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

                                  Form 10-QSB/A
                                 (Amendment #2)



                                   (Mark One)

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

                  For the quarterly period ended March 31, 2001

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

       For the transition period from __________________ to ______________

                         Commission file number: 1-14219

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

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

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

                                 (415) 242-7800
 -------------------------------------------------------------------------------
                         (Registrant's telephone number)


     Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. Yes X No ____


                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State the number of shares outstanding of each of the issuer's classes of
common equity, as of May 10, 2001: 4,279,310
























<PAGE>




                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                                 MARCH 31, 2001

                                    UNAUDITED

                                EXPLANATORY NOTE

         This Form 10-QSB/A is being filed to amend and restate the information
disclosed in Items 1 and 2 of Part 1 of the Form 10-QSB/A filed on July 30, 2002
(Amendment #1) for the quarter ended March 31, 2001. The previous filing did not
accurately indicate the amount and timing of the fair value of mortgage loan
derivative instruments, and the following restatement recapitulates the
disclosures in the previous filing to reflect more accurately those values and
timing.



                       TABLE OF CONTENTS                            PAGE NUMBER


PART 1     ITEM 1      FINANCIAL INFORMATION


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


                       Condensed Statements of Operations
                       For the Three Months Ended
                       March 31, 2001 and 2000                                3

                       Condensed Statements of Cash Flows for the
                       Three Months Ended March 31, 2001 and 2000             4


                       Notes to Condensed Financial Statements                5

           ITEM 2      Management's Discussion and Analysis of
                       Financial Condition and Results of Operations          6

           ITEM 3.      Controls and Procedures                              10

PART 2                  OTHER INFORMATION

           ITEM 1       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>


ITEM I.  FINANCIAL INFORMATION

                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                            CONDENSED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                        March 31,    December 31,
                                                                          2001          2000
                                                                        ========     ===========

                                                                        (restated)     (audited)
ASSETS

<S>                                                               <C>               <C>
           Cash and cash equivalents                              $      595,488    $   892,938
           Mortgage loans held for sale                               17,791,047     20,307,222
           Accrued interest receivable                                     1,364         41,733
           Due from Shareholders                                           6,284         11,613
           Receivable from Loan Link, LLC                                   -           300,000
           Notes receivable                                              136,322        136,322
           Goodwill                                                    3,327,601      3,428,321
           Property and equipment, net                                   266,586        296,913
           Other assets                                                2,655,730      1,477,077

                                                                   -------------    ------------

TOTAL ASSETS                                                      $   24,780,422    $26,892,139
                                                                   =============    ============



LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:
           Warehouse notes payable                                $   16,109,105    $19,645,445
           Accrued interest payable                                      390,739        219,602
           Accounts payable and accrued liabilities                      893,429        556,209
           Notes payable                                                 759,491           -
           Subordinated debt                                           1,327,000        712,000
                                                                   -------------    -----------
TOTAL LIABILITIES                                                     19,479,764     21,133,256
                                                                   -------------    -----------


SHAREHOLDERS' EQUITY:
           Preferred stock, no par value: 2,000,000 shares
              authorized, no shares issued and outstanding                   -              -
           Common stock, no par value: 10,000,000 shares
           authorized: 4,279,310 shares issued and outstanding,
           as of March 31, 2001 and December 31, 2000                 10,612,155     10,594,450
           Accumulated deficit                                        (5,311,497)    (4,835,567)
                                                                   -------------    -----------

TOTAL SHAREHOLDERS' EQUITY                                             5,300,658      5,758,883

                                                                   -------------    -----------

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                        $   24,780,422    $26,892,139

                                                                   =============    ===========
</TABLE>



See accompanying notes to condensed financial statements.

