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, 2000
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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.
The Company previously issued a private placement of 9-month promissory
notes ("Notes"). The Notes were sold and serviced by an investment banking
firm, who relied on a federal exemption from registration. While the
Company believes it properly met the "commercial paper" exemption and used
the proceeds from the Notes to acquire real estate, a few states have found
the Company to be in violation of their particular state regulations. At
the advise of Legal Counsel, the Company voluntarily ceased all sales
<PAGE>
and renewals of the Notes. In addition, the Company has taken back the
servicing and accounting of the Notes, including payoffs, accruals and
monthly interest payments. In order to protect the Noteholders, the
Company has diverted a lot time and resources and spent an enormous amount
of accounting hours to effect a smooth transition. This will require
additional time to complete the nine months ended report.
The Company expects to file the unaudited financial statements for period
ending January 31, 2000 no later than April 1, 2000.
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, 2000 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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