<PAGE>

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

                                   FORM 10-QSB

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

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
                                -----------------

                        Commission file number: 333-80537

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

                  TEXAS                                75-2822804
        (State of incorporation)         (I.R.S. employer identification number)

    8144 Walnut Hill Lane, SUITE 680,
              DALLAS, TEXAS                               75231
(Address of principal executive offices)               (Zip code)

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

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

State the number of shares outstanding of each of the issuer's classes of Common
equity, as of the latest practicable date: As June 30, 2000, the issuer' had
1,000 shares of common stock

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

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

<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                                   FORM 10-QSB

                       FOR THE QUARTER ENDED JUNE 30, 2000

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

         ITEM 1.  Financial Statements

                  Balance Sheets......................................................   3
                    June 30, 2000 (Unaudited) and December 31, 1999

                  Statements of Income (Unaudited)....................................   5
                   Quarter and six months ended June 30, 2000

                  Statements of Cash Flows (Unaudited)................................   6
                    Six Months ended June 30, 2000

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

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

PART II. OTHER INFORMATION

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

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

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

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

         ITEM 5.  Other Information...................................................  12

         ITEM 6.  Exhibits and Reports on Form 8-K....................................  12

         Signatures...................................................................  13
</TABLE>

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


                                       2
<PAGE>

                          PART I. FINANCIAL INFORMATION

                          ITEM 1. FINANCIAL STATEMENTS

                        TRANSITION AUTO FINANCE III, INC.

                                 BALANCE SHEETS

                                     ASSETS

<TABLE>
<CAPTION>
                                                                6 months ended      FYE
                                                                   6/30/2000     12/31/1999
                                                                 (unaudited)    (See Note 1)
                                                                 -----------    ------------
<S>                                                             <C>             <C>
CURRENT ASSETS
  Cash and cash equivalents                                       $1,149,463      $     897
  Accounts receivable                                                 41,647             -0-
  Vehicles held for sale                                              76,747             -0-
                                                                  ----------      ---------
      Total Current Assets                                         1,267,857            897
                                                                  ----------      ---------
PROPERTY, at cost
  Vehicles leased                                                  2,782,546             -0-
  Less accumulated depreciation                                      (89,904)            -0-
                                                                  ----------      ---------
      Net Property                                                 2,692,642             -0-
                                                                  ----------      ---------

OTHER ASSETS

  Debt issuance costs, net of amortization of $34,668 and $0         523,955        110,218
                                                                  ----------      ---------

TOTAL ASSETS                                                      $4,484,454      $ 111,115
                                                                  ==========      =========
</TABLE>


                                       3
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                           BALANCE SHEETS (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                              6 Months Ended       FYE
                                                                6/30/2000       12/31/1999
CURRENT LIABILITIES                                            (Unaudited)     (See Note 1)
                                                               -----------     ------------
<S>                                                           <C>              <C>
  Accrued liabilities                                          $   428,071       $      -0-
  Current portion of deferred revenue                              187,588              -0-
                                                               -----------       ---------
        Total Current Liabilities                                  615,659              -0-
                                                               -----------       ---------
OTHER LIABILITIES
  Due to affiliate                                                 226,684         111,939
  Deferred revenue                                                 333,490              -0-
  Investor notes payable                                         3,688,000              -0-
                                                               -----------       ---------
      Total Other Liabilities                                    4,248,174         111,939
                                                               -----------       ---------

TOTAL LIABILITIES                                                4,863,833         111,939
                                                               -----------       ---------

STOCKHOLDERS' EQUITY (DEFICIT)
   Common stock, $.10 par value, 1,000 shares authorized,
      issued and outstanding                                           100             100
   Additional paid-in capital                                          900             900
   Retained earnings (deficit)                                    (380,379)         (1,824)
                                                               -----------       ---------
       Total Stockholders' Equity (Deficit)                       (379,379)           (824)
                                                               -----------       ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIT)                                                   $ 4,484,454       $ 111,115
                                                               ===========       =========
</TABLE>

      Note 1: The balance sheet at December 31, 1999, as presented, is derived
      from the audited financial statements at that date.


