content: Microsoft Word 10.0.3416;UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) February 22 , 2006
                                                   ------------------
  
  
                        Transnational Financial Network, Inc.
  -------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)
  
  
  California                       1-14219                             94-2964195
  --------------------------------------------------------------------------------
  (State or other jurisdiction (Commission File                  (I.R.S.Employer
  of incorporation)                 Number)                    Identification No.)
  
  401 Taraval Street, San Francisco, CA                                      94116
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  
  (Registrant's telephone number, including area code: (415) 242-7800
  
  
  -------------------------------------------------------------------------------
                (Former name, former address and former fiscal year,
                           if changed since last report)
  
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrantunder any of the
  following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
  
  <PAGE>
  
  ITEM 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
  Pursuant to internal management review, our management, audit committee, and
  outside independent accountant, Burr, Pilger & Mayer, LLP have concluded that
  our accounting for the Fair value of derivative instruments pursuant to SAB 105,
  which we adopted at the end of fiscal year 2004, and SFAS 133 has been
  incorrect.
  
  We expect the effects on our Assets, Liabilities, Equity and Revenues to be
  immaterial. The effects on Net Income will likely be material, but only when
  measured on an absolute percentage change basis, not because it has an effect on
  our actual operations. The effects of these changes on the Company's cash flows,
  operations and ability to conduct its business are zero.
  
  There were two errors detected. First, there was an error in the underlying
  worksheets calculating the change in value of our Locked Pipeline of mortgage
  loan commitments to borrowers. This error resulted in a reversal of the sign of
  the change in value the Locked Pipeline. Second, the value of the Best Efforts
  loan locks we secure with secondary market investors upon making loan
  commitments to borrowers was not accounted for.
  
  We report the "Fair value of derivative financial instruments" as an asset or
  liability on our balance sheet. The change in this amount from period to period
  is included in our statement of operations.
  
  In fiscal 2004 and in the first three quarters of fiscal 2005 this change in
  value was included as a subheading under Non-operating Income/(Expense), namely,
  Other Income/(Expense). Subsequently, the change in the amount has been included
  as part of our Gain on sale of loans in the Revenue section of our statement of
  operations.
  
  We presently believe that these matters affect our Annual Report on Form 10-KSB
  for the years ended April 30, 2004 and 2005 and our Quarterly Reports on Form
  10-QSB for the quarters ended July 31, October 31, 2004 and 2005 and our
  Quarterly Report on Form 10-QSB for the quarter ended January 31, 2005.
  
  As part of our review, we are determining what, if any, action should be taken
  with respect to other periods.
  
  The following table shows our current best judgment of the impact of these
  restatements.
  
  <PAGE>
  
  
  
  Differences From
  Reported Values
  
  <TABLE>
  <CAPTION>
  Balance Sheet
  
  Quarterly Period
       Ending:               4/30/04     7/31/04     10/31/04     1/31/05    4/30/05      7/31/05    10/31/05
  
  Total Assets -
  <S>                     <C>           <C>         <C>         <C>          <C>         <C>         <C>
    As Reported            $10,226,685  $9,463,670  $9,069,998  $11,325,369  $8,105,161  $8,332,763  $8,069,874
  Total Assets -
    As Recalculated         10,055,863   9,479,242   9,082,685   11,315,281   8,117,866   8,332,763   8,069,874
  
  Dollar Difference           (170,822)     15,572      12,687      (10,088)     12,705           -          -
  Percentage Difference            -2%         0%          0%           0%         0%           0%          0%
  
  
  Total Liabilities -
       As Reported          $2,852,519  $2,469,030   $2,042,917   $4,613,926 $4,530,126  $4,491,576  $4,415,082
  Total Liabilities -
       As Recalculated       2,852,519   2,469,030    2,042,917    4,613,926  4,530,126   4,474,073   4,431,427
  Dollar Difference                  -           -            -            -          -     (17,503)     16,345
  Percentage Difference           0%          0%          0%            0%         0%          0%          0%
  
