**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

 

**FORM 10-QSB**

 

 
| **ý** | **QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                                                                                                                                                                                              |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                      |
|       | **For the  quarterly period ended September 30, 2002**                                                                                                                                                                                                                                    |
|       |                                                                                                                                                                                                                                                                                      |
| **o**      | **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**

(Exactname 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**

(Addressof principal executive offices)

 

**(949) 955-2140**

(Issuer’stelephone number)

 

**ENEXI HOLDINGS, INC.**

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

 

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

 

As of November 11, 2002, the number of sharesof Common Stock issued and outstanding was 48,479,245.

 

Transitional Small Business Disclosure Format(check one):  Yes o No ý

 

 

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TRINITY3CORPORATION

 

INDEX

 
| PART I - FINANCIAL  INFORMATION |                                                                                         |   |
|---------------------------------|----------------------------------------------------------------------------------------------|--------|
|                            |                                                                                         |   |   |
| Item 1.                         | Financial Statements                                                                         |   |   |
|                            |                                                                                         |   |   |
|                            | Balance Sheet (Unaudited) — September  30, 2002                                         |   |   |
|                            |                                                                                         |   |   |
|                            | Liabilities  and Stockholders’ Equity (Deficit)                                         |   |   |
|                            |                                                                                         |   |   |
|                            | Statements of Income  and Expense (Unaudited)                                                |   |   |
|                            |                                                                                         |   |   |
|                            | Statement  of Stockholders’ Equity (Deficit) (Unaudited)                                |   |   |
|                            |                                                                                         |   |   |
|                            | Statements  of Cash Flows (Unaudited)                                                        |   |   |
|                            |                                                                                         |   |   |
|                            | Notes to Financial Statements                                                                |   |   |
|                            |                                                                                         |   |   |
| Item  2.                        | Management’s  Discussion and Analysis of Financial Conditions and Results of Operations |   |   |
|                            |                                                                                         |   |   |
| Item 3.                         | Controls and Procedures                                                                      |   |   |
|                            |                                                                                         |   |   |
| PART II - OTHER INFORMATION     |                                                                                         |   |
|                            |                                                                                         |   |   |
| Item  1.                        | Legal  Proceedings                                                                           |   |   |
| Item  2.                        | Changes  in Securities                                                                       |   |   |
| Item 3.                         | Defaults Upon  Senior Securities                                                             |   |   |
| Item  4.                        | Submission  of Matters to a Vote of Security Holders                                         |   |   |
| Item  5.                        | Other  Information                                                                           |   |   |
| Item 6.                         | Exhibits and  Reports on Form 8-K                                                            |   |   |
|                            |                                                                                         |   |   |
| SIGNATURES                      |                                                                                         |   |

 

 

i

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**PART I -FINANCIAL INFORMATION**

 

**ITEM 1.  FINANCIAL STATEMENTS**

 

**TRINITY 3 CORPORATION ANDSUBSIDIARIES**

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

**(A Development Stage Company)**

**BALANCESHEETS**

 

**ASSETS**
|                                                                                                                                     |   | **December  31, 2001** |   | **September  30, 2002 (Consolidated)****(Unaudited)** |   |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|------------------------|--------|-------------------------------------------------------|--------|
| Current assets:                                                                                                                          |   |                   |   |                                                  |   |
| Cash                                                                                                                                     |   | $                      | 7,245  |                                                  | $      | 116 |   |
| Total current assets                                                                                                                     |   | 7,245                  |   | 116                                                   |   |
| Total assets                                                                                                                             |   | $                      | 7,245  |                                                  | $      | 116 |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY (DEFICIT)**                                                                                 |
| Current liabilities:                                                                                                                     |   |                   |   |                                                  |   |
| Accounts payable                                                                                                                         |   | $                      | — |                                                  | $      | 71,862 |   |
| Other current liabilities                                                                                                                |   | 800                    |   | —                                                |   |
| Total current liabilities                                                                                                                |   | 800                    |   | 71,862                                                |   |
| Stockholders’ equity:                                                                                                               |   |                   |   |                                                  |   |
| Preferred Stock:                                                                                                                         |   |                   |   |                                                  |   |
| Preferred Stock, no par value, 1,000,000 shares authorized, no shares  issued and outstanding at December 31, 2001                       |   | —                 |   | —                                                |   |
| Preferred Stock, $0.0001 par value, 6,000,000 shares authorized and  no shares issued and outstanding at September 30, 2002              |   | —                 |   | —                                                |   |
| Convertible Series A: $0.0001 par value, 6,000,000 shares authorized  and  no shares issued and outstanding  at September 30, 2002  |   | —                 |   | —                                                |   |
| Convertible Series B: $0.0001 par value, 3,000,000 shares authorized,  and  no shares issued and outstanding  at September 30, 2002 |   | —                 |   | —                                                |   |
| Common Stock:                                                                                                                            |   |                   |   |                                                  |   |
| $0.001 no par value, 5,000,000 shares authorized, 3,000,000 shares  issued and outstanding at December 31, 2001                          |   | 3,000                  |   | —                                                |   |
| $0.0001 par value, 50,000,000 shares authorized, 48,908,864 shares  issued and outstanding at September 30, 2002                         |   | —                 |   | 4,892                                                 |   |
| Additional paid-in capital                                                                                                               |   | 6,000                  |   | 4,108                                                 |   |
| Accumulated deficit during development stage                                                                                             |   | (2,555                 | )      | (80,746                                               | )      |
| Total stockholders’ equity (deficit)                                                                                                |   | 6,445                  |   | (71,746                                               | )      |
| Total liabilities and stockholders’ equity                                                                                          |   | $                      | 7,245  |                                                  | $      | 116 |   |

