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

                                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.)

           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)
</TABLE>

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 14, 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
                   Notes to Financial Statements.......................................................6

         Item 2 - Management's Discussion and Analysis of
                   Financial Condition and Results of Operation........................................8

PART II - OTHER INFORMATION

         Item 2 - Changes in Securities and Use of Proceeds...........................................11
         Item 6 - Exhibits and Reports on Form 8-K....................................................12
</TABLE>




                                       2
<PAGE>
                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIALS

                         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 current assets                                               $           54,254      $         $200,036
                                                                             ==================      ==================

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

   Accounts payable                                                          $            2,000      $           10,343
   Accrued commissions                                                                   76,700                  73,250
   Accrued interest payable                                                              48,648                  11,345
                                                                             ------------------      ------------------
       Total current liabilities                                                        127,348                  94,938

Convertible Notes Payable                                                               772,500                 732,500

Stockholders' deficit

     Convertible Preferred Stock, no par value, 1,000,000 shares
       authorized, 9 shares issues and outstanding                                       34,500
     Common Stock, $0.001 par value, 50,000,000 shares authorized,
       10,226,000 shares issued and outstanding                                          10,226                  10,226
     Additional paid-in capital                                                         228,574                 228,574
     Deficit accumulated during the development stage                                (1,118,794)               (866,202)
                                                                             ------------------      ------------------
                  Total stockholders' deficit                                          (845,494)               (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

           Period From Inception (September 28, 1998) to June 30, 2000
                      And three months ended June 30, 2000
<TABLE>
<CAPTION>
                                                            Cumulative         Three Months      Six Months
                                                          from inception          Ended            Ended
                                                                 to              June 30,         June 30,
                                                           June 30, 2000           2000             2000
                                                           -------------        ------------     ----------
                                                           (unaudited)         (unaudited)      (unaudited)
<S>                                                       <C>                     <C>
  Operating expenses
   Research and development                               $    (294,000)     $          -   $            -
   General and administrative
       Acquisition costs                                  $    (404,200)     $          -   $            -
       Administrative costs                               $    (288,400)     $    (88,485)  $     (216,409)
       Marketing costs                                          (78,250)                -                -
                                                          -------------      ------------   --------------
          Total operating expenses                           (1,064,850)          (88,485)        (216,409)

  Other income (expense):
   Interest income                                        $       3,148      $         78   $        1,120
   Interest expense                                       $     (48,647)     $    (18,645)  $      (37,303)
   Other income                                           $      (8,445)     $          -   $            -
                                                          -------------      ------------   --------------
                                                                (53,944)          (18,567)         (36,183)
                                                          -------------      ------------   --------------
          Net Loss                                           (1,118,794)         (107,052)        (252,592)
                                                          =============      ============   ==============
   Basic and diluted loss per common
     share                                                                   $      (0.01)  $        (0.02)
                                                                             ============   ==============
   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

           Period From Inception (September 28, 1998) to June 30, 2000
                      And Three Months ended June 30, 2000
<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                                                                $       (1,118,793)     $         (252,592)
     Adjustments  to  reconcile  net  loss to net  cash  used in
       operating activities
       Stock issued for services                                                        229,200                       -
       Loss on sale of investment                                                         8,445                       -
       Changes in assets and liabilities:
           Income tax refund receivable                                                 (18,952)                      -
           Accounts payable                                                               2,000                  (8,343)
           Accrued liabilities                                                          125,348                  40,753
                                                                             ------------------      ------------------
                Net cash used in operating activities                                   772,752                (220,182)
                                                                             ------------------      ------------------

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 provided by financing activities:
     Proceeds from issuance of convertible notes payable                                772,500                  40,000
     Proceeds from sale of preferred stock                                               34,500                  34,500
      Collection of subscription receivable                                               9,600                   9,600
                                                                             ------------------      ------------------
                Net cash provided by financing activities                               816,600                  84,100
                                                                             ------------------      ------------------
                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

                 December 31, 1999 to June 30, 2000 (unaudited)


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 month period ended June 30, 2000. The financial  statements do not include
comparative first quarter information because the Company had no activity during
the  first  quarter  ended  June 30,  2000.  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 for the year ended
December 31, 1999, filed with the Securities and Exchange  Commission on May 12,
2000.

NOTE B - CAPITALIZATION POLICY

Equipment is 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 from operations  amounting to $1,118,794.  For the six month
period ended June 30, 2000,  and for the period from  inception to June 30, 2000
the Company used $220,182 and $772,752, respectively, of cash in its operations.
Additional  testing  of the  drug  therapy,  Remune,  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.

