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
                 MARCH 31, 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 July 10, 2000
    Common Stock - $0.001 par value                    10,226,000 shares


<PAGE>

<TABLE>
<CAPTION>

                                      INDEX

                                                                                                 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 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

                 ASSETS
<TABLE>
<CAPTION>

                                                                                 March 31,              December 31,
                                                                                   2000                    1999
                                                                                -----------             ------------
                                                                                (unaudited)

Current Assets:
<S>                                                                          <C>                     <C>
   Cash                                                                      $           66,260      $          171,485
   Subscription receivable from founding shareholders                                     9,600                   9,600
   Income tax refund receivable                                                          18,951                  18,951
                                                                             ------------------      ------------------
       Total assets                                                          $           94,811      $          200,036
                                                                             ==================      ==================

                  LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities

   Accounts payable                                                          $            2,000      $           10,343
   Accrued liabilities                                                                  103,253                  84,595
                                                                             ------------------      ------------------
       Total current liabilities                                                        105,353                  94,938

Convertible Notes Payable                                                               762,500                 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
     Additional paid-in capital                                                         228,574                 228,574
     Deficit accumulated during the development stage                                (1,011,742)               (866,202)
                                                                             ------------------      ------------------
                  Total stockholders' deficit                                          (772,942)               (627,402)
                                                                             ------------------      ------------------
                  Total liabilities and stockholders' deficit                $           94,811      $          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 March 31, 2000
                      And three months ended March 31, 2000
<TABLE>
<CAPTION>

                                                                                 Cumulative          Three Months
                                                                               from inception            Ended
                                                                                     to                 March 31,
                                                                               March 31, 2000            2000
                                                                                -----------          -----------
                                                                                (unaudited)          (unaudited)

Operating expenses:
<S>                                                                          <C>                     <C>
     Research and development                                                $         (294,000)     $                -
     General and administrative:
         Acquisition costs                                                             (404,200)                      -
         Administrative costs                                                          (199,914)               (127,924)
         Marketing costs                                                                (78,250)                      -
                                                                             ------------------      ------------------
                  Total operating expenses                                             (976,364)               (127,924)
                                                                             ------------------      ------------------
Other income (expense):
     Interest income                                                                      3,070                   1,042
     Interest expense                                                                   (30,003)                (18,658)
     Other                                                                               (8,445)                      -
                                                                             ------------------      ------------------
                                                                                        (35,378)                (17,616)
                                                                             ------------------      ------------------
                  Net Loss                                                   $       (1,011,742)     $         (145,540)
                                                                             ==================      ==================


Basic and diluted loss per common share                                                              $           (0.01)
                                                                                                     ==================
Basic and diluted weighted average common shares outstanding                                                (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 March 31, 2000
                      And Three Months ended March 31, 2000
<TABLE>
<CAPTION>

                                                                                 Cumulative
                                                                               from inception           Three Months
                                                                                     to                    Ended
                                                                               March 31, 2000          March 31, 2000
                                                                               --------------          --------------
                                                                                (unaudited)             (unaudited)
Cash flows from operating activities:
<S>                                                                          <C>                     <C>
     Net loss                                                                $       (1,011,742)     $         (145,540)
     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                                                 (18,951)                      -
           Accounts payable                                                               2,000                  (8,343)
           Accrued liabilities                                                          103,253                  18,658
                                                                             ------------------      ------------------
                Net cash used in operating activities                                  (687,795)               (135,225)
                                                                             ------------------      ------------------
Cash flows from investing activities:
     Purchase of investments                                                            (69,330)                      -
     Proceeds from sale of investments                                                   60,885                       -
                                                                             ------------------      ------------------
                Net cash used in investing activities                                    (8,445)                      -
                                                                             ------------------      ------------------
Cash flows provided by financing activities:
     Proceeds from sale of private placement units                                      762,500                  30,000
                                                                             ------------------      ------------------
                Net increase (decrease) in cash                                          66,260                (105,225)
Cash - beginning of year                                                                      -                 171,485
                                                                             ------------------      ------------------
Cash - end of year                                                           $           66,260      $           66,260
                                                                             ==================      ==================
Non-cash investing and financing activities:
   Issuance of common stock to founding shareholders in exchange
     for subscription receivable                                             $            9,600      $                -
                                                                             ==================      ==================
</TABLE>


                                       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 March 31, 2000,  and the results of its operations and its cash flows for the
three month period ended March 31, 2000. The financial statements do not include
comparative first quarter information because the Company had no activity during
the quarter ended March 31, 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  for the year ended  December  31,  1999,  included in the
Company's Form 10-SB filed with the  Securities  and Exchange  Commission on May
12, 2000.

