UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                               FORM 10-KSB

            ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                 THE SECURITIES AND EXCHANGE ACT OF 1934

                For the fiscal year ended April 30, 2002

                       Commission File No. 0-29164

                     TRI-NATIONAL DEVELOPMENT CORP.
             (Name of Small Business Issuer in its charter)


            WYOMING                                33-0741573
     (State of Incorporation)                     (I.R.S. ID)


                     7960 SILVERTON AVE., SUITE 210
                       SAN DIEGO, CALIFORNIA 92126
         (Address of registrant's principal executive officers)

                             (858) 547-4214
          (Registrant's telephone number, including area code)

    Securities registered pursuant to section 12(b) of the Act: None

       SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                  Common Stock, No Par Value Per Share
                            (Title of Class)



Indicate by check mark whether Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities and
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
  Yes [x]  No [_]



Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB. [_]



As of April 30, 2002, 98,071,595 shares of the registrant's common stock
were outstanding.  The aggregate market value of the Registrants's
free-trading common stock, held by non-affiliates on August 14, 2002 was
approximately $1,700,000, based on the closing price of the stock on
August 14, 2002.
<PAGE>
                     TRI-NATIONAL DEVELOPMENT CORP.

                               FORM 10-KSB
                FOR THE FISCAL YEAR ENDED APRIL 30, 2002

                            TABLE OF CONTENTS



                                                                     PAGE
                                                                     ----


                                 PART I

ITEM 1.        Business. . . . . . . . . . . . . . . . . . . . . . . .  3
ITEM 2.        Properties  . . . . . . . . . . . . . . . . . . . . . . 15
ITEM 3.        Legal Proceedings . . . . . . . . . . . . . . . . . . . 16
ITEM 4.        Submission of Matters to a Vote of Security Holders . . 20



                                 PART II

ITEM 5.        Market for Registrant's Common Stock and Related
               Stockholder Matters . . . . . . . . . . . . . . . . . . 21
ITEM 6.        Management's Discussion and Analysis of Results of
               Operations and Financial Condition. . . . . . . . . . . 22
ITEM 7.        Financial Statements and Supplementary Data . . . . . . 24
ITEM 8.        Changes in and Disagreements with Accountants on
               Accounting and Financial Disclosures. . . . . . . . . . 38



                                PART III

ITEM 9.        Directors and Executive Officers of the Registrant. . . 38
ITEM 10.       Executive Compensation . . . . . . . . . . . . . . . . .41
ITEM 11.       Security Ownership of Certain Beneficial Owners and
               Management . . . . . . . . . . . . . . . . . . . . . . .42
ITEM 12.       Certain Relationships and Related Transaction. . . . . .43


                                 PART IV

ITEM 13.       Exhibits and Reports on Form 8-K . . . . . . . . . . . .43


Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43



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<PAGE>
                                 PART I

ITEM 1.        BUSINESS

GENERAL

Tri-National Development Corp. is a multi-faceted international real
estate development, sales and management company.  The Company's
development efforts are focused in four major areas: residential
development, resort properties, commercial development and, indirectly
through joint venture agreements, senior and assisted living facilities.

The Company's projects include current and planned developments in Mexico
and the United States, with a primary focus on large scale, multi-use
projects in Northern Baja California, Mexico.  The Company started buying
property in 1991 some 50 miles south of the San Diego border, in a region
known as the "Gold Coast", the stretch of land in between Tijuana and
Ensenada.  Since that time, there has been an enormous amount of
development in the area, and the Company's property has seen dramatic
appreciation. Since then, the Company has significantly added to its real
estate holdings in this region through options and purchases of numerous
projects, utilizing its long standing relationships and reputation to
purchase quality properties at significant values.  This allows the
Company to become a major force in the ongoing development of this
rapidly growing region.  The Company sees significant potential synergy
between the Baja developments and its senior and assisted living
investments as the Company works with strategic partners to bring U.S.
quality medical care to Baja, thereby allowing the provision of senior
and assisted living facilities at a greatly reduced cost relative to
similar U.S. properties.

The Company was founded in 1988 by Michael Sunstein and became a publicly
traded Canadian corporation in 1989.  Since then, the Company has
renounced its original state of incorporation under the laws of the
Province of British Columbia, Canada and on February 24, 1997 applied for
Certificate of Registration and filed Articles of Continuation in the
office of the Secretary of State of Wyoming.  The Company is now
incorporated under the laws of the state of Wyoming in accordance with
W.S. 17-16-1710 without any break in corporate existence.  The Company is
publicly traded on the NASDAQ OTC BB under the symbol "TNAV" and under
the symbol "TND" on the Hamburg Stock Exchange and the Frankfurt Stock
Exchange.  The Company maintains its executive offices in San Diego,
California at 7960 Silverton Ave., Suite 210, San Diego, California 92126
and its telephone number is 858-547-42140.   As used herein, the term
"TND" or "Company" refers to Tri-National Development Corp. and its
subsidiaries, unless the context indicates otherwise.

BACKGROUND

To date, the Company has obtained funds for the acquisition of its
properties from the sale of common stock and the issuance of 9-month
promissory notes ("Notes").  Recently, state and federal securities
regulators have begun to target nine-month note programs, primarily being
offered by sham and/or start-up companies.  The Company has agreed to
voluntarily cease sales of its Notes, although management feels that the
program met the requirements of federal and state exemptions from
registration for sales of commercial paper.  Due to the cessation of its
Note sales, the Company has experienced an immediate need for alternative
funding for the completion of development and repayment of debt on its
current projects.  This need, coupled with Senior Care Industries filing
of an Involuntary Chapter 11 in August 2001 against Tri-National, led to
the need to file a voluntary Chapter 11 Bankruptcy filing in the San
Diego Federal Bankruptcy Court on October 23, 2001.

In the schedules filed with the bankruptcy court, the Company listed
approximately $86,000,000 in assets and roughly $33,000,000 in total
debt.  The Company's total assets listed in the bankruptcy schedules are
based on current market values per U.S. appraisals, versus the assets
listed on a cost basis in the Company's audited year end April 30, 2001
balance sheet in accordance with GAAP.  The filing of the Chapter 11
proceeding allows the Company an automatic stay from its creditors.

                                    3
<PAGE>
BUSINESS STRATEGY

The Company remains tightly focused on its current business strategy to
restructure its debt and maximize shareholder value, which focuses on
three priorities: growth, profitability and liquidity through both
domestic and international real estate investments.  The Company plans to
(1) purchase and develop the 2,500-acre Hills of Bajamar commercial,
residential and industrial project, located across the toll road from the
world-famous Bajamar Oceanfront Hotel and Golf Resort; (2) expand Plaza
Rosarito, an existing 187,500 square foot commercial shopping center and
15 acres of undeveloped ocean front land zoned for a 450-room hotel and
convention center, located in Rosarito Beach, Baja California; (3)
complete and (4) expand Portal Del Mar, an existing 123-unit condominium
development overlooking the Pacific Ocean.  The Company is intent on
growing this existing asset base and thereby creating cash flow to pay
creditors and emerge from Chapter 11 Reorganization. The Company's
business strategy could be materially affected by various risk factors
such as changes in general economic or political conditions either
nationally or in the regions in which the Company operates or may
commence operations, job growth and employment levels, home mortgage
interest rates or consumer confidence, among other things (See "RISK
FACTORS"). Nevertheless, the Company remains optimistic about its ability
to grow its business.

Land Acquisition and Development

Management continues to believe that its business requires in-depth
knowledge of local markets in order to acquire land in desirable
locations and on favorable terms, to engage subcontractors, to plan
communities keyed to local demand, to anticipate customer tastes and
price ranges in specific markets and to assess the regulatory
environment.

The development process generally consists of three phases: land
acquisition; land development and construction; and sale or lease.  The
development cycles vary depending on the extent of the government
approvals required, the size of the development, necessary site
preparation, weather conditions and marketing results.  When feasible,
the Company acquires land positions through the use of options.  In
addition, the Company acquires finished lots, condos and commercial
building within its pricing parameters, which reduces the development
cycle and provides balance to its real estate investment portfolio. In
acquiring land, the Company considers such factors as: current market
conditions, with an emphasis on the prices of comparable sales and
leases, expected sales and lease rates, proximity to metropolitan areas,
population, industrial and commercial growth patterns, estimated costs,
customer preferences and environmental and regulatory matters.  The
Company employs standards for assessing all proposed purchases based, in
part, upon after tax cash flow and overall return on investment.
Consistent with these standards, the Company seeks to minimize and defer
all expenditures for purchases by utilizing options, phasing land
purchases and development, and relying upon non-recourse seller financing
or third party lenders.  In addition, the Company emphasizes pre-sales in
virtually all of its developments versus speculative inventory.

The Company acts as the general contractor for its developments and hires
subcontractors for all production activities.  The use of subcontractors
enables the Company to reduce its investment in direct labor costs,
equipment and facilities.  The Company generally prices product only
after if has entered into contracts for the construction with
subcontractors, an approach which improves its ability to estimate costs
accurately.

Sales

Sales by the Company are generally made pursuant to a standard sales
contract, which generally requires a customer deposit at the time of
execution and an additional payment upon required approvals.  Subject to
particular contract provisions, the Company generally permits customers
to cancel their obligations in the event approvals are unobtainable
within a specified period of time.

Provided escrows can be closed on all of its current properties,
Management believes the Company's current supply of land is sufficient
for its reasonably anticipated needs over the next several years, and
that it will be able to acquire additional land on acceptable terms for
future developments absent great changes in current land acquisition
market conditions.

                                    4
<PAGE>
SAFE HARBOR STATEMENTS

Statements of the Company's or management's intentions, beliefs,
anticipations, expectations and similar expressions concerning future
events contained in this document constitute "forward looking statements"
as defined in the Private Securities Litigation Reform Act of 1995.  As
with any future event, there can be no assurance that the events
described in forward looking statements made in this report will occur or
that the results of future events will not vary materially from those
described in the forward looking statements made in this report.
Important factors that could cause the Company's actual performance and
operating results to differ materially from the forward looking
statements include, but are not limited, changes in the general level of
economic activity in the markets served by the Company, competition in
the real estate industry and other industries where the Company markets
its products and the introduction of new products by competitors in those
industries, delays in refining the Company's construction and sales
techniques, cost overruns on particular projects, availability of capital
sufficient to support the Company's level of activity and the ability of
the Company to implement its business strategy.

THE PROPERTIES

CURRENT AND PLANNED DEVELOPMENTS IN MEXICO

Hills of Bajamar

The Hills of Bajamar property is a 2,500-acre parcel located in the
Municipality of Ensenada, on the Pacific Ocean side of Baja California,
Mexico, roughly 50 miles south of San Diego, California. The purchase
contract completed in 1992 through the Company's wholly-owned Mexican
subsidiary, Planificacion Desarollos de Jatay, S.A. de C.V.
("Planificacion"), provides for an overall purchase price of $6,000,000
for the 2,500 acres ($2,400 per acre or $.60 per sq. meter).  The
property is being purchased on a gradual basis in 247-acre increments at
$600,000 apiece.  In September 1998, the Company, in accordance with its
contract, had taken title to its second 247-acre parcel and in September
2000, in accordance with its contract, the Company had taken title to its
third 247-acre parcel.  This last 247-acre parcel gives the Company title
to a total of approximately 750 acres with construction rights to all
2,500 acres and places the unpaid balance of roughly 1,750 acres in trust
with Banco Ixe.  Title to additional acres will be released to the
Company as annual payments are made to the seller. In the event the
Company is unable to make its scheduled annual payments, the Company
maintains ownership of any the property already paid for, while the
unpaid property in trust is subject to cancellation and the property will
be subject to refinancing under which the Company may be required to pay
a significantly higher price per acre. Balance owing on the remaining
1,750 acres is $4,200,000 at $600,000 annually with no interest until
2003.

To date, the Company has contributed a total of $4,900,000 in cash and
stock toward this property and its development. Certified Mexican bank
appraisals completed in March of 1998 valued the property in excess of
$71,000 per acre. The purchase terms were negotiated in 1991 prior to
four events: (1) the passage of NAFTA; (2) the liberalization of foreign
ownership of land in Mexico; (3) the California Department of Real Estate
issuing a decree that the advertisement in California for sale of foreign
homes and land is no longer subject to their jurisdiction; and (4) the
mega-developments in the area (see below).

The Hills of Bajamar property is located in the region that has become
known as "the Gold Coast" because of the current and planned
developments. New developments in the region include: (1) access to U.S.
title insurance; (2) access to U.S. mortgage money; (3) a $200 million
plan to privatize and expand the port of Ensenada, which is well underway
and is to include a 70 mile railroad link to the United States, Baja
California's first container- handling facility and a newly completed
passenger cruise ship terminal; (4) a $400 million power plant that will
generate 440 megawatts, enough to power one million homes, to be built in
the Rosarito and Ensenada area; (5) the legislation of casino gaming
which would be a tremendous windfall for the Mexican economy and the Baja
California coast; (6) construction is close to completion on Puerto
Salina, a reported $150 million, 600-boat marina that is located just one
mile north of the Hills of Bajamar or 46 nautical miles south of San
Diego; (7) Fox Studios has built a movie studio located on a 150-acre
site just north of the Hills of Bajamar with a project cost in excess of
$55 million for the filming of

                                    5
<PAGE>
the movie, the Titanic.  There are many additional movies scheduled for
filming at this same studio.  Fox recently announced the addition of "Fox
World", a $100 million theme park to the studio.

The Company's development focus is the creation of a large-scale world
class resort, also encompassing a residential and retirement complex on
the combined ultimate 4,000 acres of the Hills of Bajamar and the Bajamar
Hotel and Golf Resort.  The residential complex will include
condominiums, single-family housing, ranchettes and senior and assisted
living, located within a 1-hour drive from San Diego, California. The
region caters primarily to Southern California travelers already visiting
Baja California, and provides an alternative attraction to Palm Springs,
Phoenix and Las Vegas. Where these desert communities are only viable six
months of the year due to extreme heat in the summer, Baja California
offers a year round climate averaging 75 degrees Fahrenheit.
Additionally, Baja California offers the amenities available from its
oceanfront location including fishing, sailing, swimming, surfing, other
water sports, and oceanfront golf, a competitive advantage that desert
communities cannot provide.

The residential development is planned to be built around a medical
campus the Company plans to joint venture with International Health
Networks, Inc. on the southwest corner of the Hills of Bajamar property
(see below).  The medical campus will utilize the lower cost for support
available in Mexico, combined with the historic quality of medicine in
the United States. The medical campus will also provide services to the 2
million tourists crossing the border each month, including the 500,000
people that cross for work and business, and the 75,000 ex-patriots
living in the region who presently must rely on the Mexican health care
system, which is designed primarily for Mexican Nationals.

The roads and utilities to the Hills of Bajamar are to be completed by
Promar, S.A. de C.V. ("Promar"), a Mexican development company, pursuant
to a contract and in accordance with the master plan.  The Company has
been informed by Promar that the improvements to the property will be
completed by Bechtel Corp., a U.S. company, which also has been
contracted by Promar to build a new international airport 7 miles to the
southeast of the property.  The improvements are to be paid by Promar as
an additional cost to the airport.  This will significantly enhance the
Hills of Bajamar, while allowing Promar access to the airport from the
main coast highway by way of a toll road off ramp through a portion of
the Hills of Bajamar.

