SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10QSB
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934
For the period ended July 31, 1998
Commission File No. 0-29164
TRI-NATIONAL DEVELOPMENT CORP.
(Name of Small Business Issuer in its charter)
Wyoming 33-0741573
(State of Incorporation) (I.R.S. ID)
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 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
----- -----
Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. /X/
As of September 14, 1998, 19,430,947 shares of the registrant's common
stock were outstanding.
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TRI-NATIONAL DEVELOPMENT CORP.
FORM 10QSB
FOR THE PERIOD ENDED JULY 31, 1998
INDEX
PAGE
PART I FINANCIAL INFORMATION
Item 1 Financial Statements (Unaudited)
a) Consolidated Statements of Operations
For the Three Months Ended
July 31, 1997 and 1998. . . . . . . . . . . . . . . . . .3
b) Consolidated Balance Sheets
As of July 31, 1997 and 1998. . . . . . . . . . . . . . .4
c) Consolidated Statements of Cash Flows
For the Three Months Ended
July 31, 1997 and 1998. . . . . . . . . . . . . . . . . .5
d) Notes to Financial Statements . . . . . . . . . . . . . .6
Item 2 Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . 16
PART II OTHER INFORMATION
Item 1 Legal Proceedings . . . . . . . . . . . . . . . . . . . 21
Item 6 Exhibits and Reports on Form 8-K. . . . . . . . . . . . 21
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
2
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PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
THREE MONTHS ENDED
JULY 31, 1998 JULY 31, 1997
------------- -------------
REVENUES:
- ---------
Revenues $ 249,618 $ 114,493
Minority Interest - -
Gain on Sale of Assets - -
---------- ----------
Total Revenues 249,618 114,493
EXPENSES:
General and Administrative Expenses 548,947 187,854
---------- ----------
Income Before Unusual Items (299,329) (73,361)
---------- ----------
UNUSUAL ITEMS:
Gain (Loss) on Debt Settlement - -
Gain on Sale of MRI Medical
Diagnostics Inc. shares - -
Write-Down of Investments - -
---------- ----------
Total Unusual Items - -
---------- ----------
Minority Interest - (9,234)
Income Before Income Taxes (299,329) (82,595)
Income Taxes - -
---------- ----------
Net Income $ (299,329) $ (82,595)
========== ==========
Earnings per share-Fully Diluted $ (0.013) $ 0.001
========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
3
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TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS
Assets: JULY 31, 1998 JULY 31, 1997
- ------- ------------- -------------
Current Assets:
- ----------------
Cash & Cash Equivalents $ 11,411 $ 97,200
U. S. Treasury Bills 211,000 -
Accounts Receivable 388,286 202,549
Chino Bank Judgement Receivable (Note 2) 5,154,125 -
Notes Receivable (Note 3) - 237,633
----------- -----------
Total Current Assets 5,764,821 537,382
Investments:
NetRom, Inc. Convertible Preferred Stock
(Note 4) 3,000,000 -
NetRom, Inc. Common Stock (Note 10) 4,200,000 -
MRI Medical Diagnostics, Inc. (Note 5) 20,050 496,994
Hills of Bajamar (Note 6) 3,785,290 3,841,661
Plaza Resort Timeshares (Note 7) 13,079,055 13,279,055
Activity Link, Inc. ( Note 8) 165,801 -
Assisted Living-Youngtown (Note 9) 4,002,300 -
Assisted Living-San Marcos 32,500 -
----------- -----------
Total Investments 28,284,995 17,617,710
Notes Receivable-Baja Promocion
Internacional (Note 10) - 4,200,000
Property, Furniture, and Equipment
(Note 11) 637,062 658,672
----------- -----------
Total Assets $34,686,878 $23,013,764
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY:
- -------------------------------------
Current Liabilities:
- --------------------
Accounts Payable $ 379,445 $ 246,423
Chino Bank Judgement Legal Expenses
Payable (Note 2) 1,803,944 -
Loans Payable-Short Term (Note 12) 877,751 -
Notes Payable-Current Portion 507,441 7,062
----------- -----------
Total Current Liabilities 3,568,581 253,485
Notes Payable-Net of Current Portion
(Note 13) 9,786,961 10,187,034
Deferred Income - Chino Bank Judgement
(Note 2) 3,350,181 -
Accrued Taxes on Income (Note 14) - -
----------- -----------
Total Liabilities 16,705,723 10,440,519
----------- -----------
STOCKHOLDERS' EQUITY:
- ---------------------
Common Stock 9,235,722 7,870,847
Preferred Stock 9,458,000 6,000,000
Minority Interest - (341,486)
Retained Earnings ( Deficit ) (712,567) (956,116)
----------- -----------
Total Stockholders' Equity 17,981,155 12,573,245
----------- -----------
Total Liabilities and
Stockholders' Equity $34,686,878 $23,013,764
=========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
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TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
THREE MONTHS ENDED
JULY 31, 1998 JULY 31, 1997
------------- -------------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income from Operations $ (299,329) $ (82,596)
Depreciation and Amortization - 16,456
Accumulated Deficit & Minority Interest 884,364 9,234
Net Changes in Operating Assets
and Liabilities:
Notes and Accounts Receivable (902,229) (37,566)
Prepaid Expenses - -
Accounts Payable 133,022 19,111
Chino Bank Judgement Legal Expenses
Payable 1,803,944 -
Deferred Income - Chino Bank Judgement 3,350,181 -
----------- -----------
Net Cash Flow From Operating