                                      -2-
<PAGE>



                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (unaudited)
<TABLE>
<CAPTION>


                                                                      For the Three
                                                                      Months Ended
                                                                        March 31,
                                                              ------------------------------

                                                                       2001            2000
                                                                       ----            ----
                                                                 (restated)
    INCOME

<S>                                                           <C>               <C>
           Net gain on sale of mortgage loans                 $   1,061,561     $   397,164
           Production income                                      2,004,432       1,302,488
           Interest income                                        1,249,883         474,757
           Other income (expense)                                   215,777          28,925

                                                              -------------     -----------


                                                                  4,531,653       2,203,334
                                                              -------------     -----------


   EXPENSES

           Interest expense                                       1,665,982         493,807
           Salaries, benefits and commissions                     2,766,226       2,085,717
           General and administrative                               744,590         790,797
           Occupancy                                                177,745         179,512
                                                              -------------     -----------

                                                                  5,354,543       3,549,833
                                                              -------------     -----------


LOSS BEFORE INCOME TAXES and cumulative effect                     (822,890)     (1,346,499)
of change in accounting principle


INCOME TAXES                                                           -               -
                                                              -------------     -----------

NET LOSS before cumulative effect of change in                $    (822,890)    $(1,346,499)
   accounting principle
Cumulative effect of change in                                      346,960            -
   accounting principle

                                                              =============     ===========

NET LOSS                                                      $    (475,930)    $(1,346,499)


                                                              =============     ===========

NET LOSS PER SHARE - basic and diluted:
   Before cumulative effect of change in
     accounting principle                                     $      (0.19)     $    (0.31)
   Cumulative effect of change in accounting principle                0.08            0.00
     Net loss per share                                              (0.11)          (0.31)

WEIGHTED AVERAGE SHARES OUTSTANDING:
   Basic and fully diluted                                        4,279,310       4,279,310

</TABLE>

See accompanying notes to condensed financial statements.

                                      -3-
<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                       CONDENSED STATEMENTS OF CASH FLOWS

                                   (unaudited)
<TABLE>
<CAPTION>

                                                                      For the Three
                                                                   Months Ended March 31,

                                                                   2001            2000
                                                                  ======          ======


                                                               (restated)
Cash flows from operating activities:
<S>                                                             <C>                <C>
    Net loss                                                    $      (475,930)   $  (1,346,499)
    Adjustments to reconcile net loss to net cash provided
    by (used in) operating activities:
        Gain on sale mortgage loans                                  (1,061,561)        (368,412)
        Provision for early payoffs and loan losses                      44,000           28,752
        Issuance of stock warrants for subordinated debt                 17,705             -
        Depreciation and amortization                                   149,445          155,010
        Mortgage loans originated for sale                         (258,121,286)    (152,070,208)
        Proceeds from sales of mortgage loans                       261,955,545      133,735,137
        Changes in assets and liabilities:
            Accrued interest receivable                                  40,369           10,148
            Due from shareholder                                          5,329             -
            Notes receivable                                               -              35,819
            Other assets                                             (1,178,653)         279,721
            Accrued interest payable                                    171,137          (68,449)
            Accounts payable and accrued liabilities                    336,697          (70,804)
                                                                ---------------    -------------

   Net cash provided by (used in) operating activities                1,882,797      (19,679,785)
                                                                ---------------    -------------

Cash flows from investing activities:
        Purchases of property and equipment                             (18,398)          (2,967)
        Repayment of advances by Loan Link, LLC                            -             200,000
                                                                ---------------    -------------
   Net cash provided by (used in) investing activities                  (18,398)         197,033
                                                                ---------------    -------------

Cash flows from financing activities:
        Warehouse notes payable - net borrowings (repayments)        (3,536,340)      20,358,746
        Payments on real estate mortgage                                   -                (709)
        Borrowings on subordinated debt                                 615,000             -
        Short-term borrowings                                           759,491             -
                                                                ---------------    -------------

   Net cash provided by (used in) financing activities               (2,161,849)      20,358,037
                                                                ---------------    -------------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                   (297,450)         875,285
                                                                ---------------    -------------

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                          892,938          862,257
                                                                ---------------    -------------

CASH AND CASH EQUIVALENTS, END OF PERIOD                        $       595,488    $   1,737,542
                                                                ===============    =============
Cash paid during the period for:
        Interest paid                                           $     1,569,438    $     562,255

        Income taxes paid                                                 1,540             -
</TABLE>



See accompanying notes to condensed financial statements.

