**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 September 30, 2005**





o
            TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934





For
      the
      transition period from _______________ to _______________.





**Commission
      file number: 000-26651**





**Trinity3
      Corporation**


(Exact
      name of registrant as specified in its charter)








**Delaware**
              (State
                or other jurisdiction of
              incorporation
                or organization)
            **65-0884085**
              (I.R.S.
                Employer
              Identification
                No.)**20261
                Acacia Street, Suite 200**
              **Newport
                Beach, California**
              (Address
                of principal executive offices)
            **92660**
              (Zip
                Code)





**Registrant's
      telephone number, including area code (949) 660-1212**





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
      for
      such shorter period that the registrant was required to file such reports),
      and
      (2) has been subject to such filing requirements for the past 90 days. Yes
o No
x





**Applicable
      only to issuers involved in bankruptcy proceedings during the preceding five
      years**





Check
      whether the registrant filed all documents and reports required to be filed
      by
      Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
      under a plan confirmed by a court. Yes
o
      No o





**Applicable
      only to corporate issuers**





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practical date. As of September 30, 2005 there were 13,043,773
      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 Operation
            16ITEM
                3
            Controls
                and Procedures
            24PART
                IIITEM
                1
            Legal
                Proceedings
            25ITEM
                2
            Changes
                in Securities and Use of Proceeds
            25ITEM
                3
            Defaults
                Upon Senior Securities
            25ITEM
                4
            Submission
                of Matters to a Vote of Security Holders
            25ITEM
                5
            Other
                Information
            25ITEM
                6
            Exhibits
                and Reports on Form 8-K
            26








2





**PART
      I**





This
      Quarterly Report contains forward-looking statements. Such forward-looking
      statements include statements regarding, among other things, (a) our projected
      sales and profitability, (b) our growth strategies, (c) anticipated trends
      in
      our industry, (d) our future financing plans, and (e) our anticipated needs
      for
      working capital. Forward-looking statements, which involve assumptions and
      describe our future plans, strategies, and expectations, are generally
      identifiable by use of the words "may,"  "will,"  "should," 
      "expect,"  "anticipate,"  "estimate,"  "believe," 
      "intend,"
      or "project" or the negative of these words or other variations on these words
      or comparable terminology. This information may involve known and unknown risks,
      uncertainties, and other factors that may cause our actual results, performance,
      or achievements to be materially different from the future results, performance,
      or achievements expressed or implied by any forward-looking statements. Actual
      events or results may differ materially from those discussed in forward-looking
      statements as a result of various factors. There can be no assurance that the
      forward-looking statements contained in this filing will in fact occur. In
      fact,
      the Company's future results and shareholder values may differ materially from
      those expressed in these forward-looking statements. You are cautioned not
      to
      put undue reliance on any forward-looking statements.




Each
      forward-looking statement should be read in context with, and with an
      understanding of, the various other disclosures concerning our Company and
      our
      business made elsewhere in this Quarterly Report as well as other pubic reports
      which may be filed with the United States Securities and Exchange Commission
      (the "SEC"). You should not place undue reliance on any forward-looking
      statement as a prediction of actual results or developments. We are not
      obligated to update or revise any forward-looking statement contained in this
      Quarterly Report to reflect new events or circumstances, unless and to the
      extent required by applicable law.




**ITEM
      1** **Financial
      Statements**





**Index
      to Financial Statements**





Consolidated
                Balance Sheet as of September 30, 2005 and December
                31, 2004
                (unaudited)
            4Consolidated
                Statements of Income for the nine months ended September 30, 2005 and
                2004 (unaudited)
            5Consolidated
                Statements of Changes in Stockholders' Equity (deficit) for the period
                December 31, 2002through September 30, 2005
                (unaudited)
            6Consolidated
                Statements of Cash Flows for the nine months ended September 30, 2005
                and 2004 (unaudited)
            7-8Notes
                to consolidated financial statements (unaudited)
            9-15





3





**Trinity3
      Corporation and Subsidiaries**


**CONSOLIDATED
      BALANCE SHEETS**


**(UNAUDITED)**





**ASSETS**


**September
                  30, 2005**
              
              **December
                  31, 2004**Current
                assets:Cash
              
              $
              10,226
              
              $
              1,875Accounts
                  receivable (net of allowance for doubtful accounts of $28,246 and$48,728
                  at September 30, 2005 and December 31, 2004, respectively)
              
              
              372,322
              
              
              184,476Inventory
              
              
              103,850
              
              
              55,403Total
                  current assets
              
              
              486,398
              
              
              241,754Property,
                  plant and equipment (Note 2)
              
              
              248,287
              
              
              190,574Less:
                  accumulated depreciation
              
              
              (75,450
              )
              
              (38,433
              )172,837
              
              
              152,141Goodwill
                  (Note 2)
              
              
              5,050
              
              
              5,050Total
                  assets
              
              $
              664,285
              
              $
              398,945




**LIABILITIES
      AND STOCKHOLDERS’ EQUITY**


Current
                liabilities:Accounts
                payable
            
            $
            388,048
            
            $
            301,364Accrued
                expenses
            
            
            32,607
            
            
            24,438Note
                payable - related party (Note 3)
            
            
            165,634
            
            
            93,582Income
                tax payable
            
            
            2,400
            
            
            1,600Current
                Portion - capital leases (Note 4)
            
            
            22,771
            
            
            -Bank
                loan (Note 5)
            
            
            90,000
            
            
            -Convertible
                debentures - (Note 6)
            
            
            243,000
            
            
            300,000Total
                current liabilities
            
            
            944,460
            
            
            720,984Long-term
                portion - capital leases (Note 4)
            
            
            24,668
            
            
            -Total
                liabilities
            
            
            969,128
            
            
            720,984Stockholders’
              equity: (Note 6)Common
                Stock:$0.0001
                par value, 2,000,000,000 shares authorized, 13,043,773 and 11,441,773
                shares issued and outstanding at September 30, 2005 and December
                31, 2004,
                respectively.
            
            
            1,304
            
            
            1,144Additional
                paid-in capital
            
            
            233,496
            
            
            99,456Common
                Stock Subscribed, 650,000 shares
            
            
            6,500
            
            
            6,500Accumulated
                deficit
            
            
            (546,143
            )
            
            (429,139
            )Total
                stockholders’ equity (deficit)
            
            
            (304,843
            )
            
            (322,039
            )Total
                liabilities and stockholders’ equity
            
            $
            664,285
            
            $
            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**
                **September
                  30**
              
              
              **Nine
                  months ended**
                **September
                  30****2005**
              
              
              **2004**
              
              
              **2005**
              
              
              **2004**Net
                  Revenues
              
              $
              331,925
              
              $
              317,680
              
              $
              839,790
              
              $
              884,585Cost
                  of net revenues
              
              
              115,449
              
              
              127,020
              
              
              283,092
              
              
              415,375Depreciation
              
              
              14,263
              
              
              10,493
              
              
              37,017
              
              
              27,785Gross
                  profit
              
              
              202,213
              
              
              180,167
              
              
              519,681
              
              
              441,425Operating
                  expenses:General
                  and administrative
              