Activities 4,969,953 (75,361)
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Equipment, Furniture & Fixtures 21,610 (573)
Sale of Land to NetRom, Inc. (7,200,000) -
MRI Medical Diagnostics Investment 476,944 -
U. S. Treasury Bills (211,000) -
Activity Link, Inc.-Investment (165,801) -
Sale of Land-Hills of Bajamar 56,371 -
Youngtown Assisted Living-Investment (4,002,300) -
San Marcos Assisted Living- Investment (32,500) -
Plaza Timeshares-Investment 200,000 -
----------- -----------
Net Cash Flow from Investing Activities (10,856,676) (573)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Notes Payable 978,059 (10,288)
Proceeds from Common Shares 1,364,875 149,865
Proceeds from Preferred Shares 3,458,000 -
Shares Subscribed but not issued - -
Treasury Stock - -
Proceeds from Common Shares-
MRI Diagnostics - -
----------- -----------
Net Cash Flow From Financing Activities 5,800,934 139,577
----------- -----------
Net Increase in Cash (85,789) 63,643
Cash-Beginning of Fiscal Year 97,200 33,557
----------- -----------
Cash-End of Fiscal Year $ 11,411 $ 97,200
=========== ===========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
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TRI-NATIONAL DEVELOPMENT CORP.
NOTES TO THE FINANCIAL STATEMENTS
July 31, 1998 (Unaudited)
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 changed 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 Articles of Continuation were accepted by the state of Wyoming
and it is now incorporated in good standing 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.
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include the accounts of Greater San
Diego Imaging Center, a 100% owned subsidiary and Activity Link, Inc.,
owned 100% by the Company. All material intercompany accounts and
transactions have been eliminated in the consolidation.
EARNINGS PER SHARE
Primary earnings per share have been computed based on the weighted average
number of shares and equivalent shares outstanding during each period. The
dilutive effect of stock options and warrants has been considered in the
computation of equivalent shares and is included from the respective dates
of issuance.
The fully diluted computation is based on the number of shares for the
three months ended July 31, 1998 and 1997. The computation contemplates
the dilutive effects of common stock equivalent shares as well as
conversion of the convertible preferred stock issued during the last twelve
months.
Since the date of issuance of the warrants and options, both primary and
fully diluted earnings per share computations limit the assumption of the
repurchase of treasury shares to a maximum of 20% of the outstanding shares
of the Company.
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.
6
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2. CITIZENS BUSINESS BANK AWARD RECEIVABLE
In March 1992, the Company advanced $383,064 to MRI Medical Diagnostics,
Inc. for a joint venture interest in its subsidiary, MRI Grand Terrace,
Inc., a California corporation, to enable it to acquire a retirement hotel
located in Grand Terrace, California. In addition to the joint venture
interest, the loan was evidenced by a 15% note receivable from MRI Medical
Diagnostics, Inc. and a second trust deed and an assignment of rents from
MRI Grand Terrace, Inc.. On March 22, 1993, MRI Grand Terrace, Inc. filed
a complaint against Chino Valley Bank, now known as Citizens Business Bank
(AMEX:CVB), as a result of the purchase of the residential retirement hotel
in Grand Terrace from the Chino Valley Bank. MRI Grand Terrace, Inc.
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. Contrary to the bank's representations, the
Conditional Use Permit (CUP) under which the hotel was operating was in
violation, which restricted the ability of TND and MRI Grand Terrace, Inc.
to operate, refinance or sell the facility. MRI Grand Terrace, Inc.
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. MRI Grand Terrace, Inc. then 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. TND 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
Company purchased the stock of MRI Grand Terrace, Inc., as described in
Note 4 to these financial statements, in an effort to control both
lawsuits. As a result of the uncertainty of the final results of the
lawsuits, the Company previously wrote off the investment. In May of 1998,
TND and MRI Grand Terrace, Inc. received judgements in their favor for
fraud, intentional misrepresentation and deceit/negligent misrepresentation
in the Superior Court of San Bernardino, California. TND and MRI Grand
Terrace, Inc. received judgements totaling almost $5 million dollars,
including punitive and compensatory damages, plus pre-trial interest.
Beginning May 7th, 1998 the $5 million judgement begins accruing, post
judgement interest of 10% or $1,400 per day until the full award is paid.
A 35% portion of the award is due to the Company's attorney. The
attorneys, however, have filed for recovery of over $800,000 of those fees
as an additional award to be heard September 25, 1998.
3. NOTES RECEIVABLE
On December 30, 1996, First Colonial Ventures, Ltd., a Nevada publicly
traded company, signed a note to the Company to purchase a 1/3 interest of
Greater San Diego Imaging Center for $350,000, payable over twelve months.
