<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2003

     [ ] TRANSITION REPORT PURSUANT TO 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 small business issuer as specified in its charter)

            Delaware                                       65-0884085
            --------                                       ----------
(State or other jurisdiction of                          (IRS Employer
incorporation or organization)                         Identification No.)

                  1920 Main Street, Suite 980, Irvine, CA 92614
                    (Address of principal executive offices)

                                 (949) 910-2383
                           (Issuer's telephone number)

                                       N/A

              (Former name, former address and former fiscal year,
                          if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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 [X] No [ ]

As of August 13, 2003, the number of shares of Common Stock issued and
outstanding was 9,781,773.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]

<PAGE>

                              TRINITY3 CORPORATION

                                      INDEX

                                                                     Page Number

PART I - FINANCIAL INFORMATION

Item 1.     Financial Statements                                           F-1

            Balance Sheet (Unaudited) - June 30, 2003                      F-2

            Statements of Income and Expense (Unaudited)                   F-3

            Statement of Stockholders' Equity (Deficit) (Unaudited)        F-4

            Statements of Cash Flows (Unaudited)                           F-5

            Notes to Financial Statements                                  F-7

Item 2.     Management's Discussion and Analysis of Financial
            Conditions and Results of Operations                             3

Item 3.     Controls and Procedures                                          4

PART II - OTHER INFORMATION

Item 1.     Legal Proceedings                                                5
Item 2.     Changes in Securities                                            5
Item 3.     Defaults Upon Senior Securities                                  5
Item 4.     Submission of Matters to a Vote of Security Holders              5
Item 5.     Other Information                                                5
Item 6.     Exhibits and Reports on Form 8-K                                 6

SIGNATURES                                                                   7

                                        2
<PAGE>

                                    CONTENTS

Consolidated Balance Sheets                                             F - 2

Consolidated Statements of Income and Expense                           F - 3

Consolidated Statement of Stockholders' Equity (Deficit)                F - 4

Consolidated Statements of Cash Flows                                   F - 5

Notes to Consolidated Financial Statements                              F - 7


                                      F-1

<PAGE>

                     TRINITY 3 CORPORATION AND SUBSIDIARIES
       (FORMERLY KNOWN AS ENEXI HOLDINGS, INC. AND CAIBAN HOLDINGS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                           CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                     ASSETS
                                                                          JUNE 30, 2003
                                                                           (UNAUDITED)             DECEMBER 31, 2002
                                                                       ---------------------     ----------------------
<S>                                                                    <C>                       <C>
Current assets:
    Cash                                                               $               234       $              48
    Restricted cash (Note 3)                                                     1,032,298                       -
                                                                       ---------------------     ----------------------

     Total current assets                                                        1,032,532                      48
                                                                       ---------------------     ----------------------

     Total assets                                                      $         1,032,532       $              48
                                                                       =====================     ======================

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities:
    Accounts payable                                                   $           112,157       $          87,343
    Advances from financing agreement (Note 3)                                   1,032,298                       -
    Note payable - related party                                                    41,917                   3,500
    Income tax payable                                                                 800                     800
                                                                       ---------------------     ----------------------

     Total current liabilities                                                   1,187,172                  91,643
                                                                       ---------------------     ----------------------

Stockholders' equity (Note 5):
    Preferred Stock:
      Preferred Stock, $0.0001 par value, 5,886,000 shares authorized
        and no shares issued and outstanding at June 30,
        2003 and December 31, 2002                                                       -                       -
      Convertible Series A: $0.0001 par value, 6,000,000 shares
        authorized and no shares issued and outstanding at June 30,
        2003 and December 31, 2002                                                       -                       -
      Convertible Series B: $0.0001 par value, 3,000,000 shares
        authorized, and no shares issued and outstanding at June 30,
        2003 and December 31, 2002                                                       -                       -
      Convertible Series C: $0.0001 par value, 100,000 shares
        authorized, and no shares issued and outstanding at June 30,
        2003 and December 31, 2002                                                       -                       -
      Convertible Series D: $0.0001 par value, 14,000 shares
        authorized, and no shares issued and outstanding at June 30,
        2003 and December 31, 2002                                                       -                       -
    Common Stock:
      $0.0001 par value, 2,000,000,000 shares authorized, 9,781,773
        shares issued and outstanding at June 30, 2003 and December
        31, 2002                                                                       978                     978
    Additional paid-in capital                                                       8,022                   8,022
    Accumulated deficit during development stage                                  (163,640)               (100,595)
                                                                       ---------------------     ----------------------