 

Theaccompanying notes are an integral part of these financial statements

 

 

1

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**TRINITY 3 CORPORATION ANDSUBSIDIARIES**

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

**(A Development Stage Company)**

**STATEMENTS OF INCOME AND EXPENSE**

**(UNAUDITED)**

 
|                                   |   | **Three  months ended September 30, 2001** |   | **Three  months ended September 30, 2002 (Consolidated)** |   | **Nine  months ended September 30, 2001** |   | **Nine  months ended September 30, 2002 (Consolidated)** |   | **From  inception (September 15, 2000) through September 30, 2002 (Consolidated)** |   |
|----------------------------------------|--------|--------------------------------------------|--------|-----------------------------------------------------------|--------|-------------------------------------------|--------|----------------------------------------------------------|--------|------------------------------------------------------------------------------------|--------|
| Operating expenses:                    |   |                                       |   |                                                      |   |                                      |   |                                                     |   |                                                                               |   |
| General and administrative             |   | $                                          | — |                                                      | $      | 23,718                                    |   | $                                                        | 20     |                                                                               | $      | 78,191 |   | $ | 79,946 |   |
| Total operating expenses               |   | —                                     |   | 23,718                                                    |   | 20                                        |   | 78,191                                                   |   | 79,946                                                                             |   |
| Loss from operations                   |   | —                                     |   | (23,718                                                   | )      | (20                                       | )      | (78,191                                                  | )      | (79,946                                                                            | )      |
| Loss before provision for income taxes |   | —                                     |   | (23,718                                                   | )      | (20                                       | )      | (78,191                                                  | )      | (79,946                                                                            | )      |
| Provision for income taxes             |   | —                                     |   | —                                                    |   | —                                    |   | —                                                   |   | 800                                                                                |   |
| Net loss                               |   | $                                          | — |                                                      | $      | (23,718                                   | )      | $                                                        | (20    | )                                                                                  | $      | (78,191 | ) | $ | (80,746 | ) |
| Net loss per share                     |   | $                                          | — |                                                      | $      | —                                    |   | $                                                        | — |                                                                               | $      | (0.002 | ) | $ | (0.002 | ) |
| Weighted average shares outstanding    |   | 9,732,864                                  |   | 48,908,864                                                |   | 9,732,864                                 |   | 32,693,157                                               |   | 48,908,864                                                                         |   |

 

Theaccompanying notes are an integral part of these financial statements

 

 

2

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**TRINITY 3 CORPORATION ANDSUBSIDIARIES**

