QUARTERLY REPORT FOR THE QUARTER ENDED MARCH 31, 2002

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

                                  Form 10-QSB/A
                                 (Amendment #1)


                                   (Mark One)

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

                  For the quarterly period ended March 31, 2002

[ ]      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 May 10, 2002: 6,760,181



<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                                 MARCH 31, 2002

                                    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 original Form 10-QSB filed on May 20, 2002 for
the quarter ended March 31, 2002. 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


PART 1     Item 1       Financial Information

                        Condensed Balance Sheets as of
                        March 31, 2002 and December 31, 2001              2

                        Condensed Statements of Operations for the
                        Three Months Ended March 31, 2002 and 2001        3

                        Condensed Statements of Cash Flows for the
                        Three Months Ended March 31, 2002 and 2001        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                                 10

            Item 2      Changes in Securities and Use of Proceeds         10

            Item 3      Exhibits and Reports on Form 8-K                  10

                        SIGNATURES                                        11

                        Certifications Required by 18 U.S.C.              12
                        Section 1530, Sections 302 and 906 of the
                        Sarbanes-Oxley Act of 2002




                                      -1-
<PAGE>


PART 1

Item 1.  Financial Information


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                              March 31,                       December 31,
                                                                2002                              2001
                                                           ------------                   ----------------
                                                            (unaudited)                     (audited)
                                                            (restated)                      (restated)
ASSETS
<S>                                                        <C>                                <C>
    Cash and cash equivalents                              $  3,187,049                       $    842,890
    Cash and cash equivalents - restricted                    1,000,000                            249,903
    Mortgage loans held for sale                             10,393,177                         17,592,497
    Notes receivable from shareholder                            84,438                             84,438
    Goodwill                                                  3,023,792                          3,023,792
    Property and equipment, net                                 137,033                            161,297
    Other assets                                              1,334,005                          1,732,668
                                                           ------------                       ------------

TOTAL ASSETS                                               $ 19,159,494                       $ 23,687,485
                                                           ============                       ============


LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
    Warehouse lines of credit                              $ 10,316,712                       $ 16,294,450
    Accrued interest payable                                     75,415                            149,617
    Accounts payable and accrued liabilities                    674,866                            929,228
    Subordinated debt                                         2,007,000                          2,007,000
                                                           ------------                       ------------

TOTAL LIABILITIES                                          $ 13,073,993                       $ 19,380,295
                                                           ------------                       ------------


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 March 31, 2002, and 5,137,593 issued and
      outstanding as of December 31, 2001                    13,456,182                         11,540,182
    Accumulated deficit                                      (7,370,681)                        (7,232,992)
                                                           ------------                       ------------

TOTAL SHAREHOLDERS' EQUITY                                    6,085,501                          4,307,190
                                                           ------------                       ------------


TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                 $ 19,159,494                       $ 23,687,485
                                                           ============                       ============
</TABLE>












See accompanying notes to condensed financial statements.


                                      -2-
<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>
<CAPTION>

                                                       2002               2001
                                                  -------------     ----------------
                                                     (restated)       (restated)
REVENUE:
<S>                                                <C>              <C>
    Net gain on sale of loans                      $    827,772     $  1,365,920
    Production income                                 2,510,360        2,512,461
    Loan interest income                                508,952        1,249,883
                                                   ------------     --------------
    TOTAL REVENUE                                     3,847,084        5,128,264

DIRECT EXPENSES:
    Commissions                                       1,441,126        1,337,932
    Production                                          345,298          733,909
    Provision for early payoffs and loan losses          45,000           44,000
    Loan interest expense                               484,698        1,665,982
                                                   ------------     --------------
    TOTAL DIRECT EXPENSE                              2,316,122        3,781,823
                                                   ------------     ------------

GROSS PROFIT                                          1,530,962        1,346,441

INDIRECT EXPENSES:
    Salaries and benefits                             1,161,986        1,431,363
    General and administrative                          404,216          542,633
    Occupancy                                           175,106          186,528
    Depreciation                                         26,341           48,725
    Goodwill amortization                                  -             100,720
                                                   ------------     ------------
    TOTAL INDIRECT EXPENSE                            1,767,649        2,309,969
                                                   ------------     ------------

OPERATING INCOME (LOSS)                                (236,687)    $   (963,528)

NON-OPERATING INCOME (EXPENSE):
    Other interest expense                              (82,656)         (75,139)
    Other income (expense)                              181,654          215,777
                                                   ------------     ------------
    TOTAL NON-OPERATING INCOME (EXPENSE)                 98,998          140,638
                                                   ------------     ------------

