U.S.SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

For TheQuarterly Period EndedSeptember 30, 2004

Commission file number: 0-50860

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

|                                                             |  |                                       |  |  |  |  |
|-------------------------------------------------------------|--|---------------------------------------|--|--|--|--|
| **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) hasfiled all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or forsuch shorter period that the Registrant was required to file suchreports), and (2) has been subject to such filing requirements for thepast 90 days.**

Yes               No   

Indicateby checkmark whether the registrant is an accelerated filer as definedin Rule  12b-2 of the Exchange Act.

Yes               No   

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

|                                                 |  |                                |           |        |  |  |
|-------------------------------------------------|--|--------------------------------|-----------|--------|--|--|
| Class                                           |  | Outstandingat October 31, 2004 |
| CommonStock, par value $0.0001 pershare         |  |                           | 287,510   |   |
| Class B Common Stock, parvalue $0.0001 pershare |  |                           | 1,495,000 |   |
|                                                 |

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PART I – FINANCIALINFORMATION

Item 1.    Financial Statements

TrinityPartners Acquisition Company Inc.Balance Sheet

September30,2004(Unaudited)

|                                                                                                                                                                                       |  |        |           |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|-----------|---------|--|--|
| **ASSETS**                                                                                                                                                                            |
| **CurrentAssets**                                                                                                                                                                     |  |
| Cash and cashequivalents                                                                                                                                                              |  | $      | 539,978   |    |
| Restrictedinvestment                                                                                                                                                                  |  |   | 7,570,662 |    |
| **Totalcurrentassets**                                                                                                                                                                |  |   | 8,110,640 |    |
| **Totalassets**                                                                                                                                                                       |  | $      | 8,110,640 |    |
| **LIABILITIESAND STOCKHOLDERS'EQUITY**                                                                                                                                                |
| **CurrentLiabilities**                                                                                                                                                                |  |
| Accounts payable and accruedexpenses                                                                                                                                                  |  | $      | 40,983    |    |
| **Totalcurrentliabilities**                                                                                                                                                           |  |   | 40,983    |    |
| CommonStock, subject to possible conversion to cash, 298,851 shares atconversionvalue                                                                                                 |  |   | 1,513,378 |    |
| **Commitmentsandcontingencies**                                                                                                                                                       |  |
| **Stockholders'Equity**                                                                                                                                                               |  |
| Preferred stock, par value $.0001per share, 5,000 shares authorized, no sharesissued                                                                                                  |  |   | —   |    |
| Common stock, par value$.0001 per share, 20,000,000 shares authorized, 287,600 shares issuedand outstanding                                                                           |  |   | 29        |    |
| Common stock, ClassB, par value $.0001 per share, 2,000,000 shares authorized, 1,196,149shares issued and outstanding (excluding 298,851 shares subject topossible conversion tocash) |  |   | 120       |    |
| Additional paid-incapital                                                                                                                                                             |  |   | 6,608,876 |    |
| Accumulateddeficit                                                                                                                                                                    |  |   | (54,442   | )  |
| Accumulated othercomprehensiveincome                                                                                                                                                  |  |   | 1,696     |    |
| **Totalstockholders'equity**                                                                                                                                                          |  |   | 6,556,279 |    |
| **Totalliabilities and stockholders'equity**                                                                                                                                          |  | $      | 8,110,640 |    |
|                                                                                                                                                                                       |

Seenotes to financial statements.

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Trinity Partners Acquisition CompanyInc.Statements ofOperations(Unaudited)

|                                                                    |  |                                              |           |                                                     |  |        |         |         |  |  |
|--------------------------------------------------------------------|--|----------------------------------------------|-----------|-----------------------------------------------------|--|--------|---------|---------|--|--|
|                                                               |  | Forthe three months ended September 30, 2004 |           | Frominception (April 14, 2004) to September 30,2004 |
| **Revenue**                                                        |  | $                                            | —   |                                                |  | $      | — |    |
| **Operatingexpenses**                                              |  |
| Formation and operatingcosts                                       |  |                                         | 55,703    |                                                |  |   | 74,498  |    |
| **Lossfromoperations**                                             |  |                                         | (55,703   | )                                              |  |   | (74,498 | )  |
| **Interestincome**                                                 |  |                                         | 20,056    |                                                |  |   | 20,056  |    |
| **Netloss**                                                        |  | $                                            | (35,647   | )                                              |  | $      | (54,442 | )  |
| **Weightedaverage number of shares outstanding:** Basic anddiluted |  |                                         | 1,123,850 |                                                |  |
| **Netloss per share, basic anddiluted**                            |  | $                                            | (0.03     | )                                              |  |
|                                                                    |

Seenotes to financial statements.

