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, 2000
         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: 0-30619

                         TRINITY MEDICAL GROUP USA, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<CAPTION>

<S>                                                                                         <C>
                     FLORIDA                                                                68-0438943
---------------------------------------------------                           ----------------------------------------
  (STATE OR OTHER JURISDICTION OF INCORPORATION)                               (I.R.S. EMPLOYER IDENTIFICATION NO.)
</TABLE>


            55 SHAVER STREET, SUITE 320, SAN RAFAEL, CALIFORNIA 94901
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES WITH ZIP CODE)

                                 (415) 256-1995
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

           3753 HOWARD HUGHES PARKWAY, 2ND FLOOR, LAS VEGAS, NV 89109
  (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED SINCE LAST
                                     REPORT)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES _X_ NO_____

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                  Class                       Outstanding at November 6, 2000
     Common Stock - $0.001 par value                 10,226,000 shares

<PAGE>

                                      INDEX

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

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

PART I - FINANCIAL INFORMATION

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

         Item 2 - Management's Discussion and Analysis of
                  Financial Condition and Results of Operations.......................................12

         Item 3 - Quantitative and Qualitative Disclosure About Market Risk...........................14

PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings...................................................................15
         Item 2 - Changes in Securities and Use of Proceeds...........................................15
         Item 3 - Defaults Upon Senior Securities ....................................................16
         Item 4 - Submission of Matters to Vote of Security Holders...................................16
         Item 5 - Other Information...................................................................17
         Item 6 - Exhibits and Reports on Form 8-K....................................................17
         Signatures...................................................................................18
</TABLE>

<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,
                                                                                    2000                  1999
                                                                             --------------------  --------------------
                                                                                 (unaudited)
Current Assets:
<S>                                                                                    <C>                   <C>
      Cash                                                                   $           113,356   $           171,485
      Subscription receivable                                                             20,000                 9,600
      Income tax refund receivable                                                        18,951                18,951
                                                                             --------------------  --------------------
           Total current assets                                                          152,307               200,036

      Computer equipment                                                                   4,972                     -
                                                                             --------------------  --------------------
           Total assets                                                      $           157,279   $           200,036
                                                                             ====================  ====================

                  LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
      Accounts payable                                                       $            84,799   $            10,343
      Payable to TMG                                                                     500,000                     -
      Accrued liabilities                                                                 27,404                     -
      Accrued commissions                                                                 92,850                73,250
      Accrued interest                                                                    67,960                11,345
      Convertible notes payable                                                          772,500               732,500
                                                                             --------------------  --------------------
           Total current liabilities                                                   1,545,513               827,438


Stockholders' deficit:
      Common stock, $.001 par value, 50,000,000 shares
           authorized, 10,226,000 shares issued and outstanding                           10,226                10,226
      Deposits on common stock units                                                     570,600                     -
      Additional paid-in capital                                                         228,574               228,574
      Deficit accumulated during the development stage                                (2,197,634)             (866,202)
                                                                             --------------------  --------------------
                     Total stockholders' deficit                                      (1,388,234)             (627,402)
                                                                             --------------------  --------------------

                     Total liabilities and stockholders' deficit             $           157,279   $           200,036
                                                                             ====================  ====================
</TABLE>


        The accompanying notes are an integral part of these statements.

                                       3
<PAGE>


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

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                              Cumulative              Three Months         Nine Months
                                                            from inception               Ended                Ended
                                                                  to                 September 30,        September 30,
                                                          September 30, 2000              2000                 2000
                                                       --------------------------  -------------------  -------------------
                                                              (unaudited)             (unaudited)          (unaudited)
<S>                                                                   <C>                  <C>                  <C>
Operating expenses:
     Research and development                           $               (994,105)  $         (500,105)   $        (700,105)
     General and administrative                                         (726,072)            (362,873)            (575,832)
                                                       --------------------------  -------------------  -------------------
                 Total operating expenses                             (1,720,177)            (862,978)          (1,275,937)
                                                       --------------------------  -------------------  -------------------

Other income (expense):
     Acquisition costs                                                  (404,200)                   -                    -
     Interest income                                                       3,148                    -                1,120
     Interest expense                                                    (67,960)             (19,312)             (56,615)
     Loss on sale of investments                                          (8,445)                   -                    -
                                                       --------------------------  -------------------  -------------------
                                                                        (477,457)             (19,312)             (55,495)
                                                       --------------------------  -------------------  -------------------
                 Net Loss                               $             (2,197,634)  $         (882,290)   $      (1,331,432)
                                                       ==========================  ===================  ===================

