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
                              September 30, 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:

                         TRINITY MEDICAL GROUP USA, INC.
             (Exact Name of registrant as specified in its charter)

             Florida                                         68-0438943
-----------------------------------                  ---------------------------
 (State or other jurisdiction of                          (I.R.S. Employer
          incorporation)                                 Identification No.)

         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 November 7, 2001
    Common Stock - $0.001 par value                 11,589,704 shares



<PAGE>




                                      INDEX

                                                                    PAGE
                                                                    ----

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..................................14

PART II - OTHER INFORMATION

      Item 1 - Legal Proceedings.....................................18
      Item 2 - Changes in Securities and Use of Proceeds.............18
      Item 3 - Defaults Upon Senior Securities ......................19
      Item 4 - Submission of Matters to a Vote of Security Holders...19
      Item 5 - Other Information.....................................19
      Item 6 - Exhibits and Reports on Form 8-K......................19
      Signatures.....................................................22






                                        2
<PAGE>

                         PART I - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                   TRINITY MEDICAL GROUP USA, INC.
                                (a company in the development stage)
                                           BALANCE SHEETS

                                   ASSETS
                                                                       September 30,          December 31,
                                                                            2001                  2000
                                                                      ------------------   -------------------
                                                                        (unaudited)
<S>                                                                            <C>                  <C>
Current Assets:
       Cash and cash equivalents                                               $ 45,504             $ 117,056
       Common stock subscription receivable                                      50,000                     -
       Prepaid expenses and deposits                                             85,554                 4,245
                                                                      ------------------   -------------------
            Total current assets                                                181,058               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                                        (2,818)                 (667)
                                                                      ------------------   -------------------
                 Net property and equipment                                       8,243                10,394
                                                                      ------------------   -------------------
                      Total assets                                            $ 189,301             $ 131,695
                                                                      ==================   ===================

                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
       Accounts payable                                                       $ 191,681              $ 17,861
       Payable to affiliates                                                  1,587,949               632,249
       Accrued liabilities                                                       54,698               157,431
       Deferred compensation                                                          -                12,500
       Notes payable to officers                                                 40,500                     -
       Insurance note payable                                                    46,979                     -
       Convertible promissory note                                              500,000               500,000
                                                                      ------------------   -------------------
            Total current liabilities                                         2,421,807             1,320,041
                                                                      ------------------   -------------------
Stockholders' deficit:
       Common stock, $.001 par value, 50,000,000 shares
            authorized, 11,589,704 and 11,263,038 shares
            issued and outstanding                                               11,590                11,263
       Additional paid-in capital                                             3,415,344             1,873,908
       Common stock subscribed                                                   50,000                     -
       Deficit accumulated during the development stage                      (5,709,440)           (3,073,517)
                                                                      ------------------   -------------------
                      Total stockholders' deficit                            (2,232,506)           (1,188,346)
                                                                      ------------------   -------------------
                      Total liabilities and stockholders' deficit             $ 189,301             $ 131,695
                                                                      ==================   ===================

                  The accompanying notes are an integral part of these statements.
</TABLE>
                                                 3

<PAGE>
<TABLE>
<CAPTION>

                                                  TRINITY MEDICAL GROUP USA, INC.
                                               (a company in the development stage)
                                                     STATEMENTS OF OPERATIONS
                                                            (unaudited)

                                              Period
                                          from Inception           Three Months Ended                Nine Months Ended
                                                to                    September 30,                    September 30,
                                         September 30, 2001      2001             2000             2001             2000
                                         ------------------  --------------  ---------------  ---------------  ---------------

<S>                                           <C>               <C>              <C>              <C>              <C>
Operating expenses:
    Research and development             $      (2,263,653)  $    (322,650)  $     (500,105)  $     (962,404)  $     (700,105)
    General and administrative                  (2,064,592)       (238,146)        (362,873)        (940,698)        (575,832)
    Acquisition costs                             (404,200)              -                -                -                -
                                         ------------------  --------------  ---------------  ---------------  ---------------
         Total operating expenses               (4,732,445)       (560,796)        (862,978)      (1,903,102)      (1,275,937)
                                         ------------------  --------------  ---------------  ---------------  ---------------

Other income (expense):
    Interest income                                  4,888           1,043                -            1,374            1,120
    Interest expense                              (973,438)        (15,055)         (19,312)        (734,195)         (56,615)
    Loss on sale of investments                     (8,445)              -                -                -                -
                                         ------------------  --------------  ---------------  ---------------  ---------------
                                                  (976,995)        (14,012)         (19,312)        (732,821)         (55,495)
                                         ------------------  --------------  ---------------  ---------------  ---------------
         Net Loss                         $     (5,709,440)  $    (574,808)  $     (882,290)  $   (2,635,923)  $   (1,331,432)
                                         ==================  ==============  ===============  ===============  ===============

    Basic and diluted loss per common
       share                                                 $       (0.05)  $        (0.09)  $        (0.23)  $        (0.13)
                                                             ==============  ===============  ===============  ===============
    Basic and diluted weighted average
       common shares outstanding                                11,589,704       10,226,000       11,378,358       10,226,000
                                                             ==============  ===============  ===============  ===============


                                 The accompanying notes are an integral part of these statements.

