<PAGE>


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB


                  QUARTERLY REPORT UNDER SECTION 13 or 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001

                                   ----------

                       Commission file number: 33-49261-D


                        TRANSITION AUTO FINANCE II, INC.
        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)



               TEXAS                                          75-2753067
     (State of incorporation)                             (I.R.S. employer
                                                        identification 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

Check whether the registrant (1) has 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 [ ] No [X]

State the number of shares outstanding of each of the issuer's classes of Common
equity, as of the latest practicable date: As March 31, 2001, the issuer had
1,000 shares of common stock

    TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMS (CHECK ONE): YES [ ] NO [X]


================================================================================


<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                                   FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2001

<Table>
<Caption>

                                                                                                             Page No.
                                                                                                             --------
<S>                                                                                                          <C>
PART I.  FINANCIAL INFORMATION

         ITEM 1.  Financial Statements

                  Balance Sheets..................................................................................3
                    March 31, 2001 (Unaudited) and December 31, 2000

                  Statements of Income (Unaudited)................................................................5
                    Quarter ended March 31, 2001 and March 31, 2000

                  Statements of Cash Flows (Unaudited)............................................................6
                    Three Months ended March 31, 2001 and March 31, 2000

                  Notes to  Financial Statements (Unaudited)......................................................7

         ITEM 2.           Management's Discussion and Analysis of Financial Condition and
                           Results of Operations.................................................................11

PART II. OTHER INFORMATION

         ITEM 1.  Legal Proceedings..............................................................................12

         ITEM 2.  Changes in Securities and Use of Proceeds......................................................12

         ITEM 3.  Defaults Upon Senior Securities................................................................12

         ITEM 4.  Submission of Matters to a Vote of Security Holders............................................12

         ITEM 5.  Other Information..............................................................................13

         ITEM 6.  Exhibits and Reports on Form 8-K...............................................................13

         Signatures  ............................................................................................14
</Table>




         In the opinion of management, all adjustments necessary to fair
statement of the results for interim periods presented have been reflected in
these financial statements.



                                       2
<PAGE>






                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                        TRANSITION AUTO FINANCE II, INC.

                                 BALANCE SHEETS

                                     ASSETS

<Table>
<Caption>
                                                                      3 months ended       FYE
                                                                         3/31/2001      12/31/2000
                                                                        (unaudited)    (See Note 1)
                                                                      --------------   ------------
<S>                                                                    <C>             <C>

CURRENT ASSETS
  Cash and cash equivalents                                            $    617,241    $    446,662
  Accounts receivable                                                       380,943         554,406
  Vehicles held for sale                                                    289,388         126,919
                                                                       ------------    ------------
      Total Current Assets                                                1,287,572       1,127,987
                                                                       ------------    ------------

PROPERTY, at cost
  Vehicles leased                                                         7,032,882       8,457,696
  Less accumulated depreciation                                          (2,129,477)     (2,286,505)
                                                                       ------------    ------------
      Net Property                                                        4,903,405       6,171,191
                                                                       ------------    ------------

OTHER ASSETS
  Debt issuance costs, net of amortization of $726,985 and $648,595         391,947         470,337
                                                                       ------------    ------------

TOTAL ASSETS                                                           $  6,582,924    $  7,769,515
                                                                       ============    ============

</Table>



                                       3
<PAGE>


                        TRANSITION AUTO FINANCE II, INC.

                           BALANCE SHEETS (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<Table>
<Caption>
                                                                                    3 Months Ended       FYE
                                                                                      3/31/2001       12/31/2000
                                                                                     (Unaudited)     (See Note 1)
                                                                                    --------------   ------------
<S>                                                                                  <C>             <C>
CURRENT LIABILITIES
  Accrued liabilities                                                                $     82,513    $    176,736
  Current portion of deferred revenue                                                     293,677         440,256
                                                                                     ------------    ------------
        Total Current Liabilities                                                         376,190         616,992
                                                                                     ------------    ------------


OTHER LIABILITIES
  Due to affiliate                                                                        167,431         163,598
  Deferred revenue                                                                        389,293         519,368
  Investor notes payable                                                                8,670,000       9,482,000
                                                                                     ------------    ------------
      Total Other Liabilities                                                           9,226,724      10,164,966
                                                                                     ------------    ------------


TOTAL LIABILITIES                                                                       9,602,914      10,781,958
                                                                                     ------------    ------------

SUBORDINATED DEBT TO AFFILIATE                                                            371,330         371,330
                                                                                     ------------    ------------

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)                                                         (3,392,320)     (3,384,773)
                                                                                     ------------    ------------
       Total Stockholders' Equity (Deficit)                                            (3,391,320)     (3,383,773)
                                                                                     ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIT)                                                                         $  6,582,924    $  7,769,515
                                                                                     ============    ============
</Table>

Note 1: The balance sheet at December 31, 2000, as presented, is derived from
the audited financial statements at that date.



