U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-QSB/A
                                 (Amendment #2)


                                   (Mark One)

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

                  For the quarterly period ended June 30, 2001

[ ]  TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

       For the transition period from __________________ to ______________

                         Commission file number: 1-14219

                      Transnational Financial Network, Inc.
 ------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

California                                              94-2964195
-------------------------------------------------------------------------------
(State or other jurisdiction of              (IRS Employer Identification No.)
  incorporation or organization)

                   401 Taraval Street, San Francisco, CA 94116
 -------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (415) 242-7800
 -------------------------------------------------------------------------------
                         (Registrant'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 (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ____


                      APPLICABLE ONLY TO CORPORATE ISSUERS

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of August 13, 2001: 4,279,310





<PAGE>




                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                                  JUNE 30, 2001

                                    UNAUDITED


                                EXPLANATORY NOTE

         This Form 10-QSB/A is being filed to amend and restate the information
disclosed in Items 1 and 2 of Part 1 of the Form 10-QSB/A filed on July 30, 2002
(Amendment #1) for the quarter ended June 30, 2001. The previous filing did not
accurately indicate the amount and timing of the fair value of mortgage loan
derivative instruments, and the following restatement recapitulates the
disclosures in the previous filing to reflect more accurately those values and
timing.





                       TABLE OF CONTENTS                            PAGE NUMBER


PART 1     ITEM 1      Financial Information

                       Condensed Balance Sheets as of June 30, 2001
                       and December 31, 2000                                  2

                       Condensed Statements of Operations
                       For the Three and Six Months Ended
                       June 30, 2001 and 2000                                 3

                       Condensed Statements of Cash Flows for the
                       Six Months Ended June 30, 2001 and 2000                4

                       Notes to Condensed Financial Statements                5

           ITEM 2      Management's Discussion and Analysis of
                       Financial Condition and Results of Operations          7

           ITEM 3      Controls and Procedures                               10

PART 2     ITEM 1      Legal Proceedings                                     11

           ITEM 2      Changes in Securities and Use of Proceeds             11

           ITEM 3      Submission of Matters of Vote to Security Holders     11

           ITEM 4.     Exhibits and reports on form 8-K                      12

                       SIGNATURES                                            13

                       Certifications Required by 18 U.S.C.                  14
                       Section 1530, Sections 302 and 906 of the
                       Sarbanes-Oxley Act of 2002


                                      -1-
<PAGE>


Item 1.  Financial Information


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                               June 30,             December 31,
                                                                   2001                     2000
                                                                   ----                     ----
                                                             (restated)                (audited)

ASSETS
<S>                                                        <C>                      <C>
         Unrestricted cash and cash equivalents            $    659,735             $    492,938
         Restricted cash and cash equivalents                   581,837                  400,000
         Mortgage loans held for sale                        12,057,428               20,307,222
         Accrued interest receivable                              1,363                   41,733
         Due from Shareholders                                     -                      11,613
         Receivable from Loan Link, LLC                            -                     300,000
         Notes receivable                                       136,322                  136,322
         Goodwill                                             3,226,881                3,428,321
         Property and equipment, net                            232,542                  296,913
         Other assets                                         1,452,085                1,477,077
                                                              ---------                ---------

TOTAL ASSETS                                               $ 18,348,193             $ 26,892,139
                                                            ===========              ============


LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
         Warehouse notes payable                           $ 11,480,959             $ 19,645,445
         Accrued interest payable                               106,099                  219,602
         Accounts payable and accrued liabilities               903,419                  556,209
         Subordinated debt                                    2,007,000                  712,000
                                                              ---------                  -------

TOTAL LIABILITIES                                            14,497,477               21,133,256
                                                             ----------               ----------


SHAREHOLDERS' EQUITY:
         Preferred stock, no par value: 2,000,000 shares
            authorized, no shares issued and outstanding           -                        -
         Common stock, no par value: 20,000,000 shares
            authorized: 4,279,310 shares issued and
            outstanding,as of June 30, 2001 and
            December 31, 2000                                10,612,155               10,594,450
         Accumulated deficit                                 (6,761,439)              (4,835,567)
                                                            -----------              -----------

TOTAL SHAREHOLDERS' EQUITY                                    3,850,716                5,758,883
                                                              ---------                ---------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 18,348,193             $ 26,892,139
                                                            ===========              ===========
</TABLE>


See accompanying notes to condensed financial statements.


