**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 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**


**June
      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 incorporation or organization)
            
            (I.R.S.
                EmployerIdentification
                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 checkmark 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 checkmark whether the registrant is an accelerated filer as defined in
      Rule 12b-2 of the Exchange Act.**


****  **Yes
      |   |**     **No
      |X|**





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







**Class**
            **Outstanding
                at August 12,
                2005****Common Stock, par value $0.0001
              per
              share**
            **287,600****Class B Common Stock, par value
              $0.0001 per share**
            **1,495,000**










**PART
      I - FINANCIAL INFORMATION**







**Item
      1.****Financial
      Statements**




**Trinity
      Partners Acquisition Company Inc.**





**Condensed
      Balance Sheets**





**ASSETS**
            
            **June
                30, 2005Unaudited**
            
            **December 31,
                2004**
              **(Note
                2)****Current
                Assets**Cash
                and cash equivalents
            
            $
            409,295
            
            $
            484,802U.S.
                government securities held in trust fund
            
            
            7,692,921
            
            
            7,601,236Other
                assets
            
            
            —
            
            
            23,874**Total
                current assets**
            
            
            8,102,216
            
            
            8,109,912**Total
                assets**
            
            $
            8,102,216
            
            $
            8,109,912**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities**Accounts
                payable and accrued expenses
            
            $
            48,467
            
            $
            48,962Accrued
                transaction costs
            
            
            326,471
            
            
            23,874**Total
                current liabilities**
            
            
            374,938
            
            
            72,836Common
                stock, subject to possible conversion to cash,
              298,851
                shares at conversion value
            
            
            1,537,817
            
            
            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
            
            
            29Common
                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
            
            
            120Additional
                paid-in capital
            
            
            6,584,437
            
            
            6,602,764Accumulated
                deficit
            
            
            (394,983
            )
            
            (86,477
            )Accumulated
                other comprehensive income (loss)
            
            
            (142
            )
            
            1,150**Total
                stockholders' equity**
            
            
            6,189,461
            
            
            6,517,586**Total
                liabilities and stockholders' equity**
            
            $
            8,102,216
            
            $
            8,109,912





See
      accompanying notes to condensed financial statements.




2





**Trinity
      Partners Acquisition Company Inc.**





**Condensed
      Statements of Operations**




**(Unaudited)**





**For
                the three months ended June 30, 2005**
            
            **From
                inception**
              **(April 14,
                2004)**
              **to
                June 30, 2004****Revenue**
            
            $
            —
            
            $
            —**Operating
                expenses**Transaction
                costs
            
            
            126,653
            
            
            —Professional
                fees
            
            
            5,000
            
            
            18,794Other
                operating costs
            
            
            31,067
            
            
            —**Loss
                from operations**
            
            
            (162,720
            )
            
            (18,794
            )**Interest
                income**
            
            
            53,051
            
            
            —**Net
                loss**
            
            $
            (109,669
            )
            $
            (18,794
            )**Weighted
                average number of shares outstanding:**Basic
                and diluted
            
            
            1,782,600
            
            
            100**Net
                loss per share, basic and diluted**
            
            $
            (0.06
            )
            $
            (187.94
            )





See
      accompanying notes to condensed financial statements.




3





**Trinity
      Partners Acquisition Company Inc.**





**Condensed
      Statements of Operations**




**(Unaudited)**





**For
                the six months**
              **ended
                June 30, 2005**
            
            **From
                inception**
              **(April 14,
                2004)**
              **to
                June 30, 2004****Revenue**
            
            $
            —
            
            $
            —**Operating
                expenses**Transaction
                costs
            
            
            316,769
            
            
            —Professional
                fees
            
            
            27,443
            
            
            18,794Other
                operating costs
            
            
            61,940
            
            
            —**Loss
                from operations**
            
            
            (406,152
            )
            
            (18,794
            )**Interest
                income**
            
            
            97,646
            
            
            —**Net
                loss**
            
            $
            (308,506
            )
            $
            (18,794
            )**Weighted
                average number of shares outstanding:**Basic
                and diluted
            
            
            1,782,600
            
            
            100**Net
                loss per share, basic and diluted**
            
            $
            (0.17
            )
            $
            (187.94
            )





See
      accompanying notes to condensed financial statements.




