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

                                 MARCH 31, 2002 OR

   _____  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
          EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______ TO______

                             COMMISSION FILE NUMBER:

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

            FLORIDA                                 68-0438943
---------------------------------      ---------------------------------
   (STATE OR OTHER JURISDICTION       (I.R.S. EMPLOYER IDENTIFICATION NO.)
        OF INCORPORATION)



         30021 TOMAS STREET, SUITE 300, RANCHO SANTA MARGARITA, CA 92688
             (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES WITH ZIP CODE)

                                 (949) 459-2170

              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                 (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL
                      YEAR, IF CHANGED SINCE LAST REPORT)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. YES  X     NO ____

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

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

                  Class                    Outstanding at May 10, 2002
     Common Stock - $0.001 par value            14,821,411 shares



<PAGE>


                                      INDEX

                                                                            PAGE

COVER PAGE.....................................................................1

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

PART I - FINANCIAL INFORMATION

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

         Item 2 - Management's Discussion and Analysis
                    or Plan of Operation......................................10

PART II - OTHER INFORMATION

         Item 1 - Legal Proceedings...........................................19
         Item 2 - Changes in Securities and Use of Proceeds...................19
         Item 3 - Defaults Upon Senior Securities ............................19
         Item 4 - Submission of Matters to a Vote of Security Holders.........19
         Item 5 - Other Information...........................................19
         Item 6 - Exhibits and Reports on Form 8-K............................19
         Signatures ..........................................................22




                                       2

<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)
                                 BALANCE SHEETS
<TABLE>
<CAPTION>


                    ASSETS

                                                                       March 31,      December 31,
                                                                          2002            2001
                                                                       ---------      ------------
                                                                      (unaudited)
<S>                                                                <C>                 <C>
Current Assets:

   Cash and cash equivalents                                       $    35,680         $    68,922
   Prepaid expenses and deposits                                        29,163              58,450
                                                                   -----------         -----------
      Total current assets                                              64,843             127,372
                                                                   -----------         -----------

Furniture and equipment
   Office furniture and fixtures                                         6,088               6,088
   Office equipment                                                      4,973               4,973
                                                                   -----------         -----------
                                                                        11,061              11,061
      Less accumulated depreciation                                     (4,252)             (3,543)
                                                                   -----------         -----------
           Furniture and equipment, net                                  6,809               7,518
                                                                   -----------         -----------
                Total assets                                       $    71,652         $   134,890
                                                                   ===========         ===========


                   LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities:
   Accounts payable                                                $   184,065         $   165,531
   Payable to affiliate                                                885,899             487,849
   Accrued liabilities                                                  50,660             116,736
   Notes payable to officer                                             15,500              30,500
   Insurance note payable                                                7,830              23,489
   Convertible debenture                                               101,000                  --
   Convertible promissory note                                         350,000             400,000
                                                                   -----------         -----------
      Total current liabilities                                      1,594,954           1,224,105
                                                                   -----------         -----------

Stockholders' deficit:
   Common stock, $.001 par value, 50,000,000 shares
     authorized, 13,590,874 and 12,958,120 shares
     issued and outstanding                                             13,591              12,958
   Additional paid-in capital                                        5,619,421           5,243,658
   Deficit accumulated during the development stage                 (7,156,314)         (6,345,831)
                                                                   -----------         -----------
                Total stockholders' deficit                         (1,523,302)         (1,089,215)
                                                                   -----------         -----------
                Total liabilities and stockholders' deficit        $    71,652         $   134,890
                                                                   ===========         ===========
</TABLE>

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


                                       3


<PAGE>


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

<TABLE>
<CAPTION>

                                                     Period                     Three Months Ended
                                                 from Inception                      March 31,
                                                       to               ---------------------------------
                                                 March 31, 2002             2002                 2001
                                              ---------------------     ------------         ------------
<S>                                              <C>                  <C>                  <C>
Operating expenses:
     Research and development                    $ (2,931,603)        $   (403,050)        $   (268,000)
     General and administrative                    (2,607,495)            (232,422)            (250,998)
     Acquisition costs                               (404,200)                  --                   --
                                                 -------------        -------------        -------------
                 Total operating expenses          (5,943,298)            (635,472)            (518,998)
                                                 -------------        -------------        -------------

Other income (expense):
     Interest income                                    5,194                  135                  331
     Interest expense                              (1,209,765)            (175,146)             (39,682)
     Loss on sale of investments                       (8,445)                  --                   --
                                                 -------------        -------------        -------------
                                                   (1,213,016)            (175,011)             (39,351)
                                                 -------------        -------------        -------------
                 Net Loss                        $ (7,156,314)        $   (810,483)        $   (558,349)
                                                 =============        =============       ==============

     Basic and diluted loss per common
        share                                                         $      (0.06)        $      (0.05)
                                                                      =============       ==============
     Basic and diluted weighted average
        common shares outstanding                                       13,162,445           11,263,038
                                                                      =============       ==============

</TABLE>

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


                                       4

<PAGE>


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

<TABLE>
<CAPTION>


                                                                    Period                    Three Months Ended
                                                                from Inception                     March 31,
                                                                      to            -------------------------------------
                                                               March 31, 2002            2002                 2001
                                                             -------------------    -----------------   -----------------
<S>                                                              <C>                 <C>                 <C>
 Cash flows from operating activities:
     Net loss                                                    $(7,156,314)        $  (810,483)        $  (558,349)
     Adjustments to reconcile net loss to net
       cash used in operating activities:
         Depreciation                                                  4,252                 709                 709
         Stock issued for services and interest payment              385,919                  --                  --
         Stock options issued for services and warrants
           issued in connection with financings                      262,950                  --                  --
         Intrinsic value of beneficial conversion                    963,733             163,199                  --
         Loss on sale of investments                                   8,445                  --                  --
         Changes in assets and liabilities:
            Prepaid expenses and deposits                             41,305              29,287                  --
            Accounts payable                                         184,065              18,534              66,142
            Payable to affiliate                                   2,225,899             398,050             268,000
            Accrued liabilities                                      271,373             (46,876)             51,463
                                                                 ------------        ------------        ------------
                Net cash used in operating activities             (2,808,373)           (247,580)           (172,035)
                                                                 ------------        ------------        ------------

Cash flows from  investing activities:
     Purchases of fixed assets                                       (11,061)                 --                  --
     Purchases of investments                                        (69,330)                 --                  --
     Proceeds from sale of investments                                60,885                  --                  --
                                                                 ------------        ------------        ------------
                Net cash used in investing activities                (19,506)                 --                  --
                                                                 ------------        ------------        ------------