As of April 30, 1998, First Colonial had paid a total of $112,367, with
unpaid principal, interest and penalties of $357,748. The Company has
declared First Colonial in default and has retained the 1/3 interest as
liquidated damages.
4. NETROM, INC. CONVERTIBLE PREFERRED STOCK
In January of 1998, the Company, on behalf of its wholly owned subsidiary,
Planificacion y Desarrollo Regional Jatay, S.A. de C.V., a Mexican
corporation, sold 50 acres of its Hills of Bajamar property to NetRom,
Inc., a California publicly traded corporation for $60,000 per acre, for a
total purchase price of $3,000,000, plus construction and management
contracts on said 50 acres.
7
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NetRom, Inc. delivered to Tri-National Development Corp. at closing,
1,000,000 shares of its preferred stock at a value of $3.00 per share for
a total value of $3,000,000. The preferred stock will cumulate interest at
a rate of 15% per annum and will be convertible into common stock at $3.00
per share or market price for the 10 day average prior to the date of
conversion, which ever is less, but in no event less than $1.50 per share.
The conversion date is at the option of Tri-National Development Corp.,
however, no sooner than 12 months from the date of closing and in no case
later than 15 days after the common stock of NetRom, Inc. trades at or
above $4.00 per share for a period of thirty consecutive days.
Additionally, NetRom, Inc. will provide TND warrants to purchase 1,000,000
common shares at a price of $1.25 per share, presuming that NetRom, Inc.
achieves its stated projection of $.31 per share in earnings for the year
ending December 31, 1998. In the event that NetRom, Inc. falls below the
$.31 per share earnings projection, but no lower than $.21 in earnings for
that period, then the warrant price will fall to $1.00 per share. Further,
if the earnings fall to between $.11 and $.21, then the option price will
be reduced to $.75 per share and in the event the earnings fall below $.11
per share, the option price will be reduced to $.50 per share. The price
and terms for the property are based on arms length negotiations between
the parties and was approved by the Board of Directors of TND and the
shareholders of NetRom, Inc. at their Annual Meeting of Shareholders, held
on January 19, 1998.
In June of 1998, NetRom, Inc. exercised an option to acquire an additional
200 acres of the Company's Hills of Bajamar property for $4.2 million. The
$4.2 million was paid with 4.2 million restricted shares of NetRom, Inc.
common stock. By exercising its option to acquire the 200 acres, NetRom,
Inc. increases their total holdings to 250 acres The combined parcel will
be utilized via a joint venture arrangement with Tri-National to develop an
extreme sports destination resort on a 500 acre total parcel. This
investment of 4.2 million common shares of NetRom, Inc. represents
approximately 30% of the total shares outstanding of NetRom, Inc.
5. 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 to Petro-Global, Inc., a
Colorado publicly traded corporation. In return the Company received
6,000,000 restricted common shares of the purchaser, Petro-Global, Inc.,
plus certain mineral properties and leases. In 1992, the mineral
properties were written down to a nil value in the records and the name was
changed from Petro-Global, Inc. to MRI Medical Diagnostics, Inc.(MRI-Med).
MRI-Med filed for Chapter 11 bankruptcy protection in July 1993 in
conjunction with the Chino Valley Bank action (see Note 2). After
dividends in kind totaling 2,000,000 shares in 1992 and 1993 to TND
shareholders, and due to uncertainty in the underlying value of the
remaining 4,000,000 MRI-Med 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 (2), 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 shares for
reimbursement of current expenses. In July of 1997, MRI-Med recapitalized
on a 1 for 5 basis. The investment is recorded in the books at a cost of
$496,994. The Company declared and paid a stock dividend of 750,000 shares
of MRI-Med to TND shareholders of record August 31, 1997 and declared a
second stock dividend of an additional 750,000 to TND shareholders
8
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of record January 27, 1998. After the stock dividends paid to TND
shareholders in 1992, 1993, 1997 and 1998, and shares sold to finance the
reorganization the Company retains approximately 415,000 post-split shares
of MRI-Med. MRI-Med is currently traded on the Over the Counter Bulletin
Board under the symbol "MMDI" and trades in the $.05 to $.10 range.
6. 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 side 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.
In an effort to accommodate the Vancouver Stock Exchange, which the Company
was trading on at the time, the Company entered into an agreement with
Pacific Medical International, Inc. (PMI) whereby, subject to TND
shareholder approval, TND 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
Shareholder 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 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 provided 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 were 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 then fully paid and 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. In January of 1998, the Company converted the
$700,000 promissory note into 1,000,000 common shares of the Company. The
Company's basis in the Hills of Bajamar taking into account cash invested,
stock issued and notes given total, $3,843,661. PMI remains responsible
for its own debts, including Mr. Yates.
The Company is in the process of taking title to an addition 257 acres and
placing the balance of 2,000 acres of Hills of Bajamar in trust with
balance due of $220,000 at this date.
9
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7. 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
Inmobilaria Plaza Baja California, S.A. de C.V., a Mexican corporation,
including its existing assets, which include 16+ developed acres of ocean
front land within the Bajamar resort complex with plans for 328 vacation
ownership (timeshare) units, known as the Players Club at Bajamar, plus a
26,000 square foot adjacent commercial building under construction for
$13,079,055, payable with notes for $9,079,055 and 1,000,000 Class B Series
B Convertible Preferred shares with a value of $4.00 per share. See Note
14 for details on the Notes Payable.
