TRI NATIONAL DEVELOPMENT CORP, 10KSB40, 1998-07-31

TRI NATIONAL DEVELOPMENT CORP
10KSB40, 1998-07-31
LAND SUBDIVIDERS & DEVELOPERS (NO CEMETERIES)

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES AND EXCHANGE ACT OF 1934

For the fiscal year ended April 30, 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 or any amendment to this Form 10-KSB. / X /

As of July 31, 1998, 18,434,423 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 July 31, 1998 was
approximately $7,350,000, based on the closing price of the stock on July
31, 1998.

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TRI-NATIONAL DEVELOPMENT CORP.

FORM 10-KSB

FOR THE FISCAL YEAR ENDED APRIL 30, 1998

TABLE OF CONTENTS

INTRODUCTION PAGE

Part I

Item 1 Business . . . . . . . . . . . . . . . . . . . . . . . . . . .3
Item 2 Properties . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 3 Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . 13
Item 4 Submission of Matters to a Vote of Security Holders. . . . . 13

Part II

Item 5 Market for Registrant's Common Stock and Related
Stockholder Matters. . . . . . . . . . . . . . . . . . . . . 14
Item 6 Selected Financial Data. . . . . . . . . . . . . . . . . . . 17
Item 7 Management's Discussion and Analysis of Results of
Operations and Financial Condition . . . . . . . . . . . . . 17
Item 8 Financial Statements and Supplementary Data. . . . . . . . . 21
Item 9 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures . . . . . . . . . . . . 21

Part III

Item 10 Directors and Executive Officers of the Registrant . . . . . 22
Item 11 Executive Compensation . . . . . . . . . . . . . . . . . . . 25
Item 12 Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . 25
Item 13 Certain Relationships and Related Transactions . . . . . . . 26

Part IV

Item 14 Exhibits, Financial Statement Schedules and Reports
on Form 8-K. . . . . . . . . . . . . . . . . . . . . . . . . 27
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44

<PAGE>

PART I

Item 1. BUSINESS

GENERAL

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. and recapitalized 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 continue 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" or the "Company") is a publicly
traded corporation, which develops, sells and manages real estate projects
in the U.S., Canada and Mexico. TND's business strategy emphasizes quality
real estate projects in high growth areas. The Company is divided into
three main categories: residential development, resort-related development
and assisted living/retirement.

CURRENT PROJECTS

TND/MEDICAL INTERNATIONAL, INC. This California corporation is a wholly
owned subsidiary of TND and was formed to acquire, develop and/or manage
medically related businesses. The initial geographic region for this
company to focus is California and Baja California, Mexico. On June 4,
1996, TND/Medical International, Inc. acquired an existing entity in
California, the Greater San Diego Imaging Center (GSDIC). GSDIC has
provided magnetic resonance imaging (MRI) services in the San Diego area
since 1990. 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 $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 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) 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 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.

<PAGE>

MRI MEDICAL DIAGNOSTICS, INC. 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 to MRI Medical Diagnostics, Inc.(MRI-Med). MRI-Med
filed for Chapter 11 bankruptcy protection on July 22, 1993. After
dividends in kind to TND shareholders totaling 2,000,000 shares in 1992 and
1993, 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 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. 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 shareholders of record August 31, 1997 and declared a second
stock dividend of an additional 750,000 to shareholders 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 has traded in the $.05 to $.10 range for the past several
months.

LITIGATION AGAINST CITIZENS BUSINESS BANK. As a result of the MRI-Med
Reorganization Plan, the Company acquired all of the common stock of MRI
Grand Terrace, Inc., a California corporation. MRI Grand Terrace, Inc. was
originally a joint venture between MRI Medical Diagnostics, Inc. and TND
that previously owned the Grand Terrace Retirement Hotel. This hotel is an
87-room retirement facility located in San Bernardino, California. The
current sole asset of this corporation is a lawsuit against Chino Valley
Bank, the seller of the retirement hotel. On March 22, 1993, MRI Grand
Terrace, Inc. filed a complaint against Chino Valley Bank, now known as
Citizens Business Bank (AMEX:CVB). 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
$383,064 for the closing in 1992. The Company purchased the remaining
stock of MRI Grand Terrace, Inc., as described in Note 4 in the financial
statements, in an effort to control both lawsuits. As a result of the
uncertainty of the final results of the lawsuits, the Company wrote off
this 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. In addition, 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 began accruing, post judgement interest of 10% or
$1,400 per

<PAGE>

day until the full award is paid. By August 17, 1998, the bank must either
appeal or pay this judgement.

HILLS OF BAJAMAR. TND currently owns 100% of Planificacion Desarollos de
Jatay, S.A. de C.V. ("Planificacion"), a Mexican corporation, having
acquired this entity for a combination of 1,000,000 restricted Common
Shares of the Company at a value of $.70 per share and 500,000 shares of
the Company's Class B Series B Convertible Preferred Stock at a value of
$4.00 per share from Pacific International, Inc. (PMI), see Note ^ in
"Notes to the Financial Statements". In addition, the Company gave up its
51% interest in PMI. PMI 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 has a land purchase contract which provides for
an overall purchase price of $6,000,000 for the 2,500 acres ($2,400 per
acre or $.60 per sq. meter). 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. The purchase terms were negotiated in 1991 prior to four events:
(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 (see below under "Growth Strategy"). A certified
bank appraisal in March of 1998 showed the property valued in excess of
$71,000 per acre. Planificacion has title to 237 acres and is currently
taking title to 247 additional acres. Stewart Title of Houston, Texas will
be doing all of the title work for this property.

The Hills of Bajamar 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, a Mexican publicly traded company. 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 102-room hotel, condominiums and luxury family homes. Grupo
Situr was in the process of an announced $100,000,000 in improvements,
prior to its parent company's financial problems.

SALES OF PROPERTY AT HILLS OF BAJAMAR

INTERNATIONAL HEALTH NETWORKS, INC. In October of 1997, TND finalized
negotiations and executed agreements to sell 150 acres of its Hills of
Bajamar property to International Health Networks, Inc. ("IHN"), a Nevada
corporation, for $25,000 per acre with a 3-year option to acquire an
additional 100 acres at a price of $60,000 per acre. IHN is a medical
development and management company with primary focus on medical ventures
in Mexico. IHN had been seeking suitable land in Northern Baja,
California, Mexico for development of a medical campus to include a medical
school, medical delivery system for Americans, medical insurance company,
contract research organization, medical mall, continuing medical education
programs, hospital, medicine clinics, anti-aging clinics, special programs
and assisted living . IHN has also executed participation agreements,
which provide TND with a management fee of 10% of the square foot rental
fees on the site, as well as, a construction contract at cost plus 10% for
all construction required on the total 250 acres.

<PAGE>

NETROM, INC. In February of 1998, TND signed an agreement with Netrom,
Inc. (OTC BB:NRMM) of San Diego, California to sell 50 acres of its Hills
of Bajamar property for 1 million shares of Netrom's Convertible Preferred
Stock, at a value of $3.00 per share, plus a construction and multi-year
management contract. 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 TND, 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 with 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.

NetRom, Inc., a developer of action sports CD-Rom and interactive internet
programming, has begun the pre-planning stages with the intent to develop
the site as a post-production multimedia studio, with additional rights to
use the site for Action Sports events.

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 an option to acquire the 200 acres, NetRom,
Inc. increased their total holdings to 250 acres. The combined parcel will
be utilized via a joint venture arrangement with TND to develop an extreme
sports destination resort on a total 500 acre parcel.

BAJAMAR HOTEL AND GOLF RESORT. TND entered into escrow at Stewart Title of
Houston, Texas, in June of 1996 to purchase the existing 27 holes of golf,
81 room hotel, clubhouse with restaurant, tennis courts, driving range,
land for a fourth set of 9 holes, land for a 102 room addition to the hotel
with conference center and approximately 300 acres of assorted residential
properties on the golf courses for a total purchase price of $39,500,000.
The escrow, which had an original expected closing by October 5, 1996, has
been extended several times at the request of Grupo Situr.

PLAZAS RESORT TIMESHARES AND COMMERCIAL PROPERTY. The properties in escrow
at Stewart Title of Houston, Texas are in addition to a vacation ownership
(timeshare) and commercial property at Bajamar, known as the Players Club
at Bajamar the Company is acquiring. 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, 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

<PAGE>

$4.00 per share (See Note 14 in the "Notes to the Financial Statements"
for details.). The Company has projected a five-year sellout with a
minimum sales price of $10,000 per week, per unit for total sales in excess
of $170,000,000, with a construction, marketing and sales cost under
$100,000,000.

ACTIVITY LINK, INC. In January of 1998, TND, through its wholly owned
subsidiary, Tri-National Resorts Management, Inc., acquired 85% 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 net profits. 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 April 30, 1998, no restricted
Common Stock in TND had been issued in connection with this acquisition.

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 (for terms of
the Preferred Stock see Note 19 in the "Notes to the Financial Statements")
and a new mortgage for a total of $8,140,000 from Solymar, Inc., a Nevada
corporation. TND, through a newly formed subsidiary, Alpine Gardens East,
intends to operate 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 April 30, 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.

In April of 1998, TND executed agreements to allow the Company to begin its
due diligence process for an additional assisted living facility in San
Marcos, California. Subject to satisfactory results from the marketing
study and due diligence, this facility would be built and delivered for a
combination of cash, preferred stock and a mortgage for a total of
$14,350,000. This 91-unit facility would include 31 studios and 60 one-
bedroom units.

The Company entered this industry to take advantage of the trends affecting
the long-term care industry. TND's objective is to provide high quality
assisted living services to senior housing residents in a cost-effective
manner. TND assisted living facilities are expected to combine housing,
minimum health care and personal support for elderly residents who need
help with certain activities of daily living without the need of a complete
nursing facility.

<PAGE>

GROWTH STRATEGY

The Company's primary development focus is the creation of a large-scale
world class resort, also encompassing a residential and retirement complex
on the combined ultimate 4,000 acres of the Hills of Bajamar and the
Bajamar Hotel and Golf Resort. The residential complex will include
condominiums, single-family housing, ranchettes and assisted living,
located within a 1-hour drive from San Diego, California. The region caters
primarily to Southern California travelers already visiting Baja
California, and provides an alternative attraction to 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 climate averaging 75 degrees Fahrenheit. Additionally, Baja
California offers the amenities available from its oceanfront location
including fishing, sailing, swimming, surfing, other water sports, and
oceanfront golf, a competitive advantage that desert communities cannot
provide.

The residential development will be built around a 150-acre medical campus
the Company plans to joint venture with International Health Networks, Inc.
on the southwest corner of the Hills of Bajamar property. The medical
campus will utilize the lower cost for support available in Mexico,
combined with the historic quality of medicine in the United States. The
medical campus is planned to consist of the following 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; (4) a 500,000 square foot year-round medical exhibition center
and merchandise mart for major manufacturers of medical equipment; (5) a
Children's Hospital accompanied by a Burn Unit; (6) an Urgent Care; (7)
Chemical Dependency Treatment; and (8) a four-year medical school taught in
english. The medical campus will also provide services to the 2 million
tourists crossing the border each month, including the 500,000 people that
cross for work and business, and the 75,000 ex-patriots living in the
region who presently must rely on the Mexican health care system, which is
designed primarily for Mexican Nationals.

To further enhance residential sales and golf and hotel usage, the Company
is developing a 328-unit vacation ownership complex across from the
clubhouse at the Bajamar Hotel and Golf Resort, known as the Players Club
at Bajamar. It will be on a 16-acre site overlooking the golf course and
Pacific Ocean. To insure long term growth of Bajamar, the Company plans to
initiate an equity reinvestment program, allowing vacation ownership
purchasers to transfer their equity to any of the residential properties
anywhere on the 4,000 acres. This allows prospective home buyers to
experience Baja California, without initially making a major financial
commitment.

Other new developments in the region include: (1) access to U.S. title
insurance; (2) access to U.S. mortgage money; (3) a $200 million plan to
privatize and expand the port of Ensenada, which is underway and is 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 also under construction; (4) 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; (5) the possible legislation of
casino gaming which would be a tremendous windfall for the Mexican economy
and the Baja California coast; (6) 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;
(7) Beacon Studios, a Canadian movie production company, in

<PAGE>

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. There are
several additional movies scheduled for filming at this same studio.

FACTORS AFFECTING FUTURE RESULTS REGARDING FORWARD-LOOKING STATEMENTS

The Company's business, results of operations and financial condition are
subject to many risks, including those set forth below. Certain statements
contained in this report, including without limitation statements
containing the words "believes," "anticipates," "expects," and words of
similar import, constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors which may cause the actual results, performance or achievements of
the Company, or industry results, to be materially different from any
future results, performance or achievements expressed or implied by such
forward-looking statements. The Company has made forward-looking
statements in this report concerning, among other things, the impact of
future acquisitions and developments, if any, and the level of future
capital expenditures. These statements are only predictions, however;
actual events or results may differ materially as a result of risks facing
the Company. These risks include, but are not limited to, those items
discussed below. Certain of these factors are discussed in more detail
elsewhere in this report, including without limitation under the captions
"Business" and "Management's Discussion and Analysis of Financial Condition
and Results of Operations." Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements,
which speak only as of the date of this report. The Company disclaims any
obligation to update any such factors or to publicly announce the result of
any revisions to any of the forward-looking statements contained herein to
reflect future events or developments.

The Company has executed numerous contracts for, among other things,
acquisition and development of real estate projects. Certain risks are
inherent with the implementation of the Company's growth strategy. These
risks include, but are not limited to, access to capital necessary for
acquisition and development, the Company's ability to sustain and manage
growth, governmental regulation, competition and risks common to the real
estate development industry.

CAPITAL REQUIREMENTS

To implement its growth strategy, the Company intends to initially fund
acquisitions, development and general working capital by issuing a Private
Placement of nine-month Corporate Notes at 10% interest per annum to
institutional and accredited investors. The investors principal and
interest are further 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 41-unit phase as collateral. The Company intends to repay
the principal and interest with cash flow generated from vacation ownership
sales. As of April 30, 1998 the Company placed $660,000 in Corporate
Notes.

<PAGE>

In addition to the Corporate Notes, the Company is seeking joint venture
partners to finance several projects at the Bajamar Hotel and Golf Resort
and the Hills of Bajamar properties.

COMPETITION

The retirement and residential housing business are highly competitive, and
the Company competes with numerous housing producers ranging from regional
and national firms to small and local builders primarily on the basis of
price, location, financing, design, reputation quality and amenities. In
addition, the Company competes with other housing alternatives including
existing homes and rental housing.

VACATION OWNERSHIP. There are three vacation ownership properties to
compete with in Baja; the Rosarito Beach Hotel, the Grand Baja Club and
Hussongs Vacation Club in Ensenada, none of which are located on or near a
golf course. However, the U.S. competition is the Four Seasons at Aviara,
Grand Pacific Resorts in Carlsbad, the Winner's Circle in Del Mar, Pacific
Monarch Resorts in Laguna Hills and the Marriott in Palm Desert, all at
least a 1-3 hour drive from the Players Club at Bajamar.