Cash flows from financing activities:
     Proceeds from issuance of convertible notes payable             772,500                  --                  --
     Proceeds from issuance of notes payable to officers              90,500                  --              60,500
     Repayments on notes payable to officers                         (75,000)            (15,000)                 --
     Proceeds from issuance of convertible debenture                 125,000             125,000                  --
     Proceeds from issuance of promissory note                        20,000                  --                  --
     Repayments on insurance note payable                            (62,638)            (15,659)                 --
     Proceeds from issuance of convertible promissory
         notes                                                     1,000,000                  --                  --
     Net proceeds from sale of common stock units                    835,600                  --                  --
     Proceeds from exercise of common stock warrants                 147,997             119,997                  --
     Collection of subscription receivable                             9,600                  --                  --
                                                                 ------------        ------------        ------------
                Net cash provided by financing activities          2,863,559             214,338              60,500
                                                                 ------------        ------------        ------------
                Net increase (decrease) in cash and
                   cash equivalents                                   35,680             (33,242)           (111,535)

Cash and cash equivalents - beginning of period                           --              68,922             117,056
                                                                 ------------        ------------        ------------
Cash and cash equivalents - end of period                        $    35,680         $    35,680         $     5,521
                                                                 ============        ============        ============

</TABLE>

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

                                        5


<PAGE>


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


NOTE A - BASIS OF PRESENTATION

The  accompanying   unaudited  financial   statements  contain  all  adjustments
(consisting  only of  normal  recurring  adjustments)  which in the  opinion  of
management are necessary to present fairly the financial position of the Company
at March 31, 2002,  and the results of its operations and its cash flows for the
three  month  periods  ended  March 31,  2002 and 2001 and for the  period  from
inception  (September  28,  1998) to March 31,  2002.  Certain  information  and
footnote  disclosures  normally  included  in  financial  statements  have  been
condensed or omitted  pursuant to rules and  regulations  of the  Securities and
Exchange  Commission,  although the Company believes that the disclosures in the
financial  statements  are  adequate  to  make  the  information  presented  not
misleading.

The financial  statements included herein should be read in conjunction with the
financial  statements  included in the Company's  Form 10-KSB as of December 31,
2001 and 2000 and for the years then ended,  and for the period  from  inception
(September  28,  1998) to  December  31,  2001,  filed with the  Securities  and
Exchange Commission on March 18, 2002.

NOTE B - GOING CONCERN

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the Company is in the development  stage and, at March 31, 2002 has
accumulated  losses  amounting to  $7,156,314.  For the three month period ended
March 31, 2002,  and for the period from inception to March 31, 2002 the Company
used  $247,580  and  $2,808,373,   respectively,  of  cash  in  its  operations.
Additionally,  the Company had a working  capital  deficit of  $1,530,110  and a
stockholders' deficit of $1,523,302 at March 31, 2002.

The Company's  initial  efforts have focused on the research and  development of
REMUNE (through  Trinity Medical Group,  Ltd. or Trinity Assets Company Limited)
and securing sales and marketing  rights in Thailand.  In July 2001 the Company,
through  its  affiliate  Trinity  Assets  Company  Limited,  filed  a  new  drug
application  for  approval by the Thai Food and Drug  Administration  to market,
distribute and  manufacture  REMUNE in Thailand.  In January 2002, the Thai Food
and Drug Administration  certified the REMUNE manufacturing facility as being in
compliance  with  World  Health   Organization  Good   Manufacturing   Practices
standards.  Final  commercial  approval of REMUNE by the Thai FDA,  however,  is
pending.  The Company has additional  government approvals to secure in order to
begin the process of  commercialization.  The U.S. Food and Drug  Administration
must  certify the  facility  that will  manufacture  the product and approve the
export of the product.  The Company will require  substantial  capital to pursue
its operating strategy and currently has limited cash for operations.  There can
be no assurance that management will be successful in raising the necessary cash
to fund its  continuing  operations  or in obtaining  the  necessary  government
approvals  for the  manufacture  and sale of REMUNE.  The  Company's  ability to
continue as a going  concern  will depend upon these  factors and the success of
future operations.

The  Immune  Response   Corporation's   primary   marketing   partner,   Agouron
Pharmaceuticals,  Inc.,  or  Agouron,  a Pfizer  Inc.  company,  terminated  its
collaboration agreement with The Immune Response Corporation on July 5, 2001. As
a result, The Immune Response Corporation, our Licensor of REMUNE, may be unable
to  successfully  complete  current  or future  trials of REMUNE  and The Immune
Response  Corporation may have to abandon REMUNE or seek additional funding. The
termination of the Agouron/Immune  Response Corporation  collaboration agreement
has had a material adverse effect on both The Immune Response  Corporation's and
the Company's stock price,  which may therefore  adversely effect our ability to
successfully  raise  additional  capital  to  complete  REMUNE  development  and
effectuate our business plans. Additionally, The Immune Response Corporation has
stated in its Form 10-K for the year ended  December  31,  2001,  that they will
need to raise  substantial  additional  capital to fund their operations  beyond
April 2002. The Immune  Response  Corporation  further stated in their Form 10-K
that if they are  unable to raise  adequate  capital,  it would  have a material
adverse effect on them and would cause them to cease  operations and potentially
enter into bankruptcy. A press release issued by The Immune Response Corporation
on May 7, 2002 states that The Immune Response  Corporation  placed a $4 million
convertible  note and that it's cash  resources  will be  sufficient to fund its
planned operations into June 2002.



                                       6
<PAGE>


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


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

The Company requires substantial capital to pursue its operating strategy, which
includes  commercialization  of the drug REMUNE,  and currently has limited cash
for operations. Until the Company can obtain revenues sufficient to fund working
capital needs and additional  research and development costs necessary to obtain
the regulatory  approvals for  commercialization,  the Company will be dependent
upon external sources of financing. Other than the Securities Purchase Agreement
with La Jolla  Cove  Investors,  Inc.,  the  Company  does  not  have any  other
commitments  to secure  additional  capital and there is no  assurance  that any
additional  funds needed will be available on favorable  terms, if at all. These
factors,  among others,  raise  substantial doubt about the Company's ability to
continue  as a going  concern.  The  financial  statements  do not  include  any
adjustments  relating to the recoverability and classification of recorded asset
amounts or the amounts and classification of liabilities that might be necessary
should the  Company be unable to continue  as a going  concern for a  reasonable
period of time.

