**U.S.
        SECURITIES AND EXCHANGE COMMISSION**
 **Washington,
        D.C. 20549**
 
 **Form
        10-QSB**
 
 x
              QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE
 ACT
                  OF 1934
 
 **For
        the quarterly period ended June 30, 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**
 (Exact
        name of registrant as specified 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)
 
 **Registrant's
        telephone number, including area code (949) 660-1212**
 
 Check
        whether the issuer (1) filed all reports required to be filed by Section
        13 or
        15(d) of the Securities Exchange Act of 1934 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
 
 **Applicable
        only to issuers involved in bankruptcy proceedings during the preceding five
        years**
 
 Check
        whether the registrant filed all documents and reports required to be filed
        by
        Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
        under a plan confirmed by a court. Yes o No o
 
 **Applicable
        only to corporate issuers**
 
 State
        the
        number of shares outstanding of each of the issuer's classes of common equity,
        as of the latest practical date. As of July 29, 2005, there were 11,441,773
        shares of common stock, par value $0.0001, issued and outstanding.
 
 **Transitional
        Small Business Disclosure Format**
 (check
        one):
 
 Yes
o No
        x
 
  
 
 **Trinity3
        Corporation**
 
 **TABLE
        OF CONTENTS**
 
 PART
                  IITEM
                  1
              Financial
                  Statements
              3ITEM
                  2
              Management's
                  Discussion and Analysis or Plan of Operations
              16ITEM
                  3
              Controls
                  and Procedures
              23PART
                  IIITEM
                  1
              Legal
                  Proceedings
              24ITEM
                  2
              Changes
                  in Securities and Use of Proceeds
              24ITEM
                  3
              Defaults
                  Upon Senior Securities
              24ITEM
                  4
              Submission
                  of Matters to a Vote of Security Holders
              24ITEM
                  5
              Other
                  Information
              24ITEM
                  6
              Exhibits
                  and Reports on Form 8-K
              25
 
  2
  **PART
        I**
 
 This
        Quarterly Report contains forward-looking statements. Such forward-looking
        statements include statements regarding, among other things, (a) our projected
        sales and profitability, (b) our growth strategies, (c) anticipated trends
        in
        our industry, (d) our future financing plans, and (e) our anticipated needs
        for
        working capital. Forward-looking statements, which involve assumptions and
        describe our future plans, strategies, and expectations, are generally
        identifiable by use of the words "may," "will," "should," "expect,"
        "anticipate," "estimate," "believe," "intend," or "project" or the negative
        of
        these words or other variations on these words or comparable terminology.
        This
        information may involve known and unknown risks, uncertainties, and other
        factors that may cause our actual results, performance, or achievements to
        be
        materially different from the future results, performance, or achievements
        expressed or implied by any forward-looking statements. Actual events or
        results
        may differ materially from those discussed in forward-looking statements
        as a
        result of various factors. There can be no assurance that the forward-looking
        statements contained in this filing will in fact occur. In fact, the Company's
        future results and shareholder values may differ materially from those expressed
        in these forward-looking statements. You are cautioned not to put undue reliance
        on any forward-looking statements.
 
 Each
        forward-looking statement should be read in context with, and with an
        understanding of, the various other disclosures concerning our Company and
        our
        business made elsewhere in this Quarterly Report as well as other pubic reports
        which may be filed with the United States Securities and Exchange Commission
        (the "SEC"). You should not place undue reliance on any forward-looking
        statement as a prediction of actual results or developments. We are not
        obligated to update or revise any forward-looking statement contained in
        this
        Quarterly Report to reflect new events or circumstances, unless and to the
        extent required by applicable law.
  **ITEM
        1**  **Financial
        Statements**
 
 **Index
        to Financial Statements**
 
 Consolidated
                  Balance Sheets at the six months ended June 30, 2005
                  (unaudited)
              4Consolidated
                  Statements of Income for the six monthsended
                  June 30, 2005 and 2004 (unaudited)
              5Consolidated
                  Statements of Changes in Stockholders' Equity (deficit) for the
                  six monthsended
                  June 30, 2005 and 2004 (unaudited)
              6Consolidated
                  Statements of Cash Flows for the six monthsended
                  June 30, 2005 and 2004
              7-8Notes
                  to consolidated condensed financial statements for the six monthsended
                  June 30, 2005 and 2004 (unaudited)
              9-15
  3
   **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        BALANCE SHEETS**
 **(UNAUDITED)**
 
 **ASSETS**
 **June
                    30, 2005**
                
                **December
                    31, 2004**Current
                  assets:Cash
                
                $
                5,049
                
                $
                1,875Accounts
                    receivable (net of allowance for doubtful accounts of $28,246
                    and
                
                
                224,872$48,728
                    at June 30, 2005 and December 31, 2004, respectively)
                
                
                
                
                
                184,476Inventory
                
                
                111,095
                
                
                55,403Total
                    current assets
                
                
                341,016
                
                
                241,754Property,
                    plant and equipment
                
                
                190,574
                
                
                190,574Less:
                    accumulated depreciation
                
                
                (61,187
                )
                
