U.S.SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For The Quarterly Period EndedJune 30, 2004

Commission file number: 0-50860

**TRINITY PARTNERS ACQUISITION COMPANYINC.**(Exact Name of Registrant as Specified in its Charter)

|                                                             |  |                                       |  |  |  |  |
|-------------------------------------------------------------|--|---------------------------------------|--|--|--|--|
| Delaware                                                    |  | 20-1025065                            |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. EmployerIdentificationNumber) |
|                                                             |

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

**(212)696-4282**(Registrant's Telephone Number, Including AreaCode)

**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 filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.**

**Yes                  No**

**Indicate bycheckmark whether the registrant is an accelerated filer as defined inRule  12b-2 of the Exchange Act.**

**Yes                  No**

**Indicate the number of shares outstanding of each of theissuer's classes of common stock, as of the latest practicabledate.**

|                                                 |  |                                 |           |        |  |  |
|-------------------------------------------------|--|---------------------------------|-----------|--------|--|--|
| Class                                           |  | OutstandingatSeptember 10, 2004 |
| Common Stock, par value$0.0001 per share        |  |                            | 287,510   |   |
| Class B CommonStock, par value $0.0001 pershare |  |                            | 1,495,000 |   |
|                                                 |

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PART I — FINANCIALINFORMATION

Item 1.    Financial Statements

TrinityPartners Acquisition Company Inc. BalanceSheet

June 30, 2004(Unaudited)

|                                                                                                      |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------|--|--------|---------|---------|--|--|
| **ASSETS**                                                                                           |  |   |    |    |
| **CurrentAssets**                                                                                    |  |   |    |    |
| Cash and cashequivalents                                                                             |  | $      | 33,495  |    |
| Totalcurrent assets                                                                                  |  |   | 33,495  |    |
| **Deferredregistrationcosts**                                                                        |  |   | 78,611  |    |
| **TotalAssets**                                                                                      |  | $      | 112,106 |    |
|                                                                                                 |  |   |    |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY**                                                               |  |   |    |    |
| **CurrentLiabilities**                                                                               |  |   |    |    |
| Accounts payable andaccrued expenses                                                                 |  | $      | 48,150  |    |
| Notespayable tostockholders                                                                          |  |   | 46,000  |    |
| Totalcurrentliabilities                                                                              |  |   | 94,150  |    |
|                                                                                                 |  |
| **CommitmentsandContingencies**                                                                      |  |   |    |    |
| **Stockholders'Equity**                                                                              |  |   |    |    |
| Preferred stock, par value$.0001 per share,5,000 shares authorized, no sharesissued                  |  |   | — |    |
| Common stock, par value$.0001 per share,20,000,000 shares authorized, 100sharesissued andoutstanding |  |   | — |    |
| Common stock, Class B,par value $.0001 per share,2,000,000 shares authorized, no sharesissued        |  |   | — |    |
| Additionalpaid-in-capital                                                                            |  |   | 36,750  |    |
| Accumulateddeficit                                                                                   |  |   | (18,794 | )  |
| **Totalstockholders'equity**                                                                         |  |   | 17,956  |    |
| **TotalLiabilities and Stockholders'Equity**                                                         |  | $      | 112,106 |    |
|                                                                                                      |

SeeNotes to Financial Statements

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Trinity Partners Acquisition CompanyInc. Statement of Operations

From inception (April14, 2004) to June 30, 2004(Unaudited)

|                                                                   |  |        |         |         |  |  |
|-------------------------------------------------------------------|--|--------|---------|---------|--|--|
| **Revenue**                                                       |  | $      | — |    |
| **OperatingExpenses**                                             |  |   |    |    |
| Formation and operatingcosts                                      |  |   | 18,794  |    |
| **NetLoss**                                                       |  | $      | (18,794 | )  |
| **Weightedaverage number of shares outstanding,**basic anddiluted |  |   | 100     |    |
| **Net loss pershare,** basic and diluted                          |  | $      | (187.94 | )  |
|                                                                   |

See Notes to FinancialStatements

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Trinity Partners Acquisition CompanyInc. Statement of Stockholders' Equity