ASSISTED LIVING. The health care industry is highly competitive and the
Company expects the assisted living business in particular will become more
competitive in the future. The Company will face competition from numerous
local, regional and national providers of assisted living and long-term
care whose facilities and services are on either end of the senior care
continuum from skilled nursing facilities and acute care hospitals to
companies providing home based health care, and even family members. In
addition, the Company expects that as assisted living receives increased
attention among the public and insurance companies, competition from
current and new market entrants, including companies focused on assisted
living, will increase. Some of the competitors in this industry operate on
a not-for-profit basis or as charitable organizations, while others have,
or may obtain, greater financial resources than those available to the
Company.

RAPID GROWTH

MANAGEMENT OF GROWTH. As part of its ongoing business, the Company has
experienced and expects to continue to experience rapid growth. The
Company is planning significant expansion both through internal expansion
and acquisitions and development. In order to maintain and improve
operating results, the Company's management must manage growth and
expansion effectively. The Company's ability to manage its growth
effectively requires it to continue to expand its operational, financial
and management information systems and to continue to attract, train,
motivate, manage and retain key employees. As the Company continues its
expansion, it may become more difficult to manage geographically dispersed
operations. The Company's failure to effectively manage growth could have
a material adverse effect on the Company's results from operations.

EXTERNAL GROWTH. In line with its growth strategy, the Company has entered
into, and will continue to enter into, a number of agreements to acquire
properties for development. There can be no assurance that one or more of
such acquisitions will be completed or that the Company will be able to
find additional suitable properties to continue a steady rate of growth.
There can be no assurance that suitable properties will be available for
future acquisition and development at prices attractive to the Company.
The

<PAGE>

acquisition and development of properties are subject to a number of risks,
many of which are outside the Company's control. There can be no assurance
that the Company will be able to complete its planned facilities in the
manner, for the amount or in the time frame currently anticipated. Delays
in the progress or completion of development projects could affect the
Company's ability to generate revenue or to recognize revenue when
anticipated.

DEVELOPMENT AND CONSTRUCTION RISKS

As part of its growth strategy during the next few years, the Company plans
to develop a number of assisted living/retirement, resort and residential
properties. The Company's ability to achieve its development plans will
depend upon a variety of factors, many of which are beyond the Company's
control. The successful development of additional properties involves a
number of risks, including the possibility that the Company may be unable
to locate suitable sites at acceptable prices or may be unable to obtain,
or may experience delays in obtaining, necessary zoning, land use,
building, occupancy, licensing and other required governmental permits and
authorizations. Development schedules may be changed by the Company in
order to accommodate requirements of staffing of new projects and to allow
a phase-in of start-up losses inherent in the marketing and lease-up of new
facilities. Certain construction risks are beyond the Company's control,
including strikes, adverse weather, natural disasters, supply of materials
and labor, and other unknown contingencies which could cause the cost of
construction to exceed estimates. If construction is not commenced or
completed, or if there are unpaid subcontractors or suppliers, or if
required occupancy permits are not issued in a timely manner, cash flow
could be significantly reduced. In addition, any property in construction
carries with it its own risks such as construction defects, cost overruns,
adverse weather conditions, the discovery of geological or environmental
hazards on the property and changes in zoning restrictions or the method of
applying such zoning restrictions. The nature of licenses and approvals
necessary for development and construction, and the timing and likelihood
for obtaining them vary widely from country to country, state to state, and
from community to community within a state.

REGULATON AND ENVIRONMENTAL

The Company and its subcontractors must comply with various federal, state
and local ordinances, rules and regulations concerning zoning, building
design, construction and similar matters. The operations of the Company
are affected by various federal, state and local environmental laws,
ordinances and regulations, including regulations pertaining to
availability of water, municipal sewage treatment capacity, land use,
protection of endangered species, population density and preservation of
the natural terrain and coastlines. These and other requirements could
become more restrictive in the future, resulting in additional time and
expense to obtain approvals for development. When acquiring land for
development or existing facilities, the Company typically obtains
environmental reports on the properties as part of its due diligence in
order to lessen its risk of exposure.

The Company is also subject to regulations and restrictions by the
government of Mexico concerning investments in business operations in this
country by U.S. companies, none of which has to date had a material adverse
effect on the Company's consolidated operations. The Company's foreign
operations are also subject to exchange rate fluctuations, which could
affect the Company's financial statements and the reported profits.

<PAGE>

ASSISTED LIVING. Health care is an area subject to extensive regulation
and frequent regulatory change. Currently, no federal rules explicitly
define or regulate assisted living. While a number of states have not yet
enacted specific assisted living regulation, the Company is and will
continue to be subject to varying degrees of regulation and licensing by
health or social service agencies and other regulatory authorities in
various states and localities in which it operates or intends to operate.
Changes in, or the adoption of, such laws and regulations, or new
interpretations of existing laws and regulations, could have a significant
effect on methods of doing business, costs of doing business. In addition,
the President and Congress have proposed in the past, and may propose in
future, health care reforms that could impose additional regulations on the
Company or limit the amounts that the Company may charge for its services.
The Company cannot make any assessment as to the ultimate timing and impact
that any pending or future health care reform proposals may have on the
assisted living or health care industry in general. No assurance can be
given that any such reform will not have a material adverse effect on the
business, financial condition or results of operations of the Company.

VOLATILTIY OF STOCK PRICE

Sales of substantial amounts of shares of Common Stock in the public market
or the perception that those sales could occur could adversely affect the
market price of the Common Stock and the Company's ability to raise
additional funds in the future in the capital markets. The market price of
the Common Stock could be subject to significant fluctuations in response
to various factors and events, including the liquidity of the market for
the shares of the Common Stock, variations in the Company's operating
results, change in earnings estimates by the Company and/or securities
analysts, publicity regarding the industry or the Company and the adoption
of new statutes or regulations in any the Company's particular industries.
In addition, the stock market in recent years has experienced broad price
and volume fluctuations that often have been unrelated to the operating
performance of particular companies. These market fluctuations may
adversely affect the market price of the shares of Common Stock.

CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

As of April 30, 1998, the Company's Directors and executive officers and
their affiliates beneficially owned approximately 20% of the Company's
outstanding shares of Common Stock (exclusive of unexercised options to
purchase shares of Common Stock). See Item 12 "Security Ownership of
Certain Beneficial Owners and Management." As a result, these
stockholders, acting together, would be able to significantly influence
many matters requiring approval by the stockholders of the Company,
including the election of Directors. These shares are available for sale in
accordance with Rule 144. Rule 144 provides, in essence, that a 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.

<PAGE>

EMPLOYEES

As of April 30, 1998, the Company and its subsidiaries employed 16 people
on a full-time basis and 3 on a part-time basis. The Company's success is
highly dependent on its ability to attract and retain qualified employees.
To date, the Company believes it has been successful in its efforts to
recruit qualified employees, but there is no assurance that it will
continue to be successful in the future. The Company believes relations
with its employees are excellent.

Item 2. PROPERTIES

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 $135,900 for the twelve months ended April 30,
1998.

U.S. PROPERTIES

The Company owns approximately 5.5 acres of developed land in Youngtown,
Arizona for the construction of a 100-unit assisted living facility.

MEXICAN PROPERTIES

HILLS OF BAJAMAR. The Company owns, through its wholly-owned Mexican
corporation, Planificacion Desarollos de Jatay, S.A. de C.V.
("Planificacion") 237 acres and is currently taking title to 247 additional
acres of undeveloped land, known as the Hills of Bajamar. 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 has
a land purchase contract which provides for an overall purchase price of
$6,000,000 for the 2,500 acres ($2,400 per acre or $.60 per sq. meter).
The terms for the remaining balance of $4,800,000 are $600,000 per year for
8 years.

PLAYERS CLUB AT BAJAMAR. The Company is acquiring 16 acres of developed
land at the Bajamar Hotel and Golf Resort for the construction of a 328-unit
vacation ownership complex. The Bajamar Hotel and Golf Resort is
location directly across the highway from the Hills of Bajamar (see Note 7
in the "Notes to the Financial Statements".

Item 3. LEGAL PROCEEDINGS

The only legal proceeding the Company is involved with is as a plaintiff
against Citizens Business Bank. The legal proceeding is detailed above in
Item 1 - Business, "Litigation Against Citizens Business Bank".

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

No matters were submitted to a vote of security holders during the year
ended April 30, 1998.

<PAGE>

PART II

Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

Until March of 1994, the Company's Common Stock was traded on the Vancouver
Stock Exchange. In January of 1996, the Company filed for a voluntary
delisting from the Vancouver Stock Exchange and activated its symbol, TNAV,
on the Over the Counter Bulletin Board. The following table sets forth the
trading history on the Over the Counter Bulletin Board.

1996 QUARTER HIGH BID LOW BID HIGH ASK LOW ASK
- ------------ -------- ------- -------- -------

First (1/1 - 3/30) $0.3125 $0.21875 $0.37500 $0.25000
Second (4/1 - 6/30) 0.3125 0.21875 0.37500 0.25000
Third (7/1 - 9/30) 0.3125 0.12500 0.43750 0.31250
Fourth (10/1 - 12/31) 0.3125 0.25000 0.43750 0.28125

1997 QUARTER
- ------------

First (1/1 - 3/30) $0.34375 $0.18750 $0.50000 $0.25000
Second (4/1 - 6/30) 0.37500 0.20000 0.43750 0.25000
Third (7/1 - 9/30) 0.87500 0.10000 1.00000 0.18750
Fourth (10/1 - 12/31) 1.00000 0.37500 1.03125 0.59375

1998 QUARTER
- ------------

First (1/1 - 3/30) $0.62500 $0.25000 $0.68750 $0.28125
Second (4/1 - 6/30) 0.68750 0.25000 0.78000 0.34375
COMMON STOCK

The authorized Common Stock of the Company consists of 100,000,000 shares
of Common Stock without par value. At April 30, 1998, there were
18,225,673 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.

<PAGE>

HOLDERS

As of April 30, 1998, there were approximately 903 registered holders of
the Company's Common Stock.

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.

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. A total of 12 shareholders subscribed to the Private Placement for
a total 16 lots, totaling 80,000 shares of Common Stock.

Once the master plan for the Hills of Bajamar is completed, 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.

STOCK ISSUED FOR SERVICES

In an effort to preserve cash, the Company issued a total of approximately
1.9 million shares of Common Stock in the Company for services for the year
end April 30, 1998. Services included full-time and part-time employees,
outside consultants, marketing, architects, accounting and legal services,
web site design and internet marketing.

ESCROW SHARES

In April of 1998, 749,483 Escrow Shares held by the Company's transfer
agent, Montreal Trust, were cancelled, thereby reducing the total issued
and outstanding by 749,483 shares. The Escrow Shares were issued in 1988
as Performance Shares, pursuant to Canadian law.

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. For the twelve months ended April
30, 1998, 100,000 Employee Stock Options had been exercised at $.25 per
share.

For the year ended April 30, 1998 a total of 450,000 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. For the twelve months
ended April 30, 1998, no Employee Stock Options had been exercised at $.50
per share.

<PAGE>

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 April 30, 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 30, 1996. As of April 30, 1998, a total
of 775,073 warrants had been exercised, leaving 192,947 unexercised.

RECENT SALES OF SECURITIES

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. No warrants
for this private placement have been exercised and approximately 50% of the
warrants expire in August 1998. The shares issued pursuant to this private
placement are restricted securities as defined by Rule 144.

SUBSEQUENT EVENT

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.

VOLATILTIY OF STOCK PRICE

<PAGE>

estimates by the Company and/or securities analysts, publicity regarding
the industry or the Company and the adoption of new statutes or regulations
in any the Company's particular industries. In addition, the stock market
in recent years has experienced broad price and volume fluctuations that
often have been unrelated to the operating performance of particular
companies. These market fluctuations may adversely affect the market price
of the shares of Common Stock.

CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

As of April 30, 1998, the Company's Directors and executive officers and
their affiliates beneficially owned approximately 20% of the Company's
outstanding shares of Common Stock (exclusive of unexercised options to
purchase shares of Common Stock). See Item 12 "Security Ownership of
Certain Beneficial Owners and Management." As a result, these
stockholders, acting together, would be able to significantly influence
many matters requiring approval by the stockholders of the Company,
including the election of Directors. These shares are available for sale in
accordance with Rule 144. Rule 144 provides, in essence, that a 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 not to exceed 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 Stock
might be adversely affected.

Item 6. SELECTED FINANCIAL DATA

The following selected financial data has been derived from the audited
consolidated financial statements of the Company and its subsidiaries as of
and for the fiscal years ending April 30, 1997 and 1998. The data set
forth below should be read in conjunction with the consolidated financial
statements and related notes thereto included in Item 14, "Exhibits,
Financial Statement Schedules and Reports on Form 8-K Financial
Statements," along with Item 7, "Management's Discussion and Analysis of
Financial Condition and Results of Operations."

CONSOLIDATED STATEMENTS OF OPERATIONS

TWELVE MONTHS ENDED
APR 30, 1998 APR 30, 1997
------------ ------------
REVENUES:
- ---------
Revenues $ 434,413 $ 77,484
Minority Interest 13,597
Gain on Sale of Assets 2,880,000 3,726,917
---------- ----------
Total Revenues 3,314,413 3,817,998

EXPENSES:
- ---------
General and Administrative Expenses 1,985,850 659,591
---------- ----------
Income Before Unusual Items 1,328,563 3,158,407
---------- ----------

UNUSUAL ITEMS:
Gain (Loss) on Debt Settlement 23,819
Gain on Sale of MRI Medical
Diagnostics Inc. shares
Write-Down of Investments (530,173) (100,000)
---------- ----------
Total Unusual Items (530,173) (76,181)
---------- ----------

Minority Interest -

Income Before Income Taxes 798,390 3,082,226

Income Taxes - -

---------- ----------
Net Income $ 798,390 $3,082,226
========== ==========

Earnings per share-Fully Diluted $ 0.046 $ 0.220
========== ==========

Item 7. MANAGEMENT'S DISCUSSION AND ANAYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION

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

<PAGE>

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 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 85% 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. The companys first project is in Youngtown, Arizona just
north of

<PAGE>

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 $14,000,000 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 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 collaterize 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 completed 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

<PAGE>

additional shares. During the last 12 months the market price of the
companys 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 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

<PAGE>

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 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.

Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial statements and the Independent Auditor's Report are listed at
Item 14 and are included beginning on Page F-1.

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

<PAGE>

PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

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.

<PAGE>

OFFICERS AND DIRECTORS

The following table sets forth certain information regarding the executive
officers and Directors of the Company as of April 30, 1998.

POSITIONS HELD
NAME AGE WITH THE CORPORATION SINCE
- ------ --- --------------------- -----
Michael A. Sunstein 56 Director, CEO & 1989
President
Gilbert Fuentes 65 Chief Financial Officer 1996
Paul Goss 55 V.P. Legal Counsel 1996
Shane Kennedy 34 Director 1994
Arthur Lilly 66 Director 1995
Dr. Jerry Parker 61 V.P. Medical Development 1996
Jay Pasternak 41 Director 1994
Dr. Robert Rosen 51 Director 1989
Jason Sunstein 27 Secretary, 1989
V.P. Investor Relations
Ted Takacs 51 Director 1994
James Vernes 50 V.P. Real Estate Sales 1998

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 and acting President of the
East Coast Division. In those capacities 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.