     Basic and diluted loss per common
        share                                                                       $           (0.09)   $           (0.13)
                                                                                   ===================  ===================
     Basic and diluted weighted average
        common shares outstanding                                                          10,226,000           10,226,000
                                                                                   ===================  ===================
</TABLE>


        The accompanying 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
<TABLE>
<CAPTION>
                                                              Cumulative
                                                            from inception         Nine months
                                                                  to                  Ended
                                                          September 30, 2000    September 30, 2000
                                                         ---------------------  ------------------
                                                             (unaudited)           (unaudited)
<S>                                                              <C>                 <C>
 Cash flows from operating activities:
     Net loss                                            $         (2,197,634)  $      (1,331,432)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
        Stock issued for services                                     229,200                   -
        Loss on sale of investments                                     8,445                   -
        Changes in assets and liabilities:
           Income tax refund receivable                               (18,952)                  -
           Accounts payable                                            84,799              74,456
           Payable to TMG                                             500,000             500,000
           Accrued liabilities, commissions and interest              188,214             103,619
                                                         ---------------------  ------------------
              Net cash used in operating activities                (1,205,928)           (653,357)
                                                         ---------------------  ------------------

 Cash flows from  investing activities:
     Purchases of fixed assets                                         (4,972)             (4,972)
     Purchases of investments                                         (69,330)                  -
     Proceeds from sale of investments                                 60,886                   -
                                                         ---------------------  ------------------
              Net cash used in investing activities                   (13,416)             (4,972)
                                                         ---------------------  ------------------
 Cash flows from financing activities:
     Proceeds from issuance of convertible notes payable              772,500              40,000
     Net proceeds from sale of common stock not
       issued at period end                                           550,600             550,600
     Collection of subscription receivable                              9,600               9,600
                                                         ---------------------  ------------------

              Net cash provided by financing activities             1,332,700             600,200
                                                         ---------------------  ------------------

              Net increase (decrease) in cash                         113,356             (58,129)

 Cash - beginning of period                                                 -             171,485
                                                         ---------------------  ------------------

 Cash - end of period                                    $            113,356   $         113,356
                                                         =====================  ==================

 Non-cash investing and financing activities:
     Issuance of common stock to founding shareholders
       in exchange for subscription receivable           $              9,600   $               -
                                                         =====================  ==================

     Subscription of common stock units                  $             20,000   $          20,000
                                                         =====================  ==================
</TABLE>

        The accompanying notes are an integral part of these statements.

                                        5


<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

NOTE A - BASIS OF PRESENTATION

The  accompanying   unaudited  financial   statements  contain  all  adjustments
(consisting  only of  normal  recurring  adjustments)  which in the  opinion  of
management are necessary to present fairly the financial position of the Company
at September 30, 2000,  and the results of its operations and its cash flows for
the three and nine  month  periods  ended  September  30,  2000.  The  financial
statements  do not include  comparative  third quarter  information  because the
Company had no activity  during the nine month period ended  September 30, 1999.
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-SB as of December 31,
1999 and for the period from  inception  (September  28,  1998) to December  31,
1999, filed with the Securities and Exchange Commission on May 12, 2000.

NOTE B - PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost.  Depreciation is provided using the
straight-line  method over the  estimated  useful  lives of the related  assets,
which  ranges  from  three  to five  years.  The cost  and  related  accumulated
depreciation  of equipment  sold or  otherwise  disposed of are removed from the
accounts  and the  resulting  gains or losses are  included in the  statement of
operations.

NOTE C - 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, 2000
has accumulated losses amounting to $2,197,634.  For the nine month period ended
September 30, 2000,  and for the period from inception to September 30, 2000 the
Company used $653,357 and $1,205,928, respectively, of cash in its operations.

The Company or its affiliate,  Trinity Assets Company  Limited (see Note I), has
not yet  submitted  an  application  for an approval  from the Thai  Ministry of
Health or Food and Drug  Administration  to market,  distribute and  manufacture
REMUNE.  Approval of REMUNE by the Thai Food and Drug Administration or Ministry
of Public Health is necessary for the marketing, distribution and manufacture of
REMUNE. If the Thai Food and Drug Administration does not approve

                                       6
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

REMUNE, it cannot be marketed,  sold or manufactured in Thailand and the Company
will be unable to generate any revenue in Thailand.