Frominception (April 14, 2004) to June 30, 2004(Unaudited)

|                                    |  |             |         |                          |  |                    |         |        |  |        |         |        |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|------------------------------------|--|-------------|---------|--------------------------|--|--------------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                               |  | CommonStock |         | AdditionalPaid-InCapital |  | AccumulatedDeficit |         | Total  |  |        |
|                               |  | Shares      |         | Amount                   |  |
| Balance,April 14, 2004 (inception) |  |        | — |                     |  | $                  | — |   |  | $      | — |   |  | $      | — |    |  | $      | — |    |  |
| Commonstock issued forcash         |  |        | 100     |                     |  |               | — |   |  |   | 500     |   |  |   | — |    |  |   | 500     |    |  |
| Warrantsissued forcash             |  |        | — |                     |  |               | — |   |  |   | 36,250  |   |  |   | — |    |  |   | 36,250  |    |  |
| Netloss                            |  |        | — |                     |  |               | — |   |  |   | — |   |  |   | (18,794 | )  |  |   | (18,794 | )  |  |
| Balance,June 30, 2004              |  |        | 100     |                     |  | $                  | — |   |  | $      | 36,750  |   |  | $      | (18,794 | )  |  | $      | 17,956  |    |  |
|                                    |

SeeNotes to Financial Statements

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Trinity Partners Acquisition CompanyInc. Statement of Cash Flows

From inception (April14, 2004) to June 30, 2004(Unaudited)

|                                                                                             |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------|--|--------|---------|---------|--|--|
| **OPERATINGACTIVITIES**                                                                     |  |
| **NetLoss**                                                                                 |  | $      | (18,794 | )  |
| Adjustments toreconcile net loss to net cash provided by operatingactivities:               |  |
| Changes in operating assets andliabilities:Increase in accounts payable and accruedexpenses |  |   | 48,150  |    |
| **Net cashprovided by operatingactivities**                                                 |  |   | 29,356  |    |
| **FINANCINGACTIVITIES**                                                                     |  |
| Proceeds from sales ofstock                                                                 |  |   | 500     |    |
| Proceeds from sales ofwarrants                                                              |  |   | 36,250  |    |
| Proceeds from notespayable tostockholders                                                   |  |   | 46,000  |    |
| Deferredregistration costs                                                                  |  |   | (78,611 | )  |
| **Netcash provided by financingactivities**                                                 |  |   | 4,139   |    |
| **Netincrease in cash and cashequivalents**                                                 |  |   | 33,495  |    |
| Cash and cashequivalents, beginning ofperiod                                                |  |   | — |    |
| Cash and cashequivalents, end ofperiod                                                      |  | $      | 33,495  |    |
|                                                                                             |

See Notes toFinancial Statements

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Trinity PartnersAcquisition Company Inc.Notes to Financial Statements

NOTE 1 — ORGANIZATION AND ACTIVITIES

Trinity PartnersAcquisition Company, Inc. (the "Company") wasincorporated in Delaware on April 14, 2004 as a blank check companywhose objective is to raise money and acquire an operating business.All activity from inception (April 14, 2004) through June 30, 2004relates to the Company's formation and capital raisingactivities.

On July 29, 2004, the Company effected its initialpublic offering of securities (the"Offering"), generating net proceeds ofapproximately $8.1 million (see Note 8). Substantially all of suchproceeds are intended to be applied generally toward consummating amerger with or acquisition of an operating business (a"Business Combination") which is believed tohave significant growth potential. Pending such a Business Combination,substantially all of the proceeds of the Offering will be held in trust(the "Trust Fund"), to be distributed to theholders of the Company's Class B common stock if the Company doesnot effect a Business Combination within 12 months after consummationof the Offering (or within 18 months from the consummation of theOffering if a letter of intent, agreement in principal or definitiveagreement has been executed within 12 months after consummation of theOffering and the Business Combination has not been consummated withinsuch 12 month period) (the "Target Business AcquisitionPeriod"). Both of the Company's initial stockholdershave agreed to waive their respective rights to participate in any suchdistribution on shares owned prior to the Offering.

