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


**Washington, D.C. 20549**








**Form 10-QSB**








|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
|- | ---------------------------------------------------------------------

| | ACT OF 1934
| | -----------




**For the quarterly period ended September 30, 2004**








|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.)
|----------------------------------------------------------------------------------------------- | ---------------------------------------------------
|**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 o No x








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





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








**Applicable only to corporate issuers**





State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date. As of November 1, 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 o  No x














****


****


**Trinity3 Corporation** **TABLE OF CONTENTS**











PART IITEM 1
Financial Statements
3ITEM 2
Management's Discussion and Analysis or Plan of Operations
14ITEM 3
Controls and Procedures
19PART IIITEM 1
Legal Proceedings
20ITEM 2
Changes in Securities and Use of Proceeds
20ITEM 3
Defaults Upon Senior Securities
20ITEM 4
Submission of Matters to a Vote of Security Holders
20ITEM 5
Other Information
20ITEM 6
Exhibits and Reports on Form 8-K
21




2





****


**PART I**





This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the Exchange Act). These statements are based on management's beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning possible or assumed future results of operations of the Company set forth under the heading Management's Discussion and Analysis of Financial Condition or Plan of Operation. Forward-looking statements also include statements in which words such as expect, anticipate, intend, plan, believe, estimate, consider or similar expressions are used.





Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties and assumptions. The Company's future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.





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








3


**Trinity3 Corporation and Subsidiaries**


**(Formerly known as eNexi Holdings, Inc. and Caiban Holdings, Inc.)**


**CONSOLIDATED BALANCE SHEETS**





**ASSETS**


|****                                                                       |  |   | **September 30, 2004****(unaudited)** |   |   | **December 31, 2003** | 
|-------------------------------------------------------------------------- |  | - | ------------------------------------- | - | - | --------------------- | 
|Current assets:                                                            |  |   |                                       |   |   |                       | 
|Cash                                                                       |  | $ | 23,029                                |   | $ | 39                    | 
|Accounts receivable (net of allowance for doubtful accounts of $39,633 and |  |   |                                       |   |   | -                     | 
|$-0-, at September 30, 2004 and December 31, 2003, respectively)           |  |   | 127,611                               |   |   | -                     | 
|Inventory                                                                  |  |   | 71,114                                |   |   | -                     | 
|Total current assets                                                       |  |   | 221,754                               |   |   | 39                    | 
|                                                                           |  |   |                                       |   |   |                       | 
|Property, plant and equipment                                              |  |   | 173,882                               |   |   | -                     | 
|Less: accumulated depreciation                                             |  |   | (27,295                               | ) |   | -                     | 
|                                                                           |  |   | 146,587                               |   |   | -                     | 
|                                                                           |  |   |                                       |   |   |                       | 
|Goodwill (Note 4)                                                          |  |   | 253,250                               |   |   | -                     | 
|                                                                           |  |   |                                       |   |   |                       | 
|Total assets                                                               |  | $ | 621,591                               |   | $ | 39                    | 







**LIABILITIES AND STOCKHOLDERS EQUITY**





|Current liabilities:                                               |  |   |          |   |  
|------------------------------------------------------------------ |  | - | -------- | - | -
|Accounts payable                                                   |  | $ | 233,635  |   | $
|Accrued expenses                                                   |  |   | 16,877   |   |  
|Note payable - related party                                       |  |   | 63,168   |   |  
|Income tax payable                                                 |  |   | 1,600    |   |  
|Note payable - (Note 4)                                            |  |   | 250,000  |   |  
|Convertible debentures - (Note 3)                                  |  |   | 300,000  |   |  
|Total current liabilities                                          |  |   | 865,280  |   |  
|                                                                   |  |   |          |   |  
|Stockholders equity: (Notes 3 and 4)                              |  |   |          |   |  
|Common Stock:                                                      |  |   |          |   |  
|$0.0001 par value, 2,000,000,000 shares authorized, 11,411,773 and |  |   |          |   |  
|10,221,773 shares issued and outstanding at September 30, 2004 and |  |   |          |   |  
|December 31, 2003, respectively.                                   |  |   | 1,141    |   |  
|Additional paid-in capital                                         |  |   | 97,659   |   |  
|Common Stock Subscribed, 650,000 shares                            |  |   | 6,500    |   |  
|Accumulated deficit                                                |  |   | (348,989 | ) |  
|Total stockholders equity (deficit)                               |  |   | (243,689 | ) |  
|                                                                   |  |   |          |   |  
|Total liabilities and stockholders equity                         |  | $ | 621,591  |   | $
















