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, 2002

         [  ] 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                        (IRS 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)


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, 2002: 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, 2002, and  January 31, 2002.                        3-4

               Consolidated statements of operations --
               Three months  ended April 30, 2002 and 2001.                    5

               Consolidated statements of cash flows --
               Three months ended April 30, 2002 and 2001.                     6

               Notes to consolidated financial statements --
               April 30, 2002.                                               7-8

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

Part II.   OTHER INFORMATION

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


SIGNATURES                                                                    13


                                       2
<PAGE>



                          PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements


                         Transnational Industries, Inc.

                           Consolidated Balance Sheets

                             (Dollars in thousands)
<TABLE>
<CAPTION>

                                                               April 30, 2002   January 31, 2002
                                                              ----------------- -----------------
Assets                                                          (Unaudited)         (Audited)
<S>                                                                  <C>               <C>
 Current Assets:
  Cash                                                                 $   487            $  556
  Accounts receivable                                                    1,020             1,857
  Inventories                                                            2,325             2,348
  Deferred taxes                                                           368               368
  Other current assets                                                     354               341
                                                              ----------------- -----------------

Total current assets                                                     4,554             5,470



Machinery and equipment:
 Machinery and equipment                                               $ 3,816           $ 3,732
 Less accumulated depreciation                                           2,710             2,613
                                                              ----------------- -----------------

Net machinery and equipment                                              1,106             1,119



Other assets:
 Repair and maintenance inventories, less provision
  for obsolescence                                                         107               107
 Computer software, less amortization                                      416               409
 Goodwill                                                                1,622             1,622
                                                              ----------------- -----------------

Total other assets                                                       2,145             2,138
                                                              ----------------- -----------------

Total assets                                                           $ 7,805           $ 8,727
                                                              ================= =================

</TABLE>

See notes to consolidated financial statements.


                                       3
<PAGE>

                         Transnational Industries, Inc.

                     Consolidated Balance Sheets (continued)

                             (Dollars in thousands)
<TABLE>
<CAPTION>
                                                              April 30, 2002    January 31, 2002
                                                             ------------------ -----------------
Liabilities and stockholders' equity                              (Unaudited)           (Audited)

<S>                                                                   <C>              <C>
Current liabilities:
  Accounts payable                                                     $   677          $    486
  Deferred maintenance revenue                                             567               680
  Accrued expenses                                                         291               373
  Billings in excess of cost and estimated earnings                        701             1,410
  Current portion of long-term debt                                        244               320
                                                             ------------------ -----------------

Total current liabilities                                                2,480             3,269

Long-term debt, less current portion                                       846               897


Stockholders' equity:
 Series B cumulative convertible preferred stock,
  $0.01 par value - authorized 100,000  shares;
  issued and outstanding 318 shares
  (liquidating value $189,131)                                              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                                                    (4,078)           (3,996)
                                                             ------------------ -----------------
                                                                         4,616             4,698
Less: Treasury stock                                                      (137)             (137)
                                                             ------------------ -----------------
Total stockholders' equity                                               4,479             4,561
                                                             ------------------ -----------------

Total liabilities and stockholders' equity                              $7,805           $ 8,727
                                                             ================== =================

</TABLE>

See notes to consolidated financial statements.


                                       4
<PAGE>

                         Transnational Industries, Inc.

                      Consolidated Statements of Operations

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

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                          April 30,
                                                --------------------------------
                                                        2002            2001
                                                --------------- ----------------

<S>                                                 <C>              <C>
Revenues                                            $   2,178        $   3,659
Cost of Sales                                           1,537            2,591
                                                --------------- ----------------
Gross Margin                                              641            1,068

Selling expenses                                          215              200
Research and development                                  228              247
General and administrative expenses                       261              258
                                                --------------- ----------------
                                                          704              705
                                                --------------- ----------------
Operating income (loss)                                   (63)             363

Interest expense                                           19               19
                                                --------------- ----------------
Income (loss) before income tax                           (82)             344

Provision for income taxes                                  -               22
                                                --------------- ----------------
Net income                                                (82)             322

Preferred dividend requirement                              2                2
                                                --------------- ----------------
Income (loss) applicable to common shares                 (84)         $   320
                                                =============== ================

Basic income (loss) per common share                   $ (.18)           $ .70
                                                =============== ================

Diluted income (loss) per common share                 $ (.18)           $ .65
                                                =============== ================

</TABLE>



         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,
                                                               ----------------- ---------------
                                                                           2002            2001
                                                               ----------------- ---------------