Holders ofboth the Company's common stock and the Class B common stock haveone vote per share. However, the Class B stockholders may, and thecommon stockholders may not, vote in connection with a BusinessCombination. Further, should a Business Combination not be consummatedduring the Target Business Acquisition Period, the Trust Fund would bedistributed pro-rata to all of the Class B stockholders and their ClassB common shares would be cancelled and returned to the status ofauthorized but unissued shares.

The Company, after signing adefinitive agreement for a Business Combination, is obliged to submitsuch transaction for approval by a majority of the Class B stockholdersof the Company. Class B stockholders that vote against such proposedBusiness Combination are, under certain conditions, entitled to converttheir shares into a pro-rata distribution from the Trust Fund (the"Conversion Right"). In the event thatholders of a majority of the outstanding shares of Class B common stockvote for the approval of the Business Combination and holders owning20% or more of the outstanding Class B common stock do notexercise their Conversion Rights, the Business Combination may then beconsummated. Upon completion of such Business Combination and thepayment to any Class B stockholder exercising their Conversion Rights(and related cancellation of Class B common stock), the remainingshares of Class B common stock would be converted to common stock.

At the time the Company seeks Class B stockholder approval of anyBusiness Combination, the Company will offer each Class B stockholderwho acquired Class B shares through the Offering or subsequently in theafter-market the right to have his or her shares of the Company'sClass B common stock converted to cash if such Class B stockholdervotes against the Business Combination and the Business Combination isapproved and completed. The holders of the Company's common stockare not entitled to seek conversion of their shares. The actualper-share conversion price will be equal to the amount in the TrustFund (inclusive of any interest thereon) as of the record date fordetermination of Class B stockholders entitled to vote on such BusinessCombination, divided by the number of Class B shares sold in theOffering. Without taking into account interest, if any, earned on theTrust Fund, the per-share conversion price would be $5.05. There willbe no distribution from the Trust Fund with respect to the warrantsincluded in the Series A Units (defined in Note 8 below) and Series BUnits (defined in Note 8 below). A Class B stockholder may requestconversion of his or her shares at any time prior to the vote takenwith respect to a proposed Business Combination at a meeting held forthat purpose, but such request will not be granted unless such Class Bstockholder votes against the Business Combination and the BusinessCombination is approved and consummated. 

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It is anticipated that the funds to bedistributed to Class B stockholders who have their shares convertedwill be distributed promptly after consummation of a BusinessCombination. Any Class B stockholder who converts his or her stock intohis or her share of the Trust Fund still has the right to exercise theClass  W Warrants (defined in Note  6 below) andClass  Z Warrants (defined in Note  6 below) that wasreceived as part of the Series B Units. The Company will not consummateany Business Combination if 20% or more of the Class Bstockholders exercise their conversion rights.

NOTE 2 —SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

**Interim FinancialStatements** — The accompanying unaudited financial statementshave been prepared pursuant to the rules and regulations of theSecurities and Exchange Commission ("SEC").Certain information and footnote disclosures normally included infinancial statements prepared in accordance with accounting principlesgenerally accepted in the United States of America have been omittedpursuant to such rules and regulations. However, the Company believesthat the disclosures are adequate to make the information presented notmisleading. The financial statements reflect all adjustments(consisting only of normal recurring adjustments) that are, in theopinion of management, necessary for a fair presentation of theCompany's financial position and results of operations. Theoperating results for the period ended June 30, 2004 are notnecessarily indicative of the results to be expected for any otherinterim period of any future year.

**Cash and CashEquivalents** — Included in cash and cash equivalents aredeposits with financial institutions as well as short-term money marketinstruments with maturities of three months or less when purchased.

**Net Loss Per Share** — Net loss per share is computedbased on the weighted average number of shares of common stock andClass B common stock outstanding.

Basic earnings (loss) pershare excludes dilution and is computed by dividing income (loss)available to common stockholders by the weighted average common sharesoutstanding for the year. Diluted earnings per share reflects thepotential dilution that could occur if securities or other contracts toissue common stock were exercised or converted into common stock orresulted in the issuance of common stock that then shared in theearnings of the entity. Since the effect of outstanding warrants topurchase 725,000 shares of common stock is antidilutive, they have beenexcluded from the Company's computation of net loss per share.Therefore, basic and diluted loss per share were the same for theperiod from inception (April 14, 2004) through June 30, 2004.

