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The following is an excerpt from a SB-2/A SEC Filing, filed by TRINITY MEDICAL GROUP INC on 9/25/2002.
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TRINITY MEDICAL GROUP INC - SB-2/A - 20020925 - PART_II

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 607.0850 of the Florida Business Corporation Act permits indemnification of officers and directors of the Registrant under certain conditions and subject to certain limitations. Section 607.0850 of the Florida Business Corporation Act also provides that a corporation has the power to purchase and maintain insurance on behalf of its officers, directors, employees, and agents against any liability asserted against those person and incurred by him or her in such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of Section 607.0850 of the Florida Business Corporation Act.

Article VI of the Bylaws of the Registrant provides that the Registrant shall indemnify officers and directors of Trinity USA or its officers and directors that serve any other corporation or other enterprise in any capacity at the request of Trinity USA. Trinity USA has never requested that any of our officers or directors serve as an officer or director of another corporation.

The rights to indemnity thereunder continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, and administrators of the person. In addition, expenses incurred by a officer, director, employee or agent in defending any action, suit or proceeding by reason of the fact that he or she is or was a officer, director, employee or agent of the Registrant shall be paid by the Registrant if he or she is successful in defending the suit, whether on the merits or otherwise, and those expenses may be paid by the Registrant in other situations unless such officer, director, employee or agent is adjudged liable for negligence or misconduct in the performance of his or her duties.

Article X of the Registrant's Certificate of Incorporation provides that the Registrant shall indemnify all persons whom it may indemnify pursuant to
Section 607.0850 of the Florida Business Corporation Act to the full extent permitted by such Section 607.0850 of the Florida Business Corporation Act.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table shows the estimated expenses in connection with the issuance and distribution of the common stock being registered:

SEC registration fees..........................................$      172
Legal fees and expenses........................................$    7,000
Accounting fees and expenses...................................$    5,000
Miscellaneous..................................................$    1,000
                                                               ----------
TOTAL:                                                         $   13,172
                                                               ==========

RECENT SALES OF UNREGISTERED SECURITIES.

On December 31, 1999, Trinity USA and August Project III Corp. entered into an Agreement for the Exchange of Common Stock. August Project III Corp. issued to Trinity USA's shareholders 5,226,000 shares of its common stock in exchange for 100% of the outstanding shares of Trinity USA. In addition, shareholders of August Project III Corp. sold 4,867,000 shares to the shareholders of Trinity USA in exchange for $175,000. Following the exchange, 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 III Corp, and Trinity USA was a wholly owned subsidiary of August Project III. On January 5, 2000, August Project III Corp. changed its name to Trinity Medical Group USA, Inc. August Project issued shares of its common stock to the Trinity USA shareholders in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. Trinity USA believes that the exemption afforded by Section 4(2) of the Securities Act is applicable to the August Project transaction because it was a sale of

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securities by an issuer not involving a public offering. The August Project shares were offered only to fifteen (15) accredited and sophisticated investors in an offering not involving a general solicitation. The sophisticated investors in the August Project transaction had knowledge in financial and business matters such that they were capable of evaluating the merits and risks involved in an investment in August Project's securities. Each of the investors received a copy of and reviewed August Project's financial statements, had the opportunity to obtain any additional information necessary to verify the accuracy of the information contained in the financial statements and was given the opportunity to meet with representatives of August Project and to have them answer any questions and provide additional information regarding the terms and conditions of that particular investment deemed relevant by the investors; and all such questions were answered and requested information provided to each investor's full satisfaction.

The total number of persons to whom these securities were issued was 15. The names of the persons to whom these securities were issued are as follows:

NAME                                    COMMON SHARES EXCHANGED

Churdboonchart Trinity Trust                           7,200,000
Trinity Partners Trust                                   400,000
Eastern Frontier                                         175,000
Black Hills Investment                                   175,000
Baldwin Family Trust                                      50,000
Coleman Abbe                                              22,500
Bob Rubin                                                  5,000
Atlas Equity                                               5,500
Ron Mcdonald                                              40,000
Stephen Devanney                                          20,000
Dr.  Buranaj Smutharako                                  500,000
Virongrong Chaisiriroj                                   500,000
Ubolrattana Mahidol                                      500,000
Dr.  Vina Churdboonchart                                 450,000
Elizabeth Namnath                                         50,000
                                                          ------