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

**(A Development Stage Company)**

**STATEMENT OF STOCKHOLDERS' EQUITY(DEFICIT)**

 
|                                                        |   | **Series A  Convertible Preferred Stock** |   | **Series B  Convertible Preferred Stock** |   | **Common  Stock**     |   |          |   |                  |   |          |    |
|-------------------------------------------------------------|--------|-------------------------------------------|--------|-------------------------------------------|--------|-----------------------|--------|---------------|--------|-----------------------|--------|---------------|---------|
|                                                        |   | **Number of  Shares**                     |   | **Par Value**                             |   | **Number of  Shares** |   | **Par Value** |   | **Number of  Shares** |   | **Par Value** |    | **Additional  Paid-in Capital** |   | **Retained  Earnings (Deficit)** |   | **Total  Stockholders’ Equity (Deficit)** |   |
| Balance at inception — September 15, 2000              |   | —                                    |   | $                                         | — |                  | — |          | $      | —                |   | —        |    | $ | — |   | $ | — |   | $ | — |   | $ | — |   |
| Issuance of stock for cash                                  |   | —                                    |   |                                      | — |                  | — |          |   | —                |   | 3,000,000     |    | 3,000 |   | 6,000 |   | — |   | 9,000 |   |
| Net loss                                                    |   | —                                    |   |                                      | — |                  | — |          |   | —                |   | —        |    |   | — |   |   | — |   |   | (1,735 | ) |   | (1,735 | ) |
| Balance at December 31, 2000                                |   | —                                    |   | —                                    |   | —                |   | —        |   | 3,000,000             |   | 3,000         |    | 6,000 |   | (1,735 | ) | 7,265 |   |
| Net loss                                                    |   | —                                    |   | —                                    |   | —                |   | —        |   | —                |   | —        |    | — |   | (820 | ) | (820 | ) |
| Balance, December 31, 2001                                  |   | —                                    |   | —                                    |   | —                |   | —        |   | 3,000,000             |   | 3,000         |    | 6,000 |   | (2,555 | ) | 6,445 |   |
| Shares issued for common stock (Note 3)                     |   | —                                    |   | —                                    |   | —                |   | —        |   | 39,176,000            |   | 3,918         |    | (3,918 | )  | — |   | — |   |
| Adjusting entries to reflect reverse acquisition (Note 3)   |   | —                                    |   | —                                    |   | —                |   | —        |   | 6,732,864             |   | (2,026        | )  | 2,026 |   | — |   | — |   |
| Net loss                                                    |   | —                                    |   | —                                    |   | —                |   | —        |   | —                |   | —        |    | — |   | (78,191 | ) | (78,191 | ) |
| Balance, September 30, 2002 — consolidated (unaudited) |   | —                                    |   | $                                         | — |                  | — |          | $      | —                |   | 48,908,864    |    | $ | 4,892 |   | $ | 4,108 |   | $ | (80,746 | ) | $ | (71,746 | ) |
|                                                             |        |                                           |        |                                           |        |                       |        |               |        |                       |        |               |         |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

Theaccompanying notes are an integral part of these financial statements

 

 

3

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###### **TRINITY 3 CORPORATION ANDSUBSIDIARIES**

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

**(A Development Stage Company)**

**STATEMENTS OF CASH FLOWS****(UNAUDITED)**

 
|                                                         |   | **Nine  months ended September 30, 2001** |   | **Nine  months ended September 30, 2002 (Consolidated)** |   | **Cumulative  amounts from inception (September 15, 2000) through September 30, 2002  (Consolidated)** |   |
|--------------------------------------------------------------|--------|-------------------------------------------|--------|----------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------------|--------|
| Cash flows provided by operating activities:                 |   |                                      |   |                                                     |   |                                                                                                   |   |
| Net loss                                                     |   | $                                         | (20    | )                                                        | $      | (78,191                                                                                                | )      | $ | (80,746 | ) |
| Adjustment to reconcile net loss to cash used by operations: |   |                                      |   |                                                     |   |                                                                                                   |   |
| Changes in assets and liabilities:                           |   |                                      |   |                                                     |   |                                                                                                   |   |
| Accounts payable                                             |   | —                                    |   | 71,862                                                   |   | 71,862                                                                                                 |   |
| Other current liabilities                                    |   | —                                    |   | (800                                                     | )      | —                                                                                                 |   |
| Total adjustments                                            |   | —                                    |   | 71,061                                                   |   | 71,862                                                                                                 |   |
| Net cash used by operations                                  |   | (20                                       | )      | (7,129                                                   | )      | (8,884                                                                                                 | )      |
| Cash flows provided by financing activities:                 |   |                                      |   |                                                     |   |                                                                                                   |   |
| Proceeds from note payable — related party              |   | —                                    |   | —                                                   |   | 2,000                                                                                                  |   |
| Payment of note payable — related party                 |   | (2,000                                    | )      | —                                                   |   | (2,000                                                                                                 | )      |
| Issuance of common stock                                     |   | —                                    |   | —                                                   |   | 9,000                                                                                                  |   |
| Net cash provided by financing activities                    |   | (2,000                                    | )      | —                                                   |   | 9,000                                                                                                  |   |
| Net increase (decrease) in cash                              |   | (2,020                                    | )      | (7,129                                                   | )      | 116                                                                                                    |   |
| Cash, beginning of period                                    |   | 9,265                                     |   | 7,245                                                    |   | —                                                                                                 |   |
| Cash, end of period                                          |   | $                                         | 7,245  |                                                     | $      | 116                                                                                                    |   | $ | 116 |   |