<S>                                                                     <C>             <C>
Operating activities
Net income (loss)                                                        $  (82)         $  322
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
   Depreciation and amortization                                            131             142
   Provision for obsolescence                                                10              10
   Compensation from stock options                                           -                3
   Changes in operating assets and liabilities, net:
     Accounts receivable                                                    837           1,559
     Inventories                                                            106             140
     Other current assets                                                   (13)            (43)
     Billings net of cost and estimated earnings on contracts              (802)           (670)
     Accounts payable                                                       191            (525)
     Accrued expenses                                                      (195)           (168)
                                                               ----------------- ---------------
Net cash provided by operating activities                                   183             770
                                                               ----------------- ---------------

Investing activities
Capital expenditures                                                       (125)            (46)
                                                               ----------------- ---------------
Net cash used by investing activities                                      (125)            (46)
                                                               ----------------- ---------------

Financing activities
Proceeds from revolving line of credit                                      650             250
Payments on revolving line of credit                                       (650)           (850)
Payments on capital leases                                                  (77)            (51)
Scheduled payments on long term debt                                        (50)            (46)
                                                               ----------------- ---------------
Net cash used by financing activities                                      (127)           (697)
                                                               ----------------- ---------------

Increase (decrease) in cash                                                 (69)             27
Cash at beginning of period                                                 556             509
                                                               ----------------- ---------------
Cash at end of period                                                   $   487         $   536
                                                               ================= ===============

</TABLE>

     See notes to consolidated financial statements.


                                       6
<PAGE>

                         Transnational Industries, Inc.

                   Notes to Consolidated Financial Statements

                                   (Unaudited)

                                 April 30, 2002

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, 2002, 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,  2002,  contained  in the
Registrant's Annual Report on Form 10-KSB for the year ended January 31, 2002.

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
                                                                    -------------------------
                                                                           2002         2001
                                                                    ------------ ------------
<S>                                                                     <C>            <C>
Numerator (same for basic and dilutive):
        Net income (loss)                                                $  (82)       $  322
        Preferred dividend requirement                                        2             2
                                                                    ------------ ------------
        Net income (loss) available to common stockholders               $  (84)       $  320
                                                                    ============ ============
Denominator:
        Weighted average shares outstanding for basic earnings
        per share                                                        456,760      456,760
        Dilutive effect of employee stock options                         31,668       36,157
                                                                    ------------ ------------
        Weighted average shares outstanding and assumed
        conversions for dilutive earnings per share                      488,428      492,917
                                                                    ============ ============

Basic earnings (loss) per share                                         $  (.18)       $  .70
                                                                    ============ ============
Diluted earnings (loss) per share:                                      $  (.18)       $  .65
                                                                    ============ ============
</TABLE>

Common shares  potentially  issuable under the contractual  conversion rights of


                                       7
<PAGE>

the Series B cumulative  convertible preferred 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 Series B  cumulative  convertible  preferred  B shares
amounted to 1,871 shares in each of three month periods ended April 30, 2002 and
2001.

Note C -FASB STATEMENT OF FINANCIAL  ACCOUNTING  STANDARD NO. 142, "GOODWILL AND
OTHER INTANGIBLE ASSETS"

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142,  "Accounting for Goodwill and Intangible  Assets" ("SFAS 142").  Under SFAS
142,  goodwill is no longer  amortized  but rather is tested for  impairment  at
least annually at the reporting unit level. Transnational Industries,  Inc. (the
"Company") adopted SFAS 142 on February 1, 2002. The adoption of this accounting
standard  discontinues  the  amortization  of  goodwill  by  $67,800  per  year.
Amortization of goodwill was $16,950 for the three-month  period ended April 30,
2001. There was no amortization  expense for the three-month  period ended April
30,  2002.  The value of Goodwill on the balance  sheet  remained  unchanged  at
$1,622,000  as of January 31, 2002 and April 30, 2002.  In  connection  with the
adoption  of SFAS No.  142,  the  Company is in the  process of  completing  its
transitional  impairment  assessment,  which will be done within six months from
the date of adoption as required by the standard. The Company has not determined
the  impact,  if any,  the  adoption  of  this  pronouncement  will  have on its
financial statements.

