U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)~~OF THE SECURITIES EXCHANGE ACT OF 1934~~

~~For~~OF THE ~~The~~SECURITIES ~~Quarterly~~EXCHANGE ~~Period~~ACT ~~EndedJune~~OF ~~30, 2004~~1934

For The Quarterly Period Ended

March 31, 2005

Commission file number: 0-50860

TRINITY PARTNERS ACQUISITION COMPANY INC. ~~(Exact Name of Registrant as Specified in its Charter)~~

Delaware				20-1025065
(State or other jurisdiction ofincorporation or organization)				(I.R.S. EmployerIdentification Number)

(Exact Name of Registrant as Specified in its Charter)

245 Fifth Avenue, Suite 1600New York, New York 10016 (Address of Principal Executive Offices and Zip Code)

Delaware	20-1025065
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

245 ~~(212) 696-4282 (Registrant's~~Fifth ~~Telephone Number~~Avenue, ~~Including~~Suite ~~Area Code)~~1600

New York, New York 10016

(Address of Principal Executive Offices and Zip Code)

(212) 696-4282

(Registrant's Telephone Number, Including Area Code)

Indicate by checkmark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes |X| No | |

Indicate by checkmark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act.

Yes No| | No |X|

Indicate the number of shares outstanding of each of the issuer'’s classes of common stock, as of the latest practicable date.

Class	Outstanding atSeptember 10, 2004
Common Stock, par value $0.0001 per share		287,510
Class B Common Stock, par value $0.0001 per share		1,495,000

	Class	Outstanding at May 16, 2005

	Common Stock, par value $0.0001 per share	287,600
	Class B Common Stock, par value $0.0001 per share	1,495,000

PART I —- FINANCIAL INFORMATION

Item 1. Financial Statements

Trinity Partners Acquisition Company Inc. ~~Balance Sheet~~

~~June 30, 2004~~Condensed ~~(Unaudited)~~Balance Sheets

ASSETS
Current Assets
Cash and cash equivalents	$	33,495
Total current assets		33,495
Deferred registration costs		78,611
Total Assets	$	112,106
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses	$	48,150
Notes payable to stockholders		46,000
Total current liabilities		94,150
Commitments and Contingencies
Stockholders' Equity
Preferred stock, par value $.0001 per share,5,000 shares authorized, no shares issued		—
Common stock, par value $.0001 per share,20,000,000 shares authorized, 100 sharesissued and outstanding		—
Common stock, Class B, par value $.0001 per share,2,000,000 shares authorized, no shares issued		—
Additional paid-in-capital		36,750
Accumulated deficit		(18,794	)
Total stockholders' equity		17,956
Total Liabilities and Stockholders' Equity	$	112,106

ASSETS

March 31, 2005

December 31, 2004

Unaudited

Audited

Current Assets

Cash and cash equivalents

$

444,479

$

484,802

Restricted investment

7,642,601

7,601,236

Other assets

-

23,874

Total current assets

8,087,080

8,109,912

Total assets

$

8,087,080

$

8,109,912

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable and accrued expenses

$

249,991

$

72,836

Total current liabilities

249,991

72,836

Common Stock, subject to possible conversion to cash,

298,851 shares at conversion value

1,527,759

1,519,490

Commitments and contingencies

Stockholders' Equity

Preferred stock, par value $.0001 per share,

5,000 shares authorized, no shares issued

-

-

Common stock, par value $.0001 per share,

20,000,000 shares authorized, 287,600 shares issued

and outstanding

29

29

Common stock, Class B, par value $.0001 per share,

2,000,000 shares authorized, 1,196,149 shares issued

and outstanding (excluding 298,851 shares subject to

possible conversion to cash)

120

120

Additional paid-in capital

6,594,495

6,602,764

Accumulated deficit

(285,314

)

(86,477

)

Accumulated other comprehensive income

-

1,150

Total stockholders' equity

6,309,330

6,517,586

Total liabilities and stockholders' equity

$

8,087,080

$

8,109,912

See ~~Notes~~accompanying notes to ~~Financial~~condensed ~~Statements~~financial statements.

1Trinity Partners Acquisition Company Inc.

~~Trinity Partners Acquisition Company~~Condensed ~~Inc.~~ Statement of Operations

~~From inception (April~~For ~~14,~~the ~~2004)~~Three toMonths ~~June~~Ended 30March 31, ~~2004 (Unaudited)~~2005

Revenue	$	—
Operating Expenses
Formation and operating costs		18,794
Net Loss	$	(18,794	)
Weighted average number of shares outstanding, basic and diluted		100
Net loss per share, basic and diluted	$	(187.94	)

(Unaudited)

~~See~~ Revenue $ - Operating expenses Transaction costs 190,116 Professional fees 22,443 Other operating ~~Notes~~costs 30,873 Loss from tooperations (243,432 ) Interest income 44,595 Net loss $ (198,837 ) Weighted average ~~Financial~~number of shares outstanding: ~~Statements~~ Basic and diluted 1,782,600 Net loss per share, basic and diluted $ (0.11 )

2See accompanying notes to condensed financial statements.

Trinity Partners Acquisition Company Inc. ~~Statement of Stockholders' Equity~~

~~From~~Condensed ~~inception~~Statement ~~(April~~of ~~14,~~Stockholders’ ~~2004) to June 30, 2004 (Unaudited)~~Equity

	Common Stock				AdditionalPaid-In Capital		Accumulated Deficit			Total
	Shares		Amount
Balance, April 14, 2004 (inception)		—	$	—	$	—	$	—		$	—
Common stock issued for cash		100		—		500		—			500
Warrants issued for cash		—		—		36,250		—			36,250
Net loss		—		—		—		(18,794	)		(18,794	)
Balance, June 30, 2004		100	$	—	$	36,750	$	(18,794	)	$	17,956

For the Three Months Ended March 31, 2005

~~See Notes to Financial Statements~~(Unaudited)

	Common Stock				Common Stock, Class B				Additional Paid -In			Accumulated			Accumulated Other Comprehensive
	Shares		Amount		Shares		Amount		Capital			Deficit			Income			Total

Balance, December 31, 2004		287,600	$	29		1,196,149	$	120	$	6,602,764		$	(86,477	)	$	1,150		$	6,517,586

Allocation of value to Class B shares subject to possible conversion to cash		-		-		-		-		(8,269	)		-			-			(8,269	)

Net loss for the period		-		-		-		-		-			(198,837	)		-			(198,837	)

Change in unrealized gain on available-for-sale securities		-		-		-		-		-			-			(1,150	)		(1,150	)

Comprehensive loss																			(199,987	)

Balance, March 31, 2005		287,600	$	29		1,196,149	$	120	$	6,594,495		$	(285,314	)	$	-		$	6,309,330

~~Trinity Partners Acquisition Company~~ ~~Inc.~~See accompanying ~~Statement~~notes ofto ~~Cash~~condensed ~~Flows~~financial statements.