 

Theaccompanying notes are an integral part of these financial statements

 

 

4

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**TRINITY 3 CORPORATION AND SUBSIDIARIES**

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

**(A Development Stage Company)**

**STATEMENTOF CASH FLOWS****(UNAUDITED)**

 
|                                                                                     |   | **Nine  months ended September 30, 2001** |   | **Nine  months ended September 30, 2002 (Consolidated)** |   | **Cumulative  amounts  from inception (September 15,  2000) through September 30, 2002 (Consolidated)****Unaudited** |   |
|------------------------------------------------------------------------------------------|--------|-------------------------------------------|--------|----------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------|--------|
| **Supplemental disclosures of non-cash operating,  investing, and financing activities** |   |                                      |   |                                                     |   |                                                                                                                      |   |
| Issuance of stock for net assets acquired                                                |   | **$**                                     | — |                                                     | $      | 3,918                                                                                                                     |   | $ | 3,918 |   |
|                                                                                          |        |                                           |        |                                                          |        |                                                                                                                           |        |  |  |  |

 

Theaccompanying notes are an integral part of these financial statements

 

 

5

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**1.             INTERIMFINANCIAL INFORMATION**

 

Thefinancial statements of Trinity3 Corporation and Subsidiaries (the Company) asof September 30, 2002 and for the nine months ended September 30, 2002 and 2001and from inception (September 15, 2000) through September 30, 2002, and relatedfootnote information are unaudited. All adjustments (consisting only of normalrecurring adjustments) have been made which, in the opinion of management, arenecessary for a fair presentation. Results of operations for the nine monthsended September 30, 2002 and from inception (September 15, 2000) throughSeptember 30, 2002, are not necessarily indicative of the results that may beexpected for any future period. The balance sheet at December 31, 2001 wasderived from audited financial statements.

 

Certain information andfootnote disclosures, normally included in financial statements prepared inaccordance with accounting principles generally accepted in the United Statesof America, have been omitted. These financial statements should be read inconjunction with the financial statements and notes for the year ended December31, 2001.

 

**2.             BASISOF PRESENTATION**

 

Theconsolidated financial statements include the accounts of the Company and itsSubsidiaries. All material intercompany balances and intercompany transactionshave been eliminated.

 

##### **3.             MERGER**

 

OnApril 23, 2002, the Board of Directors and stockholders of the Company approvedand adopted the Agreement and Plan of Merger, dated as of April 12, 2002, (the“Agreement”), by and among the Company and CaiBan Holdings, Inc., awholly-owned subsidiary formed for the purpose of the merger. Pursuant to theAgreement, the Company issued 39,176,000 shares   of its par value $.0001 common stock to the stockholders of CaiBanHoldings, Inc., in exchange for 100% of the outstanding capital stock of CaiBanHoldings, Inc.

 

Since the shareholders ofCaiBan Holdings, Inc. acquired control of the Company, upon the merger closing,the merger was accounted for as a reverse acquisition.  Accordingly, for financial statementpurposes, CaiBan Holdings, Inc. was considered the accounting acquiror and therelated business combination was considered a recapitalization of CaiBanHoldings, Inc., rather than an acquisition by the Company.  Therefore, the historical financialstatements prior to April 23, 2002 will be those of CaiBan Holdings, Inc.

 

**4.             CAPITALSTOCK**

 

                **ReverseStock Split**

 

On August 16, 2002, theCompany’s Board of Directors authorized a 1 for 5 reverse stock split of theCompany’s $0.0001 par value common stock. The reverse stock split has not yet been effected nor has the recorddate for shares subject to the reverse stock split been set.

 

**Stock Options**

 

In May 2002, the Companygranted 1,500,000 incentive stock options with an exercise price of $0.165 pershare and an option exercise period of five years.