</TABLE>
                                                                 4

<PAGE>
<TABLE>
<CAPTION>


                                                  TRINITY MEDICAL GROUP USA, INC.
                                               (a company in the development stage)
                                                     STATEMENTS OF CASH FLOWS
                                                            (unaudited)


                                                                         Period
                                                                     from Inception                Nine Months Ended
                                                                           to                        September 30,
                                                                  September 30, 2001           2001                 2000
                                                                  --------------------  -------------------   ------------------

<S>                                                                      <C>                  <C>                  <C>
 Cash flows from operating activities:
      Net loss                                                           $ (5,709,440)        $ (2,635,923)        $ (1,331,432)
      Adjustments to reconcile net loss to net
        cash used in operating activities:
          Depreciation                                                          2,818                2,151                    -
          Stock issued for services and interest payment                      385,919                    -                    -
          Stock options issued for services and warrants
            issued in connection with financings                              208,350              208,350                    -
          Intrinsic value of beneficial conversion                            750,668              604,116                    -
          Loss on sale of investments                                           8,445                    -                    -
          Changes in assets and liabilities:
             Prepaid expenses and deposits                                    (15,086)             (10,841)                   -
             Accounts payable                                                 191,681              173,820               74,456
             Payable to affiliates                                          1,587,949              955,700              500,000
             Accrued liabilities and deferred compensation                    255,995               86,064              103,619
                                                                  --------------------  -------------------   ------------------
                 Net cash used in operating activities                     (2,332,701)            (616,563)            (653,357)
                                                                  --------------------  -------------------   ------------------

 Cash flows from investing activities:
      Purchases of fixed assets                                               (11,061)                   -               (4,972)
      Purchases of investments                                                (69,330)                   -                    -
      Proceeds from sale of investments                                        60,885                    -                    -
                                                                  --------------------  -------------------   ------------------
                 Net cash used in investing activities                        (19,506)                   -               (4,972)
                                                                  --------------------  -------------------   ------------------

 Cash flows from financing activities:
      Proceeds from issuance of convertible notes payable                     772,500                    -               40,000
      Proceeds from issuance of notes payable to officers                      90,500               90,500                    -
      Repayments on notes payable to officers                                 (50,000)             (50,000)                   -
      Repayments on insurance note payable                                    (23,489)             (23,489)                   -
      Proceeds from issuance of convertible promissory
          notes                                                             1,000,000              500,000                    -
      Net proceeds from sale of common stock units                            570,600                    -              550,600
      Proceeds from exercise of common stock warrants                          28,000               28,000                    -
      Collection of subscription receivable                                     9,600                    -                9,600
                                                                  --------------------  -------------------   ------------------

                 Net cash provided by financing activities                  2,397,711              545,011              600,200
                                                                  --------------------  -------------------   ------------------
                 Net increase (decrease) in cash and
                    cash equivalents                                           45,504              (71,552)             (58,129)
 Cash and cash equivalents - beginning of period                                    -              117,056              171,485
                                                                  --------------------  -------------------   ------------------

 Cash and cash equivalents - end of period                                   $ 45,504             $ 45,504            $ 113,356
                                                                  ====================  ===================   ==================


                                 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 September 30, 2001,  and the results of its operations and its cash flows for
the three and nine month periods  ended  September 30, 2001 and 2000 and for the
period from  inception  (September  28,  1998) to September  30,  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 September 30, 2001
has accumulated losses amounting to $5,709,440.  For the nine month period ended
September 30, 2001,  and for the period from inception to September 30, 2001 the
Company used $616,563 and $2,332,701,  respectively,  of cash in its operations.
Additionally,  the Company has a working  capital  deficit of  $2,240,749  and a
stockholders' deficit of $2,232,506 at September 30, 2001.

