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) September 14, 1998
  
  
                         Transnational Financial Corporation
  -------------------------------------------------------------------------------
          (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) 334-7000
  -------------------------------------------------------------------------------
                (Former name, former address and former fiscal year,
                           if changed since last report)
  
  
  
  <PAGE>
  
  
  
  Item 4. Changes in Registrant's Certifying Accountant.
  
           Effective September 14, 1998, Transnational Financial Corporation (the
  "Company") appointed Deloitte & Touche LLP as its independent auditors for the
  fiscal year ending December 31, 1998, to replace the firm of Moss Adams LLP, who
  was dismissed as auditors of the Company contemporaneously therewith and has
  been asked to furnish a letter to the Securities & Exchange Commission to the
  effect that it has no material disagreements with the statements made in this
  Item 4.
  
           Management represents as follows:
  
                    (a) There have been no disputes between management and the
           auditors and the auditors' reports contained no adverse opinion or
           disclaimer of opinion, and was not qualified or modified as to
           uncertainty, audit scope, or accounting principles.
  
                    (b) The decision to change accountants from Moss Adams LLP
           (the "Accountant") to Deloitte & Touche LLP has been approved by the
           Company's Board of Directors
  
                    (c) During the registrant's two most recent fiscal years and
           any subsequent interim period there were no disagreements with the
           Accountant on any matter of accounting principles or practices,
           financial statement disclosure, or auditing scope or procedure. The
           registrant has authorized the Accountant to respond fully to the
           inquiries of the successor accountant.
  
                    (d) The Accountant expressed no disagreement or difference of
           opinion regarding any "reportable" event as that term is defined in
           Item 304(a)(1)(v) of Regulation S-K, including but not limited to:
  
                             (i) except as set forth in (e) below, the Accountant
                    has not advised the registrant that the internal controls
                    necessary for the registrant to develop reliable financial
                    statements do not exist;
  
                             (ii) the Accountant has not advised the registrant
                    that information has come to the Accountant's attention that
                    has led it to no longer be able to rely on management's
                    representations, or that has made it unwilling to be
                    associated with the financial statements prepared by
                    management;
  
                             (iii) the Accountant has not advised the registrant
                    of the need to expand significantly the scope of its audit, or
                    notified the registrant that information has come to the
                    Accountant's attention that if further investigated may (A)
                    materially impact the fairness or reliability of either: a
                    previously issued audit report or the underlying financial
                    statements, or the financial statements issued or to be issued
                    covering the fiscal period(s) subsequent to the date of the
                    most recent financial statements covered by an audit report
                    (including information that may prevent it from rendering an
                    unqualified audit report on those financial statements), or
                    (B) cause it
  
  
  <PAGE>
  
  
  
                    to be unwilling to rely on management's representations or be
                    associated with the registrant's financial statements, and due
                    to the Accountant's resignation (due to audit scope
                    limitations or otherwise) or dismissal, or for any other
                    reason, the Accountant did not so expand the scope of its
                    audit or conduct such further investigation;
  
                             (iv) the Accountant has not advised the registrant
                    that information has come to the Accountant's attention that
                    it has concluded materially impacts the fairness or
                    reliability of either (A) a previously issued audit report or
                    the underlying financial statements, or (B) the financial
                    statements issued or to be issued covering the fiscal
                    period(s) subsequent to the date of the most recent financial
                    statements covered by an audit report (including information
                    that, unless resolved to the Accountant's satisfaction, would
                    prevent it from rendering an unqualified audit report on those
                    financial statements), and due to the Accountant's
                    resignation, or for any other reason, the issue has not been
                    resolved to the Accountant's satisfaction prior to its
                    resignation.
  
                    (e) In a report to the United States Department of Housing and
           Urban Development, dated March 12, 1998, the Accountant indicated the
           following with respect to the registrant:
  
                    "The Company did not employ a sufficient number of accounting
                    and finance personnel. The effects of not maintaining an
                    adequate accounting staff and system of internal controls can
                    result in errors in the processing and recording of financial
                    data.
  
                    "The Company has experienced rapid growth in recent years, and
                    is in a phase of transition, moving from a small, closely held
                    business towards a larger, professionally managed
                    organization. Accordingly, in the past, the Company has
                    focused resources on its core loan production business, and
                    has oriented itself towards developing processes and controls
                    over administering loan origination and secondary marketing
                    activities rather than emphasizing the reporting of financial
                    data."
  
