**UNITED
        STATES**
 **SECURITIES
        AND EXCHANGE COMMISSION**
 **Washington,
        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, 2005**
 
 o
              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**
                (State
                  or other jurisdiction of
                incorporation
                  or organization)
              **65-0884085**
                (I.R.S.
                  Employer
                Identification
                  No.)**20261
                  Acacia Street, Suite 200**
                **Newport
                  Beach, California**
                (Address
                  of principal executive offices)
              **92660**
                (Zip
                  Code)
 
 **Issuer’s
        telephone number (949) 660-1212**
 
 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 o No
x .
 
 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. o
 
 State
        issuer’s revenues for its most recent fiscal year.  The
        issuer’s revenues for the year ended December 31, 2005 were $ 1,152,403 .
 
 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.) $2,152,222, based on the last sale price of $0.165
        for our common stock on March 31, 2006.
  As
        of
        March 31, 2005, there were 13,043,773 shares of common stock, par value $0.0001
        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 oNo x
   
 
  **Trinity3
        Corporation**
 
 **TABLE
        OF CONTENTS**
 
 PART
                  I
              3ITEM
                  1 - DESCRIPTION OF BUSINESS
              3ITEM
                  2 - DESCRIPTION OF PROPERTY
              5ITEM
                  3 - LEGAL PROCEEDINGS
              6ITEM
                  4 - SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
              6PART
                  II
              7ITEM
                  5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
                  MATTERS
              7ITEM
                  6 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                  OPERATION
              11ITEM
                  7 - FINANCIAL STATEMENTS
              17ITEM
                  8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND
                  FINANCIAL DISCLOSURE
              17ITEM
                  8A - CONTROLS AND PROCEDURES
              17ITEM
                  8B - OTHER INFORMATION
              17PART
                  III
              18ITEM
                  9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
                  COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
              18ITEM
                  10 - EXECUTIVE COMPENSATION
              19ITEM
                  11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
                  MANAGEMENT
              21ITEM
                  12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
              22ITEM
                  13 - EXHIBITSITEM
                  14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES
              25
 
 
 2
 
 **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”).
 
 **Skyline
        Orthopedics, Inc.**
  We
        acquired Skyline on February 11, 2004. Skyline is 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.
  3
 
 Skyline’s
        Products and Services
 
 Products
 
 Skyline
        services healthcare 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 surgery. All of the products distributed
        by
        Skyline are manufactured by third parties.
 
 Services
 
 Skyline
        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 practice’s needs. Skyline’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 industry trend as it enables the
        practice to subcontract out this portion of the business and frees the practice
        to concentrate on patient care.
 
 Distribution
 
 Skyline
        markets 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 our 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
        includes the sales of products as small as syringes to products as large
        as
        hospital beds. Competition in the DME distribution business is intense. Skyline
        currently concentrates in the “orthotics and prosthetics" subsection of the DME
        market. 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,
        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 an established presence with 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 by growing top line revenues through marketing efforts, but also
        to make
        strategic acquisitions of key independent operators. Additionally, we will
        look
        to grow our revenues by adding new products.
  4
 
 Suppliers
 
 Our
        top
        five 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 an exclusive distributor of Body Glove branded DME braces
        and supports in our geographic market, 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 RevenuesCPM’s
              
              
              35Soft
                  Goods
              
              
              30Braces
              
              
              25Billing
                  Services
              
              
              10Total
              
              
              100
              %
  Intellectual
        Property
 
 We
        do not
        own any trademarks, patents, or other intellectual property, other than common
        law rights to our name.
 
 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.
 
 Employees
 
 We
        currently employ 10 people at Skyline.
 
 **ITEM
        2 - DESCRIPTION OF PROPERTY**
 
 Our
        corporate headquarters is housed with our subsidiary Skyline Orthopedics,
        Inc.,
        which leases 2,111 square feet of office space in Newport Beach, California
        pursuant to a month-to-month lease. The rent is currently $3,905 per
        month.
 
 Our
        Livermore office leases 1,705 square feet of office space in Livermore,
        California pursuant to a three-year lease expiring in July 1, 2008. The rent
        is
        currently $1,534 per month, plus prorated utilities, common area maintenance
        and
        property taxes.
  We
        believe these leases to be adequate for our present needs.
  5
 
 **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**
 
 No
        matters were submitted to security holders during the last of quarter of
        2005.
  6
  **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, 2004:**First
                  Quarter
              
              $
              0.16
              
              $
              0.01Second
                  Quarter
              
              $
              0.10
              
              $
              0.06Third
                  Quarter
              
              $
              0.10
              
              $
              0.06Fourth
                  Quarter
              
              $
              0.12
              
              $
              0.05**Fiscal
                  year ended December 31, 2005:**First
                  Quarter
              
              $
              0.16
              
              $
              0.05Second
                  Quarter
              
              $
              0.15
              
              $
              0.06Third
                  Quarter
              
              $
              0.15
              
              $
              0.06Fourth
                  Quarter
              
              $
              0.20
              
              $
              0.10
 
 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
        March 31, 2006, there were 13,043,773 shares of our common stock issued and
        outstanding which were held of record by approximately 128 shareholders.
        There
        are no shares of our preferred stock issued or outstanding.
  7
 
 **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.
 
 **Securities
        Authorized for Issuance Under Equity Compensation Plans**
 
 Equity
        Compensation Plan Information
 
 The
        following table sets forth certain information, as of December 31, 2005,
        concerning shares of common stock authorized for issuance under all of our
        equity compensation plans:
 
 **Number
                  of Securities to**
              **Weighted-average**
              **Number
                  of securities remaining****be
                  issued upon exercise of**
              **exercise
                  price of**
              **available
                  for future issuance****outstanding
                  options,**
              **outstanding
                  options,**
              **under
                  equity compensation****warrants
                  and rights**
              **warrants
                  and rights**
              **plans
                  [excluding securities****reflected
                  in column (a)]****Plan
                  Category**
              **(a)**
              **(b)**
              **(c)****Equity
                  Option compensation plans approved by****security
                  holders**2000
                  Employee Stock Option Plan
              300,000
              $
                  0.825
              -0-2002
                  Incentive and NonStatutory Stock Option Plan
              400,000
              0.825
              -0-2003
                  Incentive and NonStatutory Stock Option Plan
              5,000,000
              0.011
              -0-2004
                  Omnibus Securities and Stock Option Plan
              2,000,000
              0.105
              -0-**Total**
              7,700,000
              $
                  0.111
              -0-**Equity
                  Option compensation plans not approved by****security
                  holders**2005
                  Omnibus Securities and Stock Option Plan
              4,000,000
              0.105
              -0-**Total**
              11,700,000
              $
                  0.108
              -0-
 
 
 
 2005
        Omnibus Securities and Stock Option Plan
 
 On
        October 21, 2005, the Company’s Board of Directors approved the Trinity3
        Corporation 2005 Omnibus Securities and Stock Option Plan (the “2005 ESOP
        Plan”). Under the 2005 Plan, 4,000,000 shares of common stock have been
        authorized for issuance as Incentive Stock Options, qualifying for preferential
        tax treatment under Section 422(b) of the Internal Revenue Code, or Nonstatutory
        Stock Options to key employees, officers, directors or consultants.
  8
 
 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 2005 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
        2005
        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 2005 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 2005 Plan. Subject to certain restrictions, the 2005 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 4,000,000 shares of stock under the 2005
        Plan.
  9
  
 **Recent
        Sales of Unregistered Securities**
  During
        the second quarter ended June 30, 2005, the Company:
  1) On
        May 2,
        2005, issued a warrant to acquire 25,000 shares of the Company’s common stock
        exercisable at $.06 per share (the fair market value on the date of grant)
        to
        the Company’s legal counsel pursuant
        to a retainer agreement for legal services to be rendered to the
        Company.
  2) On
        May
        30, 2005, completed a capital raise of $198,000 from a private placement
        of
        convertible debentures with warrants. The Company issued to three investors
        $198,000 face value, 10% convertible debentures, plus warrants, to acquire
        495,000 shares of common stock at $.10 per share in exchange for $198,000.
        The
        debenture is convertible at the option of the holder into common stock at
        $.50
        per share.
  During
        the third quarter ended September 30, 2005, the Company:
 
 3) On
        September 26, 2005, issued 452,000 shares of the Company's restricted common
        stock to its legal counsel pursuant to the conversion of legal fees owed
        in the
        amount of $45,200, at a conversion price of $0.10 per share, the fair market
        value on the date of conversion.
 
 During
        the fourth quarter ended December 31, 2005, the Company:
 
 4) On
        October 21, 2005, issued a warrant to acquire 250,000 shares of the Company’s
        common stock exercisable at $.10 per share (the fair market value on the
        date of
        grant) to the Company’s legal counsel pursuant to a retainer agreement for legal
        services to be rendered to the Company.
 
 5) On
        October 21, 2005, issued a warrant to acquire 300,000 shares of the Company’s
        common stock exercisable at $.10 per share (the fair market value on the
        date of
        grant) to a consultant to the Company pursuant to a contract for services
        to be
        rendered to the Company.
 
 6)  On
        October 21, 2005, granted options to purchase 2,000,000 shares under the
        2004
        Omnibus Securities and Stock Option Plan.
 
