UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 FORM 10-KSB/A-1

(Mark One)

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

      For the fiscal year ended January 31, 2004

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

      For the transition period from __________________ to __________________

      Commission File Number 000 - 14835

                         TRANSNATIONAL INDUSTRIES, INC.
                 (Name of small business issuer in its charter)

            Delaware                                      22-2328806
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

Post Office Box 198 U.S. Route 1 Chadds Ford, Pennsylvania           19317
        (Address of principal executive offices)                  (Zip Code)

Issuer's telephone number (610) 459-5200

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:

                    Common Stock ($0.20 par value per share)
                                (Title of class)

      Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 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
or any amendment to this Form 10-KSB. |_|

      The issuer's revenues for the fiscal year ended January 31, 2004, were
$11,187,029.

      The aggregate market value of the common stock held by non-affiliates of
registrant as of

<PAGE>

March 31, 2004 was approximately $1,023,000 based on the average of bid and
asked price of shares of common stock. Shares of common stock held by each
executive officer and director and by each person who owns 5% or more of the
outstanding common stock have been excluded in that such persons may be deemed
to be affiliates. Such determination shall not, however, be deemed to be an
admission that any person is an "affiliate" as defined in Rule 405 under the
Securities Act of 1933.

      As of March 31, 2004, 456,760 shares of common stock were outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE:

                                      None

      Transitional Small Business Disclosure Format (check one): YES |_| NO |X|


                                       2
<PAGE>

This filing on Form 10-KSB/A-1 amends and restates Part III, Items 9, 10, 11,
12, 13 and 14 of the Annual Report on Form 10-KSB of Transnational Industries,
Inc. for the fiscal year ended January 31, 2004, filed with the Commission on
April 30, 2004.

                                    PART III

ITEM 9.DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

Pursuant to the Registrant's By-laws, the number of Directors of the Registrant
is determined by Board action, and is currently fixed at seven. There currently
exists two vacancies on the Board.

The following information is submitted with respect to the current directors of
the Company. All such directors were elected as directors by the holders of
Common Stock at the Company's last annual meeting of shareholders, except for
Mason Carter and Jonathan Shaw, who were elected by the Board to fill vacancies.
All directors serve until the next annual meeting of shareholders and until
their successors have been duly elected and shall have qualified.

                                                              Director
                    Name                             Age        Since
                    ----                             ---        -----

            Michael S. Gostomski(1,2)                53         1986
            Charles F. Huber(1)                      74         1992
            Calvin A. Thompson(1,2)                  79         1994
            Mason N. Carter                          58         2000
            Jonathan A. Shaw                         47         2003

----------

(1)   Member of Compensation Committee.

(2)   Member of Audit Committee.

                                   ----------

Michael S. Gostomski joined the Company in May 1986 as Vice-President Finance,
Treasurer and as a director and became Corporate Secretary in March of 1988. In
October of 1989, he became Executive Vice-President of the Company. On May 1,
1992, he became President and Chief Executive Officer of the Company. Mr.
Gostomski resigned as an employee of the Company, while remaining as a director
of the Company, in September 1993, at which time he became Executive Vice
President of Roller Bearing Company, a position he has held since such time. Mr.
Gostomski, who is a Certified Public Accountant, holds B.S. and M.B.A. degrees
from the University of Connecticut. The Board of Directors has determined that
Mr. Gostomski is an "audit committee financial expert," as defined by Securities
and Exchange Commission rules and is independent within the meaning of the
listing standards of the New York Stock Exchange.


                                       3
<PAGE>

Charles F. Huber became a director of the Company in February 1992 and Chairman
in 1994. On May 3, 2004, Mr. Huber resigned as Chairman but remains a director
of the Company. He was a Managing Director of William D. Witter Associates,
Inc., an investment firm, from 1982 until his retirement in 2003. He is
presently a consultant to the Company. He holds a B.A. degree from Princeton
University.

Calvin A. Thompson became a director of the Company in October 1994. He was a
Managing Director of William D. Witter Associates, Inc., an investment firm,
from 1982 until 2003. He is presently a self-employed investment banker. Mr.
Thompson holds a B.S. degree in industrial engineering from Columbia University.

Mason N. Carter became a director of the Company in October 2000. Mr. Carter has
been President and Chief Executive Officer of Merrimac Industries Inc. since
December 1996. Merrimac Industries Inc. designs and manufactures passive RF and
microwave components. From 1994 to 1996 he was President of the Products and
Systems Group of Datatec Industries, Inc., Fairfield, New Jersey, a leading
provider of data network implementation services.

