**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**Form
      10-KSB/A**







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





**For
      the fiscal year ended December 31, 2004**





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 gross revenues for the year ended December 31, 2004 were $ 1,247,394 .





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.) $1,029,760, based on the closing bid price of $0.09
      for our common stock on April 11, 2005.




State
      the
      number of shares outstanding of each of the issuer’s classes of common stock, as
      of the latest practicable date. As of April 11, 2005, there were 11,441,773
       shares of common stock, par value $0.0001, issued and
      outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





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





Transitional
      Small Business Disclosure Format (check one): Yes oNo x




**EXPLANATORY
        NOTE**
  This
        Amendment to the Registrant's Annual Report on Form 10-KSB for the
        fiscal
        year ended December31, 2004 (the "Annual Report"), as filed with the Securities
        and Exchange Commission on May 17, 2005, is filed solely to correct a
        typographical error on the date of the Report of Independent Registered
        Accounting Firm. As required under the rules and regulations of the Securities
        and Exchange Act of 1934, as amended, Item 7 (Financial Information) is included
        in this Amendment in its entirety. However, there are no changes to Item
        7,
        except for the correction to the date on the Report of Independent Registered
        Accounting Firm.
 
 Unless
        otherwise expressly stated, this Amendment No. 1 does not reflect
        events
        occurring after the filing of the original the Annual Report, or modify or
        update in any way disclosures contained in the original the Annual
        Report.











**Trinity3
      Corporation**





**TABLE
      OF CONTENTS**




PART
                    II
                
                7ITEM
                    7 -
                FINANCIAL
                    STATEMENTS
                17


2




**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:June
                15, 2005
            /s/Steven
                D. HargreavesBy:Steven
                D. HargreavesIts:President
                and Chief Financial OfficerDated:
                June 15, 2005
            /s/Shannon
                T. SquyresBy:Shannon
                T. SquyresIts:Chief
                Executive Officer and Secretary








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:June
                15, 2005
            /s/Steven
                D. HargreavesBy:Steven
                D. Hargreaves, DirectorDated:June
                15, 2005
            /s/Shannon
                T. SquyresBy:Shannon
                T. Squyres, DirectorDated:
                June 15, 2005
            /s/Jeffrey
                S. WillmannBy:Jeffrey
                S. Willmann, Director
















Consolidated
      Financial Statements and


Report
      of
      Independent Registered Accounting Firm





TRINITY3
      CORPORATION AND SUBSIDIARIES





December
      31, 2004 and 2003










**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, 2004 and 2003, 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, 2004 and 2003, 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. The Company’s viability is dependent
      upon its ability to obtain future financing and the success of its future
      operations. These factors raise substantial doubt about the Company’s ability to
      continue as a going concern. Management’s plan in regard to these matters is
      also described in Note 3. The consolidated financial statements do not include
      any adjustments that might result from the outcome of this
      uncertainty.








/s/ **Mendoza Berger & Company, LLP**








Irvine,
      California


April
      21,
      2005




F-1





**Trinity3
      Corporation and Subsidiaries**


**CONSOLIDATED
      BALANCE SHEETS**







**ASSETS**




**December
                    31, 2004**
                
                
                **December
                    31, 2003**Current
                  assets:Cash
                
                $
                1,875
                
                $
                39Accounts
                    receivable (net of allowance for doubtful accounts of $48,728
                    and
                
                
                
                
                
                —$-0-,
                    at December 31, 2004 and December 31, 2003, respectively)
                
                
                184,476
                
                
                —Inventory
                
                
                55,403
                
                
                —Total
                    current assets
                
                
                241,754
                
                
                39Property,
                    plant and equipment
                
                
                190,574
                
                
                —Less:
                    accumulated depreciation
                
                
                (38,433
                )
                
                —152,141
                
                
                —Goodwill
                    (Note 4)
                
                
                5,050
                
                
                —Total
                    assets
                
                $
                398,945
                
                $
                39





**LIABILITIES
      AND STOCKHOLDERS’ EQUITY**





Current
                liabilities:Accounts
                payable
            
            $
            301,364
            
            $
            125,662Accrued
                expenses
            
            
            24,438
            
            
            —Note
                payable - related party (Note 5)
            