              
              206,880
              
              
              189,442
              
              
              612,396
              
              
              532,891Income
                  (loss) from operations beforeinterest
                  and provision for income taxes
              
              
              (4,667
              )
              
              (9,275
              )
              
              (92,715
              )
              
              (91,466
              )Interest
                  expense
              
              
              7,610
              
              
              7,559
              
              
              23,489
              
              
              16,852Loss
                  before provision for income taxes
              
              
              (12,277
              )
              
              (16,834
              )
              
              (116,204
              )
              
              (108,318
              )Provision
                  for taxes
              
              
              -
              
              
              -
              
              
              800
              
              
              1,600Net
                  loss
              
              $
              (12,277
              )
              $
              (16,834
              )
              $
              (117,004
              )
              $
              (109,918
              )Loss
                  per share - basic and diluted
              
              $
              (.00
              )
              $
              (.00
              )
              $
              (.01
              )
              $
              (.01
              )Weighted
                  average number of common shares outstanding - basic and
                  diluted
              
              
              11,807,447
              
              
              11,411,773
              
              
              11,565,457
              
              
              11,155,674





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




5





**Trinity3
      Corporation and Subsidiaries**


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


**(UNAUDITED)**


**Common
                    Stock****Number**
                  **of**
                  **Shares**
                
                **Amount**
                
                **Additional**
                  **Paid-in**
                  **Capital**
                
                **Common**
                  **Stock**
                  **Subscribed,**
                  **Not
                    Issued**
                
                **Accumulated**
                  **Deficit**
                
                **Total**
                  **Stockholders’**
                  **Equity**Balance
                    at December 31, 2002
                
                
                9,781,773
                
                $
                978
                
                $
                8,022
                
                $
                -
                
                $
                (100,595
                )
                $
                (91,595
                )Shares
                    issued for cash
                
                
                100,000
                
                
                10
                
                
                49,990
                
                
                -
                
                
                -
                
                
                50,000Shares
                    issued for services
                
                
                340,000
                
                
                34
                
                
                3,366
                
                
                -
                
                
                -
                
                
                3,400Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (138,476
                )
                
                (138,476
                )Balance
                    at December 31, 2003
                
                
                10,221,773
                
                
                1,022
                
                
                61,378
                
                
                -
                
                
                (239,071
                )
                
                (176,671
                )Shares
                    issued for acquisition
                
                
                480,000
                
                
                48
                
                
                6,252
                
                
                -
                
                
                -
                
                
                6,300Shares
                    issued for cash:private
                    placement of stock
                
                
                50,000
                
                
                5
                
                
                24,995
                
                
                -
                
                
                -
                
                
                25,000warrant
                    exercise under debentures
                
                
                240,000
                
                
                24
                
                
                2,376
                
                
                -
                
                
                -
                
                
                2,400Shares
                    issued for services
                
                
                550,000
                
                
                55
                
                
                5,445
                
                
                -
                
                
                -
                
                
                5,500Shares
                    subscribed, not issued,
                  650,000shares
                
                
                -
                
                
                -
                
                
                -
                
                
                6,500
                
                
                -
                
                
                6,500Shares
                    cancelled
                
                
                (100,000
                )
                
                (10
                )
                
                (990
                )
                
                -
                
                
                -
                
                
                (1,000
                )Net
                    loss
                
                
                -
                
                
                -
                
                
                
                
                
                -
                
                
                (190,068
                )
                
                (190,068
                )Balance
                    at December 31, 2004
                
                
                11,441,773
                
                
                1,144
                
                
                99,456
                
                
                6,500
                
                $
                (429,139
                )
                $
                (322,039
                )Shares
                    issued to extinguish accounts and loans payable (Note 6)
                
                
                1,077,000
                
                
                108
                
                
                107,592
                
                
                -
                
                
                -
                
                
                107,700Shares
                    issued under warrant exercise
                  (Note
                    6)
                
                
                525,000
                
                
                52
                
                
                26,448
                
                
                -
                
                
                -
                
                
                26,500Net
                    loss
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                (117,004
                )
                
                (117,004
                )Balance
                    at September 30, 2005
                
                
                13,043,773
                
                $
                1,304
                
                $
                233,496
                
                $
                6,500
                
                $
                (546,143
                )
                $
                (304,843
                )





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




6





**Trinity3
      Corporation and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**


**Nine
                  months ended**
                **September
                  30****2005**
              
              
              **2004**Cash
                  flows from operating activities:Net
                  loss
              
              $
              (117,004
              )
              $
              (109,918
              )Adjustments
                  to reconcile net loss to net cash used by operating
                  activities:Depreciation
              
              
              37,017
              
              
              27,785Shares
                  issued for services
              
              
              -
              
              
              5,500Shares
                  subscribed for services
              
              
              -
              
              
              6,500Shares
                  cancelled, previously issued for services
              
              
              -
              
              
              (1,000
              )Changes
                  in current assets and current liabilities:(Increase)
                  decrease accounts receivable, net
              
              
              (187,846
              )
              
              (26,597
              )(Increase)
                  decrease inventory
              
              
              (48,447
              )
              
              (25,956
              )Increase
                  (decrease) accounts payable
              
              
              131,884
              
              
              57,830Increase
                  (decrease) accrued expenses
              
              
              8,169
              
              
              (228
              )Increase
                  (decrease) taxes payable
              
              
              800
              
              
              800Net
                  cash (used) by operating activities
              
              
              (175,427
              )
              
              (65,284
              )Cash
                  flows from investing activities:Purchases
                  of new equipment
              
              
              (10,274
              )
              
              (10,892
              )Acquisition
                  of net assets, less cash balance
              
              
              -
              
              
              (241,154
              )Net
                  cash (used) by investing activities
              
              
              (10,274
              )
              
              (252,046
              )Cash
                  flows from financing activities:Proceeds
                  from note payable - related party
              
              
              134,552
              
              
              12,920Proceeds
                  from bank loan
              
              
              90,000
              
              
              -Issuance
                  of common stock:For
                  cash
              
              
              -
              
              
              25,000Warrants
                  exercised for cash
              
              
              26,500
              
              
              2,400Retirement
                  of debentures
              
              
              (255,000
              )
              
              -Issuance
                  of debentures
              
              
              198,000
              
              
              300,000Net
                  cash provided by financing activities
              
              
              194,052
              
              
              340,230Net
                  increase in cash
              
              
              8,351
              
              
              22,990Cash,
                  beginning of period
              
              
              1,875
              
              
              39Cash,
                  end of period
              
              $
              10,226
              
              $
              23,029




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


7





**Trinity3
      Corporation and Subsidiaries**


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


**(UNAUDITED)**




**Nine
                      months ended**
                    **September
                      30**2005
                  
                  2004*Supplemental
                      disclosure of cash flow information:*Cash
                      paid for interest expense
                  
                  $
                  32,334
                  
                  $
                  -*Supplemental
                      disclosures of non-cash operating, investing, and financing
                      activities:*Issuance
                      of common stock to extinguish accountsand
                      loans payable
                  
                  $
                  107,700
                  
                  $
                  -Equipment
                      acquired under capital lease
                  
                  $
                  57,713
                  
                  $
                  -Issuance
                      of common stock for acquisition
                  
                  $
                  -
                  
                  $
                  4,500Issuance
                      of note payable for acquisition
                  
                  $
                  -
                  
                  $
                  250,000Issuance
                      of common stock for services
                  
                  $
                  -
                  
                  $
                  2,500Common
                      stock subscribed for services
                  
                  $
                  -
                  
                  $
                  5,225





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


8





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**1.**
            **INTERIM
                FINANCIAL INFORMATION**





The
      financial statements of Trinity3 Corporation and Subsidiaries (the “Company”) as
      of September 30, 2005 and for the three and nine month periods ended September
      30, 2005 and 2004 and footnote information are unaudited. All adjustments
      (consisting only of normal recurring adjustments) have been made which, in
      the
      opinion of management, are necessary for a fair presentation. Results of
      operations for the nine months ended September 30, 2005 are not necessarily
      indicative of the results that may be expected for any future period. The
      balance sheet at December 31, 2004 was derived from the Company’s Annual Report
      on form 10-KSB.




