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, 2002 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 incorporation)               (I.R.S. Employer
                                                             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 December 16, 2002
Common Stock - $0.001 par value                        19,518,105 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
                 Condensed Notes to Financial Statements.......................6

       Item 2 - Management's Discussion and Analysis
                 or Plan of Operation.........................................13

PART II - OTHER INFORMATION

       Item 1 - Legal Proceedings.............................................22
       Item 2 - Changes in Securities and Use of Proceeds.....................22
       Item 3 - Defaults Upon Senior Securities ..............................23
       Item 4 - Submission of Matters to a Vote of Security Holders...........23
       Item 5 - Other Information.............................................23
       Item 6 - Exhibits and Reports on Form 8-K..............................23
       Signatures ............................................................26
       Certifications.........................................................27


                                       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
                                                                      September 30,          December 31,
                                                                           2002                  2001
                                                                     -----------------   -------------------
                                                                       (unaudited)
<S>                                                                  <C>                 <C>
Current Assets:
     Cash and cash equivalents                                       $           1,930    $        68,922
     Marketable securities - available-for-sale                                800,000                  -
     Prepaid expenses and deposits                                               2,060             58,450
                                                                     ------------------   ----------------

          Total current assets                                                 803,990            127,372
                                                                     ------------------   ----------------

Furniture and equipment
      Office furniture and fixtures                                              6,088              6,088
      Office equipment                                                           4,973              4,973
                                                                     ------------------   ----------------
                                                                                11,061             11,061
           Less accumulated depreciation                                        (5,694)            (3,543)
                                                                     ------------------   ----------------
                Furniture and equipment, net                                     5,367              7,518
                                                                     ------------------   ----------------

Deferred contract expense                                                    1,180,000                  -
                                                                     ------------------   ----------------
                     Total assets                                    $       1,989,357    $       134,890
                                                                     ==================   ================

                   LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
     Accounts payable                                                $         180,037    $       165,531
     Payable to affiliate                                                    1,703,808            487,849
     Accrued liabilities                                                       111,153            116,736
     Notes payable to officer                                                      500             30,500
     Insurance note payable                                                          -             23,489
     Convertible promissory notes                                              350,000            400,000
                                                                     ------------------   ----------------
         Total current liabilities                                           2,345,498          1,224,105
                                                                     ------------------   ----------------

Deferred contract income                                                     2,360,000                  -

Stockholders' deficit:

      Common stock, $.001 par value, 50,000,000 shares
         authorized, 19,518,105 and 12,958,120 shares
         issued and outstanding                                                19,518             12,958
      Additional paid-in capital                                            6,290,421          5,243,658
      Accumulated other comprehensive loss                                   (380,000)                 -
      Deficit accumulated during the development stage                     (8,646,080)        (6,345,831)
                                                                     ------------------   ----------------
                     Total stockholders' deficit                           (2,716,141)        (1,089,215)
                                                                     ------------------   ----------------
                     Total liabilities and stockholders' deficit     $       1,989,357    $       134,890
                                                                     ==================   ================

</TABLE>

   The accompanying condensed notes are an integral part of these statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>

                                          Period
                                       from Inception           Three Months Ended                 Nine Months Ended
                                            to                    September 30,                      September 30,
                                     September 30, 2002       2002             2001             2002              2001
                                     ------------------  ---------------  ---------------  ----------------  ---------------
<S>                                  <C>                 <C>              <C>              <C>               <C>
Revenues                             $              --   $          --    $           --   $            --   $           --
                                     ---------------     -----------      ------------     -------------     ------------
Operating expenses:

    Research and development         $      (3,749,512)  $     (294,560)  $     (322,650)  $    (1,220,959)  $     (962,404)

    General and administrative              (2,928,619)        (141,574)        (238,146)         (553,546)        (940,698)

    Acquisition costs                         (404,200)               -                -                 -                -
                                     ------------------  ---------------  ---------------  ----------------  ---------------
           Total operating expenses         (7,082,331)        (436,134)        (560,796)       (1,774,505)      (1,903,102)
                                     ------------------  ---------------  ---------------  ----------------  ---------------

Other income (expense):

    Interest income                              5,196                -            1,043               137            1,374

    Interest expense                        (1,440,500)        (188,194)         (15,055)         (405,881)        (734,195)

    Loss on early extinguishment
       of debt                                (120,000)               -                -          (120,000)               -

    Loss on sale of investments                 (8,445)               -                -                 -                -
                                     ------------------  ---------------  ---------------  ----------------  ---------------
                                            (1,563,749)        (188,194)         (14,012)         (525,744)        (732,821)
                                     ------------------  ---------------  ---------------  ----------------  ---------------
               Net Loss              $      (8,646,080)  $     (624,328)  $     (574,808)  $    (2,300,249)  $   (2,635,923)
                                     ==================  ===============  ===============  ================  ===============

    Basic and diluted loss per common

       share                                             $        (0.03)  $        (0.05)  $         (0.14)  $        (0.23)
                                                         ===============  ===============  ================  ===============
    Basic and diluted weighted average

       common shares outstanding                             19,512,610       11,589,704        15,963,773       11,378,358
                                                         ===============  ===============  ================  ===============

</TABLE>

   The accompanying condensed notes are an integral part of these statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                         Period                     Nine Months Ended
                                                                     from Inception                   September 30,
                                                                           to            ----------------------------------------
                                                                  September 30, 2002            2002                 2001
                                                                 ----------------------  -------------------  -------------------
<S>                                                              <C>                     <C>                  <C>
 Cash flows from operating activities:
    Net loss                                                     $       (8,646,080)     $    (2,300,249)     $    (2,635,923)
    Adjustments to reconcile net loss to net
     cash used in operating activities:
       Depreciation                                                           5,694                2,151                2,151
       Stock issued for services and interest payment                       385,919                    -                    -
       Stock options issued for services and warrants
        issued in connection with financings                               542,950               280,000              208,350
       Intrinsic value of beneficial conversion                           1,019,178              218,644              604,116
       Loss on sale of investments                                            8,445                    -                    -
       Changes in assets and liabilities:
          Prepaid expenses and deposits                                      68,408               56,390              (10,841)
          Accounts payable                                                  180,037               14,506              173,820
          Payable to affiliate                                            3,043,808            1,215,959              955,700
          Accrued liabilities                                               346,204               27,956               86,064
                                                                 ----------------------  -------------------  -------------------
             Net cash used in operating activities                       (3,045,437)            (484,643)            (616,563)
                                                                 ----------------------  -------------------  -------------------

 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                    -                    -
    Proceeds from issuance of notes payable to officers                         90,500                    -               90,500
    Repayments on notes payable to officers                                    (90,000)             (30,000)             (50,000)
    Proceeds from issuance of convertible debenture                            125,000              125,000                    -
    Repayments on convertible debenture                                        (89,000)             (89,000)                   -
    Proceeds from issuance of promissory note                                   20,000                    -                    -
    Repayments on insurance note payable                                       (70,467)             (23,489)             (23,489)
    Proceeds from issuance of convertible promissory
        notes                                                                1,050,000               50,000              500,000
    Net proceeds from sale of common stock units                             1,041,600              206,000                    -
    Proceeds from exercise of common stock warrants                            207,140              179,140               28,000
    Collection of subscription receivable                                        9,600                    -                    -
                                                                 ----------------------  -------------------  -------------------
             Net cash provided by financing activities                       3,066,873              417,651              545,011
                                                                 ----------------------  -------------------  -------------------
             Net increase (decrease) in cash and
                 cash equivalents                                                1,930              (66,992)             (71,552)

 Cash and cash equivalents - beginning of period                                     -               68,922              117,056
                                                                 ----------------------  -------------------  -------------------
 Cash and cash equivalents - end of period                                     $ 1,930              $ 1,930             $ 45,504
                                                                 ======================  ===================  ===================
 Cash paid for;
    Income Taxes                                                 $                  --   $               --   $               --
    Interest Expense                                             $                  --   $               --   $               --
                                                                 ======================  ===================  ===================
</TABLE>

   The accompanying condensed notes are an integral part of these statements.


