**U.S.
      SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**Form
      10-QSB**




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




**For
      the quarterly period ended March 31, 2006**




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 _____ No
      _____





**Applicable
      only to corporate issuers**





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practical date. As of March 31, 2006 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
                I**ITEM
                1 Financial Statements
            
            
            4ITEM
                2 Management’s Discussion and Analysis or Plan of
                Operation
            
            
            16ITEM
                3 Controls and Procedures
            
            
            22**PART
                II**ITEM
                1 Legal Proceedings
            
            
            23ITEM
                2 Changes in Securities and Use of Proceeds
            
            
            23ITEM
                3 Defaults Upon Senior Securities
            
            
            23ITEM
                4 Submission of Matters to a Vote of Security Holders
            
            
            23ITEM
                5 Other Information
            
            
            23ITEM
                6 Exhibits and Reports on Form 8-K
            
            
            24-25




2




**PART
      I**





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




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









3


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





**Index
      to Financial Statements**





Consolidated
                Balance Sheets as of March 31, 2006 and December 31, 2005
                (unaudited)
            
            
            5Consolidated
                Statements of Income for the three monthsended
                March 31, 2006 and 2005 (unaudited)
            
            
            6Consolidated
                Statement of Changes in Stockholders' Equity (deficit) for the period
                December 31 2004
              through
                March 31, 2006 (unaudited)
            
            
            7Consolidated
                Statements of Cash Flows for the three monthsended
                March 31, 2006 and 2005 (unaudited)
            
            
            8-9Notes
                to Consolidated Financial Statements (unaudited)
            
            
            10-15




4


**Trinity3
      Corporation and Subsidiaries**


**CONSOLIDATED
      BALANCE SHEETS**


**(UNAUDITED)**





**March
                  31, 2006**
              
              **December
                  31, 2005****ASSETS**Current
                  assets:Cash
              
              $
              19,383
              
              $
              10,570Accounts
                  receivable (net of allowance for doubtful accounts of $ 146,545
                  and$161,713
                  at March 31, 2006 and December 31, 2005, respectively)
              
              
              355,850
              
              
              402,896Inventory
              
              
              76,169
              
              
              121,089Total
                  current assets
              
              
              451,402
              
              
              534,555Property,
                  plant and equipment (Note 2)
              
              
              261,778
              
              
              248,287Less:
                  accumulated depreciation
              
              
              (104,133
              )
              
              (89,713
              )157,645
              
              
              158,574Goodwill
                  (Note 2)
              
              
              5,050
              
              
              5,050Total
                  assets
              
              $
              614,097
              
              $
              698,179


**LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**Current
                  liabilities:Accounts
                  payable
              
              $
              363,132
              
              $
              382,168Accrued
                  expenses
              
              
              27,202
              
              
              42,343Note
                  payable - related party (Note 4)
              
              
              357,734
              
              
              371,634Income
                  tax payable
              
              
              4,000
              
              
              2,400Lines
                  of Credit (Note 6)
              
              
              213,513
              
              
              50,000Convertible
                  debentures - current portion (Note 7)
              
              
              40,000
              
              
              —Capital
                  leases - current portion (Note 5)
              
              
              22,771
              
              
              22,771Total
                  current liabilities
              
              
              1,028,352
              
              
              871,316Long
                  term liabilities:Convertible
                  debentures - (Note 7)
              
              
              243,000
              
              
              258,000Capital
                  leases - long-term portion (Note 5)
              
              
              13,283
              
              
              18,976Total
                  long term liabilities
              
              
              256,283
              
              
              276,976Total
                  liabilities
              
              
              1,284,635
              
              
              1,148,292Stockholders’
                  equity:Common
                  Stock:
              
              
              1,304
              
              
              1,304$0.0001
                  par value, 2,000,000,000 shares authorized, 13,043,773
                  sharesissued
                  and outstanding at March 31, 2006 and December 31, 2005,
                  respectivelyAdditional
                  paid-in capital
              