  Total                                               10,093,000
                                                      ==========

In connection with a December 1999 private placement Trinity USA issued 154.5 notes. The notes were sold in units. Each unit cost $5,000 and consisted of a $5,000, 10% per annum note of Trinity USA due August 31, 2001 convertible into 5,000 shares of Trinity USA's common stock, $0.001 par value, per share. The aggregate offering price was $772,500 and Trinity USA received net proceeds of approximately $767,500. On December 11, 2000, Trinity USA converted the total principal balance of these notes and the related accrued interest and commissions into 878,538 shares of its common stock. The proceeds from this private placement were used to satisfy Trinity USA's initial developmental business expenses.

The total number of persons to whom these securities were issued was 26. The names of the persons to whom these securities were issued are as follows:

                                              $ VALUE OF        NUMBER OF COMMON
                                                UNITS            SHARES ISSUED
NAME                                          PURCHASED         UPON CONVERSION*

Alan Cornell                                  $ 50,000              52,181
Patrick H. and Lee M. Miller                   100,000             104,436
Ken Leiner                                      25,000              26,126
Meir Morag                                      25,000              25,989

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                                              $ VALUE OF        NUMBER OF COMMON
                                                UNITS            SHARES ISSUED
NAME                                          PURCHASED         UPON CONVERSION*

Gary Coover                                     25,000              25,986
Marcaud Cook & CIE, SA                         100,000             104,745
Robert Gibson                                   12,500              12,997
Grant Bettingen                                 12,500              12,979
Wasson Family Trust                             80,000              83,474
Fred Buelow                                     15,000              15,564
John Colwell                                    20,000              20,883
Andre Pringo                                     5,000               5,213
Steve Shannon                                   25,000              26,066
Phillip Mirabelli                                5,000               5,199
Coleman Abbe                                    25,000              26,178
Nancy Abbe Trust                                50,000              52,356
Rubin Family Stock Trust                        25,000              26,178
John Ogle                                       40,000              41,809
Eric Weiss Charitable Remainder Unitrust        50,000              52,186
Anthony Spaulding                                5,000               5,141
John D. Shulman                                 35,000              36,492
Martin Vulliez                                   5,000               5,188
Jim Palmersheim                                 25,000              25,948
HR Granger                                      12,500              12,974
                                              --------             -------
  Subtotal                                    $772,500             806,288

10% COMMISSIONS PAID WITH COMMON STOCK

John Colwell                                                        11,500
Eastern Frontier Trust                                              54,000
Black Hills Investment Corp.                                         6,750
                                                                   -------
    Total Shares Issued                                            878,538
                                                                   =======

* Number of shares issued upon conversion included the conversion of the principal amount, related accrued interest and accrued 10% commission.

In connection with a June 2000 private placement, Trinity USA initially issued 158.5 preferred stock units at $4,000 per unit. Because Trinity USA was not authorized to issue preferred stock, the units were subsequently changed to common stock units. Each unit consists of one thousand shares of Trinity USA's common stock, par value $.001, and a non-callable common stock purchase warrant. Each of the warrants entitles the registered holder to purchase up to one thousand shares of Trinity USA's 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 an earlier date as Trinity USA may determine. Trinity USA received net proceeds of approximately $571,000 under this private placement offering. The proceeds from this private placement will be used to meet Trinity USA's continuing operating expense requirements, including the cost of filing the aforementioned Registration Statement.

The total number of persons to whom these securities were issued was 36. The names of the persons to whom these securities were issued are as follows:

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                                             COMMON     WARRANT
                                             SHARES      SHARES
NAME                                         ISSUED     ISSUABLE         TOTAL