            
            93,582
            
            
            50,248Income
                tax payable
            
            
            1,600
            
            
            800Convertible
                debentures - (Note 7)
            
            
            300,000
            
            
            —Total
                current liabilities
            
            
            720,984
            
            
            176,710Commitments
                (Note 6)
            
            
            —
            
            
            —Stockholders’
              equity: (Notes 4 and 7)Common
                Stock:
              $0.0001
                par value, 2,000,000,000 shares authorized, 11,441,773 and 10,221,773
                shares issued and outstanding at December 31, 2004 and December 31,
                2003,
                respectively.
            
            
            1,144
            
            
            1,022Additional
                paid-in capital
            
            
            99,456
            
            
            61,378Common
                Stock Subscribed, 650,000 shares
            
            
            6,500
            
            
            —Accumulated
                deficit
            
            
            (429,139
            )
            
            (239,071
            )Total
                stockholders’ equity (deficit)
            
            
            (322,039
            )
            
            (176,671
            )Total
                liabilities and stockholders’ equity
            
            $
            398,945
            
            $
            39





*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****2004**
              
              
              **2003**Gross
                  Revenues
              
              $
              1,247,394
              
              $
              20,000Reimbursement
                  adjustment
              
              
              401,472
              
              
              —Net
                  revenues
              
              
              845,922Cost
                  of net revenues
              
              
              203,260
              
              
              —Depreciation
              
              
              39,162
              
              
              —Gross
                  profit
              
              
              603,500
              
              
              20,000Operating
                  expenses:General
                  and administrative
              
              
              767,556
              
              
              157,676Income
                  (loss) from operations beforeinterest
                  and provision for income taxes
              
              
              (164,056
              )
              
              (137,676
              )Interest
                  expense
              
              
              24,412
              
              
              —Loss
                  before provision for income taxes
              
              
              (188,468
              )
              
              (137,676
              )Provision
                  for taxes
              
              
              1,600
              
              
              800Net
                  loss
              
              $
              (190,068
              )
              $
              (138,476
              )Loss
                  per share - basic and diluted
              
              $
              (.02
              )
              $
              (.01
              )Weighted
                  average number of common shares outstanding - basic and
                  diluted
              
              
              11,271,417
              
              
              9,878,157




*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, Not Issued**
                  
                  **Accumulated**
                    **Deficit**
                  
                  **Total**
                    **Stockholders’**
                    **Equity**Balance
                      at December 31, 2002
                  
                  
                  9,781,773
                  
                  $
                  978
                  
                  $
                  8,022
                  
                  $
                  —
                  
                  $
                  (100,595
                  )
                  $
                  (91,595
                  )Shares
                      issued for cash
                  
                  
                  100,000
                  
                  
                  10
                  
                  
                  49,990
                  
                  
                  —
                  
                  
                  —
                  
                  
                  50,000Shares
                      issued for services
                  
                  
                  340,000
                  
                  
                  34
                  
                  
                  3,366
                  
                  
                  —
                  
                  
                  —
                  
                  
                  3,400Net
                      loss
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  (138,476
                  )
                  
                  (138,476
                  )Balance
                      at December 31, 2003
                  
                  
                  10,221,773
                  
                  
                  1,022
                  
                  
                  61,378
                  
                  
                  —
                  
                  
                  (239,071
                  )
                  
                  (176,671
                  )Shares
                      issued for acquisition (Note 4)
                  
                  
                  480,000
                  
                  
                  48
                  
                  
                  6,252
                  
                  
                  —
                  
                  
                  —
                  
                  
                  6,300Shares
                      issued for cash: (Note 7)private
                      placement of stock
                  
                  
                  50,000
                  
                  
                  5
                  
                  
                  24,995
                  
                  
                  —
                  
                  
                  —
                  
                  
                  25,000warrant
                      exercise under debentures
                  
                  
                  240,000
                  
                  
                  24
                  
                  
                  2,376
                  
                  
                  —
                  
                  
                  —
                  
                  
                  2,400Shares
                      issued for services (Note 7)
                  
