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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
 Form 10-QSB þ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 OR o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to _____ Commission file number: 33-77510-C CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III 
  Delaware 
  38-3160141 
  24 Frank Lloyd Wright Drive, Lobby L, 4th Floor
P.O. Box 544, Ann Arbor, Michigan 48106-0544 
  (734) 994-5505 
  Not Applicable 
  Indicate by check mark 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 preceding 12 months (or such
shorter period that the registrant was required to file such reports), and (2) has been subject to
filing requirements for the past 90 days. Yes þ No o APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13
or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court:
Not applicable APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practicable date: Not applicable Transitional Small Business Disclosure Format (check one) Yes o No þ




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CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III Index to Form 10-QSB Item No.
    
    
    
    PagePART I
    
    FINANCIAL INFORMATIONItem 1.
    
    Financial Statements:Balance Sheets, March 31, 2005 and December 31, 2004
    
    
    3Statement of Discontinued Operations for the three months ended March 31, 2005 and 2004
    
    
    4Statement of Changes
in Partners Capital for the three months ended March 31, 2005
    
    
    5Statement of Cash Flows for the three months ended March 31, 2005 and 2004
    
    
    6Notes to Financial Statements
    
    
    79Item 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    9-11Item 3.
    
    Controls and Procedures
    
    
    11PART II
    
    OTHER INFORMATIONOther Information
    
    
    12SIGNATURES
    
    
    13CERTIFICATION Pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002
    
    
    14-15Certification Pursuant to Section 302Certification Pursuant to 18 U.S.C. Section 1350
  2




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Captec Franchise Capital Partners L.P. III 
 Balance Sheets
 March 31,
    
    
    December 31,2005
    
    
    2004(Unaudited)AssetsCash and cash equivalents
    
    $
    1,432,133
    
    
    $
    1,556,320Restricted cash
    
    
    709,641
    
    
    
    664,680Assets Held for Sale:Operating leases, net
    
    
    12,987,161
    
    
    
    12,987,161Financing leases, net
    
    
    238,825
    
    
    
    267,429Unbilled rent, net
    
    
    978,580
    
    
    
    955,171Deferred financing costs, net
    
    
    179,216
    
    
    
    191,163Accounts receivable
    
    
    
    
    
    
    4,228Due from related parties
    
    
    151
    
    
    
    151Total assets
    
    $
    16,525,707
    
    
    $
    16,626,303Liabilities and Partners CapitalLiabilities Held for Sale:Notes payable
    
    $
    5,507,410
    
    
    $
    5,548,515Accounts payable and accrued expenses
    
    
    104,889
    
    
    
    126,361Security deposits held on leases
    
    
    7,106
    
    
    
    7,106Total liabilities
    
    
    5,619,405
    
    
    
    5,681,982Partners capital:Limited partners capital accounts
    
    
    10,878,863
    
    
    
    10,919,279General partners capital account
    
    
    27,439
    
    
    
    25,042Total partners capital
    
    
    10,906,302
    
    
    
    10,944,321Total liabilities and partners capital
    
    $
    16,525,707
    
    
    $
    16,626,303
 The accompanying notes are an integral part of the financial statements. 3




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Captec Franchise Capital Partners L.P. III 
 Statement of Discontinued Operations
   2005
    
    
    2004Operating revenue:Rental income
    
    $
    413,414
    
    
    $
    448,766Finance income
    
    
    4,164
    
    
    
    8,597Total operating revenue
    
    
    417,578
    
    
    
    457,363Operating costs and expenses:Interest expense
    
    
    128,071
    
    
    
    131,399Depreciation
    
    
    
    
    
    
    59,520General and administrative
    
    
    50,002
    
    
    
    45,382Total operating costs and expenses
    
    
    178,073
    
    
    
    236,301Income from discontinued operations
    
    
    239,505
    
    
    
    221,062Other income :Gain on sale of equipment
    
    
    
    
    
    
    1,914Interest and other income
    
    
    222
    
    
    
    5,655Total other income
    
    
    222
    
    
    
