and three months ended September 30, 2005, $36,000 and $12,000,
respectively, was paid to Unity for such services.

      In April 2004, the Company issued to each member of its Board of
Directors, two of whom are founding stockholders of the Company, Class W
Warrants to purchase an aggregate of 362,500 shares of the Company's common
stock, and Class Z Warrants to purchase an aggregate of 362,500 shares of the
Company's common stock, for an aggregate purchase price of $36,250.

NOTE 6 -- COMMITMENTS

      HCFP has been engaged by the Company to act as the Company's non-exclusive
investment banker in connection with its proposed Business Combination (Note 1).
For assisting the Company in structuring and negotiating the terms of the
Transaction, the Company must pay HCFP a fee of $75,000 of cash, and issue to
HCFP 7,500 shares of common stock and five year warrants to purchase 15,000
shares of common stock at $5.00 per share, at the closing of the Transaction.

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<PAGE>

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations

      The following discussion should be read in conjunction with our financial
statements and footnotes thereto contained in this report and the audited
financial statements and footnotes included in our Form 10-K for the year ended
December 31, 2004.

Recent Events

      On March 24, 2005, we executed a definitive agreement for our merger with
FreeSeas, Inc. ("FreeSeas"), formerly known as Adventure Holdings, S.A. (the
"Transaction"). FreeSeas, through wholly-owned subsidiaries, owns and operates
two bulk carriers, the M/V "Free Destiny" and the M/V "Free Envoy." In addition,
in June 2005, FreeSeas, through a newly formed subsidiary, acquired a new
carrier for a purchase price of $11,025,000.

      The definitive merger agreement for the Transaction contemplates our
merger with and into FreeSeas, with our current stockholders receiving one share
and one warrant of FreeSeas for each share and warrant they presently own. After
giving effect to the Transaction, our stockholders will own approximately 28.4%
of FreeSeas. In addition, the management of FreeSeas will receive options and
warrants to acquire an additional 950,000 shares of FreeSeas' common stock,
exercisable at $5.00 per share over terms ranging from three to five years. The
Transaction is subject to, among other things, the filing of definitive proxy
materials with the Securities and Exchange Commission (the "SEC") and approval
of the Transaction by our stockholders. On May 11, 2005, a joint proxy
statement/prospectus relating to the Transaction was filed as part of a FreeSeas
registration statement on Form F-1. The registration statement on Form F-1 was
declared effective by the SEC on November 10, 2005. We will seek Class B
stockholder approval of the Transaction at our stockholders' meeting which is
scheduled for December 15, 2005. There can be no assurance the Class B
stockholders will approve the Transaction.

General

      We were incorporated in April 2004 to serve as a vehicle to effect a
business combination with an operating business. On August 4, 2004, we completed
our initial public offering of 143,750 Series A Units and 747,500 Series B
Units, including 18,750 Series A Units and 97,500 Series B Units issued upon
exercise of the underwriters' over allotment option. Each Series A Unit consists
of two shares of our common stock, five Class W Warrants and five Class Z
Warrants and each Series B Unit consists of two shares of our Class B Common
Stock, one Class W Warrant and one Class Z Warrant. Each Class W Warrant and
Class Z Warrant entitles the holder to purchase one share of our common stock at
a price of $5.00.

      For a description of the proceeds generated in the offering and a
discussion of the use of such proceeds, see liquidity and capital resources
below and Notes 1 and 3 of the interim financial statements included elsewhere
in this Form 10-Q.

Operations

      Net loss for the three months ended September 30, 2005 of $24,344
consisted of interest income on the Trust Fund investment of $64,682 and
interest on cash and cash equivalents of $2,834, offset by expenses of $91,860,
consisting of $56,729 for Transaction expenses, $13,500 for professional fees,
and $21,631 for other expenses, which includes $12,000 of expense related to a
monthly administrative services agreement with an affiliate.

      Net loss for the three months ended September 30, 2004 of $35,647
consisted of interest income on the Trust Fund investment of $19,216 and
interest on cash and cash equivalents of $840, offset by expenses of $55,703,
consisting of $45,352 for professional fees, and $10,351 for other expenses,
which includes $8,000 of expense related to a monthly administrative services
agreement with an affiliate.

