**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 March 31, 2005**
  o
              TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF
                  1934
 
 For
        the
        transition period from _______________ to _______________.
  **Commission
        file number: 000-26651**
 
 
 **Trinity3
        Corporation**
 (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 practicable date. As of December 31, 2004 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
            22PART
                IIITEM
                1
            Legal
                Proceedings
            23ITEM
                2
            Changes
                in Securities and Use of Proceeds
            23ITEM
                3
            Defaults
                Upon Senior Securities
            23ITEM
                4
            Submission
                of Matters to a Vote of Security Holders
            23ITEM
                5
            Other
                Information
            23ITEM
                6
            Exhibits
                and Reports on Form 8-K
            24






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


**CONSOLIDATED
      BALANCE SHEETS**







**ASSETS**


**March
                  31, 2005**
                **(unaudited)**
              
              **December
                  31, 2004**Current
                  assets:
                Cash
              
              $
              11,197
              
              $
              1,875Accounts
                  receivable (net of allowance for doubtful accounts of $28,302 and$48,728,
                  at March 31, 2005 and December 31, 2004, respectively)
              
              
              203,634
              
              
              184,476Inventory
              
              
              50,398
              
              
              55,403Total
                  current assets
              
              
              265,229
              
              
              241,754Property,
                  plant and equipment
              
              
              190,574
              
              
              190,574Less:
                  accumulated depreciation
              
              
              (49,810
              )
              
              (38,433
              )140,764
              
              
              152,141Goodwill
                  (Note 3)
              
              
              5,050
              
              
              5,050Total
                  assets
              
              $
              411,043
              
              $
              398,945


**LIABILITIES
      AND STOCKHOLDERS’ EQUITY**


Current
                  liabilities:Accounts
                  payable
              
              $
              349,237
              
              $
              301,364Accrued
                  expenses
              
              
              31,836
              
              
              24,438Note
                  payable - related party (Note 4)
              
              
              91,736
              
              
              93,582Income
                  tax payable
              
              
              2,400
              
              
              1,600Convertible
                  debentures - (Note 6)
              
              
              300,000
              
              
              300,000Total
                  current liabilities
              
              
              775,209
              
              
              720,984Commitments
                  (Note 5)Stockholders’ equity: (Notes 3 and 6)
              
              
              —
              
              
              —Common
                  Stock:
                $0.0001
                  par value, 2,000,000,000 shares authorized, 11,441,773 and 11,441,773
                  shares issued and outstanding at March 31, 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
              
              
              (471,266
              )
              
              (429,139
              )Total
                  stockholders’ equity (deficit)
              
              
              (364,166
              )
              
              (322,039
              )Total
                  liabilities and stockholders’ equity
              
              $
              411,043
              
              $
              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**
                **March
                  31****2005**
              
              
              **2004**Revenues
              
              $
              221,192
              
              $
              204,607Cost
                  of revenues
              
              
              55,523
              
              
              101,800Depreciation
              
              
              11,377
              
              
              6,630Gross
                  profit
              
              
              154,292
              
              
              96,177Operating
                  expenses:General
                  and administrative
              
              
              188,222
              
              
              144,947Income
                  (loss) from operations beforeinterest
                  and provision for income taxes
              
              
              (33,930
              )
              
              (48,770
              )Interest
                  expense
              
              
              7,397
              
              
              1,836Loss
                  before provision for income taxes
              
              
              (41,327
              )
              
              (50,606
              )Provision
                  for taxes
              
              
              800
              
              
              1,600Net
                  loss
              
              $
              (42,127
              )
              $
              (52,206
              )Loss
                  per share - basic and diluted
              
              $
              0.00
              
              $
              0.00Weighted
                  average number of common shares outstanding - basic and
                  diluted
              
              
              11,441.773
              
              
              10,899,575




*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 (Note 3)
              
              
              480,000
              
              
              48
              
              
              6,252
              
              
              —
              
              
              —
              
              
              6,300Shares
                  issued for cash: (Note 6)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 6)
              