8. ACTIVITY LINK, INC.
In January of 1998, TND, through its wholly owned subsidiary, Tri-National
Resorts Management, Inc., acquired 100% of Activity Link, Inc., a Nevada
corporation, for a combination of $228,000 in cash and 75,000 shares of
restricted Common Stock in TND and a quarterly distribution of profits in
the amount of 15% once Activity Link, Inc. has achieved $300,000 in annual
net profits and equally thereafter. Activity Link, Inc. owns the
proprietary rights to "Activity Link", a reservation system for many
different types of tourist activities that will be accessed directly by the
concierge desks of major hotels and resorts. The hotels and resorts will
be billed for each ticket or reservation paid through Activity Link. The
first three beta sites for Activity Link are being prepared for a vacation
ownership developer in Hawaii, starting in late 1998. Once beta testing is
complete, Activity Link plans to initially target the 500 hotels in Hawaii.
In addition, the Company intends to utilize Activity Link for its own
vacation ownership and resort properties. As of July 31, 1998, no
restricted Common Stock in TND had been issued in connection with this
acquisition. On September 3, 1998, the Board of Directors of TND authorized
the spinoff of Activity Link, Inc. to become its own publicly traded
corporation. The Board further authorized management, at its discretion,
to distribute a percentage of the Activity Link shares to shareholders of
TND, after a registration.
9. ASSISTED LIVING
In January of 1998, TND finalized negotiations and executed agreements to
purchase its first assisted living facility to be built and delivered, for
a combination of $110,000 in cash, 864,500 shares of the Company Class B
Series B Convertible Preferred Stock and a new mortgage for a total of
$8,140,000. Tri-National, through a newly formed subsidiary, Alpine Gardens
East, intends to own this 100 suite assisted living facility in Youngtown,
Arizona. This 100-unit facility is planned to include 40 two-bedroom units
and 60 one-bedroom units. In June of 1998, the Company closed on this
property. Financing is expected to be in place through FHA by September of
1998 at which time the Company intends to break ground on the construction.
As of July 31, 1998, the Company had paid a total of $65,000 in cash and
issued 864,500 shares of Class B Series B Convertible Preferred Stock.
10. BAJA PROMOCIONES INTERNATIONAL, S.A. de C.V.
ASSIGNMENT TO NETROM. 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 an Indy style
racing facility for $4,200,000 and retained 25% interest in the business.
The Company received a note in the amount of $4,200,000. The buyer was to
receive a credit of
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$1,000,000 upon completion of the construction of the main road from the
toll road to the race facility property. The buyer was expecting to start
construction by April 1, 1998. The original cost of this property was
$473,083, yielding a gain on sale of $3,726,917. In April of 1998, Baja
Promociones International, Inc. assigned their rights, title and interest
to NetRom, Inc. (see Note 4) for inclusion in their planned sports-related
destination resort.
11. FURNITURE AND EQUIPMENT
Furniture and equipment consists of the following:
Furniture and equipment $713,611
Less accumulated depreciation (76,549)
--------
$637,062
========
12. LOANS PAYABLE-SHORT TERM
During the year end April 30, 1998, the Company issued a Private Placement
of nine-month Corporate Notes at 10% interest per annum to institutional
and accredited investors. The investors principal and interest are bonded
by New England Surety Co., for up to $8 million. The primary use of
proceeds generated from the $8 million will be used for the construction of
the first 41-unit phase of the Players Club at Bajamar vacation ownership
(timeshare) complex. The Company has, at its option, the ability to
renegotiate for up to an additional $15 million of bonding from New England
Surety Co., once the $8 million has been placed, using the first completed
41-unit phase as collateral. The Company intends to repay the principal
and interest with cash flow generated from vacation ownership sales. As of
July 31, 1998 the Company placed $801,964 in Corporate Notes.
14. LONG-TERM NOTES PAYABLE
Long-term notes payable at April 30, 1998, consisted of the following:
Note payable to Valcas Internacional,
S.A. de C.V., plus accrued interest
Of 6%, maturing November 1, 2002 $ 6,228,140
Note payable to Valcas Internacional,
S.A. de C.V., plus accrued interest
of 6%, maturing November 1, 2002 2,398,238
Note payable and cash payable to
DUBSCA upon closing of vacation
ownership (timeshare) project 1,200,000
Note payable to North County Bank
Guaranteed by a stockholder and
secured by equipment, due in
monthly installments of $864,
including interest at 10.5%,
through October, 2001 26,694
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Note payable to Commercial Money
Center secured by GSDIC
Equipment, due in monthly installments
of $17,889 for 63 months 441,330
-----------
10,294,402
Less current portion ( 507,441)
-----------
Long-term debt, net of current portion $ 9,786,961
===========
Maturities at long-term debt are as follows:
Year ending
April 30 Amount
-------- ------
1999 $ 507,441
2000 1,901,129
2001 1,918,531
2002 5,459,860
-----------
$ 9,786,961
===========
15. INCOME TAXES
The Company began the year with loss carryforwards from prior years
totaling, $413,239. These losses increase the net loss carryforwards in
the current quarter to $299,329. There will be a loss carry forward in the
amount of $413,239 to reduce future federal income taxes.