~~From inception (April~~Trinity ~~14,~~Partners ~~2004)~~Acquisition toCompany ~~June 30, 2004 (Unaudited)~~Inc.

OPERATING ACTIVITIES
Net Loss	$	(18,794	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Changes in operating assets and liabilities:Increase in accounts payable and accrued expenses		48,150
Net cash provided by operating activities		29,356
FINANCING ACTIVITIES
Proceeds from sales of stock		500
Proceeds from sales of warrants		36,250
Proceeds from notes payable to stockholders		46,000
Deferred registration costs		(78,611	)
Net cash provided by financing activities		4,139
Net increase in cash and cash equivalents		33,495
Cash and cash equivalents, beginning of period		—
Cash and cash equivalents, end of period	$	33,495

Condensed Statement of Cash Flows

~~See~~For the ~~Notes~~Three ~~to Financial~~Months ~~Statements~~Ended March 31, 2005

4(Unaudited)

Trinity Partners Acquisition Company Inc.Notes to Financial Statements

CASH FLOWS FROM OPERATING ACTIVITIES

Net loss	$	(198,837	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Amortization of discount on restricted investment		(42,515	)
Changes in operating liabilities:
Increase in accounts payable and accrued expenses		201,029
Net cash used in operating activities and net decrease in cash and cash equivalents		(40,323	)

Cash and cash equivalents at beginning of period		484,802

Cash and cash equivalents at end of period	$	444,479


Supplemental disclosure of non-cash financing activities:

Allocation of value to Class B shares,
subject to possible conversion to cash	$	8,269

~~NOTE~~See accompanying 1notes —to ~~ORGANIZATION~~condensed ~~AND~~financial ~~ACTIVITIES~~statements.

Trinity ~~Partners~~ Partners Acquisition Company, Inc. (the "Company") was incorporated in Delaware on April 14, 2004 as a blank check company whose objective is to raise money and acquire an operating business. All activity from inception (April 14, 2004) through June 30, 2004 relates to the Company's formation and capital raising activities.

~~On July 29, 2004, the Company effected its initial~~Notes ~~public offering of securities (the "Offering"), generating net proceeds of approximately $8.1 million (see Note 8). Substantially all of such proceeds are intended~~ to beCondensed ~~applied~~Financial generally toward consummating a merger with or acquisition of an operating business (a "Business Combination") which is believed to have significant growth potential. Pending such a Business Combination, substantially all of the proceeds of the Offering will be held in trust (the "Trust Fund"), to be distributed to the holders of the Company's Class B common stock if the Company does not effect a Business Combination within 12 months after consummation of the Offering (or within 18 months from the consummation of the Offering if a letter of intent, agreement in principal or definitive agreement has been executed within 12 months after consummation of the Offering and the Business Combination has not been consummated within such 12 month period) (the "Target Business Acquisition Period"). Both of the Company's initial stockholders have agreed to waive their respective rights to participate in any such distribution on shares owned prior to the Offering.Statements

~~Holders of~~NOTE ~~both the Company's common stock and the Class B common stock have~~1 one vote per share. However, the Class B stockholders may, and the common stockholders may not, vote in connection with a Business Combination. Further, should a Business Combination not be consummated during the Target Business Acquisition Period, the Trust Fund would be distributed pro-~~rata to all of the Class B stockholders and their Class~~ ORGANIZATION BAND ~~common shares would be cancelled and returned to the status of authorized but unissued shares.~~ACTIVITIES

~~The Company, after signing a~~Trinity ~~definitive~~Partners ~~agreement~~Acquisition ~~for~~Company aInc. ~~Business Combination, is obliged to submit such transaction for approval by a majority of~~ (the ~~Class B stockholders of the~~ “Company.”) ~~Class~~was Bincorporated ~~stockholders~~in ~~that vote against such proposed~~Delaware ~~Business~~on ~~Combination~~April ~~are~~14, ~~under~~2004 ~~certain~~as ~~conditions, entitled to convert their shares into~~ a ~~pro-rata~~blank ~~distribution~~check ~~from~~company ~~the~~whose ~~Trust~~objective ~~Fund~~is ~~(the "Conversion~~to ~~Right").~~raise Inmoney ~~the event that holders of a majority of the outstanding shares of Class B common stock vote for the approval of the Business Combination~~ and ~~holders owning~~ ~~20%~~acquire oran ~~more~~operating ofbusiness ~~the~~(a ~~outstanding Class B common stock do not exercise their Conversion Rights, the~~ “Business Combination”) ~~may~~(See ~~then be~~Recent ~~consummated. Upon completion of such Business Combination and the~~Events ~~payment to any Class B stockholder exercising their Conversion Rights (and related cancellation of Class B common stock~~below)~~, the remaining shares of Class B common stock would be converted to common stock~~.

~~At the time the Company seeks Class B stockholder approval of any~~As ~~Business~~further ~~Combination,~~discussed ~~the Company will offer each Class B stockholder who acquired Class B shares through the Offering or subsequently~~ in ~~the after-market~~Note ~~the~~3, ~~right~~on toJuly ~~have~~29, ~~his~~2004, ~~or her shares of~~ the Company~~'s Class~~ Beffected ~~common~~an ~~stock converted to cash if such Class B stockholder~~initial ~~votes~~public ~~against~~offering ~~the Business Combination and the Business Combination is approved and completed. The holders~~ of ~~the~~its ~~Company's~~securities ~~common stock are not entitled to seek conversion of their shares. The actual per-share conversion price will be equal to the amount in the Trust Fund~~ (~~inclusive of any interest thereon) as of~~ the ~~record date for determination of Class B stockholders entitled to vote on such Business Combination, divided by the number of Class B shares sold in the~~ "Offering.") ~~Without~~which ~~taking~~closed ~~into account interest, if any, earned~~ on ~~the Trust~~August ~~Fund~~4, ~~the per-share conversion price would be $5.05. There will~~ ~~be no distribution from the Trust Fund with respect to the warrants included in the Series A Units (defined in Note 8 below) and Series B Units (defined in Note 8 below)~~2004. A Class B stockholder may request conversion of his or her shares at any time prior to the vote taken with respect to a proposed Business Combination at a meeting held for that purpose, but such request will not be granted unless such Class B stockholder votes against the Business Combination and the Business Combination is approved and consummated.