                (38,433
                )129,387
                
                
                152,141Goodwill
                    (Note 2)
                
                
                5,050
                
                
                5,050Total
                    assets
                
                $
                475,453
                
                $
                398,945
 
 **LIABILITIES
        AND STOCKHOLDERS’ EQUITY**
 Current
                  liabilities:Accounts
                  payable
              
              $
              398,806
              
              $
              301,364Accrued
                  expenses
              
              
              28,879
              
              
              24,438Note
                  payable - related party (Note 3)
              
              
              224,134
              
              
              93,582Income
                  tax payable
              
              
              2,400
              
              
              1,600Convertible
                  debentures - (Note 5)
              
              
              248,000
              
              
              300,000Total
                  current liabilities
              
              
              902,219
              
              
              720,984Commitments
                  (Note 4)
              
              
              
              
              
              -Stockholders’
                equity: (Note 5)Common
                  Stock:$0.0001
                  par value, 2,000,000,000 shares authorized, 11,441,773 and 11,441,773
                  shares issued and outstanding at June 30, 2005 and December 31,
                  2004,
                  respectively.
              
              
              1,144
              
              
              1,144Additional
                  paid-in capital
              
              
              99,456
              
              
              99,456Common
                  Stock Subscribed, 650,000 shares
              
              
              6,500
              
              
              6,500Accumulated
                  deficit
              
              
              (533,866
              )
              
              (429,139
              )Total
                  stockholders’ equity (deficit)
              
              
              (426,766
              )
              
              (322,039
              )Total
                  liabilities and stockholders’ equity
              
              $
              475,453
              
              $
              398,945
 
 *The
          accompanying notes are an integral part of these financial
          statements*
 4
   **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        STATEMENTS OF INCOME**
 **(UNAUDITED)**
 
 **Three
                    months ended**
                  **June
                    30**
                
                **Six
                    months ended**
                  **June
                    30****2005**
                
                **2004**
                
                **2005**
                
                **2004**Net
                    Revenues
                
                $
                286,673
                
                $
                362,298
                
                $
                507,865
                
                $
                566,905Cost
                    of net revenues
                
                
                112,120
                
                
                186,555
                
                
                167,643
                
                
                288,355Depreciation
                
                
                11,377
                
                
                10,662
                
                
                22,754
                
                
                17,292Gross
                    profit
                
                
                163,176
                
                
                165,081
                
                
                317,468
                
                
                261,258Operating
                    expenses:General
                    and administrative
                
                
                217,294
                
                
                198,502
                
                
                405,516
                
                
                343,449Income
                    (loss) from operations beforeinterest
                    and provision for income taxes
                
                
                (54,118
                )
                
                (33,421
                )
                
                (88,048
                )
                
                (82,191
                )Interest
                    expense
                
                
                8,482
                
                
                7,457
                
                
                15,879
                
                
                9,293Loss
                    before provision for income taxes
                
                
                (62,600
                )
                
                (40,878
                )
                
                (103,927
                )
                
                (91,484
                )Provision
                    for taxes
                
                
                -
                
                
                -
                
                
                800
                
                
                1,600Net
                    loss
                
                $
                (62,600
                )
                $
                (40,878
                )
                $
                (104,727
                )
                $
                (93,084
                )Loss
                    per share - basic and diluted
                
                $
                (.01
                )
                $
                (.00
                )
                $
                (.01
                )
                $
                (.01
                )Weighted
                    average number of common shares outstanding - basic and
                    diluted
                
                
                11,441,773
                
                
                11,411,773
                
                
                11,441,773
                
                
                11,155,674
 
 *The
        accompanying notes are an integral part of these financial
        statements*
  5
  **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)**
 **(UNAUDITED)**
 **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
                
                
                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, 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
                )Net
                    loss
                
                
                
                
                
                
                
                
                
                
                
                
                
                
                (104,727
                )
                
                (104,727
                )Balance
                    at June 30, 2005
                
                
                11,441,773
                
                
                1,144
                
                $
                99,456
                
                $
                6,500
                
                $
                (533,866
                )
                $
                (426,766
                )
 
 *The
          accompanying notes are an integral part of these financial
          statements*
  6
  **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **(UNAUDITED)**
 **Six
                    months ended**
                  **June
                    30****2005**
                
                **2004**Cash
                    flows from operating activities:Net
                    loss
                
                $
                (
                    104,727
                )
                $
                (
                    93,084
                )Adjustments
                    to reconcile net loss to net cash used by operating
                    activities:Depreciation
                
                
                22,754
                
                
                17,292Shares
                    issued for services
                
                
                -
                
                
                5,500Shares
                    subscribed for services
                
                
                -
                
                
                5,225Shares
                    cancelled, previously issued for services
                
                
                -
                
                
                (1,000
                )Changes
                    in current assets and current liabilities:(Increase)
                    decrease accounts receivable, net
                
