##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 Form 10-Q
 þ
    
    QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2006
 OR
 o
    
    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 333-9371
 CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
  Delaware
 38-3304096
 th  P.O. Box 544, Ann Arbor, Michigan 48106-0544
 (734) 994-5505
 Not Applicable
 þ o
  o o þ
 o þ
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
 Not applicable
 APPLICABLE ONLY TO CORPORATE ISSUERS
 Not applicable




---



##### 



CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
 Index to Form 10-Q
 Item No.
    
    
    
    PagePART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Balance Sheets, June 30, 2006 and December 31, 2005
    
    
    3Statements of Operations for the three and six months ended June 30, 2006 and 2005
    
    
    4Statement of Changes in Partners Capital for the six months ended June 30, 2006
    
    
    5Statements of Cash Flows for the six months ended June 30, 2006 and 2005
    
    
    6Notes to Financial Statements
    
    
    7  10Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    11  14Item 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    15Item 4.
    
    Controls and Procedures
    
    
    15PART II
    
    OTHER INFORMATIONOther Information
    
    
    16SIGNATURES
    
    
    
    
    17CERTIFICATION Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
    
    
    19  20Certification Pursuant to Section 302Certification Pursuant to Section 906Certification Pursuant to Section 302Certification Pursuant to Section 906
  2




---



##### Table of Contents



Captec Franchise Capital Partners L.P. IV
 
 Balance Sheets
 June 30,
    
    
    December 31,2006
    
    
    2005(Unaudited)AssetsCash and cash equivalents
    
    $
    2,006,758
    
    
    $
    896,164Assets held for sale:Operating leases, net
    
    
    
    
    
    
    743,750Unbilled rent, net
    
    
    
    
    
    
    45,920Investment in leases:Operating leases, net
    
    
    3,518,067
    
    
    
    3,551,707Financing leases, net
    
    
    900,000
    
    
    
    1,217,585Unbilled rent, net
    
    
    6,555
    
    
    
    7,517Accounts receivable
    
    
    3,500
    
    
    
    3,500Total assets
    
    $
    6,434,880
    
    
    $
    6,466,143Liabilities and Partners CapitalLiabilitiesAccounts payable and accrued expenses
    
    $
    8,852
    
    
    $
    63,800Due to related parties
    
    
    5,043
    
    
    
    20,872Total liabilities
    
    
    13,895
    
    
    
    84,672Partners capital:Limited partners capital accounts
    
    
    6,418,248
    
    
    
    6,377,000General partners capital account
    
    
    2,737
    
    
    
    4,471Total partners capital
    
    
    6,420,985
    
    
    
    6,381,471Total liabilities and partners capital
    
    $
    6,434,880
    
    
    $
    6,466,143
 The accompanying notes are an integral part of the financial statements.
 3




---



##### Table of Contents



Captec Franchise Capital Partners L.P. IV
 
 Statements of Operations
  Three months ended
    
    
    Six months endedJune 30,
    
    
    June 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Operating revenue:Rental income
    
    $
    119,521
    
    
    $
    111,863
    
    
    $
    231,384
    
    
    $
    223,726Finance income
    
    
    28,806
    
    
    
    31,485
    
    
    
    58,281
    
    
    
    63,640Total operating revenue
    
    
    148,327
    
    
    
    143,348
    
    
    
    289,665
    
    
    
    287,366Operating costs and expenses:Depreciation
    
    
    16,820
    
    
    
    
    
    
    
    33,641
    
    
    
    Provision for impaired financing lease
    
    
    298,866
    
    
    
    9,961
    
    
    
    298,866
    
    
    
    9,961General and administrative
    
    
    104,209
    
    
    
    73,621
    
    
    
    181,024
    
    
    
    179,548Total operating costs and expenses
    
    
    419,895
    
    
    
    83,582
    
    
    
    513,531
    
    
    
    189,509(Loss) income from continuing operations before other income
    
    
    (271,568
    )
    
    
    59,766
    
    
    
    (223,866
    )
    
    
    97,857Other income :Interest and other income
    
    
    20,451
    
    
    
    15,324
    
    
    
    29,748
    
    
    
    15,674Total other income
    
    
    20,451
    
    
    