**Fair Value of Financial Instruments** — The fair valuesof the Company's assets and liabilities that qualify as financialinstruments under Statement of Financial Accounting Standards("SFAS") No. 107 approximate their carryingamounts presented in the balance sheet at June 30, 2004.

**Useof Estimates and Assumptions** — The preparation of financialstatements in accordance with accounting principles generally acceptedin the United States of America requires management to make estimatesand assumptions that affect certain reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at thedate of the financial statements and the reported amounts of revenueand expenses during the reporting period. Actual results can, and inmany cases will, differ from those estimates.

**IncomeTaxes** — Deferred income tax assets and liabilities arecomputed for differences between the financial statement and tax basesof assets and liabilities that will result in future taxable ordeductible amounts and are based on enacted tax laws and ratesapplicable to the periods in which the differences are expected toeffect taxable income. Valuation allowances are established whennecessary to reduce deferred income tax assets to the amount expectedto be realized.

**New Accounting Pronouncements** — TheCompany does not believe that any recently issued, but not yeteffective, accounting standards if currently adopted would have amaterial effect on the accompanying financial statements.

NOTE3 — NOTES PAYABLE TO STOCKHOLDERS

In April 2004, theCompany issued an aggregate of $46,000 of non-interest bearing,unsecured notes payable to its two stockholders. Such notes were repaidout of the proceeds of the Offering (see Note 8).

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NOTE 4 — INCOME TAXES

Significant components of the Company's deferred tax assets asof June 30, 2004 are as follows:

|                                  |  |        |         |         |  |  |
|----------------------------------|--|--------|---------|---------|--|--|
| Netoperating loss carryforward   |  | $      | 1,200   |    |
| Organization and formation costs |  |   | 6,300   |    |
| Less valuation allowance         |  |   | (7,500  | )  |
| Net deferred taxasset            |  | $      | — |    |
|                                  |

TheCompany has a net operating loss carryforward of approximately $3,000for federal and state income tax purposes as of June 30, 2004. TheCompany has recorded a full valuation allowance against its deferredtax assets as management believes it is not more likely than not thatsufficient taxable income will be realized during the carry-forwardperiod to utilize the deferred tax asset. Realization of the future taxbenefits is dependent upon many factors, including the Company'sability to generate taxable income within the loss carryforward period,which runs through 2024.

NOTE 5 — CAPITAL STOCK

**Common Stock and Class B Common Stock** — The Company isauthorized to issue 20,000,000 shares of common stock and 2,000,000shares of Class B common stock (see Note 8).

**PreferredStock** — The Company is authorized to issue up to 5,000 sharesof Preferred Stock with such designations, voting, and other rights andpreferences as may be determined from time to time by the Board ofDirectors.

NOTE 6 — WARRANTS

As of June 30, 2004,the Company had outstanding 362,500 Class W Redeemable Warrants (the"Class W Warrants") and 362,500 Class ZRedeemable Warrants (the "Class ZWarrants").

Each Class  W Warrant entitlesthe holder to purchase from the Company one share of common stock at anexercise price of $5.00, commencing on the later of (a) July 29, 2005or (b) the earlier of the completion of a Business Combination with atarget business, or the distribution of the Trust Fund to the Class Bstockholders. The Class  W Warrants will expire on July 29, 2009or earlier upon redemption. Each Class  Z Warrant entitles theholder to purchase from the Company one share of common stock at anexercise price of $5.00, commencing on the later of (a) July 29**,**2005 or (b) the earlier of the completion of a Business Combinationwith a target business, or the distribution of the Trust Fund to theClass B stockholders. The Class  Z Warrants will expire on July29, 2011 or earlier upon redemption.

The Company may redeem theoutstanding Class  W Warrants and/or Class  Z Warrants withthe prior consent of HCFP/Brenner Securities LLC("HCFP"), the representative of theunderwriters 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 commonstock equals or exceeds $7.50 per share (for a Class  W Warrant)and $8.75 per share (for a Class  Z Warrant), for any 20 tradingdays within a 30 trading day period ending three business days beforethe Company sent the notice of redemption.