                                       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, 2003 (fiscal
2003) were $2,178,000 compared to $3,659,000 for the first quarter of the fiscal
year ended January 31, 2002 (fiscal  2002), a decrease of $1,481,000  (40%).  As
expected,  the  decrease  was due to lower  revenue  from  all of the  Company's
products  as a  result  of  reduced  backlog  and  the  timing  of new  contract
deliveries.  In contrast,  the first quarter of fiscal 2002 recorded revenues at
near  record  highs for all  products.  ImmersaVision(TM)  revenue  amounted  to
$747,000 in the first  quarter of fiscal 2003  compared to $946,000 in the first
quarter  of  fiscal  2002,  a  decrease  of  $199,000  (21%).  The  decrease  in
ImmersaVision(TM)  revenue in fiscal 2003 was  attributable  to higher volume of
activity  in the first  quarter of fiscal 2002 on six  ImmersaVision  systems in
various phases of production and installation.  This compared to the two systems
in  production  in  the  first  quarter  of  fiscal  2003  in  preparation   for
installation later in the year.  Planetarium revenues were $740,000 in the first
quarter of fiscal 2003  compared to  $1,233,000  in the first  quarter of fiscal
2002, a decrease of $493,000  (40%).  The decrease in  planetarium  revenues was
attributable  to  lower  volume  from the sale of  systems  for the  educational
market.  Planetarium  revenues  include $300,000 for the sale of maintenance and
parts in the first  quarter of fiscal  2003  compared  to  $303,000 in the first
quarter of fiscal 2002, a decrease of $3,000 (1%).  The decrease in  maintenance
and parts revenues was due to the lower sales of spare parts. Dome revenues were
$691,000 in the first quarter of fiscal 2003 compared to $1,480,000 in the first
quarter of fiscal 2002, a decrease of $789,000 (53%). The lower dome revenues in
fiscal  2003 were  attributable  to lower  sales of film  theaters,  planetarium
theaters,  and special projects, as a dome for a casino attraction was completed
in May 2001. Otherwise, dome revenues from ride simulators increased.

The  backlog  of  unearned  revenue  as of  April  30,  2002  was  approximately
$4,500,000,  all of which is scheduled  to be earned in fiscal  2003.  There are
many promising sales prospects for all of the Company's products. The Company is
in negotiations  with several sales  prospects,  which should begin to replenish
the revenue backlog. Also, many prospects appear to be deferring decisions until
they evaluate  demonstrations  at a biannual  trade show  scheduled in late July
2002. The new orders  expected from current  negotiations  will sustain  revenue
levels  comparable to the first quarter for the remainder of fiscal 2003. Strong
sales  prospects  are expected to yield new orders later in fiscal 2003 and into
fiscal 2004, which should return long-term revenue growth.

Gross  margins were 29.4% in the first  quarter of fiscal 2003 compared to 29.2%
in the first quarter of fiscal 2002. Dome margins  remained strong while margins
on planetarium and  ImmersaVision(TM)  improved but still lagged domes.  Selling
expenses  increased  $15,000 (7%) in fiscal 2003 due to higher  expenditures  on
travel  and trade  conference  activities.  Research  and  development  expenses
decreased  $19,000 (8%) in fiscal 2003. The decrease in research and development
expenses  was due to the use of  engineering  personal  for the  development  of
computer software.  General and administrative expenses increased $3,000 (1%) in
fiscal  2003 as a decrease  of $16,950 in  goodwill  amortization  was offset by
various other expenditures.

Interest  expense  amounted  to $19,000 in each of the first  quarters of fiscal
2003 and fiscal 2002,  The $19,000  reported in the first quarter of fiscal 2003
consisted  of $10,000 paid on bank debt  agreements  and $10,000 paid on capital


                                       9
<PAGE>

leases offset by $1,000 of interest  income.  The $19,000  reported in the first
quarter of fiscal  2002  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. Income tax expense consists of state income taxes of $22,000
in the first  quarter of fiscal  2002.  As a result of the above,  a net loss of
$82,000 was recorded in the first  quarter of fiscal 2003 compared to net income
of $322,000 in the first quarter of fiscal 2002.

New Accounting Pronouncements

In July 2001, the FASB issued  Statement of Financial  Accounting  Standards No.
142,  "Accounting for Goodwill and Intangible  Assets" ("SFAS 142").  Under SFAS
142,  goodwill is no longer  amortized  but rather is tested for  impairment  at
least  annually at the  reporting  unit level.  The Company  adopted SFAS 142 on
February 1, 2002.  Any  write-down  of  goodwill  would be charged to results of
operations  in the periods in which the recorded  value of goodwill is more than
its fair  value.  The  adoption of this  accounting  standard  discontinues  the
amortization  of  goodwill  by $67,800 per year.  Amortization  of goodwill  was
$16,950  for  the  three-month  period  ended  April  30,  2001.  There  was  no
amortization  expense for the three-month period ended April 30, 2002. The value
of Goodwill on the balance sheet remained  unchanged at $1,622,000 as of January
31, 2002 and April 30, 2002.  In  connection  with the adoption of SFAS No. 142,
the  Company  is in  the  process  of  completing  its  transitional  impairment
assessment,  which will be done  within six months  from the date of adoption as
required by the standard. The Company has not determined the impact, if any, the
adoption of this pronouncement will have on its financial statements.