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

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

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

NOTE D - RECLASSIFICATIONS

Certain  reclassifications  have been made to the 1999  financial  statements to
conform with the current period presentation.

NOTE E - 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 224,350  shares of
common  stock  as  of  September  30,  2000  because  the  representative  share
increments  would be  antidilutive.  Also excluded from the computation of basic
and diluted loss per common share were 906,560  shares of common stock  issuable
as of  September  30, 2000 upon the  conversion  of  convertible  notes  payable
because  the  representative   share  increments  would  be  antidilutive.   The
aforementioned  amount issuable  includes  accrued interest and commissions that
are payable in common stock upon conversion.

                                       7
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS

NOTE F - NEW ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial  Accounting  Standards  Board (SFAS) issued SFAS No.
133,  "Accounting for Derivative  Instruments and Hedging  Activities." SFAS No.
133 is effective for fiscal years  beginning  after June 15, 2000.  SFAS No. 133
requires  that all  derivative  instruments  be recorded on the balance sheet at
their fair value.  Changes in the fair value of  derivatives  are recorded  each
period in current earnings or other comprehensive income, depending on whether a
derivative is designated as part of a hedge  transaction and, if it is, the type
of hedge transaction.  The Company does not expect that the adoption of SFAS No.
133 will have a material impact on its financial statements.

In March 2000,  the  Securities  and  Exchange  Commission  (SEC)  issued  Staff
Accounting  Bulletin  (SAB) No. 101B.  SAB 101B delays the effective date of SAB
101,  "Revenue  Recognition in Financial  Statements," to the fourth quarter for
fiscal years  beginning  after December 15, 1999.  SAB 101 provides  guidance on
revenue  recognition  and the SEC staff's views on the application of accounting
principles  to  selected  revenue  recognition  issues.  The  Company  does  not
anticipate  that the  application  of this  pronouncement  will have a  material
impact on its financial statements.

In March 2000, the Financial  Accounting  Standards Board issued  Interpretation
No.  44  (FIN  44),  "Accounting  for  Certain   Transactions   involving  Stock
Compensation."  FIN 44 clarifies the application of Accounting  Principles Board
Opinion No. 25 (APB 25) and is  effective  July 1, 2000.  FIN 44  clarifies  the
definition  of  "employee"  for  purposes of applying  APB 25, the  criteria for
determining  whether a plan qualifies as a noncompensatory  plan, the accounting
consequence of various  modifications  to the terms of a previously  fixed stock
option or award, and the accounting for an exchange of stock compensation awards
in a business combination. The adoption of FIN 44 did not have a material impact
on the Company's financial statements.

NOTE G- CONVERTIBLE NOTES PAYABLE

During the nine months ended September 30, 2000, the Company sold 8 units of its
convertible notes payable at a price of $5,000 per unit to accredited  investors
in a private placement  offering.  Each unit consists of a $5,000,  10% note due
August 30, 2001.  Each unit is  convertible  into 5,000 shares of the  Company's
common stock at the election of the  Company.  Interest  accrued on each unit is
convertible to common stock at a rate of $1 per share at the date of conversion.
As of September 30, 2000, no units had been converted to common stock.

NOTE H- COMMON STOCK UNITS

On June 21, 2000,  the Company  began to raise  additional  capital  under a new
private placement offering. A maximum of 175 preferred stock units at $4,000 per
unit were initially offered in

                                       8
<PAGE>



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

                          NOTES TO FINANCIAL STATEMENTS

the private placement. Because the Company was not authorized to issue preferred
stock,  the units were  subsequently  changed to common stock  units.  Each unit
consists of one thousand shares of the Company's  Common Stock, par value $.001,
and a non-callable  common stock purchase warrant (the  "Warrant").  Each of the
Warrants entitles the registered holder to purchase up to one thousand shares of
the  Common  Stock at a price of $4.00 per share for a period of 24 months  from
the date of the Private Placement  Prospectus,  July 24, 2000. The Common Shares
and the Warrant included in the units will not be separately  transferable until
90 days after the date of the Prospectus or such earlier date as the Company may
determine.  The  Company  received  a total of  $634,000  through  this  private
placement  offering,  for an aggregate of 158.5 units sold.  Net proceeds to the
Company were $570,600,  after  commissions paid or accrued.  Because the Company
has not issued the common  stock  subscribed  as of September  30, 2000,  it has
presented  the net proceeds of $570,600 as Deposits on Common Stock Units in the
accompanying  balance sheet.  Also included in Deposits on Common Stock Units is
$20,000 of common stock units subscribed.  The related  Subscription  Receivable
was satisfied on November 1, 2000.

