SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 1997
Commission File No. 0-29164
TRI-NATIONAL DEVELOPMENT CORP.
(Name of Small Business Issuer in its charter)
Wyoming 33-0741573
(State of other Jurisdiction I.R.S. Employer
of incorporation or organization) Identification No.
480 Camino Del Rio S., Suite 140
San Diego, California 92108
(Address of principal executive officers)
Securities registered pursuant to section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, No Par Value Per Share
(Title of Class)
Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and 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
----- -----
As of August 1, 1997, 14,275,263 shares of the registrant's common stock
were outstanding. The aggregate market value of the Registrants's free-
trading common stock, held by non-affiliates on August 1, 1997 was
approximately $4,500,000, based on the closing price of the stock on August
1, 1997.
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TRI-NATIONAL DEVELOPMENT CORP.
FORM 10-KSB
FOR THE FISCAL YEAR ENDED APRIL 30, 1997
TABLE OF CONTENTS
INTRODUCTION PAGE
Item 1 Description of Business . . . . . . . . . . . . . . . . 3
Item 2 Management's Discussion and Analysis or
Plan of Operation. . . . . . . . . . . . . . . . . . . . 6
Item 3 Description of Property . . . . . . . . . . . . . . . . 6
Item 4 Security Ownership of Certain Beneficial
Owners and Management. . . . . . . . . . . . . . . . . . 6
Item 5 Directors, Executive Officers, Promoters
and Control Persons. . . . . . . . . . . . . . . . . . . 7
Item 6 Executive Compensation . . . . . . . . . . . . . . . . . 9
Item 7 Certain Relationships and Related
Transactions . . . . . . . . . . . . . . . . . . . . . . 9
Item 8 Legal Proceedings. . . . . . . . . . . . . . . . . . . . 9
Item 9 Market for Common Equity and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . 9
Item 10 Recent Sales of Unregistered Securities. . . . . . . . . 10
Item 11 Description of Securities. . . . . . . . . . . . . . . . 10
Item 12 Indemnification of Directors and Officers. . . . . . . . 12
Item 13 Financial Statements . . . . . . . . . . . . . . . . . . 12
Item 14 Changes in and Disagreements with
Accountants on Accounting and
Financial Disclosure . . . . . . . . . . . . . . . . . . 13
Item 15 Financial Statements and Exhibits. . . . . . . . . . . . 14
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Exhibits:
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Item 1. Description of Business
Tri-National Development Corp. ("TND" or the "Company") was incorporated on
July 31, 1979 as Rocket Energy Resources Ltd. under the laws of the
Province of British Columbia, Canada by registration of its Memorandum and
Articles. The Company changed its name to MRI Medical Technologies, Inc.
in April of 1989. On December 7, 1992, the Company changed its name to
Tri-National Development Corp. on the basis of five (5) common shares of
MRI Medical Technologies, Inc. for (1) common share of Tri-National
Development Corp. The shareholders of the Company approved a resolution to
change the corporate domicile from British Columbia, Canada to the State of
Wyoming at the Annual General Meeting held on January 20, 1997.
Tri-National Development Corp. ("TND") is a publicly traded corporation
which develops, sells and manages real estate projects in the U.S., Canada
and Mexico. TND's present projects are:
TND/MEDICAL INTERNATIONAL, INC. - a wholly owned U.S. subsidiary, was
formed to acquire, develop and/or manage medically related businesses. The
initial geographic region for this company to focus on will be California
and Baja California, Mexico. TND/Medical International, Inc. has acquired
an existing entity in California, the Greater San Diego Imaging Center,
described below.
THE GREATER SAN DIEGO IMAGING CENTER - has provided magnetic resonance
imaging (MRI) services in the San Diego area since 1990. The Company has
acquired the assets of the Greater San Diego Imaging Center, including the
Fonar magnetic resonance imaging (MRI) equipment, the space lease,
goodwill, including the name and other assets. This facility, with build
outs, was originally financed for $2.5 million. The equipment has a
current appraisal of $1.2 million and tenant improvements of $241,000. An
"open unit" upgrade was recently completed for claustrophobic and large
patients, which gives the Company the only open unit MRI facility in San
Diego, California.
The closing on this facility occurred in November of 1996 for a combination
of cash and stock for $600,000. The Company provided the 857,142 shares in
the capital of the Company for the stock portion of the acquisition and
First Colonial Ventures, Ltd., a Nevada publicly traded company, is
providing the cash portion. First Colonial Ventures, Ltd. is to receive
one third of TND/Medical International, Inc. for its contribution. In
December of 1996, the Company acquired an additional $102,177 in accounts
receivable for 291,935 common shares.
TRI-NATIONAL MEDICAL MANAGEMENT, INC. - Tri-National Development Corp. has
a 39% interest in this Vancouver, B.C. company. Tri-National Medical
Management, Inc. was incorporated to establish and manage diagnostic
imaging centers and other medical facilities in various areas of Canada.
This company is still in its development stage and expects its first
operations in 1997.
MRI MEDICAL DIAGNOSTICS, INC. - is an Over the Counter Bulletin Board
listed company under the symbol, MRMD. This company emerged from
bankruptcy in January of 1996 and as part of its Reorganization Plan, TND
received 5.9 million common shares (which represents almost 25% of the
total outstanding) in exchange for a $2.9 million claim against the estate
and 1.4 million common shares for reimbursement of ongoing expenses. The
Board of Directors of MRI Medical Diagnostics, Inc. are currently reviewing
various
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acquisition targets in the medical industry. The stock has been trading
under $.10 per share for the past several months.
As a result of the Reorganization Plan, the Company also acquired all of
the common stock of MRI Grand Terrace, Inc. MRI Grand Terrace, Inc. was
originally a joint venture between MRI Medical Diagnostics, Inc. and the
Company and previously owned the Grand Terrace Retirement Hotel. This
hotel is an 87 room retirement facility located in San Bernardino,
California. The sole asset of this corporation is a lawsuit against Chino
Valley Bank, the seller of the retirement hotel. The litigation involves
a claim by MRI Grand Terrace, Inc. and the joint venture partners that the
seller bank did not disclose the existence of an encroachment which
hindered the build out and use of the property. Consequently, MRI Grand
Terrace, Inc., the hotel, went into foreclosure and MRI Medical
Diagnostics, Inc. and the Company instituted the litigation seeking several
million dollars in damages. Chino Valley Bank has answered the suit and
there can be no assurance that the Company will benefit in any fashion from
the outcome of the litigation.
HILLS OF BAJAMAR - TND currently owns 100% of Planificacion Desarollos de
Jatay, S.A. de C.V., a Mexican corporation, having executed a contract to
acquire this entity for a combination of cash and stock from Pacific
Medical International, Inc., which was formed for the sole purpose of
owning and developing the Hills of Bajamar, formerly known as, the Santa Fe
Ranch. The Hills of Bajamar is an approximate 1,000 hectare (roughly 2,500
acre)parcel of real property located in the Municipality of Ensenada, on
the Pacific Ocean side of Baja, Mexico, 50 miles south of San
Diego,California.
