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

                                  Form 10-QSB/A
                                 Amendment No. 1

                                   (Mark One)

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

                    For the fiscal period ended July 31, 2005

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

For the transition period from __________________ to ______________

                         Commission file number: 1-14219

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



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

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 ________


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer (Check one):

Large accelerated filer    Accelerated filer         Non-accelerated filer X

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes _X  No ____

                      APPLICABLE ONLY TO CORPORATE ISSUERS

 State the number of shares outstanding of each of the issuer's classes of
common equity as of August 27, 2005. 6,828,160



<PAGE>




                      TRANSNATIONAL FINANCIAL NETWORK, INC.
                                  July 31, 2005
                                    UNAUDITED


                              Explanatory Paragraph

This Amendment No. 1 to our Quarterly Report on Form 10-QSB for the quarter
ended July 31, 2005 initially filed with the Securities and Exchange Commission
on September 14, 2005 is being filed to reflect restatements of Transnational
Financial Network's (TFN) Condensed Balance Sheets as of July 31, 2005 and April
30, 2005, the related Condensed Statements of Operations for the quarters ended
July 31, 2005 and 2004, and the related Condensed Statements of Cash Flows for
the quarters ended July 31, 2005 and 2004. These restatements reflect the
effects of adjustments for the accounting related to various matters detailed in
Note 9 to the Condensed Financial Statements. These restatements reflect
adjustments for transactions related to the proper accounting for
mortgage-related financial instruments under FAS 133. Except with respect to
these matters, the Financial Statements in this Form 10-QSB/A do not reflect any
events that have occurred after the Form 10-QSB for the quarter ended July 31,
2005 was filed.


                                TABLE OF CONTENTS

<TABLE>
PART I.    FINANCIAL INFORMATION

                                                                                                              Page
Item 1.  Financial Statements
<S>                                                                                                     <C>
         Condensed Balance Sheets as of July 31, 2005 (Unaudited) and April 30, 2005                           F-2
         Condensed Statements of Operations for the three months ended July 31, 2005 and 2004                  F-3
         Condensed Statements of Cash Flow for the three months ended July 31, 2005 and 2004                   F-4
         Notes to the Condensed Financial Statements                                                        F-5 - F-11

Item 2   Management's Discussion and Analysis of Financial Condition and Results of Operations           MD - 1 - MD - 16

Item 3.  Controls and Procedures                                                                               O-1

Part II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8K                                                                       O-1


</TABLE>

                                       F-1
<PAGE>



PART 1. FINANCIAL INFORMATION

Item 1.  Financial Statements

                      TRANSNATIONAL FINANCIAL NETWORK, INC.
                            CONDENSED BALANCE SHEETS
                     As of July 31, 2005 and April 30, 2005

<TABLE>
                                                                         July 31,                   April 30
                                                                           2005                       2005
                                                                       -------------             -------------
                                                                       (As Restated)(As Restated)

ASSETS                                                                  (unaudited)

<S>                                                                    <C>                       <C>
Cash and cash equivalents                                              $   3,420,335             $   3,058,140
Restricted cash                                                            1,025,000                 1,020,000
Short-term mortgage related receivables, net of allowance
   for early loan payoff penalties of $35,881 and $18,313,
   respectively                                                              714,535                   639,550
Mortgage loans held for sale                                               1,464,162                 1,721,450
Fair value of financial instruments                                           40,455                    14,905
Goodwill                                                                   1,257,789                 1,257,789
Property and equipment, net of accumulated depreciation of
     $922,834 and $904,678, respectively                                      94,999                    94,999
Other assets                                                                 332,492                   313,234
                                                                         -----------               -----------
TOTAL ASSETS                                                           $   8,349,767             $ 8,120,067
                                                                         ===========               =========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Accrued interest payable                                               $      79,140             $      62,184
Accounts payable and other liabilities                                       674,400                   682,411
Income taxes payable                                                             336                       336
Fair value of financial instruments                                           34,507                    56,136
Subordinated debt                                                          3,737,700                 3,737,700
                                                                         -----------               -----------
TOTAL LIABILITIES                                                          4,526,083                 4,538,767
                                                                         -----------               -----------

STOCKHOLDERS' EQUITY


Preferred stock, no par value: 2,000,000 shares
   authorized; no shares issued or outstanding                                     -                         -
Common stock, no par value: 20,000,000 shares
   authorized; 6,791,360 shares issued and outstanding
   at July 31, 2005 and April 30, 2005 respectively.                      13,559,038                13,559,038
Accumulated deficit                                                       (9,735,354)               (9,977,738)
                                                                          ----------                ----------
TOTAL STOCKHOLDERS' EQUITY                                                 3,823,684                 3,581,300
                                                                         -----------               -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                             $   8,349,767             $   8,120,067
                                                                           =========                 =========

                                      F-2

              See accompanying notes to these financial statements.



</TABLE>

<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.
                       CONDENSED STATEMENTS OF OPERATIONS
                  For the Quarters Ended July 31, 2005 and 2004
                                   (Unaudited)

<TABLE>
                                                                           2005                       2004
                                                                       -------------             -------------
                                                                       (As Restated)(As Restated)
<S>                                                                    <C>                       <C>
Revenue:
Net gain on sale of loans                                              $   1,897,026             $   1,103,141
Production income                                                          1,494,851                 1,358,721
Other income                                                                  20,283                    29,525
                                                                         -----------               -----------

Total Revenue                                                              3,412,160                 2,491,387
                                                                         -----------               -----------

Direct Expenses:
Commissions and production incentives                                      1,043,754                   826,879
Production                                                                   208,780                   154,456
Provisions for early loan payoff penalties                                    15,000                     3,500
Pairoff fees                                                                       -                     1,500
                                                                         -----------               -----------