5Although substantially all of the proceeds of the Offering are intended to be utilized to effect a Business Combination, the proceeds are not specifically designated for this purpose. The gross proceeds from the Offering and sale of the Series B Units (defined in Note 3 below) of $7,549,750 were deposited into a trust fund (the “Trust Fund”) until the earlier of the completion of a Business Combination or the distribution of proceeds to Class B stockholders. If a Business Combination is consummated, the conversion rights afforded to the Class B stockholders may result in the conversion into cash of up to approximately 19.99% of the aggregate number of Class B shares sold, as further described below. If a Business Combination is not contracted by July 29, 2005, or consummated by January 29, 2006, all of the proceeds of the Trust Fund will be returned to Class B stockholders.

As a Itresult isof ~~anticipated~~its ~~that~~limited resources, the ~~funds~~Company towill, ~~be distributed~~in toall ~~Class~~likelihood, ~~B stockholders who~~ have ~~their shares converted~~the ~~will~~ability beto ~~distributed~~effect ~~promptly~~only ~~after consummation of~~ a single Business Combination. ~~Any~~Accordingly, ~~Class B stockholder who converts his or her stock into his or her share of~~ the ~~Trust Fund still has the right to exercise the~~prospects ~~Class W~~for ~~Warrants (defined in Note 6 below) and Class Z Warrants (defined in Note 6 below) that was received as part of~~ the ~~Series B Units. The~~ Company's success will ~~not~~be ~~consummate any~~entirely ~~Business~~dependent ~~Combination~~upon ~~if 20% or more of~~ the ~~Class~~future Bperformance ~~stockholders~~of ~~exercise~~a ~~their~~single ~~conversion rights~~business.

~~NOTE~~The Company 2will —not effect a Business Combination unless the fair market value of ~~SUMMARY~~the OFtarget, ~~SIGNIFICANT~~as ~~ACCOUNTING~~determined ~~POLICIES~~by the Board of Directors of the Company in its sole discretion, based upon valuation standards generally accepted by the financial community including, among others, book value, cash flow, and both actual and potential earnings, is at least equal to 80% of the net assets of the Company at the time of such acquisition.

Furthermore, ~~Interim~~there ~~Financial Statements~~is —no ~~The~~assurance ~~accompanying~~that ~~unaudited~~the ~~financial~~Company ~~statements have~~will ~~been~~be ~~prepared~~able ~~pursuant~~ to ~~the~~successfully ~~rules~~effect ~~and~~a Business ~~regulations~~Combination. ofAs ~~the Securities~~noted ~~and~~above, ~~Exchange~~if ~~Commission~~the ~~("SEC"). Certain~~Company ~~information~~is ~~and~~unable ~~footnote~~to ~~disclosures~~effect ~~normally~~a Business ~~included~~Combination ~~in financial~~by ~~statements~~February ~~prepared~~4, in2006, ~~accordance~~the ~~with~~Company's ~~accounting~~Certificate ~~principles~~of ~~generally~~Incorporation ~~accepted~~provides infor the ~~United~~Company's ~~States~~automatic ofliquidation. ~~America~~If ~~have~~the ~~been omitted~~Company ~~pursuant~~were to ~~such~~expend ~~rules~~all ~~and~~of ~~regulations.~~the ~~However,~~net proceeds of the ~~Company~~Offering ~~believes that~~not ~~the~~held ~~disclosures~~in ~~are~~the ~~adequate~~Trust Fund prior to ~~make~~liquidation, ~~the~~but ~~information~~recognizing ~~presented~~that ~~not misleading.~~such ~~The~~net ~~financial~~proceeds ~~statements~~could ~~reflect~~become subject ~~all~~to ~~adjustments (consisting~~the ~~only~~claims of ~~normal~~creditors ~~recurring~~of ~~adjustments)~~the ~~that~~Company ~~are,~~which incould be prior to the ~~opinion~~claims of ~~management,~~stockholders ~~necessary~~of ~~for~~the aCompany, ~~fair~~it ~~presentation~~is ofpossible that the Company's liquidation ~~financial~~value ~~position~~may ~~and~~be ~~results~~less ofthan ~~operations.~~the ~~The operating~~amount ~~results~~in ~~for~~ the ~~period~~Trust ~~ended~~Fund, ~~June~~inclusive ~~30,~~of any ~~2004~~net ~~are~~interest ~~not necessarily~~income ~~indicative~~thereon. Moreover, all of the ~~results~~Company's initial stockholders have agreed to bewaive ~~expected~~their ~~for~~respective ~~any~~rights ~~other interim~~to ~~period~~participate ofin any such ~~future~~liquidation ~~year~~distribution on shares owned prior to the Offering.

At the ~~Cash~~time ~~and~~the ~~Cash~~Company seeks Class B stockholder approval of any Business Combination, ~~Equivalents~~the —Company ~~Included~~will offer each Class B stockholder who acquired Class B shares through the Offering or subsequently in the after-market the right to have his or her shares of the Company’s Class B common stock converted to cash if such Class B stockholder votes against the Business Combination and ~~cash~~the ~~equivalents~~Business Combination is approved and completed. The holders of the Company’s common stock are not entitled to seek conversion of their shares. The actual per-share ~~deposits~~conversion ~~with~~price ~~financial~~will ~~institutions~~be equal to the amount in the Trust Fund (inclusive of any interest thereon) as ~~well~~of the record date for determination of Class B stockholders entitled to vote on such Business Combination, divided by the number of Class B shares sold in the Offering, or approximately $5.11 per share based on the value in the Trust Fund as ~~short-term~~of ~~money~~March ~~market~~31, 2005. There will be no ~~instruments~~distribution from the Trust Fund with ~~maturities~~respect to the warrants included in the Series A and Series B Units. A Series B stockholder may request conversion of his ~~three~~or ~~months~~her shares at any time prior to the vote taken with respect to a proposed Business Combination at a meeting held for that purpose, but such request will not be granted unless such Class B stockholder votes against the Business Combination and the Business Combination is approved and consummated. It is anticipated that the funds to be distributed to Class B stockholders who have their shares converted will be distributed promptly after consummation of a Business Combination. Any Class B stockholder who converts his or ~~less~~her ~~when~~stock ~~purchased~~into his or her share of the Trust Fund still has the right to exercise the Class W and Class Z warrants that was received as part of the Series B units. The Company will not consummate any Business Combination if 20% or more in interest of the Class B stockholders exercise their conversion rights. Accordingly, the conversion value of $1,527,759 (298,851 shares, or 19.99% of the Class B shares sold in the public offering) has been included in the accompanying condensed balance sheet at March 31, 2005 as temporary capital.