Planificacion Desarollos de Jatay, S.A. de C.V. Inc. has succeeded to a
land purchase contract which provides for an overall purchase price of
$6,000,000 for the 2,500 acres ($2,400 per acre). The terms for the
remaining balance of $4,800,000 are $600,000 per year for 8 years. There
is no interest until the sixth year, when interest on the remaining balance
begins at 6% per annum. Planificacion has title to 237 acres and is
currently taking title to 247 additional acres.
The property is located in the region that has become known as "the Gold
Coast" because of the current and planned developments. Bajamar (see
below), a 1,600 acre master-planned oceanfront resort, is located directly
across the highway from the property. Bajamar is currently owned by
Desarrollos Urbanos Baja California, S.A. de C.V., whose largest
shareholder is Grupo Situr, the largest resort developer in Mexico and the
owner of the Kona Kai Hotel in San Diego. Bajamar consists of 1,600 acres,
which include 27 holes of championship golf, 81 room hotel with land set
aside for an additional 9 holes of golf, additional hotel, condominiums and
luxury family homes. Grupo Situr was in the process of an announced
$100,000,000 in improvements.
TND entered into escrow in June of 1996 to purchase the Bajamar Golf
Courses, 81 room hotel, clubhouse with restaurant, tennis courts, driving
range and approximately 300 acres of assorted residential properties on the
golf courses amounting to $39,500,000. The escrow, which had an original
expected closing by October 5, 1996, has been mutually extended.
The properties in escrow are in addition to a timeshare and commercial
property at Bajamar, which the Company is acquiring for a combination of
cash and stock. The timeshare and commerical property is on a bluff
overlooking both golf courses and the Pacific Ocean with a purchase price
of $13,279,055, and is approved for 326 timeshare units and 26,000 square
feet of retail facilities.
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The region caters primarily to Southern California travelers already
visiting Baja California, and provides an alternative attraction for the
snowbirds visiting Palm Springs, Phoenix and Las Vegas. Where these desert
communities are only viable six months of the year due to extreme heat in
the summer, Baja California offers a year round temperate climate averaging
75 degrees Fahrenheit. Additionally, Baja California offers the amenities
available from its oceanfront location including fishing, sailing,
swimming, surfing and other water sports, a competitive advantage that
desert communities cannot provide. Each month more than 2 million visitors
cross the border into Baja California for recreation and shopping,
including 500,000 people that cross for work and business. To further
enhance this region, there are two international airports located within a
60 minute drive of the property.
As indicated, the Hills of Bajamar was purchased for $2,400 per acre ($.60
per sq. meter). The purchase terms were negotiated in 1991 prior to four
events. The four events were: (1) the passage of NAFTA; (2) the
liberalization of foreign ownership of land in Mexico; (3) the California
Department of Real Estate issuing a decree that the advertisement in
California for sale of foreign homes and land is no longer subject to their
jurisdiction; and (4) the mega-developments in the area. A bank appraisal
in 1996 showed the property valued in excess of $60,000 per acre or
$30,000,000 for the 500 acres Planificacion Desarrollos de Jatay, S.A. de
C.V. is currently taking title.
Other new developments in the region include: (1) a $200 million plan to
privatize and expand the port of Ensenada, which is planned to include a 70
mile railroad link to the United States, Baja California's first container-
handling facility, and a new passenger cruise ship terminal, which is
already under construction; (2) a $400 million power plant that will
generate 440 megawatts, enough to power one million homes, to be built in
the Rosarito and Ensenada area; (3) the possible legislation of casino
gaming will be a tremendous windfall for the Mexican economy and the Baja
California coast; (4) construction is under way on Puerto Salina, a
reported $150 million, 600-boat marina that is located just one mile north
of the Hills of Bajamar or 46 nautical miles south of San Diego; (5) Beacon
Studios, a Canadian movie production company, in conjunction with Fox
Studios, has built a movie studio located on a 150-acre site just north of
the Hills of Bajamar with a project cost in excess of $55 million for the
filming of the movie, the Titanic.
LAS VEGAS HOTEL, CASINO AND TIME SHARE COMPLEX - On August 31, 1996, the
Company entered into a Letter of Intent with a Nevada holding corporation,
SW Holding Corporation, to acquire a hotel, casino and time share complex
on five acres in Las Vegas, Nevada. The hotel has a guaranteed net income
of at least $1.2 million annually against 25% of sales from the operator.
The acquisition price was $19,000,000 to be paid in cash and stock.
Mortgages and equity valued at $8,000,000 held by the seller will be
exchanged for 2,000,000 shares of the Company's preferred convertible
stock. This transaction is subject to completion of a placement of the
Company's preferred convertible stock. The Company retains a first right
of refusal on these same terms to further protect its interest. Financing
is also being sought to build an additional new high rise hotel and casino
tower, with 500 time share suites and a new 35,000 square foot casino. The
advantage to such an addition to the Company's base, will be to secure a
Nevada gaming license to compliment our resort properties in Baja,
California in the event that casino licenses are issued in Mexico.
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Item 2. Plan of Operation
The Company plans to develop a 200 acre medical campus on its Hills of
Bajamar property, utilizing the attractiveness of the lower cost for
support available in Mexico, combined with the historic quality of medicine
in the United States, located just miles south of the San Diego-Baja,
California border. The target group for the Company's services would be
tourists and ex-patriots who presently must rely on the Mexican health care
system, which is designed primarily for Mexican Nationals. The Company's
medical campus would serve the 75,000 Americans in the region and the 2
million people crossing the border each month access to U.S. quality
healthcare. Additionally, Tri-National Development Corp. will be
developing an international retirement community at this site, which also
require the medical services. This facility is in addition to the planned
326 timeshare units at Bajamar that TND is to develop.
Tri-National Development Corp. plans to develop a 200+ acre medical campus
on the 500 acre parcel at the Hills of Bajamar. Tri-National Development
Corp. is to create the concept and develop the medical campus. The medical
campus is planned to consist of the following four components: (1) a
continuing medical educational facility; (2) a pharmaceutical research and
development center, allowing pharmaceutical companies to do clinical
studies with treatment not yet available in the U.S. due to delays and hold
backs from the Food and Drug Administration (FDA); (3) an 80 to 100 bed
hospital; and (4) a 500,000 square foot year-round medical exhibition
center and merchandise mart for major manufacturers of medical equipment.
Discussions have also been held regarding the development of a Children's
Hospital accompanied by a Burn Unit, Urgent Care and Chemical Dependency
Treatment. The entire region will benefit from this new, state-of-the-art
hospital and medical facility.
Item 3. Properties
The Company leases 600 square feet of office space in Ensenada, Mexico for
$475 and 900 square feet of office space in San Diego, California for
$1,600.