     Total stockholders' equity (deficit)                                         (154,640)                (91,595)
                                                                       ---------------------     ----------------------

     Total liabilities and stockholders' equity                        $         1,032,532       $              48
                                                                       =====================     ======================
</TABLE>

                 See accompanying notes to financial statements

                                      F-2
<PAGE>

                     TRINITY 3 CORPORATION AND SUBSIDIARIES
       (FORMERLY KNOWN AS ENEXI HOLDINGS, INC. AND CAIBAN HOLDINGS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                  CONSOLIDATED STATEMENTS OF INCOME AND EXPENSE
                                   (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                    FROM INCEPTION
                                                                                                                (SEPTEMBER 15, 2000)
                                     THREE MONTHS ENDED THREE MONTHS ENDED  SIX MONTHS ENDED   SIX MONTHS ENDED          THROUGH
                                        JUNE 30, 2003      JUNE 30, 2002     JUNE 30, 2003       JUNE 30, 2002        JUNE 30, 2003
                                         -----------       -----------       -----------          -----------          -----------
<S>                                      <C>               <C>               <C>                  <C>                  <C>
Revenue (Note 3)                         $    20,000       $        --       $    20,000          $        --          $    20,000

Operating expenses:
    General and administrative                48,516            54,398            83,045               54,473              182,040
                                         -----------       -----------       -----------          -----------          -----------

        Total operating expenses              48,516            54,398            83,045               54,473              182,040
                                         -----------       -----------       -----------          -----------          -----------

Loss from operations                         (28,516)          (54,398)          (63,045)             (54,473)            (162,040)
                                         -----------       -----------       -----------          -----------          -----------

Loss before provision for income taxes       (28,516)          (54,398)          (63,045)             (54,473)            (162,040)
                                         -----------       -----------       -----------          -----------          -----------

Provision for income taxes                        --                --                --                   --                1,600
                                         -----------       -----------       -----------          -----------          -----------

      Net loss                           $   (28,516)      $   (54,398)      $   (63,045)         $   (54,473)         $  (163,640)
                                         ===========       ===========       ===========          ===========          ===========

      Net loss per share                 $     (.003)      $     (.007)      $     (.006)         $     (.011)
                                         ===========       ===========       ===========          ===========
Weighted average shares outstanding        9,781,773         7,801,448         9,781,773            4,890,184
                                         ===========       ===========       ===========          ===========
</TABLE>


                 See accompanying notes to financial statements

                                      F-3
<PAGE>

                     TRINITY 3 CORPORATION AND SUBSIDIARIES
       (FORMERLY KNOWN AS ENEXI HOLDINGS, INC. AND CAIBAN HOLDINGS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          PREFERRED STOCK                  COMMON STOCK
                                      -------------------------    ------------------------------     ADDITIONAL
                                        NUMBER          PAR           NUMBER            PAR             PAID-IN
                                       OF SHARES       VALUE        OF SHARES          VALUE            CAPITAL
                                      ------------    ---------    -------------    -------------    --------------

<S>                                   <C>             <C>             <C>           <C>              <C>
Balance at inception -
   September 15, 2000                       -         $    -                  -     $        -       $          -

Issuance of stock for cash                  -              -          3,000,000          3,000              6,000

Net loss                                    -              -                  -              -                  -
                                      ------------    ---------    -------------    -------------    --------------

Balance at December 31, 2000                -              -          3,000,000          3,000              6,000
                                      ------------    ---------    -------------    -------------    --------------

Net loss                                    -              -                  -              -                  -
                                      ------------    ---------    -------------    -------------    --------------