GILBERT FUENTES. Mr. Fuentes has been the Chief Financial Officer since
1996. He has 25 years of experience in the banking industry. He has held
the positions of President and Chief Executive Officer, Senior Vice
President, Chief Financial Officer, Treasurer and Comptroller for multi-
billion dollar banking organizations. He has authored several articles in
the fields of finance and cash management, as well as the 1992 and 1993
Economic Forecast of the United States and Mexico, published by the U.S.
Mexico Foundation. Mr. Fuentes has developed innovative cash management
systems, investment strategies and strategic financial plans that resulted
in millions of dollars of incremental income for his former employers.

PAUL G. GOSS. Mr. Goss has been a Vice President 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 with a concentration in real estate,
corporate and securities law. He is a member of the Denver and Colorado
Bar Associations. Mr. Goss has a Masters in Business Administration in
addition to his law degree from the University of Denver.

<PAGE>

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.

ARTHUR W. LILLY. Mr. Lilly has been a Director of the Company since 1995.
Since January 1, 1995, he has been and is currently Vice President of
Finance and Chief Financial Officer of Canlan Investment Corp. From 1968
to 1994, Mr. Lilly was a partner in the accounting firm of Lilly
Johanneson, which served as the Company's auditors from 1988 to 1996. Mr.
Lilly, a Chartered Accountant, has a Bachelor of Commerce degree from the
University of British Columbia.

DR. JACOB J. 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.

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 R. 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.

JASON A. 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.

<PAGE>

THEODORE 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.

JAMES J. VERNES. Mr. Vernes joined the Company in 1998 as Vice President
of Marketing and Sales. He is one of the foremost authorities on the sales
and marketing of vacation ownership (timeshare) projects. He will be
responsible for the marketing and sales of the Company's vacation ownership
development at Bajamar. He has orchestrated over $215 million in sales and
has been the Director for some of the largest and most successful projects
in Canada, Mexico and the United States. He has created an innovative
approach to sales and marketing that has established such records as $21
million in sales in one day and a total of $34.5 million in 6 months at a
total cost of sales of 25%. Mr. Vernes' techniques and philosophies are at
the zenith of the industry. By networking sales through the real estate
brokerage communities, he has proven that superior results can be achieved
in a highly professional, sophisticated manner. Mr. Vernes will guide the
vacation ownership development at Bajamar through all phases from the
design and development to pricing, sales and marketing. His consulting,
marketing and sales expertise will provide the development with the widest
market for its product and play an instrumental role in the project's long
term success.

COMPENSATON OF DIRECTORS

The Board of Directors of the Company currently serve without compensation.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than ten percent of a registered
class of the Company's equity securities (collectively, "Reporting
Persons"), to file reports on Form 3,4 and 5 of stock ownership and changes
in ownership with the Securities and Exchange Commission. Reporting
Persons are required to furnish the Company with copies of all forms that
they file. Based on the Company's review of copies of Forms 3,4 and 5, and
amendments thereto, received by the Company for the year ended April 30,
1998, or written representations from certain Reporting Persons that no
Forms 5 were required to be filed by those persons, the Company believes
that during fiscal year 1997 all filing requirements were complied with by
the Reporting Persons.

ITEM 11. 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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF DIRECTORS AND NAMED EXECUTIVE OFFICERS

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of July 31, 1998 (based on a total of
18,434,423 outstanding shares of Common Stock) by (I) each of the Company's
Directors, (II) each of the Named Executive Officers and (III) all
executive officers and directors as a group. Except as otherwise
indicated, the Company

<PAGE>

believes the persons named in the table have sole voting and investment
power with respect to all shares beneficially owned, subject to community
property laws where applicable.

Amounts and percentages listed below does not include warrants and options
(2).

NAME AND ADDRESS OF SHARES BENEFICIALLY PERCENTAGE
BENEFICIAL OWNER (1) OWNED BENEFICIALLY OWNED
- ------------------- ------------------- ------------------
Jerry Parker, M.D. 1,700,857 %0.09226
Michael A. Sunstein 1,454,222 0.07888
Paul G. Goss 200,000 0.01084
Jason Sunstein 100,000 0.00542
Jay Pasternak 71,287 0.00386
Dr. Robert Rosen 40,000 0.00216
Arthur Lilly 36,000 0.00195
Gilbert Fuentes 30,000 0.00162
James Vernes 15,000 0.00081
Shane Kennedy 1,200 0.00006

(1) Except where otherwise noted, the address of the Company's directors,
executive officers and selling shareholders is c/o Tri-National
Development Corp., 480 Camino Del Rio S., Suite 140, San Diego,
California 92108.

(2) 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. For the twelve
months ended April 30, 1998, 100,000 Employee Stock Options had been
exercised at $.25 per share.

For the year ended April 30, 1998 a total of 450,000 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.
For the twelve months ended April 30, 1998, no Employee Stock Options
had been exercised at $.50 per share.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of July 31, 1998, no person known to the Company was a beneficial owner
of more than five percent of the Company's Common Stock.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

<PAGE>

PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

The following documents are filed as a part of the report:

(a) FINANCIAL STATEMENTS. The following financial statements of the
Registrant and the Report of Independent Public Accountants therein are
filed as part of this Report on Form 10-KSB:

Independent Auditors' Report F-1
Consolidated Balance Sheets F-2
Consolidated Statements of Operations F-3
Consolidated Statements of Shareholders' Equity F-4
Consolidated Statements Cash Flows F-5
Notes to Consolidated Financial Statements F-6

(b) REPORTS ON FORM 8-K. For the year end April 30, 1998, no reports on
Form 8-K were filed by the Company.

(c) EXHIBITS. The following exhibits are filed as a part of, or
incorported by reference into this report on Form 10-KSB:

EXHIBIT
NUMBER DESCRIPTION
- ------ --------------------------------------------------
10.1 NetRom, Inc. Asset Purchase Agreement for 50 acres
10.2 NetRom, Inc. Assignment from Baja Promociones
10.3 NetRom, Inc. Asset Purchase Agreement for 200 acres
10.4 Activity Link, Inc. Asset Purchase Agreement
10.5 International Health Networks, Inc. Asset Purchase
Agreement
27.1 Financial Data Schedule

<PAGE>

Independent Auditor's Report
----------------------------

We have audited the accompanying balance sheets of Tri-National Development
Corporation as of April 30, 1997 and 1998, and the related statements of
income, retained earnings, cash flows and stockholders' equity for the
years 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 audits.

We conducted our audits 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 material 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 audits
provide 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 (at) April 30, 1997 and 1998, and the
results of its operations and its cash flows for the years then ended in
conformity with generally accepted accounting principles.

Ludlow & Harrison
A CPA Corporation

July 30, 1998

F-1

<PAGE>

TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED BALANCE SHEETS

ASSETS: APR 30, 1998 APR 30, 1997
- ------- ------------ ------------
Current Assets:
- ----------------
Cash & Cash Equivalents $ 8,481 $ 33,557
U. S. Treasury Bills 211,000 -
Accounts Receivable 307,079 163,284
Chino Bank Judgement Receivable (Note 2) 5,034,153 -
Notes Receivable (Note 3) - 239,332
---------- ----------
Total Current Assets 5,560,713 436,173

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) 3,723,661 3,841,661
Plaza Resort Timeshares (Note 7) 13,079,055 13,279,055
Activity Link, Inc. (Note 8) 110,264
Assisted Living-Youngtown (Note 9) 3,568,000
Assisted Living-San Marcos 32,500
---------- ----------
Total Investments 27,733,529 17,617,710
Notes Receivable-Baja Promocion
Internacional (Note 10) - 4,200,000
Property, Furniture, and Equipment
(Note 11) 637,062 674,555
---------- ----------
Total Assets $33,931,304 $22,928,438
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY:
- -------------------------------------
Current Liabilities:
- --------------------
Accounts Payable $ 354,463 $ 227,313
Chino Bank Judgement Legal Expenses
Payable (Note 2) 1,762,000 -
Loans Payable-Short Term (Note 12) 689,201 -
Notes Payable-Current Portion 507,441 7,458
---------- ----------
Total Current Liabilities 3,313,105 234,771

Notes Payable-Net of Current Portion
(Note 13) 9,230,561 10,196,925
Deferred Income - Chino Bank
Judgement (Note 2) 3,272,153
Accrued Taxes on Income (Note 14) -
---------- ----------
Total Liabilities 15,815,820 10,196,925
---------- ----------

STOCKHOLDERS' EQUITY:
- ---------------------
Common Stock,no par value; authorized
100,000,000; issued 18,225,673 9,070,722 7,438,408
Preferred Stock, $1 par value;
authorized 10,100,000; issued 2,364,500 9,458,000 6,000,000
Minority Interest - 256,365
Retained Earnings ( Deficit ) (413,238) (1,198,031)
---------- ----------
Total Stockholders' Equity 18,115,484 12,496,742
---------- ----------

Total Liabilities and Stockholders' Equity $33,931,304 $22,928,438
========== ==========

See accompanying notes to financial statements.

F-2

<PAGE>

TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS

EXPENSES:
- ---------
General and Administrative Expenses 1,985,850 659,591
---------- ----------
Income Before Unusual Items 1,328,563 3,158,407
---------- ----------

Minority Interest -

Income Before Income Taxes 798,390 3,082,226

Income Taxes - -

---------- ----------
Net Income $ 798,390 $3,082,226
========== ==========

Earnings per share-Fully Diluted $ 0.046 $ 0.220
========== ==========

See accompanying notes to financial statements.

F-3

<PAGE>

TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
RETAINED
PREFERRED COMMON TREASURY MINORITY EARNINGS TOTAL
STOCK STOCK STOCK INTEREST (DEFICIT) EQUITY
----- ----- ----- -------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AS
PREVIOUSLY REPORTED
APRIL 30, 1997 $6,000,000 $7,720,982 $ - $ (350,720) $ (873,520) $12,496,742

CORRECTION OF
ERROR** - (282,574) - ** 607,085 (324,511) -

---------- ---------- -------- ---------- ---------- ----------
ADJUSTED BALANCES
AT APRIL 30, 1997 6,000,000 7,438,408 - 256,365 (1,198,031) $12,496,742
---------- ---------- -------- ---------- ---------- ----------

ISSUANCE OF PREFERRED
STOCK 3,458,000 3,458,000

ISSUANCE OF COMMON
STOCK 1,632,314 1,632,314

SALE OF TREASURY STOCK - -

MINORITY INTEREST (256,365) (13,597) (269,962)

NET INCOME 798,390 798,390

---------- ---------- -------- ---------- ---------- ----------
BALANCE AT
APRIL 30, 1998 $9,458,000 $9,070,722 $ - $ - $ (413,238) $18,115,484
========== ========== ======== ========== ========== ==========
</TABLE>
** PRIOR PERIOD CORRECTION OF ERROR DUE
TO UNDERSTATEMENT OF MINORITY INTEREST

See accompanying notes to financial statements.

F-4

<PAGE>

TRI-NATIONAL DEVELOPMENT CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

TWELVE MONTHS ENDED
APR 30, 1998 APR 30, 1997
------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
- -------------------------------------
Net Income from Operations $ 798,390 $3,082,226
Depreciation and Amortization 49,722 26,828
Accumulated Deficit & Minority Interest 12,612 (702,057)
Net Changes in Operating Assets
and Liabilities:
Notes and Accounts Receivable (738,616) (390,837)
Prepaid Expenses 3,794
Accounts Payable 127,150 (376,100)
Chino Bank Judgement Legal
Expenses Payable 1,762,000
Accrued Interest Payable (36,145)
Deferred Income - Chino Bank Judgement 3,272,153
Accrued Taxes on Income -
---------- ----------
Net Cash Flow From
Operating Activities 5,283,411 1,607,709
---------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
- -------------------------------------
Equipment, Furniture & Fixtures (12,229) (674,555)
Sale of Land to NetRom, Inc. (7,200,000)
Sale of Land to Baja Promocion (4,200,000)
MRI Medical Diagnostics Investment 56,875
Grand Terrace Investment 80,188
GSDIC Investment 15,035
U. S. Treasury Bills (211,000)
Certificates of Deposit
Activity Link, Inc.-Investment (110,264)
Sale of Land-Hills of Bajamar 118,000 (3,534,651)
Youngtown Assisted Living-Investment (3,568,000)
San Marcos Assisted Living- Investment (32,500)
Plaza Timeshares-Investment 200,000 (13,279,055)
---------- ----------
Net Cash Flow from
Investing Activities (10,815,993) (21,536,163)
---------- ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
- -------------------------------------
Notes Payable 222,820 (185,907)
Notes Payable-Plaza Timeshares 9,279,055
Notes Payable- Pacific Medical Int'l 700,000
Proceeds from Common Shares 1,349,740 4,497,171
Proceeds from Preferred Shares 3,458,000 6,000,000
Shares Subscribed but not issued (375,336)
Treasury Stock 39,893
Proceeds from Common Shares-
MRI Diagnostics 476,944
---------- ----------
Net Cash Flow From
Financing Activities 5,507,504 19,954,876
---------- ----------

Net Increase in Cash (25,076) 26,422

Cash-Beginning of Fiscal Year 33,557 7,135

---------- ----------
Cash-End of Fiscal Year $ 8,481 $ 33,557
========== ==========

See accompanying notes to financial statements.

F-5

<PAGE>

TRI-NATIONAL DEVELOPMENT CORP.
NOTES TO THE FINANCIAL STATEMENTS
April 30, 1998

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 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 85% 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
twelve months ended April 30, 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.

F-6

<PAGE>

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.
By August 17, 1998, the Bank must either appeal or pay this judgement. A
35% portion of the award is due to the Company's attorney.

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.

F-7

<PAGE>

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 of
record January 27, 1998. After the stock dividends paid to TND shareholders
in

F-8

<PAGE>

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.

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)

F-9

<PAGE>

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 85% 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 April 30, 1998, no
restricted Common Stock in TND had been issued in connection with this
acquisition.

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 April 30, 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 $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.

F-10

<PAGE>

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
April 30, 1998 the Company placed $660,000 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 $ 6,143,669

Note payable to Valcas Internacional,
S.A. de C.V., plus accrued interest
of 6%, maturing November 1, 2002 2,365,711

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 28,622

-----------
9,738,002
Less current portion ( 507,441)
-----------
Long-term debt, net of current portion $ 9,230,561
===========

F-11

<PAGE>

Maturities at long-term debt are as follows:

Year ending
April 30 Amount
-------- ------

1999 $ 507,441
2000 1,863,386
2001 1,864,220
2002 5,502,955
-----------
$ 9,738,002
===========
15. INCOME TAXES

The Company began the year with loss carryforwards from prior years
totaling, $798,390. These losses offset the net income in the current year
of $1,426,124, leaving no taxable income for the year ending April 30,
1998. There will be a loss carry forward in the amount of $413,239 to
reduce future federal income taxes.

16. LEASES

Future minimum operating lease payments as of April 30, 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:

(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.

