U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

      (Mark One)

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

      For the quarterly period ended April 30, 2003

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

      For the transition period from _______________ to _______________.

                        Commission File Number 0 - 14835

                         TRANSNATIONAL INDUSTRIES, INC.
        (Exact name of small business issuer as specified in its charter)

           Delaware                                              22-2328806
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

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

                                 (610) 459-5200
                          (Issuer's telephone number)

                                       NA
              (Former name, former address and former fiscal year,
                          if changed since last report)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

                          Common stock, $0.20 par value
                   Outstanding at May 31, 2003: 456,760 shares

Transitional Small Business Disclosure Format (check one):

YES |_| NO |X|


<PAGE>

                         TRANSNATIONAL INDUSTRIES, INC.

                                      INDEX                                 PAGE


Part I.  FINANCIAL INFORMATION

      Item 1.  Financial Statements

               Consolidated balance sheets --
               April 30, 2003, and  January 31, 2003.                        3-4

               Consolidated statements of operations --
               Three months  ended April 30, 2003 and 2002.                    5

               Consolidated statements of cash flows --
               Three months ended April 30, 2003 and 2002.                     6

               Notes to consolidated financial statements --
               April 30, 2003.                                               7-8

      Item 2.  Management's Discussion and Analysis or Plan of Operation    9-12

      Item 3.  Controls and Procedures                                     12-13

Part II. OTHER INFORMATION

      Item 6.  Exhibits and Reports on Form 8-K                               13

SIGNATURES                                                                    13

CERTIFICATIONS                                                             14-15


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

                         Transnational Industries, Inc.

                           Consolidated Balance Sheets

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                       April 30, 2003  January 31, 2003
                                                       --------------  ----------------
                                                         (Unaudited)       (Audited)

<S>                                                        <C>             <C>
Assets

Current Assets:
  Cash                                                     $   115         $    76
  Accounts receivable                                        1,561           2,350
  Inventories                                                2,418           2,227
  Deferred taxes                                               368             368
  Other current assets                                         162             202
                                                           -------         -------
Total current assets                                         4,624           5,223

Machinery and equipment:
  Machinery and equipment                                  $ 4,366         $ 4,277
  Less accumulated depreciation                              3,117           3,009
                                                           -------         -------
Net machinery and equipment                                  1,249           1,268

Other assets:
  Repair and maintenance inventories, less provision
    for obsolescence                                            60              60
  Computer software, less amortization                         440             483
  Goodwill                                                   1,622           1,622
                                                           -------         -------
Total other assets                                           2,122           2,165
                                                           -------         -------
Total assets                                               $ 7,995         $ 8,656
                                                           =======         =======
</TABLE>

See notes to consolidated financial statements.


                                       3
<PAGE>

                         Transnational Industries, Inc.

                     Consolidated Balance Sheets (continued)

                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                        April 30, 2003   January 31, 2003
                                                        --------------   ----------------
                                                          (Unaudited)       (Audited)

<S>                                                        <C>              <C>
Liabilities and stockholders' equity

Current liabilities:
  Accounts payable                                         $    718         $    616
  Deferred maintenance revenue                                  443              599
  Accrued expenses                                              269              245
  Billings in excess of cost and estimated earnings           1,080              823
  Current portion of long-term debt                             286              257
                                                           --------         --------
Total current liabilities                                     2,796            2,540

Long-term debt, less current portion                          1,295            2,236

Stockholders' equity:
  Series B cumulative convertible preferred stock,
    $0.01 par value - authorized 100,000 shares;
    issued and outstanding 318 shares
    (liquidating value $188,813)                                 73               73
 Common stock, $0.20 par value -authorized
    1,000,000 shares; issued and outstanding 456,760
    (excluding 45,710 shares held in treasury)                  100              100
 Additional paid-in capital                                   8,521            8,521
 Accumulated deficit                                         (4,653)          (4,677)
                                                           --------         --------
                                                              4,041            4,017
Less: Treasury stock                                           (137)            (137)
                                                           --------         --------
Total stockholders' equity                                    3,904            3,880
                                                           --------         --------
Total liabilities and stockholders' equity                 $  7,995         $  8,656
                                                           ========         ========
</TABLE>

See notes to consolidated financial statements


                                       4
<PAGE>

                         Transnational Industries, Inc.