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Trinity PartnersAcquisition Company Inc.Statement of Stockholders'Equity

From inception (April 14, 2004) to September 30,2004(Unaudited)

|                                                                                                                                                                                                                                                 |  |             |         |                      |  |                          |                                             |                    |  |                                     |           |        |  |        |         |        |  |        |           |        |  |        |         |         |  |        |         |        |  |        |           |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|---------|----------------------|--|--------------------------|---------------------------------------------|--------------------|--|-------------------------------------|-----------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--------|-----------|---------|--|--|
|                                                                                                                                                                                                                                            |  | CommonStock |         | Common Stock, ClassB |  | AdditionalPaid-InCapital |                                             | AccumulatedDeficit |  | AccumulatedOtherComprehensiveIncome |           | Total  |
|                                                                                                                                                                                                                                            |  | Shares      |         | Amount               |  | Shares                   |                                             | Amount             |  |
| **Balance,April 14, 2004(inception)**                                                                                                                                                                                                           |  |        | — |                 |  | $                        |       — |               |  |                                | —   |   |  | $      | — |   |  | $      | —   |   |  | $      | — |    |  | $      | — |   |  | $      | —   |    |
| Issuanceof common stock forcash                                                                                                                                                                                                                 |  |        | 100     |                 |  |                     | —                                     |               |  |                                | —   |   |  |   | — |   |  |   | 500       |   |  |   | — |    |  |   | — |   |  |   | 500       |    |
| Issuanceof warrants forcash                                                                                                                                                                                                                     |  |        | — |                 |  |                     | —                                     |               |  |                                | —   |   |  |   | — |   |  |   | 36,250    |   |  |   | — |    |  |   | — |   |  |   | 36,250    |    |
| Saleof 143,750 Series A units and 747,500 Series B units through publicoffering, net of underwriter's discount and offeringexpenses and net proceeds allocable to 298,851 shares of CommonStock, Class B subject to possible conversion to cash |  |        | 287,500 |                 |  |                     | 29                                          |               |  |                                | 1,196,149 |   |  |   | 120     |   |  |   | 6,572,126 |   |  |   | — |    |  |   | — |   |  |   | 6,572,275 |    |
| Netloss for theperiod                                                                                                                                                                                                                           |  |        | — |                 |  |                     | —                                     |               |  |                                | —   |   |  |   | — |   |  |   | —   |   |  |   | (54,442 | )  |  |   | — |   |  |   | (54,442   | )  |
| Changein unrealized gain on available-for-salesecurities                                                                                                                                                                                        |  |        | — |                 |  |                     | —                                     |               |  |                                | —   |   |  |   | — |   |  |   | —   |   |  |   | — |    |  |   | 1,696   |   |  |   | 1,696     |    |
| Comprehensiveloss                                                                                                                                                                                                                               |  |        |    |                 |  |                     |                                        |               |  |                                |      |   |  |   |    |   |  |   |      |   |  |   |    |    |  |   |    |   |  |   | (52,746   | )  |
| **Balance,September 30,2004**                                                                                                                                                                                                                   |  |        | 287,600 |                 |  | $                        | 29                                          |               |  |                                | 1,196,149 |   |  | $      | 120     |   |  | $      | 6,608,876 |   |  | $      | (54,442 | )  |  | $      | 1,696   |   |  | $      | 6,556,279 |    |
|                                                                                                                                                                                                                                                 |

Seenotes to financial statements.

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Trinity Partners Acquisition CompanyInc.Statement of Cash Flows

From inception (April 14,2004) to September 30,2004(Unaudited)