    7,569Net income from discontinued operations
    
    $
    239,727
    
    
    $
    228,631Net income from discontinued operations allocable to general partner
    
    $
    2,397
    
    
    $
    2,286Net income from discontinued operations allocable to limited partners
    
    $
    237,330
    
    
    $
    226,345Net income from discontinued operations per limited partnership unit
    
    $
    12.09
    
    
    $
    11.53Weighted average number of limited partnership
units outstanding
    
    
    19,633
    
    
    
    19,633
 The accompanying notes are an integral part of the financial statements. 4




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Captec Franchise Capital Partners L.P. III 
 Statements of Changes in Partners Capital
   Limited
    
    
    Limited
    
    
    General
    
    
    TotalPartners
    
    
    Partners
    
    
    Partners
    
    
    PartnersUnits
    
    
    Accounts
    
    
    Account
    
    
    CapitalBalance, December 31, 2004
    
    
    19,633
    
    
    $
    10,919,279
    
    
    $
    25,042
    
    
    $
    10,944,321Distributions  ($14.15 per weighted average limited partnership unit)
    
    
    
    
    
    
    (277,746
    )
    
    
    
    
    
    
    (277,746
    )Net income from discontinued operations
    
    
    
    
    
    
    237,330
    
    
    
    2,397
    
    
    
    239,727Balance, March 31, 2005
    
    
    19,633
    
    
    $
    10,878,863
    
    
    $
    27,439
    
    
    $
    10,906,302
 The accompanying notes are an integral part of the financial statements. 5




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Captec Franchise Capital Partners L.P. III 
 Statements of Cash Flows
   2005
    
    
    2004Cash flows from operating activities:Net Income from discontinued operations
    
    $
    239,727
    
    
    $
    228,631Adjustments to net income:Depreciation
    
    
    
    
    
    
    59,520Amortization of debt issuance costs
    
    
    11,947
    
    
    
    11,947Gain on sale of equipment
    
    
    
    
    
    
    (1,914
    )Increase in unbilled rent
    
    
    (23,409
    )
    
    
    (28,723
    )Decrease (increase) in accounts receivable
    
    
    4,228
    
    
    
    (3,836
    )Decrease in accounts payable and accrued expenses
    
    
    (21,472
    )
    
    
    (2,791
    )Increase in restricted cash
    
    
    (44,961
    )
    
    
    (34,180
    )Decrease in due from related parties
    
    
    
    
    
    
    3,200Net cash provided by operating activities
    
    
    166,060
    
    
    
    231,854Cash flows from investing activities:Net proceeds from sale of equipment
    
    
    
    
    
    
    142,475Principal payments on financing leases
    
    
    28,604
    
    
    
    42,577Net cash provided by investing activities
    
    
    28,604
    
    
    
    185,052Cash flows from financing activities:Repayments of notes payable
    
    
    (41,105
    )
    
    
    (37,799
    )Distributions to limited partners
    
    
    (277,746
    )
    
    
    (483,819
    )Net cash used in financing activities
    
    
    (318,851
    )
    
    
    (521,618
    )Net decrease in cash and cash equivalents
    
    
    (124,187
    )
    
    
    (104,712
    )Cash and cash equivalents, beginning of period
    
    
    1,556,320
    
    
    
    537,442Cash and cash equivalents, end of period
    
    $
    1,432,133
    
    
    $
    432,730
 The accompanying notes are an integral part of the financial statements. 6