                    The Accountant concluded, "The reportable condition described
           above is a material weakness." The registrant stated in the same
           report:
  
                    "We agree with the auditors reportable condition...Until the
                    advent of recent growth, our Company was able to operate
                    efficiently without a complex or sophisticated accounting
                    system.
  
                    "Pursuant to an extensive interview and hiring process, the
                    Company has employed a corporate controller who is experienced
                    in the mortgage banking industry. The addition of experienced
                    personnel in the accounting and finance area will ensure that
                    financial data is reported properly."
  
                    In the same letter the Accountant concluded that it had 
           "performed tests of its [the
  
  
  <PAGE>
  
  
  
           Company's] compliance with certain provisions of laws, regulations,
           contracts and grants, noncompliance with which could have a direct and
           material effect on the determination of financial statement amounts.
           However, providing an opinion on compliance with those provisions was
           not an objective of our audit and, accordingly we do not express such
           an opinion. The results of our tests disclosed no instances of
           noncompliance that are required to be reported under Government
           Auditing Standards."
  
                    (f) The registrant has provided the Accountant with a copy of
           the disclosures it is making in response to Item 304(a) of Regulation
           S-K. The registrant has requested that the Accountant furnish the
           registrant with a letter addressed to the Commission stating whether it
           agrees with the statements made by the registrant. The Company has
           appended such letter hereto as exhibit 16.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibit 16. Letter re change in certifying accountant.
  
  
  
  <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: September 15, 1998
                                      Transnational Financial Corporation
  
  
                                      /s/ Joseph Kristul
                                      Joseph Kristul, Chief Executive Officer
  
  
  
  <PAGE>
metadata_documents: [{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 9902}]
metadata_filer: {"company-data": {"conformed-name": "TRANSNATIONAL FINANCIAL CORP", "cik": "0001059579", "assigned-sic": "6162", "irs-number": "942964195", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-14219", "film-number": "98710484"}, "business-address": {"street1": "301 JUNIPERO SERRA BLVD", "street2": "SUITE 270", "city": "SAN FRANCISCO", "state": "CA", "zip": "94127", "phone": "4153347000"}, "mail-address": {"street1": "TRANSNATIONAL FINANCIAL CORP", "street2": "301 JUNIPERO SERRA BLVD SUITE 270", "city": "SAN FRANCISCO", "state": "CA", "zip": "94127"}}
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) September 14, 1998
  
                         Transnational Financial Corporation
  -------------------------------------------------------------------------------
          (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) 334-7000
  -------------------------------------------------------------------------------
                (Former name, former address and former fiscal year,
                           if changed since last report)
  Item 4. Changes in Registrant's Certifying Accountant.
  
           Effective September 14, 1998, Transnational Financial Corporation (the
  "Company") appointed Deloitte & Touche LLP as its independent auditors for the
  fiscal year ending December 31, 1998, to replace the firm of Moss Adams LLP, who
  was dismissed as auditors of the Company contemporaneously therewith and has
  been asked to furnish a letter to the Securities & Exchange Commission to the
  effect that it has no material disagreements with the statements made in this
  Item 4.
  
           Management represents as follows:
  
                    (a) There have been no disputes between management and the
           auditors and the auditors' reports contained no adverse opinion or
           disclaimer of opinion, and was not qualified or modified as to
           uncertainty, audit scope, or accounting principles.
  
                    (b) The decision to change accountants from Moss Adams LLP
           (the "Accountant") to Deloitte & Touche LLP has been approved by the
           Company's Board of Directors
  
                    (c) During the registrant's two most recent fiscal years and
           any subsequent interim period there were no disagreements with the
           Accountant on any matter of accounting principles or practices,
           financial statement disclosure, or auditing scope or procedure. The
           registrant has authorized the Accountant to respond fully to the
           inquiries of the successor accountant.
  