  
  Total Equity -
       As Reported          $7,374,166  $6,994,640   $7,027,081   $6,711,443 $3,575,035  $3,841,187  $3,654,792
  Total Equity -
       As Recalculated       7,203,344   7,010,212    7,039,768    6,701,355  3,587,740   3,858,690   3,638,447
  Dollar Difference           (170,822)     15,572       12,687      (10,088)    12,705      17,503     (16,345)
  Percentage Difference           -2%         0%           0%           0%         0%          0%          0%
  
  </TABLE>
  <TABLE>
  <CAPTION>
  
                                                                  6 Months               9 Months                Full Year
  
  Quarterly Period
       Ending:               4/30/04     7/31/04     10/31/04     10/31/04     1/31/05    1/31/05    4/30/05      4/30/05
  
  Total Revenue -
  <S>                      <C>          <C>         <C>         <C>         <C>         <C>        <C>          <C>
       As Reported         $16,587,564  $2,491,387  $2,449,958  $4,941,345  $2,197,485  $7,114,885  $2,718,156  $10,205,281
  Total Revenue -
       As Recalculated      16,591,742   2,505,781   2,452,073   4,957,854   2,205,397   7,163,251   2,748,861    9,912,112
  Dollar Difference              4,178      14,394       2,115      16,509       7,912      48,366      30,705     (293,169)
  Percentage Difference           0%          1%          0%          0%          0%          1%          1%          -3%
  
  
  Other Income/(Expense) -
       As Reported           $(791,157)  $(217,215)    $(6,890)  $(224,105)   $(11,927)  $(152,224)   $(15,621)   $(124,333)
  Other Income/(Expense) -
       As Recalculated        (966,157)    (45,215)    (11,890)   (224,105)    (21,927)   (152,224)    (15,621)    (124,333)
  Dollar Difference           (175,000)    172,000      (5,000)       -        (10,000)       -           -            -
  Percentage Difference          22%        -79%         73%          0%          84%         0%          0%           0%
  
  
  Net Income -
       As Reported            $191,308   $(342,328)    $32,441   $(309,887)  $(315,640)  $(625,525) $(3,273,171)$(3,898,695)
  Net Income -
       As Recalculated          20,486    (155,934)     29,556    (126,378)   (317,728)  $(444,106)  (3,242,466) (3,686,572)
  Dollar Difference           (170,822)    186,394      (2,885)    183,509      (2,088)    181,419       30,705     212,123
  Percentage Difference         -89%        -54%         -9%        -59%         1%        -29%           -1%         -5%
  </TABLE>
  
  
                                                          6 Months
  Quarterly Period
       Ending:                     7/31/05        10/31/05        10/31/05
  
  Total Revenue -
       As Reported                $3,483,107      $2,929,963      $6,413,071
  Total Revenue -
       As Recalculated             3,465,604       2,963,810       6,429,415
  Dollar Difference                  (17,503)         33,847          16,344
  Percentage Difference                -1%              1%              0%
  
  
  Other Income/(Expense) -
       As Reported                    $-               $-              $-
  Other Income/(Expense) -
       As Recalculated                 -                -               -
  Dollar Difference                    -                -               -
  Percentage Difference               nm               nm              nm
  
  
  Net Income -
       As Reported                $266,152         $(186,394)         $79,757
  Net Income -
       As Recalculated             248,649          (152,547)          96,103
  Dollar Difference                (17,503)           33,847           16,346
  Percentage Difference               -7%             -18%              20%
  
  
  
  <PAGE>
  
  
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf, thereby
  duly authorized.
  
  
  
      Date: February 22, 2006
                                          Transnational Financial Network, Inc.
  
  
                                          /s/ Joseph Kristul
                                          ----------------------------------------
                                          Joseph Kristul, Chief Executive Officer
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metadata_filer: {"company-data": {"conformed-name": "TRANSNATIONAL FINANCIAL NETWORK INC", "cik": "0001059579", "assigned-sic": "6162", "irs-number": "942964195", "state-of-incorporation": "CA", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14219", "film-number": "06637551"}, "business-address": {"street1": "401 TARAVAL STREET", "street2": "SUITE 270", "city": "SAN FRANCISCO", "state": "CA", "zip": "94116", "phone": "4152427800"}, "mail-address": {"street1": "401 TARAVAL STREET", "street2": "301 JUNIPERO SERRA BLVD SUITE 270", "city": "SAN FRANCISCO", "state": "CA", "zip": "94116"}, "former-company": {"former-conformed-name": "TRANSNATIONAL FINANCIAL CORP", "date-changed": "19980410"}}
text: Microsoft Word 10.0.3416;UNITED STATES
                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549
  
