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

Form 10-QSB

|  |                                                                                    | 
|- | ---------------------------------------------------------------------------------- | 
|x | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
| 
|  | For the quarterly period ended                               June 30, 2003        
| 
|  | 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
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

38-3160141
(IRS Employer Identification Number)

24 Frank Lloyd Wright Drive, Lobby L, 4th FloorP.O. Box 544, Ann Arbor, Michigan 48106-0544
(Address of principal executive offices, including zip code)

(734) 994-5505
(Issuers telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last year)

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 x     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 x





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TABLE OF CONTENTS



|                                                                                              |                                                                                    |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION                                                               
|Item 1. Financial Statements                                                                 
|                                                                                              | Balance Sheets, June 30, 2003 and December 31, 2002                               
|                                                                                              | Statements of Operations for the three and six months ended June 30, 2003 and 2002
|                                                                                              | Statement of Changes in Partners Capital for the six months ended June 30, 2003  
|                                                                                              | Statements of Cash Flows for the six months ended June 30, 2003 and 2002          
|                                                                                              | Notes to Financial Statements                                                     
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|Item 3. Controls and Procedures                                                              
|PART II  OTHER INFORMATION                                                                  
|Other Information                                                                            
|SIGNATURES                                                                                   
|EX-31 Certifcation Pursuant to Section 302                                                   
|EX-32 Certification Pursuant to Section 906                                                  



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CAPTEC FRANCHISE CAPITAL PARTNERS L.P. III

Index to Form 10-QSB

|           |                                                                                       |      
|---------- | ------------------------------------------------------------------------------------- | -----
|Item
No.   |                                                                                       | Page 
|PART I     | FINANCIAL INFORMATION                                                                 |      
|          
|Item 1.    | Financial Statements:                                                                 |      
|          
|           | Balance Sheets, June 30, 2003 and December 31, 2002                                   | 3    
|          
|           | Statements of Operations for the three and six months
ended June 30, 2003 and 2002    | 4    
|          
|           | Statement of Changes in Partners Capital for the six months
ended June 30, 2003      | 5    
|          
|           | Statement of Cash Flows for the six months
ended June 30, 2003 and 2002               | 6    
|          
|           | Notes to Financial Statements                                                         | 7-8  
|          
|Item 2.    | Managements Discussion and Analysis of Financial Condition
and Results of Operations | 9-11 
|          
|Item 3.    | Controls and Procedures                                                               | 11   
|          
|PART II    | OTHER INFORMATION
Other Information                                                   | 11-12
|          
|SIGNATURES |                                                                                       | 13   

2



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|                                          
|------------------------------------------
|CAPTEC
FRANCHISE CAPITAL PARTNERS L.P. III
|PART I 
FINANCIAL INFORMATION            