                
                (40,396
                )
                
                (25,766
                )(Increase)
                    decrease inventory
                
                
                (55,692
                )
                
                16,552Increase
                    (decrease) accounts payable
                
                
                97,442
                
                
                11,286Increase
                    (decrease) accrued expenses
                
                
                4,441
                
                
                (7,790
                )Increase
                    (decrease) taxes payable
                
                
                800
                
                
                800Net
                    cash provided (used) by operating activities
                
                
                (75,378
                )
                
                (70,985
                )Cash
                    flows from investing activities:Purchases
                    of new equipment
                
                
                -
                
                
                (15,297
                )Acquisition
                    of net assets, less cash balance
                
                
                -
                
                
                (241,154
                )Net
                    cash provided (used) by investing activities
                
                
                -
                
                
                (256,451
                )Cash
                    flows from financing activities:Proceeds
                    from note payable - related party
                
                
                130,552
                
                
                5,320Issuance
                    of common stock:For
                    cash
                
                
                -
                
                
                25,000Warrants
                    exercised
                
                
                -
                
                
                2,400Retirement
                    of debentures
                
                
                (250,000
                )
                
                -Issuance
                    of debentures
                
                
                198,000
                
                
                300,000Net
                    cash provided (used) by financing activities
                
                
                78,552
                
                
                332,720Net
                    increase (decrease) in cash
                
                
                3,174
                
                
                5,284Cash,
                    beginning of period
                
                
                1,875
                
                
                39Cash,
                    end of period
                
                $
                5,049
                
                $
                5,323
  *The
            accompanying notes are an integral part of these financial
            statements*
 
 7
  **Trinity3
        Corporation and Subsidiaries**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS (Continued)**
 **(UNAUDITED)**
 
 **Six
                    months ended**
                  **June
                    30**2005
                
                2004Supplemental
                    disclosures of non-cash operating, investing, and financing
                    activities:Issuance
                    of common stock for acquisition
                
                $
                -
                
                $
                4,500Issuance
                    of note payable for acquisition
                
                $
                -
                
                $
                250,000Issuance
                    of common stock for services
                
                $
                -
                
                $
                2,500Common
                    stock subscribed for services
                
                $
                -
                
                $
                5,225
 
 *The
            accompanying notes are an integral part of these financial
            statements*
 8
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2005 AND December 31, 2004**
 **(UNAUDITED)**
 
 **1.**  **INTERIM
        FINANCIAL INFORMATION**
 
 The
        financial statements of Trinity3 Corporation and Subsidiaries (the “Company”) as
        of June 30, 2005 and for the three and six months periods ended June 30,
        2005
        and 2004 and footnote information are unaudited. All adjustments (consisting
        only of normal recurring adjustments) have been made which, in the opinion
        of
        management, are necessary for a fair presentation. Results of operations
        for the
        six months ended June 30, 2005 are not necessarily indicative of the results
        that may be expected for any future period. The balance sheet at December
        31,
        2004 was derived from the Company’s Annual Report on form 10-KSB.
 
 Certain
        information and footnote disclosures, normally included in financial statements
        prepared in accordance with accounting principles generally accepted in the
        United States of America, have been omitted. These financial statements should
        be read in conjunction with the Company’s Annual Report on form 10-KSB for the
        year ended December 31, 2004.
 
 **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.
 
  9
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2005 AND December 31, 2004**
 **(UNAUDITED)**
 
  **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 six months ended June 30, 2005 and 2004 was $22,754 and $17,292,
        respectively. The following table summarizes total Property and
        Equipment:
 **June
                    30, 2005**
                
                **December
                    31, 2004**Equipment
                
                $
                135,120
                
                $
                135,120Computers
                    and Software
                
                
                55,454
                
                
                55,454Less:
                    Accumulated Depreciation
                
                
                (61,187
                )
                
                (38,433
                )Net
                
                $
                129,387
                
                $
                152,141
  10
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2005 AND December 31, 2004**
 **(UNAUDITED)**
 
  **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 June 30, 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.
 
  11
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2005 AND December 31, 2004**
 **(UNAUDITED)**
 
 
 **3.**  **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 June 30, 2005 and December 31, 2004 was $224,134
        and $93,582, respectively.
 
 **4.**  **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
        per month, plus prorated utilities, common area maintenance (CAM) and property
        taxes. On May 15, 2005, the Company terminated this lease and consolidated
        its
        corporate office space into the healthcare division offices.
 