    15,324
    
    
    
    29,748
    
    
    
    15,674(Loss) income from continuing operations
    
    
    (251,117
    )
    
    
    75,090
    
    
    
    (194,118
    )
    
    
    113,531Discontinued operations:Net income from discontinued operations, net
    
    
    2,539
    
    
    
    237,799
    
    
    
    20,753
    
    
    
    541,448Gain on sale of real estate
    
    
    212,879
    
    
    
    3,231,936
    
    
    
    212,879
    
    
    
    3,231,936Gain on sale of equipment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,997Debt retirement costs
    
    
    
    
    
    
    (1,360,589
    )
    
    
    
    
    
    
    (1,360,589
    )Income from discontinued operations
    
    
    215,418
    
    
    
    2,109,146
    
    
    
    233,632
    
    
    
    2,414,792Net (loss) income
    
    $
    (35,699
    )
    
    $
    2,184,236
    
    
    $
    39,514
    
    
    $
    2,528,323Net (loss) income allocable to general partner
    
    $
    (2,486
    )
    
    $
    21,842
    
    
    $
    (1,734
    )
    
    $
    25,283Net (loss) income allocable to limited partners
    
    $
    (33,213
    )
    
    $
    2,162,394
    
    
    $
    41,248
    
    
    $
    2,503,040Net (loss) income from continuing operations per limited partnership unit
    
    $
    (8.58
    )
    
    $
    2.57
    
    
    $
    (6.63
    )
    
    $
    3.88Net income from discontinued operations per limited partnership unit
    
    $
    7.43
    
    
    $
    72.06
    
    
    $
    8.05
    
    
    $
    82.51Net income per limited partnership unit
    
    $
    (1.15
    )
    
    $
    74.63
    
    
    $
    1.42
    
    
    $
    86.39Weighted average number of limited partnership
units outstanding
    
    
    28,975
    
    
    
    28,975
    
    
    
    28,975
    
    
    
    28,975
 The accompanying notes are an integral part of the financial statements.
 4




---



##### Table of Contents



Captec Franchise Capital Partners L.P. IV
 
 Statement of Changes in Partners Capital
   Limited
    
    
    Limited
    
    
    General
    
    
    TotalPartners
    
    
    Partners
    
    
    Partners
    
    
    PartnersUnits
    
    
    Accounts
    
    
    Account
    
    
    CapitalBalance, December 31, 2005
    
    
    28,975
    
    
    $
    6,377,000
    
    
    $
    4,471
    
    
    $
    6,381,471Net income (loss)
    
    
    
    
    
    $
    41,248
    
    
    $
    (1,734
    )
    
    
    39,514Balance, June 30, 2006
    
    
    28,975
    
    
    $
    6,418,248
    
    
    $
    2,737
    
    
    $
    6,420,985
 The accompanying notes are an integral part of the financial statements.
 5




---



##### Table of Contents



Captec Franchise Capital Partners L.P. IV
 
 Statements of Cash Flows
   2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    39,514
    
    
    $
    2,528,323Adjustments to net income:Depreciation
    
    
    36,922
    
    
    
    Amortization of debt issuance costs
    
    
    
    
    
    
    25,749Gain on sale of equipment
    
    
    
    
    
    
    (1,997
    )Gain on sale of real estate
    
    
    (212,879
    )
    
    
    (3,231,936
    )Provision for impaired financing lease
    
    
    298,866
    
    
    
    9,961Decrease (increase) in unbilled rent
    
    
    228
    
    
    
    (194,230
    )Decrease in accounts receivable
    
    
    
    
    
    
    9,410Decrease in accounts payable and accrued expenses
    
    
    (54,948
    )
    
    
    (82,347
    )Increase in due from related parties
    
    
    
    
    
    
    (1,310
    )Decrease in due to related parties
    
    
    (15,828
    )
    
    
    (10,969
    )Decrease in restricted cash
    
    
    
    
    
    
    333,006Net cash provided by (used by) operating activities
    
    
    91,875
    
    
    
    (616,340
    )Cash flows from investing activities:Net proceeds from sale of real estate
    
    
    1,000,000
    
    
    
    20,786,225Proceeds from sale of equipment
    
    
    