              
              550,000
              
              
              55
              
              
              5,445
              
              
              —
              
              
              —
              
              
              5,500Shares
                  subscribed, not issued, 650,000 shares(Note
                  6)
              
              
              —
              
              
              —
              
              
              —
              
              
              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
              
              
              —
              
              
              —
              
              
              —
              
              
              —
              
              
              (42,127
              )
              
              (42,127
              )Balance
                  at March 31, 2005
              
              
              11,441,773
              
              $
              1,144
              
              $
              99,456
              
              $
              6,500
              
              $
              (471,266
              )
              $
              (364,166
              )




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




6


**Trinity3
      Corporation and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**





**Three
                  months ended**
                **March
                  31****2005**
              
              **2004**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (42,127
              )
              $
              (52,206
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Depreciation
              
              
              11,377
              
              
              6,630Shares
                  issued for services
              
              
              —
              
              
              5,975Changes
                  in current assets and current liabilities:(Increase)
                  decrease accounts receivable, net
              
              
              (19,158
              )
              
              (3,403
              )(Increase)
                  decrease inventory
              
              
              5,005
              
              
              —(Increase)
                  decrease prepaids
              
              
              —
              
              
              (6,695
              )Increase
                  (decrease) accounts payable
              
              
              47,873
              
              
              2,899Increase
                  (decrease) accrued expenses
              
              
              7,398
              
              
              (15,268
              )Increase
                  (decrease) taxes payable
              
              
              800
              
              
              800Net
                  cash provided (used) by operating activities
              
              
              11,168
              
              
              (61,268
              )Cash
                  flows from investing activities:Acquisition
                  of net assets, less cash balance
              
              
              —
              
              
              (241,154
              )Net
                  cash provided (used) by investing activities
              
              
              —
              
              
              (241,154
              )Cash
                  flows from financing activities:Proceeds
                  (payment) from note payable - related party
              
              
              (1,846
              )
              
              (572
              )Issuance
                  of common stock:For
                  cash
              
              
              —
              
              
              25,000Warrants
                  exercised
              
              
              —
              
              
              2,400Issuance
                  of debentures
              
              
              —
              
              
              300,000Net
                  cash provided (used) by financing activities
              
              
              (1,846
              )
              
              326,828Net
                  increase (decrease) in cash
              
              
              9,322
              
              
              24,406Cash,
                  beginning of period
              
              
              1,875
              
              
              39Cash,
                  end of period
              
              $
              11,197
              
              $
              24,445
  *The
          accompanying notes are an integral part of these financial
          statements*
  7


**TRINITY3
      CORPORATION AND SUBSIDIARIES**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS (Continued)**


**(UNAUDITED)**





**Three
                  months ended**
                **March
                  31****2005**
              
              
              **2004**Supplemental
                  disclosures of non-cash operating, investing, and financing
                  activitiesIssuance
                  of common stock for acquisition
              
              $
              —
              
              $
              4,500Issuance
                  of note payable for acquisition
              
              $
              —
              
              $
              250,000Issuance
                  of common stock for services
              
              $
              —
              
              $
              4,500Common
                  stock subscribed for services
              
              $
              —
              
              $
              1,475


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




8


**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2005 AND 2004**





**1.**
              **INTERIM
                  FINANCIAL INFORMATION**
 
 The
        financial statements of Trinity3 Corporation and Subsidiaries (the “Company”) as
        of March 31, 2005 and for the three months ended March 31, 2005 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 three months ended
        March
        31, 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.
 
 The
        consolidated financial statements of the Company and its wholly owned
        subsidiaries as of March 31, 2005 have not been reviewed by its independent
        accounting firm. The Company expects such review to be completed as soon
        as
        practical.
  **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**


**March
      31, 2005 AND 2004**


**Revenue**
 
 Revenues
        are recognized on the date services and related products are provided to
        patients and are recorded at amounts estimated to be received under
        reimbursement arrangements with third-party payors, including private insurers,
        prepaid health plans, and Medicare.
 