NOTE 7 —RELATED PARTY TRANSACTIONS

Lawrence Burstein, a stockholder,director and the Company's President and Treasurer, is aprincipal stockholder, officer and director of Unity Venture CapitalAssociates, Ltd. ("Unity"). Upon completionof the Offering, the Company commenced paying to Unity a monthly fee of$4,000 for general and administrative services, including the use ofoffice space in premises occupied by Unity.

In April 2004, theCompany issued to Lawrence Burstein, Unity, James Scibelli, astockholder and the Company's Chairman and Secretary, and DavidBuckel and Theodore Kesten, directors, Class  W 

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warrants to purchase an aggregate of 362,500shares of the Company's common stock and Class  Z warrantsto purchase an aggregate of 362,500 shares of the Company'scommon stock, for an aggregate purchase price of $36,250.

NOTE8 — SUBSEQUENT EVENT — INITIAL PUBLIC OFFERING OFSECURITIES

In its initial public offering, effective July 29,2004 (closed on August 4, 2004), the Company sold to the public 143,750Series 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 over allotment optionissued to the underwriters to purchase additional Series A Units andSeries B Units, which was exercised in full. Proceeds from the initialpublic offering, including the exercise of the over allotment option,totaled $8,084,540, net of $974,585 in underwriting and other expenses.Each Series A Unit consists of two shares of the Company's commonstock, five Class  W Warrants, and five Class  Z Warrants.Each Series B unit consists of two shares of the Company's ClassB common stock, one Class  W Warrant, and one Class  ZWarrant.

As part of the Offering, the Company sold to HCFP, asrepresentative for the underwriters, for $100, an option (the"UPO") to purchase up to a total of 12,500additional Series A Units and/or 65,000 additional Series B Units. TheSeries A Units and Series B Units issuable upon exercise of this optionare identical to those issued in the Offering, except that the exerciseprice of the warrants included in the units are $5.50 per share(110% of the exercise price of the warrants included in theunits sold to the public) and the Class  Z Warrants shall beexercisable by HCFP for a period of only five years from the date ofthe 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, 2005or (b) the earlier of the completion of a business combination with atarget business, or the distribution of the Trust Fund to the Class Bstockholders, and expires on July 29, 2009.

Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

We were incorporated inApril 2004 to serve as a vehicle to effect a business combination withan operating business. On August  4, 2004, we completed ourinitial public offering of 143,750 Series  A Units and 747,500Series  B Units, including 18,750 Series  A Units and97,500 Series  B Units issued upon exercise of theunderwriters' over allotment option. Each Series A Unit consistsof two shares of our common stock, five Class  W Warrants andfive Class  Z Warrants and each Series B Unit consists of twoshares of our Class B Common Stock, one Class  W Warrant and oneClass  Z Warrant. Each Class  W Warrant and Class  ZWarrant entitles the holder to purchase one share of our common stockat a price of $5.00.

For a description of the proceeds generatedin the offering and a discussion of the use of such proceeds, we referyou to Notes 1 and 8 of the financial statements included in Part I,Item 1 of this Form 10-Q and Part II, Item 2 of this Form 10-Q.

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 believethat we have sufficient available funds to complete our efforts toeffect a business combination with an operating business.

We areobligated, commencing July 29, 2004, to pay to Unity Venture CapitalAssociates, Ltd., an affiliate of Lawrence Burstein, a stockholder,director and our President and Treasurer, a monthly fee of $4,000 forgeneral and administrative services. Additionally, in April 2004, weissued an aggregate of $46,000 of non-interest bearing, unsecured notespayable to Mr. Burstein and to James Scibelli, a stockholder and ourChairman and Secretary, which were outstanding as of June 30, 2004.Such notes were repaid out of the proceeds of our initial publicoffering.

Item 4.    Controls and Procedures

Ourmanagement carried out an evaluation, with the participation ofLawrence Burstein, our principal executive officer and principalfinancial officer, of the effectiveness of our disclosure controls

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and procedures as of June 30, 2004. Based uponthat evaluation, Mr. Burstein concluded that our disclosure controlsand procedures were effective to ensure that information required to bedisclosed by us in reports that we file or submit under the SecuritiesExchange Act of 1934 is recorded, processed, summarized and reported,within the time periods specified in the rules and forms of theSecurities and Exchange Commission.