Liquidity and Capital Resources

Net cash provided by operating  activities  was $183,000 in the first quarter of
fiscal 2003,  compared to $770,000 used in the first quarter of fiscal 2002. The
Company's  net loss of $82,000  in the first  quarter  of fiscal  2002  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.  By way of comparison,  the Company's  $322,000 of
net income in the first  quarter of fiscal  2001  produced  $770,000 of net cash
provided from operating  activities.  This was due to the effects of $293,000 of
cash  provided by changes in operating  assets and  liabilities  and $155,000 of
non-cash charges.  The change in operating assets from time to time is primarily
attributable to progress payment terms on particular customer contracts, and the
Company  expects  changes in  operating  assets from year to year to remain both
material and variable.

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  $770,000  provided by  operations  in the first  quarter of fiscal 2002 was
partially  used by $46,000 of  investing  activities  and  $697,000 of financing
activities.  The net result was a $69,000  decrease in cash balances  during the
first quarter of fiscal 2003 compared to an increase of $27,000 during the first
quarter of fiscal 2002.

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. This resulted in a $127,000 first quarter decrease in total debt
from  $1,217,000 at January 31, 2002 to $1,090,000 at April 30, 2002.  Financing


                                       10
<PAGE>

activities  in the first  quarter of Fiscal 2002  consisted  of net  payments of
$600,000 on the revolving credit note, payments of $51,000 on capital leases and
monthly principal payments on the bank term note of $46,000.  Non cash financing
transactions  in the first quarter  fiscal 2002 consist of $205,000 of machinery
and equipment acquired through capital leases.

Investing  activities  in the first  quarter  of fiscal  2003  consisted  of the
purchase and fabrication of machinery and equipment amounting to $84,000 and the
development of computer software amounting to $41,000.  Investing  activities in
the first quarter of fiscal 2002  consisted of the purchase and  fabrication  of
machinery and equipment amounting to $46,000.

The balance on the  Company's  revolving  credit note was  $600,000 at April 30,
2002 and at January 31,  2002.  This  resulted in unused  borrowing  capacity of
$500,000.  Cash balances of $487,000 provided additional  liquidity at April 30,
2002  compared to $556,000 at January 31,  2001.  The next source of  liquidity,
accounts  receivable,  decreased  to  $1,020,000  at April 30, 2002  compared to
$1,857,000  at  January  31,  2002.  This  resulted  in a $906,000  decrease  in
liquidity  available from cash,  borrowing  capacity and accounts  receivable at
April 30, 2002  compared to January  31,  2002.  As  anticipated,  contracts  in
progress  began  absorbing  liquidity in fiscal 2003.  This  contributed  to the
decrease in  liquidity  available  from cash,  borrowing  capacity  and accounts
receivable by way of a $803,000 reduction in funding from contracts in progress.
The  $803,000  reduction is measured by the net revenue in excess of billings of
$388,000  at April 30,  2002  compared  to a $415,000  excess of  billings  over
recorded revenue at January 31, 2002. While this creates a decrease in the first
line of liquidity sources, contracts in progress will begin to provide liquidity
as billings  catch up to recorded  revenue.  Also,  noteworthy  is the decreased
demand for liquidity  resulting  from the reduced  level of customer  contracts.
Still,  near term liquidity  pressures are expected,  as revenues remain low and
work on new  customer  contracts  begin.  Timing of  bookings  and  payments  on
prospective customer contracts will affect liquidity  significantly.  To provide
relief to the liquidity  pressures,  the Company's bank has verbally  approved a
modification of the revolving credit agreement increasing the borrowing limit to
$2,000,000. Modified debt agreements are expected to be executed in June 2002.

The Company's anticipated new 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.

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.

                                       11
<PAGE>

Revenues  from sales of domes,  planetarium  and  ImmersaVision(TM)  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
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  (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.


                                       12
<PAGE>

                              II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

(a) Exhibits:

    None

(b) Reports on Form 8-K:

    The Registrant did not file any reports on Form 8-K during the three months
    ended April 30, 2002.



                                   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, 2002                  Paul L. Dailey, Jr.
                                              Secretary-Treasurer

                                              Signing on Behalf of Registrant
                                              and as Chief Financial Officer





                                       13