                  
                  550,000
                  
                  
                  55
                  
                  
                  5,445
                  
                  
                  —
                  
                  
                  —
                  
                  
                  5,500Shares
                      subscribed, not issued, 650,000 shares(Note
                      7)
                  
                  
                  —
                  
                  
                  —
                  
                  
                  —
                  
                  
                  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
                  )





*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****2004**
              
              **2003**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (190,068
              )
              $
              (138,476
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Depreciation
              
              
              39,162
              
              
              —Shares
                  issued for services
              
              
              5,500
              
              
              3,400Shares
                  subscribed for services
              
              
              6,500
              
              
              —Shares
                  cancelled, previously issued for services
              
              
              (1,000
              )
              
              —Changes
                  in current assets and current liabilities:(Increase)
                  decrease accounts receivable, net
              
              
              (83,462
              )
              
              —(Increase)
                  decrease inventory
              
              
              (10,245
              )
              
              —Increase
                  (decrease) accounts payable
              
              
              125,559
              
              
              38,319Increase
                  (decrease) accrued expenses
              
              
              7,333
              
              
              —Increase
                  (decrease) taxes payable
              
              
              800
              
              
              —Net
                  cash provided (used) by operating activities
              
              
              (99,921
              )
              
              (96,757
              )Cash
                  flows from investing activities:Purchases
                  of new equipment
              
              
              (27,823
              )
              
              —Acquisition
                  of net assets, less cash balance
              
              
              (241,154
              )
              
              —Net
                  cash provided (used) by investing activities
              
              
              (268,977
              )
              
              —Cash
                  flows from financing activities:Proceeds
                  from note payable - related party
              
              
              43,334
              
              
              46,748Issuance
                  of common stock:For
                  cash
              
              
              25,000
              
              
              50,000Warrants
                  exercised
              
              
              2,400
              
              
              —Issuance
                  of debentures
              
              
              300,000
              
              
              —Net
                  cash provided (used) by financing activities
              
              
              370,734
              
              
              96,748Net
                  increase (decrease) in cash
              
              
              1,836
              
              
              (9
              )Cash,
                  beginning of period
              
              
              39
              
              
              48Cash,
                  end of period
              
              $
              1,875
              
              $
              39




*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****2004**
              
              **2003**Supplemental
                  disclosures of non-cash operating, investing, and financing
                  activitiesIssuance
                  of common stock for acquisition
              
              $
              6,300
              
              $
              —Issuance
                  of common stock for services
              
              $
              5,500
              
              $
              3,400Common
                  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, 2004 AND 2003**





**1.**  **ORGANIZATION
      AND HISTORY**





Trinity
      3
      Corporation, formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.
      (the Company), a Delaware Corporation, was incorporated on September 15, 2000.
      The Company is focused in three divisional areas: healthcare, consumer products
      and developing export and import opportunities with East Asian countries.




As
      disclosed in Note 4, the Company acquired Skyline Orthopedics, Inc. on February
      11, 2004, and accounted for the acquisition as a purchase.




**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, 2004 AND 2003**





**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 was purchased in the acquisition of Skyline Orthopedics, Inc.
      (See
      Note 4) and 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 expensed as incurred. Depreciation
      expense for the years ended December 31, 2004 and 2003 was $39,162 and $-0-,
      respectively. The following table summarizes total Property and
      Equipment:





**December
                31, 2004**
            
            **December
                31, 2003**Equipment
            
            $
            135,120
            
            $
            —Computers
                and Software
            
            
            55,454
            
            
            —Less:
                Accumulated Depreciation
            
            
            (38,433
            )
            
            —Net
            
            $
            152,141
            
            $
            —




F-8





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**







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, 2004




**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, 2004 and 2003, as all
      options were granted with exercise prices at or above fair market
      value.