    
    
    
    15,000Payment of lease commissions
    
    
    
    
    
    
    (59,805
    )Principal collections on financing leases
    
    
    18,719
    
    
    
    61,003Net cash provided by investing activities
    
    
    1,018,719
    
    
    
    20,802,423Cash flows from financing activities:Repayments of notes payable
    
    
    
    
    
    
    (10,112,936
    )Distributions to limited partners
    
    
    
    
    
    
    (625,000
    )Net cash used in financing activities
    
    
    
    
    
    
    (10,737,936
    )Net increase in cash and cash equivalents
    
    
    1,110,594
    
    
    
    9,448,147Cash and cash equivalents, beginning of period
    
    
    896,164
    
    
    
    143,463Cash and cash equivalents, end of period
    
    $
    2,006,758
    
    
    $
    9,591,610
 The accompanying notes are an integral part of the financial statements.
 6




---



##### Table of Contents



CAPTEC FRANCHISE CAPITAL PARTNERS L.P. IV
 
 NOTES TO FINANCIAL STATEMENTS
 1.
    
    THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING PRINCIPLES:Captec Franchise Capital Partners L.P. IV (the Partnership), a Delaware limited
partnership, was organized on July 23, 1996 for the purpose of acquiring income-producing
commercial real properties and equipment leased on a triple net or double net basis,
primarily to operators of national and regional chain franchised fast food and family style
restaurants, as well as other national and regional retail chains.The initial general partners of the Partnership were Captec Franchise Capital Corporation
IV (the Corporation), a wholly-owned subsidiary of Captec Financial Group, Inc.
(Captec), an affiliate, and Patrick L. Beach, the Chairman of the Board of Directors,
President and Chief Executive Officer of the Corporation and Captec. In August 1998, Captec
Net Lease Realty, Inc. (Captec Net Lease), an affiliate, acquired the general partnership
interest of the Partnership. In December 2001, Captec Net Lease merged with and into
Commercial Net Lease Realty, Inc. (Commercial Net Lease). In connection with the merger,
Commercial Net Lease agreed to sell and assign its general partnership interest in the
Partnership to GP4 Asset Acquisition, LLC (GP4 Asset Acquisition), which is wholly-owned
by Mr. Beach and is an affiliate of Captec. Effective January 15, 2002, the limited
partners consented to the transfer of the general partnership interest. On September 11,
2003, the Partnerships secured lender consented to the transfer of the general partnership
interest to GP4 Asset Acquisition. Upon receipt of the secured lenders consent, the
general partnership interest was immediately transferred to GP4 Asset Acquisition.
Therefore, as of September 11, 2003, GP4 Asset Acquisition became the general partner of
the Partnership.The Partnership commenced a public offering (the Offering) of up to 30,000 limited
partnership units (the Units), priced at $1,000 per Unit, registered under the Securities
Act of 1933, as amended, by means of a Registration Statement filed on Form S-11, which was
declared effective by the Securities and Exchange Commission on December 23, 1996. The
Partnership accepted subscriptions for the minimum number of Units on March 5, 1997 and
immediately commenced operations. The Offering was fully subscribed in December 1998. Since
1999, 1,025 Units have been repurchased by the Partnership pursuant to the terms of the
Repurchase Plan set forth in the Partnerships December 23, 1996 prospectus with respect to
the Offering. At June 30, 2006, the Partnership had 28,975 Units issued and outstanding.The principal investment objectives of the Partnership are: (i) preservation and protection
of capital; (ii) distribution of cash flow generated by the Partnerships leases; (iii)
capital appreciation of Partnership properties; (iv) generation of increased income and
protection against inflation through escalation of base rents or participation in gross
revenues of tenants of Partnership properties; and (v) deferred taxation of cash
distributions to the limited partners.Allocation of profits, losses and cash distributions from operations and cash distributions
from sale or refinancing activities are made pursuant to the terms of the Partnership
Agreement. Profits and losses from operations are allocated among the limited partners
based upon the number of Units owned.Net income per limited partnership interest is calculated using the weighted average number
of limited partnership Units outstanding during the period and the limited partners
allocable share of the net income.Distributions per limited partnership Unit are calculated using the actual distributions
disbursed during the period and the weighted average number of limited partnership Units
outstanding
 7