Balance, December 31, 2001                  -              -          3,000,000          3,000              6,000
                                      ------------    ---------    -------------    -------------    --------------
Shares issued for common stock              -              -         39,176,000          3,918             (3,918)
Adjusting entries to reflect
   reverse acquisition                      -              -          6,732,864         (2,026)             2,026
1 for 5 reverse stock split                 -              -        (39,127,091)        (3,914)             3,914
Net loss                                    -              -                  -              -                  -
                                      ------------    ---------    -------------    -------------    --------------

Balance, December 31, 2002                  -              -          9,781,773            978              8,022
                                      ------------    ---------    -------------    -------------    --------------

Net loss (unaudited)                        -              -                  -              -                  -
                                      ------------    ---------    -------------    -------------    --------------

Balance, June 30, 2003 (unaudited)          -         $    -          9,781,773     $      978       $      8,022
                                      ============    =========    =============    =============    ==============
<CAPTION>
                                           DEFICIT
                                         ACCUMULATED              TOTAL
                                      DURING DEVELOPMENT      STOCKHOLDERS'
                                            STAGE            EQUITY (DEFICIT)
                                     -------------------   -------------------
<S>                                  <C>                   <C>
Balance at inception -
   September 15, 2000                 $            -        $            -

Issuance of stock for cash                         -                 9,000

Net loss                                      (1,735)               (1,735)
                                      -------------------   -------------------

Balance at December 31, 2000                  (1,735)                7,265
                                      -------------------   -------------------

Net loss                                        (820)                 (820)
                                      -------------------   -------------------

Balance, December 31, 2001                    (2,555)                6,445
                                      -------------------   -------------------
Shares issued for common stock                     -                     -
Adjusting entries to reflect
   reverse acquisition                             -                     -
1 for 5 reverse stock split                        -                     -
Net loss                                     (98,040)              (98,040)
                                      -------------------   -------------------

Balance, December 31, 2002                  (100,595)              (91,595)
                                      -------------------   -------------------

Net loss (unaudited)                         (63,045)              (63,045)
                                      -------------------   -------------------

Balance, June 30, 2003 (unaudited)    $     (163,640)       $     (154,640)
                                      ===================   ===================
</TABLE>
                 See accompanying notes to financial statements

                                      F-4
<PAGE>

                     TRINITY 3 CORPORATION AND SUBSIDIARIES
       (FORMERLY KNOWN AS ENEXI HOLDINGS, INC. AND CAIBAN HOLDINGS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                                               CUMULATIVE AMOUNTS
                                                                                                                FROM INCEPTION
                                                            SIX MONTHS ENDED         SIX MONTHS ENDED        (SEPTEMBER 15, 2000)
                                                              JUNE 30, 2003           JUNE 30, 2002         THROUGH JUNE 30, 2003
                                                         ----------------------   ---------------------   -------------------------

<S>                                                        <C>                     <C>                             <C>
    Cash flows provided by operating activities:
      Net loss                                             $         (63,045)      $         (54,473)      $          (163,640)
                                                         ----------------------   ---------------------   -------------------------
    Adjustment to reconcile net loss to cash used by
       operations:                                                         -                       -                         -
    Changes in assets and liabilities:
      Increase in restricted cash                                 (1,032,298)                      -                (1,032,298)
      Increase in accounts payable                                    24,814                  49,834                   112,157
      Increase in advances                                         1,032,298                       -                 1,032,298
      Increase (decrease) in income tax payable                            -                    (800)                      800
                                                         ----------------------   ---------------------   -------------------------

        Total adjustments                                             24,815                  49,034                   112,957
                                                         ----------------------   ---------------------   -------------------------

        Net cash used by operations                                  (38,230)                 (5,439)                  (50,683)
                                                         ----------------------   ---------------------   -------------------------

    Cash flows provided by financing activities:
      Proceeds from note payable - related party                      38,417                       -                    41,917
      Payment of note payable - related party                              -                       -                         -
      Issuance of common stock                                             -                       -                     9,000
                                                         ----------------------   ---------------------   -------------------------

        Net cash provided by financing activities                     38,417                       -                    50,917
                                                         ----------------------   ---------------------   -------------------------

        Net increase (decrease) in cash                                  186                  (5,439)                      234

    Cash, beginning of period                                             48                   7,245                         -
                                                         ----------------------   ---------------------   -------------------------

    Cash, end of period                                    $             234       $           1,806       $               234
                                                         ======================   =====================   =========================
</TABLE>