ITEM 1.      FINANCIAL STATEMENTS

Captec Franchise Capital Partners L.P. III
Balance Sheets

|                                   |                                       |                                         |            |            |             |   |            |              |            |  | 
|---------------------------------- | ------------------------------------- | --------------------------------------- | ---------- | ---------- | ----------- | - | ---------- | ------------ | ---------- |  | 
|                                   |                                       |                                         |            |            | June 30,    |   |            | December 31, |           
|                                   |                                       |                                         |            |            | 2003        |   |            | 2002         |           
|                                   |                                       |                                         |            |            |             |   |            |              |           
|                                   |                                       |                                         |            |            | (Unaudited) |   |            |              |           
|Cash and cash equivalents          |                                       | $                                       | 164,447    |            |             | $ | 286,511    |             
|Restricted cash                    |                                       |                                         | 594,165    |            |             |   | 499,863    |             
|Investment in leases:              |                                       |                                         |            |            |             |   |            |             
|                                   | Operating leases, net                 |                                         |            | 17,145,194 |             |   |            | 17,285,384   |           
|                                   | Financing leases, net                 |                                         |            | 668,307    |             |   |            | 807,542      |           
|                                   | Impaired financing leases, net        |                                         |            | 12,693     |             |   |            | 12,693       |           
|Accounts receivable                |                                       |                                         | 63,039     |            |             |   | 47,762     |             
|Unbilled rent, net                 |                                       |                                         | 1,381,193  |            |             |   | 1,299,690  |             
|Due from related parties           |                                       |                                         | 8,712      |            |             |   | 5,733      |             
|Deferred financing costs, net      |                                       |                                         | 262,850    |            |             |   | 286,745    |             
|                                   |                                       |                                         |            |            |             |   |            |              |           
|                                   |                                       | Total assets                            |            | $          | 20,300,600  |   |            | $            | 20,531,923 | 
|                                   |                                       |                                         |            |            |             |   |            |              |           
|Liabilities and Partners Capital 
|Liabilities:                       |                                       |                                         |            |            |             |   |            |             
|                                   | Notes payable                         |                                         | $          | 7,769,452  |             |   | $          | 7,864,328    |           
|                                   | Accounts payable and accrued expenses |                                         |            | 80,167     |             |   |            | 110,819      |           
|                                   | Security deposits held on leases      |                                         |            | 31,960     |             |   |            | 31,960       |           
|                                   |                                       |                                         |            |            |             |   |            |              |           
|                                   |                                       | Total liabilities                       |            |            | 7,881,579   |   |            |              | 8,007,107  | 
|                                   |                                       |                                         |            |            |             |   |            |              |           
|Partners capital:                 |                                       |                                         |            |            |             |   |            |             
|Limited partners capital accounts |                                       |                                         | 12,407,663 |            |             |   | 12,519,242 |             
|General partners capital account  |                                       |                                         | 11,358     |            |             |   | 5,574      |             
|                                   |                                       |                                         |            |            |             |   |            |              |           
|                                   |                                       | Total partners capital                 |            |            | 12,419,021  |   |            |              | 12,524,816 | 
|                                   |                                       |                                         |            |            |             |   |            |              |           
|                                   |                                       | Total liabilities and partners capital |            | $          | 20,300,600  |   |            | $            | 20,531,923 | 
|                                   |                                       |                                         |            |            |             |   |            |              |           

The accompanying notes are an integral part of the financial statements.

3



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Captec Franchise Capital Partners L.P. III
Statements of Operations
(Unaudited)

