SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

Form 10-KSB

|X|ANNUAL REPORT UNDER SECTION 13 OR 15(d)
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2003

|_|TRANSITION REPORT UNDER SECTION 13 OR 15(d) 
  OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________
  .

Commission file number: 000-26651

Trinity3 Corporation(Name of small business issuer in its charter)

|Delaware                                 | 65-0884085         
|---------------------------------------- | -------------------
|(State or other jurisdiction of          | (I.R.S. Employer   
|incorporation or organization)           | Identification No.)
|                                         |                    
|1920 Main Street, Suite 980              |                    
|Irvine, California                       | 92614              
|(Address of principal executive offices) | (Zip Code)         

Issuers telephone number (949) 910-2383

Securities registered under Section 12(g) of the Exchange Act:

Common stock, par value $0.0001(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13
  or 15(d) of the Exchange Act during the past 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 |_|.

Check if there is no disclosure of delinquent filers pursuant to Item 405 of Regulation
  S-B is not contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or
  information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. |_|

State issuers revenues for its most recent fiscal year. The issuers
  revenues for the year ended December 31, 2003 were $20,000.

State the aggregate market value of voting and non-voting common equity held by
  non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked prices of such common
  equity, as of a specified date within the past 60 days. (See definition of affiliate in rule 12b-2 of the Exchange Act.) $378,573, based
  on the closing bid price of $0.10 for our common stock on March 11, 2004.

State the number of shares outstanding of each of the issuers classes of
  common stock, as of the latest practicable date. As of March 11, 2004, there were 11,385,878 shares of common stock, par value $0.0001,
  issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference, briefly describe
  them and identify the part of the form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual
  report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to rule 424(b) or (c) of the
  Securities Act of 1933 (Securities Act). The listed documents should be clearly described for identification purposes (e.g.,
  annual report to security holders for fiscal year ended December 24, 1990). None.

Transitional Small Business Disclosure Format (check one):

Yes |_|   No |X|

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Trinity3 Corporation

TABLE OF CONTENTS

|PART I                                                                                                                                                      | 3 
|----------------------------------------------------------------------------------------------------------------------------------------------------------- | --
|                                                                                                                                                            |   
|ITEM 1  DESCRIPTION OF BUSINESS                                                                                                                            | 3 
|ITEM 2  DESCRIPTION OF PROPERTY                                                                                                                            | 5 
|ITEM 3  LEGAL PROCEEDINGS                                                                                                                                  | 5 
|ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
      HOLDERS                                                                                          | 6 
|                                                                                                                                                            |   
|PART II                                                                                                                                                     | 7 
|                                                                                                                                                            |   
|ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS                                                                                     | 7 
|ITEM 6  MANAGEMENTS DISCUSSION AND ANALYSIS OR
      PLAN OF OPERATION                                                                                    | 10
|ITEM 7  FINANCIAL STATEMENTS                                                                                                                               | 16
|ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
      ON ACCOUNTING
                       AND FINANCIAL DISCLOSURE                                  |   
|ITEM 8A  DISCLOSURE CONTROLS AND PROCEDURES                                                                                                                | 16
|                                                                                                                                                            |   
|PART III                                                                                                                                                    | 17
|                                                                                                                                                            |   
|ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND
      CONTROL PERSONS;
                       COMPLIANCE WITH SECTION 16(a)
      OF THE EXCHANGE ACT | 17
|ITEM 10  EXECUTIVE COMPENSATION                                                                                                                            | 18
|ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
                         AND MANAGEMENT                                                           | 19
|ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                                                                    | 20
|ITEM 13  EXHIBITS AND REPORTS ON FORM 8-K                                                                                                                  | 21
|ITEM 14  CONTROLS AND PROCEDURES                                                                                                                           | 22
|ITEM 15  PRINCIPAL ACCOUNTANT FEES
      AND SERVICES                                                                                                      | 22

2

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PART I

This Annual Report includes forward looking statements within the meaning of the Securities Exchange Act of 1934 (the Exchange
  Act). These statements are based on management's beliefs and assumptions, and on information currently available to management.
  Forward looking statements include the information concerning possible or assumed future results of operations of the Company set forth
  under the heading Management's Discussion and Analysis of Financial Condition or Plan of Operation. Forward looking statements
  also include statements in which words such as expect, anticipate, intend, plan,
  believe, estimate, consider or similar expressions are used.

Forward looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's
  future results and shareholder values may differ materially from those expressed in these forward looking statements. Readers are cautioned
  not to put undue reliance on any forward looking statements.

ITEM 1  DESCRIPTION OF BUSINESS

Organizational History

We are a holding company, originally incorporated
  as Arngre, Inc. in the State of Florida on August 23, 1988. On March 26, 1999 we changed our name to Silver King Resources, Inc., and
  on June 24, 1999, we reincorporated by merging into a Delaware corporation known as Silver King Resources (Delaware), Inc. Effective
  at the time of the reincorporation, we changed our name to Silver King Resources, Inc.

On July 17, 2000, in connection
  with an Agreement and Plan of Merger dated March 21, 2000, we changed our name to eNexi Holdings, Inc. Later, on November 7, 2002, in
  connection with an Agreement and Plan of Merger dated April 12, 2002, we changed our name to Trinity3 Corporation.

All of the businesses of Arngre, Silver King Resources,
  and eNexi Holdings have been abandoned, shut down or sold. We currently operate through two active wholly owned subsidiaries: Trinity3
  Acceptance Corporation, a California Corporation and Skyline Orthopedics, Inc., a California corporation, (Skyline) and
  its wholly owned subsidiary, Core Management Systems, Inc. (Core). We also have one inactive wholly owned subsidiary,
  Caiban Holdings, Inc.

Skyline Orthopedics, Inc. and Core Management Systems, Inc.

We acquired Skyline and Core on February 11, 2004.
  Skyline, and its subsidiary Core, are engaged in the marketing and distribution of durable medical equipment and billing systems, to
  hospitals, physician groups, and healthcare insurance providers in California and Nevada.

Skylines Products and Services

Skyline services health care and hospital organizations,
  orthopedic surgeon physician practices, and physical and sports therapy clinics. Skylines products include Continuous Passive
  Motion (CPM) equipment, and a wide variety of orthopedic soft goods, including braces and supports for arms, elbows, knees and legs.
  CPM equipment is used by patients during post operative recovery and rehabilitation from knee or shoulder surgery. Orthopedic soft goods
  for arms, elbows, knees, and legs are part of a full range of physical therapy, rehabilitative and post operation recovery devices designed
  to either help forestall the need for surgery, or speed up recovery after a necessary or elective surgery. All of the products distributed
  by Skyline are manufactured by third parties.

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Cores Products and
  Services

Core provides services and support for the administration,
  maintenance, distribution, and receivable collection functions associated with practice groups utilizing durable medical equipment products,
  and offers custom tailored billing and collection services for practice groups providing different services. We offer clients a remote
  medical management system that is custom tailored to each specific practices needs. Cores stock and bill
  software-based system allows for real-time inventory management by practices/hospitals with soft good inventory, encompassing
  the complete patient billing process, including office visits, x-rays, casting procedures, and other billing and collection functions.
  Stock and bill is becoming an ever more popular industry trend with doctors, as it enables the practice to subcontract
  out this portion of the business and frees the practice to concentrate on patient care.

Distribution

Both Skyline and Core market to new customers through
  direct relationships with hospitals, managed care entities, and physician groups. Most of our existing customer relationships were established
  by Skylines founder and a small internal sales staff. In the future, we intend to expand those existing relationships, while
  continuing to add new customers, through an integrated strategic marketing plan.

Competition

Durable Medical Equipment (DME) is a multi-billion
  dollar industry in the U.S. that can be described as everything from the sales of items as small as syringes to items as large as hospital
  beds. Competition in the DME distribution business is considered intense. We have chosen to concentrate on a specific subsection of
  the market often referred to as orthotics and prosthetics. We concentrate largely on the orthotics segment. The industry
  is primarily comprised of numerous independent operators, most of whom serve only their local or regional market. There is extreme market
  fragmentation at this level. Although there are a few national entities who concentrate more on the prosthetic segment; there are no
  established national distributors whom we consider to be direct competition, even though although almost all manufacturers of DME have
  a direct marketing strategy in addition to sales through distributors. We currently possess a very established presence and strong name
  recognition in several large metropolitan areas of California and Nevada.

As a holding company, our strategy is not only to expand the existing operations of Skyline
  and Core by growing top line revenues through marketing efforts, but also to make strategic acquisitions of key independent operators.
  Additionally, we will look to grow industry demand by adding new product introductions.

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Suppliers

Our top 5 suppliers comprise approximately 50% of
  our total purchases. These include Aircast, DJ Ortho, Generation II USA, Innovation Sports and Vantage Orthopedics, all recognized leaders
  in the industry. Our licensing agreement with Vantage Orthopedics, makes us the exclusive Southern California distributor of Body Glove
  branded DME braces and supports, allowing us a large base for growth in this area.

Customers

We currently service seven major customers, who in
  aggregate account for approximately 90% of the Companys revenues. One customer accounts for approximately 50% of Company revenues.
  By segment, the following table breaks out our revenue by product line:

|**Product Line
      Segment** | **** | **% of
      Revenues** |  
|------------------------------ | ---- | ----------------------- | -
|                               |      |                         |  
|CPM's                          |      | 40                      |  
|Soft Goods                     |      | 30                      |  
|Braces                         |      | 20                      |  
|Billing Services               |      | 10                      |  
|                               |      |                         |  
|Total                          |      | 100                     | %



Intellectual Property

We do not have any trademarks, patents, or other intellectual
  property.

Research and Development

We have not spent any material amount of time or
  money on research and development, and do not anticipate doing so in the future.