Certain
      information and footnote disclosures, normally included in financial statements
      prepared in accordance with accounting principles generally accepted in the
      United States, have been omitted. These financial statements should be read
      in
      conjunction with the Company’s Annual Report on Form 10-KSB for the year ended
      December 31, 2004.




**2.**
            **SUMMARY
                OF SIGNIFICANT ACCOUNTING
                POLICIES**




**Principles
      of Consolidation**





The
      consolidated financial statements include the accounts of the Company and its
      wholly owned subsidiaries. Significant inter-company 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 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. 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**


**(UNAUDITED)**





**Revenue**





Revenue
      is 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 revenue and
      accounts receivable at their net realizable value. Inherent in these estimates
      is the risk that they will have to be revised or updated as additional
      information becomes available. Specifically, the complexity of many third-party
      billing arrangements and the uncertainty of reimbursement amounts for certain
      services from certain payors may result in adjustments to amounts originally
      recorded. Such adjustments are typically identified and recorded at the point
      of
      cash application, claim denial or account review.




Management
      performs periodic analyses to evaluate accounts receivable balances to ensure
      that recorded amounts reflect estimated net realizable value. Specifically,
      management considers historical realization data, accounts receivable aging
      trends, other operating trends, the extent of contracted business and business
      combinations. Also considered are relevant business conditions such as
      governmental and managed care payor claims processing procedures and system
      changes.




**Accounts
      Receivable**





Accounts
      receivable are reduced by an allowance for doubtful accounts which provides
      for
      those accounts from which payment is not expected to be received, although
      services were provided and revenue was earned. Upon determination that an
      account is uncollectible, it is written-off and charged to the
      allowance.




**Inventory**





Inventory,
      which consists only of finished goods, is stated at the lower of cost or market,
      with cost being determined by the first-in, first-out (FIFO)
      method.




**Property,
      Equipment and Depreciation**





Property
      and equipment is 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 nine months ended September 30, 2005 and year ended 2004 was
      $37,017 and $27,785, respectively. The following table summarizes total Property
      and Equipment:




**September
                30, 2005**
            
            **December
                31, 2004**Equipment
            
            $
            192,833
            
            $
            135,120Computers
                and Software
            
            
            55,454
            
            
            55,454Less:
                Accumulated Depreciation
            
            
            (
                75,450
            )
            
            (38,433
            )Net
            
            $
            172,837
            
            $
            152,141





10





**Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**Goodwill**





Goodwill
      arising from business combinations represents the excess of the purchase price
      over the estimated fair value of the net assets of the businesses acquired.
      In
      accordance with the provisions of SFAS No. 142, goodwill is not amortized but
      tested annually for impairment or more frequently if circumstances indicate
      the
      possibility of impairment. Management does not believe any impairment of its
      goodwill existed at September 30, 2005.




**Income
      Taxes**





Deferred
      income taxes are reported using the liability method. Deferred tax assets are
      recognized for deductible temporary differences and deferred tax liabilities
      are
      recognized for taxable temporary differences. Temporary differences are the
      differences between the reported amounts of assets and liabilities and their
      tax
      bases. Deferred tax assets are reduced by a valuation allowance when, in the
      opinion of management, it is more likely than not that some portion or all
      of
      the deferred tax assets will not be realized. Deferred tax assets and
      liabilities are adjusted for the effects of changes in tax laws and rates on
      the
      date of enactment.




**Net
      Loss Per Share**





In
      February 1997, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      128 “Earnings Per Share” which requires the Company to present basic and diluted
      earnings per share, for all periods presented. The computation of loss per
      common share (basic and diluted) is based on the weighted average number of
      shares actually outstanding during the period. The Company has common stock
      equivalents, which have not been included in the net loss per share calculation
      since their effect would be anti-dilutive.




**3.**
            **RELATED
                PARTY TRANSACTIONS**





**Notes
      Payable - Related Parties**





Throughout
      2005 and 2004, the Company’s officers and directors made various loans to the
      Company. These loans are non interest bearing and are payable upon demand.
      The
      total amount of these loans at September 30, 2005 and December 31, 2004 was
      $165,634 and $93,582, respectively.





11





**Trinity3
        Corporation and Subsidiaries**
 **NOTES
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**


**4.**
            **LEASE
                COMMITMENTS**





**Operating
      Leases -**





The
      Company leases office space in Newport Beach, California pursuant to the terms
      of a one-year lease at $3,589 per month to house the corporate headquarters
      for
      its healthcare division. This lease expires March 31, 2006. The healthcare
      division entered into a 3-year lease expiring June 30, 2008 for its Livermore
      office effective July 1, 2005. This lease is $1,534 per month, plus prorated
      utilities, common area maintenance (CAM) and property taxes.




The
      Company also assumed various operating leases for equipment, telecommunications
      and various other office equipment commencing with the opening of the Livermore
      offices on June 1, 2005. These leases range from 30 to 48 months.




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




**For
                the year ended December 31,****2005**
            
            **2006**
            
            **2007**
            
            **2008**
            
            **2009**Minimum
                Lease Payments due
            
            $
            56,951
            
            $
            34,002
            
            $
            23,622
            
            $
            13,908
            
            $
            1,535





**Capitalized
      Leases -**





The
      Company has leases for certain equipment which is required to be accounted
      for
      as capital leases under FASB 13. The following is a schedule of leased property
      under capital lease by major class:





**September
                30, 2005**
            
            **December
                31, 2004**Equipment
            
            $
            57,713
            
            $
            -Less:
                Accumulated Depreciation
            
            
            (2,886
            )
            
            -Net
            
            $
            54,827
            
            $
            -





The
      following is a schedule of future minimum lease payments under capital leases
      with the present value of net minimum lease payments:




**September
                30, 2005**
            
            **December
                31, 2004**Total
                minimum lease payments
            
            $
            52,686
            
            $
            -Less:
                amount representing interest
            
            
            5,247
            
            
            -Present
                value of minimum lease payments
            
            
            47,439
            
            
            -Less:
                current maturities
            
            
            22,771
            
            
            -Obligations
                under capital leases,non-current
                maturities
            
            $
            24,668
            
            $
            -





Scheduled
      maturities of future minimum lease payments under capital leases are as follows:





**September
                30, 2005**
            
            **December
                31, 2004**2005
            
            $
            6,322
            
            $
            -2006
            
            
            25,289
            
            
            -2007
            
            
            21,075
            
            
            -2008
            
            
            -
            
            
            -Total
            
            $
            52,686
            
            $
            -




12





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**5.**
            **BANK
                LOAN**




During
      the nine months ended, September 30, 2005, the Company borrowed $90,000 from
      a
      bank under a line of credit facility to fund expansion working capital
      requirements. The terms are interest only payments, based on prime interest
      rate
      plus a margin of 300 basis points (3.0%). The current fully indexed interest
      rate is 10.25%. The loan maturity date is July 22, 2006. Interest expense for
      this bank loan for the nine months ending September 30, 2005 was
      $1,257.