*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**
**September 30** | **Nine months ended**
**September 30**
|------------------------------------------------------------------------ |  | --------------------------------------- | --------------------------------------
|                                                                         |  |                                         | **2004**                              
|Revenues                                                                 |  | $                                       | 317,680                               
|Cost of goods sold                                                       |  |                                         | 127,020                               
|Gross profit                                                             |  |                                         | 190,660                               
|Operating expenses:                                                      |  |                                         |                                       
|General and administrative                                               |  |                                         | 189,442                               
|Depreciation                                                             |  |                                         | 10,493                                
|Income (loss) from operations before                                     |  |                                         |                                       
|interest and provision for income taxes                                  |  |                                         | (9,275                                
|Interest expense                                                         |  |                                         | 7,559                                 
|Loss before provision for income taxes                                   |  |                                         | (16,834                               
|Provision for taxes                                                      |  |                                         | -                                     
|Net loss                                                                 |  | $                                       | (16,834                               
|Loss per share - basic and diluted                                       |  | $                                       | (.00                                  
|Weighted average number of common shares outstanding - basic and diluted |  |                                         | 11,411,773                            









*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** |  
|Balance at December 31, 2002                  |  |                              | 9,781,773  |            | $ | 978                                    |  
|Shares issued for cash                        |  |                              | 100,000    |            |   | 10                                     |  
|Shares issued for services                    |  |                              | 340,000    |            |   | 34                                     |  
|Net loss                                      |  |                              | -          |            |   | -                                      |  
|Balance at December 31, 2003                  |  |                              | 10,221,773 |            |   | 1,022                                  |  
|Shares issued for acquisition (Note 4)        |  |                              | 450,000    |            |   | 45                                     |  
|Shares issued for cash: (Note 3)              |  |                              |            |            |   |                                        |  
|private placement of stock                    |  |                              | 50,000     |            |   | 5                                      |  
|warrant exercise under debentures             |  |                              | 240,000    |            |   | 24                                     |  
|Shares issued for services (Note 3)           |  |                              | 550,000    |            |   | 55                                     |  
|Shares subscribed, not issued, 650,000 shares |  |                              |            |            |   |                                        |  
|(Note 3)                                      |  |                              | -          |            |   | -                                      |  
|Shares cancelled                              |  |                              | (100,000   | )          |   | (10                                    | )
|Net loss                                      |  |                              | -          |            |   | -                                      |  
|Balance at September 30, 2004 - Unaudited     |  |                              | 11,411,773 |            | $ | 1,141                                  |  