 Due
        to
        the nature of the industry and the reimbursement environment in which the
        Company operates, certain estimates are required to record net revenues and
        accounts receivable at their net realizable values. Inherent in these estimates
        is the risk that they will have to be revised or updated as additional
        information becomes available. Specifically, the complexity of many third-party
        billing arrangements and the uncertainty of reimbursement amounts for certain
        services from certain payors may result in adjustments to amounts originally
        recorded. Such adjustments are typically identified and recorded at the point
        of
        cash application, claim denial or account review.
 
 Management
        performs periodic analyses to evaluate accounts receivable balances to ensure
        that recorded amounts reflect estimated net realizable value. Specifically,
        management considers historical realization data, accounts receivable aging
        trends, other operating trends, the extent of contracted business and business
        combinations. Also considered are relevant business conditions such as
        governmental and managed care payor claims processing procedures and system
        changes.
 
 **Accounts
        Receivable**
  Accounts
        receivable are reduced by an allowance for doubtful accounts which provides
        for
        those accounts from which payment is not expected to be received, although
        services were provided and revenue was earned. Upon determination that an
        account is uncollectible, it is written-off and charged to the
        allowance.
 
 **Inventory**
 
 Inventory,
        which consists only of finished goods, is stated at the lower of cost or
        market,
        with cost being determined by the first-in, first-out (FIFO)
        method.
 
 **Property,
        Equipment and Depreciation**
 
 Property
        and equipment 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 three months ended March 31, 2005 and 2004 was $11,377 and
        $6,630, respectively. The following table summarizes total Property and
        Equipment:
 
  **March
                  31, 2005**
              
              **March
                  31, 2004**Equipment
              
              $
              135,120
              
              $
              110,340Computers
                  and Software
              
              
              55,454
              
              
              53,139Less:
                  Accumulated Depreciation
              
              
              (49,810
              )
              
              (6,630
              )Net
              
              $
              140,764
              
              $
              156,849


10




**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2005 AND 2004**


**Goodwill**
 
 Goodwill
        arising from business combinations represents the excess of the purchase
        price
        over the estimated fair value of the net assets of the businesses acquired.
        In
        accordance with the provisions of SFAS No. 142, goodwill is not amortized
        but
        tested annually for impairment or more frequently if circumstances indicate
        the
        possibility of impairment *.* Management does not believe any impairment of its goodwill existed at March
        31,
        2005.
 
 **Income
        Taxes**
  Deferred
        income taxes are reported using the liability method. Deferred tax assets
        are
        recognized for deductible temporary differences and deferred tax liabilities
        are
        recognized for taxable temporary differences. Temporary differences are the
        differences between the reported amounts of assets and liabilities and their
        tax
        bases. Deferred tax assets are reduced by a valuation allowance when, in
        the
        opinion of management, it is more likely than not that some portion or all
        of
        the deferred tax assets will not be realized. Deferred tax assets and
        liabilities are adjusted for the effects of changes in tax laws and rates
        on the
        date of enactment.
  **Net
        Loss Per Share**
  In
        February 1997, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        128 “Earnings Per Share” which requires the Company to present basic and diluted
        earnings per share, for all periods presented. The computation of loss per
        common share (basic and diluted) is based on the weighted average number
        of
        shares actually outstanding during the period. The Company has common stock
        equivalents, which have not been included in the net loss per share calculation
        since their effect would be anti-dilutive.
 
 11




**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2005 AND 2004**







**3.**
              **ACQUISITION**
 
 On
        February 11, 2004, the Company completed the acquisition of all of the issued
        and outstanding stock of Skyline Orthopedics, Inc., a California corporation
        (“Skyline”), and its wholly-owned subsidiary, Core Management Systems, Inc., a
        California corporation (“Core”), making Skyline a wholly-owned subsidiary of the
        Company. Effective with the date of the acquisition, the Company merged all
        operations of Core into Skyline. Skyline, located in Newport Beach, California,
        is engaged in the marketing and distribution of durable medical equipment
        (DME)
        and billing systems to hospital networks, physician groups, and healthcare
        insurance providers throughout California and Nevada. The final terms of
        the
        acquisition were as follows:
 
 §
              $250,000
                  in cash at the closing.
 §
              Issuance
                  of 480,000 shares of restricted common stock (of this, 450,000
                  were issued
                  at the closing of the acquisition in February 2004, and 30,000
                  shares were
                  issued in December 2004 to extinguish a $250,000 note payable issued
                  at
                  the closing of the acquisition).
 §
              Commencement
                  of a consulting agreement with the selling shareholder for a period
                  of up
                  to 12 months. Under the consulting agreement, the selling shareholder
                  received an additional 250,000 shares of common stock.
 