Recent ~~Net Loss Per Share — Net loss per share is computed based on the weighted average number of shares of common stock and Class B common stock outstanding.~~Events

~~Basic~~On ~~earnings (loss) per~~March ~~share~~24, ~~excludes~~2005, ~~dilution~~the ~~and~~Company isexecuted ~~computed~~a bydefinitive ~~dividing~~agreement ~~income~~for ~~(loss) available to common stockholders by~~ the ~~weighted~~merger ~~average~~of ~~common shares~~the ~~outstanding~~Company ~~for~~and ~~the~~FreeSeas, ~~year~~Inc. ~~Diluted~~(“FreeSeas”), ~~earnings~~formerly ~~per~~known ~~share~~as ~~reflects~~Adventure ~~the~~Holdings, ~~potential~~S.A. ~~dilution~~(the ~~that~~“Transaction”). ~~could~~FreeSeas, ~~occur~~through ifwholly-owned ~~securities~~subsidiaries, orowns ~~other contracts to~~and ~~issue~~operates ~~common~~two ~~stock~~bulk ~~were~~carriers, ~~exercised~~the orM/V ~~converted~~“Free ~~into~~Destiny” ~~common~~and ~~stock or resulted in~~ the ~~issuance~~M/V of“Free ~~common~~Envoy.” ~~stock~~In additon, ~~that then shared~~ in ~~the earnings~~April of2005, ~~the~~FreeSeas, ~~entity.~~through ~~Since~~a ~~the~~newly ~~effect~~formed ofsubsidiary, ~~outstanding warrants to~~entered ~~purchase~~into ~~725,000~~a ~~shares~~memorandum of ~~common~~agreement ~~stock~~to isacquire ~~antidilutive,~~a ~~they~~new ~~have~~carrier. The ~~been~~purchase ~~excluded~~price ~~from~~for the ~~Company's~~carrier ~~computation~~is $11,025,000. Delivery of ~~net~~the ~~loss~~carrier ~~per share.~~and ~~Therefore,~~completion ~~basic~~of ~~and~~the ~~diluted~~purchase ~~loss~~is ~~per~~expected ~~share~~to ~~were~~occur ~~the~~in ~~same for~~ the ~~period~~ ~~from~~late ~~inception~~second ~~(April~~quarter ~~14, 2004) through June 30, 2004~~of 2005.

The ~~Fair~~definitive ~~Value~~merger agreement for the Transaction contemplates the merger of ~~Financial~~the Company ~~Instruments~~with —and into ~~The~~FreeSeas, ~~fair~~with ~~values~~the Company's current stockholders receiving one share and one warrant of FreeSeas for each share and warrant they presently own. After giving effect to the Transaction, the Company's stockholders ~~assets~~will ~~and~~own ~~liabilities~~approximately ~~that~~28.4% ~~qualify~~of asFreeSeas. ~~financial~~In addition, the ~~instruments~~management ~~under~~of ~~Statement~~FreeSeas will receive options and warrants to acquire an additional 950,000 shares of ~~Financial~~FreeSeas’ ~~Accounting~~common ~~Standards~~stock, exercisable at $5.00 per ~~("SFAS")~~share Noover terms ranging from three to five years. ~~107~~The ~~approximate~~proposed ~~their~~merger ~~carrying~~is ~~amounts~~subject ~~presented~~to, inamong other things, the ~~balance~~filing ~~sheet~~of atdefinitive ~~June~~proxy 30materials with the Securities and Exchange Commission and approval of the Transaction by the Company's stockholders. On May 11, ~~2004~~2005, a joint proxy statement/prospectus relating to the Transaction was filed as part of a FreeSeas registration statement on Form F-1. There can be no assurance that the Transaction will be consummated.

NOTE ~~Use~~2 ~~of Estimates and Assumptions — The preparation of financial~~- BASIS ~~statements~~OF inPRESENTATION ~~accordance~~AND ~~with~~SUMMARY ~~accounting~~OF ~~principles~~SIGNIFICANT ~~generally accepted~~ACCOUNTING in the United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results can, and in many cases will, differ from those estimates.POLICIES

Interim ~~Income Taxes~~Financial Statements — ~~Deferred~~The accompanying ~~income~~unaudited ~~tax~~condensed ~~assets~~financial ~~and~~statements ~~liabilities~~have ~~are~~been prepared ~~computed~~pursuant ~~for~~to ~~differences~~the ~~between~~rules ~~the~~and ~~financial~~regulations ~~statement~~of the Securities and ~~tax~~Exchange ~~bases~~Commission ("SEC"). Comparative statements of ~~assets~~operations and ~~liabilities~~statements ~~that~~of ~~will~~cash ~~result~~flows infor the ~~future~~quarter ~~taxable~~ended ~~or deductible~~March ~~amounts~~31, 2004 have not been presented as the Company was not incorporated and ~~are~~did ~~based~~not onbegin ~~enacted~~its ~~tax~~operations ~~laws~~until April 14, 2004. Certain information and ~~rates~~footnote disclosures normally included in financial statements ~~applicable~~prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. However, the ~~periods~~Company inbelieves ~~which~~that the ~~differences~~disclosures are ~~expected to~~adequate ~~effect~~to ~~taxable~~make ~~income~~the information presented not misleading. ~~Valuation~~The ~~allowances~~financial ~~are~~statements reflect ~~established~~all ~~when~~adjustments (consisting only of normal recurring adjustments) that are, in the opinion of management, necessary tofor ~~reduce~~a ~~deferred~~fair ~~income~~presentation ~~tax~~of ~~assets~~the Company's tofinancial position and results of operations. The operating results for the ~~amount~~period ~~expected~~ended March 31, 2005 are not necessarily indicative of the results to be ~~realized~~expected for any other interim period of any future year.

Cash ~~New~~and ~~Accounting~~Cash ~~Pronouncements~~Equivalents ~~— The~~- ~~Company~~Included ~~does~~in ~~not~~cash ~~believe~~and ~~that~~cash ~~any~~equivalents ~~recently~~are ~~issued,~~deposits ~~but~~with ~~not~~financial ~~yet~~institutions ~~effective,~~as ~~accounting~~well ~~standards~~as ifshort-term ~~currently~~money ~~adopted~~market ~~would~~instruments ~~have~~with ~~a material~~maturities ~~effect~~of onthree ~~the~~months or ~~accompanying~~less ~~financial~~when ~~statements~~purchased.

~~NOTE~~Restricted 3Investments —- ~~NOTES~~Restricted investments ~~PAYABLE~~consist TOof ~~STOCKHOLDERS~~investments acquired, which were included in the Trust Fund, with maturities exceeding three months but less than three years. Consistent with Statement of Financial Accounting Standards (SFAS) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, the Company classifies all debt securities and all investments in equity securities that have readily determinable fair values as available-for-sale, as the sale of such securities may be required prior to maturity to implement management strategies. Such securities are reported at fair value, with unrealized gains or losses excluded from earnings and included in other comprehensive income (loss), net of applicable taxes.