There has not been anychange in our internal control over financial reporting in connectionwith the evaluation required by Rule 13a-15(d) under the Exchange Actthat occurred during the period from inception (April 14, 2004) throughJune 30, 2004 that has materially affected, or is reasonably likely tomaterially affect, our internal control over financialreporting.

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PART II — OTHER INFORMATION

Item 2.    Changes in Securities, Use of Proceeds and IssuerPurchases of Equity Securities

Recent Sales of UnregisteredSecurities

In connection with our formation, we issued in May2004: (i) 50 shares of our common stock to each of Lawrence Bursteinand James Scibelli, at a purchase price of $5.00 per share; (ii) anaggregate of 170,000 Class  W Warrants and 170,000 Class  ZWarrants to Mr. Burstein and Unity, at a purchase price of $0.05 perwarrant; (iii) 170,000 Class  W Warrants and 170,000 ClassZ Warrants to Mr. Scibelli, at a purchase price of $0.05 per warrant;and (iv) 11,250 Class  W Warrants and 11,250 Class  ZWarrants to each of David Buckel and Theodore Kesten, each a member ofour Board of Directors, at a purchase price of $0.05 per warrant. Allof such persons are accredited investors as defined by Rule 501 underthe Securities Act of 1933.

The offer and sale of the commonstock, the Class  W Warrants and the Class  Z Warrants werenot registered under the Securities Act of 1933 because the offer andsale were made in reliance on the exemption provided by Section 4(2) ofthe Securities Act of 1933 and Rule 506 thereunder for transactions byan issuer not involving a public offering.

Use of Proceeds

The effective date of our registration statement, filed on Form S-1under the Securities Act of 1933 (File Nos. 333-115319) relating to theinitial public offering of our Series A Units, Series B Units, commonstock, Class B common stock, Class  W Warrants and Class  ZWarrants, was July 29, 2004. A total of 143,750 Series A Units and747,500 Series B Units were registered and sold. The managingunderwriter for the public offering was HCFP/Brenner SecuritiesLLC.

The offering commenced on July 29, 2004 and closed onAugust 4, 2004. The Series  A Units were sold at an offeringprice of $10.50 per unit and the Series  B Units were sold at anoffering price of $10.10 per unit. The aggregate offering price was$9,059,125. We incurred approximately $974,000 of underwritingdiscounts and expenses in connection with the offering. Our netproceeds totaled $8,084,540. Of such net proceeds, $7,549,750 are heldin a trust fund maintained by American Stock Transfer & TrustCompany, as trustee. We will use the net proceeds held in trust toenter into a business combination with an operating company. Such fundswill not be released from the trust fund until the earlier of thecompletion of a business combination or the distribution of theproceeds to our Class B shareholders. The proceeds held in the trustfund may be used as consideration to pay the sellers of a targetbusiness with which we ultimately complete a business combination. Anyamounts not paid as consideration to the sellers of the target businessmay be used to finance operations of the target business or to effectother acquisitions, as determined by our board of directors at thattime. The remaining net proceeds of $534,790 are not held in the trustfund and will be used to pay expenses which we may incur related to theinvestigation and selection of a target business and the negotiation ofan agreement to acquire a target business, as well as for generalworking capital.

Item 6.    Exhibits and Reports on Form8-K

(a)    Exhibits.

|             |  |                                       |  |  |  |  |
|-------------|--|---------------------------------------|--|--|--|--|
| Exhibit No. |  | ExhibitDescription                    |
| 31.1        |  | Rule13a-14(a)/15d-14(a) Certification |
| 31.2        |  | Rule13a-14(a)/15d-14(a) Certification |
| 32          |  | Section1350 Certifications            |
|             |

(b)    Reports on Form8-K.

None.

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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 behalfby the undersigned thereunto duly authorized.

|  | TRINITY PARTNERS ACQUISITION COMPANY INC. |
|--|-------------------------------------------|

|  |           |                                                                                                        |
|--|-----------|--------------------------------------------------------------------------------------------------------|
|  | By:  | /s/ LawrenceBursteinLawrence BursteinPresident andTreasurer(Principal Executive and Financial Officer) |

Date: September 13, 2004

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