**6.**
            **STOCK,
                DEBENTURE AND WARRANT
                TRANSACTIONS**





**Sale
      of Common Stock with Warrants**





During
      the nine months ended September 30, 2005, there were no sales of common stock
      with warrants.




**Sale
      of Convertible Debentures with Warrants**





Sale
      of
      Convertible Debentures with warrants was $198,000 and $300,000 for the nine
      months ended September 30, 2005 and year ended December 31, 2004, respectively.




During
      the second quarter ended June 30, 2005, the Company raised a total of $198,000
      from a private placement of Convertible Debentures with attached warrants.
      The
      Company issued $198,000, face value, 10% convertible debentures, plus attached
      warrants, to acquire 495,000 shares of Company stock at $.10 per share in
      exchange for $198,000. Maturities on the debentures range from 7 months to
      24
      months, with maturity dates ranging from January 31 2006 to May 31, 2007, and
      are convertible at the option of the holder into Company common stock at $.50
      per share. None of the attached warrants in this offering have been exercised
      as
      of September 30, 2005. The proceeds were used to retire $250,000 of maturing
      convertible debentures which were issued in 2004.




During
      the third quarter ended September 30, 2005, the Company retired a total of
      $5,000 of convertible debentures, for a total of $255,000 retirements, nine
      months ended September 30, 2005.




At
      September 30, 2005 and December 31, 2004, $243,000 and $300,000, of these
      Convertible Debentures were issued and outstanding, respectively. At September
      30, 2005 and December 31, 2004, 495,000 and -0- warrants to purchase Company
      stock under these Convertible Debentures were outstanding, respectively.





**Issuance
      of Common Stock for Services**





During
      the nine months ended September 30, 2005, there were no shares of common stock
      issued for services.




**Issuance
      of Common Stock under Warrant Exercise**





During
      the nine months ended September 30, 2005, the Company issued 525,000 shares
      of
      restricted common stock pursuant to warrant exercises. Total warrant exercise
      proceeds were $26,500.




These
      issuances during the third quarter ended September 30, 2005 consisted of the
      following: 225,000 warrants exercised by legal counsel for previously issued
      warrants with exercise prices between $.01 and $.06 per share; 300,000 warrants
      exercised by a director for previously issued warrants with an exercise price
      of
      $.06 per share.




13





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**Issuance
      of Common Stock under Conversion**





During
      the nine months ended September 30, 2005, the Company issued 1,077,000 shares
      of
      restricted common stock issued pursuant to the conversion of fees owed legal
      counsel and loans payable to a director of the Company. Net conversion price
      was
      $.10 per share, the fair market price on the date of conversion for a total
      value of $107,700.





These
      conversions during the third quarter ended September 30, 2005 consisted of
      the
      following: (1) $45,200 of fees owed legal counsel was converted into 452,000
      shares of restricted common stock. These shares have a buy back provision which
      allows the Company to purchase back the shares for $.10 per share anytime,
      on
      demand, for one year from the date of conversion; (2) $62,500 of loans payable
      to a director was converted into 625,000 shares of restricted common
      stock.





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





During
      the nine months ended September 30, 2005, warrants were issued to acquire a
      total of 25,000 shares of common stock for services rendered. These warrants
      were issued during the second quarter ended June 30, 2005, these warrants were
      issued to acquire 25,000 shares of the Company’s common stock exercisable at
      $.06 per share, the fair market value on the date of grant. These warrants
      were
      issued to the Company’s legal counsel for services rendered to the
      Company.




During
      the quarter ended September 30, 2005, there were no warrants issued on common
      stock for services.




**7.**
            **SUBSEQUENT
                EVENT - EMPLOYEE STOCK OPTON PLANS**





On
      October 21, 2005, the Company’s Board of Directors approved the Trinity3
      Corporation 2005 Omnibus Securities and Stock Option Plan. Under the 2005 Plan,
      4,000,000 shares of common stock have been authorized for issuance as Incentive
      Stock Options, qualifying for preferential tax treatment under Section 422(b)
      of
      the Internal Revenue Code, or Nonstatutory Stock Options to key employees,
      officers, directors or consultants. The terms of the 2005 Plan are substantially
      the same as the 2004 Plan, more fully described in the Company’s Annual Report
      on Form 10-KSB for the year ended December 31, 2004.




On
      October 21, 2005, all shares reserved under the 2005 Omnibus Securities and
      Stock Option Plan (“2005 ESOP”) were awarded and granted by the Company’s Board
      of Directors upon approval of the plan. Additionally, all shares reserved under
      the 2004 Omnibus Securities and Stock Option Plan (“2004 ESOP”) were awarded and
      granted by the Company’s Board of Directors.





14





**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**8.**
            **SEGMENT
                INFORMATION**





Trinity3
      currently is divided into three business segments: Healthcare, Consumer Products
      and East Asian Import Export. Consumer Products and East Asian Import Export
      segments are currently not reportable segments, as neither their operations,
      nor
      assets, meet the 10% threshold requirements of SFAS 131. East Asian Import
      Export is currently inactive. The Healthcare segment is anchored by Skyline
      Orthopedics, Inc. (“Skyline”) as described more fully in Note 4. The Healthcare
      segment is engaged in the marketing and distribution of durable medical
      equipment and billing systems, to hospitals, physician groups, and healthcare
      insurance providers in California and Nevada. The segment’s products include
      Continuous Passive Motion (CPM) equipment, and a wide variety of orthopedic
      soft
      goods, including braces and supports for arms, elbows, knees and legs. The
      following table breaks out reportable information for the Healthcare segment,
      for the three month and nine month periods ended September 30,
      2005:




***Healthcare
                  Segment Operations:***
              
              **Three
                  months ended****September
                  30**
              
              **Nine
                  months ended**
                **September
                  30****2005**
              
              **2004**
              
              **2005**
              
              **2004**Revenues
              
              $
              331,925
              
              
              317,680
              
              $
              839,790
              
              
              884,585Cost
                  of revenues
              
              
              115,449
              
              
              127,020
              
              
              283,092
              
              
              415,375Gross
                  profit
              
              
              216,476
              
              
              190,660
              
              
              556,698
              
              
              469,210Operating
                  expenses:General
                  and administrative
              