~~In April 2004, the~~Net ~~Company~~Loss ~~issued~~Per anShare ~~aggregate of $46,000 of non~~-~~interest~~ ~~bearing,~~Net ~~unsecured~~loss ~~notes~~per ~~payable~~share tois ~~its~~computed ~~two~~based ~~stockholders.~~on ~~Such~~the ~~notes~~weighted ~~were~~average ~~repaid out~~number of ~~the~~shares ~~proceeds~~ of common ~~the~~and ~~Offering~~Class ~~(see~~B ~~Note~~common 8)stock outstanding.

6Basic earnings (loss) per share excludes dilution and is computed by dividing income (loss) available to common stockholders by the weighted average shares of common stock and Class B common stock outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Since the effect of outstanding warrants of 3,657,500 is antidilutive, they have been excluded from the Company’s computation of net loss per share. Therefore, basic and diluted loss per share were the same for the three months ended March 31, 2005.

~~NOTE~~Fair Value 4of —Financial ~~INCOME~~Instruments ~~TAXES~~- The fair values of the Company's assets and liabilities that qualify as financial instruments under Statement of Financial Accounting Standards No. 107 approximate their carrying amounts presented in the balance sheet at March 31, 2005.

~~Significant~~Use of ~~components~~Estimates and Assumptions - The preparation of financial statements in accordance with accounting principles generally accepted in the ~~Company's~~United ~~deferred~~States ~~tax~~of America requires management to make estimates and assumptions that affect certain reported amounts of assets asand liabilities and disclosure of ~~June~~contingent 30assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results can, ~~2004~~and ~~are~~in asmany ~~follows:~~cases will, differ from those estimates.

Net operating loss carryforward	$	1,200
Organization and formation costs		6,300
Less valuation allowance		(7,500	)
Net deferred tax asset	$	—

Income Taxes - Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred income tax assets to the amount expected to be realized.

~~The Company~~Reclassifications ~~has~~- Certain ~~a net operating loss carryforward of approximately $3,000~~prior ~~for~~year ~~federal~~amounts ~~and~~have ~~state~~been ~~income~~reclassified tax purposes as of June 30, 2004. The Company has recorded a full valuation allowance against its deferred tax assets as management believes it is not more likely than not that sufficient taxable income will be realized during the carry-forward period to ~~utilize~~conform ~~the deferred tax asset. Realization of the future tax benefits is dependent upon many factors, including the Company's ability~~ to ~~generate taxable income within~~ the ~~loss~~current ~~carryforward~~ period, ~~which runs through 2024~~presentation.

~~NOTE~~New Accounting 5Pronouncements —- ~~CAPITAL~~The ~~STOCK~~Company does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.

NOTE ~~Common Stock and Class B Common Stock — The Company is~~3 ~~authorized to issue 20,000,000 shares of common stock and 2,000,000~~- PUBLIC ~~shares~~OFFERING ofOF ~~Class B common stock (see Note 8).~~SECURITIES

In the ~~Preferred Stock~~Offering, —effective ~~The~~July 29, 2004 (closed on August 4, 2004), the Company issold to ~~authorized~~the public 143,750 Series A Units (the “Series A Units” or a “Series A Unit”) and 747,500 Series B Units (the “Series B Units” or a “Series B Unit”) at a price of $10.50 and $10.10 per unit, respectively, inclusive of an option issued to ~~issue~~the upunderwriters to 5purchase additional Series A Units and Series B Units,~~000~~ which ~~shares~~was exercised in full. Proceeds from the initial public offering, including the exercise of ~~Preferred~~the ~~Stock~~over ~~with~~allotment ~~such~~option, ~~designations~~totaled $8,085,653 ~~voting~~which was net of $973,472 in underwriting and other ~~rights~~expenses. ~~and~~Each Series A Unit ~~preferences~~consists asof ~~may~~two shares beof ~~determined~~the ~~from~~Company’s ~~time~~common tostock, ~~time~~five byClass ~~the~~W ~~Board~~Redeemable Warrants (a “Class W Warrant”), and five Class Z Redeemable Warrants (a “Class Z Warrant”). Each Series B Unit consists of two shares of the Company’s Class B common stock, one ~~Directors~~Class W Warrant, and one Class Z Warrant.

~~NOTE~~Both 6the Company’s —common ~~WARRANTS~~stock and Class B common stock have one vote per share. However, the Class B stockholders may, and the common stockholders may not, vote in connection with a Business Combination. Further, should a Business Combination not be consummated during the target business acquisition period, the Trust Fund would be distributed pro-rata to all of the Class B common stockholders and their Class B common shares would be cancelled and returned to the status of authorized but unissued shares.

AsEach Class W Warrant entitles the holder to purchase from the Company one share of common ~~June~~stock ~~30,~~at ~~2004~~an exercise price of $5.00, commencing on the later of (a) July 29, 2005 or (b) the ~~Company~~earlier ~~had~~of ~~outstanding~~the ~~362~~completion of a Business Combination with a target business,~~500~~ ~~Class~~or Wthe ~~Redeemable~~distribution ~~Warrants~~of (the Trust Fund to the Class B "stockholders. The Class W Warrants") ~~and~~will ~~362~~expire on July 29,~~500~~ 2009 or earlier upon redemption. Each Class Z ~~Redeemable~~Warrant ~~Warrants~~entitles the holder to purchase from the Company one share of common stock at an exercise price of $5.00, commencing on the later of (a) July 29, 2005 or (b) the "earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders. The Class Z Warrants will expire on July 29, 2011 or earlier upon redemption. The Company may redeem the outstanding Class W Warrants" and/or Class Z Warrants with the prior consent of HCFP/Brenner Securities LLC (“HCFP”), the representative of the underwriters of the Offering, in whole and not in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days' prior written notice of redemption, and if, and only if, the last sale price of the Company’s common stock equals or exceeds $7.50 per share and $8.75 per share, for a Class W Warrant and Class Z Warrant, respectively, for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption.

