<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                 FORM 10-KSB/A

                 ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004
                        COMMISSION FILE NUMBER: 333-70350

                        TRANSITION AUTO FINANCE IV, INC.
               (Exact name of registrant as specified in charter)

            TEXAS                                75-2957399
(State or other jurisdiction           (I.R.S. Employer Identification
of incorporation or organization)                Number)

          8144 WALNUT HILL LANE., SUITE 680,
                     DALLAS, TEXAS                               75231
       (Address of principal executive offices)                (Zip code)

         Issuer's telephone number, including area code: (214) 360-9966

           Securities registered pursuant to section 12(b) of the Act:

    Title of Class:  NONE       Name of each exchange on which registered:  NONE

        Securities registered pursuant to section 12(g) of the Act: NONE

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy of information
statements incorporated by reference in Part 10-KSB or any amendment to this
Form 10KSB. [X]

State issuer's revenues for its most recent fiscal year: $1,277,934

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the stock was
sold, or the average bid and asked price of such common equity as of a specified
date within the past 60 days: N/A

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of December 31, 2004, the issuer
had 1,000 shares of common stock outstanding.

Transitional Small Business Disclosure Format (Check one): Yes [ ]  No [X]
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<S>                                                                                                            <C>
PART I.......................................................................................................   3

Item 1. Description of Business..............................................................................   3
Item 2. Description of Property..............................................................................   4
Item 3. Legal Proceedings....................................................................................   4
Item 4. Submission of Matters to a Vote of Security Holders..................................................   4

PART II......................................................................................................   4

Item 5. Market for Common Equity and Related Stockholder Matters.............................................   4
Item 6. Management's Discussion and Analysis or Plan of Operations...........................................   4
Item 7. Financial Statements and Supplementary Data..........................................................   6
Item 8. Changes In and Disagreements With Accountants On Accounting and Financial Disclosure.................  18

PART III.....................................................................................................  18

Item 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance With Section 16(A) of the
         Exchange Act........................................................................................  18
Item 10. Executive Compensation..............................................................................  19
Item 11. Security Ownership of Certain Beneficial Owners and Management Principal Stockholders...............  19
Item 12. Certain Relationships and Related Transactions......................................................  20
Item 13. Exhibits and Reports on Form 8-K....................................................................  21
</TABLE>

                                       2
<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

      As of April 3, 2002, Transition Auto Finance IV, Inc.'s (the "Company")
offering (the "Offering") of 9% Redeemable Secured Notes (the "Notes") was
declared effective by the United States Securities & Exchange Commission (the
"Commission"). As of December 31, 2004, the end of the period covered by this
Report, (i) the Company had sold Notes in an aggregate principal amount of
$4,477,000 and (ii) the Company's operating assets consisted of 129 leased
vehicles and the lease contracts related thereto. Of the Company's 129 lease
contracts at December 31, 2004, all were leases newly originated by Transition
Leasing Management, Inc. ("Transition Leasing"). As of December 31, 2004 the
Company had 144 and 29 leases that were terminated early for repossession and
early payoff respectively. As of December 31, 2004, the Company has paid when
due all interest payments owed on the Notes since their issuance.

      The Company was incorporated under the laws of the State of Texas on
September 13, 2001, as a wholly owned single-purpose corporate subsidiary of
Transition Leasing and is engaged in the business of purchasing new or
late-model vehicles and concurrently therewith entering into lease contracts of
such vehicles to customers.

      The Company was established for the sole purposes of purchasing vehicles
from third parties and leasing them to consumers pursuant to lease contracts,
collecting and servicing the lease contracts, obtaining capital through
borrowings or through sale of debt or equity securities to invest in such lease
contracts, remarketing the leased vehicles upon termination of their lease
contracts, and all related business activities. During the year ended December
31, 2004, all vehicles and lease contracts acquired by the Company were acquired
by the Company directly from lease originations by Transition Leasing.

      The funds necessary to purchase the lease contracts or leased vehicles
were initially provided solely from the sale of the Notes in the Offering. In
addition to the proceeds of the Offering, subject to the prior payment of
interest due upon the Notes and payment of certain allowed expenses, the
collection proceeds from the lease contracts have and will continue to be used
by the Company to purchase or acquire additional lease contracts until the
Sinking Fund Trigger Date. The Sinking Fund Trigger Date was originally April 3,
2005 but due to the economy and the events of September 11, the Company
requested and received a majority vote of the Noteholders that permitted the
extension of the Sinking Fund Trigger Date from April 3, 2005 until April 3,
2007. While the Notes remain outstanding, the Company is prohibited from
engaging in any business other than the purchase and acquisition of the leased
vehicles and the lease contracts, the collection and servicing of the lease
contracts (including repossession and resale of the leased vehicles collateral),
remarketing of the leased vehicles upon termination of the lease contracts, and
from incurring any additional indebtedness other than the allowed expenses
permitted under the Indenture and any other amounts incurred in the ordinary
course of its business.

      The Contracts purchased or acquired by the Company relate primarily to
leased vehicles in the middle range of the new and late model automobile market,
where consumer retail prices typically range from $15,000 to $30,000. The
Company purchased most of the new lease contracts originated by Transition
Leasing. Transition Leasing originates automobile lease contracts through new
automobile franchise dealers, independent automobile dealers, independent
leasing companies, automobile auctions, and other sources. Transition Leasing
leases new and late model automobiles to individuals who do not have access to
other sources of consumer credit because they do not meet the credit standards
imposed by automobile retailers or banking institutions, generally because they
have past credit problems or non-prime credit ratings. Frequently, the reason
that such an individual may have a non-prime credit rating is that, at some time
in the past, he has defaulted on one or more financial obligations, or he has
filed for relief under the bankruptcy laws, or both.