                                      -4-
<PAGE>


                      TRANSNATIONAL FINANCIAL NETWORK, INC.

                     NOTES TO CONDENSED FINANCIAL STATEMENTS

                                 MARCH 31, 2001
                                   (unaudited)

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

NOTE 2   Quarterly Results - The results of operations of the Company for the
         three-month periods ended March 31, 2001 and 2000 are not necessarily
         indicative of the results to be expected for the full year.

NOTE 3   Net Loss Per Share - Basic net loss per share is computed by dividing
         net loss by the weighted average common shares outstanding during the
         period. Diluted net loss per share is computed based on the weighted
         average number of common shares outstanding adjusted for potentially
         dilutive securities. For the three months ended March 31, 2001 and
         2000, the effect of including potentially dilutive securities in the
         calculation of diluted net loss per share would be antidilutive. As a
         result, the effect of potentially dilutive securities of 703,500 has
         not been included in the calculations.

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

NOTE 5   Subordinated Debt and Notes Payable - During the first quarter of
         2001, the Company received additional subordinated debt in the amount
         of $615,000. The subordinated debt bears interest at 15% and has
         five-year detachable warrants to purchase 35,000 shares of common stock
         at $.75 per share. The maturity dates of this subordinated debt range
         from March 31, 2003 to March 31, 2004. Also during the first quarter of
         2001, the Company raised short-term borrowings of $759,491 from various
         members of management and shareholders. These short-term borrowings
         bear interest at 12% and have maturity dates ranging from April 30,
         2001 to May 15, 2001. As of May 10, 2001, all but $109,491 of these
         amounts had been repaid.

NOTE 6   Restatement - The Company filed its first restatement of its financial
         statements for the quarter ended March 31, 2001 on July 30, 2002. As
         explained more fully in that restated 10-QSB/A (Amendment #1) the
         originally reported net loss for the quarter ended March 31, 2001 of
         $(392,423) or $(0.09) per share, was increased to $(701,819) or $(0.16)
         per share. This restatement, which is the second of two restatements
         filed to reflect more acccurately the fair value of mortgage loan
         derivatives as required by SFAS 133, adjusts net loss reported in the
         first restatement from $(701,819) or $(0.16) per share to $(475,930) or
         $(0.11) per share. The Company also filed its first restatements of its
         financial statements for the second and third fiscal quarters of 2001
         on July 31, 2002 and is contemporaneously filing its second
         restatements for those quarters for the same reasons.

                                      -5-
<PAGE>


         The second restatement for the quarter ended March 31, 2001 is
         presented as follows:

<TABLE>
<CAPTION>


                                         As Reported
As of March 31, 2001                     in Amendment#1    Restatement #2    As Restated
Balance Sheet - Captions                 Filed 7/30/02     Adjustments        Herein
------------------------                 --------------    --------------    -----------
<S>                                      <C>                    <C>            <C>
 Other assets                            $  2,429,841           $225,889       $ 2,655,730
Accumulated deficit                        (5,537,386)           225,889        (5,311,497)
</TABLE>


<TABLE>
<CAPTION>


                                         As Reported
For Three Months ended March 31, 2001    in Amendment #1     Restatement #2    As Restated
Statement of Operations - Captions       Filed 7/30/02       Adjustments          Herein
----------------------------------       ---------------      -------------    ------------
<S>                                         <C>                  <C>            <C>
Other income (expense)                      $   22,848           $192,929       $ 215,777
Net loss - before income taxes              (1,015,819)           192,929        (822,890)
Cumulative effect of change in
accounting principle                           314,000             32,960         346,960
Net loss                                      (701,819)           225,889        (475,930)
Net loss per share - basic and diluted:
Before cumulative effect of change
    in accounting principle                     (0.23)              0.04           (0.19)
Cumulative effect of change in
    accounting principle                         0.07               0.01            0.08
Net loss per share                              (0.16)              0.05           (0.11)
</TABLE>


