UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                       ----------------------------------
                             Washington, D.C. 20549


                                    FORM 10-K



                 Annual Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

                      For the Year Ended December 31, 2002

                        Commission File Number - 1-12070

                          TRANSFINANCIAL HOLDINGS, INC.
                          -----------------------------

                        State of Incorporation - Delaware
                  IRS Employer Identification No. - 46-0278762

               8245 Nieman Road, Suite 100, Lenexa, Kansas 66214
                        Telephone Number - (913) 859-0055

          Securities Registered Pursuant to Section 12(g) of the Act


                               Title of Each Class
                               -------------------
                   TransFinancial Holdings, Inc. Common Stock,
                           par value $0.01 per share,

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 No X.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate  by check mark  whether the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Act). Yes      No X
                                       -----  --

The  aggregate  market  value of the  Common  Stock  held by  non-affiliates  of
TransFinancial  Holdings,  Inc. as of June 30, 2002, was $8,549,557 based on the
last sale price of the common  stock on April 29,  2002,  the last date that the
common stock traded.

The number of outstanding  shares of the  registrant's  common stock as of March
30, 2003 was 3,288,291 shares.

                                       1
<PAGE>


                           Forward-Looking Statements

      The Company believes certain statements contained in this Annual Report on
Form  10-K  that  are  not   statements  of  historical   fact  may   constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934.  These  statements  can often be  identified by the use in
such statements of forward-looking  terminology,  such as "believes," "expects,"
"may,"  "will,"  "should,"   "could,"   "intends,"   "plans,"   "estimates,"  or
"anticipates," or the negative thereof,  or comparable  terminology.  Certain of
the forward-looking  statements contained herein are marked by an asterisk ("*")
or otherwise specifically  identified herein. These statements involve risks and
uncertainties  that may cause actual results to differ  materially from those in
such statements.  See Item 7 "Management's  Discussion and Analysis of Financial
Condition and Results of Operations - Forward-Looking Statements" for additional
information and factors to be considered concerning forward-looking statements.

                                     PART I

Item 1. Business.

      TransFinancial  Holdings,  Inc.  ("TransFinancial"  or the "Company"),  is
headquartered  in Lenexa,  Kansas,  and is a Delaware  holding company formed in
April 1976.  At December  31,  2002,  TransFinancial  was no longer an operating
company.  On September 14, 2001, the Board of Directors  unanimously  approved a
plan of  liquidation.  On January 22,  2002,  shareholders  approved the plan of
complete  liquidation  of the  Company  and the sale of the  financial  services
operations.  The Company closed on the sale of the financial services operations
on April 19,  2002,  with an effective  date of April 1, 2002.  This sale of the
financial services  operations  represents the disposition of the last operating
enterprise of the Company.  Upon closing on the sale of the  financial  services
operations,  the Company filed a Certificate  of  Dissolution  with the State of
Delaware.*  The  Company,   after  setting  aside  required  reserves,   paid  a
liquidating  dividend  in the amount of $2.70 per share on July 5, 2002 and will
liquidate  the  remaining  assets and upon final  disposition  of all  remaining
issues make a final distribution and close the estate.

                             DISCONTINUED OPERATIONS

      TransFinancial  discontinued  its  transportation  operations in 2000. The
Company's subsidiary, TFH Logistics & Transportation Services, Inc. ("TFH L&T"),
which is a holding company for the Company's  transportation  subsidiaries,  had
two  principal  subsidiaries,  Crouse  Cartage  Company  ("Crouse"),  which  was
acquired in 1991, and Specialized  Transport,  Inc.  ("Specialized"),  formed in
1999.

      On  September  16, 2000 and December  16,  2000,  Crouse and  Specialized,
respectively,  ceased  operations;  Crouse as a result of significant  operating
losses and cash flow  deficiency  and  Specialized  as a result of its insurance
carrier revoking its coverage.  These companies  liquidated outside  bankruptcy,
with the advice of independent  advisory  committees of creditors,  and followed
the general processes and procedures  defined under the federal bankruptcy code.
The Company has  essentially  completed the orderly  liquidations  of Crouse and
Specialized*.  The proceeds of asset  liquidations  have allowed full payment of
secured claims and a partial distribution to priority creditors.

      Crouse,  headquartered  in Kansas,  was a regional motor common carrier of
general  commodities in  less-than-truckload  ("LTL") quantities in 15 states in
the north central and mid-west  portion of the United States.  LTL shipments are
defined as shipments weighing less than 20,000 pounds.

      Specialized,  headquartered in Lenexa, Kansas offered motor common carrier
service for truckload  ("TL")  quantities of general and perishable  commodities
throughout  the  48  contiguous   United  States.  TL  shipments  are  generally
transported in one movement from origin to destination.

      Costs of closing  the  discontinued  operations  were  $184,000 in 2002 as
compared to $2.9 million for 2001.

      Prior  to the  cessation  of  operations,  TFH L&T  and  its  subsidiaries
employed over 1,400  persons,  of whom more than 1,100 were drivers,  mechanics,
dockworkers or terminal office clerks.  The remaining  employees were engaged in
managerial,  sales  and  administrative  functions.  Approximately  75% of  such
employees,   including  primarily  drivers,   dockworkers  and  mechanics,  were
represented  by  the   International   Brotherhood  of  Teamsters,   Chauffeurs,
Warehousemen and Helpers of

                                       2
<PAGE>


America  ("Teamsters  Union")  or  other  local  unions.  TFH L&T,  through  its
subsidiaries Crouse and Specialized, and the Teamsters Union were parties to the
National Master Freight Agreement ("NMFA"), which expired on March 31, 2003. TFH
L&T achieved  ratification in 1998 of new five-year pacts with the International
Brotherhood of Teamsters or other local unions covering substantially all of its
union employees.  In 1999, after a one-day work stoppage at one of its principal
terminals, the remaining locals agreed to contracts with terms comparable to the
national contract.  The new contracts generally provided for all of the terms of
the NMFA with a separate addendum for wages. Under these new contracts,  TFH L&T
would have  continued to maintain  past work rules,  practices  and  flexibility
within its operating structure.

      TFH L&T, as employer signatory to the NMFA, contributed to certain pension
plans established for the benefit of employees belonging to the Teamsters Union.
Amendments  to the Employee  Retirement  Income  Security Act of 1974  ("ERISA")
pursuant to the MPPA Act  substantially  expanded the potential  liabilities  of
employers who participate in such plans. Under ERISA as amended by the MPPA Act,
an employer who contributes to a  multiemployer  pension plan and the members of
such employer's  controlled  group may be jointly and severally liable for their
proportionate share of the plan's unfunded liabilities in the event the employer
ceases to have an obligation to contribute to the plan or substantially  reduces
its  contributions  to the  plan  (i.e.,  in the  event of plan  termination  or
withdrawal by TFH L&T from the multiemployer  plans).  Claims in excess of $9.75
million were filed against the Company under the MPPA Act.  These claims against
TFH L&T, and all other control group  entities,  were settled with the claimants
and have been paid.



                             AMERICAN FREIGHT SYSTEM

      American  Freight  System,  Inc.  ("AFS")  was  treated as a  discontinued
operation of  TransFinancial  from 1991 through 2001. The primary  obligation of
AFS was to administer the provisions of a Joint Plan of  Reorganization  ("Joint
Plan").  As of December 31, 1994,  all unsecured  creditors  were paid an amount
equal  to 130% of their  allowed  claims,  which  was the  maximum  distribution
provided under the Joint Plan.

      In 1992 through 1994 TransFinancial  received  distributions in accordance
with the Joint Plan of $36  million.  In  addition,  AFS paid cash  dividends of
$25.0 million,  $6.8 million, $8.5 million and $9.2 million to TransFinancial on
December 28, 1994,  July 5, 1995,  July 11, 1996 and April 30, 1998.  AFS made a
final  distribution  to  TransFinancial  of  $715,000 in  December  2000.  These
proceeds were the result of the  settlement of the last open legal matter in the
AFS estate.  AFS received its "final" order from the bankruptcy court in January
2001.

      All the stock of AFS was  included in the sale of the  financial  services
operations.

                               FINANCIAL SERVICES

      The Company  operated in financial  services  until April 1, 2002 when the
business  was  sold,   primarily  through  its  subsidiary,   Universal  Premium
Acceptance Corporation ("UPAC"), which was acquired on March 29, 1996 and merged
operations with Agency Premium Resource,  Inc.  ("APR"),  which was acquired May
31, 1995. On May 29, 1998, UPAC acquired Oxford Premium Finance, Inc. ("Oxford")
and merged Oxford's operations with UPAC's.

      UPAC,  headquartered  in Lenexa,  Kansas,  was engaged in the  business of
financing the payment of insurance premiums. UPAC offered financing of insurance
premiums  primarily to commercial  purchasers of property and casualty insurance
who wish to pay their insurance premiums on an installment  basis.  Whereas some
insurance  carriers  require  advance  payment of a full  year's  premium,  UPAC
allowed the insured to spread the payment of the insurance premium over time.

Item 2. Properties.

      TransFinancial's,  TFH L&T's, and UPAC's corporate offices were located in
approximately  10,000 square feet of a 24,000 square foot office  building owned
by the Company at 8245 Nieman Road,  Lenexa,  Kansas 66214. This office building
was included in the sale of the financial services  operations.  As part of that
sale TFH retains the use of approximately 300 square feet of office space.


                                       3
<PAGE>


Item 3.    Legal Proceedings.

      The Company and its directors  were named as defendants in a lawsuit filed
on January 12, 2000 in the Chancery  Court in New Castle County,  Delaware.  The
suit sought  declaratory,  injunctive  and other  relief  relating to a proposed
management  buyout of the Company.  The suit  alleged that the  directors of the
Company failed to seek bidders for the Company's  subsidiary,  Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company, imposed arbitrary time constraints on those making offers and favored a
management  buyout  group's  proposal  and  failed  to  obtain  approval  of the
Company's  shareholders  for the sale of certain Crouse assets.  The suit sought
certification as a class action  complaint.  The proposed  management buyout was
terminated  on February 18, 2000.  The  plaintiff  filed an amended class action
complaint  on August 9, 2000,  seeking  damages in excess of $4.50 per share for
the alleged  breaches of fiduciary  duties. A motion to dismiss a second amended
complaint was filed. The lawsuit was dismissed on or about November 1, 2002 with
stipulation  that it could be  re-filed  in the United  States  District  Court,
District of Kansas,  in Kansas  City,  Kansas.* The lawsuit was re-filed in 2003
(see note 10 subsequent events)

      The Company and its  directors  have been named as defendants in a lawsuit
filed on  December  7, 2001 in the United  States  District  Court,  District of
Kansas, in Kansas City, Kansas.  The suit seeks  certification as a class action
complaint.  The suit alleges  that the transfer of the assets of Crouse  Cartage
Company (a subsidiary of TransFinancial  Holdings, Inc.) violated Section 271 of
the Delaware Code insofar as the transfer  constituted  a sale of  substantially
all the assets of the Company without shareholder  approval and alleges that the
Company only obtained approximately one-half the fair market value of the assets
for no valid business reason, when 90% could have been achieved. The Company has
been dismissed as a defendant in this lawsuit.  Directors who remain  defendants
in this case are  entitled to  indemnity  from the Company The Company  believes
this suit will not have a material adverse effect on the financial  condition or
liquidity of the Company.*


Item 4. Submission of Matters to a Vote of Security Holders.