      In originating the lease contracts, Transition Leasing takes a more
flexible approach and applies a more subjective analysis than those taken by
traditional automobile financing sources in determining an applicant's
suitability for loan approval. Transition Leasing endeavors to determine whether
the applicant's prior credit problems were a result of job displacement,
financial hardship beyond the applicant's control or other circumstances that
are not indicative of the applicant's current financial condition or payment
performance. In addition, Transition Leasing seeks customers that have stable
employment providing regular income and possess a strong need to acquire
transportation. The Company only purchases or acquires lease contracts that
satisfy the lease criteria established in the Indenture and the lease Servicing
Agreement between the Company and Transition Leasing (as servicer), and believes
that the quality and performance of the lease contracts are enhanced through the
consistent application by Transition Leasing of predetermined purchasing,
origination and collection criteria established in the Indenture and the
Servicing Agreement.

      Transition Leasing and the Company are required to obtain and maintain
certain licenses and qualifications to do business in Texas and other states.
Transition Leasing and the Company have obtained such licenses.

                                       3
<PAGE>

      There is substantial competition in the business of selling and leasing
motor vehicles and the financing thereof. In addition, a number of institutions,
including banks, have entered the automobile financing business with respect to
high risk, non-prime credit borrowers and compete against Transition Leasing and
the Company for the best high risk borrowers. The Company believes, however,
that it currently has few competitors in the leasing of new and late-model used
motor vehicles to individuals who have had prior credit problems. The Company
competes to some extent with providers of alternative financing services,
secondary finance companies such as used car dealer groups, or other firms with
greater financial and marketing resources than the Company.

      As of the end of the period covered by this Report the Company had, and as
of the date of this Report the Company has, no employees and its operations are
conducted through Transition Leasing, which services the vehicle leases pursuant
to which the Company leases and will lease vehicles.

ITEM 2. DESCRIPTION OF PROPERTY

      As of December 31, 2004, the Company's principal executive offices have
been located within the offices of Transition Leasing at 8144 Walnut Hill Lane,
Suite 680, Dallas, Texas 75231, and its telephone number is (214) 360-9966. As
of December 31, 2004, the offices were in suitable condition for the performance
of normal and customary activities of the Company. The offices are leased by the
Company from Prentiss Properties, on a term of three years for $3,626 per month.

ITEM 3. LEGAL PROCEEDINGS

      The Company is not a party to any material legal proceedings, and no
material legal proceedings have been threatened by or, to the best of the
Company's knowledge, instituted against the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted to a vote of the Company's sole stockholder
during the fourth quarter of 2004.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

      There is no market for the Company's common stock. All shares of the
common stock are owned by Transition Leasing. No cash dividends have ever been
declared with respect to the common stock. In accordance with the Trust
Indenture, no dividends are allowed.

      The company applied 90% of the gross proceeds from the sale of the Notes
to the purchase or acquisition of the Leased Vehicles and the contracts. The
Company paid to the Underwriter sales commissions of 6% of the principal amount
of the Notes sold by the Underwriter. Additionally, the Company reimbursed the
Underwriter for certain expenses incurred in connection with its due diligence
activities with regard to the Offering of 2% of the aggregate principal amount
of the Notes sold. The Company also used 2% of the gross proceeds from the sale
of the Notes to pay offering and organizational expenses, including filing and
registration fees, legal fees of the Company's counsel, accounting fees,
trustee's fees, escrow agent's fees, "blue sky" expenses and printing expenses.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

      The following discussions and analysis relates to factors that have
affected the operating results of the Company for the year ended December 31,
2004 and comparison factors as of December 31, 2003. The consolidated balance
sheet at December 31, 2003, as presented, is derived from the audited statement
at that date.

General.

      As of December 31, 2004, the Company had sold $4,477,000 of its 9%
Redeemable Secured Notes and had originated a total of 231 leases. The Company
currently has 129 active leases with a net book value $ 2,336,593.

      The automobile finance industry continues to be negatively impacted by the
subsidization of consumer financing by the captive finance arms of major
automobile manufacturers. Low interest, or no interest, are terms that
traditional finance companies cannot compete with. Incentive financing increases
the number of new cars sold and as consumers trade in their used cars it creates
a glut on the used car market which in turn lowers the value of all used cars.

                                       4
<PAGE>

      In addition, the recent recession and high unemployment rate in the Dallas
area has created financial upheaval among a large number of consumers,
especially those with sub-prime credit. People with sub-prime credit typically
do not have adequate savings to carry them through economic hard times.
Sub-prime lenders normally do not fare well in economic downturns.

      The Company's audit opinion for December 31, 2004, makes reference to
auditor's Footnote 6 regarding the Company's future as a going concern. The
auditor's stated basis for this comment is "the Company's recurring operating
losses, negative working capital and negative equity position." Operating losses
are incurred in an operation of this type due to high startup costs and high
operating costs during the early years of operation while large numbers of
leases are being added. The Company actually had negative equity before it ever
leased its first car. It is impossible to predict at this time the total amount
of funds that will be available to repay TAF IV investors principal and
interest. In management's opinion, it is currently unfathomable that TAF IV will
not continue to operate as it is presently operating until all leases mature and
the proceeds are distributed to Noteholders.

Extension of Reinvestment Period

      In an attempt to offset this loss of leverage and to minimize the
possibility of a default, the Company requested that the Noteholders consent to
an amendment to the Indenture extending the reinvestment period from April 3,
2005 to April 3, 2007. The Consent Solicitation was approved by a majority of
the Noteholders and the Indenture was amended to reflect the extended
reinvestment period.

Liquidity and Capital Resources

      During the twelve months ended December 31, 2004, the Company used cash of
$378,857 from its investing activities and $7,816 from its financing activities
compared to cash of $1,936,353 used from its investing activities and $10,130
used from its financing activities during fiscal 2003.

Results of Operations

      For the year ended December 31, 2004, the Company had received monthly
contract lease payments of $933,092 and amortization of down payments of
$344,842 compared to $911,108 in monthly contract lease payments and $362,144 in
amortization of down payments for the same period in 2003.