Jonathan A. Shaw became a director of the Company in April 2003. He became
President and Chief Executive Officer of the Company and the Company's wholly
owned subsidiary, Spitz, Inc. (Spitz) in November 2001. He served as Executive
Vice President and Chief Operating Officer of the Company and Spitz from April
1999 until November 2001. He was Vice President - Sales and Technology for Spitz
from July of 1992 until April 1999. He has held various engineering and
management positions at Spitz since 1986. Mr. Shaw is a registered Professional
Engineer, holds an M.B.A. degree from Widener University and a B.S. degree in
Mechanical and Aerospace Engineering from the University of Delaware.

EXECUTIVE OFFICERS OF THE COMPANY

The executive officers of the Company are as follows:

               Name                             Position                     Age
               ----                             --------                     ---

      Jonathan A. Shaw         President and Chief Executive Officer
                               of the Company and Spitz                       47

      Charles H. Holmes, Jr.   Vice-Chairman of the Company and
                               Chairman of Spitz                              63

      Paul L. Dailey           Executive Vice President-Finance, Chief
                               Financial Officer And Secretary of the
                               Company and Spitz                              47

      John A. Fogleman         Vice President - Operations of  Spitz          55


                                       4
<PAGE>

Information with respect to Mr. Shaw is set forth above in this Item 9.

Charles H. Holmes, Jr., was a director of the Company from 1994 until September
2002. He has held various operating and management positions at Spitz since
1962. Mr. Holmes served as President of Spitz from 1988 until November 2001 and
President of the Company from 1993 until November 2001. In November 2001, he was
appointed Vice Chairman of the Company. In September 2002 he resigned as a
director of the Company and became Chairman of Spitz. Mr. Holmes holds a degree
in Business Management from Goldey Beacom College.

Paul L. Dailey joined Spitz in September of 1983 as Controller. In June of 1986
he became Vice President - Finance for Spitz. In 1993 he become Chief Accounting
Officer, Chief Financial Officer and Secretary of the Company. In September 2002
he became Executive Vice President. Mr. Dailey is a certified public accountant
and holds a B.A. degree in accounting from Rutgers University.

John A. Fogleman became Vice President - Operations for Spitz in July of 1992.
He has held various operating and management positions at Spitz since 1972. Mr.
Fogleman holds a B.A. degree in business management from Wilmington College.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
directors, executive officers and 10% beneficial owners of the Company's Common
Stock to file certain reports concerning their ownership of the Company's equity
securities. Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recently completed fiscal year and
Forms 5 and amendments thereto furnished to the Company with respect to its most
recently completed fiscal year, and other information of which the Company is
aware, the directors, officers and beneficial owners of 10% or more of the
Company's Common Stock who failed to make the requisite filings on a timely
basis are set forth below.

Jonathan H. Shaw, Charles H. Holmes, Jr., Paul L. Dailey and John A. Fogleman
each failed to timely file a Form 5 to report the receipt by each of them of a
grant of stock options on March 11, 2002. Form 5s with respect to such
transactions were filed on June 10, 2003.

CODE OF ETHICS

The Company has not adopted a code of ethics applicable to its principal
executive officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions. Historically, the Company
has felt that such a code is unnecessary given its relatively small size,
however, the Company is in the process of examining and considering a code of
ethics.


                                       5
<PAGE>

ITEM 10. EXECUTIVE COMPENSATION.

The following table sets forth, for each of the last three fiscal years,
information concerning annual and long-term compensation for the Chief Executive
Officer and for the other executive officers (the "Named Executive Officers") of
the Company:

                           SUMMARY COMPENSATION TABLE

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

                                                                                          Shares of
                                                                      (a) Other         Common Stock
 Name and Principal                                                     Annual            Underlying         (b) All Other
      Position                Year          Salary        Bonus      Compensation        Options (#)          Compensation
      --------                ----          ------        -----      ------------        -----------          ------------
<S>                           <C>         <C>            <C>            <C>                 <C>                 <C>
Jonathan A. Shaw              2004        $ 135,000                                                             $ 4,602
President and Chief           2003          130,791                                         7,500                 4,190
Executive Officer (c)         2002          114,607      $ 5,000                                                  3,918