Item 4. Security Ownership of Certain Beneficial Owners and Management
NUMBER OF PERCENTAGE
SHARES OF SHARES
NAME OWNED OWNED
- ---- ----- -----
Paul Goss 50,000 .37%
410 17th St., #1940
Denver, Co 80202
V.P. Legal Counsel
Jay Pasternak 81,287 .60%
4383 Bathhurst St.
North York, Ont. M3H 3P8
Director
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Jerry Parker, M.D. 842,857 6.25%
333 Locust Ave.
Los Altos, CA 94024
Director,
V.P. Medical Development
Dr. Robert Rosen 40,000 .29%
Mid South Eye Center
1731 Memorial Dr., #208
Clarksville, Tenn 37043
Director
Jason Sunstein 80,000 .59%
1666 Garnet #212
San Diego, Ca 92109
Assist. Secretary,
V.P. Investor Relations
Michael A. Sunstein 1,354,222 10.03%
2640 Del Mar Heights, #355
Del Mar, Ca 92014
Director,
President/CEO
Shares are held by beneficial holders named above (2) at April 30, 1997,
there are 13,493,621 issued and outstanding common shares (3) a total of
975,000 Employee Stock Options were issued in December of 1996 to officers
and directors.
Item 5. Directors and Executive Officers
POSITIONS HELD
NAME AGE WITH THE CORPORATION SINCE
- ------ --- -------------------- -----
Michael A. Sunstein 55 Director, CEO & 1989
President
Shane Kennedy 33 Director 1994
Arthur Lilly 65 Director 1995
Jay Pasternak 40 Director 1994
Dr. Robert Rosen 50 Director 1989
Ted Takacs 50 Director 1994
Jason Sunstein 26 Assist. Secretary, 1989
V.P. Investor Relations
Paul Goss 55 V.P. Legal Counsel 1996
Dr. Jerry Parker 60 V.P. Medical Development 1996
Michael A. Sunstein. Mr. Sunstein has been the Chief Executive Officer and
a Director of the Company since 1989. Prior to joining the Company Mr.
Sunstein spent 15 years in the housing industry, primarily with Kaufman and
Broad Homes, Inc., a New York Stock Exchange listed company, where he
served as President of the Midwestern Division. In that capacity he was
responsible for the financial, building and delivery of approximately
$30,000,000 in housing sales annually. He resigned from Kaufman and Broad
and started his own firm in the building and materials and single-family
home industry in Michigan. Mr. Sunstein built and sold more than 200 homes
prior to founding Tri-National Development Corp. in 1989.
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Paul Goss. Mr. Goss has been a Vice Resident and General Counsel to the
Company since September of 1996. Mr. Goss has been the Executive Vice
President and General Counsel for One Capital Corporation, a private
merchant bank with offices in New York and Denver since 1990. Prior to
joining One Capital Corporation, Mr. Goss was engaged in the private
practice of law in Denver, Colorado. He is a member of the Denver and
Colorado Bar Associations, the Denver Petroleum Club and Denver Athletic
Club.
Shane Kennedy. Mr. Kennedy has been a Director of the Company since 1994.
Mr. Kennedy has been an insurance adjuster for the Insurance Corporation of
British Columbia since 1990 and is also President of Northern Trader
Incorporated, which is an import and export company. He is Canadian
citizen. Mr. Kennedy received his B.A. degree in Political Science from
the University of British Columbia.
Jay Pasternak. Mr. Pasternak has been a Director of the Company since
1994. He is a Canadian citizen who has spent the last ten years in the
private practice of mental health counseling at the Denwood Institute in
Toronto, Canada, Ontario Hydro, Futures Ontario and the Hubar Memorial
Hospital, all Canadian government facilities. Mr. Pasternak is a C.L.S.
graduate from McMaster University in Hamilton, Ontario (1994) and a Human
Services Counselor graduate from George Brown University 1996.
Dr. Robert Rosen. Dr. Rosen has been a Director of the Company since 1989.
Dr. Rosen is an opthamologist and is presently Executive Director of
MAC-IPA, a 47 physician multi-specialty IPA in Montgomery County, Tennessee,
where he is responsible for policy, long range strategic planning,
physician recruitment, contracting and utilization review. From 1993 to
1995 he was Medical Director of the MidSouth Eye Center in Clarksville,
Tennessee, a private practice, and Medical Director of EYE PA, a nationwide
integrated delivery system for eyecare, a subsidiary of EYECORP/PRG. From
1992 to 1993 he was Associate Medical Director of East County Physician
Medical Group (IPA) in San Diego, California and from 1977 to 1993 he was
President and Medical Director of Eye Care Professionals in San Diego, a
single specialty medical corporation. He was also Medical Director of the
Pearle Eye Foundation from 1987 to 1993, a non-profit corporation and he
also served as Medical Director for Pearle Visioncare, a California Knox-
Keane HMO from 1986 until 1993. Dr. Rosen was Assistant Clinical
Professor of Opthamology at the University of California, San Diego from
1977 until 1993.
Ted Takacs. Mr. Takacs has been a Director of the Company since 1994. Mr.
Takacs is a Canadian citizen who for the last ten years has been engaged in
labor relations consulting and negotiation. He is presently a Constituency
Assistant to the Honorable Bill Barlee in Osoyoos, British Columbia where
he also owns and operates an orchard.
Jason Sunstein. Mr. Sunstein has been Vice President of Investor Relations
for the Company since 1989 and for MRI Medical Diagnostics, Inc. since
1992. He attended San Diego State University where he majored in Finance
and is a licensed securities broker. He is the son of Michael Sunstein.
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Dr. Jerry Parker. Dr. Parker is currently Medical Director and Director of
Radiology for several MRI centers and breast imaging centers in Northern
California since 1973. He was previously Chief of Radiology and Nuclear
Medicine at Ross General Hospital, Clinical Professor of Radiology at the
University of California, Irvine, and Instructor of Radiology at the
University of Southern California Medical Center from 1970 to 1988.
Dr.Parker received his M.D. from the University of Manitoba, Canada in
1962.
Arthur Lilly. Mr. Lilly has been a Director of the Company since 1995. He
is currently Vice President of Finance and Chief Financial Officer of
Canlan Investment Corp. From 1968 to 1994, Mr. Lilly was a partner in an
accounting firm and since January 1, 1995 has been Vice President of
Finance of Canlan Investment Corp. Mr. Lilly, a Chartered Accountant, has
a Bachelor of Commerce degree from the University of British Columbia.
ITEM 6. EXECUTIVE COMPENSATION
Currently, all officers and directors of Tri-National Development Corp.
serve with minimum compensation and have so served since they have joined
the Company.
Item 7. Certain Relationships and Related Transactions
None.
Item 8. Legal Proceedings
The Company, as identified in Note 1 and Note 3 of the April 30, 1997
financial statement, is the plaintiff in a lawsuit against Chino Valley
Bank regarding MRI Grand Terrace, Inc., an 87 room retirement facility in
Grand Terrace, California. The Company claims that the sellers of the
property (Chino Valley Bank) failed to disclose the property's parking lot
encroached on the property of the adjacent parcel of land. The case is
still pending and has not come to trial.