      Operating cost including general and administrative expenses (excluding
depreciation) were $553,372 for the year ended December 31, 2004 compared to
$659,189 for the same period in 2003. The higher operating expenses for 2003 was
primarily due to greater marketing fees paid.

      Depreciation and amortization was $ 676,620 for the year ended December
31, 2004 compared to $682,464 for the same period in 2003.

      Loss on sale of inventory for the year ended December 31, 2004 was
$277,392 compared to $383,204 for the same period in 2003. The increased loss
for the 2003 period was due to a larger number of repossessions and a weak used
car market.

      Interest expense for the year ended December 31, 2004 was $403,146
compared to $ 403,146 for the same period in 2003.

      The net loss in fiscal 2004 was $ 631,771 compared to $847,534 for the
same period in 2003. The larger loss for the 2003 period was primarily due to
loss on sale of property and higher marketing fees.

The Company's portfolio consisted of 129 active leases and 173 leases the result
of early terminations. The information on the Company's experience with respect
to early terminations is set forth below:

<TABLE>
<CAPTION>
                                                                    Vehicle                                  Total
                 # of    Gross Cost    Misc.    Total      Down      Sale     Sales Tax  Warranty Marketing  Amount       Profit
              Contracts  Of Vehicle  Expenses  Payments  Payment    Amount     Credit     Rebate   Fee Paid Received      (Loss)
              ---------  ----------  --------  --------  -------- ----------  ---------  -------- --------- ----------- ------------
<S>           <C>        <C>         <C>       <C>       <C>      <C>         <C>        <C>      <C>       <C>         <C>
Repossession      144    $3,087,921   $68,259  $652,473  $510,758 $1,658,070  $ 93,591    $19,799  $294,108  $2,640,583  ($515,597)
Early Payoff       29    $  534,204   $   300  $167,489  $ 88,736 $  430,202  $ 24,778    $ 1,027  $ 51,022  $  661,210   $126,706
                  ---    ----------   -------  --------  -------- ----------  --------    -------  --------  ----------  ---------
Total             173    $3,622,125   $68,559  $819,962  $599,494 $2,088,272  $118,369    $20,826  $345,130  $3,301,793  ($388,891)
</TABLE>

Note: The above results on early termination does not include any allowance for
interest expense

                                       5
<PAGE>

      Early payoffs as of December 31, 2004 were 29 at a profit of $126,706.
Although most early payoffs result in a profit to the Company, a high percentage
of early payoffs is not considered a positive factor by the Company. Early
payoffs take a performing lease off the books and create cash, which until it is
reinvested, is a minimal earning asset.

      The Company believes that early payoffs generally occur as a result of the
customer performing on his lease and consequently rebuilding his credit. Many
times his improved credit will allow him to refinance or finance a new car
through traditional sources by trading in his leased vehicle, payoff the lease
balance, and still have a more favorable payment than he currently has with his
leased vehicle with the Company.

      This report contains various forward looking statements and information
that are based on management's belief as well as assumptions made by and
information currently available to management. 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 to have
been correct. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those expected. Among the key factors that may have a direct
bearing on the Company's operating results are fluctuations in the economy and
in the level of activity in the automobile and consumer finance industry, demand
for the Company's products, the impact of competition and interest rate
fluctuations.

ITEM 7. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The financial statements of the Company are included beginning immediately
following the index to the financial statements.

                                       6
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                     PAGE
                                                                     ----
<S>                                                                 <C>
INDEPENDENT AUDITORS' REPORT                                            8

FINANCIAL STATEMENTS

  Balance Sheets                                                        9

  Statement of Income and changes in Retained Earnings (Deficit)       10

  Statement of Stockholder's Equity                                    11

  Statements of Cash Flows                                             12

  Notes to Financial Statements                                     13-17
</TABLE>

                                       7
<PAGE>

                           SPROUSE & ANDERSON, L.L.P.
                            ACCOUNTANTS & CONSULTANTS

Board of Directors
Transition Auto Finance IV, Inc.
Dallas, Texas

                          INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheets of Transition Auto Finance IV,
Inc. (the Company) as of December 31, 2004 and 2003, and the related statements
of income (loss) and changes in retained earnings (deficit) and cash flows for
the years then ended. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with standards of the United States Public
Company Accounting Oversight Board. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Company as of December 31,
2004 and 2003, and the results of their operations and their cash flows for the
years then ended in conformity with U.S. generally accepted accounting
principles.

In connection with our audit, nothing came to our attention that caused us to
believe the Company or Transition Leasing Management, Inc., as its servicer,
failed to comply with the terms, covenants, provisions or conditions of section
5.6 of the Indenture dated April 1, 2002 with Trust Management, Inc., as Trustee
insofar as relate to accounting matters. However, our audit was not directed
primarily toward obtaining knowledge of such noncompliance.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has suffered recurring losses from operations,
negative working capital, a negative equity position and has investor notes
payable due in 2007. It is uncertain if or when the Company will be able to
repay the investor notes payable and this raises substantial doubt about the
Company's ability to continue as a going concern. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.

SPROUSE & ANDERSON, L.L.P.       Digitally signed by SPROUSE & ANDERSON, L.L.P.
                                 DN: cn=SPROUSE & ANDERSON, L.L.P., c=US,
                                 email=lmonreal@sprousecpa.com
                                 Date: 2005.08.10 13:15:22 -05'00'

February 28, 2005
Austin, Texas

                                       8
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                                 BALANCE SHEETS

                           DECEMBER 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                          2004           2003
                                                                                       -----------    -----------
                                     ASSETS
<S>                                                                                    <C>            <C>
CURRENT ASSETS
  Cash and cash equivalents                                                            $   161,536    $   285,628
  Accounts receivable, net of an allowance for doubtful accounts of $203,300
   and $160,000                                                                            148,245        118,865
  Vehicles held for sale                                                                    40,462         64,498
  Other assets                                                                               2,349          1,083
                                                                                       -----------    -----------
      Total Current Assets                                                                 352,592        470,074
                                                                                       -----------    -----------