                    (d) The Accountant expressed no disagreement or difference of
           opinion regarding any "reportable" event as that term is defined in
           Item 304(a)(1)(v) of Regulation S-K, including but not limited to:
  
                             (i) except as set forth in (e) below, the Accountant
                    has not advised the registrant that the internal controls
                    necessary for the registrant to develop reliable financial
                    statements do not exist;
  
                             (ii) the Accountant has not advised the registrant
                    that information has come to the Accountant's attention that
                    has led it to no longer be able to rely on management's
                    representations, or that has made it unwilling to be
                    associated with the financial statements prepared by
                    management;
  
                             (iii) the Accountant has not advised the registrant
                    of the need to expand significantly the scope of its audit, or
                    notified the registrant that information has come to the
                    Accountant's attention that if further investigated may (A)
                    materially impact the fairness or reliability of either: a
                    previously issued audit report or the underlying financial
                    statements, or the financial statements issued or to be issued
                    covering the fiscal period(s) subsequent to the date of the
                    most recent financial statements covered by an audit report
                    (including information that may prevent it from rendering an
                    unqualified audit report on those financial statements), or
                    (B) cause it
  to be unwilling to rely on management's representations or be
                    associated with the registrant's financial statements, and due
                    to the Accountant's resignation (due to audit scope
                    limitations or otherwise) or dismissal, or for any other
                    reason, the Accountant did not so expand the scope of its
                    audit or conduct such further investigation;
  
                             (iv) the Accountant has not advised the registrant
                    that information has come to the Accountant's attention that
                    it has concluded materially impacts the fairness or
                    reliability of either (A) a previously issued audit report or
                    the underlying financial statements, or (B) the financial
                    statements issued or to be issued covering the fiscal
                    period(s) subsequent to the date of the most recent financial
                    statements covered by an audit report (including information
                    that, unless resolved to the Accountant's satisfaction, would
                    prevent it from rendering an unqualified audit report on those
                    financial statements), and due to the Accountant's
                    resignation, or for any other reason, the issue has not been
                    resolved to the Accountant's satisfaction prior to its
                    resignation.
  
                    (e) In a report to the United States Department of Housing and
           Urban Development, dated March 12, 1998, the Accountant indicated the
           following with respect to the registrant:
  
                    "The Company did not employ a sufficient number of accounting
                    and finance personnel. The effects of not maintaining an
                    adequate accounting staff and system of internal controls can
                    result in errors in the processing and recording of financial
                    data.
  
                    "The Company has experienced rapid growth in recent years, and
                    is in a phase of transition, moving from a small, closely held
                    business towards a larger, professionally managed
                    organization. Accordingly, in the past, the Company has
                    focused resources on its core loan production business, and
                    has oriented itself towards developing processes and controls
                    over administering loan origination and secondary marketing
                    activities rather than emphasizing the reporting of financial
                    data."
  
                    The Accountant concluded, "The reportable condition described
           above is a material weakness." The registrant stated in the same
           report:
  
                    "We agree with the auditors reportable condition...Until the
                    advent of recent growth, our Company was able to operate
                    efficiently without a complex or sophisticated accounting
                    system.
  
                    "Pursuant to an extensive interview and hiring process, the
                    Company has employed a corporate controller who is experienced
                    in the mortgage banking industry. The addition of experienced
                    personnel in the accounting and finance area will ensure that
                    financial data is reported properly."
  
                    In the same letter the Accountant concluded that it had 
           "performed tests of its [the
  Company's] compliance with certain provisions of laws, regulations,
           contracts and grants, noncompliance with which could have a direct and
           material effect on the determination of financial statement amounts.
           However, providing an opinion on compliance with those provisions was
           not an objective of our audit and, accordingly we do not express such
           an opinion. The results of our tests disclosed no instances of
           noncompliance that are required to be reported under Government
           Auditing Standards."
  
                    (f) The registrant has provided the Accountant with a copy of
           the disclosures it is making in response to Item 304(a) of Regulation
           S-K. The registrant has requested that the Accountant furnish the
           registrant with a letter addressed to the Commission stating whether it
           agrees with the statements made by the registrant. The Company has
           appended such letter hereto as exhibit 16.
  
  Item 7.  Financial Statements and Exhibits.
  
  Exhibit 16. Letter re change in certifying accountant.
  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: September 15, 1998
                                      Transnational Financial Corporation
  
                                      /s/ Joseph Kristul
                                      Joseph Kristul, Chief Executive Officer