                                       5

<PAGE>

                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)
                     CONDENSED 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, 2002,  and the results of its operations and its cash flows for
the three and nine month periods ended  September 30, 2002 and 2001, and for the
period from  inception  (September  28,  1998) to September  30,  2002.  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,
2001 and 2000,  and for the years then ended,  and for the period from inception
(September  28,  1998) to  December  31,  2001,  filed with the  Securities  and
Exchange Commission on March 18, 2002.

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, 2002
has accumulated losses amounting to $8,646,080.  For the nine month period ended
September 30, 2002 and for the period from  inception to September 30, 2002, the
Company used $484,643 and $3,045,437,  respectively,  of cash in its operations.
Additionally,  the Company had a working  capital  deficit of  $1,541,508  and a
stockholders' deficit of $2,716,141 at September 30, 2002.

The Company's  initial  efforts have focused on the research and  development of
REMUNE (through  Trinity Medical Group,  Ltd. or Trinity Assets Company Limited)
and securing sales and marketing rights in Thailand.  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.  In January 2002, the Thai Food
and Drug Administration  certified the REMUNE manufacturing facility as being in
compliance  with  World  Health   Organization  Good   Manufacturing   Practices
standards.  Final  commercial  approval of REMUNE by the Thai FDA,  however,  is
pending.  The Company has additional  government approvals to secure in order to
begin the process of  commercialization.  The U.S. Food and Drug  Administration
must  certify the  facility  that will  manufacture  the product and approve the
export of the product.  The Company will require  substantial  capital to pursue
its operating strategy and currently has limited cash for operations.  There can
be no assurance that management will be successful in raising the necessary cash
to fund its  continuing  operations  or in obtaining  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.

As  of  September  30,  2002,  our  licensor  of  REMUNE,  The  Immune  Response
Corporation,  had an accumulated  deficit of approximately  $245.9 million and a
working  capital  deficit of  approximately  $4.8 million.  The Immune  Response
Corporation  has  stated  in its  Form  10-Q  for the nine  month  period  ended
September 30, 2002 that they have limited cash resources available to fund their
planned operations. The Immune Response Corporation also stated that if they are
unable to obtain  funding  in the next few days,  they  would  need to  consider
ceasing its ongoing  business  operations and file a petition for liquidation or
reorganization under the United States Bankruptcy Code.

The  Immune  Response   Corporation's   primary   marketing   partner,   Agouron
Pharmaceuticals,  Inc., a Pfizer company, terminated its collaboration agreement
with The Immune  Response  Corporation on July 5, 2001. As a result,  The Immune
Response  Corporation 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,  which may
therefore  adversely effect our ability to successfully raise additional capital
to complete REMUNE development and effectuate our business plans.


                                       6
<PAGE>

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

Because The Immune  Response  Corporation is the sole supplier of REMUNE,  their
inability to continue to raise capital or ultimately generate internal cash flow
could  adversely  affect our business,  as REMUNE is currently our only product.
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  currently  have any
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 - 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  14,924,537  and
701,037 shares of common stock as of September 30, 2002 and 2001,  respectively,
because the representative share increments would be antidilutive. Also excluded
from the  computation  of  basic  and  diluted  loss per  common  share  were an
estimated  2,620,000 and 194,000 shares of common stock issuable as of September
30, 2002 and 2001,  respectively,  upon the conversion of convertible promissory
notes because the representative share increments would be antidilutive.

NOTE D - NOTES PAYABLE TO OFFICER

During 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. The Company paid
the remaining  principal  balance of $5,000 on the note payable to its Corporate
Secretary in January  2002.  Although the notes  payable to the Chief  Executive
Officer have reached their maturity dates,  the Chief Executive  Officer has not
declared the notes in default. The Chief Executive Officer does, however, expect
repayment of the remaining  principal  balance of $500, and the related  accrued
interest  of  $6,638,  when  and if the  Company  raises  sufficient  additional
capital.

NOTE E - RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2002,  Trinity Assets Company Limited
billed Trinity USA  approximately  $1,221,000 for costs incurred  related to the
research and development of the drug REMUNE.  Since inception  through September
30, 2002,  $12,000 has been paid to Trinity Assets  Company  Limited for amounts
previously billed and during December 2001, the Company satisfied  $1,050,701 of
the amounts owed to Trinity Assets Company  Limited  through the issuance of the
Company's  common stock. The amounts owed to Trinity Assets Company Limited have
no  definitive  repayment  terms.  As of September  30,  2002,  the Company owes
Trinity  Assets  Company  Limited  $1,703,808,  which is presented as Payable to
Affiliate  on the  accompanying  balance  sheet.  All amounts  billed by Trinity
Assets  Company  Limited were provided for under the terms and conditions of the
Sublicense and Supply Agreement, dated August 4, 2000.

NOTE F - CONVERTIBLE PROMISSORY NOTE

On January 16, 2002 and July 10, 2002, the Company converted $19,200 and $14,339
of accrued interest  associated with the convertible  promissory note dated June
29,  2001 into  18,113 and  61,806  shares of the  Company's  common  stock.  In
addition, a warrant to purchase 18,113 and 61,806 shares of the Company's common
stock at an exercise price of $4.00 per share and exercisable  until January 16,
2007 and July 10, 2007, respectively, was granted as per the terms of this note.


                                       7
<PAGE>

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

On February 28, 2002,  RoyCap Inc.  converted  $50,000 of the principal  balance
outstanding on the convertible  promissory note dated June 29, 2001 into 169,837
shares of the Company's common stock. In addition, a warrant to purchase 169,837
shares of the Company's common stock at an exercise price of $4.00 per share and
exercisable  until  February 28, 2007 was granted as per the terms of this note.
The Company recorded an additional charge to interest expense of $24,933 for the
fair value of the beneficial  conversion  feature  associated  with the warrants
issued.

On April 30, 2002 and on May 31, 2002, RoyCap Inc. converted $25,000 each of the
principal balance outstanding on the convertible  promissory note dated June 29,
2001 into 371,140 and 578,704  shares,  respectively,  of the  Company's  common
stock.  In  addition,  warrants  to purchase  371,140 and 578,704  shares of the
Company's  common stock at an exercise price of $4.00 per share and  exercisable
until April 30, 2007 and May 31,  2007,  respectively,  were  granted as per the
terms of this note.  The Company  recorded  an  additional  aggregate  charge to
interest  expense of $24,933  for the fair  value of the  beneficial  conversion
feature associated with the warrants issued.

On August 29,  2002,  the Company  amended the  convertible  promissory  note to
RoyCap Inc.  dated June 29,  2001 to extend its  maturity  date to February  28,
2003. As part of the  inducement  to extend the maturity  date of the note,  the
Company granted RoyCap Inc.  five-year warrants to purchase a total of 1,000,000
shares of the Company's common stock at an exercise price of $.10 per share. The
Company recorded a $160,000 charge to interest expense for the fair value of the
warrant  at the  date of  grant.  On the  date of  conversion  of the  remaining
principal balance of the note, $300,000 as of August 29, 2002, the Company shall
also issue to RoyCap  Inc. 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 the  outstanding  note.  The  warrant  shall have an
exercise  price equal to $.10 per share of the Company's  common stock and shall
have a term of five years from its date of issuance.  The exercise  price of the
warrants to be issued upon  conversion of the remaining  principal,  if any, was
changed from $4.00 per share to $.10 per share as per the terms of the amendment
to the note.

On August 29,  2002,  the Company also issued a $50,000  convertible  promissory
note to RoyCap Inc. The note matures on February 28, 2003 and bears  interest at
8% per annum,  with  interest due and payable on February  28,  2003.  All other
terms of the note are the same as the terms of the note dated June 29,  2001 and
as amended on August 29, 2002. The Company recorded a $21,512 charge to interest
expense  for  the  intrinsic  value  of the  beneficial  conversion  feature  as
calculated at the date of issuance.  Upon conversion of the note and the related
issuance of the warrants,  a charge to interest expense will be recorded for the
allocated fair value of the warrants.

Both the note dated June 29, 2001 and the $50,000  convertible  promissory  note
are  collateralized  and  secured by a total of  300,000  shares  (adjusted  for
one-for-four  reverse stock split; see also Note P.) of restricted  common stock
of The Immune Response  Corporation,  which is held and owned by the Company. If
the close price of The Immune Response  Corporation  common stock is below $1.20
(adjusted  for  one-for-four  reverse  stock  split;  see also Note P.) for five
consecutive  trading days during the term of the notes,  RoyCap Inc. is entitled
to declare the notes immediately in default.