LOSS BEFORE INCOME TAXES                               (137,689)        (822,890)
    Income tax (provision) benefit                         -                -
    Cumulative effect of change in
        accounting principle                               -             346,960
                                                   ------------     ------------

NET LOSS                                           $   (137,689)    $   (475,930)

NET LOSS PER SHARE: Basic and diluted
    Before cumulative effect of change in
        accounting principle                       $     (0.03)     $     (0.19)
    Cumulative effect of change in
        accounting principle                       $     (0.00)     $     (0.08)
    Net loss per share                             $     (0.03)     $     (0.11)

WEIGHTED AVERAGE SHARES OUTSTANDING:
    Basic and diluted                                 5,262,685        4,279,310
</TABLE>



See accompanying notes to condensed financial statements.

                                      -3-
<PAGE>

                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                      For the Three Months Ended March 31,

                                   (unaudited)
<TABLE>
<CAPTION>

                                                                             2002                2001
                                                                       -----------------   -----------------
                                                                          (restated)          (restated)

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                      <C>               <C>
Net income (loss)                                                     $   (137,689)        $    (475,930)
Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:
   Depreciation and amortization                                            26,341               149,445
  Common stock - issuance of warrants for services performed
       and subordinated debt                                                  -                   17,705

   Net effect of changes in assets and liabilities:
       Shareholders' receivable                                               -                    5,329
       Other assets                                                        411,503            (1,178,653)
       Accrued interest - receivable                                          -                   40,369
       Accrued interest - payable                                          (74,202)              171,137
       Accounts payable and accrued liabilities                           (296,202)              336,697

   Net effect of changes in mortgage loan activities:
       Mortgage loans - gain on sale                                      (827,772)           (1,061,561)
       Mortgage loans - originated for sale                           (116,147,891)         (258,121,286)
       Mortgage loans - proceeds from sale                             124,174,983           261,955,545
       Provision for early payoffs and loan losses                          45,000                44,000
                                                                      ---------------      -------------
   NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   7,174,071             1,882,797
                                                                      ---------------      -------------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
    Property and equipment - purchases                                      (2,077)              (18,398)
                                                                      ---------------      -------------
    NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                     (2,077)              (18,398)
                                                                      ---------------      -------------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
    Warehouse notes payable  - net borrowings (repayments)              (5,977,738)           (3,536,340)
    Short-term loans  - net borrowings (repayments)                           -                  759,491
    Subordinated debt - net borrowings (repayments)                           -                  615,000
    Common stock - sold                                                  1,900,000                  -
                                                                      ---------------      -------------
    NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 (4,077,738)           (2,161,849)
                                                                      ---------------      -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                     3,094,256              (297,450)
                                                                      ---------------      -------------
CASH AND CASH EQUIVALENTS, BEGINNING OF QUARTER                          1,092,793               892,938
                                                                      ---------------      -------------

CASH AND CASH EQUIVALENTS (including restricted cash), END OF QUARTER $  4,187,049         $     595,488
                                                                      ===============      =============

CASH PAID DURING THE YEAR FOR:
    Interest                                                          $    567,354         $   1,569,438
    Income taxes                                                              -                    1,540

</TABLE>






See accompanying notes to condensed financial statements.

                                      -4-


<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 March 31, 2002

                                   (unaudited)

NOTE 1      General - The accompanying financial statements of Transnational
            Financial Network, Inc. (the "Company") as of and for the three
            months ending March 31, 2002 as restated herein, and March 31, 2001,
            (see Restatement #2), are unaudited and have been prepared without
            audit pursuant to the rules and regulations of the Securities and
            Exchange Commission ("SEC"). The original March 31, 2002 10-QSB was
            filed on May 20, 2002. The statements herein are restated because,
            during the fiscal period ended October 31, 2002, the Company
            determined that the methodology previously used to calculate the
            fair value of its mortgage loan derivative instruments as required
            by SFAS 133 was incorrect. 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 SEC rules and regulations.
            Accordingly, these unaudited condensed financial statements should
            be read in conjunction with the restated audited financial
            statements included in the Company's Form 10-KSB (Restatement #1)
            for the year ended December 31, 2001. 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. The results of operations of the Company for the three
            months ended March 31, 2002 and 2001 are not necessarily indicative
            of the results to be expected for the full year.