 The
        Skyline shareholder is an unrelated party to the Company and its affiliates,
        and
        the purchase price was determined by arms-length negotiations. The cash portion
        of the purchase price was paid by the Company using funds raised in a private
        placement of debentures and warrants as discussed in Note 6.
 
 *The
        fair market value on February 11, 2004 of net assets purchased is as
        follows:*


Cash
              
              $
              8,846Accounts
                  receivable, Net
              
              
              101,014Inventory
              
              
              45,158Property
                  and equipment, FMV
              
              
              163,479Goodwill
              
              
              5,050Total
                  cost of acquisition
              
              
              323,547Less:
                  liabilities assumed
              
              
              (67,247
              )Net
                  consideration paid
              
              $
              256,300
 *Consideration
          paid:*
  Cash
                
                $
                250,000Stock
                    Issued: 480,000 shares
                
                
                6,300Net
                    consideration paid
                
                $
                256,300
 12




**Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **March
        31, 2005 AND 2004**
 
  **4.**
                  **RELATED
                      PARTY TRANSACTIONS**
 
 **Notes
            Payable - Related Parties**
 
 Throughout
            2003 and 2004, the Company’s officers and directors made various loans to the
            Company. These loans are non interest bearing and are payable upon demand.
            The
            total amount of these loans at March 31, 2005 and 2004 was $91,736 and
            $93,582,
            respectively.
 
 **5.**
                  **LEASE
                      COMMITMENTS**
 
 In
            January of 2003, the Company entered into a month to month office facility
            sublease for its corporate headquarters from an entity owned and controlled
            by
            one of its officers and directors, a related party. Lease payments are
            $6,282,
            plus prorated utilities, common area maintenance (CAM) and property taxes.
            On
            May 15, 2005, the Company terminated this lease and consolidated its
            corporate
            office space into the healthcare division offices.
 
 The
            healthcare division leases 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.
 
 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
                  
                  $
                  43,068
                  
                  $
                  10,767
                  
                  $
                  —
                  
                  $
                  —
                  
                  $
                  —
 
 **6.**
                  **STOCK,
                      DEBENTURE AND WARRANT
                      TRANSACTIONS**
 
 **Sale
            of Common Stock with Warrants**
 
 During
            the first quarter ended March 31, 2005, there were no sales of common
            stock.
 
 During
            the first quarter ended March 31, 2004, the Company sold 50,000 shares
            of its
            common stock, in private placements pursuant to provisions of Section
            4(2) of
            the Securities Act of 1933 to accredited investors, for net proceeds
            of $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.
 
 **Sale
            of Debentures with Warrants**
 
 During
            the first quarter ended March 31, 2005, there were no sales of
            debentures.
 
 During
            the first quarter ended March 31, 2004, the Company raised a total of
            $302,400
            from a private placement of debentures and warrants. The Company issued
            $300,000
            in 10% convertible debentures, plus warrants to acquire 240,000 shares
            of
            Company common stock at $0.01 per share. Net proceeds received from the
            debenture offering were $300,000. The debentures, which are secured by
            substantially all of the assets of the Company, are due March 1, 2005,
            and are
  13




**Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **March
        31, 2005 AND 2004**
 
 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.
 
 **Subsequent
          Event - Debentures with Warrants**
 
 On
          April
          4, 2005, the Company filed a Current Report on Form 8-K to disclose that
          it had
          received a notice of default under the 10% Convertible Debenture issued
          on
          February 9, 2004, to Bumper Fund, L.P. in the principal amount of $250,000
          (the
          "Debenture"). The Registrant and Bumper Fund agreed that Bumper Fund would
          have
          the right to convert the outstanding balance under the Debenture into the
          Registrant's 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 .
 