NOTE C - LOSS PER SHARE

Excluded  from the  computation  of basic and diluted loss per common share were
stock options and warrants outstanding for the purchase of 1,641,895 and 234,350
shares of common stock as of March 31, 2002 and 2001, respectively,  because the
representative  share increments  would be antidilutive.  Also excluded from the
computation  of basic  and  diluted  loss per  common  share  were an  estimated
5,474,000 and 225,000  shares of common stock  issuable as of March 31, 2002 and
2001,  respectively,  upon the conversion of a convertible promissory note and a
convertible  debenture  because the  representative  share  increments  would be
antidilutive.

NOTE D - NOTES PAYABLE TO OFFICER

During 2001 the Company  borrowed,  through the issuance of five separate notes,
$90,500 from its Chief Executive Officer and its Corporate Secretary.  The notes
payable  are  uncollateralized,  bear  interest at 15% per annum and are due the
earlier of one year from the date of the notes or the date on which the  Company
receives a minimum of $200,000 of  financing  through the issuance of its common
stock or debt (or both) to non-affiliated  persons or entities. The Company paid
the remaining  principal  balance of $5,000 on the note payable to its Corporate
Secretary in January 2002.

Although the notes  payable to the Chief  Executive  Officer have reached  their
maturity  dates,  the Chief  Executive  Officer  has not  declared  the notes in
default.  The Chief Executive  Officer does,  however,  expect  repayment of the
remaining  principal  balance of $15,500,  and the related  accrued  interest of
$6,107, when and if the Company raises sufficient additional capital.

NOTE E - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2002,  Trinity  Assets  Company  Limited
billed  Trinity USA  approximately  $403,050 for costs  incurred  related to the
research and development of the drug REMUNE.  Since inception  through March 31,
2002,  $12,000  has been paid to Trinity  Assets  Company  Limited  for  amounts
previously billed. In December 2001, the Company satisfied $1,050,701 of amounts
owed to Trinity  Assets  Company  Limited  through the issuance of the Company's
common  stock.  The  amounts  owed to Trinity  Assets  Company  Limited  have no
definitive  repayment  terms.  As of March 31,  2002,  the Company  owes Trinity
Assets Company Limited  $885,899,  which is presented as Payable to Affiliate on
the  accompanying  balance  sheet.  All amounts billed by Trinity Assets Company
Limited were provided for under the terms and  conditions of the  Sublicense and
Supply Agreement, dated August 4, 2000.



                                       7
<PAGE>


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


NOTE F - CONVERTIBLE PROMISSORY NOTE

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

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

NOTE G - INSURANCE NOTE PAYABLE

On July 1,  2001  the  Company  obtained  a  Directors  and  Officers  Liability
Insurance  policy for an  aggregate  coverage  amount of  $3,000,000.  The total
annual premiums on the insurance  policy are  approximately  $108,000,  of which
approximately $70,500 was financed at an annual rate of 9.76% over a period of 9
months. The outstanding  balance of the insurance note payable at March 31, 2002
is $7,830.

NOTE H - STOCK OPTIONS AND WARRANTS

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

During the first  quarter  ended March 31, 2002,  the Company  issued  five-year
common stock warrants to a placement  agent who was utilized in connection  with
the La Jolla Cove  Investors,  Inc.  financing.  A total of 12,250 shares of the
Company's common stock may be purchased  through the exercise of the warrants at
exercise  prices  ranging  from $1.46 to $.24 per  share.  The fair value of the
warrants issued,  calculated using the Black-Scholes  option-pricing  model, was
immaterial.  The Company  also paid this  placement  agent a  commission  fee of
approximately $17,000 which was charged to expense.

During the first  quarter ended March 31, 2002,  La Jolla Cove  Investors,  Inc.
converted $24,000 of principal on the outstanding  convertible debenture,  which
has provided the Company with $119,997 of  additional  cash through the issuance
and  exercise of common stock  purchase  warrants.  A total of 74,134  shares of
common stock were issued in  connection  with the  principal  conversions  and a
total of 370,670  shares of common  stock  were  issued in  connection  with the
exercise of warrants, which resulted from the principal conversions.  During the
first  quarter ended March 31, 2002,  the Company  recorded a charge to interest
expense of  $138,266  for the fair value of the  beneficial  conversion  feature
associated with the initial  recording of the convertible  debenture  ($120,266)
and for the warrants issued ($18,000).



                                       8
<PAGE>
                         TRINITY MEDICAL GROUP USA, INC.
                      (a company in the development stage)
                     CONDENSED NOTES TO FINANCIAL STATEMENTS

NOTE I - NONCASH INVESTING AND FINANCING ACTIVITIES

A supplemental  schedule to the Statement of Cash Flows of noncash investing and
financing activities is presented below:

<TABLE>
<CAPTION>
                                                                    Period                    Three Months Ended
                                                                from Inception                     March 31,
                                                                      to                -----------------------------
                                                               March 31, 2002                2002           2001
                                                             -------------------        -------------   -------------
<S>                                                                <C>                   <C>                   <C>
Non-cash investing and financing activities:
     Conversion of convertible notes payable and
       related accrued interest and commissions
       to common stock                                             $  929,219            $       --            $       --
                                                                   ==========            ==========            ==========

     Conversion of convertible promissory notes and
       related accrued interest to common stock                    $  726,952            $   69,200            $       --
                                                                   ==========            ==========            ==========

     Directors and officers insurance premium financing            $   70,468            $       --            $       --
                                                                   ==========            ==========            ==========

     Deferred compensation forgiveness by founding
       shareholder                                                 $  143,545            $       --            $       --
                                                                   ==========            ==========            ==========

     Conversion of promissory note and related
       accrued interest to common stock                            $   20,216            $       --            $       --
                                                                   ==========            ==========            ==========

     Conversion of payable to affiliates to common
       stock                                                       $1,340,000            $       --            $       --
                                                                   ==========            ==========            ==========

     Conversion of convertible debenture to
       common stock                                                $   24,000            $   24,000            $       --
                                                                   ==========            ==========            ==========
</TABLE>

NOTE J - SUBSEQUENT EVENTS

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

The Company believes that in May 2002 it will reach the maximum amount of shares
registered on behalf of La Jolla Cove Investors, Inc. (1,425,000 shares) through
an SB-2 registration statement declared effective by the Securities and Exchange
Commission on January 14, 2002. The Company must file another SB-2  registration
statement in order to accommodate additional principal conversions and therefore
to provide additional cash flow to the Company. At the current conversion price,
millions of additional shares would need to be registered.  The Company plans to
file an SB-2  registration  statement to cover an estimated  amount of shortfall
shares in May 2002.  However,  a significant  delay in effectiveness of the SB-2
registration  statement could adversely effect the Company's ability to meet its
ongoing  financial  obligations.  The  Company is  currently  seeking  financing
alternatives  which could allow it to pay off the La Jolla Cove  debentrue,  and
therefore eliminate the need to file an SB-2 registration statement on behalf of
La Jolla Cove.