 The
        healthcare division leases its corporate headquarters office space in Newport
        Beach, California pursuant to the terms of a one-year lease at $3,589 per
        month.
        This lease expires March 31, 2006. The healthcare division entered into a
        3-year
        lease expiring June 30, 2008 for its new Livermore office effective July
        1,
        2005. This lease is $1,534 per month, plus prorated utilities, common area
        maintenance (CAM) 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 lease commitments are as
        follows:
 **For
                    the year ended December 31,****2005**
                
                **2006**
                
                **2007**
                
                **2008**
                
                **2009**Minimum
                    Lease Payments due
                
                $
                72,263
                
                $
                60,251
                
                $
                46,170
                
                $
                13,908
                
                $
                1,535
 
 **5.**  **STOCK,
        DEBENTURE AND WARRANT TRANSACTIONS**
 
 **Sale
        of Common Stock with Warrants**
 
 During
        the six months ended June 30, 2005, there were no sales of common stock.
 **Sale
        of Debentures with Warrants**
 
 Sale
        of
        Convertible Debentures with warrants was $198,000 and $300,000 for the six
        months ended June 30, 2005 and year ended December 31, 2004, respectively.
 
 During
        the second quarter ended June 30, 2005, the Company raised a total of $198,000
        from a private placement of Convertible Debentures with attached warrants.
        The
        Company issued $198,000, face value, 10% convertible debentures, plus attached
        warrants, to acquire 495,000 shares of Company stock at $.10 per share in
        exchange for $198,000. Maturities on the debentures range from 4 months to
        24
        months, with maturity dates ranging from October 31 2005 to May 31, 2007,
        and
        are convertible at the option of the holder into Company common stock at
        $.50
        per share. None of the attached warrants in this offering have been exercised
        as
        of June 30, 2005. The proceeds were used to retire $250,000 of maturing
        convertible debentures which were issued in 2004.
 
 12
 At
        June
        30, 2005 and December 31, 2004, $248,000 and $300,000, of these Convertible
        Debentures were issued and outstanding, respectively. At June 30, 2005 and
        December 31, 2004, 495,000 and -0- warrants to purchase Company stock under
        these Convertible Debentures was outstanding, respectively.
 
  13
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2005 AND December 31, 2004**
 **(UNAUDITED)**
 
 
 **Issuance
        of Common Stock for Services**
 
 During
        the six months ended June 30, 2005, there were no issuances of common stock
        for
        services.
 
 **Issuance
        of Warrants on Common Stock for Services**
 
 During
        the six months ended June 30, 2005, warrants were issued to acquire a total
        of
        25,000 shares of common stock for services rendered.
 
 During
        the second quarter ended June 30, 2005, these warrants were issued 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. These warrants were issued to the
        Company’s legal counsel for services rendered to the Company.
 
  14
  **Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **June
        30, 2005 AND December 31, 2004**
 **(UNAUDITED)**
 
 
 **6.**  **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 month and six month periods ended June 30, 2005:
 ***Healthcare
                      Segment Operations:***
                  
                  **Three months
                      ended**
                    **June
                      30**
                  
                  **Six
                      months ended**
                    **June
                      30****2005**
                  
                  **2004**
                  
                  **2005**
                  
                  **2004**Revenues
                  
                  $
                  286,673
                  
                  $
                  362,298
                  
                  $
                  507,865
                  
                  $
                  566,905Cost
                      of revenues
                  
                  
                  112,120
                  
                  
                  186,555
                  
                  
                  167,643
                  
                  
                  288,355Gross
                      profit
                  
                  
                  174,553
                  
                  
                  175,743
                  
                  
                  340,222
                  
                  
                  278,550Operating
                      expenses:General
                      and administrative
                  
                  
                  171,288
                  
                  
                  136,610
                  
                  
                  316,165
                  
                  
                  207,705Segment
                      operating earnings
                  
                  $
                  3,265
                  
                  $
                  39,133
                  
                  $
                  24,057
                  
                  $
                  70,845***Healthcare
                      Segment Assets:***Total
                      assets
                  
                  $
                  584,916
                  
                  $
                  575,362
                  
                  $
                  584,916
                  
                  $
                  575,362
 
 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 month and six month periods ended
        June 30, 2005:
  ***Reconciliation
                    of Segment Operations to Consolidated Earnings
                    (Loss):***
                
                **Three
                    months ended**
                  **June
                    30**
                
                **Six
                    months ended**
                  **June
                    30****2005**
                
                **2004**
                
                **2005**
                
                **2004**Segment
                    operating earnings
                
                $
                3,265
                
                $
                39,133
                
                $
                24,057
                
                $
                70,845Segment
                    depreciation
                
                
                (11,377
                )
                
                (10,662
                )
                
                (22,754
                )
                
                (17,292
                )Income
                    taxes
                
                
                -
                
                
                -
                
                
                (800
                )
                
                (1,600
                )Corporate
                    general and administrative expenses
                
                
                (46,006
                )
                
                (61,892
                )
                
                (89,351
                )
                
                (135,744
                )Corporate
                    interest expense
                
                
                (8,482
                )
                
                (7,457
                )
                
                (15,879
                )
                
                (9,293
                )Consolidated
                    earnings (Loss)
                
                $
                (62,600
                )
                $
                (40,878
                )
                $
                (104,727
                )
                $
                (93,084
                )
  15
  **ITEM
        2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
 
 **Note
        Regarding Forward Looking Statements**
 
 Our
        Management’s Discussion and Analysis contains not only statements that are
        historical facts, but also statements that are forward-looking. 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 Quarterly 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 are divided into three business segments: Healthcare, Consumer
        Products and East Asian Import Export.
 