F-12

<PAGE>

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 year
follows:

Management Compensation and Consulting Fees $117,000.

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
18,225,673 were issued and outstanding at April 30, 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.

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:

F-13

<PAGE>

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 April 30, 1998, there were
18,225,673 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.

STOCK FOR LOTS CONVERSION

F-14

<PAGE>

STOCK ISSUED FOR SERVICES

ESCROW SHARES

In April of 1998, 749,483 Escrow Shares held by the Company's transfer
agent, Montreal Trust, were cancelled, thereby reducing the total issued
and outstanding by 749,483 shares. The Escrow Shares were issued as
Performance Shares in 1988, pursuant to Canadian law.

20. OPTIONS AND WARRANTS

STOCK OPTIONS GRANTED AND EXERCISED DURING THE YEAR:

WARRANTS GRANTED AND EXERCISED DURING THE YEAR:

F-15

<PAGE>

RECENT SALES OF SECURITIES

SUBSEQUENT EVENT

Directors:

M.A. Sunstein Jay Pasternack
Ted Takacs Shane Kennedy
Dr. Robert Rosen Arthur Lilly
J.J. Parker, M.D.

F-16

<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-KSB 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: JULY 31, 1998

Michael A. Sunstein
Chief Executive Officer, President
Director

Exhibit 10.1

AGREEMENT OF PURCHASE AND
SALE OF ASSETS

This Agreement is made as of the____ day of December 1997,
between NetRom , Inc., ("NetR"), a California Corporation and Tri-National
Development Corp. ("TND"), a Wyoming Corporation.

WHEREAS, "NetR" desires to purchase from "TND" and "TND" desires to sell to
"NetR", upon the terms and subject to the conditions of this Agreement, the
properties of "TND" described in Paragraph 1.01 in exchange for cash, stock
and construction and management agreements from "NetR" described in
Paragraph 1.02. In consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties
agree as follows;

ARTICLE I - Purchase and Sale of Assets
1.1 Sale of Assets
The assets to be conveyed, transferred, signed, and delivered, as
provided by this Agreement, shall, without limitation, include 50
acres of the property, (see Exhibit A-Legal Description) known as
Hills of Bajamar owned by Planificacion y Desarrollo Regional
Jatay, S.A. de C.V., ("PDRJ") a Mexican Corporation, a wholly-
owned subsidiary of "TND", but does not include any other assets
of "TND" or ("PDRJ"). The 50 acres will transferred to "NetR" at
a price of $60,000 per acre, for a total purchase price of
$3,000,000. The price and terms for the property is based on arms
length negotiations between the parties and is subject to the
both Board of Directors approval.

1.02 Considerations
As full payment for the transfer of the assets by "TND" to
"NetR", "NetR" shall deliver at the closing, the following:

(i) Stock: "NetR" shall deliver to "TND", 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. This
$3,000,000 of Preferred Stock will be accumulate
interest at 15% per annum and the principal and
interest will be convertible into "NetR" common stock
at $3.00 per share or market price for the 10 day
average prior to the day of conversion, which ever
price is less, but in no event less than $1.50 per
share. The conversion date is at "TND"s option,
however, no sooner than twelve months (12) from the
date hereof and in no case later than 15 days after the
common stock trades at or above a market price of $4.00
per share or more for a period of 30 consecutive days.
Additionally, "NetR' will provide "TND" with warrants
to purchase 1,000,000 shares of "NetR" at a price of
$1.25 per share presuming that "NetR" achieves its
stated projection of $.31 per share in earnings for the
year ending December 31, 1998. In the event that "NetR"
falls below the $.31 per share, 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 $.21per share then the option
price will be reduced to $.75 per share and in the
event that the earnings fall below $.11 per share then
the option price will be $.50 per share.

<PAGE>

(ii) Construction and Management Agreements. It is
understood that "NetR"' intends to proceed with the
development of a Multi Media Production Studio. "NetR"
shall execute construction and management agreements,
dated as of the closing date, which will provide "TND"
with a management fee to be agreed for the construction
of facilities to be located on the 50 acres, as well as
a annual management fee to be agreed. This provision
and all other aspects of this agreement and any
amendments hereto or modifications hereof shall be
binding upon the parties hereto and their respective
heirs, successors and assigns. The agreement will also
contain language that allows "TND" to review and pre-
approve any usage for the property other than as a Studio.

(iii) It is further agreed that "TND" will provide "NetR"
annually with three consecutive weeks of useage of the
intended Automotive Racing Facility if and when
completed, which will adjoin "NetR" acreage, for the
setup and participation of "X Games". This will be
for the sole and exclusive benefit of "NetR",
including but not limited to filming and syndication
purposes.

(iii) Closing: The closing is to take place on or before
December 31, 1997.

1.03 Taxes
"NetR" shall pay all taxes and fees, excluding "TND"s income taxes,
arising out of the transfer of the assets.

ARTICLE 2 - Representations and Warranties of "TND"
2.01 Warranties-"TND" represents and warrants that:

(i) Organization. "TND" is a corporation duly organized,
validly existing, and in good standing under the laws
of Wyoming, has all necessary corporate powers to own
and sell its properties and carry on its business as
now owned and operated by it and is in good standing in
the State of Wyoming.

(ii) Title. "TND" through its wholly owned subsidiary is the
owner, beneficially and of record, of all the assets
identified or referred to in paragraph 1.01 which as of
closing shall be free and clear of all liens,
encumbrances, security agreements and any other
restrictions.

2.02 Absence of Changes. Since April 30, 1997, there has not been and
will not at closing be any changes in the financial condition or
operations of "TND", except changes in the ordinary course of
business, which changes have not in the aggregate been
materially adverse to "NetR"'s interests.

2.03 Compliance With Laws

"TND" represents that, to the best of its knowledge, it has
complied with, and is not in violation of, any applicable
federal, state or local statutes, laws or regulations, affecting
the assets or operation of the business of "TND", both in Mexico
and in the United States.

2.04 No Breach or Violation

<PAGE>

The consummation of the transaction contemplated by this
Agreement shall not result in or constitute any of the following;

(i) A breach of any term or provision of this agreement;

(ii) A default or event that, upon notice or lapse of time or
both, would be a default, breach or violation of the
Articles of Incorporation or Bylaws of "TND", or any lease,
license, promissory note, contract, commitment or other
agreement, instrument or arrangement to which "TND" is a
party;
(iii)An event that would permit any party to terminate any
agreement.

2.06 Authority

"TND" has the right, power, legal capacity and authority to enter
into and perform its respective obligations under this Agreement,
subject only to Board of Director approval, which should be
secured prior to closing.

2.07 Full Disclosure

None of the representations and warranties made by "TND",
hereunder, or on its behalf, contains or shall contain any untrue
statement of material fact, or omits or shall omit any material
fact the, omission of which would be misleading.

ARTICLE 3 - "NetR"'s Representations and Warranties

"NetR" represents and warrants that:

(i) Organization. "NetR" is a corporation duly organized,
validly existing, and in good standing under the laws of the
State of California, has all necessary corporate powers to
own and sell its properties and carry on its business as now
owned and operated by it and is in good standing in
California.

(ii) Pre-existing Relationship. "NetR" has sufficient knowledge
of "TND" and of a nature and duration that has enabled it
to evaluate the business and financial circumstances of
"TND" and the risks and merits of this acquisition.

ARTICLE 4 - Obligations Before Closing
4.01 "TND"'s Covenants

"TND" covenants that from the date of this Agreement until the
closing:

(i) Access to Information. "NetR" and its representatives shall
have, full access during all business hours to all properties, books,
accounts, records, contracts, and documents of, or relating to the assets
and property of "TND" being sold hereunder.
(ii) Conduct of Business. "TND" shall carry on its business and
activities diligently and in substantially the same manner as it previously
has been carried on, and shall not institute or use any unusual or novel
methods of manufacture, purchase, sale, lease, management, accounting or

<PAGE>

operation that shall vary materially from those methods used by "TND" as
of the of this Agreement.

4.02 Warranties at Closing
All representations and warranties of "NetR" and "TND" set forth
in this Agreement, shall also be true and correct as of the closing date as
if made on that date.

ARTICLE 5 - Conditions Precedent to "NetR"'s Performance

5.01 Conditions

The obligations of "NetR" to purchase the assets under this agreement
are subject to the satisfaction, at or before the closing, of all the
conditions set out below in this Article 5. "NetR" may waive any or
all of these conditions in whole or in part without prior notice.

5.2 Accuracy of Representations

Except as otherwise set forth in this Agreement, all representations
and warranties by "TND" in this Agreement shall be true on and as of
the closing date as though made at that time.

5.03 Performance of "TND"

"TND" shall have performed, satisfied and complied with all covenants,
agreements and conditions required by this Agreement to be performed
or complied with by it on or before the closing date. During the
period from execution of this Agreement by both parties to the closing
date, there shall not have been any material adverse change in the
financial condition or the results of operations of "TND" and "TND"
shall not have sustained any material loss or damage to its assets,
whether or not insured, that materially affects its ability to conduct
a material part of its business.

5.04 Absence of Litigation

No action, suit or proceeding before any court or any governmental
body or authority, pertaining to the transaction contemplated by this
Agreement, shall have been instituted or threatened on or before the
closing date,

5.05 Consents
--------

All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have been
obtained by "TND" and delivered to "NetR" at or before closing.
Further this agreement shall be subject to approval of "TND"'s outside
legal and tax counsel prior to closing.

<PAGE>

ARTICLE 6 - Conditions Precedent to "TND"'s Performance

6.01 Conditions.

The obligations of "TND" to sell and transfer the assets under this
Agreement are subject to the satisfaction, at or before the closing,
of all the following conditions in this Article 6.

6.02 Accuracy of Representations.
Except as otherwise set forth in this Agreement, all representations
and warranties by "NetR" in this Agreement shall be true on and as of
the closing date as though made at that time.

6.3 "NetR"'s Warranties.

All representations and warranties by "NetR" contained in this
Agreement shall be true on and as of the closing date as though such
representations and warranties were made on and as of that date.

6.4 Absence of Litigation.

No action, suit or proceeding before or any governmental body or
authority, pertaining to the transaction contemplated by this
Agreement, shall have been instituted or threatened on or before the
closing date.

6.05 "NetR"'s Performance
"NetR" shall have performed and complied with all covenants and
agreements, satisfied all conditions required by this Agreement to
perform, comply with, or satisfy, before or after closing.

6.06 Consents

All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have been
obtained by "TND" and delivered to "NetR" at or before closing.
Further, this agreement shall be subject to the approval of "NetR"s
outside legal and tax counsel prior to closing.

ARTICLE 7 - The Closing

7.01 Closing

The closing of the purchase and sale described herein shall take place
on or before December 31, 1997 at 10:00 A.M. Pacific Time, at the
offices of "TND" 480 Camino del Rio South, San Diego, California or at
another time and place agreeable to the parties.

<PAGE>

7.02 "TND"'s Obligations

At the, closing, "TND" shall deliver or cause to be delivered to
"NetR":

i) Instruments of placement of all assets or other property of "TND"
being acquired hereunder by "NetR"into an escrow, with title being
available subject only to receipt by "TND" of full payment pursuant to
this agreement.

7.03 "NetR"'s Obligations

"NetR" shall execute and deliver to "TND":

(i) Preferred Stock as described in paragraph 1.02 (i) in a form
acceptable to "TND".
(ii) Construction and Management agreements as identified in Paragraph
1.02 (ii).

Article 8 - Costs

8.01 Broker

Each of the parties represents and warrants that they have dealt with
no outside broker as a broker or finder in connection with the
transactions contemplated by this Agreement, and, insofar as it knows,
no broker or other person is entitled to any commission or finder's
fee in connection with any of these transactions. Each party agrees
that it will be responsible for it's own commission arrangements.

8.02 Expenses

Each of the parties shall pay all costs and expenses incurred or to be
incurred by it in negotiation and preparation of this Agreement and in
closing and carrying out the transactions contemplated by this
Agreement.

ARTICLE 9 - Form of Agreement

9.01 Headings

The subject Headings of the paragraphs and subparagraphs of this
Agreement are included for purposes of convenience only, and shall not
affect the construction or interpretation of any of its provisions.

9.02 Modification and Waiver

This Agreement constitutes the agreement between the parties
pertaining to the subject matter contained in it and supersedes all
prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by all the parties. No waiver of any of the provisions of
this Agreement shall be deemed, or shall constitute, a Waiver of any
other provisions, whether or not similar, nor shall any Waiver
constitute a continuing waiver. No waiver shall be binding unless
executed in writing by the party making the waiver.

<PAGE>

9.03 This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

ARTICLE 10 - Parties

10.01 Rights of Parties

Nothing in this Agreement, whether express or implied, is intended to
confer any rights or remedies under or by reason of this Agreement on
any persons other than the parties to it and their respective
successors and assigns, nor is anything in this Agreement intended to
relieve or discharge the obligation or liability of any third persons
to any party to this agreement, nor shall any provision give any third
persons any right of subrogation or action over or against any party
to this Agreement.

10.02 Assignment

This Agreement shall be binding on, and shall inure to the benefit of
the parties to it and their respective heirs, legal representatives,
successors, and assigns; provided, however, "NetR" may not assign any
of its rights under it, except to a wholly owned subsidiary
corporation of the "NetR". No such assignment by "NetR" to its wholly
owned subsidiary shall relieve "NetR" of any of its obligations or
duties under this Agreement.

ARTICLE 11 - Remedies

11.01 Arbitration

Any controversy or claim arising out of or relating to this Agreement,
or the making, performance, or interpretation thereof, shall be
settled by arbitration in San Diego, California in accordance with the
Rules of the American Arbitration Association then existing, and
judgment on the arbitration award may be entered in any court having
jurisdiction over the subject matter of the controversy.

11-02 Time is of the Essence

Time is of the essence as to this agreement.

ARTICLE 12 - Nature and Survival of Representations and Obligations

12.01 Effect of Closing

All representations, warranties, covenants, and agreements of the
parties contained in this Agreement, or in any instrument,
certificate, opinion or other writing provided for in it, shall.
survive the closing.

ARTICLE 13 - Notices

All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed as
follows:

<PAGE>

To "NetR" at: Att: Mr. Thomas Carter, President
NetRom, Inc.
1770 Kettner Ave.
San Diego, California

To "TND" at: Att: Mr. Michael Sunstein
480 Camino del Rio South #140
San Diego, California 92108

Any party may change its address for purposes of this paragraph by
giving the other party written notice of the new address in the manner
set forth above.

ARTICLE 14 - Governing Law

This Agreement shall be construed in accordance with, and governed by,
the laws of the State of California.

IN WITNESS WHEREOF, the parties to this Agreement have duly executed
it on the day and year first above written.

THIS AGREEMENT IS SUBJECT TO THE BOARD OF DIRECTORS APPROVAL OF BOTH
COMPANIES, AS WELL AS THE APPROVAL OF "NETR" PREFERRED STOCK AS
REQUIRED BY THIS AGREEMENT, PRIOR TO DECEMBER 31, 1997.

