<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 SEPTEMBER 30, 2001

                                -----------------

                        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 September 30, 2001, 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 SEPTEMBER 30, 2001

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

     ITEM 1.  Financial Statements

              Balance Sheets.................................................................................   3
                September 30, 2001 (Unaudited) and December 31, 2000

              Statements of Income (Unaudited)...............................................................   5
               Quarter and nine months ended September 30, 2001 and September 30, 2000

              Statements of Cash Flows (Unaudited)...........................................................   6
                Nine Months ended September 30, 2001 and September 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................................................................  13

     ITEM 4.  Submission of Matters to a Vote of Security Holders............................................  13

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

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

     Signatures..............................................................................................  14
</TABLE>

      In the Opinion of management, all adjustments necessary to 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>
                                                                      9 months ended        FYE
                                                                         9/30/2001       12/31/2000
                                                                        (unaudited)     (See Note 1)
                                                                        -----------     ------------
<S>                                                                   <C>               <C>
CURRENT ASSETS
  Cash and cash equivalents                                             $   252,316      $ 1,314,761
  Accounts receivable                                                       163,938          156,729
  Vehicles held for sale                                                    817,594          536,354
                                                                        -----------      -----------
      Total Current Assets                                                1,233,848        2,007,844
                                                                        -----------      -----------
PROPERTY, at cost
  Vehicles leased                                                         5,602,551        4,494,590
  Less accumulated depreciation                                            (997,388)        (470,077)
                                                                        -----------      -----------
      Net Property                                                        4,605,163        4,024,513
                                                                        -----------      -----------
OTHER ASSETS
  Debt issuance costs, net of amortization of $236,428 and $108,446         529,646          634,828
                                                                        -----------      -----------

TOTAL ASSETS                                                            $ 6,368,657      $ 6,667,185
                                                                        ===========      ===========
</TABLE>


                                       3
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                           BALANCE SHEETS (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
                                                            9 Months Ended         FYE
                                                               9/30/2001       12/31/2000
CURRENT LIABILITIES                                           (Unaudited)      (See Note 1)
                                                              -----------      -----------
<S>                                                         <C>                <C>
  Accrued liabilities                                         $   185,133      $   127,343
  Current portion of deferred revenue                             299,635          283,331
                                                              -----------      -----------
        Total Current Liabilities                                 484,768          410,674
                                                              -----------      -----------
OTHER LIABILITIES
  Due to affiliate                                                (41,886)          82,213
  Deferred revenue                                                449,452          449,441
  Investor notes payable                                        6,786,000        6,491,000
                                                              -----------      -----------
      Total Other Liabilities                                   7,193,566        7,022,654
                                                              -----------      -----------

TOTAL LIABILITIES                                               7,678,334        7,433,328
                                                              -----------      -----------

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)                                 (1,310,677)        (767,143)
                                                              -----------      -----------
       Total Stockholders' Equity (Deficit)                    (1,309,677)        (766,143)
                                                              -----------      -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIT)                                                  $ 6,368,657      $ 6,667,185
                                                              ===========      ===========
</TABLE>

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


                                       4
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                              STATEMENTS OF INCOME

                                   (Unaudited)

<TABLE>
<CAPTION>
                                    Quarter Ended         Nine Months Ended     Quarter Ended       Nine Months Ended
                                  September 30, 2001     September 30, 2001   September 30, 2000   September 30, 2000
                                  ------------------     ------------------   ------------------   ------------------
<S>                               <C>                    <C>                  <C>                  <C>
REVENUES
  Vehicle monthly lease payments           $ 402,803            $ 1,131,091            $ 234,011            $ 342,481
   Amortization of down payments             208,950                494,528               65,583               90,899
                                           ---------            -----------            ---------            ---------

        Total Revenues                       611,753              1,625,619              299,594              433,380
                                           ---------            -----------            ---------            ---------

OPERATING EXPENSES

  Operating costs                            159,554                403,056              157,316              484,627
  General and administrative                  39,309                100,940                  128                7,651
  Depreciation and amortization              312,382                894,398              203,357              327,929
  Impairment loss                                 -0-                    -0-                  -0-                  -0-
                                           ---------            -----------            ---------            ---------

        Total Operating Expenses             511,245              1,398,394              360,801              820,207
                                           ---------            -----------            ---------            ---------

Operating Income (Loss)                      100,508                227,225              (61,207)            (386,827)
                                           ---------            -----------            ---------            ---------