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CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III 
 NOTES TO FINANCIAL STATEMENTS
  1.
    THE PARTNERSHIP AND ITS SIGNIFICANT ACCOUNTING PRINCIPLES:Captec Franchise Capital Partners L.P. III (the Partnership), a Delaware limited
partnership, was formed on February 18, 1994 for the purpose of acquiring income-producing
commercial real properties and equipment leased on a triple net basis, primarily to
operators of national and regional franchised businesses.The initial general partners upon formation of the Partnership were Captec Franchise
Capital Corporation III (the Corporation), a wholly-owned subsidiary of Captec Financial
Group, Inc. (Captec), an affiliate, and Patrick L. Beach, the Chairman of the Board of
Directors, President and Chief Executive Officer of the Corporation and Captec. In August
1998, Captec Net Lease Realty, Inc. (Captec Net Lease Realty), an affiliate, acquired the
general partnership interests of the Partnership. In December 2001, Captec Net Lease Realty
merged with and into Commercial Net Lease Realty, Inc. (Commercial Net Lease). In
connection with the merger, Commercial Net Lease agreed to sell and assign its general
partnership interest in the Partnership to GP3 Asset Acquisition, LLC (GP3 Asset
Acquisition), which is wholly-owned by Mr. Beach and is an affiliate of Captec. Effective
January 15, 2002, the limited partners consented to the transfer of the general partnership
interest. On September 11, 2003, the Partnerships secured lender consented to the
transfer of the general partnership interest to GP3 Asset Acquisition. Upon receipt of the
secured lenders consent, the general partnership interest was immediately transferred to
GP3 Asset Acquisition. Therefore, as of September 11, 2003, GP3 Asset Acquisition became
the general partner of the Partnership.The Partnership commenced a public offering (the Offering) of up to 20,000 units (the
Units) of limited partnership interests, priced at $1,000 per Unit, by means of a
Registration Statement on Form SB-2, under the Securities Act of 1933, as amended, which
was declared effective by the Securities and Exchange Commission on August 12, 1994. The
Partnership accepted subscriptions for the minimum number of Units on January 24, 1995 and
immediately commenced operations. The Offering was fully subscribed in August 1996. Since
1997, 367 Units have been repurchased by the Partnership pursuant to the terms of the
Repurchase Plan set forth in the Partnerships August 12, 1994 prospectus with respect to
the Offering. At March 31, 2005, the Partnership had 19,633 Units issued and outstanding.The principal investment objectives of the Partnership are: (i) preservation and protection
of capital; (ii) distribution of cash flow generated by the Partnerships leases; (iii)
capital appreciation of the Partnerships properties; (iv) generation of increased income
and protection against inflation through contractual escalation of base rents or
participation in gross revenues of tenants of the Partnerships properties; and (v)
deferred taxation of cash distributions to the limited partners.Allocation of profits, losses and cash distributions from operations and cash distributions
from sale or refinancing are made pursuant to the terms of the Partnership Agreement.
Profits and losses from operations are allocated among the limited partners based upon the
number of Units owned.Net income per limited partnership interest is calculated using the weighted average number
of limited partnership Units outstanding during the period and the limited partners
allocable share of the net income.Distributions per limited partnership Unit is calculated using the actual distributions
disbursed during the period to the weighted average number of limited partnership Units
during the period. Actual individual limited partner distributions realized may vary from
this calculation as a result of a variety of factors including: (i) actual distributions
are computed based on quarterly operating 7