                                      -2-



<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (unaudited)

<TABLE>
<CAPTION>

                                                         For the Three              For the Six
                                                         Months Ended               Months Ended
                                                            June 30,                  June 30,
                                                        ---------------           ---------------
                                                         2001      2000          2001         2000
                                                    (restated)                (restated)
INCOME

<S>                                              <C>           <C>           <C>          <C>
    Net gain on sale of mortgage loans           $    719,327  $   476,442   $ 1,780,888  $    873,606
    Production income                               2,042,688    1,339,405     4,047,120     2,641,893
    Interest income                                   908,803      421,785     2,158,686       876,817
    Other income (expense)                           (167,707)     157,504        48,070       206,154
                                                     --------    ---------     ---------     ---------
                                                    3,503,111    2,395,136     8,034,764     4,598,470
                                                    ---------    ---------     ---------     ---------

EXPENSES

    Interest expense                                1,201,452      437,812     2,867,434       929,066
    Salaries, benefits and commissions              2,569,023    1,912,574     5,335,249     3,988,729
    General and administrative                      1,021,248      670,050     1,765,838     1,473,004
    Occupancy                                         161,330      189,506       339,075       368,975
                                                    ---------    ---------    ----------     ---------
                                                    4,953,053    3,209,942    10,307,596     6,759,774
                                                    ---------    ---------    ----------     ---------

LOSS BEFORE INCOME TAXES and cumulative
effect of change in accounting principle           (1,449,942)    (814,806)   (2,272,832)   (2,161,304)
                                                    ---------    ---------    ----------     ---------
INCOME TAXES                                             -            -             -             -

NET LOSS before cumulative effect of change
    in accounting principle                        (1,449,942)    (814,806)   (2,272,832)   (2,161,304)
                                                    ---------    ----------     --------     ---------
Cumulative effect of change in accounting
    principle                                            -            -          346,960          -
                                                    ---------    ----------      -------     ---------

NET LOSS                                         $ (1,449,942) $  (814,806)  $(1,925,872)   (2,161,304)
                                                  ============  ============  ==========     =========

NET LOSS PER SHARE basic and diluted:
   Before cumulative effect of change in
        accounting principle                     $     (0.34)  $    (0.19)   $    (0.53)  $     (0.51)
   Cumulative effect of change in accounting
        principle                                      (0.00)       (0.00)         0.08         (0.00)
   Net loss per share                                  (0.34)       (0.19)        (0.45)        (0.51)

WEIGHTED AVERAGE SHARES OUTSTANDING:
         Basic and diluted                          4,279,310    4,279,310     4,279,310     4,279,310
</TABLE>



See accompanying notes to condensed financial statements.

                                      -3-



<PAGE>



                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                         For the Six
                                                                                     Months Ended June 30,
                                                                                   2001                   2000
                                                                              (restated)
Cash flows from operating activities:
<S>                                                                  <C>                      <C>
    Net loss                                                         $        (1,925,872)     $      (2,161,304)
    Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities:
             Gain on sale mortgage loans                                      (1,780,888)              (788,595)
             Provision for early payoffs and loan losses                         127,713                (85,011)
             Issuance of stock warrants for subordinated debt                     17,705                   -
             Depreciation and amortization                                       297,376                314,599
             Mortgage loans originated for sale                             (429,013,934)          (281,773,567)
             Proceeds from sales of mortgage loans                           439,216,353            265,062,354
             Net gain on sale of investment property                                -                   (65,297)

             Changes in assets and liabilities:
                      Accrued interest receivable                                 40,370                (20,673)
                      Due from shareholder                                        11,613                   -
                      Notes receivable                                              -                    35,819
                      Other assets                                                24,992                286,333
                      Accrued interest payable                                  (113,504)               (53,194)
                      Accounts payable and accrued liabilities                   347,761                (63,827)
                                                                              ----------             ----------

    Net cash provided by (used in) operating activities                        7,249,685            (19,312,363)

Cash flows from investing activities:
    Purchases of property and equipment                                          (31,565)               (12,391)
    Repayment of advances by Loan Link, LLC                                         -                   200,000
    Additional cost to acquire LRS                                                  -                   (15,246)
                                                                              ----------             ----------
    Net cash provided by (used in) investing activities                          (31,565)               172,363

Cash flows from financing activities:
    Warehouse notes payable - net borrowings (repayments)                     (8,164,486)            19,116,796

    Payments on real estate mortgage                                                -                    (1,156)
    Borrowings on subordinated debt                                            1,295,000                   -
    Short-term borrowings                                                        759,491                   -
    Repayments of short-term borrowings                                         (759,491)                  -
                                                                               ---------              ---------
    Net cash provided by (used in) financing activities                       (6,869,486)            19,115,640

                                                                               ---------              ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                             348,634                (24,360)
                                                                               ---------              ---------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                   892,938                862,257
                                                                               ---------              ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD                             $         1,241,572      $         837,897
                                                                               ---------              ---------
Cash paid during the period for:
    Interest                                                         $         2,929,700      $         887,654
    Income taxes                                                                   1,540                   -
</TABLE>


See accompanying notes to condensed financial statements.


