-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PLfTCLpaN/JoLu2/l6Qpd2zZaamFeaB9E1hD950JbuQX+kvVwM8rmxlGEryk0mqz syOhsuci6Pepuw3r9dFWVQ== 0001011823-06-000043.txt : 20060803 0001011823-06-000043.hdr.sgml : 20060803 20060803130206 ACCESSION NUMBER: 0001011823-06-000043 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060731 ITEM INFORMATION: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing FILED AS OF DATE: 20060803 DATE AS OF CHANGE: 20060803 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSNATIONAL FINANCIAL NETWORK INC CENTRAL INDEX KEY: 0001059579 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 942964195 STATE OF INCORPORATION: CA FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14219 FILM NUMBER: 061001071 BUSINESS ADDRESS: STREET 1: 401 TARAVAL STREET STREET 2: SUITE 270 CITY: SAN FRANCISCO STATE: CA ZIP: 94116 BUSINESS PHONE: 4152427800 MAIL ADDRESS: STREET 1: 401 TARAVAL STREET STREET 2: 301 JUNIPERO SERRA BLVD SUITE 270 CITY: SAN FRANCISCO STATE: CA ZIP: 94116 FORMER COMPANY: FORMER CONFORMED NAME: TRANSNATIONAL FINANCIAL CORP DATE OF NAME CHANGE: 19980410 8-K 1 f8k802.txt CURRENT REPORT 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) July 31, 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 registrant under 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On August 3, 2006, the registrant issued a press release announcing that because it shareholders' equity was less than $2,000,000 as the end of its last fiscal year and losses from continuing operations and/or net losses in two out of its three most recent fiscal years, the American Stock Exchange had notified it in a letter, dated July 31, 2006, that it did not meet its continued listing standards as set forth in Section 1003(a)(i) of the AMEX Company Guide. To maintain the registrant's listing, the registrant must submit a plan by August 30, 2006 advising the exchange of action it has taken or will take, that would bring the registrant into compliance with the continued listing standards within a maximum of 18 months of receipt of the letter. The registrant anticipates that its previously announced financing will close in August and that the registrant's equity will then be more than $2,000,000. While the Company believes that its current financing efforts shall resolve any concern about the Company's continued listing on the exchange, there can be no assurance that the Company's continued listing will be achieved. The registrant will, accordingly, submit its plan to the exchange in a timely manner. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Financial Statements and Exhibits. Exhibit 99.1 - Press Release of August 3, 2006 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: August 3, 2006 Transnational Financial Corporation /s/ Joseph Kristul -------------------------------------- Joseph Kristul, Chief Executive Officer EX-99 2 ex99.txt EXHIBIT 99 EXHIBIT 99.1 Transnational Financial Network Announces Notice of Non-Compliance with AMEX Listing Standards Anticipates Satisfactory Resolution August 3, 2006 - Transnational Financial Network, Inc. (AMEX: TFN - News), a wholesale and retail mortgage banking firm, announced today that on July 31, 2006, it received a letter from the American Stock Exchange indicating that the Company fails to comply with Section 1003(a)(i) of the Company Guide with shareholders' equity of less than $2,000,000 and losses from continuing operations and/or net losses n two out of its three most recent fiscal years. Transnational has previously announced that it has entered into an agreement to sell 3,000,000 shares of Common Stock for $0.70 per share to Pegasus Funds. While this transaction was anticipated to close in July, closing is now anticipated to occur in August. "We have applied to list the shares on the American Stock Exchange to be purchased by Pegasus Funds," said Joseph Kristul, Transnational's Chief Executive Officer, "and anticipate closing on the investment within ten days of the application's approval. With the sale of these shares we are confident that our listing on the exchange will continue." By August 30, 2006, the Company anticipates, pursuant to the exchange's rules, submitting a plan to the exchange to assure continued compliance with the exchange's listing standards. While the Company believes that its current financing efforts shall resolve any concern about the Company's continued listing on the exchange, there can be no assurance that the Company's continued listing will be achieved. 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 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. -----END PRIVACY-ENHANCED MESSAGE-----