U.S. SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 First Amended
 Form 10-QSB/A
 
 
 
 
 For the quarterly period ended March 31, 2004
 
 
 
 For the transition period from _______________ to _______________.
 
 
 Commission file number: 000-26651
 
 
 Trinity3 Corporation
 (Exact name of registrant as specified in its charter)
 
 
 Delaware
(State or other jurisdiction of
incorporation or organization)
65-0884085
(I.R.S. Employer
Identification No.)1920 Main Street, Suite 980
Irvine, California
(Address of principal executive offices)
92614
(Zip Code) 
 Registrant's telephone number, including area code (949) 910-2383
 
 
 Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes No_X_
 
 
 Applicable only to issuers involved in bankruptcy proceedings during the preceding five years
 
 Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes No
 
 
 Applicable only to corporate issuers
 
 State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of June 18, 2004, there were 11,411,773 shares of common stock, par value $0.0001, issued and outstanding.
 
 
 Transitional Small Business Disclosure Format
 (check one):
 
 Yes  No .
 
 
  
  TRINITY3 CORPORATION
 
 
  TABLE OF CONTENTS
 
 PART IItem 1.
Financial Statements
3Item 2.
Management's Discussion and Analysis or Plan of Operation
13Item 3.
Controls and Procedures
17PART IIItem 1.
Legal Proceedings
18Item 2.
Changes in Securities and Use of Proceeds
18Item 3.
Defaults Upon Senior Securities
18Item 4.
Submission of Matters to a Vote of Security Holders
18Item 5.
Other Information
18Item 6.
Exhibits and Reports on Form 8-K
19
 2
  PART I
 
 Trinity3 has restated its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2004. The Quarterly Report was originally filed with the Commission on June 25, 2004. The purpose of this amendment is to comply with certain formatting changes required by our outside auditors in the attached financial statements, more specifically, the Consolidated Statements of Income, Consolidated Statement of Changes in Stockholders' Equity ; and Consolidated Statements of Cash Flows; and to clarify our Changes in Securities and Use of Proceeds under Item 2 of Part 2. References throughout this Quarterly Report are accurate as of the date originally filed. The Company has not undertaken to update all of the information in this Quarterly Report, but instead has updated only those areas related to the restatements. Please read all of the Companys filings with the Commission in conjunction with this Quarterly Report.
 
 This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the Exchange Act). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading Management's Discussion and Analysis of Financial Condition or Plan of Operation. Forward-looking statements also include statements in which words such as expect, anticipate, intend, plan, believe, estimate, consider or similar expressions are used.
 
 Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.
 
 ITEM 1  Financial Statements
   3
   Trinity3 Corporation and Subsidiaries
 (Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 March 31, 2004
(Unaudited)

December 31, 2003Current assets:
Cash
$
24,445

$
39Accounts receivable, net of allowance for doubtful accounts of $82,042

104,418


-Inventory

45,158


-Prepaids

6,695


-Total current assets

180,716


39Property, plant and equipment

163,479


-Less: accumulated depreciation

(6,630)


-Net property, plant and equipment

156,849


-Goodwill (Note 4)

253,250


-Total assets
$
590,815

$
39
    LIABILITIES AND STOCKHOLDERS EQUITY
  Current LiabilitiesAccounts payable
$
178,705

$
125,662Accrued expenses

1,836


-Note payable - related party

49,676


50,248Income tax payable

1,600


800Note payable  (Note 4)

250,000


-Convertible debentures  (Note 3)

300,000


-Total current liabilities

781,817


176,710Stockholders equity: (Notes 3 and 5)
Common Stock:
$0.0001 par value, 2,000,000,000 shares authorized, 11,411,773 and 10,221,773 shares issued and outstanding at March 31, 2004 and December 31, 2003, respectively.