                                      -4-
<PAGE>



                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                  JUNE 30, 2001
                                   (unaudited)

NOTE 1   General - The accompanying financial statements of Transnational
         Financial Network, Inc. (the "Company") are unaudited and have been
         prepared without audit pursuant to the rules and regulations of the
         Securities and Exchange Commission. Certain information and financial
         disclosures normally included in financial statements prepared in
         accordance with generally accepted accounting principles have been
         condensed or omitted pursuant to such rules and regulations.
         Accordingly, these unaudited condensed financial statements should be
         read in conjunction with the audited financial statements included in
         the Company's Form 10-KSB for the year ended December 31, 2000. These
         statements include all adjustments consisting only of normal recurring
         accruals, which are, in the opinion of management considered necessary
         for a fair presentation of financial position and results of
         operations. The preparation of financial statements in conformity with
         generally accepted accounting principles requires management to make
         estimates and assumptions that affect certain reported amounts and
         disclosures. Accordingly, actual results could differ from those
         estimates.

NOTE 2   Quarterly Results - The results of operations of the Company for the
         three and six-month periods ended June 30, 2001 and 2000 are not
         necessarily indicative of the results to be expected for the full year.

NOTE 3   Net Loss Per Share - Basic net loss per share is computed by dividing
         net loss by the weighted average common shares outstanding during the
         period. Diluted net loss per share is computed based on the weighted
         average number of common shares outstanding adjusted for potentially
         dilutive securities. For the three and six months ended June 30, 2001
         and 2000, the effect of including potentially dilutive securities in
         the calculation of diluted net loss per share would be antidilutive. As
         a result, the effect of potentially dilutive securities of 869,000 has
         not been included in the calculations.

NOTE 4   Financing Facilities - The Company accounts for the transfer of
         assets under one of its financing facilities as gain on sale of
         mortgage loans since they satisfy the condition to be accounted for as
         a sale.

NOTE 5   Subordinated Debt and Notes Payable - During the first six months of
         2001, the Company received additional subordinated debt in the amount
         of $1,295,000. The subordinated debt bears interest at 15% and has
         five-year detachable warrants to purchase 35,000 shares of common stock
         at $.75 per share. The maturity dates of this subordinated debt range
         from August 14, 2002 to June 11, 2004. Also during the first quarter of
         2001, the Company raised short-term borrowings of $759,491 from various
         members of management and shareholders. The interest rate on these
         short-term borrowings was 12%. As of June 30, 2001, all of these
         amounts had been repaid.

NOTE 6   Restatement - The Company filed its first restatement of its
         financial statements for the three and six month periods ended June 30,
         2001, on July 30, 2002. As explained more fully in that restated
         10-QSB/A (Amendment #1), the originally reported net loss for the three
         months ended June 30, 2001 of $(1,278,224) or $(0.30) per share was
         restated to $(1,220,900) or $(0.29) per share. The originally reported
         net loss for the six months ended June 30, 2001 of $(1,670,647) or
         $(0.39) per share was restated to $(1,922,719) or $(0.45) per share.
         This restatement, which is the second of two restatements, filed to
         reflect more accurately the fair value of mortgage loan derivatives as
         required by SFAS 133, adjusts net loss for the quarter ended June 30,
         2001 as reported in the first restatement from $(1,220,900) or $(0.29)
         per share to $(1,449,942) or $(0.34) per share, and adjusts net loss
         for the six months ended June 30, 2001 reported in the first
         restatement from $(1,922,719) or $(0.45) per share to $(1,925,872) or
         $(0.45) per share. The Company also filed its first restatements for
         the first and third fiscal quarters of 2001 on July 30, 2002, and is
         contemporaneously filing the second restatements for those same
         quarters for the same reasons.

         Certain of the restatement amounts include corrections of insignificant
         Arithmetic errors in the originally filed 10-QSB for the quarter ended
         June 30, 2001. The reported Warehouse notes payable - net borrowings
         (repayments) in the Statement of Cash Flows for the period ending June
         30, 2000, of $19,373,191 was restated to $19,116,796.

