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

         [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended April 30, 2000

         [ ]  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 Number)



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

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

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  (which is the period
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

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

                          Common stock, $0.20 par value
                     Outstanding at April 30, 2000: 456,760

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

<PAGE>




                         TRANSNATIONAL INDUSTRIES, INC.

                               INDEX                                        PAGE


Part I.    FINANCIAL INFORMATION

    Item 1.    Financial Statements

               Condensed consolidated balance sheets -- April 30, 2000,
               and January 31, 2000.                                         3-4

               Condensed consolidated statements of operations -- Three
               months ended April 30, 2000 and 1999.                           5

               Condensed consolidated statements of cash flows -- Three
               months ended April 30, 2000 and 1999.                           6

               Notes to condensed consolidated financial statements --
               April 30, 2000.                                               7-8

    Item 2.    Management's Discussion and Analysis of Financial
               Condition and Results of Operations                          9-11


Part II.   OTHER INFORMATION

         Item 6.    Exhibits and Reports on Form 8-K                          12


SIGNATURES                                                                    12



                                       2
<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                         Transnational Industries, Inc.

                      Condensed Consolidated Balance Sheets

                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                                          April 30,      January 31,
                                                                            2000             2000
                                                                        ----------------------------
Assets                                                                   (Unaudited)      (Audited)

<S>                                                                      <C>              <C>
Current Assets:
  Cash                                                                    $     309       $     107
  Accounts receivable                                                           943           2,173
  Inventories                                                                 2,244           1,716
  Deferred taxes                                                                368             368
  Other current assets                                                          211             149
                                                                        ----------------------------

Total current assets                                                          4,075           4,513



Machinery and equipment:
  Machinery and equipment                                                 $   2,880       $   2,838
  Less accumulated depreciation                                               1,997           1,932
                                                                        ----------------------------

Net machinery and equipment                                                     883             906



Other assets:
  Repair and maintenance inventories, less provision
    for obsolescence                                                             55              55
  Computer software, less amortization                                          641             674
  Excess of cost over net assets of business acquired,
    less amortization                                                         1,740           1,757
                                                                        ----------------------------

Total other assets                                                            2,436           2,486
                                                                        ----------------------------

Total assets                                                                 $7,394          $7,905
                                                                        ============================
</TABLE>

See notes to condensed consolidated financial statements.



                                       3
<PAGE>


                         Transnational Industries, Inc.

                Condensed Consolidated Balance Sheets (continued)

                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                                          April 30,       January 31,
                                                                             2000            2000
                                                                     --------------------------------
Liabilities and stockholders' equity                                     (Unaudited)        (Audited)

<S>                                                                      <C>              <C>
Current liabilities:
  Accounts payable                                                       $      843      $     1,043
  Deferred maintenance revenue                                                  579              751
  Accrued expenses                                                              456              398
  Billings in excess of cost and estimated earnings                             538              815
  Current portion of long-term debt                                             329              323
                                                                     --------------------------------

Total current liabilities                                                     2,745            3,330

Long-term debt, less current portion                                            875              879


Stockholders' equity:
 Series B cumulative  convertible preferred stock,
  $0.01 par value - authorized 100,000 shares;
  issued and outstanding 318 shares
  (liquidating value $162,578)                                                   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                                                   8,508            8,505
 Accumulated deficit                                                         (4,770)          (4,982)
                                                                     --------------------------------
                                                                              3,911            3,696
Less: Treasury stock                                                           (137)              -
                                                                     --------------------------------
Total stockholders' equity                                                    3,774            3,696
                                                                     --------------------------------

Total liabilities and stockholders' equity                               $    7,394       $    7,905
                                                                     ================================
</TABLE>

See notes to condensed consolidated financial statements.


                                       4
<PAGE>

                         Transnational Industries, Inc.