PROPERTY, at cost
  Vehicles leased                                                                        2,991,734      3,326,694
  Less accumulated depreciation                                                           (655,141)      (505,557)
                                                                                       -----------    -----------
      Net Property                                                                       2,336,593      2,821,137
                                                                                       -----------    -----------

OTHER ASSETS
  Debt issuance costs, net of accumulated amortization of $244,599 and                     203,876        294,487
    $153,988, respectively
  Due from an affiliate                                                                     39,205         31,389
                                                                                       -----------    -----------
      Total Other Assets                                                                   243,081        325,876
                                                                                       -----------    -----------
TOTAL ASSETS                                                                           $ 2,932,266    $ 3,617,087
                                                                                       ===========    ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                                             $    54,288    $    42,264
  Current portion of deferred revenue                                                      152,655        224,461
                                                                                       -----------    -----------
       Total Current Liabilities                                                           206,943        266,725
                                                                                       -----------    -----------

OTHER LIABILITIES
  Deferred revenue, net of current portion                                                 220,074        213,342
  Investor notes payable                                                                 4,477,000      4,477,000
                                                                                       -----------    -----------
      Total Other Liabilities                                                            4,697,074      4,690,342
                                                                                       -----------    -----------

TOTAL LIABILITIES                                                                        4,904,017      4,957,067
                                                                                       -----------    -----------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, $.10 par value, 1,000 shares
    authorized, issued and outstanding                                                         100            100
   Additional paid-in capital                                                                  900            900
   Retained earnings (deficit)                                                          (1,972,751)    (1,340,980)
                                                                                       -----------    -----------
       Total Stockholders' Equity (Deficit)                                             (1,971,751)    (1,399,980)
                                                                                       -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                                   $ 2,932,266    $ 3,617,087
                                                                                       ===========    ===========
</TABLE>

                                       9
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                           STATEMENTS OF INCOME (LOSS)

                 FOR THE YEARS ENDED DECEMBER 31, 2004 and 2003

<TABLE>
<CAPTION>
                                          2004           2003
                                       -----------    -----------
<S>                                    <C>            <C>
REVENUES

  Vehicle monthly lease payments       $   933,092    $   911,108
  Amortization of down payments            344,842        362,144
                                       -----------    -----------

        Total Revenues                   1,277,934      1,273,252
                                       -----------    -----------

OPERATING EXPENSES

  Operating costs                          480,590        585,027
  General and administrative                72,782         74,162
  Depreciation and amortization            676,620        682,464
                                       -----------    -----------
        Total Operating Expenses         1,229,992      1,341,653
                                       -----------    -----------

Operating Income (Loss)                    (47,942)       (68,401)
                                       -----------    -----------

OTHER INCOME (EXPENSE)

Interest income                                825          7,217
Interest expense                          (403,146)      (403,146)
Loss on sale of inventory                 (277,392)      (383,204)
                                       -----------    -----------
        Total Other Income (Expense)      (679,713)      (779,133)
                                       -----------    -----------

Provision for Federal Income Taxes             -0-            -0-
                                       -----------    -----------

Net Loss                                  (631,771)      (847,534)
</TABLE>

              SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS

                                      10
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

<TABLE>
<CAPTION>
                                   COMMON STOCK
                                -----------------
                                                                                       TOTAL
                                                      ADDITIONAL     RETAINED       STOCKHOLDERS'
                                                       PAID-IN       EARNINGS         EQUITY
                                SHARES     AMOUNT      CAPITAL       (DEFICIT)       (DEFICIT)
                                ------  ---------    -----------    ------------    -------------
<S>                             <C>     <C>          <C>            <C>             <C>
Balance at December 31, 2002    1,000   $     100    $       900    $   (493,446)   $    (492,446)

   Net Loss                        -            -              -        (847,534)        (847,534)
                                -----   ---------    -----------    ------------    -------------

Balance at December 31, 2003    1,000         100            900      (1,340,980)      (1,339,980)

   Net Loss                         -           -              -        (631,771)        (631,771)
                                -----   ---------    -----------    ------------    -------------

Balance at December 31, 2004    1,000   $     100    $       900    $ (1,972,751)   $  (1,971,751)
                                =====   =========    ===========    ============    =============
</TABLE>

              SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS

                                      11
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                            STATEMENTS OF CASH FLOWS

                 FOR THE YEARS ENDED DECEMBER 31, 2004 and 2003

<TABLE>
<CAPTION>
                                                                                        2004          2003
                                                                                    -----------    -----------
<S>                                                                                 <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                            $  (631,771)   $  (847,534)
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Depreciation and amortization                                                      676,620        682,464
     Amortization of down payments                                                     (344,842)      (362,144)
     Bad debt expense                                                                   203,300        160,725
     Loss on sale of property                                                           277,392        383,204
Net changes in operating assets and liabilities:
     Accounts receivable                                                               (232,680)      (248,837)
     Other assets                                                                        (1,266)           -0-
     Vehicles held for sale                                                              24,036            -0-
     Accounts Payable and accrued liabilities                                            12,024        (71,851)
     Deferred revenue                                                                   279,768        506,447
                                                                                    -----------    -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                               262,581        202,474
                                                                                    -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of property                                                              (1,474,389)    (2,895,845)
   Proceeds from sale of property                                                     1,095,532        959,492
                                                                                    -----------    -----------
NET CASH USED BY INVESTING ACTIVITIES                                                  (378,857)    (1,936,353)
                                                                                    -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net payments to affiliates                                                            (7,816)       (10,130)
                                                                                    -----------    -----------
NET CASH PROVIDED (USED) BY FINANCING ACTIVITIES                                         (7,816)       (10,130)
                                                                                    -----------    -----------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                              (124,092)    (1,744,009)

CASH AND CASH EQUIVALENTS, beginning of year                                            285,628      2,029,637
                                                                                    -----------    -----------

CASH AND CASH EQUIVALENTS, end of year                                              $   161,536    $   285,628
                                                                                    ===========    ===========

Cash paid during the YEAR for
   Interest                                                                         $   402,561    $   403,346
                                                                                    ===========    ===========

NON-CASH INVESTING ACTIVITIES
Vehicles purchased during 2004 with a net book value of $40,462 were
reclassified from vehicles leased to vehicles held for sale at December 31, 2004.

