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 fiscal period ended October 31, 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                  (IRS Employer Identification No.)
of 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 December 13, 2002: 6,760,181




<PAGE>



                                                  - 19 -


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                                OCTOBER 31, 2002

                                    UNAUDITED



                  TABLE OF CONTENTS                                PAGE NUMBER



PART 1            FINANCIAL INFORMATION

        Item 1.     Condensed Balance Sheets as of October 31, 2002
                    and April 30, 2002                                       2

                    Condensed Statements of Operations For the
                    Three and Six Months Ended October 31, 2002
                    and September 30, 2001                                 3-4

                    Condensed Statements of Cash Flows for the Three
                    and Six Months Ended October 31, 2002 and
                    September 30, 2001                                       5

                    Notes to Condensed Financial Statements               6-11

        Item 2.     Management's Discussion and Analysis of
                    Financial Condition and Results of Operations        12-15

        Item 3.     Controls and Procedures                              15-16


PART 2            OTHER INFORMATION

        Item 1.     Legal proceedings                                       16

        Item 6.     Exhibits and Reports on Form 8-K                        16


                    SIGNATURES                                           16-17

                    CERTIFICATIONS REQUIRED BY 18 U.S.C. SECTION
                    1530, SECTIONS 302 AND 906 OF THE SARBANES-OXLEY
                    ACT OF 2002                                          17-19



<PAGE>



Item 1.  Financial Information


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>




                                                                     October 31,                 April 30,
                                                                       2002                         2002
                                                               -----------------              ------------
                                                                   (unaudited)                   (audited)
<S>                                                                 <C>                     <C>
ASSETS

         Cash and cash equivalents                                  $  3,177,004            $    4,076,422
         Mortgage loans held for sale                                 16,811,737                 5,790,315
         Notes receivable from shareholder                                84,438                    84,438
         Goodwill                                                      4,598,792                 3,023,792
         Property and equipment, net                                     198,601                   148,553
         Other assets                                                  2,132,812                 1,029,472
                                                                    ------------             -------------
TOTAL ASSETS                                                        $ 27,003,384             $  14,152,992
                                                                      ==========                ==========


LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
         Warehouse lines of credit                                  $ 16,385,655             $   5,740,367
         Accrued interest payable                                        115,020                    44,271
         Accounts payable and other liabilities                        1,022,550                   656,837
         Settlement payable                                            1,575,000                         -
         Capital lease obligations                                        49,915                    17,427
         Subordinated debt                                             2,047,000                 1,957,000
                                                                    ------------             -------------
TOTAL LIABILITIES                                                     21,195,140                 8,415,902
                                                                    ------------             -------------


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: 6,760,181 shares issued and outstanding,
            as of October 31, 2002, and April 30, 2002                13,456,182                13,456,182
         Accumulated deficit                                          (7,647,938)               (7,719,092)
                                                                    ------------             -------------
TOTAL SHAREHOLDERS' EQUITY                                             5,808,244                 5,737,090
                                                                    ------------             -------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                          $ 27,003,384             $  14,152,992
                                                                      ==========                ==========

</TABLE>


See accompanying notes to condensed financial statements.


<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (unaudited)
<TABLE>
<CAPTION>

                                                            For the Three                       For the Six
                                                            Months Ended                       Months Ended
                                                   October 31,     September 30,      October 31,     September 30,
                                                       2002            2001               2002            2001
                                                                   (restated)                         (restated)

REVENUE

<S>                                                <C>               <C>              <C>               <C>
         Net gain on sale of loans                 $ 1,574,170       $ 1,047,684      $ 2,275,882       $ 2,112,707
         Production income                           3,782,819         2,295,446        6,995,716         4,570,763
         Other income                                   26,402            24,877           92,474            42,085
                                                   -----------       -----------      -----------       -----------
         TOTAL REVENUE                               5,383,391         3,368,007        9,364,072         6,725,555
                                                   -----------       -----------      -----------       -----------

DIRECT EXPENSE

         Commissions and production incentives       2,406,043         1,446,100        4,431,463         2,809,760
         Production                                    422,486           373,484          731,525           822,523
         Provision for early loan payoff penalties     135,000            57,000          180,000           184,713
                                                   -----------       -----------      -----------       -----------
         TOTAL DIRECT EXPENSE                        2,963,529         1,876,584        5,342,988         3,816,996
                                                   -----------       -----------      -----------       -----------

NET INTEREST INCOME (EXPENSE)

         Interest income from loans in warehouse       524,753           499,233          800,294         1,408,036
         Interest expense on warehouse financing       583,917           642,260          890,304         1,843,712
                                                   -----------       -----------      -----------       -----------
         NET INTEREST INCOME (EXPENSE)                 (59,164)         (143,027)         (90,010)         (435,676)
                                                   -----------       -----------      -----------       -----------
         GROSS MARGIN                                2,360,698         1,348,396        3,931,074         2,472,883
                                                   -----------       -----------      -----------       -----------

INDIRECT EXPENSE

         Salaries and benefits                       1,136,201         1,131,663        2,197,415         2,339,488
         General and administrative                    729,678           605,373        1,337,467         1,473,139
         Occupancy                                     203,669           187,350          391,244           374,546
         Depreciation                                   22,062            44,864           46,536            92,075
                                                   -----------       -----------      -----------       -----------
         TOTAL INDIRECT EXPENSE                      2,091,610         1,969,250        3,972,662         4,279,248
                                                   -----------       -----------      -----------       -----------
         OPERATING INCOME (LOSS)                       269,088          (620,854)         (41,588)       (1,806,365)
                                                   -----------       -----------      -----------       -----------