            Certain amounts in the financial statements for the quarter ended
            March 31, 2001 have been reclassified to conform to the presentation
            For March 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 March 31, 2002 and determined that no
            impairment has arisen. Included in our assets as of March 31, 2002
            is goodwill related to an acquisition in 1999 with a net carrying
            value of $3,023,792. Adoption of SFAS No. 142 has resulted in a
            decrease of amortization expense by approximately $400,000 per year,
            which is a non-cash item. The impact of SFAS No. 142 on the net
            loss for the quarters ended March 31, 2002, 2001 and 2000
            follows:

<TABLE>
<CAPTION>
                                                                      For the Quarter ended March 31,
           Financial Statement  Caption                            2002             2001              2000
           ---------------------------                             ----             ----              ----
<S>                                                            <C>              <C>                <C>
           Reported net loss                                   $(137,689)       $ (475,930)        $(1,346,499)
           Add back: Goodwill amortization                          -              100,720             100,720
                                                                 -------         ---------          ----------
           Adjusted net loss                                    (137,689)       $ (375,210)        $(1,245,779)

           Basic and diluted earnings per share:
           Reported net loss                                   $  (0.03)        $   (0.11)         $    (0.31)
           Add back: Goodwill amortization                         0.00              0.02                0.02
                                                                 ------         ---------           -----------
           Adjusted net loss                                      (0.03)            (0.09)              (0.29)
</TABLE>

NOTE  3     Financing Facilities - The transfer of assets under the warehouse
            facilities has been accounted for as a gain on sale of mortgage
            loans since the transfers satisfy the condition to be accounted for

                                      -5-

<PAGE>

            as a sale under Statement of Financial Accounting Standards No. 140
            "Accounting for Transfers and Servicing of Financial Assets and
            Extinguishments of Liabilities". As of March 31, 2002 the Company
            was in compliance with all financial covenants in respect of its
            financing facilities.

NOTE  4     Subordinated Debt and Notes Payable - 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.

NOTE  5     Sale of Equity Securities - During March 2002 the Company raised a
            total of $1.9 million of new capital in an offering exempt from the
            Securities Act of 1933, net of $100,000 of issuance costs, by way of
            1,503,750 new shares of common stock issued at $1.33 per share to
            five investors.

NOTE  6     Restatement - The Company has restated its financial statements
            for the year ending December 31, 2001 (see 10KSB/A Restatement #1
            filed December 30, 2002). This is the first restatement for the
            quarter ended March 31, 2002. This restatement is being filed to
            reflect more accurately the fair value of mortgage loan derivatives
            as required by SFAS 133.

            Certain of the restatement amounts include corrections of
            insignificant arithmetic errors in the originally filed 10-QSB for
            the quarter ended March 31, 2002.


            The restatement for the quarter ended March 31, 2002 is presented as
            follows:

<TABLE>
<CAPTION>

           December 31, 2001                              As Originally   Restatement #1      As Restated
           Balance Sheet - Captions                            Reported      Adjustments           Herein
           ------------------------                            --------      -----------       -----------
<S>                                                      <C>                <C>             <C>
           Other assets                                  $    1,925,816     $  (193,148)    $    1,732,668
           Total shareholders' equity                        (7,039,844)       (193,148)        (7,232,992)
</TABLE>


<TABLE>
<CAPTION>

           March 31, 2002                                 As Originally   Restatement #1      As Restated
           Balance Sheet - Captions                            Reported      Adjustments           Herein
           ------------------------                            --------      -----------       -----------
<S>                                                      <C>                <C>             <C>
           Total shareholders' equity                    $    6,085,729     $      (228)    $    6,085,501
</TABLE>

<TABLE>
<CAPTION>
           For the Three Months
           Ended March 31, 2002                           As Originally   Restatement #1       As Restated
           Statement of Operations - Captions                  Reported      Adjustments            Herein
           ----------------------------------                  --------      -----------       -----------
<S>                                                      <C>                <C>             <C>
           Other income (expense)                        $      (11,494)    $    193,148    $      181,654
           Net loss                                            (330,837)         193,148          (137,689)

           Net loss per share - basic and diluted                (0.06)            0.03             (0.03)
</TABLE>

<TABLE>
<CAPTION>

           For the Three Months Ended March 31, 2002      As Originally   Restatement #1       As Restated
           Statement of Cash Flows - Captions                  Reported      Adjustments            Herein
           ----------------------------------                  --------      -----------       -----------
<S>                                                      <C>               <C>              <C>
           Net loss                                      $     (330,837)   $     193,148    $     (137,689)
           Other assets                                        (554,699)         143,196          (411,503)

</TABLE>


NOTE 7     New Business Activities - The Company entered into in a Master
           Agreement with La Luna Costa Blanca, S.L., dated December 31, 2001
           in respect of real estate financing and mortgage brokerage services
           to be provided for residential developments in Spain commencing
           January 1, 2002 for a period of five years.  Under the terms of the
           Master  Agreement the Company was to receive  $500,000  plus 1% of
           the value of the units sold for the sooner of the period of the
           project or the five year period.