In July 2001 the Company,  through its affiliate Trinity Assets Company Limited,
filed  a  new  drug   application  for  approval  by  the  Thai  Food  and  Drug
Administration  to  market,  distribute  and  manufacture  REMUNE  in  Thailand.
Approval of REMUNE by the Thai Food and Drug Administration 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  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  and/or  additional
private placements.  The Company filed a registration  statement on Form SB-2 on
October 20, 2000 to register  2,000,000  common  shares to be sold at a price of
$6.00 per share by the Company directly or through  underwriters or dealers from
time  to  time.  The  registration  statement  was  declared  effective  by  the
Securities  and Exchange  Commission  on May 23, 2001 and was  terminated by the
Company on September 27, 2001 through the filing of Post-Effective Amendment No.
2 to Form SB-2. No shares were sold under this offering.

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



                                       6
<PAGE>

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


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.

The  Immune  Response   Corporation's   primary   marketing   partner,   Agouron
Pharmaceuticals,  Inc.,  or  Agouron,  a Pfizer  Inc.  company,  terminated  its
collaboration agreement with The Immune Response Corporation on July 5, 2001. As
a result, The Immune Response Corporation, our Licensor of REMUNE, may be unable
to  successfully  complete  current  or future  trials of REMUNE  and The Immune
Response  Corporation may have to abandon REMUNE or seek additional funding. The
termination of the Agouron/Immune  Response Corporation  collaboration agreement
has had a material adverse effect on both The Immune Response  Corporation's and
the  Company's  stock price,  and therefore  our ability to  successfully  raise
additional  capital to complete  REMUNE  development and effectuate our business
plans. Additionally, The Immune Response Corporation has stated in its Form 10-Q
for the period ended June 30, 2001,  that its available cash resources  would be
sufficient to fund their planned  operations  for the remainder of the year. The
Immune  Response  Corporation  further  stated that its  management is currently
evaluating   equity   financing   alternatives  to  meet  their  future  capital
requirements, but that additional financing may not be available when needed, on
favorable terms, or at all.

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.  The  Company  does 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. 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.

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

For the three-month period ended June 30, 2001, the Company adopted Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging  Activities"  ("SFAS 133"),  as amended.  Since the Company does not
presently  engage in activities  covered by SFAS 133,  there was no  significant
effect on the Company's June 30, 2001 financial statements.

In July 2001, the Financial  Accounting  Standards  Board issued  Statements No.
141,  "Business  Combinations"  ("SFAS  141") and No.  142  "Goodwill  and Other
Intangible  Assets"  ("SFAS  142").  SFAS 141  supersedes  APB  Opinion  No. 16,
"Business   Combinations"   and  FASB   Statement   No.  38,   "Accounting   for
Pre-acquisition  Contingencies of Purchased Enterprises".  SFAS 141 is effective
for fiscal years  beginning  after June 30, 2001 and requires  that all business
combinations be accounted for by a single method, the purchase method.  SFAS 142
supersedes APB Opinion No. 17, "Intangible  Assets".  SFAS 142, is effective for
fiscal years  beginning  after  December 15, 2001 and provides that all existing
and newly acquired  goodwill and  intangible  assets will no longer be amortized
but will be tested for impairment  annually and written down only when impaired.
Although it is still reviewing the provisions of these Statements,  management's
preliminary  assessment is that these Statements will not have a material impact
on the Company's financial position or results of operations.



                                       7
<PAGE>

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


NOTE D - 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 701,037  shares of
common  stock  as  of  September  30,  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  194,000  shares of common
stock  issuable as of September  30, 2001 upon the  conversion  of a convertible
promissory  note  because  the   representative   share   increments   would  be
antidilutive.


NOTE E - DEFERRED COMPENSATION

The Company had deferred the  compensation of its Chief  Executive  Officer from
December  31, 2000  through May 31,  2001 in order to conserve  cash.  The Chief
Executive Officer is also one of the Company's founding shareholders.  The total
compensation  deferred  was  $137,500.  The  outstanding  deferred  compensation
balance  bore  interest at prime plus 2% and was due on demand.  On September 1,
2001, the Chief  Executive  Officer  forgave the deferred  compensation  and the
related accrued interest  totaling  $143,545.  The Company recorded the deferred
compensation forgiveness as a contribution of capital.


NOTE F - NOTES PAYABLE TO OFFICERS

During the nine month  period  ended  September  30, 2001 the Company  borrowed,
through the issuance of five separate  notes,  $90,500 from its Chief  Executive
Officer and its Corporate  Secretary.  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.  Although the Company has obtained financing
in excess of  $200,000  since the  issuance  of these  notes,  only  $55,000  of
principal has been repaid to the Officers.  The Company  repaid  $50,000 in July
2001 and $5,000 in October 2001.