Sales of Property at Hills of Bajamar

Vinas de Bajamar

The Company has completed the master plan for the first 1,250 acres known
as, Vinas de Bajamar, in conjunction with GMA International, a
world-renowned master planner, and Valcas Internacional, S.A. ("Valcas"),
the original builder of the Bajamar Ocean Front Hotel and Golf Resort and
several other resort, commercial and residential properties throughout
Mexico.

The zoning has been approved and a construction company has been retained
by Valcas to start cutting the roads in accordance with the master plan.
This allowed the Company to launch a 2,400 1/4-acre residential estate
sales program in August of 2000. During the year end April 30, 2001, the
Company sold approximately 50 lots at an average price of $30,000 each.

The Company plans to sell the 1/4 acre estates starting at $30,000 each
with 10% down and low interest financing for up to 8 years. Upon full
sell out of the 2,400 1/4 acre residential estates, the projected gross
revenues would exceed $75 million with down payments of $7.5 million and
annual mortgage payments of roughly $7 million.  However, to raise
immediate capital the Company released a limited number of lots at a cash
price of $6,000 each.  The Company is preparing to film the property with
digital technology and anticipates including these images with the master
plan and lot map to support sales on its web site as soon as it is
available.  Stewart Title of Houston, Texas will be offering the title
work for this property.

The roads and utilities to the Hills of Bajamar were originally planned
to be completed by Promar, S.A. de C.V., a Mexican development company,
pursuant to a contract and in accordance with the master plan,
concurrently with their U.S. construction company building a new
international airport 7 miles to the southeast of the property.  The
improvements are to be paid by Promar as an additional cost to the
airport.

                                    6
<PAGE>
However, due to their continuing delays in starting, the Company has to
decided to proceed on its own with the infrastructure plans.

The Company believes that the sale of residential estates and revenues
generated from construction of homes on these properties within its Vinas
de Bajamar development over the next 12 months will result in immediate,
long-term and consistent revenues to support the Company's operations
through its reorganization and provide cash flow to begin the payback of
the planned 100% return to its creditors.

Medical Campus

International Health Networks, (IHN) is Nevada corporation and a
majority-owned non-active of the Company.  IHN was intended to be a
multitude of U.S. medical services designed for Mexico that the Company
envisioned for the past several years as the magnet for attracting the
retiree market in Baja California, Mexico.  The primary focus for IHN has
been to build a planned medical campus on the Hills of Bajamar property.
The medical campus was originally conceived by the Company in 1997 and
called for 150 acres at the south end of the property. The Company would
retain the construction rights to build all required facilities on the
combined 250 acres and maintain a property management contract. The
campus would include an acute care hospital associated with a recognized
U.S. medical provider, a medical school complete with dormitories, class
rooms and auditorium, medical exhibition center, R & D facilities for
pharmaceutical industry and facilities for long-term care combined with
anti-aging and wellness programs. This campus would be important not only
to the region, but to the Company's desire to create a retirement mecca
on its properties.

In May of 1999, the Company received the approvals from the Mexican
government for the development of a medical school and a four-year
university. The Company had originally planned to build this facility on
its Hills of Bajamar property, however it has redesigned it's concept
plans to build the school on the north end of Bajamar, upon closing of
escrow if that can occur in the near future.  This entity is currently on
hold.

NetRom, Inc.

In February of 1998, the Company sold 50 acres of its Hills of Bajamar
property to Netrom, Inc. (OTC BB:NRMM) of San Diego, California for
$60,000 per acre for 1 million shares of NetRom's Convertible Preferred
Stock, at a value of $3.00 per share, plus a construction and multi-year
management contract (See "NOTES TO THE FINANCIAL STATEMENTS").  NetRom,
Inc., a developer of action sports CD-Rom and interactive internet
programming, had originally  intended to develop the site as a
post-production multimedia studio, with additional rights to use the site
for Action Sports events.  NetRom is currently revising its corporate
plans and is discussing revising this acquisition.

Viper Networks, Inc. (formerly Taig Ventures, Inc.)

In June of 1998, the Company sold 50 acres of its Hills of Bajamar
property to Viper Networks, Inc. ("Viper"), a Utah corporation, for
$60,000 per acre for 3,000,000 shares of Viper's Convertible Preferred
Stock, at a value of $1.00 per share, plus a construction and multi-year
management contract.  Viper, a telecommunications company, is based in
San Diego, California.  The purpose of the acquisition by Viper was to
develop infrastructure on the site to offer local and long distance
telephone service and internet access to Baja California.  A
communications facility in this region follows on the privatization of
Mexico's telecommunication services and a proposed border-free
telecommunications zone between San Diego and Tijuana by the San Diego
based International Communications Council.

Portal Del Mar

In February of 1999, the Company, through a Mexican subsidiary, signed
purchase agreements and provided the $500,000 down payment to acquire
Portal Del Mar for $1,250,000.  Portal Del Mar is a 123-unit, 2 and
3-bedroom condominium development on 6 acres overlooking the Pacific
Ocean in Baja California, Mexico, just south of Rosarito Beach. The 126
ocean view condominiums are in various stages of completion, with
approximately 46 completed. The Company recently received a financing
commitment for

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$7.5 million to complete the remaining 80 units, add a clubhouse, 3
tennis courts, 2 pools and a spa with beach access and palapas.  Each
condo completed is intended to include an oversize terrace with ocean
views.  Comparable condominiums located across the road are selling in
the $250,000 range.  The Company arranged financing for the remaining
$750,000 of acquisition cost and closed escrow on this property in June
of 1999 and intends to initially operate this property as a hotel and
eventually begin timeshare sales in late 2001.  In March of 2001, the
lender that provided the remaining $750,000 to close escrow, converted
their loan to a 33 1/3% equity position in the project.

The Company expects to start timeshare sales at $5,000 per week with a
$1,500 down payment and the balance at 12% over 7 years.  Upon full sell
out of the 6,222 weeks at an average price of $5,000, the projected gross
revenues would exceed $31 million with down payments of $9 million and
annual mortgage payments of approximately $2.5 million.

Plaza Rosarito

On November 20, 1998, Tri-National Holdings, S.A. de C.V., a Mexican
subsidiary, purchased the Plaza San Fernando from Banco Bital with a $1
million cash down payment.  In July of 1999, Capital Trust Inc. of New
York provided the remaining $8 million necessary to close and complete
the escrow.  In March of 2001, the Company received a 60-day forbearance
from Capital Trust, Inc. for the repayment of the $8 million and has
subsequently defaulted (See "LEGAL PROCEEDINGS").  Plaza San Fernando's
appraised value is in excess of $33 million.  Fonatur, the tourism arm of
the Mexican government, has approved a $38 million loan for the
construction of a hotel and convention center on a portion of the
property.  The Company intends to joint venture this component with a
major U.S. hotel operator.

The Company has renamed this property, Plaza Rosarito.  It is located in
the heart of Rosarito Beach in Baja California, Mexico, minutes from the
20th Century fox film studio where "Titanic" was filmed and down the
street from the famous Rosarito Beach Hotel.  Plaza Rosarito includes 15
acres of undeveloped oceanfront land zoned for the 450-room hotel and
convention center, 18 acres of developed land, including 187,500 square
feet of existing steel, concrete and marble commercial space, 42
developed residential lots and a 80% complete 36-unit condominium
complex.  The Company plans to sell the 30 condominiums at $100,000 each
with a 20% down payment and the balance at 11% over 10 years.  The
Company's initial plans are to sell the 42 residential lots at
approximately $30,000 each with a 20% down payment and the balance at 11%
over 10 years.  The Company has initial plans and will start to execute
multi-year, triple- net leases from established preliminary commitments
for approximately 100,000 square feet of the existing commercial property
at up to $2.00 per square foot per month from U.S. and Mexican retail
operations, consistent with comparable lease rates in the area, which
upon full lease up should generate in excess of $4 million annually and
become one of the most significant shopping centers in Baja California.
The Company has already pre-leased roughly 60% of the 187,500 square foot
shopping center.  Additionally, the Company received approval to sell the
commercial space as condominiums at up to $200 per square foot, with a
30% down payment and the balance at 14% over 5 years.  This allows the
Company an additional exit vehicle if desired and an alternative to
leasing.  The down payments would be deposited into an escrow account,
until the Company completes approximately $1,500,000 in improvements, of
which approximately $800,000 has already been completed.  Upon full sell
out, the projected gross revenues generated from the property could be in
excess of $35 million, with down payments over $11 million and annual
mortgage payments of roughly $5 million.



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CURRENT AND PLANNED DEVELOPMENTS IN THE U.S.

Senior Independent and Assisted Living and Alzheimer's Care

Alpine Gardens East, inc.

Alpine Gardens East, Inc. ("AGE") is a Nevada corporation created to
acquire and develop senior and assisted living facilities primarily in
the S.W. United States. In January of 1998, the Company acquired 51% of
this corporation for a combination of $270,500 in cash and 864,500 shares
of Class B Series B preferred stock.  The Class B Series B preferred
stock was converted into subordinated 15% Convertible debentures.  The
Debentures were subsequently converted to 864,500 common shares during
year end April 30, 2000.  AGE facilities were expected to combine
housing, minimum health care and personal support for elderly residents
who need assistance with certain activities of daily living, without the
need of a complete nursing facility.  The Company no longer maintains a
majority interest in the Youngtown Gardens, and the Company  wrote off
its investment in the entity prior to April 30, 2001.

Youngtown Gardens

In June of 1998, AGE closed on a 5.5 acre developed parcel to build its
first independent and assisted living project, known as Youngtown
Gardens, in Youngtown, Arizona, just north of Phoenix and adjacent to Sun
City.  In July of 1999, a formal ground breaking took place with the
Mayor of Youngtown and the Company for the recently finished construction
on two models. The project was completed with a $10,500,000 construction
loan from Vestin Mortgage (formerly Del Mar Mortgage).  This facility
includes 40 two-bedroom units, 50 one-bedroom units and 36 units reserved
for Alzheimer and Dementia residents.

To reduce its liability during the fourth quarter ending April 30, 2001,
the Company successfully completed an assignment of the $13,000,000
construction loan and accrued interest and penalties to its minority
partner in this project in exchange for a reduced participation of 20% of
the future net profits after debt service. The property was subsequently
foreclosed by the lender.

Temecula Gardens

In November of 1999, the Company, through a joint venture agreement,
closed and completed escrow to acquire a fully-zoned 22-acre parcel of
real property with plans, located in Temecula, California for $4,300,000
for a combination of cash and notes.  During the fourth quarter ending
April 30, 2001, the joint venture filed for Chapter 11 Reorganization to
receive the time required to close on the necessary financing to pay off
the bridge loan of $2,900,000 and provide the construction financing.

Assisted Living - Other Locations in Process

In October of 1998, the Company entered into a purchase agreement to
acquire 3.66 acres of undeveloped property overlooking the Pacific Ocean
in Carlsbad, California for $2,900,000, with a $125,000 down payment.
The Company, through its majority owned subsidiary, Alpine Gardens East,
planned to develop and operate this assisted living facility, with an
Alzheimer's care component.  As of April 30, 2001, the Company had paid a
total of $125,000 in connection with this investment, prior to forgoing
its rights to complete the acquisition due to limited available funds.

In April of 1999, the Company acquired 2.39 acres of undeveloped land in
San Marcos, California for $800,000 (See "Legal Proceedings").  The
property was foreclosed in 2001.

                                    9
<PAGE>
Chapter 11 Reorganization

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 for a total of approximately $70,229,055. The purchase
offer became effective and escrow was to close on April 30, 2001.
Closing was subject to a cash down payment at closing of $10,000,000, of
which a $8,000,000 payment was to be made to Capital Trust, Inc. of New
York for the repayment of the loan made on the Company's Plaza Rosarito
in July of 1999.

When Senior Care was unable to make the scheduled $10,000,000 cash down
payment, the Company on May 5, 2001 agreed, at the request of Senior
Care, to revise the agreements to state that the amount of cash
consideration as part of the overall purchase of the various assets would
be dictated by whatever terms and conditions Senior Care could negotiate
with Capital Trust's approval to payoff the $8,000,000 loan and
additional obtain Tri-National's parent company and subsidiaries Board of
Directors approval prior to closing.

As the payoff of this loan has been the most pressing issue facing the
Company and to assure the release of Tri-National's corporate guarantee,
as well as the personal guarantees given by Michael Sunstein and his
wife, Dr. Jerry Parker and his wife and Lic. Bersain Gutierrrez and his
wife and the subsequent judgments secured by Capital Trust in the amount
of $8,300,000 held against each of these parties-individually and
collectively, the Contract for Deed for Plaza Rosarito, as stated, was
subject to the approval of Capital Trust.  Capital Trust has not accepted
any of the offers submitted by Senior Care and continues to enforce both
the corporate and personal guarantees and judgments.  In addition,
Capital Trust has requested and been granted a State of California court
appointed receiver.  The receiver's sole responsibility was to place a
mortgage on Plaza Rosarito on behalf of Capital Trust, which could
replace the corporate and personal gurantees and subsequent judgments.
As detailed in our last Annual Report, at the time the loan was made to
complete this acquisition, there was never a mortgage placed on the any
of the properties that comprise Plaza Rosarito primarily the 187,500
square foot shopping center and the 15 acres of beachfront land, leaving
the property free of all liens and encumbrances and Capital Trust's
$8,000,000 loan effectively unsecured by Plaza Rosarito.  However,
Capital Trust acknowledges that the Company never took advantage of the
situation as we could have by securing a construction loan and placing a
subsequent lien on the property in front of Capital Trust.  This was a
moral dilemma for Tri-National management since the opportunity was
obvious, and the need for such funding was paramount, but Capital Trust
was ethically if not legally entitled to a mortgage based on the original
contracts for their $8,000,000 loan.  After consideration, the Company
chose not to abuse the situation and continues to work with Capital Trust
to resolve the situation in a way that serves both parties.

Without a successful resolution to pay off Capital Trust, Senior Care
attempted to have TND accept 100% of the consideration being offered for
the assets be made in shares of their Convertible Preferred stock.  After
careful consideration and extensive due diligence, the Board of Directors
of the Company refused to accept the terms and risks associated with the
last proposal by Senior Care and terminated the entire transaction
effective close of business, July 2, 2001.

In spite of all the facts and documents to the contrary, Senior Care is
now claiming all of the Purchase Agreements that were previously executed
were not subject to either Board of Director or Capital Trust, Inc.
approval.  Further, it was of the recent opinion of Judge Strauss of the
California State Court in San Diego that indeed the transaction had not
closed and then issued a restraining order against Senior Care
Industries, Inc. and its officers and directors from making any further
actions regarding this property.

Consequently, Senior Care has since advised Tri-National that it fully
intends to proceed with the Tender Offer it issued on May 22, 2001,
wherein Senior Care Industries, Inc. (OTC BB: SENC) 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).  "Senior Care is offering
to buy up to 51% of the outstanding Common shares of Tri-National
Development Corp., or approximately 20,000,000 common shares.  The terms
of the offer are as follows:  For every three (3)

                                   10
<PAGE>
shares of Tri-National common stock that are tendered, Senior Care is
offering one (1) share of Senior Care common stock plus one (1) warrant
giving the holder the right at the holder's option to purchase one (1)
additional share of Senior Care common stock for a period of one year by
the payment of $1.00 to Senior Care".