                      Consolidated Statements of Operations

                                   (Unaudited)
                      (In thousands, except per share data)

                                                          Three Months Ended
                                                               April 30,
                                                        ---------------------
                                                          2003          2002
                                                        -------       -------

Revenues                                                $ 2,485       $ 2,178
Cost of Sales                                             1,716         1,537
                                                        -------       -------
Gross Margin                                                769           641

Selling expenses                                            216           215
Research and development                                    220           228
General and administrative expenses                         280           261
                                                        -------       -------
                                                            716           704
                                                        -------       -------
                                                             53           (63)
Operating income (loss)

Interest expense                                             29            19
                                                        -------       -------
Income (loss) before income tax                              24           (82)

Provision for income taxes                                   --            --
                                                        -------       -------
Net income                                                   24           (82)

Preferred dividend requirement                                2             2
                                                        -------       -------
Income (loss) applicable to common shares               $    22       $   (84)
                                                        =======       =======
Basic income (loss) per common share                    $   .05       $  (.18)
                                                        =======       =======
Diluted income (loss) per common share                  $   .05       $  (.18)
                                                        =======       =======

See notes to consolidated financial statements.


                                       5
<PAGE>

                         Transnational Industries, Inc.
                             Consolidated Statements
                                  of Cash Flows
                                   (Unaudited)
                                 (In thousands)

<TABLE>
<CAPTION>
                                                                    Three Months ended
                                                                         April 30,
                                                                   --------------------
                                                                     2003        2002
                                                                   --------    --------

<S>                                                                <C>         <C>
Operating activities
Net income (loss)                                                  $     24    $    (82)
Adjustments to reconcile net income (loss) to net cash provided
by operating activities:
    Depreciation and amortization                                       151         131
    Provision for obsolescence                                           10          10
    Changes in operating assets and liabilities, net:
        Accounts receivable                                             789         837
        Inventories                                                     (43)        106
        Other current assets                                             40         (13)
        Billings net of cost and estimated earnings on contracts         99        (802)
        Accounts payable                                                102         191
        Accrued expenses                                               (132)       (195)
                                                                   --------    --------
Net cash provided by operating activities                             1,040         183
                                                                   --------    --------

Investing activities
Capital expenditures                                                    (89)       (125)
                                                                   --------    --------
Net cash used by investing activities                                   (89)       (125)
                                                                   --------    --------

Financing activities
Proceeds from revolving line of credit                                  350         650
Payments on revolving line of credit                                 (1,200)       (650)
Payments on capital leases                                              (62)        (77)
Scheduled payments on long term debt                                     --         (50)
                                                                   --------    --------
Net cash used by financing activities                                  (912)       (127)
                                                                   --------    --------

Increase (decrease) in cash                                              39         (69)
Cash at beginning of period                                              76         556
                                                                   --------    --------
Cash at end of period                                              $    115    $    487
                                                                   ========    ========
</TABLE>

See notes to consolidated financial statements.


                                       6
<PAGE>

                         Transnational Industries, Inc.

                   Notes to Consolidated Financial Statements

                                   (Unaudited)

                                 April 30, 2003

Note A -- BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America for interim financial information and with the instructions to Form
10-QSB and Regulation S-B. Accordingly, they do not include all of the
information and footnotes required for complete financial statements by
accounting principles generally accepted in the United States of America. In the
opinion of management, all adjustments considered necessary for a fair
presentation have been included. All such adjustments are of a normal recurring
nature. Operating results for the three-month period ended April 30, 2003, are
not necessarily indicative of the results to be expected for the fiscal year.
For further information, refer to the consolidated financial statements and
footnotes thereto for the year ended January 31, 2003, contained in the
Registrant's Annual Report on Form 10-KSB for the year ended January 31, 2003.