                 See accompanying notes to financial statements


                                      F-5
<PAGE>

                     TRINITY 3 CORPORATION AND SUBSIDIARIES
       (FORMERLY KNOWN AS ENEXI HOLDINGS, INC. AND CAIBAN HOLDINGS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
                                   (UNAUDITED)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                            CUMULATIVE AMOUNTS
                                                                                                               FROM INCEPTION
                                                                                                           (SEPTEMBER 15, 2000)
                                                           SIX MONTHS ENDED        SIX MONTHS ENDED               THROUGH
                                                            JUNE 30, 2003            JUNE 30, 2002             JUNE 30, 2003
                                                         ---------------------    --------------------    -------------------------
<S>                                                      <C>                      <C>                      <C>
SUPPLEMENTAL DISCLOSURES OF NON-CASH OPERATING,
    INVESTING, AND FINANCING ACTIVITIES
Issuance of stock for net assets acquired                  $               -       $         3,918         $              3,918
                                                         =====================    ====================    =========================
</TABLE>

                 See accompanying notes to financial statements



                                      F-6
<PAGE>

                     TRINITY 3 CORPORATION AND SUBSIDIARIES
       (FORMERLY KNOWN AS ENEXI HOLDINGS, INC. AND CAIBAN HOLDINGS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
--------------------------------------------------------------------------------


1.       INTERIM FINANCIAL INFORMATION

         The financial statements of Trinity 3 Corporation and Subsidiaries (the
         Company) as of June 30, 2003 and for the six months ended June 30, 2003
         and 2002 and from inception (September 15, 2000) through June 30, 2003,
         and related footnote information are unaudited. All adjustments
         (consisting only of normal recurring adjustments) have been made which,
         in the opinion of management, are necessary for a fair presentation.
         Results of operations for the six months ended June 30, 2003 and from
         inception (September 15, 2000) through June 30, 2003, are not
         necessarily indicative of the results that may be expected for any
         future period. The balance sheet at December 31, 2002 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, 2002.

2.       BASIS OF PRESENTATION

         The consolidated financial statements include the accounts of the
         Company and its Subsidiaries. All material intercompany balances and
         intercompany transactions have been eliminated.

3.       ESTABLISHMENT OF SUBSIDIARY AND FINANCING ARRANGEMENT

         The Company established a wholly-owned subsidiary, Trinity3 Acceptance
         Corporation, (TAC) a California corporation, on March 28, 2003, as a
         financing subsidiary which will facilitate payments between Trinity3
         Corporation, it suppliers and its customers.

         In April of 2003, TAC entered into an agreement with a vendor supplying
         a major retailer to facilitate the financing of the production of
         certain finished goods. The line calls for the major retailer to
         provide a minimum of $4,000,000 of financing during the year 2003, and
         TAC to distribute these funds, less certain costs, to the vendor to
         finance the production. The major retailer has provided $4,098,518 in
         financing through June 30, 2003 and TAC has distributed $3,066,220 to
         suppliers to produce the finished goods. TAC earned $20,000 in
         financing service fees during the three months ended June 30, 2003.


                                      F-7
<PAGE>

                     TRINITY 3 CORPORATION AND SUBSIDIARIES
       (FORMERLY KNOWN AS ENEXI HOLDINGS, INC. AND CAIBAN HOLDINGS, INC.)
                          (A DEVELOPMENT STAGE COMPANY)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                             JUNE 30, 2003 AND 2002
--------------------------------------------------------------------------------

4.       STOCK OPTIONS

         In May 2003, the Company adopted a stock option plan, 2003 Incentive
         and Nonstatutory Stock Option Plan, under which 5,000,000 shares of
         common stock are available for issuance with respect to awards granted
         to employees, directors, or consultants of the Company. The options may
         be exercised at not less than 100% of the fair market value of the
         shares on the date of grant or 110% for a 10% or greater shareholder.
         The options expire after 10 years from the date of grant. The options
         are exercisable at least one year from the date granted, unless
         otherwise determined by the Company's Board of Directors, and no less
         than 20% of each stock option grant shall become exercisable annually,
         and are subject to restrictions on transfer and repurchase.