Compliance with Environmental Laws

There are no environmental laws applicable to which
  we are subject.

Employees

We currently employ nine individuals. Of these,
  two are officers, while seven are employed at Skyline and Core.

ITEM 2  DESCRIPTION OF PROPERTY

Our corporate headquarters is subleased from an entity owned and controlled by one of our officers and directors, Steven D. Hargreaves. We sublease 2,200 square feet in Irvine, California
pursuant to the terms of a verbal, month to month lease at $6,171 per month, increasing to $6,282 on May 1, 2004.

Our subsidiary, Skyline Orthopedics, Inc., leases
  2,111 square feet of office space in Newport Beach, California pursuant to the terms of a three-year lease which expires on March 31,
  2005. The rent is currently $3,378 per month, increasing to $3,589 per month on April 1, 2004. We have two one-year options to extend
  the lease.

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ITEM 3  LEGAL PROCEEDINGS

In the ordinary course of business, we may be from
  time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible
  that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations.
  However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse
  effect on our financial position or results of operations.

ITEM 4  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There have been no events that are required to be reported under this Item.

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PART II

ITEM 5  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock currently trades on the Over the Counter Bulletin Board under the symbol TRYT, and has traded under that symbol since March 31, 2003. Prior to March 31, 2003, our common stock was traded under
the symbol ENHI. There have been a limited number of trades in our common stock.

The following table sets forth the high and low bid information for each quarter during the prior two fiscal years, as provided by The Nasdaq Stock Market, Inc. The information reflects prices between dealers, and does
not include retail markup, markdown, or commission, and may not represent actual transactions.

|                                      | **High** |      | **Low**
|------------------------------------- | -------- | ---- | -------
|                                      |          |      |        
|Fiscal year ended December 31, 2002:  |          |      |        
|First Quarter                         | $        | 0.10 |        
|Second Quarter                        | $        | 0.14 |        
|Third Quarter                         | $        | 0.05 |        
|Fourth Quarter                        | $        | 0.04 |        
|                                      |          |      |        
|Fiscal year ended December 31, 2003:  |          |      |        
|First Quarter                         | $        | 0.03 |        
|Second Quarter                        | $        | 0.00 |        
|Third Quarter                         | $        | 0.00 |        
|Fourth Quarter                        | $        | 0.01 |        
|                                      |          |      |        
|Fiscal year ended December 31, 2004:  |          |      |        
|First Quarter (through March 5, 2004) | $        | 0.16 |        

The Securities Enforcement and Penny Stock Reform Act of 1990 requires additional disclosure relating to the market for penny stocks in connection with trades in any stock defined as a penny
stock. The Commission has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to a few exceptions which we do not meet. Unless an exception is available, the
regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated therewith.

Holders

As of December 31, 2003 and March 11, 2004, there
  were 10,221,773 and 11,385,878 shares, respectively, of our common stock issued and outstanding and held of record by approximately
  118 and 121 shareholders of record. There are no shares of our preferred stock issued or outstanding.

Dividends

We have not paid any dividends on our common stock and do not expect to do so in the foreseeable future.  We intend to apply our earnings, if any, in expanding our operations and related
activities. The payment of cash dividends on our common stock in the future will be at the discretion of the Board of Directors and will depend upon such factors as earnings levels, capital requirements, our financial condition and other factors
deemed relevant by the Board of Directors.

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Securities Authorized for Issuance Under Equity Compensation Plans

2000 Employee Stock Option Plan

In 2000 our Board of Directors adopted the 2000 Employee Stock Option Plan. Under the 2000 plan, 300,000 shares of common stock were authorized for issuance as Incentive Stock Options or
Non-Incentive Stock Options to our key employees, officers, directors or consultants.

The purchase price of the common stock subject to each Incentive Stock Option shall not be less than the fair market value (as determined in the 2000 Plan), or in the case of the grant of an
Incentive Stock Option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each Non-Incentive Stock Option shall be determined
at the time such option is granted, but in no case less than 85% of the fair market value of such shares of common stock at the time such option is granted.

The 2000 plan shall terminate 10 years from the earlier of the date of its adoption by the Board of Directors or the date on which the 2000 plan is approved by the affirmative vote of the
holders of a majority of the outstanding shares of our capital stock entitled to vote thereon, and no option shall be granted after termination of the 2000 plan. Subject to certain restrictions, the 2000 plan may at any time be terminated and from
time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of our capital stock present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of
the State of Delaware. We have granted options on all 300,000 shares of stock under the 2000 Plan.

2002 Incentive and Nonstatutory Stock Option Plan

Our Board of Directors adopted, and our shareholders approved, the 2002 Incentive and Nonstatutory Stock Option Plan (the 2002 Plan) on August 16, 2002. Under the 2002 Plan, 400,000
shares of common stock have been authorized for issuance as Incentive Stock Options or Nonstatutory Stock Options to our key employees, officers, directors or consultants.

The purchase price of the common stock subject to each Incentive Stock Option shall not be less than the fair market value (as determined in the 2002 Plan), or in the case of the grant of an
Incentive Stock Option to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase price of the common stock subject to each Nonstatutory Stock Option shall be determined
at the time such option is granted, but in no case less than 100% of the fair market value of such shares of common stock at the time such option is granted.

The 2002 Plan shall terminate 10 years from the earlier of the date of its adoption by the Board of Directors or the date on which the 2002 Plan is approved by the affirmative vote of the
holders of a majority of the outstanding shares of our capital stock entitled to vote thereon, and no option shall be granted after termination of the 2002 Plan. Subject to certain restrictions, the 2002 Plan may at any time be terminated and from
time to time be modified or amended by the affirmative vote of the holders of a majority of the outstanding shares of our capital stock present, or represented, and entitled to vote at a meeting duly held in accordance with the applicable laws of
the State of Delaware. We have granted options on all 400,000 shares of stock under the 2002 Plan.

2003 Incentive and Nonstatutory Stock Option Plan

On May 31, 2003, our Board of Directors approved the Trinity3 Corporation Incentive
  and Nonstatutory Stock Option Plan. The 2003 Plan has not yet been approved by our shareholders. Under the 2003 Plan, 5,000,000 shares
  of common stock have been authorized for issuance as Incentive Stock Options or Nonstatutory Stock Options to our key employees, officers,
  directors or consultants. The terms of the 2003 are substantially the same as the 2002 Plan. We have granted options on all 5,000,000
  shares of stock under the 2003 Plan.

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As of December 31, 2003, the plan information is as
  follows:

|Plan Category                                                    |  | Number of Securities to be |  | Weighted-average exercise |  | Number of securities      | 
|---------------------------------------------------------------- |  | -------------------------- |  | ------------------------- |  | ------------------------- | 
|                                                                 |  | issued upon exercise of    |  | price of outstanding      |  | remaining available for   | 
|                                                                 |  | outstanding options,       |  | options, warrants and     |  | future issuance under     | 
|                                                                 |  | warrants and rights        |  | rights                    |  | equity compensation plans | 
|                                                                 |  |                            |  |                           |  | [excluding securities     | 
|                                                                 |  |                            |  |                           |  | reflected in column (a)]  | 
|                                                                 |  | (a)                        |  | (b)                       |  | (c)                       | 
|                                                                 |  |                            |  |                           |  |                           | 
|Equity compensation plans
      approved by security holders     |  | 700,000                    |  | 0.825                     |  | -0-                       | 
|                                                                 |  |                            |  |                           |  |                           | 
|Equity compensation plans
      not approved by security holders |  | 5,000,000                  |  | 0.011                     |  | -0-                       | 
|                                                                 |  |                            |  |                           |  |                           | 
|Total                                                            |  | 5,700,000                  |  | 0.111                     |  | -0-                       | 
|                                                                 |  |                            |  |                           |  |                           | 

Recent Sales of Unregistered Securities

In October 2003, we issued 100,000 shares of common stock, restricted in accordance with Rule 144, to one accredited investor in exchange for cash consideration of $50,000. The issuance was
exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the investor was accredited.

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ITEM 6  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Disclaimer Regarding Forward Looking Statements

Our Managements Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and
market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing
government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in
business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and
Exchange Commission.

Although the forward-looking statements in this Annual Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them.
Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to
carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations
and prospects.

The following table sets forth, for the periods indicated, selected financial information for Trinity3:

|                              | **Year ended
      December 31,
      2003** |   | **Year ended
      December 31,
      2002**
|----------------------------- | -------------------------------------------- | - | --------------------------------------------
|                              |                                              |   |                                             
|Statement of Operations Data: |                                              |   |                                             
|                              |                                              |   |                                             
|Revenue                       |                                              | $ | 20,000                                      
|                              |                                              |   |                                             
|Expenses                      |                                              |   | 158,476                                     
|                              |                                              |   |                                             
|Net Loss                      |                                              |   | (138,476                                    
|                              |                                              |   |                                             
|Net Loss Per Share            |                                              |   | (xx.xx                                      
|                              |                                              |   |                                             
|Balance Sheet Data:           |                                              |   |                                             
|Current Assets                |                                              |   | 39                                          
|                              |                                              |   |                                             
|Total Assets                  |                                              |   | 39                                          
|                              |                                              |   |                                             
|Total Current Liabilities     |                                              |   | 176,710                                     
|                              |                                              |   |                                             
|Accumulated Deficit           |                                              |   | (239,071                                    
|                              |                                              |   |                                             
|Stockholders Equity (Deficit) |                                              | $ | (176,671                                    

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Summary Overview

We currently are divided into three business units: healthcare, consumer products and East Asian Import Export.  First, is our healthcare division, anchored by Skyline Orthopedics, Inc., which
was purchased on February 11, 2004. We plan on growing this division though internal growth of top line revenues and strategic acquisitions. None of the consolidated operations of Skyline are included in these financial statements, as the date of
these financial statements is prior to the acquisition date. Second, is our consumer products division which currently has no operations and has had no revenues since inception. However, we are seeking opportunities in this area which will provide
shareholder value. Third, is our East Asian Import Export division, anchored by Caiban Holdings, Inc.(Caiban).  As we realign the Company, we have decided to focus on opportunities outside of East Asian Import Export business, and as a result, will
be selling or shutting down Caiban which has had no operations or sales since inception.