 This
          was
          accomplished through a refinancing by the Company consisting of a combination
          of
          loans by officers, and a new issuance of convertible debentures which is
          on
          going.
 
 **Issuance
          of Common Stock for Services**
 
 During
          the first quarter ended March 31, 2005, there were no issuances of common
          stock
          for services.
 
 During
          the first quarter ended March 31, 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 in 2004. The value of the compensation was based on the
          fair
          market value of the shares on the dates of the agreements. The Company
          recorded
          compensation expense related to these agreements of $ 6,975, deferred
          compensation expense of $5,025, and 650,000 shares as common stock subscribed
          totaling $6,500 during the first quarter 2004.
 
 During
          first quarter ended March 31, 2004, 550,000 shares of common stock valued
          at
          $5,500 had been issued for services under the agreements discussed
          above.
 
 **Issuance
          of Warrants on Common Stock for Services**
 
 During
          the first quarter ended March 31, 2005, there were no issuances of warrants
          on
          common stock for services.
 
 During
          the first quarter ended March 31, 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 grants. These warrants were issued to certain
          consultants to the company for services to be rendered to the
          Company.
  14




**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**March
      31, 2005 AND 2004**





**7.**
            **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 periods
      ended March 31, 2005 and 2004, respectively:




***Healthcare
                Segment Operations:***
            
            **Three
                months ended****March
                31****2005**
            
            
            **2004**Revenues
            
            $
            221,192
            
            $
            204,607Cost
                of revenues
            
            
            55,523
            
            
            101,800Gross
                profit
            
            
            165,669
            
            
            102,807Operating
                expenses:General
                and administrative
            
            
            144,877
            
            
            71,095Segment
                operating earnings
            
            $
            20,792
            
            $
            31,712***Healthcare
                Segment Assets:***Total
                assets
            
            $
            514,406
            
            $
            587,263





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 periods ended March 31, 2005
      and 2004, respectively:




***Reconciliation
                of Segment Operations to Consolidated Earnings
                (Loss):***
            
            **Three
                months ended**
              **March
                31****2005**
            
            
            **2004**Segment
                operating earnings
            
            $
            20,792
            
            $
            31,711Segment
                depreciation
            
            
            (11,377
            )
            
            (6,630
            )Income
                taxes
            
            
            (800
            )
            
            (1,600
            )Corporate
                general and administrative expenses
            
            
            (43,345
            )
            
            (73,851
            )Corporate
                interest expense
            
            
            (7,397
            )
            
            (1,836
            )Consolidated
                earnings (Loss)
            
            $
            (42,127
            )
            $
            (52,206
            )








15


**ITEM
          2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
          OPERATION**
 
 **Disclaimer
          Regarding Forward Looking Statements**
 
 Our
          Management’s Discussion and Analysis contains not only statements that are
          historical facts, but also statements that are forward-looking (within
          the
          meaning of Section 27A of the Securities Act of 1933 and Section 21E of
          the
          Securities Exchange Act of 1934). Forward-looking statements are, by their
          very
          nature, uncertain and risky. These risks and uncertainties include
          international, national and local general economic and market conditions;
          demographic changes; our ability to sustain, manage, or forecast growth;
          our
          ability to successfully make and integrate acquisitions; raw material costs
          and
          availability; new product development and introduction; existing government
          regulations and changes in, or the failure to comply with, government
          regulations; adverse publicity; competition; the loss of significant customers
          or suppliers; fluctuations and difficulty in forecasting operating results;
          changes in business strategy or development plans; business disruptions;
          the
          ability to attract and retain qualified personnel; the ability to protect
          technology; and other risks that might be detailed from time to time in
          our
          filings with the Securities and Exchange Commission.
 