16. LEASES
The Company leases two office facilities in San Diego, California and one
in Ensenada, Baja California under operating leases which expire in 1999
and the year 2000, 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 $34,200 for the three months ended July 31, 1998.
Future minimum operating lease payments as of July 31, 1998 are as follows:
1999 $136,400
2000 140,600
--------
$277,000
========
17. GREATER SAN DIEGO IMAGING CENTER
This facility has provided magnetic resonance imaging (MRI) services in the
San Diego area since 1990. On June 4, 1996 the Company entered into an
Asset Purchase Agreement with Greater San Diego Imaging Center (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:
12
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(a) by payment of $325,000, 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 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) on December 30, 1996, the Company entered into an agreement with First
Colonial Ventures, Ltd., Nevada publicly traded company, to sell it 1/3 of
GSDIC for $350,000 cash, payable over twelve months. As of April 30, 1998,
First Colonial had paid a total of $112,367, with unpaid principal,
interest and penalties of $357,748. The Company has declared First
Colonial in default and has retained the 1/3 interest as liquidated damages.
This facility, with tenant improvements, was originally financed for $2.5
million. The equipment has a current appraisal of $1.2 million and tenant
improvements valued at $241,000. An $75,000 "open unit" upgrade was
completed for claustrophobic and large patients.
18. RELATED PARTY TRANSACTIONS
The aggregate amounts paid and accrued to related parties during the
quarter follows:
Management Compensation and Consulting Fees $45,000.
19. 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 2,364,500 are issued and
outstanding; and 100,000,000 common shares without par value, of which
19,230,947 were issued and outstanding at July 31, 1998.
PREFERRED STOCK
CLASS A PREFERRED STOCK
100,000 Class A Preferred shares authorized with a par value of $1.00 each.
No Class A Preferred Shares have been 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.
CLASS B SERIES A PEFERRED STOCK
No Class B Series A Preferred Shares have been issued.
13
<PAGE>
CLASS B SERIES B PREFERRED STOCK
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 Convertible
Preferred Shares are used for acquisitions only and have no voting rights
until converted into Common Stock. As of April 30, 1998, a total of
2,364,500 share of Class B Series B Convertible Preferred Shares were
issued for acquisitions as follows:
Shares Issued TO Acquisition
- ------ --------- -----------
500,000 Pacific Medical International,Inc. Planificacion y Desarrolos
Regional Jatay, S.A. de C.V.
For Hills of Bajamar property
1,000,000 Valcas International, S.A. de C.V. Inmobilaria Plaza Baja
California, S.A. de C.V.
For Bajamar Plazas Resort and
Plaza Suite Bugambillas
864,500 Solymar, Inc. Assisted Living Property
In Youngtown, Arizona
COMMON STOCK
The authorized Common Stock of the Company consists of 100,000,000 shares
of Common Stock without par value. At July 31, 1998, there were 19,230,947
shares issued and outstanding.
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.
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.
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.
14
<PAGE>
STOCK FOR LOTS CONVERSION
During the year end April 30, 1998, the Company carried out a Private
Placement to existing shareholders for 4,000 square foot residential lots
at the Hills of Bajamar. The cash price per lot was $10,000 and the stock
price per lot was 5,000 shares of Common Stock at a value of $2.00 per
share. As of July 31, 1998, a total of 13 shareholders subscribed to the
Private Placement for a total 21 lots, totaling 185,000 shares of Common
Stock.
Once the master plan for the Hills of Bajamar is completed, which is
expected to be by October 30, 1998, a plot selection will be sent out to
all of the participants in the Private Placement, on a first-come first-
served basis. Once the participants have made a lot selection, their Common
Stock will be cancelled.
20. OPTIONS AND WARRANTS
STOCK OPTIONS GRANTED AND EXERCISED DURING THE YEAR:
In December of 1996, 975,000 Employee Stock Options were issued to officers
and Directors to purchase Common Stock in the Company at a price of $.25
per share, expiring December 31, 1999. As of July 31, 1998, a total of
875,000 Employee Stock Options were outstanding.
As of July 31, 1998, a total of 1,000,000 Employee Stock Options were
issued to officers to purchase Common Stock in the Company at a price of
$.50 per share and expiring December 31, 1999. As of July 31, 1998, no
Employee Stock Options had been exercised at $.50 per share.
WARRANTS GRANTED AND EXERCISED DURING THE YEAR:
In 1996,the Company carried out a private placement of 1,945,741 units of
the Company at a price of $0.285 per unit for gross proceeds of $521,971.
Each unit consists of one common share in the capital of the Company and a
two year non-transferable share purchase warrant. Each non-transferable
share purchase warrant entitles 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. As of July 31, 1998, a total of 832,167 warrants had been exercised,
leaving 1,115,909 warrants unexercised.