              
              204,037
              
              
              135,949
              
              
              520,202
              
              
              343,654Segment
                  operating earnings
              
              $
              12,439
              
              
              54,711
              
              $
              36,496
              
              
              125,556
  ***Healthcare
                    Segment Assets:***Total
                    assets
                
                $
                779.981
                
                
                621,198
                
                $
                779,981
                
                
                621,198





Segment
      Reporting does not include depreciation and income taxes attributable to the
      segment, nor does it include corporate general, administrative, and interest
      expense. The following table reconciles Segment Operating Earnings to
      Consolidated Earnings (Loss) for the three month and nine month periods ended
      September 30, 2005:




***Reconciliation
                  of Segment Operations to***
                ***Consolidated
                  Earnings (Loss):***
              
              **Three
                  months ended**
                **September
                  30**
              
              **Nine
                  months ended**
                **September
                  30****2005**
              
              **2004**
              
              **2005**
              
              **2004**Segment
                  operating earnings
              
              $
              12,439
              
              $
              54,711
              
              $
              36,496
              
              $
              125,556Segment
                  depreciation
              
              
              (14,263
              )
              
              (10,493
              )
              
              (37,017
              )
              
              (27,785
              )Income
                  taxes
              
              
              -
              
              
              -
              
              
              (800
              )
              
              (1,600
              )Corporate
                  general and administrative expenses
              
              
              (2,843
              )
              
              (53,493
              )
              
              (92,194
              )
              
              (189,237
              )Corporate
                  interest expense
              
              
              (7,610
              )
              
              (7,559
              )
              
              (23,489
              )
              
              (16,825
              )Consolidated
                  earnings (Loss)
              
              $
              (12,277
              )
              $
              (16,834
              )
              $
              (117,004
              )
              $
              (109,918
              )




15





**ITEM
      2 - Management’s Discussion and Analysis or Plan of
      Operation**





**Note
      Regarding Forward Looking Statements**





Our
      Management’s Discussion and Analysis contains not only statements that are
      historical facts, but also statements that are forward-looking. Forward-looking
      statements are, by their very nature, uncertain and risky. These risks and
      uncertainties include international, national and local general economic and
      market conditions; demographic changes; our ability to sustain, manage, or
      forecast growth; our ability to successfully make and integrate acquisitions;
      raw material costs and availability; new product development and introduction;
      existing government regulations and changes in, or the failure to comply with,
      government regulations; adverse publicity; competition; the loss of significant
      customers or suppliers; fluctuations and difficulty in forecasting operating
      results; changes in business strategy or development plans; business
      disruptions; the ability to attract and retain qualified personnel; the ability
      to protect technology; and other risks that might be detailed from time to
      time
      in our filings with the Securities and Exchange Commission.




Although
      the forward-looking statements in this Quarterly Report reflect the good faith
      judgment of our management, such statements can only be based on facts and
      factors currently known by them. Consequently, and because forward-looking
      statements are inherently subject to risks and uncertainties, the actual results
      and outcomes may differ materially from the results and outcomes discussed
      in
      the forward-looking statements. You are urged to carefully review and consider
      the various disclosures made by us in this report and in our other reports
      as we
      attempt to advise interested parties of the risks and factors that may affect
      our business, financial condition, and results of operations and
      prospects.




**Summary
      Overview**





We
      currently are divided into three business segments: Healthcare, Consumer
      Products and East Asian Import Export.




Our
      Healthcare division is anchored by our subsidiary, Skyline Orthopedics, Inc.,
      and its subsidiary, Core Management Services, Inc., both of which were acquired
      on February 11, 2004. Effective with the date of the acquisition, we merged
      all
      operations of Core into Skyline. Skyline is engaged in the marketing and
      distribution of durable medical equipment and billing systems to hospitals,
      physician groups, and healthcare insurance providers in California and Nevada.
      Skyline’s products include Continuous Passive Motion (CPM) equipment, and a wide
      variety of orthopedic soft goods, including braces and supports for arms,
      elbows, knees and legs. Additionally, Skyline provides services and support
      for
      the administration, maintenance, distribution, and receivable collection
      functions associated with practice groups utilizing durable medical equipment
      products, and offers custom tailored billing and collection services for
      practice groups providing different services. We plan on growing this division
      through internal growth of top line revenues and strategic acquisitions. The
      consolidated operations of Skyline are included in these financial statements,
      for all operations beginning February 12, 2004.




Our
      Consumer Products division is anchored by our subsidiary, Trinity3 Acceptance
      Corporation (“TAC”), which is a financing subsidiary set up to facilitate
      payments between Trinity3 Corporation, its customers and its suppliers. We
      are
      seeking opportunities in this area to provide shareholder value.




16


Our
      East
      Asian Import Export division is operated through our subsidiary, Caiban
      Holdings, Inc. (“Caiban”). As we realign the Company, we have decided to focus
      on opportunities outside of East Asian Import Export business, and as a result,
      will be selling or shutting down Caiban which has had no operations or sales
      since inception.




As
      a
      result of our growth plans, our biggest challenges will be threefold: managing
      our growth, generating positive cash flow, and integrating our acquisition
      of
      Skyline.




**Results
      of Operations**





Introduction







Our
      overall operations for the third quarter 2005 compared to 2004, net, are not
      significantly different, as the Company has finalized the assimilation of the
      Skyline acquisition and now is preparing for growth and expansion. However,
      on
      the positive side, as the Company repositions its products lines, gross profit
      operating margins have increased 520 basis points (5.2%) during the quarter
      from
      60% to 65.2%. On the negative side, post acquisition implemented cost savings
      were more than offset by revenue expansion effort costs including start up
      and
      increased operating and marketing costs associated with the continued expansion
      and operations of a new office opened in Livermore, California during the third
      quarter. Overall, third quarter 2005 results of operations for the three months
      ended September 30, 2005 generated a loss of ($12,277) compared to a loss of
      ($16,834) for the same period in 2004.




Our
      third
      quarter 2005 consolidated revenues for the three months ended September 30,
      2005
      were $331,925 compared to $317,680 for the same period in 2004. This net
      increase in revenues is due to the reduction of unprofitable and lower gross
      margin product lines and services combined with the increase of sales of more
      profitable product lines.




Our
      third
      quarter 2005 consolidated operating expenses for the three months ended
      September 30, 2005, including general and administrative expense items, were
      $206,880 compared to $189,442 for the same period in 2004. This net increase
      is
      due to the expansion efforts including costs associated with the continued
      expansion of the Livermore, California office.




Our
      third
      quarter 2005 corporate expenses for the three months ended September 30, 2005,
      including general, administrative, and net interest expense items, totaled
      $10,843, compared to $61,052 for the same period in 2004. This significant,
      83%,
      reduction is due to implemented cost savings and efficiencies, including
      consolidation of two office locations in Southern California into one
      location.




Although
      the Company incurred a consolidated third quarter loss of ($12,277), the
      Healthcare segment contributed operating earnings of $12,439 and $36,496,
      respectively, for the three and nine month periods ended September 30,
      2005.