Our subsidiary, Trinity3 Acceptance Corp (TAC), which produced $20,000 in revenues in 2003, is a financing subsidiary set up to facilitate payments betweenTrinity3
Corporation,its customers and its suppliers.

As a result of our growth plans, our biggest challenges will be threefold: managing our growth, generating positive cash flow, and integrating our acquisition of Skyline Orthopedics.

Explanatory Paragraph in Our Independent Certified Public Accountants Report

Our independent accountants have included an explanatory paragraph in their most recent report, stating that our audited financial statements for the period ending December 31, 2003 were
prepared assuming that we will continue as a going concern. However, they note that we have not yet generated significant revenues, that we have an accumulated working capital deficit, and that there are no assurances that we will be able to meet
our financial obligations in the future.

Our independent accountants included the explanatory paragraph based primarily on an objective test of our historical financial results. Although we agree that this explanatory paragraph is applicable when the objective
test is applied, we believe that upon successful implementation of our business plan in the next fiscal year, future audit reports will be issued without this explanatory paragraph.

Results of Operations

Introduction

Our operations for 2003 and 2002 reflect our development stage status. Sustaining significant operating costs, we continue to operate at a loss.  2003 operating expenses are proportionately
larger because 2003 was a full year of operations, with 2002 operations only reflecting operations from April, forward, when we acquired the Company in a reverse acquisition. As a result, our operating expenses during 2003 were significantly greater
than 2002 due to the legal, accounting and administrative expenses associated with operating a public company.

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Year ended December 31, 2003 compared to year ended December 31, 2002

Revenues, Expenses and Loss from Operations

Our revenues, cost of goods sold, general and administrative expenses, and loss from operations for the years ended December 31, 2003 and 2002, respectively, are as follows:

|                                  | **Year
      Ended
      December 31,
      2003** |   | **Year
      Ended
      December 31,
      2002** |   | **Percentage
      Change**
|--------------------------------- | -------------------------------------------------- | - | -------------------------------------------------- | - | ---------------------------
|                                  |                                                    |   |                                                    |   |                            
|                                  |                                                    |   |                                                    |   |                            
|Revenue                           |                                                    | $ | 20,000                                             |   |                            
|Cost of Goods Sold                |                                                    |   |                                                   |   |                            
|General & Administrative Expenses |                                                    |   | 158,476                                            |   |                            
|                                  |                                                    |   |                                                    |   |                            
|Loss from Operations              |                                                    | $ | (138,476                                           | ) |                            

Revenues

Revenues for the year ended December 31, 2003 were $20,000 compared to $-0- for the same period in 2002. Our revenues increased in 2003 due to the launching of operations of our new subsidiary,
Trinity3 Acceptance Corp.

Cost of Goods Sold

Cost of goods sold was unchanged from $-0- for the year ended December 31, 2003 to $-0- for the year ended December 31, 2002.

Operating, General and Administrative Expenses

Operating expenses were $158,476for the year ended December 31, 2003 as compared to

$98,040for the year ended December 31, 2002, an increase of 61%. These expenses increased due to increased legal and accounting expenses related to regulatory reporting
and compliance as a public company. For the first 4 months of 2002, we were still a private company and did not have the extra added general and administrative costs associated with being a public company.

Net Loss

Trinity3 experienced a net loss of ($138,476) for the year ended December 31, 2003 as compared to a net loss of ($98,040) for the year ended December 31, 2002, an increase of 41%. This increase
is attributable to the ramp up of our business plan.

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Three months ended December 31, 2003 compared to three months ended December 31, 2002

Revenues, Expenses and Loss from Operations

Our revenues, cost of goods sold, general and administrative expenses, and loss from operations for the quarter ended December 31, 2003 as compared to the quarter ended December 31, 2002 are as follows:

|                                  | **Quarter Ended
      December 31,
      2003** |   | **Quarter Ended
      December 31,
      2002** |   | **Percentage
      Change**
|--------------------------------- | ----------------------------------------------- | - | ----------------------------------------------- | - | ---------------------------
|                                  |                                                 |   |                                                 |   |                            
|Revenue                           |                                                 | $ |                                                |   |                            
|Cost of Goods Sold                |                                                 |   |                                                |   |                            
|General & Administrative Expenses |                                                 |   | 28,800                                          |   |                            
|                                  |                                                 |   |                                                 |   |                            
|Loss from Operations              |                                                 | $ | (28,800                                         | ) |                            

Revenues

Revenues for the quarter ended December 31, 2003 were $-0- compared to $-0- for the quarter ended December 31, 2002.

Cost of Goods Sold

Cost of goods sold was unchanged from $-0- for the quarter ended December 31, 2003 compared to $-0- for the quarter ended December 31, 2002.

Operating, General and Administrative Expenses

Operating expenses were $28,800 for the quarter ended December 31, 2003 as compared to $19,849 for the quarter ended December 31, 2002, an increase of 45%.  These expenses increased primarily
due to increased rent expense.

Net Loss

Trinity3 experienced a net loss of $(28,800) for the quarter ended December 31, 2003 as compared to a net loss of $(19,849) for the quarter ended December 31, 2002. The increase in loss is
attributable to the overall increase in operating costs related to general and administrative expenses.

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Liquidity and Capital Resources

Introduction

During 2003, we did not generate positive operating cash flows. Cash totaled $39 and $48 at December 31, 2003 and 2002, respectively.

Our cash, current assets, total assets, current liabilities, and total liabilities as of December 31, 2003 and 2002, respectively, are as follows:

|                          | **December 31,
      2003** |   | **December 31,
      2002** |  | **Percentage
      Change**
|------------------------- | --------------------------- | - | --------------------------- |  | ---------------------------
|                          |                             |   |                             |  |                            
|Cash                      |                             | $ | 39                          |  |                            
|Total Current Assets      |                             |   | 39                          |  |                            
|Total Assets              |                             |   | 39                          |  |                            
|Total Current Liabilities |                             |   | 176,710                     |  |                            
|Total Liabilities         |                             | $ | 176,710                     |  |                            

Cash Requirements

The Company believes that it has and will have sufficient cash flow to continue its operations for the next twelve months. Our working capital and other capital requirements during this fiscal
year and thereafter will vary based on a number of factors, including potential revenues generated by our subsidiaries.  Additionally, we may look to public and private sources of financing. There can be no assurance, however, that we can obtain
sufficient capital on acceptable terms, if at all. Under such conditions, failure to obtain such capital likely would affect adversely our ability to continue as a going concern, or at a minimum negatively impact our ability to timely meet our
business objectives.

Sources and Uses of Cash

Operations

Net cash used by operations was $100,157 for the year ended December 31, 2003, as compared to $10,697 for the year ended December 31, 2002.  Negative operating cash flows during 2003 were
primarily created by the fact that revenues were limited to $20,000.

Financing

Net cash used in financing activities was $-0- and $-0-, respectively, for the years ended 2003 and 2002.

Net cash provided by financing activities was $100,148 and $3,500, respectively, for the years ended 2003 and 2002. Net cash provided by financing activities in 2002 was accomplished solely by
loans from company officers. In 2003, financing activities included new loans from offers as well as sale of company stock. The sale of company stock resulted in $50,000 net proceeds to the company.

Debt Instruments, Guarantees, and Related Covenants

As of December 31, 2003 and 2002, the Company had
  no debt instruments outstanding, and thus no interest expense or debt service expense. However, in a subsequent event, during the first
  quarter of 2004, in a private placement, the Company issued $300,000 in 10% convertible debentures, plus warrants to acquire 240,000
  shares of Company common stock at $0.01 per share, in exchange for $300,000. The debentures are due March 1, 2005, and are convertible
  at the option of the holder into Company common stock at $2.00 per share. The proceeds were used to complete the Skyline acquisition
  and fund the Companys working capital requirements. The 10% interest rate on the convertible debentures will not add any current
  debt service load to the Company, as the interest is due at maturity, March 1, 2005.

14

---

Critical Accounting Policies

The discussion and analysis of the Companys financial condition and results of operations are based upon its consolidated financial statements, which have been prepared in accordance with Generally Accepted
Accounting Principles (GAAP). One of the benefits of being a development stage company, is that there are minimal judgmental estimates or assumptions involved in preparing these financial statements. All expenses are actual, based on accrual
accounting.

Off Balance Sheet Contracts

At December 31, 2003 and 2002, there were no off balance sheet contracts or items to record.

15

---

Trinity 3 Corporation(A Development Stage Company)
  CONSOLIDATED FINANCIAL STATEMENTSFOR THE YEARS ENDED
  DECEMBER 31, 2003 AND 2002
  AND FROM INCEPTION (September 15, 2000)
  THROUGH DECEMBER 31, 2003

---

TABLE OF CONTENTS


|Independent Auditors Report                                        | F-1
|------------------------------------------------------------------- | ---
|                                                                    |    
|Consolidated Balance Sheets                                         | F-2
|                                                                    |    
|Consolidated Statements of Income and Expense                       | F-3
|                                                                    |    
|Consolidated Statement of Changes in Stockholders Equity (Deficit) | F-4
|                                                                    |    
|Consolidated Statements of Cash Flows                               | F-5
|                                                                    |    
|Notes to Consolidated Financial Statements                          | F-6



---

INDEPENDENT AUDITORS REPORT

To the Board of Directors and Stockholders
  of Trinity 3 Corporation

We have audited the accompanying consolidated balance sheets of Trinity 3 Corporation
  (formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.) (a Delaware corporation and development stage company) and subsidiaries
  as of December 31, 2003 and 2002, and the related consolidated statements of income and expense, stockholders equity, and cash
  flows for the years then ended and from inception (September 15, 2000) through December 31, 2003. These financial statements are the
  responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on
  our audit.

