<PAGE>

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

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

                                   FORM 10-QSB/A

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

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005
                              ---------------------

                       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 [X] No [ ]

State the number of shares outstanding of each of the issuer's classes of Common
equity, as of the latest practicable date: As of March 31, 2005, the issuer' had
1,000 shares of common stock

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

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



                                       1
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                                   FORM 10-QSB

                      FOR THE QUARTER ENDED MARCH 31, 2005

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

      ITEM 1.   Financial Statements

            Balance Sheets...................................................................      3
              March 31, 2005 (Unaudited) and December 31, 2004

            Statements of Income (Unaudited).................................................      4
              Quarter ended March 31, 2005 and March 31, 2004

            Statements of Cash Flows (Unaudited).............................................      5
              Three Months ended March 31, 2005 and March 31, 2004

            Notes to Financial Statements (Unaudited)........................................      6

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

      ITEM 3.   Controls and Procedures......................................................     12

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............................................................     12

      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
                                                  3/31/2005        12/31/2004
                                                  (unaudited)     (See Note 1)
                                                --------------    ------------
<S>                                             <C>               <C>
CURRENT ASSETS
  Cash and cash equivalents - restricted           $  105,840     $    111,388
  Other Assets                                          9,319            9,319
                                                   ----------     ------------
      Total Current Assets                            115,159          120,707
                                                   ----------     ------------
      Total Assets                                 $  115,159     $    120,707
                                                   ==========     ============
</TABLE>

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                3 Months Ended        FYE
                                                   3/31/2005       12/31/2004
                                                  (Unaudited)     (See Note 1)
                                                --------------    ------------
<S>                                             <C>               <C>
CURRENT LIABILITIES
  Accrued liabilities                            $        -0-     $        675
  Investor notes payable                            4,867,000        4,867,000
                                                 ------------     ------------
        Total Current Liabilities                   4,867,000        4,867,675
                                                 ------------     ------------

OTHER LIABILITIES
  Due to affiliate                                     64,192           64,192
                                                 ------------     ------------
      Total Other Liabilities                          64,192           64,192
                                                 ------------     ------------

TOTAL LIABILITIES                                   4,931,192        4,931,867
                                                 ------------     ------------

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)                     (5,188,363)      (5,183,490)
                                                 ------------     ------------
       Total Stockholders' Equity (Deficit)        (5,187,363)      (5,182,490)
                                                 ------------     ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIT)                                     $    115,159     $    120,707
                                                 ============     ============
</TABLE>

Note 1: The balance sheet at December 31, 2004, as presented, is derived from
the audited financial statements at that date.

See accompanying notes to financial statements.

                                       3
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                              STATEMENTS OF INCOME

                                   (Unaudited)

<TABLE>
<CAPTION>
                                       3 Months Ended   3 Months Ended
                                       March 31, 2005   March 31, 2004
                                       --------------   --------------
<S>                                    <C>              <C>
REVENUES

  Vehicle monthly lease payments        $        -0-     $     24,044
   Amortization of down payments                 -0-              752
                                        ------------     ------------

        Total Revenues                           -0-            24796
                                        ------------     ------------

OPERATING EXPENSES

  Operating costs                                -0-            1,060
  General and administrative                   5,000           19,892
  Depreciation and amortization                  -0-           12,377
                                        ------------     ------------

        Total Operating Expenses               5,000           33,329
                                        ------------     ------------

Operating Income (Loss)                       (5,000)          (8,533)
                                        ------------     ------------

OTHER INCOME (EXPENSE)

Investment income                                127              101
Other income (expense)                           -0-              -0-
Loss on sale of inventory                        -0-           (3,695)
                                        ------------     ------------
        Total Other Income (Expense)             127           (3,594)
                                        ------------     ------------

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

Net Loss                                $     (4,873)    $    (12,127)
                                        ============     ============

Loss per share (basic and diluted)      $      (4.87)    $     (12.13)
                                        ============     ============
</TABLE>

See accompanying notes to financial statements.

                                       4
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                       3 Months Ended  3 Months Ended
                                                                       March 31, 2005  March 31, 2004
                                                                       --------------  --------------
<S>                                                                    <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                                 ($   4,873)     ($  12,127)
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Depreciation and amortization                                              -0-          12,377
     Amortization of down payments                                              -0-            (752)
     Impairment loss                                                            -0-             -0-
     Provision for allowance for doubtful accounts                              -0-             -0-
     (Gain) loss on sale of property                                            -0-           3,695
Net changes in operating assets and liabilities:
     Accounts receivable                                                        -0-           8,059
     Other Assets                                                               -0-             183
     Accrued liabilities                                                       (675)         (4,001)
     Deferred revenue                                                           -0-            (-0-)
                                                                         ----------      ----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                             (5,548)          7,434
                                                                         ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                                     -0-             -0-
   Cash proceeds from sale of property                                          -0-          27,709
                                                                         ----------      ----------
NET CASH (USED) BY INVESTING ACTIVITIES                                         -0-          27,709
                                                                         ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                       -0-             -0-
   Net advances (payments) to affiliates                                        -0-           1,160
   Debt issuance costs                                                          -0-             -0-
   Proceeds from notes payable                                                  -0-             -0-
   Payments of Notes Payable                                                    -0-        (125,600)
                                                                         ----------      ----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                      (-0-)       (124,440)
                                                                         ----------      ----------