                                        9
<PAGE>



ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

FORWARD-LOOKING STATEMENTS.

         This report contains certain  forward-looking  statements which involve
substantial  risks  and  uncertainties.  These  forward-looking  statements  can
generally be identified because the context of the statement includes words such
as "may," "will,"  "expect,"  "anticipate,"  "intend,"  "estimate,"  "continue,"
"believe,"  or other  similar  words.  Similarly,  statements  that describe our
future plans,  objectives  and goals are also  forward-looking  statements.  Our
factual results,  performance or achievements could differ materially from those
expressed or implied in these forward-looking  statements as a result of certain
factors, including those listed in this report.

OUR LICENSED TECHNOLOGY.

         Trinity USA is an  affiliate  of Trinity  Assets  Company  Limited.,  a
Thailand company.  We are a late development stage company with rights to market
an HIV-Immunogen also known as REMUNE, a patented therapeutic vaccine treatment,
designed to induce  specific T cell responses in people  infected with the Human
Immunodeficiency  Virus, or HIV. REMUNE is an immune-based therapy consisting of
whole  inactivated  HIV-1 virus  depleted of its gp120 coat protein based on Dr.
Jonas Salk's vaccine technology.

         REMUNE is designed to stimulate  an  HIV-infected  individual's  immune
system to attack HIV, the virus that causes  AIDS.  We believe that results from
previous   clinical  trials   demonstrate  that  REMUNE   significantly   boosts
HIV-specific  immune  responses  and may induce a positive  virologic  effect in
HIV-infected  individuals.   Furthermore,   we  believe  REMUNE  stimulates  the
production of specific antiviral substances that naturally protect components of
the immune  system from HIV  infection.  Leading HIV clinical  researchers  have
begun to recognize that in order to effectively  stop or slow the progression of
HIV  to  AIDS,  therapies  must  stimulate  HIV-specific  cell  mediated  immune
responses in infected individuals in addition to reducing viral load through the
use of  anti-viral  drugs.  Trinity USA and its  affiliates  completed  Phase II
clinical  trials in  Thailand  where  REMUNE  was used as a sole  treatment  for
individuals infected with HIV.

         In July 2001, Trinity USA, through its affiliate Trinity Assets Company
Limited, filed a new drug application according to the steps for approval by the
Thai Food and Drug  Administration to market,  distribute and manufacture REMUNE
in Thailand.  Approval of REMUNE by the Thai FDA is necessary for the marketing,
distribution and manufacture of REMUNE. If the Thai FDA does not approve REMUNE,
it cannot be marketed,  sold or manufactured in Thailand and Trinity USA will be
unable  to  generate  any  revenue  in  Thailand  or any  other of its  licensed
countries.  If and when the Thai FDA  approves our new drug  application  and we
obtain the necessary export license and Good  Manufacturing  Practice  standards
certificate from the U.S. FDA, we are prepared to immediately  commence the sale
and distribution of REMUNE in Thailand. We can give no assurances, however, that
such approval, license and certificate will be obtained.



                                       10
<PAGE>


                                PLAN OF OPERATION

GENERAL OVERVIEW.

         We  have  minimal  operations,  nominal  assets  and no  revenues  from
operations.  We have only  approximately  two  years of  business  history.  Our
estimates  indicate that we will not generate  internal cash flows from the sale
of REMUNE  until  2003.  As we do not  currently  have any  internal  sources of
funding,  our  inability  to  successfully  implement  future  public or private
placement offerings and further our business strategy may compromise our ability
to achieve our projected revenues.

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

CAPITAL REQUIREMENTS, CASH FLOW AND OTHER OPERATING CONSIDERATIONS.

         Trinity  USA  requires  substantial  capital  to pursue  its  operating
strategy  and  currently  has limited cash for  operations.  Until we can obtain
revenues sufficient to fund working capital needs, Trinity USA will be dependent
upon  external  sources of financing.  To date,  we have no internal  sources of
liquidity and do not expect to generate any internal  cash flow until 2003.  For
the three month period ended March 31, 2002, we used  approximately  $248,000 of
cash in our  operations.  This cash was provided by financing  activities  which
included the conversion of a portion of our convertible  debenture with La Jolla
Cove  Investors,  Inc. and the related  exercise of warrants issued to them. The
cash used in operations  related  primarily to officer salaries and professional
fees incurred in connection with our required SEC filings.

         Our current monthly operating  overhead is approximately  $70,000 which
amount will increase if and as we expand our operations.  This estimate excludes
our average monthly  research and development  expenses to date of approximately
$130,000.  Approximately $40,000 of the total $70,000 monthly operating overhead
relates  to  officer  salaries  and  director  expenses.  When we hire the seven
additional  employees  mentioned  in more  detail  below,  we expect it will add
approximately $45,000 per month to our operating overhead.

         Other  than  our  Securities  Purchase  Agreement  with La  Jolla  Cove
Investors,  Inc.,  which was entered into on January 4, 2002, we do not have any
other  commitments to secure  additional  capital and there is no assurance that
any additional  funds needed will be available on favorable terms, if at all. We
currently anticipate that the net proceeds from our sale of our shares of common
stock from future private placement  offerings or through the future exercise of
warrants under our Securities  Purchase  Agreement with La Jolla Cove Investors,
Inc.,  together  with  our  available  funds,  will be  sufficient  to meet  our
anticipated needs for working capital and capital  expenditures through December
2002.  However, we may need to raise additional funds prior to the expiration of
this period.  Until we can obtain  revenues  sufficient to fund working  capital
needs,  Trinity  USA will be  dependent  upon  external  sources  of  financing.
Moreover,  there is no  assurance  that our estimate of our  liquidity  needs is
accurate or that new business  development or other  unforeseen  events will not
occur, resulting in the need to raise additional funds.