 Our
        Healthcare division is anchored by our subsidiary, Skyline Orthopedics, Inc.,
        and its subsidiary, Core Management Services, Inc., both of which were acquired
        on February 11, 2004. Effective with the date of the acquisition, we merged
        all
        operations of Core into Skyline. 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, 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 plan on growing this division
        through internal growth of top line revenues and strategic acquisitions.
        The
        consolidated operations of Skyline are included in these financial statements,
        for all operations beginning February 12, 2004.
 
 Our
        Consumer Products division is anchored by our subsidiary, Trinity3 Acceptance
        Corporation (“TAC”), which is a financing subsidiary set up to facilitate
        payments between Trinity3 Corporation, its customers and its suppliers. TAC
        produced no revenues in 2004 and $20,000 in revenues since inception. We
        are
        seeking opportunities in this area to provide shareholder value.
 
 16
 Our
        East
        Asian Import Export division is operated through our subsidiary, Caiban
        Holdings, Inc. (“Caiban”). As we realign the Company, we have decided to focus
        on opportunities outside of East Asian Import Export business, and as a result,
        will be selling or shutting down Caiban which has had no operations or sales
        since inception.
 
 As
        a
        result of our growth plans, our biggest challenges will be threefold: managing
        our growth, generating positive cash flow, and integrating our acquisition
        of
        Skyline.
 
 **Results
        of Operations**
 
 Introduction
 
 Our
        overall operations for the second quarter 2005 versus 2004 are not significantly
        different, as the Company has finalized the assimilation of the Skyline
        acquisition and now is preparing for growth and expansion. However, implemented
        cost savings were more than offset by expansion efforts including start up
        costs
        associated with a new office opening. Overall, second quarter 2005 results
        of
        operations for the three months ended June 30, 2005 generated a loss of
        ($62,600) compared to a loss of ($40,878) for the same period in 2004.
 
 Our
        second quarter 2005 consolidated revenues for the three months ended June
        30,
        2005 were $286,673 compared to $362,298 for the same period in 2004. This
        decrease in revenues is due to the elimination of unprofitable or lower gross
        margin product lines and services.
 
 Our
        second quarter 2005 consolidated operating expenses for the three months
        ended
        June 30, 2005, including general and administrative expense items, were $217,294
        compared to $198,502 for the same period in 2004. This net increase is due
        to
        the expansion efforts including costs associated with the opening of a new
        office in Livermore, California. Pre-opening costs were incurred during the
        second quarter 2005, with the Livermore office becoming fully operational
        effective July 1, 2005.
 
 Our
        second quarter 2005 corporate expenses for the three months ended June 30,
        2005,
        including general, administrative, and net interest expense items, totaled
        $54,488, versus $69,349 for the same period in 2004. This significant reduction
        is due to implemented cost savings and efficiencies, including consolidation
        of
        two office locations in Southern California into one location.
 
 Although
        the Company incurred a consolidated second quarter loss of ($62,600), the
        Healthcare segment contributed operating earnings of $3,265 during the three
        months ended June 30, 2005.
 
  17
  **Three
        months ended June 30, 2005 compared to three months ended June 30, 2004
        (unaudited)**
 
 Revenues,
        Expenses and Loss from Consolidated Operations
 
 Our
        revenues, cost of revenues, general and administrative expenses, and loss
        from
        consolidated operations for the three months ended June 30, 2005 and 2004,
        respectively, are as follows:
 **Three
                    months ended**
                  **June
                    30**2005
                
                *%
                    of Net Revenue*
                
                2004
                
                *%
                    of Net Revenue*
                
                *Percent
                    Change*Revenue
                
                $
                286,673
                
                
                *100.0*
                
                $
                362,298
                
                
                *100.0*
                
                
                *(20.9*
                *)*Cost
                    of Revenues
                
                
                112,120
                
                
                *39.1*
                
                
                186,555
                
                
                *51.5*
                
                
                *(39.9*
                *)*Gross
                    Profit
                
                
                174,553
                
                
                *60.9*
                
                
                175,743
                
                
                *48.5*
                
                
                *(1.0*
                *)*General
                    & Administrative Expenses
                
                
                217,294
                
                
                *75.8*
                
                
                198,502
                
                
                *54.8*
                
                
                *9.5*Interest,
                    Depreciation and Taxes
                
                
                19,859
                
                
                *6.9*
                
                
                18,119
                
                
                *5.0*
                
                
                *9.6*Net
                    Loss
                
                $
                (62,600
                )
                
                *(21.8*
                *)*
                $
                (40,878
                )
                
                *(11.3*
                *)*
                
                *53.1*
 
 Revenues
 
 Revenues
        for the three months ended June 30, 2005 were $286,673 compared to $362,298
        for
        the same period in 2004, a decrease of 20.9%. This decrease is due to the
        elimination of unprofitable product lines and services. The operations of
        Skyline accounted for 100% of our revenues for the three months ended June
        30,
        2005.
 