1,141


1,022Additional paid-in capital

97,659


61,378Common Stock Issued for Deferred Compensation

(1,675)


-Common Stock Subscribed, 650,000 shares

3,150


-Accumulated deficit

(291,277)


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

(191,002)


(176,671)Total liabilities and stockholders equity
$
590,815

$
39
   
  The accompanying notes are an integral part of these financial statements
  4
  Trinity3 Corporation and Subsidiaries
 (Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)
 CONSOLIDATED STATEMENTS OF INCOME
 (UNAUDITED)
 Three months ended
March 31, 2004

Three months ended
March 31, 2003Revenues
$
204,607

$
-Cost of goods sold

101,800


-Gross profit

102,807


-Operating expenses:General and administrative

144,947


34,529Depreciation

6,630


-Income (loss) from operations before interest and provisionfor income taxes

(48,770)


(34,529)Interest expense

1,836


-Loss before provision for income taxes

(50,606)


(34,529)Provision for income taxes

1,600


-Net loss
$
(52,206)

$
(34,529)Loss per share  basic and diluted
$
(.00)

$
(.00)Weighted average number of common shares outstanding

10,899,575


9,781,773
  The accompanying notes are an integral part of these financial statements
    5
  Trinity3 Corporation and Subsidiaries
 (Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)
 CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT)
 (UNAUDITED)
 
  **Common Stock****Number of Shares**
****
****
**Amount**
****
****
**Additional**
**Paid -in Capital**


**Stock Issued for Deferred Compensation**


**Common Stock Subscribed, Not Issued**


**Accumulated Deficit**


**Total Stockholder's Equity**Balance at December 31, 2002
9,781,773

$
978

$
8,022

$
-

$
-

$
(100,595
)
$
(91,595
)Shares issued for cash
100,000


10


49,990


-


-


-


50,000Shares issued for services
340,000


34


3,366


-


-


-


3,400Net loss
-


-


-


-


-


(138,476
)

(138,476
)Balance at December 31, 2003
10,221,773


1,022


61,378


-


-


(239,071
)

(176,671
)Shares issued for acquisition (Note 4)
450,000


45


4,455


-


-


-


4,500Shares issued for cash: (Note 3)private placement of stock
50,000


5


24,995


-


-


-


25,000warrant exercise under debentures
240,000


24


2,376


-


-


-


2,400Shares issued for services (Note 3)
550,000


55


5,445


-


-


-


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


-


-


-


6,500


-


6,500Shares subscribed, not issued - deferred compensation(Note 3)
-


-


-


-


(3,350)


-


(3,350
)Shares issued  deferred compensation, (Note 3)
-


-


-


(1,675
)

-


-


(1,675
)Shares cancelled
(100,000
)

(10
)

(990
)

-


-


-


(1,000
)Net loss















(52,206
)

(52,206
)Balance at March 31, 2004 - Unaudited
11,411,773

$
1,141

$
97,659

$
(1,675)

$
3,150

$
(291,277
)
$
(191,002
)
 
  The accompanying notes are an integral part of these financial statements
  6
 Trinity3 Corporation and Subsidiaries
 (Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
  Three months ended
March 31, 2004


Three months ended
March 31, 2003Cash flows from operating activities:Net loss
$
(52,206
)
$
(34,529
)Adjustments to reconcile net loss to net cash used in operating activities:




-Depreciation

6,630Shares issued for services

5,975Changes in current assets and current liabilities:(Increase) decrease accounts receivable, net

(3,403
)

-(Increase) decrease prepaids

(6,695
)

(25,000
)Increase (decrease) accounts payable

2,899


3,036Increase (decrease) accrued expenses

(15,268
)

-Increase (decrease) taxes payable

800


-Net cash provided (used) by operations

(61,268
)

(56,493
)Cash flows from investing activities:Acquisition of net assets, less cash balance (Note 4)

(241,154
)

-Net cash provided (used) by investing activities

(241,154
)

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

-


56,453Payment of note payable - related party

(572
)

-Issuance of common stock:for cash

25,000


-warrants exercised

2,400


-Issuance of debentures

300,000


-Net cash provided (used) by financing activities

326,828


56,453Net increase (decrease) in cash

24,406


(40
)Cash, beginning of period

39


48Cash, end of period
$
24,445

$
8
  The accompanying notes are an integral part of these financial statements
  7
  TRINITY3 CORPORATION AND SUBSIDIARIES
 (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)
 CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
 (UNAUDITED)
 
 **Three months ended**
**March 31, 2004**
****
**Three months ended**
**March 31, 2003**Supplemental disclosures of non-cash operating, investing, and financing activitiesIssuance of common stock for acquisition
$
4,500

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

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

$
-Common stock subscribed for services
$
1,475

$
-
 The accompanying notes are an integral part of these financial statements
 
 8
  Trinity3 Corporation and Subsidiaries
 (Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 MARCH 31, 2004 AND 2003
 
  1.  INTERIM FINANCIAL INFORMATION
 
 The financial statements of Trinity3 Corporation and Subsidiaries (the Company) as of March 31, 2004 and for the three months ended March 31, 2004 and 2003 and footnote information are unaudited. All adjustments (consisting only of normal recurring adjustments) have been made which, in the opinion of management, are necessary for a fair presentation. Results of operations for the three months ended March 31, 2004 are not necessarily indicative of the results that may be expected for any future period. The balance sheet at December 31, 2003 was derived from audited financial statements.
 
 Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been omitted. These financial statements should be read in conjunction with the financial statements and notes for the year ended December 31, 2003.
   2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
  Principles of Consolidation
 
  The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Significant intercompany accounts and transactions have been eliminated in consolidation.
 
 Use of Estimates
 
 The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
 
 Inventory
 
 Inventory, which consists only of finished goods, is stated at the lower of cost or market, with cost being determined by the first-in, first-out (FIFO) method.
 
 Property and Equipment and Depreciation
 
 Property and equipment was purchased in the acquisition of Skyline Orthopedics, Inc. (See Note 4) and valued at the fair market value on the date of the purchase. Depreciation is recorded over the estimated useful lives of the assets (three to five years) using the straight-line method. Major improvements are capitalized, while repair and maintenance expenditures are expensed as incurred. Depreciation expense for the three months ended March 31, 2004 and 2003 was $6,630 and $0, respectively.
  9
  3.  STOCK, DEBENTURE AND WARRANT TRANSACTIONS
 
 Sale of Common Stock
 
 During the first quarter of 2004, the Company sold 50,000 shares of its common stock, in a private placement pursuant to provisions of Section 4(2) of the Securities Act of 1933 to accredited investors, for net proceeds of $25,000. Each share unit contained one attached A warrant exercisable at $1.00 per share, expiring two years from registration of the underlying stock, and one B warrant exercisable at $2.00 per share, expiring three years from the date of issuance of the unit.
 
 Sale of Debentures with Warrants
 
 During the first quarter of 2004, the Company raised a total of $302,400 from a private placement of debentures and warrants. The Company issued $300,000 in 10% convertible debentures, plus warrants to acquire 240,000 shares of Company common stock at $0.01 per share. Net proceeds received from the debenture offering were $300,000. The debentures, which are secured by substantially all of the assets of the company, are due March 1, 2005, and are convertible at the option of the holder into Company common stock at $2.00 per share. All warrants issued under the debenture offering were exercised, for a total amount of 240,000 common shares issued in the first quarter of 2004. Net proceeds received from the exercise of the warrants was $2,400.
 
 Issuance of Common Stock for Services
 
 During the first quarter of 2004, the Company entered into various consulting agreements. The agreements provide for 200,000 shares of restricted common stock and 1,000,000 shares of unrestricted common stock to be issued for services provided. The value of the compensation was based on the fair market value of the shares on the dates of the agreements of $0.01, a total of $12,000. The Company recorded compensation expense related to these agreements of $6,975 for the quarter ended March 31, 2004, deferred compensation of $5,025, and 650,000 shares as common stock subscribed totaling $6,500.
   Issuance of Warrants on Common Stock for Services
 
 During the first quarter of 2004, warrants were issued to acquire 600,000 shares of the Companys common stock exercisable at $.01 per share, the fair market value on the date of grant. These warrants were issued to certain consultants for services to be rendered to the Company.
 
 Cancellation of Preferred Stock
 
 In April 2004, the company cancelled its Preferred Series A, B, C, and D stock. No shares were issued or outstanding during the year and three months ended December 31, 2003 and March 31, 2004, respectively.
  10
  4.  ACQUISITION
 
 On February 11, 2004, the Company completed the acquisition of all of the issued and outstanding stock of Skyline Orthopedics, Inc., a California corporation (Skyline), and its wholly-owned subsidiary, Core Management Systems, Inc., a California corporation (Core), making Skyline a wholly-owned subsidiary of the Company. Skyline and Core, located in Newport Beach, California, are engaged in the marketing and distribution of durable medical equipment (DME) and billing systems to hospital networks, physician groups, and healthcare insurance providers throughout California and Nevada. Terms of the acquisition were as follows:
 
