SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

         (MARK ONE)

X        QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED

                                MARCH 31, 2001 OR

         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: 000-30619

                         TRINITY MEDICAL GROUP USA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>
<S>                                                                                         <C>
                     FLORIDA                                                                68-0438943
---------------------------------------------------                           ----------------------------------------
  (STATE OR OTHER JURISDICTION OF INCORPORATION)                               (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>

         30021 TOMAS STREET, SUITE 300, RANCHO SANTA MARGARITA, CA 92688
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES WITH ZIP CODE)


                                 (949) 459-2170
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                     REPORT)

Indicate by check mark 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_____

         APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. YES___ NO_____

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

              Class                              Outstanding at May 11, 2001
 Common Stock - $0.001 par value                      11,263,038 shares

<PAGE>
<TABLE>
<CAPTION>
                                      INDEX

                                                                                                     PAGE
                                                                                                     ----
<S>                                                                                                   <C>
COVER PAGE.............................................................................................1

INDEX..................................................................................................2

PART I - FINANCIAL INFORMATION

         Item 1 - Financial Statements:
                    Balance Sheets.....................................................................3
                    Statements of Operations...........................................................4
                    Statements of Cash Flows...........................................................5
                    Notes to Financial Statements......................................................6

         Item 2 - Management's Discussion and Analysis
                   or Plan of Operation................................................................9

PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings...................................................................13
         Item 2 - Changes in Securities and Use of Proceeds...........................................13
         Item 3 - Defaults Upon Senior Securities ....................................................13
         Item 4 - Submission of Matters to a Vote of Security Holders.................................13
         Item 5 - Other Information...................................................................13
         Item 6 - Exhibits and Reports on Form 8-K....................................................13
         Signatures ..................................................................................15
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                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                                             TRINITY MEDICAL GROUP USA, INC.
                                          (a company in the development stage)
                                                     BALANCE SHEETS
<TABLE>
<CAPTION>
                                                         ASSETS
                                                                                   March 31,            December 31,
                                                                                      2001                  2000
                                                                               -------------------   -------------------
Current Assets:
<S>                                                                                       <C>                 <C>
       Cash                                                                               $ 5,521             $ 117,056
       Prepaid expenses and deposits                                                        4,245                 4,245
                                                                               ------------------    ------------------

            Total current assets                                                            9,766               121,301
                                                                               ------------------    ------------------
Property and equipment
       Office furniture and fixtures                                                        6,088                 6,088
       Office equipment                                                                     4,973                 4,973
                                                                               ------------------    ------------------
                                                                                           11,061                11,061
            Less accumulated depreciation                                                  (1,376)                 (667)
                                                                               ------------------    ------------------
                 Net property and equipment                                                 9,685                10,394
                                                                               ------------------    ------------------

                      Total assets                                                       $ 19,451             $ 131,695
                                                                               ==================    ==================

                                          LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
       Accounts payable                                                                  $ 84,003              $ 17,861
       Payable to affiliates                                                              900,249               632,249
       Accrued liabilities                                                                133,894               157,431
       Deferred compensation                                                               87,500                12,500
       Notes payable to officer                                                            60,500                     -
       Convertible promissory note                                                        500,000               500,000
                                                                               ------------------    ------------------
            Total current liabilities                                                   1,766,146             1,320,041
                                                                               ------------------    ------------------

Stockholders' deficit:
       Common stock, $.001 par value, 50,000,000 shares
            authorized, 11,263,038 shares issued and outstanding                           11,263                11,263
       Additional paid-in capital                                                       1,873,908             1,873,908
       Deficit accumulated during the development stage                                (3,631,866)           (3,073,517)
                                                                               ------------------    ------------------
                      Total stockholders' deficit                                      (1,746,695)           (1,188,346)
                                                                               ------------------    ------------------
                      Total liabilities and stockholders' deficit                        $ 19,451             $ 131,695
                                                                               ==================    ==================

                            The accompanying notes are an integral part of these statements.