NOTE B - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the Company is in the development stage and, at March 31, 2000, has
accumulated losses from operations amounting to $1,011,742.  For the three month
period ended March 31, 2000,  and for the period from  inception to December 31,
1999 the  Company  used  $135,225  and  $552,570,  respectively,  of cash in its
operations.  The drug therapy, Remune, which the Company has potential rights to
market,  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.

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 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  for  between
$15,000,000 and $20,000,000.


                                       6
<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS


NOTE B - GOING CONCERN - CONTINUED

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 C - CONVERTIBLE NOTES PAYABLE

In January 2000, the Company sold 6 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 after December 31, 1999.  Interest  accrued on each unit
is  convertible  to  common  stock  at a rate  of $1 per  share  at the  date of
conversion. As of March 31, 2000, no units had been converted to common stock.

NOTE D - SUBSEQUENT EVENT

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.  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
$0.001, 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  approximately $34,000 under
this private  placement  offering  through June 30, 2000 and has  subscribed  an
additional $460,000 through July 12, 2000.


                                       7
<PAGE>



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

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
treatment for HIV, "Remune(R)" , 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. Remune is a
registered trademark of The Immune Response Corporation.

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 has agreed to make
additional  equity  investments  of up to $10  million  in The  Immune  Response
Corporation  based on the  achievement of certain  milestones  and  governmental
approvals.  TMG  recognized  Remune'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  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  agrees  to  prepare  and
complete all necessary  documentation  required for  registration  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 have been  submitted  for  publication  in a
scientific  journal.  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 been  submitted for
approval will be coordinated by Mahidol University in Bangkok, Thailand and will
study up to 10,000  individuals.  This extended study of Remune is not connected
to  the  request  for  full  commercial  approval  by the  Thai  Food  and  Drug
Administration.


                                       8
<PAGE>


The results of the Phase II  controlled  trial were also  presented to the World
Health  Organization  (WHO) and the Joint United  Nations  Programme on HIV/AIDS
(UNAIDS)  at a vaccine  advisory  committee  meeting in Geneva,  Switzerland  on
February 23, 2000.

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.  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.  The number of HIV infected people in Thailand
is currently  estimated at 1.0-1.4  million  people.  The estimate for Southeast
Asia is approximately 9 million HIV-1 infected people. A formal submission of an
application  for new drug  registration  of  Remune  with  the Thai  Food & Drug
Administration is planned during 2000.

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  $30,000  during  January
2000.  In the  December  Private  Placement,  the  Company  sold  to  accredited
investors  152.5  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, and 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 does not  anticipate  any revenue from the sale of
Remune in  Thailand  until the first  quarter  of 2001.  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
second  quarter  of 2000.  During the second  quarter we  received  $34,500 in a
private  offering (the "June Private  Placement")  through the  subscription  of
Common  Stock  Units.  Subsequent  to June 30,  2000,  the Company  subsribed an
additional  $460,000  through July 12, 2000. We anticipate that the June Private
Placement will be completed in the third quarter.

The proceeds  from the June Private  Placement  are expected to be sufficient to
fund operations  through the end of the calendar year 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.

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  were  presented in two major
scientific  conferences in March 2000: at the UN/WHO AIDS  conference in Geneva,
Switzerland and that UCLA


                                       9
<PAGE>


AIDS Conference  held in Palm Springs,  California.  A manuscript  detailing the
study has been submitted to a major journal for publication.

Upon  acceptance of the manuscript by a major  scientific  journal,  the Company
believes it will have the necessary  support to request  regulatory  approval of
Remune by the Thai Food and Drug  Administration.  The  Company  intends to have
Remune be considered for full approval by the Thai Food and Drug  Administration
during 2000.

The Company is also trying to gain  approval and support by the Thai Ministry of
Public  Health  for an  extended  study of Remune in up to 10,000  HIV  infected
individuals.  The application  with the Thai FDA for full approval is not linked
in any way with the program proposed with the Thai Ministry of Public Health.

Upon approval of either the Thai FDA or the Thai Ministry of Public Health,  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 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.  Upon  approval  from  either the Thai FDA or the Thai  Ministry of Public
Health,  the Company will add financial  managers,  engineering  consultants and
additional directors. From our present level of two employees we estimate having
about 15 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 sold 152.5  units
to "accredited  investors",  as that term is defined in Regulation D promulgated
under the Securities Act of 1933 (the "Securities  Act"), as amended.  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
$762,500 and the Company  received  net proceeds in the amount of $757,500.  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 notes issued in the December  Private  Placement will be converted to common
stock by the end of the third quarter of 2000.

                                       10
<PAGE>

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:

         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 three
months ended March 31, 2000.


                                       11
<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

                                       12