 

 

6

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**ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS**

 

The following discussion and analysis shouldbe read in conjunction with our financial statements, including the notesthereto, appearing elsewhere in this Report.

 

FORWARD-LOOKING STATEMENTS

 

THIS QUARTERLY REPORT ON FORM 10-QSB CONTAINSSTATEMENTS RELATING TO FUTURE RESULTS OF THE COMPANY (INCLUDING CERTAINPROJECTIONS AND BUSINESS TRENDS) THAT ARE “FORWARD-LOOKING STATEMENTS” ASDEFINED IN THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. ACTUAL RESULTSMAY DIFFER MATERIALLY FROM THOSE PROJECTED AS A RESULT OF CERTAIN RISKS ANDUNCERTAINTIES, INCLUDING BUT NOT LIMITED TO CHANGES IN POLITICAL AND ECONOMICCONDITIONS, DEMAND FOR AND MARKET ACCEPTANCE OF NEW AND EXISTING PRODUCTS, ASWELL AS OTHER RISKS AND UNCERTAINTIES DETAILED FROM TIME TO TIME IN THE FILINGSOF THE COMPANY WITH THE SECURITIES AND EXCHANGE COMMISSION.

 

OVERVIEW

 

Trinity3 Corporation is a holding companywith Caiban Holdings, Inc. as its wholly owned operating subsidiary.  Caiban has established an online procurementsystem for small- to-medium sized manufacturing firms, as well as otherbusinesses in Hong Kong and China, intending to capitalize on the marriage ofincreased capital production and a rapidly growing online environment inAsia.  With operations hubs in Hong Kongand the U.S., as well as by utilizing management’s experience in Chinesebusiness practices and etiquette, Caiban intends to unite users of higher-endcapital goods in Hong Kong and China with sellers of these goods from aroundthe world.  Caiban’s value propositionis to deliver these much needed goods at lower cost (both product andtransportation) with faster delivery times.

 

RESULTS OF OPERATIONS

 

The following table sets forth, for theperiods indicated selected financial information for the Company:

 
|                          |   | **Nine months  Ended  September 30, 2002** |    | **Nine  months Ended  September 30, 2001** |   |
|-------------------------------|--------|--------------------------------------------|---------|--------------------------------------------|--------|
|                          |   | **(unaudited)**                            |    | **(unaudited)**                            |   |
| Statement of Operations Data: |   |                                       |    |                                       |   |
| Revenue                       |   | $                                          | —  |                                       | $      | — |   |
| Net Loss                      |   | $                                          | (78,191 | )                                          | $      | (20 | ) |
| Net Loss Per Share            |   | $                                          | (0.002  | )                                          | $      | (0.000 | ) |
| Balance Sheet Data:           |   |                                       |    |                                       |   |
| Current Assets                |   | $                                          | 116     |                                       | $      | 7,245 |   |
| Total Assets                  |   | $                                          | 116     |                                       | $      | 7,245 |   |
| Total Current Liabilities     |   | $                                          | 71,862  |                                       | $      | — |   |
| Accumulated Deficit           |   | $                                          | (80,746 | )                                          | $      | (1,755 | ) |
| Stockholders Equity (Deficit) |   | $                                          | (71,746 | )                                          | $      | 7,245 |   |

 

 

7

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NINE MONTHS ENDED SEPTEMBER 30, 2002(UNAUDITED) COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

 

REVENUES/ COST OF SALES

 

As our operating subsidiary, Caiban, is acompany still in the development stage, we have not had any revenues or therelated costs of goods sold for the nine months ended September 30, 2002 or forthe same period in 2001.

 

OPERATING EXPENSES

 

Operating expenses were $78,191 for the ninemonths ended September 30, 2002 compared to $20 for the nine months endedSeptember 30, 2001, due to the ramping up of the Company’s business plan.

 

NET LOSS

 

The Company experienced a net loss of $78,191for the nine months ended September 30, 2002 as compared to a net loss of $20for the nine months ended September 30, 2001.

 

THREE MONTHS ENDED SEPTEMBER 30, 2002(UNAUDITED) COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2001 (UNAUDITED)

 

REVENUES/COST OF SALES

 

As our operating subsidiary, Caiban, is acompany still in the development stage, we have not had any revenues or therelated costs of goods sold for the three months ended September 30, 2002 orfor the same period in 2001.