 Cost
        of Revenues
 
 Cost
        of
        revenues was $112,120 for the three months ended June 30, 2005 compared to
        $186,555 for the same period in 2004, a decrease of 39.9%. This decrease
        is due
        to the elimination of unprofitable product lines and services. The operations
        of
        Skyline accounted for 100% of our total cost of revenues for the three months
        ended June 30, 2005.
 
 Operating,
        General and Administrative Expenses
 
 General
        and administrative expenses were $217,294 for the three months ended June
        30,
        2005 as compared to $198,502 for the same period in 2004, an increase of
        9.5%.
        This increase is due to expansion efforts, including costs associated with
        the
        opening of a new office in Livermore, California.
 
 Net
        Loss
 
 The
        Company experienced a consolidated net loss of ($62,600) for the three months
        ended June 30, 2005 compared to a net loss of ($40,878) for the same period
        in
        2004, an increase of 53.1%. Contributing to this increase in net loss was
        expansion efforts, including costs associated with the opening of a new office
        in Livermore, California.
 
  18
  **Six
        months ended June 30, 2005 compared to six months ended June 30, 2004
        (unaudited)**
 
 Revenues,
        Expenses and Loss from Operations
 
 Our
        revenues, cost of goods sold, general and administrative expenses, and loss
        from
        operations for the six months ended June 30, 2005 and 2004, respectively,
        are as
        follows:
 **Six
                    months ended**
                  **June
                    30**2005
                
                *%
                    of Net Revenue*
                
                2004
                
                *%
                    of Net Revenue*
                
                *Percent
                    Change*Revenue
                
                $
                507,865
                
                
                *100.0*
                
                $
                566,905
                
                
                *100.0*
                
                
                *(10.4*
                *)*Cost
                    of Revenues
                
                
                167,643
                
                
                *33.0*
                
                
                288,355
                
                
                *50.9*
                
                
                *(41.9*
                *)*Gross
                    Profit
                
                
                340,222
                
                
                *67.0*
                
                
                278,550
                
                
                *49.1*
                
                
                *22.1*General
                    & Administrative Expenses
                
                
                405,516
                
                
                *79.9*
                
                
                343,449
                
                
                *60.6*
                
                
                *18.0*Interest,
                    Depreciation and Taxes
                
                
                39,433
                
                
                *7.8*
                
                
                28,185
                
                
                *4.9*
                
                
                *39.9*Net
                    Loss
                
                $
                (104,727
                )
                
                *(20.6*
                *)*
                $
                (93,084
                )
                
                *(16.4*
                *)*
                
                *12.5*
 
 Revenues
 
 Revenues
        for the six months ended June 30, 2005 were $507,865 compared to $566,905
        for
        the same period in 2004, a decrease of 10.4%. This decrease is due to the
        elimination of unprofitable product lines and services. The operations of
        Skyline accounted for 100% of our revenues for the six months ended June
        30,
        2005.
 
 Cost
        of Revenues
 
 Cost
        of
        revenues was $167,643 for the six months ended June 30, 2005 compared to
        $288,355 for the same period in 2004, a decrease of 41.9%. This decrease
        is due
        to the elimination of unprofitable product lines and services. The operations
        of
        Skyline accounted for 100% of our total cost of revenues for the six months
        ended June 30, 2005.
 
 Operating,
        General and Administrative Expenses
 
 General
        and administrative expenses were $405,516 for the six months ended June 30,
        2005
        as compared to $343,449 for the same period in 2004, an increase of 18.0%.
        This
        increase is due to expansion efforts, including costs associated with the
        opening of a new office in Livermore, California.
 
 Net
        Loss
 
 The
        Company experienced a consolidated net loss of ($104,727) for the six months
        ended June 30, 2005 compared to a net loss of ($93,084) for the same period
        in
        2004, an increase of 12.5%. Contributing to this increase in net loss was
        expansion efforts, including costs associated with the opening of a new office
        in Livermore, California.
 
  19
  **Segment
        Reporting**
 
 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, anchored by Skyline
        Orthopedics, Inc., 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 and six month periods ended June 30, 2005:
 ***Healthcare
                    Segment Operations:***
                
                **Three
                    months ended**
                  **June
                    30**
                
                **Six
                    months ended**
                  **June
                    30****2005**
                
                ***%
                    of Net Revenue***
                
                **2004**
                
                **2005**
                
                ***%
                    of Net Revenue***
                
                **2004**Revenues
                
                $
                286,673
                
                
                *100.0*
                
                $
                362,298
                
                $
                507,865
                
                
                *100.0*
                
                $
                566,905Cost
                    of revenues
                
                
                112,120
                
                
                *39.1*
                
                
                186,555
                
                
                167,643
                
                
                *39.0*
                
                
                288,355Gross
                    profit
                
                
                174,553
                
                
                *60.9*
                
                
                175,743
                
                
                340,222
                
                
                *67.0*
                
                
                278,550Operating
                    expenses:General
                    and administrative
                
