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: July 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.
On September 12, 2001 the Company filed an answer to the involuntary
bankruptcy petition filed by Senior Care Industries, Inc. (OTC BB: SENC) on
August 23, 2001. Tri-National asserts in its answer that Senior Care filed
the petition in bad faith, knowing that several of the alleged creditors
were not creditors of Tri-National, and the Company is also asking for a
judgment against Senior Care for costs, attorney fees and punitive damages.
The Company has retained Colin Wied, a top San Diego attorney and past
president of the State Bar of California and San Diego County Bar
Associations with 35 years of law experience and vast bankruptcy knowledge,
to pursue this matter on the Company's behalf and to take aggressive
action.
The Company continues to work together with a number of highly respected
and well-funded industry partners to create a comprehensive strategic plan
- a plan that is expected serve to take the Company from its present state
to the realization of the value of the numerous significant real estate
assets. Such a plan, if successful, will result in the payment of all
creditors.
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 three months ended July 31, 2001. The
Company expects to file the unaudited financial statements for the three
months ending July 31, 2001 no later than September 19, 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: September 14, 2001 By: /s/ MICHAEL A. SUNSTEIN
Michael A. Sunstein,
Chairman/President/CEO
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