         From the date of our  Securities  Purchase  Agreement  through  May 10,
2002, La Jolla Cove  Investors,  Inc. has converted  $35,000 of principal on our
convertible debenture with them, which has provided Trinity USA with $175,000 of
additional  cash and has  resulted in the  issuance of  1,304,200  shares of our
common  stock.  Because  Trinity USA believes that in May 2002 it will reach the
maximum amount of shares registered on behalf of La Jolla Cove Investors,  Inc.,
1,425,000 shares,  through an SB-2 registration  statement declared effective by
the  Securities  and Exchange  Commission on January 14, 2002,  Trinity USA must
file another SB-2  registration  statement  in order to  accommodate  additional
principal  conversions  and  therefore  to provide  additional  cash flow to us.
Trinity USA plans to file an SB-2  registration  statement to cover an estimated
amount  of  shortfall  shares  in May  2002.  However,  a  significant  delay in
effectiveness of the SB-2 registration  statement could adversely effect Trinity
USA's ability to meet its ongoing financial obligations and force Trinity USA to
cease operations.  The Company is currently seeking financing alternatives which
could allow it to pay off the La Jolla Cove debenture,  and therefore  eliminate
the need to file an SB-2 registration statement on behalf of La Jolla Cove.



                                       11
<PAGE>


         During the next 12 months,  Trinity  USA expects to pay at least one of
the two remaining $5 million  payments to The Immune Response  Corporation.  The
two  remaining  payments must be paid upon 1) the approval of REMUNE in Thailand
for commercial sale and 2) receipt of the required factory establishment license
or approval  from the  governing  health  authority  of Thailand to  manufacture
REMUNE.  The amount  that  Trinity USA  expects to pay  Trinity  Assets  Company
Limited for expenses  incurred  related to clinical  studies and the  regulatory
requirements   during  2001  and  2002  could  be  between  $1.1-$1.4   million,
approximately  $800,000 of which is expected to be incurred in 2002. The amounts
currently or prospectively payable to Trinity Asset Company Limited are expected
to be paid from the cash  proceeds to be raised under  future  private or public
offerings.  The amounts  owed to these  entities  have no  definitive  repayment
terms.  All amounts paid or payable to Trinity Asset Company Limited that relate
to research and development expenses have been, or will be, paid under the terms
of the sublicense and supply agreement. Our obligations to pay for such expenses
extend only until full regulatory approval for the sale of REMUNE in Thailand is
granted.

         The total amounts billed to date by our  affiliates in connection  with
our REMUNE  development  program in Thailand have been in the  proportion of 80%
billable research hours and 20% actual, direct expenses.  The research personnel
have been  billed at a rate of $250 per hour for the  leading  investigator  and
$125 per hour for  associate  researchers.  The direct  expenses  that have been
billed to date relate  primarily to reference  laboratory  costs associated with
quarterly  analysis of the test subjects'  immune  response to the drug therapy,
REMUNE. The individuals that continue to receive REMUNE, and whom are subject to
this quarterly  analysis,  are from our Phase II clinical  trial.  This clinical
trial was extended as an unblinded,  follow-up study with an expected completion
date of May 2003. We believe that the clinical  trial,  known as Protocol 2101B,
and the  related  follow-up  study  will  become one of the  longest  scientific
examinations of Immune Based Therapy,  or IBT, for humans infected with HIV. The
approval  of  the  follow-up  study  by two  national  committees  of  the  Thai
government was made with supporting  requests from the attending  physicians and
patients for continued access to REMUNE.  With these approvals,  patients in the
study  can  continue  to  receive  REMUNE   treatment.   Results  of  the  study
continuation  are not required by the Thai FDA in their  consideration of REMUNE
for commercialization.  However, the results from the study continuation will be
used to support REMUNE registration.

         In 2002, Trinity USA may incur significant expenses,  from $1.0 to $2.0
million,  in the application of regulatory  approvals in other  countries.  Upon
sufficient  capitalization,  we also intend to directly purchase or lease plant,
equipment  and secure  land  leases  for a  handling  and  storage  facility  in
Thailand, or lend capital to Trinity Assets Company Limited so they may purchase
or lease these  facilities  and land.  The facility will be located close to the
Bangkok  International  Airport and will receive  REMUNE  shipment in bulk.  The
facility  will be built to U.S. FDA Good  Manufacturing  Practice  standards and
provide for climate  controlled  and secure  warehousing.  The estimated cost to
construct the facility is $12 million and will require six months to one year to
construct. The capital for this project would be provided by product revenue and
the sale of shares of capital stock,  issuance of debt or financing by a banking
institution.  Until we are able to generate sufficient internal cash flow, raise
sufficient capital, or obtain financing to purchase and construct a handling and
storage facility,  we believe we can rent a facility to meet our first 12 months
distribution needs for approximately $500,000.

         We intend  to  increase  our  employment  base in the third and  fourth
quarters  of 2002.  We intend to add  clinical  study  supervisors,  engineering
consultants,  accounting  staff,  and additional  directors during the third and
fourth quarters of 2002.  From our present level of 3 full-time  employees and 1
part-time employee, who is our president,  Dr. Vina Churdboonchart,  we estimate
having about 11 employees  and/or contract  consultants by the end of the fourth
quarter  of  2002.  We  expect  that  of  the  seven  additional   employees  or
consultants,  3 will be part-time employees (accounting,  logistics,  and sales)
and 4 will be full-time employees or contract consultants  (Engineering,  Public
Relations, Regulatory Affairs, and Research and Development).

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

         Dr. Vina  Churdboonchart  spends  approximately  10 hours per week,  or
approximately  15% of her work week,  in her duties as president of Trinity USA.
She spends approximately 50 hours per week in her duties with Mahidol University
as an associate  professor and the Project  Coordinator  for clinical  trails of
HIV-1  Immunogen,  or  REMUNE.  Within  this  project,  Dr.  Vina  oversees  and
coordinates the REMUNE clinical studies and programs in Thailand.



                                       12
<PAGE>


RISK FACTORS

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

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

                       RISKS RELATING TO DISEASE TREATMENT

IF OUR  SUPPLIER  IS UNABLE TO PROVIDE  REMUNE,  WE WILL LOSE OUR SOLE SOURCE OF
PRODUCT AND REVENUE.

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

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

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

IF NEITHER THE IMMUNE RESPONSE CORPORATION, NOR TRINITY USA, IS ABLE TO SECURE A
LICENSE TO EXPORT  REMUNE FROM THE U.S.  FDA, WE WILL HAVE TO ATTEMPT TO BUILD A
MANUFACTURING FACILITY IN THAILAND OR CEASE OPERATIONS.