 7)  On
        October 21, 2005, granted options to purchase 4,000,000 shares under the
        2005
        Omnibus Securities and Stock Option Plan.
 
 8) On
        November 18, 2005, issued $20,000 face value 10% convertible debentures and
        a
        warrant to acquire 50,000 shares of common stock at $0.10 per share in exchange
        for $20,000. The debenture is convertible at the option of the holder into
        common stock at $.50 per share.
  In
        each
        case, we relied upon Section 4(2) of the Securities Act for the offer and
        sale.
        We believe that Section 4(2) was available because the offer and sale did
        not
        involve a public offering and there was no general solicitation or general
        advertising involved in the offer or sale.
  10
 
 **ITEM
        6 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
 
 **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.
 
 **Summary
        Overview**
 
 We
        currently operate in one business segment: Healthcare. Our healthcare division
        is anchored by our subsidiary, Skyline Orthopedics, Inc. (“Skyline”) which was
        acquired on February 11, 2004. Skyline is 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 include Continuous Passive Motion (CPM) equipment, and a wide
        variety of orthopedic soft goods, including braces and supports for arms,
        elbows, knees and legs. Additionally, Skyline provides services and support
        for
        the administration, maintenance, and receivable collection functions associated
        with practice groups utilizing durable medical equipment products, offering
        custom tailored billing and collection services for practice groups requiring
        custom tailored services. We plan on growing this division through internal
        growth of top line revenues and strategic acquisitions. The consolidated
        operations of Skyline are included in our financial statements, beginning
        February 12, 2004.
  11
 
 We
        have
        two inactive subsidiaries: Trinity3 Acceptance Corporation and Caiban Holdings,
        Inc. We are seeking opportunities which provide shareholder value for these
        subsidiaries, or alternatively, to sell or shut down these
        subsidiaries.
 
 As
        a
        result of our growth plans, our biggest challenges will be threefold: managing
        our growth, generating positive cash flow, and integrating other growth
        opportunities into the Company.
 
 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, 2005 were prepared assuming that we will continue as
        a going
        concern. They note that we have incurred losses and that there are no assurances
        that we will be able to meet our financial obligations in the
        future.
  12
 
  **Results
        of Operations**
 
 **Year
        ended December 31, 2005 compared to year ended December 31,
        2004**
 
 Revenues,
        Expenses and Loss from Operations
  
 Our
        revenues, cost of revenues, general and administrative expenses, and loss
        from
        operations for the years ended December 31, 2005 and 2004, respectively,
        are as
        follows:
  **Year
                  ended**
                **December
                  31**2005
              
              *%
                  of Net*
                *Revenue*
              
              2004
              
              *%
                  of*
                *Revenue*
              
              *Percent*
                *Change*Net
                  Revenues
              
              
              1,152,403
              
              
              *100.0*
              
              
              845,922
              
              
              *100.0*
              
              
              *36.2*Cost
                  of Net Revenues
              
              
              449,823
              
              
              *39.0*
              
              
              203,260
              
              
              *24.0*
              
              
              *121.3*Depreciation
              
              
              51,280
              
              
              *4.4*
              
              
              39,162
              
              
              *4.6*
              
              
              *30.9*Gross
                  Profit
              
              
              651,300
              
              
              *56.6*
              
              
              603,500
              
              
              *71.4*
              
              
              *7.9*General
                  & Administrative Expenses
              
              
              878,864
              
              
              *76.3*
              
              
              767,556
              
              
              *90.7*
              
              
              *14.5*Interest
                  and Taxes
              
              
              34,710
              
              
              *3.0*
              
              
              26,012
              
              
              *3.1*
              
              
              *33.4*Net
                  Loss
              
              $
              (262,274
              )
              
              *(22.7*
              *)*
              $
              (190,068
              )
              
              *(22.4*
              *)*
              
              *38.0*
 
 Revenues
 
 Net
        revenues for the year ended December 31, 2005 were $1,152,403 compared to
        $845,922 for the same period in 2005, an increase of 36.2%. This increase
        is due
        to top line revenue growth.
 
 Cost
        of Net Revenues
 
 Cost
        of
        net revenues was $449,823 for the year ended December 31, 2005 compared to
        $203,260 for the same period in 2005, an increase of 121.3%. This increase
        is
        due to top line revenue growth combined with an expanded product line
        offering.
 
 Operating,
        General and Administrative Expenses
 
 General
        and administrative expenses were $878,864 for the year ended December 31,
        2005
        as compared to $767,556 for the same period in 2004, an increase of 14.5%.
        This
        increase is due to the increased general and administrative overhead as the
        firm
        grows.
  Net
        Loss
 
 The
        Company experienced a consolidated net loss of ($262,274) for the year ended
        December 31, 2005 compared to a net loss of ($190,068) for the same period
        in
        2004, an increase of 38%. Ramp up costs and larger parent company corporate
        expenses, including general, administrative, and interest expense items
        continued to keep consolidated earnings below the breakeven mark.
  13
 
 
 **Segment
        Reporting**
 
 Trinity3
        currently operates in one business segment: Healthcare. The Company has two
        inactive subsidiaries, which are currently not reportable segments, as neither
        their operations, nor assets, meet the 10% threshold requirements of SFAS
        131.
        The Healthcare segment is anchored by Skyline Orthopedics, Inc. (“Skyline”). The
        Healthcare segment is 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. The segment’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. The following table breaks out reportable information for the Healthcare
        segment, for the three months and years ended December 31, 2005 and 2004,
        respectively:
 
  ***Healthcare
                  Segment Operations:***
              
              **Three
                  months ended**
                **December
                  31**
              
              **Year
                  ended**
                **December
                  31****2005**
              
              ***%
                  of***
                ***Revenue***
              
              **2004**
              
              **2005**
              
              ***%
                  of***
                ***Revenue***
              
              **2004**Net
                  Revenues
              
              
              312,613
              
              
              *100.0*
              
              
              237,886
              
              
              1,152,403
              
              
              *100.0*
              
              
              845,922Cost
                  of Net Revenues
              
              
              166,731
              
              
              *53.3*
              
              
              64,435
              
              
              449,823
              
              
              *39.0*
              
              
              203,260Gross
                  profit
              
              
              145,882
              
              
              *46.7*
              
              
              173,451
              
              
              702,580
              
              
              *61.0*
              
              
              642,662Operating
                  expenses:General
                  and administrative
              
              
              234,651
              
              
              *75.0*
              
              
              146,169
              
              
              754,853
              
              
              *65.5*
              
              
              489,824Segment
                  operating earnings
              
              $
              (88,769
              )
              
              *(28.3*
              *)*
              $
              27,282
              
              $
              (52,273
              )
              
              *(4.5*
              *)*
              $
              152,838***Healthcare
                  Segment Assets:***Total
                  assets
              
              $
              697,228
              
              
              
              
              $
              471,455
              
              $
              697,228
              
              
              
              
              $
              471,455
 
 Segment
        Reporting does not include depreciation and income taxes attributable to
        the
        segment, nor does it include corporate general, administrative, and interest
        expense. The following table reconciles Segment Operating Earnings to
        Consolidated Earnings (Loss) for the three months and years ended December
        31,
        2005 and 2004, respectively:
 
 ***Reconciliation
                  of Segment Operations to***
                ***Consolidated
                  Earnings (Loss):***
              
              **Three
                  months ended**
                **December
                  31**
              
              **Year
                  ended**
                **December
                  31****2005**
              
              **2004**
              
              **2005**
              
              **2004**Segment
                  operating earnings
              
              $
              (88,769
              )
              $
              27,282
              
              $
              (52,273
              )
              $
              152,838Segment
                  depreciation
              
              
              (14,263
              )
              
              (11,377
              )
              
              (51,280
              )
              
              (39,162
              )Income
                  taxes
              
              
              —
              
              
              —
              
              
              (800
              )
              
              (1,600
              )Corporate
                  general and administrative expenses
              
              
              (31,817
              )
              
              (88,495
              )
              
              (124,011
              )
              
              (277,732
              )Corporate
                  interest expense
              
              
              (10,421
              )
              
              (7,560
              )
              
              (33,910
              )
              
              (24,412
              )Consolidated
                  earnings (Loss)
              
              $
              (145,270
              )
              $
              (80,150
              )
              $
              (262,274
              )
              $
              (190,068
              )
   14
 
 **Liquidity
        and Capital Resources**
 
 Introduction
 
 During
        year ended December 31, 2005, we generated negative operating cash flows.
        Cash
        totaled $10,570 and $1,875 at December 31, 2005 and 2004, respectively.
 
 Cash,
        current assets, total assets, current liabilities, and total liabilities
        as of
        December 31, 2005
        and
        2004, respectively, are as follows:
  December
                  31
              
              *Percentage*2005
              
              2004
              
              *Change*Cash
              
              $
              10,570
              
              $
              1,875
              
              
              *463.7*
              *%*Total
                  Current Assets
              
              $
              534,555
              
              $
              241,754
              
              
              *121.1*
              *%*Total
                  Assets
              
              $
              698,179
              
              $
              398,945
              
              
              *75.0*
              *%*Total
                  Current Liabilities
              
              $
              871,316
              
              $
              720,984
              
              
              *20.9*
              *%*Total
                  Liabilities
              
              $
              1,148,292
              
              $
              720,984
              
              
              *59.3*
              *%*
 
 Cash
        Requirements
 
 We
        currently do not have sufficient cash flow to continue operations for the
        next
        twelve months, but we believe that we will be able to obtain sufficient capital
        to do so. Our working capital requirements during 2006 and thereafter will
        vary
        based on a number of factors, including revenues generated by our operations.
        Additionally, we expect to utilize 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 adversely affect 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 $350,391 and $99,921 for the years ended December
        31,
        2005 and 2004, respectively. Negative operating cash flows during 2005 were
        created primarily by increased fixed and overhead expenses, combined with
        ramp
        up costs.
 