 

OPERATING EXPENSES

 

Operating expenses were $23,718 for the threemonths ended September 30, 2002 compared to $0 for the three months endedSeptember 30, 2001, due to the ramping up of the Company’s business plan.

 

NET LOSS

 

The Company experienced a net loss of $23,718for the three months ended September 30, 2002 as compared to a net loss of $0for the three months ended September 30, 2001.

 

 

8

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LIQUIDITY AND CAPITAL RESOURCES

 

Cash totaled $116 and $7,245 at September 30,2002 and 2001, respectively.  Net cashused by operations was $7,129 for the nine months ended September 30, 2002compared to net cash used by operations of $20 for the nine months endedSeptember 30, 2001.

 

The Company’s financial position isprecarious.  Unless our operatingsubsidiary is able to generate sufficient revenues or we are able to acquiredebt or equity financing to cover ongoing operating costs and satisfyliabilities, or we sell the Company, merge with, or acquire another operatingentity or other business combination, we may not be able to continue as a goingconcern.  The probability of ouroperating subsidiary generating sufficient revenues to cover operating costsand satisfy liabilities is unlikely at this time.  The probability of obtaining financing is uncertain at thistime.  If the Company does not generaterevenues, obtain financing, or close a business combination, it will have tocurtail its activities and reduce or eliminate its operations.

 

**ITEM3   CONTROLS AND PROCEDURES**

 

Our Chief ExecutiveOfficer, President, and Chief Financial Officer (the “Certifying Officers”) are responsible for establishing and maintaining disclosure controls andprocedures for the Company.  TheCertifying Officers have designed such disclosure controls and procedures toensure that material information is made known to them, particularly during theperiod in which this report was prepared. The Certifying Officers have evaluated the effectiveness of theCompany’s disclosure controls and procedures within 90 days of the date of thisreport and believe that the Company’s disclosure controls and procedures areeffective based on the required evaluation. There have been no significant changes in internal controls or in otherfactors that could significantly affect internal controls subsequent to thedate of their evaluation, including any corrective actions with regard tosignificant deficiencies and material weaknesses.

 

 

9

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**PART II -OTHER INFORMATION**

 

**ITEM 1.  LEGALPROCEEDINGS**

 

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

 

**ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS**

 

None.

 

**ITEM 3.  DEFAULTS UPON SENIOR SECURITIES**

 

None.

 

**ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS**

 

On August 16, 2002, a majority of our shareholders executed a majoritywritten consent in lieu of annual meeting to avoid the expense of holding aformal annual meeting.  The majorityshareholders voted “for” the following actions:

•                    The re-electionof the following two directors to the board of directors for a term of one yearor until their successors are duly elected and qualified: Shannon T. Squyresand Steven D. Hargreaves.

•                    The authorization of the Company’s StockOption Plan.

•                    Approval of an amendment to the Company’sArticles of Incorporation to effect a one for five reverse stock split.

•                    Approval of an amendment to the Company’sArticles of Incorporation to effect a name change of the Corporation from eNexiHoldings, Inc. to Trinity3 Corporation.

•                    Theratification of the appointment of Mendoza Berger & Company, LLP as theCompany’s independent public accountants for the fiscal year ending December31, 2002.

 

**ITEM 5.  OTHERINFORMATION**

 

None.

 

 

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**ITEM 6.EXHIBITS AND REPORTS ON FORM 8-K**

 

The following documents are filed as part ofthis report:

 

1.             Thefollowing Exhibits are filed herein:

 
| **No.** |   | **Title**                                                                                                                                           |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                |
| 99.1    |   | Certification of Chief  Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to  Section 906 of the Sarbanes-Oxley Act of 2002 |
| 99.2    |   | Certification of Chief Financial  Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002 |

 

2.             Reportson Form 8-K filed:  None.

 

 

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**SIGNATURES**

 

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

 
| DATED: | November 12, 2002 |                                                            | TRINITY3 CORPORATION     |
|--------|-------------------|-----------------------------------------------------------------|--------------------------|
|   |              |                                                            |
|   |              | /s/ Shannon T. Squyres                                          |
|   |              | By: Shannon T. Squyres                                          |
|   |              | Its: Chief Executive  Officer and Secretary                     |
|   |              | (Principal Executive  Officer)                                  |
|   |              |                                                            |
| DATED: | November 12, 2002 |                                                            | /s/ Steven D. Hargreaves |
|   |              | By: Steven D. Hargreaves                                        |
|   |              | Its: President and Chief  Financial Officer                     |
|   |              | (Principal Financial  Officer and Principal Accounting Officer) |