Total direct expenses                                                      1,267,534                   986,335
                                                                         -----------               -----------

Interest income (expense):
Interest income from loans in warehouse                                      468,372                   237,885
Interest expense on loans in warehouse                                      (405,740)                 (164,927)
Warehouse transactions fees                                                  (45,475)                        -
                                                                         -----------               -----------

Net warehouse interest income                                                 17,157                    72,958

Interest expense on subordinated debt                                        (87,081)                  (59,315)
                                                                         -----------               -----------

Net interest (expense) income                                                (69,924)                   13,643
                                                                         -----------               -----------

Gross profit on mortgage activities                                        2,074,702                 1,518,695
                                                                           ---------                 ---------

Indirect expenses:
Salaries and benefits                                                      1,118,796                   950,609
General and administrative                                                   586,277                   559,461
Occupancy                                                                    174,641                   173,809
Depreciation and amortization                                                 18,156                    18,856
                                                                         -----------               -----------

Total indirect expenses                                                    1,897,870                 1,702,735
                                                                         -----------               -----------

Other Interest Income (Expense)                                               18,373                      (388)
Change in fair value of financial instruments                                 47,179                    28,494
                                                                         -----------               -----------
Total Other Income (Expense)                                                  65,552                    28,106
                                                                         -----------               -----------

Operating income (loss)                                                      242,384                  (155,934)
                                                                         -----------               -----------

Income tax provision                                                               -                         -

Net income (loss)                                                      $     242,384             $    (155,934)
                                                                         ===========               ===========

Basic net income (loss) per share                                             $0.04                  ($0.02)
Fully diluted income (loss) per share                                         $0.04                  ($0.02)

Weighted-average shares outstanding
Basic                                                                      6,791,360                 6,794,787
Diluted                                                                    6,795,110                 6,794,787

</TABLE>
                                      F-3

              See accompanying notes to these financial statements.

<PAGE>



                      TRANSNATIONAL FINANCIAL NETWORK, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                  For the Quarters Ended July 31, 2005 and 2004
                                   (Unaudited)
<TABLE>

                                                                         2005                      2004
                                                                  ------------------         -----------------
                                                                    (As Restated)              (As Restated)
<S>                                                               <C>                        <C>

Cash flows from operating activities:

Net income (loss)                                                 $          242,384         $        (155,934)
Adjustments to reconcile net (loss) income to net cash
   provided by operating activities:
     Depreciation and amortization                                            18,156                    18,856
     Provision for early loan payoffs                                         15,000                     3,500
     Changes in Restricted Cash Requirement                                   (5,000)                  900,000
     Fair Value of Financial Instruments                                     (47,179)                  (28,494)
Net effect of changes in assets and liabilities:
     Other assets                                                            (19,258)                   57,256
     Accrued interest payable                                                 16,956                    (2,382)
     Accounts payable and other liabilities                                   (8,011)                  (67,348)
     Income taxes payable                                                          -                   (20,918)
Net effect of changes in mortgage lending activities:
     Short-term mortgage related receivable                                  (89,985)                   34,708
     Mortgage loans originated for sale                                 (129,989,923)              (97,672,404)
     Proceeds from sales of mortgage loans                               130,247,211                97,298,890
                                                                     ---------------           ---------------

Net cash provided by operating activities:                                   380,351                   365,730
                                                                     ---------------           ---------------


Cash flows from investing activities:

Purchases of property and equipment                                          (18,156)                   (5,309)
                                                                     ---------------           ---------------


Net cash (used in) investing activities:                                     (18,156)                   (5,309)
                                                                     ---------------           ---------------

Cash flows from financing activities:


Payment on Settlement payable                                                      -                  (286,920)
Payment on Capital Leases obligations                                              -                    (5,921)
Repurchase Common Stock                                                            -                   (37,198)
                                                                     ---------------           ---------------

Net cash (used in) financing activities:                                           -                  (330,039)
                                                                     ---------------           ---------------

Net increase in unrestricted
     cash and cash equivalents                                               362,195                    30,382

Unrestricted cash and cash equivalents, beginning of period                3,058,140                 1,585,034
                                                                     ---------------           ---------------

Unrestricted cash and cash equivalents, end of period             $        3,420,335         $       1,615,416
                                                                     ===============           ===============

Interest                                                          $          386,289         $         225,532
Income taxes                                                      $                -         $          20,918




</TABLE>
                                      F-4

              See accompanying notes to these financial statements.

<PAGE>



Note 1 - Description of Operations and Summary of Significant Accounting
Policies

The accompanying financial statements of Transnational Financial Network, Inc.
(the "Company") as of and for the three-month periods ended July 31, 2005 and
2004 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 year ended April 30, 2005, in addition to our most recently filed
8-K relating to non-reliance on previous financial statements as well as Note 9
- Restatements. 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-months
ended July 31, 2005 and 2004 are not necessarily indicative of the results to be
expected for the full year. The Company operates in one business segment -
mortgage banking.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates - The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make certain estimates and assumptions, including the
depreciable lives of assets, the fair value of goodwill and financial
derivatives, and the realizable portion of deferred tax assets, that affect the
reported amounts of assets and liabilities and disclosure of contingent
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates.

Statement of Cash Flows - For purposes of the statement of cash flows, the
Company considers cash equivalents to be short-term, highly liquid investments
used in its cash management activities and generally having a remaining maturity
of three months or less from the date of purchase.

Income Taxes - The Company uses the asset and liability method in accounting for
deferred income taxes. Deferred tax assets and liabilities are calculated by
applying applicable tax laws to the differences between the financial statement
base and the tax base of assets and liabilities. The effect on deferred taxes of
a change in tax rates is recognized in income in the period that includes the
enactment date.