NET INCREASE (DECREASE) IN CASH                                              (5,548)        (89,297)

CASH AND CASH EQUIVALENTS, beginning of period                              111,388         225,140
                                                                         ----------      ----------

CASH AND CASH EQUIVALENTS, end of period                                  $ 105,840       $ 135,843
                                                                         ==========      ==========

CASH PAID DURING THE YEAR FOR
   Interest                                                               $     -0-       $     -0-
                                                                         ==========      ==========
   Income taxes                                                           $     -0-       $     -0-
                                                                         ==========      ==========
</TABLE>

NON-CASH INVESTING ACTIVITIES

Vehicle purchases as of March 31, 2004 with a net book value of $10,598 were
reclassified from vehicles held for sale to vehicles leased.

See accompanying notes to financial statements.

                                       5
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS

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.

            Trust Management, Inc. serves as the trustee for the Company under
            the Indenture Agreement. The Company defaulted on the investor notes
            payable administered by Trust Management, Inc. in June 2002. Upon
            the default of the investor notes payable, Trust Management, Inc.
            receives all receipts collected by the Company and approves all of
            the Company's disbursements. Trust Management, Inc. will pay note
            holders any unpaid principal, ratably, without preference as well as
            any other unpaid allowable costs incurred by the Company.

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 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 to cash and cash
            equivalents.

            All cash balances are restricted in nature and managed by Trust
            Management due to Company in default of their Indenture Agreement.
            All cash distributions from these accounts must be authorized by
            Trust Management, Inc. and are for the sole purpose of repaying
            investor notes payable after any authorized expenses have been paid.

            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.

                                       6
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            (CONTINUED)

            REVENUE (CONTINUED)

            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.

            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.

            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. Cost of these
            vehicles 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 the Company will sell these
            vehicles at auction.

            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-two months.

            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.

                                       7
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            (CONTINUED)

            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.

            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.

NOTE 3:     INVESTOR NOTES PAYABLE

            The Company has issued fixed rate redeemable asset-backed notes
            (Investor Notes). The remaining balance as of March 31, 2005 was
            $4,867,000.

            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 payments ceased after the 2002
            default.

            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.

            The Investors Notes matured on June 30, 2002 and the Company was
            unable to pay the remaining debt. The Company is in default on the
            investor notes payable as of June 30, 2002. As of that date all
            income from leasing activities is used to repay Investor Notes. All
            Company disbursements require approval of Trust Management.

                                       8
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

NOTE 4:     INCOME TAX

            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 $1,760,000 and
            $1,670,000 as of December 31, 2004 and 2003 (primarily from net
            operating loss carry-forward), which has been completely offset by
            recognition of a valuation allowance.

            The Company has a net operating loss (NOL) carry-forward of
            approximately $1,720,000 and $1,680,000 for the year ended December
            31, 2004 and the year ended December 31, 2003, respectively. The
            Company's NOL carry-forward expires between December 31, 2012 and
            December 31, 2023.

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. The
            Company paid $2,140 to TLMI in 2004 and $17,950 was paid in 2003 for
            servicing, documentation and marketing fees. The Company also has a
            payable to TLMI for $64,192 as of March 31, 2005 and December 31,
            2004.

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 cannot be
            repaid before any other creditors or investors.

                                       9
<PAGE>

                        TRANSITION AUTO FINANCE II, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Continued)

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, negative
            working capital, a negative equity position and has defaulted on
            investor notes payable that were due in 2002. Management intends to
            service existing leases and attempt to raise additional capital and
            or secure additional financing in order to continue repayment of the
            investor notes payable. As of December 31, 2004, the Company no
            longer had any leases to service or vehicles to lease. Management
            recognizes that full payment may take several years to complete and
            that full repayment may not occur. This situation raises substantial
            doubt about the Company's ability to continue as a going concern.

                                       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,
2005. The balance sheet at December 31, 2004, 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.

      On June 30, 2002 Transition Auto Finance II, Inc. defaulted on its
$10,000,000 11% Redeemable Secured Notes.