                                       4
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                              STATEMENTS OF INCOME

                                   (Unaudited)


<Table>
<Caption>
                                                               Quarter Ended   Quarter Ended
                                                               March 31, 2001  March 31, 2000
                                                               --------------  --------------
<S>                                                            <C>             <C>

REVENUES

  Vehicle monthly lease payments                                 $  537,683      $  475,390
   Amortization of down payments                                    233,371         111,254
                                                                 ----------      ----------

        Total Revenues                                              771,054         586,644
                                                                 ----------      ----------

OPERATING EXPENSES

  Operating costs                                                     9,126         345,169
  General and administrative                                         13,551          15,052
  Depreciation and amortization                                     384,405         374,640
  Impairment loss                                                       -0-             -0-
                                                                 ----------      ----------

        Total Operating Expenses                                    407,082         734,861
                                                                 ----------      ----------

Operating Income (Loss)                                             363,972        (148,217)
                                                                 ----------      ----------

OTHER INCOME (EXPENSE)

Investment income                                                     1,467          25,700
Other income (expense)                                                   52          17,684
Interest expense                                                   (252,473)       (275,130)
Loss on sale of inventory                                          (120,565)        (17,314)
                                                                 ----------      ----------

        Total Other Income (Expense)                               (371,519)       (249,060)
                                                                 ----------      ----------

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

Net Loss                                                         $   (7,547)     $ (397,277)
                                                                 ==========      ==========

Loss per share (basic and diluted)                               $     7.55      $   397.28

</Table>

NON-CASH INVESTING ACTIVITIES

Vehicle purchases during the three months ended March 31, 2001 with a net book
value of $162,469 were reclassified from vehicles leased to vehicles held for
sale.



                                       5
<PAGE>


                        TRANSITION AUTO FINANCE II, INC.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)


<Table>
<Caption>
                                                                 3 Months Ended   3 Months Ended
                                                                 March 31, 2001   March 31, 2000
                                                                 ---------------  --------------
<S>                                                              <C>             <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                         $     (7,547)   $   (397,277)
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Depreciation and amortization                                    384,405         374,640
     Amortization of down payments                                   (233,371)       (111,254)
     Impairment loss                                                      -0-             -0-
     Provision for allowance for doubtful accounts                        -0-             -0-
     (Gain) loss on sale of property                                  120,565          17,314
Net changes in operating assets and liabilities:
     Accounts receivable                                              173,463         104,265
     Accrued liabilities                                              (94,223)        106,353
     Deferred revenue                                                 (43,283)        558,585
                                                                 ------------    ------------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                      300,009         652,626
                                                                 ------------    ------------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                               -0-      (2,694,648)
   Cash proceeds from sale of property                                678,737         129,948
                                                                 ------------    ------------
NET CASH (USED) BY INVESTING ACTIVITIES                               678,737      (2,564,700)
                                                                 ------------    ------------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                 -0-             -0-
   Net advances (payments) to affiliates                                3,833           1,223
   Debt issuance costs                                                    -0-         (15,076)
   Proceeds from notes payable                                            -0-             -0-
   Payments of Notes Payable                                         (812,000)            -0-
                                                                 ------------    ------------

NET CASH PROVIDED  BY FINANCING ACTIVITIES                           (808,167)        (13,853)
                                                                 ------------    ------------

NET INCREASE (DECREASE) IN CASH                                       170,579      (1,925,927)

CASH AND CASH EQUIVALENTS, beginning of period                        446,662       2,483,593
                                                                 ------------    ------------

CASH AND CASH EQUIVALENTS, end of period                         $    617,241    $    557,666
                                                                 ============    ============

CASH PAID DURING THE YEAR FOR
   Interest                                                      $    257,972    $    275,100
                                                                 ============    ============
   Income taxes                                                  $        -0-    $        -0-
                                                                 ============    ============
</Table>

NON-CASH INVESTING ACTIVITIES

Vehicle purchases during the three months ended March 31, 2001 with a net book
value of $162,469 were reclassified from vehicles leased to vehicles held for
sale.