NON-OPERATING INCOME (EXPENSE)

         Other interest expense                        (88,743)          (83,384)        (173,661)         (162,900)
         Other income (expense)                        184,809           (94,130)         286,403          (278,495)
                                                   -----------       -----------      -----------       -----------
         TOTAL NON-OPERATING
         INCOME (EXPENSE)                               96,066          (177,514)         112,742          (441,395)
                                                   -----------       -----------      -----------       -----------
NET INCOME (LOSS) BEFORE INCOME TAXES             $    365,154       $  (798,368)    $     71,154       $(2,247,760)
                                                   -----------       -----------      -----------       -----------
PROVISION FOR INCOME TAXES                                   -                 -                -                 -
                                                   -----------       -----------      -----------       -----------
NET INCOME (LOSS)                                 $    365,154       $  (798,368)    $     71,154       $(2,247,760)
                                                   -----------       -----------      -----------       -----------
</TABLE>
<PAGE>

                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (unaudited)
<TABLE>
<CAPTION>

                                                            For the Three                       For the Six
                                                            Months Ended                       Months Ended
                                                   October 31,     September 30,      October 31,     September 30,
                                                       2002            2001               2002            2001
                                                                   (restated)                         (restated)

<S>                                                  <C>               <C>              <C>               <C>
NET INCOME (LOSS) PER SHARE:
         Basic                                            0.05            (0.17)             0.01            (0.50)
         Diluted                                          0.05            (0.17)             0.01            (0.50)

WEIGHTED AVERAGE SHARES OUTSTANDING:
         Basic                                       6,760,181         4,756,226        6,760,181         4,517,768
         Diluted                                     6,743,931         4,756,226        6,743,921         4,517,768

See accompanying notes to condensed financial statements.
</TABLE>


<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                                   (unaudited)
<TABLE>
<CAPTION>

                                                                                                For the Six
                                                                                               Months Ended
                                                                                      October 31,     September 30,
                                                                                          2002             2001
                                                                                        ---------        ---------
<S>                                                                           <C>                    <C>
Cash flows from operating activities:
         Net income (loss)                                                    $            71,154    $   (2,247,760)
         Adjustments to reconcile net income (loss) to net cash provided
         by (used in) operating activities:
           Depreciation and amortization                                                   46,536           293,514
           Net effect of changes in operating assets and liabilities:
                  Notes receivable from shareholder                                             -             6,284
                  Other assets                                                        (1,319,588)         1,563,842
                  Accrued interest payable                                                 70,749         (313,509)
                  Accounts payable and accrued liabilities                                408,103          (40,934)

           Net effect of changes in mortgage loan activities:
                  Mortgage loans - originated for sale                              (270,429,100)     (323,832,643)
                  Mortgage loans - proceeds from sales                                259,407,677       335,134,308
                  Provision for early payoffs and loan losses                             180,000           220,713
                  Provision for other bad debts                                            36,250                 -
                  Issuance of stock warrants for services                                       -            28,027
                                                                               -------------------   --------------
         Net cash (used in) provided by operating activities                         (11,528,219)        10,811,842

Cash flows used in investing activities:
                  Property and equipment - purchases                                     (96,585)          (15,497)
                                                                               -------------------   --------------
         Net cash used in investing activities                                           (96,585)          (15,497)

Cash flows provided by (used in) financing activities:
         Warehouse lines of credit - net borrowings (repayments)                       10,645,288      (10,691,906)
         Issuance of subordinated debt                                                    900,000           680,000
         Repayments of subordinated debt                                                (810,000)                 -
         Repayments on capital lease obligations                                          (9,902)                 -
         Sale of common stock                                                                   -           900,000
                                                                               -------------------   --------------
                  Net cash provided by (used in) financing activities                  10,725,386       (9,111,906)
                                                                               -------------------   --------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                    (899,418)         1,684,439
                                                                               -------------------   --------------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                                          4,076,422           595,488
                                                                               -------------------   --------------
CASH AND CASH EQUIVALENTS, END OF  PERIOD                                       $       3,177,004    $    2,279,927
                                                                                      ===========        ==========
CASH PAID DURING PERIOD FOR:
         Interest                                                               $       1,001,710    $    2,265,883
         Income taxes                                                                           -                 -

SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES
         Property and equipment acquired under capital lease                  $            42,389                 -
         Goodwill and settlement payable arising from settlement of litigation          1,575,000                 -

See accompanying notes to condensed financial statements.

</TABLE>


<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                October 31, 2002

                                   (unaudited)

     NOTE 1 General - The accompanying financial statements of Transnational
     Financial Network, Inc. (the "Company") as of and for the three and six
     month periods ended October 31, 2002 and September 30, 2001, are unaudited
     and have been prepared 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 accounting principles generally accepted in the United
     States of America 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 four months ended April 30,
     2002 and for the year ended December 31, 2001. These unaudited 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 accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect certain reported
     amounts and disclosures. Accordingly, actual results could differ from
     those estimates. The results of operations of the Company for the three and
     six months ended October 31, 2002 and September 30, 2001 are not
     necessarily indicative of the results to be expected for the full year.

     Effective April 26, 2002, the Company changed its year-end from December 31
     to April 30. For purposes of this Quarterly Report on Form 10-QSB, the
     Company's condensed statements of operations and cash flows consist of the
     three and six months ended October 31, 2002 and September 30, 2001. The
     Management's Discussion and Analysis of Financial Condition and Results of
     Operations section of this Quarterly Report on Form 10-QSB compares
     financial information for the three and six month periods ended October 31,
     2002 and September 30, 2001.