|                                                                                                                                                     |  |        |            |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------------------------|--|--------|------------|---------|--|--|
| **CASHFLOWS FROM OPERATINGACTIVITIES**                                                                                                              |  |   |       |    |
| Netloss                                                                                                                                             |  | $      | (54,442    | )  |
| Adjustments toreconcile net loss to net cash used in operatingactivities:                                                                           |  |
| Amortization of discount onrestrictedinvestment                                                                                                     |  |   | (19,216    | )  |
| Changes inoperating assets andliabilities:                                                                                                          |  |   |       |    |
| Increase in accountspayable and accruedexpenses                                                                                                     |  |   | 40,983     |    |
| **Net cash usedin operatingactivities**                                                                                                             |  |   | (32,675    | )  |
| **CASHFLOWS FROM INVESTINGACTIVITIES**                                                                                                              |  |   |       |    |
| Cash contributed toTrust Fund                                                                                                                       |  |   | (7,549,750 | )  |
| **Net cashused in investingactivities**                                                                                                             |  |   | (7,549,750 | )  |
| **CASHFLOWS FROM FINANCINGACTIVITIES**                                                                                                              |  |
| Proceeds from salesof common stock and warrants                                                                                                     |  |   | 36,750     |    |
| Proceedsfrom notes payable tostockholders                                                                                                           |  |   | 46,000     |    |
| Repayments of notespayable to stockholders                                                                                                          |  |   | (46,000    | )  |
| Portion ofnet proceeds from sale of Series B Units through public offeringallocable to shares of Common Stock subject to possible conversion tocash |  |   | 1,509,198  |    |
| Net proceeds from sale ofunits through public offering allocable to stockholders'equity                                                             |  |   | 6,576,455  |    |
| **Netcash provided by financingactivities**                                                                                                         |  |   | 8,122,403  |    |
| **Netincrease in cash and cashequivalents**                                                                                                         |  |   | 539,978    |    |
| **Cash and cashequivalents at beginning ofperiod**                                                                                                  |  |   | —    |    |
| **Cash andcash equivalents at end ofperiod**                                                                                                        |  | $      | 539,978    |    |
|                                                                                                                                                     |

Seenotes to financial statements.

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Trinity PartnersAcquisition Company Inc.Notes to FinancialStatements

NOTE 1 – ORGANIZATION ANDACTIVITIES

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 (a"Business Combination").

As furtherdiscussed in Note 2, on July 29, 2004, the Company effected an initialpublic offering of its securities (the"Offering") which closed on August 4,2004.

Although substantially all of the proceeds of the Offeringare intended to be utilized to effect a Business Combination, theproceeds are not specifically designated for this purpose. The grossproceeds of $7,549,750 from the sale of the Company's Series BUnits in the Offering, plus any income earned thereon, are held in atrust fund (the "Trust Fund") until theearlier of the completion of a Business Combination or the distributionof such proceeds to holders of the Company's Class B commonstock. If a Business Combination is consummated, the conversion rightsafforded to the Class B stockholders may result in the conversion intocash of up to approximately 19.99% of the aggregate number ofClass B shares sold, as further described below. If a BusinessCombination is not consummated in 12 months, or in 18 months ifcontracted in 12 months but not consummated, subsequent to August 4,2004, all of the proceeds of the Trust Fund will be returned to Class Bstockholders.

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

The Company will not effect aBusiness Combination unless the fair market value of the target, asdetermined by the Board of Directors of the Company in its solediscretion, based upon valuation standards generally accepted by thefinancial community including, among others, book value, cash flow, andboth actual and potential earnings, is at least equal to 80% ofthe net assets of the Company at the time of such acquisition.

Furthermore, there is no assurance that the Company will be able tosuccessfully effect a Business Combination. As discussed previously, ifthe Company is unable to effect a Business Combination within, at thelatest, 18 months of the consummation of the Offering, theCompany's Certificate of Incorporation provides for theCompany's automatic liquidation. If the Company were to expendall of the net proceeds of the Offering not held in the Trust Fundprior to liquidation, but recognizing that such net proceeds couldbecome subject to the claims of creditors of the Company which could beprior to the claims of stockholders of the Company, it is possible thatthe Company's liquidation value may be less than the amount inthe Trust Fund, inclusive of any net interest income thereon. Moreover,all of the Company's initial stockholders have agreed to waivetheir respective rights to participate in any such liquidationdistribution on shares owned prior to the Offering.