                                                            3
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<PAGE>

                                             TRINITY MEDICAL GROUP USA, INC.
                                          (a company in the development stage)
                                                STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                         Period
                                                     from Inception                     Three Months Ended
                                                           to                                March 31,
                                                     March 31, 2001                2001                    2000
                                                  ---------------------     --------------------    -------------------
Operating expenses:
<S>                                                       <C>                        <C>                           <C>
     Research and development                             $ (1,569,249)              $ (268,000)                   $ -
     General and administrative                             (1,374,892)                (250,998)              (127,924)
     Acquisition costs                                        (404,200)                       -                      -
                                                  ---------------------     --------------------    -------------------
                 Total operating expenses                   (3,348,341)                (518,998)              (127,924)
                                                  ---------------------     --------------------    -------------------

Other income (expense):
     Interest income                                             3,845                      331                  1,042
     Interest expense                                         (278,925)                 (39,682)               (18,658)
     Loss on sale of investments                                (8,445)                       -                      -
                                                  ---------------------     --------------------    -------------------
                                                              (283,525)                 (39,351)               (17,616)
                                                  ---------------------     --------------------    -------------------
                 Net Loss                                 $ (3,631,866)              $ (558,349)            $ (145,540)
                                                  =====================     ====================    ===================

     Basic and diluted loss per common
        share                                                                           $ (0.05)               $ (0.01)
                                                                            ====================    ===================
     Basic and diluted weighted average
        common shares outstanding                                                    11,263,038             10,226,000
                                                                            ====================    ===================

                            The accompanying notes are an integral part of these statements.

                                                            4
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<PAGE>

                                             TRINITY MEDICAL GROUP USA, INC.
                                          (a company in the development stage)
                                                STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                Period
                                                            from Inception             Three Months Ended
                                                                  to                        March 31,
                                                            March 31, 2001          2001               2000
                                                           -----------------   ----------------  -----------------
 Cash flows from operating activities:
<S>                                                            <C>                  <C>                <C>
      Net loss                                                 $ (3,631,866)        $ (558,349)        $ (145,540)
      Adjustments to reconcile net loss to net
        cash used in operating activities:
         Depreciation                                                 1,376                709                  -
         Stock issued for services and interest payment             385,919                  -                  -
         Intrinsic value of beneficial conversion                   146,552                  -                  -
         Loss on sale of investments                                  8,445                  -                  -
         Changes in assets and liabilities:
            Prepaid expenses and deposits                            (4,245)                 -                  -
            Accounts payable                                         84,003             66,142             (8,343)
            Payable to affiliates                                   900,249            268,000                  -
            Accrued liabilities and deferred compensation           221,394             51,463             18,658
                                                           -----------------   ----------------  -----------------
               Net cash used in operating activities             (1,888,173)          (172,035)          (135,225)
                                                           -----------------   ----------------  -----------------

 Cash flows from  investing activities:
      Purchases of fixed assets                                     (11,061)                 -                  -
      Purchases of investments                                      (69,330)                 -                  -
      Proceeds from sale of investments                              60,885                  -                  -
                                                           -----------------   ----------------  -----------------
               Net cash used in investing activities                (19,506)                 -                  -
                                                           -----------------   ----------------  -----------------
 Cash flows from financing activities:
      Proceeds from issuance of convertible notes payable           772,500                  -             30,000
      Proceeds from issuance of officer notes payable                60,500             60,500                  -
      Proceeds from issuance of convertible promissory
         note                                                       500,000                  -                  -
      Net proceeds from sale of common stock units                  570,600                  -                  -
      Collection of subscription receivable                           9,600                  -                  -
                                                           -----------------   ----------------  -----------------

               Net cash provided by financing activities          1,913,200             60,500             30,000
                                                           -----------------   ----------------  -----------------
               Net increase (decrease) in cash and
                   cash equivalents                                   5,521           (111,535)          (105,225)
 Cash and cash equivalents - beginning of period                          -            117,056            171,485
                                                           -----------------   ----------------  -----------------
 Cash and cash equivalents - end of period                          $ 5,521            $ 5,521           $ 66,260
                                                           =================   ================  =================
 Non-cash investing and financing activities:
      Issuance of common stock to founding shareholders
        in exchange for subscription receivable                     $ 9,600                $ -                $ -
                                                           =================   ================  =================
      Conversion of convertible notes payable and
        related accrued interest and commissions
        to common stock                                           $ 929,219                $ -                $ -
                                                           =================   ================  =================

                            The accompanying notes are an integral part of these statements.