The  covenants of the notes prevent the Company from pledging any of its assets,
including  licenses,  to any third party or incurring any indebtedness senior to
the note. On August 29, 2002, however, RoyCap Inc. agreed to prospectively waive
this  covenant  as it relates to the Company  possibly  pledging  its  remaining
200,000 shares (adjusted for one-for-four reverse stock split; see also Note P.)
of The Immune Response Corporation as collateral with other possible third party
creditors.

NOTE G - INSURANCE NOTE PAYABLE

On July 1,  2001,  the  Company  obtained a  Directors  and  Officers  Liability
Insurance  policy 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  insurance  note  was paid off in April  2002.  The  Directors  and
Officers Liability  Insurance policy expired on July 1, 2002 and the Company has
not renewed its policy.


                                       8
<PAGE>

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

NOTE H - CONVERTIBLE DEBENTURE

In January 2002,  Trinity USA executed a Securities  Purchase  Agreement  with a
private placement investment company for the purchase of $125,000 of Convertible
Debentures  due in January 2003.  The  debenture  bore interest at 9.50% and was
payable monthly. The debenture was convertible at a price equal to the lesser of
$4.00 or 83% of the average of the three lowest  closing prices of Trinity USA's
common stock during the 20 day period prior to the  conversion.  See also Note I
for the conversion of $36,000 of the debenture.

Trinity USA repaid the debentures' remaining principal balance of $89,000 on May
31, 2002. As part of the early  extinguishments  of this debenture,  Trinity USA
granted a common stock purchase  warrant for the purchase of 2,000,000 shares of
common stock to the private placement  investment company.  The one-year warrant
is not exercisable  until December 1, 2002. The warrant has an exercise price of
$0.05 per share if the closing price of the  Company's  common stock is $0.15 or
less on the date of exercise and $0.05 plus an additional  $0.01 for every $0.01
that the closing  price of the common stock is above $0.15 if the closing  price
of the Company's  common stock is above $0.15 on the date of exercise.  The fair
value of the warrant,  calculated using the Black-Scholes  option-pricing model,
at May 31, 2002 was $120,000 and was charged to Loss on Early  Extinguishment of
Debt in the  accompanying  Statements  of  Operations  for the nine month period
ended September 30, 2002.

NOTE I - STOCK OPTIONS AND WARRANTS

On February 13, 2002, the Company granted 25,000  non-qualified stock options to
a former  director in connection  with his service as a director to the Company.
The options are fully vested,  have a term of 10 years and an exercise  price of
$.59 per share,  which was equal to the closing  price of the  Company's  common
stock on the date of grant.

On June 10, 2002, the Company granted a total of 5,500,000  non-qualified  stock
options to its officers and directors. The options are fully vested, have a term
of 10 years  and an  exercise  price of $.10 per  share,  which was equal to the
closing price of the Company's common stock on the date of grant.

During the quarter  ended June 30, 2002,  the Company  issued  five-year  common
stock warrants to a placement  agent who was utilized in connection  with the La
Jolla Cove Investors,  Inc. financing. A total of 15,207 shares of the Company's
common stock may be  purchased  through the exercise of the warrants at exercise
prices  ranging  from $.07 to $1.46 per share.  The fair  value of the  warrants
issued, calculated using the Black-Scholes option-pricing model, was immaterial.
The Company also paid this  placement  agent a commission  fee of  approximately
$21,000 which was charged to expense.

During the quarter ended June 30, 2002, La Jolla Cove Investors,  Inc. converted
$36,000 of principal on a convertible debenture (see Note H), which provided the
Company with  $179,140 of  additional  cash through the issuance and exercise of
common stock purchase  warrants.  A total of 240,841 shares of common stock were
issued in  connection  with the principal  conversions  and a total of 1,184,159
shares of common stock were issued in connection  with the exercise of warrants,
which resulted from the principal conversions. During the quarter ended June 30,
2002, the Company recorded a charge to interest expense of $147,266 for the fair
value of the beneficial conversion feature associated with the initial recording
of the convertible  debenture  ($120,266) and for the warrants issued ($27,000).
See also Note H for an explanation of an additional  2,000,000  warrants granted
to La Jolla Cove Investors, Inc. as consideration for extinguishing the debt.

NOTE J - COMMON STOCK UNITS

During May and June 2002,  the Company sold a total of  3,935,385  shares of its
common  stock  at  prices  ranging  from  $.05 to $.13 per  share to  accredited
investors.  In connection  therewith,  the Company issued  one-year  warrants to
purchase a total of 3,935,385  shares of the Company's  common stock at exercise
prices  ranging from $.08 to $.39 per share.  The net proceeds  from the sale of
the common stock units were $206,000.


                                       9
<PAGE>

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

NOTE K - DEFERRED CONTRACT INCOME/EXPENSE

On June 26, 2002,  through the  execution of Amendment  No. 3 to the License and
Collaboration  Agreement,  the Company  amended  its  License and  Collaboration
Agreement with The Immune  Response  Corporation  (IRC).  The amended  agreement
provides for an  additional  $50.00 per unit to be paid to IRC for the first one
million  doses of REMUNE  purchased by the  Company.  As  consideration  for the
additional  amount to be paid to IRC, the Company  received shares of IRC common
stock and a waiver of the final,  optional $5 million  milestone payment for the
technology  transfer of REMUNE  manufacturing  rights in the Company's  licensed
territory.  The Company  received one million shares  (adjusted for one-for-four
reverse  stock  split;  see also Note P.) of  restricted  common  stock upon the
execution of the amended agreement and up to 750,000 additional shares (adjusted
for  one-for-four  reverse  stock split;  see also Note P.) may be received when
future sales milestones  occur.  Additionally,  the Company will receive 500,000
shares  (adjusted for  one-for-four  reverse stock split; see also Note P.) upon
Thai  Government  approval  of REMUNE in  exchange  for a  required  $5  million
milestone payment to IRC. The Company has been given registration  rights on the
stock  issued by IRC and may not sell  those  shares  until the  Securities  and
Exchange Commission declares the applicable registration statement(s) effective.
The terms of the amended  license and  collaboration  agreement  expire upon the
earlier of December 31, 2007 or the  purchase of one million  units of REMUNE by
the Company.

On June 26,  2002,  and  again on  August  5,  2002,  the  Company  amended  its
sublicense and supply  agreement  with its  affiliated  distributor in Thailand,
Trinity  Assets  Company  Limited  (TAC),  such that TAC will  absorb 50% of the
additional  $50.00  per  unit  to be  paid  to  IRC.  As  consideration  for the
agreement,  the Company granted 500,000 of the initial one million shares issued
by IRC to TAC (both numbers adjusted for  one-for-four  reverse stock split; see
also Note P.). The Company has also contractually agreed to grant the additional
750,000 sales milestone shares  (adjusted for one-for-four  reverse stock split;
see also Note P.) to TAC because TAC has provided a REMUNE  purchase  commitment
to the Company  equal to a minimum of one million  doses  during the first three
years of commercial sales in Thailand.  The terms of the amended  sublicense and
supply agreement expire upon the earlier of December 31, 2007 or the purchase of
one million units of REMUNE by TAC.

The  Company  recorded  the fair  market  value of the one  million  IRC  shares
($2,360,000)  as of the amended  contract  date,  with an  offsetting  credit to
deferred  contract income.  The deferred  contract income will be amortized on a
proportionate  basis to the first one million  doses of REMUNE  purchased by the
Company.  Additionally,  because  500,000 of the one  million  IRC  shares  were
contractually  required to be immediately  granted to TAC, the fair market value
of 500,000 IRC shares  ($1,180,000) was reclassified from marketable  securities
to deferred contract expense,  which will be amortized on a proportionate  basis
to the first one million doses of REMUNE  purchased by TAC.  Because the Company
is not currently able to reasonably estimate the amount of REMUNE doses that may
be purchased  during the next twelve  months,  the entire amount of the deferred
contract  income/expense has been classified as long-term at September 30, 2002.
See also Note L.