      No matters were submitted to the  shareholders  for vote during the fourth
quarter of 2002.


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


                                       4
<PAGE>


                                     PART II

 Item 5. Market for Registrant's Common Equity and Related Shareholder Matters.

(a)   Market Information.

      On April 29, 2002 the company filed a certificate of dissolution  with the
State of Delaware.  With the filing of the  certificate  of dissolution on April
29,2002,  Transfinancial's  Common Stock was de-listed  from the American  Stock
Exchange , the  company's  stock  transfer  books were closed and trading on the
American Stock Exchange was halted.

 (b)  Holders.
                                                     Number of
                                                 Holders of Record
      Title of Class                             at April 29, 2002
      --------------                              -----------------

      Common Stock, par value $0.01 per share           1,144

(c)   Dividends.

      No cash dividends were paid during 2001 on TransFinancial's  Common Stock.
On July 5, 2002 the company paid a  liquidating  dividend in the amount of $2.70
per share to share  holders of record as of April 29, 2002 the date on which the
stock transfer book were closed


                                       5
<PAGE>

<TABLE>
<CAPTION>

Item 6.    Selected Financial Data.
                                                        2002           2001            2000            1999          1998
                                                        ----           ----            ----            ----          ----
                                                                           (In Thousands, Except Per Share Data)
<S>                                                <C>            <C>              <C>            <C>           <C>
Operating Revenue...........................       $     4,186    $    15,663      $    12,721    $   12,339    $   10,376
                                                   ============   ============     ============   ===========   ===========
Income (Loss) from Continuing
      Operations............................       $        60    $     1,651      $      (669)   $     (417)   $   (2,307)
                                                   ============   ============     ============   ===========   ===========
Income (Loss) from Discontinued
      Operations (1)........................       $      (203)   $    (2,894)     $   (22,000)   $   (7,667)   $      280
                                                   ============   ============     ============   ===========   ===========
Extraordinary Gain on Sale..................       $     1,141    $        --      $        --    $       --    $       --
                                                   ============   ============     ============   ===========   ===========
Goodwill Impairment.........................       $    (7,838)   $        --      $        --    $       --    $       --
                                                   ============   ============     ============   ===========   ===========
Net Income (Loss)...........................       $    (6,840)   $    (1,243)     $   (22,669)   $   (8,084)   $   (2,027)
                                                   ============   ============     ============   ===========   ===========
Basic Earnings (Loss) per Share -
      Continuing Operations.................       $      0.02    $      0.50      $     (0.20)   $    (0.12)   $    (0.43)
      Discontinued Operations...............             (0.06)         (0.88)           (6.71)         0.04         (2.25)
      Extraordinary Gain                                  0.35             --               --            --            --
      Goodwill Impairment...................             (2.39)            --               --            --            --
                                                   ------------   ------------     ------------   -----------   -----------
      Total.................................       $     (2.08)   $     (0.38)     $     (6.91)   $    (2.37)   $    (0.39)
                                                   ============   ============     ============   ===========   ===========

Diluted Earnings (Loss) per Share -
      Continuing Operations.................       $      0.02           0.50      $     (0.20)   $    (0.12)   $    (0.43)
      Discontinued Operations...............             (0.06)         (0.88)           (6.71)        (2.25)         0.04
      Extraordinary Gain....................              0.35             --               --            --            --
      Goodwill Impairment...................             (2.39)            --               --            --            --
                                                   ------------   ------------     ------------   -----------   -----------
      Total.................................       $     (2.08)   $     (0.38)     $     (6.91)   $    (2.37)        (0.39)
                                                   ============   ============     ============   ===========   ===========

Total Assets (2)............................       $     1,218    $   113,324      $    92,837    $   47,153    $   53,756
                                                   ============   ============     ============   ===========   ===========

Current Maturities
       of Long-Term Debt....................       $        --    $        --      $        --    $       --    $       --
                                                   ============   ============     ============   ===========   ===========
Long-Term Debt..............................       $        --    $        --      $        --    $       --    $       --
                                                   ============   ============     ============   ===========   ===========

Cash Dividends per Common Share.............       $      2.70    $        --      $        --    $       --    $       --
                                                   ============   ============     ============   ===========   ===========
</TABLE>

(1) See Note 2 to the Notes to Consolidated Financial Statements.

(2) See Note 4 to the Notes to Consolidated Financial Statements.

Item 7.    Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations.

                              RESULTS OF OPERATIONS

      TransFinancial  operated in the insurance  premium finance  industry until
April 1, 2002 . The company  discontinued its  transportation  operations during
2000.

Financial Services

      The  sale  of  the  financial  services  operations,  as  approved  by the
shareholders  on January 22, 2002,  was  consummated on April 19, 2002 , with an
effective date of April 1, 2002.

      For the first three month of 2002, UPAC reported  operating income of $1.1
million  on net  financial  service  revenue of $3.3  million,  as  compared  to
operating  income of $2.3  million on net  revenue of $11.3  million  for twelve
months in 2001.

      UPAC  reported  net income of $963,469 for the first three months of 2002,
not considering the valuation allowance provided against  consolidated  deferred
tax assets, as compared to a net income of $1,292,000 for twelve months in 2001.

                                       6

<PAGE>


Other

      In  2002,   Presis,  an  inactive   industrial   technology   division  of
TransFinancial,  incurred operating expenses of $28,000 as compared to operating
expenses  of  $31,000  in  2001  and  $38,000  in  2000.  Presis  engaged  in no
development activity in 2002.


      TransFinancial's  effective income tax provision (benefit) rates for 2002,
2001 and 2000 were (2%), 2%, and 0%. In 2002 and 2001, the Company's  income tax
provision (benefit) was ($171,000) and $20,000 on a pre-tax loss of $6.8 million
and $1.1 million, respectively.



Forward-Looking Statements

      The Company believes certain statements contained in this Annual Report on
Form  10-K  which  are  not   statements  of  historical   fact  may  constitute
forward-looking  statements  within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended, including,  without limitation, the statements
specifically  identified  as  forward-looking  statements  in this Form 10-K. In
addition,  the Company  believes  certain  statements  in future  filings by the
Company with the  Securities  and Exchange  Commission,  in the Company's  press
releases,  and in oral  statements made by or with the approval of an authorized
executive  officer of the Company,  which are not statements of historical fact,
may  constitute  forward-looking  statements  within  the  meaning  of the  Act.
Examples  of  forward-looking  statements  include,  but are not  limited to (i)
projections  of revenues,  income or loss,  earnings or loss per share,  capital
expenditures,  the payment or  non-payment of dividends,  capital  structure and
other financial items, (ii) statements of plans and objectives of the Company or
its management or Board of Directors,  including plans or objectives relating to
the products or services of the Company,  (iii)  statements  of future  economic
performance,  and (iv)  statements  of  assumptions  underlying  the  statements
described in (i), (ii) and (iii). These forward-looking statements involve risks
and  uncertainties,  which may cause actual  results to differ  materially  from
those  anticipated  in such  statements.  The  following  discussion  identifies
certain  important  factors that could affect the Company's  actual  results and
actions and could cause such  results or actions to differ  materially  from any
forward-looking  statements  made by or on behalf of the Company  that relate to
such results or actions.  Other factors,  which are not identified herein, could
also have such an effect.

Other Matters

      With respect to  statements  in Item 3 regarding the outcome of claims and
litigation,  such statements are subject to a number of risks and uncertainties,
including  without  limitation  the  difficulty of predicting the results of the
discovery process and the final resolution of ongoing claims and litigation.

      With respect to  statements  in this  Report,  which relate to the current
intentions of the Company and its  subsidiaries  or of management of the Company
and its subsidiaries, such statements are subject to change by management at any
time without notice.

General Factors


      The cautionary  statements  made pursuant to Section 21E of the Securities
Exchange Act of 1934, as amended, are made as of the date of this Report and are
subject to change.  The  cautionary  statements set forth in this Report are not
intended to cover all of the factors  that may affect the Company in the future.
Forward-looking  information  disseminated publicly by the Company following the
date of this Report may be subject to additional factors hereafter  published by
the Company.


                               FINANCIAL CONDITION

      As of December  31,  2002,  the  Company's  net  working  capital was $1.1
million, of which $550,000 was reserved on the books for estimated wind down and
dissolution cost.

      Investing  Activities  - In 2002,  all excess cash was  invested in United
States Securities.


                                       7
<PAGE>


      The Company and its directors  were named as defendants in a lawsuit filed
on January 12, 2000 in the Chancery  Court in New Castle County,  Delaware.  The
suit sought  declaratory,  injunctive  and other  relief  relating to a proposed
management  buyout of the Company.  The suit  alleges that the  directors of the
Company failed to seek bidders for the Company's  subsidiary,  Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company,  imposed  arbitrary time constraints on those making offers and favored
the  management  buyout  group's  proposal and failed to obtain  approval of the
Company's  shareholders  for the sale of certain Crouse assets.  The suit sought
certification as a class action  complaint.  The proposed  management buyout was
terminated  on February 18, 2000.  The  plaintiff  filed an amended class action
complaint  on August 9, 2000,  seeking  damages in excess of $4.50 per share for
the alleged  breaches of fiduciary  duties. A motion to dismiss a second amended
complaint was filed. The lawsuit was dismissed on or about November 1, 2002 with
stipulation  that it could be  re-filed  in the United  States  District  Court,
District of Kansas,  Kansas City,  Kansas. The lawsuit was re-filed in 2003 (see
note 10 subsequent events)

      The Company and its  directors  have been named as defendants in a lawsuit
filed on  December  7, 2001 in the United  States  District  Court,  District of
Kansas, in Kansas City, Kansas.  The suit seeks  certification as a class action
complaint.  The suit alleges  that the transfer of the assets of Crouse  Cartage
Company (a subsidiary of TransFinancial  Holdings, Inc.) violated Section 271 of
the Delaware Code insofar as the transfer  constituted  a sale of  substantially
all the assets of the Company without shareholder  approval and alleges that the
Company only obtained approximately one-half the fair market value of the assets
for no valid business reason, when 90% could have been achieved. The Company was
dismissed as a defendant in this  lawsuit.  Directors  who remain  defendants in
this case are entitled to indemnity from the Company.  The Company believes this
suit  will  not have a  material  adverse  effect  on the  financial  condition,
liquidity or results of operations of the Company.*


Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

     On April 29, 2002 the company filed a certificate of  dissolution  with the
State of Delaware, the stock transfer books were closed , the stock delisted and
trading halted on the American Stock Exchange.