         The second restatement for the three and six months ended June 30, 2001
         is presented as follows:

<TABLE>
<CAPTION>

                                                       As Reported in
         As of June 30, 2001                             Amendment #1     Restatement #2     As Restated
         Balance Sheet - Captions                      Filed 7/30/02       Adjustments       Herein
         ------------------------                      --------------     -----------      -----------
<S>                                                    <C>                <C>               <C>
         Other assets                                  $ 1,454,688        $(2,603)          $ 1,452,085

         Accumulated deficit                            (6,758,836)        (2,603)           (6,761,439)
</TABLE>

<TABLE>
<CAPTION>
                                                        As Reported in
         For Three Months ended June 30, 2001           Amendment #1      Restatement #2     As Restated
         Statement of Operations - Captions             Filed 7/30/02      Adjustments       Herein
         ---------------------------------              --------          -----------       -----------
<S>                                                     <C>                <C>               <C>
         Other income (expense)                         $   61,335         $229,042)         $ (167,707)
         Net loss - before income taxes                 (1,220,900)        (229,042)         (1,449,942)
         Net loss                                       (1,220,900)        (229,042)         (1,449,942)
         Net loss per share - basic and diluted:            (0.29)           (0.05)              (0.34)
</TABLE>

<TABLE>
<CAPTION>

                                                         As Reported in
         For Six Months ended June 30, 2001              Amendment #1     Restatement #2     As Restated
         Statement of Operations - Captions              Filed 7/30/02    Adjustments        Herein
         ----------------------------------              --------------   --------------     -----------
<S>                                                        <C>              <C>               <C>
         Other income (expense)                            $   84,183      $(36,113)          $   48,070
         Net loss - before income taxes                    (2,236,719)      (36,113)          (2,272,832)
         Cumulative effect of change in
              accounting principle                            314,000        32,960              346,960
         Net loss                                          (1,922,719)       (3,153)          (1,925,872)
         Net loss per share - basic and diluted:
              Before cumulative effect of change in
                  accounting principle                         (0.52)        (0.01)               (0.53)
              Cumulative effect of change in
                  accounting principle                          0.07          0.01                 0.08
              Net loss per share                               (0.45)        (0.00)               (0.45)
</TABLE>


<TABLE>
<CAPTION>

                                                        As Reported in
         For Six Months ended June 30, 2001             Amendment #1      Restatement #2     As Restated
         Statement of Cash Flows - Captions             Filed 7/30/02     Adjustment         Herein
         ----------------------------------             -------------     -----------        -----------
<S>                                                     <C>               <C>                <C>
         Net loss                                       $(1,922,719)      $ (3,153)          $(1,925,872)
         Other assets                                        22,389          2,603                24,992
         Accounts payable and accrued liabilities           347,210            551               347,761

</TABLE>


NOTE 7   Subsequent Events - On July 11, 2001, the Company signed an
         investment banking agreement to assist in raising up to $3,000,000 of
         equity securities in a private placement through an investment bank,
         $300,000 of which has been received as of August 13. One of the
         principals of the investment bank is a member of the board of directors
         of the Company. The agreement requires shareholder approval before any
         monies can be released to the Company.

                                      -6-
<PAGE>

NOTE 8   New Accounting Standards - In June 2001, the Financial Accounting
         Standards Board (the "FASB") adopted SFAS No. 141 Business Combinations
         and SFAS No. 142 Goodwill and Intangible Assets. SFAS No. 141 addresses
         the methods used to account for business combinations and requires the
         use of the purchase method of accounting for all combinations after
         June 30, 2001. SFAS No. 142 addresses the methods used to amortize
         intangible assets and to assess impairment of those assets, including
         goodwill resulting from business combinations accounted for under the
         purchase method. SFAS No. 142 is effective for fiscal years beginning
         after December 15, 2001. Included in our assets at June 30, 2001, is
         goodwill related to an acquisition in 1999 with a net carrying value of
         $3,226,881. Upon adoption of SFAS No. 142, we will no longer amortize
         this goodwill, decreasing our amortization expense by approximately
         $400,000 per year. We are required to assess this goodwill for
         impairment in the year of adoption. We will not be able to determine
         the full effect of these new pronouncements on our financial position
         or our results of operations until we are able to complete our analysis
         of the impairment provisions of the new standards.


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

The following discussion and analysis should be read in conjunction with the
condensed financial statements and the notes thereto included as Item 1 of this
Report. The discussion of results and trends does not necessarily imply that
these results and trends will continue.

Forward-Looking Information

The Management's Discussion and Analysis of Financial Condition and Results of
Operations and other sections of the Form 10-QSB contain forward-looking
information. The forward-looking information involves risks and uncertainties
that are based on current expectations, estimates, and projections about the
Company's business, management's beliefs and assumptions made by management.
Words such as "expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates", and variations of such words and similar expressions are intended
to identify such forward-looking information. Therefore, actual outcomes and
results may differ materially from what is expressed or forecasted in such
forward-looking information due to numerous factors, including, but not limited
to, availability of financing for operations, successful performance of internal
operations, impact of competition and other risks detailed below as well as
those discussed elsewhere in this Form 10-QSB and from time to time in the
Company's Securities and Exchange Commission filings and reports. In addition,
general economic and market conditions and growth rates could affect such
statements.