 Although
          the forward-looking statements in this 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
      operations for the first quarter 2005 versus 2004 are significantly different,
      reflecting our change from a development stage company to one with operations,
      as a result of the Skyline acquisition. Our consolidated financial statements
      for the three months ended March 31, 2005 reflect this change in operations,
      a
      full quarter of operations for Skyline. Our consolidated revenues for the three
      months ended March 31, 2005 were $221,192 compared to $204,607 for the same
      period in 2004 which was only a partial operating period with Skyline
      operations. With our increase in revenues, we also incurred significant
      operating costs and we continue to operate at a loss. Our first quarter 2005
      operating expenses are larger because of the larger base of fixed costs
      associated with our company and our recently acquired operating subsidiaries.
      As
      a result, our operating expenses during the first quarter 2005 of $188,222
      were
      significantly greater than the same period in 2004 of $144,947. Our corporate
      expenses, including general, administrative, and net interest expense items,
      totaled $50,742, contributing to a consolidated first quarter loss of
      ($42,127).  However,
      our Healthcare segment contributed operating earnings of $20,792 during the
      first quarter.


17


**Three
        months ended March 31, 2005 compared to three months ended March 31, 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 March 31, 2005 and 2004,
        respectively, are as follows:
   **Three
                  months ended**
                **March
                  31****2005**
              ****
              ***%
                  of Net***
                ***Revenue***
              ****
              **2004**
              ****
              ***%
                  of Net***
                ***Revenue***
              ****
              ***Percent***
                ***Change***Revenue
              
              $
              221,192
              
              
              *100.0*
              
              $
              204,607
              
              
              *100.0*
              
              
              *8.1*Cost
                  of Revenues
              
              
              55,523
              
              
              *25.1*
              
              
              101,800
              
              
              *49.8*
              
              
              (45.1
              )Gross
                  Profit
              
              
              165,669
              
              
              *74.9*
              
              
              102,807
              
              
              *50.2*
              
              
              *61.1*General
                  & Administrative Expenses
              
              
              188,222
              
              
              *85.0*
              
              
              144,947
              
              
              *70.8*
              
              
              *29.9*Interest,
                  Depreciation and Taxes
              
              
              19,574
              
              
              *8.9*
              
              
              10,066
              
              
              *4.9*
              
              
              *94.5*Net
                  Loss
              
              $
              (42,127
              )
              
              (19.0
              )
              $
              (52,206
              )
              
              (25.5
              )
              
              *19.3*


Revenues





Revenues
      for the three months ended March 31, 2005 were $221,192 compared to $204,607
      for
      the same period in 2004. This increase in 2005 is due to comparable period
      2004
      Revenues reflecting only a partial period of operations, from February 12,
      2004
      forward with Skyline operations. The operations of Skyline accounted for 100%
      of
      our revenues for the three months ended March 31, 2005.





Cost
      of Revenues





Cost
      of
      revenues was $55,523 for the three months ended March 31, 2005 compared to
      $101,800 for the same period in 2004. This favorable decrease in 2005 is due
      to
      several reasons, including: 1) adoption of a more profitable product mix through
      elimination of unprofitable product lines; 2) improvement in gross margins;
      and
      3) certain write downs taken in the comparable period 2004 immediately after
      the
      Skyline acquisition. The cost of revenues for Skyline were 100% of our total
      cost of revenues for the three months ended March 31, 2005.





Operating,
      General and Administrative Expenses





General
      and administrative expenses were $188,222 for the three months ended March
      31,
      2005 as compared to $144,947 for the same period in 2004, an increase of 29.9%.
      This increase in 2005 is due to comparable period 2004 SG&A expenses
      reflecting only a partial period of operations, from February 12, 2004 forward
      with Skyline operations.




Net
      Loss





The
      Company experienced a consolidated net loss of ($42,127) for the three months
      ended March 31, 2005 compared to a net loss of ($52,206) for the same period
      in
      2004, a decrease of 19.3%. Contributing to this narrowing in net loss was the
      profitable operations of Skyline Orthopedics, acquired in February 2004.
      Conversely, our larger corporate expenses, including general, administrative,
      and net interest expense items continued to keep consolidated earnings below
      the
      breakeven mark.