Charles H. Holmes, Jr.        2004        $  90,000                     $ 2,284                                 $ 3,032
Vice - Chairman (d)           2003          122,245                      12,747             5,000                 4,314
                              2002          145,890      $ 8,000         19,386                                   5,462

Paul L. Dailey                2004        $ 118,000                                                             $ 3,780
Executive Vice                2003          113,213                                         2,500                 3,745
President and Chief           2002          105,194      $ 4,000                                                  3,607
Financial Officer

John A. Fogleman              2004        $ 104,500                                                             $ 3,375
Vice President -              2003          103,875                                         7,500                 3,356
Operations                    2002           99,179      $ 8,000                                                  3,455
</TABLE>

----------

      (a)   Other annual compensation for Mr. Holmes consisted of (i) automobile
            allowance and expenses amounting to $9,362, and $14,424 in 2003 and
            2002, respectively, and (ii) supplemental medical benefits amounting
            to $2,284, $3,385, and $4,962, in each case in 2004, 2003 and 2002,
            respectively. The value of perquisites and other personal benefits
            for other Named Executive Officers do not exceed 10% of annual
            salary and bonus.

      (b)   Consists entirely of Company contributions to 401(k) plan.


                                       6
<PAGE>

      (c)   Mr. Shaw has served as the Company's President and Chief Executive
            Officer since November 2001. Prior to November 2001, he served as
            the Company's Executive Vice President and Chief Operating Officer.

      (d)   Mr. Holmes served as the President and Chief Executive Officer of
            the Company from 1993 to November 2001. He has served as
            Vice-Chairman since November 2001.

                                   ----------

There were no awards made under the Transnational Industries, Inc. Amended and
Restated 1995 Stock Option and Performance Incentive Plan (the "Option Plan")
during the fiscal year ended January 31, 2004.

The following table sets forth information relating to the value of unexercised
options for each of the Named Executive Officers:

        Aggregated Option Exercises in Fiscal Year Ended January 31, 2004
                        and Fiscal Year End Option Values

<TABLE>
<CAPTION>
                                                  Number of Shares of
                                                Common Stock underlying      Value of Unexercised In-
                                                 Unexercised Options at        The-Money Options at
                                                    Fiscal Year End             Fiscal Year End ($)
                                                      Exercisable/                  Exercisable/
                 Name                                Unexercisable               Unexercisable (a)
                 ----                                -------------               -----------------
<S>                                                   <C>                        <C>
         Jonathan A. Shaw                             9,375 / 5,625              $ 21,156 / $4,219

         Charles H. Holmes, Jr.                           0 / 0                       $ 0 / $0

         Paul L. Dailey                              10,625 / 1,875              $ 26,594 / $1,406

         John A. Fogleman                             9,375 / 5,625              $ 21,156 / $4,219
</TABLE>

----------

(a)   Based on the low bid over-the-counter market quotation on the Company's
      Common Stock on January 31, 2003 of $4.30.

                                   ----------

EMPLOYMENT AGREEMENTS

Spitz entered into an employment agreement with Mr. Shaw effective September 1,
2002. Under the agreement Mr. Shaw is currently paid an annual base salary of
$135,000, which may be increased from time to time by Spitz's Board of
Directors, plus certain fringe benefits including an automobile allowance. Mr.
Shaw may also receive, at the sole discretion of Spitz's Board of Directors,
additional compensation in the form of a cash bonus or equity securities under
the Option


                                       7
<PAGE>

Plan. The term of the agreement ends on June 30, 2004, but the agreement
automatically extends for additional one year terms thereafter unless otherwise
terminated by either party by April 1 of an existing term. Pursuant to such
provision, Mr. Shaw's contract automatically renewed for the period July 1, 2004
through June 30, 2005. In the event that (i) Mr. Shaw's employment is terminated
by Spitz without cause or (ii) Mr. Shaw terminates his employment with Spitz
after a "Specified Change in Control", he will be entitled to a lump sum payment
equal to his annual base salary and the continuation of his fringe benefits for
a period of one year. A non-renewal of the contract term by Spitz will be
treated as a termination without cause. A "Specified Change in Control" is
defined as the occurrence of any of the following events within eighteen months
of the occurrence of a Change in Control: (x) the relocation of Mr. Shaw's
principal office to a site more than twenty miles from both its current site and
Center City, Philadelphia, Pennsylvania; (y) the material diminution of Mr.
Shaw's duties and/or responsibilities for Spitz and its business; or (z) in the
event the employment agreement is assigned to and assumed by another entity in
connection with an event constituting a Change in Control, the failure of such
successor to acknowledge to Mr. Shaw in writing, within fifteen days of such
assumption, its assumption of the employment agreement. A "Change in Control" is
defined as (i) a change within a twelve month period of a majority of the
Company's Board of Directors, (ii) a change in control of fifty percent of the
Company's or Spitz's voting stock, (iii) the sale of the assets of Spitz, or
(iv) any merger or consolidation of the Company's or Spitz's business which
results in a change in ownership of the majority of the equity of such entity.
The agreement also includes a restrictive covenant whereby Mr. Shaw agrees not
to engage in a competing business of the Company or Spitz for a period of one
year in the event of a termination of employment.