|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |           |           |   |         |           |           | 
|---------------------------------------------------------------- | --------------------------------------- | ---------------------------------- | ------- | ------------------ | ------- | - | ---------------- | ------- | ------- | ---- | ------- | --------- | --------- | - | ------- | --------- | --------- | 
|                                                                 |                                         |                                    |         | Three months ended |         |   | Six months ended |        
|                                                                 |                                         |                                    |         | June 30,           |         |   | June 30,         |        
|                                                                 |                                         |                                    |         |                    |         |   |                  |        
|                                                                 |                                         |                                    |         | 2003               |         |   | 2002             |         |         | 2003 |         |           | 2002      |  
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |           |           |  
|Operating revenue:                                               |                                         |                                    |         |                    |         |   |                  |         |         |      |         |           |           |   |         |          
|                                                                 | Rental income                           |                                    | $       | 551,480            |         |   | $                | 551,477 |         |      | $       | 1,102,959 |           |   | $       | 1,104,273 |          
|                                                                 | Finance income                          |                                    |         | 12,764             |         |   |                  | 18,841  |         |      |         | 26,816    |           |   |         | 39,210    |          
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|                                                                 |                                         | Total operating revenue            |         |                    | 564,244 |   |                  |         | 570,318 |      |         |           | 1,129,775 |   |         |           | 1,143,483 | 
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|Operating costs and expenses:                                    |                                         |                                    |         |                    |         |   |                  |         |         |      |         |           |           |   |         |          
|                                                                 | Interest expense                        |                                    |         | 175,479            |         |   |                  | 179,355 |         |      |         | 351,958   |           |   |         | 359,630   |          
|                                                                 | Depreciation                            |                                    |         | 70,094             |         |   |                  | 70,094  |         |      |         | 140,189   |           |   |         | 140,189   |          
|                                                                 | General and administrative              |                                    |         | 34,869             |         |   |                  | 28,466  |         |      |         | 74,898    |           |   |         | 47,979    |          
|                                                                 | Provision for impaired financing leases |                                    |         |                   |         |   |                  |        |         |      |         |          |           |   |         | 36,000    |          
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|                                                                 |                                         | Total operating costs and expenses |         |                    | 280,442 |   |                  |         | 277,915 |      |         |           | 567,045   |   |         |           | 583,798   | 
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|                                                                 |                                         | Income from operations             |         |                    | 283,802 |   |                  |         | 292,403 |      |         |           | 562,730   |   |         |           | 559,685   | 
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|Other income:                                                    |                                         |                                    |         |                    |         |   |                  |         |         |      |         |           |           |   |         |          
|                                                                 | Interest and other income               |                                    |         | 372                |         |   |                  | 5,383   |         |      |         | 9,478     |           |   |         | 6,270     |          
|                                                                 | Gain on sale of equipment               |                                    |         |                   |         |   |                  | 42,874  |         |      |         | 6,177     |           |   |         | 42,874    |          
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|                                                                 |                                         | Total other income                 |         |                    | 372     |   |                  |         | 48,257  |      |         |           | 15,655    |   |         |           | 49,144    | 
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|Net income                                                       |                                         |                                    | 284,174 |                    |         |   | 340,660          |         |         |      | 578,385 |           |           |   | 608,829 |          
|Net income allocable to general partner                          |                                         |                                    | 2,842   |                    |         |   | 3,407            |         |         |      | 5,784   |           |           |   | 6,088   |          
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|Net income allocable to limited partners                         |                                         | $                                  | 281,332 |                    |         | $ | 337,253          |         |         | $    | 572,601 |           |           | $ | 602,741 |          
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|Net income per limited partnership unit                          |                                         | $                                  | 14.31   |                    |         | $ | 17.05            |         |         | $    | 29.14   |           |           | $ | 30.48   |          
|                                                                 |                                         |                                    |         |                    |         |   |                  |         |         |      |         |          
|Weighted
average number of limited partnership
units outstanding |                                         |                                    | 19,653  |                    |         |   | 19,776           |         |         |      | 19,653  |           |           |   | 19,776  |          

The accompanying notes are an
integral part of the financial statements.

4



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Captec Franchise Capital Partners L.P. III
Statement of Changes in Partners Capital
for the six months ended June 30, 2003
(Unaudited)

|                                                      |  |           |        |  |           |   |            |           |  |   |           |  |  |   |            |  
|----------------------------------------------------- |  | --------- | ------ |  | --------- | - | ---------- | --------- |  | - | --------- |  |  | - | ---------- | -
|                                                      |  | Limited   |        |  | Limited   |   |            | General   |  |   | Total     | 
|                                                      |  | Partners' |        |  | Partners' |   |            | Partner's |  |   | Partners' | 
|                                                      |  | Units     |        |  | Accounts  |   |            | Account   |  |   | Capital   | 
|                                                      |  |           |        |  |           |   |            |           |  |   |           | 
|Balance, December 31, 2002                            |  |           | 19,653 |  |           | $ | 12,519,242 |           |  | $ | 5,574     |  |  | $ | 12,524,816 |  
|Distributions  ($34.81 per limited partnership unit) |  |           |       |  |           |   | (684,180   | )         |  |   |          |  |  |   | (684,180   | )
|Net income                                            |  |           |       |  |           |   | 572,601    |           |  |   | 5,784     |  |  |   | 578,385    |  
|                                                      |  |           |        |  |           |   |            |           |  |   |           | 
|Balance, June 30, 2003                                |  |           | 19,653 |  |           | $ | 12,407,663 |           |  | $ | 11,358    |  |  | $ | 12,419,021 |  
|                                                      |  |           |        |  |           |   |            |           |  |   |           | 

The accompanying notes are an
integral part of the financial statements.