                                      FORM 8-K
  
                                   CURRENT REPORT
  
  Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
  
  Date of Report (Date of earliest event reported) February 22 , 2006
                                                   ------------------
  
                        Transnational Financial Network, Inc.
  -------------------------------------------------------------------------------
          (Exact name of small business issuer as specified in its charter)
  
  California                       1-14219                             94-2964195
  --------------------------------------------------------------------------------
  (State or other jurisdiction (Commission File                  (I.R.S.Employer
  of incorporation)                 Number)                    Identification No.)
  
  401 Taraval Street, San Francisco, CA                                      94116
  -------------------------------------------------------------------------------
  (Address of principal executive offices)                             (Zip Code)
  
  (Registrant's telephone number, including area code: (415) 242-7800
  
  -------------------------------------------------------------------------------
                (Former name, former address and former fiscal year,
                           if changed since last report)
  
  Check the appropriate box below if the Form 8-K filing is intended to
  simultaneously satisfy the filing obligation of the registrantunder any of the
  following provisions:
  
  [ ] Written communications pursuant to Rule 425 under the Securities Act
      (17 CFR 230.425)
  
  [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
      (17 CFR 240.14a-12)
  
  [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))
  
  [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))
  ITEM 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
  Audit Report or Completed Interim Review.
  
  Pursuant to internal management review, our management, audit committee, and
  outside independent accountant, Burr, Pilger & Mayer, LLP have concluded that
  our accounting for the Fair value of derivative instruments pursuant to SAB 105,
  which we adopted at the end of fiscal year 2004, and SFAS 133 has been
  incorrect.
  
  We expect the effects on our Assets, Liabilities, Equity and Revenues to be
  immaterial. The effects on Net Income will likely be material, but only when
  measured on an absolute percentage change basis, not because it has an effect on
  our actual operations. The effects of these changes on the Company's cash flows,
  operations and ability to conduct its business are zero.
  
  There were two errors detected. First, there was an error in the underlying
  worksheets calculating the change in value of our Locked Pipeline of mortgage
  loan commitments to borrowers. This error resulted in a reversal of the sign of
  the change in value the Locked Pipeline. Second, the value of the Best Efforts
  loan locks we secure with secondary market investors upon making loan
  commitments to borrowers was not accounted for.
  
  We report the "Fair value of derivative financial instruments" as an asset or
  liability on our balance sheet. The change in this amount from period to period
  is included in our statement of operations.
  
  In fiscal 2004 and in the first three quarters of fiscal 2005 this change in
  value was included as a subheading under Non-operating Income/(Expense), namely,
  Other Income/(Expense). Subsequently, the change in the amount has been included
  as part of our Gain on sale of loans in the Revenue section of our statement of
  operations.
  
  We presently believe that these matters affect our Annual Report on Form 10-KSB
  for the years ended April 30, 2004 and 2005 and our Quarterly Reports on Form
  10-QSB for the quarters ended July 31, October 31, 2004 and 2005 and our
  Quarterly Report on Form 10-QSB for the quarter ended January 31, 2005.
  
  As part of our review, we are determining what, if any, action should be taken
  with respect to other periods.
  
  The following table shows our current best judgment of the impact of these
  restatements.
  Differences From
  Reported Values
  Balance Sheet
  
  Quarterly Period
       Ending:               4/30/04     7/31/04     10/31/04     1/31/05    4/30/05      7/31/05    10/31/05
  
  Total Assets -
  As Reported            $10,226,685  $9,463,670  $9,069,998  $11,325,369  $8,105,161  $8,332,763  $8,069,874
  Total Assets -
    As Recalculated         10,055,863   9,479,242   9,082,685   11,315,281   8,117,866   8,332,763   8,069,874
  
  Dollar Difference           (170,822)     15,572      12,687      (10,088)     12,705           -          -
  Percentage Difference            -2%         0%          0%           0%         0%           0%          0%
  