OTHER INCOME (EXPENSE)

Investment income                              3,338                 25,591               26,832               39,826
Other income (expense)                            (1)                   124                   -0-                  -0-
Interest expense                            (186,743)              (562,894)            (111,216)            (177,145)
Loss on sale of inventory                    (86,377)              (233,580)              (3,657)              (3,657)
                                           ---------            -----------            ---------            ---------

       Total Other Income (Expense)         (269,783)              (770,759)             (88,041)            (140,976)
                                           ---------            -----------            ---------            ---------

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

Net Loss                                   $(169,275)           $  (543,534)           $ 149,248            $(527,803)
                                           =========            ===========            =========            =========

Loss per share (basic and diluted)         $  169.28            $    543.53            $  149.25            $  537.80
</TABLE>


                                       5
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                9 Months Ended          9 Months Ended
                                                              September 30, 2001      September 30, 2000
                                                              ------------------      ------------------
<S>                                                           <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                             $  (543,534)            $  (527,803)
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Depreciation and amortization                                       894,398                 327,929
     Amortization of down payments                                      (494,528)                (90,899)
     Impairment loss                                                          -0-                     -0-
     Provision for allowance for doubtful accounts                            -0-                     -0-
     (Gain) loss on sale of property                                     233,580                   3,657
Net changes in operating assets and liabilities:
     Accounts receivable                                                  (7,209)                (50,278)
     Accrued liabilities                                                  57,790                 278,552
     Deferred revenue                                                    510,843                 773,682
                                                                     -----------             -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                         651,340                 714,840
                                                                     -----------             -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                           (2,746,526)             (4,351,183)
   Cash proceeds from sale of property                                   884,639                  23,706
                                                                     -----------             -----------
NET CASH (USED) BY INVESTING ACTIVITIES                               (1,861,887)             (4,327,477)
                                                                     -----------             -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                                     -0-                     -0-
   Net advances (payments) to affiliates                                (124,099)                 52,330
   Debt issuance costs                                                   (22,799)               (562,742)
   Proceeds from notes payable                                           295,000               5,052,000
                                                                     -----------             -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                148,102               4,541,588
                                                                     -----------             -----------

NET INCREASE (DECREASE)  IN CASH                                      (1,062,445)                928,951

CASH AND CASH EQUIVALENTS, beginning of period                         1,314,761                     897
                                                                     -----------             -----------

CASH AND CASH EQUIVALENTS, end of period                             $   252,316             $   929,848
                                                                     ===========             ===========

CASH PAID DURING THE YEAR FOR
   Interest                                                          $   556,911             $   177,145
                                                                     ===========             ===========
   Income taxes                                                      $        -0-            $        -0-
                                                                     ===========             ===========
</TABLE>

      NON-CASH INVESTING ACTIVITIES

      Vehicles purchased during the nine months ended September 30, 2001 with a
      net book value of $108,400 were reclassified from vehicles leased to
      vehicles held for sale.

      Vehicles purchased during the nine months ended September, 30, 2000 with a
      net book value of $296,860 were reclassified from vehicles leased to
      vehicles held for sale.


                                       6
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                               SEPTEMBER 30, 2001

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)

                               SEPTEMBER 30, 2001

NOTE 2:     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
            (CONTINUED)

            EQUIPMENT AND LEASED VEHICLES

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

                               SEPTEMBER 30, 2001

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, 2000
            (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 $382,000 and $1,800 for the year ended December 31,
            2000 and 1999 respectively. The Company's NOL carryforward expires
            on December 31, 2020.

NOTE 4:     INVESTOR NOTES PAYABLE

            The Company has issued $6,786,000 of fixed rate redeemable
            asset-backed notes (Investor Notes) as of September 30, 2001. Note
            sales were terminated on December 31, 2000. All remaining note sale
            proceeds were collected during January of 2001 and the Company will
            not have any additional note sales.

            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 fiscal 2000
            and in the first quarter 2001, 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)

                               SEPTEMBER 30, 2001

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 nine-months ended
September 30, 2001. The balance sheet at December 31, 2000, as presented, is
derived from the audited financial statements at that date.

General.

      As of September 30, 2001, the Company had sold $6,786,000 of its 11%
Redeemable Secured Notes and had originated a total of 355 leases at a cost of
$6,989,105.