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Captec Franchise Capital Partners L.P. III
Statements of Cash Flows
for the six months ended June 30, 2003 and 2002
(Unaudited)

|                                               |                                        |                                                   |          |          |         |      |            |            |         |  
|---------------------------------------------- | -------------------------------------- | ------------------------------------------------- | -------- | -------- | ------- | ---- | ---------- | ---------- | ------- | -
|                                               |                                        |                                                   | 2003     |          |         | 2002 |           
|                                               |                                        |                                                   |          |          |         |     
|Cash flows from operating activities:          |                                        |                                                   |          |          |         |      |            |           
|                                               | Net Income                             |                                                   | $        | 578,385  |         |      | $          | 608,829    |        
|                                               | Adjustments to net income:             |                                                   |          |          |         |      |            |            |        
|                                               |                                        | Depreciation                                      |          |          | 140,189 |      |            |            | 140,189 |  
|                                               |                                        | Amortization of debt issuance costs               |          |          | 23,896  |      |            |            | 23,895  |  
|                                               |                                        | Gain on sale of equipment                         |          |          | (6,177  | )    |            |            | (42,874 | )
|                                               |                                        | Provision for impaired financing leases           |          |          |        |      |            |            | 36,000  |  
|                                               |                                        | Increase in unbilled rent                         |          |          | (81,503 | )    |            |            | (72,327 | )
|                                               |                                        | (Increase) decrease in accounts receivable        |          |          | (15,277 | )    |            |            | 50,500  |  
|                                               |                                        | Decrease in accounts payable and accrued expenses |          |          | (30,651 | )    |            |            | (79,206 | )
|                                               |                                        | Increase in restricted cash                       |          |          | (94,302 | )    |            |            | (93,961 | )
|                                               |                                        | Increase in due from related parties              |          |          | (2,979  | )    |            |            | (3,390  | )
|                                               |                                        | Decrease in due to related parties                |          |          |        |      |            |            | (13,549 | )
|                                               |                                        | Decrease in security deposits                     |          |          |        |      |            |            | (13,647 | )
|                                               |                                        |                                                   |          |          |         |     
|Net cash provided by operating activities      |                                        |                                                   | 511,581  |          |         |      | 540,459    |           
|                                               |                                        |                                                   |          |          |         |     
|Cash flows from investing activities:          |                                        |                                                   |          |          |         |      |            |           
|                                               | Net proceeds from sale of equipment    |                                                   |          | 24,075   |         |      |            | 85,548     |        
|                                               | Principal payments on financing leases |                                                   |          | 121,336  |         |      |            | 126,205    |        
|                                               |                                        |                                                   |          |          |         |     
|Net cash provided by investing activities      |                                        |                                                   | 145,411  |          |         |      | 211,753    |           
|                                               |                                        |                                                   |          |          |         |     
|Cash flows from financing activities:          |                                        |                                                   |          |          |         |      |            |           
|                                               | Repayments of notes payable            |                                                   |          | (94,876  | )       |      |            | (87,256    | )      
|                                               | Distributions to limited partners      |                                                   |          | (684,180 | )       |      |            | (1,045,682 | )      
|                                               | Distributions to general partner       |                                                   |          |         |         |      |            |           |        
|                                               |                                        |                                                   |          |          |         |     
|Net cash used in financing activities          |                                        |                                                   | (779,056 | )        |         |      | (1,132,938 | )         
|                                               |                                        |                                                   |          |          |         |     
|Net decrease in cash and cash equivalents      |                                        |                                                   | (122,064 | )        |         |      | (380,726   | )         
|Cash and cash equivalents, beginning of period |                                        |                                                   | 286,511  |          |         |      | 781,658    |           
|                                               |                                        |                                                   |          |          |         |     
|Cash and cash equivalents, end of period       |                                        | $                                                 | 164,447  |          |         | $    | 400,932    |           
|                                               |                                        |                                                   |          |          |         |     

