**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, 2004**








[  ]
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.)**1920 Main Street, Suite 980**
**Irvine, California**
(Address of principal executive offices)
**92614**
(Zip Code)





**Registrant's telephone number, including area code** **(949) 910-2383** ****








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   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     No








**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 practicable date. As of August 18, 2004, there were 11,411,773 shares of common stock, par value $0.0001, issued and outstanding.








**Transitional Small Business Disclosure Format**


(check one):





Yes  No
















**TRINITY3 CORPORATION**
 
 **TABLE OF CONTENTS**
 
 
 ****
PART IITEM 1
Financial Statements
3ITEM 2
Management's Discussion and Analysis or Plan of Operations
14ITEM 3
Controls and Procedures
20PART IIITEM 1
Legal Proceedings
21ITEM 2
Changes in Securities and Use of Proceeds
21ITEM 3
Defaults Upon Senior Securities
21ITEM 4
Submission of Matters to a Vote of Security Holders
21ITEM 5
Other Information
22ITEM 6
Exhibits and Reports on Form 8-K
22


2


**PART I**
 
 This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the "Exchange Act"). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading "Management's Discussion and Analysis of Financial Condition or Plan of Operation." Forward-looking statements also include statements in which words such as "expect," "anticipate," "intend," "plan," "believe," "estimate," "consider" or similar expressions are used.
 
 Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
 
 **ITEM 1**  **Financial Statements**


3





**Trinity3 Corporation and Subsidiaries**


**(Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)**


**CONSOLIDATED BALANCE SHEETS**





****June 30, 2004**(Unaudited**)

**December 31, 2003**Current assets:Cash

$
5,323

$
39Accounts receivable (net of allowance for doubtful accounts of $39,633and $-0-, at June 30, 2004 and December 31, 2003, respectively)


126,781


-Inventory


28,606


-Prepaids


-


-Total current assets


160,710


39Property, plant and equipment


178,776


-Less: accumulated depreciation


(17,292
)

-161,484


-Goodwill (Note 4)


253,250


-Total assets

$
575,444

$
39


****


**LIABILITIES AND STOCKHOLDERS EQUITY**







Current liabilities:Accounts payable

$
187,091

$
125,662Accrued expenses


9,315


-Note payable - related party


55,568


50,248Income tax payable


1,600


800Note payable - (Note 4)


250,000


-Convertible debentures - (Note 3)


300,000


-Total current liabilities


803,574


176,710Stockholders equity: (Notes 3 and 5)Common Stock:$0.0001 par value, 2,000,000,000 shares authorized, 11,411,773 and10,221,773 shares issued and outstanding at June 30, 2004 andDecember 31, 2003, respectively


1,141


1,022Additional paid-in capital


97,659


61,378Common Stock Issued for Deferred Compensation


(425
)

-Common Stock Subscribed, 650,000 shares


5,650


-Accumulated deficit


(332,155
)

(239,071
)Total stockholders equity (deficit)


(228,130
)

(176,671
)Total liabilities and stockholders equity

$
575,444

$
39




*The accompanying notes are an integral part of these financial statements*











4







**Trinity3 Corporation and Subsidiaries**


**(Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)**


**CONSOLIDATED STATEMENTS OF INCOME**


**(UNAUDITED)**










**Three months ended**
**June 30**

**Six months ended**
**June 30****2004**


**2003**


**2004**


**2003**Revenues
$
362,298

$
20,000

$
566,905

$
20,000Cost of goods sold

186,555


-


288,355


-Gross profit

175,743


20,000


278,550


20,000Operating expenses:General and administrative

198,502


48,516


343,449


83,045Depreciation

10,662


-


17,292


-Income (loss) from operations beforeinterest and provision for income taxes

(33,421)


(28,516)


(82,191)


(63,045)Interest expense

7,457


-


9,293


-Loss before provision for income taxes

(40,878)


(28,516)


(91,484)


(63,045)Provision for taxes

-





1,600


-Net loss
$
(40,878)

$
(28,516)

$
(93,084)

$
(63,045)Loss per share - basic and diluted
$
(.00)

$
(.00)

$
(.01)

$
(.01)Weighted average number of common sharesoutstanding - basic and diluted

11,411,773


9,781,773


11,155,674


9,781,773







5





**Trinity3 Corporation and Subsidiaries**


**(Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)**


**CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)**


**(UNAUDITED)**







**Common Stock****Number**
**of**
**Shares**

**Amount**

**Additional**
**Paid-in**
**Capital**

**Stock Issued for Deferred Compensation**

**Common Stock Subscribed, Not Issued**

**Accumulated**
**Deficit**

**Total**
**Stockholders**
**Equity**Balance at December 31, 2002


9,781,733

$
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)