Note B - EARNINGS PER SHARE

The following table sets forth the computation of basic and diluted earnings per
share (dollars in thousands except per share data):

<TABLE>
<CAPTION>
                                                              Three Months ended
                                                                   April, 30
                                                             ---------------------
                                                                2003        2002
                                                             ---------   ---------
<S>                                                          <C>         <C>
Numerator (same for basic and dilutive):
   Net income (loss)                                         $      24   $     (82)
   Preferred dividend requirement                                    2           2
                                                             ---------   ---------
   Net income (loss) available to common stockholders        $      22   $     (84)
                                                             =========   =========
Denominator:
   Weighted average shares outstanding for basic earnings
   per share                                                   456,760     456,760
   Dilutive effect of employee stock options                     6,427      31,668
                                                             ---------   ---------
   Weighted average shares outstanding and assumed
   conversions for dilutive earnings per share                 463,187     488,428
                                                             =========   =========
Basic earnings (loss) per share                              $     .05   $    (.18)
                                                             =========   =========
Diluted earnings (loss) per share:                           $     .05   $    (.18)
                                                             =========   =========
</TABLE>

Common shares potentially issuable under the contractual conversion rights of
the Series B cumulative convertible preferred shares would have an antidilutive


                                       7
<PAGE>

effect on earnings per share and therefore have not been included in the above
computations. Weighted average common shares issuable under the contractual
conversion rights of the Series B cumulative convertible preferred shares
amounted to 1,871 shares in each of three month periods ended April 30, 2003 and
2002.


                                       8
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations

Revenues for the first quarter of the fiscal year ended January 31, 2004 (fiscal
2004) were $2,485,000 compared to $2,178,000 for the first quarter of the fiscal
year ended January 31, 2003 (fiscal 2003), an increase of $307,000 (14%). The
increase was attributable to higher revenue from new dome and optical
planetarium contracts which was partially offset by lower revenue from digital
products. Dome revenues were $1,008,000 in the first quarter of fiscal 2004
compared to $691,000 in the first quarter of fiscal 2003, an increase of
$317,000 (46%). The increase in dome revenues was attributable to work on
several recent contract awards to supply domes for film theaters, planetarium
theaters, and training simulators. Otherwise dome revenues were lower for ride
simulators and special projects. Optical planetarium revenues were $1,022,000 in
the first quarter of fiscal 2004 compared to $740,000 in the first quarter of
fiscal 2003, an increase of $282,000 (38%). The increase in optical planetarium
revenues was mainly attributable to a higher volume of work on new systems sold
to the educational market. Also, optical planetarium revenues include $323,000
for the sale of maintenance and parts in the first quarter of fiscal 2004
compared to $300,000 in the first quarter of fiscal 2003, an increase of $23,000
(8%). The increase in maintenance and parts revenues was due to the timing of
performance on preventive maintenance agreements. Digital products revenue
amounted to $455,000 in the first quarter of fiscal 2004 compared to $747,000 in
the first quarter of fiscal 2003, a decrease of $292,000 (39%). The decrease in
digital products revenue in fiscal 2004 was attributable to higher volume of
activity in the first quarter of fiscal 2003 on two ElectricSky(R) systems in
production. This compared to one ElectricSky(R) system in the installation phase
in the first quarter of fiscal 2004 and another in pre-production scheduled for
installation early next year.

The backlog of unearned revenue as of April 30, 2003 was approximately
$6,700,000, raised from the backlog of unearned revenue of $4,900,000 as of
January 31, 2003 by approximately $3,900,000 of new contract orders booked from
February through April 2003. The backlog of unearned revenue is the sum of the
revenue remaining to be recognized under the percentage completion method for
all orders booked as of the date stated. In May 2003 approximately $2,700,000 of
additional new contract orders were booked. Adding the May bookings to the
backlog as of April 30, 2003 results in a total of $9,400,000 of booked orders
available to be earned after the first quarter. Most of this amount is scheduled
to be earned within one year; however, customer induced delays may push the
earnings beyond the current schedule. The Company continues to demonstrate its
new digital products at its site and at trade conferences in pursuit of many
interested sales prospects. Dome prospects remain strong as requests for quotes
continue at a high level. Optical planetarium activity remains steady with
opportunities for competitive alliances that will take advantage of the strength
of the Company's products when integrated with others' products. The current
backlog supplemented by the new orders and the strong sales prospects is
expected to sustain revenues at profitable levels through fiscal 2004 and into
fiscal 2005.