GENERAL

Transnational Financial Network, Inc. ("Transnational Financial Network, Inc."
or the "Company") is a wholesale and retail mortgage banker which originates,
funds and sells mortgage loans secured by one to four family residential
properties principally in the San Francisco Bay Area, Southern California, and
Arizona. Since 1985, when the Company was incorporated, it has been engaged in
the retail origination of mortgage loans, and currently maintains retail offices
in San Francisco and Campbell, California. In 1995, the Company began a
wholesale division to close and fund loans originated by mortgage brokers as
well as those originated through the Company's retail division. The Company
maintains wholesale offices in San Francisco, Campbell, and Tustin, California
as well as Phoenix, Arizona. The Company operates in one business segment -
mortgage banking.

The Company's loan production and results of operations are strongly affected by
mortgage interest rates. Increasing mortgage rates raises the qualifying income
required of a homebuyer and reduces housing affordability. It also causes
mortgage refinance activity to decline because fewer homeowners can successfully
obtain a mortgage at a lower interest rate than their original mortgage. Higher
interest rates increase the cost of home ownership resulting in diminished
demand for mortgage loans, whether the purpose of the mortgage loan was for the
purchase of a home, refinancing of a home to obtain a lower rate or longer term,
home improvement, debt consolidation, or obtaining cash. When rates are high,

                                      -7-

<PAGE>

the mortgage loan financing that does occur usually takes the form of variable
rate mortgage loans, that is, mortgage loans that have interest rates that
frequently change over the life of the loan and, consequently, lower initial
interest rates than those charged on long term fixed interest rate mortgage
loans.

Throughout 1999 mortgage interest rates increased. In January 1999, 30-year
mortgage interest rates were 6.74%, reaching 7.55% at the end of the
secondquarter and 7.91% at year-end. During the first quarter of 2000 the
30-year mortgage rate went up to 8.24%, then peaked at 8.54% in the middle of
June.

Rates dropped steadily over the remainder of the year, and as of December 31,
2000 the 30-year fixed rate average had dropped to approximately 7.13%. Rates
remained at these favorable levels during the first half of 2001, ranging
between 6.95% and 7.16%.

As a consequence, the Company saw its volume of mortgage originations pick-up
(as rates dropped) during the 4th quarter of 2000 and into the first quarter of
2001. During the second quarter the Company's mortgage originations were
constrained due to reductions in available warehouse facilities.

The following table sets forth the wholesale and retail production for the
periods indicated:
<TABLE>
<CAPTION>

           1st Qtr-00        2nd Qtr-00       3rd Qtr-00        4th Qtr-00       1st Qtr-01        2nd Qtr-01

<S>        <C>               <C>              <C>               <C>              <C>               <C>
Wholesale  $ 144,043,724     $ 130,878,546    $ 154,913,511     $ 181,744,512    $ 241,779,524     $ 187,461,931
Retail        77,405,856        82,928,025       67,973,925        87,598,298      108,326,735       136,115,007
Total      $ 221,449,580     $ 213,806,571    $ 222,887,436     $ 269,342,810    $ 350,106,259     $ 323,576,938
</TABLE>

Overall, the Company's mortgage loan volume increased by $238.4 million or 55%
for the first six months of 2001 when compared to the first six months of 2000.
Wholesale mortgage loan production through June 30 of this year was $154.3
million or 56% greater than in the same period in 2000. Retail loan production
was $84.1 million or 52% more compared to the first six months of 2000.

During the course of the Company's year end audit, management evaluated the
accounting treatment of transactions recorded during the quarter ended June 30,
2001. Upon further consideration of all relevant transaction details, management
determined that the accounting treatment of several transactions was not
appropriate. In order to ensure appropriate accounting and reporting treatment
for all material transactions during the quarter ended June 30, 2001, management
has restated and amended the Company's Form 10Q for that quarter. For details of
the restated transactions, see Note 6. to the unaudited Condensed Financial
Statements.

SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO SIX MONTHS ENDED JUNE 30, 2000

The Company incurred a net loss of $(1,925,872) for the six months ended June
30, 2001 as compared to a net loss of $(2,161,304) during the comparable period
last year. Overall, the smaller net loss in the first half of 2001 compared to
the same period last year was the result of (1) a 55% increase in loan volume,
(2) an 18% drop in operating costs as a percentage of loan volume, partially
offset by (3) a $158,084 decrease in other income (expense). These factors
helped offset a $656,499 increase in net interest expense over the prior year.