17





**Three
      months ended September 30, 2005 compared to three months ended September 30,
      2004 (unaudited)**





Revenues,
      Expenses and Loss from Consolidated Operations




Our
      revenues, cost of revenues, general and administrative expenses, and loss from
      consolidated operations for the three months ended September 30, 2005 and 2004,
      respectively, are as follows:




**Three
                  months ended**
                **September
                  30**2005
              
              
              *%
                  of Net*
                *Revenue*
              
              
              2004
              
              
              *%
                  of**Net*
                *Revenue*
              
              
              *Percent*
                *Change*Revenue
              
              $
              331,925
              
              
              *100.0*
              
              $
              317,680
              
              
              *100.0*
              
              
              *4.5*Cost
                  of Revenues
              
              
              115,449
              
              
              *34.8*
              
              
              127,020
              
              
              *40.0*
              
              
              *(9.1*
              *)*Gross
                  Profit
              
              
              216,476
              
              
              *65.2*
              
              
              190,660
              
              
              *60.0*
              
              
              *13.5*General
                  & Administrative Expenses
              
              
              206,880
              
              
              *62.3*
              
              
              189,442
              
              
              *59.6*
              
              
              *9.2*Interest,
                  Depreciation and Taxes
              
              
              21,873
              
              
              *6.6*
              
              
              18,052
              
              
              *5.7*
              
              
              *21.2*Net
                  Loss
              
              $
              (12,277
              )
              
              *(3.7*
              *)*
              $
              (16,834
              )
              
              *(5.3*
              *)*
              **
              *(27.1*
              *)*





Revenues





Revenues
      for the three months ended September 30, 2005 were $331,925 compared to $317,680
      for the same period in 2004, an increase of 4.5%. This increase is due to the
      elimination of unprofitable and lower gross margin product lines and services
      combined with the increase of sales of more profitable product
      lines.




Cost
      of Revenues





Cost
      of
      revenues was $115,449 for the three months ended September 30, 2005 compared
      to
      $127,020 for the same period in 2004, a decrease of 9.1%. This decrease is
      due
      to the reduction of unprofitable and lower gross margin product lines and
      services combined with the increase of sales of more profitable product
      lines.




Operating,
      General and Administrative Expenses





General
      and administrative expenses were $206,880 for the three months ended September
      30, 2005 as compared to $189,442 for the same period in 2004, an increase of
      9.2%. This increase is due to expansion efforts, including costs associated
      with
      the opening and operating of a new office in Livermore, California.




Net
      Loss





The
      Company experienced a consolidated net loss of ($12,277) for the three months
      ended September 30, 2005 compared to a net loss of ($16,834) for the same period
      in 2004, a decrease of 27.1%. Contributing to this decrease in net loss was
      a
      favorable change in product mix, in addition to a reduction in corporate
      overhead expenses.





18





**Nine
      months ended September 30, 2005 compared to nine months ended September 30,
      2004
      (unaudited)**





Revenues,
      Expenses and Loss from Operations







Our
      revenues, cost of goods sold, general and administrative expenses, and loss
      from
      operations for the nine months ended September 30, 2005 and 2004, respectively,
      are as follows:




**Nine
                  months ended**
                **September
                  30**2005
              
              
              *%
                  of**Net*
                *Revenue*
              
              
              2004
              
              
              *%
                  of Net*
                *Revenue*
              
              
              *Percent*
                *Change*Revenue
              
              $
              839,790
              
              
              *100.0*
              
              $
              884,585
              
              
              *100.0*
              
              
              *(5.1*
              *)*Cost
                  of Revenues
              
              
              283,092
              
              
              *33.7*
              
              
              415,375
              
              
              *47.0*
              
              
              *(31.8*
              *)*Gross
                  Profit
              
              
              556,698
              
              
              *66.3*
              
              
              469,210
              
              
              *53.0*
              
              
              *18.6*General
                  & Administrative Expenses
              
              
              612,396
              
              
              *72.9*
              
              
              532,891
              
              
              *60.2*
              
              
              *14.9*Interest,
                  Depreciation and Taxes
              
              
              61,306
              
              
              *7.3*
              
              
              46,237
              
              
              *5.2*
              
              
              *32.6*Net
                  Loss
              
              $
              (117,004
              )
              
              *(13.9*
              *)*
              $
              (109,918
              )
              
              *(12.4*
              *)*
              
              *6.4*





Revenues





Revenues
      for the nine months ended September 30, 2005 were $839,790 compared to $884,585
      for the same period in 2004, a decrease of 5.1%. This decrease is due to the
      offset of reduced sales of less profitable and lower gross margin product lines
      against the addition of newer and more profitable product lines.




Cost
      of Revenues





Cost
      of
      revenues was $283,092 for the nine months ended September 30, 2005 compared
      to
      $415,375 for the same period in 2004, a decrease of 31.8%. This decrease is
      due
      to the reduction of unprofitable and lower gross margin product lines and
      services combined with the increase of sales of more profitable product lines.




Operating,
      General and Administrative Expenses





General
      and administrative expenses were $612,396 for the nine months ended September
      30, 2005 as compared to $532,891 for the same period in 2004, an increase of
      14.9%. This increase is due to expansion efforts, including costs associated
      with the opening and operating of a new office in Livermore,
      California.




Net
      Loss





The
      Company experienced a consolidated net loss of ($117,004) for the nine months
      ended September 30, 2005 compared to a net loss of ($109,918) for the same
      period in 2004, an increase of 6.4%. Contributing to this increase in net loss
      was expansion efforts, including costs associated with the opening and operating
      of a new office in Livermore, California.





19





**Segment
      Reporting**





Trinity3
      currently is divided into three business segments: Healthcare, Consumer Products
      and East Asian Import Export. Consumer Products and East Asian Import Export
      segments are currently not reportable segments, as neither their operations,
      nor
      assets, meet the 10% threshold requirements of SFAS 131. East Asian Import
      Export is currently inactive. The Healthcare segment, anchored by Skyline
      Orthopedics, Inc., is engaged in the marketing and distribution of durable
      medical equipment and billing systems, to hospitals, physician groups, and
      healthcare insurance providers in California and Nevada. The segment’s products
      include Continuous Passive Motion (CPM) equipment, and a wide variety of
      orthopedic soft goods, including braces and supports for arms, elbows, knees
      and
      legs. The following table breaks out reportable information for the Healthcare
      segment, for the three and nine month periods ended September 30, 2005:




***Healthcare
                    Segment Operations:***
                
                **Three
                    months ended**
                  **September
                    30**
                
                **Nine
                    months ended**
                  **September
                    30****2005**
                
                ***%
                    of Net***
                  ***Revenue***
                
                **2004**
                
                **2005**
                
                ***%
                    of Net***
                  ***Revenue***
                
                **2004**Revenues
                
                $
                331,925
                
                
                *100.0*
                
                $
                317,680
                
                $
                839,790
                
                
                *100.0*
                
                $
                884,585Cost
                    of revenues
                
                
                115,449
                
                
                *34.8*
                
                
                127,020
                
                
                283,092
                
                
                *33.7*
                
                
                415,375Gross
                    profit
                
                
                216,476
                
                
                *65.2*
                
                
                190,660
                
                
                556,698
                
                
                *66.3*
                
                
                469,210Operating
                    expenses:General
                    and administrative
                