Gross margins were 30.9% in the first quarter of fiscal 2004 compared to 29.4%
in the first quarter of fiscal 2003. The slight improvement was due to more dome
and optical planetarium revenue with higher margins offsetting reduced digital
product revenue with lower margins in the first quarter of fiscal 2004 compared
to the first quarter of fiscal 2003. Selling expenses remained level increasing


                                       9
<PAGE>

only $1,000 in fiscal 2004 compared to the first quarter of fiscal 2003 as
higher conference and product demonstration expenditures in the first quarter of
fiscal 2004 offset higher costs of engineering resources used for proposal
preparation in the first quarter of fiscal 2003. Research and development
expenses decreased $8,000 (4%) in the first quarter of fiscal 2004 compared to
the first quarter of fiscal 2003. The decrease in research and development
expenses was due to the higher use of engineering resources outside of research
and development activity in the first quarter of fiscal 2004 compared to the
first quarter of fiscal 2003. General and administrative expenses increased
$19,000 (7%) in the first quarter of fiscal 2004 compared to the first quarter
of fiscal 2003 due mostly to increases in the cost of maintaining the
information technology infrastructure.

Interest expense amounted to $29,000 in the first quarter of fiscal 2004
compared to $19,000 in the first quarter of fiscal 2003. The $29,000 reported in
the first quarter of fiscal 2004 consisted of $15,000 paid on bank debt
agreements and $14,000 paid on capital leases. The $19,000 reported in the first
quarter of fiscal 2003 consisted of $7,000 paid on bank debt agreements and
$12,000 paid on capital leases. The Company continues to pay no federal income
taxes as federal taxable income is offset by the utilization of net operating
loss carryforwards. State income taxes in the first quarter of fiscal 2004 were
also offset by net operating loss carryforwards generated in fiscal 2003. As a
result of the above, net income of $24,000 was recorded in the first quarter of
fiscal 2004 compared to a net loss of $82,000 in the first quarter of fiscal
2003.

Liquidity and Capital Resources

Net cash provided by operating activities was $1,040,000 in the first quarter of
fiscal 2004, compared to $183,000 provided in the first quarter of fiscal 2003.
The $1,040,000 provided in fiscal 2004 was produced by $855,000 of cash provided
by changes in operating assets and liabilities and the $24,000 of net income
after considering the effects of $161,000 of non-cash charges. The Company's net
loss of $82,000 in the first quarter of fiscal 2003 produced $183,000 of net
cash provided from operating activities due to the effects of $124,000 of cash
provided by changes in operating assets and liabilities and $141,000 of non-cash
charges. The change in operating assets from time to time is primarily
attributable to progress payment terms on particular customer contracts. The
Company expects changes in operating assets from period to period to remain both
material and variable.

The $1,040,000 of cash provided by operations in the first quarter of fiscal
2004 was almost entirely used by $89,000 of investing activities and $912,000 of
financing activities. The $183,000 provided by operations in the first quarter
of fiscal 2003 was offset by $125,000 of investing activities and $127,000 of
financing activities. The net result was a $39,000 increase in cash balances
during the first quarter of fiscal 2004 compared to a decrease of $69,000 during
the first quarter of fiscal 2003.

Financing activities in the first quarter of fiscal 2004 consisted of payments
of $62,000 on capital leases and $850,000 of net payments on the bank revolving
credit note. This resulted in a $912,000 first quarter decrease in total debt
from $2,493,000 at January 31, 2003 to $1,581,000 at April 30, 2003. Financing
activities in the first quarter of fiscal 2003 consisted of payments of $77,000
on capital leases and $50,000 of monthly principal payments on the bank term
note.

Investing activities in the first quarter of fiscal 2004 consisted of the
purchase of $89,000 of machinery and equipment. Investing activities in the
first quarter of fiscal 2003 consisted of the purchase and fabrication of
$84,000 of machinery and equipment and the development of computer software


                                       10
<PAGE>

amounting to $41,000.