450,000


45


4,455


-


-


-


4,500Shares issued for cash: (Note 3)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 3)


550,000


55


5,445


-


-


-


5,500Shares subscribed, not issued, 650,000 shares(Note 3)


-


-


-


-


6,500


-


6,500Shares subscribed, not issued - deferred compensation


-


-


-


-


(850
)

-


(850
)Shares issued - deferred compensation


-


-


-


(425
)

-


-


(425
)Shares cancelled


(100,000
)

(10
)

(990
)

-


-


-


(1,000
)Net loss

















(93,084
)

(93,084
)Balance at June 30, 2004 - Unaudited


11,411,773

$
1,141

$
97,659

$
(425
)
$
5,650

$
(332,155
)
$
(228,130
)
 The accompanying notes are an integral part of these financial statements
  6


**Trinity3 Corporation and Subsidiaries**


**(Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)**


**CONSOLIDATED STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**










**Six months ended**
**June 30**2004


2003Cash flows from operating activities:Net loss
$
(93,084
)
$
(63,045
)Adjustments to reconcile net loss to net cash used by operating activities:Depreciation

17,292


-Shares issued for services

10,725


-Shares cancelled, previously issued for services

(1,000
)Changes in current assets and current liabilities:(Increase) decrease restricted cash

-


(1,032,298
)(Increase) decrease accounts receivable, net

(25,766
)

-(Increase) decrease inventory

16,552


-Increase (decrease) accounts payable

11,286


24,814Increase (decrease) advances

-


1,032,298Increase (decrease) accrued expenses

(7,790
)

-Increase (decrease) taxes payable

800


-Net cash provided (used) by operating activities

(70,985
)

(38,231
)Cash flows from investing activities:Net purchases of new equipment

(15,297
)

-Acquisition of net assets, less cash balance (Note 4)

(241,154
)

-Net cash provided (used) by investing activities

(256,451
)

-Cash flows from financing activities:Proceeds from note payable - related party

5,320


38,417Issuance of common stock:For cash

25,000


-Warrants exercised

2,400


-Issuance of debentures

300,000


-Net cash provided (used) by financing activities

332,720


38,417Net increase (decrease) in cash

5,284


186Cash, beginning of period

39


48Cash, end of period
$
5,323

$
234




The accompanying notes are an integral part of these financial statements





7    **TRINITY3 CORPORATION AND SUBSIDIARIES**
 **(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
 **CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)**
 **(UNAUDITED)**
 
 
 **Six months ended**
**June 30**2004


2003Supplemental disclosures of non-cash operating, investing, and financing activities:Issuance of common stock for acquisition
$
4,500

$
-Issuance of note payable for acquisition
$
250,000

$
-Issuance of common stock for services
$
4,500

$
-Common stock subscribed for services
$
5,225

$
-
  The accompanying notes are an integral part of these financial statements
 
 8    **Trinity3 Corporation and Subsidiaries**
 **(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
 **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
 **For the six months ended June 30, 2004 and 2003**
 
 
 **1.** **INTERIM FINANCIAL INFORMATION**
 
 The financial statements of Trinity3 Corporation and Subsidiaries (the "Company") as of June 30, 2004 and for the six months ended June 30, 2004 and 2003 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, 2004 are not necessarily indicative of the results that may be expected for any future period. The balance sheet at December 31, 2003 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, 2003.
 
 **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.
 
 **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, 2004 and 2003 was $17,292 and $-0-, respectively.
 
 9


**Trinity3 Corporation and Subsidiaries**
**(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
**For the six months ended June 30, 2004 and 2003**** **3.****STOCK, DEBENTURE AND WARRANT TRANSACTIONS**
 
 **Sale of Common Stock**
 
 During the first quarter of 2004, the Company sold 50,000 shares of its common stock, in a private placement pursuant to provisions of Section 4(2) of the Securities Act of 1933 to accredited investors, for net proceeds of $25,000. 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 June 30, 2004, 50,000 of both "A" and "B" warrants were issued and outstanding.
 