~~Each~~As ~~Class W~~part of ~~Warrant~~the ~~entitles~~ Offering, the ~~holder~~Company sold to ~~purchase~~HCFP, ~~from~~as representative for the underwriters, ~~Company~~for ~~one~~$100, ~~share~~an ofoption ~~common~~(the ~~stock~~“Underwriter’s atPurchase anOption” or “UPO”) ~~exercise~~to ~~price~~purchase up to a total of ~~$5.00~~12,500 ~~commencing~~additional onSeries ~~the~~A ~~later~~Units ofand/or ~~(a)~~65,000 additional ~~July~~Series ~~29,~~B ~~2005 or~~Units. ~~(b)~~The ~~the~~Series ~~earlier~~A ofUnits ~~the~~and ~~completion~~Series B Units issuable upon exercise of athis ~~Business~~option ~~Combination~~are ~~with~~identical ~~a target~~to ~~business~~those in the Offering, orexcept that the exercise ~~distribution~~price of the ~~Trust~~warrants ~~Fund~~included toin the ~~Class~~units ~~B stockholders~~are $5.50 ~~The~~per ~~Class W~~share ~~Warrants~~(110% of ~~will~~the ~~expire~~exercise onprice ~~July~~of ~~29,~~the ~~2009 or~~warrants ~~earlier~~included ~~upon~~in ~~redemption.~~the ~~Each~~units sold to the public) and the Class Z ~~Warrant~~Warrants ~~entitles~~shall ~~the holder~~be toexercisable ~~purchase~~by HCFP for a period of only five years from the ~~Company~~date ~~one~~of ~~share~~the ofOffering. ~~common~~The ~~stock~~UPO is exercisable at an$17.325 per ~~exercise~~Series ~~price~~A ofUnit and $516.~~00,~~665 per Series B Unit commencing on the later of (a) July 29, 2005 or (b) the earlier of the completion of a Business Combination with a target business, or the distribution of the Trust Fund to the Class B stockholders., ~~The~~and ~~Class Z~~expires ~~Warrants will expire~~ on July 29, ~~2011 or earlier upon redemption~~2009.

~~The Company may redeem the~~NOTE ~~outstanding~~4 ~~Class W~~- ~~Warrants~~CAPITAL and/or Class Z Warrants with the prior consent of HCFP/Brenner Securities LLC ("HCFP"), the representative of the underwriters of the Offering, in whole and not in part, at a price of $.05 per warrant at any time after the warrants become exercisable, upon a minimum of 30 days' prior written notice of redemption, and if, and only if, the last sale price of the Company's common stock equals or exceeds $7.50 per share (for a Class W Warrant) and $8.75 per share (for a Class Z Warrant), for any 20 trading days within a 30 trading day period ending three business days before the Company sent the notice of redemption.STOCK

~~NOTE 7 —~~Preferred ~~RELATED PARTY TRANSACTIONS~~Stock

~~Lawrence Burstein, a stockholder,~~The ~~director and the~~ Company's ~~President~~is ~~and~~authorized ~~Treasurer,~~to isissue ~~a principal~~up ~~stockholder~~to 5,000 ~~officer~~shares ~~and director~~ of ~~Unity~~Preferred ~~Venture~~Stock ~~Capital~~with such ~~Associates~~designations, ~~Ltd. ("Unity"). Upon completion of the Offering~~voting, ~~the~~and ~~Company~~other ~~commenced~~rights ~~paying~~and topreferences ~~Unity~~as amay ~~monthly~~be ~~fee~~determined offrom ~~$4,000~~time ~~for~~to ~~general~~time ~~and~~by ~~administrative services, including~~ the ~~use~~Board of ~~office~~ ~~space in premises occupied by Unity~~Directors.

~~In April 2004, the~~Common ~~Company~~Stock ~~issued to Lawrence Burstein, Unity, James Scibelli, a stockholder~~ and ~~the~~Class ~~Company's~~B ~~Chairman~~Common ~~and Secretary, and David Buckel and Theodore Kesten, directors, Class W~~ Stock

7The Company is authorized to issue 20,000,000 shares of common stock and 2,000,000 shares of Class B common stock. As of March 31, 2005 there were 287,600 shares of the Company’s common stock issued and outstanding and 1,495,000 shares of the Company’s Class B common stock issued and outstanding, including 298,851 Class B common shares subject to possible conversion to cash.

With the ~~warrants~~exercise toof ~~purchase~~the anover-allotment ~~aggregate~~option of(Note ~~362~~3),~~500~~ subsequent to the Offering there are 15,774,900 and 375,000 authorized but unissued shares of the Company'’s common stock and the Company’s Class Z ~~warrants to~~B ~~purchase~~common anstock, ~~aggregate~~respectively, ofavailable ~~362~~for future issuance,~~500~~ ~~shares~~after ofappropriate reserves for the ~~Company's~~ issuance of common stock, ~~for~~in connection anwith ~~aggregate~~the ~~purchase~~Class ~~price~~W ofWarrants ~~$36~~and Class Z Warrants,~~250~~ the Underwriters Purchase Option and the officers' and directors' Class W Warrants and Class Z Warrants.

~~NOTE~~The 8Company —has ~~SUBSEQUENT~~no ~~EVENT~~commitments —to ~~INITIAL~~issue ~~PUBLIC~~any ~~OFFERING~~shares OFof common stock other than as ~~SECURITIES~~described herein.

In its initial public offering, effective July 29, 2004 (closed on August 4, 2004), the Company sold to the public 143,750 Series A Units (the "Series A Units" or a "Series A Unit") and 747,500 Series B Units (the "Series B Units" or a "Series B Unit") at a price of $10.50 and $10.10 per unit, respectively, inclusive of an over allotment option issued to the underwriters to purchase additional Series A Units and Series B Units, which was exercised in full. Proceeds from the initial public offering, including the exercise of the over allotment option, totaled $8,084,540, net of $974,585 in underwriting and other expenses. Each Series A Unit consists of two shares of the Company's common stock, five Class W Warrants~~, and five Class Z Warrants. Each Series B unit consists of two shares of the Company's Class B common stock, one Class W Warrant, and one Class Z Warrant.~~

AsThe ~~part of the Offering, the Company sold to HCFP, as~~Class ~~representative~~W ~~for~~Warrants ~~the~~are ~~underwriters~~callable, ~~for~~subject ~~$100, an option (the "UPO")~~ to ~~purchase~~adjustment upin tocertain ~~a total of 12~~circumstances,~~500 additional~~ ~~Series A Units~~ and~~/or 65,000 additional Series B Units. The~~ ~~Series~~entitle Athe ~~Units~~holder ~~and Series B Units issuable upon exercise of this option are identical~~ to ~~those~~purchase ~~issued~~shares inat ~~the Offering, except that the exercise price of the warrants included in the units are~~ $5.5000 per share ~~(110%~~ ~~of the exercise price of the warrants included in the units sold to the public) and the Class Z Warrants shall be exercisable by HCFP~~ for a period ~~of only five years from the date of the Offering. The UPO is exercisable at $17.325 per Series A Unit and $16.665 per Series B Unit~~ commencing on the later of: (a) July 29, 2005 or and (b) the earlier of the completion of ~~a business combination with a~~the ~~target~~Business ~~business,~~Combination or ~~the~~ distribution of the Trust Fund to the Class B stockholders, and ~~expires~~ending on July 29, 2009. As of March 31, 2005 there were 1,828,750 Class W Warrants outstanding.