Stock-Based Compensation - The Company follows Accounting Principles Board (APB)
25 in accounting for its employee stock options. The disclosure provisions of
Statements of Financial Accounting Standards (SFAS) 148 have been incorporated
into these financial statements and accompanying footnotes.

The following table illustrates the effect on net income (loss) that would have
resulted if the Company had applied the fair value recognition provisions of
Financial Accounting Standard No. 123, Accounting for Stock-Based Compensation,
as amended by SFAS 148, Accounting for Stock-Based Compensation - Transition and
Disclosure, to stock-based employee compensation:

                                      F-5

<PAGE>


                      Transnational Financial Network, Inc.

                    Notes to Financial Statements (Continued)



                               Three Months Ended
                                                   July 31,          July 31,
                                                     2005              2004
                                                   ---------         --------
                                                 (As Restated)     (As Restated)
Net Income (loss):
As reported                                      $     242,384  $    (155,934)
Add:  compensation expense previously
   recorded                                      $           -  $           -
Deduct:  fair value amount net of tax            $              $     (49,310)
                                                  ------------   ------------
Pro forma                                        $     242,384  $    (205,244)

Basic income (loss) per common share:
As reported                                      $       0.04   $      (0.02)
                                                  -----------    -----------
Pro forma                                        $       0.04   $      (0.03)

Diluted (loss) income per common share:
As reported                                      $       0.04   $      (0.02)
                                                  -----------    ------------
Pro forma                                        $       0.04   $      (0.03)
                                                  -----------    -----------

There were no options granted during the quarter ended July 31, 2005 and 2004.
As mentioned in Note 6 below, the Board of Directors on March 10, 2005, elected
to accelerate the vesting of all outstanding options as of that date. All
outstanding options are fully vested as of July 31, 2005.

Reclassifications - With the reexamination of the application of SFAS 133 and
the related pronouncements to our operations, we have made the following changes
to the form of our presentation:

-             On the Balance Sheet, we show both the asset and liability amounts
              related to SFAS 133 calculations with respect to mortgage-related
              derivatives. In the past we netted these two figures against one
              another and showed only the net amount.

-             On the Income Statement, we have moved back to the presentation
              form we used prior to April 30, 2005. I.e., we now report a
              separate category of Other Income (Expense) below the operating
              income line wherein we report both non-warehouse interest income
              and the change in fair value of financial instruments.

Note 3 - Financing Facilities

As of July 31, 2005, the Company had a maximum mortgage loan financing capacity
of $70 million through two master sale agreements, or warehouse lines of credit.
Under these arrangements, the lending financial institutions purchase a 100%
loan participation interest in each loan upon the Company obtaining a firm
forward sale delivery commitment from investors and upon the financial
institutions' approval of the loan based on their underwriting criteria. The
Company recognizes income from loans transferred under these lines as a gain on
sale immediately upon the purchase and funding of the loans by the financial
institutions.

In connection with these agreements, the Company may be required to repurchase
certain loans that, subsequent to acquisition by the financial institutions,
fail to meet certain representations and warranties set forth in the agreements
at the date of the sale. During the three-month period ended July 31, 2005 the
Company was required to repurchase three loans in the total amount of $395,500.
Two of the loans were refinanced by the borrowers and the Company recovered its
entire principal, as well as the direct and carrying costs associated with these
two loans. The remaining loan in the amount of $137,500 is reflected in the
balance sheet as of July 31, 2005 under Mortgage Loans Held for Sale. During the
three-month period ended July 31, 2004 the Company was required to repurchase
one loan in the amount of $263,646.

Loan interest charges incurred in connection with the purchase of loans are
estimated and recognized as a reduction in sales proceeds immediately upon the
loan being transferred. Loan interest expense is calculated

                                      F-6
<PAGE>

                      Transnational Financial Network, Inc.

                    Notes to Financial Statements (Continued)

based  on  the  number  of  days  the  loan  remains  with  the   financial
institution, until it is ultimately resold to a third party investor. During the
intervening period the Company sub-services the loans on behalf of the financial
institutions.

The first master sale agreement provides a credit facility of $30 million as of
July 31, 2005. Under this arrangement, an additional bulge capacity of $10
million is available if needed, bringing the total capacity under this
arrangement to $40 million. The Company has not used this interim bulge capacity
to date. Interest on the $30 million portion of the line is at the Prime Rate or
3.99%, whichever is higher. Prime was 6.25% at July 31, 2005. Interest on the
remaining $10 million of the line is 0.05% higher than that charged on the $30
million portion. The rate paid by the Company on this line as of July 31, 2005
was 6.25%. The Company is required to maintain a non-interest bearing cash
collateral deposit with this lender of $1,000,000, which has been included as
restricted cash in the balance sheets.

The second master sale agreement provides a credit facility of $30 million as of
July 31, 2005. Interest on the facility is at 1 month LIBOR plus a margin
ranging from 1.875% to 2.50%. The rate paid by the Company on this line as of
July 31, 2005 was between 5.38% and 6.01%. The Company is required to maintain a
non-interest bearing cash collateral deposit with this lender of $25,000, which
has been included as restricted cash in the balance sheets.

These two master sale agreements are each for a one-year period and are
typically renewed annually. However, the agreements give each party the right to
terminate the agreement upon 30 days' written notice.

These financing facilities have various customary covenants including minimum
liquidity, profitability and net worth requirements, and limitations on other
indebtedness. If we fail to comply with any of these covenants or otherwise
default, the lender has the right to terminate the facility and require
immediate repayment that may require sale of the collateral at less than optimal
terms. As of July 31, 2005, the Company was in compliance with all covenants
required for each of the warehouse facilities.

The CEO and the President of the Company have both personally guaranteed the
above financing facilities.

Note 4 - Goodwill

Goodwill is attributable to the purchase of the Company's Campbell branch
(formerly LRS, Inc.) in 1999.