     Certain amounts reflected in the condensed financial statements for the
     three and six month periods ended September 30, 2001 have been reclassified
     to conform to the presentation for the three and six month periods ended
     October 31, 2002.

     NOTE 2 New Accounting Standards - The Company adopted SFAS No. 142,
     "Accounting for Goodwill and Other Intangible Assets" as of January 1,
     2002. The standard requires that goodwill arising from an acquisition of a
     business be periodically assessed for impairment rather than amortized
     periodically. The Company has performed an assessment of goodwill as of
     October 31, 2002 and determined that no impairment has arisen. Included in
     the Company's assets as of October 31, 2002 is goodwill related to an
     acquisition in 1999 with a net carrying value of $4,598,792. The adoption
     of SFAS No. 142 has resulted in a decrease of amortization expense by
     approximately $400,000 per year, which amortization is a non-cash item. The
     impact of SFAS No. 142 on net results for the six months ended October 31,
     2002 and and September 30, 2001 follows:

Financial statement caption               October 31, 2002     September 30,
---------------------------               ----------------     -------------
                                                                   2001
                                                                (Restated)


Reported net income (loss)                      $  71,154      $  (2,247,760)

Add back:  Goodwill amortization                        -            201,439

Adjusted net income (loss)                      $  71,154      $  (2,046,321)
                                                =========       ============
Basic and diluted income (loss) per share:

Reported net income (loss)                      $   0.01       $     (0.50)

Add back: Goodwill amortization                     0.00              0.04

Adjusted net income (loss) per share            $   0.01       $     (0.46)
                                                ========       ===========
<PAGE>



      In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs
      Associated with Exit or Disposal Activities", which addresses accounting
      for restructuring and similar costs. SFAS No. 146 supersedes previous
      accounting guidance, principally Emerging Issues Task Force Issue No.
      94-3. The Company will adopt the provisions of SFAS No. 146 for
      restructuring activities initiated after December 31, 2002. SFAS No. 146
      requires that the liability for costs associated with an exit or disposal
      activity be recognized when the liability is incurred. Under Issue No.
      94-3, a liability for an exit cost would be recognized at the date of the
      Company's commitment to an exit plan. SFAS No. 146 also establishes that
      the liability should initially be measured and recorded at fair value.
      Accordingly, SFAS No. 146 may affect the timing of recognizing future
      restructuring costs as well as the amounts recognized. The Company does
      not expect the adoption of SFAS No. 146 to have an impact on its financial
      position or results of operations since it does not currently anticipate
      any restructuring activities.

     Statement of Financial Accounting Standards No. 147, "Acquisitions of
     Certain Financial Institutions" (SFAS No. 147), was adopted by the Company
     effective October 1, 2002. The provisions of this statement require that
     purchases of financial institutions, excluding transactions between two or
     more mutual enterprises, be accounted for using the purchase method of
     accounting. In addition, the provisions of this statement amend Statement
     of Financial Accounting Standards No. 144, "Accounting for the Impairment
     or Disposal of Long-Lived Assets" (SFAS No. 144), to include in its scope
     long-term customer-relationship intangible assets of financial
     institutions. Consequently, those intangible assets are subject to the same
     undiscounted cash flow recoverability test and impairment loss recognition
     and measurement provisions that SFAS No. 144 requires for other long-lived
     assets. Management does not anticipate that SFAS No. 147 will have a
     significant impact on the Company's financial condition and results of
     operations since it does not currently anticipate acquiring any financial
     institutions.

     NOTE 3       Financing Facilities -

     A. Warehouse Lines Of Credit - As of October 31, 2002, the Company
     maintained two revolving warehouse lines of credit with a total borrowing
     capacity of $20 million to fund mortgage loan originations. There are
     geographic restrictions on $15 million of this borrowing capacity, with $10
     million restricted to loans on Arizona properties and $5 million restricted
     to loans on California properties. Advances are made on the warehouse lines
     for residential real estate loans, which are pledged as collateral.
     Interest accrues monthly on outstanding warehouse line borrowings and is
     due at settlement when the underlying loans are sold. All advances must be
     repaid within one year. The lines of credit bear interest at one month
     LIBOR plus a margin ranging from 4.43% to 5.43% for an average rate of
     6.04% at October 31, 2002, and at Prime, which was 4.75% at October 31,
     2002. The lines do not have an expiration date, but are cancelable at any
     time upon written notice by either party. In connection with these lines,
     the Company is required to maintain compensating balances with the
     warehouse lenders of not less than $250,000. Subsequent to October 31,
     2002, the Company's borrowing capacity on one of the warehouse lines was
     increased by $5 million, increasing total credit available to $25 million.

     B. Master Sale Agreement - In November 2000 the Company entered into a
     Quick Sale Master Loan Participation and Custodian Agreement (Quick Sale
     Gestation Line) with a financial institution. This agreement was amended
     and renewed on April 22, 2002. Under the terms of the agreement, as
     amended, the financial institution purchases a 100% loan participation
     interest upon the Company obtaining a firm forward sale delivery commitment
     from investors and upon the financial institution's approval of the loan
     quality based on its underwriting standards. The Company recognizes loans
     transferred under this line as a gain on sale immediately upon the loan
     being purchased and funded by the financial institution. In connection with
     this agreement, the Company is required to repurchase certain loans that,
     subsequent to acquisition by the financial institution, fail to meet
     certain representations and warranties set forth in the agreement at the
     date of the sale. During the six month periods ended October 31, 2002 and
     September 30, 2001, the Company was not required to repurchase any loans
     from its financing facilities. Loan interest charges incurred in connection
     with the sale are estimated and recognized as a reduction in sales proceeds
     immediately upon the loan being transferred. Loan interest expense is
     calculated based on the number of days the loan remains with the financial
     institution until it is ultimately resold to a third party investor, and
     during this intermediate period the Company sub-services the loans on
     behalf of the financial institution. The agreement was $30 million as of
     October 31, 2002. Interest on the line is at Prime Rate plus 1.0%, or
     6.50%, whichever is greater, when the balance is $30 million or less (Prime
     was 4.75% at October 31, 2002). The line can be increased by up to $10
     million on an interim basis at the sole discretion of the institution at a
     higher interest rate. To date, the Company has not utilized this
<PAGE>

     interim bulge capacity. In connection with this Master Sale Agreement, the
     Company is required to maintain compensating balances of not less than
     $1,000,000.