Item 9. Market Price and Dividends of the Registrant's Common Equity and
Related Stockholder Matters
There is presently a public trading market for the Company's common equity.
In January of 1996, the Company activated its symbol, TNAV, on the Over the
Counter Bulletin Board. The following table sets forth the trading history:
1996 Quarter High Bid Low Bid
First $0.21 $0.18
Second $0.31 $0.25
Third $0.34 $0.25
Fourth $0.34 $0.25
Until March of 1994, the Company's common stock was traded on the Vancouver
Stock Exchange.
Of the total issued and outstanding shares of the Company, roughly
2,500,000 outstanding shares are held by officers and directors of the
Company. These shares are available for sale in accordance with Rule 144.
Of the total issued and outstanding shares there are 749,483 Escrow Shares
held by the Company's transfer agent, Montreal Trust. Rule 144 provides, in
essence, that a
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shareholder who is an affiliate of the Company, after holding restricted
securities for a period of one year, may every three months, sell them in
an unsolicited brokerage transaction in an amount equal to 1% of the
Company's outstanding common shares, or the average weekly trading volume,
if any, during the four weeks preceding the sale. Non-affiliated
shareholders holding restricted securities are not subject to the 1%
limitation and may sell unlimited amounts of shares they own, under certain
circumstances, after a one year holding period. If a substantial part of
the shares which can be sold were so sold, the price of the Company's
common shares might be adversely affected.
Holders.
The Company has approximately 716 registered holders of its common stock.
Of these, roughly 704 or 98% are residents in the United States.
Dividend Policy.
The Company has never declared or paid cash dividends on its common stock,
and may elect to retain its net income in the future to increase its
capital base. The Company does not currently anticipate paying cash
dividends on its common stock in the foreseeable future.
Item 10. Recent Sales of Unregistered Securities
In the last three years the Company has issued unregistered securities
through a Private Placement at $.28, a Private Placement at $.35 and a
Shares for Debt program at $.25, pursuant to Canadian exemptions. The sale
of units in both private placements were made almost entirely to existing
shareholders. The Shares for Debt were issued to companies and individuals
with monies owed by the Company.
Item 11. Description of Securities
Common Stock.
The authorized common stock of the Company consists of 100,000,000 shares
of common stock without par value. At April 30, 1997, there were
13,493,621 issued and outstanding common shares.
The common stock has full voting rights on all matters for which
shareholder approval is required or permitted.
The common stock does not possess any preferential right to dividends and
therefore is entitled to dividends only when and if dividends on such
common stock are declared by the Board of Directors, and only from funds
legally available therefore.
Upon liquidation of the Company, the holders of shares of common stock are
entitled to share pro-rata in any distribution to common stock holders.
There are no preemptive, conversion, or redemption privileges, nor sinking
fund provisions, with respect to the common stock. All of the outstanding
shares of the stock are duly authorized, validly issued, fully paid, and
nonassessable. There are no restrictions on the alienability of the
securities being registered.
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The holders of common stock have equal ratable rights to dividends from
funds legally available therefore, when, as and if declared by the Board of
Directors of the Company; are entitled to shares ratably in all of the
assets of the Company available for distribution to holders of common stock
upon liquidation, dissolution or winding up of the affairs of the Company;
do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions applicable thereto. Such shares are
entitled to one vote per share on all matters which stockholders may vote
on at all meetings of shareholders. All shares of common stock are fully
paid and nonassessable.
Non-Cumulative Voting.
The holders of shares of common stock of the Company do not have cumulative
voting rights. Thus, the holders of more than 50% of such outstanding
shares, voting for the election of directors can elect all of the directors
to be elected, and in such event, the holders of the remaining shares will
not be able to elect any of the Company's directors.
CLASS A PREFERRED STOCK
100,000 Class A Preferred shares authorized with a par value of $1.00 each.
None issued.
CLASS B PREFERRED STOCK
10,000,000 Class B Convertible Preferred shares authorized with a par value
of $1.00. The 10,000,000 Class B Convertible Preferred shares are
authorized into two different series, 5,500,000 shares of Series A and
4,500,000 Series B.
The Class B Series A Preferred Shares are priced at $10.50 per share,
cumulate at 10.00% annually and are convertible into Common Shares at $3.00
per share once the Common Shares have traded at an average of $5.00 or
higher for 30 consecutive trading days. The Class B Series A Preferred
Shares are to be backed by a U.S. Treasury Zero bond with a face value of
$10.50 and a cost of $5.33 and various properties.
The Class B Series B Preferred Shares are priced at $4.00 per share,
cumulate at 15.00% annually and are convertible into Common Shares at $3.00
per share once the Common Shares have traded at an average of $5.00 or
higher for 30 consecutive trading days. The Class B Series B Preferred
Shares are not backed by U.S. Treasury Zero bonds. The Class B Series
Preferred Shares are used for acquisitions. As of March 31, 1997, a total
of 1,500,000 share of Series B shares were issued for acquisitions as
follows:
SHARES ISSUED ACQUISITION
- ------ ------ -----------
500,000 Pacific Medical Planificacion y Desarrolos
International, Inc. Regional Jatay, S.A. de C.V.
For Hills of Bajamar property
1,000,000 Valcas International, Inmobilaria Plaza Baja
S.A. de C.V. California, S.A. de C.V.
For Bajamar Plazas Resort and
Plaza Suite Bugambillas
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Item 12. Indemnification of Directors and Officers
The By-Laws of the Company provide for indemnification of officers and
directors. The specific provision of the By-Laws related to such
indemnification is as follows:
PART 19
INDEMNITY AND PROTECTION
DIRECTORS, OFFICERS AND EMPLOYEES
19.1 Subject to the provisions of the Company Act, the Directors shall
cause the Company to indemnify a Director or former Director of the Company
and the Directors may cause the Company to the Company is or was a
shareholder the heirs or personal representatives of any such person
against all costs, charges and judgment, actually and reasonably incurred
by him or them including an amount paid to settle an action or satisfy a
judgment in a civil, criminal or administrative action or proceeding to
which he is or they are made a party by reason of his being or having been
a Director of the Company or a director of any such corporation. Each
Director of the Company on being elected or appointed shall be deemed to
have contracted with the Company on the terms of the foregoing indemnity.
19.2 Subject to the provisions of the Company Act, the Directors may cause
the Company to indemnify any officer, employee or agent of the Company or
of a corporation of which the Company is or was a shareholder
(notwithstanding that he is also a Director) and the heirs or personal
representatives against all costs, charges and expenses whatsoever incurred
by him or them and resulting from his acting as of officer, employee or
agent of the Company (if he shall not be a full time employee of the
Company and notwithstanding that he is also a Director), and his heirs and
legal representatives against all costs, charges and expenses whatsoever
incurred by him or them and Secretary by the Company Act or these Articles
and each such Secretary and Assistant Secretary shall on being appointed be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.
19.3 The failure of a Director or officer of the Company to comply with the
provisions of the Company Act or of the Memorandum or these Articles shall
not invalidate any indemnity to which he is entitled under this Part.