         In May of 2003, the Company granted 5,000,000 incentive stock options
         to officers and stockholders with an exercise price of $0.011 per
         share. The stock options vest immediately and have an option exercise
         period of ten years.

5.       CAPITAL STOCK

         CONVERTIBLE SERIES C PREFERRED STOCK

         The features of the Convertible Series C Preferred Stock were amended
         in May of 2003, the features now include a) a liquidation preference b)
         a right to convert each share of Series C Preferred Stock into
         16,019.52 shares of Common Stock, c) no rights to vote in any matter
         which may be voted upon by holder's of Common Stock, d) no eligibility
         to any dividends declared by the Company's Board of Directors, e)
         antidilutive provisions


                                      F-8


<PAGE>

ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
financial statements, including the notes thereto, appearing elsewhere in this
Report.

FORWARD-LOOKING STATEMENTS

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINS STATEMENTS RELATING TO FUTURE
RESULTS OF THE COMPANY (INCLUDING CERTAIN PROJECTIONS AND BUSINESS TRENDS) THAT
ARE "FORWARD-LOOKING STATEMENTS" AS DEFINED IN THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE PROJECTED AS
A RESULT OF CERTAIN RISKS AND UNCERTAINTIES, INCLUDING BUT NOT LIMITED TO
CHANGES IN POLITICAL AND ECONOMIC CONDITIONS, DEMAND FOR AND MARKET ACCEPTANCE
OF NEW AND EXISTING PRODUCTS, AS WELL AS OTHER RISKS AND UNCERTAINTIES DETAILED
FROM TIME TO TIME IN THE FILINGS OF THE COMPANY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

OVERVIEW

Trinity3 Corporation is a holding company with Caiban Holdings, Inc. ("Caiban")
and Trinity3 Acceptance Corporation ("TAC") as its wholly owned operating
subsidiaries. Caiban has established an online procurement system for small-
to-medium sized manufacturing firms, as well as other businesses in Hong Kong
and China, intending to capitalize on the marriage of increased capital
production and a rapidly growing online environment in Asia. With operations
hubs in Hong Kong and the U.S., as well as by utilizing management's experience
in Chinese business practices and etiquette, Caiban intends to unite users of
higher-end capital goods in Hong Kong and China with sellers of these goods from
around the world. Caiban's value proposition is to deliver these much needed
goods at lower cost (both product and transportation) with faster delivery
times. Trinity3 Acceptance Corporation, a California corporation, is a wholly-
owned subsidiary established March 28, 2003 as a financing subsidiary to
facilitate payments between Trinity3 Corporation, it suppliers and its
customers, both domestically and internationally.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, our selected
financial information:

<TABLE>
<CAPTION>
---------------------------------------- ---------------------------------- ---------------------------------
                                                Six months Ended                 Six months Ended
                                                  June 30, 2003                     June 30, 2002
                                                   (unaudited)                     (unaudited)
---------------------------------------- ---------------------------------- ---------------------------------
<S>                                      <C>                                   <C>
Statement of Operations Data:
---------------------------------------- ---------------------------------- ---------------------------------
Revenue                                  $   20,000                            $       -
---------------------------------------- ---------------------------------- ---------------------------------
Net Loss                                 $  (63,045)                           $  (54,473)
---------------------------------------- ---------------------------------- ---------------------------------
Net Loss Per Share                       $    (.006)                           $    (.011)
---------------------------------------- ---------------------------------- ---------------------------------
Balance Sheet Data:
---------------------------------------- ---------------------------------- ---------------------------------
Current Assets                           $ 1,032,532                           $    1,806
---------------------------------------- ---------------------------------- ---------------------------------
Total Assets                             $ 1,032,532                           $    1,806
---------------------------------------- ---------------------------------- ---------------------------------
Total Current Liabilities                $ 1,187,172                           $   49,834
---------------------------------------- ---------------------------------- ---------------------------------
Accumulated Deficit                      $  (163,640)                          $  (57,028)
---------------------------------------- ---------------------------------- ---------------------------------
Stockholders Equity (Deficit)            $  (154,640)                          $  (48,028)
---------------------------------------- ---------------------------------- ---------------------------------
</TABLE>

                                        3

<PAGE>

THREE MONTHS ENDED JUNE 30, 2003 (UNAUDITED) COMPARED TO THREE MONTHS ENDED JUNE
30, 2002 (UNAUDITED)

REVENUES/COST OF SALES

Our operating subsidiary, TAC, generated $20,000 in revenues for the three
months ended June 30, 2003, as compared to $-0- for the same period in 2002.