<TABLE>


                                         As Reported
For Three Months ended March 31, 2001    in Amendment #1   Restatement #2    As Restated
Statement of Cash Flows - Captions       Filed 7/30/02     Adjustments          Herein
----------------------------------       ---------------   --------------    -------------
<S>                                     <C>                   <C>             <C>
Net loss                                $(701,819)            $ 225,889       $  (475,930)
Other assets                             (952,764)             (225,889)       (1,178,653)
</TABLE>




NOTE 7   Significant Events - During the first quarter of 2001, the Company
         was informed by The Federal Bureau of Investigation that as part of a
         Department of Justice plea bargain, $230,126 in fraudulent loan losses
         and collection expenses the Company incurred during 1998 and 1999 would
         be paid by the defendant. This amount, as restated in Amendment #1
         filed on July 30, 2002, has not been recorded as income. Also, during
         the first quarter of 2001, the Company sold 50% of its 30% interest in
         Loan Link LLC for $300,000. Since the investment was carried at "zero"
         value on the Company's books, the entire amount of the premium was
         offset against a $300,000 note receivable from Loan Link LLC. This
         transaction, as restated in Amendment #1 filed on July 30, 2002 has not
         been recorded as income.

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,

                                      -6-
<PAGE>

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


         GENERAL

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

         The Company's loan production and results of operations are strongly
         affected by mortgage interest rates. Increasing mortgage rates raises
         the qualifying income required of a homebuyer and reduces housing
         affordability. It also causes mortgage refinance activity to decline
         because fewer homeowners can successfully obtain a mortgage at a lower
         interest rate than their original mortgage. Higher interest rates
         increase the cost of home ownership resulting in diminished demand for
         mortgage loans, whether the purpose of the mortgage loan was for the
         purchase of a home, refinancing of a home to obtain a lower rate or
         longer term, home improvement, debt consolidation, or obtaining cash.
         When rates are high, the mortgage loan financing that does occur
         usually takes the form of variable rate mortgage loans, that is,
         mortgage loans that have interest rates that frequently change over the
         life of the loan and, consequently, lower initial interest rates than
         those charged on long term fixed interest rate mortgage loans.

         Throughout 1999 mortgage interest rates increased. In January 1999,
         30-year mortgage interest rates were 6.74%, reaching 7.55% at the end
         of the second quarter and 7.91% at year-end. During the first quarter
         of 2000 the 30-year mortgage rate went up to 8.24%, then peaked at
         8.54% in the middle of June. Rates dropped steadily over the remainder
         of the year, and as of December 31, 2000 the 30-year fixed rate average
         had dropped to approximately 7.13%. Rates remained at these favorable
         levels during the first quarter of 2001, ranging between 6.95% and
         7.05%.

         As a consequence, the Company saw its volume of mortgage originations
         pick-up (as rates dropped) during the 4th quarter of 2000 and into the
         first quarter of 2001.

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

                     1st Qtr-00     2nd Qtr-00     3rd Qtr-00     4th Qtr-00     1st Qtr-01
<S>                  <C>            <C>            <C>            <C>            <C>
Wholesale            $144,043,724   $130,878,546   $154,913,511   $181,744,512   $241,779,524
   Retail              77,405,856     82,928,025     67,973,925     87,598,298    108,326,735
                    -------------  -------------  -------------  -------------   ------------
    Total            $221,449,580   $213,806,571   $222,887,436   $269,342,810   $350,106,259
</TABLE>

                                      -7-
<PAGE>

         Overall, the Company's mortgage loan volume increased by $128.7 million
         or 58% for the first three months of 2001 when compared to the first
         three months of 2000. Wholesale mortgage loan production through March
         31st of this year was $97.7 million or 68% greater than in the same
         period in 2000. Retail loan production was $30.9 million or 40% more
         compared to the first quarter of 2000.