 *Investing*
 
 Net
        cash
        used by investing activities was $15,966 and $268,977 and for the years ended
        December 31, 2005 and 2004, respectively. Investing activities for the year
        ended December 31, 2005 consisted of $15,966 in net purchases of new equipment.
 
 *Financing*
 
 Net
        cash
        provided by financing activities was $375,052 and $370,734 for the years
        ended
        December 31, 2005 and 2004, respectively. In 2005, financing activities included
        loans to the Company from officers, netting $340,552; proceeds from bank
        loan,
        netting $90,000; paydown on bank loan of $40,000; warrant exercise, netting
        $26,500; issuance of new debentures, netting $218,000; and retirement of
        $260,000 in maturing debentures.
  15
 
 **Debt
        Instruments, Guarantees, and Related Covenants**
 
 As
        of
        December 31, 2005 and 2004, the Company had $258,000 and $300,000, respectively,
        of convertible debt instruments outstanding. Additionally, the Company had
        $50,000 and $-0- of bank debt outstanding at December 31, 2005 and 2004,
        respectively.
 
 During
        the year ended December 31, 2005, the Company issued, in private placements,
        a
        total of $218,000, face value, 10% convertible debentures, plus attached
        warrants to acquire 545,000 shares of Company stock at $.10 per share in
        exchange for $218,000. All maturities on the debentures outstanding at December
        31, 2005 have been extended to May 31, 2007. The debentures are convertible
        at
        the option of the holder into Company common stock at $.50 per share. The
        proceeds, combined with loans from officers, were used to retire a total
        of
        $260,000 of maturing convertible debentures issued in 2004 and
        2005.
  In
        July
        2005, the Company borrowed $90,000 from a bank under a line of credit facility
        to fund working capital requirements. The terms are interest only based on
        prime
        interest rate plus 3.0%. The current fully indexed interest rate is 10.75%.
        The
        loan maturity date is July 22, 2006. $40,000 principle pay down was made
        in
        December 2005 and the remaining principle balance of $50,000 was paid down
        in
        April 2006. The source of funds for such repayment was an officer of the
        Company
        and is reflected in the financial statements as Notes payable - related
        party.
 
 Interest
        expense of $33,910 and $24,412 for the year ended December 31, 2005 and 2004,
        respectively, is attributable to these debt instruments.
 
 **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).
        The
        consolidated financial statements include the accounts of the Company and
        its
        wholly-owned subsidiaries. Significant inter-company accounts and transactions
        have been eliminated in consolidation. Inventory, which consists only of
        finished goods, is stated at the lower of cost or market, with cost being
        determined by the first-in, first-out (FIFO) method. Property and equipment
        was
        purchased in the acquisition of Skyline Orthopedics, Inc., and is valued
        at the
        fair market value on the date of the purchase. Depreciation is recorded over
        the
        estimated useful lives of the assets (three to five years) using the
        straight-line method. Major improvements are capitalized, while repair and
        maintenance expenditures are expenses as incurred.
 
 **Off
        Balance Sheet Contracts**
 
 At
        December 31, 2005 and 2004, there were no “off balance sheet” contracts or items
        to record.
  16
 
 
 **ITEM
        7 - FINANCIAL STATEMENTS**
  Index
                  to Consolidated Financial StatementsReport
                  of Independent Registered Accounting Firm
              F-1Consolidated
                  Balance Sheets as of December 31, 2005 and 2004
              F-2Consolidated
                  Statements of Operations for the year ended December 31, 2005 and
                  2004
              F-3Consolidated
                  Statement of Changes in Stockholders’ Equity (Deficit) for the period
                  December 31, 2003 through December 31, 2005
              F-4Consolidated
                  Statements of Cash Flows for the year ended December 31, 2005 and
                  2004
              F-5Notes
                  to Consolidated Financial Statements
              F-7
 
 (Financial
        Statements attached at F-1 - F-7 beginning
        on page 27 of this Report)
  **ITEM
        8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE**
 
 None
 
 **ITEM
        8A - 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.
 
 **ITEM
        8B - OTHER INFORMATION**
 
 None
  17
 
 **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)**Steven
                  D. Hargreaves
              
              47
              
              President,
                  Chief Financial Officer, and Director (2002)Shannon
                  T. Squyres
              
              46
              
              Chief
                  Executive Officer, Secretary, and Director (2002)Jeffrey
                  S. Willmann
              
              36
              
              Director
                  (2005)
 
 **Steven
        D. Hargreaves** ,
        47, is
        a director, President and Chief Financial Officer of the Company. 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 an equity research analyst
        specializing in emerging growth companies with Dean Witter Reynolds from
        1992 to
        1993. Mr. Hargreaves began his professional career as a Certified Public
        Accountant having worked for firms Arthur Andersen and Ernst & Whinney. Mr.
        Hargreaves graduated from University of Southern California in 1991 with
        a
        Masters of Business Administration degree (MBA) concentrating in Finance;
        and
        from California State University, Long Beach in 1983 with a Bachelor of Science
        (BS) in Business Administration.
 
 **Shannon
        T. Squyres** ,
        46, is
        a director, Chief Executive Officer and Secretary of the Company. Mr. Squyres
        has worked in the financial industry for over 20 years and has a wide range
        of
        expertise with extensive experience in corporate finance, investor relations
        and
        press relations. From 1987 to the present, Mr. Squyres has been president
        of
        Market Pathways Financial Relations, Inc., a financial relations consulting
        firm
        working with publicly traded companies. Prior to founding Market Pathways
        Financial Relations 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 with, and consulted to, numerous companies in a diverse
        group of industries including: healthcare (dental supplies & services,
        medical supplies, pain management networks, and specialty medical products);
        consumer products (consumer electronics, computer software & hardware and
        sporting goods); and various manufacturing companies servicing both the
        healthcare and consumer products segments. Mr. Squyres graduated from California
        State University, Fullerton in 1982 with a Bachelor of Arts degree (BA) in
        Communications/Public Relations.
  18
 
 **Jeffrey
        S. Willmann** ,
        36, **** joined
        our Board of Directors in February 2005 and brings a vast knowledge of the
        healthcare industry; he has been an officer since February 2005. Currently
        he is
        Director of our Healthcare Division. He also serves as outside Board Consultant
        to Family Choice Health Plan of New York, and outside Consultant to Sharp
        Health
        Plan of San Diego. From 2001 to 2003, Mr. Willmann served as Vice President
        & Chief Financial Officer of Sharp Health Plan, San Diego (a subsidiary of
        Sharp HealthCare) where revenue more than doubled under his tenure. Prior
        to
        Sharp, Mr. Willmann was a co-founder of Trinity Health Ventures, Inc., where
        he
        served as President and Chairman of the Board from 1997 to 2001, before a
        successful sale of the  company
        in 2001 to Odyssey Healthcare (ODSY), a publicly traded healthcare conglomerate
        with a market capitalization of $400 million. Prior to Trinity Health Ventures,
        Inc., Mr. Willmann had been associated with healthcare industry leaders FHP,
        Inc. (merged into Pacificare, [PHS], 1997) from 1996 to 1997; Aetna U.S.
        Healthcare [AET] from 1995 to 1996; and Health Choice Arizona (formerly part
        of
        Tenet Healthcare) from 1991 to 1995. Mr. Willmann graduated from Arizona
        State
        University in 1993 with a Master of Health Service Administration degree
        (MHSA);
        and from Concordia College, Moorhead, Minnesota with a **** Bachelor
        of Arts degree (BA) in Hospital & Business Administration, 1991, Cum Laude
        Honors.
 
 Compliance
        with Section 16(a) of the Exchange Act
 
 Except
        as
        otherwise set forth herein, based solely on review of the copies of such
        forms
        furnished to the Company, or written representations that no reports were
        required, the Company believes that for the fiscal year ended December 31,
        2005,
        beneficial owners complied with Section 16(a) filing requirements applicable
        to
        them, except: Steven D. Hargreaves had a late Form 5 reflecting an option
        grant
        in October 2005 and Jeffrey S.Willmann had a late Form 5 reflecting an option
        grant in October 2005.
 
 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.
 