 **Sale of Debentures with Warrants**
 
 During the first quarter of 2004, the Company raised a total of $302,400 from a private placement of debentures and warrants. The Company issued $300,000 in 10% convertible debentures, plus warrants to acquire 240,000 shares of Company common stock at $0.01 per share. Net proceeds received from the debenture offering were $300,000. The debentures, 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.
 
 **Issuance of Common Stock for Services**
 
 During the first quarter of 2004, 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. The value of the compensation was based on the fair market value of the shares on the dates of the agreements of $0.01, a total of $12,000. The Company recorded compensation expense related to these agreements of $10,725 for the six months ended June 30, 2004.
 
 **Issuance of Warrants on Common Stock for Services**
 
 During the first quarter of 2004, warrants were issued to acquire 600,000 shares of the Companys common stock exercisable at $.01 per share, the fair market value on the date of grant. These warrants were issued to certain consultants for services to be rendered to the Company.
 
 **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 year and six months ended December 31, 2003 and June 30, 2004, respectively.
 
 10
 ****Trinity3 Corporation and Subsidiaries**
**(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
**For the six months ended June 30, 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. Skyline and Core, located in Newport Beach, California, are engaged in the marketing and distribution of durable medical equipment (DME) and billing systems to hospital networks, physician groups, and healthcare insurance providers throughout California and Nevada. Terms of the acquisition were as follows:
 
 §
$250,000 in cash at the closing
 §
Issuance of a promissory note in the principal amount of $250,000. The note, due in two installments of $150,000 on or before May 11, 2004 and $100,000 on or before August 9, 2004, is non-interest bearing and is secured by substantially all of the assets of the Company. The note has been recorded at its full value and has not been discounted due to immateriality.
 §
Issuance of 450,000 shares of restricted common stock.
 §
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 which vests over the subsequent six months.
 
  The Skyline shareholder is an unrelated party to the Company and its affiliates, and the purchase price was determined by arms-length negotiations. The cash portion of the purchase price was paid by the Company using funds raised in a private placement of debentures and warrants as discussed in Note 3.
  
 *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

253,250Total cost of acquisition

571,747Less: liabilities assumed

(67,247
)Net consideration paid
$
504,500
 *Consideration paid:*
 Cash
$
250,000Note Payable

250,000Stock Issued (450,000 shares)

4,500Net consideration paid
$
504,500


The Company has elected to exercise its option under the Purchase Agreement to offset certain scheduled payments to the seller, including $150,000 due May 11, 2004 and $100,000 due August 9, 2004, pending the final outcome of the resolution of certain accounting and contractual issues. The Purchase Agreement allows for offsetting certain liabilities and losses.
 
 The Company is currently in discussions with the former owner of Skyline to determine the final amount, which will be offset against the purchase price and the remaining balance due.
 
 11  **Trinity3 Corporation and Subsidiaries**
 **(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
 **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
**For the six months ended June 30, 2004 and 2003****
 **5.** **2004 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 theCompanys Annual Report on Form 10-KSB for the year ended December 31, 2003.
 
 No grants have occurred to date under the 2004 Plan.
  
 12  **Trinity3 Corporation and Subsidiaries**
 **(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
 **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
**For the six months ended June 30, 2004 and 2003****
 **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 and six month periods ended June 30, 2004:
 **Three months** **ended**


**Six months ended*****Healthcare Segment Operations:***


**June 30**


**June 30****2004**


**2003**


**2004**


**2003**Revenues

$
362,298

$
-

$
566,905

$
-Cost of goods sold


186,555


-


288,355


-Gross profit


175,743


-


278,550


-Operating expenses:General and administrative


136,610


-


207,705


-Segment operating earnings

$
39,133

$
-

$
70,845

$
-***Healthcare Segment Assets:***Total assets

$
575,362

$
-

$
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, 2004:
 ***Reconciliation of Segment Operations to Consolidated Earnings (Loss):***

**Three months ended**
**June 30**

**Six months ended**
**June 30****2004**


**2003**


**2004**


**2003**Segment operating earnings
$
39,133

$
-

$
70,845

$
-Segment depreciation

(10,662
)

-


(17,292
)

-Income taxes

-


-


(1,600
)

-Corporate general and administrative expenses

(61,892
)




(135,744
)Corporate interest expense

(7,457
)

-


(9,293
)

-Consolidated earnings (Loss)
$
(40,878
)
$
-

$
(93,084
)
$
-
 
 13
 
 ITEM 2  MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
 
 Disclaimer Regarding Forward Looking Statements
 
  
  
 
 
 
 14
 
 
 Summary Overview
 
  
  