 

 

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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

 

Inconnection with the Quarterly Report of Trinity3 Corporation (the “Company”) onForm 10-QSB for the period ending September 30, 2002 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I,Shannon T. Squyres, Chief Executive Officer of the Company, certify, pursuantto Rules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adoptedpursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

 

(1)          Ihave reviewed the Report;

 

(2)          Basedupon my knowledge, the Report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryin order to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading;

 

(3)          Basedupon my knowledge, the financial statements, and otherfinancial information included in the Report, fairly present in all materialrespects the financial condition and results of operations of the Company, asof, and for, the periods presented in the Report;

 

(4)          Iand the other certifying officers of the Company:

 

a.               areresponsible for establishing and maintaining disclosure controls and proceduresfor the Company;

b.              havedesigned such disclosure controls and procedures to ensure that materialinformation is made known to us, particularly during the period in which theReport is being prepared;

c.               haveevaluated the effectiveness of the Company’s disclosure controls and procedureswithin 90 days of the date of the Report; and

d.              havepresented in the Report our conclusions about the effectiveness of thedisclosure controls and procedures based on the required evaluation.

 

(5)          Iand the other certifying officers have disclosed to the Company’s auditors andto the audit committee of the board of directors (or persons fulfilling theequivalent function):

 

a.               allsignificant deficiencies in the design or operation of internal controls (apre-existing term relating to internal controls regarding financial reporting)which could adversely affect the Company’s ability to record, process,summarize and report financial data and have identified for the Company’sauditors any material weaknesses in internal controls; and

b.              anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal controls.

 

(6)          Iand the other certifying officers have indicated in the Report whether or notthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of theirevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| /s/ Shannon T. Squyres   |
|--------------------------|
| Shannon  T. Squyres,     |
| Chief  Executive Officer |
| November  12, 2002       |

 

 

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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

 

Inconnection with the Quarterly Report of Trinity3 Corporation (the “Company”) onForm 10-QSB for the period ending September 30, 2002 as filed with theSecurities and Exchange Commission on the date hereof (the “Report”), I, StevenD. Hargreaves, Chief Financial Officer of the Company, certify, pursuant toRules 13a-14 and 15-d14 of the Securities Exchange Act of 1934, as adoptedpursuant to §302 of the Sarbanes-Oxley Act of 2002, that:

 

(1)          Ihave reviewed the Report;

 

(2)          Basedupon my knowledge, the Report does not contain anyuntrue statement of a material fact or omit to state a material fact necessaryin order to make the statements made, in light of the circumstances under whichsuch statements were made, not misleading;

 

(3)          Basedupon my knowledge, the financial statements, and otherfinancial information included in the Report, fairly present in all materialrespects the financial condition and results of operations of the Company, asof, and for, the periods presented in the Report;

 

(4)          Iand the other certifying officers of the Company:

 

a.               areresponsible for establishing and maintaining disclosure controls and proceduresfor the Company;

b.              havedesigned such disclosure controls and procedures to ensure that materialinformation is made known to us, particularly during the period in which theReport is being prepared;

c.               haveevaluated the effectiveness of the Company’s disclosure controls and procedureswithin 90 days of the date of the Report; and

d.              havepresented in the Report our conclusions about the effectiveness of thedisclosure controls and procedures based on the required evaluation.

 

(5)          Iand the other certifying officers have disclosed to the Company’s auditors andto the audit committee of the board of directors (or persons fulfilling theequivalent function):

 

a.               allsignificant deficiencies in the design or operation of internal controls (apre-existing term relating to internal controls regarding financial reporting)which could adversely affect the Company’s ability to record, process,summarize and report financial data and have identified for the Company’sauditors any material weaknesses in internal controls; and

b.              anyfraud, whether or not material, that involves management or other employees whohave a significant role in the Company’s internal controls.

 

(6)          Iand the other certifying officers have indicated in the Report whether or notthere were significant changes in internal controls or in other factors thatcould significantly affect internal controls subsequent to the date of theirevaluation, including any corrective actions with regard to significantdeficiencies and material weaknesses.

 

 
| /s/ Steven D. Hargreaves |
|--------------------------|
| Steven  D. Hargreaves    |
| Chief  Financial Officer |
| November 12,  2002       |

 

 

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