 **ITEM
        10 - EXECUTIVE COMPENSATION**
 
 The
        Summary Compensation Table shows compensation of our CEO and four mostly
        highly
        compensated officers for the fiscal years ended December 31, 2005 and 2004.
        No
        executive officer’s salary and bonus exceeded $100,000 in any of the applicable
        years, but the Company has voluntarily chosen to provide comparable compensation
        information for its executive officers. 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.
  19
 
 
 
 **EXECUTIVE
                  COMPENSATION****Annual
                  Compensation**
              
              **Long
                  Term Compensation****Awards**
              
              **Payouts****Name
                  and**
                **Principal
                  Position**
              **Year**
              **Salary**
                **($)**
              **Bonus**
                **($)**
              **Other**
                **Annual**
                **Compensation**
                **($)**
              
              **Restricted**
                **Stock**
                **Awards**
                **($)**
              **Securities**
                **Underlying**
                **Options
                  SARs**
                **(#)**
              
              **LTIP**
                **Payouts**
                **($)**
              **All**
                **Other**
                **Compensation**
                **($)**Steven
                  D. Hargreaves,
              2005
              $1
              -0-
              -0-
              
              -0-
              1,400,000
              
              -0-
              -0-President
              2004
              $1
              -0-
              -0-
              
              -0-
              2,500,000
              
              -0-
              -0-Shannon
                  T. Squyres,
              2005
              $1
              -0-
              -0-
              
              -0-
              -0-
              
              -0-
              -0-CEO
                  and Secretary
              2004
              $1
              -0-
              -0-
              
              -0-
              2,500,000
              
              -0-
              -0-Jeffrey
                  S. Willmann,
              2005
              $1
              -0-
              -0-
              
              -0-
              1,400,000
              
              -0-
              -0-Director
                  of Healthcare Division
              2004
              $1
              -0-
              -0-
              
              -0-
              300,000
              
              -0-
              -0-
  **OPTION/SAR
                  GRANTS IN LAST FISCAL YEAR**
                **(Individual
                  Grants)****Name**
              **Number
                  of Securities**
                **Underlying**
                **Options/SARs
                  Granted**
                **(#)**
              **Percent
                  of Total**
                **Options/SARs
                  Granted**
                **To
                  Employees In Fiscal**
                **Year**
              **Exercise
                  or**
                **Base
                  Price**
                **($/Share)**
              **Expiration
                  Date**Steven
                  D. Hargreaves
              1,400,000
              23%
              .11
              10/21/2015Shannon
                  T. Squyres
              -0-
              N/A
              N/A
              N/AJeffrey
                  S. Willmann
              1,400,000
              23%
              .11
              10/21/2015
 
 
 
 **AGGREGATED
                  OPTIONS/SAR EXERCISES IN LAST FISCAL YEAR**
                **AND
                  FY-END OPTION/SAR VALUES****Name**
              **Shares**
                **Acquired
                  On**
                **Exercise**
                **(#)**
              **Value**
                **Realized**
                **($)**
              **Number
                  of Unexercised**
                **Securities
                  Underlying**
                **Options/SARs
                  at FY-End**
                **(#)**
                **Exercisable/Unexercisable**
              **Value
                  of Unexercised**
                **In-The-Money**
                **Option/SARs**
                **at
                  FY-End**
                **($)**
                **Exercisable/Unexercisable**Steven
                  D. Hargreaves
              N/A
              N/A
              4,250,000
                  / -0-
              364,500
                  / -0-Shannon
                  T. Squyres
              N/A
              N/A
              2,850,000
                  / -0-
              322,500
                  / -0-Jeffrey
                  S. Willmann
              N/A
              N/A
              1,400,000
                  / -0-
              42,000
                  / -0-
 
 20
  **ITEM
        11 - SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT**
 
 The
        following table sets forth, as of March 31, 2006, 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.
 
 Name
                  and Address of
                Beneficial
                  Owner
              
              Amount
                  and Nature of
                Beneficial
                  Ownership
              
              Percent
                of
                  Class (1)Steven
                  D. Hargreaves
                20261
                  Acacia, Suite 200
                Newport
                  Beach, CA 92660
              
              8,050,072
                  (2)
              
              46.5%
                  (2)Shannon
                  T. Squyres
                20261
                  Acacia, Suite 200
                Newport
                  Beach, CA 92660
              
              6,650,072
                  (3)
              
              41.8%
                  (3)Jeffrey
                  S. Willmann
                20261
                  Acacia, Suite 200
                Newport
                  Beach, CA 92660
              
              2,380,000
                  (4)
              
              16.5%
                  (4)All
                  Officers and Directors
                as
                  a Group (3 Persons)
              
              17,080,144
                  (2)(3)(4)
              
              79.3%
 
 (1)
              Unless
                  otherwise indicated, based on13,043,773shares
                  of common stock outstanding. Shares of common stock subject to
                  options or
                  warrants currently exercisable, or exercisable within 60 days,
                  are deemed
                  outstanding for purposes of computing the percentage of the person
                  holding
                  such options or warrants, but are not deemed outstanding for purposes
                  of
                  computing the percentage of any other
                  person.
 
 (2)
                Includes
                    1,400,000 shares of common stock which may be acquired upon the
                    exercise
                    of options at $0.10 per share,2,500,000
                    shares of common stock which may be acquired upon the exercise
                    of options
                    at $0.011 per share, 200,000 shares of common stock which may
                    be acquired
                    upon the exercise of options at $0.825 per share, and 150,000
                    shares of
                    common stock which may be acquired upon the exercise of options
                    at $0.825
                    per share.
 
 (3)
              Includes
                  2,500,000 shares of common stock which may be acquired upon the
                  exercise
                  of options at $0.011 per share, 200,000 shares of common stock
                  which may
                  be acquired upon the exercise of options at $0.825 per share, and
                  150,000
                  shares of common stock which may be acquired upon the exercise
                  of options
                  at $0.825 per share.
 
 (4)
              Includes
                  1,400,000 shares of common stock which may be acquired upon the
                  exercise
                  of options at $.10 per share.
  21
  **ITEM
        12 - CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
  On
        December 10, 2004, we entered into a consulting agreement with Jeffrey S.
        Willmann, under which Mr. Willmann agreed to assist us with identifying
        potential acquisition targets, the development of new business, and with
        client
        expansion. Under the terms of the consulting agreement, we issued Mr. Willmann
        warrants to purchase a total of up to 300,000 shares of our common stock
        at an
        exercise price of $0.06 per share. Mr. Willmann is now one of our Directors,
        and
        an officer, but was not at the time we entered into the consulting agreement.
 
 On
        October 21, 2005, we issued 1,400,000 options to each of Mr. Hargreaves and
        Mr.
        Willmann under our 2004 and 2005 Incentive and Nonstatutory Stock Option
        Plans
        as compensation for services rendered. The options are exercisable until
        October
        21, 2015 at an exercise price of $0.10 per share.
 
 At
        December 31, 2005 and December 31, 2004, loans from officers and directors
        to
        the Company totaled $371,634 and $93,582, respectively. These loans are non
        interest bearing and are payable upon demand. At December 31, 2005, these
        loans
        were comprised of $297,830 due Steven D. Hargreaves; $67,304 due Shannon
        T.
        Squyres; and $6,500 due Jeffrey S. Willmann.
  22
 **ITEM
        13 - EXHIBITS**
 
 **(a)**  **Exhibits**
 2.1
              Reorganization
                  and Stock Purchase Agreement dated February 4, 2004.(7)3.1
              Certificate
                  of Incorporation of Silver King Resources (Delaware), Inc., filed
                  on April
                  13, 1999.(1)3.2
              Certificate
                  of Merger of Silver King Resources, Inc. into Silver King Resources
                  (Delaware), Inc.(2)3.3
              Certificate
                  of Amendment of Certificate of Incorporation dated July 17, 2002,
                  changing
                  name to eNexi Holdings, Inc.(3)3.4
              Certificate
                  of Amendment of Certificate of Incorporation dated November 5,
                  2002,
                  changing name to Trinity3 Corporation.(4)3.5
              Certificate
                  of Amendment of Certificate of Incorporation dated February 20,
                  2003,
                  increasing the authorized common stock.(5)3.6
              Bylaws
                  of Silver King Resources (Delaware), Inc.(6)4.1
              Form
                  of 10% Convertible Debenture.(12)4.2
              10%
                  Convertible Debenture dated February 9, 2004.(7)10.1
              ENexi
                  Holdings, Inc. 2000 Equity Incentive Plan.(8)10.2
              Form
                  of Stock Option Agreement under 2000 Equity Incentive Plan.(5)10.3
              ENexi
                  Holdings, Inc. 2002 Stock Option/Stock Issuance Plan.(4)10.3
              Form
                  of Option Agreement under 2002 Stock Option/Stock Issuance Plan.(4)10.4
              Trinity3
                  Corporation 2003 Incentive and Nonstatutory Stock Option Plan.(5)10.5
              Form
                  of Option Agreement under the 2003 Incentive and Nonstatutory Stock
                  Option
                  Plan.(5)10.6
              Trinity3
                  Corporation 2004 Omnibus Securities and Stock Option Plan.(9)10.7
              Form
                  of Incentive Stock Option Agreement under the 2004 Omnibus Securities
                  and
                  Stock Option Plan.(9)10.8
              Form
                  of Nonstatutory Stock Option Agreement under the 2004 Omnibus Securities
                  and Stock Option Plan.(9)10.9
              Standard
                  Office Lease for Premises Occupied by Skyline Orthopedics, Inc.(10)10.10
              Consulting
                  Agreement with Jeffrey S. Willmann dated December 10, 2004.(11)10.11
              Trinity3
                  Corporation Warrant dated December 10, 2004.(11)10.12
              Form
                  of Securities Purchase Agreement.(12)10.13
              Form
                  of Warrant Agreement.(12)10.14
              Extension
                  Agreement dated February 10, 2004.(7)10.15
              Promissory
                  Note dated February 11, 2004.(7)10.16
              Guaranty
                  dated February 11, 2004.(7)10.17
              Security
                  Agreement dated February 11, 2004.(7)10.18
              Consulting
                  Agreement dated February 11, 2004.(7)10.19
              Securities
                  Purchase Agreement and Investor Questionnaire dated February 9,
                  2004.(7)10.20
              Security
                  Agreement dated February 9, 2004.(7)10.21
              Warrant
                  Agreement dated February 9, 2004.(7)10.22
              2005
                  Omnibus Securities and Stock Option Plan.(13)10.23
              Form
                  of Loan Agreement from Company to Steven D. Hargreaves10.24
              Form
                  of Loan Agreement from Company to Shannon T. Squyres10.25
              Form
                  of Loan Agreement from Company to Jeffrey S. Willmann31.1
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Executive
                  Officer31.2
              Rule
                  13a-14(a)/15d-14(a) Certification of Chief Financial
                  Officer32.1
              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.
 23
 (1)
            Incorporated
                by reference from our Form 10-SB filed with the Commission on July
                8,
                1999. (2)
            Incorporated
                by reference from our Form 10-SB filed with the Commission on July
                8,
                1999. (3)
            Incorporated
                by reference from our Schedule 14C filed with the Commission on May
                26,
                2000. (4)
            Incorporated
                by reference from our Annual Report on Form 10-KSB filed with the
                Commission on April 15, 2003. (5)
            Incorporated
                by reference from our Annual Report on Form 10-KSB filed with the
                Commission on April 14, 2004. (6)
            Incorporated
                by reference from our Form 10-SB filed with the Commission on July
                8,
                1999. (7)
            Current
                Report on Form 8-K dated and filed with the Commission on February
                26,
                2004. (8)
            Incorporated
                by reference from our Registration Statement on Form SB-2 filed with
                the
                Commission on June 16, 2000. (9)
            Incorporated
                by reference from our Current Report on Form 8-K dated and filed
                with the
                Commission on June 8, 2004. (10)
            Incorporated
                by reference from our Annual Report on Form 10-KSB filed with the
                Commission on May 17, 2005. (11)
            Incorporated
                by reference from our Current Report on Form 8-K dated and filed
                with the
                Commission on December 16, 2004. (12)
            Incorporated
                by reference from our Quarterly Report on Form 10-QSB filed with
                the
                Commission on September 21, 2005. (13)
            Incorporated
                by reference from our Quarterly Report on Form 10-QSB filed with
                the
                Commission on December 21, 2005.  24
  **ITEM
        14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES**
  **Principal
        Accountant Fees And Services**
 
