SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB/A

         (MARK ONE)

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

                                JUNE 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>

           3753 HOWARD HUGHES PARKWAY, 2ND FLOOR, LAS VEGAS, NV 89109
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES WITH ZIP CODE)

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

                                       N/A
(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 August 31, 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 - Interim 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 of
                   Financial Condition and Results of Operations.......................................8

PART II - OTHER INFORMATION

         Item 2 - Changes in Securities and Use of Proceeds...........................................10
         Item 6 - Exhibits and Reports on Form 8-K....................................................11
</TABLE>
                                       2
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  INTERIM FINANCIAL STATEMENTS

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

                                                  BALANCE SHEETS
<TABLE>
<CAPTION>
                                 ASSETS

                                                                                  June 30,              December 31,
                                                                                    2000                    1999
                                                                               ------------            ------------
                                                                               (unaudited)
Current Assets:
<S>                                                                          <C>                     <C>
   Cash                                                                      $           33,303      $          171,485
   Subscription receivable from founding shareholders                                         -                   9,600
   Income tax refund receivable                                                          18,951                  18,951
                                                                          ----------------------  ----------------------
         Total current assets                                                            52,254                 200,036

Computer Equipment                                                                        2,100                       -
                                                                          ----------------------  ----------------------
         Total assets                                                        $           54,354      $          200,036
                                                                          ======================  ======================


                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities:
   Accounts payable                                                          $            2,000      $           10,343
   Payable to TMG                                                                       200,000                       -
   Accrued commissions                                                                   76,700                  73,250
   Accrued interest payable                                                              48,648                  11,345
                                                                          ----------------------  ----------------------
         Total current liabilities                                                      327,348                  94,938

Convertible Notes Payable                                                               772,500                 732,500

Stockholders' deficit:
     Common stock, $0.001 par value, 50,000,000 shares authorized,
       10,226,000 shares issued and outstanding                                          10,226                  10,226
     Deposits on common stock units                                                      31,050                       -
     Additional paid-in capital                                                         228,574                 228,574
     Deficit accumulated during the development stage                                (1,315,344)               (866,202)
                                                                          ----------------------  ----------------------
         Total stockholders' deficit                                                 (1,045,494)               (627,402)
                                                                          ----------------------  ----------------------
         Total liabilities and stockholders' deficit                         $           54,354      $          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             Six Months
                                                        from inception             Ended                   Ended
                                                              to                 June 30,                June 30,
                                                        June 30, 2000              2000                    2000
                                                         -----------            -----------             -----------
                                                         (unaudited)            (unaudited)             (unaudited)
Operating expenses
<S>                                                    <C>                   <C>                    <C>
   Research and development                            $       (494,000)     $        (200,000)     $          (200,000)
   General and administrative
         Acquisition costs                                     (404,200)                     -                        -
         Administrative costs                                  (284,950)               (85,035)                (212,959)
         Marketing costs                                        (78,250)                     -                        -
                                                       ----------------      -----------------      -------------------
Total operating expenses                                     (1,261,400)              (285,035)                (412,959)

Other income (expense):
   Interest income                                                3,148                     78                    1,120
   Interest expense                                             (48,647)               (18,645)                 (37,303)
   Loss on sale of investments                                   (8,445)                    -                      -
                                                       ----------------      -----------------      -------------------
                                                                (53,944)               (18,567)                 (36,183)
                                                       ----------------      -----------------      -------------------
              Net Loss                                 $     (1,315,344)     $        (303,602)     $          (449,142)
                                                       ================      =================      ===================