NOTE G - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2001,  Trinity Assets Company Limited
billed  Trinity USA  approximately  $962,650 for costs  incurred  related to the
research and development of the drug REMUNE.  Since inception  through September
30,  2001,  no amounts  have been paid to Trinity  Assets  Company  Limited  for
amounts previously billed.  Since inception through September 30, 2001, $669,000
has been paid to Trinity  Medical  Group,  Ltd. As of September  30,  2001,  the
Company has recorded a liability for amounts  payable to Trinity  Assets Company
Limited and Trinity Medical Group Ltd. of $1,273,650 and $314,299, respectively,
which is included in Payable to Affiliates on the  accompanying  balance  sheet.
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.




                                       8
<PAGE>

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


NOTE H - CONVERTIBLE PROMISSORY NOTES

On June 22, 2001, RoyCap Inc. converted its $500,000 convertible promissory note
dated October 19, 2000, and related accrued  interest and liquidated  damages of
$57,752,  into 319,666  shares of the  Company's  common stock.  In addition,  a
warrant to purchase  319,666 shares of the Company's common stock at an exercise
price of $4.00 per share  until  June 22,  2006 was  granted as per the terms of
this note.  The Company  recorded an  additional  charge to interest  expense of
$353,448 for the fair value of the beneficial conversion feature.

On June 29, 2001, in connection with a Regulation S offering, the Company issued
a $500,000  convertible  promissory note to an "accredited  investor".  The note
matures  on June 29,  2002 and bears  interest  at 8% per annum,  with  interest
payments  due and payable  semi-annually.  The Company  received net proceeds of
approximately  $450,000 under this offering.  The offering costs of $50,000 were
charged to expense. The note is convertible at the conversion price equal to the
lesser of (i) $4.00 or (ii) 80% of the  average  closing bid price of the common
stock, par value $0.001, for the ten (10) consecutive trading days preceding the
conversion  date. The Company  recorded a charge to interest expense of $250,668
in connection  with the issuance of this note. The charge  represents the entire
intrinsic value of the beneficial  conversion  feature as calculated at the date
of issuance.  The note is convertible at the option of the holder for the entire
term of the note. The note is convertible at the option of the Company  provided
that the  registration  statement to be filed to register the underlying  common
shares and warrant  shares has been effective for ninety (90)  consecutive  days
and the  Company's  common stock has had a closing bid price equal to or greater
than $4.00 for the five (5)  consecutive  trading days preceding the delivery of
the conversion  notice. On the date of conversion,  the Company shall also issue
to the  holder a warrant  to  purchase  such  number of shares of the  company's
common stock equal to aggregate the number of shares of common stock issued upon
conversion of this note. The warrant shall have an exercise price equal to $4.00
per  share  and  shall  have a term of five  years  from its  date of  issuance.
Interest accruing on the note is payable,  at the option of the Company, in cash
or in accordance with the aforementioned  conversion terms of the note. No value
has been assigned to the warrants.  Upon  conversion of the note and the related
issuance  of the  warrants,  a charge to interest  expense of  $249,332  will be
recorded for the allocated fair value of the warrants.

The  covenants of the note prevent the Company from  pledging any of its assets,
including  licenses,  to any third party or incurring any indebtedness senior to
the  note.  The  covenants  of the  note  also  require  the  Company  to file a
registration statement by August 14, 2001 and to use its reasonable best efforts
to cause the registration  statement to be declared  effective by the Securities
and Exchange  Commission (SEC) within 90 days of the issuance of the note and to
respond to the SEC's review comments within 5 business days. If the registration
statement is not filed by August 14, 2001 or declared  effective within 120 days
of the issuance of the note,  the Company must pay as  liquidated  damages 2% of
the purchase  price of the note for each 30-day  period  until the  statement is
effective.  The  registration  statement  was filed on August  17,  2001 and was
declared  effective  on August 27,  2001.  The Company  also  granted  piggyback
registration rights with respect to the warrant shares.



                                       9
<PAGE>

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


NOTE I - INSURANCE NOTE PAYABLE

On July 1, 2001 the Company obtained Directors and Officers Liability  Insurance
for an aggregate coverage amount of $3,000,000. The total annual premiums on the
insurance policy are approximately  $108,000, of which approximately $70,500 was
financed at an annual rate of 9.76% over a period of 9 months.  The  outstanding
balance of the insurance note payable at September 30, 2001 is $46,979.