                                       4
<PAGE>

                       TRANSITION AUTO FINANCE III, INC.

                              STATEMENTS OF INCOME

                                  (Unaudited)

<TABLE>
<CAPTION>
                                                Quarter Ended   Six Months Ended
                                                June 30, 2000      June 30, 2000
                                                -------------      -------------
<S>                                             <C>             <C>
REVENUES

 Vehicle monthly lease payments                    $  104,247          $ 108,470
   Amortization of down payments                       24,087             25,316
                                                    ---------          ---------

        Total Revenues                                128,334            133,786
                                                    ---------          ---------

OPERATING EXPENSES

  Operating costs                                     307,682            327,311
  General and administrative                            1,949              7,523
  Depreciation and amortization                       111,467            124,572
  Impairment loss                                          -0-                -0-
                                                    ---------          ---------

        Total Operating Expenses                      421,098            459,406
                                                    ---------          ---------

Operating Loss                                       (292,764)          (325,620)
                                                    ---------          ---------

OTHER INCOME (EXPENSE)

Investment income                                       8,552             12,994
Other income (expense)                                     -0-                -0-
Interest expense                                      (65,929)           (65,929)
Loss on sale of inventory                                  -0-                -0-
                                                    ---------          ---------

        Total Other Income (Expense)                  (57,377)           (52,935)
                                                    ---------          ---------

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

Net Loss                                            $(350,141)         $(378,555)
                                                    =========          =========

Loss per share (basic and diluted)                  $  350.14          $  378.55
</TABLE>


                                       5
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                  JUNE 30, 2000

<TABLE>
<CAPTION>
                                                                6 Months Ended
                                                                 June 30, 2000
                                                                 -------------
<S>                                                             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                         $  (378,555)
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Depreciation and amortization                                   124,572
     Amortization of down payments                                   (25,316)
     Impairment loss                                                      -0-
     Provision for allowance for doubtful accounts                        -0-
     (Gain) loss on sale of property                                      -0-
Net changes in operating assets and liabilities:
     Accounts receivable                                             (41,647)
     Accrued liabilities                                             428,071
     Deferred revenue                                                545,165
                                                                 -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                     652,290
                                                                 -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                       (2,858,064)
   Cash proceeds from sale of property                                    -0-
                                                                 -----------
NET CASH (USED) BY INVESTING ACTIVITIES                           (2,858,064)
                                                                 -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                 -0-
   Net advances (payments) to affiliates                             114,745
   Debt issuance costs                                              (448,405)
   Proceeds from notes payable                                     3,688,000
                                                                 -----------
NET CASH PROVIDED  BY FINANCING ACTIVITIES                         3,354,340
                                                                 -----------

NET INCREASE (DECREASE)  IN CASH                                   1,148,566

CASH AND CASH EQUIVALENTS, beginning of period                           897
                                                                 -----------

CASH AND CASH EQUIVALENTS, end of period                         $ 1,149,463
                                                                 ===========

CASH PAID DURING THE YEAR FOR
   Interest                                                      $    65,926
                                                                 ===========
   Income taxes                                                  $        -0-
                                                                 ===========
</TABLE>

NON-CASH INVESTING ACTIVITIES
Vehicles purchased during the six months ended June 30, 2000 with a net book
value of $76,747 were reclassified from vehicles leased to vehicles held for
sale.


                                       6
<PAGE>

                       TRANSITION AUTO FINANCE III, INC.

                         NOTES TO FINANCIAL STATEMENTS
                                  (Unaudited)

                                 JUNE 30, 2000

NOTE 1:     BUSINESS ACTIVITY

            Transition Auto Finance III, Inc. (the Company) is a Texas
            corporation organized May 26, 1999. The Company was established to
            purchase motor vehicles and automobile lease contracts, collecting
            and servicing automobile lease contracts and remarketing motor
            vehicles upon termination of their leases. Transition Leasing
            Management, Inc. (TLMI) owns 100% of the Company's common stock.