We conducted our audits in accordance with auditing standards generally accepted
  in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
  and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
  made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
  basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly,
  in all material respects, the consolidated financial position of Trinity 3 Corporation as of December 31, 2003 and 2002, and the results
  of their operations and their cash flows for the years then ended and from inception (September 15, 2000) through December 31, 2003
  in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming the Company
  will continue as a going concern. As discussed further in Note 3, the Company has been in the development stage since its inception
  (September 15, 2000) and continues to incur significant losses. The Companys viability is dependent upon its ability to obtain
  future financing and the success of its future operations. These factors raise substantial doubt about the Companys ability to
  continue as a going concern. Managements plan in regard to these matters is also described in Note 3. The consolidated financial
  statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Mendoza Berger & Company, LLP

Irvine, California
  April 13, 2004

F-1

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and Caiban Holdings,
  Inc.)
  (A Development Stage Company)
  CONSOLIDATED BALANCE SHEETS


---

|ASSETS                                                                        |                   |   |                   |  
|----------------------------------------------------------------------------- | ----------------- | - | ----------------- | -
|                                                                              | December 31, 2003 |   | December 31, 2002
|                                                                              |                   |   |                  
|Current assets:                                                               |                   |   |                   |  
|Cash                                                                          |                   | $ | 39                |  
|                                                                              |                   |   |                   |  
|Total
      current assets                                                    |                   |   | 39                |  
|                                                                              |                   |   |                   |  
|Total
      assets                                                            |                   | $ | 39                |  
|                                                                              |                   |   |                   |  
|                                                                              |                   |   |                   |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                |                   |   |                   |  
|Current liabilities:                                                          |                   |   |                   |  
|Accounts payable                                                              |                   | $ | 125,662           |  
|Notes payable - related parties (Note 5)                                      |                   |   | 50,248            |  
|Income tax payable                                                            |                   |   | 800               |  
|                                                                              |                   |   |                   |  
|Total
      current liabilities                                               |                   |   | 176,710           |  
|                                                                              |                   |   |                   |  
|                                                                              |                   |   |                   |  
|Commitment (Note 6)                                                           |                   |   |                  |  
|                                                                              |                   |   |                   |  
|Stockholders equity (deficit): (Notes 4 and 7)                               |                   |   |                   |  
|Preferred Stock:                                                              |                   |   |                   |  
|Preferred stock, $0.0001 par
      value, 15,000,000 shares authorized and no |                   |   |                   |  
|shares issued and outstanding
      at December 31, 2003 and 2002,            |                   |   |                   |  
|respectively                                                                  |                   |   |                  |  
|Common Stock:                                                                 |                   |   |                   |  
|$0.0001 no par value, 2,000,000,000
      shares authorized, 10,221,773 and   |                   |   |                   |  
|9,781,773 shares issued and
      outstanding at December 31, 2003 and        |                   |   |                   |  
|2002, respectively                                                            |                   |   | 1,022             |  
|Additional paid-in capital                                                    |                   |   | 61,378            |  
|Accumulated deficit during development stage                                  |                   |   | (239,071          | )
|                                                                              |                   |   |                   |  
|Total stockholders
      equity (deficit)                                    |                   |   | (176,671          | )
|                                                                              |                   |   |                   |  
|Total liabilities
      and stockholders equity                              |                   | $ | 39                |  
|                                                                              |                   |   |                   |  



|The accompanying notes are an integral part of these consolidated financial
      statements | F-2
|-------------------------------------------------------------------------------------------- | ---



---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)
  (A Development Stage Company)
  CONSOLIDATED STATEMENTS OF INCOME AND EXPENSE


---

|                                         | For theyear endedDecember 31, 2003 |   | For the year endedDecember 31, 2002 |   | Cumulative amountsfrom inception(September 15, 2000)throughDecember 31, 2003
|---------------------------------------- | ---------------------------------- | - | ----------------------------------- | - | ----------------------------------------------------------------------------
|                                         |                                    |   |                                     |   |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Revenues                                 |                                    | $ | 20,000                              |   |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Operating expenses:                      |                                    |   |                                     |   |                                                                             
|General and administrative               |                                    |   | 157,676                             |   |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Total operating expenses                 |                                    |   | 157,676                             |   |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Loss from operations                     |                                    |   | (137,676                            | ) |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Provision for taxes (Note 9)             |                                    |   | 800                                 |   |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Net loss                                 |                                    | $ | (138,476                            | ) |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Loss per share                           |                                    | $ | (0.014                              | ) |                                                                             
|                                         |                                    |   |                                     |   |                                                                             
|Weighted average number of common shares |                                    |   |                                     |   |                                                                             
|outstanding                              |                                    |   | 9,878,157                           |   |                                                                             
|                                         |                                    |   |                                     |   |                                                                             



|The accompanying notes are an integral part of these consolidated financial
      statements | F-3
|-------------------------------------------------------------------------------------------- | ---

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and Caiban Holdings,
  Inc.)
  (A Development Stage Company)
  CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)


---

|                                                                   | **Preferred Stock** | ****       | **Common Stock**                 | **** | **Additional
      Paid-in
      Capital** | **** | **Deficit
      Accumulated
      During
      Development
      Stage** | ****        | **Total
        Stockholders'
        Equity (Deficit)**
|------------------------------------------------------------------ | ------------------- | ---------- | -------------------------------- | ---- | ------------------------------------------ | ---- | ------------------------------------------------------------------------ | ----------- | --------------------------------------------------------
|                                                                   |                    
|**Number
      of
      Shares**                                   | ****                | **Amount** | **Number
      of
      Shares** | **** | **Amount**                                
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Balance at inception  September 15, 2000                          |                    |            |                                  | $   |                                            |      | $                                                                        |            |                                                         
|Issuance of stock for cash                                         |                    |            |                                  |     |                                            |      |                                                                          | 3,000,000   |                                                         
|Net loss                                                           |                    |            |                                  |     |                                            |      |                                                                          |            |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Balance at December 31, 2000                                       |                    |            |                                  |     |                                            |      |                                                                          | 3,000,000   |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Net Loss                                                           |                    |            |                                  |     |                                            |      |                                                                          |            |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Balance at December 31, 2001                                       |                    |            |                                  |     |                                            |      |                                                                          | 3,000,000   |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Shares issued for common stock (Note 4)                            |                    |            |                                  |     |                                            |      |                                                                          | 39,176,000  |                                                         
|Adjusted entries to reflect reverse
          Acquisition (Note 4) |                    |            |                                  |     |                                            |      |                                                                          | 6,732,864   |                                                         
|1 for 5 reverse stock split (Note 7)                               |                    |            |                                  |     |                                            |      |                                                                          | (39,127,091 | )                                                       
|Net loss                                                           |                    |            |                                  |     |                                            |      |                                                                          |            |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Balance at December 31, 2002                                       |                    |            |                                  |     |                                            |      |                                                                          | 9,781,773   |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Shares issued for cash                                             |                    |            |                                  |     |                                            |      |                                                                          | 100,000     |                                                         
|Shares issued for services                                         |                    |            |                                  |     |                                            |      |                                                                          | 340,000     |                                                         
|Net loss                                                           |                    |            |                                  |     |                                            |      |                                                                          |            |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         
|Balance at December 31, 2003                                       |                    |            |                                  | $   |                                            |      |                                                                          | 10,221,773  |                                                         
|                                                                   |                     |            |                                  |      |                                            |      |                                                                          |             |                                                         



|The accompanying notes are an integral part of these consolidated financial
      statements | F-4
|-------------------------------------------------------------------------------------------- | ---

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and Caiban Holdings,
  Inc.)
  (A Development Stage Company)
  CONSOLIDATED STATEMENTS OF CASH FLOWS


---

|                                                 | For theyear endedDecember 31, 2003 |       | For the year endedDecember 31, 2002 |   | Cumulative amountsfrom inception(September 15, 2000)throughDecember 31, 2003
|------------------------------------------------ | ---------------------------------- | ----- | ----------------------------------- | - | ----------------------------------------------------------------------------
|                                                 |                                    |       |                                     |   |                                                                             
|Cash flows from operating activities:            |                                    |       |                                     |   |                                                                             
|Net loss                                         |                                    | $     | (138,476                            | ) |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Adjustments to reconcile net loss to net         |                                    |       |                                     |   |                                                                             
|Cash used in operating activities:               |                                    |       |                                     |   |                                                                             
|Issuance of common stock for services            |                                    |       | 3,400                               |   |                                                                             
|Changes in
      assets and liabilities:         |                                    |       |                                     |   |                                                                             
|Accounts
      payable                           |                                    |       | 38,319                              |   |                                                                             
|Income
      tax payable                         |                                    |       |                                    |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Net
      cash used in operations                |                                    |       | (96,757                             | ) |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Cash flows from financing activities:            |                                    |       |                                     |   |                                                                             
|Proceeds from note payable
      - related       |                                    |       |                                     |   |                                                                             
|party                                            |                                    |       | 46,748                              |   |                                                                             
|Payment of note payable - related
      party    |                                    |       |                                    |   |                                                                             
|Issuance of common stock for
      cash          |                                    |       | 50,000                              |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Net
      cash provided by (used in)             |                                    |       |                                     |   |                                                                             
|financing
      activities                       |                                    |       | 96,748                              |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Net increase (decrease) in cash                  |                                    |       | (9                                  | ) |                                                                             
|Cash, beginning of period                        |                                    |       | 48                                  |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Cash, end of period                              |                                    | $     | 39                                  |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Supplemental disclosure of cash flow             |                                    |       |                                     |   |                                                                             
|Information:                                     |                                    |       |                                     |   |                                                                             
|Cash paid during the period
      for:           |                                    |       |                                     |   |                                                                             
|Income
      taxes                               |                                    | $     |                                    |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|Supplemental disclosures of non-cash             |                                    |       |                                     |   |                                                                             
|Operating, investing and financing               |                                    |       |                                     |   |                                                                             
|Activities:                                      |                                    |       |                                     |   |                                                                             
|Issuance of stock for net assets
      acquired  |                                    |       |                                     |   |                                                                             
|(adjusted
      for 1 for 5 reverse stock split, |                                    |       |                                     |   |                                                                             
|Note
      7)                                    |                                    |       |                                    |   |                                                                             
|Issuance of stock for services                   |                                    | 3,400 |                                     |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             
|                                                 |                                    | $     | 3,400                               |   |                                                                             
|                                                 |                                    |       |                                     |   |                                                                             



|The accompanying notes are an integral part of these consolidated financial
      statements | F-5
|-------------------------------------------------------------------------------------------- | ---