Spitz also entered into an employment agreement with Mr. Holmes effective
September 1, 2002. The employment agreement was entered into at the time of Mr.
Holmes' resignation from the Board of Directors and as an officer of the Company
in contemplation of his eventual retirement. For the remainder of the term of
the agreement, Mr. Holmes' schedule is as follows: (i) thirty hours per week
from September 1, 2003 through August 31, 2004, (ii) twenty hours per week from
September 1, 2004 through August 31, 2006, and (iv) fifteen hours per week
thereafter. Under the terms of the employment agreement Mr. Holmes is paid an
annual base salary of $90,000, plus certain fringe benefits and all of the stock
options to purchase shares of stock of the Company that had previously been
granted to Mr. Holmes were forfeited. Mr. Holmes may also receive additional
compensation in the form of equity securities under the Option Plan. The term of
the agreement ends on June 30, 2007 unless extended by mutual written agreement
of the parties. In the event that Mr. Holmes's employment is terminated without
cause, he will be entitled to the continuation of payments of his base salary
and continuation of his medical benefits (to the extent such benefits are not
provided by another employer) until September 1, 2007. The agreement also
includes a restrictive covenant whereby Mr. Holmes agrees not to engage in a
competing business of the Company or Spitz for a period of seven years following
the date of the agreement.

Spitz also entered into an employment agreement with Mr. Dailey effective
September 1, 2002. Under the agreement Mr. Dailey is currently paid an annual
base salary of $118,000, which may be increased from time to time by Spitz's
Board of Directors, plus certain fringe benefits. Mr. Dailey may also receive,
at the sole discretion of Spitz's Board of Directors, additional compensation in
the form of a cash bonus or equity securities under the Option Plan. The term of
the agreement ends


                                       8
<PAGE>

on September 1, 2004, but the agreement automatically extends for additional one
year terms thereafter unless otherwise terminated by either party by April 1 of
an existing term. Pursuant to such provision, Mr. Dailey's contract
automatically renewed for the period September 1, 2004 through August 31, 2005.
In the event that (i) Mr. Dailey's employment is terminated by Spitz without
cause or (ii) Mr. Dailey terminates his employment with Spitz after a "Specified
Change in Control", he will be entitled to a lump sum payment equal to his
annual base salary and the continuation of his fringe benefits (to the extent
such benefits are not provided by another employer) for a period of one year. A
non-renewal of the contract term by Spitz will be treated as a termination
without cause. A "Specified Change in Control" is defined as the occurrence of
any of the following events within eighteen months of the occurrence of a Change
in Control (as defined above): (x) the relocation of Mr. Dailey's principal
office to a site more than twenty miles from both its current site and Center
City, Philadelphia, Pennsylvania; (y) the material diminution of Mr. Dailey's
duties and/or responsibilities for Spitz and its business; or (z) in the event
the employment agreement is assigned to and assumed by another entity in
connection with an event constituting a Change in Control, the failure of such
successor to acknowledge to Mr. Dailey in writing, within fifteen days of such
assumption, its assumption of the employment agreement. The agreement also
includes a restrictive covenant whereby Mr. Dailey agrees not to engage in a
competing business of the Company or Spitz for a period of one year in the event
of a termination of employment.