Note 5 - Subordinated Debt

As of July 31, 2005, the Company had a total of $3,737,700 of subordinated
debentures outstanding. In January, 2005, we received $2,687,700 of convertible
subordinated debt that is due on January 12, 2015, bears interest at 8.50% and
is convertible into common shares at $1.00 per share. The remaining $1,300,000
of subordinated debt bears interest at 10%, and has maturities ranging from
October 31, 2006 to October 1, 2007.

Subordinated debt interest expense of $87,081 and $59,315 was incurred in the
three month periods ended July 31, 2005 and 2004, respectively.

Note 6 - Stock Option Programs and Warrants to Purchase Common Stock

On March 10, 2005, the Board of Directors of the Company accelerated the vesting
of all outstanding options, such that on that date, all outstanding options are
fully vested. The Company accelerated the vesting of the options principally to
avoid the administrative complexities of required disclosures associated with
SFAS 123. The Board of Directors continues to evaluate the situation with
respect to future option issuance. The acceleration of options resulted in the
immediate vesting of options to purchase 228,989 shares of the Company's common
stock. Using the intrinsic value method for valuing these accelerated employee
options, compensation expense of $2,010 was recognized in the year ended April
30, 2005. Using the fair value method for valuing these accelerated independent
contractors' options, an additional $4,402 in expense was recognized in the year
ended April 30, 2005.

                                      F-7
<PAGE>
                      Transnational Financial Network, Inc.

                    Notes to Financial Statements (Continued)


Information about stock options outstanding as of July 31, 2005 is summarized as
follows:



<PAGE>
<TABLE>

                                                                       Weighted                           Weighted
                                                                        Average                            Average
                                                       Average         Exercise                           Exercise
                  Range of                            Remaining        Price of                           Price of
                  Exercise           Options         Contractual        Options           Options          Options
                   Prices          Outstanding      Life in Years     Outstanding       Exercisable      Exercisable

<S>             <C>                 <C>                 <C>              <C>             <C>                <C>
                $0.22 - $1.00        692,345            6.04             $0.73            692,345           $0.73
                $1.01 - $2.45        243,201            7.23             $1.24            243,201           $1.24
                    $7.50            258,000            3.53             $7.50            258,000           $7.50
                                     -------                                              -------
                                    1,193,546           6.15             $2.30           1,193,546          $2.30
                                    =========                                            =========
</TABLE>

As of July 31, 2005, the Company had options outstanding under the programs
described herein.

The Company has two stock option plans: the 1998 Stock Compensation Plan ("1998
Plan") for employees and the 2000 Stock Incentive Plan ("2000 Plan") for
directors, officers and other employees which replaced the 1998 Plan in February
2000.

Options issued and outstanding from the 1998 Plan will continue to be honored,
but no additional options may be issued under the 1998 Plan. As July 31, 2005,
there were a total of 18,000 share options outstanding under the 1998 Plan, all
with an exercise price of $7.50 per option, which expire in June 2009.

In March 1999, four Directors of the Company were granted 240,000 non-qualifying
options to purchase common stock at an exercise price of $7.50 per share. The
options were vested on the grant date and expire ten years from the date of
issuance. Of the total grant, 180,000 options may be exercised only in the event
of a change in control as defined in the option agreement. There are no
forfeiture provisions associated with the options granted, accordingly, the
option granted to three of the four directors who subsequently resigned remain
outstanding until they are exercised or expire.

In June 2002, the Board of Directors of the Company unanimously granted to
Joseph Kristul, the Chief Executive Officer of the Company, an option to
purchase 300,000 shares of the Company's common stock at an exercise price of
$0.73 per share. The shares will be unregistered. The options are vested as of
April 30, 2005 and as noted above expire in four years. Under the 2000 Plan, a
total of 750,000 shares were initially reserved. The share reserve increases by
4% of total common shares outstanding each year, beginning on January 1, 2001.
The maximum annual increase in the share reserve is limited to 400,000 shares.

Accordingly, the following table is a roll forward of the share reserve limit
through July 31, 2005:

                                                             Number of Options

                  Initially Reserved                         750,000
                  January 1, 2001                            171,172
                  January 1, 2002                            205,503
                  January 1, 2003                            270,407
                  January 1, 2004                            272,640
                  January 1, 2005                            271,654
                                                         -----------
                  Reserve amount at January 31, 2005       1,941,376


                                      F-8
<PAGE>
                      Transnational Financial Network, Inc.

                    Notes to Financial Statements (Continued)


The table below summarizes aggregate activity for all options programs for the
three-month period ended July 31, 2005:

                                                All Programs
                                                                        Weighted
                                                                        Average
                                                Stock                   Exercise
                                                Options                   Price

Outstanding at April 30, 2005                  1,193,546                   $2.30
Grants and Adjustments                                 -                       -
Forfeitures                                            -                       -
                                               ---------                   -----
Outstanding at July 31, 2005                   1,193,546                   $2.30
                                               =========                   =====

As of July 31, 2005, there were 45,000 warrants to purchase shares of the
Company's common stock outstanding. The exercise prices of the warrants ranged
from $0.55 to $7.50.