         In the event that neither The Immune Response Corporation,  nor Trinity
USA, is able to secure an export  license for REMUNE,  our business plan will be
severely compromised and we may be forced to cease operations.  The U.S. FDA may
approve REMUNE for export based upon any of the following:

o        the results of tests conducted in the United States;
o        approval of REMUNE by the European health authorities;
o        an  application  for an export license based upon approval of REMUNE by
         the  Thai  health  authorities  and a  review  by  the  U.S.  FDA,  for
         compliance  with specific  criteria set forth in the Federal Food, Drug
         and Cosmetic  Act, of the Thai statutes and  regulations  governing the
         approval for use,  manufacture and recall of drugs  subsequently  found
         not to be safe or effective; or
o        a direct  application in conjunction  with the Thai health  authorities
         for  approval of the export of REMUNE  based on an  application  to the
         U.S. FDA including the raw data from the trials of REMUNE  conducted in
         Thailand.

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

                                       13
<PAGE>


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

IF WE ARE UNABLE TO DISTRIBUTE REMUNE IN THAILAND WITHOUT THE CONCOMITANT USE OF
HIGHLY ACTIVE  ANTI-RETROVIRAL  THERAPY, OR HAART, OUR BUSINESS MODEL MAY NOT BE
VIABLE AND WE MAY BE FORCED TO CEASE OPERATIONS.

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

IF OUR SUPPLIER IS UNABLE TO PROVIDE REMUNE AT A PRICE WHICH CAN BE RESOLD BY US
AT AN AMOUNT THAT IS AFFORDABLE TO THE HIV INFECTED POPULATION IN OUR TERRITORY,
WE MAY NOT BE ABLE TO SUSTAIN PROFITABLE OPERATIONS.

         Our cost of REMUNE is  contractually  based  upon The  Immune  Response
Corporation's manufacturing cost, as defined under generally accepted accounting
principles,  plus an agreed upon markup percentage.  Because The Immune Response
Corporation's  manufacturing  facility has no history of volume  production,  we
cannot  determine with absolute  certainty that the price at which REMUNE may be
resold in our licensed territory will be affordable to a large enough percentage
of the HIV infected population for us to sustain profitable operations.

IF THE IMMUNE RESPONSE  CORPORATION IS UNABLE TO CONTINUE AS A GOING CONCERN, WE
WILL LOSE THE SOLE SUPPLIER OF REMUNE, OUR ONLY PRODUCT.

         The  Immune  Response  Corporation  had a net loss of  $16,343,000  and
$24,498,000  for the years ended December 31, 2001 and 2000,  respectively.  The
Immune  Response  Corporation  had an accumulated  deficit of $227,371,000 as of
December 31, 2001. The Immune Response  Corporation  also had working capital of
$501,000,  total assets of $17,498,000 and total liabilities of $5,290,000 as of
December 31, 2001.

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

IF THE THAI MINISTRY OF PUBLIC HEALTH OR FOOD AND DRUG  ADMINISTRATION  DOES NOT
APPROVE REMUNE, WE WILL BE UNABLE TO GENERATE ANY REVENUES IN THAILAND.

         Approval of REMUNE by the Thai Food and Drug Administration or Ministry
of Public Health is necessary for the marketing, distribution and manufacture of
REMUNE. If the Thai Food and Drug Administration does not approve REMUNE, REMUNE
cannot be marketed, sold or manufactured in Thailand. Without Thai Food and Drug
Administration approval, we will be unable to generate any revenue in Thailand.

IF WE DO NOT RECEIVE  REQUIRED  MARKETING  APPROVAL  FROM THE  GOVERNING  HEALTH
AUTHORITY OF THAILAND,  WE CANNOT SELL OR DISTRIBUTE REMUNE IN ANY OTHER COUNTRY
IN OUR  LICENSED  TERRITORY  AND WILL BE UNABLE TO  GENERATE  REVENUES  IN THOSE
LOCATIONS.

         We have agreed that we cannot sell or distribute  REMUNE to any country
in the  licensed  territory  unless we have  previously  received  the  required
marketing  approval for REMUNE from the governing  health  authority of Thailand
and we have  diligently  commenced  marketing  REMUNE in Thailand.  If we do not
obtain  the  required  marketing  approval,  we will be unable to  generate  any
revenues in our licensed territory.

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

                                       14
<PAGE>


IF REMUNE BECOMES OBSOLETE  BECAUSE OF THE HIV VIRUS' ABILITY TO MUTATE,  WE MAY
LOSE OUR MARKET FOR REMUNE.

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

IF REMUNE  NO  LONGER  BENEFITS  PATIENTS  THAT USE IT, WE MAY HAVE TO  WITHDRAW
REMUNE FROM THE MARKET.

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

IF THE IMMUNE RESPONSE  CORPORATION,  REMUNE'S DEVELOPER,  DOES NOT COMPLETE ITS
CLINICAL  TRIALS OF  REMUNE,  WE MAY NOT BE ABLE TO MARKET  THE  DEVELOPMENT  OF
REMUNE.

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

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

BECAUSE THE IMMUNE  RESPONSE  CORPORATION  AND  AGOURON  HAVE  TERMINATED  THEIR
COLLABORATION AGREEMENT, THE IMMUNE RESPONSE CORPORATION MAY HAVE TO ABANDON THE
DEVELOPMENT OF REMUNE.

         The Immune Response  Corporation's  primary marketing partner,  Agouron
Pharmaceuticals,  Inc.,  or  Agouron,  a Pfizer  Inc.  company,  terminated  its
collaboration agreement with The Immune Response Corporation on July 5, 2001. As
a result,  The Immune  Response  Corporation  may have to abandon REMUNE or seek
additional funding.  The termination of the Agouron/Immune  Response Corporation
collaboration  agreement  has had a material  adverse  effect on both The Immune
Response  Corporation's and Trinity USA's stock price, and therefore our ability
to successfully  raise  additional  capital to complete  REMUNE  development and
effectuate our business plans.

IF TECHNOLOGICAL  CHANGE AND COMPETITION RENDER OUR POTENTIAL PRODUCTS OBSOLETE,
WE MAY HAVE TO CEASE OPERATIONS.

         Trinity USA  anticipates  that REMUNE will face  intense and  increased
competition in the future.  There can be no assurance that existing  products or
new products for the treatment of HIV developed by competitors  will not be more
effective or more effectively  marketed and sold than REMUNE.  The biotechnology
industry  continues to undergo rapid change,  and  competition is intense and is
expected to increase.  Competitors  may succeed in developing  technologies  and
products  that  are more  effective  or  affordable  than any  which  are  being
developed by our supplier, The Immune Response Corporation, or that would render
our technology and products obsolete and noncompetitive. Many of our competitors
have substantially  greater  experience,  financial and technical  resources

                                       15
<PAGE>


and production,  marketing and development  capabilities  than us.  Accordingly,
some of our  competitors  may  succeed  in  obtaining  regulatory  approval  for
products more rapidly or effectively than us.