Upon  becoming a reporting  company  under United States  securities  laws,  the
Company  intends to acquire,  in the near term,  the rights to Remune and assume
the related obligations specified under the Stock Purchase

                                       6
<PAGE>

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

                     CONDENSED NOTES TO FINANCIAL STATEMENTS

                 December 31, 1999 to June 30, 2000 (unaudited)


Agreement for 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
for between  $15,000,000  and  $20,000,000.  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 month period 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- CONVERTIBLE PREFERRED STOCK

On June 21, 2000,  the Company  began to raise  additional  capital  under a new
private placement offering.  The private placement offers a maximum of 175 units
at $4,000 per unit.  Each unit  consists of one hundred  shares of the Company's
Series A Preferred  Stock (the  "Preferred  Shares") and a  non-callable  common
stock purchase warrant (the "Warrant"),  designated "A Warrants". Each Preferred
Share is convertible,  at the Company's option,  into 10 shares of the Company's
common  stock par value  $0.01  (the  "Common  Stock").  Each of the A  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.  The Preferred 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 Preferred  Shares can be converted at the Company's  discretion  into Common
Stock no later than  October 1, 2000 and with  approval  by the  Securities  and
Exchange  Commission  (the "SEC") for the  registration  of the shares of Common
Stock issuable upon conversion of the Preferred  Shares and upon exercise of the
A Warrants. The Company has raised $34,500 under this private placement offering
during the three months ended June 30, 2000.  Subsequent  to June 30, 2000,  the
Company raised an additional $628,000 through this private placement offering.

                                       7
<PAGE>

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

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
Corporations  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.  TMG recognized the vaccine's
potential in 1995 and paid The Immune Response Corporation $5 million in cash to
secure the rights to develop and market Remune in Southeast Asia.

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  reimburse  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  agrees  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.

In 1999, TMG completed a Phase II double blind placebo controlled clinical trial
in Thailand,  the results of which were  submitted to the Thailand Food and Drug
Administration  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, which has since been approved,
will be coordinated by Mahidol University in Bangkok,  Thailand and will confirm
the  effectiveness of Remune and study the long term effects in about 10,000 HIV
infected individuals.  The financial implications of this study are not known at
this time but the company  anticipates revenue from this study during 2000. This
extended study of Remune is not connected to the request for full commercial

                                       8
<PAGE>

approval by the Thai Food and Drug Administration. 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  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 1.0 million people.  The estimate for South 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 June 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
consists  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 we received subscriptions for $34,500
in a private offering (the "June Private  Placement")  through the issuance of a
new class of Preferred Shares and Warrant and expect proceeds of $628,000 during
the third quarter of 2000.  In the third quarter we plan to file a  registration
statement to register the shares of capital  stock  issuable  under the December
Private  Placement  and the June  Private  Placement  and two million  shares of
common  stock  that  would be sold to the public in a  secondary  offering.  The
secondary  offering is projected to produce  between $15 million and $30 million
is cash.  The Company  plans to use $10  million of the  proceeds to satisfy the
Stock Purchase Agreement with the Immune Response Corporation,  import 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.  Our  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 in
five major

                                       9
<PAGE>

scientific  conferences  in 2000:  at the  UN/WHO  AIDS  conference  in  Geneva,
Switzerland,  the UCLA AIDS Conference held in Palm Springs, California, the 5th
Asia-Pacific  Congress of Medical Virology in Bali,  Indonesia,  the First Intl.
Conference on Vaccine Development and Immunotherapy in HIV, Florida, USA and the
XIII  International  AIDS  Conference  in Durban,  South  Africa.  A  manuscript
detailing  the study has been  secured and the Company  anticipates  publication
with positive response. Formal advise about publication is expected in September
of 2000.  The Company  believes it now has the necessary  technical  support for
full  regulatory  approval and is currently  working on compiling  documentation
required for registration of Remune in Thailand. 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 will add a Chief  Financial  Officer,  engineering
consultants and additional directors during the third quarter.  From our present
level of two employees we estimate 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.

On May 12, 2000 the Company  submitted a Form 10SB to the SEC in order to become
a publicly reporting  concern.  On May 19, 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 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

                                       10
<PAGE>

market in the third 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.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)       EXHIBITS:

         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.


                                                /s/ James Namnath
                                                ----------------------------
                                                By: James Namnath
                                                    Chief Executive Officer

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