                                                            5
</TABLE>
<PAGE>

                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)
                          NOTES TO FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The accompanying unaudited financial statements contain all adjustments
(consisting only of normal recurring adjustments) which in the opinion of
management are necessary to present fairly the financial position of the Company
at March 31, 2001, and the results of its operations and its cash flows for the
three month periods ended March 31, 2001 and 2000 and for the period from
inception (September 28, 1998) to March 31, 2001. Certain information and
footnote disclosures normally included in financial statements have been
condensed or omitted pursuant to rules and regulations of the Securities and
Exchange Commission, although the Company believes that the disclosures in the
financial statements are adequate to make the information presented not
misleading.

The financial statements included herein should be read in conjunction with the
financial statements included in the Company's Form 10-KSB as of December 31,
2000 and 1999 and for the year ended December 31, 2000 and for the periods from
inception (September 28, 1998) to December 31, 2000 and 1999, filed with the
Securities and Exchange Commission on March 30, 2001.

NOTE B - GOING CONCERN

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As shown in the financial
statements, the Company is in the development stage and, at March 31, 2001 has
accumulated losses amounting to $3,631,866. For the three month period ended
March 31, 2001, and for the period from inception to March 31, 2001 the Company
used $172,035 and $1,888,173 respectively, of cash in its operations.
Additionally, the Company has a working capital deficit of $1,756,380 and a
stockholders' deficit of $1,746,695 at March 31, 2001.

The Company or its affiliate, Trinity Assets Company Limited, has not yet
submitted an application for an approval from the Thai Ministry of Health or
Food and Drug Administration to market, distribute and manufacture REMUNE.
Approval of REMUNE by the Thai Food and Drug Administration or Ministry of
Public Health is necessary for the marketing, distribution and manufacture of
REMUNE. If the Thai Food and Drug Administration does not approve REMUNE, it
cannot be marketed, sold or manufactured in Thailand and the Company will be
unable to generate any revenue in Thailand or any other of its licensed
countries.

The Company requires substantial capital to pursue its operating strategy, which
includes commercialization of the drug REMUNE, and currently has limited cash
for operations. Until the Company can obtain revenues sufficient to fund working
capital needs and additional research and development costs necessary to obtain
the regulatory approvals for commercialization, the Company will be dependent
upon external sources of financing. These factors, among others, raise
substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments relating to the
recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern for a reasonable period of time.


                                       6
<PAGE>
                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)
                          NOTES TO FINANCIAL STATEMENTS

The Company intends to market REMUNE in the countries where it has the rights
through partners or affiliated firms, which will carry out the local regulatory
requirements, distribution, and product support. The Company intends to finance
the aforementioned activities through a primary offering. The Company filed a
registration statement on Form SB-2 on October 20, 2000 to register 2,000,000
common shares to be sold by the Company directly or through underwriters or
dealers from time to time.

The Company's initial efforts have focused on the research and development of
REMUNE (through Trinity Medical Group, Ltd. or Trinity Assets Company Limited,
affiliates of the Company) and securing sales and marketing rights in Thailand.
There can be no assurance that management will be successful in raising the
necessary funds to complete the clinical trials and obtain the necessary
government approvals for the manufacture and sale of REMUNE. The Company's
ability to continue as a going concern will depend upon these factors and the
success of future operations.

NOTE C - LOSS PER SHARE

Excluded from the computation of basic and diluted loss per common share were
stock options and warrants outstanding for the purchase of 234,350 shares of
common stock as of March 31, 2001 because the representative share increments
would be antidilutive. Also excluded from the computation of basic and diluted
loss per common share were an estimated 225,000 shares of common stock issuable
as of March 31, 2001 upon the conversion of a convertible promissory note
because the representative share increments would be antidilutive.

NOTE D - DEFERRED COMPENSATION

The Company has deferred the compensation of its Chief Executive Officer since
December 31, 2000 in order to conserve cash. The outstanding deferred
compensation balance bears interest at prime (8% at March 31, 2001) plus 2% and
is due on demand.

NOTE E - NOTES PAYABLE TO OFFICER

During March 2001 the Company borrowed, through the issuance of three separate
notes, $60,500 from its Chief Executive Officer. The notes payable are
uncollateralized, bear interest at 15% per annum and are due the earlier of one
year from the date of the notes or the date on which the Company receives a
minimum of $200,000 of financing through the issuance of its common stock or
debt (or both) to non-affiliated persons or entities.

