UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE):/ /Form 10-k/ /Form 20-F/ /Form 11-K/X/Form 10-Q/ /Form N-SAR
For Period Ended: January 31, 1999
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/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 10-Q
/ / Transition Report on form N-SAR
For the Transition Period Ended:
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM, PLEASE PRINT OR
TYPE. NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION
HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
Tri-National Development Corporation
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Full Name of Registrant
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<PAGE>
Former Name if Applicable
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Address of Principal Executive Office (Street and Number)
480 Camino Del Rio South, Suite # 140
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City, State and Zip Code
San Diego, California 92108
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PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12B-25(b), the
following should be completed.
(check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
/X/ (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof,
Will be filed on or before the fifteenth calendar day following
the Prescribed due date; or the subject quarterly report of
transition Report on Form 10-Q, or portion thereof will be filed
on or before The fifth calendar day following the prescribed due
date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12B-25
(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR, Or the transition report or portion thereof, could not be
filed within the prescribed time period.
In working with the Company's accountants, it was anticipated that the
Company audit the period for the nine months ending January 31, 1999,
electing this date to be the year end and then become a calendar year end
(December 31) and to effect a meeting of the shareholders. However, after
several discussions with the Company's legal counsel, it was decided that
the Company would wait until after its year-end audited financial
statements on Form 10-KSB were filed, as of April 30, 1999, and then have
the Annual
<PAGE>
General Shareholders Meeting and vote to change the Company's fiscal year-
end to December 31. The Company expects to file the unaudited financial
statements for period ending January 31, 1999 no later than March 22, 1999.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jason A. Sunstein (619) 718-6370
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(Name) (Area code and telephone Number)
(2) Have all other periodic reports required under Section 13 or 15 (d) of
the Securities Exchange Act of 1934 or Section 80 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the Registrant was required to file such report (s) been
filed? If answer is no, identify
Report(s). /X/Yes / /No
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(3) Is it anticipated that any significant change in results of operations
from the Corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof? / /Yes /X/No
If so, attach an explanation of the anticipated change, both narratively
and quantatively, And, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made:
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Tri-National Development
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(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 15, 1999 By: /s/
Michael A. Sunstein,
Chairman/President/CEO
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INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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