                 Condensed Consolidated Statements of Operations

                                   (Unaudited)
                      (In thousands, except per share data)
<TABLE>
<CAPTION>
                                                                        Three Months Ended
                                                                              April 30,
                                                                      ----------------------
                                                                          2000        1999
                                                                      ----------------------
<S>                                                                   <C>         <C>
Revenues                                                              $   3,002   $   2,550
Cost of Sales                                                             2,066       1,808
                                                                      ----------------------
                                                                            936         742
Gross Margin


Selling expenses                                                            214         179
Research and development                                                    225         189
General and administrative expenses                                         239         210
                                                                      ----------------------
                                                                            678         578
                                                                      ----------------------
Operating income                                                            258         164

Interest expense                                                             32          20
                                                                      ----------------------
Income before income tax                                                    226         144

Provision for income taxes                                                   14           9
                                                                      ----------------------
Net income                                                                  212         135

Preferred dividend requirement                                                2           2
                                                                      ----------------------
Income applicable to common shares                                     $    210    $    133
                                                                      ======================

Basic income per common share                                           $   .46    $    .26
                                                                      ======================
Diluted income per common share                                         $   .45    $    .26
                                                                      ======================

</TABLE>


         See notes to condensed consolidated financial statements.


                                       5
<PAGE>

                         Transnational Industries, Inc.

                        Condensed Consolidated Statements
                                  of Cash Flows

                                   (Unaudited)
                                 (In thousands)
<TABLE>
<CAPTION>

                                                              Three Months Ended
                                                                  April 30,
                                                            --------------------
                                                                 2000      1999
                                                            ---------- ---------
<S>                                                           <C>         <C>
       Net cash provided (used) by operating activities          380      (130)


       Net cash provided (used) by investing activities         (180)      (53)


       Net cash provided (used) for financing activities           2      (219)
                                                            ---------- ---------

       Increase (decrease) in cash                               202      (402)
       Cash at beginning of period                               107       455
                                                            ---------- ---------
            Cash at end of period                             $  309    $   53
                                                            ========== =========
</TABLE>


     See notes to condensed consolidated financial statements.


                                       6
<PAGE>

                         Transnational Industries, Inc.

              Notes to Condensed Consolidated Financial Statements

                                   (Unaudited)

                                 April 30, 2000

Note A -- BASIS OF PRESENTATION

        The accompanying  unaudited condensed  consolidated financial statements
have been prepared in accordance with generally accepted  accounting  principles
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 by generally  accepted  accounting  principles  for complete
financial statements.  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, 2000, 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, 2000,  contained
in the Registrant's  Annual Report on Form 10-KSB for the year ended January 31,
2000.

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
                                                             --------------------------
                                                                      2000         1999
                                                             ------------- ------------
<S>                                                              <C>           <C>
Numerator (same for basic and dilutive):
   Net income                                                       $  212       $  135
   Preferred dividend requirement                                        2            2
                                                             ------------- ------------
   Net income available to common stockholders                      $  210       $  133
                                                             ============= ============
Denominator:
   Weighted average shares outstanding for basic earnings
      per share                                                    456,760      502,470
   Dilutive effect of employee stock options                        12,712          325
                                                             ------------- ------------
   Weighted average shares outstanding and assumed
     conversions for dilutive earnings per share                   469,472      502,795
                                                             ============= ============

Basic earnings per share                                            $  .46       $  .26
                                                             ============= ============
Diluted earnings per share:                                         $  .45       $  .26
                                                             ============= ============
</TABLE>

                                       7
<PAGE>

Common shares  potentially  issuable under the contractual  conversion rights of
the Preferred B shares would have an  antidilutive  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 Preferred
B shares amounted to 1,871 shares in each of three month periods ended April 30,
2000 and 1999.

Note C - Treasury Stock

Treasury  Stock is shown at cost and consists of 45,710  shares of common stock.
The shares were acquired in February 2000 for cash of $3 per share or a total of
$137,130.



                                       8
<PAGE>


           Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                       CONDITION AND RESULTS OF OPERATIONS

Results of operations

Revenues for the first quarter of the fiscal year ended January 31, 2001 (Fiscal
2001) were $3,002,000 compared to $2,550,000 for the first quarter of the fiscal
year ended January 31, 2000 (Fiscal 2000),  an increase of $452,000  (18%).  The
increase was primarily due to dome sales.  Dome revenues were  $1,726,000 in the
first  quarter of Fiscal 2001  compared to  $1,336,000  in the first  quarter of
Fiscal 2000,  an increase of $390,000  (29%).  The increase in dome revenues was
attributable  to higher revenue from ride  simulation  attractions,  planetarium
domes,  and the sale of a special  theater dome to a major  European  automobile
maker for use in a visitor center.  Otherwise,  dome revenues from film theaters
and military training simulators  decreased.  ImmersaVision  revenue amounted to
$581,000 in the first  quarter of Fiscal 2001  compared to $474,000 in the first
quarter of Fiscal 2000, an increase of $107,000 (23%). Planetarium revenues were
$695,000 in the first  quarter of Fiscal 2001  compared to $740,000 in the first
quarter of Fiscal 2000, a decrease of $45,000 (6%).  The decrease in planetarium
revenues  was due to lower  volume from the sale of systems for the  educational
market.  Planetarium  revenues  include $313,000 for the sale of maintenance and
parts in the first  quarter of Fiscal  2001  compared  to  $298,000 in the first
quarter of Fiscal 2000, an increase of $15,000 (5%). The increase in maintenance
and  parts  revenues  was  due to  higher  volume  from  preventive  maintenance
agreements.