*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)**





|****                                                                        |  | **Nine months ended**
**September 30**
|--------------------------------------------------------------------------- |  | --------------------------------------
|                                                                            |  |                                       
|Cash flows from operating activities:                                       |  |                                       
|Net loss                                                                    |  | $                                     
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                                       
|Depreciation                                                                |  |                                       
|Shares issued/subscribed for services                                       |  |                                       
|Shares cancelled, previously issued for services                            |  |                                       
|Changes in current assets and current liabilities:                          |  |                                       
|(Increase) decrease restricted cash                                         |  |                                       
|(Increase) decrease deposits                                                |  |                                       
|(Increase) decrease accounts receivable, net                                |  |                                       
|(Increase) decrease inventory                                               |  |                                       
|Increase (decrease) accounts payable                                        |  |                                       
|Increase (decrease) advances                                                |  |                                       
|Increase (decrease) accrued expenses                                        |  |                                       
|Increase (decrease) taxes payable                                           |  |                                       
|Net cash provided (used) by operating activities                            |  |                                       
|                                                                            |  |                                       
|Cash flows from investing activities:                                       |  |                                       
|Net purchases of new equipment                                              |  |                                       
|Acquisition of net assets, less cash balance (Note 4)                       |  |                                       
|Net cash provided (used) by investing activities                            |  |                                       
|                                                                            |  |                                       
|Cash flows from financing activities:                                       |  |                                       
|Proceeds from note payable - related party                                  |  |                                       
|Issuance of common stock:                                                   |  |                                       
|For cash                                                                    |  |                                       
|Warrants exercised                                                          |  |                                       
|Issuance of debentures                                                      |  |                                       
|Net cash provided (used) by financing activities                            |  |                                       
|                                                                            |  |                                       
|Net increase (decrease) in cash                                             |  |                                       
|Cash, beginning of period                                                   |  |                                       
|Cash, end of period                                                         |  | $                                     










*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)**













**Nine months ended****September 30**2004

2003Supplemental disclosures of non-cash operating, investing, and financing activitiesIssuance of common stock for acquisition

$
4,500

$
-Issuance of note payable for acquisition

$
250,000

$
-Issuance of common stock for services

$
4,500

$
-Common stock subscribed for services

$
6,500

$
-







*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 (UNAUDITED)**
**SEPTEMBER 30, 2004 AND 2003****


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





The financial statements of Trinity3 Corporation and Subsidiaries (the Company) as of September 30, 2004 and for the three and nine months ended September 30, 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 nine months ended September 30, 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 the Companys Annual Report on form 10-KSB.





Certain information and footnote disclosures, normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America, have been omitted. These financial statements should be read in conjunction with the Companys Annual Report on form 10-KSB for the year ended December 31, 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, 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 nine months ended September 30, 2004 and 2003 was $27,785 and $-0-, respectively.


****


9


****Trinity3 Corporation and Subsidiaries**
**(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
**SEPTEMBER 30, 2004 AND 2003****


**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 3 years from the date of issuance of the unit. At September 30, 2004, 50,000 of both A and B warrants were issued and outstanding.





**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 $12,000 for the nine months ended September 30, 2004.  650,000 shares, valued at $6,500, have been earned but are unissued as of September 30, 2004 and are shown as subscribed shares in the financial statements.





**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. As of September 30, 2004, none of the warrants have been exercised.





**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 nine months and year ended September 30, 2004 and December 31, 2003, respectively.





**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:








10





******
**Trinity3 Corporation and Subsidiaries**
**(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
**SEPTEMBER 30, 2004 AND 2003****


|§ | $250,000 in cash at the closing
|- | -------------------------------

|§ | Issuance 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:*





|                            |  |   |        
|--------------------------- |  | - | -------
|Cash                        |  | $ | 8,846  
|Accounts receivable, Net    |  |   | 101,014
|Inventory                   |  |   | 45,158 
|Property and equipment, FMV |  |   | 163,479
|Goodwill                    |  |   | 253,250
|Total cost of acquisition   |  |   | 571,747
|Less: liabilities assumed   |  |   | (67,247
|Net consideration paid      |  | $ | 504,500




*Consideration paid:*





|                              |  |   |         | 
|----------------------------- |  | - | ------- | 
|Cash                          |  | $ | 250,000 | 
|Note Payable                  |  |   | 250,000 | 
|Stock Issued (450,000 shares) |  |   | 4,500   | 
|Net consideration paid        |  | $ | 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.





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







****Trinity3 Corporation and Subsidiaries**
**(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
**SEPTEMBER 30, 2004 AND 2003****


5.  **PRO FORMA**




The following tables represent restated pro forma results as if the acquisition of Skyline had occurred on January 1, 2003. These pro forma financial statements make certain assumptions as outlined below and are based upon such assumptions. These pro forma statements are not necessarily indicative of past results, and actual past results may vary from these pro forma statements.