NOTE L - MARKETABLE SECURITIES - AVAILABLE-FOR-SALE

The Company has  classified  the IRC common stock  received in  connection  with
Amendment  No. 3 to the  License  and  Collaboration  Agreement  (see Note K) as
available-for-sale  and  reports  the  investment  at  fair  market  value.  The
unrealized  loss  during the nine  month  period  ended  September  30,  2002 of
$380,000 has therefore been reported as a component of  stockholders'  deficit -
Accumulated  Other  Comprehensive  Loss  on  the  accompanying  Balance  Sheets.
Realized  gains and losses,  when  applicable,  will be  included in  investment
income.

NOTE M - COMPREHENSIVE LOSS

The Company  accounts for  comprehensive  loss in  accordance  with FAS No. 130,
"Reporting Comprehensive Income". The Company reports the accumulated balance of
other comprehensive loss separately in the equity section of the balance sheets.
The only component of  comprehensive  income is the unrealized  income (loss) on
marketable  securities  totaling ($380,000) and $100,000 for the nine months and
the  three  months  ended  September  30,  2002,  respectively.   The


                                       10
<PAGE>

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

Company's  comprehensive  loss  for the  three  and  nine  month  periods  ended
September 30, 2002 was $524,328 and $2,680,249, respectively.

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 OMITTED]




NOTE O - RECENT ACCOUNTING PRONOUNCEMENTS

On June 29, 2001,  SFAS No. 141,  "Business  Combinations,"  was approved by the
FASB,  which  requires  that the purchase  method of  accounting be used for all
business  combinations  initiated  after June 30,  2001.  Goodwill  and  certain
intangible  assets will remain on the balance sheet and not be amortized.  On an
annual  basis,  and when there is reason to suspect  that their values have been
diminished  or  impaired,  these  assets  must be  tested  for  impairment,  and
write-downs  may be  necessary.  The  Company  has  implemented  SFAS No. 141 on
January 1, 2002.

On June 29, 2001,  SFAS No. 142,  "Goodwill and Other  Intangible  Assets",  was
approved  by the  FASB,  which  changes  the  accounting  for  goodwill  from an
amortization  method to an impairment-only  approach.  Amortization of goodwill,
including  goodwill  recorded  in past  business  combinations,  will cease upon
adoption of this statement.  The Company has implemented SFAS No. 141 on January
1, 2002.

In August 2001, the FASB issued FAS No. 143,  "Accounting  for Asset  Retirement
Obligations." This statement  addresses  financial  accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated  asset  retirement  costs.  It  applies  to all  entities  and  legal
obligations associated with the retirement of long-lived assets that result from
the acquisition, construction, development and/or normal operation of long-lived
assets, except for certain obligations of lessees. This statement amends FAS No.
19, "Financial Accounting and Reporting by Oil and Gas Producing Companies," and
is effective for financial  statements  issued for fiscal years  beginning after
June 15, 2002.


                                       11
<PAGE>

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

Management  has not yet  determined the impact of the adoption of FAS No. 143 on
the Company's financial position or results of operations.

During August 2001, SFAS No. 144,  "Accounting for the Impairment or Disposal of
Long-Lived  Assets."  was issued.  SFAS No. 144 is  effective  for fiscal  years
beginning  after  December 15, 2001. It provides a single  accounting  model for
long-lived  assets to be disposed of and replaces SFAS No. 121  "Accounting  for
the Impairment of Long-Lived  Assets and  Long-Lived  Assets to Be Disposed Of."
The effect of adoption of this standard on Company's  results of operations  and
financial positions is being evaluated..

In April 2002, the FASB issued FAS No. 145, "Rescission of FAS Statements No. 4,
44 and 64,  Amendment of FAS Statement No. 13, and  Technical  Corrections,"  to
update, clarify and simplify existing accounting  pronouncements.  FAS Statement
No. 4,  which  required  all gains and  losses  from debt  extinguishment  to be
aggregated and, if material, classified as an extraordinary item, net of related
tax effect, was rescinded. Consequently, FAS Statement No. 64, which amended FAS
Statement No. 4, was rescinded because it was no longer necessary.  The adoption
of  this  statement  resulted  in the  Company  presenting  its  loss  on  early
extinguishment  of debt  associated with the repayment of the La Jolla Debenture
(see  Note H) as  Other  Income  (Expense)  in the  accompanying  Statements  of
Operations for the nine month period ended September 30, 2002.

In June 2002, the FASB issued FAS No. 146, "Accounting for Costs Associated with
Exit or Disposal  Activities."  FAS 146 addresses  accounting  and reporting for
costs associated with exit or disposal  activities and nullifies Emerging Issues
Task  Force  Issue  No.  94-3,  "Liability   Recognition  for  Certain  Employee
Termination  Benefits  and Other  Costs to Exit an Activity  (Including  Certain
Costs Incurred in a Restructuring)." FAS No. 146 requires that a liability for a
cost  associated  with an exit or disposal  activity be recognized  and measured
initially at fair value when the liability is incurred. FAS No. 146 is effective
for exit or disposal activities that are initiated after December 31, 2002, with
early  application  encouraged.  The adoption of this  statement  did not have a
material effect on our consolidated financial statements.

NOTE P - SUBSEQUENT EVENTS

During  October  2002,  The  Immune  Response  Corporation  formally  declared a
one-for-four  reverse  stock  split of issued and  outstanding  shares of common
stock.  All references  and  disclosures  related to the Company's  ownership of
common shares of The Immune  Response  Corporation  presented in these financial
statements  and Form  10-QSB  have been  retroactively  adjusted  to reflect the
reverse stock split.

As presented in Note F, if the close price of The Immune Response  Corporation's
common stock is below $1.20 (adjusted for one-for-four  reverse stock split) for
five  consecutive  trading days during the term of our  outstanding  convertible
promissory notes with RoyCap Inc.,  RoyCap Inc. is entitled to declare the notes
immediately in default. During October and November 2002, the close price of The
Immune Response Corporation's common stock went below $1.20 for five consecutive
trading  days on several  occasions.  RoyCap  Inc.  has not,  however,  formally
declared the  convertible  promissory  notes in default  through the issuance of
written notice to the Company.

Effective  October 16, 2002, Gary E. Wilson resigned as the Company's  Executive
Vice  President - Finance,  Chief  Financial  Officer and  Treasurer.  Dr. James
Namnath,  the Company's  Chief  Executive  Officer is currently  assuming  these
responsibilities.


                                       12
<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 USA is an affiliate of Trinity Assets Company  Limited,  a Thailand
company.  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 according to the steps 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 and Good  Manufacturing  Practice  standards
certificate 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, license and certificate will be obtained.


                                       13

<PAGE>

                                Plan of Operation

General overview.

     We have minimal operations, nominal assets and no revenues from operations.
We have only approximately two years of business history. Our estimates indicate
that we will not generate  internal  cash flows from the sale of REMUNE until at
least late 2003.  As we do not currently  have any internal  sources of funding,
our  inability to  successfully  implement  future  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  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 late 2003.  For the
nine month period ended September 30, 2002, we used  approximately  $485,000 for
operating  activities.  This cash was  provided by  financing  activities  which
included the conversion of a portion of our convertible  debenture with La Jolla
Cove  Investors,  Inc.  and the related  exercise  of  warrants  issued to them.
Additionally, $206,000 of cash was provided by a common stock unit offering. The
cash used in operations  related  primarily to officer salaries and professional
fees incurred in connection with our required SEC filings.  The Company utilized
$89,000  raised  in the  common  stock  unit  offering  to repay  the  remaining
principal  balance of the  convertible  debenture with La Jolla Cove  Investors,
Inc.

     Our current monthly operating overhead is approximately $40,000, which will
increase if and as we expand our operations.  This estimate excludes our average
monthly  research and development  expenses to date of  approximately  $130,000.
Approximately $30,000 of the total $40,000 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
$55,000 per month to our operating overhead.

     We do not have any 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 currently  anticipate  that the net proceeds  from our sale of our
shares  of  common  stock  from  future  private  placement  offerings  or  debt
financings,  together with our available  funds,  will be sufficient to meet our
anticipated needs for working capital and capital  expenditures through December
2002.  However, we may need to raise additional funds prior to the expiration of
this period.  Until we can obtain  revenues  sufficient to fund working  capital
needs,  Trinity  USA will be  dependent  upon  external  sources  of  financing.
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.