Basic and diluted loss per common
    share                                                                    $           (0.03)     $             (0.04)
                                                                             =================      ===================
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
                                                                                     to               Six Months Ended
                                                                               June 30, 2000           June 30, 2000
                                                                               -------------           -------------
                                                                                (unaudited)             (unaudited)
Cash flows from operating activities:
<S>                                                                          <C>                     <C>
     Net loss                                                                $       (1,315,344)     $         (449,142)
     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                                                               2,000                  (8,343)
           Payable to TMG                                                               200,000                 200,000
           Accrued liabilities                                                          125,349                  40,753
                                                                             ------------------      ------------------
                Net cash used in operating activities                                  (769,302)               (216,732)
                                                                             ------------------      ------------------
Cash flows from investing activities:
     Purchase of fixed assets                                                            (2,100)                 (2,100)
     Purchase of investments                                                            (69,330)                      -
     Proceeds from sale of investments                                                   60,885                       -
                                                                             ------------------      ------------------
                Net cash used in investing activities                                   (10,545)                 (2,100)
                                                                             ------------------      ------------------
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                     31,050                  31,050
     Collection of subscription receivable                                                9,600                   9,600
                                                                             ------------------      ------------------
                Net cash provided by financing activities                               813,150                  80,650
                                                                             ------------------      ------------------
                Net increase (decrease) in cash                                          33,303                (138,182)

Cash - beginning of period                                                                    -                 171,485
                                                                             ------------------      ------------------
Cash - end of period                                                         $           33,303      $           33,303
                                                                             ==================      ==================
Non-cash investing and financing activities:
   Issuance of common stock to founding shareholders in exchange
     for subscription receivable                                             $            9,600      $                -
                                                                             ==================      ==================
</TABLE>

        The accompanying 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 June 30, 2000,  and the results of its  operations and its cash flows for the
three and six month periods ended June 30, 2000. The financial statements do not
include  comparative  second  quarter  information  because  the  Company had no
activity  during the six month period ended June 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 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 gain 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 June 30, 2000 has
accumulated losses amounting to $1,315,344.  For the six month period ended June
30,  2000,  and for the period from  inception to June 30, 2000 the Company used
$216,732  and  $769,302,  respectively,  of cash  in its  operations.  The  drug
therapy, Remune, must undergo several phases of trial testing before approval by
the Thailand government can be obtained and significant commercialization of the
drug can occur.  This  additional  testing will require  significant  additional
financing.  These  factors,  among  others,  raise  substantial  doubt about the
Company's  ability to continue as a going concern.  The financial  statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts or the amounts and  classification  of  liabilities  that
might be necessary  should the Company be unable to continue as a going  concern
for a reasonable period of time.

                                       6
<PAGE>

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

                     CONDENSED NOTES TO FINANCIAL STATEMENTS

The  Company  intends to  acquire,  in the near  term,  the rights to Remune and
assume the related obligations specified under the Stock Purchase Agreement from
TMG.  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. The Company intends
to finance  the  aforementioned  activities  through a secondary  offering.  The
Company's initial efforts have focused on the research and development of Remune
(through TMG) 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  manufacturing  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- CONVERTIBLE NOTES PAYABLE

During  the six months  ended June 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 June 30, 2000, no units had been converted to common stock.

NOTE E- COMMON STOCK UNITS

On June 21, 2000, the Company began to raise additional capital under a private
placement  offering.  A maximum of 175 preferred  stock units at $4,000 per unit
were  initially  offered in 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 net proceeds of
$31,050 under this private placement offering during the three months ended June
30, 2000, after  commissions  paid or accrued.  Subsequent to June 30, 2000, the
Company received an additional $600,000 through this private placement offering.
Because the Company has not issued the common  stock  subscribed  as of June 30,
2000,  it has  presented  the net  proceeds  of $31,050 as Deposits on Common
Stock Units in the accompanying balance sheet.

NOTE F - RELATED PARTY TRANSACTIONS

During the three months ended June 30, 2000, the Company recognized  $200,000 of
expense related to the research and development of the drug Remune. The $200,000
is owed to Trinity  Medical  Group,  Ltd., an affiliate of the Company,  and has
been presented on the  accompanying  balance sheet as Payable to TMG at June 30,
2000. These research and development  expenses were incurred under the terms and
conditions of the Collaboration and Supply Agreement, dated December 1, 1999.

                                       7
<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.