**


*Unaudited Pro forma Consolidated Income Statements, Trinity3 and Skyline, 2004 vs. 2003:*


**Three months ended****September 30, 2004**

**Three months ended****September 30, 2003******


**Skyline**


**Trinity3**


**Combined**


**Skyline**


**Trinity3**


**Combined**Revenues (a)

$
317,680


-

$
317,680

$
345,640


-

$
345,640Cost of goods sold


127,020


-


127,020


194,344


-


194,344Gross profit


190,660


-


190,660


151,296


-


151,296Operating expenses:General and administrative (b)


135,949


53,493


189,442


132,726


51,030


183,756Depreciation (c)


8,174





8,174


8,174


-


8,174Earnings (loss) before interest & taxes


46,537


(53,493
)

(6,956
)

10,396


(51,030
)

(40,634
)Interest expense (d)


-


7,500


7,500


-


7,500


7,500Provision for income taxes (e)


-


-


-


-


-


-Net Income (loss)

$
46,537


(60,993
)
$
(14,456
)
$
10,396


(58,530
)
$
(48,134
)Earnings (loss) per share-basicand diluted

$
-


-

$
0.00

$
-


-

$
0.00


**Nine months ended****September 30, 2004**

**Nine months ended****September 30, 2003******


**Skyline**


**Trinity3**


**Combined**


**Skyline**


**Trinity3**


**Combined**Revenues (a)

$
1,019,698


-

$
1,019,698

$
1,175,515


20,000

$
1,195,515Cost of goods sold


514,234


-


514,234


670,096


-


670,096Gross profit


505,464


-


505,464


505,419


20,000


525,419Operating expenses:General and administrative (b)


423,970


189,237


613,207


422,256


134,075


556,331Depreciation (c)


24,522


-


24,522


24,522


-


24,522Earnings (loss) before interest & taxes


56,972


(189,237
)

(132,265
)

58,641


(114,075
)

(55,434
)Interest expense (d)


-


22,500


22,500


-


22,500


22,500Provision for income taxes (e)


-


-


-


-


-


-Net Income (loss)

$
56,972


(211,737
)
$
(154,765
)
$
58,641


(136,575
)
$
(77,934
)Earnings (loss) per share-basicand diluted

$
-


-

$
(0.01
)
$
-


-

$
(0.01
)
  In preparing the pro forma statements, the following assumptions were applied:


(a)
assumption is that acquisition takes place, 01/01/03, and all reported revenues are from 01/01/03 forward.




(b)
previous owner's salary for period 01/01/03 to 2/11/04, date of acquisition, is backed out to zero.  (c)
assumes entire $163,479 Fair Market Value of Property Plant & Equipment on acquisition date of 02/11/04 is acquired on 01/01/03 and is depreciated over a subsequent 60 month life. This is $8,174 per calendar quarter.




| | (d) | assumes $300,000, 10% subordinated debentures issued on 01/01/03. Interest expense is $7,500 per calendar quarter.
| | --- | ------------------------------------------------------------------------------------------------------------------




| | (e) | income tax expense provision is $-0- because of net loss.
| | --- | ---------------------------------------------------------



12


******Trinity3 Corporation and Subsidiaries**
**(Formerly known as eNexi Holdings, Inc. and CaiBan Holdings, Inc.)**
**NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)**
**SEPTEMBER 30, 2004 AND 2003******


**6.**  **2004 STOCK OPTION PLAN**





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 Annual Report on form 10-KSB for the year ended December 31, 2003.





No grants have occurred to date under the 2004 Plan.