The offer states "Shareholders of the Company may tender their
Tri-National common shares at any time after the date of the tender
offer, May 22, 2001, up to and including August 31, 2001.  It is not
anticipated at this time that shareholders will be able to tender their
Tri-National common shares after August 31, 2001.  If a total of 51% of
the common shares of Tri-National are not tendered to Senior Care by
August 31, 2001, then Senior Care may at its option (a) extend the
offering period, (b) accept the shares which have been tendered, or (c)
opt not to accept any tendered shares.  If more than 51% of the common
shares of Tri-National are tendered to Senior Care by August 31, 2001,
then Senior Care may at its option (a) accept the full amount tendered or
(b) accept any amount between 51% and the full amount tendered by
accepting a fixed and equal percentage of all blocks of shares tendered".

Senior Care has announced that it chooses to move forward with the tender
offer regardless of the termination of the sale of assets.  If Senior
Care is successful in acquiring 51% of the Company through the tender
offer, they would acquire controlling interest in the Company, thereby
controlling the assets in the proposed sale without ever closing the
escrow or providing any cash payments to the Company, and without Board
of Directors approval or a shareholders meeting to vote on the
transaction.

It is the considered and unequivocal opinion of Management and the Board
of Directors, after considerable due diligence, that this Tender Offer is
absolutely and most clearly not in the best interests of the Company or
its shareholders and should be rejected.  Senior Care has repeatedly not
delivered on commitments it has made which were specific conditions of
their agreements with Tri-National.  They were unable to make any of the
above referenced cash payments to which they had committed in order to
resolve the Capital Trust debt and thereby free the Company to move
forward.  We believe there is no benefit to the transaction and that in
the long run, shareholders will realize no increased value or improvement
of their position at such time as their shares become liquid and
tradable, and that they will in fact have suffered very significant
further dilution and loss.  The Tender Offer has at this point in time
become a hostile takeover attempt, and we do not believe that it serves
anyone but the insiders at Senior Care.

RISK FACTORS AFFECTING FUTURE RESULTS REGARDING FORWARD-LOOKING
STATEMENTS

The Company's business, results of operations and financial condition are
subject to many risks, including those set forth below.  Certain
statements contained in this report, including without limitation
statements containing the words "believes," "anticipates," "expects," and
words of similar import, constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995.
Such forward-looking statements involve known and unknown risks,
uncertainties and other factors which may cause the actual results,
performance or achievements of the Company, or industry results, to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.  The Company has
made forward-looking statements in this report concerning, among other
things, the impact of future acquisitions and developments, if any, and
the level of future capital expenditures.  These statements are only
predictions, however; actual events or results may differ materially as a
result of risks facing the Company.  These risks include, but are not
limited to, those items discussed below.  Certain of these factors are
discussed in more detail elsewhere in this report, including without
limitation under the captions "Business" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."  Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
report.  The Company disclaims any obligation to update any such factors
or to publicly announce the result of any revisions to any of the
forward-looking statements contained herein to reflect future events or
developments.

The Company has executed numerous contracts for, among other things,
acquisition and development of real estate projects.  Several of the
Company's previously announced attempted acquisitions have after further
due diligence, been abandoned. Certain risks are inherent with the
implementation of the Company's business strategy.  These risks include,
but are not limited to, access to capital necessary to complete the

                                   11
<PAGE>
acquisitions and development, the Company's ability to sustain and manage
growth, governmental regulation, competition and risks common to the real
estate development industry.

CAPITAL REQUIREMENTS

The Company was organized to create and realize value by identifying and
making opportunistic real estate investments through the direct
acquisition, rehabilitation, development, financing and management of
real properties and/or participation in these activities through the
purchase of debt instruments or equity interests of entities engaged in
such real estate business.  The Company's business strategy is to
maximize shareholder value, focusing on three priorities: growth,
profitability and liquidity through both domestic and international real
estate investments.  The Company's primary source of equity financing has
been through private placement of its securities, including short-term
promissory Notes.  As of April 30, 2001, the Company had roughly
$12,000,000 of its short-term corporate notes ("Notes") outstanding (See
"NOTES TO THE FINANCIAL STATEMENTS").

To continue its business strategy, the Company intends to fund its next
round of acquisitions, development and general working capital by
conducting additional private placements of common stock, preferred stock
and debentures.  In addition to the private placements, the Company is
seeking property specific mortgage financing, as well as joint venture
partners and the sale of existing properties.

Presuming the completion of various private placements and the
restructuring of current mortgages, including Capital Trust and the
Notes, the Company would hope to have sufficient funds to complete
development of several of its current projects, which will produce
increased revenues to the Company. In anticipating these projects begin
producing an income, the Company could move away from financing its
operations through the sale of securities. However, there is no assurance
that the Company will be able to do so.

THE COMPANY MAY FAIL TO RAISE REQUIRED CAPITAL

We require significant additional capital to restructure the Company's
existing debt, build out and operate planned properties and for general
working capital needs. Most critically, the $8,300,000 judgment held
against the Company and several of its officers and directors by Capital
Trust, Inc. and the $12,00,000 in nine-month corporate notes must both be
restructured.  We also require additional capital to invest in any new
opportunities. Capital markets have recently been volatile and uncertain.
These markets may not improve, and we may not be able to access these
markets to raise additional capital. If we fail to obtain required new
financing, the failure would have a material adverse effect on our
business and our financial condition. For example, if we are unable to
access capital markets, we may have to restrict our activities or sell
our interests, or in one or more of our subsidiaries or other ventures
earlier than planned or at a "distressed sale" price.

WE HAVE A HISTORY OF LOSSES AND ANTICIPATE FUTURE LOSSES

The Company experienced net losses of approximately $(3,914,000) in the
year ended April 30, 2002, and net losses of $8,540,000 in the year ended
April 30, 2001.  Losses are likely to be significant for at least the
next year to possibly two years as we restructure our debt and continue
to invest additional funds into existing projects to bring them to cash
flow, as well as investing in new projects. We may not generate profits
in the short term or at all. If we fail to achieve profitability, that
failure could have a negative effect on the market value of our common
stock.

COMPETITION

The retirement and residential housing business are highly competitive,
and the Company competes with numerous housing producers ranging from
regional and national firms to small and local builders primarily on the
basis of price, location, financing, design, reputation quality and
amenities.  In addition, the Company competes with other housing
alternatives including existing homes and rental housing.

                                   12
<PAGE>
VACATION OWNERSHIP (TIMESHARE)

Resort timesharing has existed in Mexico since the early 1970's.  During
the past few years, timesharing has been one of the fastest-growing
vacation and real estate industries in the country.  On a worldwide
basis, it is estimated that over 3.75 million households own timesharing
in more than 5,000 timeshare projects.  It also estimated that worldwide
sales volume in the timeshare industry in 1998 was close to $6 billion.

There are 273 timeshare projects in Mexico, which is about six percent of
the world's total.  The timeshare projects are located in Cancun (44),
Puerto Vallarta (42), Acapulco (30), Mazatlan (78), Los Cabos (24),
Ixtapa (19), Manzanillo (14), Cozumel (5), Huatulco (4) and elsewhere
around the country (63).  About 21.5 percent of all overnight
accommodations in the nine major coastal resort destinations of Mexico
are timeshare units, including 40.1 percent in Puerto Vallarta.

On a historical basis, more than $6 billion of timeshare inventory has
been sold in Mexico.  This involves 795,300 intervals being sold to
568,100 customers, including 233,500 Mexican residents and 334,600
international consumers.  Some 82 percent of the international buyers
live in the United States.  The 568,100 owners represent about 16 percent
of the world's total.  About $808 million of timesharing, about 15
percent of the world's total was sold in Mexico in 1997.

This contributes significantly to Mexico's economy.  In 1997, the
year-round occupancy rate in built timeshare projects was about 76.5
percent, compared to about 56.5 percent in the hotel industry.  The
average timeshare-vacationing party spends 9.4 nights while on their
timeshare vacation, including occupancy of their timeshare unit and other
forms of overnight accommodation.  The average visitor party is 3.8
persons.  These figures mean that the timeshare industry annually
generates almost 27 million visitor days in Mexico with over $7 billion
in expenditures, creates directly and indirectly 94,000 jobs and about
$900 million in payroll.

There are three vacation ownership properties to compete with in Baja
California, Mexico; the Rosarito Beach Hotel, the Grand Baja Club and
Hussongs Vacation Club in Ensenada, none of which are located on or near
a golf course.  However, the U.S. competition is the Four Seasons at
Aviara and Grand Pacific Resorts in Carlsbad, California, the Winner's
Circle in Del Mar, California, Pacific Monarch Resorts in Laguna Hills,
California and the Marriott in Palm Desert, California all at least a 1-3
hour drive from the Players Club at Bajamar.

The majority of timeshare owners in Mexico are upper-middle income
households.  Most are between 40 and 60 years of age, college graduates
and married households.  The median income of U.S. owners in Mexico is
more than $68,000.  Almost one-third have incomes over $100,000.

SENIOR, INDEPENDENT AND ASSISTED LIVING

The health care industry is highly competitive and the Company expects
the assisted living business in particular will become more competitive
in the future.  The Company will face competition from numerous local,
regional and national providers of assisted living and long-term care
whose facilities and services are on either end of the senior care
continuum from skilled nursing facilities and acute care hospitals to
companies providing home based health care, and even family members.  In
addition, the Company expects that as assisted living receives increased
attention among the public and insurance companies, competition from
current and new market entrants, including companies focused on assisted
living, will increase.  Some of the competitors in this industry operate
on a not-for-profit basis or as charitable organizations, while others
have, or may obtain, greater financial resources than those available to
the Company.

                                   13
<PAGE>
RAPID GROWTH

MANAGEMENT OF GROWTH

The Company is planning, subject to available financing, expansion both
internally and acquisitions and development.  In order to improve
operating results, the Company's management must manage growth and
expansion effectively.  The Company's ability to manage its growth
effectively requires it to expand its operational, financial and
management information systems and to continue to attract, train,
motivate, manage and retain key employees.  As the Company continues its
expansion, it may become more difficult to manage geographically
dispersed operations.  The Company's failure to effectively manage growth
could have a material adverse effect on the Company's results from
operations.

EXTERNAL GROWTH

In line with its business strategy, the Company has entered into, and
will continue to enter into, a number of agreements to acquire properties
for development.  There can be no assurance that one or more of such
acquisitions will be completed or that the Company will be able to find
additional suitable properties to continue a steady rate of growth.
There can be no assurance that suitable properties will be available for
future acquisition and development at prices attractive to the Company.
The acquisition and development of properties are subject to a number of
risks, many of which are outside the Company's control.  There can be no
assurance that the Company will be able to complete its planned
facilities in the manner, for the amount or in the time frame currently
anticipated.  Delays in the progress or completion of development
projects could affect the Company's ability to generate revenue or to
recognize revenue when anticipated.

DEVELOPMENT AND CONSTRUCTION RISKS

As part of its business strategy during the next few years, the Company
plans to develop senior and assisted living, resort, commercial and
residential properties.  The Company's ability to achieve its development
plans will depend upon a variety of factors, many of which are beyond the
Company's control.  The successful development of additional properties
involves a number of risks, including the possibility that the Company
may be unable to locate suitable sites at acceptable prices or may be
unable to obtain, or may experience delays in obtaining, necessary
zoning, land use, building, occupancy, licensing and other required
governmental permits and authorizations.  Development schedules may be
changed by the Company in order to accommodate requirements of staffing
of new projects and to allow a phase-in of start-up losses inherent in
the marketing and lease-up of new facilities.  Certain construction risks
are beyond the Company's control, including strikes, adverse weather,
natural disasters, supply of materials and labor, and other unknown
contingencies which could cause the cost of construction to exceed
estimates.  If construction is not commenced or completed, or if there
are unpaid subcontractors or suppliers, or if required occupancy permits
are not issued in a timely manner, cash flow could be significantly
reduced.  In addition, any property in construction carries with it its
own risks such as construction defects, cost overruns, adverse weather
conditions, the discovery of geological or environmental hazards on the
property and changes in zoning restrictions or the method of applying
such zoning restrictions.  The nature of licenses and approvals necessary
for development and construction, and the timing and likelihood for
obtaining them vary widely from country to country, state to state, and
from community to community within a state.

REGULATION AND ENVIRONMENTAL

The Company and its subcontractors must comply with various federal,
state and local ordinances, rules and regulations concerning zoning,
building design, construction and similar matters.  The operations of the
Company are affected by various federal, state and local environmental
laws, ordinances and regulations, including regulations pertaining to
availability of water, municipal sewage treatment capacity, land use,
protection of endangered species, population density and preservation of
the natural terrain and coastlines.  These and other requirements could
become more restrictive in the future, resulting in additional time and
expense to obtain approvals for development.  When acquiring land for
development or existing facilities, the Company typically obtains
environmental reports on the properties as part of its due diligence in
order to lessen its risk of exposure.

                                   14
<PAGE>
The Company is also subject to regulations and restrictions by the
government of Mexico concerning investments in business operations in
this country by U.S. companies, none of which has to date had a material
adverse effect on the Company's consolidated operations.  The Company's
foreign operations are also subject to exchange rate fluctuations, which
could affect the Company's financial statements and the reported profits.

VOLATILITY OF STOCK PRICE

Sales of substantial amounts of shares of Common Stock in the public
market or the perception that those sales could occur could adversely
affect the market price of the Common Stock and the Company's ability to
raise additional funds in the future in the capital markets.  The market
price of the Common Stock could be subject to significant fluctuations in
response to various factors and events, including the liquidity of the
market for the shares of the Common Stock, variations in the Company's
operating results, change in earnings estimates by the Company and/or
securities analysts, publicity regarding the industry or the Company and
the adoption of new statutes or regulations in any the Company's
particular industries.  In addition, the stock market in recent years has
experienced broad price and volume fluctuations that often have been
unrelated to the operating performance of particular companies.  These
market fluctuations may adversely affect the market price of the shares
of Common Stock.

CONTROL BY DIRECTORS AND EXECUTIVE OFFICERS

As of April 30, 2002, the Company's directors and executive officers and
their affiliates beneficially owned approximately 25.34% of the Company's
outstanding shares of Common Stock (See "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT)."  As a result, these stockholders,
acting together, would be able to significantly influence many matters
requiring approval by the stockholders of the Company, including the
election of Directors. These shares are available for sale in accordance
with Rule 144. Rule 144 provides, in essence, that a shareholder who is
an affiliate of the Company, after holding restricted securities for a
period of one year, may every three months, sell them in an unsolicited
brokerage transaction in an amount equal to 1% of the Company's
outstanding common shares, or the average weekly trading volume, if any,
during the four weeks preceding the sale.  Non-affiliated shareholders
holding restricted securities are not subject to the 1% limitation and
may sell unlimited amounts of shares they own, under certain
circumstances, after a one-year holding period.  If a substantial part of
the shares, which can be sold were so sold, the price of the Company's
common shares might be adversely affected.

EMPLOYEES

As of April 30, 2002, the Company and its subsidiaries employed 3 people
on a full-time basis.  The Company's success is highly dependent on its
ability to attract and retain qualified employees.  To date, the Company
believes it has been successful in its efforts to recruit qualified
employees, but there is no assurance that it will continue to be
successful in the future.  The Company believes relations with its
employees are excellent.  No employees are represented by collective
bargaining agreements.