Note 7 - Basic and Diluted Net Income (loss) Per Share

Basic net income (loss) per share is based on net income (loss) divided by the
weighted-average common shares outstanding. Diluted net income (loss) is
computed based on the weighted-average number of common shares outstanding
adjusted for potentially dilutive securities, which include stock options and
warrants. The computations of basic and diluted net income per share are as
follows: Quarter Ended July 31, 2005 July 31, 2004 Net (loss) income $242,384 $
(155,934) Weighted average number of shares outstanding 6,791,360 6,794,787
Basic net (loss) income per share $0.04 $ (0.02) Effect of dilutive options
3,750 - Diluted weighted average number of shares outstanding 6,795,110
6,794,787 Diluted net income/(loss) per share $ 0.04 $ (0.02)

As of July 31, 2005 and 2004, potential dilutive securities of 4,166,772 and
748,104, respectively, have not been included in the calculation of diluted net
income per share because their effects are anti-dilutive. Note 8 - Fair Value of
Financial Instruments

A summary of the total contract value of the Company's exposure to off-balance
sheet credit risk as of July 31, 2005 and April 30, 2005, including financial
instruments whose contract amount represents credit risk only is as follows:

                                            July 31, 2005         April 30, 2005
                                            -------------         --------------
                                            (As Restated)          (As Restated)
Commitments to extend credit                $  22,989,899         $  21,772,820
Mandatory forward delivery commitments          2,697,820             2,741,500

Commitments to extend credit are contractual agreements entered into with
customers to fund mortgage loans, which remain valid as long as there is no
violation of any condition established in the contract. These commitments
generally have fixed expiration dates or other termination clauses. 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 mandatory 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. If the Company cannot deliver the agreed-upon loans into the
commitment by the expiration date, the Company is subject to a financial penalty
("pair-off fee").

                                      F-9
<PAGE>
                      Transnational Financial Network, Inc.

                    Notes to Financial Statements (Continued)

Note 9 - Restatements

As disclosed in a Form 8-K filing dated February 23, 2006, pursuant to internal
management review, our management, audit committee, and outside independent
accountant, Burr, Pilger & Mayer, LLP have concluded that our accounting for the
"fair value of financial instruments" pursuant to SAB 105, which we adopted at
the end of fiscal year 2004, and SFAS 133 has been incorrect.

There were two errors detected. First, there was an error in the underlying
worksheets calculating the change in value of our locked pipeline of mortgage
loan commitments to borrowers. This error resulted in a reversal of the sign of
the change in value of the locked pipeline. Second, we did not properly account
for the derivative value of the "best efforts" loan locks we secure with
secondary market investors upon making loan commitments to borrowers.

We report the "fair value of financial instruments" as an asset or liability on
our balance sheet. The change in this amount from period to period is included
in our statement of operations.

These matters affect our Annual Report on Form 10-KSB for the years ended April
30, 2004 and 2005 and our Quarterly Reports on Form 10-QSB for the quarters
ended July 31, October 31, 2004 and 2005 and our Quarterly Report on Form 10-QSB
for the quarter ended January 31, 2005.

Upon completion of our current Form 10-QSB/A for the period ended July 31, 2005,
and 2004 we will file the following amended filings:

o        Form 10-KSB/A for the year ended April 30, 2005 with amended financial
         reports for the fiscal year ended April 30, 2004.

o        Form 10-QSB/A for the quarter ended October 31, 2005 with amended
         financial reports for the comparable prior year period.

Within the current filing, we are restating the balance sheet at July 31, 2005
and the results of operations for the three months ended July 31, 2005 and 2004
and the balance sheet for April 30, 2005. The effects of these restatements are
immaterial to Revenues, Assets, Liabilities and Equity. Because of the
volatility of our net income, the restatements are material on percentage basis
to net income.

The table below presents the changes to the Statement of Operations for the
three months ended July 31, 2005 and 2004 and the changes to the balance sheet
for the periods ending July 31, 2005 and 2004 and April 30, 2005.

<TABLE>
                                         Three Months ended July 31, 2005           Three Months ended July 31, 2004
                                         --------------------------------           --------------------------------
                                 As Reported          Restated     % Chg.    As Reported          Restated     % Chg.
                                 -----------          --------     ------    -----------          --------     ------
<S>                                <C>               <C>         <C>          <C>                <C>         <C>
Changes in fair value
 of financial instruments          $ (70,947)        $ (47,179)  -33.5%       $ (157,900)        $  28,494       nm
Net Income                         $ 266,152         $ 242,384    -8.9%       $ (342,328)        $(155,934)  -54.4%
Earnings per Share                   $ 0.04            $ 0.04      0.0%          $ (0.05)          $ (0.02)  -60.0%


</TABLE>

Balance Sheet Items at:
July 31, 2005                As Reported          Restated         %Chg
-------------                -----------          --------         ----
Fair Value
of financial Instruments-
Asset                             23,451            40,455           72.5%
(Liability)                            -           (34,507)          nm
                                --------          --------            --
Net                               23,451             5,948          -74.6%
Accumulated Deficit            9,717,851         9,735,354             .1%
                                      F-10
<PAGE>

                      Transnational Financial Network, Inc.

                    Notes to Financial Statements (Continued)

Balance Sheet Items at
July 31, 2004                As Reported          Restated           %Chg
-------------                -----------          --------           -----
 Fair value
of financial instruments-
Asset                            $17,100           $35,671
(Liability)                            -            (2,999)
                                --------          --------            --
Net                              $17,100           $32,672           91.1%
Accumulated Deficit           $6,427,636        $6,412,064           -0.2%



Balance Sheet Items at:
April 30, 2005               As Reported          Restated           % Chg
--------------               -----------          --------           -----
Fair value
of financial instruments-
Asset                                  -          $ 14,905
(Liability)                   $  (47,496)         $(56,136)
                               ---------          ---------
Net                           $  (47,496)         $(41,231)         -13.2%
Accumulated Deficit           $9,984,003        $9,977,738             nm


                                      F-11
<PAGE>



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.

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 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.