**7.**  **SEGMENT INFORMATION**







Trinity3 currently is divided into three business segments: Healthcare, Consumer Products and East Asian Import Export. Consumer Products and East Asian Import Export segments are  currently not reportable segments, as neither their operations, nor assets, meet the 10% threshold requirements of SFAS 131. East Asian Import Export is currently inactive.  The Healthcare segment is anchored by Skyline
Orthopedics, Inc. (Skyline) as described more fully in Note 4. The Healthcare segment is engaged in the marketing and distribution of durable medical equipment and billing systems, to hospitals, physician groups, and healthcare insurance providers in California and Nevada. The segments products include Continuous Passive Motion (CPM) equipment, and a wide variety of orthopedic soft goods, including braces and supports for arms, elbows, knees and legs. The following table breaks out reportable information for the Healthcare segment, for the three and nine month periods ended September 30, 2004:




***Healthcare Segment Operations:***

**Three months ended****September 30**

**Nine months ended****September 30****2004**


**2003**


**2004**


**2003**Revenues

$
317,680

$
-

$
884,585

$
-Cost of goods sold


127,020


-


415,375


-Gross profit


190,660


-


469,210


-Operating expenses:General and administrative


135,949


-


343,654


-Segment operating earnings

$
54,711

$
-

$
125,556

$
-***Healthcare Segment Assets:***Total assets

$
621,198

$
-

$
621,198

$
-







Segment Reporting does not include depreciation and income taxes attributable to the segment, nor does it include corporate general, administrative, and interest expense. The following table reconciles Segment Operating Earnings to Consolidated Earnings (Loss) for the three and nine month periods ended September 30, 2004:











|***Reconciliation of Segment Operations to Consolidated Earnings (Loss):*** |  | **Three months ended****September 30** |          | **Nine months ended****September 30** |  
|--------------------------------------------------------------------------- |  | -------------------------------------- | -------- | ------------------------------------- | -
|                                                                            |  |                                        | **2004** |                                       |  
|Segment operating earnings                                                  |  | $                                      | 54,711   |                                       | $
|Segment depreciation                                                        |  |                                        | (10,493  | )                                     |  
|Income taxes                                                                |  |                                        | -        |                                       |  
|Corporate general and administrative expenses                               |  |                                        | (53,493  | )                                     |  
|Corporate interest expense                                                  |  |                                        | (7,559   | )                                     |  
|Consolidated earnings (Loss)                                                |  | $                                      | (16,834  | )                                     | $






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





**Disclaimer Regarding Forward Looking Statements**





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





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





**Summary Overview**





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





Our Healthcare division is anchored by our subsidiary, Skyline Orthopedics, Inc., and its subsidiary, Core Management Services, Inc., both of which were acquired on February 11, 2004. 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.





Our Consumer Products division is anchored by our subsidiary, Trinity3 Acceptance Corp, which is a financing subsidiary set up to facilitate payments between Trinity3 Corporation, its customers and its suppliers. Trinity3 Acceptance produced minimal revenue of $20,000 in 2003 and no revenues through the third quarter of 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.


Our East Asian Import Export division is operated through our subsidiary, Caiban Holdings, Inc. 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 third quarter 2004 versus 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 September 30, 2004 reflect this change in operations. Our consolidated revenues for the three months ended September 30, 2004 were $317,680 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 third quarter 2004 operating expenses are larger because of the larger base of fixed costs associated with our company and our recently acquired operating subsidiaries. As a result, our operating expenses during the third quarter 2004 of $189,442 were
significantly greater than the same period in 2003 of $51,030. Our corporate expenses, including general, administrative, and net interest expense items, totaled $61,052, contributing to a consolidated third quarter loss of ($16,834).  However, our Healthcare segment contributed earnings of $54,711 during the third quarter.  14


**Three months ended September 30, 2004 compared to three months ended September 30, 2003 (unaudited)**





Revenues, Expenses and Loss from Consolidated Operations







Our revenues, cost of goods sold, general and administrative expenses, and loss from consolidated operations for the three months ended September 30, 2004 and 2003, respectively, are as follows:





|****                              |  | **Three months ended**
**September 30**
|--------------------------------- |  | ---------------------------------------
|                                  |  |                                        
|Revenue                           |  | $                                      
|Cost of Goods Sold                |  |                                        
|Gross Profit                      |  |                                        
|General & Administrative Expenses |  |                                        
|Interest, Depreciation and Taxes  |  |                                        
|Net Loss                          |  | $                                      