4





**Trinity
      Partners Acquisition Company Inc.**





**Condensed
      Statement of Stockholders’ Equity**





**For
      the Six Months Ended June 30, 2005**


**(Unaudited)**


**Common
                  Stock**
              
              **Common
                  Stock, Class B****Shares**
              
              **Amount**
              
              **Shares**
              
              **Amount**
              
              **AdditionalPaid-InCapital**
              
              **Accumulated
Deficit**
              
              **Accumulated
                  Other Comprehensive****Income
                  (Loss)**
              
              **Total****Balance,
                  December 31, 2004**
              
              
              287,600
              
              $
              29
              
              
              1,196,149
              
              $
              120
              
              $
              6,602,764
              
              $
              (86,477
              )
              $
              1,150
              
              $
              6,517,586Allocation
                  of value to Class B shares subject to possible conversion to
                  cash
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (18,327
              )
              
              —
              
              
              —
              
              
              (18,327
              )Net
                  loss for the period
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (308,506
              )
              
              —
              
              
              (308,506
              )Change
                  in unrealized loss on available-for-sale securities
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (1,292
              )
              
              (1,292
              )Comprehensive
                  loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (309,798
              )**Balance,
                  June 30, 2005**
              
              
              287,600
              
              $
              29
              
              
              1,196,149
              
              $
              120
              
              $
              6,584,437
              
              $
              (394,983
              )
              $
              (142
              )
              $
              6,189,461





See
      accompanying notes to condensed financial statements.




5




**Trinity
      Partners Acquisition Company Inc.**





**Condensed
      Statement of Cash Flows**





**(Unaudited)**


**For
                    the six**
                  **months
                    ended**
                  **June 30,
                    2005**
                
                **From
                    inception**
                  **(April
                    14, 2004) to June 30, 2004****CASH
                    FLOWS FROM OPERATING ACTIVITIES**Net
                    loss
                
                $
                (308,506
                )
                $
                (18,794
                )Adjustments
                    to reconcile net loss to net cash provided by operating
                    activities:Amortization
                    of discount on U.S. Government Securities held in Trust
                    Fund
                
                
                (92,977
                )
                
                —Changes
                    in operating assets and liabilities:Decrease
                    in other assets
                
                
                23,874
                
                
                —Increase
                    (decrease) in accounts payable and accrued expenses
                
                
                (495
                )
                
                48,150Increase
                    in accrued transaction costs
                
                
                302,597
                
                
                —**Net
                    cash provided by operating activities**
                
                
                75,507
                
                
                29,356**CASH
                    FLOWS FROM INVESTING ACTIVITIES**Purchase
                    of U.S. government securities held in trust fund
                
                
                (15,247,000
                )
                
                —Maturity
                    of U.S. government securities held in trust fund
                
                
                15,247,000
                
                
                —**Net
                    cash provided by investing activities**
                
                
                —
                
                
                —**CASH
                    FLOWS FROM FINANCING ACTIVITIES**Proceeds
                    from sales of common stock and warrants
                
                
                —
                
                
                36,750Proceeds
                    from notes payable to stockholders
                
                
                —
                
                
                46,000Deferred
                    registration costs
                
                
                —
                
                
                (78,611
                )**Net
                    cash provided by financing activities**
                
                
                —
                
                
                4,139**Net
                    increase (decrease) in cash and cash equivalents**
                
                
                (75,507
                )
                
                33,495**Cash
                    and cash equivalents at beginning of period**
                
                
                484,802
                
                
                —**Cash
                    and cash equivalents at end of period**
                
                $
                409,295
                
                $
                33,495**Supplemental
                    disclosure of non-cash investing and financing
                    activities:**Allocation
                    of value to Class B shares, subject to possible conversion to
                    cash
                
                $
                18,237
                
                
                —




See
      accompanying notes to condensed financial statements.