                                       8
<PAGE>



                        This page is intentionally blank.

                                       9
<PAGE>


Item 8.    Financial Statements and Supplementary Data



                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Shareholders of TransFinancial Holdings, Inc.:

      We  have  audited  the   accompanying   consolidated   balance   sheet  of
TransFinancial  Holdings,  Inc. as of December 31, 2002 and 2001 and the related
consolidated statements of income, shareholders' equity, and cash flows for each
of the three  years in the period  ended  December  31,  2002.  Our audits  also
included the  financial  statement  schedule  listed in the Index at Item 16(a).
These financial  statements and schedule are the responsibility of the Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements schedule based on our audits.

      We conducted our audits in accordance  with auditing  standards  generally
accepted in the United States.  Those standards require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of  material  misstatements.  An audit  includes  examining,  on a test
basis,  evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects,  the consolidated financial position of TransFinancial
Holdings,  Inc. as of December 31, 2002 and 2001 and the consolidated results of
their  operations and their cash flows for each of the three years in the period
ended  December 31, 2002 in  conformity  with  accounting  principles  generally
accepted in the United  States.  Also,  in our  opinion,  the related  financial
statement  schedule,   when  considered  in  relation  to  the  basic  financial
statements  taken as a whole,  presents  fairly  in all  material  respects  the
information set forth therein.

      The accompanying financial statements have been prepared assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
consolidated  financial  statements,  the Company has suffered  recurring losses
from  operations  and has  experienced  significantly  reduced  cash  flows from
operating  activities that raise substantial doubt in its ability to continue as
a going  concern.  Management's  plans  in  regard  to  these  matters  are also
described in Note 1. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.


                                          WEAVER & MARTIN, LLC

Kansas City, Missouri
September 15, 2002


                                       10
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                    December 31
                                                ---------------------
                                                   2002        2001
                                                --------     --------
                                                    (In Thousands)
                    ASSETS
Current Assets
   Cash and cash equivalents...................  $  1,087     $  1,343
   Finance accounts receivable, ...............        --      102,028
   Other current assets........................       123          344
                                                 --------     --------
      Total current assets.....................     1,210      103,715
                                                 --------     --------
Operating Property, at Cost
   Land........................................        --          192
   Structures and improvements.................        --        1,018
Other operating property.......................       104        1,030
                                                 --------     --------
                                                      104        2,240
   Less accumulated depreciation...............        96       (1,085)
                                                 --------     --------
Net operating property.........................         8        1,155
                                                 --------     --------
Intangibles, net of accumulated amortization           --        8,355
   (Note 1)
Other Assets...................................        --           99
                                                 --------     --------
                                                 $  1,218     $113,324
                                                 ========     ========
        LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
   Cash overdrafts.............................  $     --     $  1,776
   Accounts payable............................        76        5,204
   Revolving loan and other notes (Note 4).....        --       87,616
   Accrued payroll and fringes.................        --        1,002
   Other accrued expenses......................       591        1,092
                                                 --------     --------
        Total current liabilities..............       667       96,690
                                                 --------     --------
Contingencies and Commitments (Note 7).........        --           --
Shareholders' Equity (Notes 5 and 8)
   Preferred stock $0.01 par value,
      authorized 1,000,000 shares,
      none outstanding.........................        --           --
   Common stock $0.01 par value, authorized
      13,000,000 shares, issued 7,633,852
      and 7,623,852 shares.....................        76           76
   Paid-in capital.............................     6,262        6,254
   Retained earnings...........................    29,280       45,371
   Treasury stock, 4,345,561 shares, at cost...   (35,067)     (35,067)
                                                 --------     --------
      Total shareholders' equity...............       551       16,634
                                                 --------     --------
                                                 $  1,218     $113,324
                                                 ========     ========

           The accompanying notes to consolidated financial statements
                 are an integral part of these balance sheets.

                                       11
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>

                                                                Year Ended December 31
                                                        ------------------------------------
                                                         2002          2001           2000
                                                        ------        -------        -------
                                                      (In Thousands, Except Per Share Amounts)
<S>                                                     <C>            <C>            <C>

Interest and Servicing Revenue...................       $  4,147       $12,357        $  9,742
Fee Revenue......................................             --         3,171           2,801
Other............................................             39           135             178
                                                        --------       -------        --------
      Total operating revenue....................          4,186        15,663          12,721
                                                        --------       -------        --------

Operating Expenses
   Salaries, wages and employee benefits.........            984         3,863           3,042
   Interest and securitization costs (Note 4)....            797         4,349           5,439
   Operating supplies and expenses...............          1,640         2,487           3,136
   Provision for credit losses...................            595         2,400           1,366
Insurance and claims.............................            219           117             178
Depreciation and amortization....................             72           770             816
                                                        --------       -------        --------
Total operating expenses.........................          4,307        13,986          13,977
                                                        --------       -------        --------

Operating Income (Loss)..........................           (121)        1,677          (1,256)
                                                        --------       -------        --------

Nonoperating Income (Expense)
   Interest income...............................             33           158               8
   Interest expense..............................            (51)          (55)           (123)
Other, net.......................................             28          (109)            651
                                                        --------       -------        --------
Total nonoperating income (expense)..............             10            (6)            536
                                                        --------       -------        --------

Income (Loss) Before Income Taxes................           (111)        1,671            (720)
Income Tax Provision (Benefit) (Note 6)..........           (171)           20             (51)
                                                        --------       -------        --------
Income (Loss) from Continuing Operations                      60         1,651            (669)
                                                        --------       -------        --------

Discontinued Operations (Note 2).................             --            --         (12,900)
Income Tax Provision (Benefit) (Note 4)..........             --            --
                                                        --------       -------        --------
Income (Loss)from Discontinued Operations
        (Note 2) ................................             --            --         (12,900)
Extraodinary Gain on Sale (Note 1)...............          1,141            --              --
Goodwill Impairment (Note 1).....................         (7,838)           --              --
Loss on Closure of Discontinued Operations.......           (203)       (2,894)         (9,100)
                                                        --------       -------        --------
Net Income (Loss)................................       $ (6,840)      $(1,243)       $(22,669)
                                                        ========       =======        ========

Basic and Diluted Earnings (Loss) Per Share of
Continuing Operations............................       $   0.02       $  0.50        $  (0.20)
                                                        ========       =======        ========
Basic and Diluted Earnings (Loss) Per Share of
Discontinued Operations..........................       $  (0.06)      $ (0.88)       $  (6.71)
                                                        ========       =======        ========
Basic and Diluted Earnings (Loss) Per Share from
   Extraordinary Gain............................       $   0.35       $    --        $     --
                                                        ========       =======        ========
Basic and Diluted Earnings (Loss) Per Share from
   Goodwill Impairment...........................       $  (2.39)      $    --        $     --
                                                        ========       =======        ========
Basic and Diluted Earnings (Loss) Per Share......       $  (2.08)      $ (0.38)       $  (6.91)
                                                        ========       =======        ========

Basic Average Shares Outstanding.................          3,288         3,278           3,278
                                                        ========       =======        ========
Diluted Average Share Outstanding................          3,288         3,288           3,278
                                                        ========       =======        ========
</TABLE>

   The accompanying notes to consolidated financial statements are an integral
                           part of these statements.

                                       12
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                               Year Ended December 31
                                                        ------------------------------------
                                                         2002          2001           2000
                                                        ------        -------        -------
                                                      (In Thousands, Except Per Share Amounts)
<S>                                                     <C>            <C>           <C>
Cash Flows From Operating Activities-
   Net Loss......................................       $  (6,840)     $  (1,243)    $ (22,669)
   Adjustments to reconcile net loss to
   net cash generated by operating activities-
      Depreciation and amortization..............              72            770           816
      Debt cost amortization.....................              38            166           365
      Extraordinary Gain on Sale.................          (1,141)             0             0
      Goodwill Impairment........................           7,838              0             0
      Provision for credit losses................             595          2,400         1,366
      Deferred tax provision.....................              --             --            --
      Other   ...................................             (10)           133            --
      Net increase (decrease) from change in
      working capital items affecting operating
      activities-
        Accounts Receivable......................         (15,260)       (23,483)       (3,132)
        Accounts Payable.........................            (211)         2,893          (168)
        Other....................................          (1,016)          (763)       (1,148)
        Loss from and on discontinued
           operations............................              --          2,894        22,000
                                                        ----------     ----------    ----------

                                                          (15,935)       (14,707)       (2,570)
                                                        ----------     ----------    ----------

Cash Flows From Investing Activities-
      Cash from (to)discontinued operations.......             --         (6,394)         (613)
      Purchase of operating property..............            (10)           (79)          (93)
      Sale of UPAC................................         13,281             --            --
      Net sales/repurchase of accounts
        receivables, net..........................             --             --       (63,875)
      Other.......................................             (1)           284           (37)
                                                        ----------     ----------    ----------
                                                           13,270         (6,189)      (64,618)
                                                        ----------     ----------    ----------
Cash Flows From Financing Activities-
      Line of credit borrowings, net..............         10,381         21,366        66,250
      Cash overdrafts.............................          1,271            615           112
      Liquidating dividend........................         (9,243)            --            --
      Other.......................................             --             --             8
                                                       -----------    -----------    ----------
                                                            2,409         21,981        66,370
                                                       -----------    -----------    ----------

Net Increase (Decrease) in Cash and
      Cash Equivalents............................           (256)         1,085          (818)
Cash and Cash Equivalents:
      Beginning of period.........................          1,343            258         1,076
                                                       -----------    -----------    ----------
      End of period...............................     $    1,087     $    1,343     $     258
                                                       ===========    ===========    ==========

</TABLE>

           The accompanying notes to consolidated financial statements
                   are an integral part of these statements.