NOTE J - STOCK OPTIONS AND WARRANTS

On June 1, 2001, two investors  exercised  warrants to purchase a total of 7,000
shares of the Company's common stock at $4.00 per share, resulting in $28,000 of
cash proceeds to the Company.

On June 1, 2001 the Company  granted 10,000  non-qualified  stock options to its
corporate secretary in connection with the execution of an employment  agreement
(see  Note L).  The  options  are fully  vested,  have a term of 10 years and an
exercise  price of $1.72 per share,  which was equal to the closing price of the
Company's common stock on the date of grant.

On June 15, 2001 the Company  granted  20,000  non-qualified  stock options to a
consultant who performs investor relation services for the Company.  The options
are fully  vested,  have a term of 10 years and an  exercise  price of $3.00 per
share. The Company recorded an expense (general and  administrative)  of $59,600
related to this  option  grant,  which was  calculated  using the  Black-Scholes
option-pricing model.

On June 22,  2001 the Company  signed an  engagement  letter with an  investment
banking firm to  introduce  certain  institutional  investors to the Company and
also  to  advise  the  Company  regarding  potential  investment  terms  by such
investors.  In  connection  therewith,  the Company  issued a 5 year  warrant to
purchase  25,000  shares of the Company's  common stock at an exercise  price of
$2.00 per share.  The  warrant is  exercisable  on July 22,  2001.  The  Company
recorded an expense  (general  and  administrative)  of $91,000  related to this
warrant  grant,  which was  calculated  using the  Black-Scholes  option-pricing
model.

The engagement letter with the investment banking firm also provides that in the
event there is a financing  transaction  within twelve months following the date
of the  engagement  letter,  between  the  Company  and  any  of  the  potential
investors, the Company will pay to the investment banking firm a cash fee of 10%
of the total amount  invested.  In addition,  the  investment  banking firm will
receive,  as part of their  compensation,  five year  warrants to  purchase  the
Company's common stock (the "Transaction  Warrants").  The number of Transaction
Warrants  will be  calculated at 10% of the  aggregate  gross  principal  amount
received in the  Transaction,  exercisable  at a price equal to the lower of the
price paid by investors or average  closing bid prices of the  Company's  common
stock for the 25 business days preceding the closing of the Transaction.

On June 29, 2001, in connection with the financing transaction described in Note
H, the Company issued a 5 year,  fully  exercisable  Transaction  Warrant to the
investment  banking firm to purchase 16,521 shares of the Company's common stock
at an exercise price of $2.76 per share. The Company  recorded  interest expense
of  $57,750  related  to this  warrant  grant,  which was  calculated  using the
Black-Scholes  option-pricing  model.  During July 2001, the Company paid a cash
fee of $50,000 to the investment  banking firm in connection with this financing
transaction. The cash fee was expensed by the Company.


                                       10
<PAGE>

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


On September 5, 2001, in connection with an employment agreement dated September
5, 2000,  the Company  granted 50,000  non-qualified  stock options to its Chief
Financial  Officer.  The options vest ratably over two years,  have a term of 10
years and an exercise  price of $1.80 per share,  which was equal to the closing
price of the Company's common stock on the date of grant.

On September 26, 2001, the Company granted 25,000 non-qualified stock options to
a director in connection with his nomination to the Company's board of directors
on that date.  Fifty-percent  of the options vest after six months from the date
of grant and the  remaining  fifty-percent  vest after one year from the date of
grant.  The options  have a term of 10 years and an exercise  price of $1.65 per
share, which was equal to the closing price of the Company's common stock on the
date of grant.


NOTE K - AMENDMENT TO LICENSE AGREEMENT

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  eliminates  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.


NOTE L - COMMITMENTS

On June 1, 2001, the Company entered into a two year  employment  agreement with
its  Corporate  Secretary,  whereby  the Officer  will be paid a minimum  annual
salary of $99,000.  On September 15, 2001, the Officer  voluntarily  reduced her
contractual,  annual base  compensation  to $90,000 for an indefinite  period of
time. In connection with entering into the employment agreement, the Officer was
granted  10,000  non-qualified  stock  options  with a term of 10  years  and an
exercise  price of $1.72.  The closing price of the  Company's  common stock was
equal to the exercise  price at the date of grant.  If the Officer is terminated
without  cause,  as defined,  the minimum salary and certain other benefits must
continue to be paid through the remaining term of the employment  agreement.  If
during  the term of this  employment  agreement  the  Company  signs a Letter of
Intent, or similar agreement,  to merge with another company, to sell its common
stock,  its assets or  licensing  rights it has or will have related to the drug
therapy  REMUNE,  the Officer shall  immediately  receive  100,000 shares of the
Company's  common  stock  at no cost to the  Officer.  Also,  in the  event  the
Company's ownership  substantially changes, as defined by ownership of more than
50% plus one share of common stock exchanged, the Officer must be compensated an
additional  two  years of salary  in one  payment  due at the close of the stock
transaction  or  Board  assignment   wherein  transfer  of  control,   and  thus
succession,  has occurred,  or the employment  agreement must be extended for an
additional three years.