NOTE I- RELATED PARTY TRANSACTIONS

The Company and Trinity  Medical  Group,  Ltd.  (TMG) entered into an Assignment
Agreement  on August 3, 2000,  whereby  all of  Trinity  Medical  Group,  Ltd.'s
rights,  title,  and  interests in the License and  Collaboration  agreement and
Stock Purchase  Agreement were assigned to the Company.  There was no accounting
recognition  by the  Company  as a result of the  transfer  of the  License  and
Collaboration Agreement and the related Stock Purchase Agreement.

The License and Collaboration  Agreement between Trinity Medical Group, Ltd. and
The Immune  Response  Corporation,  entered into in 1995,  provided for possible
termination of the License and Collaboration Agreement if the marketing approval
for REMUNE in Thailand was not granted  before  December 31, 2000.  On September
29, 2000, The Immune  Response  Corporation  and the Company amended the License
and  Collaboration  Agreement to set the earliest  possible  termination date to
August 2001.

On August  4,  2000,  The  Company  assigned  through a  Sublicense  and  Supply
Agreement the sales, distribution,  manufacturing and marketing rights to REMUNE
in Thailand to Trinity Assets Company  Limited,  an affiliate of the Company and
Trinity Medical Group, Ltd. The manufacturing  rights assigned to Trinity Assets
Company  Limited are  non-exclusive.  Trinity Assets Company  Limited is related
through  common  ownership.  Two  of  the  Company's  directors,  Inthanom  John
Churdboonchart  and Orranart Victoria  Churdboonchart,  are beneficial owners of
the  Company's  common  stock and are  shareholders  of Trinity  Assets  Company
Limited.  The  Sublicense  and Supply  Agreement  provides that the Company will
realize a minimum gross profit from the sale of REMUNE to Trinity Assets Company
Limited in Thailand  and that  profits,  as defined,  from the sale of REMUNE in
licensed  territories  other than  Thailand  will be shared  equally.  It is the
intent of the

                                       9
<PAGE>
                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)

                          NOTES TO FINANCIAL STATEMENTS

parties that if and when Trinity  Assets  Company  Limited begins to manufacture
REMUNE,  the Company will continue to realize  revenues either from the purchase
and resale of REMUNE to Trinity  Assets  Company  Limited or as  royalties  from
Trinity Assets Company Limited on its sales of REMUNE to others.  Specific terms
of the resale gross profit or royalties have not been  negotiated by the parties
at this time.  The Company has also agreed to provide  support to Trinity Assets
Company Limited (in the form and substance satisfactory to both parties) for the
warehousing, transportation, and production of any related capital assets, plant
and equipment, etc. which are necessary for the marketing, promoting and selling
of REMUNE in Thailand.  This  support may be in the form of  providing  interest
bearing  loans to Trinity  Assets  Company  Limited or capital,  in exchange for
equity  ownership of Trinity  Assets Company  Limited;  no specific terms of the
support have been negotiated by the parties at this time. Under the terms of the
Sublicense  and Supply  Agreement,  the Company will pay Trinity  Assets Company
Limited for  specified  research  personnel,  travel,  laboratory,  facility and
publication   costs  associated  with  clinical  trials  of  REMUNE  until  full
regulatory approval in Thailand is granted.

During the three  months  ended  September  30,  2000,  the Company paid Trinity
Medical Group,  Ltd.  approximately  $200,000 for costs incurred  related to the
research and  development  of the drug REMUNE.  As of  September  30, 2000,  the
Company has also  recorded a liability  for amounts  payable to Trinity  Medical
Group,  Ltd. in the amount of  $500,000.  The amounts paid or payable to Trinity
Medical Group,  Ltd. were incurred by the Company under the terms and conditions
of the Collaboration and Supply Agreement, dated December 1, 1999.

NOTE J - COMMITMENTS

On September 5, 2000, the Company entered into a two year  employment  agreement
with its Chief  Financial  Officer,  whereby the Officer  will be paid a minimum
annual salary of $160,000 and receive a minimum annual bonus equal to 10% of the
annual salary amount.  The Officer was also granted 50,000  non-statutory  stock
options with a term of 10 years and an exercise price of $4.00. The market price
of the  Company's  common stock was equal to the  exercise  price at the date of
grant. The Officer will receive a minimum of 50,000  additional stock options on
each anniversary date of the employment agreement.  If the Officer is terminated
without cause as defined,  the minimum salary,  bonus and certain other benefits
must continue to be paid through the remaining term of the employment agreement.