                                       13
<PAGE>

                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY


<TABLE>
<CAPTION>
                                                                                                          Total
                                                                                                          Share-
                                          Common          Paid-In       Retained         Treasury        holders'
                                           Stock          Capital       Earnings           Stock          Equity
                                          ------          -------       --------         --------        --------
                                                                     (In Thousands)

<S>                                     <C>             <C>           <C>             <C>              <C>

Balance at December 31, 1999...........       76            6,104         69,283         (35,067)         40,396
                                        --------        ---------     -----------     -----------      ----------

Net loss...............................       --               --        (22,669)             --         (22,669)
Issuance of shares under Deferred
    Compensation Arrangements..........       --              143             --              --             143
Issuance of shares under
    Incentive Stock Plan...............       --                7             --              --               7


Balance at December 31, 2000...........       76            6,254         46,614         (35,067)         17,877
                                        --------        ---------     -----------    ------------      ----------

Net loss ..............................       --               --         (1,243)             --          (1,243)
                                        --------        ---------     -----------    ------------      ----------


Balance at December 31, 2001...........       76            6,254         45,371         (35,067)         16,634
                                        --------        ---------     -----------    ------------      ----------
Net Loss ..............................       --               --         (6,840)             --          (6,840)
Liquidating Dividend paid under the
    Shareholder approved Plan of
    Complete Liquidation...............       --               --         (9,243)             --          (9,243)
                                        --------        ---------     -----------    ------------      ----------
Balance at December 31, 2002........... $     76        $   6,262     $   29,280     $   (35,067)      $     551
                                        ========        =========     ===========    ============      ==========

</TABLE>




           The accompanying notes to consolidated financial statements
                   are an integral part of these statements.



                                       14
<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1. Summary of Significant Accounting Policies

      Principles  of  Consolidation  - The  consolidated  financial  statements
include  TransFinancial  Holdings,  Inc.  and its  subsidiary  companies  ("the
Company"  or  "TransFinancial").   TransFinancial's  subsidiaries  include  TFH
Logistics &  Transportation  Services,  Inc. ("TFH L&T") and its  subsidiaries,
Crouse   Cartage   Company   ("Crouse")   and   Specialized   Transport,   Inc.
("Specialized")(see  Note 2 for  Discontinued  Operations),  Universal  Premium
Acceptance  Corporation and its affiliate,  UPAC of California,  Inc. (together
"UPAC"),  and  Presis,   L.L.C.   ("Presis").   All  significant   intercompany
accounts and transactions have been eliminated in consolidation.

      Going Concern - On September 14, 2001, the Board of Directors  unanimously
approved a plan of liquidation  for the Company.  Under the plan of liquidation,
the  Company  will sell all of its  assets,  and after  paying off its debts and
setting aside required reserves will distribute the remaining proceeds as one or
more liquidating dividends.  On January 22, 2002, shareholders approved the Plan
of Complete  Liquidation of the Company and the sale of UPAC. The Company closed
the sale of UPAC on April 19, 2002 with an effective  date of April 1, 2002. The
Company filed a Certificate of Dissolution with the Delaware  Secretary of State
on April 29, 2002 and the  Company's  Common Stock ceased  trading on such date.
The liquidation of all remaining Company assets is substantially  complete.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.

      Accounting  for  the  Impairment  of  Long-Lived   Assets  -  The  Company
periodically reviews its long-lived assets and associated  intangible assets and
has determined  that the carrying amount of these assets may not be recoverable.
Therefore,  in  conjunction  with  the  sale of UPAC  and  the  dissolution  and
liquidation of the company the entire amount has been written off.

      In July 2001,  the FASB  issued  Statement  No.  142,  Goodwill  and Other
Intangible  Assets.  Statement  142,  effective  January 1, 2002,  requires that
goodwill  and  intangible  assets  with  indefinite  useful  lives no  longer be
amortized,  but instead be tested for impairment at least annually.  The Company
has deemed that $7.8 million of goodwill  recorded on its books  related to UPAC
is impaired based upon the purchase  agreement with outside  investors for UPAC.
The goodwill  impairment  is shown on the  Statement of Income and  Statement of
Cash Flows as a non-operating loss.

  Pro-Forma Financial Disclosure - Goodwill and Intangible Asset Adoption of
                                  Statement 142

                                               For the Year Ended December 31,

                                             2002         2001          2000
                                             ----         ----          ----

      Income from Continuing Operations   $     60    $   1,651    $     (669)
      Add back: Goodwill Amortization           --          548           548
                                          --------    ---------    ----------
      Adjusted Income (Loss) from
            Continuing Operations               60        2,199          (121)

      Loss from Discontinued Operation        (203)      (2,894)      (22,000)

      Extraordinary Gain on Sale             1,141           --            --

      Goodwill Impairment                   (7,838)          --            --
                                          --------    ---------    ----------

      Adjusted Net Income (Loss)          $ (6,840)   $    (695)   $  (22,121)
                                          ========    =========    ==========




                                       15

<PAGE>



      Basic and Fully Diluted Earnings (Loss) Per Share:

           Continuing Operations          $  0.02     $   0.50     $   (0.20)
           Goodwill Amortization               --         0.17          0.16
           Discontinued Operations          (0.06)       (0.88)        (6.71)
           Extraordinary Gain                0.35           --            --
           Goodwill Impairment              (2.39)          --            --
                                          --------    ---------    ----------

      Adjusted Net Income (Loss)          $ (2.08)    $  (0.21)    $   (6.75)
                                          ========    =========    ==========


      Recognition of Revenue - Finance  charges on premium  finance  receivables
are recognized when earned under applicable state regulations using methods that
approximate  the  interest  method.  Recognition  of earned  finance  charges on
delinquent  accounts is suspended when it is determined that  collectibility  of
principal  and  interest is not  probable.  Interest on  delinquent  accounts is
recognized  when  collected.  Gains  on  sale of  receivables  under  the  prior
securitization  agreement was recorded when the  receivables  are sold (See Note
4). Late fees and other ancillary fees are recognized when chargeable.  Accounts
are generally charged off when deemed  uncollectible.  Recoveries of charged off
accounts are recognized when collected.

      The Company and UPAC had entered into a  securitization  agreement  with a
financial  institution  whereby  undivided  interests  in a  designated  pool of
accounts   receivable  can  be  transferred  on  an  ongoing  basis.  Under  the
securitization  agreement UPAC recognized  gains on sales of receivables.  These
gains  are  shown as  service  revenue  on the  accompanying  income  statement.
Effective May 26, 2000, the securitization agreement was assigned to and assumed
by a new financial institution.  UPAC and APR Funding amended the securitization
agreement that resulted in a discontinuation of the prior gain on sale treatment
of receivables.  This change in accounting  treatment had no effect on the total
earnings  recognized  over the term of each  finance  contract  or the cash flow
received  by UPAC on each  contract.  The  timing of  earnings  recognition  was
altered by the accounting  change.  The non-cash effect on operating revenue and
operating  income from the change in gain on sale treatment of receivables was a
negative charge to earnings of $768,000 in 2000.



      Special  Purpose Entity - APR Funding  Corporation is a 100% owned special
purpose entity  ("SPE") of UPAC. The sole purpose of APR Funding  Corporation is
to provide  credit  enhancement  to UPAC in its loan agreement used to originate
finance agreements. The SPE has been formed to provide bankruptcy remote status.
Effective May 26, 2000, all receivables and debt balances related to the SPE are
shown  on the  consolidated  financial  statements.  Prior  to  this  date,  the
receivables  were  accounted for as sold  receivables  and followed gain on sale
accounting  treatment under FAS 125,  Accounting for Transfers and Servincing of
Financial  Assets and  Extinguishment  of Liabilities.  At December 31, 1999 off
balance sheet finance receivables deemed to be sold were $63.9 million.



      Segment  Information  - The  Company has adopted  Statement  of  Financial
Accounting  Standards  ("SFAS")  No.  131,  "Disclosures  about  Segments  of an
Enterprise  and Related  Information."  The adoption of this  statement  did not
require  significant  changes in the way the Company's  segments were disclosed.
TransFinancial  operated in the financial services industry thru March 31, 2002.
The  Company   discontinued   its   transportation   operations   during   2000.
TransFinancial  operated as an insurance  premium  finance  company through UPAC
through March 31, 2002. The Company provides  short-term  secured  financing for
commercial and personal insurance premiums through insurance agencies throughout
the United States.  Approximately 50% of the insurance premiums financed by UPAC
are placed through insurance agencies in California,  Illinois,  Florida, Texas,
Missouri and Minnesota.  Information  regarding the Company's  industry segments
for the  years  ended  December  31,  2002,  2001,  and 2000 is as  follows  (in
thousands):


                                       16

<page>

<TABLE>
<CAPTION>


                                                         Operating   Depreciation
                                           Operating      Income          and            Capital       Total
                                           Revenues       (Loss)     Amortization       Additions      Assets
                                        -------------  ---------  ----------------    -------------   ---------
<S>                               <C>        <C>         <C>                <C>            <C>          <C>

Financial Services                2002        4,147        1,123               23              7             --
                                  2001       15,637        2,319              669             77        111,500
                                  2000       12,686          (90)             708             31         91,023


Corporate and Other               2002           39       (1,158)              49             --          1,155
                                  2001           26         (642)             101              2          1,824
                                  2000           35       (1,166)             108             62          1,814

Total from Continuing Operations  2002        4,147          (35)              72              7
1155
                                  2001       15,663        1,677              770             79        113,324
                                  2000       12,721       (1,256)             816             93         92,837


Transportation (Discontinued
     Operations)                  2002           --         (104)              --             --             63
                                  2001           --       (2,894)               0              0             47
                                  2000      111,445      (22,000)           3,105          3,434          8,268


Consolidated Continuing
     Operations                   2002        4,186         (111)              72              7          1,218
and Discontinued Operations       2001       15,663       (1,217)             770             79        113,371
                                  2000      124,166      (23,256)           3,921          3,527        101,105
</TABLE>


         Depreciation - Depreciation is computed using the straight-line method
and the following useful lives:

    Structures and Improvements...............................    19 - 39 years
    Other Operating Property..................................     2 - 10 years


      Income Taxes - The Company  accounts for income taxes in  accordance  with
the  liability  method.  Deferred  income  taxes are  determined  based upon the
difference  between  the book  and the tax  basis of the  Company's  assets  and
liabilities. Deferred taxes are provided at the enacted tax rates expected to be
in effect when these differences reverse.

      Cash  Equivalents - The Company  considers  all highly liquid  investments
purchased  with  maturity of three  months or less to be cash  equivalents.  The
Company  maintains  cash and  cash  equivalents  with  various  major  financial
institutions.  At times such amounts may exceed the F.D.I.C. limits. The Company
believes that no significant concentration of credit risk exists with respect to
cash and cash equivalents.

Disclosures  about Fair Value of Financial  Instruments - The following  methods
and  assumptions  are used to estimate the fair value of each class of financial
instruments:

     a.   Cash Equivalents - The carrying amount approximates fair value because
          of the short maturity of these instruments.

     b.   Finance Accounts  Receivable - The carrying amount  approximates  fair
          value because of the short maturity of these instruments.

     c.   Revolving Loan and Other Notes - The carrying amount approximates fair
          value as the debt bears interest at a variable market rate.