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)
  (A Development Stage Company)
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 2003 AND 2002


---

1.ORGANIZATION
  AND HISTORY

> Trinity 3 Corporation, formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.
>     (the Company), a Delaware Corporation, was incorporated on September 15, 2000. The Company is focused in three divisional areas: healthcare,
>     consumer products and developing export and import opportunities with East Asian countries.
>   The Company has been in the development stage since its inception, September 15, 2000.
>     It is primarily engaged in raising capital and seeking investment opportunities to implement its business plan.
>   As disclosed in Note 4, the Company consummated a merger on April 23, 2002, which was
>     accounted for as a reverse acquisition and re-capitalization of the Company.

2. SUMMARY
  OF SIGNIFICANT ACCOUNTING POLICIES

> Principles of Consolidation
>   The consolidated financial statements include the accounts of the Company and its wholly-owned
>     subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.
>   Use of Estimates
>   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 the reported amounts of
>     assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during
>     the reporting period. Actual results could differ from those estimates.
>   Income Taxes
>   Deferred income taxes are reported using the liability method. Deferred tax assets are
>     recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary
>     differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are
>     reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred
>     tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates
>     on the date of enactment.

F-6

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL
  STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

2.SUMMARY
  OF SIGNIFICANT ACCOUNTING POLICIES(Continued)

> Net Loss Per Share
>   In February 1997, the Financial Accounting Standards Board (FASB) issued SFAS
>     No. 128 Earnings Per Share which requires the Company to present basic and diluted earnings per share, for all periods
>     presented. The computation of loss per common share (basic and diluted) is based on the weighted average number of shares actually
>     outstanding during the period. The Company has common stock equivalents, which have not been included in the net loss per share calculation
>     since their effect would be anti-dilutive.
>   All references to number of shares and per-share amounts on the balance sheet
>     have been adjusted to give retroactive effect to the recapitalization and stock splits (Notes 4 and 7).
>   Fair Value of Financial Instruments
>   The Company measures its financial assets and liabilities in accordance with
>     accounting principals generally accepted in the United States of America. For certain Company financial instruments, including cash,
>     accounts payable and other accrued liabilities, the carrying amounts approximate fair value, due to their short maturities. The amounts
>     shown for notes payable also approximate fair value because current interest rates offered the Company for debt of similar maturities
>     are substantially the same.

3. GOING
  CONCERN

> The accompanying consolidated financial statements, which have been prepared
>     in conformity with accounting principles generally accepted in the United States of America, contemplates the continuation of the
>     Company as a going concern. However, the Company has been in the development stage since its inception (September 15, 2000), sustained
>     significant losses and has used capital raised through the issuance of stock to fund its activities. Continuation of the Company as
>     a going concern is contingent upon establishing and achieving profitable operations. Such operations will require management to secure
>     additional financing for the Company in the form of debt or equity.

F-7

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL
  STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

4.       MERGER
  AND ESTABLISHMENT OF NEW SUBSIDIARIES

> On April 23, 2002, the Board of Directors and stockholders of the Company approved
>     and adopted the Agreement and Plan of Merger, dated as of April 12, 2002, (the Agreement), by and among the Company and
>     CaiBan Holdings, Inc., a wholly-owned subsidiary formed for the purpose of the merger. Pursuant to the Agreement, the Company issued
>     39,176,000 shares of its par value $.0001 common stock to the stockholders of CaiBan Holdings, Inc., in exchange for 100% of the outstanding
>     capital stock of CaiBan Holdings, Inc.
>   Since the shareholders of CaiBan Holdings, Inc. acquired control of the Company
>     upon the merger closing, the merger was accounted for as a reverse acquisition. Accordingly, for financial statement purposes, CaiBan
>     Holdings, Inc. was considered, for accounting purposes the acquiror and the related business combination was considered a recapitalization
>     of CaiBan Holdings, Inc., rather than an acquisition by eNexi Holdings, Inc. The historical financial statements prior to April 23,
>     2002 will be those of CaiBan Holdings, Inc., but the name of the corporation going forward will be Trinity 3 Corporation.
>   The Company established a wholly-owned subsidiary, Trinity3 Acceptance Corporation,
>     (TAC) a California corporation, on March 28, 2003, as a financing subsidiary which will facilitate payments between Trinity3 Corporation,
>     it suppliers and its customers.
>   In April of 2003, TAC entered into a contractual agreement with a vendor to
>     a major U.S. retailer to facilitate the financing of the production of certain finished goods in the United States, Central America
>     and Eastern Asia. The line calls for the major retailer to provide a minimum of $4,000,000 of financing during the year 2003, and
>     TAC to distribute these funds, less certain costs, to the vendor to finance the production. TAC earned $20,000 in financing service
>     fees during calendar 2003. The contract expired in the fourth quarter of 2003, after all aspects of the agreement were fulfilled during
>     the year, and TAC did not renew this contract.

F-8

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL
  STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

5. RELATED
  PARTY TRANSACTIONS

> Notes Payable - Related Parties
>   In October of 2002, the Company issued two notes payable totaling $3,500, which
>     are non-interest bearing and due on demand, to officers and shareholders of the Company.
>   Throughout 2003, two of the companys officers made various loans to the
>     company totaling $46,748.
>   The total amount of these loans at December 31, 2003 and 2002 was $50,248 and
>     $3,500 respectively.

6. COMMITMENT

> In January of 2003, the Company entered into a month to month office facility
>     sublease from an entity owned and controlled by one of our officers and directors, a related party. Lease payments are $6,171 per
>     month, increasing to $6,282 on May 1, 2004, plus prorated utilities, common area maintenance (CAM) and property taxes.

7. CAPITAL STOCK

> Sale of Common Stock
>   During the month of September 2003 the company sold 100,000 shares of its common
>     stock, in a private placement pursuant to provisions of Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D, to
>     accredited investors, for net proceeds of $50,000.
>   Registration of Common Stock
>   During the month of September 2003, the company filed an S-8 Registration statement
>     with the Securities and Exchange Commission to register 1,040,000 shares of its common stock for various plans. This includes 400,000
>     shares for the 2002 Stock Option/Stock Issuance Plan, and 640,000 shares reserved for issuance to legal counsel and various consultants
>     to the Company.
>   Issuance of Common Stock for Services Rendered
>   During the third quarter 2003, 340,000 shares were issued to legal counsel and
>     various consultants to the company for services rendered. Additionally, a warrant was issued to

F-9

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL
  STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

7.       CAPITAL
  STOCK(Continued)

> the companys legal counsel for 100,000 shares of Common Stock, to vest
>     in August 2004, based upon legal counsel completing one year plus one day of service to the company. This resulted in an income statement
>     expense of $3,400, based upon the fair market value of the Common Stock of $.01 share at the time of issuance.
>   **Stock Warrants**
>   At December 31, 2003 and 2002, the company had outstanding warrants to purchase 200,000
>     and -0- shares of the companys common stock, respectively, at prices ranging from $1.00 to $2.00 per share. The warrants became
>     exercisable in 2003 and expire through 2006.
>   Cancellation of Preferred Stock
>   In April 2004, the company cancelled its Preferred Series A, B, C, and D stock.
>     No shares were issued or outstanding during 2002 or 2003.
>   Reverse Stock Split
>   The Companys Board of Directors authorized a 1-for-5 reverse stock split
>     of the Companys $0.0001 par value common stock effective, close of business, March 28, 2003. As a result of the reverse split,
>     39,127,091 shares of common stock were returned to the Company, and additional paid-in capital was increased by $3,914. All references
>     in the accompanying financial statements to the number of common shares and per-share amounts for December 31, 2002 and the year then
>     ended have been restated to reflect the reverse stock split.