Revenues





Revenues for the three months ended September 30, 2004 were $317,680 compared to $-0- for the same period in 2003. This increase in 2004 is due to the operations acquired in the Skyline acquisition. The operations of Skyline and Core accounted for $317,680, or 100%, of our revenues for the three months ended September 30, 2004.





Cost of Goods Sold





Cost of goods sold was $127,020 for the three months ended September 30, 2004 compared to $-0- for the same period in 2003. This increase in 2004 is due to the operations acquired in the Skyline acquisition. The cost of goods sold for Skyline and Core were $127,020, or 100%, of our total cost of goods sold for the three months ended September 30, 2004.





Operating, General and Administrative Expenses





General and administrative expenses were $189,442 for the three months ended September 30, 2004 as compared to $51,030 for the same period in 2003, an increase of 271%. This increase in 2004 is due to the operations acquired in the Skyline acquisition.





Net Loss





The Company experienced a consolidated net loss of ($16,834) for the three months ended September 30, 2004 compared to a net loss of ($51,030) for the same period in 2003, a decrease of 67%. Contributing to this narrowing in net loss was the profitable operations of Skyline Orthopedics, acquired in February 2004. Conversely, our larger corporate expenses, including general, administrative, and net interest expense items continued to keep consolidated earnings below the breakeven mark.





15


**Nine months ended September 30, 2004 compared to nine months ended September 30, 2003 (unaudited)**





Revenues, Expenses and Loss from Operations







Our revenues, cost of goods sold, general and administrative expenses, and loss from operations for the nine months ended September 30, 2004 and 2003, respectively, are as follows:





|****                              |  | **Nine months ended**
**September 30**
|--------------------------------- |  | --------------------------------------
|                                  |  |                                       
|Revenue                           |  | $                                     
|Cost of Goods Sold                |  |                                       
|Gross Profit                      |  |                                       
|General & Administrative Expenses |  |                                       
|Interest, Depreciation and Taxes  |  |                                       
|Net Loss                          |  | $                                     




Revenues





Revenues for the nine months ended September 30, 2004 were $884,585 compared to $20,000 for the same period in 2003, an increase of 43,230%. Revenues increased in 2004 due to the operations acquired in the Skyline acquisition. The operations of Skyline and Core accounted for $884,585, or 100%, of our revenues for the nine months ended September 30, 2004.





Cost of Goods Sold





Cost of goods sold was $415,375 for the nine months ended September 30, 2004 compared to $-0- for the same period in 2003. This increase in 2004 is due to the operations acquired in the Skyline acquisition. The cost of goods sold for Skyline and Core were $415,375, or 100%, of our total cost of goods sold for the nine months ended September 30, 2004.





Operating, General and Administrative Expenses





General and administrative expenses were $532,891 for the nine months ended September 30, 2004 as compared to $134,075 for the same period in 2003, an increase of 297%. This increase in 2004 is due to the operations acquired in the Skyline acquisition.





Net Loss





The Company experienced a net loss of ($109,918) for the nine months ended September 30, 2004 compared to a net loss of ($114,075) for the same period in 2003, a decrease of 3.6%. Contributing to this narrowing in net loss was the profitable operations of Skyline Orthopedics, acquired in February 2004. Conversely, our larger corporate expenses, including general, administrative, and net interest expense items continued to keep consolidated earnings below the breakeven mark.