              
              233,496
              
              
              233,496Common
                  Stock Subscribed, 650,000 shares
              
              
              6,500
              
              
              6,500Accumulated
                  deficit
              
              
              (911,838
              )
              
              (691,413
              )Total
                  stockholders’ equity (deficit)
              
              
              (670,538
              )
              
              (450,113
              )Total
                  liabilities and stockholders’ equity
              
              $
              614,097
              
              $
              698,179


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


5


**Trinity3
      Corporation and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF INCOME**


**(UNAUDITED)**





**Three
                months ended**
              **March
                31****2006**
            
            
            **2005**Net
                Revenues
            
            $
            239,241
            
            $
            221,192Cost
                of net revenues
            
            
            121,695
            
            
            55,523Depreciation
            
            
            14,420
            
            
            11,377Gross
                profit
            
            
            103,126
            
            
            154,292Operating
                expenses:General
                and administrative
            
            
            306,879
            
            
            188,222Loss
                from operations beforeinterest
                and provision for income taxes
            
            
            (203,753
            )
            
            (33,930
            )Interest
                expense
            
            
            15,072
            
            
            7,397Loss
                before provision for income taxes
            
            
            (218,825
            )
            
            (41,327
            )Provision
                for taxes
            
            
            1,600
            
            
            800Net
                loss
            
            $
            (220,425
            )
            $
            (42,127
            )Loss
                per share - basic and diluted
            
            $
            0.02
            
            $
            0.00Weighted
                average number of common sharesoutstanding
                –
                basic
                and diluted
            
            
            13,043,773
            
            
            11,441,773





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


6




**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**
              **(650,000
                shares)**
            
            
            **Accumulated**
              **Deficit**
            
            
            **Total**
              **Stockholders’**
              **Equity**Balance
                at December 31, 2004
            
            
            11,441,773
            
            $
            1,144
            
            $
            99,456
            
            $
            6,500
            
            $
            (429,139
            )
            $
            (322,039
            )Shares
                issued to extinguish accounts and loanspayable
            
            
            1,077,000
            
            
            108
            
            
            107,592
            
            
            —
            
            
            —
            
            
            107,700Shares
                issued under warrant exercise
            
            
            525,000
            
            
            52
            
            
            26,448
            
            
            —
            
            
            —
            
            
            26,500Net
                loss
            
            
            —
            
            
            —
            
            
            —
            
            
            —
            
            
            (
                262,274
            )
            
            (262,274
            )Balance
                at December 31, 2005
            
            
            13,043,773
            
            
            1,304
            
            
            233,496
            
            
            6,500
            
            
            (
                691,413
            )
            
            (450,113
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (220,425
            )
            
            (220,425
            )Balance
                at March 31, 2006
            
            
            13,043,773
            
            $
            1,304
            
            $
            233,496
            
            $
            6,500
            
            $
            (911,838
            )
            $
            (670,538
            )




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


7




**Trinity3
      Corporation and Subsidiaries**


**CONSOLIDATED
      STATEMENTS OF CASH FLOWS**


**(UNAUDITED)**





**Three
                months ended**
              **March
                31****2006**
            
            **2005**Cash
                flows from operating activities:Net
                loss
            
            $
            (220,425
            )
            $
            (42,127
            )Adjustments
                to reconcile net loss to net cash used by operating
                activities:Depreciation
            
            
            14,420
            
            
            11,377Changes
                in current assets and current liabilities:(Increase)
                decrease accounts receivable, net
            
            
            47,046
            
            
            (19,158
            )(Increase)
                decrease inventory
            
            
            44,920
            
            
            5,005Increase
                (decrease) accounts payable
            
            
            (24,729
            )
            
            47,873Increase
                (decrease) accrued expenses
            
            
            (15,141
            )
            
            7,398Increase
                (decrease) taxes payable
            
            
            1,600
            
            
            800Net
                cash provided (used) by operating activities
            
            
            (152,309
            )
            
            11,168Cash
                flows from investing activities:Purchases
                of new equipment
            
            
            (13,491
            )
            
            —Net
                cash provided (used) by investing activities
            
            
            (13,491
            )
            