In 1996, the Company also carried out a private placement of 968,020 units
of the Company at a price of $0.35 per unit for gross proceeds of $338,807.
Each unit consists of one common share in the capital of the Company and a
two year non-transferable share purchase warrant. Each non-transferable
share purchase warrant entitles 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
15
<PAGE>
30, 1996. As of July 31, 1998, a total of 775,073 warrants had been
exercised, leaving 192,947 unexercised.
During the year ended April 30, 1998, the Company carried out a private
placement of 1,601,777 units of the Company for gross proceeds of
approximately $650,000. Each unit consists of one common share in the
capital of the Company and a one year non-transferable share purchase
warrant for a term of one year. Each non-transferable share purchase
warrant entitles the holder thereof to purchase one common share in the
capital of the Company at any time during the year of the term of the
warrant at an average price of approximately $.80 per share. As of July
31, 1998, no warrants for this private placement have been exercised and
approximately 874,277 warrants had expired. The shares issued pursuant to
this private placement are restricted securities as defined by Rule 144.
RECENT SALE OF SECURITIES
In July of 1998, the Company carried out a single issuer private placement
for 500,000 shares at a price of $.35 per share. No warrants were attached
to the placement. The shares issued pursuant to this private placement are
restricted securities as defined by Rule 144.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
OVERVIEW
Greater San Diego Imaging Center is the magnetic resonance imaging ("MRI")
facility the company acquired in 1997. This center has provided services to
the San Diego medical community since 1990. From 1997 to 1998, the facility
gross increased by over 50%. The increase is based on aggressive new
marketing following on the addition of a $75,000 "open gap" upgrade, which
allowed the facility to cater to overweight and large patients as well as
claustrophobic patients that could not tolerate the very closed other units
in San Diego.
Another public company, First Colonial Ventures, Ltd., had contracted for
a one third ownership position in the center and was to pay the company
$350,000 for that percentage. However, after paying in excess of $100,000
of the contracted amount, First Colonial defaulted on its contract and the
company noticed them of the default and pursuant to the default provision,
terminated their rights and retained the one third position and cash paid
to date as liquidated damages.
Greater San Diego Imaging Center under the direction of its medical
director, Jerry J. Parker, M.D., is looking to expand its operations during
the second half of 1998 by adding additional diagnostic services.
Bajamar Ocean Front Resort located in Baja California, Mexico on the
Pacific Ocean is the subject of a June 1996 escrow established with Stewart
Title Company of Houston, Texas. The escrow was opened with Desarrollos
Urbanos Baja California, S.A., which is half owned by Grupo Situr, S.A.,
the largest Mexican resort development company in Mexico. Subsequent to the
opening of the escrow, Grupo Siturs financial problems grew into a national
issue and the Mexican government became involved with the banks to attempt
to work out the overall issues. The property at Bajamar, which is the
subject of our contract is only a small fraction of their holdings, however
all sales were on hold until a complete workout plan was effected.
Consequently, we have retained our escrow
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<PAGE>
position and patiently waited for the resolve, which we believe to be very
close to occuring.
Our escrow includes the existing 27 holes of golf, the existing 81 room
hotel, the clubhouse, tennis courts, land and plans for an additional 102
room hotel and conference center, land and plans for an additional 9 holes
of golf and approximately 300 acres of developed land for residential
housing adjacent to the golf courses. The closing of this escrow also is
important to the timeshare/vacation ownership program that is located on
land separate from this escrow, however located in the Bajamar resort. This
328 unit program is dependent on its relationship with the adjacent golf
courses and hotel and we have delayed the start of the timeshares in
anticipation of our escrow closing and thereby guaranteeing the
availability of these amenities.
The Players Club at Bajamar,a vacation ownership (timeshare) complex will
encompass 328 units located on the golf course and facing the ocean on a
16-acre site purchased by the Company in December of 1996. While we have
been waiting for the above stated escrow to close, work has continued on
the plans for the structures as well as all of the marketing materials. The
Company has also begun accepting preliminary sales of the timeshares, which
the Company anticipates will be in great demand, since there is no real
competition in the region, certainly not on a golf course and on the ocean
only 50 miles from San Diego.
Activity Link, Inc., is a developer of software that allows hotels and
timeshare facilities to direct link with activities located in their area
for the benefit of the guests residing at their various properties. The
Company through its wholly owned subsidiary, Tri-National Resorts
Management, Inc., acquired a 100% interest in Activity Link for cash and
stock in January of 1998. The initial beta site for development is located
in Hawaii where three sites located with a major timeshare developer will
begin during late 1998. Microsoft has agreed to help provide the software
necessary to develop the main server for connecting the entire system. The
Activity Link personnel have established a large base of potential
activities prepared to participate in the program. The program will allow
a guest to stop at a concierge desk and on the spot confirm reservations
for any of the activities already affiliated, with an interactive computer
link provided by Activity Link. The company will receive a fee of $2.00 for
every transaction posted. In Hawaii alone there are 20,000,000 visitors per
year.
Alpine Gardens East is a Nevada corporation created in January 1998 to
focus on assisted living for senior citizens. The Company's first project
is in Youngtown, Arizona just north of Phoenix and adjacent to Sun City.