The balance on the Company's revolving credit note was $1,025,000 at April 30,
2003 compared to $1,875,000 at January 31, 2003. This resulted in unused
borrowing capacity at April 30, 2003 of $975,000 compared to $125,000 at January
31, 2003. Cash balances of $115,000 provided additional liquidity at April 30,
2003 compared to $76,000 at January 31, 2003. The next source of liquidity,
accounts receivable, decreased to $1,561,000 at April 30, 2003 compared to
$2,350,000 at January 31, 2003. This resulted in a $100,000 increase in
liquidity available from cash, borrowing capacity and accounts receivable at
April 30, 2003 compared to January 31, 2003. As anticipated, progress payments
on new customer contracts and collections of accounts receivable provided relief
to the liquidity pressures that were present at January 31, 2003. This
contributed to the increase in liquidity available from cash, borrowing capacity
and accounts receivable by way of a $98,000 increase in funding from contracts
in progress. The $98,000 increase is measured by the $233,000 excess of billings
over recorded revenue at April 30, 2003 compared to a $135,000 excess at January
31, 2003. With billings exceeding revenue recorded by $233,000 at April, 2003,
contracts in progress will absorb liquidity; however, progress payments on
recent contracts are expected to continue to adequately fund the demands on
liquidity in fiscal 2004. The timing of bookings and payments on customer
contracts will remain important to long term liquidity.

At April 30, 2003 the Company was contingently liable for $289,000 under standby
letters of credit issued on its behalf by its bank. The letters of credit were
issued as security for performance on customer contracts. The Company's bank
underwrites letter of credit requirements on an individual approval basis
independent of its other bank agreements in order to make the revolving credit
agreement available for working capital requirements.

The Company's debt agreements, combined with current assets and cash flow from
operations, assuming reasonably consistent revenue levels, should provide the
Company with adequate liquidity for the foreseeable future. However, new growth
opportunities for the Company's business may require funding beyond the
capabilities of the Company's current capital structure.

Critical Accounting Policies and Estimates

The financial statements and related disclosures, which are prepared to conform
with accounting principles generally accepted in the United States of America,
require estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and accounts receivable and expenses during the period
reported. Also required is the disclosure of contingent assets and liabilities
at the date of the financial statements. Actual results in future periods could
differ from those estimates. Estimates and assumptions are reviewed
periodically, and the effects of revisions are reflected in the Consolidated
Financial Statements in the period they are determined. The Company considers
the following accounting policies significant to the financial statements and
may involve a higher degree of judgment and complexity.

Revenues from sales of domes, planetarium and ImmersaVision(R) systems are
recognized in accordance with the percentage of completion method. Under the
percentage of completion method, revenue is computed by measuring the percentage
of cost incurred to the estimated total cost for each customer contract. As
such, the amount of revenue and earnings recognized is affected by the estimate


                                       11
<PAGE>

of the cost to complete each customer contract. Contract billing terms do not
necessarily mirror the revenue recognized. Often, the timing of billings is
significantly different than the timing of the revenue recorded. Revenues
recognized but not yet billed are recorded with inventory as Cost and Estimated
Earnings in Excess of Billings. Conversely, billings in advance of revenue
recognized are recorded with current liabilities as Billings in Excess of Cost
and Estimated Earnings.

Forward-Looking Information

The statements in this Quarterly Report on Form 10-QSB that are not statements
of historical fact constitute "forward-looking statements." Said forward-looking
statements involve risks and uncertainties which may cause the actual results,
performance or achievements of the Company to be materially different from any
future results, performances or achievements, expressly predicted or implied by
such forward-looking statements. These forward-looking statements are identified
by their use of forms of such terms and phrases as "expects," "intends,"
"goals," "estimates," "projects," "plans," "anticipates," "should," "future,"
"believes," and "scheduled."