     C. Master Mortgage Loan Purchase Agreement - In June 2002 the Company
     entered into a Master Mortgage Loan Purchase Agreement with a financial
     institution. Under the terms of the agreement, the financial institution
     purchases a 100% loan participation interest upon the Company obtaining a
     firm forward sale delivery commitment from investors and upon the financial
     institution's approval of the loan quality based on its underwriting
     standards. The Company recognizes loans transferred under this line as a
     gain on sale immediately upon the loan being purchased and funded by the
     financial institution. In connection with this agreement, the Company is
     required to repurchase certain loans that, subsequent to acquisition by the
     financial institution, fail to meet certain representations and warranties
     set forth in the agreement at the date of the sale. To date, the Company
     has not been required to repurchase any loans funded with this facility.
     The agreement was $15 million as of October 31, 2002 and bears interest at
     the greater of LIBOR or Federal Funds plus 2.75%. As of October 31, 2002,
     LIBOR was 1.716% and the Federal Funds rate was 1.75%. In connection with
     this Master Sale Agreement, the Company is required to maintain
     compensating balances of not less than $1,500,000.

     The funding facilities have various financial and operational covenants
     with which the Company must comply, including the requirement that the
     Company maintain cash deposits with certain lenders as compensating
     balances. Collectively, these facilities require compensating balances of
     $2.75 million.. As of October 31, 2002 the Company was in violation of one
     financial covenant with two of its lenders. One lender has provided a
     waiver to the Company, and continues to make warehouse financing available
     to the Company. The second lender has acknowledged the financial debt
     covenant violation and continues to make warehouse financing available to
     the Company under the terms of the respective financing facility. There is
     a risk that either or both providers of these financing facilties could
     terminate the financing facility agreements as a result of the debt
     covenant violations; however, notwithstanding covenant violations, existing
     provisions included in the agreements give the lenders the ability to
     terminate the agreements without cause; either immediately upon
     notification or with 30 days written notice. Therefore, the covenant
     violations do not give the lenders any greater contractual right or power
     to terminate their agreements than exists when the Company is in full
     compliance with all financial covenants. Termination of any of these
     facilities could have a material adverse effect on the Company's operations
     and its financial performance by constraining its ability to fund loans. If
     termination was to occur, the Company would need to seek alternative
     sources of financing, possibly under less favorable terms. Joseph Kristul,
     CEO and Maria Kristul, President have both personally guaranteed the four
     facilities in place at October 31, 2002.

     NOTE 4       Other Assets - As of October 31 and April 30, 2002, the
     Company's other assets consisted of the following:

                                              October 31, 2002   April 30, 2002

                                              ----------------  ---------------
Receivables, net of allowances for bad debts $  1,450,309         $  605,124
Forward delivery commitments                      (22,000)           (25,156)
Commitments to extend credit                      605,000            321,753
Deposits and prepaids                              99,503            127,751
                                               ----------         ----------
Total                                        $  2,132,812        $ 1,029,472
                                                =========          =========


     Receivables consist of amounts to be received from the subsequent sale of
     mortgage loans held for sale, commissions, and other miscellaneous mortgage
     related receivables. Forward delivery commitments and commitments to extend
     credit represent the fair value of the contractual loan and forward
     delivery commitments, as required under SFAS No. 133.

     NOTE 5 Subordinated Debt and Notes Payable - During the six months ended
     October 31, 2002, the Company paid down subordinated debt in the amount of
     $900,000 and issued new subordinated debt in the amount of $810,000. The
     new debt was issued on substantially the same terms as the debt that was
     retired. All subordinated debt bears interest at 15% and has maturity dates
     ranging from December 31, 2002 to June 29, 2005. Subordinated debt interest
     expense of $138,000, and $133,600 was incurred in the fiscal periods ended
     October 31, 2002 and September 30, 2001.

     As of October 31, 2002, there were 88,500 warrants outstanding related to
     the Company's subordinated debt with exercise prices ranging from $0.75 to
     $1.00.
<PAGE>


     NOTE 6 Stock Option Activity - During the six months ended October 31,
     2002, common stock option activity under the Company's 2000 Stock Incentive
     Plan (the "Plan") was as follows; 150,000 common stock options with a
     weighted average strike price of $1.98 were cancelled and 100,000 common
     stock options were issued at a strike price of $0.68. The grant for 100,000
     options was subsequently forfeited prior to October 31, 2002 as the grantee
     resigned from the Company. Other options in the total amount of 65,000 were
     issued at a strike price of $0.30. There were 328,941 options outstanding
     under the Plan as of October 31, 2002.

     During the six months ended October 31, 2002, the Company's board of
     directors agreed to issue 300,000 common stock options at a strike price of
     $0.73 to the CEO. The shares will be unregistered and the options carry a
     term of four years from the date then granted. The options were not part of
     the Company's existing option plans and are subject to shareholder
     approval.