NOTE K - SUBSEQUENT EVENTS

On October 19, 2000,  in  connection  with a Section 4(2) exempt  offering,  the
Company  issued  a  $500,000  convertible  promissory  note  to  an  "accredited
investor" as defined in Regulation D  promulgated  under the  Securities  Act of
1933, as amended.  The note matures on October 19, 2001 and bears interest at 8%
per annum, with interest payments due and payable semi-annually. The

                                       10
<PAGE>
                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)

                          NOTES TO FINANCIAL STATEMENTS

note is convertible at the conversion  price equal to the lesser of (i) $4.00 or
(ii) 80% of the average closing bid price of the common stock, par value $0.001,
for the ten (10)  consecutive  trading days preceding the  conversion  date. The
note is convertible at the option of the holder for the entire term of the note.
The  note  is  convertible  at the  option  of the  Company  provided  that  the
registration statement filed on Form SB-2 on October 20, 2000 has been effective
for  ninety  (90)  consecutive  days and the  Company's  common  stock has had a
closing  bid price equal to or greater  than $4.00 for the five (5)  consecutive
trading days  preceding the delivery of the  conversion  notice.  On the date of
conversion,  the  Company  shall also issue to the holder a warrant to  purchase
such  number of shares of the  company's  common  stock equal to  aggregate  the
number of shares of common  stock  issued  upon  conversion  of this  note.  The
warrant  shall have an exercise  price equal to $4.00 per share and shall have a
term of five years from its date of issuance.  Interest  accruing on the note is
payable,  at the  option  of the  Company,  in cash or in  accordance  with  the
aforementioned  conversion terms of the note. The terms of the note also prevent
the Company from pledging any of its assets,  including  licenses,  to any third
party or incurring any indebtedness senior to the note.

On November 10, 2000, the Company and Trinity Medical Group, Ltd. terminated the
Collaboration and Supply Agreement, dated December 1, 1999.

                                       11
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

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.

Overview
--------

Trinity  Medical  Group USA, Inc. was  incorporated  in the State of Delaware on
September  28,  1998 and  reincorporated  in Nevada in November of 1999 with its
principal place of business in California.  In December 1999, as the result of a
reorganization,  we became a Florida corporation. The Company is an affiliate of
Trinity       Medical      Group,       Ltd.,      a      Thailand       Company
(http://www.trinitygroups/trinity  medical/dsmb.htm). The Churdboonchart Trinity
Trust owns approximately 70% of the Company's common stock. The beneficiaries of
The Churdboonchart Trinity Trust are also the majority owners of Trinity Medical
Group,  Ltd.  The Company is a late  development  stage  Company  with rights to
market an HIV-Immunogen also known as REMUNE(TM), a patented therapeutic vaccine
treatment,  designed to induce specific T cell responses in people infected with
the  Human  Immunodeficiency  Virus  (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 patented vaccine technology.  REMUNE is a trademark of
The Immune Response Corporation.

Trinity  Medical Group,  Ltd. was formed in 1995 after the principals of Trinity
Medical Group,  Ltd.  entered into a license and  collaboration  agreement dated
September  15,  1995 with The  Immune  Response  Corporation  (NASDAQ:  IMNR) to
develop and market REMUNE in ten Southeast Asian countries  including  Malaysia,
The Philippines,  Singapore,  Sri Lanka,  Myanmar,  Laos, Cambodia,  Vietnam and
Indonesia,  with Thailand as the lead nation.  Trinity Medical Group,  Ltd. also
entered into a stock  purchase  agreement on September  15, 1995 with The Immune
Response  Corporation and purchased 333,334 shares of common stock of The Immune
Response  Corporation  at $15 per  share on April  30,  1996.  Under  the  stock
purchase  agreement,  Trinity Medical Group, Ltd. was also obligated to purchase
an additional 333,333 shares of common stock of The Immune Response  Corporation
at $15 per  share  upon  receiving  the  required  marketing  approval  from the
governing  health  authority of Thailand for the drug  therapy  REMUNE.  Trinity
Medical  Group,  Ltd. was further  obligated to purchase an  additional  333,333
shares of common stock of The Immune Response  Corporation at $15 per share upon
receiving  the  required  factory  establishment  license or  approval  from the
governing  health  authority of Thailand to manufacture the drug therapy REMUNE.
These stock purchase  obligations  of Trinity  Medical  Group,  Ltd.  became the
obligations of the Company as a result of the collaboration and supply agreement
and the assignment agreement between the Company and Trinity Medical Group, Ltd.