18


**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 month periods ended March 31, 2005 and 2004,
      respectively:




***Healthcare
                  Segment Operations:***
              
              **Three
                  months ended**
                **March
                  31****2005**
              
              ***%
                  of Net Revenue***
              
              **2004**
              
              ***%
                  of NetRevenue***Revenues
              
              $
              221,192
              
              
              *100.0*
              
              $
              204,607
              
              
              *100.0*Cost
                  of Revenues
              
              
              55,523
              
              
              *25.1*
              
              
              101,800
              
              
              *49.8*Gross
                  profit
              
              
              165,669
              
              
              *74.9*
              
              
              102,807
              
              
              *50.2*Operating
                  expenses:General
                  and administrative
              
              
              144,877
              
              
              *65.5*
              
              
              71,095
              
              
              *34.7*Segment
                  operating earnings
              
              $
              20,792
              
              
              *9.4*
              
              $
              31,712
              
              
              *15.5****Healthcare
                  Segment Assets:***Total
                  assets
              
              $
              514,406
              
              
              *—*
              
              $
              587,263
              
              
              *—*


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 periods ended March 31, 2005
      and 2004, respectively:





***Reconciliation
                of Segment Operations to Consolidated Earnings
                (Loss):***
            
            **Three
                months ended**
              **March
                31****2005**
            
            **2004**Segment
                operating earnings
            
            $
            20,792
            
            $
            31,711Segment
                depreciation
            
            
            (11,377
            )
            
            (6,630
            )Income
                taxes
            
            
            (800
            )
            
            (1,600
            )Corporate
                general and administrative expenses
            
            
            (43,345
            )
            
            (73,851
            )Corporate
                interest expense
            
            
            (7,397
            )
            
            (1,836
            )Consolidated
                earnings (Loss)
            
            $
            (42,127
            )
            $
            (52,206
            )






19


**Liquidity
        and Capital Resources**
 
 Introduction
 
 During
        the three months ended March 31, 2005, the Company generated positive operating
        cash flows. Cash totaled $11,197 and $24,445 at March 31, 2005 and 2004,
        respectively.
 
 Cash,
        current assets, total assets, current liabilities, and total liabilities
        as of
        March 31, 2005 and
        2004, respectively, are as follows:
 
 **March
                  31**
              ****
              ***Percentage***
                ***Change***
              ********
              
              **2005**
              
              **2004**Cash
              
              $
              11,197
              
              $
              24,445
              
              
              (54.2
              )Total
                  Current Assets
              
              
              265,229
              
              
              241,754
              
              
              *9.7*Total
                  Assets
              
              
              411,043
              
              
              398,945
              
              
              *3.0*Total
                  Current Liabilities
              
              
              775,209
              
              
              720,984
              
              
              *7.5*Total
                  Liabilities
              
              $
              775,209
              
              $
              720,984
              
              
              *7.5*
 
 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
        provided (used) by operations was $11,168 and ($61,268), for the three months
        ended March 31, 2005 and 2004, respectively. Positive operating cash flows
        during 2005 were created primarily by expansion of accounts payable and non
        cash
        depreciation expense.
 
 *Investing*
 
 Net
        cash
        provided (used) by investing activities was $-0- and ($241,154), for the
        three
        months ended March 31, 2005 and 2004, respectively. There were no investing
        activities for the three months ended March 31, 2005. However, investing
        activities for the three months ended March 31, 2004 consisted of the
        acquisition of net assets in the Skyline acquisition: $250,000 cash down
        payment, less $8,846 cash acquired.
  20
  *Financing*
 
 Net
        cash
        provided (used) by financing activities was ($1,846) and $326,828, for the
        three
        months ended March 31, 2005 and 2004, respectively. During the three months
        ended March 31, 2005, financing activities included partial payback of loans
        to
        the company by officers and directors, using $1,846. During the same period
        in
        2004, financing activities included partial payback of loans to the company
        from
        officers, using $572; sale of company stock for cash, netting $25,000; warrant
        exercise, netting $2,400; and issuance of debentures, netting $300,000.
 