                                       11
<PAGE>

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


On June 1, 2001,  the Company  amended its  employment  agreement with its Chief
Financial Officer to provide that if during the term of the employment agreement
the  Company  signs a Letter of  Intent,  or  similar  agreement,  to merge with
another company, to sell its common stock, its assets or licensing rights it has
or will have related to the drug therapy REMUNE,  the Officer shall  immediately
receive 100,000 shares of the Company's  common stock at no cost to the Officer.
Also, in the event the Company's ownership  substantially changes, as defined by
ownership of more than 50% plus one share of common stock exchanged, the Officer
must be  compensated an additional two years of salary in one payment due at the
close of the stock transaction or Board assignment  wherein transfer of control,
and thus succession,  has occurred, or the employment agreement must be extended
for an additional three years.

On September 1, 2001, the Company's Chief Executive Officer  voluntarily reduced
his contractual,  annual base  compensation by 50% to $150,000 for an indefinite
period of time.

NOTE M - COMMON STOCK SUBSCRIBED

On September  26, 2001,  the company sold 50,505  shares of its common stock for
$.99 per share to a foreign  investor.  In  connection  therewith,  the  Company
issued a 5 year warrant to purchase  5,000 shares of the Company's  common stock
at an  exercise  price of $1.98 per share.  The gross  proceeds  of $50,000  was
received on October 1, 2001 and the common  stock was issued on October 3, 2001.
The Company paid the selling  agent a 10% cash  commission,  which was expensed,
and issued him a 5 year warrant to purchase 2,500 shares of the Company's common
stock at an exercise price of $1.98 per share.


NOTE N - NONCASH INVESTING AND FINANCING ACTIVITIES

A supplemental  schedule to the Statement of Cash Flows of noncash investing and
financing activities is presented below:



<TABLE>
<CAPTION>
                                                          Period
                                                      from Inception                 Nine Months Ended
                                                            to                         September 30,
                                                    September 30, 2001          2001                   2000
                                                    ------------------    ------------------     ------------------
<S>                                                  <C>                   <C>                    <C>
Conversion of convertible notes payable and
   related accrued interest and commissions to
   common stock                                      $        929,219      $              -       $              -
                                                    ==================    ==================     ==================
Conversion of convertible promissory note and
   related accrued interest to common stock          $        557,752      $        557,752       $              -
                                                    ==================    ==================     ==================
Directors and officers insurance premium
   financing                                         $         70,468      $         70,468       $              -
                                                    ==================    ==================     ==================
Deferred compensation forgiveness by founding
   shareholder                                       $        143,545      $        143,545       $              -
                                                    ==================    ==================     ==================

Common stock subscribed                              $         50,000      $         50,000       $              -
                                                    ==================    ==================     ==================


</TABLE>



                                       12
<PAGE>

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


NOTE O - SUBSEQUENT EVENT

On  October  1,  2001,  The  Company  issued  a  $20,000  promissory  note to an
individual.  The note has a maturity date on or before November 15, 2001,  bears
interest at 10% per annum and is  uncollateralized.  At the maturity  date,  the
outstanding  principal amount of the promissory note plus all accrued and unpaid
interest  shall be due and  payable  in cash or, at the  option of the  Company,
converted into debt or equity  securities which may be issued in connection with
a possible private  placement by the Company of its debt or equity securities to
certain  accredited  or  institutional  investors  completed  at or prior to the
maturity  date.  In connection  with the issuance of the  promissory  note,  the
Company  issued the  Holder a 5 year  warrant to  purchase  2,000  shares of the
Company's common stock at an exercise price of $1.80 per share. The Company paid
the selling agent a 10% cash commission totaling $2,000.




                                       13
<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 July 2001,  Trinity USA,  through its affiliate  Trinity  Assets Company
Limited,  filed a new drug  application  for  approval by the Thai Food and Drug
Administration  to  market,  distribute  and  manufacture  REMUNE  in  Thailand.
Approval of REMUNE by the Thai FDA is necessary for the marketing,  distribution
and manufacture of REMUNE. If the Thai FDA does not approve REMUNE, it cannot be
marketed,  sold or  manufactured  in Thailand  and Trinity USA will be unable to
generate any revenue in Thailand or any other of its licensed countries.  If and
when the Thai FDA approves our new drug  application and we obtain the necessary
export  license from the U.S. FDA, we are prepared to  immediately  commence the
sale and distribution of REMUNE in Thailand. We can give no assurances, however,
that such approval and license will be obtained.