 $250,000 in cash at the closingIssuance of a promissory note in the principal amount of $250,000. The note, due in two installments of $150,000 on or before May 11, 2004 and $100,000 on or before August 9, 2004, is non-interest bearing and is secured by substantially all of the assets of the Company. The note has been recorded at its full value and has not been discounted due to immateriality.Issuance of 450,000 shares of restricted common stock.Commencement of a consulting agreement with the selling shareholder for a period of up to 12 months. Under the consulting agreement, the selling shareholder received an additional 250,000 shares of common stock which vests over the subsequent six months. 
 The Skyline shareholder is an unrelated party to the Company and its affiliates, and the purchase price was determined by arms-length negotiations. The cash portion of the purchase price was paid by the Company using funds raised in a private placement of debentures and warrants as discussed in Note 3.
 The fair market value on February 11, 2004 of net assets purchased is as follows:
  
  Asset


AmountCash

$
8,846Accounts Receivable, Net


101,014Inventory


45,158Property and Equipment, FMV


163,479Goodwill generated


253,250Total Cost of Acquisition


571,747Less: Liabilities Assumed


(67,247
)Net consideration paid

$
504,500Consideration Paid by Category:Cash

$
250,000Note Payable


250,000Stock Issued (450,000 shares)


4,500$
504,500
  The Company has elected to exercise its option under the Purchase Agreement to offset certain scheduled payments to the seller, including $150,000 due May 11, 2004 and $100,000 due August 9, 2004, pending the final outcome of the resolution of certain accounting and contractual issues. The Purchase Agreement allows for offsetting certain liabilities and losses. Management has estimated the minimum amount of offsets to the purchase price to be approximately $297,000.
 
 The Company is currently in discussions with the former owner of Skyline to determine the final amount, which will be offset against the purchase price and the remaining balance due.
   11
  5. SUBSEQUENT EVENTS
 
 Stock Option Plans
 
 On April 26, 2004, the Companys Board of Directors approved the Trinity3 Corporation 2004 Omnibus Securities and Stock Option Plan. The Plan was approved by the shareholders at the Annual Shareholder Meeting on May 31, 2004. Under the 2004 Plan, 2,000,000 shares of common stock have been authorized for issuance as Incentive Stock Options or Nonstatutory Stock Options to key employees, officers, directors or consultants. The terms of the 2004 Plan are substantially the same as the 2003 Plan, more fully described in the companys December 31, 2003 10K-SB filing. No grants have occurred to date under the 2004 Plan.
 12

ITEM 2 - MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Disclaimer Regarding Forward Looking Statements

Our Managements Discussion and Analysis contains not only statements that are historical facts, but also statements that are forward-looking (within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; raw material costs and availability; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

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

The following table sets forth, for the periods indicated, selected financial information for Trinity3:
Statement of Operations Data:


Three months ended
March 31, 2004


Three months ended
March 31, 2003Revenue

$
204,607

$
-Expenses


256,813


34,529Net Loss

$
(52,206
)
$
(34,529
)Balance Sheet Data:Current Assets

$
180,716

$
25,008Total Assets


590,815


25,008Total Current Liabilities


781,817


151,132Accumulated Deficit


(291,277
)

(135,124
)Stockholders Equity (Deficit)

$
(191,002
)
$
(126,124
)


13

Summary Overview

We currently are divided into three business units: healthcare, consumer products and East Asian Import Export. First, is our healthcare division, anchored by our subsidiary, Skyline Orthopedics, Inc., (Skyline) and its subsidiary, Core Management Services, Inc., both of which we purchased on February 11, 2004. Skyline and Core are 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. Core 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 and Core are included in these financial statements, for all operations beginning February 12, 2004.

Second, is our consumer products division, anchored by our subsidiary, Trinity3 Acceptance Corp (TAC), which is a financing subsidiary set up to facilitate payments between  Trinity3 Corporation, its customers and its suppliers. TAC produced minimal revenue of $20,000 in calendar 2003 and no revenues to date in 2004. Our consumer products division has had no other operations or revenues since inception. We are seeking opportunities in this area to provide shareholder value.