This facility will be a 100 unit complex. The company closed on the land in
June and expects to begin construction in September of 1998. Financing for
this development is likely to be through FHA, however there is a
significant amount of financing available for senior housing and each of
the 10-12 projects we are currently assessing may be financed through
different means. The company is also looking at existing sites for
acquisition, also for assisted living. The template for future facilities
would appear to be approximately 100 units with dining and kitchen
facilities and in the $10,000,000 to $20,000,000 range, subject to the
geographic area.
Toronto hotel and condominiums was a project previously announced and was
in the process of the due diligence process, when the seller Mr. Ron
Hibbard suddenly passed away. In addition to the loss of a wonderful human
being, the company found itself without a seller and potentially very
involved estate
17
<PAGE>
issues. Mr. Hibbards widow did not wish to proceed with the contract as had
been executed. Consequently, the company honored her desire and backed away
from the possible transaction. Mr. Hibbards passing also eliminated the
ability of the acquisition of his company, Alpine Herbs by the MRI Medical
Diagnostics, Inc., company, as will be discussed below. The company was
disappointed by the reversal of this opportunity, however decided to move
forward instead with its efforts in the Assisted Living Facility arena as
discussed in the previous paragraph.
Las Vegas Property was discussed a year ago as a possible acquisition for
the company, as a means of giving the company a presence in the gaming
industry. The significance of this was to demonstrate to the Mexican
government our involvement in the casino field in the event that casino
gaming was approved in Mexico. The property that we were attempting to
acquire had a gaming license so it was appropriate for our purposes,
subject to the final details. During our negotiations the seller entered
his company into bankruptcy and it would have required a tremendous amount
of our time and resources to attempt to rescue it. Subsequently the company
determined to cancel its first right of refusal and allow the seller to
proceed on his own. As was the case with the Toronto property, when that
opportunity disappeared, we had the ability to replace it with an even more
appropriate opportunity. In this instance, the company moved forward with
the Activity Link project in place of the Las Vegas opportunity.
New England Surety is a bonding company that is providing nine-month surety
bonds to cover principal and interest for lenders that are providing the
Company with funds necessary to proceed with the development of the
timeshare program, as well as operational requirements. The program gives
a 10% per annum interest rate to the institutional and accredited lenders
in addition to up to 20% in costs for the bonds and cost of securing the
funding. While this would appear to be expensive the Company believes it to
be a good alternative to the usual private placements that would typically
be used to provide these types of funds. If the market price of our stock
was at a much higher level then the decision would probably be different.
However, for the time being this appears to be a viable and less dilutive
approach. The company is required to collateralize the bond with 187 acres
of its Hills of Bajamar property for the first $8,000,000 of loans and has
also been approved for an additional $15,000,000 bond subject to utilizing
the first section of 41 units of vacation ownership units (timeshares) as
collateral for that amount.
Private Placements have occurred during this period as discussed in the
notes to the financials. These placements were necessary to carry us
through while the bond program was being developed. Typically a private
placement is at a discount to the market price on the day of purchase,
since the stock acquired has a one-year hold period associated with it. It
also usually requires a warrant for additional shares. During the last 12
months the market price of the Company's shares has been well under a $1.00
and consequently would require significant dilution if we attempted to
raise the same $8,000,000 as is being done with the bond program.
Netrom, Inc., a California publicly traded company that purchased 50 acres
of the Hills of Bajamar property for $3,000,000 of their stock based on
$60,000 per acre. The original purpose of their purchase was to establish
a studio facility for video production to benefit as Twentieth Century Fox
did with their film production of the "Titantic", from the economic rewards
afforded in Mexico today. Subsequently, they decided to expand their
involvement by acquiring an additional 200 acres, which was originally
contracted with Baja Promociones S.A de C.V. for construction of a auto
racing facility. Baja
18
<PAGE>
Promociones assigned their right, title and interest to Netrom on terms
agreed between themselves and subsequently approved by the Company. Netrom
them proceeded to contract directly with the company to complete the 200
acre acquisition for $4,200,000, which was paid in full by deliverance of
4,200,000 shares of their common stock.
Netrom and the Company have since entered into a joint venture agreement to
develop a family sports destination resort on the Hills of Bajamar. Netrom
will contribute the 250 acres recently acquired and the company will
contribute an additional 250 acres thereby creating a potential 500 acre
resort. Plans and designs are currently under way for the facility that
will bring major joint venture partners from the sports world that wish to
participate . The facility is envisioned to include man made snow board
hills, lakes for water sports, other board sports taught by professionals,
executive style golf course for teaching golf to beginners, race tracks for
cars and bike racing and its own hotel and spas for a family environment.
International Health Networks/MRI Medical Diagnostics, Inc., is the
combining of the entire medical campus programs for Mexico that the Company
has envisioned for the past several years as the magnet for the retiree
market in Baja California, Mexico. As discussed earlier, Ron Hibbard who
passed away was also purchasing the shell company known as MRI-Medical
Diagnostics, Inc., which the company retains an interest in. When Mr.