**Options**
              
              **Weighted
                  Average Exercise Price**Options
                  outstanding at December 31, 2002
              
              
              700,000
              
              $
              .825Granted
                  during the year
              
              
              5,000,000
              
              
              .011Surrendered,
                  forfeited or expired
              
              
              —
              
              
              —Exercised
              
              
              —
              
              
              —Options
                  outstanding at December 31, 2003
              
              
              5,700,000
              
              $
              .111Granted
                  during the year
              
              
              —
              
              
              —Surrendered,
                  forfeited or expired
              
              
              —
              
              
              —Exercised
              
              
              —
              
              
              —Options
                  outstanding at December 31, 2004
              
              
              5,700,000
              
              $
              .111





Exercisable
      options outstanding and the related weighted average exercise price at December
      31, 2004 and 2003 were 5,700,000 at $.111 per share and 700,000 at $.825 per
      share, respectively.


F-9


**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





The
      following tabulation summarizes certain information concerning outstanding
      and
      exercisable options at December 31, 2004 and 2003:




**2004**
              
              
              **2003**Outstanding
                  options:Number
                  outstanding
              
              
              5,700,000
              
              
              5,700,000Weighted
                  average exercise price
              
              $
              .111
              
              $
              .111Weighted
                    average remainingcontractual life in years
              
              
              8.210
              
              
              9.375Exercisable
                  options:Number
                  outstanding
              
              
              5,700,000
              
              
              5,700,000Weighted
                  average exercise price
              
              $
              .111
              
              $
              .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:




**2004**
              
              **2003**Pro
                  Forma:Net
                  Loss - as reported
              
              $
              (190,068
              )
              $
              (138,476
              )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.
              
              $
              —
              
              $
              —Pro
                  forma net loss
              
              $
              (190,068
              )
              $
              (138,476
              )Net
                  Loss Per Share - as reported
              
              $
              (0.02
              )
              $
              (0.01
              )Pro
                  forma net loss per share
              
              $
              (0.02
              )
              $
              (0.01
              )





No
      options were granted during the year ended December 31, 2004. The fair value
      of
      each option granted during the year ended December 31, 2003, 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:




**2004**
              
              
              **2003**Risk-free
                  interest rate
              
              
              4.24
              %
              
              3.60
              %Expected
                  life in years
              
              
              8.210
              
              
              9.375Expected
                  volatility
              
              
              9.54
              %
              
              19.85
              %Expected
                  dividend yield
              
              
              —
              
              
              —




F-10




**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**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 and has used capital raised through
      the
      issuance of stock to fund its activities. Continuation of the Company as a
      going
      concern is contingent upon establishing and achieving profitable operations.
      Such operations will require management to secure additional financing for
      the
      Company in the form of debt or equity.


F-11





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**4.**  **ACQUISITION**





On
      February 11, 2004, the Company completed the acquisition of all of the issued
      and outstanding stock of Skyline Orthopedics, Inc., a California corporation
      (“Skyline”), and its wholly-owned subsidiary, Core Management Systems, Inc., a
      California corporation (“Core”), making Skyline a wholly-owned subsidiary of the
      Company. Effective with the date of the acquisition, we merged all operations
      of
      Core into Skyline. Skyline, located in Newport Beach, California, is engaged
      in
      the marketing and distribution of durable medical equipment (DME) and billing
      systems to hospital networks, physician groups, and healthcare insurance
      providers throughout California and Nevada. The final terms of the acquisition
      were as follows:





§
            $250,000
                in cash at the closing.


§
            Issuance
                of 480,000 shares of restricted common stock (of this, 450,000 were
                issued
                at the closing of the acquisition in February 2004, and 30,000 shares
                were
                issued in December 2004 to extinguish a $250,000 note payable issued
                at
                the closing of the acquisition).


§
            Commencement
                of a consulting agreement with the selling shareholder for a period
                of up
                to 12 months. Under the consulting agreement, the selling shareholder
                received an additional 250,000 shares of common
                stock.





The
      Skyline shareholder is an unrelated party to the Company and its affiliates,
      and
      the purchase price was determined by arms-length negotiations. The cash portion
      of the purchase price was paid by the Company using funds raised in a private
      placement of debentures and warrants as discussed in Note 7.