19.4 The Directors may cause the Company to purchase and maintain insurance
for the benefit of any person who is or was serving as a Director, officer,
employee or agent of any corporation of which the Company is or was a
shareholder and his heirs or personal representatives against any liability
incurred by him as such Director, officer, employee or agent.
Item 13. Financial Statements
The financial statements, for the fiscal year ending April 30, 1997,
including the independent accountant's report, are attached hereto and
appear sequentially.
12
<PAGE>
Item 14. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
During the Company's last five fiscal years and the subsequent interim
period, no independent accountant who was previously engaged as the
principal accountant to audit the Company's financial statements, resigned.
The Company's accountant's financial statements did not contain an adverse
opinion or disclaimer of opinion, or modification. The decision to change
accountants was approved by the Board of Directors. There were no
disagreements with the prior accountant on any matter of accounting
principals or practices, financial statement disclosure, or auditing scope
or procedure. The change was a result of our need for a U.S. accountancy
firm familiar with U.S. GAAP (generally accepted accounting principles).
Item 15. Financial Statements and Exhibits
The financial statements provided pursuant to Item 13 begin on the next
page.
13
<PAGE>
SIGNATURES:
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1
to the Annual Report on From 10-K to be signed on its behalf by this
undersigned, thereunto duly authorized.
Tri-National Development Corp.
a Wyoming Corporation
BY: s/Michael A. Sunstein DATED: August 12, 1997
Michael A. Sunstein
Chief Executive Officer, President
Director
14
<PAGE>
LUDLOW & HARRISON
a CPA Corporation
3545 Camino Del Rio South, Suite C (619) 283-3333
San Diego, CA 92108 Fax: (619) 283-7997
- -------------------------------------------------------------------------
Independent Auditor's Report
----------------------------
We have audited the accompanying balance sheet of Tri-National Development
Corporation as of April 30, 1997, and the related statements of income,
stockholders' equity, and cash flows for the year then ended. These
financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Tri-National
Development Corporation as of April 30, 1997, and the results of its
operations and its cash flows for the year then ended in conformity with
generally accepted accounting principles.
/s/ LUDLOW & HARRISON
Ludlow & Harrison
a CPA Corporation
August 14, 1997
<PAGE>
TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEET
APRIL 30, 1997
ASSETS:
- -------
Current Assets:
- ----------------
Cash $ 33,557
Accounts Receivable 163,284
Notes Receivable (Note 2) 239,332
-----------
Total Current Assets 436,173
Investments-MRI Medical Diagnostics, Inc. (Note 3) 496,994
Investments-Hills of Bajamar (Note 4) 3,841,661
Investments-Plaza Resort Timeshares (Note 5) 13,279,055
Notes Receivable-Baja Promocion
Internacional (Note 6) 4,200,000
Property, Furniture, and Equipment (Note 7) 674,555
-----------
Total Assets $22,928,438
===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
- -------------------------------------
Current Liabilities:
- --------------------
Accounts Payable $ 227,313
Notes Payable-Current Portion 7,458
-----------
Total Current Liabilities 234,771
Notes Payable-Net of Current Portion (Note 8) 10,196,925
-----------
Total Liabilities 10,431,696
-----------
STOCKHOLDERS' EQUITY:
- ---------------------
Common Stock 7,720,982
Preferred Stock 6,000,000
Minority Interest (350,720)
Accumulated Deficit (873,520)
-----------
Total Stockholders' Equity 12,496,742
-----------
Total Liabilities and Stockholders' Equity $22,928,438
===========
See accompanying notes to financial statements.
<PAGE>
TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE FISCAL YEAR ENDED APRIL 30, 1997
REVENUES:
- ---------
Revenues $ 77,484
Minority Interest 13,597
Gain on Sale of Assets (Note 6) 3,726,917
-----------
Total Revenues 3,817,998
EXPENSES:
- ---------
General and Administrative Expenses 659,591
-----------
Income Before Unusual Items 3,158,407
-----------
UNUSUAL ITEMS:
- --------------
Gain on Debt Settlement 23,819
Write-Down of Investments (Note 9) (100,000)
-----------
Total Unusual Items (76,181)
-----------
Income Before Income Taxes 3,082,226
Income Taxes (Note 10) -
-----------
Net Income $ 3,082,226
-----------
Earnings per share-Fully Diluted 0.22
See accompanying notes to financial statements.
<PAGE>
TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE FISCAL YEAR ENDED APRIL 30, 1997
<TABLE>
<CAPTION>
PREFERRED COMMON TREASURY MINORITY ACCUM
STOCK STOCK STOCK INTEREST DEFICIT TOTAL
----- ----- ----- -------- ------ -----
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT
APRIL 30, 1996 - 3,738,369 (39,893) - (3,955,746) (257,270)
ISSUANCE OF
PREFERRED STOCK 6,000,000 6,000,000
ISSUANCE OF
COMMON STOCK 3,982,613 3,982,613
SALE OF
TREASURY STOCK 39,893 39,893
MINORITY INTEREST (350,720) (350,720)
NET INCOME 3,082,226 3,082,226
---------- ---------- ---------- ---------- ---------- ----------
BALANCE AT
APRIL 30, 1997 6,000,000 7,720,982 - (350,720) (873,520) 12,496,742
========== ========== ========== ========== ========== ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>
TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE FISCAL YEAR ENDED APRIL 30, 1997
CASH FROM OPERATING ACTIVITIES:
- -------------------------------
Net Income $ 3,082,226
Add (deduct) items not using (providing) cash:
Depreciation and Amortization 26,828
Changes in Operating Assets and Liabilities:
Increase in Notes and Accounts Receivable (390,837)
Decrease in Prepaid Expenses 3,794
Decrease in Accounts Payable(376,100)
Decrease in Accrued Interest Payable (36,145)
-----------
Net Cash Flow Provided From Operating Activities 2,309,766
-----------
CASH FROM INVESTING ACTIVITIES:
- -------------------------------
Additions to Furniture and Equipment (701,381)
Decrease in MRI Medical Diagnostics Investment 56,875
Decrease in Grand Terrace Investment 80,188
Decrease in GSDIC Investment 15,035
Purchase of Hills of Bajamar (3,534,651)
Purchase of Plaza Timeshares (13,279,055)
-----------
Net Cash Flow Used in Investing Activities (17,362,989)
-----------
CASH FROM FINANCING ACTIVITIES:
- -------------------------------
Sale of Land to Baja Promocion International (4,200,000)
Increase in Notes Payable-Net of Current Portion 10,196,925
Decrease in Notes, Loans, Guarantees Payable (213,730)
Common Stock Issued 3,982,613
Preferred Stock Issued 6,000,000
Shares Subscribed but not issued (375,336)
Treasury Stock Sold 39,893
Minority Interest (350,720)
-----------
Net Cash Flow From Financing Activities 15,079,645
-----------
Net Increase in Cash 26,422
Cash-Beginning of Fiscal Year 7,135
-----------
Cash-End of Fiscal Year $ 33,557
===========
See accompanying notes to financial statements.