                
                204,037
                
                
                *61.5*
                
                
                135,949
                
                
                520,202
                
                
                *61.9*
                
                
                343,654Segment
                    operating earnings
                
                $
                12,439
                
                
                *3.7*
                
                $
                54,711
                
                $
                36,496
                
                
                *4.3*
                
                $
                125,556
  ***Healthcare
                      Segment Assets:***Total
                      assets
                  
                  $
                  779,981
                  
                  
                  *-*
                  
                  $
                  621,198
                  
                  $
                  779,981
                  
                  
                  *-*
                  
                  $
                  621,198





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 nine month periods ended
      September 30, 2005:


***Reconciliation
                  of Segment Operations to***
                ***Consolidated
                  Earnings (Loss):***
              
              **Three
                  months ended**
                **September
                  30**
              
              **Nine
                  months ended**
                **September
                  30****2005**
              
              **2004**
              
              **2005**
              
              **2004**Segment
                  operating earnings
              
              $
              12,439
              
              
              54,711
              
              
              36,496
              
              
              125,556Segment
                  depreciation
              
              
              (14,263
              )
              
              (10,493
              )
              
              (37,017
              )
              
              (27,785
              )Income
                  taxes
              
              
              -
              
              
              -
              
              
              (800
              )
              
              (1,600
              )Corporate
                  general and administrative expenses
              
              
              (2,843
              )
              
              (53,493
              )
              
              (92,194
              )
              
              (189,237
              )Corporate
                  interest expense
              
              
              (7,610
              )
              
              (7,559
              )
              
              (23,489
              )
              
              (16,852
              )Consolidated
                  earnings (Loss)
              
              $
              (12,277
              )
              $
              (16,834
              )
              $
              (117,004
              )
              $
              (109,918
              )




20





**Liquidity
      and Capital Resources**





Introduction





During
      the nine months ended September 30, 2005, the Company generated negative
      operating cash flow. Cash totaled $10,226 and $1,875 at September 30, 2005
      and
      December 31, 2004, respectively.




Cash,
      current assets, total assets, current liabilities, and total liabilities as
      of
      September 30, 2005 and December 31, 2004, respectively, are as
      follows:


*Percentage*
                *Change***September
                  30, 2005**
              
              
              **December
                  31, 2004**Cash
              
              $
              10,226
              
              $
              1,875
              
              
              *445*
              *%*Total
                  Current Assets
              
              
              486,398
              
              
              241,754
              
              
              *101*
              *%*Total
                  Assets
              
              
              664,285
              
              
              398,945
              
              
              *67*
              *%*Total
                  Current Liabilities
              
              
              944,460
              
              
              720,984
              
              
              *31*
              *%*Total
                  Liabilities
              
              $
              969,128
              
              $
              720,984
              
              
              *34*
              *%*





Cash
      Requirements





The
      Company believes that it has and will have sufficient cash flow to continue
      its
      operations for the next twelve months. Our working capital and other capital
      requirements during this fiscal year and thereafter will vary based on a number
      of factors, including potential revenues generated by our subsidiaries.
      Additionally, we may look to public and private sources of financing. There
      can
      be no assurance, however, that we can obtain sufficient capital on acceptable
      terms, if at all. Under such conditions, failure to obtain such capital likely
      would affect adversely our ability to continue as a going concern, or at a
      minimum negatively impact our ability to timely meet our business objectives.




Sources
      and Uses of Cash





*Operations*





Net
      cash
      used by operations was ($220,627) and ($65,284) for the nine months ended
      September 30, 2005 and 2004, respectively.




Negative
      operating cash flows for the nine months ended September 30, 2005 and 2004
      were
      created primarily by corporate fixed and overhead expenses.




*Investing*





Net
      cash
      used by investing activities was ($57,713) and ($252,046) for the nine months
      ended September 30, 2005 and 2004, respectively.




Investing
      activities for the nine months ended September 30, 2005 consisted of $57,713
      in
      new equipment acquisitions under capital leases.





21




Investing
      activities for nine months ended September 30, 2004 consisted of (1) the
      acquisition of net assets in the Skyline acquisition: $250,000 cash down
      payment, less $8,846 cash acquired; and (2) $10,892 in net purchases of new
      equipment.




*Financing*





Net
      cash
      provided by financing activities was $286,691 and $340,320, for the nine months
      ended September 30, 2005 and 2004, respectively.




Financing
      activities for the nine months ended September 30, 2005 included loans to the
      Company from officers, netting $72,052; bank loan proceeds, netting $90,000;
      capital lease financing of $47,439; extinguishment of accounts and loans payable
      of $107,700; warrants exercise, netting proceeds of $26,500; retirement of
      debentures, using net $255,000; and issuance of new debentures, netting proceeds
      of $198,000.




Financing
      activities for the nine months ended September 30, 2004 included loans to the
      Company from officers and directors, netting $12,920; sale of Company stock
      for
      cash, netting $25,000; warrant exercise, netting $2,400; and issuance of
      debentures, netting $300,000. Additionally, the Company issued a note payable
      in
      the Skyline acquisition for $250,000.




**Debt
      Instruments, Guarantees, and Related Covenants**





The
      Company had $243,000 and $300,000, of convertible debt instruments outstanding
      as of September 30, 2005 and December 31, 2004, respectively. Additionally,
      the
      Company had $90,000 and $-0- of bank debt outstanding at September 30, 2005
      and
      December 31, 2004, respectively.




During
      the nine months ended, September 30, 2005, the Company issued, in a private
      placement, $198,000, face value, of 10% convertible debentures, plus attached
      warrants to acquire 495,000 shares of Company stock at $.10 per share in
      exchange for $198,000. Maturities on the debentures range from 7 months to
      24
      months, with maturity dates ranging from January 31, 2006 to May 31, 2007,
      and
      are convertible at the option of the holder into Company common stock at $.50
      per share. The
      proceeds were used to retire $250,000 of maturing convertible debentures which
      were issued in 2004.




During
      the third quarter ended September 30, 2005, the Company retired an additional
      $5,000 of convertible debentures, for a total of $255,000 retirements, nine
      months ended September 30, 2005.




During
      the nine months ended, September 30, 2005, the Company was issued a bank loan,
      $90,000 principle to fund working capital requirements. The terms are interest
      only payments, based on prime interest rate plus a margin of 300 basis points
      (3.0%). The current fully indexed interest rate is 10.25%. The loan maturity
      date is July 22, 2006.




Interest
      expense of $23,489 and $16,852 for the nine month periods ended September 30,
      2005 and 2004, respectively, is entirely attributable to these debt
      instruments.





22





**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
      September 30, 2005 and 2004, there were no off balance sheet arrangements,
      contracts or items to record.







23





**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.







24





**PART
      II**





**ITEM
      1** **Legal
      Proceedings**





We
      are
      not a party to any pending material legal proceedings and are not aware of
      any
      threatened or contemplated proceeding by any governmental authority against
      our
      Company.




