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, 2002
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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)
7960 Silverton Ave., Suite # 210
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City, State and Zip Code
San Diego, California 92126
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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 October 23, 2001 the Company filed a voluntary bankruptcy petition under
Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court
in San Diego, California. The filing is intended to allow Registrant to
remain in possession of its assets and properties, and Registrant's existing
directors and officers will continue to oversee operation of Company's
business as a debtor-in-possession, subject to supervision and orders of
the Bankruptcy Court of matters outside the ordinary course of business.
As a direct result of such demands on accounting resources, the Company
requires additional time for the completion and filing of its year end
report on Form 10-KSB for the twelve months ended April 30, 2002. The
Company expects to file the audited financial statements for the twelve
months ending April 30, 2002 no later than August 14, 2002, presuming
no additional requirements to complete this potential transaction.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jason A. Sunstein (858) 547-4214
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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 29, 2002 By: /s/
Michael A. Sunstein,
Chairman/President/CEO