NOTE F - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2001, Trinity Assets Company Limited
billed Trinity USA approximately $268,000 for costs incurred related to the
research and development of the drug REMUNE. Since inception through March 31,
2001, no amounts have been paid to Trinity Assets Company Limited for amounts
previously billed. As of March 31, 2001, the Company has recorded a liability
for amounts payable to Trinity Assets Company Limited and Trinity Medical Group
Ltd. in the amounts of $585,950 and $314,299, respectively, which is included in
Payable to Affiliates on the accompanying balance sheet.


                                       7
<PAGE>

                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)
                          NOTES TO FINANCIAL STATEMENTS

The amounts owed to these entities have no definitive repayment terms. All
amounts paid or payable to Trinity Asset Company Limited or Trinity Medical
Group, Ltd. that relate to research and development expenses have been, or will
be, paid under the terms of the applicable sublicense and supply agreement or
collaboration and supply agreement. The Company's obligations to pay for such
expenses extend only until full regulatory approval for the sale of REMUNE in
Thailand is granted.

NOTE G - SUBSEQUENT EVENTS

On May 8, 2001, the Company and The Immune Response Corporation amended the
License and Collaboration Agreement to set the earliest possible termination
date to August 31, 2004. The amendment to the License and Collaboration
Agreement also states that The Immune Response Corporation will manufacture,
sell and deliver to Trinity USA a quantity of REMUNE equal to Trinity USA's
requirement of REMUNE for commercial sale and distribution in its territory, up
to 25% of The Immune Response Corporation's actual monthly production of the
product. In the event Trinity USA's requirement of REMUNE exceeds 25% of The
Immune Response Corporation's actual monthly production, Trinity USA may request
additional product and The Immune Response Corporation, in its sole discretion,
may manufacture and sell the additional product to Trinity USA. The Company's
cost of REMUNE is contractually based upon The Immune Response Corporation's
manufacturing cost, as defined under generally accepted accounting principles,
plus an agreed upon markup percentage. The amendment to the License and
Collaboration Agreement eliminated the requirement for the Company to pay
royalties to The Immune Response Corporation as a result of sales of REMUNE in
the Company's licensed territories.

In April 2001, the Company borrowed, through the issuance of two notes, $30,000
from its Chief Executive Officer. The notes payable are uncollateralized, bear
interest at 15% per annum and are due the earlier of one year from the date of
the note or the date on which the Company receives a minimum of $200,000 of
financing through the issuance of its common stock or debt (or both) to
non-affiliated persons or entities.

                                       8
<PAGE>
ITEM 2.           MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS.

         This report contains certain forward-looking statements which involve
substantial risks and uncertainties. These forward-looking statements can
generally be identified because the context of the statement includes words such
as "may," "will," "expect," "anticipate," "intend," "estimate," "continue,"
"believe," or other similar words. Similarly, statements that describe our
future plans, objectives and goals are also forward-looking statements. Our
factual results, performance or achievements could differ materially from those
expressed or implied in these forward-looking statements as a result of certain
factors, including those listed in this report.

OUR LICENSED TECHNOLOGY.

         Trinity Medical Group USA, Inc. was incorporated in the State of
Delaware on September 28, 1998 and reincorporated in Nevada in November of 1999
with its principal place of business in California. In December 1999, as the
result of a reorganization, we became a Florida corporation. Trinity USA is an
affiliate of Trinity Medical Group, Ltd. and Trinity Assets Company Limited. We
are a late development stage company with rights to market an HIV-Immunogen also
known as REMUNE, a patented therapeutic vaccine treatment, designed to induce
specific T cell responses in people infected with the Human Immunodeficiency
Virus, or HIV. REMUNE is an immune-based therapy consisting of whole inactivated
HIV-1 virus depleted of its gp120 coat protein based on Dr. Jonas Salk's vaccine
technology.