8.       EMPLOYEE
  STOCK OPTION PLANS

> 2000 Employee Stock Option Plan
>   In 2000 our Board of Directors adopted the 2000 Employee Stock Option Plan.
>     Under the 2000 plan, 300,000 shares of common stock were authorized for issuance as Incentive Stock Options or Non-Incentive Stock
>     Options to our key employees, officers, directors or consultants.
>   The purchase price of the common stock subject to each Incentive Stock Option
>     shall not be less than the fair market value (as determined in the 2000 Plan), or in the case of the grant of an Incentive Stock Option
>     to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase
>     price of the common stock subject to each Non-Incentive Stock Option shall be determined at the time such option is granted, but in
>     no case less than 85% of the fair market value of such shares of common stock at the time such option is granted.
>   The 2000 plan shall terminate 10 years from the earlier of the date of its adoption
>     by the Board of Directors or the date on which the 2000 plan is approved by the affirmative vote

F-10

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL
  STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

8.       EMPLOYEE STOCK OPTION PLANS (Continued)

> 2000 Employee Stock Option Plan (continued)
>   of the holders of a majority of the outstanding shares of our capital stock entitled
>     to vote thereon, and no option shall be granted after termination of the 2000 plan. Subject to certain restrictions, the 2000 plan
>     may at any time be terminated and from time to time be modified or amended by the affirmative vote of the holders of a majority of
>     the outstanding shares of our capital stock present, or represented, and entitled to vote at a meeting duly held in accordance with
>     the applicable laws of the State of Delaware. The Company granted options on all 300,000 shares of stock under the 2000 Plan.
>   2002 Incentive and Nonstatutory Stock Option Plan
>   Our Board of Directors adopted, and our shareholders approved, the 2002 Incentive
>     and Nonstatutory Stock Option Plan (the 2002 Plan) on August 16, 2002. Under the 2002 Plan, 400,000 shares of common stock
>     have been authorized for issuance as Incentive Stock Options or Nonstatutory Stock Options to our key employees, officers, directors
>     or consultants.
>   The purchase price of the common stock subject to each Incentive Stock Option
>     shall not be less than the fair market value (as determined in the 2002 Plan), or in the case of the grant of an Incentive Stock Option
>     to a principal stockholder, not less that 110% of fair market value of such common stock at the time such option is granted. The purchase
>     price of the common stock subject to each Nonstatutory Stock Option shall be determined at the time such option is granted, but in
>     no case less than 100% of the fair market value of such shares of common stock at the time such option is granted.
>   The 2002 Plan shall terminate 10 years from the earlier of the date of its adoption
>     by the Board of Directors or the date on which the 2002 Plan is approved by the affirmative vote of the holders of a majority of the
>     outstanding shares of our capital stock entitled to vote thereon, and no option shall be granted after termination of the 2002 Plan.
>     Subject to certain restrictions, the 2002 Plan may at any time be terminated and from time to time be modified or amended by the affirmative
>     vote of the holders of a majority of the outstanding shares of our capital stock present, or represented, and entitled to vote at
>     a meeting duly held in accordance with the applicable laws of the State of Delaware. The Company granted options on all 400,000 shares
>     of stock under the 2002 Plan.

F-11

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATED
  FINANCIAL STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

8.       EMPLOYEE
  STOCK OPTION PLANS (Continued)

> 2003 Incentive and Nonstatutory Stock Option Plan
>   On May 31, 2003, our Board of Directors approved the Trinity3 Corporation Incentive and
>     Nonstatutory Stock Option Plan. The 2003 Plan has not yet been approved by our shareholders. Under the 2003 Plan, 5,000,000 shares
>     of common stock have been authorized for issuance as Incentive Stock Options or Nonstatutory Stock Options to our key employees, officers,
>     directors or consultants. The terms of the 2003 are substantially the same as the 2002 Plan. The Company granted options on all 5,000,000
>     shares of stock under the 2003 Plan.
>   Summary of Stock Option Plans
>   The Company applies APB Opinion 25 and related interpretation in accounting for stock
>     options. The Company did not record any compensation expense related to stock option grants, for the years ended December 31, 2001
>     and 2002, as all options were granted with exercise prices at or above fair market value.

|                                         | Options   |  | Weighted Average
      Exercise Price
|---------------------------------------- | --------- |  | -------------------------------------
|                                         |           |  |                                      
|Options outstanding at December 31, 2001 |          |  |                                      
|Granted during the year                  | 700,000   |  |                                      
|Surrendered, forfeited or expired        |          |  |                                      
|Exercised                                |          |  |                                      
|                                         |           |  |                                      
|                                         |           |  |                                      
|Options outstanding at December 31, 2002 | 700,000   |  |                                      
|                                         |           |  |                                      
|Granted during the year                  | 5,000,000 |  |                                      
|Surrendered, forfeited or expired        |          |  |                                      
|Exercised                                |          |  |                                      
|                                         |           |  |                                      
|                                         |           |  |                                      
|Options outstanding at December 31, 2003 | 5,700,000 |  |                                      
|                                         |           |  |                                      

> Exercisable options outstanding, and the related weighted average exercise price
>     at December 31, 2002 and 2003 were 700,000 and $.825 per share and 5,700,000 and $.111 per share, respectively.

F-12

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

8       EMPLOYEE STOCK OPTION PLANS
  (Continued)

> Summary of Stock Option Plans (Continued)
>   The following tabulation summarizes certain information concerning outstanding
>     and exercisable options at December 31, 2003 and 2002.

|                                | 2003 |           | 2002 |  
|------------------------------- | ---- | --------- | ---- | -
|                                |      |           |      |  
|Outstanding options:            |      |           |      |  
|Number outstanding              |      | 5,700,000 |      |  
|Weighted average exercise price | $    | .111      |      | $
|Weighted average remaining      |      |           |      |  
|contractual life in
      years |      | 9.375     |      |  
|                                |      |           |      |  
|Exercisable options:            |      |           |      |  
|Number outstanding              |      | 5,700,000 |      |  
|Weighted average exercise price | $    | .111      |      | $

> If the Company had elected to recognize compensation based on the fair value
>     of the options granted at the grant date, net loss and loss per share would have been increased to the following pro forma amounts
>     shown below:

|               | 2003      |   | 2002 |         
|-------------- | --------- | - | ---- | --------
|               |           |   |      |         
|Pro forma:     |           |   |      |         
|Net loss       | $(138,476 | ) | $    | (210,040
|Loss per share | (0.015    | ) |      | (0.026  

> The fair vvalue of each option granted during the year ended December 31, 2003
>     and 2002, was $0.01 and $0.825, respectively. The fair value of each option grant was estimated on the date of the grant using the
>     Black-Scholes Option Pricing Module, using the following assumptions:

|                        | 2003  |   | 2002  |  
|----------------------- | ----- | - | ----- | -
|                        |       |   |       |  
|                        |       |   |       |  
|Risk-free interest rate | 3.60  |   | 4.50  | %
|Expected life in years  | 9.375 |   | 4.38  |  
|Expected volatility     | 19.85 | % | 20.80 | %
|Expected dividend yield |       |   |      |  

F-13

---

Trinity3 Corporation and Subsidiaries
  (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

9.      INCOME
  TAXES

> The components of the deferred tax assets are as follows:

|                                | 2003 |            | 2002 |  
|------------------------------- | ---- | ---------- | ---- | -
|                                |      |            |      |  
|Deferred tax assets:            |      |            |      |  
|Net operating loss carryforward | $    | 1,550,000  |      | $
|                                |      |            |      |  
|Valuation allowance             |      | (1,550,000 | )    |  
|                                |      |            |      |  
|Net deferred tax assets         | $    |           |      | $
|                                |      |            |      |  

> The Company had available approximately $3,890,000 and $3,750,000 of unused
>     Federal and State net operating loss carryforwards, respectively, at December 31, 2003 and 2002 that may be applied against future
>     taxable income. These net operating loss carryforwards expire for Federal purposes in 2022. There is no assurance that the Company
>     will realize the benefit of the net operating loss carryforwards. $800 is included in the provision for income taxes for the minimum
>     tax due to the State of California for the year ended December 31, 2003 and 2002, and from inception through December 31, 2003.
>   SFAS No. 109 requires a valuation allowance to be recorded when it is more likely
>     than not that some or all of the deferred tax assets will not be realized. At December 31, 2003 and 2002, valuations for the full
>     amount of the net deferred tax asset were established due to the uncertainties as to the amount of the taxable income that would be
>     generated in future years.
>   Under the Tax Reform Act of 1986, the benefits from net operating losses carried
>     forward may be impaired or limited in certain circumstances. Events which may cause limitations in the amount of net operating losses
>     that the Company may utilize in any one year include, but are not limited to, a cumulative ownership change of more than 50% over
>     a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including
>     issuances with respect to acquisitions, have not been determined.

F-14

---

Trinity3 Corporation and Subsidiaries (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings,
  Inc.)
  (A Development Stage Company)
  NOTES TOCONSOLIDATEDFINANCIAL STATEMENTS
  DECEMBER 31, 2003 AND 2002


---

9.      INCOME TAXES (Continued)

> Reconciliation of the differences between the statutory tax rate and the effective
>     income tax rate is as follows:

|                                     | December 31, 2003 |    | December 31, 2002 |   
|------------------------------------ | ----------------- | -- | ----------------- | --
|                                     |                   |    |                   |   
|Statutory federal tax (benefit) rate | (34.00            | )% | (34.00            | )%
|Statutory state tax (benefit) rate   | (5.83             | )% | (5.83             | )%
|                                     |                   |    |                   |   
|Effective tax rate                   | (39.83            | )% | (39.83            | )%
|                                     |                   |    |                   |   
|Valuation allowance                  | 39.83             | %  | 39.83             | % 
|                                     |                   |    |                   |   
|                                     |                   |    |                   |   
|Effective income tax rate            | 0.00              | %  | 0.00              | % 
|                                     |                   |    |                   |   

10.     SUBSEQUENT EVENTS

> **Acquisition**
>   On February 11, 2004, the Company completed the acquisition of all of the issued and outstanding
>     stock of Skyline Orthopedics, Inc., a California corporation ("Skyline"), and its wholly-owned subsidiary, Core Management
>     Systems, Inc., a California corporation ("Core"), making Skyline a wholly-owned subsidiary of the Company. Skyline and Core,
>     located in Newport Beach, California, are engaged in the marketing and distribution of durable medical equipment (DME) and billing
>     systems to hospital networks, physician groups, and healthcare insurance providers throughout California and Nevada. The Company intends
>     to continue and expand this business. Terms of the acquisition were $250,000 in cash at the closing, issuance of a promissory note
>     in the principal amount of $250,000, issuance of 450,000 shares of Company common stock, and commencement of a consulting agreement
>     with the selling shareholder for a period of up to 12 months. Under the consulting agreement, the selling shareholder received an
>     additional 250,000 shares of Company stock which vests over the subsequent 12 months. The Skyline shareholder is an unrelated party
>     to the Company and its affiliates, and the purchase price was determined by arms-length negotiations. The cash portion of the purchase
>     price was paid by the Company using funds raised in a private placement of debentures and warrants as discussed in the following paragraph.
>   **Capital Raise**
>   In the first quarter of 2004, the Company raised a total of $302,400 from a private
>     placement of debentures and warrants. The Company issued $300,000 in 10% convertible debentures, plus warrants to acquire 240,000
>     shares of Company common stock at $0.01 per share. Net proceeds received from the debenture offering were $300,000. The debentures
>     are due March 1, 2005, and are convertible at the option of the holder into Company common stock at $2.00 per share. All warrants
>     issued under the debenture offering were exercised, for a total amount of 240,000 common shares issued in the first quarter of 2004.
>     Net proceeds received from the exercise of the warrants was $2,400.
>   Additionally, in the first quarter of 2004, the company raised a total of $25,000 net
>     proceeds from a private placement of its stock at $.50 per share. Total shares issued under the private placement were 50,000.