Spitz also entered into an employment agreement with Mr. Fogleman effective May
1, 1995. Under the agreement Mr. Fogleman is currently paid an annual base
salary of $104,500, which may be increased from time to time by Spitz's Board of
Directors, plus certain fringe benefits. Mr. Fogleman may also receive, at the
sole discretion of Spitz's Board of Directors, additional compensation in the
form of a cash bonus or equity securities under the Option Plan. The original
term of the agreement was one year, but the agreement automatically extends for
additional one year terms unless otherwise terminated by either party by October
31 of an existing term. Pursuant to such provision, Mr. Fogleman's contract
automatically renewed on May 1, 2004, for the period through April 30, 2005. In
the event that Mr. Fogleman's employment is terminated without cause, he will be
entitled to a lump sum payment equal to his annual base salary and the
continuation of his fringe benefits for a period of one year. A non-renewal of
the contract term by Spitz within six months prior to or three years after a
Change in Control (as defined above) will be treated as a termination without
cause. The agreement also includes a restrictive covenant whereby Mr. Fogleman
agrees not to engage in a competing business of the Company or Spitz for a
period of (i) three years in the event of a termination for cause or (ii) one
year in the event that his employment is otherwise terminated.

COMPENSATION OF DIRECTORS

Mr. Huber, the Chairman of the Board of Directors until his resignation as
Chairman on May 3, 2004 was compensated at a rate of $67,500 per annum and each
other outside director was paid a fee of $15,000 per annum. Currently, each
outside director, including Mr. Huber, is paid a fee of $15,000 per annum.

On May 3, 2004, the Company entered into a consulting agreement with Charles F.
Huber, a director of the Company. Pursuant to the consulting agreement, Mr.
Huber provides consulting


                                       9
<PAGE>

services to the Company with respect to strategy and analysis and other services
as the Company may request. In consideration of the consulting services rendered
under the consulting agreement, Mr. Huber is paid $52,500 per annum. Either
party may terminate the consulting agreement upon written notice to the other
party.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth certain information as to the only persons known
to the Company to be the beneficial owners of more than five percent (5%) of the
outstanding Common Stock of the Company as of April 30, 2004 (except for Charles
F. Huber, whose beneficial ownership is disclosed in the table captioned
"Security Ownership Of Management"). The Common Stock is the Company's only
class of voting securities.

                                           Amount and Nature
                                             Of Beneficial         % of Common
         Name and Address                      Ownership              Stock
         ----------------                      ---------              -----

         Pennfield Limited Partnership           81,760               17.9%
         c/o William D. Witter, Inc.
         153 East 53rd Street
         New York, NY 10022

         Inger Witter                            52,259               11.4%
         c/o William D. Witter, Inc.
         153 East 53rd Street
         New York, NY 10022

         Estate of William D. Witter(1)          40,036                8.8%
         c/o William D. Witter, Inc.
         153 East 53rd Street
         New York, NY 10022

         Anna Christina Witter                   30,125                6.6%
         c/o William D. Witter, Inc.
         153 East 53rd Street
         New York, NY 10022

----------
(1)   William D. Witter, a former member of the Company's Board of Directors,
      passed away on May 11, 2003.

                                   ----------


                                       10
<PAGE>

SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, as of April 30, 2004, the number of shares of
the outstanding Common Stock of the Company beneficially owned by each of the
current directors and executive officers for whom disclosure is required to be
made in the Summary Compensation Table pursuant to Item 402(a) (2) of Regulation
S-B promulgated under the Securities Exchange Act of 1934, as amended,
individually, and by the directors and all of the Company's executive officers
as a group:

                                              Amount and Nature
                                                Of Beneficial         % of
         Name                                      Ownership      Common Stock
         ----                                      ---------      ------------

         Charles F. Huber                           60,000          13.1%
         153 East 53rd Street
         Greenwich, CT 06830

         Michael S. Gostomski                       21,290           4.7%
         c/o RBC Heim Bearings
         60 Round Hill Road
         Fairfield, CT 06430

         Calvin A. Thompson                         18,400(1)        4.0%
         PO Box 207
         Mount Kisco, NY 10549

         Jonathan A. Shaw                           13,750(2)        2.9%(3)
         c/o Transnational Industries, Inc.
         PO Box 198 Route One
         Chadds Ford, PA 19317

         Paul L. Dailey                             12,250(4)        2.7%(3)
         c/o Transnational Industries, Inc.
         PO Box 198 Route One
         Chadds Ford, PA 19317

         John A. Fogleman                           11,755(5)        2.5%(3)
         c/o Transnational Industries, Inc.
         PO Box 198 Route One
         Chadds Ford, PA 19317

         Charles H. Holmes, Jr                       2,500           0.5%
         c/o Transnational Industries, Inc.
         PO Box 198 Route One
         Chadds Ford, PA 19317


                                       11
<PAGE>

         Mason N. Carter                                 0           0.0%
         c/o Merrimac Industries, Inc.
         41 Fairfield Place
         West Caldwell, NJ 07006

         All current directors and executive
         officers as a group (8 persons)           140,195(6)       28.6%(3)

----------

(1)   Includes 2,500 shares of Common Stock owned by Mr. Thompson's spouse. Mr.
      Thompson disclaims a beneficial interest in the shares of Common Stock
      owned by his spouse.