QUARTER ENDED JULY 31, 2005 COMPARED TO QUARTER ENDED JULY 31, 2004

For the recently ended quarter, year-over-year revenues and gross profits
increased 37% while net income swung from a loss of about $156,000 to a gain of
$242,000. The following table shows the Company's wholesale and retail
production trends by fiscal quarter for the last nine fiscal quarters:

<TABLE>
                                     TABLE 1
                               ORIGINATION VOLUMES
                                  ($ MILLIONS)

                              Fiscal Quarter Ended

                         7-31-05    4-30-05    1-31-05  10-31-04    7-31-04   4-30-04  1-31-04  10-31-03    7-31-03
                         -------    -------    -------  --------    -------   -------  -------  --------    -------

<S>                      <C>        <C>        <C>     <C>         <C>       <C>       <C>       <C>        <C>
Wholesale                $  130     $   84     $  91   $    94     $   98    $   128   $   103   $   135    $  247
Retail                       79         71        72        64         83        144        88       183       216
                         ------     ------     -----   -------     ------    -------   -------   -------    ------

Total                    $  209     $  155     $ 163   $   158    $   181    $   272   $   191   $   318    $  463
                         ======     ======     =====   =======    =======    =======   =======   =======    ======
</TABLE>

REVENUE ANALYSIS

Our overall Revenues increased 37%, sharply higher than the 15% increase in our
total mortgage originations. The following are the principal factors affecting
our year-over-year revenue comparisons:Wholesale mortgage originations increased
33% year-over-year. Approximately half of this gain came from our Alt Funding
operations, with the remaining half coming across the board in our regional
offices, largely a result of an improved Account Executive team

As we noted in our annual report, about half way through our last fiscal year,
we set up a wholesale origination operation (Alt Funding) that operates in
parallel to our existing one. The purpose is to focus on a different market
segment than the Alt-A borrowers of our traditional focus. This market is for
borrowers with lower credit scores, but higher than what normally sees in
sub-prime mortgage lending. We consider them to be Alt-A-Minus borrowers. We
initially set this operation up on a pilot basis in our Arizona office, and are
currently in the early stages of rolling it out to our other markets.

The secondary market pays a much higher gain on sale margin to us for loans
originated from our Alt-Funding operations.

                                      MD-1
<PAGE>

1.            Our revenues from the gain on sale of mortgages increased 72% on a
              year-over-year basis. The acceleration of our loan originations
              was significantly leverage by a 16% increase in our gain on sale
              margin. This margin improved from 126 basis points a year ago to
              146 basis points in the quarter just ended. We received $125,000
              in Forward Commitment Payout Fees in the the quarter just ended,
              in contrast to having received no such fees in the comparable
              quarter a year ago. In the absence of receiving these fees, our
              gain on sale margin would have increased 8%.

2.            Our Retail mortgage originations were relatively static on a
              year-over-year basis, declining 5%. As discussed in our Annual
              Report, the actions we have taken to improve our retail mortgage
              originations have not yet taken effect.

There were two main influences on our year-over-year improved gain on sale
margin. First, and as mentioned previously, our Alt Funding operations have a
higher margin for us in the secondary mortgage market than the regular Alt A
mortgage we originate. Second, and as discussed in our last two reports, in the
latter part of our last fiscal year, we began accumulating loans for sale in
bulk packages. This results in a higher gain on sale than when we sell loans on
a loan-by-loan basis as originated.

<TABLE>
                                     TABLE 2
                             WHOLESALE GAIN ON SALE*
                                 (BASIS POINTS)

                              Fiscal Quarter Ended

                         7-31-05    4-30-05    1-31-05  10-31-04    7-31-04   4-30-04  1-31-04  10-31-03    7-31-03
                         -------    -------    -------  --------    -------   -------  -------  --------    -------

<S>                       <C>        <C>          <C>      <C>        <C>        <C>     <C>        <C>        <C>
Gain on Sale              151        142          119      145        113        106     140        133        93
</TABLE>

* - As originally reported.

<TABLE>
                                     Table 3
                     Forward Commitment Payout Fees Received
                                    ($ 000's)

                              Fiscal Quarter Ended

                         7-31-05    4-30-05    1-31-05  10-31-04    7-31-04   4-30-04  1-31-04  10-31-03    7-31-03
                         -------    -------    -------  --------    -------   -------  -------  --------    -------

<S>                        <C>          <C>     <C>      <C>          <C>        <C>       <C>      <C>       <C>
FCP Fees Received          $ 125        $ 98    $ 105    $ 271        $ 0        $ 51      $ 335    $ 528     $ 27
</TABLE>

GROSS PROFIT ANALYSIS

Gross profits for the quarter just ended were 38% higher than what we generated
in the comparable quarter a year ago, effectively the same increase as our total
revenues. Given the 72% increase in our gain on sale of mortgage loans, one
might have expected our gross margin to improve more significantly on a
year-over-year basis. There were two factors that kept it from doing so,
however.

First, our year-over-year interest expense on subordinated debt was about
$28,000 higher this year, reflecting the debt we raised in January of the
current calendar year. This increased interest expense diminished our gross
margin from what it would have been by just under one percentage point. This
will continue to exert a negative year-over-year influence on our gross margin
until the fourth quarter of our current fiscal year.

Second, the positive spread on our warehouse activities is diminishing,
reflecting the progressively higher short-term interest rate environment. We
estimate that this effect on our gross margin was approximately 1.2 percentage
points. Assuming a further rise in short-term interest rates, one should expect
our net warehouse interest margin to continue shrinking, or perhaps even turn
negative.


                                      MD-2
<PAGE>


<TABLE>
                                     Table 4
                           GROSS PROFIT MARGIN TRENDS

                              Fiscal Quarter Ended

                         7-31-05    4-30-05    1-31-05  10-31-04    7-31-04   4-30-04  1-31-04  10-31-03    7-31-03
                         -------    -------    -------  --------    -------   -------  -------  --------    -------

<S>                        <C>        <C>       <C>        <C>       <C>        <C>        <C>        <C>       <C>
Gross Profit Margin        60.8%      57.6%     61.7%      65.2%     61.0%      52.3%      59.8%      52.0%     51.0%
</TABLE>

INDIRECT EXPENSE ANALYSIS

Our Indirect Expenses increased 11% on a year-over-year basis. We have been
suggesting since the Fall of last year that we believed we had reached a bottom
in how low we could take our Indirect Expenses. As the table below clearly
shows, this has been the case.