 The
        following table sets forth fees we accrued or paid Mendoza Berger & Company
        for professional services rendered during the fiscal years ended December
        31,
        2005 and December 31, 2004 :
 **Fiscal
                    Year Ended****Fee
                    Category**
                
                **December
                    31, 2005**
                
                **December
                    31, 2004**(i)
                
                
                Audit
                    Fees
                
                $
                36,763
                
                $
                27,716(ii)
                
                
                Audit
                    Related Fees
                
                
                —
                
                
                —(iii)
                
                
                Tax
                    Fees
                
                
                —
                
                
                —(iv)
                
                
                All
                    Other Fees
                
                
                —
                
                
                —***Total
                    Fees***
                
                $
                36,763
                
                $
                27,716
 
 ***Audit
        Fees.*** Audit
        fees consist of fees billed for professional services rendered for the audit
        of
        the Company's consolidated financial statements and review of the interim
        consolidated financial statements included in our form 10-QSB quarterly reports
        and services that are normally provided by Mendoza Berger & Company in
        connection with statutory and regulatory filings or engagements.
  ***Audit-Related
        Fees*** .
        Audit-related fees consist of fees billed for assurance and related services
        that are reasonably related to the performance of the audit or review of
        the
        Company's consolidated financial statements and are not reported under "Audit
        Fees."
  ***Tax
        Fees*** .
        Tax
        fees consist of fees billed for professional services for tax compliance,
        tax
        advice and tax planning. The Company was not provided with any tax-related
        services in fiscal 2005 or 2004.
  ***All
        Other Fees*** .
        All
        other fees consist of fees for products and services other than the services
        reported above.
  The
        Board
        of Directors of the Company approved all of the fees described above since
        there
        was not an Audit Committee in place at the time of the approvals.
  25
 
 
 **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.
 
 Dated:May
                  19, 2006
              /s/Steven
                  D. HargreavesBy:Steven
                  D. HargreavesIts: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.
 
 
 Dated:
                  May 19, 2006
              /s/Steven
                  D. HargreavesBy:Steven
                  D. Hargreaves, Director, Chief Financial Officer
                (Principal
                  Accounting Officer)Dated:
                  May 19, 2006
              /s/Shannon
                  T. SquyresBy:Shannon
                  T. Squyres, Director, Chief Executive Officer
                (Chief
                  Executive Officer)Dated:
                  May 19, 2006
              /s/Jeffrey
                  S. WillmannBy:Jeffrey
                  S. Willmann, Director
  
 26
  
 
 Consolidated
        Financial Statements and
 Report
        of
        Independent Registered Accounting Firm
 
 TRINITY3
        CORPORATION AND SUBSIDIARIES
 
 December
        31, 2005 and 2004
    
 
 
  **REPORT
        OF INDEPENDENT REGISTERED ACCOUNTING FIRM**
 
 To
        the
        Board of Directors and Stockholders
 of
        Trinity 3 Corporation
 
 We
        have
        audited the accompanying consolidated balance sheets of Trinity3 Corporation
        (a
        Delaware corporation) and subsidiaries as of December 31, 2005 and 2004,
        and the
        related consolidated statements of income, stockholders’ equity (deficit), and
        cash flows for the years then ended. These consolidated financial statements
        are
        the responsibility of the Company’s management. Our responsibility is to express
        an opinion on these financial statements based on our audits.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audits to obtain reasonable assurance about whether the
        consolidated financial statements are free of material misstatement. An audit
        includes examining, on a test basis, evidence supporting the amounts and
        disclosures in the consolidated 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 Trinity3
        Corporation and subsidiaries as of December 31, 2005 and 2004, and the results
        of their operations and their cash flows for the years then ended 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 incurred significant losses from operations. 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
 May
        12,
        2006
   F-1
 
 
 **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        BALANCE SHEETS**
 
 
 
 **ASSETS**
 **December
                  31, 2005**
              
              **December
                  31, 2004**Current
                  assets:Cash
              
              $
              10,570
              
              $
              1,875Accounts
                  receivable (net of allowance for doubtful accounts of $161,713
                  and$48,728
                  , at December 31, 2005 and December 31, 2004, respectively)(Note
                  2)
              
              
              402,896
              
              
              184,476Inventory
                  (Note 2)
              
              
              121,089
              
              
              55,403Total
                  current assets
              
              
              534,555
              
              
              241,754Property,
                  plant and equipment (Note 2)
              
              
              248,287
              
              
              190,574Less:
                  accumulated depreciation
              
              
              (89,713
              )
              
              (38,433
              )158,574
              
              
              152,141Goodwill
                  (Note 4)
              
              
              5,050
              
              
              5,050Total
                  assets
              
              $
              698,179
              
              $
              398,945
 
 **LIABILITIES
        AND STOCKHOLDERS’ EQUITY**
 
 Current
                  liabilities:Accounts
                  payable
              
              $
              382,168
              
              $
              301,364Accrued
                  expenses
              
              
              42,343
              
              
              24,438Note
                  payable - related party (Note 4)
              
              
              371,634
              
              
              93,582Income
                  tax payable (Note 9)
              
              
              2,400
              
              
              1,600Bank
                  loan (Note 6)
              
              
              50,000
              
              
              —Convertible
                  debentures - current portion (Note 7)
              
              
              —
              
              
              300,000Capitalized
                  leases  - current portion (Note 5)
              
              
              22,771
              
              
              —Total
                  current liabilities
              
              
              871,316
              
              
              720,984Long
                  term liabilities:Convertible
                  debentures (Note 7)
              
              
              258,000
              
              
              —Capitalized
                  leases - long term portion (Note 5)
              
              
              18,976
              
              
              —Total
                  long term liabilities
              
              
              276,976
              
              
              —Total
                  liabilities
              
              
              1,148,292
              
              
              720,984Commitments
                  (Note 6)
              
              
              —
              
              
              —Stockholders’
                  equity: (Note 7)
                Common
                  Stock:
                $0.0001
                  par value, 2,000,000,000 shares authorized, 13,043,773 and 11,441,773
                  shares issued and outstanding at December 31, 2005 and December
                  31, 2004,
                  respectively.
              