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

Trinity Medical Group USA, Inc. (the "Company") 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,  the  Company  became a Florida  corporation.  The
Company is an  affiliate of Trinity  Medical  Group,  Ltd.,  a Thailand  company
(http:  //www.trinitygroups/trinity  medical/dsmb.htm) ("TMG"). The Company is a
late  development  stage  company  with  potential  rights to market a  patented
vaccine,  ("Remune"),  designed to induce  specific T cell  responses  in people
infected with the Human  Immunodeficiency  Virus (HIV).  Remune (an immune-based
therapy  consisting of whole  inactivated HIV-1 virus depleted of its gp120 coat
protein) is based on Dr. Jonas Salk's vaccine technology.

 TMG was formed in 1995 after the principals of the TMG and The Immune  Response
Corporation  (NASDAQ:  IMNR) entered into a License and Collaboration  Agreement
(the "License and  Collaboration  Agreement")  dated September 15, 1995 with The
Immune Response  Corporation 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 (the
"Territory").  On the same day, TMG entered into a Stock Purchase Agreement (the
"Stock Purchase Agreement") with The Immune Response Corporation.  Per the Stock
Purchase  Agreement,  TMG  purchased  333,334  shares  of  The  Immune  Response
Corporation's stock at $15 per share on April 30, 1996. TMG is further obligated
to purchase an additional  333,333 shares of The Immune  Response  Corporation's
stock at $15 per share upon receiving the required  marketing  approval from the
governing  health  authority  of Thailand for the drug  therapy  Remune.  TMG is
further  obligated to purchase  another  333,333  shares of The Immune  Response
Corporation's  stock  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.

The Company entered into a Collaboration  and Supply Agreement (the "Agreement")
with TMG, dated December 1, 1999. Under the terms of the Agreement,  the Company
will pay TMG for specified research personnel, travel, laboratory,  facility and
publication   costs  associated  with  clinical  trials  of  Remune  until  full
regulatory approval in Thailand is granted.

The Agreement also provides that the Company make its best efforts to capitalize
itself with at least  $4,000,000  through sale or  subscription  of common class
shares not to exceed 1 million  shares.  The Company  also agreed to prepare and
complete all necessary  documentation  required for  registration of the Company
with the U.S. Securities and Exchange  Commission as a reporting company,  which
it has done by filing a Form 10-SB on May 12, 2000.

In  exchange  for the  aforementioned  conditions,  TMG agrees to  transfer  its
License and Collaboration  Agreement and Stock Purchase Agreement between it and
The Immune  Response  Corporation,  dated

                                       8
<PAGE>

September 15, 1995, to the Company no later than the first sale of product after
full regulatory approval in Thailand has been granted.

In 1999, TMG completed a Phase II double blind placebo controlled clinical trial
in  Thailand,  the  results of which were  submitted  to the  Thailand  National
Committee on AIDS for review in March, 2000. In the clinical trial above, Remune
was found to increase mean CD4+ cell counts, with increases in both cellular and
humoral  immune  responses  and stable  viral  load.  A follow up study  through
eighty-eight  (88) weeks showed a  significant  decrease of viral load in 30% of
the subjects.

On December  24,  1999,  TMG applied for  expanded  testing with the Ministry of
Public Health in Thailand.  The extended  project will be coordinated by Mahidol
University 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 by the Thai Food and Drug Administration.

The  results  of the  Phase  II  controlled  trial  were  presented  at the XIII
International   AIDS   Conference   in  Durban,   South   Africa  by  Dr.   Vina
Churdboonchart.  The  results of the Phase II clinical  trials in  Thailand  and
other  clinical  trials  using  Remune as a treatment  for  slowing  HIV-related
disease  progression  are  encouraging.  The global  burden of disease and death
related to HIV is  increasing  at a rate  unmatched  by any other  pathogen.  At
present,   the  most  effective   treatment  for  slowing   HIV-related  disease
progression,  antiretoviral  medication  requiring a daily multi-pill regime, is
complicated  to  administer,  requires  close medical  monitoring,  is extremely
costly,  and can cause  significant  adverse  effects in some  cases.  The study
conditions of the clinical trials in Thailand allowed Remune to be assessed as a
"mono-therapy",  that is, without any other anti-viral drugs.  Remune requires a
minimum of a once a quarter (or more if needed) injection.  As a result,  Remune
is both more  economical  and practical  for  populations  such as Thailand.  As
released  by MOPH,  Thailand,  the  official  number of HIV  infected  people in
Thailand is 1 million people. The estimate for Southeast Asia is approximately 9
million HIV-1  infected  people.  Remune is  potentially  a very cost  effective
therapy for the treatment of HIV among Thailand's poorest people.