"NetR":
NetRom, Inc.
by________________________
Thomas Carter, President

"TND":
Tri-National Development Corp.
by_________________________
Michael A. Sunstein, President & CEO

EXHIBIT 10.2

AGREEMENT OF ASSIGNMENT OF
PURCHASE AGREEMENT FOR SALE OF ASSETS

ADDENDUM

This Agreement made as of the 20th day of April 1998, between Baja Pro
Racing Series, S.A. de C.V., ("BPRS"), a Mexican Corporation and NetRom,
Inc., ("NI"), a California Corporation is hereby agreed as follows:

WHEREAS, "BPRS" is purchasing from Tri-National Development Corp.,("TND"),
upon certain terms and subject to certain conditions as stated in their
April 29th, 1997 Agreement, the properties of "TND" described therein and
whereas Rene Ruelas as President of "BPRS" desires the right to assign the
said agreement to ("NI") and ("NI") is willing to accept said assignment,
subject to the same mutual covenants, agreements, representations and
warranties contained in that Agreement, the parties agree as follows;

Rene Ruelas will assign the April 29th, 1997 agreement to
("NI") subject to the approval of "TND". The assignee,
("NI") is a corporation duly organized, validly existing,
and in good standing under the laws of the State of
California and has all necessary corporate powers to own and
sell its properties and carry on its business as now owned
and operated by it and is in good standing in California.
Additionally, the assignee will execute new agreements with
("TND") as presented and will pay $1.00 as full
consideration for this assignment. ("BPRS") hereby accepts
the $1.00 as full consideration for its interests in the
April 29, 1997 agreement and both parties heretofore will
hold each other harmless relative to this agreement.

This assignment to take affect upon the signing by all parties
identified below by no later than April 28, 1998. IN WITNESS WHEREOF,
the parties to this Agreement have duly executed it on the day and
year first above written.

"BPRS" Att: Mr. Rene Ruelas, President _________________________________

Baja Pro Racing Series, S.A. de C.V.
Calle Delante #302
Bahai de Ensenada
Ensenada, Baja, California, Mexico 22890

"NI" Att: Thomas Carter, President ________________________________

NetRom, Inc.
960 Grand Ave.
San Diego, California 92109

<PAGE>

The assignment is hereby approved on behalf of Tri-National Development
Corp.

"TND" Att: Mr. Michael Sunstein. President _______________________________

Tri-National Development Corp.
480 Camino del Rio South #140
San Diego, California 92108

EXHIBIT 10.3

AGREEMENT OF PURCHASE AND
SALE OF ASSETS

This Agreement is made as of the____ day of April 1998, between NetRom,
Inc., ("NI"), a California corporation and Tri-National Development Corp.
("TND"), a Wyoming Corporation.

WHEREAS, "NI" has acquired by assignment all of the rights and interests of
Baja Pro Racing, S.A. de C.V. contained in an agreement with "TND" and Baja
Pro Racing, S.A. de C.V.dated April 29, 1997, pursuant to an assignment
dated April 20, 1998 and approved by "TND" and now desires to consummate
the purchase originally intended by that April 29, 1997 agreement and "TND"
desires to sell to "NI", upon the modified terms and subject to the
conditions of this Agreement, the properties of "TND" described in
Paragraph 1.01 in exchange for common stock and a participation agreement
from "NI" described in Paragraph 1.02. In consideration of the mutual
covenants, agreements, representations and warranties contained in this
Agreement, the parties agree as follows;

ARTICLE I - Purchase and Sale of Assets
1.1 Sale of Assets
The assets to be conveyed, transferred, signed, and delivered, as
provided by this Agreement, shall, without limitation, include
200 acres of the property, (see Exhibit A-Legal Description)
known as Hills of Bajamar owned by Planificacion y Desarrollo
Regional Jatay, S.A. de C.V., ("PDRJ") a Mexican Corporation, a
wholly-owned subsidiary of "TND", but does not include any other
assets of "TND" or ("PDRJ"). The 200 acres will transferred to
"NI" at a price of $21,000 per acre, for a total purchase price
of $4,200,000. These 200 acres will be contiguous with the 50
acres previously purchased pursuant to an agreement dated
December 22, 1997.

1.02 Considerations

As full payment for the transfer of the assets by "TND" to "NI",
"NI" shall deliver at the closing, the following:

(i) "NI" Common Stock: "NI" shall deliver to "TND", at
closing, shares of its common stock in the total amount of
4,200,000 based on a value of $1.00 per share. "TND"
commits to withhold these shares from sale for a period of
at least one year. "NI" in consideration for "TND" locking
up the shares for a minimum of one year agree that in the
event that the common shares identified here are not
trading at a price of at least $1.00 per share by one year
from the date herein, "NI" will issue additional shares in
an amount to then equal the difference between $1.00 and
the market price at that date. The price and terms for the
property is based on recent negotiations between the
parties and is subject to Board of Director approvals.

(ii) "NI" or its assignee will have the right to repurchase
these shares prior to fourteen months from the date of
this agreement at a price of $1.00 per share and during
the second year

<PAGE>

prior to that anniversary at a price of $2.00. Thereafter,
"TND" will have no restrictions as to these shares.
(iii) Participation Agreement. It is agreed that "NI"' and
"TND" intend to proceed with the development of a family
destination resort, which will incorporate extreme games
facilities, as well as other family related activities, a
hotel, possible executive style golf course for teaching
kids golf, an integrated raceway, similar to plans
originally proposed by "TND". This raceway is anticipated
to accommodate both Indy Style and Formula Racing, as well
as the ability to function as a track for bike and off
road style events. In order to proceed with the plans for
the intended project, "NI" will exchange its newly
acquired 250 acres for a 50% interest in a newly formed
Nevada corporation, Baja Extreme World, Inc., ("BEW") and
"TND" will likewise exchange an additional 250 acres into
"BEW" for its 50% share of this new entity. It is agreed
that additional interests will be sold in "BEW", however
"NI" and "TND" will continue to maintain interests equal
to each other. It is understood that the main road from
the toll road to the 500 acres is to be constructed by the
"BEW" unless otherwise constructed. This provision and all
other aspects of this agreement and any amendments hereto
or modifications hereof shall be binding upon the parties
hereto and their respective heirs, successors and assigns.
The agreement will also contain language that allows
"TND" to review and pre-approve any usage for the property
other than as stated. The agreement will also provide and
acknowledge that "TND" reserves the exclusive right to
develop and manage all facilities on this site and the
adjacent land, providing the cost for same is competitive
with outside sources.

(iii) Closing: The closing is take place on or before April 30,
1998.

1.03 Taxes

"NI" and "TND" shall pay all taxes and fees, excluding their
individual income taxes, arising out of the transfer of the
assets.

ARTICLE 2 - Representations and Warranties of "TND"

2.1 Warranties-"TND" represents and warrants that:

(i) Organization. "TND" is a corporation duly organized,
validly existing, and in good standing under the laws of
Wyoming, has all necessary corporate powers to own and
sell its properties and carry on its business as now owned
and operated by it and is in good standing in the State of
Wyoming.

2.02 Absence of Changes. Since March 1, 1997, there has not been and
will not at closing be any changes in the financial condition or
operations of "TND", except changes in the ordinary course of
business, which changes have not in the aggregate been
materially adverse to "NI"'s interests.

2.03 Compliance With Laws

<PAGE>

"TND" represents that, to the best of its knowledge, it has complied
with, and is not in violation of, any applicable federal, state or
local statutes, laws or regulations, affecting the assets or operation
of the business of "TND", both in Mexico and in the United States.

2.04 No Breach or Violation

The consummation of the transaction contemplated by this
Agreement shall not result in or constitute any of the following;

(i) A breach of any term or provision of this agreement;

(ii) A default or event that, upon notice or lapse of time or
both, would be a default, breach or violation of the
Articles of Incorporation or Bylaws of "TND", or any
lease, license, promissory note, contract, commitment or
other agreement, instrument or arrangement to which "TND"
is a party;

(iii) An event that would permit any party to terminate any
agreement.

2.06 Authority

2.07 Full Disclosure

ARTICLE 3 - "NI"'s Representations and Warranties

3.1 "NI" represents and warrants that:

(i) Organization. "NI" is a corporation duly organized,
validly existing, and in good standing under the laws of
the State of California, has all necessary corporate
powers to own and sell its properties and carry on its
business as now owned and operated by it and is in good
standing in California.

(ii) Pre-existing Relationship. "NI" has a pre-existing
business relationship with "TND" of a nature and duration
that has enabled it to evaluate the business and financial
circumstances of "TND" and the risks and merits of this
acquisition.

ARTICLE 4 - Obligations Before Closing

4.01 "TND"'s Covenants

<PAGE>

"TND" covenants that from the date of this Agreement until the
closing:

(i) Access to Information. "NI" and its representatives shall
have, full access during all business hours to all
properties, books, accounts, records, contracts, and
documents of, or relating to the assets and property of
"TND" being sold hereunder.

(ii) Conduct of Business. "TND" shall carry on its business
and activities diligently and in substantially the same
manner as it previously has been carried on, and shall not
institute or use any unusual or novel methods of
manufacture, purchase, sale, lease, management, accounting
or operation that shall vary materially from those methods
used by "TND" as of the of this Agreement.

4.02 Warranties at Closing

All representations and warranties of "NI" and "TND" set forth in
this Agreement, shall also be true and correct as of the closing
date as if made on that date.

ARTICLE 5 - Conditions Precedent to "NI"'s Performance

5.01 Conditions

The obligations of "NI" to purchase the assets under this
agreement are subject to the satisfaction, at or before the
closing, of all the conditions set out below in this Article 5.
"TND" may waive any or all of these conditions in whole or in
part without prior notice.

5.2 Accuracy of Representations

Except as otherwise set forth in this Agreement, all
representations and warranties by "TND" in this Agreement shall
be true on and as of the closing date as though made at that
time.

5.03 Performance of "TND"

"TND" shall have performed, satisfied and complied with all
covenants, agreements and conditions required by this Agreement
to be performed or complied with by it on or before the closing
date. During the period from execution of this Agreement by both
parties to the closing date, there shall not have been any
material adverse change in the financial condition or the results
of operations of "TND" and "TND" shall not have sustained any
material loss or damage to its assets, whether or not insured,
that materially affects its ability to conduct a material part of
its business.

5.04 Absence of Litigation

<PAGE>

No action, suit or proceeding before any court or any
governmental body or authority, pertaining to the transaction
contemplated by this Agreement, shall have been instituted or
threatened on or before the closing date,

5.05 Consents
--------

All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have
been obtained by "TND" and delivered to "NI" at or before
closing.

ARTICLE 6 - Conditions Precedent to "TND"'s Performance

6.01 Conditions.

The obligations of "TND" to sell and transfer the assets under this
Agreement are subject to the satisfaction, at or before the closing,
of all the following conditions in this Article 6.

6.02 Accuracy of Representations.
Except as otherwise set forth in this Agreement, all representations
and warranties by "NI" in this Agreement shall be true on and as of
the closing date as though made at that time.

6.3 "NI"'s Warranties.

All representations and warranties by "NI" contained in this Agreement
shall be true on and as of the closing date as though such
representations and warranties were made on and as of that date.

6.4 Absence of Litigation.

6.05 "NI"'s Performance

"NI" shall have performed and complied with all covenants and
agreements, satisfied all conditions required by this Agreement to
perform, comply with, or satisfy, before or after closing

6.05.1 " - "NI"s common stock shall be equal to the purchase price of
$4,200,000, based on $1.00 per share. In the event of bankruptcy,
receivership or insolvency by either party, the surviving party
shall succeed to the rights and or position in the 500 acres and or
any subsequent contracts that may have entered into for the
development of the property, subject to Bankruptcy court approval.
Neither party shall assign or sell their interest in this agreement
without the other party's consent, which shall not be unreasonably
withheld. The parties also agree to enter into a formal buy sell
agreement at the earliest possible date.

6.06 Consents
--------

All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have been
obtained by "TND" and delivered to "NI" at or before closing.

<PAGE>

ARTICLE 7 - The Closing

7.01 Closing

The closing of the purchase and sale described herein shall take
place on or before April 30, 1998 at 10:00 A.M. Pacific Time, at
the offices of "TND" 480 Camino del Rio South, San Diego,
California or at another time and place agreeable to the parties.

7.02 "TND"'s Obligations

At the, closing, "TND" shall deliver or cause to be delivered to
"NI":

i) Instruments of placement of all assets or other property of "TND"
being acquired hereunder by "NI" into an escrow, with title being
available subject only to receipt by "TND" of full payment pursuant to
this agreement.

7.03 "NI"'s Obligations

"NI" shall execute and deliver to "TND":

(i) Common Shares of its Stock described in paragraph 1.02(i)
in a form acceptable to "TND".

Article 8 - Costs

8.01 Expenses

Each of the parties shall pay all costs and expenses incurred or
to be incurred by it in negotiation and preparation of this
Agreement and in closing and carrying out the transactions
contemplated by this Agreement.

ARTICLE 9 - Form of Agreement

9.01 Headings

The subject Headings of the paragraphs and subparagraphs of this
Agreement are included for purposes of convenience only, and
shall not affect the construction or interpretation of any of its
provisions.

9.02 Modification and Waiver

This Agreement constitutes the agreement between the parties
pertaining to the subject matter contained in it and supersedes
all prior and contemporaneous agreements, representations, and
understandings of the parties. No supplement, modification, or
amendment of this Agreement shall be binding unless executed in
writing by all the parties. No waiver of any of the provisions
of this Agreement shall be deemed, or shall constitute, a Waiver
of any other provisions, whether or not similar, nor shall any
Waiver constitute a continuing waiver. No waiver shall be
binding unless executed in writing by the party making the
waiver.

<PAGE>

9.03 This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

ARTICLE 10 - Parties
10.01 Rights of Parties

10.02 Assignment

This Agreement shall be binding on, and shall inure to the benefit of
the parties to it and their respective heirs, legal representatives,
successors, and assigns; provided, however, "NI" may not assign any of
its rights under it, except to a wholly owned subsidiary corporation
of the "NI". No such assignment by "NI" to its wholly owned
subsidiary shall relieve "NI" of any of its obligations or duties
under this Agreement.

ARTICLE 11 - Remedies

11.01 Arbitration

11-02 Time is of the Essence

Time is of the essence as to this agreement.

ARTICLE 12 - Nature and Survival of Representations and Obligations

12.01 Effect of Closing

ARTICLE 13 - Notices
All notices, requests, demands and other communications under this
Agreement shall be in writing and shall be deemed to have been duly
given on the date of service if served personally on the party to whom
notice is to be given, or on the third day after mailing if mailed to
the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed as
follows:

<PAGE>

To "NI" at: Att: Mr. Thomas Carter
NetRom, Inc.
960 Grand Ave.
San Diego, California
Ensenada, Baja, California, Mexico 22890

To "TND" at: Att: Mr. Michael Sunstein
Tri-National Development Corp.
480 Camino del Rio South #140
San Diego, California 92108

Any party may change its address for purposes of this paragraph by
giving the other party written notice of the new address in the manner
set forth above.

ARTICLE 14 - Governing Law
This Agreement shall be construed in accordance with, and governed by,
the laws of the State of California.

IN WITNESS WHEREOF, the parties to this Agreement have duly executed
it on the day and year first above written.