ITEM 2.        PROPERTIES

The Company leases one office facility in San Diego, California and one
in Ensenada, Baja California under operating leases that expire in 2001
and the year 2002, respectively.  The leases generally require the
Company to pay all maintenance, insurance and property taxes and are
subject to certain minimum escalation provisions.

The Company also maintains additional operations in Rosarito Beach, Baja
California at its Plaza Rosarito site.

The Company believes that such properties, including the equipment
located therein, are suitable and adequate to meet the requirements of
its businesses.  The Company's facilities are fully used for current

                                   15
<PAGE>
operations of all segments and suitable additional space is available to
accommodate expansion needs, if required.


ITEM 3.        LEGAL PROCEEDINGS

Chapter 11 Reorganization

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 for a total of approximately $70,229,055. The purchase
offer became effective and escrow was to close on April 30, 2001.
Closing was subject to a cash down payment at closing of $10,000,000, of
which a $8,000,000 payment was to be made to Capital Trust, Inc. of New
York for the repayment of the loan made on the Company's Plaza Rosarito
in July of 1999.

When Senior Care was unable to make the scheduled $10,000,000 cash down
payment, the Company on May 5, 2001 agreed, at the request of Senior
Care, to revise the agreements to state that the amount of cash
consideration as part of the overall purchase of the various assets would
be dictated by whatever terms and conditions Senior Care could negotiate
with Capital Trust's approval to payoff the $8,000,000 loan and
additional obtain Tri-National's parent company and subsidiaries Board of
Directors approval prior to closing.

As the payoff of this loan has been the most pressing issue facing the
Company and to assure the release of Tri-National's corporate guarantee,
as well as the personal guarantees given by Michael Sunstein and his
wife, Dr. Jerry Parker and his wife and Lic. Bersain Gutierrrez and his
wife and the subsequent judgments secured by Capital Trust in the amount
of $8,300,000 held against each of these parties-individually and
collectively, the Contract for Deed for Plaza Rosarito, as stated, was
subject to the approval of Capital Trust.  Capital Trust has not accepted
any of the offers submitted by Senior Care and continues to enforce both
the corporate and personal guarantees and judgments.  In addition,
Capital Trust has requested and been granted a State of California court
appointed receiver.  The receiver's sole responsibility was to place a
mortgage on Plaza Rosarito on behalf of Capital Trust, which could
replace the corporate and personal gurantees and subsequent judgments.
As detailed in our last Annual Report, at the time the loan was made to
complete this acquisition, there was never a mortgage placed on the any
of the properties that comprise Plaza Rosarito primarily the 187,500
square foot shopping center and the 15 acres of beachfront land, leaving
the property free of all liens and encumbrances and Capital Trust's
$8,000,000 loan effectively unsecured by Plaza Rosarito.  However,
Capital Trust acknowledges that the Company never took advantage of the
situation as we could have by securing a construction loan and placing a
subsequent lien on the property in front of Capital Trust.  This was a
moral dilemma for Tri-National management since the opportunity was
obvious, and the need for such funding was paramount, but Capital Trust
was ethically if not legally entitled to a mortgage based on the original
contracts for their $8,000,000 loan.  After consideration, the Company
chose not to abuse the situation and continues to work with Capital Trust
to resolve the situation in a way that serves both parties.

Without a successful resolution to pay off Capital Trust, Senior Care
attempted to have TND accept 100% of the consideration being offered for
the assets be made in shares of their Convertible Preferred stock.  After
careful consideration and extensive due diligence, the Board of Directors
of the Company refused to accept the terms and risks associated with the
last proposal by Senior Care and terminated the entire transaction
effective close of business, July 2, 2001.

In spite of all the facts and documents to the contrary, Senior Care is
now claiming all of the Purchase Agreements that were previously executed
were not subject to either Board of Director or Capital Trust, Inc.
approval.  Further, it was of the recent opinion of Judge Strauss of the
California State Court in San Diego that indeed the transaction had not
closed and then issued a restraining order against Senior Care
Industries, Inc. and its officers and directors from making any further
actions regarding this property.

                                   16
<PAGE>
Consequently, Senior Care has since advised Tri-National that it fully
intends to proceed with the Tender Offer it issued on May 22, 2001,
wherein Senior Care Industries, Inc. (OTC BB: SENC) 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).  "Senior Care is offering
to buy up to 51% of the outstanding Common shares of Tri-National
Development Corp., or approximately 20,000,000 common shares.  The terms
of the offer are as follows:  For every three (3) shares of Tri-National
common stock that are tendered, Senior Care is offering one (1) share of
Senior Care common stock plus one (1) warrant giving the holder the right
at the holder's option to purchase one (1) additional share of Senior
Care common stock for a period of one year by the payment of $1.00 to
Senior Care".

The offer states "Shareholders of the Company may tender their
Tri-National common shares at any time after the date of the tender
offer, May 22, 2001, up to and including August 31, 2001.  It is not
anticipated at this time that shareholders will be able to tender their
Tri-National common shares after August 31, 2001.  If a total of 51% of
the common shares of Tri-National are not tendered to Senior Care by
August 31, 2001, then Senior Care may at its option (a) extend the
offering period, (b) accept the shares which have been tendered, or (c)
opt not to accept any tendered shares.  If more than 51% of the common
shares of Tri-National are tendered to Senior Care by August 31, 2001,
then Senior Care may at its option (a) accept the full amount tendered or
(b) accept any amount between 51% and the full amount tendered by
accepting a fixed and equal percentage of all blocks of shares tendered".

Senior Care has announced that it chooses to move forward with the tender
offer regardless of the termination of the sale of assets.  If Senior
Care is successful in acquiring 51% of the Company through the tender
offer, they would acquire controlling interest in the Company, thereby
controlling the assets in the proposed sale without ever closing the
escrow or providing any cash payments to the Company, and without Board
of Directors approval or a shareholders meeting to vote on the
transaction.

It is the considered and unequivocal opinion of Management and the Board
of Directors, after considerable due diligence, that this Tender Offer is
absolutely and most clearly not in the best interests of the Company or
its shareholders and should be rejected.  Senior Care has repeatedly not
delivered on commitments it has made which were specific conditions of
their agreements with Tri-National.  They were unable to make any of the
above referenced cash payments to which they had committed in order to
resolve the Capital Trust debt and thereby free the Company to move
forward.  We believe there is no benefit to the transaction and that in
the long run, shareholders will realize no increased value or improvement
of their position at such time as their shares become liquid and
tradable, and that they will in fact have suffered very significant
further dilution and loss.  The Tender Offer has at this point in time
become a hostile takeover attempt, and we do not believe that it serves
anyone but the insiders at Senior Care.

Citizens Business Bank (formerly Chino Valley Bank)

On August 14, 1998, Tri-National and its wholly owned subsidiary, MRI
Grand Terrace, Inc., appeared in the Superior Court of San Bernardino
before the Honorable Barry Plotkin, to hear Chino Valley Bank, now known
as Citizens Business Bank (AMEX:CVB), attempt to attack the judgment of
approximately $5,000,000 signed by Judge Plotkin on June 3, 1998.
Tri-National successfully defeated the bank's motion for a new trial, as
well as a motion for the Judge to set aside the jury's verdicts reached
on May 7, 1998. In denying Citizens Business Bank's motions, the court
upheld the jury's respective verdicts of 12 to 0 and 11 to 1, wherein
they found the bank guilty of fraud and negligent misrepresentation in
connection with the sale of the Grand Terrace Retirement Hotel to
Tri-National and MRI Grand Terrace, Inc. in 1992.  On August 17, 1998,
the bank posted a $7.5 million bond to allow time to decide whether or
not to start the appeal process. Post judgment interest against the bank
continued at the rate of approximately $500,000 per year.  Citizens
Business Bank has a total net worth of approximately $100 million.

Additionally, Tri-National's motion for attorney fees and costs was heard
and approved on September 25, 1998.  On December 3, 1998, the court
awarded the Company an additional $185,000.  These costs were in addition
to the $5,000,000 judgment for punitive and compensatory damages,
including pre-trial interest.

                                   17
<PAGE>
The bank filed its appeal on June 16, 1999.  The Company filed its answer
to their appeal on September 16, 1999. Oral arguments were held on
September 6, 2000 and the Appellate Court, based on their finding of
inconsistent jury verdicts, returned the case to the State Court for
retrial. The case is currently proceeding toward retrial, with an
anticipated trial date of November, 2002.

Short Term Corporate Notes

The Company previously issued nine-month corporate notes ("Notes"), in
reliance on exemptions from the registration requirements of the
Securities Act of 1933 and applicable state securities laws. The Company
became the subject of a cease and desist order issued by the Wisconsin
Securities Division, based on sales of its Notes to Wisconsin residents.
The nine-month promissory note program was brought to the Company by the
investment banking firm, Johnson, Richards & Company, Inc., and the
Company relied on representations made by that firm that a federal
exemption was available under the right terms and conditions.  With the
proceeds being used for specific projects etc., the Notes were considered
commercial paper and exempt from securities registration.  Although the
Company believes it properly met the criteria for exemption, because it
used the proceeds to acquire real estate and has argued that the sales
met the requirements of the Wisconsin private offering exemption, it has
paid off all of the Notes due in Wisconsin.  The Company also agreed to
voluntary cease and desist orders in California, North Carolina and
Connecticut with respect to sales of those same Notes in those States.
The California and North Carolina Department of Corporations required the
Company to offer rescission to their respective investors regarding the
issuance of the notes and all California investors accepted that
rescission offer.  This required the Company to repay all California
investors their principal only, which the Company had begun paying.  The
State orders do not prohibit future registered, exempt or qualified sales
of the Company's securities in those States.

Additionally, the Louisiana Commissioner of Securities is currently
examining the sales of the Notes to Louisiana residents.  In the event
that it is found that the sales did not meet the requirements of
applicable exemptions from registration in Louisiana, it will probably be
the position of the State of Louisiana that the Company must refund all
investments in the Notes to Louisiana purchasers.  The Company issued
approximately $1,500,000 in Notes to Louisiana investors.  The Company
paid some of the Notes due in Louisiana. There can be no assurance,
however, that the violations will in fact be cured and therefore it is
possible that further remedial action may be required.

Because the Company relied on federal and state exemptions for placement
of its Notes, it is possible that other states may find that the Company
did not comply with the various blue-sky exemptions. The consequences of
any such violations may vary from state to state, but could include the
requirement that the Company rescind some or all of the sales in such
states at the request of the affected subscribers and prepare formal
registration statements and/or other documentation at the request of the
securities regulators. Additionally, the Company and/or its officers may
be subject to civil and/or criminal fines or penalties including, but not
limited to, a sanction with regard to the Company's ability to make any
public offering in the future.

New England International Surety

As stated, to implement its business strategy, the Company initially
funded acquisitions, development and general working capital by issuing
the aforementioned nine-month Corporate Notes at 10% interest per annum.
The investors principal and interest were guaranteed by the Company and
further bonded by New England International Surety Co., for up to $15
million. The Company agreed to collateralize the bonding from New England
International Surety Co. with a portion of its Hills of Bajamar property.
Additionally, it was required to pay over $1,000,000 in bonding fees.  As
of April 30, 2002 the Company continued to have roughly $12,000,000 in
nine-month notes outstanding, of which all are due.  The Company intended
to repay the principal and interest with cash flow generated from
operations, property specific mortgages and the sale of its Series B
Convertible Debentures.  New England International Surety Co. has not
performed and the matter has been reviewed by  legal counsel relative to
pursuing the recovery of the bonding fees through litigation.  The
Company previously withdrew its collateral when New England could not
comply with the

                                   18
<PAGE>
bonding agreements, by failing to repay even one single penny to any of
the investors that had relied on their guarantee. This, in spite of
numerous requests and meetings for that purpose by the Company and many
of the note-holders, with New England principals.

Capital Trust, Inc.

On November 20, 1998, Tri-National Holdings, S.A. de C.V., a Mexican
subsidiary, purchased the Plaza San Fernando from Banco Bital with a $1
million cash down payment.  In July of 1999, Capital Trust Inc. of New
York provided the remaining $8 million necessary to close and complete
the escrow.  In March of 2001, the Company received a 60-day forbearance
from Capital Trust, Inc. for the repayment of the $8 million and has
subsequently defaulted.  In response to the default, Capital Trust, Inc.
entered previous executed confession of judgment in New York on August
29, 2000, in the amount of $8,300,000 against Tri-National Development
Corp. and the following officers and directors individually: Michael and
Linda Sunstein, as personal guarantors, Dr. Jerry and Annmarie Parker, as
personal guarantors, and Bersain and Laura Gutierrez, as personal
guarantors.  All of the personal guarantors signed confessions of
judgment as part of the closing documents for the loan as a condition of
receiving the loan from Capital Trust, Inc..  The confessions of judgment
were in addition to posting of collateral of 3,500,000 common shares of
Tri-National Development Corp. by the Company and a total of 3,135,000
common shares of Tri-National Development Corp. owned personally by
Michael Sunstein and Dr. Jerry Parker.  In February of 2001, Capital
Trust, Inc. entered the judgment "sister-state" in California.  The
Company filed a motion to vacate the sister-state judgment based on its
unconstitutionality in the State of California and was denied.  The
Company immediately filed an appeal, however, without the necessary funds
to post an appeal bond, the Company was unable to stay the enforcement
and Capital Trust, Inc. is moving forward with any and all collections
efforts, including retaining a third-party, post-judgment receiver
appointed by the State of California, however, the appeal process is
continuing.  The receiver's sole responsibility was identified as
proceeding to obtain a lien on the Plaza Rosarito property in favor of
Capital Trust, Inc., as this was not completed at the closing of the loan
and to date has not been completed.

First Regional Bank CBO Norman Lizt

In April of 1999, the Company acquired 2.39 acres of undeveloped land in
San Marcos, California with plans to develop a 60-unit Alzheimer's care
facility for a note for $450,000 (the "Note").  The Note was
collateralized by the real property and 980,000 common shares of the
Company.  The Company was unable to get the proper permits and approvals
for the development of an Alzheimer's facility and subsequently was
unable to receive the required the financing for the repayment of the
Note.  The seller, First Regional Bank CBO Norman Lizt, is seeking a
foreclosure of both the 2.39 acre parcel and the 980,000 common shares.

An action for judicial foreclosure of purchase-money deed of trust
against the Company and the following officers and directors,
individually as guarantors: Michael Sunstein, Jason Sunstein and Dr.
Jerry Parker was entered by the seller with judgments on July 11, 2001.
The Company is currently negotiating the settlement of this matter.

Commercial Money Center

This was a loan stemming from 1996, which the Company withheld payments
for due to consequential legal theories, which will be resolved in court.
The Company agreed to a summary judgment and is liable for a $250,000
judgment.

Investment Funding Associates

This was an action and judgment entered June 5, 2001 against both the
Company and Michael Sunstein in the U.S. Southern District of Florida
regarding loan brokerage fees in connection with the Plaza Rosarito.  The
Company has since settled this action for a total of $250,000.

                                   19
<PAGE>
Planning Associates of the Carolinas, Inc.