<PAGE>
TRI-NATIONAL DEVELOPMENT CORP.
NOTES TO THE FINANCIAL STATEMENTS
APRIL 30, 1997
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Business Activity
Tri-National Development Corp. is a publicly traded international real
estate development and management company. The Company was incorporated on
July 31, 1979 as Rocket Energy Resources Ltd. under the laws of the
Province of British Columbia, Canada by registration of its Memorandum and
Articles. The Company changed its name to MRI Medical Technologies, Inc. in
April of 1989. On December 7, 1992, the Company changes its name to
Tri-National Development Corp. and recapitalized on the basis of five (5)
common shares of MRI Medical Technologies, Inc. for one (1) common share of
Tri-National Development Corp. In January of 1997, the Shareholders
approved a special resolution to change the corporate domicile from
Vancouver, B.C. to the state of Wyoming. On February 24, 1997, the
Company's Article of Continuation were accepted by the state of Wyoming and
it is now incorporated under the laws of the state of Wyoming. The Company
maintains its executive offices in San Diego, California at 480 Camino Del
Rio S. in Suite 140 and its telephone number is 619-718-6370.
Consolidation
The consolidated financial statements include the accounts of Greater San
Diego Imaging Center LLC, a subsidiary owned 2/3 by the Company. An offset
for the 1/3 minority interest held by First Colonial Ventures, Ltd. has
been provided for in the financial statements.
Furniture and Equipment
Furniture and equipment are stated at cost and depreciated over the
estimated useful lives of the assets (five to seven years) using the
straight line method.
2. NOTES RECEIVABLE
On December 30, 1996, First Colonial Ventures, Ltd. signed a note to the
Company to purchase a 1/3 interest of Greater San Diego Imaging Center.
At April 30, 1997, the unpaid principal was $239,332. The note is due and
payable, together with interest, on December 31, 1997.
In March 1992, the Company advanced $383,064 to MRI Medical Diagnostics,
Inc. (MRI MD) to enable MRI Grand Terrace, Inc. (Grand Terrace) to acquire
a retirement hotel located in Grand Terrace, California. The loan was
evidenced by a 15% note receivable from MRIMD and a second trust deed and
an assignment of rents from MRI Grand Terrace, Inc. On March 22, 1993,
Grand Terrace filed a complaint against Chino Valley Bank, as a result of
the purchase of the residential retirement hotel in Grand Terrace from the
Chino Valley Bank. MRI claimed that the sellers of the property (Chino
Valley Bank) had failed to disclose that the property's parking lot
encroached on the property of the adjacent parcel of land. Grand Terrace
stopped making mortgage payments to the mortgage holder (the same Chino
Valley Bank), which then filed a Notice of Default as an initial step to
foreclosure on the property. Grand Terrace then
<PAGE>
sought Bankruptcy protection in July of 1993, and was ultimately dismissed
from Bankruptcy in May of 1995. The Chino Valley Bank subsequently sold
the property in foreclosure to itself. Tri-National filed it's own action
against the Chino Valley Bank in early 1995, claiming that it was defrauded
and misrepresented when it advanced the $383,064 for the closing in 1992.
The case is still pending and has not come to trial. The Company purchased
the remaining stock of MRI Grand Terrace, Inc., as described in Note 10 to
these financial statements, in an effort to control both lawsuits against
the Chino Valley Bank, which is also a publicly traded company. As a
result of the uncertainty of the final results of the lawsuits, the Company
wrote off the investment, which at the time was $100,000.
3. INVESTMENT IN MRI MEDICAL DIAGNOSTICS INC., A COLORADO CORPORATION
In 1992 the Company sold its wholly owned subsidiary, MRI Medical
Diagnostics Inc., a California corporation. In return the Company received
6,000,000 restricted common shares of the purchaser, MRI Medical
Diagnostics Inc. (MRI-Med), a Colorado public corporation (formerly
Petro-Global, Inc.), plus certain mineral properties and leases. The mineral
properties were written down to a nil value in the records of the Company.
MRI-Med filed for Chapter 11 bankruptcy protection on July 22, 1993. After
dividends in kind totaling 2,000,000 shares in 1992 and 1993, and due to
uncertainty in the underlying value of the remaining 4,000,000 MRI-Colorado
shares held by the Company, the carrying cost of these shares was
written-off in 1994. Tri-National Development Corp. filed a reorganization
plan on behalf of MRI-Med in August 1995 and, in settlement of the litigation
described in Note 3, the Company received 5,900,000 shares of MRI-Med at a
deemed value of $0.50 per share, ordered by the U.S. Federal Bankruptcy
Court, plus 1,400,000 for reimbursement of current expenses. MRI Medical
Diagnostics, Inc. is currently a publicly traded company, with shares
trading in the $.03 to $.10 range. The investment is recorded in the books
at $496,994.
4. REAL ESTATE DEVELOPMENT PROPERTY: HILLS OF BAJAMAR
The Hills of Bajamar (formerly the Santa Fe Ranch) consists of
approximately 2,470 acres (divided into ten 247 acres parcels) of
undeveloped land located fifty miles south of San Diego, California on the
Pacific Coast of the State of Baja California, Mexico, in the Municipality
of Ensenada. The Company originally had a right to acquire a 100% interest
in the property pursuant to a series of agreements requiring ongoing
payments for each 247 acres parcel released by the vendor.
The Company subsequently entered into an agreement with Pacific Medical
International, Inc. (PMI) whereby, subject to shareholder approval, it
divested itself of all of its rights in consideration for: retention of
86.45 acres of the first parcel of the Santa Fe Ranch to be released by the
original vendor; and the greater of (1) a one percent royalty on the gross
proceeds from the sale of any land that is part of the said Santa Fe Ranch,
or (2) $150,000 for each 247 acres parcel released by the vendor, beginning
with the release of the fourth parcel and continuing with each release
thereafter.
Prior to receiving shareholder approval, the Board renegotiated the
agreement and, on June 23, 1995, the Company held an Extraordinary General
Meeting that approved the renegotiated agreement. Under the renegotiated
agreement, the Company was granted 51% of the issued and outstanding
shares of PMI with any dilution of stock to raise further funding to come
from the shareholdings of the minority shareholders of PMI and not their
treasury. PMI also agreed to assume
<PAGE>
a convertible promissory note to a Mr. Yates on renegotiated terms and
Yates agreed to such assumption by PMI. The Yates note was originally
secured by the Company's rights to its 86.45 acres of the Santa Fe Ranch.
The renegotiated note with PMI provides for Yates to receive the greater of
$2,000 or 50% of the sale price for each acre of the Santa Fe Ranch sold
until all funds due to him are paid, with Yates also to receive a lien
against the first 250 acres of the Santa Fe Ranch as security.