~~Item~~The Class 2Z Warrants are callable, subject to adjustment in certain circumstances, and entitle the holder to purchase shares at $5. ~~Management's~~00 ~~Discussion~~per share for a period commencing on the later of: (a) July 29, 2005 and ~~Analysis~~(b) the earlier of ~~Financial~~the completion of the ~~Condition~~Business Combination or distribution of the Trust Fund to the Class B stockholders, and ~~Results~~ending July 29, 2011. As of ~~Operations~~March 31, 2005 there were 1,828,750 Class Z Warrants outstanding.

~~We were incorporated in~~NOTE ~~April 2004 to serve as a vehicle to effect a business combination with~~5 - anRELATED ~~operating~~PARTY business. On August 4, 2004, we completed our initial public offering of 143,750 Series A Units and 747,500 Series B Units, including 18,750 Series A Units and 97,500 Series B Units issued upon exercise of the underwriters' over allotment option. Each Series A Unit consists of two shares of our common stock, five Class W Warrants and five Class Z Warrants and each Series B Unit consists of two shares of our Class B Common Stock, one Class W Warrant and one Class Z Warrant. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of our common stock at a price of $5.00.TRANSACTIONS

~~For~~The President of the Company is a ~~description~~principal stockholder, officer and director of Unity Venture Capital Associates Ltd. ("Unity") which at the ~~proceeds~~time ~~generated in~~of the Offering ~~offering~~owned 90,000 Class W Warrants and a90,000 ~~discussion~~Class ofZ ~~the~~Warrants. ~~use~~In October 2004, Unity distributed an aggregate of 82,499 of such ~~proceeds,~~Class W weWarrants ~~refer~~and ~~you~~82,499 of such Class Z Warrants to ~~Notes~~its 1stockholders (including 15,450 Class W Warrants and 815,450 ofClass Z Warrants to Mr. Burstein), leaving Unity the ~~financial~~beneficial ~~statements~~owner ~~included~~of in7,501 ~~Part~~Class W IWarrants and 7,501 Class Z ~~Item~~Warrants. 1Since July 29, 2004, upon completion of ~~this~~the ~~Form~~Offering, ~~10-Q~~the ~~and~~Company ~~Part~~has been IIobligated to pay Unity a monthly fee of $4,000 ~~Item~~for 2office and secretarial services, including the use of ~~this~~office ~~Form~~space ~~10-Q~~in premises occupied by Unity.

~~For~~In April 2004, the ~~period~~Company ~~from~~issued ~~inception~~to ~~(April~~each ~~14,~~member ~~2004)~~of ~~through~~our ~~June~~Board 30of Directors, two of whom ~~2004~~are our founding stockholders, weClass ~~had~~W aWarrants ~~net~~to ~~loss~~purchase an aggregate of 362,500 ~~$18~~shares of the Company’s common stock,~~794,~~ ~~attributable~~and Class Z Warrants to ~~organization,~~purchase ~~formation~~an ~~and~~aggregate ~~general~~of ~~and~~362,500 ~~administrative~~shares ~~expenses~~of the Company’s common stock, for an aggregate purchase price of $36,250.

~~We believe~~Item ~~that~~2. Management’s weDiscussion ~~have~~and ~~sufficient~~Analysis ~~available~~of ~~funds~~Financial toCondition ~~complete~~and ~~our~~Results ~~efforts to~~of ~~effect a business combination with an operating business~~Operations.

~~We are~~The ~~obligated,~~following ~~commencing~~discussion ~~July~~should ~~29,~~be ~~2004,~~read toin ~~pay~~conjunction towith ~~Unity~~our ~~Venture~~financial ~~Capital~~statements ~~Associates,~~and ~~Ltd.,~~footnotes anthereto ~~affiliate~~contained ofin ~~Lawrence~~this ~~Burstein,~~report ~~a stockholder, director~~ and ~~our~~the ~~President~~audited ~~and Treasurer, a monthly fee of $4,000 for~~financial ~~general~~statements and ~~administrative~~footnotes ~~services.~~included ~~Additionally,~~ in ~~April~~our ~~2004,~~Form ~~we issued an aggregate of $46,000 of non~~10-~~interest~~K ~~bearing,~~for ~~unsecured~~the ~~notes payable~~year toended ~~Mr. Burstein and to James Scibelli, a stockholder and our~~December ~~Chairman and Secretary~~31, ~~which were outstanding as of June 30,~~ 2004. ~~Such notes were repaid out of the proceeds of our initial public offering.~~

Recent Events

On March 24, 2005, we executed a definitive agreement for our merger with FreeSeas, Inc. (“FreeSeas”), formerly known as Adventure Holdings, S.A. (the “Transaction”). FreeSeas, through wholly-owned subsidiaries, owns and operates two bulk carriers, the M/V “Free Destiny” and the M/V “Free Envoy.” In additon, in April 2005, FreeSeas, through a newly formed subsidiary, entered into a memorandum of agreement to acquire a new carrier. The purchase price for the carrier is $11,025,000. Delivery of the carrier and completion of the purchase price is expected to occur in the late second quarter of 2005.

The definitive merger agreement for the Transaction contemplates our merger with and into FreeSeas, with our current stockholders receiving one share and one warrant of FreeSeas for each share and warrant they presently own. After giving effect to the Transaction, our stockholders will own approximately 28.4% of FreeSeas. In addition, the management of FreeSeas will receive options and warrants to acquire an additional 950,000 shares of FreeSeas’ common stock, exercisable at $5.00 per share over terms ranging from three to five years. The Transaction is subject to, among other things, the filing of definitive proxy materials with the Securities and Exchange Commission and approval of the Transaction by our stockholders. On May 11, 2005, a joint proxy statement / prospectus relating to the Transaction was filed as part of a FreeSeas registration statement on Form F-1. There can be no assurance that the Transaction will be consummated.

General

We were incorporated in April 2004 to serve as a vehicle to effect a business combination with an operating business. On August 4, 2004, we completed our initial public offering of 143,750 Series A Units and 747,500 Series B Units, including 18,750 Series A Units and 97,500 Series B Units issued upon exercise of the underwriters’ over allotment option. Each Series A Unit consists of two shares of our common stock, five Class W Warrants and five Class Z Warrants and each Series B Unit consists of two shares of our Class B Common Stock, one Class W Warrant and one Class Z Warrant. Each Class W Warrant and Class Z Warrant entitles the holder to purchase one share of our common stock at a price of $5.00.

For a description of the proceeds generated in the offering and a discussion of the use of such proceeds, see liquidity and capital resources below and Notes 1 and 3 of the interim financial statements included elsewhere in this Form 10-Q.

Operations

Net loss for the three months ended March 31, 2005 consisted of interest income on the Trust Fund investment and cash and cash equivalents of $44,595, offset by operating expenses of $190,116 for transaction costs, $22,443 for professional fees, and $30,873 for other operating expenses, which includes $12,000 of expense related to a monthly administrative services agreement with an affiliate.