This was an ongoing action in the North Carolina Superior Court Moore
County against the Company in connection with outstanding commissions for
the nine-month corporate notes sold by the principal owner and agent,
Michael Kohut, to his clients in North Carolina.  Settlement is still
pending for the issuance of common shares of the Company.

Fulciniti and Newstat

This was an action by indirect participants in a 1993 private placement
against the Company and Ron Yates, a former officer of the Company.
Plaintiffs (and others) had provided funds for stock subscription of then
company officer, Ron Yates.  The Company gave Note to Yates in lieu of
shares.  Parties entered agreement to purchase Note and other common
shares of the Company from Ron Yates and Associates.  The escrow was
never opened, the Note and common shares never tendered by Ron Yates &
Associates.  Cross-complaint by Ron Yates against the Company and Michael
Sunstein on various claims.  Cross-complaint by the Company and Michael
against Yates for declaratory relief. The settlement is pending for
$75,000 stipulated judgment against the Company in favor of plaintiff,
Fulcinit and Newstat.  The claims of Fuciniti and Newstat against Yates
were assigned to the Company with mutual dismissals, without prejudice as
to the Company and Michael Sunstein and Ron Yates.

IOS Capital

This was action brought in San Diego Superior Court on April 13, 2001
against the Company by IOS Capital regarding an office equipment lease
for $15,000.  Settlement pending.

Craig Lanser

This is an action brought in San Diego Superior Court on August 2, 2001
against the Company and its directors by Craig Lanser, a prior consultant
to the Company, for breach of alleged written agreements.  Mr. Lanser is
seeking $50,000 and 340,000 common shares of the Company.  The Company
plans to fight this action and file its answer September 1, 2001.

Gary P. McCracken

This was an action brought in San Diego Superior Court against the
Company and New England International Surety, the bonding company for the
nine-month corporate notes ("Notes"), for the repayment of the principal
and interest of a Note in the amount of $44,685.  The Company plans to
settle this action as soon as funds are available.

Silver Pointe Investments, LLC

Sliver Pointe Investments, LLC provided the remaining $750,000 bridge
loan to complete the acquisition of the Portal Del Mar property.  The
six-month loan was due in January, 2000 at which point Silverpoint began
legal proceedings to recover their funds. The parties then agreed to a
joint venture to resolve the dispute. The parties continue to have issues
to resolve prior to proceeding.

ITEM 4.        SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to security holders for a vote during the
Company's fourth quarter of the year ending April 30, 2002.

                                   20
<PAGE>
                                 PART II

ITEM 5.        MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
               STOCKHOLDER MATTERS

The following table sets forth the trading history of the Common Stock on
the Over the Counter Bulletin Board through June 30, 2002, as reported by
FT Interactive Data.  The quotations reflect inter-dealer prices, without
retail mark-up, mark-down or commission and may not represent actual
transactions.  As of April 30, 2002, there were 98,071,595 shares issued
and outstanding out of an authorized 250,000,000.


                          HIGH BID      LOW BID     HIGH ASK      LOW ASK

2000 QUARTER

First (1/1 - 3/30)        $0.78125     $0.43750     $0.84375     $0.50000
Second (4/1 - 6/30)        0.43750      0.25000      0.46875      0.28125
Third (7/1 - 9/30)         0.93750      0.90625      1.03130      0.90625
Fourth (10/1 - 12/31)      0.87500      0.37500      1.00000      0.43750

2001 QUARTER

First (1/1 - 3/30)        $0.75000     $0.43750     $0.87500     $0.50000
Second (4/1 - 6/30)        0.43750      0.25000      0.50000      0.28125
Third (7/1 - 9/30)         0.12000      0.05000      0.15000      0.09000
Fourth (10/1 - 12/31)

2002 QUARTER

First (1/1 - 3/30)        $0.03000     $0.00500     $0.05000     $0.03500
Second (4/1- 6/30)         0.03000      0.00500      0.05000      0.03500


HOLDERS

As of April 30, 2002, there were approximately 1,150 registered holders
of the Company's Common Stock.  Because many of our shares are held by
brokers and other institutions on behalf of stockholders, we are unable
to estimate the total number of beneficial stockholders represented by
these record holders.

DIVIDEND POLICY

The Company has never declared or paid cash dividends on its Common
Stock, and may elect to retain its net income in the future to increase
its capital base.  The Company does not currently anticipate paying cash
dividends on its Common Stock in the foreseeable future.

STOCK ISSUED FOR SERVICES

In an effort to preserve cash, the Company issued a limited number of
shares of Common Stock in the Company for services for the year end April
30, 2002.  Services included full-time and part-time employees, outside
consultants, marketing, architects, engineers, land planners, accounting
and legal services, web site design and other professional services.

STOCK ISSUED TO CAPITAL TRUST, INC.

A total of 4,000,000 restricted common shares were issued to Capital
Trust, Inc. of New York.  There were 500,000 shares issued as a retainer
for investment banking services and 3,500,000 shares in connection

                                   21
<PAGE>
with the $8 million loan for the closing of Plaza Rosarito (See
"BUSINESS").  The 4,000,000 common shares will be canceled upon repayment
of the loan.  As the 3,500,000 shares were issued for collateral purposes
only, they are not included in the issued and outstanding calculations.
In addition, 2,000,000 restricted common shares were issued to The A.J.
Hester Group, which have been requested by corporate counsel an has not
been honored to date.

STOCK ISSUED TO VILLA SERENA

A total of 1,200,000 restricted common shares were issued to Villa Serena
Homeowners Association as collateral for a $300,000 loan.  The 1,200,000
common shares will be canceled upon repayment of the loan. As these
shares were issued for collateral purposes only, they are not included in
the issued and outstanding calculations.

STOCK ISSUED TO SILVER POINTE INVESTMENTS, LLC

A total of 2,112,000 were transferred to Silver Pointe Investments, LLC
as collateral for a $750,000 loan.  The 2,112,000 common shares will be
canceled upon repayment of the loan.  As these shares were issued for
collateral purposes only, they are not used in the issued and outstanding
calculations.

STOCK ISSUED TO NORMAN LIZT

A total of 980,000 restricted common shares were issued to Norman Lizt as
collateral for a $400,000 loan in connection with the acquisition of the
land in San Marcos, California.  As these shares were issued for
collateral purposes only, they are not included in the issued and
outstanding calculations.

STOCK ISSUED TO PACIFIC HORIZON

A total of 9,000,000 restricted common shares were issued to Pacific
Horizon as collateral for a $2,700,000 loan in connection with the bridge
loan for the land in Temecula, California.  As these shares were issued
for collateral purposes only, they are not included in the issued and
outstanding calculations.

WARRANTS GRANTED AND EXERCISED DURING THE YEAR

The Company had roughly 5,000,000 warrants exercised during the year  end
April 30, 2002.  The shares issued pursuant to this private placement are
restricted securities as defined by Rule 144.


ITEM 6.        MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF
               OPERATIONS AND FINANCIAL CONDITION

OVERVIEW

The Company was organized to create and realize value by identifying and
making opportunistic real estate investments through the direct
acquisition, rehabilitation, development, financing and management of
real properties and/or participation in these activities through the
purchase of debt instruments or equity interests of entities engaged in
such real estate business.  The Company's current business strategy is to
restructure its debt and maximize shareholder value, focusing on three
priorities: growth, profitability and liquidity through both domestic and
international real estate investments.

PLAN OF OPERATION

To date, the Company has obtained funds for the acquisition of its
properties from the sale of common stock and the issuance of 9-month
promissory notes ("Notes").  State and federal securities regulators have
been targeting  nine-month note programs, primarily being offered by sham
and/or start-up companies.  The Company agreed to voluntarily cease sales
of its Notes, although management feels that the program met the
requirements of federal and state exemptions from registration for sales
of commercial paper.  With the

                                   22
<PAGE>
cessation of Note sales, the Company experienced a need for alternative
funding for the completion of development and repayment of debt on its
current projects.  This need, coupled with Senior Care Industries filing
of an Involuntary Chapter 11 in August 2001 against Tri-National, led to
the need to file a voluntary Chapter 11 Bankruptcy filing in the San
Diego Federal Bankruptcy Court on October 23, 2001.

In the schedules filed with the bankruptcy court, the Company listed
approximately $86,000,000 in assets and roughly $33,000,000 in total
debt.  The Company's total assets listed in the bankruptcy schedules are
based on current market values per U.S. appraisals, versus the assets
listed on a cost basis in the Company's audited year-end April 30, 2002
balance sheet in accordance with GAAP.  The filing of the Chapter 11
proceeding allows the Company an automatic stay from its creditors.

The largest asset listed in the Company's Chapter 11 schedules is the
ownership of 100% of the stock in Planificacion Desarrollos de Jatay,
S.A. de C.V. ("Planificacion"), a Mexican corporation, valued at
$49,000,000.  Planificacion was formed for the sole purpose of buying,
owning and developing the Hills of Bajamar.  The Hills of Bajamar
property is a 2,500-acre parcel located in the Municipality of Ensenada,
on the Pacific Ocean side of Baja California, Mexico, roughly 50 miles
south of San Diego, California. The purchase contract completed in 1992,
through Planificacion, provides for an overall purchase price of
$6,000,000 for the 2,500 acres ($2,400 per acre or $.60 per sq. meter).
The property is being purchased on a gradual basis in 247-acre increments
at $600,000 apiece.  As of April 30, 2002, the Company had purchased
three parcels of which it retains title to 600 acres and the unpaid
balance of roughly 1,750 acres remains in trust with Banco Ixe.  A
certified U.S. appraisal completed in March of 2001 valued the property
in excess of $23,333 per acre. The purchase terms were negotiated in 1991
prior to four events: (1) the passage of NAFTA; (2) the liberalization of
foreign ownership of land in Mexico; (3) the California Department of
Real Estate issuing a decree that the advertisement in California for
sale of foreign homes and land is no longer subject to their
jurisdiction; and (4) the mega-developments in the area (see below).

Vinas de Bajamar

The Company has completed the master plan for the first 1,250 acres known
as, Vinas de Bajamar, in conjunction with GMA International, a
world-renowned master planner, and Valcas Internacional, S.A. ("Valcas"),
the original builder of the Bajamar Ocean Front Hotel and Golf Resort and
several other resort, commercial and residential properties throughout
Mexico.

The zoning has been approved and a construction company has been retained
by Valcas to start cutting the roads in accordance with the master plan.
This allowed the Company to launch a 2,400 1/4-acre residential estate
sales program in August of 2000. During the year end April 30, 2001, the
Company sold approximately 50 lots at an average price of $30,000 each.

The Company plans to sell the 1/4 acre estates starting at $30,000 each
with 10% down and low interest financing for up to 8 years. Upon full
sell out of the 2,400 1/4 acre residential estates, the projected gross
revenues would exceed $75 million with down payments of $7.5 million and
annual mortgage payments of roughly $7 million.  However, to raise
immediate capital the Company released a limited number of lots at a cash
price of $6,000 each.  The Company is preparing to film the property with
digital technology and anticipates including these images with the master
plan and lot map to support sales on its web site as soon as it is
available.  Stewart Title of Houston, Texas will be offering the title
work for this property.

The roads and utilities to the Hills of Bajamar were originally planned
to be completed by Promar, S.A. de C.V., a Mexican development company,
pursuant to a contract and in accordance with the master plan,
concurrently with their U.S. construction company building a new
international airport 7 miles to the southeast of the property.  The
improvements are to be paid by Promar as an additional cost to the
airport.

                                   23
<PAGE>
ITEM 7.        FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

               INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                     TRI-NATIONAL DEVELOPMENT CORP.

                                                                     PAGE
                                                                     ----

Report of Don Harrison, CPA  - Independent Auditor . . . . . . . . . . 25
Consolidated Balance Sheets as of April 30, 2001 and 2000. . . . . . . 27
Consolidated Statement of Income for year ended April 30, 2001 . . . . 28
Consolidated Statement of Cash Flows for year ended April 30, 2001 . . 29
Consolidated Statement of Changes in Stockholders' Equity. . . . . . . 30
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . 31









                                   24
<PAGE>
                            Ludlow & Harrison
                            a CPA corporation
                     3545 Camino del Rio, So. Ste D
                           San Diego, CA 92108
               Phone: (619) 283-3333  Fax: (619) 283-7997



August 14, 2002

LUDLOW & HARRISON CPA'S
3545 Camino del Rio South Ste. D
San Diego, CA. 92108


In connection with your audit of the financial statements of Trinational
Development Corp. as of April 30, 2002 and for the year then ended for
the purpose of expressing an opinion as to whether the financial
statements present fairly, in all material respects, the financial
position, results of operations, and cash flows of Trinational
Development Corp., in conformity with generally accepted accounting
principles, we confirm, to the best of my knowledge and belief, the
following representations made to you during your audit.

     1.   We responsible for the fair presentation in the financial
          statements of financial position, results of operations, and
          cash flows in conformity with generally accepted accounting
          principles.


     2.   We have made available to you all-

               a.   Financial records and related data.
               b.   Minutes of the meetings of stockholders, directors,
                    and committees of directors, or summaries of actions
                    of recent meetings for which minutes have not yet
                    been prepared.

     3.   There have been no-

               a.   Irregularities involving management or employees who
                    have significant roles in the internal control
                    structure.
               b.   Irregularities involving other employees that could
                    have a material effect on the financial statements.
               c.   Communications from regulatory agencies concerning
                    noncompliance with, or deficiencies in, financial
                    reporting practices that could have a material effect
                    on the financial statements.

     4.   We have no plans or intentions that may materially affect the
          carrying value or classification of assets and liabilities.


     5.   The following have been properly recorded or disclosed in the
          financial statements:

               a.   Related party transactions and related accounts
                    receivable or payable, including sales, purchases,
                    loans, transfers, leasing arrangements, and
                    guarantees.
               b.   Capital stock repurchase options or agreements or
                    capital stock reserved for options, warrants,
                    conversions, or other requirements.
               c.   Arrangements with financial institutions involving
                    compensating balances or other arrangements involving
                    restrictions on cash balances and line-of-credit or
                    similar arrangements.
               d.   Agreements to repurchase assets previously sold.

                                   25
<PAGE>
     6.   There are no-

               a.   Violations or possible violations of laws or
                    regulations whose effects should be considered for
                    disclosure in the financial statements or as a basis
                    for recording a loss contingency.
               b.   Other material liabilities or gain or loss
                    contingencies that are required to be accrued or
                    disclosed by Statement of Financial Accounting
                    Standards No. 5.

     7.   There are no unasserted claims or assessments that our lawyer
          has advised us are probable of assertion and must be disclosed
          in accordance with Statement of Financial Accounting Standards
          No. 5.


     8.   There are no material transactions that have not been properly
          recorded in the accounting records underlying the financial
          statements.


     9.   Provision, when material, has been made to reduce excess or
          obsolete inventories to their estimated net realizable value.


     10.  The company has satisfactory title to all owned assets, and
          there are no liens or encumbrances on such assets nor has any
          asset been pledged, except as made known to you.


     11.  Provision has been made for any material loss to be sustained
          in the fulfillment of, or from inability to fulfill, any sales
          commitments.


     12.  Provision has been made for any material loss to be sustained
          as a result of purchase commitments for inventory quantities in
          excess of normal requirements or at prices in excess of the
          prevailing market prices.