Cash requirements over the next 12 months.
------------------------------------------

Pursuant to a private offering (the "December Private  Placement"),  the Company
raised  $732,500  at the end of 1999 and an  additional  $40,000  during the six
month period ended June 30, 2000. In the December Private Placement, the Company
offered for purchase to  accredited  investors  154.5 units at a price of $5,000
per unit. Each unit 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, par
value $.001 per share (collectively, the "Units").

Over the next 12 months, the Company will require additional capital through the
sale of  shares  of  capital  stock  or  issuance  of debt in  order to meet its
business needs. The Company  anticipates revenue from sale of Remune in Thailand
later this year. The Company is in the process of negotiating  Remune  licensing
agreements  and, if completed,  anticipates  substantial  revenue from licensing
Remune in other  countries  during  the year but  cannot  predict  the amount of
proceeds or the timing of the completion of such transactions.

The current  cash on hand will be  sufficient  to fund  operations  through the
third  quarter of 2000.  During the second  quarter  the  Company  received  net
proceeds of  approximately  $31,000 in connection  with a private  offering (the
"June Private  Placement")  through the  subscription  of common stock units and
received proceeds of $600,000 during the third quarter of 2000 from this Private
Placement.  In the  third  quarter  the  Company  plans  to file a  registration
statement  to register the shares of common  stock  issuable  under the December
Private  Placement  and the June Private  Placement.  The Company hopes to raise
additional  capital in the third quarter.  The Company plans to use the proceeds
raised  to  satisfy  the  Stock  Purchase  Agreement  with The  Immune  Response
Corporation,

                                       9
<PAGE>

export Remune to Thailand, and to cover initial expenses for the establishment
of Thai manufacturing facilities as well as The Trinity Immune and Health Center
which will primarily cater to the HIV+ population.

Product Research and Development Plans
--------------------------------------

The Company intends to secure regulatory approval for sale of Remune in Thailand
during the  calendar  year 2000.  TMG's  researchers  have  concluded a Phase II
clinical  study in  Thailand  of about  300  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.
The  Company  believes  it now has the  necessary  technical  support  for  full
regulatory  approval  and  through its Thai  affiliates  will be  submitting  an
application for  commercialization  of Remune to the Thai regulatory  officials.
Upon sufficient capitalization, the Company intends to purchase plant, equipment
and land leases in 2000 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 for the facility is $5 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.  The Company intends to increase its
employment base in the third quarter of 2000. The Company intends to add a Chief
Financial Officer,  engineering  consultants and additional directors during the
third  quarter.  From its present level of two  employees the Company  estimates
having about 10 employees by year-end.

PART II - OTHER INFORMATION

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.

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 $772,500.  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.

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 Company shares now trade

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under the symbol TMGU in the National Quotation Service Pink Sheets. The Company
is presently seeking listing on NASD Over the Counter Bulletin Board exchange
and hopes to have listing on the Small Cap NASDAQ market in the fourth quarter.

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 foreseeable future.

In  connection  with a June Private  Placement the Company  initially  issued 9
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  $31,000 under this private  placement  offering  during the three
months ended June 30, 2000. Subsequent to June 30, 2000, the Company received an
additional $600,000 through 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 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)       EXHIBITS:

         4.1      Common Stock Unit Acknowledgement Letter

         27       Financial Data Schedule

B)       REPORTS ON FORM 8-K

         The  Company did not file any reports on Form 8-K during the six months
ended June 30, 2000.

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<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                                 TRINITY MEDICAL GROUP USA, INC.

Date:  November 14, 2000                         By:  /s/ James Namnath
                                                     -----------------
                                                     James Namnath
                                                     Chief Executive Officer

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


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