  
  
 Results of Operations
  Introduction
   
 15
 
 
 Three months ended June 30, 2004 compared to three months ended June 30, 2003 (unaudited)
 
 Revenues, Expenses and Loss from Consolidated Operations
  
  **Three months ended**
**June 30**2004

*% of Net*
*Revenue*


2003

*% of Net*
*Revenue*

*Percent*
*Change*Revenue
$
362,298

*100.0*

$
20,000

*100.0*

*1,711%*Cost of Goods Sold

186,555

*51.5*


-

*-*

*nm*Gross Profit

175,743

*48.5*


20,000

*nm*

*778%*General & Administrative Expenses

198,502

*54.8*


48,516

*nm*

*309%*Interest, Depreciation and Taxes

18,119

*5.0*


-

*nm*

*nm*Net Loss
$
(40,878)

*(11.3)*

$
(28,516)

*(142.0)*

*(43%)*
   Revenues
 
  
 Cost of Goods Sold
 
  
 Operating, General and Administrative Expenses
 
   
 Net Loss
 
  
  
 16
 
 
 Six months ended June 30, 2004 compared to six months ended June 30, 2003 (unaudited)
 
 Revenues, Expenses and Loss from Operations
  
 **Six months ended**
**June 30**2004

*% of N**et*
*Revenue*


2003

*% of Net*
*Revenue*

*Percent*
*Change*Revenue
$
566,905

*100.0*

$
20,000

*100.0*

*2,734%*Cost of Goods Sold

288,355

*50.9*


-

*-*

*nm*Gross Profit

278,550

*49.1*


20,000

*nm*

*1,293%*General & Administrative Expenses

343,449

*60.6*


83,045

*nm*

*314%*Interest, Depreciation and Taxes

28,185

*4.9*


-

*nm*

*nm*Net Loss
$
(93,084)

*(16.4)*

$
(63,045)

*(315.2)*

*(48%)*
   Revenues
 
  
 Cost of Goods Sold
 
    Operating, General and Administrative Expenses
 
  
 Net Loss
 
  
 
 17
 
 
 Segment Reporting
   **Three months ended**


**Six months ended*****Healthcare Segment Operations:***


**June 30**


******June 30****2004**
***% of Net Revenue***


**2003**


**2004**
***% of Net***
***Revenue***


**2003**Revenues

$
362,298
*100.0*

$
-

$
566,905
*100.0*

$
-Cost of goods sold


186,555
*51.5*


-


288,355
*50.9*


-Gross profit


175,743
*48.5*


-


278,550
*49.1*


-Operating expenses:General and administrative


136,610
*37.8*


-


207,705
*36.6*


-Segment operating earnings

$
39,133
*10.8*

$
-

$
70,845
*12.5*

$
-***Healthcare Segment Assets***Total assets

$
575,362
*-*

$
-

$
575,362
*-*

$
-
   ***Reconciliation of Segment Operations to Consolidated Earnings (Loss):***

**Three months ended**
**June 30**

**Six months ended**
**June 30****2004**


**2003**


**2004**


**2003**Segment operating earnings
$
39,133

$
-

$
70,845

$
-Segment depreciation

(10,662
)

-


(17,292
)

-Income taxes

-


-


(1,600
)

-Corporate general and administrative expenses

(61,892
)




(135,744
)Corporate interest expense

(7,457
)

-


(9,293
)

-Consolidated earnings (Loss)
$
(40,878
)
$
-

$
(93,084
)
$
-
 
 
 18
 
 
 Liquidity and Capital Resources
 
 Introduction
   
   June 30


**2004


2003


*Percent Change*Cash
$
5,323

$
234


*2,174%*Total Current Assets

160,710


1,032,532


*(84%)*Total Assets

575,444


1,032,532


*(44%)*Total Current Liabilities

803,574


1,187,172


*(32%)*Total Liabilities
$
803,574

$
1,187,172


*(32%)*
   
 Cash Requirements
 
  
 Sources and Uses of Cash
 
 Operations
 
  
 Investing
 
  
 Financing
 
  19
 Debt Instruments, Guarantees, and Related Covenants
 
 
 
 Critical Accounting Policies
 
 
 
 Off Balance Sheet Contracts
 
  
 ITEM 3 Controls and Procedures
 
  
 
 20
 
 
 PART II
 
 ITEM 1 Legal Proceedings
 
  
 ITEM 2 Changes in Securities and Use of Proceeds
 
 
 