     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




                                       14
<PAGE>

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 public or private placement offerings 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
in Thailand and then  distribute the product first in Thailand.  We later intend
to engage in sub-license and supply or  distribution  agreements with parties in
our  licensed   territory   countries  who  will  carry  out  local   regulatory
requirements related to new drug applications,  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 nine
month period ended September 30, 2001, we used approximately $617,000 of cash in
our operations.  This cash was provided by financing  activities  which included
the issuance of convertible  promissory  notes in the fourth quarter of 2000 and
the second  quarter of 2001 and  officer  notes  payable in the first and second
quarters  of 2001.  The cash used in  operations  related  primarily  to officer
salaries and  professional  fees incurred in  connection  with the filing of our
registration  statements  on Form SB-2 and our Form  10-KSB  for the year  ended
December 31, 2000. We expect to incur  approximately  $1,300,000 of research and
development  expenses during 2001 related to the research and development of our
product, REMUNE.

     Our current  monthly  operating  overhead is  approximately  $60,000  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
$115,000.  Approximately $40,000 of the total $60,000 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  other  planned  private
placement  offerings,  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. If we do not raise additional funds to support our operations,
our current cash resources will be exhausted by December 31, 2001.


                                       15
<PAGE>

     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  incurred  related to clinical studies
and the regulatory  requirements during 2000 and 2001 could be between $2.2-$2.7
million, of which approximately $669,000 has been paid to Trinity Medical Group,
Ltd.  from  inception  through  September  30,  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
future public or private placement offerings. 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.  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 75%
billable research hours and 25% 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.

     In 2001 or 2002, Trinity USA may incur significant  expenses,  from $1.0 to
$2.0 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 late  2001 or early  2002 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.

     We intend to increase our employment base in the fourth quarter of 2001 and
first quarter of 2002. We intend to add clinical study supervisors,  engineering
consultants,  accounting  staff,  and  additional  directors  during  the fourth
quarter of 2001 and first quarter of 2002. 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 first quarter of 2002. We expect that of the seven
additional employees or consultants,  3 will be part-time employees




                                       16
<PAGE>

(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.







                                       17
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS

            None

ITEM 2.     CHANGES IN SECURITIES AND USE OF PROCEEDS

     On June 22, 2001, RoyCap Inc. converted its $500,000 convertible promissory
note dated October 19, 2000, and related accrued interest and liquidated damages
of $57,752,  into 319,666 shares of the Trinity USA's common stock. In addition,
a warrant  to  purchase  319,666  shares of  Trinity  USA's  common  stock at an
exercise  price of $4.00 per share  until June 22,  2006 was  granted as per the
terms of this note.  Trinity  USA  recorded  an  additional  charge to  interest
expense of $353,448 for the fair value of the beneficial conversion feature.

     On June 29, 2001, in connection  with a Regulation S offering,  Trinity USA
issued a $500,000 convertible promissory note to RoyCap Inc. The note matures on
June 29, 2002 and bears interest at 8% per annum, with interest payments due and
payable semi-annually.  The note is convertible at the conversion price equal to
the  lesser of (i)  $4.00 or (ii) 80% of the  average  closing  bid price of the
common  stock,  par value  $0.001,  for the ten (10)  consecutive  trading  days
preceding the conversion date. Trinity USA recorded a charge to interest expense
of $250,668 in connection with the issuance of this note. The charge  represents
the entire intrinsic value of the beneficial conversion feature as calculated at
the date of issuance.  The note is  convertible  at the option of the holder for
the entire term of the note.  The note is  convertible  at the option of Trinity
USA  provided  that the  registration  statement  to be filed  to  register  the
underlying  common shares and warrant  shares has been effective for ninety (90)
consecutive  days and  Trinity  USA's  common  stock has had a closing bid price
equal  to or  greater  than  $4.00  for the five (5)  consecutive  trading  days
preceding  the delivery of the  conversion  notice.  On the date of  conversion,
Trinity USA shall also issue to the holder a warrant to purchase  such number of
shares of Trinity  USA's common stock equal to aggregate the number of shares of
common  stock issued upon  conversion  of this note.  The warrant  shall have an
exercise price equal to $4.00 per share and shall have a term of five years from
its date of issuance. Interest accruing on the note is payable, at the option of
Trinity USA, in cash or in accordance with the  aforementioned  conversion terms
of the note. No value has been assigned to the warrants.  Upon conversion of the
note and the related  issuance of the warrants,  a charge to interest expense of
$249,332 will be recorded for the allocated fair value of the warrants.

