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-QSB//Form N-SAR
For Period Ended: January 31, 2001
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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.
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 Corp.
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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.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Forms 10-KSB, 20-F, 11-KSB,
10-QSB, N-SAR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
As previously announced, on November 20, 1998, Tri-National Holdings, S.A.
de C.V., a Mexican subsidiary, opened escrow to acquire the Plaza Rosarito
and surrounding real estate from Banco Bital with a $1 million cash down
payment. In July of 1999, the Company received a loan from Capital Trust,
Inc. of New York for $8,000,000 to close escrow and complete the
acquisition. That loan is currently due and payable. The Company has been
negotiating with Capital Trust, Inc. with respect to such loan and has just
received a forbearance agreement from Capital Trust, Inc. giving the
company a period of an additional 60 days to pay off the $8,000,000 loan.
In addition, as previously announced through an 8-K filed on December 11,
2000, the Company received an offer from a major, independent privately-held
company to buy and/or acquire a controlling interest equal to 51% of
the Company's issued and outstanding common stock. The Company has been
negotiating extensively with said company for several months regarding the
potential terms of such a transaction. These negotiations have required
the allocation of a tremendous amount of Tri-National's time and resources,
with extraordinary demands on the Company's accounting personnel. This has
been deemed appropriate given the potential benefits and impact that
completion of such a transaction would have for the Company and its
shareholders.
As a direct result of such demands on accounting resources, the Company
requires additional time for the completion and filing of its quarterly
report on Form 10-QSB for the nine months ended January 31, 2001. The
Company expects to file the unaudited financial statements for the nine
months ending January 31, 2001 no later than March 22, 2001, presuming no
additional requirements to complete this potential transaction.
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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 Corp.
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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 16, 2001 By: /s/ MICHAEL A. SUNSTEIN
Michael A. Sunstein,
Chairman/President/CEO
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