(2)   Includes 11,250 shares of Common Stock acquirable within sixty days upon
      the exercise of Mr. Shaw's stock options.

(3)   Assumes the issuance by the Company of all securities issuable to such
      executive officer or all directors and executive officers as a group, as
      the case may be, upon the exercise of all options owned by such person or
      group.

(4)   Includes 11,250 shares of Common Stock acquirable within sixty days upon
      the exercise of Mr. Dailey's stock options.

(5)   Includes 11,250 shares of Common Stock acquirable within sixty days upon
      the exercise of Mr. Fogleman's stock options

(6)   Includes a total of 33,750 shares of Common Stock acquirable within sixty
      days upon the exercise of all stock options owned by the Company's
      executive officers.

                                   ----------

Equity Compensation Plan Information

The table below sets forth certain information as of the Company's fiscal year
ended January 31, 2004 regarding the shares of the Company's common stock
available for grant or granted under the Option Plan:


                                       12
<PAGE>

<TABLE>
<CAPTION>
                                                                                            Number of securities
                                                                                           remaining available for
                                         Number of securities      Weighted-average         future issuance under
                                          to be issued upon        exercise price of      equity compensation plans
                                             exercise of              outstanding           (excluding securities
                                         outstanding options,      options, warrants       reflected in the first
                                         warrants and rights          and rights            column of this table)
                                         -------------------          ----------            ---------------------
<S>                                             <C>                     <C>                         <C>
Equity compensation plans
approved by security holders                    61,850                  $ 3.25                      88,150

Equity compensation plans not
approved by security holders                        --                      --                          --
                                                ------                  ------                      ------

Total                                           61,850                  $ 3.25                      88,150
                                                ======                  ======                      ======
</TABLE>

Footnote 7 to the Company's financial statements, included in this Annual Report
on Form 10-KSB for the fiscal year ended January 31, 2004, contains additional
information regarding the Option Plan.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

On May 3, 2004, the Company entered into a consulting agreement with Charles F.
Huber, a director of the Company, as described in "ITEM 10. EXECUTIVE
COMPENSATION - COMPENSATION OF DIRECTORS", which description is incorporated
herein by reference.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

Exhibit
  No.       Description of Document
-------     -----------------------

3.1         Certificate of Incorporation of Registrant, as amended (Exhibit 3.1
            to Registrant's Registration Statement No. 33-6826 on Form S-1
            incorporated herein by reference).

3.2         Certificate of Amendment of Certificate of Incorporation of
            Registrant, filed August 31, 1990 (Exhibit 3.2 to Registrant's Form
            10-K for the fiscal year ended January 31, 1991 (the "1991 10-K")
            incorporated herein by reference).

3.3         Certificate of Amendment to Certificate of Incorporation of
            Registrant filed August 1, 1995, (previously filed).

3.4         Certificate of Designations, Preferences and Rights of the Preferred
            Stock (Exhibit 4(b) to Registrant's 1989 Form 8-K filed with the
            Securities and Exchange Commission on February 15, 1989 ("1989 Form
            8-K") incorporated herein by reference).


                                       13
<PAGE>

3.5         Certificate of Designations, Rights and Preferences of Series B
            Convertible Preferred Stock of Registrant, filed September 5, 1990
            (Exhibit 3.4 to the 1991 10-K, incorporated herein by reference).

3.6         By-laws of Registrant, as amended (Exhibit 3.3 to Registrant's Form
            10-K for the fiscal year ended January 31, 1989 ("1989 10-K")
            incorporated herein by reference).

4.1         Certificate of Incorporation of Registrant, as amended, listed as
            Exhibit 3.1 above and incorporated herein by reference.

4.2         Certificate of Amendment of Certificate of Incorporation of
            Registrant, listed as Exhibit 3.2 above and incorporated herein by
            reference.