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

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

Results of Operations
****

Introduction

Our operations for the first quarter 2004 and 2003 are vastly different, reflecting our change from a development stage company to one with operations, as a result of the Skyline acquisition. Our consolidated financial statements for the three months ended March 31, 2004 reflect this change in operations. Our consolidated revenues for the three months ended March 31, 2004 were $204,607 compared to $-0- for the same period in 2003. With our increase in revenues, we also incurred significant operating costs and we continue to operate at a loss. Our first quarter 2004 operating expenses are larger because of the larger base of fixed costs necessary to operate the Parent Company and its recently acquired operating subsidiaries. As a result, our operating expenses during the first quarter 2004 of $144,947 were significantly greater than the same period in 2003 of $34,529. Additionally, we incurred significant legal and accounting costs associated with the Skyline acquisition during the first quarter 2004.
 14


Three months ended March 31, 2004 compared to three months ended March 31, 2003 (unaudited)

Revenues, Expenses and Loss from Operations









|                                  |   | Three months ended
March 31, 2004 |  |   | Three months ended
March 31, 2003 |  | Percentage Change
|--------------------------------- | - | --------------------------------- |  | - | --------------------------------- |  | -----------------
|                                  |   |                                   |  |   |                                   |  |                  
|                                  |   |                                   |  |   |                                   |  |                  
|Revenue                           | $ | 204,607                           |  | $ | -                                 |  | nm               
|Cost of Goods Sold                |   | 101,800                           |  |   | -                                 |  | nm               
|General & Administrative Expenses |   | 144,947                           |  |   | 34,529                            |  | 319%             
|Interest, Depreciation and Taxes  |   | 10,066                            |  |   | -                                 |  | nm               
|                                  |   |                                   |  |   |                                   |  |                  
|Loss from Operations              | $ | (52,206)                          |  | $ | (34,529)                          |  | 51%              

.
 
 Cost of Goods Sold
 
   
 Operating, General and Administrative Expenses
 
    Net Loss
 
   15
  Liquidity and Capital Resources
 
 Introduction
 
 During three months ended March 31, 2004, the Company did generate positive operating cash flows. Cash totaled $24,445 and $8 at March 31, 2004 and 2003, respectively.
 
 Cash, current assets, total assets, current liabilities, and total liabilities as of March 31, 2004 and 2003, respectively, are as follows:
  March 31, 2004


March 31, 2003


Percentage
ChangeCash
$
24,445

$
8


nmTotal Current Assets

180,716


25,008


622%Total Assets

590,815


25,008


2,262%Total Current Liabilities

781,817


151,132


417%Total Liabilities
$
781,817

$
151,132


417%  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 $61,268 for the three months ended March 31, 2004, as compared to $56,493 for the same period in 2003. Negative operating cash flows during 2004 were created primarily by the continual fixed overhead costs associated with running the Parent Company as well as increased legal and accounting expenses associated with the acquisition of Skyline.
 
 Investing
 
 Net cash used by investing activities was $241,154 and $-0-, for the three months ended March 31, 2004 and 2003, respectively. Investing activities for the three months ended March 31, 2004 consisted entirely of the acquisition of net assets in the Skyline acquisition: $241,154 net assets acquired, plus $8,846 in cash.
 
 Financing
   Net cash provided by financing activities was $326,828 and $56,453, for the three months ended March 31, 2004 and 2003, respectively. Net cash provided by financing activities during the three months ended March 31, 2003 was accomplished solely by loans from company officers. In 2004, financing activities included 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.
  16
  Debt Instruments, Guarantees, and Related Covenants
 
 As of March 31, 2004 and 2003, the Company had $300,000 and $-0-, respectively, of debt instruments outstanding. During the first quarter 2004, in a private placement, the Company issued $300,000 of 10% convertible debentures, plus attached warrants to acquire 240,000 shares of Company common stock at $0.01 per share, in exchange for $300,000. The debentures are due March 1, 2005, and are convertible at the option of the holder into Company common stock at $2.00 per share. The proceeds were used to complete the Skyline acquisition and fund the Companys working capital requirements. The 10% interest rate on the convertible debentures will not add any current debt service load to the Company, as the interest is due at maturity, March 1, 2005. Interest expense for the 3 months ended March 31, 2004 of $1,836 is attributable to this debenture issue.
 
 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 intercompany accounts and transactions have been eliminated in consolidation.
 
 Off Balance Sheet Contracts
 
 At March 31, 2004 and 2003, there were no off balance sheet contracts or items to record.
  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.
  17
  PART II
 
 ITEM 1  Legal Proceedings
 
 In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.
 