     13.  We have complied with al aspects of contractual agreements that
          would have a material effect on the financial statements in the
          event of noncompliance.


     14.  We have identified all accounting estimates that could be
          material to the financial statements, including the key factors
          and significant assumptions underlying those estimates, and we
          believe the estimates are reasonable in the circumstances.


     15.  No events have occurred subsequent to the balance sheet date
          that would require adjustment to, or disclosure in, the
          financial statements.




Signature: /S/ Walter Ludlow, CPA
Date:       August 14, 2002

                                   26
<PAGE>
Tri-National Development Corporation
Consolidated Balance Sheet
At April 30, 2002 and 2001

<TABLE>
<CAPTION>
Assets:                                              April 30, 02        April 30, 01
-------                                              ------------        ------------
<S>                                                  <C>                 <C>
Current  assets:
----------------
Cash in banks                                        $     12,579        $      8,969
Accounts receivable, net                                   42,500             352,665
                                                     ------------        ------------
   Total current assets                                    55,079             361,634

Investments:
------------
Viper convertible preferred stock (Note 2)              1,150,000           1,150,000
Hills of bajamar (Note 3)                               5,017,043           4,951,195
Plaza resort timeshares (Note 4)                                -          14,648,501
Assisted living-San Marcos (Note 5)                       450,000             579,974
Plaza rosarito (Note 6)                                11,507,519          11,472,349
Portal del mar condominiums (Note 7)                      573,011           1,645,122
Alpine Gardens East                                             -           2,373,923
El Mirador Center                                                              50,000
International health network                                    -              17,335
                                                     ------------        ------------
   Total investments                                   18,697,574          36,888,399

Other assets:
-------------
Cash in Banks - Restricted (Note 8)                       114,692             114,692
Property, furniture, and equipment, net                         -                   -
                                                     ------------        ------------
   Total other assets                                     114,692             114,692
                                                     ------------        ------------
   Total Assets                                      $ 18,867,345        $ 37,364,725
                                                     ============        ============

Liabilities and stockholders' equity:
-------------------------------------
Current liabilities:
--------------------
Accounts payable and accrued liabilities             $    109,284        $  4,703,837
Loans payable-short term-1 year or less                         -          21,357,469
                                                     ------------        ------------
   Total current liabilities                              109,284          26,061,306

Long Term Accrued Liabilities                           4,503,455                   -
Judgments Payable (Note 9)                              9,397,940                   -
Notes payable-net of current portion (Note 10)         12,021,223           9,079,055
                                                     ------------        ------------
   Total Liabilities                                   26,031,901          35,140,361

Stockholders' equity:
---------------------
Common stock (100,000,000 Auth 98,071,595 Outstanding) 10,174,063          16,648,437
Retained Earnings (Deficit)                           (17,338,618)        (14,424,073)
                                                     ------------        ------------
   Total stockholders' equity                          (7,164,556)          2,224,364

                                                     ------------        ------------
Total Liabilities and Stockholders' Equity           $ 18,867,345        $ 37,364,725
                                                     ============        ============

The accompanying notes are an integral part of the consolidated financial Statements.
</TABLE>

                                   27
<PAGE>
Tri-National Development Corporation
Consolidated Statement of Income
For year ended April 30, 2002 and 2001


<TABLE>
<CAPTION>
                                                              For year ended
                                                     --------------------------------
                                                     April 30, 02        April 30, 01
                                                     ------------        ------------
<S>                                                  <C>                 <C>
Revenues:
---------
  Revenues                                           $     82,600        $     12,060
                                                     ------------        ------------

Operating Expenses:
-------------------
  Corporate note expense (Excluding interest)                   -              (7,056)
  Consulting Fees                                          66,251             286,608
  Sales and marketing                                        (445)             94,428
  Legal, accounting and insurance                         157,706             153,634
  Interest expense                                        876,988           1,421,645
  General and administrative                              625,039             783,421
                                                     ------------        ------------
    Total operating expenses                            1,725,540           2,732,680

                                                     ------------        ------------
Loss from Operations                                   (1,642,940)         (2,720,620)

Other Income and Losses
-----------------------
  Gain on Debt Cancellation (Note 11)                     535,367                   -
  Writeoff of Investments (Note 12)                    (2,807,281)         (3,560,660)
  Writeoff of Marketable Securities                             -          (1,310,979)
  Judgement Losses                                              -            (947,940)
                                                     ------------        ------------
    Total Other Income and Losses                      (2,271,914)         (5,819,579)

                                                     ------------        ------------
Loss before taxes                                      (3,914,854)         (8,540,199)

less: income tax                                                -                   -

                                                     ------------        ------------
Net income (loss)                                      (3,914,854)         (8,540,199)

Primary:
--------
Income (loss) before extraordinary item              $      (0.04)       $      (0.21)
Extraordinary item                                   $          -        $          -
                                                     ------------        ------------
Net Income                                           $      (0.04)       $      (0.21)
                                                     ============        ============

Fully diluted:
--------------
Income (loss) before extraordinary item              $      (0.04)       $      (0.21)
Extraordinary item                                   $          -        $          -
                                                     ------------        ------------
Net Income                                           $      (0.04)       $      (0.21)
                                                     ============        ============


The accompanying notes are an integral part of the consolidated financial Statements.
</TABLE>

                                   28
<PAGE>
Tri-National Development Corporation
Consolidated Statement of Cash Flow
For year ended April 30, 2002 and 2001


<TABLE>
<CAPTION>
                                                              For year ended
                                                     --------------------------------
                                                     April 30, 02        April 30, 01
                                                     ------------        ------------
<S>                                                  <C>                 <C>
Cash from Operating activities
------------------------------
Net Loss per Consolidated Statement of Income        $ (3,914,854)       $ (8,540,199)
Adjustments:
Accrued Interest expenses
-------------------------
  Reversal of Accrued Interest on Corp Notes
   & Other Loans                                          956,070           1,301,216
  Reversal of Capitalized Interest-San Marcos
   & Portal Del Mar                                        56,061
Debt Cancellations
------------------
  Cancel overdrawn balance at Scripps Bank                 (7,965)
  Cancel Corp Bond Insurance                             (188,071)
  Cancel Corp Notes Commissions                          (339,331)
Write-off of Investments and Judgments
--------------------------------------
  Reversal of write-off - Silver Point Joint Venture      396,024
  Reversal of write-off - Alpine Gardens East           2,343,923
  Reversal of write-off - El Mirador                       50,000
  Reversal of write-off - International Health Network     17,334
  Reversal of write-off - Viper & MRI Stock                                 1,868,185
  Reversal of write-off - Netrom Stock                                      1,292,794
  Reversal of write-off - Carlsbad-Carlsbad Property                          145,291
  Reversal of write-off - Various Judgements                                  947,940
  Reversal of write-off - Uncollectable Receivables GSDIC                     123,389
Accrued General & Administrative Expenses
-----------------------------------------
  Accrued Salaries                                        288,194             201,072
  Accrued Legal Fees                                       68,802             136,514
  Other Accrued Expenses                                  131,513             298,146
                                                     ------------        ------------
  Total Adjustments                                     3,772,554           6,314,547
Net Cash Loss From Operations                            (142,300)         (2,225,652)
Accounts receivable-Trade                                     521             147,500
                                                     ------------        ------------
     Net Cash from Operating activities                  (141,779)         (2,078,152)
                                                     ------------        ------------

Cash used in Investments
------------------------
  Alpine Gardens East                                           -            (365,954)
  MRI Medical Diagnostics                                       -              18,184
  Assisted Living-Other Projects                                -           1,942,898
  Hills of Bajamar                                        (65,848)           (708,852)
  Plaza Rosarito                                          (17,442)           (436,649)
  Plaza Resort Timeshares                                       -              (3,416)
  El Mirador                                                                  (50,000)
  Other Assets                                                  -             (85,830)
                                                     ------------        ------------
     Net Cash used in Investments                         (83,290)            310,381
                                                     ------------        ------------

Cash provided by Financing
--------------------------
  Notes and Loans Payable                                  45,542            (538,402)
  Common Stock Private Placements & Warrants              183,137           2,233,848
                                                     ------------        ------------
     Net Cash provided by financing activities            228,679           1,695,446
                                                     ------------        ------------

     Net change in cash and equivalents                     3,610             (72,325)
     Cash and equivalents, beginning of period            123,661              81,294
                                                     ------------        ------------
     Cash and equivalents, end of period             $    127,271        $      8,969
                                                     ============        ============

The accompanying notes are an integral part of the consolidated financial Statements.
</TABLE>

                                   29
<PAGE>
Tri-National Development Corporation
Consolidated Statement of changes in Stockholders' Equity
For the years ended April 30, 2002 and 2001



<TABLE>
<CAPTION>
                                                                         RETAINED        TOTAL
                                            COMMON         PAID IN       EARNINGS     STOCKHOLDERS'
                                            STOCK          CAPITAL       (DEFICIT)       EQUITY
                                            -----          -------       ---------       ------
<S>                                       <C>            <C>            <C>            <C>
Balance, April 30, 2000                   $13,814,089    $ 1,431,142    $ (5,883,874)  $ 9,361,357

Sales of common stock-Private placements    1,391,741              -                     1,391,740
Common stock issued for services              243,650
Conversion of debt to common stock            928,957
Common stock purchased by officers            270,000
Paid in capital-Alpine Gardens East -
 Closed company                                             (803,034)
Paid in capital - Tri-National Holdings
 S.A. de C.V. - Correction                                  (628,108)                     (628,108)
Net income (loss)                                                        (8,540,199)
                                          -----------    -----------   ------------    -----------
Balance, April 30, 2001                   $16,648,437    $         -   $(14,424,073)   $ 2,224,364
                                          ===========    ===========   ============    ===========

Sales of common stock-Private placements      183,137                                      183,137
Return of Common Stock to Treasury           (270,000)                                    (270,000)
Closed GSDIC Common Shares for
 Discontinued Subsidiary                     (818,065)                                    (818,065)
Closed Retained Earnings (Deficit) for
 Discontinued GSDIC Subsidiary                                            1,000,309      1,000,309
Reversed Purchase of plaza
 Resort Timeshares                         (5,569,446)                                  (5,569,446)
Net income (loss)                                                        (3,914,854)    (3,914,854)
                                          -----------    -----------   ------------    -----------
Balance, April 30, 2002                   $10.174.063    $         -   $(17,338,618)   $(7,164,555)
                                          ===========    ===========   ============    ===========

The accompanying notes are an integral part of the consolidated financial Statements.
</TABLE>

                                   30
<PAGE>
                     TRI-NATIONAL DEVELOPMENT CORP.
                    NOTES TO THE FINANCIAL STATEMENTS
              FOR THE YEAR ENDING APRIL 30, 2002 (Audited)


NOTE 1.   DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT
          ACCOUNTING POLICIES

ORGANIZATION AND BUSINESS ACTIVITY

Tri-National Development Corp. ("TND" or the "Company") is a
multi-faceted international real estate development, sales and management
company, publicly traded under the symbol "TNAV" on the NASDAQ OTC BB and
under the symbol "TND" on the Hamburg Stock Exchange and the Frankfurt
Stock Exchange.  The Company's development efforts are focused in four
major areas: residential development, resort properties, commercial
development and senior and assisted living facilities.

The Company was incorporated on July 31, 1979 as Rocket Energy Resources
Ltd. under the laws of the Province of British Columbia, Canada by
registration of its Memorandum and Articles. The Company changed its name
to MRI Medical Technologies, Inc. in April of 1989.  On December 7, 1992,
the Company changed its name to Tri-National Development Corp. and
recapitalized on the basis of five (5) common shares of MRI Medical
Technologies, Inc. for one (1) common share of Tri-National Development
Corp.  In January of 1997, the Shareholders approved a special resolution
to change the corporate domicile from Vancouver, B.C. to the state of
Wyoming.  On February 24, 1997, the Company's Articles of Continuation
were accepted by the state of Wyoming and it is now incorporated in good
standing under the laws of the State of Wyoming.  The Company maintains
its executive offices in San Diego, California at 7960 Silverton Ave. in
Suite 210 and its telephone number is 858-547-4214.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of
Tri-National Holdings, S.A. de C.V., a 60% owned subsidiary,
Planificacion Desarrollos de Jayay, SA de CV, a 100% owned subsidiary,
Inmobilaria Plaza Baja California, S.A., a 100% owned subsidiary, and
Alpine Gardens East, Inc., a 51% owned subsidiary.  All material
intercompany accounts and transactions have been eliminated in the
consolidation.

EARNINGS PER SHARE

Primary earnings per share have been computed based on the weighted
average number of shares and equivalent shares outstanding during each
period.  The dilutive effect of stock options and warrants has been
considered in the computation of equivalent shares and is included from
the respective dates of issuance.

The fully diluted computation is based on the number of shares for the
year ending April 30, 2000 and 2001.  The computation contemplates the
dilutive effects of common stock equivalent shares as well as conversion
of the convertible preferred stock.

Since the date of issuance of the warrants and options, both primary and
fully diluted earnings per share computations limit the assumption of the
repurchase of treasury shares to a maximum of 20% of the outstanding
shares of the Company.

In prior quarters, the Company had inadvertently included common stock
issued as collateral for loans in the total issued and outstanding.  In
the current quarter and year end, the Company has made the proper
calculations and deducted common shares issued as collateral from the
total issued and outstanding.

                                   31
<PAGE>
FURNITURE AND EQUIPMENT

Furniture and equipment are stated at cost and depreciated over the
estimated useful lives of the assets (three to five years) using the
straight line method.

NOTE 2.        VIPER NETWORKS, INC. (FORMERLY TAIG VENTURES, INC.)
               PREFERRED CONVERTIBLE STOCK

In June of 1998, the Company, on behalf of its wholly-owned Mexican
subsidiary, Planificacion y Desarrollo Regional Jatay, S.A. de C.V., a
Mexican corporation, sold 50 acres of its Hills of Bajamar property to
Taig Ventures, Inc., a Utah telecommunications corporation for $60,000
per acre, for a total purchase price of $3,000,000, plus construction and
management contracts on said 50 acres.

Taig Ventures, Inc. delivered to Tri-National Development Corp. at
closing, 3,000,000 shares of its Convertible Preferred Non-Voting Class B
shares at a value of $1.00 per share for a total value of $3,000,000.
The preferred stock accumulates interest at a rate of 15% per annum and
will be convertible into common stock at $1.00 per share or market price
for the 10 day average prior to the date of conversion, whichever is
less, but in no event less than $.75 per share.  The conversion date is
at the option of Tri-National Development Corp., however, no sooner than
12 months from the date of closing and in no case later than 15 days
after the common stock of Taig Ventures, Inc. trades at or above $2.00
per share for a period of thirty consecutive days.

Additionally, Taig Ventures, Inc. provided TND warrants to purchase
1,000,000 common shares at a price of $3.00 per share, presuming that
Taig's common shares are trading at $4.00 or higher; $2.00 per shares if
Taig's common shares are trading between $3.00 and $4.00 per share; $1.25
per share if Taig's common shares are trading between $2.00 and $3.00;
and in no event less than $.75.  The price and terms for the property are
based on arms length negotiations between the parties and was approved by
the Board of Directors of TND and the shareholders of Taig Ventures, Inc.
at their Annual Meeting of Shareholders, held on April 30, 1999.