     During the next 12 months,  Trinity  USA  expects to pay the  remaining  $5
million payment to The Immune Response  Corporation.  The last remaining payment
must be paid upon the approval of REMUNE in Thailand for  commercial  sale.  The
amount  that  Trinity  USA expects to pay  Trinity  Assets  Company  Limited for
expenses  incurred related to clinical  studies and the regulatory  requirements
during  2001 and 2002 could be between  $1.5-$2.0  million,  approximately  $1.6
million of which is expected to be incurred in 2002.  The amounts  currently  or
prospectively  payable to Trinity Asset Company  Limited are expected to be paid
from the cash  proceeds to be raised under future  private or public  offerings.
The amounts owed to these  entities  have no  definitive  repayment  terms.  All
amounts paid or payable to Trinity Asset Company Limited that relate to research
and  development  expenses  have been,  or will be,  paid under the terms of the
sublicense 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.


                                       14
<PAGE>

     The total amounts billed to date by our  affiliates in connection  with our
REMUNE  development  program  in  Thailand  have been in the  proportion  of 80%
billable research hours and 20% 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 was extended as an unblinded,  follow-up study with an expected completion
date of May 2003. We believe that the clinical  trial,  known as Protocol 2101B,
and the  related  follow-up  study  will  become one of the  longest  scientific
examinations of Immune Based Therapy,  or IBT, for humans infected with HIV. The
approval  of  the  follow-up  study  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.  However, the results from the study continuation will be
used to support REMUNE registration.

     In 2003,  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  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 2003.  We  intend to add
clinical study  supervisors,  engineering  consultants,  accounting  staff,  and
additional  directors  during this time.  From our present  level of 2 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 2003. 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).

     On April 11, 2002, Kenneth B. Hamlet,  Trinity USA's only independent board
member,  resigned from his position as a director. No replacement for Mr. Hamlet
has yet been identified.

     Effective  October  16,  2002,  Gary E. Wilson  resigned  as the  Company's
Executive Vice President  Finance,  Chief Financial  Officer and Treasurer.  Dr.
James Namnath, the Company's Chief Executive Officer is currently assuming these
responsibilities.

     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.


                                       15
<PAGE>

RISK FACTORS

     You should  carefully  consider the risks  described below before making an
investment  decision.  The risks and  uncertainties  described below are not the
only ones facing us.  Additional risks and  uncertainties not presently known to
us or that we currently deem immaterial may also impair our business.

     If any of the  following  risks  actually  occur,  our  business  could  be
adversely affected.  In those cases, the trading price of our common stock could
decline, and you may lose all or part of your investment.

                       Risks Relating to Disease Treatment

If our  supplier  is unable to provide  REMUNE,  we will lose our sole source of
product and revenue.

     Trinity  USA will lose its only  source of  revenue  if for any  reason The
Immune Response Corporation,  the exclusive supplier and manufacturer of REMUNE,
cannot  manufacture  REMUNE at all or at the capacity required for us to sustain
profitable operations.

     The Immune Response Corporation's  manufacturing facility has no history of
volume  production.  Trinity USA cannot  predict with absolute  certainty that a
consistent  supply  volume  can  be  expected.   Further,  The  Immune  Response
Corporation  relies on a third  party for the  final  step of the  manufacturing
process. If the existing manufacturing operations prove inadequate, there can be
no assurance that any arrangement with another third party can be established on
a timely  basis,  or that we or The Immune  Response  Corporation  can establish
other manufacturing capacity on a timely basis.

     The U.S. Food and Drug Administration may impose severe restrictions on the
manufacture  of REMUNE in the  U.S.,  making  The  Immune  Response  Corporation
incapable of supplying the product to Trinity USA for  distribution in Thailand.
Further,   The  Immune  Response   Corporation  could  not  easily  replace  its
manufacturing capacity if it were unable to use its manufacturing facilities due
to fire,  natural disaster,  equipment  failure or other  difficulty,  or if the
facility  is  not  deemed  to  be  in  compliance   with  the  U.S.  FDA's  Good
Manufacturing Practice standards.

If neither The Immune Response Corporation, nor Trinity USA, is able to secure a
license to export  REMUNE from the U.S.  FDA, we will have to attempt to build a
manufacturing facility in Thailand or cease operations.

         In the event that neither The Immune Response Corporation, nor Trinity
USA, is able to secure an export license for REMUNE, our business plan will be
severely compromised and we may be forced to cease operations. The U.S. FDA may
approve REMUNE for export based upon any of the following:
o    the results of tests conducted in the United States;
o    approval of REMUNE by the European health authorities;
o    an  application  for an export license based upon approval of REMUNE by the
     Thai health  authorities  and a review by the U.S. FDA, for compliance with
     specific  criteria set forth in the Federal Food, Drug and Cosmetic Act, of
     the  Thai  statutes  and  regulations   governing  the  approval  for  use,
     manufacture  and  recall  of  drugs  subsequently  found  not to be safe or
     effective;  or o a direct  application in conjunction  with the Thai health
     authorities for approval of the export of REMUNE based on an application to
     the U.S. FDA including the raw data from the trials of REMUNE  conducted in
     Thailand.

     There can be no assurance, however, that REMUNE will be approved for use by
either the U.S. FDA or the  European  health  authorities,  or that the U.S. FDA
will ever  approve the export of REMUNE.  If the U.S. FDA refuses to approve the
export  of REMUNE  for  commercial  use in  Thailand,  we may  choose to build a
manufacturing facility in Thailand capable of producing REMUNE or, if REMUNE may
be exported as an intermediate  product, of completing the manufacturing process
for REMUNE. The cost of constructing a manufacturing  facility in Thailand would
be millions of dollars,  and there can be no assurance  that we would be able to
raise the capital  necessary to fund the building of a  manufacturing  plant. If
neither The Immune Response Corporation,  nor Trinity USA, can


                                       16
<PAGE>

procure an export license for REMUNE,  sales may not occur for 2 to 3 additional
years, if ever, while we seek alternative manufacturing options.

If we are unable to distribute REMUNE in Thailand without the concomitant use of
Highly Active  Anti-Retroviral  Therapy, or HAART, our business model may not be
viable and we may be forced to cease operations.

     Our business  model  contemplates  that REMUNE will be used  primarily as a
mono-therapy in Thailand and in our other licensed  countries.  If we are unable
to  distribute  REMUNE in Thailand  without the  concomitant  use of HAART,  our
business  model  may not be  viable  and we may be  forced  to cease  operations
because we believe HAART is not  affordable  or readily  accessible to the great
majority  of the HIV  infected  population  in the  countries  where we  possess
license rights.

If our supplier is unable to provide REMUNE at a price which can be resold by us
at an amount that is affordable to the HIV infected population in our territory,
we may not be able to sustain profitable operations.

     Our  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.  Because The Immune Response
Corporation's  manufacturing  facility has no history of volume  production,  we
cannot  determine with absolute  certainty that the price at which REMUNE may be
resold in our licensed territory will be affordable to a large enough percentage
of the HIV infected population for us to sustain profitable operations.

If The Immune Response  Corporation is unable to continue as a going concern, we
will lose the sole supplier of REMUNE, our only product.

     The  Immune  Response  Corporation  had  a  net  loss  of  $16,343,000  and
$18,913,000 for the year ended December 31, 2001 and the nine month period ended
September  30,  2002,  respectively.  The  Immune  Response  Corporation  had an
accumulated  deficit  of  $245,884,000  as of  September  30,  2002.  The Immune
Response  Corporation  also had a working capital  deficit of $4,800,000,  total
assets of $14,809,000  and total  liabilities of $10,400,000 as of September 30,
2002.

     The Immune  Response  Corporation  has stated in its Form 10-Q for the nine
month period  ended  September  30, 2002 that they have  limited cash  resources
available to fund their planned operations. The Immune Response Corporation also
stated  that if they are  unable to obtain  funding  in the next few days,  they
would need to  consider  ceasing  its  ongoing  business  operations  and file a
petition for liquidation or  reorganization  under the United States  Bankruptcy
Code.

     Because The Immune  Response  Corporation  is the sole  supplier of REMUNE,
their  inability to continue to raise  capital or ultimately  generate  internal
cash flow could adversely  affect our business,  as REMUNE is currently our only
product.

If the Thai Ministry of Public Health or Food and Drug  Administration  does not
approve REMUNE, we will be unable to generate any revenues in Thailand.