         REMUNE is designed to stimulate an HIV-infected individual's immune
system to attack HIV, the virus that causes AIDS. We believe that results from
previous clinical trials demonstrate that REMUNE significantly boosts
HIV-specific immune responses and may induce a positive virologic effect in
HIV-infected individuals. Furthermore, we believe REMUNE stimulates the
production of specific antiviral substances that naturally protect components of
the immune system from HIV infection. Leading HIV clinical researchers have
begun to recognize that in order to effectively stop or slow the progression of
HIV to AIDS, therapies must stimulate HIV-specific cell mediated immune
responses in infected individuals in addition to reducing viral load through the
use of anti-viral drugs. Trinity USA and its affiliates completed Phase II
clinical trials in Thailand where REMUNE was used as a sole treatment for
individuals infected with HIV.

         In November 2000, Trinity USA gained approval from two national
committees of the Thai government, The Technical Subcommittee on AIDS Vaccine
Development and the National Ethical Committee, Ministry of Public Health, to
conduct an open label program, known as M903, to treat up to 10,000 individuals.
Results of this program were not required by the Thai FDA in their consideration
of REMUNE for full commercialization. Trinity USA has indefinitely postponed the
initiation of this program until such time that adequate funding for the program
becomes available, if ever.

                                PLAN OF OPERATION

GENERAL OVERVIEW.

         We have minimal operations, nominal assets and no revenues from
operations. We have only approximately one year of business history. Our
estimates indicate that we will not generate internal cash flows from the sale
of REMUNE until 2002. As we do not currently have any external sources of
funding, our inability to successfully implement the offering of shares under
our SB-2 registration statement and further our business strategy may compromise
our ability to achieve our projected revenues.

         Our goal is to develop our initial product, REMUNE, so that it may be
sold throughout our licensed territory. We intend to support the regulatory
approvals and then distribute the product first in Thailand. We later intend to
engage in sub-license and supply agreements with parties in our licensed
territory countries who will carry out local regulatory requirements related to
new drug applications,

                                       9
<PAGE>

distribution and product support for REMUNE. In Thailand, we have sub-licensed
our rights to REMUNE to Trinity Assets Company Limited.

CAPITAL REQUIREMENTS, CASH FLOW AND OTHER OPERATING CONSIDERATIONS.

         Trinity USA requires substantial capital to pursue its operating
strategy and currently has limited cash for operations. Until we can obtain
revenues sufficient to fund working capital needs, Trinity USA will be dependent
upon external sources of financing. To date, we have no internal sources of
liquidity and do not expect to generate any internal cash flow until 2002. For
the three month period ended March 31, 2001, we used approximately $172,000 of
cash in our operations. This cash was provided by financing activities which
included the issuance of a convertible promissory note in the fourth quarter of
2000 and officer notes payable in March 2001. The cash used in operations
related primarily to officer salaries and professional fees incurred in
connection with the filing of our registration statement on Form SB-2 and our
Form 10-KSB for the year ended December 31, 2000. We expect to incur
approximately $900,000 of research and development expenses during 2001 related
to the research and development of our product, REMUNE.

         Our current monthly operating overhead is approximately $75,000 which
amount will increase if and as we expand our operations. This estimate excludes
our average monthly research and development expenses to date of approximately
$125,000. Approximately $55,000 of the total $75,000 monthly operating overhead
relates to officer salaries and director expenses. When we hire the seven
additional employees mentioned in more detail below, we expect it will add
approximately $45,000 per month to our operating overhead.

         We do not have any other commitments to secure additional capital and
there is no assurance that any additional funds needed will be available on
favorable terms, if at all. We require substantial working capital to fund our
business. We currently anticipate that the net proceeds from our sale of our
shares of common stock covered by our SB-2 registration statement, together with
our available funds, will be sufficient to meet our anticipated needs for
working capital and capital expenditures through at least the next 12 months.
However, we may need to raise additional funds prior to the expiration of this
period. Moreover, there is no assurance that our estimate of our liquidity needs
is accurate or that new business development or other unforeseen events will not
occur, resulting in the need to raise additional funds. Currently, Trinity USA
is attempting to secure up to $300,000 of bridge financing, through a Regulation
S offering, which will be used to pay general and administrative expenses,
including those associated with the filing of our SB-2 registration statement.
We may borrow up to $100,000 from certain of our executive officers, through
short-term, unsecured notes with interest rates ranging from 10%-15% per annum,
if our Regulation S offering is unsuccessful. Through April 30, 2001, we have
borrowed $90,500 from our chief executive officer.