*The
      fair market value on February 11, 2004 of net assets purchased is as
      follows:*





Cash
            
            $
            8,846Accounts
                receivable, Net
            
            
            101,014Inventory
            
            
            45,158Property
                and equipment, FMV
            
            
            163,479Goodwill
            
            
            5,050Total
                cost of acquisition
            
            
            323,547Less:
                liabilities assumed
            
            
            (67,247
            )Net
                consideration paid
            
            $
            256,300





*Consideration
      paid:*





Cash
            
            $
            250,000Stock
                Issued: 480,000 shares
            
            
            6,300Net
                consideration paid
            
            $
            256,300




F-12





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**5.**  **RELATED
      PARTY TRANSACTIONS**





**Notes
      Payable - Related Parties**





Throughout
      2003 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, 2004 and 2003 was $93,582 and
      $50,248, respectively.





**6.**  **LEASE
      COMMITMENTS**





In
      January of 2003, the Company entered into a month to month office facility
      sublease for its corporate headquarters from an entity owned and controlled
      by
      one of its officers and directors, a related party. Lease payments are $6,282,
      plus prorated utilities, common area maintenance (CAM) and property taxes.





The
      healthcare division leases office space in Newport Beach, California pursuant
      to
      the terms of a three-year lease at $3,589 per month. This lease is scheduled
      to
      expire May 15, 2005.





Total
      rent expense is summarized as follows:




**12/31/2004**
            
            **12/31/2003**Rent
                Expense
            
            $
            143,580
            
            $
            75,384





Total
      minimum lease payments under non-cancelable lease commitments are as
      follows:


**For
                the year ended December 31,****2005**
            
            **2006**
            
            **2007**
            
            **2008**
            
            **2009**Minimum
                Lease Payments due
            
            $
            16,151
            
            $
            —
            
            $
            —
            
            $
            —
            
            $
            —





**7.** **STOCK,
        DEBENTURE AND WARRANT TRANSACTIONS**





**Sale
      of Common Stock with Warrants**





During
      the years ended December 31, 2004 and 2003, the Company sold 50,000 and 100,000
      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 $25,000 and $50,000, 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, 2004, and 2003, 300,000 and 200,000, of these warrants were issued
      and outstanding, respectively.





**Sale
      of Debentures with Warrants**





During
      the year ended December 31, 2004, the Company raised a total of $302,400 from
      a
      private placement of debentures and warrants. The Company issued $300,000 in
      10%
      convertible debentures, plus warrants to acquire 240,000 shares of Company
      common stock at $0.01 per share. Net proceeds received from the debenture
      offering were $300,000. The debentures, which are secured by substantially
      all
      of the assets of the Company, are due March 1, 2005, and are convertible at
      the
      option of the holder into Company common stock at $2.00 per share. All warrants
      issued under the debenture offering were exercised, for a total amount of
      240,000 common shares issued in the first quarter of 2004. Net proceeds received
      from the exercise of the warrants was $2,400.





F-13


On
      March
      2, 2005, the Company received a notice of default from the holder of a $250,000
      debenture, who subsequently agreed to grant the Company until March 31, 2005
      to
      pay down a portion of the debenture. The Company was unable to do so, and on
      March 31, 2005, the holder notified the Company of its default on the debenture
      and the intention to convert the outstanding balance into common stock, unless
      the debenture is paid in full by the end of a 60 day grace period, as provided
      for in the debenture.





**Issuance
      of Common Stock for Services**





During
      the years ended December 31, 2004 and 2003, the Company entered into various
      consulting agreements. The agreements provide for 200,000 shares of restricted
      common stock and 1,000,000 shares of unrestricted common stock to be issued
      for
      services provided in 2004 and 340,000 shares of unrestricted common stock to
      be
      issued for services provided in 2003. The value of the compensation was based
      on
      the fair market value of the shares on the dates of the agreements. The Company
      recorded compensation expense related to these agreements of $12,000 and $3,400
      for the years ended December 31, 2004 and 2003, respectively.