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

            CASH AND CASH EQUIVALENTS

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

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

            REVENUE

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

                  The down payments are initially recorded as deferred revenue
                  and then recognized as income over the term of the leases on a
                  straight-line basis.

            VEHICLES HELD FOR SALE

                  Vehicles held for sale are leased vehicles in which the lease
                  term has expired or that have been repossessed. Vehicles held
                  for sale are valued at the lower of book value or market
                  value. Generally these vehicles will be sold at auction by the
                  Company.


                                       7
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                  JUNE 30, 2000

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            EQUIPMENT AND LEASED VEHICLES

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

            OTHER ASSETS

                  Other assets include debt issuance costs incurred in
                  connection with the Company's offering of securities filed
                  with the Securities and Exchange Commission. These costs are
                  being amortized, on a straight-line basis, over the term of
                  the debt securities which mature on December 31, 2004.

            DEFERRED REVENUE

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

            FAIR VALUE OF FINANCIAL INSTRUMENTS

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

            USE OF ESTIMATES

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


                                       8
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                  JUNE 30, 2000

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

            CONCENTRATION OF CREDIT RISK

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

NOTE 3:     INCOME TAXES

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

            The Company has a deferred tax asset as of December 31, 1999
            (primarily from net operating loss carryforward), which has been
            completely offset by recognition of a valuation allowance.

            The Company has a net operating loss (NOL) carryforward of
            approximately $1,800 for the year ended December 31, 1999. The
            Company's NOL carryforward expires on December 31, 2019.

NOTE 4:     INVESTOR NOTES PAYABLE

            The Company has issued $3,688,000 of fixed rate redeemable
            asset-backed notes (Investor Notes) as of June 30, 2000.

            These Investor Notes were issued pursuant to a public offering on
            Form SB-2 under the Securities Act of 1933. The Investor Notes bear
            interest at the rate of 11%. Interest is payable monthly on the 15th
            day of each month.

            The Investor Notes were issued at various times during the quarter
            ended June 30, 2000, however the maturity date for all of the
            Investor Notes is December 31, 2004. The Investor Notes are
            collateralized by the following:

                        1.    Automobile contracts for the leasing of new or
                              late model automobiles.
                        2.    The leased vehicles.


                                       9
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                  JUNE 30, 2000

NOTE 5:     RELATED PARTIES

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


                                       10
<PAGE>

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

      The following discussions and analysis relates to factors that have
affected the operating results of the Company for the quarter ended and six-
month period ended June 30, 2000. The Company had no operations for the
comparable periods in 1999. The balance sheet at December 31, 1999, as
presented, is derived from the audited financial statements at that date.

General.

      As of June 30, 2000, the Company had sold $3,688,000 of its 11% Redeemable
Secured Notes and had originated a total of 114 leases at a cost of
approximately $2,535,440.

Results of Operations: Three months ended June 30, 2000 and the six months
ended June 30,2000

      For the three months ended June 30, 2000 the company had received monthly
contract lease payments of $104,247 and amortization of down payments of
$24,087. For the six-month period in 2000, the Company had contract lease
income of $108,470 and amortization of down payments of $25,316.

      Operating costs including general and administrative expenses were
$309,631 for the second quarter of 2000 and $334,834 for the six months ended
June 30, 2000.

      Depreciation and amortization was $111,467 for the three months ended June
30, 2000 and $124,572 for the six-months ended June 30, 2000.

      Interest expense for the three months ended June 30, 2000, was $65,929 and
the same for the six-month period ended June 30, 2000.

      The net loss for the second quarter ended June 30, 2000 was $350,141 and
$378,555 for the six-month period ended June 30, 2000.