            —Cash
                flows from financing activities:Repayments
                of note payable - related party
            
            
            (13,900
            )
            
            (1,846
            )Proceeds
                from line of credit
            
            
            163,513
            
            
            —Retirement
                of debentures
            
            
            (15,000
            )
            
            —Issuance
                of debentures
            
            
            40,000
            
            
            —Net
                cash provided (used) by financing activities
            
            
            174,613
            
            
            (1,846
            )Net
                increase (decrease) in cash
            
            
            8,813
            
            
            9,322Cash,
                beginning of period
            
            
            10,570
            
            
            1,875Cash,
                end of period
            
            $
            19,383
            
            $
            11,197





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


8


**Trinity3
      Corporation and Subsidiaries**


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


**(UNAUDITED)**





**Three
                months ended**
              **March
                31****2006**
            
            **2005***Supplemental
                disclosure of cash flow information:*Cash
                paid for interest expense
            
            $
            8,719
            
            $
            —





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




9


**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 March 31, 2006 and for the three month periods ended March 31, 2006 and
      2005
      and footnote information are unaudited. All adjustments (consisting only of
      normal recurring adjustments) have been made which, in the opinion of
      management, are necessary for a fair presentation. Results of operations for
      the
      three months ended March 31, 2006 are not necessarily indicative of the results
      that may be expected for any future period. The balance sheet at December 31,
      2005 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, 2005.




**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.




10


**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 three months ended March 31, 2006 and 2005 was $14,420 and
      $11,377, respectively. The following table summarizes total Property and
      Equipment:




**March
                31, 2006**
            
            **December
                31, 2005**Equipment
            
            $
            206,324
            
            $
            192,833Computers
                and Software
            
            
            55,454
            
            
            55,454Less:
                Accumulated Depreciation
            
            
            (104,133
            )
            
            (89,713
            )Net
            
            $
            157,645
            
            $
            158,574


11


**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 March 31, 2006.




**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. The Company provided $1,600 and $800 for income taxes (the
      California minimum franchise tax) during the period ending March 31, 2006 and
      2005, respectively.




**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.**  **GOING
      CONCERN**




The
      accompanying consolidated financial statements, which have been prepared in
      conformity with accounting principles generally accepted in the United States
      of
      America, contemplates the continuation of the Company as a going concern. The
      Company has sustained significant losses from operations and has used capital
      raised through the issuance of securities to fund its activities. Continuation
      of the Company as a going concern is contingent upon establishing and achieving
      profitable operations. Such operations will require management to secure
      additional financing for the Company in the form of debt or equity. Management
      believes that its current efforts to raise additional working capital will
      allow
      it to continue as a going concern. However, the Company’s financial statements
      do not include any adjustment that might result from the outcome of this
      uncertainty.





**4.**  **RELATED
      PARTY TRANSACTIONS**





**Notes
      Payable - Related Parties**





Throughout
      2006 and 2005, the Company’s officers and directors made various loans to the
      Company. These loans are non interest bearing and are payable upon demand.
      The
      total amount of these loans at March 31, 2006 and December 31, 2005 was $357,734
      and $371,634, respectively.




12




**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**5.**  **LEASE
      COMMITMENTS**





**Operating
      Leases –**





The
      Company leases office space in Newport Beach, California pursuant to the terms
      of a month-to-month lease at $3,905 per month to house the corporate
      headquarters for its healthcare division. 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. This lease was renegotiated and cancelled
      by the Company in May 2006 in a streamlining of expenses and elimination of
      the
      Livermore office.





The
      Company has various operating leases for equipment, telecommunications and
      other
      office equipment. 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,****2006**
            
            **2007**
            
            **2008**
            
            **2009**
            
            **2010**Minimum
                Lease Payments due
            
            $
            10,684
            
            $
            3,014
            
            $
            3,014
            
            $
            1,256
            
            $
            **—**





Rent
      expense for the three months ending March 31, 2006 and 2005 was $19,882 and
      $35,384, respectively.