                                       12
<PAGE>

Plan of Operation
-----------------

We have minimal operations,  nominal assets and no revenues from operations.  We
have less than one year business  history.  Our estimates  indicate that we will
not generate  internal  cash flows until at least the first  quarter of 2001. As
such, we may be required to raise additional funds prior to the end of the first
quarter  of  2001.  As we do not have  any  external  sources  of  funding,  our
inability  to  successfully   implement  our  business  strategy  and  to  raise
additional  financing by the end of the first quarter of 2001 may compromise our
ability to achieve our projected revenues.

Our goal is to  develop  our  initial  product,  REMUNE,  so that it may be sold
throughout our licensed territory. We intend to support the regulatory approvals
and then distribute the product first in Thailand.  We later intend to engage in
sub-license  and  supply  agreements  with  parties  in our  licensed  territory
countries who will carry out local  regulatory  requirements,  distribution  and
product  support for REMUNE.  In Thailand,  we have  sub-licensed  our rights to
REMUNE to Trinity  Assets  Company  Limited,  an  affiliate  of the  Company and
Trinity Medical Group, Ltd.

We, through our sub-licensee,  Trinity Assets Company Limited,  intend to secure
regulatory  approval for the sale of REMUNE in Thailand during the calendar year
2001.  Our  affiliated  researchers  have concluded a Phase II clinical study in
Thailand of 297 individuals  infected with HIV and continue to analyze the study
group.  The  results  of this  study were  presented  at five  major  scientific
conferences in 2000: at the UN/WHO AIDS conference in Geneva,  Switzerland,  the
UCLA  AIDS  Conference  held in Palm  Springs,  California,  the 5  Asia-Pacific
Congress  of  Medical  Virology  in Bali,  Indonesia,  the  First  International
Conference of Vaccine Development and Immunotherapy in HIV, Florida, USA and the
XIII  International  AIDS Conference in Durban,  South Africa. We believe we now
have the necessary  technical  support for full regulatory  approval and through
our Thai  affiliate,  Trinity  Assets  Company  Limited,  will be  submitting an
application for commercialization of REMUNE to the Thai regulatory officials.

On December  24,  1999,  Mahidol  University  in Thailand  applied for  expanded
testing of REMUNE with the Ministry of Public  Health in Thailand.  The extended
project will be coordinated by Mahidol University with Dr. Vina  Churdboonchart,
principal investigator,  in Bangkok, Thailand and will confirm the effectiveness
of REMUNE and study the long term effects of REMUNE on up to 10,000 HIV infected
individuals.  This extended  study of REMUNE is not connected to the request for
full   commercial   approval  to  be   presented  to  the  Thai  Food  and  Drug
Administration.

Upon sufficient capitalization,  we intend to directly purchase, or lend capital
to Trinity Assets  Company  Limited so they may purchase,  plant,  equipment and
secure land leases in 2001 for a handling and storage facility in Thailand.  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 of 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. We intend to increase our employment
base in the first quarter of 2001. We intend to add clinical study  supervisors,
engineering  consultants  and additional  directors  during the first quarter of
2001.  From our  present  level of 3  employees,  we  estimate  having  about 10
employees by the end of the first quarter of 2001.

                                       13
<PAGE>

Liquidity and Capital Resources
-------------------------------

The Company's  cash at September 30, 2000 was $113,400.  We raised an additional
$450,000,  net of $50,000 in  commissions,  in October  2000  through  our third
private placement (a $500,000 convertible  promissory note). Pursuant to a total
of three private placements, we have raised approximately $1,900,000 through the
sale or subscription of convertible  promissory notes and common stock units. We
intend to convert the convertible  debt  outstanding as of September 30, 2000 to
common stock during the fourth quarter of 2000.