Larry A. Berman Profit Sharing Plan          13,000       13,000         26,000
Larry A. Berman                               4,000        4,000          8,000
Karl Bratin                                   3,000        3,000          6,000
Milan Bratin                                 25,000       25,000         50,000
Robert Brooks                                 4,000        4,000          8,000
Bella Claravall                               5,000        5,000         10,000
Gractia Chieffe                               2,000        2,000          4,000
Edgar Orquiola                                2,000        2,000          4,000
Michael Pallin                                8,000        8,000         16,000
Ganija Pjetrovic                              3,000        3,000          6,000
Ruzdija Pjetrovic                             3,000        3,000          6,000
Donald Swartz                                 7,000        7,000         14,000
Charles H. Roeske                             3,000        3,000          6,000
Torunn Curtis                                 2,000        2,000          4,000
James Garnett                                10,000       10,000         20,000
John Gross                                    5,000        5,000         10,000
Anthony Spaulding                             4,000        4,000          8,000
Hilary Spaulding                              1,000        1,000          2,000
Glen Anthony                                  1,000        1,000          2,000
Ron Harper                                    1,000        1,000          2,000
Steve Koppenjan                               2,500        2,500          5,000
Kellie Mowdy                                  1,000        1,000          2,000
Jens Pechbrenner                              2,000        2,000          4,000
Richard Vane                                  1,000        1,000          2,000
Christopher Garife                            1,000        1,000          2,000
David Carroll                                 3,000        3,000          6,000
Balmore S.A.                                 25,000       25,000         50,000
Douglas Wasson                                6,000        6,000         12,000
Thomas Wasson                                 4,000        4,000          8,000
Donald L. Barr                                2,000        2,000          4,000
Gaylord LLC                                   4,000        4,000          8,000
Michael J. Gallagher                          1,000        1,000          2,000

COMMISSION WARRANTS

Salomon Grey                                      0        8,200          8,200
Eastern Frontier                                  0        2,500          2,500
Black Hills Investment Corp.                      0        3,150          3,150
John Colwell                                      0        2,000          2,000
                                            -------      -------        -------
    Total                                   158,500      174,350        332,850
                                            =======      =======        =======

On October 19, 2000, Trinity USA issued a $500,000 convertible promissory note to RoyCap Inc. The note matures on October 19, 2001 and bears interest at 8% per annum, with interest payments due and payable semi-annually. The note is convertible at the conversion price equal to the lesser of (i) $4.00 or (ii) 80% of the average closing bid price of the common stock, par value $0.001, for the ten (10) consecutive trading days preceding the conversion date. The note is convertible at the option of the holder for the entire term of the note. The note is convertible at the option of Trinity USA provided that the SB-2 registration statement declared effective by the SEC on May 23, 2001 has been effective for ninety (90) consecutive days and Trinity USA's common stock has had a closing bid price equal to or greater than $4.00 for the five (5) consecutive trading days preceding the delivery of the conversion notice. On the date of conversion, Trinity USA shall also issue to the holder a warrant to purchase the number of shares of Trinity USA's common stock equal to aggregate the number of shares of common stock issued upon conversion of this note. The warrant shall have an exercise price equal to $4.00 per share and shall have a term of five years from its date of issuance. Interest accruing on the note is payable, at the option of Trinity USA, in cash or in accordance with the aforementioned conversion terms of the note.

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The covenants of the note prevent Trinity USA from pledging any of its assets, including licenses, to any third party or incurring any indebtedness senior to the note. The covenants of the note also require Trinity USA to use its reasonable best efforts to cause the aforementioned registration statement to be declared effective by the Securities and Exchange Commission, or SEC, within 90 days of the issuance of the note and to respond to the SEC's review comments within 5 business days. If this registration statement is not declared effective within 120 days of the issuance of the note, Trinity USA must pay as liquidated damages 2% of the purchase price of the note for each 30-day period until the statement is effective. Trinity USA also granted piggyback registration rights with respect to the warrant shares. If this registration statement is not declared effective within 120 days of the issuance of the note, Trinity USA must pay as liquidated damages 2% of the purchase price of the note for each 30-day period until the statement is effective. Therefore, the total liquidated damages that may need to be paid if this registration statement is not declared effective within 120 days of the issuance of the note is 4% of the purchase price of the note for each 30-day period until the statement is effective.

Trinity USA received net proceeds of approximately $450,000 under this exempt offering. The proceeds from this exempt offering will be used to meet Trinity USA's continuing operating expense requirements, including the cost of filing the aforementioned Registration Statement.

