UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(CHECK ONE): /X/Form 10-KSB/ /Form 20-F/ /Form 11-K/ /Form 10-Q/ /Form N-SAR
For Period Ended: April 30, 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
Full Name of Registrant
Tri-National Development Corporation
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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.
<PAGE>
PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-KSB, 11-K, 10-Q,
N-SAR, Or the transition report or portion thereof, could not be filed
within the prescribed time period.
The Company's audited financial statements for the year end April
30, 1999, only became available on the date the financial
statements were due and this did not allow enough time for proper
review of all documents by the necessary individuals.
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? /X/Yes / /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:
During the year ending April 30, 1999, the Company has been in
aggressive growth mode in (1) developing assisted living
properties in the S.W. United States and (2) acquiring and
developing residential, resort and commercial properties in
Northern Baja California, Mexico. This has lead to a significant
increase in research and development expenditures.
For the year ending April 30, 1998, the Company had earnings per
share of $0.046 on total revenues of $3,314,413. For the year
ending April 30, 1999, it is expected the Company will show a
loss per share of roughly $0.08 on total revenues of
approximately $3,500,000. However, total assets on April 30,
1999 were approximately $45,000,000, compared to $33,931,304 on
April 30, 1998. A complete analysis will be found in the
"Management Discussion and Analysis of Results of Operations and
Financial Condition".
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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: July 29, 1999 By: /s/ MICHAEL A. SUNSTEIN
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Michael A. Sunstein,
Chairman/President/CEO
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- -------------------------------ATTENTION--------------------------------
INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001)
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