On November 15, 2000, Taig Ventures, Inc. executed a definitive
Securities Purchase Agreement and Plan of Reorganization (the "Purchase
Agreement") pursuant to which Taig Ventures, Inc., acquired 100% of the
outstanding common shares of Viper Networks, Inc. ("VIPER-CA"), a
California corporation, in exchange for 36,000,000 common shares of Taig
Ventures, Inc..

The acquisition was effected through a Plan of Reorganization (the
"Reorganization"), with Viper Networks, Inc. as the surviving
corporation. Upon consummation of the Purchase Agreement, Reorganization
and approval by the shareholders and the Board of Directors of Taig
Ventures, Inc. at an Extraordinary Meeting of the Shareholders held
December 29, 2000, (1) the name of the Company was changed to Viper
Networks, Inc., leaving VIPER-CA, as a wholly-owned subsidiary and (2) a
reverse split of the common stock was effected on a 1 for 12 basis.  The
preferred shares were not affected by the reverse split of the common
stock.

The Company is confident Viper Networks, Inc. will complete its filings
with the U.S. Securities and Exchange Commission and make application to
the NASD or another stock exchange for the public trading of their common
stock, there can be no assurances that they will be successful in their
efforts.  As such, the Company has reduced the value of the preferred
stock on its balance sheet from $3,000,000 to $1,150,000.

NOTE 3.        REAL ESTATE DEVELOPMENT PROPERTY: HILLS OF BAJAMAR

The Hills of Bajamar property is a 2,500-acre parcel located in the
Municipality of Ensenada, on the Pacific Ocean side of Baja California,
Mexico, roughly 50 miles south of San Diego, California. The purchase
contract completed in 1992 through the Company's wholly-owned Mexican
subsidiary, Planificacion Desarollos de Jatay, S.A. de C.V.
("Planificacion"), provides for an overall purchase price of $6,000,000
for the 2,500 acres ($2,400 per acre or $.60 per sq. meter).  The
property is being purchased on a gradual

                                   32
<PAGE>
basis in 247-acre increments at $600,000 apiece.  In September 1998, the
Company, in accordance with its contract, had taken title to its second
247-acre parcel and in September 2000, in accordance with its contract,
the Company had taken title to its third 247-acre parcel.  This last
247-acre parcel gives the Company title to a total of approximately 750
acres with construction rights to all 2,500 acres and places the unpaid
balance of roughly 1,750 acres in trust with Banco Ixe.   Title to
additional acres will be released to the Company as annual payments are
made to the seller. In the event the Company is unable to make its
scheduled annual payments, the Company maintains ownership of any the
property already paid for, while  the unpaid property in trust is subject
to cancellation and the property will be subject to refinancing under
which the Company may be required to pay a significantly higher price per
acre. Balance owing on the remaining 1,750 acres is $4,200,000 at
$600,000 annually with no interest until 2003.

NOTE 4.        PLAZAS RESORT TIMESHARES AND COMMERCIAL PROPERTY

In December of 1996, the Company entered into an acquisition agreement
with Valcas Internacional, S.A., to acquire 100% of the stock of
Inmobilaria Plaza Baja California, S.A., a Mexican corporation, including
its existing assets, which include 16+ developed acres of ocean front
land within the Bajamar resort with plans for 328 vacation ownership
(timeshare) units for $13,079,055, payable with notes for $9,079,055 and
1,000,000 Class B Series B Convertible Preferred shares with a value of
$4.00 per share(See "NOTES PAYABLE"). During the Company's year end April
30, 2000, the Company paid $200,000 additional as it modified the
original contract and converted the Class B Series B Preferred shares to
common.  The Company is in the process of renegotiating this contract
with the seller, whereby the Company would release its rights and
position in this property for an ongoing participation.

NOTE 5.        ASSISTED LIVING - SAN MARCOS

In April of 1999, the Company acquired 2.39 acres of undeveloped land in
San Marcos, California for $800,000 (See "Legal Proceedings").  The
Company plans to develop a 60-unit Alzheimer's care facility.  The
Company is currently negotiating the sale of this property.

NOTE 6.        PLAZA ROSARITO

On November 20, 1998, Tri-National Holdings, S.A. de C.V., a Mexican
subsidiary, purchased the Plaza San Fernando from Banco Bital with a $1
million cash down payment.  In July of 1999, Capital Trust Inc. of New
York provided the remaining $8 million necessary to close and complete
the escrow.  In March of 2001, the Company received a 60-day forbearance
from Capital Trust, Inc. for the repayment of the $8 million and has
subsequently defaulted (See "LEGAL PROCEEDINGS").  Plaza San Fernando's
appraised value is in excess of $23 million.  Fonatur, the tourism arm of
the Mexican government, has approved a $38 million loan for the
construction of a hotel and convention center on a portion of the
property.  The Company intends to joint venture this component with a
major U.S. hotel operator.

The Company has renamed this property, Plaza Rosarito.  It is located in
the heart of Rosarito Beach in Baja California, Mexico, minutes from the
20th Century fox film studio where "Titanic" was filmed and down the
street from the famous Rosarito Beach Hotel.  Plaza Rosarito includes 15
acres of undeveloped oceanfront land zoned for the 450-room hotel and
convention center, 18 acres of developed land, including 187,500 square
feet of existing steel, concrete and marble commercial space, 42
developed residential lots and a 80% complete 36-unit condominium
complex.  The Company plans to sell the 30 condominiums at $100,000 each
with a 20% down payment and the balance at 11% over 10 years.  The
Company's initial plans are to sell the 32 residential lots at
approximately $30,000 each with a 20% down payment and the balance at 11%
over 10 years.  The Company has initial plans and will start to execute
multi-year, triple- net leases from established preliminary commitments
for approximately 100,000 square feet of the existing commercial property
at up to $2.00 per square foot per month from U.S. and Mexican retail
operations, consistent with comparable lease rates in the area, which
upon full lease up should generate in excess of $4 million annually and
become one of the most significant shopping centers in Baja California.
The Company has already received letters of interest for roughly 60% of
the 187,500 square foot shopping center.  Additionally, the Company
received approval to sell the commercial space as condominiums at up to
$200 per square foot, with a 30% down payment and the balance at 14% over
5 years.  This allows the Company

                                   33
<PAGE>
an additional exit vehicle if desired and an alternative to leasing.  The
down payments would be deposited into an escrow account, until the
Company completes approximately $1,500,000 in improvements, of which
approximately $800,000 has already been completed. Upon full sell out,
the projected gross revenues generated from the property could be in
excess of $35 million, with down payments over $11 million and annual
mortgage payments of roughly $5 million.

NOTE 7.        PORTAL DEL MAR CONDOMINIUMS

In February of 1999, the Company, through a Mexican subsidiary, signed
purchase agreements and provided the $500,000 down payment to acquire
Portal Del Mar for $1,250,000.  Portal Del Mar is a 123-unit, 2 and
3-bedroom condominium development on 6 acres overlooking the Pacific
Ocean in Baja California, Mexico, just south of Rosarito Beach. The 126
ocean view condominiums are in various stages of completion, with
approximately 46 completed. The Company is seeking a financing commitment
for $7.5 million to complete the remaining 80 units, add a clubhouse, 3
tennis courts, 2 pools and a spa with beach access and palapas.  Each
condo completed is intended to include an oversize terrace with ocean
views.  Comparable condominiums located across the road are selling in
the $250,000 range.  The Company arranged financing for the remaining
$750,000 of acquisition cost and closed escrow on this property in June
of 1999 and intends to initially operate this property as a hotel and
eventually begin timeshare sales in late 2001.  In March of 2001, the
lender that provided the remaining $750,000 to close escrow, converted
their loan to a 33 1/3% equity position in the project.

The Company expects to start timeshare sales at $5,000 per week with a
$1,500 down payment and the balance at 12% over 7 years.  Upon full sell
out of the 6,222 weeks at an average price of $5,000, the projected gross
revenues would exceed $31 million with down payments of $9 million and
annual mortgage payments of approximately $2.5 million.

NOTE 8.        CASH IN BANKS - RESTRICTED

The restricted cash in banks is funds left over from the $8 million loan
from Capital Trust, Inc. that the Company did not have signature
authority.  The funds have since been recovered  by the receiver (See
"LEGAL PROCEEDINGS").

NOTE 18.       JUDGMENTS PAYABLE

Capital Trust, Inc.                     $ 8,432,183
Funding Associates                          265,757
Commercial Money Center                     250,000
First Regional Bank, FBO Norman Lizt        450,000
                                        -----------
                                        $ 9,397,940
                                        ===========


NOTE 10.       LOANS PAYABLE SHORT-TERM

The Company has made private offerings of its securities, including its
common stock and nine-month corporate notes ("Notes"), in reliance on
exemptions from the registration requirements of the Securities Act of
1933 and applicable state securities laws. The Company became the subject
of a cease and desist order issued by the Wisconsin Securities Division,
based on sales of its Notes to Wisconsin residents.  The nine-month
promissory note program was brought to the Company by the investment
banking firm, Johnson, Richards & Company, Inc., and the Company relied
on representations made by that firm that a federal exemption was
available under the right terms and conditions.  With the proceeds being
used for specific projects etc., the Notes were considered commercial
paper and exempt from securities registration.  Although the Company
believes it properly met the criteria for exemption, because it used the
proceeds to acquire real estate and is arguing that the sales met the
requirements of the Wisconsin private offering exemption, it has paid off
all of the Notes due in Wisconsin.  The Company has also agreed to a
voluntary

                                   34
<PAGE>
cease and desist order in California and North Carolina with respect to
sales of those same Notes in that state.  The California Department of
Corporations and the North Carolina Department of Corporations both
required the Company to offer rescission to investors in that offering
and all California and North Carolina investors accepted that rescission
offer.  This requires the Company to repay all California and North
Carolina investors their principal only, which the Company has already
started paying.  The California order does not prohibit future exempt or
qualified sales of the Company's securities in California.

Additionally, the Louisiana Commissioner of Securities and Connecticut
Department of Banking are currently examining the sales of the Notes to
its residents.  In the event that it is found that the sales did not meet
the requirements of applicable exemptions from registration, it is the
position that the Company must refund all investments in the Notes to
Louisiana and Connecticut purchasers.  The Company issued approximately
$1,500,000 in Notes to Louisiana investors.  The Company has already
started to pay off Notes due in Louisiana and intends to meet the balance
of the refund obligation with a combination of revenues generated by
Plaza Rosarito, equity and/or debt financing and the leveraging of
portions of its real estate portfolio.  There can be no absolute
assurance, however, that the violations will in fact be cured in this
manner and therefore it is possible that further remedial action may be
required.

Because the Company has relied on federal and state exemptions for
placement of its Notes, other states may find that the Company did not
comply with the various blue sky exemptions. The consequences of any such
violations may vary from state to state, but could include the
requirement that the Company rescind some or all of the sales in such
states at the request of the affected subscribers and prepare formal
registration statements and/or other documentation at the request of the
securities regulators. Additionally, the Company and/or its officers may
be subject to civil and/or criminal fines or penalties including, but not
limited to, a sanction with regard to the Company's ability to make any
public offering in the future.  It is believed that the Company can
continue its operations through its development of cash and revenues from
its ongoing operations despite the rescission offer in California and
potential refund to Louisiana investors.

Short-term notes payable at April 30, 2002, consisted of the following:

    Corporate Notes payable
       9-month notes, interest at 10%,
       currently due                         $11,367,167

    Notes payable, short term
       interest at 10%, due January 31, 2001     654,056
                                             -----------

TOTAL                                        $12,021,223
                                             ===========

NOTE 11.       GAIN ON DEBT CANCELLATION

Scripps Bank                                 $     7,965
Corporate Notes Bonds Insurance                  188,071
Corporate Notes Commission                       334,331
                                             -----------
     TOTAL                                   $   535,367
                                             ===========

NOTE 12.       WRITE-DOWN OF INVESTMENTS

Write down of investment in Alpine
 Gardens East, Inc.                          $2,343,923
Write down of investment in Silver Point        396,024
Write off of investment in El Mirador            50,000
Write off of International Health Network        17,334
                                             ----------
               TOTAL                         $2,807,000
                                             ==========

                                   35
<PAGE>
NOTE 13.       PROPERTY, FURNITURE AND EQUIPMENT

Furniture and equipment consists of the following:

                                             April 30, 2002
                                             --------------


     Furniture and equipment                 $33,080
     Less accumulated depreciation           (33,080)
                                             -------
                                             $     0
                                             =======
NOTE 14.       LEASES

The Company leases one office facility in San Diego, California and one
in Ensenada, Baja California under operating leases which expire in 2001
and the year 2002, respectively.  The leases generally require the
Company to pay all maintenance, insurance and property taxes and are
subject to certain minimum escalation provisions.  The Company also
leases autos, equipment and computers.

Future minimum operating lease payments as of April 30, 2002 are as
follows:

     2002                                    $210,700
     2003                                     252,840
                                             --------
                                             $463,540
                                             ========

NOTE 15.       GOING CONCERN

During the Chapter 11 reorganization process, which was filed on October
23, 2001, after review with our various counsel, we have determined that
approximately $3,000,000 of new capital will allow the restructuring of
the Company's existing debt in the amount of approximately $12,000,000 of
nine-month notes. These funds could allow us to proceed with the
development of infrastructure necessary for the build out and operation
of our planned properties and for general working capital needs. The
$8,300,000 judgment held against the Company and several of its officers
and directors by Capital Trust, Inc. will be dealt with by development of
the Rosarito properties.  We will also require additional capital to
restructure the other assets held by the Company, which would allow the
repayment of any additional debt not covered above. Capital markets have
recently been volatile and uncertain. These markets may not improve, and
we may not be able to access these markets to raise additional capital.
If we fail to obtain new outside financing, the Company can still succeed
with its plan, however it would be achieved by selling lots and using the
funds to accomplish the infrastructure, which would obviously  slow down
the plan but not stop it.  We could also restrict our activities or sell
some of our interests in one or more of our subsidiaries, or other
ventures, earlier than planned or at a "distressed sale" price.

The Company is also seeking to develop a reorganization plan which is to
be filed prior to August 31, 2002 that would incorporate a security for
the unsecured creditor during the period that the creditors are receiving
payment, however not yet plaid in full. It is a follow-up to a recent
letter to the nine-month note-holders, wherein we discussed our desire
for such a plan.

The Company experienced net losses of approximately $3,914,854 in the
year ended April 30, 2002, primarily due to continued write downs and
write offs, preceded by losses of $8,540,199 in the year ended April 30,
2001, also primarily due to several write downs and write offs, and net
income of $532,629 in the year ended April 30, 2000.  Losses are likely
to continue for at least the next year to possibly two years as

                                   36
<PAGE>
we restructure our debt and continue to invest additional funds into
existing projects to bring them to cash flow.

The Company believes that the sale of residential lots within its Vinas
de Bajamar development over the next 12 months will result in immediate,
long-term and consistent revenues to support the Company's operations
through its reorganization and provide cash flow to pay off 100% of its
creditors.









                                   37
<PAGE>
ITEM 8.        CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
               ACCOUNTING AND FINANCIAL DISCLOSURE

None.