Results of Operations: Three months ended March 31, 2005, compared to three
months ended March 31, 2004.

      As of March 31, 2005, the company had no remaining leases on its books.
Its only remaining asset is cash and its only revenue is interest on the cash
that is held. Its only expense for the 3 months ended March 31, 2005 was $5,000
for the 2004 audit. As a result, no comparisons with the same period for 2004
would be meaningful.

      On June 30, 2002, TAF II, Inc. defaulted on its $10,000,000 11% Redeemable
Secured Notes. At the time of the default the company had paid to investors a
total of $7,058,413. This figure is comprised of $3,338,413 in interest and
$3,720,000 of principal. As of March 31, 2005, the principal amount paid to
Noteholders was $5,133,000.

      The adverse economic effects of the current recession and events of
September 11, resulted in an unusually high number of early lease payoffs and
automobile repossessions. The major reasons for the excessive early payoffs and
repossessions appear to have been (1) the weak economy, and (2) low - cost
incentive financing (such as "zero financing") offered by new car manufacturers.
The weak economy hurt the personal finances of many customers causing an
increased number of repossessions, while low-cost incentive financing enticed
many other customers to purchase new cars, which resulted in these customers
paying off their leases early. Additionally, low-cost financing negatively
impacted used car prices by flooding the market with late model cars.

      The early payoffs and repossessions were not, by themselves,
extraordinary. What was extraordinary - and unprecedented - was the pace and
rate at which these early payoffs and repossessions occurred. Most damaging,
however, was the timing of the excessive early payoffs and repossessions, which
began to accelerate in September 2000. Under the terms of the indenture that
governs the notes, all payments after August 2000, from early payoffs and
repossessions had to be returned to the note-holders rather than retained by the
company for further investment. This "sinking fund" provision in the indenture
had a devastating effect on the company's capital, and stripped the company of
its ability to generate sufficient cash flow to repay the notes.

      The company worked on a plan that would have extended the maturity of the
notes and the reinvestment period, and lower the interest rate. The effect of
these changes should have increased the ultimate amount of funds available for
note repayment but since these modifications would require 100% approval of the
Noteholders, the plan was never submitted to the Noteholders.

Early Payoffs and Repossessions

      The Company's portfolio, which consisted of 430 leases, included 391
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    236    $5,698,567 $150,480 $2,858,964 $1,136,054 $2,501,636 $111,712   $59,687  $  630,483 $ 6,037,570 $  188,523
Early Payoff    155    $3,444,188 $  6,747 $1,970,830 $  724,355 $2,118,544 $102,183   $15,805  $  399,274 $ 4,532,443 $1,081,508
                ---    ---------- -------- ---------- ---------- ---------- --------   -------  ---------- ----------- ----------
Total           391    $9,142,755 $157,227 $4,829,794 $1,860,409 $4,620,180 $213,895   $75,492  $1,029,757 $10,570,013 $1,270,031
</TABLE>

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

                                       11
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

                  Under the supervision and with the participation of our
      management, including our principal executive officer and principal
      financial officer, we conducted an evaluation of the effectiveness of the
      design and operation of our disclosure controls and procedures, as defined
      in Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of
      1934, within 90 days of the filing date of this report (the "Evaluation
      Date"). Based upon this evaluation, our principal executive officer and
      principal financial officer concluded as of the Evaluation Date that our
      disclosure controls and procedures were effective such that the material
      information required to the included in our Securities and Exchange
      Commission ("SEC") reports is recorded, processed, summarized, and
      reported within the time periods specified in SEC rules and forms relating
      to the Company, including, our consolidated subsidiaries, and was made
      known to them by others within those entities, particularly during the
      period when this report was being prepared.


                  In addition, there were no significant changes in our internal
      controls or in other factors that could significantly affect these
      controls subsequent to the Evaluation Date. We have not identified any
      significant deficiencies or material weaknesses in our internal controls,
      and therefore, there were no corrective actions taken.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

      Although the Company is not a party to any material legal proceedings, it
is possible that one or more note-holders may institute legal action against the
company in light of the default of the company's notes.

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

      On June 30, 2002, the Company defaulted on its $10,000,000 11% Redeemable
      Secured Notes.

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 2005.

ITEM 5. OTHER INFORMATION

None


                                       12
<PAGE>
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,
      2005.


                                       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: August 12, 2005                          /s/ Kenneth C. Lowe
                                               ---------------------------------
                                                   Kenneth C. Lowe, President/
                                                   Chief Executive Officer

Date: August 12, 2005                          /s/ Kenneth C. Lowe
                                               ---------------------------------
                                                   Kenneth C. Lowe, President/
                                                   Chief Operating Officer

Date: August 12, 2005                          /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. **

  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 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.

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