"NI": "TND"
NetRom, Inc. Tri-National Development Corp.

by________________________ by ____________________________
Thomas Carter, President Michael A. Sunstein President

EXHIBIT 10.4

ASSET PURCHASE AGREEMENT

THIS AGREEMENT is made the____ day of November 1997.

BETWEEN:

ACTIVITY LINK, INC., (ALI), a Nevada Corporation to be
formed under the laws of the State of Nevada.

AND:

TRI-NATIONAL RESORT MANAGEMENT, INC., (TNRM) a Nevada
Corporation, a subsidiary of Tri-National Development
Corp.,("TND"), a corporation incorporated under the
laws of Wyoming and both entities having offices at
Suite 140, 480 Camino del Rio S., San Diego, California
92108.

WHEREAS:

A. "ALI" owns intellectual rights to a resort and leisure reservation
service, which allows hotel guests to obtain reservations for leisure
activities through an entirely automated system utilizing the
company's automated proprietary network, and

B. "ALI" wishes to sell, and "TNRM" wishes to purchase an 85% interest in
"ALI" and the assets including the intellectual rights to the
company's automated network and the business to be operated by "ALI"
on the terms and conditions set out in this agreement,

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the
premises and the covenants, agreements, representations, warranties and
payments set out and provided for in this Agreement the parties hereto
covenant and agree with each other as follows:

<PAGE>

ARTICLE 1

INTERPRETATION
--------------

1.1 DEFINITIONS In this Agreement, the following capitalized words and
phrases shall have the meaning set forth in this section 1.1:

(a) "Assets" shall have the meaning set out in section 2. 1;

(b) "Business" means the automated network business carried on by
"ALI" under the name Activity Link, Inc.,

(c) "Closing" means the completion of the purchase and sale
transaction herein contemplated and "Closing Date" means the date
on which the Closing is scheduled to occur, in each case as
provided in Section 6.1.

(d) "Effective Date" means the opening of business on November 14,
1997;

(e) "Excluded Assets" means the business and assets of "ALI" which
are to be excluded from the purchase and sale contemplated
herein as described in section 2.2;

(f) "Fixed Assets" means the equipment, and other assets described in
subsection 2.1(a);

(g) "Goodwill shall have the meaning set out in subsection 2. 1 (b);

(h) "Material Contracts" shall have the meaning set out in subsection
2. 1 (c);

(i) "Purchase Price" means the amount payable by "TNRM" to "ALI" for
the Assets as set out in this Agreement;

1.2 SCHEDULES. The following Schedules to this Agreement are incorporated
herein by reference and are deemed to be part of this Agreement'.

Schedule A - Fixed Assets
Schedule B - Material Contracts
Schedule C - Employees
Schedule D - Form of Management Agreement

1.3 SECTIONS AND HEADINGS. The division of this Agreement into Articles,
sections, subsections and paragraphs and the insertion of headings is
for the convenience of reference only and shall not affect the
interpretation or construction of this Agreement.

<PAGE>

1.4 BUSINESS DAY. Where used in this Agreement, the term "business day"
means any day other than Saturday, Sunday or any statutory holiday.

1.5 CURRENCY. Except as otherwise stated herein, all dollar amounts
referred to in this Agreement shall be in lawful currency of the
United States.

1.6 GENDER, ETC. Words importing the masculine, feminine or neuter gender
shall be interpreted to include all genders and words in the singular
include the plural and vice versa, unless the context requires
otherwise.

1.7 STATUTES. References to statutes or statutory provisions shall be
construed as references to those statutes or provisions as amended or
re-enacted (whether with or without amendment) from time to time or as
their application is modified (whether before or after the date of
this Agreement) and shall include any statute or statutory provisions
of which they are re-enactments (whether with or without amendment)
and any orders, regulations, instruments or other subordinate
legislation made under the relevant statute or statutory provisions.

1.8 AGREEMENT REFERENCES. The term "Agreement" means this agreement,
including Schedules, as amended or modified from time to time, and the
words "herein", "hereof', "hereunder" and other words of similar
import refer to this Agreement as a whole and not to any particular
Article, section, paragraph or other part of this Agreement, and any
reference contained in this agreement to a particular "Article",
"section", "paragraph" or "schedule" is to the particular Article,
section or paragraph of this Agreement or schedule to this Agreement.
ARTICLE 2
PURCHASE AND SALE OF ASSETS
---------------------------

2.1 DESCRIPTION OF ASSETS. On the terms and subject to the condition
hereof, "ALI" shall sell, assign and transfer to "TNRM", and "TNRM"
shall purchase from "ALI", at the Closing but effective as of and from
the Effective Date, the undertaking and the following property and
assets used in the Business on a going concern basis, free and clear
of all liens, claims, charges, mortgages and other security interests
and encumbrances whatsoever;

(a) all equipment, apparatus, machinery, furniture, furnishings,
appliances, accessories, fixtures, supplies and other goods and
chattels described in Schedule A ("Fixed Assets");

(b) all of the accounts receivable, trade accounts, notes receivable,
deposits and other debts owned, due or accruing due to "ALI" and
which have been outstanding for less than 90 days as described in
Schedule B to this Agreement (the "Accounts Receivable");

<PAGE>

(c) all right, title and interest of "ALI" in and to those contracts,
leases and agreements listed in Schedule C hereto to the extent
the same are assignable or transferable (the "Material
Contracts");

(d) the goodwill of the Business, including without limitation all
trade marks, trade names, trade secrets and intellectual rights
relating to the Business, all lists of customers and suppliers,,
sales records, brochures, samples, price lists and other
information relating to the day to day operation of the Business,
and the exclusive right to carry on the Business under the name
Activity Link, Inc. (collectively, the "Goodwill");

(e) all pre-paid expenses of the Business,

all of which properties and assets are collectively referred to
herein as the "Assets",

2.2 EXCLUDED ASSETS.. There shall be specifically excluded from the
purchase and sale herein and from the Assets described in section 2.1
and in Schedules A and B hereto, the Following

(a) any specific items or other assets as may be agreed to be
excluded by the parties prior to Closing.

2.3 LIABILITIES. "TNRM" shall not assume or be responsible for any
liabilities or obligations of "ALI" relating to the Business or
otherwise other than for the obligations of "ALI" contained in the
Material Contracts arising in respect of the period after the
effective Date.
ARTICLE 3

PURCHASE PRICE AND PAYMENT
--------------------------
3.1 PURCHASEPRICE. The Purchase Price and payment for the Assets and
equity described herein shall be as follows:

(a) "TNRM" shall cause funds in the amount of $228,000 to be
available to "ALI" pursuant to an established budget attached
hereto as Exhibit A1;

(b) the portion of the Purchase Price for all other Assets shall
be US$1.00.

(c) an employment agreement for the three principals of "ALI",
being David W. Wallgren, Bruce Martin and Sergio Aguilera, and
being appointed President, Senior Vice President-Secretary and
Vice President respectively.

(d) "TNRM" will cause the formation of the "ALI" corporation in
Nevada, with the officers as indicated above and with the
addition of Gilbert Fuentes as Treasurer. The directors of the
new company will include Wallgren, Martin, Aguilera, Fuentes, M.
Sunstein, Parker and J. Sunstein.

<PAGE>

(e) 25,000 shares of TND to be issued to each of Wallgren, Martin
and Aguilera upon the successful completion of the beta site.

(f) Options to be granted to the employees of "ALI" pursuant to
and in conformance with the companys' employee option plan under
development (attached hereto as Exhibit 2).

(g) Wallgren, Martin and Aguilera will be entitled to the
quarterly distribution of profits in the amount of 15%, once the
company has achieved $300,000 in net profits and equally
thereafter.

3.2 DEPOSIT. Upon the execution of this Agreement, "TNRM" shall pay to
"ALI" US$21,000, for payments required for the month of November in
accordance with the attached budget. At the Closing, "TNRM" shall be
credited by this payment to "ALI" under subsection 3.2(a) the amount
of such payment.

3.3 ASSUMPTION OF MATERIAL CONTRACTS. "TNRM" shall assume the performance
of all obligations of "ALI" arising out of or in connection with the
Material Contracts from and after the Effective Date.
ARTICLE 4
CONDITIONS P)RECEDENT
---------------------

4.1 "TNRM"'S CONDITIONS. The obligation of "TNRM" to consummate the
transaction contemplated in this Agreement at the Closing is subject
to the fulfillment of each of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES TRUE - the
representations and warranties of "ALI" made pursuant
to section 7.1 shall be true and accurate in all
respects at the time of Closing as if made at and as of
the time of Closing, except as may be otherwise
contemplated herein or as may be in writing disclosed
to and approved by "TNRM";

(b) COVENANTS PERFORMED - the covenants and obligations of "ALI"
contained herein which are to be complied with and performed
at or before the Closing shall have been duly complied and
performed in all respects except as may be in writing
disclosed to and approved by "TNRM";

(c) NO MATERIAL LOSS - from the date hereof to the Closing,
"ALI" shall not have experienced any material loss, damage
or destruction to the Assets or the Business and none of the
Assets shall have been sold or disposed of except in the
ordinary course of the Business;

<PAGE>

(d) NO GOVERNMENTAL ACTION - from the date hereof to the
Closing, no federal, provincial, state or municipal
government, or any agency or other governmental authority
shall have instituted or threatened and not discontinued or
withdrawn any action, suit or investigation to restrain,
prohibit or challenge the acquisition of the Assets by
"TNRM" as herein contemplated;

4.2 "ALI"'S BENEFIT. The conditions in section 4.1 are inserted for
the exclusive benefit of ALI and may be waived in whole or in
part by "ALI" at any time.

4.3 "ALI"'S CONDITIONS. The obligation of "ALI" to consummate the
transaction herein contemplated at the Closing is subject to the
fulfillment of each of the following conditions;

(a) REPRESENTATIONS AND WARRANTIES TRUE - the
representations and warranties of "TNRM" made pursuant
to section 7.2 shall be true and accurate in all
respects at the time of Closing as if made at and as of
the time of Closing, except as may be in writing
disclosed to and approved by "ALI";

(b) COVENANTS PERFORMED - the covenants and obligations of
"TNRM" contained herein which are to be complied with
and performed at or before the Closing shall have been
duly complied with and performed in all respects', and

(e) NO GOVERNMENTAL ACTION - from the date hereof to the
Closing, no federal, provincial, state or municipal
government, or any agency or other governmental authority
shall have instituted or threatened and not discontinued or
withdrawn any action, suit or investigation to restrain,
prohibit or challenge the sale of the Assets to "TNRM" as
herein contemplated.

4.4. "ALI"'S BENEFIT. The conditions in section 4.3 are inserted for
the exclusive of "TNRM" and may be waived in whole or in part by
"TNRM" at any time.

<PAGE>

ARTICLE 5
COVENANTS
---------
5.1 "ALI" COVENANTS. "ALI" shall:

(a) Conduct of Business - from the date hereof to the
Closing "ALI" will use its best efforts to carry on the
Business in its ordinary course and to preserve and
maintain the Assets and the goodwill of the Business,
all in the manner heretofore carried on and maintained
by "ALI";

(b) Access - from the date hereof to the Closing, "TNRM"
and "TNRM"' s solicitors, accountants and other
representatives will be afforded access at all
reasonable times during normal business hours to all
the properties, books, contracts, commitments and
records of "ALI" relating to the Assets and the
Business and will be furnished with such copies thereof
and other information relating to the Business and
permitted to conduct such reviews and tests and take
such samples as "TNRM" from time to time may reasonably
request;

(c) CONFIDENTIAL INFORMATION - from and after the date
hereof "ALI" shall not disclose or permit to be
disclosed the terms of this Agreement nor any
confidential information relating to the Business,
including without limitation any information relating
to the trade marks, trade names, copyrights, designs,
licenses, authorities or other rights used in the
Business or lists of customers, or correspondence or
any other confidential information related to the
Business, to any person or persons whatsoever other
than as directed by or for the purposes of "TNRM" or as
required by law, nor will "ALI" use any information
that it may have relating to the Business for any
purpose;

(d) INDEMNITY - from and after the Closing "ALI" shall
indemnify and hold "TNRM" harmless from and against any
and all losses, damages, costs, claims, charges and
expenses paid, suffered or incurred by "TNRM" as a
result of;
(i) any and all liabilities, whether accrued,
absolute, contingent or otherwise,
including, without limitation,

<PAGE>

any third party liability, existing at or
arising prior to the time of Closing and
which are not expressly agreed to in writing
to be assumed by "TNRM" pursuant to this
Agreement,

(ii) any misrepresentation, breach of warranty or
non-fulfillment of the terms of any covenant
made by "ALI" herein or made in or omitted
from any certificate or other instrument or
document furnished or to be furnished to
"TNRM" hereunder, and

(iii) any and all actions, suits, proceedings,
demands, assessments, judgements, costs and
legal or other expenses incident to any of the
foregoing;

provided, however, that no claim may be made by "TNRM"
hereunder unless notice of the proposed claim shall be
given to "ALI" within one years after the Closing Date,

(e) SECURITY INTEREST - on and after the Closing Date,
"ALI" shall consent to the registration in the State of
Nevada by "TNRM" of its interest in the Assets; and

ARTICLE 6

CLOSING
-------

6.1 TIME OF CLOSING. The Closing of the transaction contemplated by
this Agreement shall take place at the offices of "TNRM" located
at 480 Camino del Rio S., Suite 140, San Diego, California at
10:00 a.m. on the 14th day of November 1997, or at such other
time, date or place as the parties may agree in writing.

6.2 OBLIGATIONS. At the Closing "ALI" shall:

(a) deliver or cause to be delivered to "TNRM" all such
bills of sale, transfers, assignments and other
documents and instruments, in registrable form where
applicable, as are reasonably necessary to transfer to
"TNRM" good and saleable title to the Assets free and
clear of all liens, claims, charges, mortgages and
other security interests and encumbrances whatsoever;

<PAGE>

(b) deliver to "TNRM" a certificate executed by a director
or senior officer of "ALI" dated the Closing Date
certifying on behalf of "ALI" and to the best of his or
her knowledge, after reasonably inquiry, that at and as
of the Closing the representations and warranties of
"ALI" made by "ALI" pursuant to section 7.1 are true
and accurate in all respects;

(c) deliver to "TNRM" certified copies of resolutions of
the directors and shareholders of "ALI" approving the
execution and delivery of this Agreement and the
completion of the transaction herein contemplated;

(d) deliver to "TNRM" appropriate discharges and releases,
in registrable form where applicable, of all liens,
charges, mortgages and other security interests and
encumbrances registered against or otherwise charging
the Assets, including all necessary clearance
certificates of governmental authorities to release any
liens on the Assets for unpaid fees, duties, taxes or
assessments;

(e) deliver to "TNRM" possession of the Assets;

6.3 "TNRM"'S OBLIGATIONS. At the Closing "TNRM" shall:

(a) deliver to "ALI" a certificate executed by a director
or senior officer of "TNRM" dated the Closing Date
certifying on behalf of "TNRM" and to the best of his
or her knowledge, after reasonable inquiry, that at and
as of the Closing the representations and warranties of
"TNRM" made pursuant to section 7.2 are true and
accurate in all respects except to the extent otherwise
disclosed in writing to "ALI";
(b) deliver to "ALI" a certified copy of resolutions of the
directors of "TNRM" approving the execution and
delivery of this Agreement and the completion of the
transactions herein contemplated;
(c) pay to "ALI", the initial cash portion of the Purchase
Price due at Closing as provided in subsection 3.2(a)
of this Agreement;

<PAGE>

(d) execute and deliver to "ALI" a management agreement as
described in of this Agreement.
(e) execute and deliver to "ALI" the prinicpal's option
plan ("Exhibit 2").