****


16


**Segment Reporting**







Trinity3 currently is divided into three business segments: Healthcare, Consumer Products and East Asian Import Export. Consumer Products and East Asian Import Export segments are currently not reportable segments, as neither their operations, nor assets, meet the 10% threshold requirements of SFAS 131. East Asian Import Export is currently inactive. The Healthcare segment, anchored by Skyline Orthopedics, Inc., is engaged in the marketing and distribution of durable medical equipment and billing systems, to hospitals, physician groups, and healthcare insurance providers in California and Nevada. The segments products include Continuous Passive Motion (CPM) equipment, and a wide variety of orthopedic soft goods, including braces and supports for arms, elbows, knees and legs. The following table
breaks out reportable information for the Healthcare segment, for the three and nine month periods ended September 30, 2004:







|***Healthcare Segment Operations:*** |  |   | **Three months ended****September 30** |  | **Nine months ended****September 30** |                       
|------------------------------------ |  | - | -------------------------------------- |  | ------------------------------------- | ----------------------
|                                     |  |   | **2004**                               |  |                                       | ***% of Net Revenue***
|Revenues                             |  | $ | 317,680                                |  |                                       | *100.0*               
|Cost of goods sold                   |  |   | 127,020                                |  |                                       | *40.0*                
|Gross profit                         |  |   | 190,660                                |  |                                       | *60.0*                
|Operating expenses:                  |  |   |                                        |  |                                       |                       
|General and administrative           |  |   | 135,949                                |  |                                       | *42.8*                
|Segment operating earnings           |  | $ | 54,711                                 |  |                                       | *17.2*                
|                                     |  |   |                                        |  |                                       |                       
|***Healthcare Segment Assets:***     |  |   |                                        |  |                                       |                       
|Total assets                         |  | $ | 621,198                                |  |                                       | *-*                   




Segment Reporting does not include depreciation and income taxes attributable to the segment, nor does it include corporate general, administrative, and interest expense. The following table reconciles Segment Operating Earnings to Consolidated Earnings (Loss) for the three and nine month periods ended September 30, 2004:





|***Reconciliation of Segment Operations to Consolidated Earnings (Loss):*** |  | **Three months ended****September 30** |          | **Nine months ended****September 30** |  
|--------------------------------------------------------------------------- |  | -------------------------------------- | -------- | ------------------------------------- | -
|                                                                            |  |                                        | **2004** |                                       |  
|Segment operating earnings                                                  |  | $                                      | 54,711   |                                       | $
|Segment depreciation                                                        |  |                                        | (10,493  | )                                     |  
|Income taxes                                                                |  |                                        | -        |                                       |  
|Corporate general and administrative expenses                               |  |                                        | (53,493  | )                                     |  
|Corporate interest expense                                                  |  |                                        | (7,559   | )                                     |  
|Consolidated earnings (Loss)                                                |  | $                                      | (16,834  | )                                     | $






17


****


**Liquidity and Capital Resources**





Introduction







During the nine months ended September 30, 2004, the Company generated positive operating cash flows. Cash totaled $23,029 and $12,354 at September 30, 2004 and 2003, respectively.





Cash, current assets, total assets, current liabilities, and total liabilities as of September 30, 2004 and 2003, respectively, are as follows:





|                          |  | September 30 |         | *Percentage Change* |  
|------------------------- |  | ------------ | ------- | ------------------- | -
|                          |  |              | 2004    |                     |  
|Cash                      |  | $            | 23,029  |                     | $
|Total Current Assets      |  |              | 221,754 |                     |  
|Total Assets              |  |              | 621,591 |                     |  
|Total Current Liabilities |  |              | 865,280 |                     |  
|Total Liabilities         |  | $            | 865,280 |                     | $




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 ($65,284) for the nine months ended September 30, 2004, as compared to ($76,037) for the same period in 2003. Negative operating cash flows during 2004 were created primarily by corporate fixed and overhead expenses.





*Investing*





Net cash used by investing activities was ($252,046) and $-0-, for the nine months ended September 30, 2004 and 2003, respectively. Investing activities for the nine months ended September 30, 2004 consisted of (1) the acquisition of net assets in the Skyline acquisition: $250,000 cash down payment, less $8,846 cash acquired; and (2) $10,892 in net purchases of new equipment.