Liquidity and Capital Resources

We consummated our initial public offering on August 4, 2004. Gross proceeds from our initial public offering, including the full exercise of the underwriters' over-allotment option, were $9,059,125. After deducting offering expenses of $973,472, net proceeds were $8,085,653. Of this amount, $7,549,750 was placed in a trust account and the remaining proceeds have been available to be used to provide for our business, legal and accounting due diligence costs on prospective acquisitions and our continuing general and administrative expenses. We will use substantially all of the net proceeds of our initial public offering to acquire a target business, including identifying and evaluating prospective acquisition candidates, selecting the target business, and structuring, negotiating and consummating the business combination. To the extent that our capital stock is used in whole or in part as consideration to effect a business combination, the proceeds held in the trust fund as well as any other net proceeds not expended will be used to finance the operations of the target business. We believe that we have sufficient available funds outside of the trust fund to operate through January 31, 2006, assuming that a business combination is not consummated during that time. We do not believe we will need to raise additional funds following the initial public offering in order to meet the expenditures required for operating our business purpose.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Market risk is the exposure to loss resulting from changes in interest rates, foreign currency exchange rates, commodity prices and equity prices. We do not believe we are exposed to significant market risk.

Item 4. Controls and Procedures

Our management carried out an evaluation, with the participation of ~~Lawrence~~ Lawrence Burstein, our principal executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures as of March 31, 2005. Based upon that evaluation, Mr. Burstein concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.

8There has not been any change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the three months ended March 31, 2005 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART ~~and~~II ~~procedures~~- asOTHER of June 30, 2004. Based upon that evaluation, Mr. Burstein concluded that our disclosure controls and procedures were effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission.INFORMATION

~~There has not been any~~Item change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(d) under the Exchange Act that occurred during the period from inception (April 14, 2004) through June 30, 2004 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting6. Exhibits

Exhibit Number	Exhibit Description

31.1	Rule 13a-14(a)/15d-14(a) Certification
31.2	Rule 13a-14(a)/15d-14(a) Certification
32	Section 1350 Certifications

PART II — OTHER INFORMATION

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

Recent Sales of Unregistered Securities

In connection with our formation, we issued in May 2004: (i) 50 shares of our common stock to each of Lawrence Burstein and James Scibelli, at a purchase price of $5.00 per share; (ii) an aggregate of 170,000 Class W Warrants and 170,000 Class Z Warrants to Mr. Burstein and Unity, at a purchase price of $0.05 per warrant; (iii) 170,000 Class W Warrants and 170,000 Class Z Warrants to Mr. Scibelli, at a purchase price of $0.05 per warrant; and (iv) 11,250 Class W Warrants and 11,250 Class Z Warrants to each of David Buckel and Theodore Kesten, each a member of our Board of Directors, at a purchase price of $0.05 per warrant. All of such persons are accredited investors as defined by Rule 501 under the Securities Act of 1933.

The offer and sale of the common stock, the Class W Warrants and the Class Z Warrants were not registered under the Securities Act of 1933 because the offer and sale were made in reliance on the exemption provided by Section 4(2) of the Securities Act of 1933 and Rule 506 thereunder for transactions by an issuer not involving a public offering.

Use of Proceeds

The effective date of our registration statement, filed on Form S-1 under the Securities Act of 1933 (File Nos. 333-115319) relating to the initial public offering of our Series A Units, Series B Units, common stock, Class B common stock, Class W Warrants and Class Z Warrants, was July 29, 2004. A total of 143,750 Series A Units and 747,500 Series B Units were registered and sold. The managing underwriter for the public offering was HCFP/Brenner Securities LLC.

The offering commenced on July 29, 2004 and closed on August 4, 2004. The Series A Units were sold at an offering price of $10.50 per unit and the Series B Units were sold at an offering price of $10.10 per unit. The aggregate offering price was $9,059,125. We incurred approximately $974,000 of underwriting discounts and expenses in connection with the offering. Our net proceeds totaled $8,084,540. Of such net proceeds, $7,549,750 are held in a trust fund maintained by American Stock Transfer & Trust Company, as trustee. We will use the net proceeds held in trust to enter into a business combination with an operating company. Such funds will not be released from the trust fund until the earlier of the completion of a business combination or the distribution of the proceeds to our Class B shareholders. The proceeds held in the trust fund may be used as consideration to pay the sellers of a target business with which we ultimately complete a business combination. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business or to effect other acquisitions, as determined by our board of directors at that time. The remaining net proceeds of $534,790 are not held in the trust fund and will be used to pay expenses which we may incur related to the investigation and selection of a target business and the negotiation of an agreement to acquire a target business, as well as for general working capital.

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits.

(b) Reports on Form 8-K.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

TRINITY PARTNERS ACQUISITION COMPANY INC. By: /s/ Lawrence Burstein Lawrence Burstein President and Treasurer (Principal Executive and Financial Officer)

ByDate: ~~/s/~~May 20, ~~Lawrence Burstein Lawrence BursteinPresident and Treasurer(Principal Executive and Financial Officer)~~2005

Date: September 13, 2004


ASSETS	March 31, 2005			December 31, 2004
	Unaudited			Audited
Current Assets
Cash and cash equivalents	$	444,479		$	484,802
Restricted investment		7,642,601			7,601,236
Other assets		-			23,874
Total current assets		8,087,080			8,109,912
Total assets	$	8,087,080		$	8,109,912

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities

Accounts payable and accrued expenses	$	249,991		$	72,836
Total current liabilities		249,991			72,836

Common Stock, subject to possible conversion to cash,
298,851 shares at conversion value		1,527,759			1,519,490

Commitments and contingencies

Stockholders' Equity

Preferred stock, par value $.0001 per share,
5,000 shares authorized, no shares issued		-			-

Common stock, par value $.0001 per share,
20,000,000 shares authorized, 287,600 shares issued
and outstanding		29			29

Common stock, Class B, par value $.0001 per share,
2,000,000 shares authorized, 1,196,149 shares issued
and outstanding (excluding 298,851 shares subject to
possible conversion to cash)		120			120
Additional paid-in capital		6,594,495			6,602,764
Accumulated deficit		(285,314	)		(86,477	)
Accumulated other comprehensive income		-			1,150
Total stockholders' equity		6,309,330			6,517,586
Total liabilities and stockholders' equity	$	8,087,080		$	8,109,912

Exhibit No.

Exhibit Description

Rule 13a-14(a)/15d-14(a) Certification

Rule 13a-14(a)/15d-14(a) Certification

Section 1350 Certifications

Filing Compare · Trinity Partners Acquistion CO Inc.