         During the next 12 months, Trinity USA expects to pay at least one of
the two remaining $5 million payments to The Immune Response Corporation. The
two remaining payments must be paid upon 1) the approval of REMUNE in Thailand
for commercial sale and 2) receipt of the required factory establishment license
or approval from the governing health authority of Thailand to manufacture
REMUNE. The amount that Trinity USA expects to pay Trinity Assets Company
Limited or Trinity Medical Group, Ltd. for expenses related to clinical studies
and the regulatory requirements during 2000 and 2001 could be between $1.5-$2.0
million, of which approximately $669,000 has been paid through March 31, 2001.
The amounts currently or prospectively payable to Trinity Asset Company Limited
and Trinity Medical Group, Ltd. are expected to be paid from the cash proceeds
to be raised under the primary share offering included in our SB-2 registration
statement. The amounts owed to these entities have no definitive repayment
terms. All amounts paid or payable to Trinity Asset Company Limited or Trinity

                                       10
<PAGE>

Medical Group, Ltd. that relate to research and development expenses have been,
or will be, paid under the terms of the applicable sublicense and supply
agreement or collaboration and supply agreement. Our obligations to pay for such
expenses extend only until full regulatory approval for the sale of REMUNE in
Thailand is granted.

         The total amounts billed to date by our affiliates in connection with
our REMUNE development program in Thailand have been in the proportion of 65%
billable research hours and 35% actual, direct expenses. The research personnel
have been billed at a rate of $250 per hour for the leading investigator and
$125 per hour for associate researchers. The direct expenses that have been
billed to date relate primarily to reference laboratory costs associated with
quarterly analysis of the test subjects' immune response to the drug therapy,
REMUNE. The individuals that continue to receive REMUNE, and whom are subject to
this quarterly analysis, are from our Phase II clinical trial. This clinical
trial has been approved for an additional two years. We believe that the
clinical trial, known as Protocol 2101B, will become one of the longest
scientific examinations of Immune Based Therapy, or IBT, for humans infected
with HIV. The approval by two national committees of the Thai government was
made with supporting requests from the attending physicians and patients for
continued access to REMUNE. With these approvals, patients in the study can
continue to receive REMUNE treatment. Results of the study continuation are not
required by the Thai FDA in their consideration of REMUNE for commercialization.

         Trinity USA expects to underwrite additional clinical studies in 2002
to determine if REMUNE is a preventative vaccine against HIV and that may cost
up to $3 million. Trinity USA may also incur significant expenses, from $1.0 to
$1.5 million, in the application of regulatory approvals in other countries.
Upon sufficient capitalization, we also intend to directly purchase or lease
plant, equipment and secure land leases in 2001 for a handling and storage
facility in Thailand, or lend capital to Trinity Assets Company Limited so they
may purchase or lease these facilities and land. The facility will be located
close to the Bangkok International Airport and will receive REMUNE shipment in
bulk. The facility will be built to U.S. FDA Good Manufacturing Practice
standards and provide for climate controlled and secure warehousing. The
estimated cost to construct the facility is $12 million and will require six
months to one year to construct. The capital for this project would be provided
by product revenue and the sale of shares of capital stock, issuance of debt or
financing by a banking institution. Until we are able to generate sufficient
internal cash flow, raise sufficient capital, or obtain financing to purchase
and construct a handling and storage facility, we believe we can rent a facility
to meet our first 12 months distribution needs for approximately $500,000.

         If we are able to sell no more than 50% of the shares of common stock
being offered under our SB-2 registration statement, we would use $2.7 million
dollars of our net proceeds to partially fulfill our stock purchase commitment
with The Immune Response Corporation, and we would attempt to borrow the $2.3
million required to pay the balance of our stock purchase commitment from our
affiliates or non-affiliated third parties, or finance the remaining portion of
our stock commitment with The Immune Response Corporation directly. We have had
no discussion with any party regarding this possibility, and we cannot give
guarantee that we would be able to borrow funds, if necessary, to fulfill our
commitment to The Immune Response Corporation.

         In the event we sell less than 25% of the common stock offered by us
under our SB-2 registration statement, we may be unable to pay our affiliates or
other non-affiliated parties the necessary amounts to further the
commercialization process of REMUNE in Thailand. Our inability to pay these
parties could compromise the Thai FDA new drug application process, which could
result in the loss of our license to market REMUNE.