Revenues are expected to continue at the first  quarter  level for the remainder
of Fiscal 2001 as work continues on the order  backlog.  The backlog of unearned
revenue  as of April 30,  2000 was  approximately  $9,400,000,  most of which is
scheduled to be earned over the next twelve months. In addition,  the Company is
in  negotiation  to  book  approximately  $3,400,000  of new  orders,  of  which
approximately  60% is expected to be  completed  within the next twelve  months.
While  revenues are expected to continue at higher than  historical  levels over
the next year,  uncertainty  in the timing and  delivery  of new sales may cause
revenue levels to fluctuate in interim periods.

Gross margins  improved to 31.2% in the first quarter of Fiscal 2001 compared to
29.1%  in  the  first  quarter  of  Fiscal  2000.  The  margin  improvement  was
attributable  to the higher dome sales with strong  margins which  improved from
volume  related  efficiencies.   Planetarium  and  ImmersaVision  gross  margins
continued to lag dome margins.  Selling expenses  increased $35,000 (20%) in the
first quarter of Fiscal 2001 compared to the first quarter of Fiscal 2000 due to
staffing additions and organizational  changes.  Selling expenses in fiscal 2001
are  expected  to be at current or  increasing  levels as  marketing  efforts on
ImmersaVision continue to demand significant resource commitments.  Research and
development expenses increased $36,000 (19%) in the first quarter of Fiscal 2001
as compared to the first  quarter of Fiscal  2000.  The increase in research and
development  expenses was due to modifications and improvements of ImmersaVision
products to fulfill customer requirements, the continued creation of proprietary
programming  tools for  software  content  development  for  ImmersaVision,  and
improvements to optical planetarium  products.  Research and development efforts
are expected to continue at  increasing  levels in future  periods.  General and
administrative  expenses  increased $29,000 (14%) due primarily to costs related
to information system improvements and strategic planning.

Interest  expense  amounted  to  $32,000  in the first  quarter  of Fiscal  2001
compared to $20,000 in the first  quarter of Fiscal 2000, an increase of $12,000


                                       9
<PAGE>

attributable  to new  capital  leases and higher use of the bank line of credit.
The $32,000  reported in the first  quarter of Fiscal 2001  consisted of $20,000
paid on bank debt  agreements  and $12,000 paid on capital  leases.  The $20,000
reported in the first  quarter of Fiscal 2000  consisted of $16,000 paid on bank
debt  agreements  and $6,000 paid on capital  leases  offset by $2,000 earned on
cash invested.  The Company  continues to pay no federal income taxes as federal
taxable income is offset by the utilization of net operating loss carryforwards.
The provision for state income taxes amounted to $14,000 in the first quarter of
Fiscal 2001  compared to $9,000 in the first quarter of Fiscal 2000. As a result
of the above, net income of $212,000 was recorded in the first quarter of Fiscal
2001 compared to $135,000 in the first quarter of Fiscal 2000.

Liquidity and Capital Resources

Net cash  provided by  operating  activities  was  $380,000 in first  quarter of
Fiscal 2001,  compared to $130,000 used in the first quarter of Fiscal 2000. The
$380,000 of net cash provided by operating activities in first quarter of Fiscal
2001 was  produced by adding  $39,000 of cash  provided by changes in  operating
assets and  liabilities  and  $129,000  of  non-cash  charges to $212,000 of net
income. By way of comparison,  in the first quarter of Fiscal 2000, the $130,000
of net cash used by operating  activities  resulted from the effects of $379,000
of cash used from  changes in  operating  assets and  liabilities  which  offset
$135,000  of net income and  $114,000 of  non-cash  charges to net  income.  The
change in  operating  assets  from  time to time is  primarily  attributable  to
progress payment terms on particular customer contracts, and the Company expects
changes in  operating  assets from period to period to remain both  material and
variable.