         During the course of the Company's December 31, 2001 year end audit,
         management evaluated the accounting treatment of transactions recorded
         during the quarter ended March 31, 2001. Upon further consideration of
         all relevant transaction details, management determined that the
         accounting treatment of several transactions was not appropriate. In
         order to ensure appropriate accounting and reporting treatment for all
         material transactions during the quarter ended March 31, 2001,
         management has restated and amended the Company's Form 10Q for that
         quarter. The first restatement (Amendment #1) was filed on July 30,
         2002. The second of two restatements is contained herein. For details
         of the restated transactions, see Note 6. to the unaudited Condensed
         Financial Statements in both restatements of the 10-QSB for the quarter
         ended March 31, 2001.

         THREE MONTHS ENDED MARCH 31, 2001 COMPARED TO THREE MONTHS ENDED MARCH
         31, 2000

         The Company incurred a net loss of $(475,930) for the three months
         ended March 31, 2001 compared to a net loss of $(1,346,499) during the
         comparable period last year. Overall, the improvement of $870,569, or
         65% in the first quarter of 2001 compared to the same period in the
         prior year was the result of (1) a 58% increase in loan volume, (2) a
         24% drop in operating costs as a percentage of loan volume, (3) a
         $186,852 increase in other income, and (4) a positive cumulative effect
         of change in accounting principal of $346,960 arising from the
         recognition of the fair value of mortgage loan derivatives as required
         by SFAS 133. These factors more than offset a $397,049 increase in net
         interest expense over the prior year.

         Net gain on sale of mortgage loans increased by $664,397 or 167%. The
         bulk of the increase in net gain on sale arose from higher wholesale
         loan production and better overall prices on loans sold. Total
         wholesale loans closed were $97.7 million or 68% greater than in the
         same period last year.

         Production income increased by $701,944 or 54%. Production income
         increased because of an increase in retail origination fees and retail
         and wholesale "junk" fees posted during the first quarter this year.
         Retail loan production was $30.9 million or 40% greater than in the
         first quarter of 2000.

         Other income was higher by $186,852 or 646% for the first quarter of
         2001 compared to the totals for the same period last year, due
         primarily to income related to the fair value of mortgage loan
         derivatives that was not recorded in 2000.

         During the first quarter of 2001, the Company incurred net interest
         expense of $416,099 compared to net interest expense in the first
         quarter of 2000 of $19,050. The unfavorable result in 2001 reflects (1)
         greater levels of loans warehoused by the company in the first quarter
         of 2001, resulting from increasing business volumes and longer dwell
         times for those loans, and (2) the negative gap between the initial
         interest rates on mortgage loans funded and the interest rate on the
         Company's warehouse lines, which increased as the Company began using
         new, higher priced, warehouse lenders beginning in the fourth quarter
         of 2000.

         The Company has taken steps to better manage expenses since the
         beginning of 2000. These steps have included reducing the number of
         support staff, placing account executives on straight commission so
         that compensation will vary with loan production, renegotiating vendor
         contracts, prioritizing technology projects, and managing down delivery
         and fax expenses by limiting distribution of rate sheets to only active

                                      -8-
<PAGE>

         brokers. The effect of these cost cutting measures has reduced
         operating expenses (not including interest expense) to 1.05% of loan
         volume during the first quarter of 2001 compared to 1.38% during the
         same period in 2000.

         Excluding interest expense, total expenses were $632,535 or 21% higher
         during the first quarter of 2001 compared to the same period in 2000.
         This compares favorably to a 58% increase in loan volumes over the same
         period. Commissions increased by $487,545 or 60% and salaries and
         benefits increased by $192,964 or 15%, as a result of higher loan
         volumes. General and administrative expenses decreased by $46,207 or
         6%, and occupancy costs decreased by $1,767 or 1%, mainly as a result
         of the previously discussed cost reduction efforts.