Vehicles purchased during 2003 with a net book value of $35,624 were
reclassified from vehicles leased to vehicles held for sale at December 31, 2003.
</TABLE>

              SEE ACCOMPANYING NOTES TO THESE FINANCIAL STATEMENTS

                                      12
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                          NOTES TO FINANCIAL STATEMENTS

                           DECEMBER 31, 2004 and 2003

NOTE 1:     BUSINESS ACTIVITY

                  Transition Auto Finance IV, Inc. (the Company) is a Texas
            corporation organized in September 2001. The Company was established
            to purchase motor vehicles and automobile lease contracts, collect
            and service automobile lease contracts and remarket motor vehicles
            upon termination of their leases. Transition Leasing Management,
            Inc. (Transition Leasing) owns 100% of the Company's common stock.

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            CASH AND CASH EQUIVALENTS

            For purposes of the statement of cash flows, the Company considers
            all highly liquid investments with a maturity of three months or
            less when purchased to be cash equivalents.

            The Company maintains cash balances at financial institutions in
            Dallas, Texas. Accounts at the institutions are insured by the
            Federal Deposit Insurance Corporation up to $100,000. The Company
            has not experienced any losses in such accounts and believes it is
            not exposed to any significant credit risk on cash and cash
            equivalents.

            REVENUE

            The vehicles are leased to individuals under leases with terms
            ranging from thirty-six to forty-eight months. The leases are
            considered to be operating leases. At the end of the lease period,
            the lessee may purchase the equipment at the contractual residual
            value plus any other outstanding items due. Monthly lease payments
            are recognized as revenue in the month that the payments are due.
            The vehicle leases require a down payment from the lessee at the
            inception of the lease. The down payments are initially recorded as
            deferred revenue and then recognized as income over the term of the
            leases on a straight-line basis.

            VEHICLES HELD FOR SALE

            Vehicles held for sale are leased vehicles in which the lease term
            has expired or that have been repossessed. Vehicles held for sale
            are valued at the lower of cost or fair value. The cost is the net
            book value of the vehicle after it has been returned to the Company
            either through repossession or early termination of the lease.
            Generally these vehicles will be sold at auction by the Company or
            re-leased.

                                      13
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2004 and 2003

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  (CONTINUED)

            ACCOUNTS RECEIVABLE

            The Company provides for uncollectible accounts receivable using the
            allowance method of accounting for bad debts. Under this method of
            accounting, a provision for uncollectible accounts is charged to
            earnings. The allowance account is increased or decreased based on
            past collection history and management's evaluation of accounts
            receivable. All amounts considered uncollectible are charged against
            the allowance account and recoveries of previously charged-off
            accounts are added to the allowance.

            PROPERTY

            Property consists of leased vehicles, which are stated at cost less
            accumulated depreciation. Depreciation is provided in amounts
            sufficient to relate the cost of depreciable assets to operations
            over their estimated service lives using the straight-line- method.
            Leased vehicle depreciation is calculated over the term of the
            vehicle lease, using the cost of the vehicle less the estimated
            residual value of the vehicle at the end of the lease. Present
            leases have terms ranging from thirty-six to forty-eight months.

            OTHER ASSETS

            Other assets include debt issuance costs incurred in connection with
            the Company's offering of securities filed with the Securities and
            Exchange Commission. These costs are being amortized, on a
            straight-line basis, over the term of the debt securities, which
            mature on April 3, 2007.

            DEFERRED REVENUE

            Deferred revenue consists of down payments made by lessees at the
            inception of the lease. The down payments are amortized over the
            lease term. Lease terms range from thirty-six to forty-eight months.

            FAIR VALUE OF FINANCIAL INSTRUMENTS

            Fair values of financial instruments are estimated to approximate
            the related book value, unless otherwise indicated, based on market
            information available to the Company.

                                      14
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2004 and 2003

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            USE OF ESTIMATES

            In preparing the Company's financial statements, management is
            required to make estimates and assumptions that affect the reported
            amounts of assets and liabilities, the disclosure of contingent
            assets and liabilities at the date of the financial statements, and
            the reported amounts of revenues and expenses during the reporting
            period. Actual results could differ from these estimates.

            CONCENTRATION OF CREDIT RISK

            A majority of the lessees are residents of the Dallas/Fort Worth
            Metroplex. Vehicles are used as collateral for leases.

NOTE 3:     RECEIVABLES

            The Company has receivables as of December 31, 2004 and 2003, of

<TABLE>
<CAPTION>
                                             2004                2003
                                           --------           ----------
<S>                                        <C>                <C>
Lease payments                             $282,317           $  217,951
Warranty receivable from related party       22,874               11,637
Other                                        46,354               49,277
                                           --------           ----------
                                            351,545              278,865
Allowance for doubtful accounts            (203,300)            (160,000)
                                           --------           ----------
      Net Accounts Receivable              $148,245           $  118,865
                                           ========           ==========
</TABLE>

NOTE 4:     INCOME TAXES

            The Company is a corporation subject to federal and state income
            taxes. The Company and its parent intend to file a consolidated tax
            return. Each company in the consolidated group determines its
            taxable income or loss, on a separate company basis, and the
            consolidated tax liability is allocated to each company with taxable
            income in proportion to the total of the taxable income amounts.

            The Company has a deferred tax asset of approximately $670,000 and
            $456,000 as of December 31, 2004 and December 31, 2003,
            respectively, from net operating loss carry-forward, which has been
            completely offset by recognition of a valuation allowance.