      Pervasiveness  of Estimates - The  preparation of financial  statements in
conformity with generally accepted accounting  principles requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues and expenses during the reporting periods.  Actual results could differ
from those estimates.

                                       17
<PAGE>


      Intangible  Assets  and  Accumulated  Amortization  -  Intangible  assets,
consisting primarily of goodwill and intangibles recorded in connection with the
acquisition of insurance  premium finance  companies were totally written off in
conjunction with the sale of the premium finance operations.

2.    Discontinued Operations

      On September  16,  2000,  the Company  ceased  operations  of Crouse,  its
less-than-truckload  motor  carrier  subsidiary,  as a result of its  continuing
operating losses. The Company continued to operate Specialized  Transport,  Inc.
("Specialized"), its truckload motor carrier subsidiary until December 16, 2000.
Prior to Crouse's  closure,  approximately  33% of  Specialized's  revenues were
received from Crouse for providing  linehaul  transportation  between terminals.
Specialized  was in the  process  of  securing  additional  freight  to  replace
revenues  previously  received  from Crouse when its  insurance  coverages  were
revoked and it was forced to close its operation.

      The Company has substantially  completed the liquidation of the Crouse and
Specialized assets for distribution to its secured and unsecured  creditors.  An
independent  "Advisory Committee" of creditors was formed for each of Crouse and
Specialized  to  provide   advice  and  oversight  to  management   during  this
liquidation process.  Crouse has closed on the bulk sale of all of its tractors,
trailers,  other  equipment  and  real  property.  The  collection  of  accounts
receivable  and   liquidation  of  the  assets  of  Crouse  and  Specialized  is
substantially complete. The proceeds of asset liquidations have allowed the full
payment of the secured claims and a partial  distribution to priority  creditors
of Crouse and, in the case of Specialized,  full payment of priority  creditors.
Proceeds from asset  liquidation  were  insufficient to satisfy in excess of $17
million of the general unsecured creditors' claims.* All remaining assets (which
approximate  $50,000) are reserved for the administrative  costs associated with
the closure of these  companies.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.*


3.    Employee Benefit Plans

UPAC Plans

      Effective June 1, 1995, the Company  established a 401(k) Savings Plan and
a Money Purchase  Pension Plan,  both of which are defined  contribution  plans.
Employees of UPAC and  TransFinancial  are eligible to  participate in the plans
after they attain age 21 and complete one year of employment.

      Participants  in the  401(k)  Savings  Plan may  defer up to 13% of annual
compensation.  The  Company  matches  50% of the  first  10%  deferred  by  each
employee.   Company  contributions  vest  after  five  years.  Company  matching
contributions  in 2001 and 2000 were $49,000 and $52,000.  Effective  January 1,
2002,  the  Company  contributions  vest after  three  years to comply  with new
Federal regulations.

      Under the Money Purchase Pension Plan, the Company  contributes 7% of each
eligible  employee's annual compensation plus 5.7% of any compensation in excess
of the Social Security wage base.  Company  contributions  in 2001 and 2000 were
$111,000 and $128,000.

Transfinancial's participation in the UPAC plans was terminated with the sale of
the financial  services  business.  Transfinancial  did not provide any employee
benefits in 2002.

Non-Union Pension Plan

      TFH L&T had a defined  contribution  pension plan ("the  Non-Union  Plan")
providing  for  a  mandatory  Company   contribution  of  5%  of  annual  earned
compensation of the non-union employees.  Additional discretionary contributions
may be made depending upon the profitability of TFH L&T. Any discretionary funds
contributed  to the Non-Union Plan were invested 100% in  TransFinancial  Common
Stock. This plan has been terminated.

401(k) Plan

      Effective  January 1, 1990, TFH L&T established a salary deferral program
under  Section  401(k)  of the  Internal  Revenue  Code.  To date,  participant
contributions   to  the  401(k)  plan  have  not  been   matched  with  Company
contributions. All

                                       18
<PAGE>


employees  of TFH L&T are  eligible  to  participate  in the 401(k)  plan after
they attain age 21 and complete one year of  qualifying  employment.  This plan
has been terminated

Stock Option Plans

      A Long-Term  Incentive  Plan adopted in 1998 ("1998  Plan")  provides that
options for shares of TransFinancial  Common Stock be granted to directors,  and
that options and other  shares may be granted to officers  and other  employees.
All such option  grants are at or above fair market  value at the date of grant.
Options granted generally become exercisable  ratably over two to five years and
remain  exercisable  for ten years  from the date of grant.  Initially,  600,000
shares were reserved for issuance  pursuant to the 1998 Plan. As of December 31,
2002, 272,900 shares were available for grant pursuant to the 1998 Plan.

      An Incentive Stock Plan was adopted in 1992 ("1992 Plan"),  which provides
that  options  for shares of  TransFinancial  Common  Stock  shall be granted to
directors, and may be granted to officers and key employees at fair market value
of the stock at the time such options are granted. Initially,  500,000 shares of
TransFinancial  common stock were  reserved  for  issuance  pursuant to the 1992
Plan.  As of December 31, 2002,  options for 126,480  shares were  available for
grant  pursuant to the 1992 Plan.  These options  generally  become  exercisable
ratably  over two to five  years and remain  exercisable  for ten years from the
date of grant.

    As  prescribed  for in the  approved  plan  of  liquidation,  a  liquidating
dividend  in the  amount  of  $364,951  was  paid  to  the  holders  of  306,650
in-the-money stock options.

4.    Financing Agreements

Securitization of Receivables/Loan Agreements

      In December 1996, UPAC and  TransFinancial  entered into a  securitization
agreement whereby  undivided  interests in a designated pool of finance accounts
receivable  can be  sold on an  ongoing  basis.  Effective  May  26,  2000,  the
securitization  agreement  was  assigned  to  and  assumed  by a  new  financial
institution.  UPAC and APR Funding amended the securitization agreement with the
new financial institution increasing the maximum allowable amount of receivables
to be sold under the new  agreement  to $80 million,  extending  the term of the
agreement by five years with annual  liquidity  renewals  and  amending  certain
covenants.  On August 31, 2000, UPAC and APR Funding Corporation executed a Loan
and Security Agreement with the same financial institution under essentially the
same terms as the securitization  agreement. UPAC and APR Funding borrowed under
a revolving loan  arrangement with maturities from 1 to 270 days. The loan bears
interest at commercial  paper rates plus program fees. On August 17, 2001,  UPAC
amended the Loan and Security Agreement to increase the facility to $100 million
under essentially the same terms as the prior agreement.

      Among other things, the terms of the agreement required UPAC to maintain a
minimum  tangible net worth of $10.0 million plus 25% of cumulative  net income,
contain  restrictions  on the  payment of  dividends  by UPAC to  TransFinancial
without prior consent of the financial  institution  and required the Company to
report any material adverse changes in its financial condition. The terms of the
loan  agreement  required  UPAC to maintain a reserve at  specified  levels that
serves as collateral.

Transfinancial's obligation on this securitization agreement terminated with the
sale of UPAC effective April 1, 2002.

5.    Common Stock and Earnings Per Share

Earnings Per Share

      Because of the Company's simple capital structure, income (loss) available
to common  shareholders is the same for the basic and diluted earnings per share
computations. Such amounts were $(6,840,000), $(1,243,000) and $(22,669,000) for
2002, 2001 and, 2000.  Following is a  reconciliation  of basic weighted average
common shares outstanding,  weighted average common shares outstanding  adjusted
for the dilutive  effects of outstanding  stock  options,  and basic and diluted
earnings per share for each of the periods  presented (in thousands,  except per
share amounts).

                                       19
<PAGE>

<TABLE>
<CAPTION>

                                        2002                 2001               2000
                                    -----------------  -----------------    --------------
                                            Per Share          Per Share            Per Share
                                    Shares  Amounts    Shares  Amounts      Shares  Amounts
<S>                                 <C>     <C>        <C>     <C>          <C>     <C>

Basic earnings (loss)
  per share.............            3,288   $(2.08)    3,278   $(0.38)       3,278  $ (6.91)
                                            ======             ======               =======
Plus incremental shares
  from assumed conversion of
  stock options and stock grants        0                 10                     0
                                    -----              -----                 -----
Diluted earnings (loss)
  per share.............            3,288   $(2.00)    3,288   $(0.38)       3,278  $ (6.91)
                                    =====   ======     =====   ======        =====  =======

</TABLE>




6.    Income Taxes

      Deferred  tax assets  (liabilities)  are  comprised  of the  following  at
December 31 (in thousands):
                                             2002      2001
                                             ----      ----
Deferred Tax Assets:
   Employee benefits..............         $    --   $   200
   Claims accruals and other......             220       927
   Allowance for credit losses....              --       710
   Net operating loss carryforwards          9,128    10,476
   Alternative minimum tax and other
      credits.....................             754       754
                                            ------   -------
Total gross deferred tax assets...          10,112    13,067
Less valuation allowance..........         (10,136)  (12,734)
                                            ------   -------
Net deferred tax assets...........             (24)      333
                                            ------   -------

Deferred Tax Liabilities:
   Operating property, principally
      due to differences in depreciation
   Amortization of intangibles....              24        61
--      (394)
                                            ------   -------
Total gross deferred tax liabilities            24      (333)
                                            ------   -------

Net deferred tax..................          $    -    $    -
                                            ======   =======



      In 2002 and  2001,  the  Company  assessed  the  likelihood  that all or a
portion  of its  deferred  tax assets  would not be  realized.  Such  assessment
included consideration of positive and negative factors, including the Company's
current financial  position and results of operations,  projected future taxable
income and available tax planning strategies. As a result of such assessment, it
was determined that it was more likely than not that the net deferred tax assets
will not be realized.  Therefore,  the Company recorded a valuation allowance of
$(2,598,000) and $403,000 in its deferred income tax provision in 2002 and 2001,
respectively.

      At December 31, 2002, the Company had  approximately  $22.8 million of net
operating loss carryforwards that were available for Federal income tax purposes
and expire in 2018 through 2022. At December 31, 2002,  the Company had $754,000
of alternative minimum tax and other credit  carryforwards  available,  which do
not expire.  As noted  above,  the  carryforwards  of net  operating  losses and
alternative  minimum tax  credits  may not be  realized.  The  Internal  Revenue
Service

                                       20
<PAGE>


("IRS") has examined the Company's 1994 through 1996 tax returns. In April 1998,
the  Company  and the IRS  settled  all issues for tax years 1994  through  1996
within the tax reserves that the Company made  provision  for in 1997.  The UPAC
Group  was  allocated  $5.5  million  of NOL on the  sale of  stock  to  outside
investors.