The Company then entered into a new agreement in November of 1996 with PMI
to acquire all right and title to the 237 acres already in escrow, as well
as, the balance of the contract for the remaining 2,233 acres for a
$700,000 promissory note payable, 500,000 shares of TND Class B Series B
Preferred Stock at a value of $4.00 per share and the return of its 51%
interest in PMI. The Company's basis in the Hills of Bajamar taking into
account cash invested, stock surrendered and notes given total, $3,841,661.
PMI remains responsible for its own debts.
5. PLAZAS RESORT TIMESHARES AND COMMERCIAL PROPERTY
In December of 1996, the Company entered into an acquisition agreement with
Valcas International, S.A. de C.V., to acquire 100% of the stock of
Inmobilario Plaza Baja California, S.A. de C.V., a Mexican corporation,
including its existing assets, which include 16+ developed acres of ocean
front land with plans for 326 timeshare resort units, plus a 26,000 square
foot adjacent commercial building under construction for $13,279,055,
payable with notes for $9,279,055 and 1,000,000 Class B Series B
Convertible Preferred shares with a value of $4.00 per share.
6. BAJA PROMOCIONES INTERNATIONAL, S.A. de C.V.
On April 27, 1997, the Company entered into an agreement to sell 200 acres
in the very northern corner of the Hills of Bajamar to Baja Promociones
International, Inc. for use as a Indy style racing facility for $4,200,000
and retained a 25% interest in the business. The Company has received a
note in the amount of $4,200,000. The buyer is to receive a credit of
$1,000,000 upon completion of the construction of the main road from the
toll road to the race facility property. The buyer is contracting to start
construction by the end of September 1997. The cost of this property was
$473,083, yielding a gain on sale of $3,726,917.
7. FURNITURE AND EQUIPMENT
Furniture and equipment consists of the following:
Furniture and equipment $701,383
Less accumulated depreciation (26,828)
--------
$674,555
========
<PAGE>
8. LONG-TERM NOTES PAYABLE
Long-term notes payable at April 30, 1997, consisted of the following:
Note payable to Valcas Internacional,
S.A. de C.V. payable in semi-
annual installments of $927,905
with interest commencing after
May 1, 1998 at 6% per annum, with
the first installment due May 1,
1998 and final installment due
November 1, 2002 $ 9,279,055
Note payable to North County Bank
Guaranteed by a stockholder and
secured by equipment, due in
monthly installments of $907,
including interest at 10.5%,
through May, 2001 35,996
Note payable to Pacific Medical
International, Inc. at 8%. Three
Payments total of $250,000 due
May 31, 1998, $350,000 due May 31,
1999 and $100,000, plus accumulated
interest due December 31, 1999 700,000
Note payable to GSDIC LLC at 10% with
A balloon payment due May 1, 1998 189,332
-----------
10,204,383
Less current portion ( 7,458)
-----------
Long-term debt, net at current portion $10,196,925
===========
Maturities at long-term debt are as follows:
Year ending
April 30 Amount
-------- ------
1998 $ 7,458
1999 2,303,423
2000 2,315,004
2001 1,866,017
2002 1,856,670
Thereafter 1,855,811
-----------
$10,204,383
===========
9. WRITE DOWN OF INVESTMENTS
The Company wrote off its investment in MRI Grand Terrace, Inc. at July 31,
1996 as it has no assets and its worth is dependant on the outcome of
litigation pending against the Chino Valley Bank (see Note 2). The amount
of the write off is $100,000.
<PAGE>
10. INCOME TAXES
The Company began the year with loss carryforwards from prior years
totaling, $4,280,257. These losses offset the net income in the current
year of $3,068,628, leaving no taxable income and no taxes for the year
ending April 30, 1997. There will be a loss carryforward available in the
amount of $1,211,629, to reduce future federal income taxes.
11. LEASES
The Company leases two office facilities in San Diego, California under
operating leases which expire in 1999 and the year 2,000, respectively.
The leases generally require the Company to pay all maintenance, insurance
and property taxes and are subject to certain minimum escalation
provisions. Rent expense for all operating leases was approximately
$44,200 for the year ended April 30, 1997.
Future minimum operating lease payments as of April 30, 1997 are as
follows:
1998 $113,382
1999 102,369
2000 30,452
--------
$246,203
========
12. GREATER SAN DIEGO IMAGING CENTER LLC
On June 4, 1996 the Company entered into an Asset Purchase Agreement with
Greater San Diego Imaging Center, LLC (GSDIC) with an effective date of
November 1, 1996. GSDIC owns and operates a magnetic resonance imaging
center in San Diego, California. The Company agreed to purchase the fixed
assets, certain trade accounts receivable, certain assignable contracts,
leases and agreements, prepaid expenses and the goodwill of the business.
The purchase price is $599,999 for the fixed assets and $1.00 for other
assets and is payable as follows:
(a)by payment of $300,000, of which $25,000 U.S. was paid upon
execution of the agreement (partially paid from deposit on letter
agreement), and
(b)by the issuance of 857,142 common shares in the capital of TND
based upon a value of $0.35 U.S. per share for total share consideration
having a value of $300,000 U.S., and
(c)subsequent to June 4, 1996, the Company agreed to purchase additional
accounts receivable in the amount of $102,700, in exchange for 291,935
common shares of TND, based on a price of $.35 per share, and
(d)on December 30, 1996, the Company entered into an agreement with First
Colonial Ventures, Ltd. to sell it 1/3 of GSDIC for $350,000 cash,
payable over 6 months. As of April 30, 1997, First Colonial had paid
$110,667.91.
13. SHARE CAPITAL
The authorized capital of the Company consists of 110,100,000 shares
divided into,100,000 Class A Preferred shares with a par value of $1.00
each; 5,500,000 Class B Series A Convertible Preferred shares with a par
value of $1.00 each; 4,500,000 Class B Series B Convertible Preferred
shares with a par value of $1.00 each, of which 1,500,000 are issued and
outstanding; and 100,000,000 common shares without par value, of which
13,493,621 are issued and outstanding.
<PAGE>
Included in the 13,493,621 common shares issued and outstanding are 749,483
common shares held in escrow and may not be released by the transfer agent,
traded in or dealt with in any manner whatsoever without the consent of the
regulatory authorities.
There were employee stock options to purchase 975,000 common shares of the
Company outstanding at April 30, 1997.
The Company carried out a private placement of 1,956,491 units of the
Company at a price of $0.285 per unit for gross proceeds of $521,971. Each
unit consisted of one common share in the capital of the Company and a two
year non-transferable share purchase warrant. Each non-transferable share
purchase warrants entitled the holder thereof to purchase one common share
in the capital of the Company at any time during the first six months of
the term of the warrant at a price of $0.285, at any time during the second
six months of the term of the warrant at a price of $0.40, at any time
during the third six months of the term of the warrant at a price of $0.55
or at any time during the final six months of the term of the warrant at a
price of $0.75. The term of the warrant commenced on the October 30, 1996.