At the timethe Company seeks Class B stockholder approval of any BusinessCombination, the Company will offer each Class B stockholder whoacquired 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, or $5.06 per share based on the value in the Trust Fund as ofSeptember 30, 2004. There will be no distribution from the Trust Fundwith respect to the warrants included in the Company's Series AUnits and Series B Units. A Series B stockholder may request conversionof his or her shares at any time prior to the vote taken with respectto a proposed Business Combination at a meeting held for that purpose,but such request will not be granted unless 

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such Class B stockholder votes against theBusiness Combination and the Business Combination is approved andconsummated. It is anticipated that the funds to be distributed toClass B stockholders who have their shares converted will bedistributed promptly after consummation of a Business Combination. AnyClass B stockholder who converts his or her stock into his or her shareof the Trust Fund still has the right to exercise the Company'sClass W Redeemable Warrants ("Class WWarrants") and Class Z Redeemable Warrants("Class Z Warrants") that was received aspart of the Series B units. The Company will not consummate anyBusiness Combination if 20% or more in interest of the Class Bstockholders exercise their conversion rights. Accordingly, theconversion value of $1,513,378 (298,851 shares, or 19.99% of theClass B shares sold in the public offering) has been included in theaccompanying balance sheet at September 30, 2004 as temporarycapital.

NOTE 2 – PUBLIC OFFERING OFSECURITIES

In its initial public offering, effectiveJuly 29, 2004 (closed on August 4, 2004), the Company sold to thepublic 143,750 Series A Units and 747,500 Series B Units at a price of$10.50 and $10.10 per unit, respectively, inclusive of an option issuedto the underwriters to purchase additional Series A Units and Series BUnits solely to cover over-allotments, which was exercised in full.Proceeds from the initial public offering, including the exercise ofthe over allotment option, totaled $8,085,653 which was net of $973,472in underwriting and other expenses. Each Series A Unit consists of twoshares of the Company's common stock, five Class W Warrants, andfive Class Z Warrants. Each Series B unit consists of two shares of theCompany's Class B common stock, one Class W Warrant, and oneClass Z Warrant.

Both the Company's common stock and ClassB common stock have one vote per share. However, the Class Bstockholders may, and the common stockholders may not, vote inconnection with a Business Combination. Further, should a businesscombination not be consummated during the target business acquisitionperiod, the Trust Fund would be distributed pro-rata to all of theClass B common stockholders and their Class B common shares would becancelled and returned to the status of authorized but unissued shares(Note 1).

Each Class W Warrant entitles the holder to purchasefrom 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 earlierof the completion of a Business Combination with a target business, orthe distribution of the Trust Fund to the Class B stockholders. TheClass W Warrants will expire on July 29, 2009 or earlier uponredemption. Each Class Z Warrant entitles the holder to purchase fromthe Company one share of common stock at an exercise price of $5.00,commencing on the later of (a) July 29, 2005 or (b) the earlier of thecompletion of a Business Combination with a target business, or thedistribution of the Trust Fund to the Class B stockholders. The Class ZWarrants will expire on July 29, 2011 or earlier upon redemption. TheCompany may redeem the outstanding Class W Warrants and/or Class ZWarrants with the prior consent of HCFP/Brenner Securities LLC("HCFP"), the representative of theunderwriters of the Offering, in whole and not in part, at a price of$.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 and $8.75 per share, for aClass W Warrant and Class Z Warrant, respectively, for any 20 tradingdays within a 30 trading day period ending three business days beforethe Company sent the notice of redemption.

As part of theOffering, the Company sold to HCFP, as representative for theunderwriters, for $100, an option (the"Underwriter's Purchase Option" or"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 in the Offering, except that the exercise priceof the warrants included in the units are $5.50 per share (110%of the exercise price of the warrants included in the units sold to thepublic) and the Class Z Warrants shall be exercisable by HCFP for aperiod of only five years from the date of the Offering. The UPO isexercisable at $17.325 per Series A Unit and $16.665 per Series B Unitcommencing on the later of (a) July 29, 2005 or (b) the earlier of thecompletion of a Business Combination with a target business, or thedistribution of the Trust Fund to the Class B stockholders, and expireson July 29, 2009.

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NOTE 3 – SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

**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.

**Restricted Investments** — Restricted investments consistof investments acquired, which were included in the Trust Fund, withmaturities exceeding three months but less than three years. Consistentwith Statement of Financial Accounting Standards (SFAS) No. 115,"Accounting for Certain Investments in Debt and EquitySecurities", the Company classifies all debt securitiesand all investments in equity securities that have readily determinablefair values as available-for-sale, as the sale of such securities maybe required prior to maturity to implement management strategies. Suchsecurities are reported at fair value, with unrealized gains or lossesexcluded from earnings and included in other comprehensive income, netof applicable taxes.