     The  covenants  of the note  prevent  Trinity USA from  pledging any of its
assets,  including  licenses,  to any third party or incurring any  indebtedness
senior to the note. The covenants of the note also require Trinity USA to file a
registration statement by August 14, 2001 and to use its reasonable best efforts
to cause the registration  statement to be declared  effective by the Securities
and Exchange  Commission (SEC) within 90 days of the issuance of the note and to
respond to the SEC's review comments within 5 business days. If the registration
statement is not filed by August 14, 2001 or declared  effective within 120 days
of the issuance of the note,  Trinity USA must pay as  liquidated  damages 2% of
the purchase  price of the note for each 30-day  period  until the  statement is
effective.  The  registration  statement  was filed on August  17,  2001 and was
declared  effective  on August 27,  2001.  Trinity  USA also  granted  piggyback
registration rights with respect to the warrant shares.

     Trinity USA  received  net proceeds of  approximately  $450,000  under this
offering.  The proceeds  from this  offering  will be used to meet Trinity USA's
continuing  operating  expense  requirements,  including  the cost of filing the
aforementioned registration statement.




                                       18
<PAGE>

     On September  26, 2001,  the company sold 50,505 shares of its common stock
for $.99 per share to a foreign investor. In connection  therewith,  the Company
issued a 5 year warrant to purchase  5,000 shares of the Company's  common stock
at an  exercise  price of $1.98 per share.  The gross  proceeds  of $50,000  was
received on October 1, 2001 and the common  stock was issued on October 3, 2001.
The Company paid the selling agent a 10% cash commission and issued him a 5 year
warrant to purchase  2,500 shares of the  Company's  common stock at an exercise
price of $1.98 per share. The Company agreed to file a registration statement to
register the shares on or before December 31, 2001. The Company shall respond to
comments of the  Securities  and  Exchange  Commission  ("SEC")  within ten (10)
business  days of  receipt of said  comments  and will use its  reasonable  best
efforts to cause the registration  statement to be declared effective by the SEC
on or before March 31, 2002. The Company shall keep the  registration  statement
continuously  effective  through September 30, 2002, and shall cause the related
prospectus to be amended or  supplemented  by a required  prospectus  supplement
pursuant  to Rule 424 under  the  Securities  Act of 1933,  as  amended.  If the
registration  statement is not filed on or before the required filing date or if
the registration  statement is not declared effective with respect to the shares
on or  before  the  required  effectiveness  date,  the  Company  shall  pay  as
liquidated damages and not as a penalty to the undersigned an amount equal to 2%
of the purchase  price of the  subscription  shares for each 30-day period until
the applicable Event has been cured. The amount of the liquidated  damages shall
be  prorated  on a daily basis for  periods  less than 30 days.  The  liquidated
damages  shall be paid  within five (5)  business  days of the end of each month
during which the event has occurred and is continuing.

     Trinity USA  received  net  proceeds of  approximately  $45,000  under this
offering.  The proceeds  from this  offering  will be used to meet Trinity USA's
continuing  operating  expense  requirements,  including  the cost of filing the
aforementioned registration statement.

RELIANCE ON EXEMPTIONS FROM REGISTRATION

     Trinity USA issued and sold the  securities  described in the above private
placements in reliance on the exemption from registration provided by Regulation
S of the Securities Act of 1933.


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)


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        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)

        4.8    Convertible Promissory Note (5)

        4.9    Subscription Agreement (5)

        4.10   Form of Common Stock Subscription Agreement (6)

        4.11   Form of Promissory Note Subscription Agreement (6)

        4.12   Form of Promissory Note (6)

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

        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)




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

        10.12  Amendment No. 1 to Gary E. Wilson's Employment Agreement (5)

        10.13  Elizabeth S. Namnath's Employment Agreement (5)

        (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 with the  Company's  quarterly  report on Form 10-QSB filed on
            May 11, 2001.
        (5) Filed with the  Company's  quarterly  report on Form 10-QSB filed on
            August 14, 2001.
        (6) 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 nine month period ended
      September 30, 2001.


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                                   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:    November 7, 2001                 By: /s/ Gary E. Wilson
                                              ------------------

                                          Gary E. Wilson,
                                          Executive Vice President - Finance,
                                          Chief Financial Officer, Treasurer






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