4.3         Certificate of Designations, Preferences and Rights of the Preferred
            Stock, listed as Exhibit 3.4 above and incorporated herein by
            reference.

4.4         Certificate of Designations, Rights and Preferences of Series B
            Convertible Preferred Stock of Registrant, listed as Exhibit 3.5
            above and incorporated herein by reference.

4.5         Convertible Subordinated Debenture Purchase Agreement, dated as of
            November 22, 1989, between Registrant and the purchasers of
            convertible subordinated debentures set forth therein (Exhibit 4(a)
            to Registrant's Quarterly Report on Form 10-Q for the quarter ended
            October 31, 1989 (the "10/31/89 10-Q") incorporated herein by
            reference).

10.1        Transnational Industries Inc. Amended and Restated 1995 Stock Option
            and Performance Incentive Plan (Exhibit "A" to Registrant's Proxy
            Statement filed July 23, 1999 incorporated herein by reference). *

10.2        Employment Agreement dated September 1, 2002 between Charles H.
            Holmes and Spitz Inc (Exhibit 10.2 to Registrant's Form 10-KSB for
            the fiscal year ended January 31, 2003 incorporated herein by
            reference).*

10.3        Employment Agreement dated September 1, 2002 between Paul L. Dailey
            and Spitz Inc. (Exhibit 10.3 to Registrant's Form 10-KSB for the
            fiscal year ended January 31, 2003 incorporated herein by
            reference).*

10.4        Employment Agreement dated September 1, 2002 between Jonathan A.
            Shaw and Spitz Inc. (Exhibit 10.4 to Registrant's Form 10-KSB for
            the fiscal year ended January 31, 2003 incorporated herein by
            reference).*

10.5        Employment Agreement dated May 1, 1995 between John A. Fogleman and
            Spitz Inc. (Exhibit 10.5 to Registrant's Form 10-KSB for the fiscal
            year ended January 31, 1996 incorporated herein by reference).*

10.6        Line of Credit Agreement, dated June 12, 1997, between First
            Keystone Savings Bank, the Company and Spitz, Inc. (Exhibit 10.1 to
            Registrant's Form 10-QSB for the quarterly period ended July 31,
            1997 (the "7/97 Form 10-QSB") incorporated herein by reference).

10.7        Term Note, dated June 12, 1997, of the Company and Spitz, Inc. to
            First Keystone


                                       14
<PAGE>

            Savings Bank (Exhibit 10.3 to the 7/97 Form 10-QSB incorporated
            herein by reference)

10.8        Goldbelt Electric Theater LLC Operating Agreement between Goldbelt,
            Incorporated and Spitz Inc. dated April 10, 2000 (Exhibit 10.2 to
            the Registrant's Form 10-QSB for the quarterly period ended April
            30, 2000 incorporated herein by reference).

10.9        Letter Agreement to Amend Revolving Line of Credit dated July 7,
            2000, between First Keystone Federal Savings Bank, Transnational
            Industries, Inc. and Spitz, Inc. (Exhibit 10.1 to Registrant's Form
            10-QSB for the quarterly period ended July 31, 2000 (the "7/2000
            Form 10-QSB") incorporated herein by reference).

10.10       Line of Credit Modification Agreement dated July 7, 2000, between
            First Keystone Federal Savings Bank, Transnational Industries Inc.
            and Spitz Inc. (Exhibit 10.2 to the 7/2000 Form 10-QSB incorporated
            herein by reference).

10.11       Line of Credit Second Modification Agreement dated July 18, 2002,
            between First Keystone Federal Savings Bank, Transnational
            Industries Inc. and Spitz Inc. (Exhibit 10.14 to the Registrant's
            Form 10-QSB for the quarterly period ended July 31, 2002
            incorporated herein by reference).

10.12       Amendment No. 1 dated September 15, 2003, to Second Renewal Line of
            Credit Note dated July 18, 2002, of Transnational Industries, Inc.,
            Spitz, Inc. and First Keystone Federal Savings Bank (Exhibit 10.17
            to the Registrant's Form 10-QSB for the quarterly period ended
            October 31, 2003 incorporated herein by reference).

10.13       Mortgage Note dated January 14, 2004, of Transnational Industries,
            Inc. and Spitz, Inc. to First Keystone Bank, (previously filed).