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results and outstanding limited partnership units, which are disbursed in the subsequent
quarter; (ii) certain limited partners have elected to receive monthly distributions versus
quarterly distributions which creates timing differences between comparative calculations,
and (iii) the calculation ignores the timing of repurchases.In November 2004, the limited partners approved a plan to liquidate the Partnership and
dispose of all the assets of the Partnership. With this approval, the Partnership
commenced activities to liquidate and dispose of the assets of the Partnership, which
activities included entering into an exclusive listing agreement with a third party, who
will oversee the marketing and offering for sale of all the real estate assets and
equipment leases and loans on behalf of the Partnership. In accordance with Financial
Accounting Standards No. 144 Accounting for the Impairment or Disposal of Long
Lived-Assets (FAS 144), as a result of the approval of this plan, all assets except cash
are classified as Assets Held for Sale and depreciation on these assets is discontinued,
all liabilities are classified as Liabilities Held for Sale and the results of the
operations in their entirety are classified as discontinued operations for all years
presented, since the operations are directly related to the assets or liabilities held for
sale. The assets of the Partnership will be sold and the cash will be used to distribute
the net proceeds from such liquidation after the repayment of all debt in accordance with
the partnership agreement.On February 15, 2005, the Partnership executed an Agreement of Sale (the Agreement)
pursuant to which the Partnership has agreed to sell ten of the Partnerships properties
and certain real property leases related to such properties for an aggregate purchase price
of $17,125,000. Under the Agreement, the purchase price may be adjusted if, among other
things, less than all the properties set forth in the Agreement are sold due to the
exercise by tenants of certain rights of first refusal contained in the property leases. On
March 14, 2005, the Agreement was amended whereby one of the properties and certain real
property leases related to such property were removed from the Agreement, and the Purchase
Price was reduced to $15,375,000.The closing of the transactions contemplated by the Agreement is contingent upon the
satisfaction of certain customary conditions set forth more fully in the Agreement,
including satisfactory completion of due diligence review. In addition, the closing is
further contingent upon the contemporaneous closing of a separate agreement of sale between
the purchaser and Captec Franchise Capital Partners, L.P. IV (LP IV), an affiliate of the
Partnership, governing the sale of twelve properties owned by LP IV. The parties to the
Agreement anticipate that the closing will occur during the second quarter of 2005.The balance sheet of the Partnership as of March 31, 2005, the statements of discontinued
operations and cash flows for the periods ending March 31, 2005 and March 31, 2004 and the
statement of changes in partners capital for the period ending March 31, 2005 have not
been audited. In the opinion of management, these unaudited financial statements contain
all adjustments necessary to present fairly the financial position and results of
operations and cash flows of the Partnership for the periods then ended. Results of
operations for the interim periods are not necessarily indicative of results for the full
year. These unaudited financial statements should be read in conjunction with the
financial statements and notes thereto included in the Partnerships annual report on Form
10-KSB for the year ended December 31, 2004 filed with the United States Securities and
Exchange Commission on March 30, 2005.2.
    LAND AND BUILDING SUBJECT TO OPERATING LEASES:The net investment in operating leases as of March 31, 2005 is comprised of the following: Land
    
    $
    5,744,529Building and improvements
    
    
    8,979,99814,724,527Less accumulated depreciation
    
    
    (1,737,366
    )Total
    
    $
    12,987,161
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3.
    NET INVESTMENT IN FINANCING LEASES:The net investment in financing leases as of March 31, 2005 is comprised of the following: Minimum lease payments to be received
    
    $
    286,874Less unearned income
    
    
    (48,049
    )Net investment in financing leases
    
    $
    238,825
  4.
    NOTES PAYABLE:In November 1998, the Partnership entered into a $6.2 million term note. The note has a
ten-year term, is collateralized by certain properties subject to operating leases which
have a carrying value of approximately $7.6 million, and bears interest at a rate of 8.37%
per annum. In September 2003, the Partnership defeased approximately $1,979,000 of this
note payable with proceeds from the sale of a property. The Partnership incurred
approximately $481,000 of yield maintenance costs and $49,000 of professional fees related
to the defeasance.In March 1999, the Partnership entered into an additional $2.0 million term note. The note
has a ten-year term, is collateralized by certain properties subject to operating leases
which have a carrying value of approximately $3.7 million, and bears interest at a rate of
8.5% per annum.Debt issuance costs of $477,909 were incurred in connection with the issuance of the notes,
and are being amortized over the life of the notes to interest expense using the
straight-line method, which is not materially different than the interest rate method. 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  When used in this discussion, the words, intends, anticipates, expects, and similar
expressions are intended to identify forward-looking statements. Forward-looking
statements are subject to certain risks and uncertainties, some of which are beyond the
Partnerships control, which could cause actual results to differ materially from those
projected. Such risks and uncertainties include the following: (i) a tenant may default
in making rent payments, (ii) a fire or other casualty may interrupt the cash flow stream
from a property, (iii) the properties may not be leased at the assumed rental rates, (iv)
unexpected expenses may be incurred in the ownership of the properties, and (v) properties
may not be sold at the presently anticipated prices and times. Any statements contained in
this report or any documents incorporated herein by reference that are not statements of
historical fact may be deemed to be forward-looking statements. You should not place undue
reliance on these forward-looking statements, which speak only as of the date of this
report. The Partnership disclaims, except as may be required by law, any obligations to
update or release revisions to these forward-looking statements to reflect events or
circumstances after the date of this report or to reflect the occurrence of unanticipated
events.As a result of the approval of the Plan of Liquidation and Dissolution, all of the
Partnerships assets except cash are classified as Assets Held for Sale, all liabilities
are classified as Liabilities Held for Sale and the operations of the Partnership have been
classified as discontinued operations for all periods presented. Therefore, the following
discussion and analysis of the results of operations is entirely in regards to discontinued
operations, and the discussion and analysis of financial condition is principally regarding
Assets and Liabilities Held for Sale. 9