**Net Loss Per Share** — Net lossper share is computed based on the weighted average number of shares ofcommon 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 sharesof common stock and Class B common stock outstanding for the period.Diluted earnings per share reflects the potential dilution that couldoccur if securities or other contracts to issue common stock wereexercised or converted into common stock or resulted in the issuance ofcommon stock that then shared in the earnings of the entity. Since theeffect of outstanding warrants is antidilutive, they have been excludedfrom the Company's computation of net loss per share. Therefore,basic and diluted loss per share were the same for the three monthsended September 30, 2004.

**Fair Value of FinancialInstruments** — The fair values of the Company's assetsand liabilities that qualify as financial instruments under Statementof Financial Accounting Standards No. 107 approximate their carryingamounts presented in the balance sheet at September 30, 2004.

**Use of Estimates and Assumptions** — The preparation offinancial statements in accordance with accounting principles generallyaccepted in the United States of America requires management to makeestimates and assumptions that affect certain reported amounts ofassets and liabilities and disclosure of contingent assets andliabilities at the date of the financial statements and the reportedamounts of revenue and expenses during the reporting period. Actualresults can, and in many cases will, differ from those estimates.

**Income Taxes** — Deferred income tax assets andliabilities are computed for differences between the financialstatement and tax bases of assets and liabilities that will result infuture taxable or deductible amounts and are based on enacted tax lawsand rates applicable to the periods in which the differences areexpected to affect taxable income. Valuation allowances are establishedwhen necessary to reduce deferred income tax assets to the amountexpected to be realized.

**New Accounting Pronouncements**— The Company does not believe that any recently issued, but notyet effective, accounting standards if currently adopted would have amaterial effect on the accompanying balance sheet.

NOTE 4– CAPITAL STOCK

Preferred Stock

The Company is authorized to issue up to5,000 shares of Preferred Stock with such designations, voting, andother rights and preferences as may be determined from time to time bythe Board of Directors.

Common Stock and Class B CommonStock

The Company is authorized to issue 20,000,000 shares ofcommon stock and 2,000,000 shares of Class B common stock. As ofSeptember 30, 2004 there were 287,600 shares of the Company'scommon 

7

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stock issued and outstanding and 1,495,000shares of the Company's Class B common stock issued andoutstanding, including 298,851 Class B common shares subject topossible conversion to cash.

With the exercise of theover-allotment option (Note 2), subsequent to the Offering there are15,774,900 and 375,000 authorized but unissued shares of theCompany's common stock and the Company's Class B commonstock, respectively, available for future issuance, after appropriatereserves for the issuance of common stock in connection with the ClassW Warrants and Class Z Warrants, the Underwriter's PurchaseOption and the officers' and directors' Class W Warrantsand Class Z Warrants (Note 6).

The Company currently has nocommitments to issue any shares of common stock other than as describedherein; however, the Company will, in all likelihood, issue asubstantial number of additional shares in connection with a BusinessCombination. To the extent that additional shares of common stock areissued, dilution to the interests of the Company's stockholderswho participated in the Offering will occur.

Warrants

The Class W Warrants are callable, subject to adjustment in certaincircumstances, and entitle the holder to purchase shares at $5.00 pershare for a period commencing on the later of: (a) July 29, 2005 and(b) the earlier of the completion of the Business Combination ordistribution of the Trust Fund to the Class B stockholders, and endingJuly 29, 2009. As of September 30, 2004 there were 1,828,750 Class WWarrants outstanding.

The Class Z Warrants are callable, subjectto adjustment in certain circumstances, and entitle the holder topurchase shares at $5.00 per share for a period commencing on the laterof: (a) July 29, 2005 and (b) the earlier of the completion of theBusiness Combination or distribution of the Trust Fund to the Class Bstockholders, and ending July 29, 2011. As of September 30, 2004 therewere 1,828,750 Class Z Warrants outstanding.

NOTE 5– INCOME TAXES

Significant components of theCompany's deferred tax assets at September 30, 2004 are asfollows:

|                                 |  |        |         |         |  |  |
|---------------------------------|--|--------|---------|---------|--|--|
| Netoperating losscarryforward   |  | $      | 15,400  |    |
| Organization andformation costs |  |   | 6,400   |    |
| Less valuationallowance         |  |   | (21,800 | )  |
| Netdeferred taxasset            |  | $      | — |    |
|                                 |

TheCompany has a net operating loss carryforward of approximately $46,000for federal and state income tax purposes as of September 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 carryforwardperiod 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 carry-forwardperiod, which runs through 2024.