              
              1,304
              
              
              1,144Additional
                  paid-in capital
              
              
              233,496
              
              
              99,456Common
                  Stock Subscribed, 650,000 shares
              
              
              6,500
              
              
              6,500Accumulated
                  deficit
              
              
              (691,413
              )
              
              (429,139
              )Total
                  stockholders’ equity (deficit)
              
              
              (450,113
              )
              
              (322,039
              )Total
                  liabilities and stockholders’ equity
              
              $
              698,179
              
              $
              398,945
 
 *The
        accompanying notes are an integral part of these financial
        statements* ****
  F-2
  **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        STATEMENTS OF INCOME**
 
 
 **Year
                  ended**
                **December
                  31****2005**
              
              **2004**Net
                  revenues
              
              $
              1,152,403
              
              $
              845,922Cost
                  of net revenues
              
              
              449,823
              
              
              203,260Depreciation
              
              
              51,280
              
              
              39,162Gross
                  profit
              
              
              651,300
              
              
              603,500Operating
                  expenses:General
                  and administrative
              
              
              878,864
              
              
              767,556Loss
                  from operations beforeinterest
                  and provision for income taxes
              
              
              (227,564
              )
              
              (164,056
              )Interest
                  expense
              
              
              33,910
              
              
              24,412Loss
                  before provision for income taxes
              
              
              (261,474
              )
              
              (188,468
              )Provision
                  for taxes
              
              
              800
              
              
              1,600Net
                  loss
              
              $
              (262,274
              )
              $
              (190,068
              )Loss
                  per share - basic and diluted
              
              $
              (.02
              )
              $
              (.02
              )Weighted
                  average number of common sharesoutstanding
                  - basic and diluted
              
              
              11,939,097
              
              
              11,271,417
 
  
 *The
        accompanying notes are an integral part of these financial
        statements*
  F-3
 
  **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**
 
 
 **Common
                  Stock****Number**
                **of**
                **Shares**
              
              **Amount**
              
              **Additional**
                **Paid-in**
                **Capital**
              
              **Common**
                **Stock**
                **Subscribed**
              
              **Accumulated**
                **Deficit**
              
              **Total**
                **Stockholders’**
                **Equity**Balance
                  at December 31, 2003
              
              
              10,221,773
              
              $
              1,022
              
              $
              61,378
              
              $
              —
              
              $
              (239,071
              )
              $
              (176,671
              )Shares
                  issued for acquisition
              
              
              480,000
              
              
              48
              
              
              6,252
              
              
              —
              
              
              —
              
              
              6,300Shares
                  issued for cash:private
                  placement of stock
              
              
              50,000
              
              
              5
              
              
              24,995
              
              
              —
              
              
              —
              
              
              25,000warrant
                  exercise under debentures
              
              
              240,000
              
              
              24
              
              
              2,376
              
              
              —
              
              
              —
              
              
              2,400Shares
                  issued for services
              
              
              550,000
              
              
              55
              
              
              5,445
              
              
              —
              
              
              —
              
              
              5,500Shares
                  subscribed, 650,000 shares
              
              
              —
              
              
              —
              
              
              —
              
              
              6,500
              
              
              —
              
              
              6,500Shares
                  cancelled
              
              
              (100,000
              )
              
              (10
              )
              
              (990
              )
              
              —
              
              
              —
              
              
              (1,000
              )Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (190,068
              )
              
              (190,068
              )Balance
                  at December 31, 2004
              
              
              11,441,773
              
              
              1,144
              
              
              99,456
              
              
              6,500
              
              
              (429,139
              )
              
              (322,039
              )Shares
                  issued to extinguish accountsand
                  loans payable (Note 7)
              
              
              1,077,000
              
              
              108
              
              
              107,592
              
              
              —
              
              
              —
              
              
              107,700Shares
                  issued under warrant exercise (Note 7)
              
              
              525,000
              
              
              52
              
              
              26,448
              
              
              —
              
              
              —
              
              
              26,500Net
                  loss
              
              
              —
              
              
              —
              
              
              —
              
              
              
              
              
              (
                  262,274
              )
              
              (
                  262,274
              )Balance
                  at December 31, 2005
              
              
              13,043,773
              
              $
              1,304
              
              $
              233,496
              
              $
              6,500
              
              $
              (
                  691,413
              )
              $
              (450,113
              )
 
 *The
        accompanying notes are an integral part of these financial
        statements*
  F-4
 
  **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 
  **Year
                  ended**
                **December
                  31****2005**
              
              **2004**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (262.274
              )
              $
              (190,068
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Depreciation
              
              
              51,280
              
              
              39,162Common
                  stock issued for services
              
              
              —
              
              
              5,500Common
                  stock subscribed for services
              
              
              —
              
              
              6,500Common
                  stock cancelled, previously issued for services
              
              
              —
              
              
              (1,000
              )Changes
                  in current assets and current liabilities:(Increase)
                  decrease accounts receivable, net
              
              
              (218,420
              )
              
              (83,462
              )(Increase)
                  decrease inventory
              
              
              (65,686
              )
              
              (10,245
              )Increase
                  (decrease) accounts payable
              
              
              126,004
              
              
              125,559Increase
                  (decrease) accrued expenses
              
              
              17,905
              
              
              7,333Increase
                  (decrease) taxes payable
              
              
              800
              
              
              800Net
                  cash provided (used) by operating activities
              
              
              (350,391
              )
              
              (99,921
              )Cash
                  flows from investing activities:Purchases
                  of new equipment
              
              
              (15,966
              )
              
              (27,823
              )Acquisition
                  of net assets, less cash balance
              
              
              —
              
              
              (241,154
              )Net
                  cash provided (used) by investing activities
              
              
              (15,966
              )
              
              (268,977
              )Cash
                  flows from financing activities:Proceeds
                  from note payable - related party
              
              
              340,552
              
              
              43,334Proceeds
                  from bank loan
              
              
              90,000
              
              
              —Paydown
                  bank loan
              
              
              (40,000
              )
              
              —Issuance
                  of common stock:For
                  cash
              
              
              —
              
              
              25,000Warrants
                  exercised
              
              
              26,500
              
              
              2,400Retirement
                  of debentures
              
              
              (260,000
              )
              
              —Issuance
                  of debentures
              
              
              218,000
              
              
              300,000Net
                  cash provided (used) by financing activities
              
              
              375,052
              
              
              370,734Net
                  increase (decrease) in cash
              
              
              8,695
              
              
              1,836Cash,
                  beginning of period
              
              
              1,875
              
              
              39Cash,
                  end of period
              
              $
              10,570
              
              $
              1,875
 
 
 *The
        accompanying notes are an integral part of these financial
        statements*
  F-5
  **TRINITY3
        CORPORATION AND SUBSIDIARIES**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (Continued)**
 
   **Year
                  ended**
                **December
                  31**2005
              
              2004*Supplemental
                  disclosure of cash flow information:*Cash
                  paid for interest expense
              
              $
              35,186
              
              $
              —*Supplemental
                  disclosures of non-cash operating, investing, and financing
                  activities:*Issuance
                  of common stock to extinguish accountsand
                  loans payable
              
              
              107,700
              
              
              —Equipment
                  acquired under capital lease
              
              
              57,713
              
              
              —Issuance
                  of common stock for acquisition
              
              $
              —
              
              $
              6,300Issuance
                  of note payable for acquisition
              
              $
              —
              
              $
              250,000Issuance
                  of common stock for services
              
              $
              —
              
              $
              5,500Common
                  stock subscribed for services
              
              $
              —
              
              $
              6,500
 
 
 
 *The
        accompanying notes are an integral part of these financial
        statements*
  F-6
 
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2005 AND 2004**
 
   **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 distributes healthcare products.
  **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.
 
 **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.
  F-7
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2005 AND 2004**
 
 
 **Revenue**
 
 Revenues
        are recognized on the date services and related products are provided to
        patients and are recorded at amounts estimated to be received under
        reimbursement arrangements with third-party payors, including private insurers,
        prepaid health plans, and Medicare.
 
 Due
        to
        the nature of the industry and the reimbursement environment in which the
        Company operates, certain estimates are required to record net revenues and
        accounts receivable at their net realizable values. Inherent in these estimates
        is the risk that they will have to be revised or updated as additional
        information becomes available. Specifically, the complexity of many third-party
        billing arrangements and the uncertainty of reimbursement amounts for certain
        services from certain payors may result in adjustments to amounts originally
        recorded. Such adjustments are typically identified and recorded at the point
        of
        cash application, claim denial or account review.
 
 Management
        performs periodic analyses to evaluate accounts receivable balances to ensure
        that recorded amounts reflect estimated net realizable value. Specifically,
        management considers historical realization data, accounts receivable aging
        trends, other operating trends, the extent of contracted business and business
        combinations. Also considered are relevant business conditions such as
        governmental and managed care payor claims processing procedures and system
        changes.
 
 **Accounts
        Receivable**
  Accounts
        receivable are reduced by an allowance for doubtful accounts which provides
        for
        those accounts from which payment is not expected to be received, although
        services were provided and revenue was earned. Upon determination that an
        account is uncollectible, it is written-off and charged to the
        allowance.
  **Inventory**
 
 Inventory,
        which consists only of finished goods, is stated at the lower of cost or
        market,
        with cost being determined by the first-in, first-out (FIFO)
        method.
  **Property,
        Equipment and Depreciation**
 
 Property
        and equipment is recorded at historical cost. Depreciation is recorded over
        the
        estimated useful lives of the assets (three to five years) using the
        straight-line method. Major improvements are capitalized, while repair and
        maintenance expenditures are expensed as incurred. Depreciation expense for
        the
        years ended December 31, 2005 and 2004 was $51,280 and $39,162, respectively.
        The following table summarizes total Property and Equipment:
 
 **December
                  31, 2005**
              
              **December
                  31, 2004**Equipment
              
              $
              192,833
              
              $
              135,120Computers
                  and Software
              
              
              55,454
              
              
              55,454Less:
                  Accumulated Depreciation
              
              
              (89,713
              )
              
              (38,433
              )Net
              
              $
              158,574
              
              $
              152,141
  
 F-8
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2005 AND 2004**
 
   **Goodwill**
  Goodwill
        arising from business combinations represents the excess of the purchase
        price
        over the estimated fair value of the net assets of the businesses acquired.
        In
        accordance with the provisions of SFAS No. 142, goodwill is not amortized
        but
        tested annually for impairment or more frequently if circumstances indicate
        the
        possibility of impairment *.* Management does not believe any impairment of its goodwill existed at December
        31, 2005.
  **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.
  **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.
 