                                PART III

ITEM 9.        DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The By-Laws of the Company provide for indemnification of officers and
directors.  The specific provision of the By-Laws related to such
indemnification is as follows:

PART 19

INDEMNITY AND PROTECTION
DIRECTORS, OFFICERS AND EMPLOYEES

19.1 Subject to the provisions of the Company Act, the Directors shall
cause the Company to indemnify a Director or former Director of the
Company and the Directors may cause the Company to the Company is or was
a shareholder the heirs or personal representatives of any such person
against all costs, charges and judgment, actually and reasonably incurred
by him or them including an amount paid to settle an action or satisfy a
judgement in a civil, criminal or administrative action or proceeding to
which he is or they are made a party by reason of his being or having
been a Director of the Company or a director of any such corporation.
Each Director of the Company on being elected or appointed shall be
deemed to have contracted with the Company on the terms of the foregoing
indemnity.

19.2 Subject to the provisions of the Company Act, the Directors may
cause the Company to indemnify any officer, employee or agent of the
Company or of a corporation of which the Company is or was a shareholder
(notwithstanding that he is also a Director) and the heirs or personal
representatives against all costs, charges and expenses whatsoever
incurred by him or them and resulting from his acting as of officer,
employee or agent of the Company (if he shall not be a full time employee
of the Company and notwithstanding that he is also a Director), and his
heirs and legal representatives against all costs, charges and expenses
whatsoever incurred by him or them and Secretary by the Company Act or
these Articles and each such Secretary and Assistant Secretary shall on
being appointed be deemed to have contracted with the Company on the
terms of the foregoing indemnity.

19.3 The failure of a Director or officer of the Company to comply with
the provisions of the Company Act or of the Memorandum or these Articles
shall not invalidate any indemnity to which he is entitled under this
Part.

19.4 The Directors may cause the Company to purchase and maintain
insurance for the benefit of any person who is or was serving as a
Director, officer, employee or agent of any corporation of which the
Company is or was a shareholder and his heirs or personal representatives
against any liability incurred by him as such Director, officer, employee
or agent.

19.5 Contingent Liability

Duet to lack of funds, the Company has been unable to provide Directors
and Officers Insurance to its officers and directors. This coverage
remains unattended to date, in spite of accruing potential liabilities to
both officers and directors related to legal issues both in process and
outstanding.

                                   38
<PAGE>
OFFICERS AND DIRECTORS

The following table sets forth the name, age and position of each of the
persons who were serving as executive officers and directors of the
Company as of April 30, 2000.

                                POSITIONS HELD
NAME                     AGE    WITH THE CORPORATION         SINCE
------                   ---    ---------------------        -----
Michael A. Sunstein      59     Director, CEO &              1989
                                President
Dr. Jerry Parker         64     Director and                 1996
                                V.P. Medical Development
Jay Pasternak            44     Director                     1994
Dr. Robert Rosen         54     Director                     1989
Jason Sunstein           30     Secretary and                1989
                                V.P. Investor Relations
Ted Takacs               53     Director                     1994

Set forth below is biographical information about each of the Company's
executive officers and directors.

MICHAEL A. SUNSTEIN.  Mr. Sunstein has been the Chief Executive Officer
and a Director of the Company since its founding 1989.  Prior to joining
the Company, Mr. Sunstein spent 15 years in the housing industry,
primarily with Kaufman and Broad Homes, Inc., a New York Stock Exchange
listed company, where he served as President of the Midwestern Division
and acting President of the East Coast Division.  In those capacities he
was responsible for the financial, building and delivery of approximately
$30,000,000 in housing sales annually.  He resigned from Kaufman and
Broad and started his own firm in the building and materials and
single-family home industry in Michigan, prior to moving to San Diego in
1982.

DR. JACOB J. PARKER.  Dr. Parker has been a Director and V.P. Medical
Development of the Company since 1996.  Dr. Parker is currently Medical
Director and Director of Radiology for several MRI centers and breast
imaging centers in Northern California since 1973.  He was previously
Chief of Radiology and Nuclear Medicine at Ross General Hospital,
Clinical Professor of Radiology at the University of California, Irvine,
and Instructor of Radiology at the University of Southern California
Medical Center from 1970 to 1988.  Dr. Parker received his M.D. from the
University of Manitoba, Canada in 1962.

JAY PASTERNAK.  Mr. Pasternak has been a Director of the Company since
1994.  He is a Canadian citizen who has spent the last ten years in the
private practice of mental health counseling at the Denwood Institute in
Toronto, Canada, Ontario Hydro, Futures Ontario and the Hubar Memorial
Hospital, all Canadian government facilities.  Mr. Pasternak is a C.L.S.
graduate from McMaster University in Hamilton, Ontario (1994) and a Human
Services Counselor graduate from George Brown University 1996.

DR. ROBERT R. ROSEN.  Dr. Rosen has been a Director of the Company since
1989. Dr. Rosen is an opthamologist and is presently Executive Director
of MAC-IPA, a 47 physician multi-specialty IPA in Montgomery County,
Tennessee, where he is responsible for policy, long range strategic
planning, physician recruitment, contracting and utilization review.
From 1993 to 1995 he was Medical Director of the MidSouth Eye Center
in Clarksville, Tennessee, a private practice, and Medical Director
of EYE PA, a nationwide integrated delivery system for eyecare, a
subsidiary of EYECORP/PRG.  From 1992 to 1993 he was Associate
Medical Director of East County Physician Medical Group (IPA) in San
Diego, California and from 1977 to 1993 he was President and Medical
Director of Eye Care Professionals in San Diego, a single specialty
medical corporation.  He was also Medical Director of the Pearle Eye
Foundation from 1987 to 1993, a non-profit corporation and he also served
as Medical Director for Pearle Visioncare, a California Knox-Keane HMO
from 1986 until 1993. Dr. Rosen was Assistant Clinical Professor of
Opthamology at the University of California, San Diego from 1977 until
1993.

                                   39
<PAGE>
JASON A. SUNSTEIN.  Mr. Sunstein has been Senior Vice President and
Secretary for the Company since 1989. He has been instrumental in all
aspects of financing and long-term planning for Tri-National Development
Corp. and its subsidiaries.  He attended San Diego State University where
he majored in Finance and is a licensed securities broker.  He is the son
of Michael Sunstein.

THEODORE TAKACS.  Mr. Takacs has been a Director of the Company since
1994.  Mr. Takacs is a Canadian citizen who for the last ten years has
been engaged in labor relations consulting and negotiation.  He is
presently a Constituency Assistant to the Honorable Bill Barlee in
Osoyoos, British Columbia where he also owns and operates an orchard.

ADVISORY TEAM

The Company has assembled a team of advisors to consult the Company from
time to time on various business matters.  The following are key members
of the advisory team:

PAUL G. GOSS.  Mr. Goss has been a Vice President and General Counsel to
the Company since September of 1996.  Mr. Goss has been the Executive
Vice President and General Counsel for One Capital Corporation, a private
merchant bank with offices in New York and Denver since 1990.  Prior to
joining One Capital Corporation, Mr. Goss was engaged in the private
practice of law in Denver, Colorado with a concentration in real estate,
corporate and securities law.  He is a member of the Denver and Colorado
Bar Associations.  Mr. Goss has a Masters in Business Administration in
addition to his law degree from the University of Denver.

DOUGLAS MORGAN.  Mr. Morgan joined the Company in 1989 as a shareholder
and in September of 1998 as a consultant for internet marketing, web
design and computer software, hardware and networking.  Mr. Morgan is a
Magna Cum Laude graduate from both Massachusetts Institute of Technology
with a Bachelors Degree and Stanford University with a Masters Degree,
both in Computer Science and Electrical Engineering.  He has over 25
years of experience in the computer industry with an early background in
programming, design and project management with companies such as
Computer Sciences Corp., Hughes, NCR and Hewlett Packard.

DANIEL LOMAX.  Mr. Lomax has been involved with the Company in various
capacities since 1990 and most recently as President of Solymar, the
construction company contracted to build the Company's assisted living
facilities.  Mr. Lomax entered the general contracting and development
business in the State of California in 1960 with single-family homes,
remodeling, commercial projects and major shopping center tenant
improvements.  In 1975, Mr. Lomax received his BI heavy construction
license from the State of Arizona and started designing, building and
financing single-family town homes, single-family lot homes and
condominiums, exceeding 1,500 units.

LOUIS LESSER.  Mr. Lesser has been a consultant to the Company since 1991
on financing and real estate transactions.  Mr. Lesser has successfully
built, owned and operated numerous real estate companies, hotel
properties and oil and gas companies since 1935, including Chairman and
President of Louis Lesser Enterprises, Inc. of Beverly Hills, CA, which
was listed on the American Stock Exchange.  Louis Lesser Enterprises
built developed and operated over $1,000,000,000 of commercial and
residential real estate properties and over $500,000,000 of housing
projects for the Army, Navy, Air Force and Marine Corps. all over the
U.S.

NORM EDWARDS.

Mr. Edwards has been a consultant to the Company since 1999 on
administration, financing and mergers and acquisitions.  Mr. Edwards has
consulted with various companies for the past 26 years in areas of
corporate development.  Mr. Edwards obtained his Bachelors of Science
degree in Business Administration from the California State Polytechnic
College in Pomona, California in 1961.  Mr. Edwards is a retired USAF Lt.
Colonel, Command Pilot.

                                   40
<PAGE>
The Company does not have a standing audit or nominating committee of its
board of directors, or committees performing similar functions.  However,
the Company plans to form such committees, as it is a requirement for
listing on most exchanges and NASDAQ.

ITEM 10.       EXECUTIVE COMPENSATION

The Company has granted stock options to members of the board of
directors in 1996, 1997, 1998 and 2000 outlined below.  Other than these
stock options, the Company does not pay compensation to its directors,
nor does it maintain any pension, retirement or other arrangement. The
board of directors for the Company held a total of five (5) regular
meetings during its last fiscal year. All directors attended each of the
meetings via telephone conferencing.  It is anticipated that in light of
the recent litigation abuses the Board of Directors has been exposed to,
the Company's position on this non-compensation issue may in fact
addresses in the coming fiscal year.

STOCK OPTIONS GRANTED AND EXERCISED DURING THE YEAR

A total of 1,500,000 Qualified Employee Stock Options were approved
pursuant to the Tri-National Development Corp. 2000 Equity Incentive Plan
approved by the shareholders at the Annual Meeting of the Shareholders
held on December 29, 2000.  The 2000 Equity Incentive Plan expires
December 29, 2010.  The 1,500,000 Qualified Employee Stock Options have
not yet been issued.

Total compensation paid to officers of the Company for its past three
fiscal years is set forth below:

                       SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                          Long Term Compensation
                                                     --------------------------------
                          Annual Compensation              Awards           Payouts
                   ------------------------------------------------------------------

                                            Other               Securities
                                            Annual     Rstrctd.   Under-               All Other
Name and                                    Compe-      Stock     lying       LTIP       Compe-
Principal                                   nsation    Award(s)   Options    Payouts     nsation
Position      Year  Salary($)   Bonus ($)     ($)        ($)        (#)        ($)         ($)
-------------------------------------------------------------------------------------------------
<S>           <C>    <C>        <C>        <C>         <C>           <C>     <C>        <C>
Michael A.    1998   $120,000   $     0    $     0     $     0       0       $     0    $     0
Sunstein,     1999   $144,000   $     0    $     0     $     0       0       $     0    $     0
CEO &         2000   $144,000   $     0    $     0     $     0       0       $     0    $     0
President


Paul G.       1998   $      0   $     0    $     0     $66,000       0       $     0    $     0
Goss, V.P     1999   $ 30,000   $     0    $     0     $68,250       0       $     0    $     0
& U.S.        2000   $ 36,000   $     0    $     0     $25,000       0       $     0    $     0
Counsel


Jason A.      1998   $ 60,000   $     0    $     0     $     0       0       $     0    $     0
Sunstein,     1999   $ 72,000   $     0    $     0     $     0       0       $     0    $     0
Secretary     2000   $ 84,000   $     0    $     0     $     0       0       $     0    $     0
& V.P
</TABLE>

(1)  There are seven five directors for the fiscal year ended April 30,
     2002.
(2)  Norman Edwards and Douglas Morgan of the Advisory Team received
     minimal consulting fees during the year ended April 30, 2001.
(3)  A total of 1,500,000 Qualified Employee Stock Options were approved
     pursuant to the Tri-National Development Corp. 2000 Equity Incentive
     Plan.  The 1,500,000 Qualified Employee Stock Options have not yet
     been issued.


ITEM 11.       SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of the Common Stock as of April 30, 2002 (based on a total of
98,071,595 outstanding shares of Common Stock) by (1) all persons know by
the Company to own beneficially more than 5% of the common stock, (II)
each of the Company's Directors, (III) each of the Named Executive
Officers, and  (IV) all executive officers and directors as a group.
Except as otherwise indicated, the Company believes the persons named in
the table have sole voting and investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.

NAME AND ADDRESS OF        SHARES BENEFICIALLY        PERCENTAGE
BENEFICIAL OWNER (1)              OWNED           BENEFICIALLY OWNED
--------------------       -------------------    ------------------
Michael A. Sunstein (2)         4,663,240               %9.4
Jason A. Sunstein (3)           2,992,430                6.0
The A.J. Hester Group           2,000,000                4.0
C/o Josephtal and Co.
200 Park Ave., 24th Fl.
New York, NY  10166
Jerry Parker, M.D.              1,850,857                3.7
Paul G. Goss                      125,000                *
Dr. Robert Rosen                  140,000                *
Jay Pasternak                     121,287                *
Ted Takacs                         50,000
Advisory Team                   3,750,000                3.8
All Directors and Officers as
  a Group                       9,942,814                10.1
TOTAL OF ABOVE                 13,692,814                13.90

(1)  Except where otherwise noted, the address of the Company's directors
and executive officers is c/o Tri-National Development Corp., 7960
Silverton Ave., Suite 210, San Diego, California 92126.

(2)  Does not include a total of 1,500,000 Qualified Employee Stock
Options that were approved pursuant to the Tri-National Development Corp.
2000 Equity Incentive Plan.  The 1,500,000 Qualified Employee Stock
Options have not yet been issued.

                                   42
<PAGE>
ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

                                 PART IV

ITEM 13.       EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
               FORM 8-K

The following documents are filed as a part of the report:

(a)  FINANCIAL STATEMENTS.  The following consolidated financial
statements of the Company are included in Part II, Item 7 of this report:

     Independent Auditors' Report
     Consolidated Balance Sheets as of April 30, 2002 and 2001
     Consolidated Statements of Operations for the year ended
      April 30, 2002
     Consolidated Statements Cash Flows for the ended April 30, 2002
     Consolidated Statements of Shareholders' Equity for the year ended
      April 30, 2002
     Notes to Consolidated Financial Statements

(b)  REPORTS ON FORM 8-K.  For the year end April 30, 2002, six reports
on Form 8-K were filed by the Company and are incorporated by reference
herein.

(c ) EXHIBITS.  The following exhibits are filed as a part of this
report:

EXHIBIT
NUMBER                   DESCRIPTION
------                   -----------

None.

SIGNATURES:

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by this undersigned, thereunto duly authorized, in
the City of San Diego, California, on this 14th day of August, 2002.

TRI-NATIONAL DEVELOPMENT CORP.
a Wyoming Corporation


BY:    Michael A. Sunstein
TITLE: Chief Executive Officer, President
       Director



                                   43