      Net loss for the nine months ended September 30, 2005 of $332,850
consisted of interest income on the Trust Fund investment of $157,659 and
interest on cash and cash equivalents of $7,502, offset by expenses of $498,011,
consisting of $373,499 for Transaction expenses, $43,443 for professional fees,
and $81,069 for other expenses, which includes $36,000 of expense related to a
monthly administrative services agreement with an affiliate.


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<PAGE>

      Net loss for the period from inception (April 14, 2004) through September
30, 2004 of $54,442, consisted of interest income on the Trust Fund investment
of $19,216 and interest on cash and cash equivalents of $840, offset by expenses
of $74,498, consisting of $63,813 for professional fees, and $10,685 for other
expenses, which includes $8,000 of expense related to a monthly administrative
services agreement with an affiliate.

      We believe that we have sufficient available funds to complete our efforts
to effect the Transaction with FreeSeas.

Liquidity and Capital Resources

      We consummated our initial public offering on August 4, 2004. Gross
proceeds from our initial public offering, including the full exercise of the
underwriters' over-allotment option, were $9,059,125. After deducting offering
expenses of $973,472, net proceeds were $8,085,653. Of this amount, $7,549,750
was placed in a trust account and the remaining proceeds have been available to
be used to provide for our business, legal and accounting due diligence costs on
prospective acquisitions and our continuing general and administrative expenses.
We will use substantially all of the net proceeds of our initial public offering
to acquire a target business, including identifying and evaluating prospective
acquisition candidates, selecting the target business, and structuring,
negotiating and consummating the business combination. To the extent that our
capital stock is used in whole or in part as consideration to effect a business
combination, the proceeds held in the trust fund as well as any other net
proceeds not expended will be used to finance the operations of the target
business. We believe we have sufficient available funds outside of the trust
fund to meet the expenditures required for our operations through January 31,
2006, assuming that the business combination contemplated by the Transaction
with FreeSeas is not consummated before then. If the Transaction is not approved
by our Class B stockholders and accordingly the entire trust fund is distributed
to such Class B stockholders, we may not have sufficient funds available to
satisfy all of our obligations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

      Market risk is the exposure to loss resulting from changes in interest
rates, foreign currency exchange rates, commodity prices and equity prices. We
do not believe we are exposed to significant market risk.

Item 4. Controls and Procedures

      Our management carried out an evaluation, with the participation of
Lawrence Burstein, our principal executive officer and principal financial
officer, of the effectiveness of our disclosure controls and procedures as of
September 30, 2005. Based upon that evaluation, Mr. Burstein concluded that (i)
our disclosure controls and procedures were effective to ensure that information
required to be disclosed by us in reports that we file or submit under the
Securities Exchange Act of 1934 (the "Exchange Act") is recorded, processed,
summarized and reported, within the time periods specified in the rules and
forms of the Securities and Exchange Commission and (ii) our disclosure controls
and procedures were designed to ensure that information required to be disclosed
by us in reports that we file or submit under the Exchange Act is accumulated
and communicated to our management, including Mr. Burstein, to allow timely
decisions regarding required disclosure.

      There has not been any change in our internal control over financial
reporting in connection with the evaluation required by Rule 13a-15(d) under the
Exchange Act that occurred during the three months ended September 30, 2005 that
has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.


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<PAGE>

                           PART II - OTHER INFORMATION

Item 6. Exhibits

         Exhibit Number                Exhibit Description

                31.1                   Rule 13a-14(a)/15d-14(a) Certification
                31.2                   Rule 13a-14(a)/15d-14(a) Certification
                32                     Section 1350 Certifications


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                                   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 PARTNERS ACQUISITION COMPANY INC.

                                 By: /s/ LAWRENCE BURSTEIN
                                     -------------------------------------
                                     Lawrence Burstein
                                     President and Treasurer
                                     (Principal Executive and Financial Officer)

Date:  November 14, 2005


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