 ITEM 2  Changes in Securities and Use of Proceeds
 
 In February 2004, as part of the consideration paid for our acquisition of Skyline and Core, we issued 450,000 shares of our common stock, restricted in accordance with Rule 144, to the seller. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder was an accredited investor.
 
 In February 2004, we issued 150,000 shares of our common stock, restricted in accordance with Rule 144, to a consultant for services rendered. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholder was a sophisticated purchaser.
 
 In February 2004, we issued 50,000 shares of our common stock, in a private placement, to two investors in exchange for net proceeds of $25,000. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholders were accredited investors.
 
 In February 2004, we issued $300,000 in 10% Convertible Debentures. The Debentures, which are secured by substantially all of the assets of the Company, are due March 1, 2005, and are convertible at the option of the holder into Company common stock at $2.00 per share. In connection with the issuance of the 10% Convertible Debentures, we issued warrants to acquire 240,000 shares of Company common stock at $0.01 per share. All warrants issued under the debenture offering were exercised, for a total amount of 240,000 common shares issued in the first quarter of 2004. The issuance of the Convertible Debentures and the warrants was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the shareholders were accredited investors.
 
 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
 
 Acquisition of Skyline Orthopedics, Inc.
 
 On February 11, 2004, we completed the acquisition of all of the issued and outstanding stock of Skyline Orthopedics, Inc., a California corporation (Skyline), and its wholly-owned subsidiary, Core Management Systems, Inc., a California corporation (Core), making Skyline a wholly-owned subsidiary of the Company. Skyline and Core, located in Newport Beach, California, are engaged in the marketing and distribution of durable medical equipment and billing systems to hospital networks, physician groups, and healthcare insurance providers throughout California and Nevada.
 
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 Status of Promissory Note
 
    ITEM 6  Exhibits and Reports on Form 8-K
 
 
  2.1 (1)

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

Extension Agreement dated February 10, 20042.3 (1)

Promissory Note dated February 11, 20042.4 (1)

Guaranty dated February 11, 20042.5 (1)

Security Agreement dated February 11, 20042.6 (1)

Consulting Agreement dated February 11, 20043.1 (2)

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

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

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

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

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

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

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

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

Security Agreement dated February 9, 20044.4 (1)

Warrant Agreement dated February 9, 2004




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|10.1 (8) |  | Form of Securities Purchase Agreement for 10% Convertible Debenture and Warrant Units                                                        
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
|         |  |                                                                                                                                              
|10.2 (8) |  | Form of Convertible Debenture for 10% Convertible Debenture and Warrant Units                                                                
|         |  |                                                                                                                                              
|10.3 (8) |  | Form of Security Agreement for 10% Convertible Debenture                                                                                     
|         |  |                                                                                                                                              
|10.4 (8) |  | Form of Warrant for 10% Convertible Debenture and Warrant Units                                                                              
|         |  |                                                                                                                                              
|31.1     |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                            
|         |  |                                                                                                                                              
|31.2     |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                            
|         |  |                                                                                                                                              
|32.1     |  | Chief Executive Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|         |  |                                                                                                                                              
|32.2     |  | Chief Financial Officer Certification Pursuant to 18 USC, Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.















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(3)  Incorporated by reference from Exhibit 2.2 to our Form 10-SB filed with the Commission on July 8, 1999.


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


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


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


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


(8)  Incorporated by reference from our Quarterly Report on Form 10-QSB filed with the Commission on June 25, 2004.





(b)  Reports on Form 8-K





On February 26, 2004, we filed an Item 2 Current Report on Form 8-K dated February 11, 2004 describing our acquisition of all of the issued and outstanding stock of Skyline Orthopedics, Inc., a California corporation (Skyline), and its wholly-owned subsidiary, Core Management Systems, Inc., a California corporation (Core). In this Form 8-K we stated we would be filing a subsequent Report on Form 8-K, which would include audited historical and pro forma financial statements for Skyline and Core, by April 26, 2004. Due to pending audit results we have not filed the required amended Form 8-K with the audited historical and pro forma financial statement for Skyline and Core.






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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:  August 18, 2004
Trinity3 Corporation/s/ Shannon T. SquyresBy: Shannon T. SquyresIts: Chief Executive Officer and SecretaryDated: August 18, 2004
Trinity3 Corporation/s/ Steven D. HargreavesBy: Steven D. HargreavesIts: President and Chief Financial Officer






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