                                      -6-


<PAGE>

           Subsequent to March 31, 2002 the Master Agreement was rescinded and
           substituted with a Consulting Services Agreement effective January 1,
           2002. Under the terms of the Consulting Services Agreement the
           Company is to receive $350,000 for services performed during 2002.

           As of March 31, 2002 no revenue had been recognized in respect of
           either agreement. The Company intends to recognize revenue with
           respect to these agreements once all of the tenets of SEC Staff
           Accounting Bulletin 101 "Revenue Recognition" have been met.

           One of the Principals of the Spanish Developer is a relative of the
           President of the Company and as a result, the activities have been
           deemed to be a related party transaction.

NOTE 8     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 months ended March 31,
           2002 and 2001, 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 783,000 has not been included in the calculations.

NOTE 9     Litigation - In connection with the previously disclosed litigation
           involving the former principals of LRS, Inc., cash in the amount of
           $137,612 is being held by the San Francisco Sheriff's Department
           pursuant to a writ of attachment. Although no assurances can be made,
           the Company believes that it will prevail in this matter, and
           accordingly, no accrual has been made for a loss contingency in this
           matter.


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.


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, Rancho Cucamonga and Victorville, California. In
1995, the Company began a wholesale division to close and fund loans originated

                                      -7-

<PAGE>

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. 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 mortgages, 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.

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 September 2000. 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 continued to drop during
the entire twelve months of 2001, reaching 6.875% in December 2001. During the
first quarter of 2002 rates increased slightly, but they still remain at
historically low levels.

As a consequence, the Company saw its volume of mortgage originations increase,
as interest rates dropped during 2001, although the Company's wholesale mortgage
originations were constrained due to reductions in available warehouse
facilities during the peak origination periods of 2001. Origination volumes
during the first quarter of 2002 were lower than the fourth quarter of 2001 due
to the slight increase in interest rates.

To diminish the overall effects of a variable interest rate market, the Company
has employed other measures to stabilize business. Some of these measures are
the offering of 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.

The following table sets forth the wholesale and retail production for the seven
quarters indicated (in thousands):
<TABLE>
<CAPTION>

         1st Qtr-02      4th Qtr-01     3rd Qtr-01      2nd Qtr-01     1st Qtr-01     4th Qtr-00      3rd Qtr-00

<S>       <C>             <C>            <C>             <C>            <C>            <C>             <C>
Wholesale $ 115,920       $ 195,293      $ 152,973       $ 187,642      $ 241,780      $ 181,745       $ 154,914
Retail      171,626         201,961        140,241         136,115        108,327         87,598          67,974
            -------         -------        -------         -------        -------       --------        --------
Total     $ 287,546       $ 397,254      $ 293,214       $ 323,577      $ 350,107      $ 269,343       $ 222,888

</TABLE>

Overall, the Company's mortgage loan volume declined by $62.6 million or 18%
for the first three months of 2002 when compared to the first three months of
2001 with wholesale mortgage loan production declining by $125.9 million or 52%
for the same periods. Retail loan production through March 31, 2002 was $63.3
million or 58% more than in the same quarter in 2001.

Mortgage loan volume in the first quarter of 2002 also declined when compared to
the fourth quarter of 2001, with total production in the first quarter of 2002
being $287.5 million and total production in the fourth quarter of 2001 being
$397.3 million for a decline of 28%. Both wholesale and retail production
declined between the periods, with wholesale production declining 41% to $115.9
million from $195.3 million and retail production declining 15% from $202.0
million to $171.6 million. Excluding periods of declining interest rates such as
occurred from the fourth quarter of 2000 to the fourth quarter of 2001, the
Company sometimes sees seasonality in the first quarter of the calendar year and
thus believes that the declining volumes in the first quarter of 2002 as
compared to the fourth quarter of 2001 reflects this trend. Further, management
believes that the pattern of declining interest rates which occurred throughout
2001 was substantially complete during that period. With a more stable interest

                                      -8-

<PAGE>

rate scenario emerging in the first quarter of 2002, refinancing and
accordingly, mortgage loan volumes declined.