      The following is a reconciliation of the Federal statutory income tax rate
to the effective income tax provision (benefit) rate:

                                              2002      2001     2000
                                             ------   -------   ------
      Federal statutory income tax rate      (35.0)%  (35.0)%   (35.0)%
      State income tax rate, net........      (4.5)    (4.5)     (4.6)
      Amortization of non-deductible
        acquisition intangibles.........      14.4      8.3       0.4
      Non-deductible meals and
        entertainment...................        --      0.5        --
      Change in valuation allowance.....      22.9     29.8      40.3
      Other  ...........................        --      2.8      (1.3)
                                             ------   -------   ------
      Effective income tax rate.........      (2.2)%    1.9%     (0.2)%
                                             ======   =======   ======


      The  components  of the income tax  provision  (benefit)  consisted of the
following (in thousands):

                                          2002     2001     2000
                                        -------  -------  -------
Current:
   Federal..........................    $  (153) $    --  $   (61)
   State............................        (18)      20       10
                                        -------  -------  -------
      Total.........................       (171)      20      (51)
                                        -------  -------  -------

Deferred:
   Federal..........................      2,078     (272)  (7,308)
   State............................        520      (91)  (1,827)
Change in valuation allowance.......     (2,598)     363    9,135
                                        -------  -------  -------
      Total.........................          -        -       --
                                        -------  -------  -------

Total income tax provision (benefit)    $  (171) $    20  $   (51)
                                        =======  =======  =======

7. Contingencies and Commitments


      The Company and its directors  were named as defendants in a lawsuit filed
on January 12, 2000 in the Chancery  Court in New Castle County,  Delaware.  The
suit sought  declaratory,  injunctive  and other  relief  relating to a proposed
management  buyout of the Company.  The suit  alleges that the  directors of the
Company failed to seek bidders for the Company's  subsidiary,  Crouse, failed to
seek bidders for its subsidiary, UPAC, failed to actively solicit offers for the
Company, imposed arbitrary time constraints on those making offers and favored a
management  buyout  group's  proposal  and  failed  to  obtain  approval  of the
Company's  shareholders  for the sale of certain Crouse assets.  The suit sought
certification as a class action  complaint.  The proposed  management buyout was
terminated  on February 18, 2000.  The  plaintiff  filed an amended class action
complaint  on August 9, 2000,  seeking  damages in excess of $4.50 per share for
the alleged breaches of fiduciary duties. This lawsuit was dismissed on or about
November 1, 2002 with the stipulation that it could be re-filed in Kansas.  (See
Note 10)

      The Company and its  directors  have been named as defendants in a lawsuit
filed on  December  7, 2001 in the United  States  District  Court,  District of
Kansas, in Kansas City, Kansas.  The suit seeks  certification as a class action
complaint.  The suit alleges  that the transfer of the assets of Crouse  Cartage
Company (a subsidiary of TransFinancial  Holdings, Inc.) violated Section 271 of
the Delaware Code insofar as the transfer  constituted  a sale of  substantially
all the assets of the Company without shareholder  approval and alleges that the
Company only obtained approximately one-half the fair market value of the assets
for no valid business reason, when 90% could have been achieved. The Company was
dismissed as a defendant in this  lawsuit.  Directors  who remain  defendants in
this case are entitled to indemnity from the Company.

                                       21

<PAGE>


8.  Shareholder Rights Plan

      On February 18, 1999,  the Board of Directors  authorized the amendment of
the previously  adopted  Shareholder Rights Plan by which the Board of Directors
declared a dividend  distribution of one Preferred Stock Purchase Right for each
outstanding share of TransFinancial Common Stock.

      Under the Shareholder  Rights Plan, Rights were issued on July 27, 1998 to
shareholders  of  record as of that date and will  expire in ten  years,  unless
earlier redeemed or exchanged by the Company. The distribution of Rights was not
taxable to the Company or its shareholders.

      The Rights become  exercisable only if a person or entity is an "Acquiring
Person" (as defined in the Plan) or announces a tender offer,  the  consummation
of which would  result in any person or group  becoming an  "Acquiring  Person."
Each Right  initially  entitles  the holder to purchase one  one-hundredth  of a
newly  issued  share of Series A  Preferred  Stock of the Company at an exercise
price of $50.00. If, however,  a person or group becomes an "Acquiring  Person",
each Right will  entitle  its  holder,  other than an  Acquiring  Person and its
affiliates, to purchase, at the Right's then current exercise price, a number of
shares of the Company's  common stock having a market value of twice the Right's
exercise price.

      In addition,  if after a person or group becomes an Acquiring Person,  the
Company is acquired in a merger or other business  combination  transaction,  or
sells 50% or more of its assets or earning  power,  each Right will  entitle its
holder, other than an Acquiring Person and its affiliates,  to purchase,  at the
Right's  then  current  exercise  price,  a number of  shares  of the  acquiring
company's  common  stock  having a market value at the time of twice the Right's
exercise price.

  Under the  Shareholder  Rights Plan,  an  "Acquiring  Person" is any person or
entity which, together with any affiliates or associates,  beneficially owns 15%
or more of the  shares of Common  Stock of the  Company  then  outstanding.  The
Shareholder  Rights Plan contains a number of exclusions  from the definition of
Acquiring  Person.  The Shareholders  Rights Plan will not apply to a Qualifying
Offer,  which is a cash  tender  offer to all  shareholders  satisfying  certain
conditions  set forth in the Plan.  The Company's  Board of Directors may redeem
the Rights at any time prior to a person or entity becoming an Acquiring Person.

9.    Related Party Transactions

  The Company has engaged  Timothy P.  O'Neil,  the former  president of TFH, as
independent  contractor  to  assist  in the  wind  down  of  the  transportation
operations  and such other  duties as the board of TFH may  assign.  Mr.  O'Neil
earned $139,300 in compensation from TFH as an independent contractor in 2002.

10.   Subsequent Events

   On February  28, 2003 the  lawsuit  originally  filed on January 12, 2000 and
amended on August 9, 2000 in the Chancery Court in New Castle  County,  Delaware
and  dismissed  on November 1, 2002 was  re-filed in the United  State  District
Court, District of Kansas in Kansas City, Kansas. The suit seeks relief relating
to a  proposed  management  buyout  of the  Company  and the sale of the  Crouse
assets.  The suit  alleges  that the  directors  of the  Company  failed to seek
bidders for the  Company's  subsidiary,  Crouse,  failed to seek bidders for its
subsidiary,  UPAC,  failed to actively  solicit offers for the Company,  imposed
arbitrary  time  constraints  on those  making  offers and favored a  management
buyout  group's  proposal  and  failed  to  obtain  approval  of  the  Company's
shareholders for the sale of certain Crouse assets. The suit seeks certification
as a class action  complaint.  The proposed  management buyout was terminated on
February 18,  2000.  The Company has filed a motion to dismiss a portion of this
lawsuit and intends of vigorously  defend.  Directors who are defendants in this
case are entitled to indemnity from the Company.  The Company believes this suit
will not have a material adverse effect on the financial condition, liquidity or
results of operations of the Company.

                                       22

<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

                       SUPPLEMENTAL FINANCIAL INFORMATION
                           December 31, 2002 and 2001


Summary of Quarterly Financial Information (Unaudited):




      The following table sets forth selected  unaudited  financial  information
for each quarter of 2002 and 2001 (in thousands, except per share amounts).

<TABLE>
<CAPTION>

                                                                            2002
                                                -------------------------------------------------------------------
                                                  First         Second          Third         Fourth         Total
                                                ----------      ---------       ------        ------        -------
<S>                                               <C>           <C>             <C>           <C>           <C>

Revenue....................................       $  4,147      $     --        $   --        $   --        $   4147
Operating Income (Loss)....................            630          (757)            8            (2)           (121)
Nonoperating Income (Expense)..............            (36)           40             4             2              10
Net Income (Loss)..........................         (6,109)         (743)           12             0          (6,840)
Basic Earnings (Loss) per Share............          (1.86)         (.22)        (0.00)         0.00           (2.08)
Diluted Earnings (Loss) per Share..........          (1.86)         (.22)         0.00          0.00           (2.08)


                                                                            2001
                                                -------------------------------------------------------------------
                                                  First         Second          Third         Fourth         Total
                                                ----------      ---------       ------        ------        -------


Revenue....................................     $    3,586      $  3,881       $ 4,174       $ 4,022       $ 15,663
Operating Income (Loss)....................            379           321           668           309          1,677
Nonoperating Income (Expense)..............             (5)          161           (21)         (141)            (6)
Net Income (Loss)..........................         (1,686)          467           632          (656)        (1,243)
Basic and Diluted Earnings (Loss) per Share          (0.51)         0.11          0.19         (0.17)         (0.38)

</TABLE>


Item 9. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosures

      On December 19, 2000, the Company  engaged the accounting firm of Weaver &
Martin to  conduct  the  audit of the 2000  consolidated  financial  statements.
Weaver & and Martin were not  engaged to perform  reviews of the second or third
quarter  filing on Form 10-Q for 2000 and no such reviews  have been  performed.
Subsequently,  Weaver & Martin were retained to perform an audit of the 1999 and
1998  consolidated   financial   statements.   Weaver  &  Martin  had  no  prior
relationship with the Company, were not consulted on accounting or audit issues,
and have not performed any consulting  work for the Company  subsequent to their
engagement.

                                      23
<PAGE>


                                    PART III


Item 10. Directors and Executive Officers of the Registrant

                            Directors of the Company

                                                                      Director
                                                                       of the
Name, Principal Occupation and                                        Company
other Directorships                                             Age    Since
------------------------------                                  ---   --------
William D. Cox                                                  60     1991
    President  and Chief  Executive  Officer of the Company
    since  August  2001,  and  Chairman  of  the  Board  of
    Directors  since  June  1997.  Mr.  Cox has  served  as
    President  of  various  family-owned,   commercial  and
    residential    construction    and   land   development
    companies  in  Wichita,   Kansas,  currently  Applewood
    Homes, Inc., from 1967 to the present.

Harold C. Hill, Jr.                                             67     1995
    Retired  as a partner of Arthur  Andersen  LLP in 1993.
    Mr.  Hill's 35 years of service with that firm included
    responsibility    as   partner   in   charge   of   the
    transportation,   financial   services  and  government
    practices  in  Kansas  City,  and  National   Technical
    Coordinator of that firm's trucking  industry  practice
    group.

Roy R. Laborde                                                  64     1991
    Vice  Chairman  of the Board of  Directors  since  June
    1997.  Chairman  of the  Board  of  Directors  from May
    1992 to June  1997.  President  of Amboy  Grain,  Inc.,
    Amboy,  Minnesota,  since  1985;  President  and  Chief
    Operating  Officer for Rapidan  Grain & Feed,  Rapidan,
    Minnesota,  from 1968 through 1988 and has continued to
    merchandise grain for that company.