**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:




**March
                31, 2006**
            
            **December
                31, 2005**Equipment
            
            $
            57,713
            
            $
            57,713Less:
                Accumulated Depreciation
            
            
            8,657
            
            
            5,772Net
            
            $
            49,056
            
            $
            51,941





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




**March
                31, 2006**
            
            **December
                31, 2005**Total
                minimum lease payments
            
            $
            40,041
            
            $
            46,364Less:
                amount representing interest
            
            
            3,987
            
            
            4,617Present
                value of minimum lease payments
            
            
            36,054
            
            
            41,747Less:
                current maturities
            
            
            22,771
            
            
            22,771Obligations
                under capital leases, non-current maturities
            
            $
            13,283
            
            $
            18,976





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




**March
                31, 2006**
            
            **December
                31, 2005**2006
            
            $
            25,289
            
            $
            25,2892007
            
            
            21,075
            
            
            21,0752008
            
            
            **—**
            
            
            **—**2009
            
            
            **—**
            
            
            **—**2010
            
            
            **—**
            
            
            **—**Total
            
            $
            46,364
            
            $
            46,364




13


**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**


**6.**  **LINES
      OF CREDIT**




During
      the three months ended March 31, 2006, the Company was issued a one year
      $200,000 line of credit from a commercial lending institution to fund working
      capital requirements. Advances on the line of credit provide for a 60% advance
      rate based upon eligible accounts receivable. The interest rate is 2.25% per
      month of outstanding balance on the credit line. The credit line is secured
      by
      all of the Company’s assets, in addition to personal guarantees by two of the
      Company’s officers. The outstanding balance on this line of credit was $163,513
      at March 31, 2006.




The
      outstanding balance on the Company’s existing bank line of credit of $50,000
      continued throughout the quarter ending March 31, 2006. Terms on this line
      of
      credit facility are interest only payments, based upon prime interest rate,
      plus
      a margin of 300 basis points (3.0%). This line of credit is due July 22, 2006.
      The $50,000 remaining principle balance was paid in full in April 2006 from
      the
      proceeds of a loan from an officer of the Company. As a result, Notes payable
      -
      related party, increased by this same amount.





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





**Sale
      of Convertible Debentures with Warrants**





During
      the three months ended March 31, 2006, the Company issued, in its ongoing
      private placement, $40,000, face value, of 10% convertible debentures, plus
      attached warrants to acquire 100,000 shares of Company stock at $.10 per share
      in exchange for $40,000. These convertible debentures are convertible at the
      option of the holder into Company common stock at $.50 per share. The proceeds
      were used for working capital and to retire $15,000 of maturing convertible
      debentures which were issued in 2005.




At
      March
      31, 2006 and December 31, 2005, $283,000 and $258,000, of these convertible
      debentures were issued and outstanding, respectively. At March 31, 2006 and
      December 31, 2005, 645,000 and 545,000 warrants to purchase Company stock under
      these convertible debentures were
      outstanding, respectively, and none of these warrants have been
      exercised.




14


**Trinity3
      Corporation and Subsidiaries**


**NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**


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





Trinity3
      currently operates in one business segment: Healthcare. The Company has two
      inactive subsidiaries which are currently not reportable segments, as neither
      their operations, nor assets, meet the 10% threshold requirements of SFAS 131.
      The Healthcare segment is anchored by Skyline Orthopedics, Inc. (“Skyline”). The
      Healthcare segment is engaged in the marketing and distribution of durable
      medical equipment and billing systems, to hospitals, physician groups, and
      healthcare insurance providers in California and Nevada. The segment’s products
      include Continuous Passive Motion (CPM) equipment, and a wide variety of
      orthopedic soft goods, including braces and supports for arms, elbows, knees
      and
      legs. The following table breaks out reportable information for the Healthcare
      segment, for the three month periods ended March 31, 2006 and 2005,
      respectively:




***Healthcare
                  Segment Operations:***
              
              **Three
                  months ended**
                **March
                  31****2006**
              
              **2005**Revenues
              
              $
              239,241
              
              $
              221,192Cost
                  of revenues
              
              
              121,695
              
              
              55,523Gross
                  profit
              
              
              117,546
              
              
              165,669Operating
                  expenses:General
                  and administrative
              