     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, REMUNE
cannot be marketed, sold or manufactured in Thailand. Without Thai Food and Drug
Administration approval, we will be unable to generate any revenue in Thailand.

If we do not receive  required  marketing  approval  from the  governing  health
authority of Thailand,  we cannot sell or distribute REMUNE in any other country
in our  licensed  territory  and will be unable to  generate  revenues  in those
locations.

     We have agreed that we cannot sell or  distribute  REMUNE to any country in
the licensed territory unless we have previously received the required marketing
approval for REMUNE from the governing  health authority of


                                       17
<PAGE>

Thailand and we have diligently commenced marketing REMUNE in Thailand. If we do
not obtain the required  marketing  approval,  we will be unable to generate any
revenues in our licensed territory.

     The license and collaboration  agreement,  as amended,  between Trinity USA
and The Immune  Response  Corporation  provides for possible  termination of the
license and  collaboration  agreement  if the  marketing  approval for REMUNE in
Thailand is not granted before August 31, 2004.

If REMUNE becomes obsolete  because of the HIV virus' ability to mutate,  we may
lose our market for REMUNE.

     Our success depends on the ability of the product to benefit users. Because
of the  ability  of this  virus to  mutate,  and  thereby  defeat  many forms of
treatment, it is not unreasonable that the product may become obsolete.

If REMUNE  no  longer  benefits  patients  that use it, we may have to  withdraw
REMUNE from the market.

     Our success will depend, in large part, upon the product continuing to show
wide safety  margins and a low incidence of adverse side  effects.  Unacceptable
toxicities  or side  effects  may occur at any time in the  course  of  clinical
trials  or,  if  any  products  are  successfully  developed  and  approved  for
marketing,  during  commercial  use  of  our  products.  The  appearance  of any
unacceptable  toxicities or side effects could interrupt,  limit, delay or abort
the development of any of our products or, if previously  approved,  necessitate
their withdrawal from the market.

If The Immune Response  Corporation,  REMUNE's developer,  does not complete its
clinical  trials of  REMUNE,  we may not be able to market  the  development  of
REMUNE.

     The Immune  Response  Corporation  must still complete  clinical  trials of
REMUNE. The results must gain regulatory approvals in the United States or other
countries where these companies may sell REMUNE.  There can be no assurance that
the clinical trials and any subsequent commercialization of REMUNE by The Immune
Response  Corporation will be successfully  completed.  The discontinuation of a
Phase 3 trial of REMUNE due to lack of statistical  difference  between test and
control groups, conducted in the United States, had a material adverse effect on
The Immune Response Corporation.

     On August 30, 2001, The Immune Response Corporation  announced that after a
thorough  review of the  available  data, it informed  Agouron  Pharmaceuticals,
Inc.,  a Pfizer  Company,  that it did not intend to  continue  Study  202.  The
decision  was  based on the fact that the total  number  of  endpoints  (time to
virological  failure) to date appeared to be falling short of the number assumed
by Agouron in the protocol.  Additionally,  the conditional power  calculations,
which is the estimation of the  likelihood of correctly  determining a treatment
effect,  provided by Agouron were  reviewed  and  revealed  that while the power
could be near 70%, it could also be as low as 40%. Based on these  factors,  The
Immune  Response  Corporation  determined  that it would be highly unlikely that
Study 202 would be able to  achieve  its  primary  objective  of  determining  a
treatment effect.

Because The Immune  Response  Corporation  and  Agouron  have  terminated  their
collaboration agreement, The Immune Response Corporation may have to abandon the
development of REMUNE.

     The  Immune  Response  Corporation's  primary  marketing  partner,  Agouron
Pharmaceuticals,  Inc., a Pfizer company, terminated its collaboration agreement
with The Immune  Response  Corporation on July 5, 2001. As a result,  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
Trinity  USA's stock price,  and  therefore  our ability to  successfully  raise
additional  capital to complete  REMUNE  development and effectuate our business
plans.

If technological  change and competition render our potential products obsolete,
we may have to cease operations.

     Trinity  USA  anticipates  that  REMUNE  will face  intense  and  increased
competition in the future.  There can be no assurance that existing  products or
new products for the treatment of HIV developed by competitors  will not


                                       18
<PAGE>

be more  effective  or more  effectively  marketed  and sold  than  REMUNE.  The
biotechnology  industry  continues to undergo rapid change,  and  competition is
intense and is  expected  to  increase.  Competitors  may succeed in  developing
technologies  and products that are more effective or affordable  than any which
are being developed by our supplier,  The Immune Response  Corporation,  or that
would render our technology and products  obsolete and  noncompetitive.  Many of
our competitors have substantially  greater experience,  financial and technical
resources  and  production,  marketing  and  development  capabilities  than us.
Accordingly,  some  of our  competitors  may  succeed  in  obtaining  regulatory
approval for products more rapidly or effectively than us.

If the manufacture of REMUNE is conducted by Trinity USA in Thailand,  we may be
exposed to environmental liability.

     Because REMUNE requires  irradiation as a final  processing step, we may be
exposed to environmental liability when and if Trinity USA begins manufacture of
REMUNE in Thailand.  Further,  nuclear  irradiation  sources may not be found in
Thailand and may not be allowed by the Thai government authorities.

                Risks Relating To Our History and Financing Needs

If we are unable to pay our current  and future  obligations  to Trinity  Assets
Company Limited, our current  distribution  strategy could be compromised and we
may be unable to sell our product in Thailand.

     Since Trinity USA has assigned a significant  portion of its revenue rights
to Trinity Assets Company Limited, an affiliate,  Trinity Assets Company Limited
may  exercise a  disproportionate  amount of control  over  future  revenues  or
profits from the sale of REMUNE in Thailand.  Because both entities are owned by
members  of the  Churdboonchart  family,  the  future  negotiation  of profit or
royalty  arrangements  may involve  conflicts of interest  which could result in
limited royalties or profits to Trinity USA.

     If we are  unable  to  raise  sufficient  capital  or  generate  profitable
operations to pay our current and future  obligations  to Trinity Assets Company
Limited,  our  current  distribution  strategy  in  Thailand  and the other nine
licensed countries will be compromised, as our operations are co-dependent.

Unanticipated  changes in Thai regulations may limit our ability to manufacture,
sell or  distribute  REMUNE in  Thailand  which  would  limit or prevent us from
generating revenues.

     We may be subject to direct regulation by several governmental  agencies in
Thailand in addition to regulations  applicable to the development and marketing
of pharmaceutical  products. The application of new laws and regulations as well
as  political  and economic  events  beyond our control may limit our ability to
manufacture,  sell and  distribute  the product in  Thailand.  Present  Thai law
requires  domestic  pharmaceutical  manufacturing and that some aspects of sales
and distribution be conducted by a majority owned Thai company.

Our future success is unpredictable  due to our limited operating  history,  our
history of operating losses and the uncertainty of achieving profitability.

     Due in large part to the significant research and development  expenditures
required  to  identify  and  validate  new  drug  candidates,  we have  not been
profitable and have generated  operating  losses since our inception in 1998. We
currently  have no revenues and we are still in the  developmental  stage of our
business. As of September 30, 2002, we had an accumulated deficit of $8,646,080.
We expect to  continue  to incur  losses for at least the next year,  and expect
that these losses could  increase as we continue to expand our sales,  research,
and  marketing  force,   and  our  distribution   facilities  in  an  effort  to
commercialize  REMUNE.  We expect to incur additional losses until such time, if
ever,  that our revenues from the sale of REMUNE cover our  expenses.  Achieving
and maintaining long-term profitability depends on successfully  commercializing
REMUNE.  We  cannot  assure  you  that we will  be  able to  achieve  any of the
foregoing or that we will be profitable  even if we  successfully  commercialize
REMUNE. If the time required to generate  revenues and achieve  profitability is
longer than anticipated, or if we are unable to obtain necessary capital, we may
not be able to fund and continue our operations.


                                       19
<PAGE>

If we are  unable  to  raise  additional  capital,  we may be  forced  to  cease
operations.

     Trinity USA requires  substantial  capital to pursue its operating strategy
and  currently  has  limited  cash for  operations.  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
currently anticipate that the net proceeds from our sale of our shares of common
stock from  future  private  placement  offerings  or through  debt  financings,
together with our available  funds,  will be sufficient to meet our  anticipated
needs for working  capital  and  capital  expenditures  through  December  2002.
However,  we may need to raise  additional funds prior to the expiration of this
period.  Until we can obtain revenues  sufficient to fund working capital needs,
Trinity USA will be dependent upon external sources of financing.