IF THE MANUFACTURE OF REMUNE IS CONDUCTED BY TRINITY USA IN THAILAND,  WE MAY BE
EXPOSED TO ENVIRONMENTAL LIABILITY.

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

                RISKS RELATING TO OUR HISTORY AND FINANCING NEEDS

IF WE ARE UNABLE TO PAY OUR CURRENT  AND FUTURE  OBLIGATIONS  TO TRINITY  ASSETS
COMPANY LIMITED, OUR CURRENT  DISTRIBUTION  STRATEGY COULD BE COMPROMISED AND WE
MAY BE UNABLE TO SELL OUR PRODUCT IN THAILAND.

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

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

UNANTICIPATED  CHANGES IN THAI REGULATIONS MAY LIMIT OUR ABILITY TO MANUFACTURE,
SELL OR  DISTRIBUTE  REMUNE IN  THAILAND  WHICH  WOULD  LIMIT OR PREVENT US FROM
GENERATING REVENUES.

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

OUR FUTURE SUCCESS IS UNPREDICTABLE  DUE TO OUR LIMITED OPERATING  HISTORY,  OUR
HISTORY OF OPERATING LOSSES AND THE UNCERTAINTY OF ACHIEVING PROFITABILITY.

         Due  in  large  part  to  the  significant   research  and  development
expenditures required to identify and validate new drug candidates,  we have not
been profitable and have generated operating losses since our inception in 1998.
We currently have no revenues and we are still in the developmental stage of our
business. As of March 31, 2002, we had an accumulated deficit of $7,156,314.  We
expect to continue to incur  losses for at least the next year,  and expect that
these losses could  increase as we continue to expand our sales,  research,  and
marketing force,  and our distribution  facilities in an effort to commercialize
REMUNE.  We expect to incur additional losses until such time, if ever, that our
revenues from the sale of REMUNE cover our expenses.  Achieving and  maintaining
long-term  profitability  depends on  successfully  commercializing  REMUNE.  We
cannot  assure you that we will be able to achieve any of the  foregoing or that
we will be profitable even if we successfully  commercialize REMUNE. If the time
required  to  generate  revenues  and  achieve   profitability  is  longer  than
anticipated, or if we are unable to obtain necessary capital, we may not be able
to fund and continue our operations.

IF WE ARE UNABLE TO RAISE  ADDITIONAL  CAPITAL IN THE NEXT 12 MONTHS,  WE MAY BE
FORCED TO CEASE OPERATIONS.

         Trinity  USA  requires  substantial  capital  to pursue  its  operating
strategy  and  currently  has  limited  cash  for  operations.  Other  than  our
Securities  Purchase  Agreement with La Jolla Cove  Investors,  Inc.,  which was
entered into on January 4, 2002, we do not have any other  commitments to secure
additional  capital and there is no assurance that any  additional  funds needed
will be available on favorable  terms,  if at all. We currently  anticipate that
the net proceeds from our sale of our shares of common stock from future private
placement  offerings  or  through  the

                                       16
<PAGE>


future  exercise of warrants  under our  Securities  Purchase  Agreement with La
Jolla  Cove  Investors,  Inc.,  together  with  our  available  funds,  will  be
sufficient  to meet our  anticipated  needs  for  working  capital  and  capital
expenditures through at least the next 12 months.  However, we may need to raise
additional  funds prior to the  expiration  of this period.  Until we can obtain
revenues sufficient to fund working capital needs, Trinity USA will be dependent
upon external sources of financing.

         The license and  collaboration  agreement  between  Trinity USA and The
Immune  Response  Corporation  provides for  termination by The Immune  Response
Corporation or Trinity USA if Trinity USA fails to purchase The Immune  Response
Corporation's  common stock, as required by the stock purchase agreement between
the parties, within 30 days of the event requiring purchase of the common stock.
During the next 12 months,  Trinity  USA  expects to pay at least one of the two
remaining  $5 million  payments  to The  Immune  Response  Corporation.  The two
remaining  payments  must be paid upon 1) the approval of REMUNE in Thailand for
commercial sale and 2) receipt of the required factory  establishment license or
approval from the governing health authority of Thailand to manufacture  REMUNE.
If we are  unsuccessful  in  raising  the  necessary  capital  to fund the first
milestone payment, we may lose our licensing rights for REMUNE.

IF WE ARE UNABLE TO GENERATE INTERNAL SOURCES OF LIQUIDITY,  WE MAY BE UNABLE TO
RAISE ADDITIONAL FUNDS WITHOUT SUBORDINATING THE RIGHTS OF HOLDERS OF OUR COMMON
STOCK.

         To date, we have no internal  sources of liquidity and do not expect to
generate any internal cash flow until 2003. Moreover, there is no assurance that
our estimate of our liquidity needs is accurate or that new business development
or other  unforeseen  events  will  not  occur,  resulting  in the need to raise
additional  funds. If we raise  additional funds through the issuance of equity,
equity-related or convertible debt securities, these securities may have rights,
preferences or privileges  senior to those of the rights of Trinity USA's common
stock.  The failure to raise any needed  additional funds will make it difficult
for Trinity USA to sustain or commence its primary business operations.

BECAUSE  TRINITY  USA AND  TRINITY  ASSETS  COMPANY  LIMITED  HAVE A DIRECTOR IN
COMMON,  THERE MAY BE INHERENT  CONFLICTS  OF INTEREST IN THE  EXECUTION BY THIS
DIRECTOR OF HIS DUTIES.

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

VOLATILITY OF STOCK PRICE AND ABSENCE OF DIVIDENDS MAY HURT COMMON STOCKHOLDERS.

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

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


                                       17
<PAGE>


   o     changes in estimates  of our  performance  by  securities  analysts;
   o     market conditions for biopharmaceutical  stocks in general; and
   o     other factors not within our control.

         We have  never  paid  cash  dividends  on our  common  stock and do not
anticipate paying any cash dividends in the foreseeable future.

BECAUSE OF OUR CURRENT  FINANCING  ARRANGEMENTS,  YOU COULD  SUFFER  SUBSTANTIAL
DILUTION OF YOUR INVESTMENT AND OUR STOCK PRICE COULD DECLINE SIGNIFICANTLY.

         In January 2002,  Trinity USA executed a Securities  Purchase Agreement
with a private  placement  investment  company  for the  purchase of $125,000 of
convertible debentures due in January 2003. It is expected that these debentures
will be fully  converted  prior to maturity;  and,  because of our current stock
price and the debenture  conversion  provisions,  millions of additional  common
shares may be issued, which could further reduce our stock price.