         We intend to increase our employment base in the second and third
quarter of 2001. We intend to add clinical study supervisors, engineering
consultants, accounting staff, and additional directors during

                                       11
<PAGE>

the second and third quarter of 2001. To date, however, no additional directors
have been specifically identified. From our present level of 3 full-time
employees and 1 part-time employee, who is our president, Dr. Vina
Churdboonchart, we estimate having about 11 employees and/or contract
consultants by the end of the third quarter of 2001. We expect that of the seven
additional employees or consultants, 3 will be part-time employees (accounting,
logistics, and sales) and 4 will be full-time employees or contract consultants
(Engineering, Public Relations, Regulatory Affairs, and Research and
Development).

         Dr. Vina Churdboonchart spends approximately 10 hours per week, or
approximately 15% of her work week, in her duties as president of Trinity USA.
She spends approximately 50 hours per week in her duties with Mahidol University
as an associate professor and the Project Coordinator for clinical trails of
HIV-1 Immunogen, or REMUNE. Within this project, Dr. Vina oversees and
coordinates the REMUNE clinical studies and programs in Thailand.


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<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                  None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

                  None

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None

ITEM 5.  OTHER INFORMATION

                  None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)       EXHIBITS:

         2.1      Agreement for the Exchange of Common Stock by and among August
                  Project III Corp. (1)

         3.1      State of Florida Articles of Incorporation of August Project
                  III dated July 1997 (1)

         3.2      State of Florida Certificate of Amendment of the Certificate
                  of Incorporation of the company dated January 2000 (1)

         3.3      By-Laws of the company (1)

         4.1      Registration Rights Agreement (1)

         4.2      Promissory Note (1)

         4.3      Registration Rights Agreement (1)

         4.4      Form of Common Stock Purchase Warrant (1)

         4.5      Subscription Agreement (1)

         4.6      Convertible Promissory Note (1)

         4.7      Common Stock Unit Acknowledgement Letter (2)

         10.1     Sublicense and Supply Agreement between the company and
                  Trinity Assets Company Limited dated August 4, 2000 (1)


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<PAGE>

         10.2     Supplement to Sublicense and Supply Agreement between the
                  company and Trinity Assets Company Limited dated August 5,
                  2000 (1)

         10.3     Amendment No. 1 to the License and Collaboration Agreement
                  dated September 29, 2000 (1)

         10.4     Assignment Agreement between Trinity Medical Group, Ltd. and
                  the company dated August 3, 2000 (1)

         10.5     Gary E. Wilson's Employment Agreement (1)

         10.6     Dr. James S. Namnath's Employment Contract (1)

         10.7     License and Collaboration Agreement between Trinity Medical
                  Group, Ltd. and The Immune Response Corporation dated
                  September 15, 1995(2)+

         10.8     Stock Purchase Agreement between Trinity Medical Group, Ltd.
                  and The Immune Response Corporation dated September 15,
                  1995(2)

         10.9     Great Offices, Inc./American Office Centers, L.L.C.
                  Sublease(3)

         10.10    Dr. James S. Namnath's Employment Agreement, dated February 2,
                  2001(3)

         10.11    Amendment No. 2 to the License and Collaboration Agreement
                  dated May 8, 2001 (4)+

(1) Filed with the Company's Registration Statement on Form SB-2 filed on
    October 20, 2000.
(2) Filed with the Company's amended Registration Statement on Form SB-2 filed
    on December 22, 2000.
(3) Filed with the Company's amended Registration Statement on Form SB-2 filed
    on February 13, 2001.
(4) Filed herewith.
 +  Confidential treatment has been requested with respect to certain portions
    of this agreement.

B)       REPORTS ON FORM 8-K

         There were no reports filed on Form 8-K during the first quarter of
2001.


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<PAGE>

                                   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 MEDICAL GROUP USA, INC.
                                         -------------------------------

                                         Registrant

Date:    May 11, 2001                    By: /s/ Gary E. Wilson
                                             ------------------------
                                             Gary E. Wilson,
                                             Executive Vice President - Finance,
                                             Chief Financial Officer, Treasurer


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