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RESULTS OF OPERATIONSThree Months Ended March 31, 2005During the three months ended March 31, 2005, total operating revenue was approximately
$418,000, compared to $457,000 for the three months ended March 31, 2004. Rental revenue
from operating leases for the three months ended March 31, 2005 decreased 7.9% to
approximately $413,000, compared to approximately $449,000 for the three months ended March
31, 2004, due to the sale of a Taco Bell property in December 2004. Earned income from
financing leases for the three months ended March 31, 2005 decreased 51.6% to approximately
$4,000, compared to approximately $9,000 for the three months ended March 31, 2004, as a
result of the amortization of the principal balances on the financing leases.Operating expenses were approximately $178,000 for the three months ended March 31, 2005,
compared to approximately $236,000 for the three months ended March 31, 2004. No
depreciation expense is recognized for the three months ended March 31, 2005. In accordance
with FAS 144, all of the Partnerships assets except cash are classified as Assets Held for
Sale and depreciation on these assets is discontinued. Interest expense decreased by
approximately $3,000 due to the repayment of notes payable. General and administrative
expenses increased by approximately $5,000 due to increased professional fees.Other income for the quarter ended March 31, 2005 is approximately $200 compared to
approximately $8,000 for the prior period. Other income for the quarter ended March 31,
2004 is principally attributable to the sale of an equipment lease for net cash proceeds of
approximately $142,000, and miscellaneous income from late charges of approximately $5,000.As a result of the foregoing, the Partnerships net income from discontinued operations
increased 4.9% to approximately $240,000 for the three months ended March 31, 2005,
compared to approximately $229,000 for the three months ended March 31, 2004.The Partnership announced first quarter distributions of $240,000, of which $200,220 was
distributed to its limited partners on April 15, 2005. The balance of $39,780 was
distributed to limited partners who elected to receive distributions on a monthly basis on
February 15, 2005 and March 15, 2005.LIQUIDITY AND CAPITAL COMMITMENTSThe Partnership commenced the Offering of up to 20,000 Units, priced at $1,000 per Unit, on
August 12, 1994. The Partnership accepted subscriptions for the minimum number of Units on
January 24, 1995, and immediately commenced operations. The Offering was fully subscribed
on August 12, 1996. Net proceeds after Offering expenses were $17.4 million.In November 1998, the Partnership entered into a $6.2 million term note. The Partnership
entered into an additional $2.0 million term note in March 1999. Proceeds from the notes
were used to acquire additional properties and equipment. The notes have a 10-year term,
are collateralized by certain properties subject to operating leases, and bear interest at
rates of 8.37% and 8.50% per annum, respectively. In September 2003, the Partnership
defeased approximately $1,979,000 of these notes payable with proceeds from the sale of a
property.As of March 31, 2005, the Partnership had invested $14.7 million in 12 net leased real
estate properties and $943,000 in 4 performing equipment leases. The remaining net
investment in the Partnerships leased equipment is $239,000, after cumulative principal
collections of $704,000. Inclusive of the above amount, the Partnership has received
approximately $3.4 million of aggregate principal collections on its financing leases
during the life of those investments. As of March 31, 2005, the Partnership has not made
any commitments to purchase additional properties or equipment, nor does it intend to make
any such commitments. 10