On June 22, 2001, RoyCap Inc. converted its $500,000 convertible promissory note dated October 19, 2000, and related accrued interest and liquidated damages of $57,752, into 319,666 shares of the Trinity USA's common stock. In addition, a warrant to purchase 319,666 shares of Trinity USA's common stock at an exercise price of $4.00 per share until June 22, 2006 was granted as per the terms of this note. Trinity USA recorded an additional charge to interest expense of $353,448 for the fair value of the beneficial conversion feature.

On June 22, 2001 and June 29, 2001, Trinity USA issued warrants to purchase an aggregate of 25,000 and 16,521 shares, respectively, of its common stock to the control persons of L.H. Friend, Weinress, Frankson & Presson, LLC in connection with an engagement letter between Trinity USA and L.H. Friend dated June 22, 2001. The terms of the engagement letter require L.H. Friend to provide certain investment banking services to Trinity USA. In December 2001, Trinity USA issued L.H. Friend an additional 5 year warrant to purchase a total of 15,000 shares of Trinity USA's common stock at an exercise price of $1.00 per share.

On June 29, 2001, in connection with a Regulation S offering, Trinity USA issued a $500,000 convertible promissory note to RoyCap Inc. The note matured on June 29, 2002, but was extended to February 28, 2003 as explained below. The note bears interest at 8% per annum, with interest payments due and payable semi-annually. The note is convertible at the conversion price equal to the lesser of (i) $4.00 or (ii) 80% of the average closing bid price of the common stock, par value $0.001, for the ten (10) consecutive trading days preceding the conversion date. The note is convertible at the option of the holder for the entire term of the note. The note is convertible at the option of Trinity USA provided that the registration statement to be filed to register the underlying common shares and warrant shares has been effective for ninety (90) consecutive days and Trinity USA's common stock has had a closing bid price equal to or greater than $4.00 for the five (5) consecutive trading days preceding the delivery of the conversion notice. Interest accruing on the note is payable, at the option of Trinity USA, in cash or in accordance with the aforementioned conversion terms of the note.

Trinity USA received net proceeds of approximately $450,000 under this offering. The proceeds from this offering were used to meet Trinity USA's continuing operating expense requirements.

On August 29, 2002, Trinity USA amended the convertible promissory note dated June 29, 2001 to extend its maturity date to February 28, 2003. As part of the inducement to extend the maturity date of the note, Trinity USA granted RoyCap Inc. five-year warrants to purchase a total of 1,000,000 shares of Trinity USA's common stock at an exercise price of $.10 per share. On the date of conversion of the remaining principal balance of the note, $300,000 as of August 29, 2002, Trinity USA shall also issue to RoyCap Inc. a warrant to purchase such number of shares of Trinity USA's common stock equal to aggregate the number of shares of common stock issued upon conversion of the outstanding note. The warrant shall have an exercise price equal to $.10 per share of the Trinity USA's common stock and shall have a term of five years from its date of issuance. The exercise price of the warrants to be issued upon conversion of the remaining principal, if any, was changed from $4.00 per share to $.10 per share as per the terms of the amendment to the note.

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On August 29, 2002, Trinity USA also issued a $50,000 convertible promissory note to RoyCap Inc. The note matures on February 28, 2003 and bears interest at 8% per annum, with interest due and payable on February 28, 2003. All other terms of the note are the same as the terms of the note dated June 29, 2001 and as amended on August 29, 2002. Both the note dated June 29, 2001 and the $50,000 convertible promissory note are collateralized and secured by a total of 1,200,000 shares of restricted common stock of The Immune Response Corporation, which is held and owned by Trinity USA. If the close price of The Immune Response Corporation common stock is below $0.30 for five consecutive trading days during the term of the notes, RoyCap Inc. is entitled to declare the notes immediately in default. On August 30, 2002, The Immune Response Corporation's common stock closed at $0.55.

The covenants of the notes prevent Trinity USA from pledging any of its assets, including licenses, to any third party or incurring any indebtedness senior to the note. On August 29, 2002, however, RoyCap Inc. agreed to prospectively waive this covenant as it relates to Trinity USA possibly pledging its remaining 800,000 shares of The Immune Response Corporation as collateral with other possible third party creditors.