The Company 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,  we 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 the first  quarter of 2001.
For the nine  months  ended  September  30,  2000,  we have  used  approximately
$653,000 of cash in our operations. For the period from inception (September 28,
1998) to September 30, 2000 we have used approximately $1,206,000 of cash in our
operations.  This cash was provided by financing  activities  which included the
sale or  subscription of convertible  notes payable and common stock units.  The
cash used in  operations  related  primarily  to officer  salaries  and director
expenses and to pay our affiliates for expenses incurred related to the research
and development of our product,  REMUNE.  We also expect to incur  approximately
$500,000 in expense  related to the  research  and  development  of our product,
REMUNE,  during  the fourth  quarter  of 2000.  Our  current  monthly  operating
overhead is approximately $65,000 which amount will increase if and as we expand
our operations.  Currently,  we rely upon our current stockholders to lend money
and fund our monthly operating overhead, as we have limited working capital.

We do not have any other commitments to secure  additional  capital and there is
no  assurance  that any  additional  funds needed will be available on favorable
terms, if at all. We require substantial working capital to fund our business.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company has no derivative  financial  instruments and no exposure to foreign
currency exchange rates or interest rate risk.

                                       14
<PAGE>

PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

                  None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

Pursuant to an Agreement  for the Exchange of Common Stock,  dated  December 31,
1999,  between the  shareholders  of the Company and August Project III Corp., a
Florida corporation  ("August Project"),  August Project issued to the Company's
shareholders  5,226,000  shares  of  Common  Stock in  exchange  for 100% of the
outstanding shares of the Company. In addition,  certain  shareholders of August
Project sold 4,867,000 shares to the shareholders of the Company in exchange for
$175,000.  Following the merger,  the  shareholders of the  predecessor  Company
owned a total of 10,093,000 out of a total of 10,226,000  outstanding  shares of
August Project.  August Project was the surviving  corporation after the merger.
Prior to the  merger,  August  Project  had been  approved  for  listing  on the
National Quotation Service Pink Sheets with the following trading symbol:  AUUK.
On January 5, 2000,  August  Project  changed its name to Trinity  Medical Group
USA, Inc.

On May 12, 2000 the Company submitted a Form 10-SB to the SEC in order to become
a publicly reporting company.  On May 19, 2000 the SEC notified the Company that
the filing was acknowledged and would not need to be reviewed; thus allowing the
Company to proceed with its plans.  The principal  United States market in which
our  common  stock  is and has been  traded  is the Pink  Sheet  Service  of the
National  Association of Securities  Dealers.  Our common stock began trading in
July 2000 under the symbol TMGU.  Firms making a market in Trinity  common stock
include  Knight  Trading and Salomon Grey. We intend to apply for listing of our
shares of common stock on the Over the Counter Bulletin Board when the Form SB-2
registration statement we filed on October 20, 2000 becomes effective.  Further,
we intend to apply for listing on the NASDAQ  Small Cap or National  Market when
we meet the necessary listing requirements.

The Company has paid no dividends on its common stock and cannot  assure that it
will achieve  sufficient  earnings to pay cash  dividends on its common stock in
the near future.  Further,  the Company  intends to retain  earnings to fund its
operations. Therefore, the Company does not anticipate paying any cash dividends
on its common stock in the near future.

In  connection  with the December  Private  Placement  the Company  issued 154.5
notes. The notes were sold to "accredited investors", as that term is defined in
Regulation D promulgated  under the  Securities  Act of 1933,  as amended,  (the
"Securities  Act").  The notes  were sold in Units.  Each Unit cost  $5,000  and
consisted  of a $5,000,  10% per annum note of the  Company  due August 31, 2001
convertible into 5,000 shares of the Company's  common stock,  $0.001 par value,
per share (the  "Notes").  The  aggregate  offering  price was  $772,500 and the
Company  received net proceeds in the amount of $767,500.  The Company  believes
that the exemption afforded by Section 4(2) of the Securities Act and Regulation
D promulgated thereunder,  is applicable to the above issuances as a transaction
by an issuer not  involving a public  offering.  The proceeds  from this private
placement  were used to satisfy the  Company's  initial  developmental  business
expenses.

                                       15
<PAGE>

In connection with a June 2000 private  placement the Company  initially  issued
158.5  Preferred  Stock  units at $4,000 per unit.  Because  the Company was not
authorized to issue  preferred  stock,  the units were  subsequently  changed to
Common Stock Units. The units were sold to "accredited investors",  as that term
is defined in  Regulation D  promulgated  under the  Securities  Act of 1933, as
amended,  (the "Securities  Act").  Each unit consists of one thousand shares of
the Company's  Common Stock,  par value $.001,  and a non-callable  common stock
purchase warrant (the "Warrant").  Each of the Warrants entitles the registered
holder to purchase up to one  thousand  shares of the Common Stock at a price of
$4.00 per share for a period of 24 months from the date of the private placement
prospectus,  July 24, 2000.  The Common  Shares and the Warrant  included in the
units will not be  separately  transferable  until 90 days after the date of the
prospectus  or such  earlier  date as the  Company  may  determine.  The Company
received net proceeds of  approximately  $571,000  under this private  placement
offering.  The  proceeds  from this private  placement  will be used to meet the
Company's  continuing  operating  expense  requirements,  including  the cost of
filing the aforementioned Registration Statement.