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

The Company incurred a net loss of $((137,689) for the three months ended March
31, 2002, compared to a net loss of $(475,930) during the comparable period
last year. The Company's operating loss of $(236,687) for the first quarter of
2002 also compared favorably to the same quarter of 2001 in which the Company
incurred an operating loss of $(963,528).

Three operational factors mitigated the declines in wholesale mortgage loan
production discussed above. In the summer of 2001, the Company began to change
its product mix such that the net gain on sale for mortgage loans increased by
20% or twelve basis points. In addition, the cost of borrowing under various
financing facilities of the Company decreased as a result of the declining
interest rates discussed above. This decline in interest rates for short-term
borrowing was relatively greater than the decline in interest rates for mortgage
loans. The result was that the Company incurred net loan interest income of
$24,254 in the first three months of 2002 as compared to net loan interest
expense of $(416,099) in the first quarter of 2001. This favorable result in net
loan interest income (expense) was also affected by the shorter time in the
first quarter of 2002 that the Company held mortgage loans prior to the mortgage
loan's sale, as compared to the first quarter of 2001.

Indirect expenses declined 20% to $1,767,649 in the first quarter of 2002 from
$2,209,249 in the first quarter of 2001, primarily due to a reduction in
staffing levels and a reduction in general and administrative expense.

Finally, one other factor contributed to the favorable results in the first
quarter of 2002 as compared to the first quarter of 2001. As required by
generally accepted accounting principles, in 2001 the Company recorded
 $100,720 in goodwill expense in the first quarter of 2001 which, pursuant to a
change in accounting principles between 2002 and 2001 , the Company is no longer
required to record.

New Business Activities - The Company entered into in a Master Agreement with La
Luna Costa Blanca, S.L., dated December 31, 2001 in respect of real estate
financing and mortgage brokerage services to be provided for residential
developments in Spain commencing January 1, 2002 for a period of five years.
Under the terms of the Master Agreement the Company was to receive $500,000 plus
1% of the value of the units sold for the sooner of the period of the project or
the five year period.

Subsequent to March 31, 2002 the Master Agreement was rescinded and substituted
with a Consulting Services Agreement effective January 1, 2002. Under the terms
of the Consulting Services Agreement the Company is to receive $350,000 for
services performed during 2002.

As of March 31, 2002 no revenue had been recognized in respect of either
agreement. The Company intends to recognize revenue with respect to these
agreements once all of the tenets of SEC Staff Accounting Bulletin 101 "Revenue
Recognition" have been met.

One of the Principals of the Spanish Developer is a relative of the President of
the Company and as a result, the activities have been deemed to be a related
party transaction.

LIQUIDITY AND CAPITAL RESOURCES

The Company's capital resources are substantially provided by warehouse lenders
that fund (through a sale as defined under SFAS 140) the mortgage loans pending
the mortgage loan's final sale to investors. 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 March 31,
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. One of the warehouse facilities requires a
deposit of $1 million be maintained in a collateral bank account. As of March
31, 2002 the Company was in compliance with its financial covenants in respect
of warehouse lines of credit.

Failure to obtain warehouse lines or additional financing facilities may limit
the Company's ability to grow, and failure to maintain the existing facilities

                                      -9-

<PAGE>

would have a material adverse effect on the Company's operations and financial
performance.

During the first quarter of 2002, the Company sold common stock, net of issuance
costs, in the amount of $1,900,000. Partly as a result of this cash infusion,
the Company's cash position during the first quarter of 2002 improved
significantly as compared to the first quarter of 2002. The Company continues to
actively seek additional capital through the sale of equity and debt securities.

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.


PART 2

Item 1.  LEGAL PROCEEDINGS

There have been no new material developments in connection with legal
proceedings. See the Form 10-KSB for the period ending December 31, 2001 for
further information regarding legal proceedings.

Item 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

During the first quarter of 2002 the Company sold 1,503,750 shares of common
stock to five investors for aggregate proceeds, net of issuance costs, of
$1,900,000.

During the first quarter, 88,500 previously issued warrants were exercised in a
cashless transaction, resulting in the issuance of 54,699 shares of common
stock.

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.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      EXHIBITS
                NONE

(b)      REPORTS ON FORM 8-K
                NONE

                                      -10-

<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


                                      -11-



                                 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 March 31,2002
 -------------------------------------------------------------------------------

         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 March 31, 2002 (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


                                      -12-
<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 March 31, 2002
 -------------------------------------------------------------------------------

         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 March 31,2002 (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


                                      -13-
<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

                                      -14-
<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


                                      -15-