On November 8, 2001, RoyCap Inc. converted $100,000 of the $500,000 principal balance outstanding on the convertible promissory note dated June 29, 2001, into 98,658 shares of Trinity USA's common stock. In addition, a warrant to purchase 98,658 shares of Trinity USA's common stock at an exercise price of $4.00 per share until November 8, 2006 was granted as per the terms of this note. Trinity USA recorded an additional charge to interest expense of $49,866 for the fair value of the beneficial conversion feature associated with the warrants issued.

On January 16, 2002, Trinity USA converted $19,200 of accrued interest associated with the convertible promissory note dated June 29, 2001 into 18,113 shares of Trinity USA's common stock. In addition, a warrant to purchase 18,113 shares of Trinity USA'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 Trinity USA's common stock. In addition, a warrant to purchase 169,837 shares of Trinity USA'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. Trinity USA recorded an additional charge to interest expense of $24,933 for the fair value of the beneficial conversion feature associated with the warrants issued.

On April 30, 2002 and on May 31, 2002, RoyCap Inc. converted $25,000 each of the principal balance outstanding on the convertible promissory note dated June 29, 2001 into 371,140 and 578,704 shares, respectively, of Trinity USA's common stock. In addition, warrants to purchase 371,140 and 578,704 shares of Trinity USA's common stock at an exercise price of $4.00 per share and exercisable until April 30, 2007 and May 31, 2007, respectively, were granted as per the terms of this note. Trinity USA recorded an additional aggregate charge to interest expense of $24,933 for the fair value of the beneficial conversion feature associated with the warrants issued.

Trinity USA entered into the following financing transactions in the third and fourth quarter of 2001. The total number of persons to whom these securities were issued was 6. The names of the persons to whom these securities were issued also follows below:

On September 26, 2001, Trinity USA sold 50,505 shares of its common stock for $.99 per share to a foreign investor. In connection therewith, Trinity USA issued a 5 year warrant to purchase 5,000 shares of Trinity USA's common stock at an exercise price of $1.98 per share. The gross proceeds from the sale of the common stock were $50,000. Trinity USA paid the selling agent a 10% cash commission and issued him a 5 year warrant to purchase 2,500 shares of Trinity USA's common stock at an exercise price of $1.98 per share.

On October 1, 2001, Trinity USA issued a $20,000 promissory note to an individual. The note had a maturity date on or before November 15, 2001, bore interest at 10% per annum and was uncollateralized. At the maturity date, the outstanding principal amount of the promissory note plus all accrued and unpaid interest shall be due and payable in cash or, at the option of Trinity USA, converted into debt or equity securities which may be issued in connection with a possible private placement by Trinity USA of its debt or equity securities to certain

II-6


accredited or institutional investors completed at or prior to the maturity date. In connection with the issuance of the promissory note, Trinity USA issued the Holder a 5 year warrant to purchase 2,000 shares of Trinity USA's common stock at an exercise price of $1.80 per share. Trinity USA paid the selling agent a 10% cash commission totaling $2,000. The promissory note and related accrued interest were converted into 19,253 shares of Trinity USA's common stock on November 12, 2001.

In November 2001, Trinity USA sold a total of 200,00 shares of its common stock for prices ranging from $1.00 to $1.10 per share to accredited investors. In connection therewith, Trinity USA issued 5 year warrants to purchase a total of 42,500 shares of Trinity USA's common stock at exercise prices ranging from $1.80 to $2.40 per share. The gross proceeds from the sale of the common stock were $215,000. Trinity USA paid a 10% cash commission to the selling agents and issued a 5 year warrant to purchase a total of 2,500 shares of Trinity USA's common stock at an exercise price of $2.40 per share.

                                    COMMON         WARRANT
                                    SHARES          SHARES
NAME                                ISSUED         ISSUABLE         TOTAL

Anthony Ulaski                      19,253            2,000         21,253
Four Corners Investment, Corp.      50,000           12,500         62,500
Milan Bratin                        50,505            5,000         55,505
J. Galt, Inc.                       50,000            5,000         55,000
Darryl Cohen                        75,000           18,750         93,750
Robert Banov and Amy Banov          25,000            6,250         31,250
                                   -------           ------        -------
    Total                          269,758           55,500        325,258
                                   =======           ======        =======

In December 2001, Trinity USA issued 1,000,000 shares of its common stock to Trinity Assets Company Limited to satisfy its entire outstanding liability to Trinity Medical Group Ltd., a non-operating subsidiary of Trinity Assets Company Limited, as of November 30, 2001 and to satisfy $1,050,701 of its outstanding liability to Trinity Assets Company Limited as of November 30, 2001. The price per share utilized in this transaction, $1.34, was equal to the average closing price of Trinity USA's stock for the five business days preceding the date that the parties agreed to settle all or a portion of the amounts owed by Trinity USA as of November 30, 2001. Immediately after the transaction was completed, Trinity Assets Company Limited owned approximately 7.7% of Trinity USA's issued and outstanding common stock.