     The license and collaboration  agreement between Trinity USA and The Immune
Response Corporation provides for termination by The Immune Response Corporation
or  Trinity  USA  if  Trinity  USA  fails  to  purchase   The  Immune   Response
Corporation's  common stock,  as required by the stock  purchase  agreement,  as
amended,  between the parties, within 30 days of the event requiring purchase of
the common  stock.  During the next 12 months,  Trinity  USA  expects to pay the
remaining  $5  million  payment  to The Immune  Response  Corporation.  The last
remaining  payment  must be paid upon the  approval  of REMUNE in  Thailand  for
commercial sale. If we are unsuccessful in raising the necessary capital to fund
this last milestone payment, we may lose our licensing rights for REMUNE.

If we are unable to generate internal sources of liquidity,  we may be unable to
raise additional funds without subordinating the rights of holders of our common
stock.

     To date,  we have no  internal  sources of  liquidity  and do not expect to
generate any internal cash flow until late 2003. 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 raise  additional  funds through the issuance of
equity, equity-related or convertible debt securities, these securities may have
rights, preferences or privileges senior to those of the rights of Trinity USA's
common  stock.  The  failure to raise any needed  additional  funds will make it
difficult  for  Trinity  USA  to  sustain  or  commence  its  primary   business
operations.

Because  Trinity  USA and  Trinity  Assets  Company  Limited  have a director in
common,  there may be inherent  conflicts  of interest in the  execution by this
director of his duties.

     Trinity USA  currently has one director that is also a director and officer
of Trinity Assets  Company  Limited.  This director also has a direct  financial
interest in both  Trinity  USA and Trinity  Assets  Company  Limited.  While our
management  believes  that this  director will be able to exercise his fiduciary
duty to our shareholders,  there may exist inherent conflicts of interest in the
execution  by this  director  of those  duties.  As a result  of this  potential
conflict,  this  director  may  not  negotiate  the  terms  of  our  current  or
prospective  agreements  with Trinity Assets Company Limited as favorably as the
terms  he  would  demand  if he had no  financial  interest  in our  contractual
partner.

Volatility of stock price and absence of dividends may hurt common stockholders.

         The market price of our common stock, like that of the common stock of
many other biopharmaceutical companies, has been and is likely to be highly
volatile. Factors such as the following could have a significant adverse impact
on the market price of our common stock:

     o    our financial position;
     o    the  results of  preclinical  studies and  clinical  trials by us, our
          collaborators or our competitors;
     o    concern as to, or other  evidence  of, the safety or  efficacy  of our
          products or our competitors' products;
     o    announcements  of  technological  innovations or new products by us or
          our competitors;
     o    governmental regulatory actions;
     o    actual or anticipated changes in drug reimbursement policies;
     o    developments with our collaborators;
     o    developments  concerning patent or other  proprietary  rights of ours,
          our licensors or our competitors (including litigation);
     o    period-to-period fluctuations in our operating results;
     o    changes in estimates of our performance by securities analysts;


                                       20
<PAGE>

     o    market conditions for biopharmaceutical stocks in general; and
     o    other factors not within our control.
     We have never paid cash dividends on our common stock and do not anticipate
paying any cash dividends in the foreseeable future.

Because of our current  financing  arrangements,  you could  suffer  substantial
dilution of your investment and our stock price could decline significantly.

     Trinity  USA  has  outstanding   convertible   promissory   notes  with  an
institutional  investor.  Because of our current stock price and the  conversion
provisions of the promissory notes,  millions of additional shares may be issued
to this  investor,  which could further  reduce our stock price.  The promissory
notes contain a provision that would limit the amount of common shares  issuable
upon conversion to 1,000,000 shares.  However,  Trinity USA may be unable to pay
the remainder of the note in cash and would therefore be required to satisfy its
obligation  through the  issuance  of possibly  millions of shares of its common
stock.

Because of a significant concentration of ownership and control, you may have no
right or power to take part in the  management  or  control of the  business  of
Trinity USA, or the election of its officers or directors.

     Our directors,  executive officers and affiliates  beneficially own greater
than 50% of the  outstanding  common  stock of Trinity USA as of  September  30,
2002. As a result,  the directors and executive  officers could exercise control
over all matters  requiring  stockholder  approval,  including  the  election of
directors and approval of significant corporate transactions. This concentration
of ownership  may have the effect of delaying or  preventing a change in control
of Trinity USA.

     Our directors,  executive  officers and affiliates have the combined voting
power  to  elect  all of the  members  of the  Board of  Directors  and  control
substantially  all corporate  actions and decisions for an indefinite  period of
time.  Accordingly,  investors  may have no  right or power to take  part in the
management  or control of the  business of Trinity  USA, or the  election of its
officers  or  directors.  Accordingly,  no person  should  invest in Trinity USA
unless he is willing to entrust all aspects of control to Trinity  USA's current
management and to rely upon their abilities.

If we lose our key  personnel  or are  unable to attract  and retain  additional
personnel, we may be unable to successfully develop and commercialize REMUNE.

     On October 16, 2002,  Gary E. Wilson resigned as Executive Vice President -
Finance,  Chief Financial Officer, and Treasurer of the Company. There can be no
assurances that we will not lose additional members of our executive  management
team or, if so, whether we would be able to hire adequate  replacements  for any
such individuals.

     In addition,  recruiting and retaining  qualified  scientific  personnel to
assist in scaling up our distribution facilities and perform future research and
development  work will be  critical  to our  success.  It has been  particularly
difficult for us to retain  personnel in light of the  performance of our common
stock and the incurrence of  substantial  net operating  losses.  We do not have
sufficient  personnel to fully execute our business plan, and there is currently
a shortage of skilled executives and scientists, which is likely to continue. As
a result,  competition for  experienced  executives and scientists from numerous
companies and academic and other research  institutions may limit our ability to
hire or retain new executive  officers and other personnel on acceptable  terms.
If we fail to attract  and retain  sufficient  personnel,  we may not be able to
develop and commercialize REMUNE.


                                       21
<PAGE>

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

     In January 2002, Trinity USA executed a Securities  Purchase Agreement with
a  private  placement  investment  company  for  the  purchase  of  $125,000  of
Convertible Debentures due in January 2003. The debenture bore interest at 9.50%
and was payable  monthly.  The debenture was convertible at a price equal to the
lesser of $4.00 or 83% of the  average  of the three  lowest  closing  prices of
Trinity  USA's common  stock  during the 20 day period prior to the  conversion.
Trinity USA repaid the debentures' remaining principal balance of $89,000 on May
31, 2002. As part of the early  extinguishments  of this debenture,  Trinity USA
granted a one-year  common stock purchase  warrant for the purchase of 2,000,000
shares to the private placement investment company. A total of 240,841 shares of
common stock were issued in  connection  with the  principal  conversions  and a
total of  1,184,159  shares of common stock were issued in  connection  with the
exercise of warrants, which resulted from the principal conversions.

     During May and June 2002,  Trinity USA sold a total of 3,935,385  shares of
its common stock for prices  ranging  from $.05 to $.13 per share to  accredited
investors.  In connection  therewith,  Trinity USA issued  one-year  warrants to
purchase a total of 3,935,385  shares of Trinity  USA's common stock at exercise
prices  ranging from $.08 to $.39 per share.  The net proceeds  from the sale of
the common stock units were $206,000.

     On August 29, 2002,  Trinity USA amended the  convertible  promissory  note
dated June 29, 2001 to extend its maturity date to February 28, 2003. As part of
the  inducement  to extend the  maturity  date of the note,  Trinity USA granted
RoyCap  Inc.  five-year  warrants  to  purchase a total of  1,000,000  shares of
Trinity USA's common stock at an exercise  price of $.10 per share.  On the date
of  conversion of the remaining  principal  balance of the note,  $300,000 as of
August  29,  2002,  Trinity  USA shall  also  issue to RoyCap  Inc. 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 the  outstanding
note.  The warrant  shall have an exercise  price equal to $.10 per share of the
Trinity  USA's common stock and shall have a term of five years from its date of
issuance. The exercise price of the warrants to be issued upon conversion of the
remaining principal,  if any, was changed from $4.00 per share to $.10 per share
as per the terms of the amendment to the note.

