SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (Amendment No. _________)* TRINITY PARTNERS ACQUISITION COMPANY INC. -------------------------------------------------------------------------------- (Name of Issuer) Class B Common Stock, $0.0001 par value -------------------------------------------------------------------------------- (Title of Class of Securities) 896552 20 5 -------------------------------------------------------------------------------- (CUSIP Number) March 1, 2005 -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). -------------------------- ----------------------- CUSIP NO. 896552 20 5 13G PAGE 2 OF 6 PAGES -------------------------- ----------------------- -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Edward S. Gutman -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3 SEC USE ONLY -------------------------------------------------------------------------------- 4 CITIZENSHIP OR PLACE OF ORGANIZATION United States -------------------------------------------------------------------------------- 5 SOLE VOTING POWER 146,700 Shares ----------------------------------------------------- NUMBER OF SHARES 6 SHARED VOTING POWER BENEFICIALLY OWNED BY 0 EACH ----------------------------------------------------- REPORTING PERSON 7 SOLE DISPOSITIVE POWER WITH 146,700 Shares ----------------------------------------------------- 8 SHARED DISPOSITIVE POWER 0 -------------------------------------------------------------------------------- 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 146,700 Shares -------------------------------------------------------------------------------- 10 CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ] -------------------------------------------------------------------------------- 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 9.8% -------------------------------------------------------------------------------- 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! -------------------------- ----------------------- CUSIP NO. 896552 20 5 13G PAGE 3 OF 6 PAGES -------------------------- ----------------------- ITEM 1(A). NAME OF ISSUER: Trinity Partners Acquisition Company Inc. ITEM 1(B.) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 245 Fifth Avenue, Suite 1600, New York, New York 10016 ITEM 2(A). NAME OF PERSONS FILING: Edward S. Gutman ("Gutman") ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address of Gutman is 888 Seventh Avenue, 17th Floor, New York, New York 10106 ITEM 2(C). CITIZENSHIP: Gutman is a United States citizen ITEM 2(D). TITLE OF CLASS OF SECURITIES: Class B common stock, par value $.0001 per share ITEM 2(E). CUSIP NUMBER: 896552 20 5 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Exchange Act; (b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act; (c) [ ] Insurance company as defined in Section 3(a)(19) of the Exchange Act; (d) [ ] Investment company registered under Section 8 of the Investment Company Act; (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(ii)(G) (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). -------------------------- ----------------------- CUSIP NO. 896552 20 5 13G PAGE 4 OF 6 PAGES -------------------------- ----------------------- ITEM 4. OWNERSHIP Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: Gutman beneficially owns 146,700 shares of Class B common stock, of which 21,000 shares of Class B common stock are held by the Gutman Family Foundation ("Foundation"). Gutman is the President of the Foundation. As President, Gutman has sole dispositive and voting power over the shares held by the Foundation. Does not include an aggregate of 138,200 shares of common stock issuable upon exercise of Class W and Class Z warrants, of which 15,000 are held by the Foundation, all of which such warrants are not currently exercisable and will not become exercisable within the next 60 days. (b) Percent of Class: 9.8% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: 146,700 shares of common stock (ii) Shared power to vote or to direct the vote: 0 shares of common stock (iii) Sole power to dispose or to direct the disposition of: 146,700 shares of common stock (iv) Shared power to dispose or to direct the disposition of: 0 shares of common stock Instruction: For computations regarding securities which represent a right to acquire an underlying security see Rule 13d-3(d)(1). ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: |_| ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. None. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON. None. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. None. -------------------------- ----------------------- CUSIP NO. 896552 20 5 13G PAGE 5 OF 6 PAGES -------------------------- ----------------------- ITEM 9. NOTICE OF DISSOLUTION OF GROUP. None. ITEM 10. CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. -------------------------- ----------------------- CUSIP NO. 896552 20 5 13G PAGE 6 OF 6 PAGES -------------------------- ----------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 11, 2005 /s/ Edward S. Gutman --------------------------- Edward S. Gutman