     NOTE 7 Basic Net Income (Loss) Per Share - Basic net income (loss) per
     share is computed by dividing net income (loss) by the weighted average
     common shares outstanding during the period. Diluted net income (loss) per
     share is computed based on the weighted average number of common shares
     outstanding adjusted for potentially dilutive securities. For the three
     months ended October 31, 2002 and September 30, 2001, the effect of
     including potentially dilutive securities in the calculation of diluted net
     income (loss) per share is insignificant and antidilutive, respectively.
     For the six months ended October 31, 2002 and September 30, 2002, the
     effect of including potentially dilutive securities in the calculation of
     diluted net income (loss) per share is antidilutive. Potentially dilutive
     securities were 947,691 and 783,000 at October 31, 2002 and September 30,
     2001, respectively.

     NOTE 8 Fair Value of Financial Instruments - A summary of the contract
     amount of the Company's exposure to off-balance sheet credit risk as of
     October 31, 2002 and April 30, 2002, including financial instruments whose
     contract amount represents credit risk only is as follows:

                                     October 31, 2002        April 30,
                                      2002                     2002
                                     -----------------    -----------------
                                     -----------------    -----------------
 Commitments to extend credit            $104,700,022         $ 41,953,193
   Forward delivery commitments            10,700,000            5,000,000


     Commitments to extend credit are contractual agreements entered into with
     customers as long as there is no violation of any condition established on
     the contract. Commitments generally have fixed expiration dates or other
     termination clauses and may require payment of a fee by the Company. Since
     many of the commitments are expected to expire without being drawn upon,
     the total commitment amounts do not necessarily represent future cash
     requirements. The Company is exposed to credit risk on its forward delivery
     commitments when the Company's position in these instruments becomes
     positive (i.e. "in-the-money") and the Company is a net creditor to the
     counter party to the agreement.

     NOTE 9 Restatement - During the period ended October 31, 2002, the Company
     determined that the methodology used to calculate the fair value of
     derivative instruments was incorrect. The Company adopted SFAS No. 133
     beginning on January 1, 2001 and determined that its rate lock and forward
     commitments were considered derivative instruments. Upon adoption, the
     Company determined that the fair value of these derivative instruments was
     $314,000, or $0.07 per share , which was recorded as a cumulative effect of
     change in accounting principle. The fair value of these instruments is
     included in other assets. The Company has determined that it incorrectly
     stated the estimated fair value of these instruments upon adoption and that
     the correct amount should have been $346,960, or $0.09 per share.

     Additionally, the Company estimated the fair value of these instruments for
     each period thereafter and recognized the change in fair value in the
     statement of operations. Subsequently, the Company determined that it
     incorrectly stated the estimated fair value of these instruments and
     intends to restate its financial statements for the quarters ended March
     31, June 30, and September 30, 2001, the year ended December 31, 2001 and
     the four month transition period ended April 30, 2002. The restatement for
     December 31, 2001 will be filed as part of the restatement for April 30,
     2002. The restatement of the statement of operations for the period ended
     September 30, 2001 has already been reflected in these financial
     statements. The effect of this restatement on the fair value of the rate
     lock and forward delivery commitments and the related financial statements
     captions for the respective periods during 2001 is as follows:
<PAGE>


<TABLE>
<CAPTION>

                                At and for the     At and for the    At and for the    At and for the 3
                                 year ended:      3 months ended:   3 months ended:     months ended:
                             ------------------- ----------------- ----------------- -------------------

                              December 31, 2001    September 30,     June 30, 2001      March 31, 2001
                              -----------------    --------------    -------------      --------------

<S>                                 <C>               <C>              <C>                 <C>
Fair value of derivatives -           $  480,508        $  446,381       $   402,254         $   358,127
as reported

Fair value of derivatives -           $  287,360        $  305,521       $   399,651         $   584,016
as adjusted

Total assets - as reported          $ 23,880,633      $ 13,462,843      $ 18,350,796       $  24,554,533

Total assets - as adjusted          $ 23,687,485      $ 13,321,983      $ 18,348,193       $  24,780,422

Total shareholders' equity           $ 4,500,338       $ 4,121,235      $  3,853,319        $  5,074,769
- as reported

Total shareholders' equity           $ 4,307,190       $ 3,980,375      $  3,850,716        $  5,300,658
- as adjusted

Other income - as reported            $  130,186        $   67,304        $   61,335         $    22,848

Other income - as adjusted           $  (95,922)        $ (94,130)       $ (167,157)         $   215,778
(1)

Net loss - as reported              $(2,204,277)       $ (660,911)      $(1,220,900)        $  (701,819)

Net loss - as adjusted              $(2,397,425)       $ (798,368)      $(1,449,392)        $  (475,930)

Net loss per share - as               $   (0.51)        $   (0.14)        $   (0.29)         $    (0.16)
reported

Net loss per share - as               $   (0.55)        $   (0.17)        $   (0.34)         $    (0.11)
adjusted
</TABLE>



     (1)Certain amounts have been further restated due to reclassifications made
     to conform the 2001 financial statement presentation to the 2002 financial
     statement presentation.

     Finally, the Company has determined that the cumulative effect of these
     adjustments on the four month transition period ended April 30, 2002 would
     reduce the accumulated deficit in the amount of $193,148 and would increase
     other income by the same amount.

     NOTE 10 Subsequent Events - Subsequent to October 31, 2002, the Company's
     borrowing capacity on one of its warehouse lines was increased by $5
     million, increasing total warehouse credit available to $80 million.