 **Stock
        Based Compensation**
 
 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, 2005 and 2004, as all
        options were granted with exercise prices at or above fair market
        value.
 
 **Options**
              
              **Weighted
                  Average**
                **Exercise
                  Price**Options
                  outstanding at January 1, 2004
              
              
              5,700,000
              
              $
              .111Granted
                  during the year
              
              
              —
              
              
              —Surrendered,
                  forfeited or expired
              
              
              —
              
              
              —Exercised
              
              
              —
              
              
              —Options
                  outstanding at December 31, 2004
              
              
              5,700,000
              
              $
              .111Granted
                  during the year
              
              
              6,000,000
              
              
              .105Surrendered,
                  forfeited or expired
              
              
              —Exercised
              
              
              —Options
                  outstanding at December 31, 2005
              
              
              11,700,000
              
              
              .108
 F-9
  **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
 The
        following tabulation summarizes certain information concerning outstanding
        and
        exercisable options at December 31, 2005 and 2004:
 
 **2005**
              
              **2004**Outstanding
                  options:Number
                  outstanding
              
              
              11,700,000
              
              
              5,700,000Weighted
                  average exercise price
              
              $
              .108
              
              $
              .111Weighted
                  average remainingcontractual
                  life in years
              
              
              7.966
              
              
              8.210Exercisable
                  options:Number
                  outstanding
              
              
              8,825,000
              
              
              5,700,000Weighted
                  average exercise price
              
              $
              .109
              
              $
              .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 not
        have
        been affected as shown below:
 
 **2005**
              
              **2004**Pro
                  Forma:Net
                  Loss - as reported
              
              $
              (262,274
              )
              $
              (190,068
              )Stock
                  based compensation expense included inreported
                  net income, net of related tax effect.
              
              $
              —
              
              $
              —Stock
                  based compensation expense, under fairvalue
                  based method, net of related tax effect.
              
              $
              (120,000
              )
              $
              —Pro
                  forma net loss
              
              $
              (382,274
              )
              $
              (190,068
              )Net
                  Loss Per Share - as reported
              
              $
              (0.04
              )
              $
              (0.02
              )Pro
                  forma net loss per share
              
              $
              (0.04
              )
              $
              (0.02
              )
 
 6,000,000
        options were granted during the year ended December 31, 2005, [and no options
        were granted during the year ended December 31, 2004.] The fair value of
        each
        option granted during the year ended December 31, 2005, was $-0-. 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:
 
 **2005**
              
              **2004**Risk-free
                  interest rate
              
              
              4.5
              %
              
              4.24
              %Expected
                  life in years
              
              
              7.966
              
              
              8.210Expected
                  volatility
              
              
              4.37
              %
              
              9.54
              %Expected
                  dividend yield
              
              
              —
              
              
              —
   F-10
 **** **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
 **New
        Accounting Pronouncements**
 
 In
        December 2004 the FASB issued revised SFAS No. 123R, "Share-Based Payment".
        SFAS
        No. 123R sets accounting requirements for "share-based" compensation to
        employees and requires a company to measure the cost of employee services
        received in exchange for an award of equity instruments based on the fair
        value
        of the award on the date of grant. The cost will be recognized over the period
        during which the employee is required to provide service in exchange for
        the
        award (usually the vesting period). Adoption of SFAS No. 123R is required
        as of
        the beginning of the first interim or annual reporting period that begins
        after
        December 15, 2005, for the company. Accordingly, the Company will adopt the
        statement for the interim reporting period ending March 31, 2006. The Company
        currently discloses the effect on net (loss) income and (loss) earnings per
        share of the fair value recognition provisions of SFAS No. 123, "Accounting
        for
        Stock-Based Compensation". The Company is currently evaluating the impact
        of the
        adoption of SFAS 123R on its financial position and results of operations,
        including the valuation methods and support for the assumptions that underlie
        the valuation of the awards.
 
 **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.
        The
        Company has sustained significant losses from operations and has used capital
        raised through the issuance of securities 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. Management
        believes that its current efforts to raise additional working capital will
        allow
        it to continue as a going concern. However, the Company’s financial statements
        do not include any adjustment that might result from the outcome of this
        uncertainty.
 
 **4.**  **RELATED
        PARTY TRANSACTIONS**
 
 **Notes
        Payable - Related Parties**
 
 Throughout
        2005 and 2004, the Company’s officers and directors made various loans to the
        Company. These loans are non interest bearing and are payable upon demand.
        The
        total amount of these loans at December 31, 2005 and 2004 was $371,634 and
        $93,582, respectively.
  F-11
 
 **** **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
  **5.** **LEASE
        COMMITMENTS**
 
 **Operating
        Leases -**
 
 The
        Company leases office space in Newport Beach, California pursuant to the
        terms
        of a month-to-month lease at $3,905 per month to house the corporate
        headquarters for its healthcare division. The healthcare division entered
        into a
        3-year lease expiring June 30, 2008 for its Livermore office effective July
        1,
        2005. This lease is $1,534 per month, plus prorated utilities, common area
        maintenance and property taxes.
  The
        Company also assumed various operating leases for equipment, telecommunications
        and various other office equipment commencing with the opening of the Livermore
        offices on June 1, 2005. These leases range from 30 to 48 months.
  Total
        minimum lease payments under non-cancelable operating lease commitments are
        as
        follows:
  **For
                  the year ended December 31,****2006**
              
              **2007**
              
              **2008**
              
              **2009**
              
              **2010**Minimum
                  Lease Payments due
              
              $
              21,932
              
              $
              22,952
              
              $
              13,238
              
              $
              1,256
              
              $
              -0-
 
  Rent
        expense for the years ending December 31, 2005 and 2004 was $111,743 and
        $142,150,respectively.
 
 **Capitalized
        Leases -**
  The
        Company has leases for certain equipment which is required to be accounted
        for
        as capital leases under FASB 13. The following is a schedule of leased property
        under capital lease by major class:
 
 **December
                  31, 2005**
              
              **December
                  31, 2004**Equipment
              
              $
              57,713
              
              $
              —Less:
                  Accumulated Depreciation
              
              
              (5,772
              )
              
              —Net
              
              $
              51,941
              
              $
              —
 
  The
        following is a schedule of future minimum lease payments under capital leases
        with the present value of net minimum lease payments:
  **December
                  31, 2005**
              
              **December
                  31, 2004**Total
                  minimum lease payments
              
              $
              46,364
              
              $
              —Less:
                  amount representing interest
              
              
              4,617
              
              
              —Present
                  value of minimum lease payments
              
              
              41,747
              
              
              —Less:
                  current maturities
              
              
              18,976
              
              
              —Obligations
                  under capital leases,non-current
                  maturities
              
              $
              22,771
              
              $
              —
 
 Scheduled
        maturities of future minimum lease payments under capital leases are as
        follows:
 
 **December
                  31, 2005**
              
              **December
                  31, 2004**2006
              
              
              25,289
              
              $
              —2007
              
              
              21,075
              
              
              —2008
              
              
              —
              
              
              —2009
              
              
              —
              
              
              —Total
              
              $
              46,364
              
              $
              —
   F-12
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
        31, 2005 AND 2004**
 
 
 **6.**  **BANK
        LOAN**
  In
        July
        2005, the Company borrowed $90,000 from a bank under a line of credit facility
        to fund expansion working capital requirements. The terms are interest only
        payments, based on prime interest rate plus a margin of 300 basis points
        (3.0%).
        The current fully indexed interest rate is 10.75%. The loan maturity date
        is
        July 22, 2006. $40,000 principle pay down was made in December 2005 and the
        remaining principle balance of $50,000 was paid in April 2006. Interest expense
        for this bank loan for the year ended December 31, 2005 was $4,536. The Company
        borrowed funds to repay this bank loan from one of its officers. As a result,
        Notes payable - related party, increased by this same amount.
 
 **7.** **STOCK,
        DEBENTURE AND WARRANT TRANSACTIONS**
 
 **Sale
        of Common Stock with Warrants**
 
 During
        the years ended December 31, 2005 and 2004, the Company sold -0- and 50,000
        shares of its common stock, in private placements pursuant to provisions
        of
        Section 4(2) of the Securities Act of 1933 to accredited investors, for net
        proceeds of $-0- and $25,000, respectively. In 2004, each share “unit” contained
        one attached “A” warrant exercisable at $1.00 per share, expiring two years from
        registration of the underlying stock, and one “B” warrant exercisable at $2.00
        per share, expiring 3 years from the date of issuance of the unit.
 
 At
        December 31, 2005 and 2004, 300,000 and 300,000, respectively, of these warrants
        were issued and outstanding, and none of these warrants have been
        exercised.
 
