content: 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) March 16, 2004
                                                   -------------
  
  
                        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)
  
  
  
  
  <PAGE>
  
  
  Item 12.Results of Operation and Financial Condition.
  
  On Tuesday, March 16, 2004, the registrant issued the following press release
  reporting its results of operations for the quarter ended January 31, 2004:
  
  News Release
  For Immediate Release:
  March 16, 2004
  
            Transnational Financial Network Reports Third Quarter Results
  
  Transnational Financial Network, Inc. (TFN - AMEX), a wholesale and retail
  mortgage banking company, has reported its 6th consecutive quarterly profit with
  net income of $32,741 for the quarter ending January 31, 2004. This represents a
  decline of $201,891, or $0.03 per share, from the same quarter of the prior
  fiscal year. These results are indicative of our loan production levels, which
  declined 57% from $439 million in the quarter ended January 31, 2003 to $191
  million in the current quarter.
  
  "We completed two forward delivery commitments which impacted the third quarter
  and which generated additional income of approximately $334,000. The benefit
  from this positive development was partially offset by a reduction to earnings
  of approximately $2,000 from a decline in the value of the fair value of
  financial instruments."
  
  Joseph Kristul, Chairman and CEO, commented: "The quarter ended January 31, 2004
  covers a period of time with seasonally lower lending volumes and was compounded
  by the mortgage lending industry contraction brought on by higher interest
  rates. It now appears that the decline in funding volume levels has ceased, and
  we are beginning to experience robust growth in loan application volumes. This
  improving trend in production levels reflects the recent decline in lending
  rates, the movement into a more active lending season and new additions to our
  loan production staff."
  
  "We believe the quick actions taken by management to reduce costs in the face of
  falling production levels was responsible for our ability to maintain profitable
  operations despite the significant industry contraction. We are poised to take
  advantage of new business opportunities without significant increases to our
  current cost structure. Our ability to capitalized on the anticipated growth in
  lending volumes will be enhanced by the following:
  
  1.   We ended the quarter with more than $5 million, or $0.75 per share of cash
       and short-term receivables. Our book value per share at the end of the
       quarter was $1.22. We will use our cash position to pursue strategic
       opportunities. These opportunities take multiple forms, including:
  
       o    Recruiting more highly qualified people as they become available,
            particularly on the production side of our business;
  
       o    Adding additional net branch alliances with successful independent
            retail brokerage offices;
  
       o    Strategic alliances, including potential acquisition opportunities. We
            are strategically focused on pursuing firms with a complementary
            customer base if we can acquire such firms at reasonable prices. While
            I have nothing to report on this subject at this time, we are
            increasingly presented with opportunities to assess.
  
  2.   Our commitment to maintain profitability has led us to make continuing
       reductions in our operating expenses. For example, the monthly run-rate of
       our total indirect expenses was approximately 6% lower at the end of the
       current quarter and 10% lower at the end of the prior quarter.
  <PAGE>
  
  "We continue to utilize forward delivery commitments to optimize our gain on
  sale over time. However, the timing of completion and the size of these
  commitments have been and will remain irregular. We are trying to negotiate
  these forward commitment payouts into our regular gain on sale pricing into the
  secondary markets. To the extent we are successful, our gain on sale will
  stabilize at slightly higher levels and we will see fewer and smaller lump sum
  forward delivery commitment payout fees received."
  
  "The Mortgage Bankers Association disagreed with the SEC on the accounting for
  derivatives related to interest rate lock commitments. However, in March 2004,
  the SEC issued new rules regarding these derivatives, which we anticipate will
  substantially require us to take a non-cash charge to income of approximately
  $324,000 in the fourth fiscal quarter. We recognize that the SEC's
  interpretation does not contemplate all of the concerns of participants in the
  industry, and as a practice, we have historically discussed our results with and
  without the effect of such derivatives."
  
  <PAGE>
  
                        Transnational Financial Network, Inc.
  
                  Condensed Statements of Operations and Production
  
                                     (Unaudited)
  <TABLE>
  <CAPTION>
  
  
                                                 For the Three Months Ended                         For the Nine Months Ended
  
                                                   January 31,  January 31,                 January 31,   January 31,
                                                          2004         2003  % Chng.               2004          2003   % Chng.
  -----------------------------------------------------------------------------------------------------------------------------
  
  Revenue:
  <S>                                              <C>          <C>              <C>         <C>          <C>              <C>
      Net gain on sale of mortgages                $ 1,438,553  $ 1,995,895      -28%        $ 5,520,706  $ 4,271,776        29%
      Production revenue                             1,495,656    3,674,158      -59%          7,640,815   10,669,875       -28%
      Other revenue                                     21,309       18,917       13%             54,107      111,391       -51%
                                                   -----------  -----------                   ----------  -----------
  