On October 19, 2000,  in  connection  with a Section 4(2) exempt  offering,  the
Company  issued  a  $500,000  convertible  promissory  note  to  an  "accredited
investor" as defined in Regulation D  promulgated  under the  Securities  Act of
1933, as amended.  The note matures on October 19, 2001 and bears interest at 8%
per annum,  with interest  payments due and payable  semi-annually.  The note is
convertible at the conversion price equal to the lesser of (i) $4.00 or (ii) 80%
of the average closing bid price of the common stock, par value $0.001,  for the
ten (10)  consecutive  trading days preceding the  conversion  date. The note is
convertible  at the option of the holder  for the entire  term of the note.  The
note is convertible at the option of the Company  provided that the registration
statement  filed on Form SB-2 on October 20, 2000 has been  effective for ninety
(90) consecutive days and the Company's common stock has had a closing bid price
equal  to or  greater  than  $4.00  for the five (5)  consecutive  trading  days
preceding the delivery of the conversion notice. On the date of conversion,  the
Company  shall also issue to the holder a warrant  to  purchase  such  number of
shares of the Company's  common stock equal to aggregate the number of shares of
common  stock issued upon  conversion  of this note.  The warrant  shall have an
exercise price equal to $4.00 per share and shall have a term of five years from
its date of issuance. Interest accruing on the note is payable, at the option of
the Company,  in cash or in accordance with the aforementioned  conversion terms
of the note. The terms of the note also prevent the Company from pledging any of
its assets, including licenses, to any third party or incurring any indebtedness
senior to the note. The Company received net proceeds of approximately  $450,000
under this private placement offering.  The proceeds from this private placement
will be used to meet the Company's  continuing  operating expense  requirements,
including the cost of filing the aforementioned Registration Statement.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

                  Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO VOTE OF SECURITY HOLDERS

                  None

                                       16
<PAGE>


ITEM 5.  OTHER INFORMATION

                  None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)       EXHIBITS:

            2.1         Agreement  for the Exchange of Common Stock by and among
                        August Project III Corp. (1)
            3.1         State of Florida  Articles  of  Incorporation  of August
                        Project III dated July 1997 (1)
            3.2         State  of  Florida   Certificate  of  Amendment  of  the
                        Certificate  of   Incorporation  of  the  company  dated
                        January 2000 (1)
            3.3         By-Laws of the company (1)
            4.1         Registration Rights Agreement (1)
            4.2         Promissory Note (1)
            4.3         Registration Rights Agreement (1)
            4.4         Form of Common Stock Purchase Warrant (1)
            4.5         Subscription Agreement (1)
            4.6         Convertible Promissory Note (1)
            4.7         Common Stock Unit Acknowledgement Letter
            10.1        Sublicense and Supply Agreement  between the company and
                        Trinity Assets Company Limited dated August 4, 2000 (1)
            10.2        Supplement to Sublicense  and Supply  Agreement  between
                        the company and Trinity  Assets  Company  Limited  dated
                        August 5, 2000 (1)
            10.3        Amendment  No.  1  to  the  License  and   Collaboration
                        Agreement dated September 29, 2000 (1)
            10.4        Assignment Agreement between Trinity Medical Group, Ltd.
                        and the company dated August 3, 2000 (1)
            10.5        Gary E. Wilson's Employment Agreement (1)
            10.6        Dr. James S. Namnath's Employment Contract (1)
            27.1        Financial Data Schedule

(1)  Filed with the Company's Registration Statement on Form SB-2 filed on
October 20, 2000.

B)       REPORTS ON FORM 8-K

         There  were no reports  filed on Form 8-K  during the third  quarter of
2000.

                                       17
<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:    November 14, 2000           By: /s/ Gary E. Wilson
                                        ------------------
                                        Gary E. Wilson,
                                        Executive Vice President - Finance,
                                        Chief Financial Officer

                                       18