              
              290,252
              
              
              144,877Segment
                  operating earnings
              
              $
              (172,706
              )
              $
              20,792***Healthcare
                  Segment Assets:***Total
                  assets
              
              $
              613,815
              
              $
              514,406





Segment
      Reporting does not include depreciation and income taxes attributable to the
      segment, nor does it include corporate general, administrative, and interest
      expense. The following table reconciles Segment Operating Earnings to
      Consolidated Earnings (Loss) for the three months periods ended March 31, 2006
      and 2005, respectively:




***Reconciliation
                of Segment Operations to Consolidated Earnings
                (Loss):***
            
            **Three
                months ended**
              **March
                31****2006**
            
            **2005**Segment
                operating earnings
            
            $
            (172,706
            )
            $
            20,792Segment
                depreciation
            
            
            (14,420
            )
            
            (11,377
            )Income
                taxes
            
            
            (1,600
            )
            
            (800
            )Corporate
                general and administrative expenses
            
            
            (16,627
            )
            
            (43,345
            )Corporate
                interest expense
            
            
            (15,072
            )
            
            (7,397
            )Consolidated
                earnings (Loss)
            
            $
            (220,425
            )
            $
            (42,127
            )




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 operate in one business segment: Healthcare. Our Healthcare division
      is anchored by our subsidiary, Skyline Orthopedics, Inc., which was acquired
      on
      February 11, 2004. 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.




We
      have
      two inactive subsidiaries: Trinity3 Acceptance Corporation, and Caiban Holdings,
      Inc. We are seeking opportunities which provide shareholder value for these
      subsidiaries, or, alternatively, to sell or shut down these
      subsidiaries.




As
      a
      result of our growth plans, our biggest challenges will be threefold: managing
      our growth, generating positive cash flow, and integrating other growth
      opportunities into the Company.




16


**Results
      of Operations**




**Three
      months ended March 31, 2006 compared to three months ended March 31, 2005**





Revenues,
      Expenses and Loss from Consolidated Operations




Our
      revenues, cost of revenues, general and administrative expenses, and loss from
      consolidated operations for the three months ended March 31, 2006 and 2005,
      respectively, are as follows:




**Three
                months ended**
              **March
                31**2006
            
            *%
                of Net*
              *Revenue*
            
            2005
            
            *%
                of Net*
              *Revenue*
            
            *Percent*
              *Change*Revenue
            
            $
            239,241
            
            
            *100.0*
            
            $
            221,192
            
            
            *100.0*
            
            
            *8.1*Cost
                of Revenues
            
            
            121,695
            
            
            *50.9*
            
            
            55,523
            
            
            *25.1*
            
            
            *119.2*Gross
                Profit
            
            
            117,546
            
            
            *49.1*
            
            
            165,669
            
            
            *74.9*
            
            
            *(29.0*
            *)*General
                & Administrative Expenses
            
            
            306,879
            
            
            *(128.3*
            *)*
            
            188,222
            
            
            *85.0*
            
            
            *63.0*Interest,
                Depreciation and Taxes
            
            
            31,092
            
            
            *13.0*
            
            
            19,574
            
            
            *8.9*
            
            
            *58.8*Net
                Loss
            
            $
            (220,425
            )
            
            *(92.1*
            *)*
            $
            (42,127
            )
            
            *(19.0*
            *)*
            
            *323.2*





Revenues





Revenues
      for the three months ended March 31, 2006 were $239,241 compared to $221,192
      for
      the same period in 2005, an increase of 8.1%. This increase is due to increased
      marketing and sales efforts.




Cost
      of Revenues





Cost
      of
      revenues was $121,695 for the three months ended March 31, 2006 compared to
      $55,523 for the same period in 2005, an increase of 119.2%. This increase is
      due
      to expanded product offerings, some of which have lower gross
      margins.