While we have been selectively increasing our staffing to enable us to build
loan production to higher levels, there were some events of the last two
quarters that have had the effect of overstating the normalized quarterly
run-rate of our Indirect Expenses by about $90-100,000.

First, we had substantial turn-over in our accounting and finance department
early this calendar year. As a result, we needed to hire temporary personnel and
consultants to help us restaff in this area. Second, in the fourth quarter of
last year, we had a one time increase in our compensation expense related to
stock options previously granted.

<TABLE>
                                     TABLE 5
                         INDIRECT EXPENSE AND COMPONENTS
                                    ($ 000s)

                              Fiscal Quarter Ended

                         7-31-05    4-30-05    1-31-05  10-31-04    7-31-04   4-30-04  1-31-04  10-31-03    7-31-03
                         -------    -------    -------  --------    -------   -------  -------  --------    -------

<S>                     <C>        <C>         <C>        <C>       <C>        <C>     <C>        <C>        <C>
Total Indirect Exp.     $1,898     $1,823      $1,661     $1,638    $1,703     $1,771  $1,700     $1,800     $2,093
    Percent of Rev.      55.6%      65.0%        75.6%     65.5%     68.3%      48.4%   57.7%      40.6%      35.9%

Selected Components:
    Salaries and Ben.   $1,119     $1,087       $949       $895      $951     $1,013     $1,032    $1,097     $1,249
    Percent of Rev.      32.8%      38.8%        43.2%     36.5%     38.2%      27.7%      34.7%     24.7%      21.4%

    Gen. and Admin.      $586       $515        $521       $550       $559      $559       $473      $503       $636
    Percent of Rev.      17.2%      18.3%        23.7%     22.4%     22.5%      15.3%      16.3%     11.4%      10.9%
</TABLE>

NON-OPERATING INCOME (EXPENSE) ANALYSIS

The interest expense not associated with the Company's mortgage lending
activities (warehouse loans) or the financing of its capital base resulted
solely from a single past obligation: an obligation related to an acquisition
the Company made in 1999.

This obligation (principal and accrued interest) was paid in full during the
third quarter of our last fiscal year. This is the reason there was no such
interest expense in the currently reported quarter, thus accounting for about
$44,000 of improvement in our Non-Operating Expense. We do not expect to incur
other interest expense in the
 foreseeable future.
The income from changes in the fair value of financial instruments increased
$19,000 on a year-over-year basis. This, however, is a non-cash item that
neither management nor the board of directors of the company find useful or
helpful in understanding the company's business.

                                      MD-3
<PAGE>


Liquidity And Capital Resources

Our unrestricted and restricted cash position as of July 31, 2005, increased by
$367,195 from what it was at the end of our last fiscal year, April 30, 2005.
Management and the Company's board of directors believe this is a more
appropriate figure to examine than unrestricted cash alone. The restricted cash
is cash held on deposit with the Company's warehouse lenders and represent a
management decision and strategy. We can negotiate for lower deposit
requirements, but at the expense of other variables associated with the lending
facility, including, but not limited to, nominal interest rate, per transaction
fees, and loan haircuts. Hence, the total of unrestricted and restricted cash
plus short-term (cash-like) investments is what we measure in evaluating our
overall liquidity.

The principal changes to our aggregate cash and investments positions during the
year are shown in Table 6, "Simplified Sources/(Uses) of Cash," below. The
statement of cash flows is included with the other financial statements in Item
1 of this filing. The short-form table below is how management and the Company's
board of directors monitor the Company's changes in cash and investments
position.

<TABLE>
                                     TABLE 6

                        SIMPLIFIED SOURCES/(USES) OF CASH

                                                                                    Quarter Ended     Quarter Ended
         Sources (Uses)                                                                   7-31-05           4-30-05
<S>                                                                                     <C>            <C>

          Operating Cash Flows
          Income Statement Related Cash Flows
          Net Income/(Loss)                                                             $ 242,384      $ (3,256,815)
                  Add back non-cash charges
                      Depreciation & Amortization                                          18,156            21,054
                      Impairment of Goodwill                                                    0         2,714,516
                      Fair value of financial derivatives changes                         (47,179)           69,540
                      Stock option expense                                                      0           136,762
                      Deferred income taxes                                                     0           291,365
                      Provision for early payoff penalties, net of payments                15,000            14,000
                                                                                                                   -
                      Actual early payoff penalties paid                                   (1,850)           (5,333)
                                                                                           -------            ------
                  Operational Cash Flows from the Income Statement                      $  226,511     $     (14,911)

          Balance Sheet Related Cash Flows
          Mortgages held for sale                                                       $ 257,288      $   (229,706)
          Short-term mortgage receivables                                                 (88,135)          (71,292)
          Other Assets                                                                    (19,258)           26,479
          Accounts payable and other accrued liabilities                                    8,945           121,958
                                                                                            -----           -------
                  Operational Cash Flow from the Balance Sheet                          $ 158,840      $   (152,561)

          Total Cash Flow Generated/(Used) in Operations                                $ 385,351      $   (167,472)

          Financing Activity Cash Flows
                      Issuance of subordinated debt                                     $       0      $          0
                      Repayments of subordinated debt                                           0          (250,000)
                      Stock purchases                                                           0                 0
                      Settlement paid                                                           0                 0
                      Capital lease obligations change                                          0            (3,252)
                                                                                                -            ------

          Total Cash Flow from Financings Activities                                    $       0       $  (253,252)

          Investing Activity Cash Flows
                      Purchase of property and equipment                                $ (18,156)   $       (3,560)

          Total Cash Flow from Investing Activities                                           $ 0    $       (3,560)

          Net Change to Aggregate Cash and Investments                                  $ 367,195    $     (424,284)
</TABLE>
                                      MD-4
<PAGE>

In summary form, this table says the following regarding the changes in the
Company's aggregate cash resources in the recently ended quarter.