  Total Liabilities -
       As Reported          $2,852,519  $2,469,030   $2,042,917   $4,613,926 $4,530,126  $4,491,576  $4,415,082
  Total Liabilities -
       As Recalculated       2,852,519   2,469,030    2,042,917    4,613,926  4,530,126   4,474,073   4,431,427
  Dollar Difference                  -           -            -            -          -     (17,503)     16,345
  Percentage Difference           0%          0%          0%            0%         0%          0%          0%
  
  Total Equity -
       As Reported          $7,374,166  $6,994,640   $7,027,081   $6,711,443 $3,575,035  $3,841,187  $3,654,792
  Total Equity -
       As Recalculated       7,203,344   7,010,212    7,039,768    6,701,355  3,587,740   3,858,690   3,638,447
  Dollar Difference           (170,822)     15,572       12,687      (10,088)    12,705      17,503     (16,345)
  Percentage Difference           -2%         0%           0%           0%         0%          0%          0%
  6 Months               9 Months                Full Year
  
  Quarterly Period
       Ending:               4/30/04     7/31/04     10/31/04     10/31/04     1/31/05    1/31/05    4/30/05      4/30/05
  
  Total Revenue -
  As Reported         $16,587,564  $2,491,387  $2,449,958  $4,941,345  $2,197,485  $7,114,885  $2,718,156  $10,205,281
  Total Revenue -
       As Recalculated      16,591,742   2,505,781   2,452,073   4,957,854   2,205,397   7,163,251   2,748,861    9,912,112
  Dollar Difference              4,178      14,394       2,115      16,509       7,912      48,366      30,705     (293,169)
  Percentage Difference           0%          1%          0%          0%          0%          1%          1%          -3%
  
  Other Income/(Expense) -
       As Reported           $(791,157)  $(217,215)    $(6,890)  $(224,105)   $(11,927)  $(152,224)   $(15,621)   $(124,333)
  Other Income/(Expense) -
       As Recalculated        (966,157)    (45,215)    (11,890)   (224,105)    (21,927)   (152,224)    (15,621)    (124,333)
  Dollar Difference           (175,000)    172,000      (5,000)       -        (10,000)       -           -            -
  Percentage Difference          22%        -79%         73%          0%          84%         0%          0%           0%
  
  Net Income -
       As Reported            $191,308   $(342,328)    $32,441   $(309,887)  $(315,640)  $(625,525) $(3,273,171)$(3,898,695)
  Net Income -
       As Recalculated          20,486    (155,934)     29,556    (126,378)   (317,728)  $(444,106)  (3,242,466) (3,686,572)
  Dollar Difference           (170,822)    186,394      (2,885)    183,509      (2,088)    181,419       30,705     212,123
  Percentage Difference         -89%        -54%         -9%        -59%         1%        -29%           -1%         -5%
  6 Months
  Quarterly Period
       Ending:                     7/31/05        10/31/05        10/31/05
  
  Total Revenue -
       As Reported                $3,483,107      $2,929,963      $6,413,071
  Total Revenue -
       As Recalculated             3,465,604       2,963,810       6,429,415
  Dollar Difference                  (17,503)         33,847          16,344
  Percentage Difference                -1%              1%              0%
  
  Other Income/(Expense) -
       As Reported                    $-               $-              $-
  Other Income/(Expense) -
       As Recalculated                 -                -               -
  Dollar Difference                    -                -               -
  Percentage Difference               nm               nm              nm
  
  Net Income -
       As Reported                $266,152         $(186,394)         $79,757
  Net Income -
       As Recalculated             248,649          (152,547)          96,103
  Dollar Difference                (17,503)           33,847           16,346
  Percentage Difference               -7%             -18%              20%
  SIGNATURES
  
           Pursuant to the requirements of the Securities Exchange Act of 1934,
  the registrant has duly caused this report to be signed on its behalf, thereby
  duly authorized.
  
      Date: February 22, 2006
                                          Transnational Financial Network, Inc.
  
                                          /s/ Joseph Kristul
                                          ----------------------------------------
                                          Joseph Kristul, Chief Executive Officer