Net gain on sale of mortgage loans increased $907,282 or 104%. The bulk of the
increase in net gain on sale arose from higher wholesale loan production. Total
wholesale loans closed were $429.2 million, or 56% greater than in the same
period last year.

Production income increased by $1,405,227 or 53%. Production income increased
because of an increase in retail and wholesale loan production. Retail loan
production was $84.1 million or 52% greater than in the first half of 2000.

Other income (expense) was lower by $158,084 or 77% for the first half of 2001
compared to the totals for the same period last year.

                                      -8-
<PAGE>

During the first half of 2001, the Company incurred net interest expense of
$708,748 compared to net interest expense in the first half of 2000 of $52,249.
The unfavorable result in 2001 reflects (1) greater levels of loans warehoused
by the company in the first half of 2001, resulting from increasing business
volumes and longer dwell times for those loans, and (2) the negative gap between
the initial interest rates on mortgage loans funded and the interest rate on the
Company's warehouse lines has increased as the Company began using new, higher
priced, warehouse lenders beginning in the fourth quarter of 2000.

Excluding interest expense, total expenses were $7,440,162 or 28% higher during
the first half of 2001 compared to the same period in 2000. This compares
favorably to a 55% increase in loan volumes over the same period. Commissions
increased by $933,515 or 55% and salaries and benefits increased by $413,005 or
18%, as a result of higher loan volumes. General and administrative expenses
increased by $292,834 or 20%, mainly as a result of increased loan volume and
write-off of uncollectible receivables. Occupancy costs decreased by $29,900 or
8%, mainly as a result of the previously discussed cost reduction efforts.

THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THREE MONTHS ENDED JUNE 30, 2000

The Company incurred a net loss of $(1,449,942) for the three months ended June
30, 2001 compared to a net loss of $(814,806) during the comparable period last
year. Overall, the greater net loss in the second quarter of 2001 compared to
the same period last year was the result of an increase of $276,622 in net
interest expense, a $979,472 increase in operating expenses, both partially
offset by increased gains on sales of mortgage loans and an increase in
production income resulting from a 51% increase in loan volume.

Net gain on sale of mortgage loans increased $242,885 or 51%. The bulk of the
increase in net gain on sale arose from higher wholesale loan production. Total
wholesale loans closed were $187.5 million, or 43% greater than in the same
period last year.

Production income increased by $703,283 or 53%. Production income increased
because of an increase in retail and wholesale loan production. Retail loan
production was $136.1 million or 64% greater than in the second quarter of 2000.

Other income (expense) was lower by $325,211 or 206% for the second quarter of
2001 compared to the totals for the same period last year. This income declined
in 2001 because of one-time gains that were present in the second quarter of
2000.

During the second quarter of 2001, the Company incurred net interest expense of
$292,649 compared to net interest expense in the second quarter of 2000 of
$16,027. The unfavorable result in 2001 reflects (1) greater levels of loans
warehoused by the company in the second quarter of 2001, resulting from
increasing business volumes and longer dwell times for those loans, and (2) the
negative gap between the initial interest rates on mortgage loans funded and the
interest rate on the Company's warehouse lines has increased as the Company
began using new, higher priced, warehouse lenders beginning in the fourth
quarter of 2000.

The Company has taken steps to better manage expenses since the beginning of
2001. These steps have included reducing the number of support staff, placing
account executives on straight commission so that compensation will vary with
loan production, renegotiating vendor contracts and prioritizing technology
projects. The effect of these cost cutting measures has reduced operating
expenses (not including interest expense) to 1.16% of loan volume during the
second quarter of 2001 compared to 1.30% during the same period in 2000.

Excluding interest expense, total expenses were $3,751,601 or 35% higher during
the second quarter of 2001 compared to the same period in 2000. This compares
favorably to a 51% increase in loan volumes over the same period. Commissions
increased by $445,971 or 51% and salaries and benefits increased by $210,478 or
20%, as a result of higher loan volumes. General and administrative expenses
increased by $351,198 or 52%, mainly as a result of increased loan volume and
write-off of uncollectible receivables. Occupancy costs decreased by $28,176 or
15%, mainly as a result of the previously discussed cost reduction efforts.

                                      -9-

<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

The Company's capital resources are substantially provided by warehouse lenders
(one of the lenders funds through a purchase as defined under SFAS 140) who fund
the mortgage loans pending the final sale of the mortgage loan to investors. The
size of the Company's warehouse facilities is based on the Company's net worth
and cash resources. The size of the Company's warehouse facilities is based on
the Company's net worth and cash resources. The Company's operating losses have
eroded this net worth and cash position. As of June 30, 2001 the Company had
three financing facilities for a maximum of $65 million. These warehouse
facilities have various financial and operational covenants with which the
Company must comply. As of June 30, 2001 the Company was in default under
certain financial covenants of these lines that require the maintenance of
minimum levels of tangible net worth and the attainment of positive earnings.