---



##### Table of Contents



during the period. Actual individual limited partner distributions may vary
from this calculation as a result of a variety of factors including: (i) actual
distributions are computed based on quarterly operating results and outstanding limited
partnership units, which are disbursed in the subsequent quarter; (ii) certain limited
partners have elected to receive monthly distributions versus quarterly distributions which
creates timing differences between comparative calculations, (iii) the
calculation ignores the timing of repurchases, and (iv) liquidating distributions are
determined based on the tax account balances of the partners per the Partnership agreement.In November 2004, the limited partners approved a plan to liquidate the Partnership and
dispose of all the assets of the Partnership. With this approval, the Partnership
commenced activities to liquidate and dispose of the assets of the Partnership, which
included entering into an exclusive listing agreement with a third party to oversee the
marketing and offering for sale of all the real estate assets and equipment leases and
loans on behalf of the Partnership. This agreement has been terminated and the Partnership
is negotiating with local real estate brokers to oversee the sale of the remaining assets.
In accordance with Financial Accounting Standards No. 144 Accounting for the Impairment or
Disposal of Long Lived-Assets (FAS 144), as a result of the approval of this plan, as of
December 31, 2004 all assets, excluding cash, were previously classified as Assets Held for
Sale, and the results of the operations for these Assets Held for Sale were previously
classified as discontinued operations for all years presented, since the operations were
directly related to the assets held for sale. Depreciation of real estate assets ceased at
December 31, 2004. The three real properties and one financing lease owned by the
Partnership as of June 30, 2006 and December 31, 2005 which were not disposed of within one
year from the initial held for sale designation were reclassified to investment in
operating leases and financing leases at December 31, 2005. In accordance with FAS 144,
the partnership recognized depreciation expense of $80,407 for the operating lease assets
for the year ended December 31, 2005 in the fourth quarter of 2005 to cumulatively catch-up
depreciation since the cessation in December 2004 upon reclassification of these assets.
At March 31, 2006 and December 31, 2005 one of the investments in operating leases was
recorded as held for sale as this property was sold on April 12, 2006. The respective
results of operations of these assets, except for the real property sold on April 12, 2006,
have been presented within continuing operations for all periods presented in accordance
with FAS 144. The remaining assets of the Partnership will be sold and the cash will be
used to distribute the net proceeds from such liquidations after the repayment of all
liabilities in accordance with the partnership agreement.On April 12, 2006, the Partnership sold the property located in Southgate, Michigan and the
related lease for a purchase price of $1 million. There were no debt retirement costs
associated with the disposition of this property.As of June 30, 2006, the Partnership had a portfolio of three properties located in two
states, and one financing lease for a total cost basis of $5.2 million. As of June 30,
2006, the Partnership has not made, nor does it intend to make, any commitments to purchase
additional properties.The balance sheet of the Partnership as of June 30, 2006, the statements of operations and
cash flows for the periods ending June 30, 2006 and 2005 and the statement of changes in
partners capital for the period ending June 30, 2006 have not been audited. In the
opinion of management, these unaudited financial statements contain all adjustments
necessary to present fairly the financial position and results of operations and cash flows
of the Partnership for the periods then ended. Results of operations for the interim
periods are not necessarily indicative of results for the full year. These unaudited
financial statements should be read in conjunction with the financial statements and notes
thereto included in the Partnerships annual report on Form 10-K for the year ended
December 31, 2005 filed with the United States Securities and Exchange Commission on March
29, 2006.
 2.
    
    LAND AND BUILDING SUBJECT TO OPERATING LEASES:The net investment in operating leases, including those classified as held for sale, as of
June 30, 2006 and December 31, 2005 is comprised of the following:
 8




---



##### Table of Contents



June 30, 2006
    
    
    December 31, 2005Land
    
    $
    1,390,200
    
    
    $
    1,705,200Building and improvements
    
    
    2,689,980
    
    
    
    3,214,9804,080,180
    
    
    
    4,920,180Less accumulated depreciation
    
    
    (562,113
    )
    
    
    (624,723
    )Total
    
    $
    3,518,067
    
    
    $
    4,295,457
 3.
    