F-15

---

ITEM 8  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE

There have been no events that are required
  to be reported under this Item.

ITEM 8A  DISCLOSURE CONTROLS AND PROCEDURES

The Companys Chief Executive Officer
  and Chief Financial Officer (or those persons performing similar functions), after evaluating the effectiveness of the Companys
  disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended)
  as of a date within 90 days of the filing of this annual report (the Evaluation Date), have concluded that, as of the Evaluation
  Date, the Companys disclosure controls and procedures were effective to ensure the timely collection, evaluation and disclosure
  of information relating to the Company that would potentially be subject to disclosure under the Securities Exchange Act of 1934, as
  amended, and the rules and regulations promulgated thereunder. There were no significant changes in the Companys internal controls
  or in other factors that could significantly affect the internal controls subsequent to the Evaluation Date.

16

---

PART III

ITEM 9  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The following table sets forth the names and ages of our current directors and executive officers, the principal offices and positions held by each person and the date such person became a
director or executive officer. Our executive officers are elected annually by the Board of Directors. The directors serve one-year terms until their successors are elected. The executive officers serve terms of one year or until their death,
resignation or removal by the Board of Directors. Unless described below, there are no family relationships among any of the directors and officers, and none of our officers and directors serve as a director for any other reporting issuer.

|Name                 |  | Age |  | Position(s)                                            
|-------------------- |  | --- |  | -------------------------------------------------------
|                     |  |     |  |                                                        
|Shannon T. Squyres   |  | 44  |  | Chief Executive Officer, Secretary, and Director (2002)
|                     |  |     |  |                                                        
|Steven D. Hargreaves |  | 45  |  | President, Chief Financial Officer, and Director (2002)

Steven D. Hargreavesjoined our Board of Directors and became an officer in April 2002 in conjunction with our acquisition of Caiban Enterprises, Inc.
From 1993 to the present, Mr. Hargreaves has been a Managing Director of Genesis Partners, an investment management firm involved in all aspects of equity investments. Prior to co-founding Genesis Partners, Mr. Hargreaves was employed as an equity
research analyst for Dean Witter Reynolds from 1992 to 1993.  Mr. Hargreaves began his professional career as a Certified Public Accountant having worked for Arthur Andersen and Ernst & Whinney. Mr. Hargreaves graduated from the University of
Southern California in 1991 with a Masters of Business Administration concentrating in Finance and from California State University, Long Beach in 1983 with a Bachelor of Science in Business Administration.

Shannon T. Squyresjoined our Board of Directors and became an officer in April 2002, along with Mr. Hargreaves, in conjunction with our acquisition of
Caiban Enterprises, Inc. From 1987 to the present, Mr. Squyres has been President of Market Pathways Financial Relations Incorporated., a financial relations consulting firm working with publicly traded companies.  Prior to founding Market Pathways
in 1987, Mr. Squyres was a partner and director with the Newport Beach, CA firm of Investor Communication Systems where he established and organized regional offices in Chicago, New York, Portland and San Francisco.  Mr. Squyres has worked in the
financial industry for over 20 years and brings a wide range of expertise to the firm with extensive experience in corporate finance, investor relations and press relations.  Mr. Squyres has worked with companies in such diverse industries as
automotive airbags, military ordnance, dental supplies and services, specialty medical products, energy efficiency services, steel manufacturing, cable television operations, entertainment and multimedia production, sports franchising, mortgage
banking, educational products and services, snack foods, pet products, consumer electronics, and computer software, hardware and services. He earned his B.A. in Communications/Public Relations from California State University, Fullerton

Audit Committee

We do not currently have an audit committee, primarily because until our acquisition of Skyline we have had very little business activity other than maintaining our current corporate status.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934
  requires the Companys directors and executive officers and persons who own more than ten percent of a registered class of the
  Companys equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock
  and other equity securities of the Company. Officers, directors and greater than ten percent shareholders are required by SEC regulations
  to furnish the Company with copies of all Section 16(a) forms they file.

17

---

During the two most recent fiscal years, to the Companys
  knowledge, the following delinquencies occurred:

|Name                 |  | No. of Late Reports |  | No. of Transactions
      Reported Late |  | No. of
      Failures to File
|-------------------- |  | ------------------- |  | --------------------------------------- |  | -----------------------------
|                     |  |                     |  |                                         |  |                              
|Steven D. Hargreaves |  | -0-                 |  | -0-                                     |  | 5                            
|                     |  |                     |  |                                         |  |                              
|Shannon T. Squyres   |  | -0-                 |  | -0-                                     |  | 5                            
|                     |  |                     |  |                                         |  |                              

Code of Ethics

On March 25, 2003, our Board of Directors unanimously
  adopted a Code of Ethics that applies to each of our employees, officers, and directors. Our Code of Ethics is designed to promote honest
  and ethical conduct, full, fair and accurate disclosure, and compliance with all applicable laws, rules and regulations. A copy of our
  Code of Ethics is included as an exhibit to this filing.

ITEM 10  EXECUTIVE COMPENSATION

The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2003 and 2002. In addition, the table shows
compensation for our current executive officers.  Other than as set forth herein, no executive officers salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries,
bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.

|                                  |      |  |                     |   |                 |  | Long Term Compensation                   
|--------------------------------- | ---- |  | ------------------- | - | --------------- |  | -----------------------------------------
|                                  |      |  |                     |   |                 |  |                                          
|                                  |      |  | Annual Compensation |   | Awards          |  | Payouts                                  
|                                  |      |  |                     |   |                 |  |                                          
|Name and
      Principal Position | Year |  | Salary
      ($)    |   | Bonus
      ($) |  | Other Annual
      Compensation
      ($)
|                                  |      |  |                     |   |                 |  |                                          
|Shannon T. Squyres,               | 2003 |  |                     | $ | 1               |  |                                          
|CEO and Secretary                 | 2002 |  |                     |   | 0               |  |                                          
|                                  |      |  |                     |   |                 |  |                                          
|Steven D. Hargreaves,             | 2003 |  |                     | $ | 1               |  |                                          
|President                         | 2002 |  |                     |   | 0               |  |                                          

OPTION/SAR GRANTS IN LAST FISCAL YEAR
  (Individual Grants)

|Name                 | Number of SecuritiesUnderlyingOptions/SARs Granted(#) |  | Percent of TotalOptions/SARsGrantedTo Employees InFiscalYear |  | Exercise orBase Price($/Sh) |  | Expiration Date
|-------------------- | ----------------------------------------------------- |  | ------------------------------------------------------------ |  | --------------------------- |  | ---------------
|                     |                                                       |  |                                                              |  |                             |  |                
|Shannon T. Squyres   | 2,500,000                                             |  | 50%                                                          |  | $0.011                      |  | 5/31/13        
|                     |                                                       |  |                                                              |  |                             |  |                
|Steven D. Hargreaves | 2,500,000                                             |  | 50%                                                          |  | $0.011                      |  | 5/31/13        

18

---

AGGREGATED OPTIONS/SAR EXERCISES IN LAST FISCAL YEARAND FY-END OPTION/SAR VALUES

|Name                 | Shares AcquiredOnExercise(#) |  | ValueRealized($) |  | Number of UnexercisedSecurities UnderlyingOptions/SARs at FY-End(#)Exercisable/Unexercisable |  | Value of UnexercisedIn-The-MoneyOption/SARsat FY-End($)Exercisable/Unexercisable
|-------------------- | ---------------------------- |  | ---------------- |  | -------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------
|                     |                              |  |                  |  |                                                                                              |  |                                                                                 
|Shannon T. Squyres   | N/A                          |  | N/A              |  | N/A                                                                                          |  | N/A                                                                             
|Steven D. Hargreaves | N/A                          |  | N/A              |  | N/A                                                                                          |  | N/A                                                                             

We do not have employment agreements with any of our officers or directors, and they do not receive or accrue any compensation at this time.

On May 6, 2002, we issued 150,000 options to each
  of Mr. Squyres and Mr. Hargreaves under our 2000 Employee Stock Option Plan as compensation for services rendered. The options are exercisable
  until May 6, 2007 at an exercise price of $0.825 per share.

On May 15, 2002, we issued 200,000 options to each
  of Mr. Squyres and Mr. Hargreaves under our 2002 Incentive and NonStatutory Stock Option Plan as compensation for services rendered.
  The options are exercisable until May 15, 2012 at an exercise price of $0.825 per share.

