UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 8-K

~~Current Report~~CURRENT REPORT

Pursuant to Section 13 orOR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 17, 2004

Date of Report (Date of earliest event reported)		May 31, 2005
Trinity3 Corporation
(Exact name of registrant as specified in its charter)
Delaware	000-26651				65-0884085
(State or other jurisdiction of incorporation)	(Commission File Number)				(IRS Employer Identification No.)
20261 Acacia Street, Suite 200 Newport Beach, California				92660
(Address of principal executive offices)				(Zip Code)
Registrant’s telephone number, including area code:			(949) 660-1212

(Former name or former address, if changed since last report.)

~~Trinity3~~Check ~~Corporation~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~(Exact~~[ ~~name~~] Written ofcommunications ~~registrant~~pursuant asto ~~specified~~Rule in425 ~~its~~under ~~charter~~the Securities Act (17 CFR 230.425)

Delaware (State or other jurisdiction of incorporation)	000-26651 (Commission File Number)	65-0884085 (I.R.S. Employer Identification No.)
1920 Main Street, Suite 980 Irvine, California 92614 (Address of principal executive offices) (zip code)
(949) 910-2383 (Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report.)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Check~~[ ~~the appropriate box below if the Form 8~~] Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the~~under ~~filing obligation of~~ the ~~registrant~~Exchange ~~under~~Act (17 ~~any~~CFR ~~of the following provisions:~~240.14d-2(b))

o[ ~~Written~~] Pre-commencement communications pursuant to Rule ~~425~~13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~13e-4(c))

oThis Form ~~Soliciting~~8-K ~~material~~and ~~pursuant~~other toreports ~~Rule~~filed ~~14a-12~~by ~~under~~the Registrant from time to time with the Securities and Exchange ~~Act~~Commission (17collectively ~~CFR~~the ~~240.14a-12~~“Filings”) contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant’s management as well as estimates and assumptions made by the Registrant’s management. When used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant’s management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant’s industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

oSection 1 ~~Pre~~-~~commencement~~ ~~communications~~Registrant’s ~~pursuant~~Business toand ~~Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Operations

oItem 1.02 ~~Pre-commencement~~Termination ~~communications~~of ~~pursuant~~a toMaterial ~~Rule~~Definitive ~~13e-4(c) under the Exchange Act (17 CFR 240~~Agreement.~~13e-4(c))~~

~~Item~~On 1April 4, 2005, the Registrant filed a Current Report on Form 8-K to disclose that it received a notice of default under the 10% Convertible Debenture issued on February 9, 2004, to Bumper Fund, L.~~02 Termination~~P. in the principal amount of a$250,000 ~~Material~~(the "Debenture"). ~~Definitive~~The ~~Agreement~~Registrant and Bumper Fund agreed that Bumper Fund would have the right to convert the outstanding balance under the Debenture into the Registrant's common stock at the rate of $0.01 per share, if such balance was not repaid by May 31, 2005. On May 31, 2005, the Registrant repaid all of the outstanding balance due under the Debenture.

On December 17, 2004, we entered into an agreement with the previous owner of Skyline Orthopedics, Inc. which, among other things, terminated our obligations under that certain $250,000 promissory note dated February 11, 2004, and the accompanying Guarantee. The promissory note was entered into in connection with our purchase of Skyline Orthopedics, Inc. The consulting agreement entered into with the same party at the time of acquisition was previously terminated, and thus there currently is no existing material relationship between us and the seller. The termination of the note will not have a material income statement effect on the fourth quarter results of operations, but will reduce debt on our balance sheet by $250,000 and reduce goodwill paid in the acquisition by a similar amount.

Item 3.02 Unregistered Sales of Equity Securities

On December 17, 2004, in connection with the cancellation of $250,000 in indebtedness, we issued 30,000 shares of our common stock, restricted in accordance with Rule 144, to one individual. The issuance was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, and the individual was a sophisticated purchaser.

EXHIBITS

None.

SIGNATURES

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

Dated: December 17, 2004

		TRINITY3 CORPORATION
		(Registrant)

Date	June 3, 2005
By:		/s/ STEVEN D. HARGREAVES
Name		Steven D. Hargreaves
Title:		Chief Financial Officer

	Trinity3 Corporation,a Delaware corporation
	By:	/s/ Steven D. Hargreaves
		By: Steven D. Hargreaves
		Its: President and Chief Financial Officer

By: /s/ Shannon T. Squyres By: Shannon T. Squyres Its: Chief Executive Officer and Secretary

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