    NET INVESTMENT IN FINANCING LEASES:The net investment in financing leases as of June 30, 2006 and December 31, 2005 is
comprised of the following:
 June 30, 2006
    
    
    December 31, 2005Minimum lease payments to be received
    
    $
    1,803,853
    
    
    $
    1,880,854Less unearned income
    
    
    (604,987
    )
    
    
    (663,268
    )Less provision for impaired financing lease
    
    
    (298,866
    )
    
    
    0Net investment in financing leases
    
    $
    900,000
    
    
    $
    1,217,585
  4.
    
    NOTES PAYABLE:In December 1998, the Partnership entered into a $6.4 million term note. The note had a
10-year term, was collateralized by certain properties that had a carrying value of
approximately $11.6 million subject to operating leases, and bore interest at a rate of
8.13% per annum. The Partnership defeased all the remaining amounts payable under this
note using the proceeds from the sale of twelve properties in June 2005. The Partnership
incurred approximately $841,000 of yield maintenance costs and $46,000 of professional fees
related to the defeasance.In March 1999, the Partnership entered into an additional $3.3 million term note. The note
had a 10-year term, was collateralized by certain properties that had a carrying value of
approximately $3.4 million, subject to operating leases, and bore interest at a rate of
8.5% per annum. In March 2004, the partnership defeased approximately $466,000 of this note
payable with proceeds from the sale of a property. The Partnership defeased all the
remaining amounts payable under this note using the proceeds from the sale of twelve
properties in June 2005. The Partnership incurred approximately $427,000 of yield
maintenance costs and $46,000 of professional fees related to the June 2005 defeasance.The Partnership purchased one net leased real estate property in October 2000 and assumed a
$3.75 million term note in connection with the acquisition of a property. The note had a
10-year term and was collateralized by a property that had a carrying value of
approximately $4.6 million and bore interest at the rate of 8.35% per annum. The
Partnership prepaid all remaining amounts payable under this note using the proceeds from
the sale of the collateralized property in August 2005. The Partnership incurred
approximately $295,000 of yield maintenance costs and $35,000 of professional fees related
to the prepayment.
 9




---



##### Table of Contents



In November 2001, the Partnership entered into an additional $1.5 million term note. In
June 2004, the Partnership sold a property subject to an operating lease that secured this
note. Using proceeds from the sale, the note was paid down to a balance of $874,000, and
the maturity date was extended to July 2006. The remaining note was secured by a certain
property subject to an operating lease that had a carrying value of $1.5 million, and bore
interest at a rate of prime plus 2% per annum. The Partnership prepaid all remaining
amounts payable under this note using the proceeds from the sale of the secured property in
June 2005.In April 2003, the Partnership entered into an $862,500 term note. The note has a 5-year
term, was collateralized by a certain property subject to an operating lease that had a
carrying value of $1.1 million, and bore interest at a rate of 6.25%, per annum. The
Partnership prepaid all remaining amounts payable under this note using the proceeds from
the sale of the collateralized property in June 2005.In April 2003, the Partnership entered into a $57,500 unsecured revolving note. The note
initially had a 2-year term and bore interest at a variable rate equivalent to the Wall
Street Journal (WSJ) prime rate plus 1/2%. The interest rate was adjusted monthly for
changes in the WSJ prime rate. In April 2005, the maturity date on the note was extended to
April 2006. The Partnership prepaid the remaining amounts payable under this note using
the proceeds from the sale of the twelve properties in June 2005.The Partnership has no further obligations related to any of its notes payable.Debt issuance costs of $646,349 were incurred in connection with the issuance of the notes,
and are were amortized over the life of the notes to interest expense using the
straight-line method, which was not materially different than the interest rate method.
Upon the defeasance and prepayment of the notes payable in June 2005, the remaining
unamortized debt issuance costs associated with the debt that was prepaid were expensed.5.
    