During
      the years ended December 31, 2004 and 2003, 550,000 shares of common stock
      valued at $5,500 and 340,000 shares of common stock valued at $3,400,
      respectively, had been issued for services under the agreements discussed
      above.





During
      the year ended December 31, 2004, 150,000 shares of common stock valued at
      $1,500 were subscribed for services provided under the agreements discussed
      above. Additionally, 500,000 shares of common stock valued at $5,000 were
      subscribed for other services.





**Issuance
      of Warrants on Common Stock for Services**





During
      the years ended December 31, 2004, and 2003, warrants were issued to acquire
      1,100,000 shares of the Company’s common stock exercisable between $.01 and $.06
      per share, the fair market value on the date of grants. These warrants were
      issued to service providers to the company, including certain consultants and
      legal counsel for services to be rendered to the Company.





**Issuance
      of Common Stock to Cancel Note Payable**





During
      the year ended December 31, 2004, 30,000 shares of common stock were issued
      in
      exchange for settlement of a $250,000 Note Payable related to the acquisition
      of
      Skyline (See Note 4).




**Cancellation
      of Preferred Stock**





In
      April
      2004, the company cancelled its Preferred Series A, B, C, and D stock. No shares
      were issued or outstanding during the years ended December 31, 2004 and 2003,
      respectively.




F-14





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**8.**  **EMPLOYEE
      STOCK OPTION PLANS**





**2000
      Employee Stock Option Plan**





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





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





The
      2000
      plan shall terminate 10 years from the earlier of the date of its adoption
      by
      the Board of Directors or the date on which the 2000 plan is approved by the
      affirmative vote of the holders of a majority of the outstanding shares of
      our
      capital stock entitled to vote thereon, and no option shall be granted after
      termination of the 2000 plan. Subject to certain restrictions, the 2000 plan
      may
      at any time be terminated and from time to time be modified or amended by the
      affirmative vote of the holders of a majority of the outstanding shares of
      our
      capital stock present, or represented, and entitled to vote at a meeting duly
      held in accordance with the applicable laws of the State of Delaware. 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, 2004 AND 2003**





**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 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 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.




No
      grants
      have occurred to date under the 2004 Plan.





F-16





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**9.** **INCOME
        TAXES**
  The
        components of the deferred tax assets are as follows:




**2004**
              
              
              **2003**Deferred
                  tax assets:Net
                  operating loss carryforward
              
              $
              1,626,000
              
              $
              1,550,000Valuation
                  allowance
              
              
              (1,626,000
              )
              
              (1,550,000
              )Net
                  deferred tax assets
              
              $
              —
              
              $
              —





The
      Company had available approximately $4,080,000 and $3,890,000 of unused Federal
      and State net operating loss carryforwards, respectively, at December 31, 2004
      and 2003, 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 2024. 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, 2004 and
      2003, 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, 2004 and 2003, 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, 2004**
            
            
            **December
                31, 2003**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, 2004 AND 2003**





**10.**  **PRO
      FORMA**





The
      following tables represent restated pro forma results as if the acquisition
      of
      Skyline had occurred on January 1, 2003. These pro forma financial statements
      make certain assumptions as outlined below (see (a) - (d) below) and are based
      upon such assumptions. These pro forma statements are not necessarily indicative
      of past results, and actual past results may vary from these pro forma
      statements.





*Unaudited
      Pro forma Consolidated Income Statements, Trinity3 and Skyline, 2004 vs.
      2003:*




**Year
                  ended****December
                  31, 2004**
              
              **Year
                  ended****December
                  31, 2003****Skyline**
              
              
              **Trinity3**
              
              
              **Combined**
              
              
              **Skyline**
              
              
              **Trinity3**
              
              
              **Combined**Revenues
              
              $
              1,308,072
              
              
              —
              
              $
              1,308,072
              
              $
              1,544,272
              
              
              20,000
              
              $
              1,564,272Reimbursement
                  Adjustment
              
              
              439,400
              
              
              —
              
              
              439,400
              
              
              562,763
              
              
              —
              
              
              562,763Net
                  Sales
              
              
              868,672
              
              
              —
              
              
              868,672
              
              
              981,509
              
              
              20,000
              
              
              1,001,509Cost
                  of Revenues
              
              
              278,840
              
              
              —
              
              
              278,840
              
              
              290,858
              
              
              —
              
              
              290,858Depreciation
              
              
              32,696
              
              
              —
              
              
              32,696
              
              
              32,696
              
              
              —
              
              
              32,696Gross
                  profit
              
              
              557,136
              
              
              —
              
              
              557,136
              
              
              657,955
              
              
              20,000
              
              
              677,955Operating
                  expenses:General
                  and administrative
              