                                      15
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2004 and 2003

NOTE 4:     INCOME TAXES (CONTINUED)

            The Company has a net operating loss (NOL) carry-forward of
            approximately $2,960,000 and $2,247,000 as of December 31, 2004 and
            December 31, 2003, respectively. The Company's NOL carry-forward
            expires on December 31, 2023

NOTE 5:     INVESTOR NOTES PAYABLE

            The Company had issued $4,477,000 of fixed rate redeemable
            asset-backed notes (Investor Notes) as of December 31, 2004 and
            2003.

            These Investor Notes were issued pursuant to a public offering on
            Form SB-2 under the Securities Act of 1933. The Investor Notes bear
            interest at the rate of 9%. Interest is payable monthly on the 15th
            day of each month.

            The Investor Notes were issued at various times during 2002, however
            the maturity date for all of the Investor Notes is April 3, 2007.
            The Investor Notes are collateralized by the following:

                  1.    Automobile contracts for the leasing of new or late
                        model automobiles.

                  2.    The leased vehicles.

            The following table represents Investor Notes outstanding at
            December 31, 2004 and 2003:

<TABLE>
<CAPTION>
Origination Date      Number of Notes     Note Amount
----------------      ---------------     -----------
<S>                   <C>                 <C>
   April 2002              124             $1,742,000
   May 2002                282              2,735,000
                                           ----------
                                           $4,477,000
                                           ==========
</TABLE>

NOTE 6:     RELATED PARTIES

            The Company has entered into a Servicing Agreement with Transition
            Leasing. Transition Leasing will be entitled to a servicing fee of
            $35 per month per contract and a payment of $150 per contract
            purchased. Transition Leasing will receive, as a marketing fee,
            57.5% of the down payments made by the customers with respect to
            contracts it originates. Transition Leasing will receive from the
            Company a Releasing Fee of 57.5% of the down payment with respect to
            a new contract following repossession of a leased vehicle. The
            Company paid Transition Leasing $260,561 in 2004 and $414,062 in
            2003 for servicing, documenting and marketing fees. The Company also
            has a receivable from Transition Leasing at December 31, 2004 and
            2003 for $39,205 and $31,389, respectively.

                                      16
<PAGE>

                        TRANSITION AUTO FINANCE IV, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

                           DECEMBER 31, 2004 and 2003

NOTE 6:     RELATED PARTIES (CONTINUED)

            In addition, the Company paid a related party, $41,000 and $79,000
            as of December 31, 2004 and 2003 for services provided. In addition,
            there was a related party receivable of $22,874 and $11,637 as of
            December 31, 2004 and 2003, respectively.

NOTE 7:     GOING CONCERN

            The accompanying financial statements have been prepared in
            conformity with U.S. generally accepted accounting principles, which
            contemplates continuation of the Company as a going concern. The
            Company has sustained recurring losses from operations, a negative
            equity position, and has investor notes payable due in 2007.
            Management will continue to service existing leases and initiate new
            leases until the trigger date of April 3, 2005. Management
            recognizes that full repayment of the notes payable in 2007 is
            unlikely and full repayment may not occur. As of the date of this
            report, the final outcome on the note repayment cannot be
            determined.

NOTE 8:     CONTINGENCY

            The Company has entered into an Agreement Tolling Statute of
            Limitations (the Tolling Agreement) with, among others, certain
            parties who hold the Company's 9.0% Secured Redeemable Promissory
            Notes due April 3, 2007 (the Noteholders). The Tolling Agreement
            tolls the running of the Statutes of limitations with respect to
            certain claims that the Noteholders contend they may have against
            the Company and others, including claims arising under certain
            federal and state securities laws. Common law fraud, negligent
            misrepresentation, deceptive trade practices, breach of fiduciary
            duty, conspiracy, rescission, and common law negligence. No suits or
            other actions have been filed by the Noteholders against the Company
            as of December 31, 2004.

                                      17
<PAGE>

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

      Not Applicable.

ITEM 8 (a).  CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS

We evaluated the effectiveness of our disclosure controls and procedures
("Disclosure Controls") as of the end of the 2004 fiscal year. This evaluation
("Controls Evaluation") was done with the participation of our president and
chief executive officer ("CEO") and chief financial officer ("CFO").

Disclosure Controls are controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act of 1934 ("Exchange Act") is
recorded processed, summarized and reported within the time periods specified in
the SEC's rules and forms. Disclosure Controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including our CEO and CFO, as
appropriate to allow timely decisions regarding required disclosure.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our management, including our CEO and CFO, does not expect that our Disclosure
Controls or our internal controls over financial reporting ("Internal Controls")
will prevent all error and all fraud. A control system, no matter how well
conceived and operated, can provide only reasonable, but not absolute, assurance
that the objectives of a control system are met. Further, any control system
reflects limitations on resources, and the benefits of a control system must be
considered relative to its costs. Because of the inherent limitations in all
control systems, no evaluation of controls can provide absolute assurance that
all control issues and instances of fraud, if any, within the Company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people, or by management
override of a control. A design of a control system is also based upon certain
assumptions about potential future conditions; over time, controls may become
inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations
in a cost-effective control system, misstatements due to error or fraud may
occur and may not be detected.

CONCLUSIONS

Based upon the Controls Evaluation, our CEO and CFO have concluded that, subject
to the limitations noted above, the Disclosure Controls are effective in
providing reasonable assurance that material information relating to Company is
made known to management on a timely basis during the period when our periodic
reports are being prepared.

Internal control over financial reporting is a framework incorporating processes
designed to assure that transactions are booked properly initially and find
their way to the appropriate place on the company's financial statements. There
were no changes in our internal control over financial reporting that occurred
during the fourth quarter of 2004 that have materially affected, or are
reasonably likely to materially affect our internal control over financial
reporting.

                                    PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
        WITH SECTION 16(A) OF THE EXCHANGE ACT

      The following table sets forth information concerning the directors and
executive officers of the Company and their age and position with the Company.
Each director holds office until the next annual stockholders' meeting

                                      18
<PAGE>

and thereafter until the individual's successor is elected and qualified.
Officers serve at the pleasure of the board of directors.