**ITEM
      2** **Changes
      in Securities and Use of Proceeds**





We
      have
      sold or issued the following securities not registered under the Securities
      Act
      by reason of the exemption afforded under Section 4(2) of the Securities Act
      of
      1933, during the three year period ending on the date of filing of this
      registration statement. Except as stated below, no underwriting discounts or
      commissions were payable with respect to any of the following transactions.
      The
      offer and sale of the following securities was exempt from the registration
      requirements of the Securities Act under Rule 506 insofar as
      (1) except as stated below, each of the investors was accredited within
      the
      meaning of Rule 501(a); (2) the transfer of the securities were restricted
      by the Company in accordance with Rule 502(d); (3) there were no more
      than 35 non-accredited investors in any transaction within the meaning
      of
      Rule 506(b), after taking into consideration all prior investors under
      Section 4(2) of the Securities Act within the twelve months preceding
      the
      transaction; and (4) none of the offers and sales were effected through any
      general solicitation or general advertising within the meaning of Rule
      502(c).





On
      September 9, 2005, the Company issued 452,000 shares of the Company's restricted
      common stock to its legal counsel pursuant to the conversion of legal fees
      owed
      in the amount of $45,200, at a conversion price of $0.10 per share.




On
      September 9, 2005, the Company issued 625,000 shares of restricted common stock
      to a director of the Company, pursuant to the holders conversion of a promissory
      note in the amount of $62,500, at a conversion price of $0.10 per
      share.




On
      September 9, 2005, 2005, the Company issued 225,000 shares of restricted common
      stock to its legal counsel, in connection with the holders exercise of warrants
      with exercise prices ranging from $.01 to $.06 per share.




On
      September 9, 2005, 2005, the Company issued 300,000 shares of restricted common
      stock to a director of the Company, in connection with the holders exercise
      of a
      warrant issued with an exercise price of $.06 per share pursuant to a consulting
      contract for services rendered to the Company.




**ITEM
      3** **Defaults
      Upon Senior Securities**





There
      have been no events that are required to be reported under this
      Item.




**ITEM
      4** **Submission
      of Matters to a Vote of Security Holders**





There
      have been no events that are required to be reported under this
      Item.




**ITEM
      5** **Other
      Information**





None.





25





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





(a)
            Exhibits





2.1
            Reorganization
                and Stock Purchase Agreement dated February 4, 2004.(7)3.1
            Certificate
                of Incorporation of Silver King Resources (Delaware), Inc., filed
                on April
                13, 1999.(1)3.2
            Certificate
                of Merger of Silver King Resources, Inc. into Silver King Resources
                (Delaware), Inc.(2)3.3
            Certificate
                of Amendment of Certificate of Incorporation dated July 17, 2002,
                changing
                name to eNexi Holdings, Inc.(3)3.4
            Certificate
                of Amendment of Certificate of Incorporation dated November 5, 2002,
                changing name to Trinity3 Corporation.(4)3.5
            Certificate
                of Amendment of Certificate of Incorporation dated February 20, 2003,
                increasing the authorized common stock.(5)3.6
            Bylaws
                of Silver King Resources (Delaware), Inc.(6)4.1
            Form
                of 10% Convertible Debenture.(12)4.2
            10%
                Convertible Debenture dated February 9, 2004.(7)10.1
            ENexi
                Holdings, Inc. 2000 Equity Incentive Plan.(8)10.2
            Form
                of Stock Option Agreement under 2000 Equity Incentive Plan.(5)10.3
            ENexi
                Holdings, Inc. 2002 Stock Option/Stock Issuance Plan.(4)10.3
            Form
                of Option Agreement under 2002 Stock Option/Stock Issuance Plan.(4)10.4
            Trinity3
                Corporation 2003 Incentive and Nonstatutory Stock Option Plan.(5)10.5
            Form
                of Option Agreement under the 2003 Incentive and Nonstatutory Stock
                Option
                Plan.(5)10.6
            Trinity3
                Corporation 2004 Omnibus Securities and Stock Option Plan.(9)10.7
            Form
                of Incentive Stock Option Agreement under the 2004 Omnibus Securities
                and
                Stock Option Plan.(9)10.8
            Form
                of Nonstatutory Stock Option Agreement under the 2004 Omnibus Securities
                and Stock Option Plan.(9)10.9
            Standard
                Office Lease for Premises Occupied by Skyline Orthopedics, Inc.(10)10.10
            Consulting
                Agreement with Jeffrey S. Willmann dated December 10, 2004.(11)10.11
            Trinity3
                Corporation Warrant dated December 10, 2004.(11)10.12
            Form
                of Securities Purchase Agreement.(12)10.13
            Form
                of Warrant Agreement.(12)10.14
            Extension
                Agreement dated February 10, 2004.(7)10.15
            Promissory
                Note dated February 11, 2004.(7)10.16
            Guaranty
                dated February 11, 2004.(7)10.17
            Security
                Agreement dated February 11, 2004.(7)10.18
            Consulting
                Agreement dated February 11, 2004.(7)10.19
            Securities
                Purchase Agreement and Investor Questionnaire dated February 9, 2004.(7)10.20
            Security
                Agreement dated February 9, 2004.(7)10.21
            Warrant
                Agreement dated February 9, 2004.(7)10.22
            2005
                Omnibus Securities and Stock Option Plan.31.1
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Executive
                Officer31.2
            Rule
                13a-14(a)/15d-14(a) Certification of Chief Financial
                Officer32.1
            Chief
                Executive Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.32.2
            Chief
                Financial Officer Certification Pursuant to 18 USC, Section 1350,
                as
                Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
                2002.




(1)
            Incorporated
                by reference from our Form 10-SB filed with the Commission on July
                8,
                1999.


(2)
            Incorporated
                by reference from our Form 10-SB filed with the Commission on July
                8,
                1999.


(3)
            Incorporated
                by reference from our Schedule 14C filed with the Commission on May
                26,
                2000.


(4)
            Incorporated
                by reference from our Annual Report on Form 10-KSB filed with the
                Commission on April 15, 2003.




26




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


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


(7)
            Current
                Report on Form 8-K dated and filed with the Commission on February
                26,
                2004.


(8)
            Incorporated
                by reference from our Registration Statement on Form SB-2 filed with
                the
                Commission on June 16, 2000.


(9)
            Incorporated
                by reference from our Current Report on Form 8-K dated and filed
                with the
                Commission on June 8, 2004.


(10)
            Incorporated
                by reference from our Annual Report on Form 10-KSB filed with the
                Commission on May 17, 2005.


(11)
            Incorporated
                by reference from our Current Report on Form 8-K dated and filed
                with the
                Commission on December 16, 2004.


(12)
            Incorporated
                by reference from our Quarterly Report on Form 10-QSB filed with
                the
                Commission on September 21, 2005.





(b)
            Reports
                on Form 8-K





On
      September 21, 2005, the Company filed a Current Report on Form 8-K, under item
      8.01 to disclose that it will file an amendment to its Quarter Report on Form
      10-QSB for the period ended June 30, 2005.







27





**SIGNATURES**





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




Dated:December
                21, 2005
            By:
            /s/ SHANNON
              T. SQUYRESShannon
              T. SquyresChief
              Executive Officer and Secretary
              (principal
                executive officer)




Dated:December
                21, 2005
            By:
            /s/STEVEN
              D. HARGREAVESSteven
              D. HargreavesPresident
              and Chief Financial Officer
              (principal
                financial and accounting officer)






28