OPERATING EXPENSES

Operating expenses were $48,516 for the three months ended June 30, 2003
compared to $54,398 for the three months ended June 30, 2002, due to a reduction
in required outside legal and audit work.

NET LOSS

We experienced a net loss of $28,516 for the three months ended June 30, 2003 as
compared to a net loss of $54,398 for the three months ended June 30, 2002.

SIX MONTHS ENDED JUNE 30, 2003 (UNAUDITED) COMPARED TO SIX MONTHS ENDED JUNE 30,
2002 (UNAUDITED)

REVENUES/COST OF SALES

Our operating subsidiary, TAC, generated $20,000 in revenues for the six months
ended June 30, 2003, as compared to $-0- for the same period in 2002.

OPERATING EXPENSES

Operating expenses were $83,045 for the six months ended June 30, 2003 compared
to $54,473 for the six months ended June 30, 2002, due to the ramping up of the
Company's business plan.

NET LOSS

We experienced a net loss of $63,045 for the six months ended June 30, 2003 as
compared to a net loss of $54,473 for the six months ended June 30, 2002.

LIQUIDITY AND CAPITAL RESOURCES

Cash totaled $234 and $1,806 at June 30, 2003 and 2002, respectively. Net cash
used by operations was $38,230 for the six months ended June 30, 2003 compared
to net cash used by operations of $5,439 for the six months ended June 30, 2002.

We believe that we will have sufficient cash flow to continue 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 sales by our wholly-owned 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.

ITEM 3. CONTROLS AND PROCEDURES

Our Chief Executive Officer, President, and Chief Financial Officer (the
"Certifying Officers") are responsible for establishing and maintaining
disclosure controls and procedures for the Company. The Certifying Officers have
designed such disclosure controls and procedures to ensure that material
information is made known to them, particularly during the period in which this
report was prepared. The Certifying Officers have evaluated the effectiveness of
the Company's disclosure controls and procedures within 90 days of the date of
this report and believe that the Company's disclosure controls and procedures
are effective based on the required evaluation. There have been no significant
changes in internal controls or in other factors that could significantly affect
internal controls subsequent to the date of their evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.

                                        4

<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

To the best knowledge of management, there are no legal proceedings pending or
threatened against the Company.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

In May of 2003, the Company granted 5,000,000 incentive stock options to
officers and stockholders with an exercise price of $0.011 per share. The stock
options vest immediately and have an option exercise period of ten years.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.
                                        5

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:

1. The following Exhibits are filed herein:

 No.        Title

99.1        Certification of Chief Executive Officer Pursuant to the Securities
            Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002

99.1        Certification of Chief Financial Officer Pursuant to the Securities
            Exchange Act of 1934, Rules 13a-14 and 15d-14, as adopted pursuant
            to Section 302 of the Sarbanes-Oxley Act of 2002

99.2        Certification Pursuant to 18 U.S.C. Section 1350, as
            Adopted Pursuant to Section 906 of the Sarbanes-Oxley
            Act of 2002

2. Reports on Form 8-K filed: None.

                                        6

<PAGE>

                                   SIGNATURES

In accordance with the Exchange Act, the registrant caused this report to be
signed on its behalf by the undersigned, duly authorized.

DATED: August 13, 2003        Trinity3 Corporation

                                      /s/ Shannon T. Squyres
                                      ------------------------------------------
                                      By: Shannon T. Squyres
                                      Its: Chief Executive Officer and Secretary
                                      (Principal Executive Officer)

DATED: August 13, 2003        Trinity3 Corporation

                                      /s/ Steven D. Hargreaves
                                      ------------------------------------------
                                      By: Steven D. Hargreaves
                                      Its: President and Chief Financial Officer
                                      (Principal Financial Officer and
                                      Principal Accounting Officer)

                                        7