The Company also carried out a private placement of 968,021 units of the
Company at a price of $0.35 per unit for gross proceeds of $338,807. Each
unit consisted of one common share in the capital of the Company and a two
year non-transferable share purchase warrant. Each non-transferable share
purchase warrants entitled the holder thereof to purchase one common share
in the capital of the Company at any time during the first year of the term
of the warrant at a price of $0.40 or at any time during the final year of
the term of the warrant at a price of $0.50. The term of the warrant
commenced on the October 30, 1996.
During the 12 month period ending April 30, 1997, the Company issued
3,524,640 common shares pursuant to a Share for Debt program, retiring
$881,160 in debt (see Note 11).
14. RELATED PARTY TRANSACTIONS
The aggregate payments paid and accrued to related parties during the year
are as follows:
Management and consulting fees $59,229.49
15. SHARES FOR DEBT
The Company completed debt settlement agreements with various creditors
representing a total indebtedness of approximately $881,160. Pursuant to
the agreements, each creditor received shares in the capital of the Company
at a deemed price of $0.25 per share.
16. OPTIONS AND WARRANTS
Issued and Outstanding Common Shares at April 30, 1997:
Stock Options Granted During the Year:
975,000 Employee Stock Options were issued in December of 1996 to
purchase common shares in the capital of the Company at a price of $.25
per share and expiring December 31, 1999 (see Note 8). At April 30,
1997, no Employee Stock Options had been exercised.
<PAGE>
Warrants Granted During the Year:
1,956,491 two year warrants were granted as part of the private placement
completed during the year. Each unit of the private placement was priced
at $.285 per unit (see Note 8). At April 30, 1997, 529,407 warrants had
been exercised at $.285 and there were 1,427,085 warrants outstanding.
968,021 two year warrants were granted as part of the private placement
completed during the year. Each unit of the private placement was priced
at $.35 per unit (see Note 8). At April 30, 1997, no warrants had been
exercised and 968,021 remained outstanding.
14. SUBSEQUENT EVENT
The Company issued a single issuer private placement in July 1997 for
375,000 common shares at $.40 per share for $150,000 with warrants to
purchase an equal number of shares at a price of $1.00 per share for 1
year.
Directors: M.A. Sunstein
Jay Pasternack
Ted Takacs
Shane Kennedy
Dr. Robert Rosen
Arthur Lilly
Dr. J.J. Parker
<PAGE>
SCHEDULE "C"
MANAGEMENT DISCUSSION
APRIL 30, 1997
The Company has undergone many changes and is in the process of
implementing more changes, which are included in this years proxy
statement.
The Company announced a contract for the acquisition of the Greater San
Diego Imaging Center through its U.S. subsidiary, TND/Medical
International, Inc. (TNDMI), a California corporation. The closing
occurred in December of 1996 for $300,000 cash and the issuance of 857,142
common shares. The Company provided the stock portion of the acquisition
and First Colonial Ventures, Ltd., a Nevada publicly traded corporation, is
to provide the cash portion of the acquisition. First Colonial Ventures,
Ltd. is to receive one third of the Greater San Diego Imaging Center for
its contribution. The Greater San Diego Imaging Center has proceeded with
the completion of an "open unit" upgrade, thus giving the Company the only
open unit magnetic resonance imaging (MRI) center in San Diego for large
and claustrophobic patients.
The Company announced in June of 1996 that it entered into an escrow to
purchase a significant portion of the 1,600 acre Bajamar Resort in Baja
California, Mexico for $39,500,000US. Bajamar is a world class resort
located directly across the highway from the Company's Santa Fe Ranch
property, now the "Hills of Bajamar". The primary focus of the acquisition
consists of 27 holes of championship golf, 80 acres for an additional 9
holes, a 81 room hotel, a clubhouse with restaurant, tennis courts, driving
range and assorted residential properties surrounding the golf courses
amounting to an additional 300 acres. Tri-National Development Corp. is
proceeding to close at the earliest possible date.
TND has also contracted with a Mexican corporation for an additional parcel
at Bajamar, which they purchased for $13,279,055 and is approved for 326
timeshare units and 26,000 square feet of commercial space. The plans are
drawn and all of the infrastructure for the site is in place. The 103 year
old Wall Street real estate investment banking firm, Sonnenblick-Goldman
Co., has been retained as the exclusive procurer for debt and equity
financing.
The Company has entered into a first right of refusal agreement for the
possible acquisition of a timeshare, hotel and casino complex in Las Vegas,
Nevada. The advantage of such an addition to the Company's base, will be
to secure a Nevada gaming license to compliment our resort properties in
Baja, California in the event that casino licenses are issued in Mexico.
The Nevada property that is the subject of the contract is currently
earning approximately $1,000,000 annually from the hotel portion only.
The Company closed a private placement in October 1996, for $521,971 for
1,956,491 units. Each unit consisted of one common share and one share
purchase warrant. The Company announced and closed an additional private
placement of $338,807 for 968,021 units in October of 1996. Each unit
consisted of one common share and one share purchase warrant.
The use of proceeds for both private placements included approximately
$200,000 to close the acquisition of MRI Grand Terrace, Inc. and the
Greater San Diego Imaging Center. In addition, over $200,000 in legal and
professional fees were used for these acquisitions, as well as, the MRI
Medical Diagnostics, Inc. reorganization plan. The balance of
approximately $150,000 was used for general working capital over the last
two years.
<PAGE>
The Company's shareholders approved, in 1994, a share for debt exchange
with its creditors. The majority of the Company's creditors accepted the
exchange for approximately $881,160 of debt, thus leaving the Company
virtually debt free. This enhanced our balance sheet allowing us to
attract other possible acquisitions, as well as, outside financing. A
total of 3,524,640 common shares of the Company were issued to satisfy this
obligation.
The Company held a shareholder vote in January of 1997 to change our
corporate domicile from Vancouver, B.C. to Wyoming. The Company chose
Wyoming because it has a reciprocal arrangement with British Columbia that
allowed us to change domicile but retain our existing Corporation Articles
and free trading stock positions. Any other change of domicile would have
required a new two year hold period on our existing share holdings. The
other major reason for change of domicile is the stringent controls of the
VSE, specifically the prohibition on the part of the VSE in regard to
acquisition and development projects in Mexico, which has kept us from
trading in Canada for the last two years. Our change of domicile is now
complete and we have filed a Form 10-SB registration statement, which makes
us a fully reporting U.S. company. The Company also plans to make
application for a NASDAQ listing, which is a step up from our current Over
the Counter listing, "TNAV".
Management of the Company also determined that it was in the best interests
of the Company to delist from the Vancouver Stock Exchange (VSE) and
instructed its legal counsel to make the application for delisting from the
VSE. Management of the Company determined that the current business of the
Company was not suited to the VSE due to the fact that its main focuses are
on medically related resorts and real estate that is located in the United
States and Mexico, with the possibility of projects in Canada; and its
shareholder base is primarily located in the United States. Also, the
Company anticipates that future financing will be conducted through
brokerage houses or financiers located in the United States.
ON BEHALF OF THE
BOARD OF DIRECTORS
/s/ MICHAEL A. SUNSTEIN
Michael A. Sunstein, President
Tri-National Development Corp.
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