6




**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 *R* e *cent
      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 $5.15 per share
      based on the value in the Trust Fund as of June 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 $1,537,817 (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 June 30, 2005 as temporary capital.





7




***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 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 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 and approval of the Transaction by the
      Company's 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 Form F-1 was amended and refiled on July
      22,
      2005. There can be no assurance that the Transaction will be consummated.





**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 June 30, 2005
      are
      not necessarily indicative of the results to be expected for any other interim
      period of 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.





Investment*s* —
      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.




The
      Company’s restricted investment held in trust at June 30, 2005 consists of an
      investment in United States of America government treasury securities, with
      a
      maturity date of July 7, 2005, and is stated at amortized cost. The fair market
      value of the restricted investment was $7,692,921 as of June 30, 2005, including
      $142 of unrealized losses, which are reported as a component of other
      comprehensive loss as of June 30, 2005. The Company recognized interest income
      of $50,462 from amortization of the discount on the investment during the three
      months ended June 30, 2005 and $92,977 from amortization of the discount on
      the
      investment during the six months ended June 30, 2005, which is included in
      interest income on the accompanying condensed statements of operations for
      the
      respective periods.





8




**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 six months ended June
      30,
      2005 and for the period from inception (April 12, 2004) to June 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 June 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.





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.





9




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 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 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.





**NOTE
      4 - CAPITAL STOCK**





***Preferred
      Stock***





The
      Company is authorized to issue up to 5,000 shares of Preferred Stock 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. As of June 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.





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.





10




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. As of June 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. As of June 30, 2005 there were 1,828,750
      Class Z Warrants outstanding.





**NOTE
      5 — RELATED PARTY TRANSACTIONS**





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
      six
      and three months ended June 30, 2005 $24,000 and $12,000, respectively, was
      paid
      to Unity for such services.





In
      April
      2004, the Company issued to each member of our Board of Directors, two of whom
      are our founding stockholders, 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.





11





**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 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 joint proxy statement/prospectus on Form F-1 was amended and refiled
      with the Securities and Exchange Commission on July 22, 2005. There can be
      no
      assurance that the Transaction will be consummated.




**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 June 30, 2005 of $109,669 consisted of interest
      income on the Trust Fund investment of $50,462 and interest on cash and cash
      equivalents of $2,589, offset by expenses of $162,720, consisting of $126,653
      for Transaction expenses, $5,000 for professional fees, and $31,067 for other
      expenses, which includes $12,000 of expense related to a monthly administrative
      services agreement with an affiliate.




Net
      loss
      for the six months ended June 30, 2005 of $308,506 consisted of interest income
      on the Trust Fund investment of $92,979 and interest on cash and cash
      equivalents of $4,667, offset by expenses of $406,152, consisting of $316,769
      for Transaction expenses, $27,443 for professional fees, and $61,940 for other
      expenses, which includes $24,000 of expense related to a monthly administrative
      services agreement with an affiliate.




For
      the
      period from inception (April 14, 2004) through June 30, 2004, we had a net
      loss
      of $18,794, attributable to organization, formation and general and
      administrative expenses.




We
      believe that we have sufficient available funds to complete our efforts to
      effect a business combination with an operating business.




12




**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 that we have sufficient available funds outside of the
      trust fund to operate through January 31, 2006, assuming that a business
      combination is not consummated during that time. We do not believe we will
      need
      to raise additional funds in order to meet the expenditures required for
      operating our business purpose.




**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 June 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 June 30, 2005 that has materially
      affected, or is reasonably likely to materially affect, our internal control
      over financial reporting.




**PART
      II - OTHER INFORMATION**




**Item
      6.**  **Exhibits**




**Exhibit
                Number**
            **Exhibit
                Description**31.1
            Rule
                13a-14(a)/15d-14(a) Certification31.2
            Rule
                13a-14(a)/15d-14(a) Certification32
            Section
                1350 Certifications




13





**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.Date: August
              16, 2005
            By:
            /s/ Lawrence
              BursteinLawrence
              BursteinPresident
              and Treasurer (Principal Executive and Financial
              Officer)




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