      The names, ages, backgrounds and principal occupations of the directors
and executive officers of the Company as of December 31, 2004 are set forth
below:

      Kenneth C. "Ken" Lowe, age 69, has served as our sole director, President
and Secretary since our inception. Mr. Lowe has served as a director, Vice
President and Secretary of Transition Leasing from October 1994 until July 1996
and as a director, President and Secretary of Transition Leasing since July
1996. Since 1993, Mr. Lowe has been Vice President of Young & Lowe, Inc., a
private investment banking firm. From 1990 to 1992, Mr. Lowe was President of
Custom Data Services, a company that specialized in financial data processing
and from 1988 to 1990, Mr. Lowe was President of Westside Communications, which
provided telephone equipment service to commercial customers. Mr. Lowe has a
Master's of Business Administration from Southern Methodist University and over
20 years of experience in investment banking.

      Randall K. Lowe, age 36, has served as our Vice President since our
inception and Vice President of Transition Leasing since July 1998. Prior to
joining us and since 1994, Mr. Lowe served as a credit analyst for Bank One in
New Orleans, Louisiana and Dallas, Texas. From 1991 to 1994 Mr. Lowe was a
credit analyst and branch office manager for Whitney National Bank, N.A. in New
Orleans. Mr. Lowe holds a Bachelor of Science degree from Tulane University.
Randall Lowe is the son of Ken Lowe.

      William H. Dreger, age 61, joined us in September 1999 and serves as our
Controller and Chief Accounting Officer. Prior to joining the Company, Mr.
Dreger was Chief Financial Officer and Chief Information Officer for Down to
Earth, Inc. in Garland, Texas from 1994 to 1999. From 1985 to 1992, Mr. Dreger
was President of Stephenson Financial Services, Inc. in North Hollywood,
California. Mr. Dreger has a Bachelor of Business Administration from the
University of North Texas at Denton, is a Certified Public Accountant and has
over 30 years of experience in accounting and systems.

      None of the directors or the executive officers receives any compensation
from the Company, other than reimbursement of their expenses incurred on behalf
of the Company. All the officers and directors are paid by Transition Leasing.

      Except as disclosed above, there are no family relationships among the
directors and any of the executive officers of the Company. The Company's
directors do not hold any directorship in any company with a class of securities
registered pursuant to Section 12 of the Exchange Act or subject to the
requirements of Section 15(d) of the Exchange Act or any company registered as
an investment company under the Investment Company Act of 1940, as amended.
Except for the officers set forth above, there are no employees of the Company.

ITEM 10. EXECUTIVE COMPENSATION

      The executive officers and sole director of the Company receive no
compensation, cash or otherwise, from the Company. The executive officers and
sole director of the Company are employed by Transition Leasing.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
         PRINCIPAL STOCKHOLDERS

      The following table sets forth information, as of December 31, 2004,
relating to the beneficial ownership of the Company's Common Stock by any person
or "group," as that term is used in Section 13(d)(3) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), known to the Company to own
beneficially 5% or more of the outstanding shares of Common Stock, and known to
the Company to be owned by each director of the Company and by all officers and
directors of the Company as a group. Except as otherwise indicated, each of the
persons named below is believed by the Company to possess sole voting and
investment power with respect to the shares of Common Stock beneficially owned
by such person.

                                      19
<PAGE>

<TABLE>
<CAPTION>
                                              Shares of Common Stock     Percentage of Common
         Name of Shareholder                            (1)                      Stock
----------------------------------            ----------------------     --------------------
<S>                                           <C>                        <C>
Transition Leasing Management, Inc.                      1000                      100%
8144 Walnut Hill Lane
Suite 680
Dallas, Texas 75231

Kenneth C. Lowe                                             0 (2)                    0
Randall K. Lowe                                             0                        0
William H. Dreger                                           0                        0

Total                                                    1000                      100%

All officers and directors as a group                       0                      100%
</TABLE>

-----------------
(1)   The information as to beneficial ownership of Common Stock has been
      furnished by the respective shareholders, directors and officers of the
      Company.

(2)   The directors of Transition Leasing could be deemed to share voting and
      investment powers over the shares of Common Stock owned of record by
      Transition Leasing. The sole director of Transition Leasing is Kenneth C.
      Lowe. The sole owners of the common stock of Transition Leasing are
      Kenneth C. Lowe and Randall K. Lowe. Transition Leasing has a number of
      preferred shareholders, who have limited voting rights and who may convert
      their preferred shares into shares of Transition Leasing common stock. The
      preferred shareholders, on a fully diluted basis, will not own more than
      20% of Transition Leasing's voting securities.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Transition Leasing owns 100% of our Common Stock. Our officers are also
officers of Transition Leasing. Mr. Kenneth Lowe is President and Secretary and
a director of Transition Leasing and a director, the President, Chief Financial
Officer and Secretary of our company, Transition Auto Finance II and Transition
Auto Finance III. These officers will devote as much of their time to our
business as, in their judgment, is reasonably required. We have real and ongoing
conflicts of interest with Transition Auto Finance II, Transition Auto Finance
III and Transition Leasing in allocating management time, services, overhead and
functions among ourselves, Transition Auto Finance II, Transition Auto Finance
III and Transition Leasing Management of Transition Auto Finance II, Transition
Auto Finance III and Transition Leasing intends to resolve any such conflicts in
a manner that is fair and equitable to us. However, there can be no assurance
that Transition Leasing will not form additional subsidiaries engaged in the
same business as Transition Auto Finance IV or that any particular conflict may
be resolved in a manner that does not adversely affect the noteholders. Neither
Transition Auto Finance II, Transition Auto Finance III nor Transition Leasing
has guaranteed or is otherwise liable for the debts and liabilities of the
Company.