                                       6
<PAGE>



                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                 MARCH 31, 2001

NOTE 1:  BUSINESS ACTIVITY

         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. A summary of
         the significant accounting policies consistently applied in the
         preparation of the accompanying financial statements follows.
         Transition Leasing Management, Inc. (TLMI) 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-two 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 book value or market
                  value. Generally these vehicles will be sold at auction by the
                  Company.



                                       7
<PAGE>


                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                 MARCH 31, 2001


NOTE 2:  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)

         EQUIPMENT AND LEASED VEHICLES

                  Equipment and leased vehicles 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-two months.

                  The Company adopted Financial Accounting Standards Board
                  issued Statement No. 121, Accounting for the Impairment of
                  Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
                  which requires impairment losses to be recorded on long-lived
                  assets used in operations when indicators of impairment are
                  present. An impairment loss of $617,684 has been recorded in
                  these financial statements for the year ended December 31,
                  1999.

         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 June 30, 2002.

         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-two 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.



                                       8
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                 MARCH 31, 2001


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:  INVESTOR NOTES PAYABLE

         The Company has issued fixed rate redeemable asset-backed notes
         (Investor Notes) as of December 1999 in the amount of $10,000,000.
         During the first quarter ended March 31, 2001, approximately $812,000
         was repaid to investors. The remaining balance as of March 31, 2001 was
         $8,670,000.

         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 11%. Interest is payable monthly on the 15th day of each
         month.

         The Investor Notes were issued at various times during 1999 and 1998,
         however the maturity date for all of the Investor Notes is June 30,
         2002. The Investor Notes are collateralized by the following:

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

                  2.       The leased vehicles.



                                       9
<PAGE>


                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                 MARCH 31, 2001


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 as of December 31, 2000 and 1999
         (primarily from net operating loss carryforward), which has been
         completely offset by recognition of a valuation allowance.

         The Company has a net operating loss (NOL) carryforward of
         approximately $5,400,000 and $1,450,000 for the year ended December 31,
         2000 and the year ended December 31, 1999, respectively. The Company's
         NOL carryforward expires between December 31, 2012 and December 31,
         2020.

NOTE 5:  RELATED PARTIES

         The Company has entered into a Servicing Agreement with TLMI. TLMI will
         be entitled to a servicing fee of $20 per month per contract and a
         payment of $150 per contract purchased. TLMI will receive, as a
         marketing fee, 57.5% of the down payment made by the customers with
         respect to contracts it originates. TLMI 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.

NOTE 6:  SUBORDINATED DEBT TO AFFILIATE

         The Company assumed a liability of $371,330 due to TLMI. This debt is
         subordinated to all other Company liabilities and can not be repaid
         before any other creditors or investors.



                                       10
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

         The following discussions and analysis relates to factors that have
affected the operating results of the Company for the quarter ended March 31,
2001. The balance sheet at December 31, 2000, as presented, is derived from the
audited financial statements at that date.

General.

         As of December 31, 1999, the Company had sold $10,000,000 of its 11%
Redeemable Secured Notes. In February of 1999 the Company also purchased 116
lease contracts from Transition Auto Finance, Inc. for $2,883,000.

Results of Operations: Three months ended March 31, 2001, compared to three
months ended March 31 ,2000

         For the three months ended March 31, 2001 the Company had received
monthly contract lease payments of $537,683 and amortization of down payments of
$233,371. For the same period in 2000, the Company had contract lease income of
$475,390, amortization of down payments of $111,254. The increase in total
revenues of $184,410 for the three month period ended March 31, 2001, compared
to the same period in 2000, was the result of greater lease activity in the
first quarter of 2001.

         Operating costs including general and administrative expenses were
$22,677 for the first quarter of 2001 compared to $360,221 for the same period
in 2000. The increase in operating costs for the first quarter of 2000 was $
337,544 which represented marketing fees paid to Transition Leasing Management,
Inc. for the new leases generated in that period.