1.            The Company generated about $227,000 in positive cash flow from
              income statement-related operations during the recently ended
              quarter, consistent with the improving trend in recent quarters.

2.            The Company decreased the total of Mortgage Loans Held for Sale
              and Short-Term Mortgage-Related Receivables by about $169,000.
              This merely reflects timing differences in when pools of mortgages
              are sold and not some underlying change in policy, practice or
              strategy.

3.       The Company spent about $18,000 on purchases of property and equipment
         during the quarter just ended.

4.            Immaterial (less than $20,000 in each case) changes in the
              remaining other asset and liability categories, aggregating a net
              use of cash in the amount of about $10,000.

SUMMARY OF FINANCING FACILITIES

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 Master Sales Agreements ("warehouse facilities"). The size of the
Company's warehouse facilities is based on the Company's net worth and cash
resources. As of July 31, 2005, the Company had a total of two financing
facilities for a maximum financing capacity of up to $70 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 currently require compensating balances of $1.02
million.

More detailed data on these facilities is presented in Note Number 3 to the
Financial Statements presented in Item 1.

Our overall funding strategy is to use committed facilities, summarized as of
July 31, 2005:

<TABLE>
                                     TABLE 7
                          LOAN FACILITIES AND BALANCES

                             Committed        Outstanding     Required        Interest Rate
Type of Facility             Facility           Balance     Cash Deposit      July 31, 2005      Maturity
                           -------------    --------------  ------------      -------------      --------

<S>                            <C>          <C>             <C>              <C>              <C>
Master sales agreement         $40,000,000  $   11,474,425  $   1,000,000            6.25%(1)  Annual or 30 days notice
Master sales agreement          30,000,000       9,139,760         25,000       5.38-6.01%(2)  Annual or 30 days notice
                                ----------  --------------    -----------
Totals                         $70,000,000   $  20,614,185   $1,025,000
                               ===========   =============   ==========
</TABLE>

                                      MD-5
<PAGE>

(1)         For  the first $30 million of this facility, the contractual
            interest rate facility was 3.99% or Prime, whichever is greater.
            The rate for the next $10 million is 0.05% greater than the rate
            for the first $30 million.

(2)         The contractual interest rate on this facility is one month LIBOR
            plus a margin ranging from 1.875% to 2.50%.
<PAGE>
FUTURE NON-OPERATIONAL CASH REQUIREMENTS

The Company has certain non-operational requirements for cash in the future. The
material requirements are those for repayment of the subordinated debt issued in
recent years to bolster our capital position. The schedule of maturities for
these is as follows:

                                     TABLE 8
                   NON-OPERATIONAL CASH REPAYMENT REQUIREMENTS

                 October 31, 2006                                   $   50,000
                 March 31, 2007                                     $  800,000
                 May 31, 2007                                       $  200,000
                 January 12, 2015                                   $2,687,700

OFF BALANCE SHEET RISKS

The Company is a party to financial instruments with off-balance sheet risk in
the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to extend credit in the form of
loans, and mandatory forward delivery commitments. These instruments involve, to
varying degrees, elements of credit and interest rate risk in excess of the
amounts recognized in the balance sheet. The mandatory forward delivery
commitments also involve the risk of nonperformance on the part of the Company.
The Company manages these risks by entering into these agreements with major,
well-known financial institutions. The contract amounts of those instruments
reflect the extent of involvement the Company has in particular classes of
financial instruments.

The notional value of financial instruments, whose contract amounts represent
credit and risk at the indicated dates, are as follows:

                                     TABLE 9
                     NOTIONAL VALUE OF FINANCIAL INSTRUMENTS

                                              July 31,            April 30,
                                                2005                 2005
                                            ------------          ---------

Commitments to extend credit               $ 22,989,899         $ 21,772,820
Mandatory forward delivery commitments           2,697,820         2,741,500



                                      MD-6

<PAGE>









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, who also is 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, who also is 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.

The conditions leading to the restatements referred to in this filing were
discovered by management and the Audit Committee as part of their normal review
processes. Management and the Audit Committee believe the errors that lead to
the aforementioned restatements were neither significant nor material because
the figures were immaterial by any reasonable standard, did not affect cash
flows and did not affect the company's ability to conduct its business.
Furthermore, the issues discovered revolved around relatively arcane accounting
issues where there tends not be general agreement in its application.

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K
(a)      EXHIBITS

31.1     Certification  of the Chief  Executive  Officer pursuant to 18 U.S.C.
         Section 1350 as adopted  pursuant to Section 302 of the Sarbanes-Oxley
         Act of 2002.

         Certification of the Chief Financial Officer pursuant to 18 U.S.C.
         Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
         Act of 2002.

32.1     Certification of the Chief Executive Officer pursuant to 18 U.S.C.
         Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002.

         Certification of the Chief Financial Officer pursuant to 18 U.S.C.
         Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
         Act of 2002

     (b) REPORTS ON FORM 8-K

                  NONE


                                       O-1
<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.

Date: March 31, 2006                     /s/ Joseph Kristul
      --------------                     ----------------------------------
                                         Joseph Kristul, Chief Executive Officer




Date: March 31, 2006                    /s/ Thomas Schott
      --------------                    ----------------------------------
                                        Thomas Schott, Chief Financial Officer