     On December 2, 2002, the Company reached a final settlement of the lawsuit
     between it and the two former principals of LRS, Inc. The Company settled
     on an amount of the purchase price to be paid to the LRS principals
     pursuant to the purchase agreement. Pursuant to the purchase agreement,
     part of the purchase price was to be based on the earnings of the LRS
     operating unit from acquisition date through July 31, 2003. The Company
     modified the method used to determine the amount to be paid for the period
     from November 1, 2002 through July 31, 2003. The total amount due for the
     period ended October 31, 2002 represents an increase in
<PAGE>

      the purchase price, thereby increasing goodwill as of October 31, 2002.
      The amount due for the period of November 1, 2002 through July 31, 2002
      will be accounted for in a similar manner. Subsequent to this transaction,
      the Company performed an assessment of goodwill as of October 31, 2002 as
      required by SFAS 142, and determined that no impairment had arisen.
      Payment will be made in monthly installments over a period of
      approximately 22 months, commencing December 2002. The obligation accrues
      interest at a rate of 10% on the unpaid balance.


<PAGE>


PART 1

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.

Change in Fiscal Year

The Company changed its fiscal year end from December 31st to April 30th,
effective April 26, 2002. The fiscal years are referred to using the year in
which the end of the fiscal year falls. Unless otherwise noted, all references
in this Form 10-QSB to 2003 or 2002 are to the fiscal year ending on April 30th
in the year named. This means that the fiscal year ending April 30, 2002 is
referred to as "2002."

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 origination of retail mortgage loans, and currently maintains retail offices
in San Francisco and Campbell, Rancho Cucamonga and Victorville, 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 has recently
commenced certain brokerage and consulting services to a real estate developer
in Spain. 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, with origination volumes increasing in periods of
declining interest rates, and declining during periods of increasing 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, 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
and, consequently, have lower initial interest rates than those charged on
longer term fixed interest rate mortgage loans.

To diminish the overall effects of a variable interest rate market, the Company
has employed other measures to stabilize business. These measures include
offering a broader menu of products, delivering mortgages to the secondary
market in volume packages, and expanding both the nature and scope of mortgage
originations. Further changes were implemented operationally, such as the
centralization of operations in two regional centers, for conventional and
government programs. Nonetheless, the Company's origination volume trends have
been and will continue to be heavily influenced by both the level and trend of
interest rates.
<PAGE>


The following table shows the Company's wholesale and retail production trends
by fiscal quarter ending:
<TABLE>
<CAPTION>

                               Origination Volumes
                                  ($ millions)

Fiscal Quarter Ending   10-31-02   7-31-02    3-31-02   12-31-01    9-30-01    6-30-01   3-31-01   12-31-00  9-30-00
---------------------   --------   -------    -------   --------    -------    -------   -------   --------  -------
<S>                          <C>        <C>      <C>        <C>        <C>        <C>       <C>       <C>       <C>
Wholesale                    $177       $95      $ 116      $ 195      $ 153      $ 188     $ 249     $ 182     $ 155
Retail                       253        205        172        202        145        136       108        88        68
                             ----       ---        ---        ---        ---        ---       ---  --    --        --
Total                        $430     $ 300      $ 288      $ 397      $ 298      $ 324     $ 357     $ 270     $ 223

</TABLE>

SIX MONTHS ENDED OCTOBER 31, 2002 COMPARED TO SIX MONTHS ENDED SEPTEMBER 30,
2001

The Company earned net income of $71 thousand, or $.01 per share, for the six
month period ended October 31, 2002 ("2002"), as compared to a net loss of
$(2.2) million, or $(0.50) per share for the six months ended September 30, 2001
("2001"). This represented an improvement in 2002 of $2.3 million, or 103%. The
improvement is due largely to the following factors: 1) an improvement in the
gross margin before net interest income (expense) of $1.1 million, or 38%; 2) an
improvement in net interest income (expense) on loans in the warehouse of $346
thousand or 79%; 3) a decrease in salaries and benefits of $142 thousand, or 6%;
4) a decrease in general and administrative expenses of $136 thousand, or 9%;
and 5) an increase in other non-operating income (expense) of $554 thousand, or
126%.

The gross margin before net interest income (expense) increased from $2.9
million in 2001 to $4.0 million in 2002, an increase of $1.1 million, or 38%.
Loan production increased in 2002 to $730 million from $622 million in 2001, an
increase of $108 million, or 17%. Retail loan originations for the 2002 period
were $458 million, compared to $281 million for the 2001 period, an increase of
63%. Wholesale loan volume was $272 million for 2002, compared to $341 million
in 2001, a decrease of 20%. The decline in wholesale mortgage originations from
2001 to 2002 was largely due to turnover among our senior account executives and
a restructuring of our production management. This restructuring was largely
completed by the end of June, 2002, and we have seen positive results in our
originations since that time.

The improvement in the gross margin is due primarily to continued strong retail
production growth. Overall, loan production income, net of commissions,
incentives and other direct production expenses, increased from $938 thousand in
2001 to $1.8 million in 2002, an improvement of $894 thousand, or 91%.

Net interest income (expense) is a second factor that contributed to 2002's
improved gross margin. For 2002, the amount was $(90) thousand, compared to
$(436) thousand in 2001, an improvement of $346 thousand, or 79%. This resulted
from the Company securing more favorable borrowing rates from its warehouse
lenders. As well, the Company continued to accelerate the sale and shipping of
loans, so that they spend a shorter amount of time in the warehouse, thus
decreasing financing costs.