10.14       Open-End Mortgage and Security Agreement dated January 14, 2004,
            between Spitz, Inc. and First Keystone Bank, (previously filed).

10.15       Third Modification Agreement dated January 14, 2004, between First
            Keystone Bank, Transnational Industries, Inc. and Spitz, Inc.,
            (previously filed).

10.16       Loan Agreement dated as January 14, 2004, between First Keystone
            Bank, Transnational Industries, Inc. and Spitz, Inc., (previously
            filed).

10.17       Third Renewal Line of Credit Note dated January 14, 2004, of
            Transnational Industries, Inc. and Spitz, Inc. to First Keystone
            Bank, (previously filed).

10.18       Consulting Agreement dated May 3, 2004 between Charles F. Huber and
            Transnational Industries, Inc.

21          Subsidiaries of Registrant (a Delaware corporation):

                                   Spitz, Inc.

31.1        Certification of Principal Executive Officer pursuant to Rule
            13a-14(a) under the Securities Exchange Act of 1934.


                                       15
<PAGE>

31.2        Certification of Principal Financial Officer pursuant to Rule
            13a-14(a) under the Securities Exchange Act of 1934.

32.1        Certification of Chief Executive Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002.

32.2        Certification of Chief Financial Officer pursuant to 18 U.S.C.
            Section 1350, as adopted pursuant to Section 906 of the
            Sarbanes-Oxley Act of 2002

----------

*     Management contract or compensatory plan arrangement.

(b) Reports on Form 8-K for the quarter ended January 31, 2004.

            None

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees for professional services provided by the Company's independent auditors,
Stockton Bates and Company LLP for the years ended January 31, 2004 and 2003 are
as follows:

                                               Year ended January 31,
                                               ----------------------
                                                 2004          2003
                                               -------       -------
            Audit fees                         $39,790       $33,650
            Audit-related fees                     440         1.280
            Tax fees                             7,100         5,800
            All other fees                          --            --
                                               -------       -------
            Total                              $45,830       $40,730
                                               =======       =======

Audit fees

Audit fees consists of fees for professional services rendered for the audit of
the Company's annual financial statements and review of financial statements
included in the Company's quarterly reports on Form 10-QSB.

Audit-related fees

Audit-related fees consists of fees for professional services rendered for
accounting consultations related to the accounting treatment of various
transactions and business activities.

Tax fees

Tax fees consists of fees for professional services rendered for tax return
preparation and advisory services provided for various federal and state tax
matters.


                                       16
<PAGE>

Audit Committee pre-approval policies and procedures

All auditing services and all non-audit services that are to be performed by the
Company's independent auditors must be pre-approved by the Audit Committee, or
by any member thereof to whom the Audit Committee has delegated pre-approval
authority. Any pre-approval decision by a member of the Audit Committee to whom
the Audit Committee has delegated pre-approval authority shall be presented to
the Audit Committee at its next scheduled meeting. The Audit Committee
pre-approved 100% of the audit, audit-related and tax services conducted by
Stockton Bates and Company LLP during the fiscal years ending January 31, 2004
and 2003.


                                       17
<PAGE>

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: May 21, 2004                     Transnational Industries, Inc.


By: /s/ Jonathan A. Shaw                By: /s/ Paul L. Dailey
    ------------------------                ------------------------------------
    Jonathan A. Shaw                        Paul L. Dailey
    President and                           Executive Vice President and
    Chief Executive Officer                 Chief Financial Officer

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

    Signature                   Title                               Date
    ---------                   -----                               ----


By: /s/ Jonathan A. Shaw
    ------------------------
    Jonathan A. Shaw            Director, President and             May 21, 2004
                                Chief Executive Officer
                                (Principal Executive Officer)


By: /s/ Paul L. Dailey
    ------------------------
    Paul L. Dailey              Executive Vice President and        May 21, 2004
                                Chief Financial Officer
                                (Principal Financial Officer)
                                (Principal Accounting Officer)


By: /s/ Charles F. Huber
    ------------------------
    Charles F. Huber            Director                            May 21, 2004


By: /s/ Michael S. Gostomski
    ------------------------
    Michael S. Gostomski        Director                            May 21, 2004


By: /s/ Calvin A. Thompson
    ------------------------
    Calvin A. Thompson          Director                            May 21, 2004


By:  /s/ Mason Carter
    ------------------------
    Mason Carter                Director                            May 21, 2004


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