ARTICLE 7

REPRESENTATIONS AND WARRANTIES
------------------------------

7.1 REPRESENTATIONS-AND WARRANTIES OF "ALI". "ALI" hereby represents
and warrants to "TNRM" as follows:

(a) INCORPORATION - "ALI" is a corporation to be formed
which will be duly incorporated and validly existing
under the laws of the State of Nevada;
(b) CORPORATE AUTHORITY - "ALI" has fully corporate power, capacity
and authority to enter into this Agreement, to perform its
obligations hereunder and to sell, transfer and assign its
Assets to "TNRM" as herein contemplated;
(c) AGREEMENT BINDING - the execution and delivery of this
Agreement and the completion of the transaction
contemplated hereby have been duly and validly
authorized by all necessary corporate actions and
proceedings on the part of "ALI" and this Agreement
constitutes a legal, valid and binding obligation of
"ALI" enforceable against it in accordance with its
terms except to the extent enforcement may be limited
by laws of general application affecting the rights of
creditors and the availability of equitable remedies;

(d) NO DEFAULT.. ETC. - neither the execution and deliver
of this Agreement nor the consummation of the
transactions contemplated hereby nor the due observance
and performance by "ALI" of its obligations contained
herein;

(i) will conflict with or result in a breach of or violate
any of the terms and of the conditions or provisions of
the constating documents of "ALI";

(ii) will conflict with or result in a breach of or
violate any of the terms, conditions or provisions of
any law, judgement, order, injunction, decree,
regulation or ruling of any court or government
authority, domestic or foreign, to which "ALI" is
subject;

<PAGE>

(iii) will conflict with or result in a breach of or
constitute or result in a default under any material
agreement, contract or commitment to which "ALI" is a
party or by which it is bound or to which it is
subject; or

(iv) will GIVE to any government or governmental
authority, including any governmental department,
commission, bureau, board or administrative agency, any
right of termination, cancellation or suspension of, or
constitute a breach of or result in a default under,
any permit, license, consent or authority issued to
"ALI" and which is necessary or desirable in connection
with the conduct and operation of the Business and the
ownership over the Assets as the same is now conducted
and owned;

(e) NO BANKRUPTCY, ETC. - "ALI" has not committed an act of
bankruptcy, is not insolvent, has not proposed a
compromise or arrangement to its creditors generally,
has not had any petition for any receiving order in
bankruptcy filed against it, has not made a voluntary
assignment in bankruptcy, has not taken any proceeding
with respect to a compromise or arrangement, has not
taken any proceeding to have itself declared bankrupt
or wound-up nor taken any proceeding to have a receiver
appointed over all or any part of its assets;

(f) QUALIFICATION - "ALI" wil be duly registered or
qualified to carry on business under the applicable
legislation of the State of Nevada;

(g) LICENSES, PERMITS, ETC. - "ALI" holds all material
governmental licenses, permits and authorizations as
may be requisite for the carrying on of its Business in
the places and in the manner heretofore carried on and
has not received notice of any material default under
any of such licenses, permits or authorizations;

(h) TITLE TO ASSETS - at the Closing, "ALI" will have good
and marketable title to the Assets free and clear of
any actual or threatened lien, claim, charge., mortgage
or other security interest or encumbrance whatsoever;

(i) STATE OF REPAIR - the Assets are all in good operating
condition and repair, normal wear and tear excepted;

<PAGE>

(j) MATERIAL CONTRACTS - Schedule B lists all contacts relating
to the Business to which "ALI" is a party which cannot be
terminated on thirty days (or less) notice without liability to
"ALI";

(k) CONTRACTS - all of the material Contracts have been
made in the ordinary course of the Business on "ALI"'
s standard terms and conditions and at current standard
prices of the applicable services,

(l) DEFAULT UNDER CONTRACTS - "ALI" is not in default under
or in breach of any term of any of the Material
Contracts or other contacts to which is a party nor is
"ALI" aware of any existing default of any term thereof
by any of the other parties to such agreements;

(m) BOOKS AND RECORDS - the books and records of "ALI" relating
to the Business fairly and accurately set out and disclose in all
material respects, in accordance with generally accepted
principles the financial condition of the business as at the date
hereof and all material financial transactions of "ALI" relating
to the Business have been accurately recorded in such books and
records-,

(o) NO MATERIAL CHANGE - since 11/1/97, there
have been no change in the affairs,
business, prospects, operations or condition
of the Business, financial or otherwise,
except changes occurring in the ordinary
course of "ALI"'s business, which changes
have not adversely affected and will not
adversely affect the Assets or goodwill of
the Business or the prospects or financial
condition of the Business nor is "ALI" aware
of any future event or condition which is
likely to occur and which would materially
and adversely affect the Assets or the
financial prospects of the Business;

(p) ORDINARY COURSE - the Business will be
carried on in the ordinary course up to the
Closing;

(q) LITIGATION - there are no actions, claims,
suits, judgements, litigation, orders,
investigations or proceedings outstanding
or, to the knowledge of "ALI", pending or
threatened by or against or concerning "ALI"
in any court or before or by any federal,
provincial, municipal or other governmental
department, commission, board, bureau or
agency, or before any arbitrator of any kind
nor is "ALI" aware of any basis for the
same;

<PAGE>

(r) COMPLIANCE WITH LAWS - "ALI" has obtained
all material permits, licenses and other
authorizations which are required with
respect to the Business and the Assets under
the applicable laws, regulations and other
requirements of governmental bodies and
"ALI" has not received notice of any past or
present events, conditions, circumstances,
activities, practices, incidents, actions or
plans which may interfere in a material
respect with or prevent continued compliance
in a material respect with any of the
requirements of such laws., regulations and
requirements;

(s) LABOR MATTERS - "ALI" is not a party to any
collective bargaining or other agreement
with any labor union or other association of
employees and there are no labor disputes,
grievances, strikes or lookouts currently in
existence or, to the knowledge of "ALI",
threatened with respect to any employees of
the Business;

(t) EMPLOYEES - Schedule C contains a complete and
accurate list of the names, positions, wage and salary
rates, bonuses and other compensation and benefits,
dates of hire, location of employment (including with
respect to termination or severance) of all of the
employees of the business; and

(u) EMPLOYMENT CONTRACTS - there are no written employment,
management or consulting agreements or commitments between "ALI"
and any person employed or engaged by the Business and no
contract of employment between "ALI" and any employee of the
Business provides for a period 6f notice or payment of any amount
in lieu of notice to any such employee with respect to
termination or severance of employment which is greater than the
minimum period or amount to which the employee would be entitled
at common law or by statute.

7..2 REPRESENTATIONS, AND WARRANTIES OF "TNRM". "TNRM" hereby represents
and warrants to "ALI" as follows:

(a) "TNRM" INCORPORATION- - "TNRM" is a Nevada corporation duly
incorporated and organized, validly existing and in good standing
in the office of the Registrar of Companies of Nevada with
respect to the filing of annual reports;

<PAGE>

(b) CORPORATE AUTHORITY - "TNRM" has full corporate power, capacity,
authority and legal right to enter into this Agreement and to
carry out the transactions herein contemplated;

(c) AGREEMENT BINDING - the execution and delivery of this Agreement
and the completion of the transaction contemplated hereby have
been duly and validly authorized by all necessary corporate
actions and proceedings on the part of "TNRM" and this Agreement
constitutes a legal, valid and binding obligation of "TNRM"
enforceable against "TNRM" in accordance with its terms except to
the extent enforcement may be limited by laws of general
application affecting the rights of creditors and the
availability of equitable remedies;

(d) NO DEFAULT, ETC - neither the execution and delivery of this
Agreement nor the completion of the transaction contemplated
hereby will violate any of the terms or provisions of the
constating documents, articles or bylaws of "TNRM" nor result in
the breach of any term or provision of , or constitute a default
under, any indenture, mortgage, deed of trust or other agreement
to which "TNRM" is a party or by which it is bound; and

(e) NO BANKRUPTCY, ETC. - "TNRM" has not committed an act of
bankruptcy, is not insolvent, has not proposed a compromise or
arrangement to its creditors generally, has not had any petition
for a receiving order in bankruptcy filed against it, has not
made a voluntary assignment in bankruptcy, has not taken any
proceeding with respect to a compromise or arrangement, has not
taken any proceeding to have itself declared bankrupt or wound-up
and has not taken any proceeding to have a receiver appointed
over all or any part of its assets.

ARTICLE 8
EMPLOYEES,
---------

8.1 TERMINATION BY "ALI" - Immediately following the Closing "ALI" shall
terminate the employment of all employees, if any, then employed by it
in the Business (or shall reassign such ernployees to other
employment with "ALI") effective as of midnight on the Closing Date,
and "ALI" shall thereafter be responsible for and pay all wages,
salaries, bonuses and other compensation and benefits due or accruing
due to such employees prior to the Closing date as well as all
severance costs, if any, as may be payable to such employees as a
result of the termination of their employment as herein contemplate,

<PAGE>

8.2 EMPLOYMENT BY "TNRM". In accordance with the management agreement
described in section 9, I of this Agreement, immediately following the
Closing "ALI" shall be responsible for and provide all employees
required to operate the Business at the same salary and benefits as
currently paid by "ALI" and identified in Schedule C.

8.3 INDEMNITY FROM "ALI". "ALI" shall indemnify and save harmless "TNRM"
from and against any and all claims by any employees of the Business
for or with respect to wages, salaries, bonuses and other compensation
and benefits and severance costs.

ARTICLE 9

MANAGEMENT OF BUSINESS
----------------------

9.1 MANAGEMENT AGREEMENT. "TNRM" shall enter into a management agreement
with "ALI" in respect of the management of the day to day operation of
the Business by "ALI" in the form set out in Schedule D to this
Agreement.
ARTICLE 10
RIGHT OF FIRST REFUSAL
----------------------

10.1 "ALI" 'S RIGHT OF FIRST REFUSAL.

(a) "TNRM" shall not, within five years of the date of this Agreement,
sell, transfer or otherwise dispose of, or offer to sell, transfer or
otherwise dispose of, the Business or all of the shares of any subsidiary
of "TNRM" which owns the Business (the "Investment") unless "TNRM" first
offers to "ALI" by notice in writing (the "Offer") delivered to "ALI" the
prior right to purchase, receive or otherwise acquire the Investment.

(b) The Offer shall state that "TNRM" has determined to sell the
Investment and shall set forth:

(i) the Investment offered for sale, which must represent 100% of the
Investment then held by "TNRM",

(ii) the consideration therefor expressed only in lawful money of the
United States of America and shall be expressed in the aggregate and,
if the Investment involves the sale of shares, in amounts per share
(the "Investment Purchase Price");

(iii) that the terms and conditions of the sale are that at Closing,
100% of the Investment Purchase Price is to be paid by certified
check to "TNRM"; and

<PAGE>

(iv) that the Offer shall either be accepted in its entirety or not at
all and that it is open for acceptance by "ALI" for a period of 60
days after receipt of such Offer by "ALI".

(c) If the Offer is not wholly accepted by "ALI" within the 60 days that
it is open, "TNRM" may, within 120 days after the expiry of the said 60 day
period for acceptance, sell, transfer or otherwise dispose of the whole and
not less than the whole of the Investment to any other person, firm or
corporation (a "Third Party") for not less than the price and on terms and
conditions of payment not substantially more favorable to the Third Party
than those set out in the Offer. Upon the expiry of the said 120 day
period without the completion of a sale to a Third Party, the provisions of
section 10.1 shall again become applicable to the sale, transfer or other
disposition of the Investment and so on from time to time.

(d) Upon the acceptance of the Offer in whole, a binding contract of sale
and purchase of the Investment at the price and on the terms and conditions
referred to above shall be deemed to come into existence, and "ALI" shall
purchase, and "TNRM" shall sell, at the purchase price determined as
aforesaid, the Investment and the closing of the purchase and sale thereof
shall take place at the registered office of "TNRM" at I 0: 00 a. m. on the
3Oth day following the date of acceptance of the Offer or, if that day is
not a business day then on the next business day (or such other date as the
parties thereto may agree), at which time the appropriate parties shall
execute and deliver such certified checks, share certificates (duly
endorsed for transfer), instruments, conveyances, assignments, and releases
and other documents as may be reasonably required to effect and complete
the sale of the Investment, which shall be sold free and clear of all
charges, security interests, encumbrances.. pledges, mortgages, liens,
hypothecation's and adverse claims whatsoever (but subject to the terms of
this Agreement),

(e) Notwithstanding the foregoing, "TNRM" may sell, assign or transfer any
or all of its interest in the Business or in Assets or in any subsidiary
which owns the Business or Assets to an affiliate.
ARTICLE II

SURVIVAL AND REMEDIES
---------------------

11.1 SURVIVAL OF REPRESENTATIONS, WARRANTIES, ETC. Notwithstanding
any investigations made by "TNRM" or its representatives prior to closing,
the representations, warrants, covenants and agreements of "ALI" contained
in this Agreement and in any certificate or other document delivered
pursuant hereto shall survive the Closing, and notwithstanding the
completion of the purchase and sale herein provided for or any
reorganization, amalgamation, sale, transfer or assignment of "ALI", "TNRM"
or the Business, shall continue in full force and effect, except to the
extent expressly waived in writing by "TNRM".

<PAGE>

11.2 REMEDIES FOR BREACH. In the event that any of the
representations or warranties of "ALI" are found to be untrue or there is
a breach of any covenant or agreement of "ALI", "TNRM" shall have the
right, without prejudice to any other rights or remedies which it may have,
to claim from "ALI" a reduction of the Purchase Price equivalent to the
loss or damage suffered by "TNRM" as a result of such misrepresentation or
breach of warranty, covenant or agreement and without limiting in any
manner the rights of "TNRM" with respect thereto, any such claim may be set
off against any amount howsoever owing to "ALI" by "TNRM".
ARTICLE 12
MISCELLANEQUS PROVISIONS
------------------------

12.1 ANNOUNCEMENTS. No announcement or news release shall be
authorized, made or published by either "ALI" or "TNRM" relating to the
transactions herein contemplated without the prior written consent of 'the
other, such consent not to be unreasonably withheld, except to the extent
required by law, regulatory authority or rules of any stock exchange, and
in any event no announcement or news release shall be authorized, made or
published without first informing the other party of the contents thereof.