In January 2002, Trinity USA executed a Securities Purchase Agreement with a private placement investment company, La Jolla Cove Investors, Inc. for the purchase of $125,000 of Convertible Debentures due in January 2003. The debenture bore interest at 9.50% and was payable monthly. The debenture was convertible at a price equal to the lesser of $4.00 or 83% of the average of the three lowest closing prices of Trinity USA's common stock during the 20 day period prior to the conversion. A total of 240,841 shares of common stock were issued in connection with the principal conversions of $36,000, and a total of 1,184,159 shares of common stock were issued in connection with the exercise of warrants, which resulted from the principal conversions and generated proceeds of $179,140. Trinity USA repaid the debentures' remaining principal balance of $89,000 on May 31, 2002. As part of the early extinguishments of this debenture, Trinity USA granted a one-year common stock purchase warrant for the purchase of 2,000,000 shares to the private placement investment company. The warrants become exercisable on December 1, 2002.

During May and June 2002, Trinity USA sold a total of 3,935,385 shares of its common stock for prices ranging from $.05 to $.13 per share to accredited investors. In connection therewith, Trinity USA issued one-year warrants to purchase a total of 3,935,385 shares of Trinity USA's common stock at exercise prices ranging from $.08 to $.39 per share. The net proceeds from the sale of the common stock units were $206,000.

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The total number of persons to whom these securities were issued was 19. The names of the persons to whom these securities were issued are as follows:

                                               COMMON SHARES     WARRANT SHARES
                                                   ISSUED            ISSUABLE
NAME

Barry Ollman                                      200,000              200,000
Black Hills Investment, Corp.                     200,000              200,000
Darryl Cohen                                      200,000              200,000
David Thirlwall                                   120,000              120,000
Four Corners Investment, Corp.                    200,000              200,000
Robert F. McCullough Jr.                          800,000              800,000
Jay Stone                                         100,000              100,000
Joseph J. Romei                                   100,000              100,000
Joseph Scherpf                                    100,000              100,000
Kendall Stone                                     100,000              100,000
Kenneth G. Puttick                                200,000              200,000
Kenneth G. Puttick                                200,000              200,000
Lawrence Coben                                    200,000              200,000
Leonard Smith and Jane D. Smith                   200,000              200,000
Michael and Lisa Brown                            200,000              200,000
Michael S. Brown                                  300,000              300,000
Val Gribble                                       115,385              115,385
Robert B. Scapa                                   100,000              100,000
Robert Banov and Amy Banov                        200,000              200,000
Robert E. McWilliams                             100,000               100,000
                                                 --------              -------

    Total                                       3,935,385            3,935,385
                                                =========            =========

RELIANCE ON EXEMPTIONS FROM REGISTRATION

Trinity USA issued and sold its securities in each of the private placements described above in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933 and Rule 506 of Regulation D, promulgated thereunder, except the June 29, 2001 and August 29, 2002 financing transactions with RoyCap Inc. and the September 26, 2001 transaction with Milan Bratin which was done in reliance of Regulation S. Trinity USA believes that the exemption afforded by Section 4(2) of the Securities Act and Rule 506 is applicable to the issuances described above because each was a transaction by an issuer not involving a public offering. We believe that the exemption from registration provided by Rule 506 was available because we sold our securities only to accredited investors, as defined in Rule 501 of Regulation D, in a transaction not involving a general solicitation and in accordance with the general requirements set forth in Rule 502 of Regulation D.

EXHIBITS.