The important factors which may cause actual results to differ from the
forward-looking statements contained herein include, but are not limited to, the
following: general economic and business conditions; competition; success of
operating initiatives; operating costs; advertising and promotional efforts; the
existence or absence of adverse publicity; changes in business strategy or
development plans; the ability to retain key management; availability, terms and
deployment of capital; business abilities and judgment of personnel;
availability of qualified personnel; labor and employee benefit costs;
availability and costs of raw materials and supplies; and changes in, or failure
to comply with, government regulations. Although the Company believes that the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of the assumptions could be inaccurate, and therefore, there can
be no assurance that the forward-looking statements included in this filing will
prove to be accurate. In light of the significant uncertainties inherent in the
forward-looking statements included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives and expectations of the Company will be achieved.

Item 3. CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Within the 90 days prior to the date of this report, the Company carried out an
evaluation, under the supervision and with the participation of the Company's
management, including the Company's principal executive officer and principal
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based upon that evaluation, the
Company's principal executive officer and principal financial officer concluded
that the Company's disclosure controls and procedures are effective in timely
alerting them to material information required to be included in the Company's
periodic SEC reports. It should be noted that the design of any system of
controls is based in part upon certain assumptions, and there can be no
assurance that any design will succeed in achieving its stated goals.


                                       12
<PAGE>

In addition, we reviewed our internal controls, and there have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
evaluation.

                           PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)   Exhibits:

99.1        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

99.2        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

(b)   Reports on Form 8-K:

      The Registrant did not file any reports on Form 8-K during the three
      months ended April 30, 2003.

                                   SIGNATURES

      In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                TRANSNATIONAL INDUSTRIES, INC.


                                                /s/ Paul L. Dailey
                                                -----------------------------
                                                Paul L. Dailey
                                                Executive Vice President,
                                                and Chief Financial Officer
                                                (Principal Financial Officer)
Date: June 14, 2003                             (Chief Accounting Officer)


                                       13
<PAGE>

                                 CERTIFICATIONS

            I, Jonathan A. Shaw, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Transnational
      Industries, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether or not there were significant changes in internal
     controls or in other factors that could significantly affect internal
     controls subsequent to the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: June 14, 2003

                                           /s/ Jonathan A. Shaw
                                           -------------------------
                                           Jonathan A. Shaw
                                           President and Chief Executive Officer


                                       14
<PAGE>

            I, Paul L. Dailey, certify that:

1.    I have reviewed this quarterly report on Form 10-QSB of Transnational
      Industries, Inc.;

2.    Based on my knowledge, this quarterly report does not contain any untrue
      statement of a material fact or omit to state a material fact necessary to
      make the statements made, in light of the circumstances under which such
      statements were made, not misleading with respect to the period covered by
      this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
      information included in this quarterly report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      quarterly report;

4.    The registrant's other certifying officers and I are responsible for
      establishing and maintaining disclosure controls and procedures (as
      defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
      have:

      a)    designed such disclosure controls and procedures to ensure that
            material information relating to the registrant, including its
            consolidated subsidiaries, is made known to us by others within
            those entities, particularly during the period in which this
            quarterly report is being prepared;

      b)    evaluated the effectiveness of the registrant's disclosure controls
            and procedures as of a date within 90 days prior to the filing date
            of this quarterly report (the "Evaluation Date"); and

      c)    presented in this quarterly report our conclusions about the
            effectiveness of the disclosure controls and procedures based on our
            evaluation as of the Evaluation Date;

5.    The registrant's other certifying officers and I have disclosed based on
      our most recent evaluation, to the registrant's auditors and the audit
      committee of registrant's board of directors (or persons performing the
      equivalent function):

      a)    all significant deficiencies in the design or operation of internal
            controls which could adversely affect the registrant's ability to
            record, process, summarize and report financial data and have
            identified for the registrant's auditors any material weaknesses in
            internal controls; and

      b)    any fraud, whether or not material, that involves management or
            other employees who have a significant role in the registrant's
            internal controls; and

6.    The registrant's other certifying officers and I have indicated in this
      quarterly report whether or not there were significant changes in internal
      controls or in other factors that could significantly affect internal
      controls subsequent to the date of our most recent evaluation, including
      any corrective actions with regard to significant deficiencies and
      material weaknesses.

Date: June 14, 2003


                                           /s/ Paul L. Dailey
                                           -------------------------
                                           Paul L. Dailey
                                           Executive Vice President and
                                           Chief Financial Officer


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