The  $380,000  provided  by  operations  in the first  quarter  of Fiscal  2001,
supplemented by $2,000 provided from financing activities, was partially used by
$180,000 of investing activities. In addition to the $130,000 used by operations
in first  quarter  of  Fiscal  2000,  financing  activities  used  $219,000  and
investing  activities  used $53,000.  The net result was a $202,000  increase in
cash balances during the first quarter of Fiscal 2001 compared to a reduction of
$402,000 during the first quarter of Fiscal 2000.

Financing  activities in the first quarter of Fiscal 2001  consisted of proceeds
of $80,000  from the  revolving  credit  note  offset by  payments of $36,000 on
capital leases and monthly principal  payments on the bank term note of $42,000.
Financing  activities  in the first  quarter  of Fiscal  2000  consisted  of net
payments  of  $150,000  on the  revolving  credit  note,  payments of $21,000 on
capital leases and monthly principal payments on the bank term note of $48,000.

Total debt at April 30,  2000 was  $1,204,000,  an  increase  of $2,000 from the
$1,202,000 at January 31, 2000. In summary,  the increase  resulted from $80,000
of net  proceeds on the  revolving  credit  note offset by $42,000 of  scheduled
payments  applied to term debt and $36,000 of payments  applied to capital lease
obligations.

Investing activities in the first quarter of Fiscal 2001 consisted of $43,000 of
various machinery and equipment  additions and the purchase of treasury stock at
a cost of $137,000.  The $53,000 invested in capital assets in the first quarter
of Fiscal 2000 consisted of $18,000 in computer  software and $35,000 of various
machinery and equipment additions.

At April 30,  2000 there was a $435,000  balance on the  revolving  credit  note
compared  to $355,000 at January 31,  2000.  This  resulted in unused  borrowing
capacity of $365,000 at April 30, 2000 compared to $445,000 at January 31, 2000.


                                       10
<PAGE>

Cash  balances  of  $309,000  provided  additional  liquidity  at April 30, 2000
compared to $107,000 at January 31, 2000. The next source of liquidity, accounts
receivable,  decreased to $943,000 at April 30, 2000  compared to  $2,173,000 at
January 31, 2000. This resulted in a $1,108,000  decrease in liquidity available
from cash, borrowing capacity and accounts receivable at April 30, 2000 compared
to January 31, 2000.  Contributing  to the decrease in liquidity  available from
cash,  borrowing  capacity and accounts  receivable was a $799,000  reduction in
funding from contracts in progress as revenue  exceeded  billings by $744,000 at
April 30,  2000  compared  to the  $54,000 by which  billings  exceeded  revenue
recorded at January 31, 2000. This  illustrates the effect of customer  progress
payments  on cash  flow.  As  expected,  contracts  in  progress  are  absorbing
liquidity  in  fiscal  2001.  In  May  2000,   contract   billings  amounted  to
approximately   $1,550,000  and  accounts   receivable  rose  to   approximately
$2,200,000.  This will  relieve  some of the  pressure  on  liquidity.  However,
liquidity  pressures  expect to  continue  as the  payment  terms on many  large
contracts require performance  milestones and, as expected,  fewer contracts are
providing advance payments from customers.  To provide additional  liquidity for
the growth of the Company,  a  modification  of the Company's  revolving  credit
agreement  increasing the borrowing  limit to $1,100,000 is expected to occur in
June 2000.

The modified 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.

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  (without  limitation)
"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.


                                       11
<PAGE>
                              II. OTHER INFORMATION

6.   Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit
   No.   Description of Document

10.1     Purchase and sale of shares of  Transnational  Industries Inc.  between
         the  Estate of Alan W. Drew and  Transnational  Industries  Inc.  dated
         January 28, 2000.

10.2     Goldbelt  Electric Theater LLC Operating  Agreement  between  Goldbelt,
         Incorporated and Spitz Inc. dated April 10, 2000.

27       Financial Data Schedule (Filed electronically herewith)



(b) The  Registrant did not file any reports on Form 8-K during the three months
ended April 30, 2000.

                                   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, Jr.
                                               -------------------------
      Date:  June 14, 2000                     Paul L. Dailey, Jr.
                                               Secretary-Treasurer

                                               Signing on Behalf of Registrant
                                               and as Chief Financial Officer



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