Gain on sale of mortgages increased to $2.3 million in 2002 as compared to $2.1
million in 2001, an improvement of $163 thousand, or 8%. Although loan volume
declined from $341 million in 2001 to $272 million in 2002, the actual gain on
sale increased from 62 basis points in 2001 to 84 basis points in 2002, an
improvement of 22 basis points, or 35%. This improvement in profitability is due
to the restructuring of the Company's product line that began in late 2001 and
which continues into the present.

Despite the increase in loan production volume in 2002, salaries and benefits
declined to $2.2 million in 2002 as compared to $2.3 million in 2001, a drop of
6%. The change results from the Company's decision to run a leaner operation,
which resulted in eliminating some positions, and not filling others as they
opened. Management does not believe the Company's operations were negatively
impacted by these changes.

General and administrative expenses declined to $1.3 million in 2002 as compared
to $1.5 in 2001, a decline of 9%. Excluding professional fees, these expenses
declined from $1.2 million in 2001 to $800 thousand in 2002, an improvement of
33% for the current period. The decrease results from management's continued
successful efforts at overall corporate cost reduction. Professional fees
increased in 2002 by $200 thousand, due to increased expenses related to
restating SEC filings for 2001 and 2002, preparing and filing the Form 10KSB for
the four month transition period ended April 20, 2002, and the LRS litigation.
<PAGE>


Other non-operating income (expense) improved by $554 thousand, or 126%, in
2002. The increase is primarily attributable to an improvement in the change in
the fair value of the mortgage loan derivative assets from $(278) thousand
during 2001 to $286 thousand during 2002, a change of $564 thousand, or 203%.
The improvement arises from the increase in loan production volume and the
corresponding increase in the locked loans in the pipeline in 2002, combined
with the improvement in pricing in 2002.

THREE MONTHS ENDED OCTOBER 31, 2002 COMPARED TO THREE MONTHS ENDED
SEPTEMBER 30, 2001

The Company earned net income of $365 thousand, or $.05 per share, for the three
month period ended October 31, 2002 ("2002"), as compared to a net loss of
$(798) thousand or $(0.17) per share for the three months ended September 30,
2001 ("2001"). This represented an improvement in 2002 of $1.2 million or 146%.
The improvement is due largely to the following factors: 1) an improvement in
the gross margin before net interest income (expense) from $1.5 million in 2001
to $2.4 million in 2002, an improvement of $900 thousand, or 60%; 2) an
improvement in net interest income (expense) on loans in the warehouse of $84
thousand or 59%; and 3) an increase in other non-operating income (expense) of
$274 thousand or 156%. These improvements were partially offset by an increase
in general and administrative expenses of $124 thousand, or 21%.

The gross margin before net interest income (expense) increased from $1.5
million in 2001 to $2.4 million in 2002, an increase of 60%. Loan production
increased in 2002 to $430 million from $298 million in 2001, an increase of $132
million, or 44%. Retail loan originations for the 2002 period were $253 million,
compared to $145 million in 2001, an improvement of $108 million, or 74%.
Wholesale loan volume in 2002 was $177 thousand, compared to $153 million in
2001, a positive change of $24 million, or 16%.

The improvement in the gross margin is due primarily to continued strong retail
production growth. Overall, loan production income, net of commissions,
incentives and other direct production expenses, increased from $476 thousand in
2001 to $954 thousand in 2002, an improvement of $478 thousand, or 100%.

Net interest income (expense) was $(143) thousand in 2001 as compared to $(59)
thousand in 2002, representing an improvement from 2001 to 2002 of 59%. This
resulted from the Company securing more favorable borrowing rates from its
warehouse lenders. As well, the Company continued to accelerate the sale and
shipping of loans, so that they spend a shorter amount of time in the warehouse,
thus decreasing financing costs.

Gain on sale of mortgages increased to $1.6 million in 2002 as compared to $1
million in 2001, an increase of $526 thousand, or 50%. The actual gain on sale
increased from 68 basis points in 2001 to 89 basis points in 2002, an increase
of 21 basis points, or 30%. This improvement in profitability is due to the
restructuring of the Company's product line that began in late 2001 and
continues into the present.

General and administrative expenses increased to $730 thousand in 2002 as
compared to $605 thousand in 2001, an increase of 21%. Excluding professional
fees, these expenses declined from $475 thousand in 2001 to $425 thousand in
2002, an improvement of 11% for the current period. The decrease results from
management's continued successful efforts at overall corporate cost reduction.
Professional fees increased in 2002 by $175 thousand, due to increased expenses
related to restating SEC filings for 2001 and 2002, preparing and filing the
Form 10KSB for the four month transition period ended April 20, 2002, and the
LRS litigation.

Other non-operating income (expense) improved by $274 thousand, or 154%, in
2002. The increase is primarily attributable to an improvement in the change in
the fair value of the mortgage loan derivative assets from $(94) thousand during
2001 to $185 thousand during 2002, a change of $279 thousand, or 297%. The
improvement arises from the increase in loan production volume and the
corresponding increase in the locked loans in the pipeline in 2002, combined
with an improvement in pricing in 2002.
<PAGE>


LIQUIDITY AND CAPITAL RESOURCES


For the six months ("the period") ended October 31, 2002, the Company was cash
flow negative, with the Company's cash and cash equivalents decreasing by $899
thousand to $3.2 million as of October 31, 2002 as compared to $4.1 million as
of April 30, 2002. Of the Company's total cash of $3.2 million, $2.75 million is
held as compensating balances by warehouse lenders as of October 31, 2002. The
Company's $118 thousand adjusted net income (after adjusting for depreciation
and amortization of $47 thousand), combined with changes in operating assets and
liabilities for the period ended October 31, 2002, used cash in the total amount
of $11.5 million. This was almost entirely due to more loans being funded than
loans being sold, in the amount of $11 million. Financing activities provided
cash of $10.7 million as net borrowings on financing facilities of $10.6 million
and new subordinated debt of $900 thousand exceeded repayments of subordinated
debt of $810 thousand. The new subordinated debt was issued on substantially the
same terms as the debt that was retired. Settlement of the LRS litigation
resulted in a non-cash investing and financing activity of $1.6 million.