     On  August  29,  2002,  Trinity  USA  also  issued  a  $50,000  convertible
promissory  note to RoyCap Inc.  The note matures on February 28, 2003 and bears
interest at 8% per annum,  with  interest  due and payable on February 28, 2003.
All other terms of the note are the same as the terms of the note dated June 29,
2001 and as amended on August 29,  2002.  Both the note dated June 29,  2001 and
the $50,000  convertible  promissory  note are  collateralized  and secured by a
total of 300,000  shares  (adjusted  for  one-for-four  reverse  stock split) of
restricted  common stock of The Immune Response  Corporation,  which is held and
owned by Trinity  USA.  If the close  price of The Immune  Response  Corporation
common stock is below $1.20 (adjusted for one-for-four  reverse stock split) for
five  consecutive  trading  days  during the term of the notes,  RoyCap  Inc. is
entitled to declare the notes immediately in default.

     The  covenants of the notes  prevent  Trinity USA from  pledging any of its
assets,  including  licenses,  to any third party or incurring any  indebtedness
senior  to the  note.  On  August  29,  2002,  however,  RoyCap  Inc.  agreed to
prospectively waive this covenant as it relates to Trinity USA possibly pledging
its remaining  200,000 shares of The Immune  Response  Corporation as collateral
with other possible third party creditors

Reliance on Exemptions from Registration

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


                                       22
<PAGE>

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. (7)

         3.1     State of Florida  Articles of  Incorporation  of August Project
                 III dated July 1997 (7)

         3.2     State of Florida Certificate of Amendment of the Certificate of
                 Incorporation of Trinity USA dated January 2000 (7)

         3.3     By-Laws of Trinity USA (7)

         4.1     Registration Rights Agreement (7)

         4.2     Promissory Note (7)

         4.3     Registration Rights Agreement (7)

         4.4     Form of Common Stock Purchase Warrant (7)

         4.5     Subscription Agreement (7)

         4.6     Convertible Promissory Note (7)

         4.7     Common Stock Unit Acknowledgement Letter (8)

         4.8     Convertible Promissory Note (2)

         4.9     Subscription Agreement (2)

         4.10    Form of Common Stock Purchase Warrants (3)

         4.11    Form of Common Stock Subscription Agreement (4)

         4.12    Form of Promissory Note Subscription Agreement (4)

         4.13    Form of Promissory Note (4)

         4.14    Conversion of Debt  Agreement  between  Trinity USA and Trinity
                 Assets Company Limited dated December 27, 2001 (5)


                                       23
<PAGE>

         4.15    Securities  Purchase Agreement between Trinity USA and La Jolla
                 Cove Investors, Inc. dated January 4, 2002 (5)

         4.16    Registration  Rights Agreement between Trinity USA and La Jolla
                 Cove Investors, Inc. dated January 4, 2002 (5)

         4.17    Convertible  Debenture  issued by Trinity  USA to La Jolla Cove
                 Investors, Inc. due January 4, 2003 (5)

         4.18    Common Stock Purchase Warrant issued by Trinity USA to La Jolla
                 Cove Investors, Inc. on January 4, 2002 (5)

         4.19    Amendment No. 1 to Convertible Promissory Note (6)

         4.20    Amendment No. 2 to Convertible Promissory Note (11)

         5.1     Legal Opinion of Jenkens & Gilchrist Parker Chapin LLP (11)

         10.1    Sublicense and Supply Agreement between Trinity USA and Trinity
                 Medical Group, Ltd. dated as of August 4, 2000 (7)

         10.2    Supplement to Sublicense and Supply  Agreement  between Trinity
                 USA and Trinity Assets Company Limited dated August 5, 2000 (7)

         10.3    Amendment  No. 1 to the  License  and  Collaboration  Agreement
                 dated September 29, 2000 (7)

         10.4    Assignment  Agreement  between Trinity Medical Group,  Ltd. and
                 Trinity USA dated August 3, 2000 (7)

         10.5    Gary E. Wilson's Employment Agreement (7)

         10.6    Dr. James S. Namnath's Employment Contract (7)

         10.7    License and  Collaboration  Agreement  between  Trinity Medical
                 Group, Ltd. and The Immune Response Corporation dated September
                 15, 1995+ (8)

         10.8    Stock Purchase  Agreement  between Trinity Medical Group,  Ltd.
                 and The Immune  Response  Corporation  dated September 15, 1995
                 (8)

         10.9    Great Offices,  Inc./American Office Centers,  L.L.C.  Sublease
                 (9)

         10.10   Dr. James S. Namnath's Employment Agreement,  dated February 2,
                 2001 (9)

         10.11   Amendment  No. 2 to the  License  and  Collaboration  Agreement
                 dated May 8, 2001(1)+ (10)

         10.12   Amendment No. 1 to Gary E. Wilson's Employment Agreement (2)

         10.13   Elizabeth S. Namnath's Employment Agreement (2)

         10.14   Investment Banker Engagement Letter (3)

         10.15   Amendment No. 1 to Stock Purchase Agreement between Trinity USA
                 and The Immune Response Corporation dated June 26, 2002 (6)


                                       24
<PAGE>

         10.16   Amendment No. 3 to License and Collaboration  Agreement between
                 Trinity USA and The Immune Response  Corporation dated June 26,
                 2002 (6)

         10.17   Supplement No. 2 to The Sublicense and Supply Agreement between
                 Trinity USA and Trinity Assets  Company  Limited dated June 26,
                 2002 (6)

         10.18   Supplement No. 3 to The Sublicense and Supply Agreement between
                 Trinity USA and Trinity Assets Company  Limited dated August 5,
                 2002 (6)

         23.1    Consent of Jenkens & Gilchrist  Parker  Chapin LLP (included in
                 Exhibit 5.1)

         23.2    Consent of Independent Certified Public Accountants (11)

         99.1    Certification  Pursuant  to  18  U.S.C.  Section  1350  Adopted
                 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (6)

                 ---------------------------------------------------------------

+    Confidential  treatment  has been  requested  and granted  with  respect to
     certain portions of this agreement.
(1)  Filed on May 11,  2001 with  Trinity  USA's Form 10-QSB for the three month
     period ended March 31, 2001.
(2)  Filed on August 14, 2001 with  Trinity  USA's Form 10-QSB for the six month
     period ended June 30, 2001.
(3)  Filed on August 17, 2001 with Trinity USA's Registration  Statement on Form
     SB-2.
(4)  Filed on November 8, 2001 with Trinity USA's Form 10-QSB for the nine month
     period ended September 30, 2001.
(5)  Filed on January 4, 2002 with Trinity USA's Registration  Statement on Form
     SB-2.
(6)  Filed herewith.
(7)  Filed on October 20, 2000 with Trinity USA's Registration Statement on Form
     SB-2.
(8)  Filed on December 22, 2000 with  Trinity  USA's  Registration  Statement on
     Form SB-2.
(9)  Filed on February 13, 2001 with  Trinity  USA's  Registration  Statement on
     Form SB-2.
(10) Filed on May 11, 2001 with  Trinity  USA's  Registration  Statement on Form
     SB-2.
(11) Filed on September  25, 2002 with Trinity USA's  Registration  Statement on
     Form SB-2/A.

B)   REPORTS ON FORM 8-K

     There were no reports  filed on Form 8-K during the nine month period ended
     September 30, 2002.


                                       25

<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: December 17, 2002                 By: /s/ James S. Namnath
                                            --------------------
                                            James S. Namnath,
                                            Chief Executive Officer,
                                            Chief Accounting Officer, Director


                                    26

<PAGE>

                                  CERTIFICATION

1.   I have reviewed the Quarterly Report on Form 10-QSB.

2.   Based on my knowledge,  this  Quarterly  Report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the  statement  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Quarterly Report.

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  Quarterly  Report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  Registrant  as of, and for,  the  periods  presented  in this
     Quarterly Report.

4.   The  Registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  Registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Quarterly Report (the "Evaluation Date")' and

     c)   presented  in  this  Quarterly   Report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent functions)

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  Registrant's  ability to
          record,  process,  summarize and report financial data have identified
          for the  Registrant's  auditors  any material  weaknesses  in internal
          controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     Quarterly Report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


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