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 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. The limited partners of the Partnership have
consented to the transfer of the General Partner interest. In accordance with the terms of an agreement
with Commercial Net Lease, immediately upon the closing of the merger and until such time as the consent
of the Partnerships secured lender is obtained, GP3 Asset Acquisition has assumed all of the General
Partners obligations and liabilities prescribed under the terms of the Partnership Agreement.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 reached final funding in
August 1996 having received subscriptions for the entire 20,000 Units. Since 1997, 347 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 June 30, 2003, the Partnership
had 19,653 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 results
and outstanding limited partnership Units, which are disbursed in the subsequent quarter;

7



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| |                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii) certain limited partners have elected to receive monthly distribution versus quarterly
distributions which creates timing differences between comparative calculations, and (iii) the
calculation ignores the timing of repurchases.



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | The balance sheet of the Partnership as of June 30, 2003, the statements of operations and cash flows
for the periods ending June 30, 2003 and June 30, 2002 and the statement of changes in partners capital
for the period ending June 30, 2003 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, 2002 filed with the United States Securities and Exchange Commission on March 31, 2003.



|2. |  | LAND AND BUILDING SUBJECT TO OPERATING LEASES:
|-- |  | ----------------------------------------------



| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | The net investment in operating leases as of June 30, 2003 and December 31, 2002 is composed of the
following:

|                              |  |           |             |   |               |   |            |  
|----------------------------- |  | --------- | ----------- | - | ------------- | - | ---------- | -
|                              |  | June 2003 |             |   | December 2002 |  
|                              |  |           |             |   |               |  
|Land                          |  |           | $7,695,896  |   |               | $ | 7,695,896  |  
|Building and improvements     |  |           | 11,214,344  |   |               | $ | 11,214,344 |  
|                              |  |           |             |   |               |   |            |  
|                              |  |           | 18,910,240  |   |               |   | 18,910,240 |  
|Less accumulated depreciation |  |           | (1,765,046  | ) |               |   | (1,624,856 | )
|                              |  |           |             |   |               |   |            |  
|Total                         |  |           | $17,145,194 |   |               | $ | 17,285,384 |  
|                              |  |           |             |   |               |   |            |  



|3. |  | NET INVESTMENT IN FINANCING LEASES:
|-- |  | -----------------------------------



| |                                                                                                               
| | --------------------------------------------------------------------------------------------------------------
| | The net investment in financing leases as of June 30, 2003 and December 31, 2002 is composed of the
following:

|                                      |  |           |          |   |               |   |          |  
|------------------------------------- |  | --------- | -------- | - | ------------- | - | -------- | -
|                                      |  | June 2003 |          |   | December 2002 |  
|                                      |  |           |          |   |               |  
|Minimum lease payments to be received |  | $         | 749,276  |   |               | $ | 897,429  |  
|Estimated residual value              |  |           | 30,736   |   |               |   | 48,376   |  
|                                      |  |           |          |   |               |  
|Gross investment in financing leases  |  |           | 780,012  |   |               |   | 946,165  |  
|Less unearned income                  |  |           | (102,390 | ) |               |   | (121,994 | )
|Less direct origination costs         |  |           | (8,315   | ) |               |   | (16,629  | )
|                                      |  |           |          |   |               |  
|Net investment in financing leases    |  | $         | 668,307  |   |               | $ | 807,542  |  
|                                      |  |           |          |   |               |  



|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, and bears interest at a rate of 8.37%
per annum.



| |                                                                                                                                                                                                                                     
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, and bears interest at
a rate of 8.5% per annum.
|
| | Aggregate debt issuance costs of approximately
$477,909 were incurred in connection with the issuance of the notes,
and are being amortized to interest expense over the ten-year term of the notes using the straight-line method. 