*Financing*
 
 Net cash provided by financing activities was $340,320 and $88,343, for the nine months ended September 30, 2004 and 2003, respectively. In 2004, financing activities included loans to the company from officers, netting $12,920; sale of company stock for cash, netting $25,000; warrant exercise, netting $2,400; and issuance of debentures, netting $300,000. Additionally, the company issued a note payable in the Skyline acquisition for $250,000. Net cash provided by financing activities during the nine months ended September 30, 2003 included loans to the company from officers, netting $38,343; and sale of company stock for cash, netting $50,000.
  18


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





As of September 30, 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 three and nine month periods ended September 30, 2004 of $7,559 and $16,852, respectively, is entirely 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 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 expenses as incurred.





**Off Balance Sheet Contracts**





At September 30, 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.





19


**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**





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





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





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





****


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





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





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





**Status of the 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, and its wholly-owned subsidiary, Core Management Systems, Inc., a California corporation, making Skyline a wholly-owned subsidiary of the Company. As partial consideration for the purchase, we issued a promissory note in the principal amount of $250,000 to the sole shareholder of Skyline.





On May 11, 2004 and August 9, 2004, our payments in the amounts of $150,000 and $100,000, respectively, under that certain promissory note dated February 11, 2004, became due to seller under the terms of the Skyline acquisition. We did not make either payment, electing instead to exercise our option under the purchase agreement to offset certain scheduled payments due to the seller pending the final outcome of certain accounting and contractual issues relating to the Skyline and Core acquisition.





We are currently in negotiations with the former owner of Skyline to determine the final amount of the offset, if any, which will be subtracted from any amounts we owe under the promissory note.





****


20


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





(a)  Exhibits





| | 3.1 (1) |  | Certificate of Incorporation of Silver King Resources (Delaware), Inc., filed on April 13, 1999                                              
| | ------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------
| |         |  |                                                                                                                                              
| | 3.2 (2) |  | Certificate of Merger of Silver King Resources, Inc. into Silver King Resources (Delaware), Inc.                                             
| |         |  |                                                                                                                                              
| | 3.3 (3) |  | Certificate of Amendment of Certificate of Incorporation dated July 17, 2002, changing name to eNexi Holdings, Inc.                          
| |         |  |                                                                                                                                              
| | 3.4 (4) |  | Certificate of Amendment of Certificate of Incorporation dated November 5, 2002, changing name to Trinity3 Corporation                       
| |         |  |                                                                                                                                              
| | 3.5 (5) |  | Certificate of Amendment of Certificate of Incorporation dated February 20, 2003, increasing the authorized common stock                     
| |         |  |                                                                                                                                              
| | 3.6 (6) |  | Bylaws of Silver King Resources (Delaware), Inc.                                                                                             
| |         |  |                                                                                                                                              
| | 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.







| | (1) | Incorporated by reference from Exhibit 2.1 to our Form 10-SB filed with the Commission on July 8, 1999.
| | --- | -------------------------------------------------------------------------------------------------------




| | (2) | Incorporated by reference from Exhibit 2.2 to our Form 10-SB filed with the Commission on July 8, 1999.
| | --- | -------------------------------------------------------------------------------------------------------




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




| | (4) | Incorporated by reference from Exhibit 3.5 to our Annual Report on Form 10-KSB filed with the Commission on April 15, 2003.
| | --- | ---------------------------------------------------------------------------------------------------------------------------




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




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




(b)  Reports on Form 8-K
 
 There were no reports on Form 8-K filed during the quarter ended September 30, 2004.  21


**SIGNATURE**





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: November 12, 2004
/s/
Shannon T. SquyresBy:
Shannon T. SquyresIts:
Chief Executive Officer and SecretaryDated: November 12, 2004
/s/
Steven D. HargreavesBy:
Steven D. HargreavesIts:
President and Chief Financial Officer










22