    DISCONTINUED OPERATIONS:Income from discontinued operations, net for the three and six months ended June 30, 2006
and 2005 consisted of the following:
 Three months ended6/30/06
    
    
    6/30/05Revenues
    
    $
    2,539
    
    
    $
    461,309Interest expense
    
    
    0
    
    
    
    223,510Income from discontinued operations, net
    
    $
    2,539
    
    
    $
    237,799
 Six months ended6/30/06
    
    
    6/30/05Revenues
    
    $
    24,034
    
    
    $
    1,053,694Depreciation
    
    
    3,281
    
    
    
    0Interest expense
    
    
    0
    
    
    
    512,246Income from discontinued operations, net
    
    $
    20,753
    
    
    $
    541,448
   10




---



##### Table of Contents



ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  RESULTS OF OPERATIONS
 Three Months Ended June 30, 2006
    11




---



##### Table of Contents



2006
    
    
    2005Revenues
    
    $
    2,539
    
    
    $
    461,309Interest expense
    
    
    0
    
    
    
    223,510Income from discontinued operations, net
    
    $
    2,539
    
    
    $
    237,799
     Six months ended June 30, 2006
     12




---



##### Table of Contents



2006
    
    
    2005Revenues
    
    $
    24,034
    
    
    $
    1,053,694Depreciation
    
    
    3,281
    
    
    
    0Interest expense
    
    
    0
    
    
    
    512,246Income from discontinued operations, net
    
    $
    20,753
    
    
    $
    541,448
      LIQUIDITY AND CAPITAL COMMITMENTS
     13




---



##### Table of Contents



14




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
   
 ITEM 4. CONTROLS AND PROCEDURES
   15




---



##### Table of Contents



PART II  OTHER INFORMATION
 ITEM 1.
    
    LEGAL PROCEEDINGS.   NoneITEM 2.
    
    CHANGES IN SECURITIES AND USE OF PROCEEDS.   NoneITEM 3.
    
    DEFAULTS UPON SENIOR SECURITIES.   None.ITEM 4.
    
    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.   NoneITEM 5.
    
    OTHER INFORMATION.   NoneITEM 6.
    
    EXHIBITS.The following exhibits are included herein or incorporated by reference:
 Number
    
    Exhibit2
    
    Plan of Liquidation and Dissolution (Incorporated by reference to the
Registrants Definitive Proxy Statement on Schedule 14A, filed on September 21, 2004)4
    
    Amended Agreement of Limited Partnership of Registrant. (Incorporated by
reference to the Registrants Definitive Proxy Statement on Schedule 14A, filed on
September 21, 2004 and the corresponding exhibit in the Registrants Form 10-K for the
year ended December 31, 1998)10.1
    
    Promissory Note dated November 28, 1998 between Registrant and National
Realty Funding L.C. (Incorporated by reference to the corresponding exhibit in the
Registrants Form 10-K for the year ended December 31, 1998)10.2
    
    Promissory Note dated March 31, 1999 between Registrant and National Realty
Funding L.C. (Incorporated by reference to the corresponding exhibit in the
Registrants Form 10-Q for the quarter ended March 31, 1999)31
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
 16




---



##### Table of Contents



SIGNATURES
  By:
    
    Captec Franchise Capital Partners L.P. IVGP4 Asset Acquisition, LLCIts ManagerBy:
    
    /s/ Patrick L. BeachPatrick L. BeachPresidentDate:
    
    August 11, 2006
 17




---



##### Table of Contents



Exhibit
Index
 Number
    
    Exhibit2
    
    Plan of Liquidation and Dissolution (Incorporated by reference to the
Registrants Definitive Proxy Statement on Schedule 14A, filed on September 21, 2004)4
    
    Amended Agreement of Limited Partnership of Registrant. (Incorporated by
reference to the Registrants Definitive Proxy Statement on Schedule 14A, filed on
September 21, 2004 and the corresponding exhibit in the Registrants Form 10-K for the
year ended December 31, 1998)10.1
    
    Promissory Note dated November 28, 1998 between Registrant and National
Realty Funding L.C. (Incorporated by reference to the corresponding exhibit in the
Registrants Form 10-K for the year ended December 31, 1998)10.2
    
    Promissory Note dated March 31, 1999 between Registrant and National Realty
Funding L.C. (Incorporated by reference to the corresponding exhibit in the
Registrants Form 10-Q for the quarter ended March 31, 1999)31
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section
906 of the Sarbanes-Oxley Act of 2002
 18