12.2 COSTS. Each party to this Agreement shall be responsible for the
payment of all costs and expenses incurred or to be incurred by it,
including all fees and disbursements of its legal, accounting and other
professional advisors and consultants, in negotiating and preparing this
Agreement and in otherwise performing the transactions contemplated by this
Agreement,

12.3 BROKERS. "ALI" and "TNRM" represent and warrant to each other
that no broker, agent or other intermediary acted for it in connection with
the transactions contemplated herein in such a manner as to give rise to
any claim against the other for any brokerage fees, finder's fees,
commissions or other like payments with respect to the transactions herein
contemplated and each of the parties does hereby agree to indemnify and
save harmless the other from and against any such claims whatsoever.

12.4 ENTIRE AGREEMENT. This Agreement and the terms hereof shall
constitute the entire agreement between the parties hereto with respect to
all of the matters herein and shall supersede all previous negotiations and
agreements with respect to the matters herein, and this Agreement shall not
be amended, altered or qualified except by a memorandum in writing,,
executed by or on behalf of all of the parties hereto, and any purported
amendment, or alteration or qualification hereof which is not so evidenced
shall be null and void.

12.5 RISK OF LOSS. In the event that any of the Assets are lost,
damaged, or destroyed or expropriated or seized by governmental or other
authority prior to the

<PAGE>

time of Closing and the loss or impairment of such Assets materially
adversely affects the continued operation of the Business in the opinion of
"TNRM", then "TNRM" may, at its option, terminate this Agreement and it
shall not be liable to "ALI" in respect of so doing. In the event that
such loss or impairment of the Assets does not materially adversely affect
the operation of the Business in the opinion of "TNRM", neither "ALI" nor
"TNRM" shall be entitled to terminate this Agreement, rather the Purchase
Price shall be reduced by an amount equal to the value of such loss as
determined by reference to the Purchase Price allocation herein provided
and the parties shall remain obligated to complete the transactions
contemplated herein,

12.6 NOTICES. All notices, requests, demands or other communications
required or permitted to be given by one party to another hereunder shall
be given in writing delivered to or sent by telecopier or by postage
prepaid registered mail to the other party at the following addresses:

TO "ALI":

ACTIVITY LINK, INC., "ALI"
3732 BENNINGTON COURT
CARLSBAD, CALIFORNIA 92008

ATTENTION: PRESIDENT-DAVID W. WALLGREN

TELECOPIER: 760-733-3663

TO "TNRM"-

TRI-NATIONAL DEVELOPMENT CORP.
SUITE 140- 480 CAMINO DEL RIO S.
SAN DIEGO, CALIFORNIA 92108

ATTENTION- PRESIDENT-MICHAEL A. SUNSTEIN

TELECOPIER: 619-718-6377

or at such other address as may be indicated by any party by written
notice to the other and such notices, request, demands or other
communications shall be deemed to have been received when delivered or
sent by telecopier or, if mailed, four (4) business days after the
mailing thereof.

12.7 ATTORNMENT. Each of the parties hereto irrevocably attorns and
submits to

<PAGE>

the exclusive jurisdiction of the courts of the State of Nevada.

12.9 COUNTERPARTS. This Agreement may be executed by the parties by
facsimile and in counterparts,

12.9 ENUREMENT AND ASSIGNMENT. This Agreement shall enure to the
benefit of and be binding upon the parties hereto and their
respective successors and assigns. "TNRM" may assign this
Agreement to a wholly owned subsidiary, provided that "TNRM"
remains obligated to issue the shares described in subsection
3.2(b).

12.10 TIME OF ESSENCE. Time shall be of the essence of this
Agreement and of every part hereof and no extension or
variation of this Agreement shall operate as a waiver of this
provision,

12.11 GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Nevada.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement
as of the day and year first above written,

ACTIVITY LINK, INC.

Per: ________________________________
David W. Wallgren, President

TRI-NATIONAL RESORT MANAGEMENT, INC.

Per: ___________________________________
Michael A. Sunstein, President

EXHIBIT 10.5

AGREEMENT OF PURCHASE AND
SALE OF ASSETS

This Agreement is made as of the____ day of September 1997, between
International Health Network, LLC, ("IHN"), a Nevada Corporation and Tri-
National Development Corp. ("TND"), a Wyoming Corporation.

WHEREAS, "IHN" desires to purchase from "TND" and "TND" desires to sell to
"IHN", upon the terms and subject to the conditions of this Agreement, the
properties of "TND" described in Paragraph 1.01 in exchange for cash and
construction and management agreements from "IHN" described in Paragraph
1.02. In consideration of the mutual covenants, agreements,
representations and warranties contained in this Agreement, the parties
agree as follows;

ARTICLE I - Purchase and Sale of Assets

1.1 Sale of Assets
The assets to be conveyed, transferred, signed, and delivered, as
provided by this Agreement, shall, without limitation, include
150 acres of the property, (see Exhibit A-Legal Description)
known as Hills of Bajamar owned by Planificacion y Desarrollo
Regional Jatay, S.A. de C.V., ("PDRJ") a Mexican Corporation, a
wholly-owned subsidiary of "TND", but does not include any other
assets of "TND" or ("PDRJ"). The 150 acres will transferred to
"IHN" at a price of $25,000 per acre, for a total purchase price
of $3,750,000. Additionally, "IHN" will be granted an option to
acquire a contiguous 100 acres of the Hills of Bajamar Property
at a price of $60,000 per acre. This option shall be in effect
for a period of three years from the closing date of this
agreement.

1.02 Considerations

As full payment for the transfer of the assets by "TND" to "IHN",
"IHN" shall deliver at the closing, the following:

(i) Promissory Notes: "IHN" shall deliver to "TND", at
closing, Promissory Notes in the total amount of
$3,750,000 with interest at 8% interest per annum and the
subject property to remain in trust until fully paid. The
price and terms for the property is based on recent
negotiations between the parties and is subject to Board
of Director approvals. The promissory notes will be
divided into six notes of $625,000 each with interest at
8% per annum. The notes shall have due dates beginning
with February 28, 1998 for the first $625,000 and each of
the remaining five notes due every six months thereafter.

(ii) Construction and Management Agreements. It is agreed that
"IHN"' intends to proceed with the development of an
integrated medical campus, similar to plans originally
proposed by "TND". This medical campus is anticipated to
include a medical school, an acute care hospital in
association with a recognized U.S. provider, a medical
merchandise mart, facilities for continuing medical
education and housing for both students and faculty as
well as employees. "IHN" shall execute construction and
management agreements, dated as of the closing date, which
will provide "TND" with a 10% management fee for the
construction of all facilities to

<PAGE>

be located on the 150 acres plus the 100 acres under
option, as well as a 10% of the monthly square foot rental
fee of all such facilities built on the subject property,
as its management fee. This provision and all other
aspects of this agreement and any amendments hereto or
modifications hereof shall be binding upon the parties
hereto and their respective heirs, successors and assigns.
The agreement will also contain language that allows "TND"
to review and pre-approve any usage for the property other
than as a medical campus. The agreement will also provide
and acknowledge that "IHN" reserves the exclusive right to
develop any and all facilities and offices related to the
medical industry on this site and the adjacent land, so
long as "IHN" is not in default under this agreement.

(iii) Closing: The closing is to take place on or before October
31, 1997.

1.03 Taxes

"IHN" shall pay all taxes and fees, excluding "TND"s income taxes,
arising out of the transfer of the assets.

ARTICLE 2 - Representations and Warranties of "TND"

2.01 Warranties-"TND" represents and warrants that:

(i) Organization. "TND" is a corporation duly organized,
validly existing, and in good standing under the laws of
Wyoming, has all necessary corporate powers to own and
sell its properties and carry on its business as now owned
and operated by it and is in good standing in the State of
Wyoming.

2.03 Compliance With Laws

2.04 No Breach or Violation

The consummation of the transaction contemplated by this
Agreement shall not result in or constitute any of the following;

(i) A breach of any term or provision of this agreement;

(ii) A default or event that, upon notice or lapse of time or
both, would be a default, breach or violation of the
Articles of Incorporation or Bylaws of "TND", or any
lease, license, promissory note, contract, commitment or
other agreement, instrument or arrangement to which "TND"
is a party;

<PAGE>

(iii) An event that would permit any party to terminate any
agreement.

2.06 Authority

"TND" has the right, power, legal capacity and authority to enter into
and perform its respective obligations under this Agreement, subject
only to Board of Director approval, which should be secured prior to
closing.

2.07 Full Disclosure

None of the representations and warranties made by "TND", hereunder,
or on its behalf, contains or shall contain any untrue statement of
material fact, or omits or shall omit any material fact the, omission
of which would be misleading.

ARTICLE 3 - "IHN"'s Representations and Warranties

3.1 "IHN" represents and warrants that:

(i) Organization. "IHN" is a corporation duly organized,
validly existing, and in good standing under the laws of
the State of Nevada, has all necessary corporate powers to
own and sell its properties and carry on its business as
now owned and operated by it and is in good standing in
Nevada.

(ii) Pre-existing Relationship. "IHN" has a pre-existing
business relationship with "TND" of a nature and duration
that has enabled it to evaluate the business and financial
circumstances of "TND" and the risks and merits of this
acquisition.

ARTICLE 4 - Obligations Before Closing

4.01 "TND"'s Covenants

"TND" covenants that from the date of this Agreement until the
closing:

(i) Access to Information. "IHN" and its representatives
shall have, full access during all business hours to all
properties, books, accounts, records, contracts, and
documents of, or relating to the assets and property of
"TND" being sold hereunder.

4.02 Warranties at Closing

<PAGE>

All representations and warranties of "IHN" and "TND" set forth in
this Agreement, shall also be true and correct as of the closing date
as if made on that date.

ARTICLE 5 - Conditions Precedent to "IHN"'s Performance

5.01 Conditions

The obligations of "IHN" to purchase the assets under this agreement
are subject to the satisfaction, at or before the closing, of all the
conditions set out below in this Article 5. "IHN" may waive any or all
of these conditions in whole or in part without prior notice.

2.2 Accuracy of Representations

Except as otherwise set forth in this Agreement, all representations
and warranties by "TND" in this Agreement shall be true on and as of
the closing date as though made at that time.

5.03 Performance of "TND"

5.04 Absence of Litigation

5.05 Consents
--------

All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have been
obtained by "TND" and delivered to "IHN" at or before closing.
Further this agreement shall be subject to approval of "TND"'s outside
legal and tax counsel prior to closing.

ARTICLE 6 - Conditions Precedent to "TND"'s Performance

6.01 Conditions.

<PAGE>

The obligations of "TND" to sell and transfer the assets under this
Agreement are subject to the satisfaction, at or before the closing,
of all the following conditions in this Article 6.

6.02 Accuracy of Representations.
Except as otherwise set forth in this Agreement, all representations
and warranties by "IHN" in this Agreement shall be true on and as of
the closing date as though made at that time.

6.3 "IHN"'s Warranties.

All representations and warranties by "IHN" contained in this
Agreement shall be true on and as of the closing date as though such
representations and warranties were made on and as of that date.

6.4 Absence of Litigation.

6.05 "IHN"'s Performance

"IHN" shall have performed and complied with all covenants and
agreements, satisfied all conditions required by this Agreement to
perform, comply with, or satisfy, before or after closing.

6.05.1 " - "IHN"s Promissory Notes presented pursuant to this
agreement shall be equal to the purchase price. "IHN" may at it's sole
option redeem all the Promissory Notes with out penalty in exchange
for a total payment of $3,750,000 plus appropriate interest at any
time that has sufficient cash to do so, which payment would represent
the original purchase price. In the event of bankruptcy, receivership
or insolvency by "IHN", "TND" shall succeed to "IHN"s rights and or
position in the 150 acres and or any subsequent contracts that "IHN"
may have entered into for the development of the property, at "TND"s
option.

6.06 Consents
--------
All necessary agreements and consents to the consummation of the
transaction contemplated by this Agreement, if any, shall have been
obtained by "TND" and delivered to "IHN" at or before closing.
Further, this agreement shall be subject to the approval of "IHN"s
outside legal and tax counsel prior to closing.

ARTICLE 7 - The Closing

7.01 Closing

The closing of the purchase and sale described herein shall take place
on or before October 31, 1997 at 10:00 A.M. Pacific Time, at the
offices of "TND" 480 Camino del Rio South, San Diego, California or at
another time and place agreeable to the parties.

7.02 "TND"'s Obligations

<PAGE>

At the, closing, "TND" shall deliver or cause to be delivered to
"IHN":

i) Instruments of placement of all assets or other property of "TND"
being acquired hereunder by "IHN"into an escrow, with title being
available subject only to receipt by "TND" of full payment pursuant to
this agreement.

7.03 "IHN"'s Obligations

"IHN" shall execute and deliver to "TND":
(i) Promissory Notes described in paragraph 1.02 (i) in a form
acceptable to "TND".
(ii) Construction and Management agreements as identified in Paragraph
1.02 (ii).

Article 8 - Costs

8.01 Broker

Each of the parties represents and warrants that they have dealt no
outside broker as a broker or finder in connection with the
transactions contemplated by this Agreement, and, insofar as it knows,
no broker or other person is entitled to any commission or finder's
fee in connection with any of these transactions. Each party agrees
that it will be responsible for it's own commission arrangements.

8.02 Expenses

ARTICLE 9 - Form of Agreement

9.01 Headings

9.02 Modification and Waiver

9.03 This Agreement may be executed simultaneously in one or more
counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

<PAGE>

ARTICLE 10 - Parties

10.01 Rights of Parties

10.02 Assignment

This Agreement shall be binding on, and shall inure to the benefit of
the parties to it and their respective heirs, legal representatives,
successors, and assigns; provided, however, "IHN" may not assign any
of its rights under it, except to a wholly owned subsidiary
corporation of the "IHN". No such assignment by "IHN" to its wholly
owned subsidiary shall relieve "IHN" of any of its obligations or
duties under this Agreement.

ARTICLE 11 - Remedies

11.01 Arbitration

11-02 Time is of the Essence
Time is of the essence as to this agreement.

ARTICLE 12 - Nature and Survival of Representations and Obligations

12.01 Effect of Closing

ARTICLE 13 - Notices

To "IHN" at: Att: Mr. _______________________
International Health Network, LLC
____________________________
Las Vegas, Nevada ____________

<PAGE>

To "TND" at: Att: Mr. Michael Sunstein
480 Camino del Rio South #140
San Diego, California 92108

Any party may change its address for purposes of this paragraph by giving
the other party written notice of the new address in the manner set forth
above.

ARTICLE 14 - Governing Law

This Agreement shall be construed in accordance with, and governed by,
the laws of the State of California.

IN WITNESS WHEREOF, the parties to this Agreement have duly executed it on
the day and year first above written.

"IHN":
International Health Network, LLC

by___________________________________

"TND":

Tri-National Development Corp.

by____________________________________

Michael A. Sunstein, President & CEO

<ARTICLE> 5

<S> <C>
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<FISCAL-YEAR-END> APR-30-1998
<PERIOD-START> MAY-01-1997
<PERIOD-END> APR-30-1998
<CASH> 8,481
<SECURITIES> 211,000
<RECEIVABLES> 5,394,232
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 5,560,713
<PP&E> 686,784
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0
9,458,000
<COMMON> 9,070,722
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<TOTAL-LIABILITY-AND-EQUITY> 33,931,304
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</TABLE>