Operating,
      General and Administrative Expenses





General
      and administrative expenses were $306,879 for the three months ended March
      31,
      2006 as compared to $188,222 for the same period in 2005, an increase of 63%.
      This increase is due to expanded SG&A costs associated with revenue growth
      efforts.




Net
      Loss





The
      Company experienced a consolidated net loss of ($220,425) for the three months
      ended March 31, 2006 compared to a net loss of ($42,127) for the same period
      in
      2005, an increase of 323.2%. An unfavorable reduction in gross margins combined
      with an unfavorable increase in SG&A expenses, plus one-time non-recurring
      expenses associated with the closing of one of our unprofitable field offices
      contributed to this increase in net loss. ****


17


**Segment
      Reporting**





Trinity3
      currently operates in one business segment: Healthcare. The Company has two
      inactive subsidiaries which are currently not reportable segments, as neither
      their operations, nor assets, meet the 10% threshold requirements of SFAS 131.
      The Healthcare segment is anchored by Skyline Orthopedics, Inc. (“Skyline”). The
      Healthcare segment is engaged in the marketing and distribution of durable
      medical equipment and billing systems, to hospitals, physician groups, and
      healthcare insurance providers in California and Nevada. The segment’s products
      include Continuous Passive Motion (CPM) equipment, and a wide variety of
      orthopedic soft goods, including braces and supports for arms, elbows, knees
      and
      legs. The following table breaks out reportable information for the Healthcare
      segment, for the three month periods ended March 31, 2006 and 2005,
      respectively:





***Healthcare
                Segment Operations:***
            
            **Three
                months ended**
              **March
                31****2006**
            
            ***%
                of Net***
              ***Revenue***
            
            **2005**Revenues
            
            $
            239,241
            
            
            *100.0*
            
            $
            221,192Cost
                of revenues
            
            
            121,695
            
            
            *50.9*
            
            
            55,523Gross
                profit
            
            
            117,546
            
            
            *49.1*
            
            
            165,669Operating
                expenses:General
                and administrative
            
            
            290,252
            
            
            *121.3*
            
            
            144,877Segment
                operating earnings
            
            $
            (172,706
            )
            
            *(72.2*
            *)*
            $
            20,792***Healthcare
                Segment Assets:***Total
                assets
            
            $
            613,815
            
            
            
            
            $
            514,406





Segment
      Reporting does not include depreciation and income taxes attributable to the
      segment, nor does it include corporate general, administrative, and interest
      expense. The following table reconciles Segment Operating Earnings to
      Consolidated Earnings (Loss) for the three month periods ended March 31, 2006
      and 2005, respectively:




***Reconciliation
                of Segment Operations to Consolidated Earnings
                (Loss):***
            
            **Three
                months ended**
              **March
                31****2006**
            
            **2005**Segment
                operating earnings
            
            $
            (172,706
            )
            $
            20,792Segment
                depreciation
            
            
            (14,420
            )
            
            (11,377
            )Income
                taxes
            
            
            (1,600
            )
            
            (800
            )Corporate
                general and administrative expenses
            
            
            (16,627
            )
            
            (43,345
            )Corporate
                interest expense
            
            
            (15,072
            )
            
            (7,397
            )Consolidated
                earnings (Loss)
            
            $
            (220,425
            )
            $
            (42,127
            )




18


**Liquidity
      and Capital Resources**





Introduction




During
      the three months ended March 31, 2006, the Company generated negative operating
      cash flow. Cash totaled $19,383 and $10,570 at March 31, 2006 and December
      31,
      2005, respectively.




Cash,
      current assets, total assets, current liabilities, and total liabilities as
      of
      March 31, 2006 and December 31, 2005, respectively, are as follows:




*Percentage
                Change***March
                31, 2006**
            
            **December
                31, 2005**Cash
            
            $
            19,383
            
            $
            10,570
            
            
            *83.4*Total
                Current Assets
            
            $
            451,402
            
            $
            534,555
            
            
            *(15.6*
            *)*Total
                Assets
            
            $
            614,097
            
            $
            698,179
            
            
            *(12.0*
            *)*Total
                Current Liabilities
            
            $
            1,028,352
            
            $
            871,316
            
            
            *18.0*Total
                Liabilities
            
            $
            1,284,635
            
            $
            1,148,292
            
            
            *(11.9*
            *)*





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) provided by operations was ($152,309) and $11,168 for the three months
      ended March 31, 2006 and 2005, respectively.