Clark D. Stewart                                                63     1997
    President  and  Chief   Executive   Officer  of  Butler
    National    Corporation,    a   publicly-held   company
    headquartered  in  Olathe,   Kansas,   with  operations
    primarily  in  the  manufacture  and   modification  of
    aerospace  switching  equipment and management services
    for Indian gaming enterprises, since September 1989.


                        Executive Officers of the Company

     Name           Age            Position
----------------    ---  -----------------------------------------------

William D. Cox      60   President, Chief Executive Officer,
                         Secretary and Director


      Information  regarding Mr.Cox is provided under "Directors of the Company"
above.


Section 16(a) Beneficial Ownership Reporting Compliance

      Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended (the
"Exchange Act"), requires directors, executive officers and beneficial owners of
more than ten percent of the Common Stock to file  initial  reports of ownership
and reports of changes in ownership with the Securities and Exchange  Commission
(the  "SEC") and the  American  Stock  Exchange,  and to  provide  copies to the
Company.  Based solely on a review of the copies of such reports provided to the
Company and written

                                       24
<PAGE>


representations from the directors and executive officers,  the Company believes
that all applicable Section 16(a) filing requirements have been met.

Item 11. Executive Compensation

Compensation Committee Interlocks and Insider Participation

     The Compensation  Committee consists exclusively of non-employee  directors
appointed by resolution of the entire Board of Directors.  William D. Cox served
as a non-employee  Chairman of the Board of Directors from the 1997 Organization
Meeting of the Board of Directors  until August 2001.  Mr. Cox accepted the role
of  president  of the  Company in August 2001 and  continues  as Chairman of the
Board of Directors.

                       Summary Compensation Table

<TABLE>
<CAPTION>
                                                                            Long Term Compensation
                                          Annual Compensation                      Awards                  Payouts
                                      -----------------------------        -------------------------       -------
                                                              Other                       Securities                   All
                                                              Annual        Restricted    Underlying                   Other
Name and                                                      Compen-         Stock        Options/        LTIP        Compen-
Principal                                                     sation         Award(s)        SARs         Payouts      sation
Position                   Year    Salary       Bonus $)(2)     ($)           ($)            (#)            ($)         ($)
---------------------      ----    ------       ---------     -----------   -----------   ----------     ---------   -----------
<S>                        <C>     <C>          <C>            <C>                <C>       <C>                <C>    <C>

William D. Cox,            2002    $162,600(1)  $       0             0             0             0              0           0
President, Chief           2001    $ 21,667             0      $  7,400(4)          0             0              0           0
Executive Officer
and Secretary



Kurt W. Huffman,           2002          --            --            --            --            --             --    $375,000(3)
Former Executive
   Vice President          2001   $ 151,000     $  41,155      $  7,200           -0-           -0-            -0-    $    -0-
   of the Company and
   President and Chief     2000     145,000         3,750         7,200           -0-        50,000            -0-         -0-
   Executive Officer
   of UPAC and Presis


</TABLE>


     (1)  In2002  Mr.  Cox  was the  President  and  Chairman  of the  Board  of
          Transfinancial Holdings, Inc. companies and the only employee. Mr. Cox
          is an "at will" employee  operating as and  independent  contractor at
          the rate of $200.00 per hour.

     (2)  Except as described herein,  bonuses represent incentive  compensation
          awarded on a discretionary basis based on subjective criteria.

     (3)  Bonus  paid  to Mr.  Huffman  on the  sale of the  financial  services
          operations

     (4)  In 2001 Mr. Cox was employed as President of Transfinancial  Holdings,
          Inc. and received $7,400.00 in stock as part of his compensation.

Option Grants in Last Fiscal Year

                        Individual Grants
            ----------------------------------------   Potential Realizable
            Number of   % of Total                     Value at Assumed Annual
            Securities  Options        Exer-   Rates   of Stock Price
            Underlying  Granted to     cise    Expir-  Appreciation for
             Options    Employees in   Price   ation   Option Term
                                                       ---------------------
Name       Granted (#)  Fiscal  Year   ($/Sh)   Date   5% $)   10% ($)
----       -----------  --------------  ------  ----   ------  -------



Note: No grants were made in 2002.


                                       25
<page>

    Aggregated Option Exercises in Last Fiscal Year and FY-End Option Values

      In  connection  with the  approval  and  adoption  of the Plan of Complete
Liquidation  at the annual  Shareholders  meeting  held on January  22, 2002 the
holders  of  all  in  the  money  options  (totaling  306,650)  received,  after
deductions for the option exercise price, a net distribution of $364,952.00.

                              EMPLOYMENT AGREEMENTS

                                      NONE

  All employees working under employment agreements were terminated in 2001.

Item 12.         Security Ownership of Certain Beneficial Owners and Management

      The following  table sets forth  information as of March 31, 2003,  unless
otherwise  indicated,  with respect to the beneficial ownership of the Company's
Common Stock by (a) persons known to the Company to be  beneficial  owners of 5%
or more of the outstanding  Common Stock,  (b) executive  officers listed in the
Summary  Compensation Table, (c) directors and nominees for director and (d) all
directors and executive officers of the Company as a group.


Name of Beneficial Owners                       Amount and
(and address of beneficial owners               Nature of
other than executive officers,                  Beneficial     Percent
directors and nominees)                         Ownership(1)   of Class
------------------------------------            ------------   --------


Roy R. Laborde................................   185,365(3)       5.15%
C/o TransFinancial Holdings, Inc.
8245 Nieman Road, Suite 100
Lenexa, KS 66214

William D. Cox................................    107,00(4)       2.98%
Harold C. Hill, Jr............................    24,500(5)        .68%
Clark D. Stewart..............................    17,000(6)        .47%

Directors and executive officers as a
   group (4 persons, including the above).....   333,865          9.29%


Timothy P. O'Neil.............................   345,340(2)       9.6%
P.O. Box 15085
Lenexa, Kansas 66285


     (1) Unless otherwise indicated,  each person has sole voting and investment
power with respect to the shares listed.

     (2)  Includes  192,000  shares  subject to  exercisable  outstanding  stock
options.  Does not include 9,000 shares held in various  irrevocable  trusts for
the  benefit  of Mr.  O'Neil's  children  and  over  which he has no  voting  or
investment power.

     (3) Includes 26,150 shares subject to exercisable outstanding stock options
and 1,415 shares  owned by and  registered  in the name of his wife,  over which
they share voting power but Mrs. Laborde retains sole investment power.

     (4)  Includes  28,000  shares  subject  to  exercisable  outstanding  stock
options.

     (5) Includes  4,500 shares in the Francile Hill Revocable  Trust.  Both Mr.
Hill and Francile  Hill are trustees and each has shared  voting and  investment
power.  Also includes  20,000 shares  subject to exercisable  outstanding  stock
options.  . (6)Includes  16,000 shares subject to exercisable  outstanding stock
options.


                                       26
<PAGE>


Item 13. Certain Relationships and Related Transactions


Item 14. Controls and Procedures

         Based on an evaluation of disclosure  controls and  procedures  for the
period  ended  December  31,  2002  conducted  by our  Chief  Executive  Officer
(principal executive officer and principal financial officer) with in 90 days of
filing this Annual Report on form 10-K, we conclude that our disclosure controls
and procedures are effective.

         The company has internal  controls and procedures  regarding  financial
reporting.  Because  the  Company has only one  employee,  it has some  concerns
regarding its segregation of duties,  but does not believe such  deficiencies or
weakness are  significant  or material.  The Company has not made any changes in
internal controls in response to the evaluation.

Item 15.         Principal Accountant Fees and Services

                                                   2002          2001
                                                 --------     --------
   Audit Fees..................................  $ 45,561     $ 56,290
   Audit Related Fees .........................        --           --
   Tax Fees....................................     9,463        7,258
   All Other Fees..............................        --           --


                                     PART IV

Item 16. Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)1. Financial Statements

           Included in Item 8, Part II of this Report -

           Consolidated Balance Sheets at December 31, 2002 and 2001

           Consolidated  Statements  of Income for the years ended
              December 31, 2002, 2001 and 2000

           Consolidated  Statements of Cash Flows for the years ended
              December  31, 2002, 2001 and 2000

           Consolidated Statements of Shareholders' Equity for the years  ended
           December 31, 2002, 2001 and 2000

           Notes to Consolidated Financial Statements

           Supplemental Financial Information (Unaudited) - Summary of
             Quarterly Financial Information for 2002 and 2001

     (a)2. Financial Statement Schedules

           Included in Item 14, Part IV of this Report -

           Financial  Statement  Schedules  for the three years ended
           December  31, 2002:

       Schedule II - Valuation and Qualifying Accounts

       Other  financial  statement  schedules are omitted  either because of the
       absence of the  conditions  under which they are  required or because the
       required   information  is  contained  in  the   consolidated   financial
       statements or notes thereto.

                                       27

<PAGE>




(a)3.  Exhibits

       The following exhibits have been filed as part of this report in response
       to Item 14(c) of Form 10-K.  The  management  contracts  or  compensatory
       plans or  arrangements  required  to be filed as  exhibits  to this  form
       pursuant Item 14(c) are contained in Exhibits 10(a), 10(b), 10(d), 10(u),
       10(v), 10(w), 10(x), 10(y) and 10(z).



   Exhibit No. Exhibit Description
  -----------  ----------------------------------------------------------



         2(a)  Purchase Agreement dated November 6, 2001 between the Company and
               Commercial  Equity  Group,  Ltd.  Filed as Exhibit B to the proxy
               statement filed December 4, 2001.

         2(b)  Plan of  Complete  Liquidation.  Filed as  Exhibit A to the proxy
               statement filed December 4, 2001.

         3(a)  1998 Restated  Certificate of  Incorporation  of the  Registrant.
               Filed as Exhibit 3(a) to  Registrant's  Quarterly  Report on Form
               10-Q for the quarter ended June 30, 1998.

         3(b)  Restated  By-Laws of the  Registrant.  Filed as  Exhibit  3(b) to
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1998.

         4(a)  Specimen  Certificate of the Common Stock, $.01 par value, of the
               Registrant. Filed as Exhibit 4.3 to Registrant's Quarterly Report
               on Form 10-Q for the quarter ended June 30, 1998.

         4(b)  Certificate of  Designations of Series A Preferred  Stock,  dated
               July 15,  1998.  Filed as Exhibit 4.1 to  Registrant's  Quarterly
               Report on Form 10-Q for the quarter ended June 30, 1998.

         4(c)  First   Amended   and   Restated   Rights   Agreement,    between
               TransFinancial  Holdings, Inc. and UMB Bank, N.A., dated March 4,
               1999.  Filed as Exhibit 1 to Registrant's  Current Report on Form
               8-K dated March 5, 1999.