         LIQUIDITY AND CAPITAL RESOURCES

         The Company's capital resources are substantially provided by warehouse
         lenders (one of the lenders funds through a purchase as defined under
         SFAS 125) who fund the mortgage loans pending the final sale of the
         mortgage loans 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 four financing
         facilities for a total of $70 million. These warehouse facilities have
         various financial and operational covenants with which the Company must
         comply. As of March 31, 2001 the Company was in default under certain
         financial covenants of these lines that require the maintenance of
         minimum levels of tangible net worth and the attainment of positive
         earnings.

         On April 17, 2001 the Company was informed by one of its warehouse
         lenders providing a $20 million facility that as a result of certain
         events of default, the lender was ceasing further purchases under the
         line. The Company has informed its other warehouse lenders of the
         events of default and each has informally stated that although the
         Company was in violation of certain of their covenants, there have been
         significant operational improvements during the quarter and as such the
         current relationship would continue.

         As a result of the above-mentioned freeze on one of its warehouse
         lines, the Company has been forced to reduce its levels of loan
         production. Wholesale production in April, 2001 totaled $68.1 million,
         a 26% decline over February's peak volume of $91.7 million. Failure to
         replace this warehouse line will adversely affect its financial
         performance and will limit the Company's ability to grow.

         During the first quarter of 2001, the Company raised additional
         subordinated debt in the amount of $615,000. Despite this cash
         infusion, the Company's cash position during the first quarter of 2001
         was strained as a result of: (1) a significant increase in mortgage
         loan originations, (2) an increase in the period of time between a
         mortgage loan's closing and its final sale to investors, and (3)
         operating losses. As of March 31, 2001 the Company had to rely on
         short-term borrowings of $759,491 from various members of management
         and shareholders in order to support its business activities. As
         previously discussed, during April, 2001 the Company experienced a
         reduced level of loan originations and, therefore, related cash needs,
         allowing all but $109,491 of these short-term borrowings to be repaid
         by May 10, 2001.

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

         1.  Strengthened broker pricing policies and procedures to reduce price
             concessions and increase loan margins. As a result, gain on sale of
             mortgages in the month of April 2001 increased approximately 15bps
             over March 2001.
         2.  Restructured underwriting and processing activities involving loan
             applications in order to better match staffing levels with loan
             volumes. As a result, staff levels are 22% lower when compared to
             March 31, 2001 levels, and overtime and temporary help expenses
             have been reduced.

                                      -9-

<PAGE>

         3.  Restructured funding and shipping procedures in order to reduce
             warehouse time. As a result, the period of time between a mortgage
             loan's closing and its final sale to investors has decreased from a
             high of approximately 30 days to current levels of 20 days with a
             target of 15 days.
         4.  Raised an additional $120,000 in subordinated debt as of May 10,
             2001 and received a commitment for an additional $300,000 to be
             infused during the week of May 14, 2001.

         In addition, the Company has been seeking additional equity funds that,
         if received, would both provide additional cash and allow the Company
         to renegotiate the interest rates it pays on current 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. The Company's net interest margin has been improving
         since the end of the first quarter of 2001 due to the Federal Reserve
         Bank's lowering of short-term rates without a corresponding drop in
         fixed rate mortgage yields.

         The Company believes that the result of these activities combined with
         cash flows from operations and continuing efforts to optimize on
         current resources will improve the Company's cash position to a level
         adequate to support its operations through the remainder of the year.
         However, there are no guarantees that these steps will result in a
         return to profitability.

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   OTHER INFORMATION

ITEM 1.  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, 2001
 ------------------------------------------------------------------------------

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

         1. The Company's Quarterly Report on Form 10-QSB/A for the quarter
ended March 31, 2001 (the Form 10Q-SB/A) fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and

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




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





                                      -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, 2001
------------------------------------------------------------------------------

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

         1. The Company's Quarterly Report on Form 10-QSB/A for the quarter
ended March 31, 2001 (the Form 10Q-SB/A) fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and

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





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


                                      -13-


                                 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-