Negative
      operating cash flows for the three months ended March 31, 2006 and 2005 were
      created primarily by corporate fixed and overhead expenses, and increases in
      SG&A expenses.




*Investing*





Net
      cash
      used by investing activities was ($13,491) and $-0- for the three months ended
      March 31, 2006 and 2005, respectively.




Investing
      activities for the three months ended March 31, 2006 consisted of $13,491 in
      new
      equipment purchases.




19




*Financing*





Net
      cash
      provided (used) by financing activities was $174,613 and ($1,846), for the
      three
      months ended March 31, 2006 and 2005, respectively.




Financing
      activities for the three months ended March 31, 2006 included repayment of
      loans
      to the Company from officers, using $13,900; draw down on credit line, providing
      $163,513; retirement of debentures, using $15,000; and issuance of new
      debentures, providing $40,000.




Financing
      activities for the three months ended March 31, 2005 included pay down of loans
      to the Company from officers and directors, using $1,846.




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





The
      Company had $283,000 and $258,000, of convertible debt instruments outstanding
      as of March 31, 2006 and December 31, 2005, respectively. Additionally, the
      Company had $213,513 and $50,000 outstanding under commercial lines of credit
      at
      March 31, 2006 and December 31, 2005, respectively.




During
      the three months ended March 31, 2006, the Company issued, in a private
      placement, $40,000, face value, of 10% convertible debentures, plus attached
      warrants to acquire 100,000 shares of Company stock at $.10 per share in
      exchange for $40,000. These convertible debentures are convertible at the option
      of the holder into Company common stock at $.50 per share. The proceeds were
      used for working capital and to retire $15,000 of maturing convertible
      debentures which were issued in 2005.




During
      the three months ended March 31, 2006, the Company was issued a one year
      $200,000 line of credit from a commercial lending institution to fund working
      capital requirements. Advances on the line of credit provide for a 60% advance
      rate based upon eligible accounts receivable. The interest rate is 2.25% per
      month of outstanding balance on the credit line. The credit line is secured
      by
      all of the Company’s assets, in addition to personal guarantees by two of the
      Company’s officers. The outstanding balance on this line of credit was $163,513
      at March 31, 2006.




The
      outstanding balance on the Company’s existing bank line of credit of $50,000
      continued throughout the quarter ending March 31, 2006. Terms on this line
      of
      credit facility are interest only payments, based upon prime interest rate,
      plus
      a margin of 300 basis points (3.0%). This line of credit is due July 22, 2006.
      The $50,000 remaining principle balance was paid in full in April 2006 from
      the
      proceeds of a loan from an officer of the Company. As a result, Notes payable
      – related
      party, increased by this same amount.




Interest
      expense of $15,072 and $7,397 for the three month periods ended March 31, 2006
      and 2005, respectively, is entirely attributable to these debt
      instruments.




20




**Critical
      Accounting Policies**





The
      discussion and analysis of the Company’s financial condition and results of
      operations are based upon its consolidated financial statements, which have
      been
      prepared in accordance with Generally Accepted Accounting Principles (GAAP).
      The
      consolidated financial statements include the accounts of the Company and its
      wholly-owned subsidiaries. Significant inter-company accounts and transactions
      have been eliminated in consolidation. Inventory, which consists only of
      finished goods, is stated at the lower of cost or market, with cost being
      determined by the first-in, first-out (FIFO) method. Property and equipment
      was
      purchased in the acquisition of Skyline Orthopedics, Inc. and is valued at
      the
      fair market value on the date of the purchase. Depreciation is recorded over
      the
      estimated useful lives of the assets (three to five years) using the
      straight-line method. Major improvements are capitalized, while repair and
      maintenance expenditures are expensed as incurred.