 ITEM 3 Defaults Upon Senior Securities
 
 
  ITEM 4 Submission of Matters to a Vote of Security Holders
 
  
  Director

Votes For

Votes Against

Votes Withheld

Abstentions

Broker Non-VotesShannon T. Squyres


3,800,072


-0-


-0-


-0-


-0-Steven D. Hargreaves


3,800,072


-0-


-0-


-0-


-0-Total


7,600,144
 
  
  Votes For


Votes Against


Votes Withheld


Abstentions


Broker Non-Votes7,600,144


-0-


-0-


-0-


-0-
   Votes For


Votes Against


Votes Withheld


Abstentions


Broker Non-Votes7,600,144


-0-


-0-


-0-


-0-
 
  
 Votes For


Votes Against


Votes Withheld


Abstentions


Broker Non-Votes7,600,144


-0-


-0-


-0-


-0-
 
 
 
 21
 ITEM 5 Other Information
 
 Status of the Acquisition of Skyline Orthopedics, Inc.
 
 
 
 
 
 
  ITEM 6 Exhibits and Reports on Form 8-K
 
  
 2.1 (1)

Reorganization and Stock Purchase Agreement dated February 4, 20042.2 (1)

Extension Agreement dated February 10, 20042.3 (1)

Promissory Note dated February 11, 20042.4 (1)

Guaranty dated February 11, 20042.5 (1)

Security Agreement dated February 11, 20042.6 (1)

Consulting Agreement dated February 11, 2004   22
  3.1 (2)

Certificate of Incorporation of Silver King Resources (Delaware), Inc., filed on April 13, 19993.2 (3)

Certificate of Merger of Silver King Resources, Inc. into Silver King Resources (Delaware), Inc.3.3 (4)

Certificate of Amendment of Certificate of Incorporation dated July 17, 2002, changing name to eNexi Holdings, Inc.3.4 (5)

Certificate of Amendment of Certificate of Incorporation dated November 5, 2002, changing name to Trinity3 Corporation3.5 (6)

Certificate of Amendment of Certificate of Incorporation dated February 20, 2003, increasing the authorized common stock3.6 (7)

Bylaws of Silver King Resources (Delaware), Inc.4.1 (1)

Securities Purchase Agreement and Investor Questionnaire dated February 9, 20044.2 (1)

10% Convertible Debenture dated February 9, 20044.3 (1)

Security Agreement dated February 9, 20044.4 (1)

Warrant Agreement dated February 9, 200410.1 (6)

Trinity3 Corporation 2003 Incentive and Non-Statutory Stock Option Plan10.2 (6)

Form of Option Agreement under the 2003 Incentive and Non-Statutory Stock Option Plan10.3 (8)

Trinity3 Corporation 2004 Omnibus Securities and Stock Option Plan10.4 (8)

Form of Incentive Stock Option Agreement under the 2004 Omnibus Securities and Stock Option Plan10.5 (8)

Form of Nonstatutory Stock Option Agreement under the 2004 Omnibus Securities and Stock Option Plan31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer   23
  32.1

Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2

Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 (1)    Incorporated by reference from our Current Report on Form 8-K dated and filed with the Commission on February 26, 2004.
 (2)    Incorporated by reference from Exhibit 2.1 to our Form 10-SB filed with the Commission on July 8, 1999.
 (3)    Incorporated by reference from Exhibit 2.2 to our Form 10-SB filed with the Commission on July 8, 1999.
 (4)    Incorporated by reference from our Schedule 14C filed with the Commission on May 26, 2000.
 (5)    Incorporated by reference from Exhibit 3.5 to our Annual Report on Form 10-KSB filed with the Commission on April 15, 2003.
 (6)    Incorporated by reference from Exhibit 3.5 to our Annual Report on Form 10-KSB filed with the Commission on April 14, 2004.
 (7)    Incorporated by reference from Exhibit 2.3 to our Form 10-SB filed with the Commission on July 8, 1999.
 (8)    Incorporated by reference from our Current Report on Form 8-K dated and filed with the Commission on June 8, 2004.
 
  
 
 
 24
 
 
 SIGNATURES
 
 
 
 
 Dated:    September 3, 2004
/s/          Shannon T. SquyresBy:    Shannon T. SquyresIts:    Chief Executive Officer and SecretaryDated:    September 3, 2004
/s/          Steven D. HargreavesBy:    Steven D. HargreavesIts:    President and Chief Financial Officer
 
 
 
 25