 **Sale
        of Debentures with Warrants**
 
 As
        of
        December 31, 2005 and 2004, the Company had $258,000 and $300,000, respectively,
        of convertible debt instruments outstanding.
 
 During
        the year ended December 31, 2005, the Company issued, in private placements,
        a
        total of $218,000, face value, 10% convertible debentures, plus attached
        warrants to acquire 545,000 shares of Company stock at $.10 per share in
        exchange for $218,000. All maturities on the debentures outstanding at December
        31, 2005 have been extended to May 31, 2007. The debentures are convertible
        at
        the option of the holder into Company common stock at $.50 per share. The
        proceeds, combined with loans from officers, were used to retire a total
        of
        $260,000 of maturing convertible debentures issued in 2004 and
        2005.
 
 As
        of
        December 31, 2005 and 2004, 545,000 and -0-, respectively, of these warrants
        were issued and outstanding, and none of these warrants have been
        exercised.
 
 **Issuance
        of Common Stock upon Warrant Exercise**
 
 During
        the year ended December 31, 2005, the Company issued 225,000 shares of
        restricted common stock to its legal counsel, in connection with the holders
        exercise of warrants with exercise prices ranging from $.01 to $.06 per share
        pursuant to warrants issued for legal services rendered to the Company.
        Additionally, the Company issued 300,000 shares of restricted common stock
        to a
        director of the Company, in connection with the holders exercise of a warrant
        issued with an exercise price of $.06 per share pursuant to a consulting
        contract for services rendered to the Company. These warrants were issued
        with
        an exercise price equal to the fair market value price of the stock on the
        date
        of grant, and therefore valued at zero on the date of grant.
  F-13
 
 **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
  **Issuance
        of Common Stock upon Conversion of Accounts Payable and Notes
        Payble**
 
 During
        the year ended December 31, 2005, the Company issued 452,000 shares of the
        Company's restricted common stock to its legal counsel pursuant to the
        conversion of legal fees owed in the amount of $45,200, at a conversion price
        of
        $0.10 per share. Additionally, the Company issued 625,000 shares of restricted
        common stock to a director of the Company, pursuant to the holder's conversion
        of a promissory note in the amount of $62,500, at a conversion price of $0.10
        per share. These conversions were transacted at the fair market value price
        of
        the stock on the date of conversion.
  **Issuance
        of Warrants on Common Stock for Services**
 
 During
        the year ended December 31, 2005, warrants were issued to acquire 575,000
        shares
        of the Company’s common stock exercisable between $.06 and $.10 per share, the
        fair market value price of the stock on the date of grant, and therefore
        valued
        at zero on the date of grant. These warrants were issued to service providers
        to
        the Company, including certain consultants and legal counsel who provided
        services to the Company. These warrants were issued in addition to, not in
        lieu
        of, regular fees for services provided.
 
 As
        of
        December 31, 2005 and 2004, 1,150,000 and 1,100,000, respectively, of these
        warrants were issued and outstanding at exercise prices ranging from $.01
        to
        $.10 per share.
  F-14
 
  **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
  **8.**  **EMPLOYEE
        STOCK OPTION PLANS**
 
 **2000
        Employee Stock Option Plan**
 
 In
        2000
        the Board of Directors adopted the 2000 Employee Stock Option Plan (the “2000
        ESOP 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. The
        Company granted options on all 300,000 shares of stock under the 2000 Plan.
 
 **2002
        Incentive and Nonstatutory Stock Option Plan**
 
 The
        Board
        of Directors adopted, and the 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-15
 
 **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
 **2003
        Incentive and Nonstatutory Stock Option Plan**
 
 On
        May
        31, 2003, the Board of Directors approved the Trinity3 Corporation Incentive
        and
        Nonstatutory Stock Option Plan (the “2003 Plan”). The 2003 Plan was approved by
        its shareholders at the May 31, 2004 shareholder meeting. 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.
 
 **2004
        Omnibus Securities and Stock Option Plan**
 
 On
        April
        26, 2004, the Company’s Board of Directors approved the Trinity3 Corporation
        2004 Omnibus Securities and Stock Option Plan (the “2004 Plan”). The Plan was
        approved by the shareholders at the Annual Shareholder Meeting on May 31,
        2004.
        Under the 2004 Plan, 2,000,000 shares of common stock have been authorized
        for
        issuance as Incentive Stock Options or Nonstatutory Stock Options to key
        employees, officers, directors or consultants. The terms of the 2004 Plan
        are
        substantially the same as the 2003 Plan, more fully described in the Company’s
        Annual Report on form 10-KSB for the year ended December 31, 2003.
  On
        October 21, 2005, all 2,000,000 shares reserved under the 2004 ESOP Plan
        were
        awarded and granted by the Company’s Board of Directors.
 
 **2005
        Omnibus Securities and Stock Option Plan**
 
 On
        October 21, 2005, the Company’s Board of Directors approved the Trinity3
        Corporation 2005 Omnibus Securities and Stock Option Plan (the “2005 Plan”).
        Under the 2005 Plan, 4,000,000 shares of common stock have been authorized
        for
        issuance as Incentive Stock Options, qualifying for preferential tax treatment
        under Section 422(b) of the Internal Revenue Code, or Nonstatutory Stock
        Options
        to key employees, officers, directors or consultants. The terms of the 2005
        Plan
        are substantially the same as the 2004 Plan, more fully described in the
        Company’s Annual Report on Form 10-KSB for the year ended December 31,
        2004.
  On
        October 21, 2005, all 4,000,000 shares reserved under the 2005 Plan were
        awarded
        and granted by the Company’s Board of Directors upon approval of the plan.
  F-16
 
 **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
 **9.** **INCOME
        TAXES**
 
 The
        components of the deferred tax assets are as follows:
 
 **2005**
              
              **2004**Deferred
                  tax assets:Net
                  operating loss carryforward
              
              $
              1,730,000
              
              $
              1,626,000Valuation
                  allowance
              
              
              (1,730,000
              )
              
              (1,626,000
              )Net
                  deferred tax assets
              
              $
              —
              
              $
              —
 
 The
        Company had available approximately $4,342,000 and $4,080,000 of unused Federal
        and State net operating loss carryforwards, respectively, at December 31,
        2005
        and 2004, which were generated primarily by one of the company’s subsidiaries,
        that may be applied against future taxable income. These net operating loss
        carryforwards expire for Federal purposes in 2025. There is no assurance
        that
        the Company will realize the benefit of the net operating loss carryforwards.
        $800 and $1,600 is included in the provision for income taxes for the minimum
        tax due to the State of California for the years ended December 31, 2005
        and
        2004, respectively.
 
 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, 2005 and 2004, 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 issuances of equity securities, including issuances
        with respect to acquisitions, have not been determined.
 
 Reconciliation
        of the differences between the statutory tax rate and the effective income
        tax
        rate is as follows:
 
 **December
                  31, 2005**
              
              **December
                  31, 2004**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
              %
  
 F-17
 **Trinity3
          Corporation and Subsidiaries**
 **NOTES
          TO CONSOLIDATED FINANCIAL STATEMENTS**
 **DECEMBER
          31, 2005 AND 2004**
 **10.**  **SEGMENT
        INFORMATION**
 
 Trinity3
        currently operates in one business segment: Healthcare. The Company has two
        inactive subsidiaries, which are currently not reportable segments, as neither
        their operations, nor assets, meet the 10% threshold requirements of SFAS
        131.
        The Healthcare segment is anchored by Skyline Orthopedics, Inc. (“Skyline”). The
        Healthcare segment is 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. The segment’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. The following table breaks out reportable information for the Healthcare
        segment, for the years ended December 31, 2005 and 2004,
        respectively:
  
 ***Healthcare
                  Segment Operations:***
              
              **Year
                  ended**
                **December
                  31****2005**
              
              **2004**Net
                  Revenues
              
              
              1,152,403
              
              
              845,922Cost
                  of Net Revenues
              
              
              449,823
              
              
              203,260Gross
                  profit
              
              
              702,580
              
              
              642,662Operating
                  expenses:General
                  and administrative
              
              
              754,853
              
              
              489,824Segment
                  operating earnings
              
              $
              (52,273
              )
              $
              152,838***Healthcare
                  Segment Assets:***Total
                  assets
              
              $
              697,228
              
              $
              471,455
 
  Segment
        Reporting does not include depreciation and income taxes attributable to
        the
        segment, nor does it include corporate general, administrative, and interest
        expense. The following table reconciles Segment Operating Earnings to
        Consolidated Earnings (Loss) for the years ended December 31, 2005 and 2004:
 
  ***Reconciliation
                  of Segment Operations to***
                ***Consolidated
                  Earnings (Loss):***
              
              **Year
                  ended**
                **December
                  31****2005**
              
              **2004**Segment
                  operating earnings
              
              $
              (52,273
              )
              $
              152,838Segment
                  depreciation
              
              
              (51,280
              )
              
              (39,162
              )Income
                  taxes
              
              
              (800
              )
              
              (1,600
              )Corporate
                  general and administrative expenses
              
              
              (124,011
              )
              
              (277,732
              )Corporate
                  interest expense
              
              
              (33,910
              )
              
              (24,412
              )Consolidated
                  earnings (Loss)
              
              $
              (262,274
              )
              $
              (190,068
              )
 
 
 *
        * * *
        *
  F-18