Hibbard died his concept of franchising Alpine Herbs utilizing the MRI-
Medical shell died with him. Upon mutual agreement the parties agreed to
dissolve the original transaction and return MRI-Medical to its original
state. At that time International Health Networks, "IHN", came forward and
agreed to merge with MRI-Medical with the intent of utilizing the shell for
the medical programs that makes up their company. IHN is headed up by three
prominent doctors, all of whom are also shareholders of Tri-National,
including Dr. Jerry Parker, who is also a director of the company. They
had to move quickly to begin bringing in funds to clear the liabilities
needed to keep the shell from being removed from trading for lack of
filings with the SEC and accounting requirements as well as fees due the
transfer agent.
The medical campus is to be built on Hills of Bajamar property contracted
for by IHN in 1997. The agreement called for 150 acres at the south end of
the property at a price of $25,000 per acre and an option for an additional
100 acres at $60,000 per acre for 3 years. The company retained the right
to build all required facilities on the combined 250 acres and to maintain
a property management contract as well. The campus is to include an acute
care hospital associated with an recognized U.S. provider, a medical school
complete with dormitories, class rooms and auditorium, medical exhibition
center, R & D facilities for pharmaceutical industry and facilities for
long term care combined with anti-aging and wellness programs. This campus
is important not only to the region, but to the Company's desire to create
a retirement mecca on its properties.
Chino Valley Bank Lawsuit and subsequent jury award, has been addressed in
the financial notes. After five years of involved history and complicated
procedural issues and machinations we finally arrived at a jury trial. The
trial against Chino Valley Bank, now known as Citizens Business Bank,
publicly traded on the American Stock Exchange, came to a head after five
weeks of testimony with a verdict of guilty of fraud against the bank, as
well as deceit and intentional misrepresentation. They soon followed with
an award of close to $5,000,000 for punitive and compensatory damages plus
interest from 1993 to May 7th, 1998. Interest began accruing at the rate of
10%, post judgement, and will
19
<PAGE>
continue to accrue until the judgement is paid. The bank has the right to
appeal until August 17, 1998. In the event that they decide to file their
appeal, they will be required to immediately file a bond equal to one and
one-half times the judgement of approximately $7,500,000. In the event of
an appeal, the company then has the right to cross appeal relative to
additional damages not allowed by the Judge during the trial, which damages
exceed the award already received.
Summary of May 1, 1998 to April 30, 1999 targets and plans includes
additional acquisitions and development in the assisted living facility
business, as well as related type facilities to provide current profits.
The company expects to deliver a significant number of timeshare units,
accompanied by the appropriate earnings, in addition to the earnings
associated with the existing golf and hotel properties at Bajamar, which
the Company anticipates closing on prior to the year end. We will continue
to seek opportunities for growth, which will be announced from time to time
as is required. However, all announcements subject to completion of
appropriate due diligence, has to be viewed as only a 50-50 chance of
developing into an ongoing business for the Company.
The same is to be said for earnings projections, as is evidenced by this
year, where reality meets actual. The projections assumed the closing of
the Bajamar golf and hotel property and the associated $.20 plus earnings
per share it would have brought to our bottom line. It did not occur during
the fiscal year and the actual earnings were dramatically affected. We are
now again projecting the closing for this coming fiscal year and the
accompanying earnings.
Our target for attaining a NASDAQ listing remains high on our list and we
intend to do all necessary to succeed in that effort. The listing brings us
up to an entirely different level in the perception of the Company by
investors, acquisition candidates, employee candidates and the
institutional market at large. This is especially critical when addressing
funding sources relative to our major capital requirements for our joint
ventures, acquisitions or just basic equity versus debt analysis.
The coming year should be the year for the Company's efforts to finally
crystallize and reward us all with a sound and growing investment.
FORWARD LOOKING STATEMENTS
Statements of the Company's or management's intentions, beliefs,
anticipations, expectations and similar expressions concerning future
events contained in this document consistute "forward looking statements"
as defined in the Private Securities Litigation Reform Act of 1995. As
with any future event, there can be no assurance that the events described
in forward looking statements made in this report will occur or that the
results of future events will not vary materially from those described in
the forward looking statements made in this report. Important factors that
could cause the Company's actual performance and operating results to
differ materially from the forward looking statements include, but are not
limited, changes in the general level of economic activity in the markets
served by the Company, competition in the real estate industry and other
industries where the Company markets its products and the introduction of
new products by competitors in those industries, delays in refining the
Company's construction and sales techniques, cost overruns on particular
projects, availability of capital sufficient to support the Company's level
of activity and the ability of the Company to implement its business
strategy.
20
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
See notes to financial statements.
Item 6. Exhibits and Reports on Form 8-K
(A) Exhibits
27. Financial Data Schedule
(B) Reports on Form 8-K
Tri-National Development Corp. filed no reports on Form 8-K during the
quarter ended July 31, 1998.
Items 2, 3, 4 and 5 are not applicable and have been omitted.
SIGNATURES:
Pursuant to the requirements of the Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
Tri-National Development Corp.
a Wyoming Corporation
BY: s/Michael A. Sunstein DATED: September 14, 1998
Michael A. Sunstein
Chief Executive Officer, President
Director
21
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