                
                171,288
                
                
                *59.8*
                
                
                136,610
                
                
                316,165
                
                
                *62.2*
                
                
                207,705Segment
                    operating earnings
                
                $
                3,265
                
                
                *1.1*
                
                $
                39,133
                
                $
                24,057
                
                
                *4.7*
                
                $
                70,845***Healthcare
                    Segment Assets:***Total
                    assets
                
                $
                584,916
                
                
                *-*
                
                $
                575,362
                
                $
                584,916
                
                
                *-*
                
                $
                575,362
 
 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 and six month periods ended June
        30,
        2005:
  ***Reconciliation
                    of Segment Operations to Consolidated Earnings
                    (Loss):***
                
                **Three
                    months ended**
                  **June
                    30**
                
                **Six
                    months ended**
                  **June
                    30****2005**
                
                **2004**
                
                **2005**
                
                **2004**Segment
                    operating earnings
                
                $
                3,265
                
                $
                39,133
                
                $
                24,057
                
                $
                70,845Segment
                    depreciation
                
                
                (11,377
                )
                
                (10,662
                )
                
                (22,754
                )
                
                (17,292
                )Income
                    taxes
                
                
                -
                
                
                -
                
                
                (800
                )
                
                (1,600
                )Corporate
                    general and administrative expenses
                
                
                (46,006
                )
                
                (61,892
                )
                
                (89,351
                )
                
                (135,744
                )Corporate
                    interest expense
                
                
                (8,482
                )
                
                (7,457
                )
                
                (15,879
                )
                
                (9,293
                )Consolidated
                    earnings (Loss)
                
                $
                (62,600
                )
                $
                (40,878
                )
                $
                (104,727
                )
                $
                (93,084
                )
 
  20
  **Liquidity
        and Capital Resources**
 
 Introduction
 
 During
        the six months ended June 30, 2005, the Company generated negative operating
        cash flow. Cash totaled $5,049 and $1,875 at June 30, 2005 and December 31,
        2004, respectively.
 
 Cash,
        current assets, total assets, current liabilities, and total liabilities
        as of
        June 30, 2005 and December 31, 2004, respectively, are as follows:
 *Percentage
                    Change***June
                    30, 2005**
                
                **December
                    31, 2004**Cash
                
                $
                5,049
                
                $
                1,875
                
                
                *169.3*
                *%*Total
                    Current Assets
                
                
                341,016
                
                
                241,754
                
                
                *41.0*
                *%*Total
                    Assets
                
                
                475,453
                
                
                398,945
                
                
                *19.2*
                *%*Total
                    Current Liabilities
                
                
                902,219
                
                
                720,984
                
                
                *25.1*
                *%*Total
                    Liabilities
                
                $
                902,219
                
                $
                720,984
                
                
                *25.1*
                *%*
 
 Cash
        Requirements
 
 The
        Company believes that it has and will have sufficient cash flow to continue
        its
        operations for the next twelve months. Our working capital and other capital
        requirements during this fiscal year and thereafter will vary based on a
        number
        of factors, including potential revenues generated by our subsidiaries.
        Additionally, we may look to public and private sources of financing. There
        can
        be no assurance, however, that we can obtain sufficient capital on acceptable
        terms, if at all. Under such conditions, failure to obtain such capital likely
        would affect adversely our ability to continue as a going concern, or at
        a
        minimum negatively impact our ability to timely meet our business objectives.
 
 Sources
        and Uses of Cash
 
 *Operations*
 
 Net
        cash
        used by operations was ($75,378) and ($70,985) for the six months ended June
        30,
        2005 and 2004, respectively.
 
 Negative
        operating cash flows for the six months ended June 30, 2005 and 2004 were
        created primarily by corporate fixed and overhead expenses.
 
 *Investing*
 
 Net
        cash
        used by investing activities was ($-0-) and ($256,451) for the six months
        ended
        June 30, 2005 and 2004, respectively.
 
 Investing
        activities for the six months ended June 30, 2005 were none.
 
 Investing
        activities for six months ended June 30, 2004 consisted of (1) the acquisition
        of net assets in the Skyline acquisition: $250,000 cash down payment, less
        $8,846 cash acquired; and (2) $15,297 in net purchases of new equipment.
 
 21
 *Financing*
 
 Net
        cash
        provided by financing activities was $78,552 and $332,720, for the six months
        ended June 30, 2005 and 2004, respectively.
 
 Financing
        activities for the six months ended June 30, 2005 included loans to the company
        from officers, netting $130,552; retirement of debentures, using net $250,000;
        and issuance of new debentures netting $198,000.
 
 Financing
        activities for the six months ended June 30, 2004 included loans to the company
        from officers and directors, netting $5,320; sale of company stock for cash,
        netting $25,000; warrant exercise, netting $2,400; and issuance of debentures,
        netting $300,000. Additionally, the company issued a note payable in the
        Skyline
        acquisition for $250,000.
 