      Total revenue                                  2,955,518    5,688,970      -48%         13,215,628   15,053,042       -12%
  
  Direct expense:
      Commission and production incentives             893,245    2,273,723      -61%          4,735,862    6,764,400       -30%
      Production expense                               225,074      481,044      -53%          1,025,531    1,212,569       -15%
      Pair-off fees                                      4,149       20,386      -80%             (4,987)      20,386      -124%
      Provision for early payoff penalties              30,000       90,000      -67%            100,000      270,000       -63%
                                                   -----------  -----------                    ---------  -----------
  
      Total direct expense                           1,152,468    2,865,153      -60%          5,856,406    8,267,355       -29%
  
  Net interest income (expense)
      Interest income on loans in warehouse            243,702      735,952      -67%            959,174    1,536,246       -38%
      Interest expense on loans in warehouse          (217,443)    (841,289)     -74%         (1,059,133)  (1,731,594)      -39%
                                                   -----------  -----------                    ---------  -----------
  Net interest income                                   26,259     (105,337)      nm             (99,959)    (195,348)      -49%
                                                   -----------  ------------                   ---------  -----------
  
  Gross profit on mortgage activities                1,829,309    2,718,480      -33%          7,259,263    6,590,339        10%
  
  Indirect expense
  
      Salaries and benefits                          1,024,971    1,211,064      -15%          3,371,285    3,359,175         0%
      General                                          480,660      818,259      -41%          1,620,025    2,140,454       -24%
      Occupancy                                        171,799      179,526       -4%            526,085      580,793        -9%
      Depreciation                                      22,271       23,964       -7%             75,341       70,500         7%
                                                   -----------  -----------                  -----------  -----------
  
      Total indirect expense                         1,699,701    2,232,813      -24%          5,592,736    6,150,922        -9%
                                                   -----------  -----------                  -----------  -----------
  
      Operating income                                 129,608      485,667      -73%          1,666,527      439,417       279%
  
  Non-operating income (expense):
      Other interest expense                           (89,469)     (99,435)     -10%           (335,258)    (268,434)       25%
      Other income (expense), including
       SFAS 133 adjustment                              (1,900)    (151,600)     -99%           (232,800)     134,803      -273%
                                                   ------------ ------------                 -----------  -----------
  
      Total non-operating income (expense)             (91,369)    (251,035)     -64%           (568,058)    (133,631)      325%
                                                   ------------ ------------                 -----------  ------------
  
  Income before taxes                                   38,239      234,632      -84%          1,098,469      305,786       259%
  
  Provision for income taxes                             5,498            -        nm             71,265            -        nm
                                                   -----------  -----------                  -----------  -----------
  
                         Net income                $    32,741  $   234,632      -86%        $ 1,027,204  $   305,786       236%
                                                   ===========  ===========                   ==========  ===========
  
  
  Production ($ millions):
  Wholesale                                        $       103  $       197      -48%        $       485   $      471         3%
  Retail                                                    88          242      -64%                487          700       -30%
                                                   -----------  -----------                  -----------   -----------
      Total production                             $       191  $       439      -57%        $       972   $    1,171       -17%
  </TABLE>
  
  
  
  Transnational Financial Network, Inc. is a wholesale and retail mortgage banker
  that originates, funds and sells mortgage loans secured by one to four family
  residential properties. Through its strong sales and broker service programs,
  the Company has built a foundation for growth and expansion, principally in the
  markets of Northern California, Southern California and Phoenix, Arizona.
  
  This News Release may contain "forward-looking statements" within the meaning of
  Section 27A of the Securities Act of 1933, and Section 21E of the Securities
  Exchange Act of 1934. Although the Company believes that the expectations
  reflected in such forward-looking statements are reasonable, it can give no
  assurance that such expectations will prove correct.
  
  SOURCE Transnational Financial Network, Inc.
  
  CONTACT: Joseph Kristul, CEO of Transnational Financial Network, Inc.,
           +1-415-242-8840 URL: http://www.transnational.com
  
  
  CONTACT: Dawn Van Zant, ECON Investor Relations, Inc., 1-866-730-1152
           dvanzant@investorideas.com
           --------------------------
  
  For full details, click here:
           http://www.investorideas.com/Companies/Transnational/NewsReleases.asp
           ---------------------------------------------------------------------
  
  
  
  
  <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: March 19, 2004
                                         Transnational Financial Corporation
  
  
                                         /s/ Joseph Kristul
                                         ---------------------------------------
                                         Joseph Kristul, President
metadata_documents: [{"type": "8-K", "sequence": "1", "filename": "press.txt", "description": "PRESS RELEASE", "secsgml_size_bytes": 13610}]
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": "04683418"}, "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: 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) March 16, 2004
                                                   -------------
  
                        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)
  Item 12.Results of Operation and Financial Condition.
  