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

When used in this discussion, words such as intends, anticipates, expects, will, could, estimate, and
similar expressions are intended to identify forward-looking statements. Such statements are subject to certain
risks and uncertainties, which could cause actual results to differ materially from those described herein. Such
risks and uncertainties, some of which are beyond the Partnerships control, include, but are not limited to, the
following: (i) the possibility that tenants and lessees may default in making rent payments, (ii) the risk of
fire or other casualty interrupting cash flow from a property, (iii) the inability to enter into leases at the
assumed rental rates, (iv) unexpected expenses, and (v) the inability to sell properties at anticipated prices
and/or times.

As a result of these and other factors, the Partnership may experience material fluctuations in future operating
results on a quarterly or annual basis, which could materially and adversely affect its business, financial
condition and operating results. 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. These
statements by their nature involve substantial risks and uncertainties, some of which are beyond the
Partnerships control, and actual results may differ materially depending on a variety of important factors, many
of which are also beyond the Partnerships control. 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.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2003. During the three months ended June 30, 2003, total operating revenue was
approximately $564,000, as compared to $570,000 for the three months ended June 30, 2002. Rental revenue from
operating leases for the three months ended June 30, 2003 was approximately $551,000, unchanged as compared to
the three months ended June 30, 2002. Earned income from financing leases for the three months ended June 30,
2003 decreased 32.3% to approximately $13,000, as compared to approximately $19,000 for the three months ended
June 30, 2002, as result of the amortization of the principal balances on the financing leases and the
disposition of an equipment lease in the first quarter of 2003.

Operating expenses were approximately $280,000 for the three months ended June 30, 2003, nearly unchanged as
compared to approximately $278,000 for the three months ended June 30, 2002.

Other income for the three months ended June 30, 2002 was approximately $48,000 primarily due to a gain on the
disposition of an equipment lease in April 2002.

As a result of the foregoing, the Partnerships net income decreased 16.6% to approximately $284,000 for the
three months ended June 30, 2003, as compared to approximately $341,000 for the three months ended June 30, 2002.

The Partnership announced second quarter distributions of $344,000, of which $296,634 was distributed to limited
partners on July 15, 2003. The balance of $47,366 was distributed on May 15, 2003 and June 16, 2003 to those
partners who have elected to receive distributions on a monthly basis.

Six Months Ended June 30, 2003. During the six months ended June 30, 2003, total operating revenue was
approximately $1,130,000, as compared to $1,143,000 for the six months ended June 30, 2002. Rental revenue from
operating leases for the six months ended June 30, 2003, was approximately $1.1 million, nearly unchanged as
compared to the six months ended June 30, 2002. Earned income from financing leases for the six months ended
June 30, 2003 decreased 31.6% to approximately $27,000, as compared to approximately $39,000 for the six months
ended June 30, 2002, as result of the amortization of the principal balances on the financing leases and the disposition of an equipment lease in the first quarter of 2003.

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Operating expenses were approximately $567,000 for the six months ended June 30, 2003, a decrease of 2.9% as
compared to approximately $584,000 for the six months ended June 30, 2002. The decrease is principally due to a
decline of approximately $36,000 in charges related to a reserve for defaults on an impaired financing lease that
occurred in prior years partially offset by an increase in general and administrative expenses of approximately
$27,000 due to increased professional fees.

Other income for the six months ended June 30, 2003 was approximately $16,000 as compared to approximately
$49,000 for the six months ended June 30, 2002. Other income for the six months ended June 30, 2003 is
principally due to the sale of an equipment lease for net cash proceeds of approximately $24,000, resulting in a
gain of approximately $6,000, and miscellaneous income from late charges of approximately $8,000. Other income
for the six months ended June 30, 2002 is primarily due to a gain on the disposition of an equipment lease in
April 2002.