On May 31, 2003, we issued 2,500,000 options to each of Mr. Squyres and Mr. Hargreaves under our 2003 Incentive and Nonstatutory Stock Option Plan as compensation for services rendered.  The options are exercisable until
May 31, 2013 at an exercise price of $0.011 per share.

ITEM 11  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 11, 2004, certain information with respect to the Companys equity securities owned of record or beneficially by (i) each Officer and Director
of the Company; (ii) each person who owns beneficially more than 5% of each class of the Companys outstanding equity securities; and (iii) all Directors and Executive Officers as a group.

|**Common Stock**  
|------------------
|                  
|**Title of Class**
|                  
|Common            
|Stock             
|                  
|                  
|Common            
|Stock             
|                  
|                  
|Common            
|Stock             
|                  
|                  
|                  
|                  

|   
|---
|(1)
|   
|(2)
|   
|(3)
|   
|(4)
|   

19

---

There are no current arrangements that will result in a change in control.

ITEM 12  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 12, 2002, we entered into an Agreement and Plan of Merger with Caiban Holdings Inc., a Delaware corporation, Caiban Enterprises, Inc., Shannon T. Squyres, Steven D. Hargreaves, Michael
Kwok, and Harold Radie (collectively, the Caiban Stockholders).  Pursuant to the terms of the Agreement and Plan of Merger which closed on April 23, 2002, Caiban Enterprises, Inc. acquired all of the issued and outstanding shares of
capital stock of Caiban Holdings, Inc. from the Caiban Stockholders in exchange for an aggregate of 7,835,200 newly issued shares of our common stock, with Shannon Squyres and Steven Squyres receiving 3,800,072 shares each (after giving effect to
the 1-for-5 reverse stock split effective March 31, 2003.  Concurrently, Caiban Enterprises, Inc. was merged into Caiban Holdings, Inc. and Caiban Holdings, Inc. became our wholly-owned subsidiary. As a condition to the Agreement and Plan of Merger,
our directors prior to the transaction were required to resign and appoint Shannon Squyres and Steven Hargreaves as our executive officers and members of our Board of Directors.

On May 6, 2002, we issued 150,000 options to each of Mr. Squyres and Mr. Hargreaves
  under our 2000 Employee Stock Option Plan as compensation for services rendered. The options are exercisable until May 6, 2007 at an
  exercise price of $0.825 per share.

On May 15, 2002, we issued 200,000 options to each
  of Mr. Squyres and Mr. Hargreaves under our 2002 Incentive and NonStatutory Stock Option Plan as compensation for services rendered.
  The options are exercisable until May 15, 2012 at an exercise price of $0.825 per share

On May 31, 2003, we issued 2,500,000 options to each of Mr. Squyres and Mr. Hargreaves under our 2003 Incentive and Nonstatutory Stock Option Plan as compensation for services rendered.  The
options are exercisable until May 31, 2013 at an exercise price of $0.011 per share.

20

---

ITEM 13  EXHIBITS
  AND REPORTS ON FORM 8-K

(a)     Exhibits

|2.1  | (1)  | Agreement and Plan of Merger dated April 12, 2002 by and         
|---- | ---- | -----------------------------------------------------------------
|     |      | between ENexi Holdings, Inc., its subsidiary, Caiban             
|     |      | Enterprises, Inc., and its shareholders                          
|     |      |                                                                  
|3.1  | (2)  | Certificate of Incorporation of Silver King Resources            
|     |      | (Delaware), Inc., filed on April 13, 1999                        
|     |      |                                                                  
|3.2  | (3)  | Certificate of Merger of Silver King Resources, Inc. into Silver 
|     |      | King Resources (Delaware), Inc.                                  
|     |      |                                                                  
|3.3  | (4)  | Certificate of Amendment of Certificate of Incorporation dated   
|     |      | July 17, 2002, changing name to eNexi Holdings, Inc.             
|     |      |                                                                  
|3.4  | (5)  | Certificate of Amendment of Certificate of Incorporation dated   
|     |      | November 5, 2002, changing name to Trinity3 Corporation          
|     |      |                                                                  
|3.5  |      | Certificate of Amendment of Certificate of Incorporation dated   
|     |      | February 20, 2003, increasing the authorized common stock        
|     |      |                                                                  
|3.6  | (6)  | Bylaws of Silver King Resources (Delaware), Inc.                 
|     |      |                                                                  
|10.1 | (9)  | ENexi Holdings, Inc. 2000 Equity Incentive Plan                  
|     |      |                                                                  
|10.2 |      | Form of Stock Option Agreement under 2000 Equity Incentive       
|     |      | Plan                                                             
|     |      |                                                                  
|10.3 | (10) | ENexi Holdings, Inc. 2002 Stock Option/Stock Issuance Plan       
|     |      |                                                                  
|10.4 |      | Form of Option Agreement under 2002 Stock Option/Stock           
|     |      | Issuance Plan                                                    
|     |      |                                                                  
|10.5 |      | Trinity3 Corporation 2003 Incentive and Nonstatutory Stock       
|     |      | Option Plan                                                      
|     |      |                                                                  
|10.6 |      | Form of Option Agreement under the 2003 Incentive and            
|     |      | Nonstatutory Stock Option Plan                                   
|     |      |                                                                  
|10.7 | (8)  | Standard Office Lease for Premises Occupied by Skyline           
|     |      | Orthopedics, Inc.                                                
|     |      |                                                                  
|14   | (7)  | Code of Ethics                                                   
|     |      |                                                                  
|21   |      | Subsidiaries of Trinity3 Corporation                             
|     |      |                                                                  
|23.1 |      | Consent of Mendoza Berger & Company, LLP                         
|     |      |                                                                  
|31.1 |      | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

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|31.2 |   | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial
      Officer                                 
|---- | - | --------------------------------------------------------------------------------------------------------
|     |   |                                                                                                         
|32.1 |   | Chief Executive Officer Certification Pursuant to 18
      USC,                                         
|     |   | Section 1350, as Adopted Pursuant to Section 906 of
      the                                           
|     |   | Sarbanes-Oxley Act of 2002.                                                                             
|     |   |                                                                                                         
|32.2 |   | Chief Financial Officer Certification Pursuant to 18
      USC,                                         
|     |   | Section 1350, as Adopted Pursuant to Section 906 of
      the                                           
|     |   | Sarbanes-Oxley Act of 2002.                                                                             
|    
|(1   | ) | Incorporated by reference from Exhibit 2.1 to our Current Report
      on Form 8-K filed with the       
|     |   | Commission on May 8, 2002.                                                                              
|(2   | ) | Incorporated by reference from Exhibit 2.1 to our Form 10-SB filed
      with the Commission on         
|     |   | July 8, 1999.                                                                                           
|(3   | ) | Incorporated by reference from Exhibit 2.2 to our Form 10-SB filed
      with the Commission on         
|     |   | July 8, 1999.                                                                                           
|(4   | ) | Incorporated by reference from our Schedule 14C filed with the Commission
      on May 26, 2000.        
|(5   | ) | Incorporated by reference from Exhibit 3.5 to our Annual Report
      on Form 10-KSB filed with         
|     |   | the Commission on April 15, 2003.                                                                       
|(6   | ) | Incorporated by reference from Exhibit 2.3 to our Form 10-SB filed
      with the Commission on         
|     |   | July 8, 1999.                                                                                           
|(7   | ) | Incorporated by reference from Exhibit 10.1 of our Quarterly Report
      on Form 10-QSB for the        
|     |   | quarter ended March 31, 2003 and filed with the Commission on May
      16, 2003.                       
|(8   | ) | Exhibit not included herein, but will be filed as an exhibit to
      either a Current Report on Form 8-
|     |   | K or our next Quarterly Report on Form 10-QSB.                                                          
|(9   | ) | Incorporated by reference from Exhibit 10.3 of our Registration
      Statement on Form SB-2 filed      
|     |   | with the Commission on June 16, 2000.                                                                   
|(10  | ) | Incorporated by reference from Exhibit 10.1 of our Annual Report
      on Form 10-KSB filed with        
|     |   | the Commission on April 15, 2003.                                                                       

(b)     Reports on Form 8-K

There were no Current Reports on Form 8-K filed during the quarter ended December 31, 2003.

ITEM 14  CONTROLS AND PROCEDURES

See Item 8A  Controls and Procedures.

ITEM 15  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees

During the fiscal years ended December 31, 2003
  and 2002, the Company accrued or paid Mendoza Berger & Company, LLP a total of $11,000 and $22,500, respectively, for professional
  services rendered in connection with performance of our independent audits of our annual financial statements and reviews of financial
  statements included in our Form 10-QSB.



22

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All Other Fees

During the fiscal years ended December 31, 2003 and 2002,
  the Company did not accrue or pay Mendoza Berger & Company, LLP, for any other fees.

Of the fees described above, 100% were approved by the Board
  of Directors of the Company as there was not an Audit Committee in place at the time of the approvals.

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SIGNATURES

In
  accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
  thereunto duly authorized.

|                      | /s/ Shannon T. Squyres                                                     
|--------------------- | ---------------------------------------------------------------------------
|Dated: April 14, 2004 |                                                                            
|                      | By:  Shannon T. Squyres
      Its:  Chief Executive Officer and Secretary  
|                      |                                                                            
|                      | /s/ Steven D. Hargreaves                                                   
|Dated: April 14, 2004 |                                                                            
|                      | By:  Steven D. Hargreaves
      Its:  President and Chief Financial Officer

In
  accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the
  capacities and on the dates indicated.

|                      | /s/ Shannon T. Squyres            
|--------------------- | ----------------------------------
|Dated: April 14, 2004 |                                   
|                      | By: Shannon T. Squyres, Director  
|                      |                                   
|                      | /s/ Steven D. Hargreaves          
|Dated: April 14, 2004 |                                   
|                      | By: Steven D. Hargreaves, Director
|                      |                                   
|                      |                                   

24

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