  On Tuesday, March 16, 2004, the registrant issued the following press release
  reporting its results of operations for the quarter ended January 31, 2004:
  
  News Release
  For Immediate Release:
  March 16, 2004
  
            Transnational Financial Network Reports Third Quarter Results
  
  Transnational Financial Network, Inc. (TFN - AMEX), a wholesale and retail
  mortgage banking company, has reported its 6th consecutive quarterly profit with
  net income of $32,741 for the quarter ending January 31, 2004. This represents a
  decline of $201,891, or $0.03 per share, from the same quarter of the prior
  fiscal year. These results are indicative of our loan production levels, which
  declined 57% from $439 million in the quarter ended January 31, 2003 to $191
  million in the current quarter.
  
  "We completed two forward delivery commitments which impacted the third quarter
  and which generated additional income of approximately $334,000. The benefit
  from this positive development was partially offset by a reduction to earnings
  of approximately $2,000 from a decline in the value of the fair value of
  financial instruments."
  
  Joseph Kristul, Chairman and CEO, commented: "The quarter ended January 31, 2004
  covers a period of time with seasonally lower lending volumes and was compounded
  by the mortgage lending industry contraction brought on by higher interest
  rates. It now appears that the decline in funding volume levels has ceased, and
  we are beginning to experience robust growth in loan application volumes. This
  improving trend in production levels reflects the recent decline in lending
  rates, the movement into a more active lending season and new additions to our
  loan production staff."
  
  "We believe the quick actions taken by management to reduce costs in the face of
  falling production levels was responsible for our ability to maintain profitable
  operations despite the significant industry contraction. We are poised to take
  advantage of new business opportunities without significant increases to our
  current cost structure. Our ability to capitalized on the anticipated growth in
  lending volumes will be enhanced by the following:
  
  1.   We ended the quarter with more than $5 million, or $0.75 per share of cash
       and short-term receivables. Our book value per share at the end of the
       quarter was $1.22. We will use our cash position to pursue strategic
       opportunities. These opportunities take multiple forms, including:
  
       o    Recruiting more highly qualified people as they become available,
            particularly on the production side of our business;
  
       o    Adding additional net branch alliances with successful independent
            retail brokerage offices;
  
       o    Strategic alliances, including potential acquisition opportunities. We
            are strategically focused on pursuing firms with a complementary
            customer base if we can acquire such firms at reasonable prices. While
            I have nothing to report on this subject at this time, we are
            increasingly presented with opportunities to assess.
  
  2.   Our commitment to maintain profitability has led us to make continuing
       reductions in our operating expenses. For example, the monthly run-rate of
       our total indirect expenses was approximately 6% lower at the end of the
       current quarter and 10% lower at the end of the prior quarter.
  "We continue to utilize forward delivery commitments to optimize our gain on
  sale over time. However, the timing of completion and the size of these
  commitments have been and will remain irregular. We are trying to negotiate
  these forward commitment payouts into our regular gain on sale pricing into the
  secondary markets. To the extent we are successful, our gain on sale will
  stabilize at slightly higher levels and we will see fewer and smaller lump sum
  forward delivery commitment payout fees received."
  
  "The Mortgage Bankers Association disagreed with the SEC on the accounting for
  derivatives related to interest rate lock commitments. However, in March 2004,
  the SEC issued new rules regarding these derivatives, which we anticipate will
  substantially require us to take a non-cash charge to income of approximately
  $324,000 in the fourth fiscal quarter. We recognize that the SEC's
  interpretation does not contemplate all of the concerns of participants in the
  industry, and as a practice, we have historically discussed our results with and
  without the effect of such derivatives."
  Transnational Financial Network, Inc.
  