         Depreciation and amortization was $384,405 for the three months ended
March 31, 2001, compared to $374,640 for the same period in 2000.

         Interest expense for the three months ended March 31, 2001, was $
252,473 compared to $ 275,130 for the same period in 2000. The reduction in
interest expense for the second quarter of 2001 was due to a reduction in Notes
outstanding at March 31, 2001, compared to the same period in 2000.

         Loss on sale of inventory for the first quarter of 2001 was $120,565
compared to a loss of $17,314 for the same period in 2000. The loss on inventory
for 2001 reflects a weaker economy and earlier repossessions in the lease term.
Loss on sale of inventory occurs when the book value of the asset exceeds the
market value of the repossessed vehicle.

         The net loss for the first quarter ended March 31, 2001 was $7,547
compared to a loss of $ 397,277 for the same period in 2000. The higher loss for
the 2000 period reflects a higher number of new lease added and the marketing
fees paid on those leases.

Liquidity and Capital Resources

         During the three months ended March 31, 2001 the Company used cash of $
678,737 in its investing activities from the sale of property and used $808,167
in its financing activities. For the same period in 2000, the Company utilized
cash of $2,564,700 in its investing activities and used $13,853 in its financing
activities.

         The Company's only source of liquidity in the future will be from its
monthly lease payments after interest and other allowed expenses.



                                       11
<PAGE>

         The Company's portfolio, which consisted of 508 leases, included 147
leases which resulted in 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      79   $ 1,855,986 $ 37,712 $   656,811 $ 361,559 $   970,552  $  50,772 $ 19,017  $ 202,651 $ 1,856,060 $ (37,639)
Early Payoff      68   $ 1,521,586 $  1,232 $   606,727 $ 329,728 $ 1,090,942  $  58,780 $ 12,406  $ 172,954 $ 1,925,629 $ 402,811
               -----   ----------- -------- ----------- --------- -----------  --------- --------  --------- ----------- ---------
Total            147   $ 3,377,572 $ 38,944 $ 1,263,538 $ 691,287 $ 2,061,494  $ 109,552 $ 31,423  $ 375,605 $ 3,781,689 $ 365,172
</Table>

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

         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.

PART II. OTHER INFORMATION

ITEM 1. 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 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

         (a) Not Applicable

         (b) Not Applicable

         (c) Not Applicable

         (d) 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 2.5% of the aggregate principal amount of the
         Notes sold. The Company also used 1.5% 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 3. DEFAULTS UPON SENIOR SECURITIES

None

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 first quarter of 2001.



                                       12
<PAGE>

ITEM 5. OTHER INFORMATION

None

ITEM 6. 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-QSB.

(b)    Reports on Form 8-K

       No reports on Form 8-K were filed during the three months ended March 31,
2001.



                                       13
<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 II, INC.

                                                    (Registrant)


Date:March 19, 2002                           /s/ KENNETH C. LOWE
     -------------------              -----------------------------------------
                                              Kenneth C. Lowe, President/
                                              Chief Executive Officer


Date:March 19, 2002                           /s/ KENNETH C. LOWE
     -------------------              -----------------------------------------
                                              Kenneth C. Lowe, President/
                                              Chief Operating Officer


Date:March 19, 2002                           /s/ KENNETH C. LOWE
     -------------------              -----------------------------------------
                                              Kenneth C. Lowe, President/
                                              Chief Financial Officer



                                       14
<PAGE>


                                INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER                            DESCRIPTION

<S>           <C>
3.1           Articles of Incorporation of Transition Auto Finance II, Inc. *

3.2           Bylaws of Transition Auto Finance II, Inc. *

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

4.2           Form of Secured Note Due June 30, 2002 (included in Article Two of Indenture filed as Exhibit 4.1)

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

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

</Table>

*        Incorporated by reference from Registration Statement on Form SB-2 of
         Transition Auto Finance II, Inc. Registration No. 33-49261-D, filed
         April 2, 1998.

**       Incorporated by reference from Amendment No. 1 to Registration
         Statement on Form SB-2 of Transition Auto Finance II, Inc.,
         Registration No. 33-49261-D, filed June 19, 1998.

***      Incorporated by reference from Amendment No. 2 to Registration
         Statement on Form SB-2 of Transition Auto Finance II, Inc.,
         Registration No. 33-49261-D, filed July 9, 1998.




                                       15