NOTE 6 – RELATEDPARTY 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") which was issued90,000 Class W Warrants and 90,000 Class Z Warrants in April 2004.Beginning July 29, 2004, commensurate with the increase in activitiesprimarily related to the Offering, the Company commenced paying Unity amonthly fee of $4,000 for general and administrative services,including the use of office space in premises occupied by Unity. InOctober 2004, Unity distributed all but 7,501 of its Class W Warrantsand 7,501 of its Class Z Warrants to its stockholders, including Mr.Burstein.

Prior to the effective date of the Offering, theCompany obtained advances totaling approximately $46,000 in the form ofnon-interest bearing, unsecured notes payable from its Chairman andPresident, for expenses related to the Offering. As of September 30,2004 such amounts have been fully repaid.

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In April 2004, the Company issued to Mr.Burstein, Unity, James Scibelli, a stockholder and the Company'sChairman and Secretary, and Daniel Buckel and Theodore Kesten,directors, Class W Warrants to purchase 362,500 shares of theCompany's common stock, and Class Z Warrants to purchase 362,500shares of the Company's common stock, for an aggregate purchaseprice of $36,250.

Item 2.    Management's Discussionand Analysis of Financial Condition and Results ofOperations

The following discussionshould be read in conjunction with our financial statements andfootnotes thereto contained in this report.

We were incorporatedin April 2004 to serve as a vehicle to effect a business combinationwith an 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 2 of the financial statements included in Part I,Item 1 of this Form 10-Q.

For the three months ended September30, 2004 and the period from inception (April 14, 2004) throughSeptember 30, 2004, we had a net loss of $35,647 and $54,442,respectively, attributable to organization, formation and general andadministrative expenses.

We believe that we have sufficientavailable funds to complete our efforts to effect a businesscombination with an operating business.

We are obligated, havingcommenced July 29, 2004, to pay to Unity Venture Capital Associates,Ltd., an affiliate of Lawrence Burstein, a stockholder, director andour President and Treasurer, a monthly fee of $4,000 for general andadministrative services. Additionally, in April 2004, we issued anaggregate of $46,000 of non-interest bearing, unsecured notes payableto Mr. Burstein and to James Scibelli, a stockholder and our Chairmanand Secretary. Such notes were repaid out of the proceeds of ourinitial public offering on August 4, 2004 and retired.

ForwardLooking Statements

The statements discussed in this reportinclude forward looking statements that involve risks anduncertainties. You can identify these statements by forward-lookingwords such as "may,""will," "expect,""anticipate,""believe,""estimate,""plans," and"continue" or similar words. You should readstatements that contain these words carefully because they discuss ourfuture expectations, contain projections of our future results ofoperations or of our financial condition or state other"forward-looking" information.

Webelieve it is important to communicate our expectations to ourinvestors. However, there may be events in the future that we are notable to accurately predict or over which we have no control. Thecautionary language in this quarterly report provide examples of risks,uncertainties and events that may cause our actual results to differmaterially from the expectations we describe in our forward-lookingstatements. You should be aware that the occurrence or non-occurrenceof events described in this quarterly report or detailed from time totime in our filings with the Securities and Exchange Commission, couldhave a material adverse effect on our business, operating results andfinancial condition, including our ability to successfully consummate abusiness combination.

Item 4.    Controls and Procedures

Our management 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 September 30, 2004.Based upon that evaluation, Mr. Burstein concluded that our disclosurecontrols and procedures were effective to ensure that informationrequired to be disclosed by us in reports that we file or submit underthe Securities Exchange Act of 1934 is recorded, processed, summarizedand reported, within the time periods specified in the rules and formsof the Securities and Exchange Commission.

There has not beenany change in our internal control over financial reporting inconnection with the evaluation required by Rule 13a-15(d) under theExchange Act that occurred during the three months ended September 30,2004 that has materially affected, or is reasonably likely tomaterially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item6.    Exhibits

|                      |
|----------------------|
|                      |  |  |  |  |  |  |
| ExhibitNumber        |  | ExhibitDescription |
| 31.1                 |  | Rule13a-14(a)/15d-14(a) Certification |
| 31.2                 |  | Rule13a-14(a)/15d-14(a)Certification |
| 32    |  | Section 1350Certifications |
|                      |

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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 COMPANYINC. |
|--|------------------------------------------|

By:  /s/ LawrenceBurstein

|  | LawrenceBursteinPresident and Treasurer(Principal Executive andFinancial Officer) |
|--|-----------------------------------------------------------------------------------|

Date: November 15, 2004

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