(A) EXHIBITS

EXHIBIT DESCRIPTION

2.1 Agreement for the Exchange of Common Stock by and among August Project III Corp (7)

3.1 State of Florida Articles of Incorporation of August Project III dated July 1997 (7)

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3.2 State of Florida Certificate of Amendment of the Certificate of Incorporation of Trinity USA dated January 2000 (7)

3.3 By-Laws of Trinity USA (7)

4.1 Registration Rights Agreement (7)

4.2 Promissory Note (7)

4.3 Registration Rights Agreement (7)

4.4 Form of Common Stock Purchase Warrant (7)

4.5 Subscription Agreement (7)

4.6 Convertible Promissory Note (7)

4.7 Common Stock Unit Acknowledgement Letter (8)

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)

4.19 Amendment No. 1 to Convertible Promissory Note (6)

4.20 Amendment No. 2 to Convertible Promissory Note (11)

5.1 Legal Opinion of Jenkens & Gilchrist Parker Chapin LLP (11)

10.1 Sublicense and Supply Agreement between Trinity USA and Trinity Medical Group, Ltd. dated as of August 4, 2000 (7)

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10.2 Supplement to Sublicense and Supply Agreement between Trinity USA and Trinity Assets Company Limited dated August 5, 2000 (7)

10.3 Amendment No. 1 to the License and Collaboration Agreement dated September 29, 2000 (7)

10.4 Assignment Agreement between Trinity Medical Group, Ltd. and Trinity USA dated August 3, 2000 (7)

10.5 Gary E. Wilson's Employment Agreement (7)

10.6 Dr. James S. Namnath's Employment Contract (7)

10.7 License and Collaboration Agreement between Trinity Medical Group, Ltd. and The Immune Response Corporation dated September 15, 1995+ (8)

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

(8)

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

(9)

10.10     Dr. James S. Namnath's Employment Agreement,  dated February
          2, 2001 (9)

10.11     Amendment No. 2 to the License and  Collaboration  Agreement
          dated May 8, 2001(1)+ (10)


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)

10.15     Amendment No. 1 to Stock Purchase  Agreement between Trinity
          USA and The Immune Response  Corporation dated June 26, 2002
          (6)

10.16     Amendment  No.  3 to  License  and  Collaboration  Agreement
          between  Trinity  USA and The  Immune  Response  Corporation
          dated June 26, 2002 (6)

10.17     Supplement  No. 2 to The  Sublicense  and  Supply  Agreement
          between Trinity USA and Trinity Assets Company Limited dated
          June 26, 2002 (6)

10.18     Supplement  No. 3 to The  Sublicense  and  Supply  Agreement
          between Trinity USA and Trinity Assets Company Limited dated
          August 5, 2002 (6)

23.1      Consent of Jenkens & Gilchrist  Parker  Chapin LLP (included
          in Exhibit 5.1)


23.2      Consent of Independent Certified Public Accountants (11)


99.1      Certification  Pursuant to 18 U.S.C.  Section  1350  Adopted
          Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002
          (6)

99.2      Certification  Pursuant to 18 U.S.C.  Section  1350  Adopted
          Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002
          (6)


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

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+ 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.
(6) Filed on August 16, 2002 with Trinity USA's Form 10-QSB for the six month period ended June 30, 2002.
(7) Filed on October 20, 2000 with Trinity USA's Registration Statement on Form SB-2.
(8) Filed on December 22, 2000 with Trinity USA's Registration Statement on Form SB-2.
(9) Filed and February 13, 2001 with Trinity USA's Registration Statement on Form SB-2.
(10) Filed on May 11, 2001 with Trinity USA's Registration Statement on Form SB-2.
(11) Filed herewith.

UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) File, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:

(i) Include any prospectus required by Section 10(a)(3) of the Securities Act of 1993;

(ii) Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered, for instance if the total dollar value of securities offered would not exceed that which was registered, and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

The undersigned Registrant hereby undertakes to deliver or cause to be delivered with the Prospectus, to each person to whom the Prospectus is sent or given, the latest annual report to security holders that is incorporated by reference in the Prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3 of Regulation S-X are not set forth in the Prospectus, to deliver, or cause to be delivered to each person to

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whom the Prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the Prospectus to provide such interim financial information.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, Section 607.0850 of the Florida Business Corporation Act or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities, other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding, is asserted by such director, officer, or controlling person in connection with the securities being registered hereunder, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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BROKERAGE PARTNERS