      Due to excessive cost, and oftentimes dealer fraud, the Company no longer
purchases extended warranties from dealers who refer customers to the Company
when used cars are involved. The Company now purchases extended warranties from
Newcastle Services, Inc. where the cost of the warranty is substantially less
and the potential for dealer fraud is eliminated. Dealer fraud is a common
problem on extended warranties. The Company does not anticipate that extended
warranties will be purchased in large quantities since the majority of its
leases involve new vehicles that are covered by the stated manufacturers
warranty. Newcastle Services, Inc. is owned by Ken Lowe, the majority owner of
Transition Leasing Management, Inc., who owns 100% of the stock of the Company.

      Under the terms of the Servicing Agreement and the Purchasing Agreement,
Transition Leasing will be paid various fees and be entitled to reimbursement
for its expenses incurred in connection with the repossession, remarketing,
repair and resale of vehicles out of the proceeds from such resales. The terms
of the Servicing Agreement and the Purchasing Agreement were not negotiated at
arm's-length but were determined unilaterally by the management of Transition
Leasing. Thus, there are real and ongoing conflicts of interest with respect to
these agreements. We did not and do not intend to seek competitive bids from
other providers of lease purchasing, administration and collection services.
There has been no independent determination of the fairness and reasonableness
of the terms of these transactions and relationships. Thus, there is no
assurance that such services could not have been obtained from an unaffiliated
third party in arm's-length negotiations on terms more favorable to us.

      In addition, the terms of the lease contracts to be originated by
Transition Leasing will not have been negotiated at arm's-length but will be
determined unilaterally by Transition Leasing. Transition Leasing will receive
57.5% of each customer's down payment as a marketing fee. Fees paid to
Transition Leasing for 2004 and 2003 were $260,561 and $414,062. In addition,
the Company paid approximately $41,000 and $79,000 to Newcastle Services, Inc.
in 2004 and 2003 for services provided.

                                      20
<PAGE>

      Transition Leasing currently provides purchase and collection services for
Transition Auto Finance II, Inc. and Transition Auto Finance III, but does not
provide such services to any other party, including affiliates. Transition
Leasing, however, may agree in the future, to purchase and service lease
contracts for itself, its affiliates and other

      The Company used 2% or $258,385 of the gross proceeds from the Offering to
reimburse Transition Leasing, the Company's parent, for offering and
organizational expenses paid by it.

      The Company has joined in a Tax Sharing Agreement with Transition Leasing.
In general, under the terms of this agreement, Transition Leasing is responsible
for making all payments of federal income taxes due with respect to the
Affiliated Group to the Internal Revenue Service and all payments of state and
local consolidated, combined and unitary income taxes due with respect to the
Affiliated Group to the applicable state and local authorities. Under applicable
federal tax laws; however, if Transition Leasing fails to make such payments of
tax, the other members of the Affiliated Group, including the Company, would be
responsible for making such payments. The Company has a net operating loss (NOL)
carryforward of $2,960,000 and $2,247,000 as of December 31, 2004 and December
31, 2003, respectively. The Company's NOL carryforward expires on December 31,
2023.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Financial Statements

      The following financial statements are filed as a part of this Form
10-KSB:

            The Index to Financial Statements is set out in Item 7 herein.

      Exhibits

      The following exhibits are filed as exhibits to this report on Form
10-KSB:

            The information required is set forth in the Index to Exhibits
      accompanying this Form 10-KSB.

(b) Reports on Form 8-K

      No reports on Form 8-K were filed during the last quarter of 2004.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES

      Audit Fees

      The aggregate fees billed to the Company by Sprouse & Anderson, L.L.P. for
the audit of the Company's annual financial statements included in the 10KSB and
for the review of the financial statements included in its quarterly reports on
Form 10-Q for the fiscal years ended December 31, 2004 and 2003 totaled $18,163
and $14,180 respectively.

                                      21
<PAGE>

                                   SIGNATURES

      In accordance with section 13 or 15(d) of the Exchange Act, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

                                        TRANSITION AUTO FINANCE IV, INC.
                                    ----------------------------------------
                                                  (Registrant)

Date: August 24, 2005                     /s/ Kenneth C. Lowe
                                    ----------------------------------------
                                           Kenneth C. Lowe, President/
                                           Chief Executive Officer

Date: August 24, 2005                     /s/ Kenneth C. Lowe
                                    ----------------------------------------
                                           Kenneth C. Lowe, President/
                                           Chief Operating Officer

Date: August 24, 2005                     /s/ Kenneth C. Lowe
                                    ----------------------------------------
                                           Kenneth C. Lowe, President/
                                           Chief Financial Officer

<PAGE>

                               INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                  DESCRIPTION
<S>       <C>
3.1       Articles of Incorporation of Transition Auto Finance IV, Inc. *

3.2       Bylaws of Transition Auto Finance IV, Inc. *

4.1       Form of Indenture between Transition Auto Finance IV, Inc. and Trust
          Management, Inc., as Trustee ***

4.2       Form of Secured Note Due April 3, 2007 (included in Article Two of
          Indenture filed as Exhibit 4.1)

10.1      Form of Master Contract Purchase Agreement between Transition Auto Finance
          IV, Inc. and Transition Leasing Management, Inc.**

10.2      Form of Servicing Agreement between Transition Leasing Management, Inc.
          and Transition Auto Finance IV, Inc. **

31        Certification of Reporting Officer Pursuant to Section 302 of the
          Sarbanes-Oxley Act of 2002

32        Certification of Reporting Officer Pursuant to Section 906 of the
          Sarbanes-Oxley Act of 2002
</TABLE>

*     Incorporated by reference from Registration Statement on Form SB-2 of
      Transition Auto Finance IV, Inc. Registration No. 333-70350, filed April
      1, 2002.

**    Incorporated by reference from Amendment No. 1 to Registration Statement
      on Form SB-2 of Transition Auto Finance IV, Inc. Registration No.
      333-70350 filed April 1, 2002.

***   Incorporated by reference from Amendment No. 3 to Registration Statement
      on Form SB-2 of Transition Auto Finance IV, Inc. Registration No.
      333-70350 filed April 1, 2002.