 **Debt
        Instruments, Guarantees, and Related Covenants**
 
 As
        of
        March 31, 2005 and 2004, the Company had $300,000 and $300,000, respectively,
        of
        debt instruments outstanding. During the first quarter 2004, in a private
        placement, the Company issued $300,000 of 10% convertible debentures, plus
        attached warrants to acquire 240,000 shares of Company common stock at $0.01
        per
        share, in exchange for $300,000. The debentures are due March 1, 2005, and
        are
        convertible at the option of the holder into Company common stock at $2.00
        per
        share. The proceeds were used to complete the Skyline acquisition and fund
        the
        Company’s working capital requirements.
 
 On
        April
        4, 2005, the Company filed a Current Report on Form 8-K to disclose that
        it had
        received a notice of default under the 10% Convertible Debenture issued on
        February 9, 2004, to Bumper Fund, L.P. in the principal amount of $250,000
        (the
        "Debenture"). The Registrant and Bumper Fund agreed that Bumper Fund would
        have
        the right to convert the outstanding balance under the Debenture into the
        Registrant's 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 Company repaid all of the
        outstanding balance due under the Debenture .
  This
        repayment was accomplished through a refinancing
        by the Company consisting of loans by officers, and a new issuance of
        convertible debentures which is on going. The remaining $50,000 convertible
        debenture was renewed for a one-year period, with a new maturity date of
        March
        1, 2006. Interest expense of $7,397and $1,836, for the three month periods
        ended
        March 31, 2005 and 2004, respectively, is entirely attributable to the $300,000
        convertible debentures outstanding.
 
 **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
        March
        31, 2005 and 2004, there were no “off balance sheet” contracts or items to
        record.
  21
  **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.
  22
   **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**
 
 There
        have been no events that are required to be reported under this
        Item.
 
 **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**
  There
        have been no events that are required to be reported under this
        Item.
  23


**ITEM
      6**  **Exhibits
      and Reports on Form 8-K**





(a)
            Exhibits





3.1
                (1)
            Certificate
                of Incorporation of Silver King Resources (Delaware), Inc., filed
                on April
                13, 19993.2
                (2)
            Certificate
                of Merger of Silver King Resources, Inc. into Silver King Resources
                (Delaware), Inc.3.3
                (3)
            Certificate
                of Amendment of Certificate of Incorporation dated July 17, 2002,
                changing
                name to eNexi Holdings, Inc.3.4
                (4)
            Certificate
                of Amendment of Certificate of Incorporation dated November 5, 2002,
                changing name to Trinity3 Corporation3.5
                (5)
            Certificate
                of Amendment of Certificate of Incorporation dated February 20, 2003,
                increasing the authorized common stock3.6
                (6)
            Bylaws
                of Silver King Resources (Delaware), Inc.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 Exhibit 2.1 to our Form 10-SB filed with the Commission
                on July 8, 1999.





(2)
            Incorporated
                by reference from Exhibit 2.2 to 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 Exhibit 3.5 to our Annual Report on Form 10-KSB
                filed
                with the Commission on April 15,
                2003.





(5)
            Incorporated
                by reference from Exhibit 3.5 to our Annual Report on Form 10-KSB
                filed
                with the Commission on April 14,
                2004.





24


(6)
            Incorporated
                by reference from Exhibit 2.3 to our Form 10-SB filed with the Commission
                on July 8, 1999.





(b)
            Reports
                on Form 8-K





On
      April
      4, 2005, we filed a Current Report on Form 8-K to disclose that we received
      a
      notice of default under the 10% Convertible Debenture issued on February 9,
      2004, to Bumper Fund, L.P. in the principal amount of $250,000 (the
      "Debenture"). The Registrant and Bumper Fund agreed that Bumper Fund would
      have
      the right to convert the outstanding balance under the Debenture into the
      Registrant's 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 .





25


**SIGNATURES**





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








Dated:June
                20, 2005
            
            /s/
                Steven D. HargreavesBy:Steven
                D. HargreavesIts:President
                and Chief Financial OfficerDated:June
                20, 2005
            
            /s/
                Shannon T. SquyresBy:Shannon
                T. SquyresIts:Chief
                Executive Officer and Secretary







26