                  Condensed Statements of Operations and Production
  
                                     (Unaudited)
  For the Three Months Ended                         For the Nine Months Ended
  
                                                   January 31,  January 31,                 January 31,   January 31,
                                                          2004         2003  % Chng.               2004          2003   % Chng.
  -----------------------------------------------------------------------------------------------------------------------------
  
  Revenue:
  Net gain on sale of mortgages                $ 1,438,553  $ 1,995,895      -28%        $ 5,520,706  $ 4,271,776        29%
      Production revenue                             1,495,656    3,674,158      -59%          7,640,815   10,669,875       -28%
      Other revenue                                     21,309       18,917       13%             54,107      111,391       -51%
                                                   -----------  -----------                   ----------  -----------
  
      Total revenue                                  2,955,518    5,688,970      -48%         13,215,628   15,053,042       -12%
  
  Direct expense:
      Commission and production incentives             893,245    2,273,723      -61%          4,735,862    6,764,400       -30%
      Production expense                               225,074      481,044      -53%          1,025,531    1,212,569       -15%
      Pair-off fees                                      4,149       20,386      -80%             (4,987)      20,386      -124%
      Provision for early payoff penalties              30,000       90,000      -67%            100,000      270,000       -63%
                                                   -----------  -----------                    ---------  -----------
  
      Total direct expense                           1,152,468    2,865,153      -60%          5,856,406    8,267,355       -29%
  
  Net interest income (expense)
      Interest income on loans in warehouse            243,702      735,952      -67%            959,174    1,536,246       -38%
      Interest expense on loans in warehouse          (217,443)    (841,289)     -74%         (1,059,133)  (1,731,594)      -39%
                                                   -----------  -----------                    ---------  -----------
  Net interest income                                   26,259     (105,337)      nm             (99,959)    (195,348)      -49%
                                                   -----------  ------------                   ---------  -----------
  
  Gross profit on mortgage activities                1,829,309    2,718,480      -33%          7,259,263    6,590,339        10%
  
  Indirect expense
  
      Salaries and benefits                          1,024,971    1,211,064      -15%          3,371,285    3,359,175         0%
      General                                          480,660      818,259      -41%          1,620,025    2,140,454       -24%
      Occupancy                                        171,799      179,526       -4%            526,085      580,793        -9%
      Depreciation                                      22,271       23,964       -7%             75,341       70,500         7%
                                                   -----------  -----------                  -----------  -----------
  
      Total indirect expense                         1,699,701    2,232,813      -24%          5,592,736    6,150,922        -9%
                                                   -----------  -----------                  -----------  -----------
  
      Operating income                                 129,608      485,667      -73%          1,666,527      439,417       279%
  
  Non-operating income (expense):
      Other interest expense                           (89,469)     (99,435)     -10%           (335,258)    (268,434)       25%
      Other income (expense), including
       SFAS 133 adjustment                              (1,900)    (151,600)     -99%           (232,800)     134,803      -273%
                                                   ------------ ------------                 -----------  -----------
  
      Total non-operating income (expense)             (91,369)    (251,035)     -64%           (568,058)    (133,631)      325%
                                                   ------------ ------------                 -----------  ------------
  
  Income before taxes                                   38,239      234,632      -84%          1,098,469      305,786       259%
  
  Provision for income taxes                             5,498            -        nm             71,265            -        nm
                                                   -----------  -----------                  -----------  -----------
  
                         Net income                $    32,741  $   234,632      -86%        $ 1,027,204  $   305,786       236%
                                                   ===========  ===========                   ==========  ===========
  
  Production ($ millions):
  Wholesale                                        $       103  $       197      -48%        $       485   $      471         3%
  Retail                                                    88          242      -64%                487          700       -30%
                                                   -----------  -----------                  -----------   -----------
      Total production                             $       191  $       439      -57%        $       972   $    1,171       -17%
  Transnational Financial Network, Inc. is a wholesale and retail mortgage banker
  that originates, funds and sells mortgage loans secured by one to four family
  residential properties. Through its strong sales and broker service programs,
  the Company has built a foundation for growth and expansion, principally in the
  markets of Northern California, Southern California and Phoenix, Arizona.
  
  This News Release may contain "forward-looking statements" within the meaning of
  Section 27A of the Securities Act of 1933, and Section 21E of the Securities
  Exchange Act of 1934. Although the Company believes that the expectations
  reflected in such forward-looking statements are reasonable, it can give no
  assurance that such expectations will prove correct.
  
  SOURCE Transnational Financial Network, Inc.
  
  CONTACT: Joseph Kristul, CEO of Transnational Financial Network, Inc.,
           +1-415-242-8840 URL: http://www.transnational.com
  
  CONTACT: Dawn Van Zant, ECON Investor Relations, Inc., 1-866-730-1152
           dvanzant@investorideas.com
           --------------------------
  
  For full details, click here:
           http://www.investorideas.com/Companies/Transnational/NewsReleases.asp
           ---------------------------------------------------------------------
  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: March 19, 2004
                                         Transnational Financial Corporation
  
                                         /s/ Joseph Kristul
                                         ---------------------------------------
                                         Joseph Kristul, President