         10(a) Form of  Indemnification  Agreement  with Directors and Executive
               Officers. Filed as Exhibit 10(k) to Registrant's Annual Report on
               Form 10-K for the year ended December 31, 1986.

         10(b) Registrant's  1992 Incentive  Stock Plan.  Filed as Exhibit 10(j)
               to  Registrant's  Annual  Report on Form 10-K for the year  ended
               December 31, 1992.

         10(c) Stock  Purchase   Agreement  by  and  between  Universal  Premium
               Acceptance  Corporation and Oxford Bank and Trust Company,  dated
               April 29,  1998.  Filed as Exhibit 2(a) to  Registrant's  Current
               Report on Form 8-K, dated May 29, 1998.

        10(d)  Registrant's  1998  Long-Term  Incentive  Plan.  Filed as Exhibit
               10(d) to  Registrant's  Annual  Report  on Form 10-K for the year
               ended December 31, 1998.

        10(e)  Receivables   Purchase   Agreement   by  and  among  APR  Funding
               Corporation,  Universal Premium Acceptance  Corporation,  Anuhco,
               Inc.,  EagleFunding Capital Corporation,  The First National Bank
               of Boston,  dated  December 31, 1996.  Filed as Exhibit  10(j) to
               Registrant's  Annual  Report  on Form  10-K  for the  year  ended
               December 31, 1996.


                                       28
<PAGE>


        10(f)  Amendment No. 4 to  Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston,  N.A.,  dated May 29, 1998.  Filed as
               Exhibit 10(a) to  Registrant's  Current Report on Form 8-K, dated
               May 29, 1998.

        10(g)  Amendment No. 5 to  Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston, N.A., dated August 25, 1998. Filed as
               Exhibit 10.1 to  Registrant's  Quarterly  Report on Form 10-Q for
               the quarter filed September 30, 1998.

        10(h)  Amendment No. 6 to  Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston, N.A., dated September 11, 1998. Filed
               as Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q for
               the quarter ended September 30, 1998.

        10(i)  Amendment No. 7 to  Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston,  N.A.,  dated July 14, 1999. Filed as
               Exhibit 10.1 to  Registrant's  Quarterly  Report on Form 10-Q for
               the quarter ended June 30, 1999.

        10(j)  Amendment No. 8 to  Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston, N.A., dated October 8, 1999. Filed as
               Exhibit 10.1 to  Registrant's  Quarterly  Report on Form 10-Q for
               the quarter ended September 30, 1999.

       10(k)   Amendment No. 9 to  Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston, N.A., dated December 29, 1999.

       10(l)   Amendment No. 10 to Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston, N.A., dated February 23, 2000.

       10(m)   Amendment No. 11 to Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,  TransFinancial Holdings, Inc., EagleFunding Capital
               Corporation and BankBoston, N.A., dated April 27, 2000.

       10(n)   Amendment No. 12 to Receivables  Purchase  Agreement by and among
               APR   Funding    Corporation,    Universal   Premium   Acceptance
               Corporation,   TransFinancial   Holdings,  Inc  Autobahn  Funding
               Company LLC, DG Bank Deutsche  Genossenschaftsbank  AG, dated May
               25, 2000.

       10(o)   Receivables   Purchase   Agreement   by  and  among  APR  Funding
               Corporation,  Universal Premium Acceptance Corporation,  Autobahn
               Funding  Company LLC, DG Bank  Deutsche  Genossenschaftsbank  AG,
               dated  December  31,  1996 as  amended by  Amendment  Nos. 1 - 12
               thereto.

       10(p)   Loan and Security  Agreement,  dated  August 31, 2000,  among APR
               Funding  Corporation,  Universal Premium Acceptance  Corporation,
               Autobahn    Funding    Company   LLC   and   DG   Bank   Deutsche
               Genossenschaftsbank  AG.  Filed as Exhibit  10.1 to  Registrant's
               Quarterly Report on form 10-Q for the quarter ended September 30,
               2000.

                                       29

<PAGE>


     10(q)     Secured Loan  Agreement by and between  Bankers  Trust Company of
               Des Moines,  Iowa and Crouse  Cartage  Company,  dated January 5,
               1998.  Filed as Exhibit  10(k) to  Registrant's  Annual Report on
               Form 10-K for the year ended December 31, 1997.

     10(r)     Stock Purchase  Agreement,  dated August 14, 1998, by and between
               TransFinancial  Holdings,  Inc. and certain members of the Crouse
               family. Filed as Exhibit 10.1 to Registrant's Quarterly Report on
               Form 10-Q for the quarter ended June 30, 1998.

     10(s)     Secured  Loan  Agreement  by and  between  Bankers  Trust  of Des
               Moines, Iowa,  TransFinancial  Holdings, Inc., and Crouse Cartage
               Company,   dated  March  25,  1999.  Filed  as  Exhibit  10.1  to
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               March 31, 1999.

     10(t)     Amended and Restated Secured Loan Agreement,  dated July 5, 2000,
               by and among Bankers  Trust  Company,  N.A. of Des Moines,  Iowa,
               TransFinancial    Holdings,   Inc.,   Crouse   Cartage   Company,
               Specialized  Transport,  Inc.,  TFH Logistics and  Transportation
               Services,  Inc.,  Transport  Brokerage,  Inc.,  Phoenix  Computer
               Services,  Inc., Custom Client Services, Inc. and TFH Properties,
               Inc. Filed as Exhibit 10.1 to  Registrant's  Quarterly  Report on
               Form 10-Q for the quarter ended June 30, 2000.

     10(u)     Supplemental  Benefit  and  Collateral  Assignment   Split-Dollar
               Agreement  dated  January 18, 1997 by and between the Company and
               Timothy  P.  O'Neil.   Filed  as  Exhibit  10.2  to  Registrant's
               Quarterly Report on Form 10-Q for the quarter ended September 30,
               1999.

     10(v)     Employment  Agreement  dated  July  2,  1998 by and  between  the
               Company  and  Timothy  P.  O'Neil.   Filed  as  Exhibit  10.3  to
               Registrant's  Quarterly Report on Form 10-Q for the quarter ended
               September 30, 1999.

     10(w)     Supplemental  Benefit  Agreement  dated September 30, 1995 by and
               between the Company and David D.  Taggart.  Filed as Exhibit 10.4
               to  Registrant's  Quarterly  Report on Form 10-Q for the  quarter
               ended September 30, 1999.

     10(x)     Employment  Agreement  dated  April  27,  1998 by and  among  the
               Company,  Crouse Cartage  Company and David D. Taggart.  Filed as
               Exhibit 10.5 to  Registrant's  Quarterly  Report on Form 10-Q for
               the quarter ended September 30, 1999.

     10(y)     Agreement dated September 30, 1995 by and between the Company and
               David D. Taggart. Filed as Exhibit 10.6 to Registrant's Quarterly
               Report on Form 10-Q for the quarter ended September 30, 1999.

     10(z)     Amended and Restated Employment  Agreement dated October 16, 1998
               by  and  among  the   Company,   Universal   Premium   Acceptance
               Corporation, Presis, L.L.C. and Kurt W. Huffman. Filed as Exhibit
               10.7  to  Registrant's  Quarterly  Report  on Form  10-Q  for the
               quarter ended September 30, 1999.

    10(aa)     Purchase Contract by and between R.L.R.  Investments,  L.L.C., an
               Ohio limited liability company and R.L.R. Transfer, Inc., an Ohio
               corporation  and  Crouse  Cartage   Company  and   TransFinancial
               Holdings, Inc. dated October 20, 2000. Filed as exhibit 10(aa) to
               Registrant's  Annual Report 10-K for the year ended  December 31,
               2001.

                                       30
<PAGE>




   10(ab)      List of all  subsidiaries of  TransFinancial  Holdings,  Inc. the
               state of  incorporation  of each such  subsidiary,  and the names
               under which such subsidiaries do business. Filed as exhibit 21 to
               Registrant's  Annual Report 10-K for the year ended  December 31,
               2001.




 (b)        Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended December 31, 2002
--------------------






                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES
                 Schedule II - Valuation and Qualifying Accounts


<TABLE>
<CAPTION>

                                                                     Additions
                                                                ------------------
                                               Balance at       Charged    Charged               Balance
                                                Beginning         to       to Other   Deduc-     at End
Description                                     of Year         Expense    Accounts   tions(1)   of Year

                                              (In Thousands)
<S>                                                <C>         <C>        <C>         <C>       <C>

Allowance for credit losses (deducted from
   finance accounts receivable)
    Year Ended December 31 -
      2002................                          1,541         595     (2,078)(2)     (58)       --
      2001................                         $1,490      $2,400      $ --       $2,349    $1,541
      2000....................                        870       1,367        567 (3)  (1,314)    1,490

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

</TABLE>

   (1)  Deduction for purposes for which reserve was created.
   (2)  UPAC Eliminated in Stock Sale.
   (3)  Reclass provision from change in gain treatment on receivables.

                                       31
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.



Date:  October 2, 2003         By   /s/ William D. Cox
                                    ---------------------------
                                    William D. Cox,
                                    President, Chief Executive
                                    Officer and Secretary


      Pursuant to the requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.


/s/ William D. Cox             President, Chief Executive Officer and
--------------------------     Secretary (Principal Financial Officer)
William D. Cox


/s/ William D. Cox
--------------------------     -----------------------------------------
William D. Cox, Chairman       Roy R. Laborde, Vice Chairman of
of the Board of Directors      the Board of Directors


/s/ Clark D. Stewart           /s/ Harold C. Hill
--------------------------     -----------------------------------------
Clark D. Stewart, Director     Harold C. Hill, Jr., Director







October 2, 2003
Date of all signatures


                                       32


<PAGE>


                 TRANSFINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

                                  Exhibit Index
                                  -------------


Exhibit No.    Exhibit Description
-----------    -------------------






                                       33


<PAGE>



                                 302 CERTIFICATE



      I, William D. Cox, certify that:

1.    I have  reviewed  this  annual  report  on  Form  10-K  of  TransFinancial
      Holdings, Inc.;

2.    Based on my  knowledge,  this  annual  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 report;

3.    Based on my  knowledge,  the  financial  statements,  and other  financial
      information included in this annual 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  annual
      report.

4.    I am 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 we 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 annual 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 annual report (the "Evaluation Date"); and

      c)  presented   in  this   annual   report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.    I am  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 function):

      a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

      b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.    I am have  indicated  in this  annual  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: October 2, 2003
                                    /s/ William D. Cox
                                    ----------------------------------
                                    William D. Cox
                                    Chief Executive Officer and
                                    Chief Financial Officer
                                    October 2, 2003




                                       34