         Trinity USA also has an outstanding convertible promissory note with an
institutional  investor.  Because of our current stock price and the  promissory
note conversion provisions,  millions of additional shares may be issued to this
investor  on or before the notes  maturity  date of June 29,  2002,  which could
further reduce our stock price.  The  promissory  note contains a provision that
would limit the amount of common  shares  issuable  upon  conversion  to 500,000
shares.  However,  Trinity USA may be unable to pay the remainder of the note in
cash and would  therefore  be  required to satisfy  its  obligation  through the
issuance of possibly millions of shares of its common stock.

BECAUSE TRINITY USA ANTICIPATES  ISSUING THE MAXIMUM AMOUNT OF SHARES REGISTERED
ON  BEHALF  OF LA  JOLLA  COVE  INVESTORS,  INC.,  IT MUST  FILE  AN  ADDITIONAL
REGISTRATION  STATEMENT  WHICH  MUST BE  DECLARED  EFFECTIVE  BEFORE  ADDITIONAL
FINANCING TO TRINITY USA CAN CONTINUE.

         Trinity USA believes that in May 2002 it will reach the maximum  amount
of shares  registered  on  behalf of La Jolla  Cove  Investors,  Inc.,  which is
1,425,000 shares.  Trinity USA must file another SB-2 registration  statement in
order to accommodate  additional principal  conversions and therefore to provide
additional  cash  flow  to  Trinity  USA.  Trinity  USA  plans  to  file an SB-2
registration  statement to cover an estimated  amount of shortfall shares in May
2002.  However,  a significant  delay in effectiveness of the SB-2  registration
statement  could  adversely  effect  Trinity  USA's  ability to meet its ongoing
financial obligations and force Trinity USA to cease operations.

BECAUSE OF A SIGNIFICANT CONCENTRATION OF OWNERSHIP AND CONTROL, YOU MAY HAVE NO
RIGHT OR POWER TO TAKE PART IN THE  MANAGEMENT  OR  CONTROL OF THE  BUSINESS  OF
TRINITY USA, OR THE ELECTION OF ITS OFFICERS OR DIRECTORS.

         Our  directors,  executive  officers and  affiliates  beneficially  own
approximately 58% of the outstanding common stock of Trinity USA as of March 31,
2002. As a result,  the directors and executive  officers could exercise control
over all matters  requiring  stockholder  approval,  including  the  election of
directors and approval of significant corporate transactions. This concentration
of ownership  may have the effect of delaying or  preventing a change in control
of Trinity USA.

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


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<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         In January 2002, the Company executed a Securities  Purchase  Agreement
with a private  placement  investment  company  for the  purchase of $125,000 of
Convertible  Debentures  due in January 2003.  The debenture  bears  interest at
9.50% and is payable  monthly.  The debenture is convertible at a price equal to
the lesser of $4.00 or 83% of the  average of the three  lowest  closing  market
prices of the  Company's  common  stock  during the 20 day  period  prior to the
conversion.  At the time of conversion of the debenture,  the Company will issue
to the holder warrants to purchase an amount of common stock equal to five times
the number of shares issued upon the conversion of the debenture,  at which time
the warrants will be exercised by the holder.  The warrants are  exercisable  at
the related conversion price of the debenture.

         In accordance with the terms of the Securities Purchase Agreement,  the
Company received $50,000 of the $125,000 Convertible  Debenture upon filing of a
registration  statement to register the  underlying  shares and $75,000 when the
registration  statement was declared  effective by the  Securities  and Exchange
Commission on January 11, 2002.

         From the date of our  Securities  Purchase  Agreement  through  May 10,
2002, La Jolla Cove  Investors,  Inc. has converted  $35,000 of principal on our
convertible debenture with them, which has provided Trinity USA with $175,000 of
additional  cash and has  resulted in the  issuance of  1,304,200  shares of our
common stock.  The cash  proceeds  received from the face value of the debenture
and from the  conversions  of the debenture  were used  primarily to pay officer
salaries and  professional  fees  incurred in  connection  with our required SEC
filings.

RELIANCE ON EXEMPTIONS FROM REGISTRATION

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

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

A)  EXHIBITS:

    2.1     Agreement  for the  Exchange  of Common  Stock by and  among  August
            Project III Corp.

                                       19
<PAGE>


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

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

    3.3     By-Laws of Trinity USA

    4.1     Registration Rights Agreement

    4.2     Promissory Note

    4.3     Registration Rights Agreement

    4.4     Form of Common Stock Purchase Warrant

    4.5     Subscription Agreement

    4.6     Convertible Promissory Note

    4.7     Common Stock Unit Acknowledgement Letter

    4.8     Convertible Promissory Note (2)

    4.9     Subscription Agreement (2)

    4.10    Form of Common Stock Purchase Warrants (3)

    4.11    Form of Common Stock Subscription Agreement (4)

    4.12    Form of Promissory Note Subscription Agreement (4)

    4.13    Form of Promissory Note (4)

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

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

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

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

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

    5.1     Legal Opinion of Jenkens & Gilchrist Parker Chapin LLP



                                       20
<PAGE>


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

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

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

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

    10.5    Gary E. Wilson's Employment Agreement

    10.6    Dr. James S. Namnath's Employment Contract

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

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

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

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

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

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

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

    10.14   Investment Banker Engagement Letter (3)

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

+   Confidential  treatment  has been  requested  and  granted  with  respect to
    certain portions of this agreement.

(1) Filed on May 11,  2001 with  Trinity  USA's Form  10-QSB for the three month
    period ended March 31, 2001.

(2) Filed on August 14,  2001 with  Trinity  USA's Form 10-QSB for the six month
    period ended June 30, 2001.

(3) Filed on August 17, 2001 with Trinity USA's  Registration  Statement on Form
    SB-2.

(4) Filed on November 8, 2001 with Trinity  USA's Form 10-QSB for the nine month
    period ended September 30, 2001.

(5) Filed on January 4, 2002 with Trinity USA's  Registration  Statement on Form
    SB-2.


B)  REPORTS ON FORM 8-K

    There were no reports  filed on Form 8-K during the three month period ended
    March 31, 2002.


                                       21
<PAGE>


                                   SIGNATURES

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

                                             TRINITY MEDICAL GROUP USA, INC.

                                             Registrant

Date:    May 14, 2002                        By: /s/ Gary E. Wilson
                                                 ------------------

                                             Gary E. Wilson,
                                             Executive Vice President - Finance,
                                             Chief Financial Officer, Treasurer





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