 **Debt
        Instruments, Guarantees, and Related Covenants**
 
 The
        Company had $248,000 and $300,000, of debt instruments outstanding as of
        June
        30, 2005 and December 31, 2004, respectively.
 
 During
        the six months ended, June 30, 2005, the Company issued, in a private placement,
        $198,000, face value, of 10% convertible debentures, plus attached warrants
        to
        acquire 495,000 shares of Company stock at $.10 per share in exchange for
        $198,000. Maturities on the debentures range from 4 months to 24 months,
        with
        maturity dates ranging from October 31, 2005 to May 31, 2007, and are
        convertible at the option of the holder into Company common stock at $.50
        per
        share. The proceeds were used to retire $250,000 of maturing convertible
        debentures.
 
 Interest
        expense of $15,879 and $9,293 for the six month periods ended June 30, 2005
        and
        2004, respectively, is entirely attributable to these debenture
        issued.
 
 **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 expensed as incurred.
 
 **Off
        Balance Sheet Contracts**
 
 At
        June
        30, 2005 and 2004, there were no off balance sheet arrangements, contracts
        or
        items to record.
  22
  **ITEM
        3**  **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-14(c)
        and
        15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a
        date
        within 90 days of the filing of this quarterly 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.
 
  23
  **PART
        II**
 
 **ITEM
        1**  **Legal
        Proceedings**
 
 We
        are
        not a party to any pending material legal proceedings and are not aware of
        any
        threatened or contemplated proceeding by any governmental authority against
        our
        company.
  **ITEM
        2**  **Changes
        in Securities and Use of Proceeds**
 
 We
        have
        sold or issued the following securities not registered under the Securities
        Act
        by reason of the exemption afforded under Section 4(2) of the Securities
        Act of
        1933, during the three year period ending on the date of filing of this
        registration statement. Except as stated below, no underwriting discounts
        or
        commissions were payable with respect to any of the following transactions.
        The
        offer and sale of the following securities was exempt from the registration
        requirements of the Securities Act under Rule 506 insofar as
        (1) except as stated below, each of the investors was accredited within
        the
        meaning of Rule 501(a); (2) the transfer of the securities were restricted
        by the company in accordance with Rule 502(d); (3) there were no more
        than 35 non-accredited investors in any transaction within the meaning
        of
        Rule 506(b), after taking into consideration all prior investors under
        Section 4(2) of the Securities Act within the twelve months preceding
        the
        transaction; and (4) none of the offers and sales were effected through any
        general solicitation or general advertising within the meaning of Rule
        502(c).
 
 On
        May
        30, 2005, the Company completed a capital raise of $198,000 from a private
        placement of Convertible Debentures with attached warrants. The Company issued
        to three investors $198,000, face value, 10% convertible debentures, plus
        attached warrants, to acquire 495,000 shares of Company common stock at $.10
        per
        share in exchange for $198,000. The Convertible Note is convertible at the
        option of the holder into common stock at $.50 per share. There have been
        no
        events that are required to be reported under this Item.
 During
          the second quarter ended June 30, 2005, warrants were issued 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. These warrants were issued to the Company’s
          legal counsel in consideration for services rendered to the
          Company.
  **ITEM
        3**  **Defaults
        Upon Senior Securities**
 
 There
        have been no events that are required to be reported under this
        Item.
  **ITEM
        4**  **Submission
        of Matters to a Vote of Security Holders**
 
 There
        have been no events that are required to be reported under this
        Item.
  **ITEM
        5**  **Other
        Information**
 
 None
 
  24
  **ITEM
        6**  **Exhibits
        and Reports on Form 8-K**
 
 (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.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.10.13
                Form
                    of Warrant Agreement.
  25
 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)31.1
                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.
  (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.
 
 (b)  Reports
        on Form 8-K
 
 On
        April
        5, 2005, the Company filed a Current Report on Form 8-K to disclose that
        it
        received a notice of default under the 10% Convertible Debenture issued on
        February 9, 2004, to Bumper Fund, L.P. ("Bumper Fund") in the principal amount
        of $250,000 (the "Debenture").
 
 26
 On
        June
        3, 2005, the Company filed a Current Report on Form 8-K to disclose that
        the
        Company and Bumper Fund agreed that Bumper Fund would have the right to convert
        the outstanding balance under the Debenture into the common stock at the
        rate of
        $0.01 per share, if such balance was not repaid by May 31, 2005. On May 31,
        2005, the Registrant repaid all of the outstanding balance due under the
        Debenture.
 
  27
  **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:September
                  21, 2005
              /s/SHANNON
                  T. SQUYRESBy:Shannon
                  T. SquyresIts:Chief
                  Executive Officer and Secretary
                (principal
                  executive officer)Dated:September
                  21, 2005
              /s/STEVEN
                  D. HARGREAVESBy:Steven
                  D. HargreavesIts:President
                  and Chief Financial Officer
                (principal
                  financial officer)
 
 28