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The Partnership annually considers written requests to repurchase Units pursuant to the
terms of the repurchase plan set forth in the Partnerships prospectus with respect to the
Offering. Since 1997, a total of 367 Units have been repurchased by the Partnership. The
Partnership is not obligated to accept Unit repurchase requests if the General Partner
determines that such purchases would impair the capital or operation of the Partnership and
the Partnership may suspend or cancel the Repurchase Plan at any time in its sole
discretion. In connection with the announcement of the Partnerships liquidation plans,
the General Partner has indefinitely suspended the Repurchase Plan.The Partnership expects that only limited amounts of liquid assets will be required for
existing properties since its property and equipment leases require tenants and lessees to
pay all taxes and assessments, maintenance and repairs and insurance premiums, including
casualty insurance thereby minimizing the Partnerships operating expenses and capital
requirements. The General Partner expects that the cash flow to be generated by the
Partnerships properties and equipment will provide adequate liquidity and capital
resources to pay operating expenses and provide distributions to the limited partners.Effective November 8, 2004, the limited partners consented to the Plan of Liquidation and
Dissolution, which involves the dissolution of the Partnership, the liquidation of its
assets and the winding up of its affairs. As a result, the general partner is authorized
to liquidate the assets of the Partnership and distribute the net proceeds from such
liquidation after the repayment of all debt in accordance with the partnership agreement.
The Partnership is undertaking steps to liquidate and dispose of its assets in accordance
with the Plan of Liquidation and Dissolution and has entered into an exclusive listing
agreement with a third party that will oversee the marketing and sale of the Partnerships
assets. Management believes the proceeds on sale will be adequate to pay off all
liabilities and make one or more distributions to the partners. 
  ITEM 3. Controls and ProceduresMr. Beach, actingin his capacity as the principal executive officer of GP3 Asset
Acquisition is ultimately responsible for the disclosure controls and procedures of the
Partnership. Disclosure controls and procedures are established and maintained by the
Partnership to ensure the information required to be disclosed by the Partnership in the
reports that it files or submits pursuant to the Securities Exchange Act of 1934, as
amended (the Act), is recorded, processed, summarized and reported within the time
periods specified in the Commissions rules and forms. Mr. Beach has evaluated the
effectiveness of the Partnerships disclosure controls and procedures and has determined
that, as of the end of the fiscal period covered by this report, these controls and
procedures effectively communicate the information required to be disclosed by the
Partnership in the report it files or submits under the Act in a manner that allows timely
decisions regarding such disclosures.There have been no significant changes in the Partnerships internal controls or in other
factors that could significantly affect these controls subsequent to the evaluation date,
including, but not limited to, any actions with regard to significant deficiencies and
material weaknesses. 11




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PART II  OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS.None. ITEM 2. CHANGES IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES.None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES.None. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.None. ITEM 5. OTHER INFORMATION.None ITEM 6. EXHIBITS The following exhibits are included herein or incorporated by reference: Number
    
    Exhibit2
    
    Plan of Liquidation and Dissolution (Incorporated by reference to the
Registrants Definitive Proxy Statement on Schedule 14A, filed on September 21, 2004)4
    
    Amended Agreement of Limited Partnership of Registrant. (Incorporated by
reference to the corresponding exhibit in the Registrants Form 10-KSB for the year
ended December 31, 1998)10.1
    
    Promissory Note dated November 28, 1998 between Registrant and National
Realty Funding L.C. (Incorporated by reference to the corresponding exhibit in the
Registrants Form 10-KSB for the year ended December 31, 1998)10.2
    
    Promissory Note dated March 31, 1999 between Registrant and National Realty
Funding L.C. (Incorporated by reference to the corresponding exhibit in the
Registrants Form 10-QSB for the quarter ended March 31, 1999)31
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 12




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SIGNATURES In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned thereunto duly authorized. By:
    
    Captec Franchise Capital Partners L.P. III
GP3 Asset Acquisition, LLC
Its ManagerBy:
    
    /s/ Patrick L. BeachPatrick L. Beach
PresidentDate: May 13, 2005
 13




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Exhibit Index Exhibit Number
    
    Description31
    
    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002