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, 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.
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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 Corp.
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Full Name of Registrant
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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.
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.
On March 28, 2001, Tri-National Development Corp. (the "Company") entered
into agreements with Senior Care Industries, Inc., a publicly-listed Nevada
corporation ("Senior Care"), to sell certain real estate assets of the
Company for a combination of cash, assumed debt and convertible preferred
stock. Senior Care claims the purchase of the assets became effective on
April 30, 2001.
Subsequently, on May 22, 2001, Senior Care Industries, Inc. filed an
initial Form TO-T with the U.S. Securities and Exchange Commission making
and elaborating an offer to buy up to 51% of the outstanding common stock
of Tri-National Development Corp. (OTC BB:TNAV). Said Form is incorporated
by reference herein. The stock of both companies is traded on the Over the
Counter Bulletin Board.
The Company has spent an enormous amount of accounting and legal resources
on the negotiation and compilation of the contracts for the sale of the
above referenced real estate assets to Senior Care and the review of the
subsequent Form TO. This has resulted in the Company requiring additional
time to complete the audit for the year ending April 30, 2001, and the
filing of the Company's year end financial statements on Form 10K-SB.
The Company expects to file the audited financial statements for the year
ending April 30, 2001 no later than August 14, 2001.
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: July 27, 2001 By: /s/
Michael A. Sunstein,
Chairman/President/CEO