As a result of the foregoing, the Partnerships net income decreased 5.0% to approximately $578,000 for the six
months ended June 30, 2003 as compared to approximately $609,000 for the six months ended June 30, 2002.

LIQUIDITY AND CAPITAL COMMITMENTS

The 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 reached final funding on August 12, 1996, having received subscriptions for the entire
20,000 Units and funds totaling $20,000,000. 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 8.5% per annum, respectively. Debt issuance costs of
approximately $478,000 incurred in connection with the issuance of the notes are being amortized over the life of
the notes to interest expense using the straight-line method.

As of June 30, 2003, the Partnership had invested $18.9 million in 14 net leased real estate properties and $1.7
million in 6 performing equipment leases. The remaining net investment in the Partnerships leased equipment is
approximately $668,000, after cumulative principal collections of approximately $1.1 million. Inclusive of the
above amount, the Partnership has received approximately $3.1 million of aggregate principal collections on its
financing leases during the life of those investments. The Partnership also has a net investment of approximately
$13,000 in a repossessed equipment package, net of an allowance for loss of approximately $169,000. As of June
30, 2003, the Partnership has not made any commitments to purchase additional properties or equipment, nor does
it intend to make any such commitments.

The Partnership annually considers written requests to repurchase Units pursuant to the terms of the Repurchase
Plan set forth in the Partnerships August 12, 1994 prospectus with respect to the Offering. Since 1997, a total
of 347 Units have been repurchased by the Partnership. At June 30, 2003, the Partnership has 19,653 Units issued
and outstanding. The Partnership expects to fund any future Unit repurchases out of working capital reserves and
Net Sale or Refinancing Proceeds, but may also fund such repurchases out of Cash Flow. 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.

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 Limited Partners.

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ITEM 3.     Controls and Procedures

Mr. Beach, acting in 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 rules and
forms of the United States Securities and Exchange Commission. Mr. Beach has evaluated the effectiveness of the
Partnerships disclosure controls and procedures as of the end of the period covered by this report, and has
determined that the Partnerships disclosure 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 disclosure.

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
corrective actions with regard to significant deficiencies and material weaknesses.







PART II  OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.     None.

ITEM 2.     CHANGES IN 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 AND REPORTS ON FORM 8-K.



| | (a) |  | The following exhibits are included herein or incorporated by reference:
| | --- |  | ------------------------------------------------------------------------

|       |  |                                                                                                                                                                                                                          
|------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Exhibit                                                                                                                                                                                                                  
|       |  |                                                                                                                                                                                                                          
|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)   

11



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|    |  |                                                                                                                       
|--- |  | ----------------------------------------------------------------------------------------------------------------------
|31  |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                               
|    |  |                                                                                                                       
|32  |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002
|    |  |                                                                                                                       
|(b) |  | Reports on Form 8-K:                                                                                                  



| |                                                                             
| | ----------------------------------------------------------------------------
| | There were no reports filed on Form 8-K for the quarter ended June 30, 2003.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly 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:
    
    August 14, 2003


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Exhibit Index

|       |  |                                                                                                                                                                                                                        
|------ |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number |  | Exhibit                                                                                                                                                                                                                
|      
|4      |  | Amended Agreement of Limited Partnership of Registrant.
(Incorporated by reference to the corresponding exhibit in the
Registrants Form 10-K for the year ended December 31, 1998)                                    
|      
|10.1   |  | Promissory Note dated November 28, 1998 between Registrant and
National Realty Funding L.C. (Incorporated by reference to the
corresponding exhibit in the Registrants Form 10-K for the year
ended December 31, 1998)
|      
|10.2   |  | Promissory Note dated March 31, 1999 between Registrant and
National Realty Funding L.C. (Incorporated by reference to the
corresponding exhibit in the Registrants Form 10-Q for the
quarter ended March 31, 1999)   
|      
|31     |  | Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                                                                                                                
|      
|32     |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                 

14