**Off
      Balance Sheet Contracts**





At
      March
      31, 2006 and 2005, there were no off balance sheet arrangements, contracts
      or
      items to record.




21


**ITEM
      3**  **Controls
      and Procedures**





The
      Company's Chief Executive Officer and Chief Financial Officer (or those persons
      performing similar functions), after evaluating the effectiveness of the
      Company's disclosure controls and procedures (as defined in Rules 13a-14(c)
      and
      15d-14(c) under the Securities Exchange Act of 1934, as amended) as of a date
      within 90 days of the filing of this quarterly report (the “Evaluation Date”),
      have concluded that, as of the Evaluation Date, the Company's disclosure
      controls and procedures were effective to ensure the timely collection,
      evaluation and disclosure of information relating to the Company that would
      potentially be subject to disclosure under the Securities Exchange Act of 1934,
      as amended, and the rules and regulations promulgated thereunder.




There
      were no significant changes in the Company’s internal controls or in other
      factors that could significantly affect the internal controls subsequent to
      the
      Evaluation Date.




22


**PART
      II**





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





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




**ITEM
      2**  **Unregistered
      Sales of 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 quarter. 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).





During
      the three months ended, March 31, 2006, the Company issued, in its ongoing
      private placement, to two investors, a total of $40,000 face value, 10%
      convertible debentures, plus attached warrants to acquire 100,000 shares of
      Company stock at $.10 per share in exchange for $40,000. These convertible
      debentures are convertible at the option of the holder into Company common
      stock
      at $.50 per share.




**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**





No
      matters were submitted to shareholders during the quarter.




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





None.




23


**ITEM
      6**  **Exhibits**





**(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.(13)10.23
            
            Form
                of Loan Agreement from Company to Steven D. Hargreaves(14)10.24
            
            Form
                of Loan Agreement from Company to Shannon T. Squyres(14)10.25
            
            Form
                of Loan Agreement from Company to Jeffrey S. Willmann(14)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.
   24
  (3)
              Incorporated
                  by reference from our Schedule 14C filed with the Commission on
                  May 26,
                  2000.
 (4)
              Incorporated
                  by reference from our Annual Report on Form 10-KSB filed with the
                  Commission on April 15, 2003.
 (5)
              Incorporated
                  by reference from our Annual Report on Form 10-KSB filed with the
                  Commission on April 14, 2004.
 (6)
              Incorporated
                  by reference from our Form 10-SB filed with the Commission on July
                  8,
                  1999.
 (7)
              Current
                  Report on Form 8-K dated and filed with the Commission on February
                  26,
                  2004.
 (8)
              Incorporated
                  by reference from our Registration Statement on Form SB-2 filed
                  with the
                  Commission on June 16, 2000.
 (9)
              Incorporated
                  by reference from our Current Report on Form 8-K dated and filed
                  with the
                  Commission on June 8, 2004.
 (10)
              Incorporated
                  by reference from our Annual Report on Form 10-KSB filed with the
                  Commission on May 17, 2005.
 (11)
              Incorporated
                  by reference from our Current Report on Form 8-K dated and filed
                  with the
                  Commission on December 16, 2004.
 (12)
              Incorporated
                  by reference from our Quarterly Report on Form 10-QSB filed with
                  the
                  Commission on September 21, 2005.
 (13)
              Incorporated
                  by reference from our Quarterly Report on Form 10-QSB filed with
                  the
                  Commission on December 21, 2005.
 (14)
              Incorporated
                  by reference from our Annual Report on Form 10-KSB filed with the
                  Commission on May 22, 2006.


25


**SIGNATURES**





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




Dated:May
                19, 2006
            
            /s/ SHANNON
              T. SQUYRESBy:Shannon
                T. SquyresIts:Chief
                Executive Officer and Secretary
              (principal
                executive officer)




Dated:May
                19, 2006
            
            /s/ STEVEN
              D. HARGREAVESBy: Steven
                D. HargreavesIts:President
                    and Chief Financial Officer
                  (principal
                    financial and accounting officer)




26