The capital resources utilized by the Company to fund its mortgage lending
activities are primarily provided by warehouse lenders that fund the mortgage
loans through a Master Sale Agreement, a Master Mortgage Loan Purchase
Agreement, or traditional warehouse lines of credit ("warehouse facilities").
The size of the Company's warehouse facilities is based on the Company's net
worth and cash resources. The Company's prior operating losses eroded its net
worth and cash position, which has made it more difficult to obtain adequate
financing facilities at favorable rates as needed to support further business
expansion. As of October 31, 2002, the Company had a total of four financing
facilities for a maximum financing capacity of up to $75 million. Subsequent to
October 31, 2002, one of our traditional warehouse lenders raised our credit
limit by $5 million, increasing our total capacity to $80 million.

The funding facilities have various financial and operational covenants with
which the Company must comply, including the requirement that the Company
maintain cash deposits with certain lenders as compensating balances.
Collectively, these facilities require compensating balances of $2.75 million..
As of October 31, 2002 the Company was in violation of one financial covenant
with two of its lenders. One lender has provided a waiver to the Company, and
continues to make warehouse financing available to the Company. The second
lender has acknowledged the financial debt covenant violation and continues to
make warehouse financing available to the Company under the terms of the
respective financing facility. There is a risk that either or both providers of
these financing facilities could terminate the financing facility agreements as
a result of the debt covenant violations; however, notwithstanding covenant
violations, existing provisions included in the agreements give the lenders the
ability to terminate the agreements without cause; either immediately upon
notification or with 30 days written notice. Therefore, the covenant violations
do not give the lenders any greater contractual right or power to terminate
their agreements than exists when the Company is in full compliance with all
financial covenants. Termination of any of these facilities could have a
material adverse effect on the Company's operations and its financial
performance by constraining its ability to fund loans. If termination was to
occur, the Company would need to seek alternative sources of financing, possibly
under less favorable terms. Joseph Kristul, CEO and Maria Kristul, President
have both personally guaranteed the four facilities in place at October 31,
2002.

Critical Accounting Policies

The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Notes to the Financial
Statements included in the Form 10-KSB for the year ended April 30, 2002. These
policies have been applied consistently in all material respects and address
matters such as: revenue recognition, loan inventory valuation, asset impairment
recognition and stock based compensation and fair value of financial
instruments. While the estimates and judgments associated with the application
of these accounting policies may be affected by different assumptions or
conditions, the Company believes the estimates and judgments associated with the
reported amounts are appropriate in the circumstances.

Item 3.  CONTROLS AND PROCEDURES

As of November 15, 2002, an evaluation was performed, under the supervision and
with the participation of the Company's management, including the Chief
Executive Officer and Chief Accounting Officer, of the design and operation of
the Company's disclosure controls and procedures (as defined in Sections
13a-14(C) and 15d-14(C) of the Securities Exchange Act of 1934, as amended).
Based on that evaluation, the Company's Chief Executive Officer and Chief
Accounting Officer concluded that the Company's disclosure controls and
procedures were effective as of
<PAGE>

November 15, 2002. There have been no significant changes in the Company's
internal controls or in other factors that could significantly affect the
internal controls subsequent to November 15, 2002.
<PAGE>







PART 2

Item 1.  LEGAL PROCEEDINGS

The registrant has settled all litigation between it and former principals and
owners of LRS, Inc., William Russell and Teri Saldivar. The litigation arose
over a dispute about the purchase price of LRS, Inc. to be paid to Mr. Russell
and Ms. Saldivar by the registrant in connection with the acquisition of LRS,
Inc. by the registrant. The major elements of the settlement are as follows:

1.        The Company agreed to pay the former principals of LRS, Inc. an amount
          equal to $1.45 million plus 55% of the pretax earnings before
          amortization of goodwill and acquisition expenses of its Amerimac
          division for the year ending July 31, 2003.

..        Interest on this obligation accrues monthly at a rate of 10% beginning
          in December 2002.

3.        Payments on this settlement began with $135,000 upon execution of the
          agreement, and will continue at $50,000 monthly for four months,
          followed by payments of $100,000 per month thereafter until the
          obligation is paid in full.

4.        The former principals of LRS, Inc. agreed not to solicit or hire,
          directly or indirectly, any employees of the Company or its divisions
          or subsidiaries until the obligation is paid in full.

5.        The Company hereby withdraws statements made regarding the termination
          of the former principals of LRS, Inc in certain of its previous
          filings with the Commission.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

(b)      REPORTS ON FORM 8-K
<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.

December 13, 2002
/s/ Joseph Kristul
----------------------------
Joseph Kristul, Chief Executive Officer


December 13, 2002
/s/ Katey Carroll
----------------------------
Katey Carroll
Controller and Chief Accounting Officer
<PAGE>




         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 of
                  Transnational Financial Network;


         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

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



Date:    December 13, 2002
         /s/ Joseph Kristul
         ----------------------
         Joseph Kristul
         Chief Executive Officer
<PAGE>



         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-Q of
                   Transnational Financial Network;


         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

8.            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:    December 13, 2002
         /s/ Katey Carroll
         ----------------------
         Katey Carroll
         Controller and Chief Accounting Officer