Liquidity and Capital Resources

      During the six months ended June 30, 2000 the Company had used cash of
$2,858,064 in its investing activities and received $3,354,340 in its financing
activities.

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

      The Company's portfolio, which consisted of 114 leases, included 2 leases
which resulted in early terminations. The information on the Company's
experience with respect to early terminations is set forth below:

<TABLE>
<CAPTION>
                                                                    Vehicle                                        Total
               # of    Gross Cost     Misc.    Total        Down      Sale     Sales Tax  Warranty   Marketing    Amount    Profit
            Contracts  Of Vehicle   Expenses  Payments     Payment   Amount      Credit    Rebate    Fee Paid    Received    (Loss)
<S>         <C>        <C>          <C>       <C>          <C>      <C>        <C>        <C>        <C>         <C>        <C>
Repossession     2       $83,928     $3,017     $6,771     $28,324   $57,550     $3,597      $0       $16,286     $79,995    (6,990)
Early Payoff     0       $     0     $    0     $    0     $     0   $     0     $    0      $0       $     0     $     0   $     0
                 -       -------     ------     ------     -------   -------     ------      --       -------     -------   -------
Total            2       $83,928     $3,017     $6,771     $28,324   $57,550     $3,597      $0       $16,286     $79,995   ($6,990)
</TABLE>

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

      This report contains various forward looking statements and information
that are based on management's belief as well as assumptions made by and
information currently available to management. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance


                                       11
<PAGE>

that such expectations will prove to have been correct. Such statements are
subject to certain risks, uncertainties and assumptions. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those expected. Among the key
factors that may have a direct bearing on the Company's operating results are
fluctuations in the economy and in the level of activity in the automobile and
consumer finance industry, demand for the Company's products, the impact of
competition and interest rate fluctuations.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a) Not Applicable
      (b) Not Applicable
      (c) Not Applicable
      (d) The company applied 90% of the gross proceeds from the sale of the
      Notes to the purchase or acquisition of the Leased Vehicles and the
      contracts. The Company paid to the Underwriter sales commissions of 6% of
      the principal amount of the Notes sold by the Underwriter. Additionally,
      the Company reimbursed the Underwriter for certain expenses incurred in
      connection with its due diligence activities with regard to the Offering
      of 2.5% of the aggregate principal amount of the Notes sold. The Company
      also used 1.5% of the gross proceeds from the sale of the Notes to pay
      offering and organizational expenses, including filing and registration
      fees, legal fees of the Company's counsel, accounting fees, trustee's
      fees, escrow agent's fees, "blue sky" expenses and printing expenses.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

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

      No matters were submitted to a vote of the Company's sole stockholder
during the Second quarter of 2000.

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Financial Statements

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

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

      Exhibits

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

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

(b)   Reports on Form 8-K

      No reports on Form 8-K were filed during the six months ended June 30,
2000


                                       12
<PAGE>

                                   SIGNATURES

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

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


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


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


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


                                       13
<PAGE>

                                INDEX TO EXHIBITS

EXHIBIT
NUMBER                            DESCRIPTION

3.1         Articles of Incorporation of Transition Auto Finance III, Inc. *

3.2         Bylaws of Transition Auto Finance III, Inc. *

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

4.2         Form of Secured Note Due December 31, 2004 (included in Article Two
            of Indenture filed as Exhibit 4.1)

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

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

*     Incorporated by reference from Registration Statement on Form SB-2 of
      Transition Auto Finance III, Inc. Registration No. 333-80537, filed
      January 24, 2000.

**    Incorporated by reference from Amendment No. 1 to Registration Statement
      on Form SB-2 of Transition Auto Finance III, Inc., Registration No.
      333-80537, filed January 24, 2000.

***   Incorporated by reference from Amendment No. 3 to Registration Statement
      on Form SB-2 of Transition Auto Finance III, Inc., Registration No.
      333-80537, filed January 24, 2000.