In June of 2001, the Company was informed by one of its warehouse lenders that
as a result of the lender's loss of its own financing, the lender would cease
purchases under the $20 million line effective when the current agreement
expired on July 22, 2001.

As a result of reductions in available warehouse facilities, the Company has
been forced to reduce its levels of loan production. Wholesale production in
June, 2001 totaled $53.4 million, a 41% decline over February's peak volume of
$91.7 million. Failure to obtain warehouse lines or additional financing
facilities will limit the Company's ability to grow, and failure to maintain the
existing facilities will have a material adverse effect on the Company's
operations and financial performance.

During the second quarter of 2001, the Company raised additional subordinated
debt in the amount of $680,000. Despite this cash infusion, the Company's cash
position during the second quarter of 2001 remained strained as a result of: (1)
a significant increase in mortgage loan originations, (2) an increase in the
period of time between a mortgage loan's closing and its final sale to
investors, and (3) operating losses.

In order to fund its business activities over the remainder of 2001, the Company
has undertaken the following operating and financing activities:

1.       Strengthened broker pricing policies and procedures to reduce price
         concessions and increase loan margins.
2.       Restructured funding and shipping procedures in order to reduce
         warehouse time. As a result, the period of time between a mortgage
         loan's closing and its final sale to investors has decreased from a
         high of approximately 30 days to current levels of 18-20 days with a
         target of 15 days.
3.       Began implementing new loan origination software to improve
         productivity.
4.       Signed an agreement with an investment banking firm to assist in
         raising up to $3,000,000 of equity securities.
5.       Is actively seeking new warehouse lines.

If the Company receives the additional equity funds it is seeking, this would
both provide additional cash and allow the Company to renegotiate the interest
rates it pays on current warehouse facilities, as well as obtain additional
warehouse facilities. This would result in a reduction in the Company's negative
net interest margin that has been a significant contributor to operating losses.
No guarantees can be made that the preceding activities will result in a return
to profitability and/or an improvement in the Company's cash position.

ITEM 3. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to
ensure that information required to be disclosed in the Company's Securities
Exchange Act reports is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms, and that such information is accumulated and communicated to the
Company's management, including its Chief Executive Officer and Chief Financial
Officer, as appropriate, to allow timely decisions regarding required
disclosure.

During the 90-day period prior to the date of this report, an evaluation was
performed under the supervision and with the participation of the Company's
management, including the Chief Executive Officer and the Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures. Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the Company's
disclosure controls and procedures were effective. There have been no
significant changes in the Company's internal controls or in other factors that
could significantly affect these controls, and no corrective actions taken with
regard to significant deficiencies or material weaknesses in such controls,
subsequent to the date of our most recent evaluation of internal controls.

                                      -10-
<PAGE>

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings

On February 23, 2001, William Russell and Teresa Saldivar, former principals of
LRS, Inc., filed a complaint in the Superior Court of Santa Clara County,
California alleging that, among other claims, the registrant violated its
agreement wherein in the registrant purchased LRS, Inc. This complaint alleges
that in connection with the acquisition, the registrant failed to pay William
Russell and Teresa Saldivar a percentage of profits from certain loans of LRS,
Inc. held at the time of the acquisition as required by the contracts relating
to the acquisition.

Because of the poor performance of William Russell and Teresa Saldivar and
because several of the registrant's brokers reported that William Russell and
Teresa Saldivar approached the brokers and discussed discontinuing the brokers's
relationship with the registrant, on March 8, 2001, the registrant terminated
its employment of William Russell and Teresa Saldivar. On April 4, 2001, William
Russell and Teresa Saldivar filed a second complaint in the Superior Court of
Santa Clara County against the registrant based upon breach of contract,
wrongful termination in violation of public policy, breach of covenant of good
faith and fair dealing, and declaratory relief. The registrant filed a
cross-complaint in this action asserting that William Russell and Teresa
Saldivar violated their employment agreement, breached their duty of loyalty,
intentionally interfered with economic relationships and negligently interfered
with economic relationships.

The registrant plans to pursue aggressively its cause of action against William
Russell and Teresa Saldivar and vigorously defend their litigation, believing
that the claims will not have a material adverse effect on the registrant. The
registrant disputes the claims relating to the amounts owed because of the
acquisition of LRS, Inc. and believes that the other claims of William Russell
and Teresa Saldivar are without merit. William Russell and Teresa Saldivar own
an aggregate of approximately 550,000 shares of the registrant's common stock.

Item 2.  Changes in Securities and Use of Proceeds.