              
              489,823
              
              
              277,733
              
              
              767,556
              
              
              529,978
              
              
              157,676
              
              
              687,654Earnings
                  before interest & taxes
              
              
              67,313
              
              
              (277,733
              )
              
              (210,420
              )
              
              127,977
              
              
              (137,676
              )
              
              (9,699
              )Interest
                  expense
              
              
              —
              
              
              30,000
              
              
              30,000
              
              
              —
              
              
              30,000
              
              
              30,000Provision
                  for income taxes
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              —Net
                  Income
              
              $
              67,313
              
              
              (307,733
              )
              $
              (240,420
              )
              $
              127,977
              
              
              (167,676
              )
              $
              (39,699
              )Earnings
                    (Loss) per share-basicand diluted
              
              $
              —
              
              
              —
              
              $
              (0.02
              )
              $
              —
              
              
              —
              
              $
              (0.00
              )





(a)
            Tables
                based on assumption that the acquisition took place on January 1,
                2003,
                and all reported revenues are from January 1, 2003
                forward.





(b)
            Previous
                owner's salary for period January 1, 2003 to February 11, 2004, is
                backed
                out to zero.





(c)
            Assumes
                entire $163,479 Fair Market Value of Property & Equipment at
                acquisition date of February 11, 2004 is acquired on January 1, 2003
                and
                is depreciated over a subsequent 60 month life. This is $8,174 per
                calendar quarter.





(d)
            Assumes
                $300,000, 10% subordinated debentures issued on January 1, 2003.
                Interest
                expense is $7,500 per calendar
                quarter.





F-18





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**DECEMBER
      31, 2004 AND 2003**





**11.**  **SEGMENT
      INFORMATION**




Trinity3
      currently is divided into three business segments: healthcare, consumer products
      and East Asian Import Export. Consumer products and East Asian Import Export
      segments are  currently
      not reportable segments, as neither their operations, nor assets, meet the
      10%
      threshold requirements of SFAS 131. East Asian Import Export is currently
      inactive.  The
      healthcare segment is anchored by Skyline Orthopedics, Inc. (“Skyline”) as
      described more fully in Note 4. 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, 2004 and 2003:




***Healthcare
                  Segment Operations:***
              
              **Year
                  ended****December
                  31****2004**
              
              
              **2003**Gross
                  Revenues
              
              $
              1,247,394
              
              $
              —Reimbursement
                  Adjustment
              
              
              401,473Net
                  Revenues
              
              
              845,921Cost
                  of Net Revenues
              
              
              203,260
              
              
              —Gross
                  profit
              
              
              642,661
              
              
              —Operating
                  expenses:General
                  and administrative
              
              
              489,823
              
              
              —Segment
                  operating earnings
              
              $
              152,838
              
              $
              —***Healthcare
                  Segment Assets:***Total
                  assets
              
              $
              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,
      2004 and 2003:




***Reconciliation
                  of Segment Operations to Consolidated Earnings
                  (Loss):***
              
              **Year
                  ended****December
                  31****2004**
              
              
              **2003**Segment
                  operating earnings
              
              $
              152,838
              
              $
              —Segment
                  depreciation
              
              
              (39,162
              )
              
              —Income
                  taxes
              
              
              (1,600
              )
              
              —Corporate
                  general and administrative expenses
              
              
              (277,732
              )Corporate
                  interest expense
              
              
              (24,412
              )
              
              —Consolidated
                  earnings (Loss)
              
              $
              (190,068
              )
              $
              —




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F-19