During the second quarter of 2001 the Company sold $680,000 in principal amount
of subordinated debt to three individuals and a trust. This debt carries an
interest rate of 15% and a five-year detachable warrant to purchase 35,000
shares of common stock at $.75 per share. The maturity dates of this
subordinated debt range from December 2002 to June 2004. These sales of
securities were exempt from registration under the Securities Act pursuant to
Section 4(2) thereunder as transactions not involving a public offering.

Item 3.  Submission Of Matters Of Vote To Security Holders

On June 28, 2001, the registrant held its annual meeting of shareholders. At
that meeting, directors were elected and an amendment to the Company's Articles
of Incorporation was ratified to increase the number of authorized shares of
Common Stock. The results of the voting was as follows:

a.       Directors:

Name                                     FOR           AGAINST

Joseph Kristul                     3,376,350            44,950
Maria Kristul                      3,376,350            44,950
Robert A. Shuey                    3,376,350            44,950
Robert A. Forrester                3,376,350            44,950
Alex Rotzang                       3,376,350            44,950
J. Peter Gaskins                   3,376,350            44,950

                                      -11-

<PAGE>

b.       To amend the Company's Articles of Incorporation to increase the number
         of authorized shares of Common Stock to 20,000,000:

        FOR                      AGAINST                   ABSTAIN
     3,354,940                   66,550                      100

c.       Ratification of Grant Thornton LLP as independent auditors:

       FOR                       AGAINST                   ABSTAIN
     3,381,640                   36,850                     3,100





ITEM 4.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS
                         NONE


(b)      REPORTS ON FORM 8-K
                       NONE

                                      -12-
<PAGE>


                                   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 Financial Network, Inc.

 March 14, 2003                 /s/ Joseph Kristul
----------------                ------------------------------------
                                Joseph Kristul,
                                Chief Executive Officer

March 14, 2003                  /s/ Katey Carroll
----------------                ----------------------------------
                                Katey Carroll
                                Chief Financial Officer



                                      -13-




                                 CERTIFICATIONS

                              Certification of CEO

           pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
 regarding Quarterly Report on Form 10-QSB/A for the quarter ended June 30, 2001
 ------------------------------------------------------------------------------

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of, a Delaware corporation (the "Company"), does hereby
certify that:

         1. The Company's Quarterly Report on Form 10-QSB/A for the quarter
ended June 30, 2001 (the Form 10Q-SB/A) fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and

         2. Information contained in the Form 10-QSB/A fairly presents, in all
material respects, the financial condition and results of operations of the
Company.




Date:   March 14, 2003                     By: /s/ Joseph Kristul
        ---------------                        --------------------------------
                                               Joseph Kristul
                                               Chief Executive Officer

                                      -14-
<PAGE>


                              Certification of CFO

           pursuant to Section 906 of the Sarbanes- Oxley Act of 2002
 regarding Quarterly Report on Form 10-QSB/A for the quarter ended June 30, 2001
 ------------------------------------------------------------------------------

         Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1350, chapter 63 of title 18, United States Code), the
undersigned officer of, a Delaware corporation (the "Company"), does hereby
certify that:

         1. The Company's Quarterly Report on Form 10-QSB/A for the quarter
ended June 30, 2001 (the Form 10Q-SB/A) fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and

         2. Information contained in the Form 10-QSB/A fairly presents, in all
material respects, the financial condition and results of operations of the
Company.





Date:    March 14, 2003                    By:  /s/ Katey Carroll
         ----------------                       -------------------------------
                                                Katey Carroll
                                                Chief Financial Officer

                                      -15-
<PAGE>
                                 CERTIFICATION

  Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (subsections (a) and
  (b) of section 1530, chapter 63 of title 18, United States Code), the
  undersigned officer of Transnational Financial Network, Inc., a Delaware
  corporation (the "Company"), does hereby certify that:


         1.       I have reviewed this quarterly report on Form 10-QSB/A of
                  Transnational Financial Network, 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
                  functions):

                  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

     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:  March 14, 2003                 /s/ Joseph Kristul
                                      -------------------
                                      Joseph Kristul
                                      Chief Executive Officer

                                      -16-
<PAGE>

                                 CERTIFICATION


         Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (subsections
(a) and (b) of section 1530, chapter 63 of title 18, United States Code), the
undersigned officer of Transnational Financial Network, Inc., a Delaware
corporation (the "Company"), does hereby certify that:

         1.       I have reviewed this quarterly report on Form 10-QSB/A of
                  Transnational Financial Network, 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
                  functions):

                  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


     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:   March 14, 2003                /s/ Katey Carroll
                                      ----------------------
                                      Katey Carroll
                                      Chief Financial Officer


                                      -17-