Results of Operations: Three months ended September 30 ,2000, compared to three
months ended September 30,2000

      For the three-months ended September 30, 2001, the company had received
monthly contract lease payments of $402,803 and amortization of down payments of
$208,950. For the same period in 2000, the Company had contract lease income of
$234,011 and amortization of down payments of $65,583. The increase in monthly
contract lease payments of $168,792 for the three-month period ended September
30, 2001, was the result of a larger number of active leases for the period of
2001, compared to the same period in 2000.

      Operating costs including general and administrative expenses were
$198,863 for the three-month period ended September 30, 2001 compared to
$157,444 for the same period in 2000. The increase in the 2001 period was due to
higher cost associated with repossessing vehicles and legal and administrative
costs for a larger total of leased vehicles.

      Depreciation and amortization was $312,382 for the three months ended
September 30, 2001 compared to $203,357 for the same period in 2000. The
increase of $109,025 for the second quarter of 2001 was due to an increase in
lease activity for the 2001 period and a larger number of active leases for the
2001 period.

      Interest expense for the three months ended September 30, 2001, was
$186,743 compared to $111,216 for the same period in 2000. The increase in
interest expense for the third quarter of 2001 was due to a larger amount of
notes outstanding at September 30, 2001 compared to the same period in 2000.

      Loss on sale of inventory for the quarter ended September 30, 2001, was
$86,377 compared to $3,657 for the same period in 2000. Loss on sale of
inventory occurs when the book value of the asset exceeds the market value of
the repossessed vehicle.

      The net loss for the quarter ended September 30, 2001, was $169,275
compared to a loss of $149,248 for the same period in 2000.

Results of operations: Nine-month period ended September 30, 2001 compared to
nine-months ended September 30, 2000

      Total revenue for the nine-months ended September 30, 2001 was $1,625,619
compared to $433,380 for the same period in 2000. The increase in 2001 revenue
was due to a substantial increase in lease activity compared to the same period
in 2000.

      Operating costs and expenses were $503,996 for the nine-month period ended
September 30, 2001 compared to $492,278 for the same period in 2000.

      Depreciation and amortization for the nine-months ended September 30, 2001
was $894,398 compared to $327,929 for the same period in 2000. The increase in
2001 reflects the higher number of active leases for the 2001 period.

      Interest expense for the nine-months ended September 30, 2001, was
$562,894 compared to $177,145 for the same period in 2000. The increase in
interest expense of $310,222 was due to an increase in notes outstanding for the
2001 period.


                                       11
<PAGE>

      Loss on sale of inventory for the nine-month ended September 30, 2001 was
$233,850 compared to $3,657 for the same period in 2000. The loss on sale of
inventory for the second quarter of 2001 was the result of leases defaulting
early in the lease term and an increase in repossessions. If the economy
continues to weaken, the Company anticipates that repossessions will continue to
increase.

      The Company had a loss of $543,534 for the nine-months ended September 30,
2001 compared to a loss of $527,803 for the same period in 2000.

Liquidity and Capital Resources

      During the nine-months ended September 30, 2001, the Company used cash of
$1,816,887 in its investing activities and received $148,102 in its financing
activities. For the same period in 2000, the Company utilized cash of $4,327,477
in its investing activities and received $4,541,588 in its financing activities.

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

      The Company's portfolio, which consisted of 355 leases, included 59 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   47      $1,154,982   $22,614   $201,219  $225,301   $688,470    $33,097   $7,769    $129,720   $1,026,135  ($151,461)
Early Payoff   12      $  288,354   $   450   $ 83,522  $ 65,438   $233,027    $ 8,696   $    0    $ 37,627   $  353,056   $ 64,252
               --      ----------   -------   --------  --------   --------    -------   ------    --------   ----------   --------
Total          59      $1,443,336   $23,064   $284,741  $290,739   $921,497    $41,793   $7,769    $167,347   $1,379,191  ($ 87,209)
</TABLE>

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

      This report contains various forward looking statements and information
that are based on management's belief as well as assumptions made by and
information currently available to management. Although the Company believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations will prove to have
been correct. Such statements are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those expected. Among the key factors that may have a direct
bearing on the Company's operating results are fluctuations in the economy and
in the level of activity in the automobile and consumer finance industry, demand
for the Company's products, the impact of competition and interest rate
fluctuations.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

      (a) Not Applicable
      (b) Not Applicable
      (c) Not Applicable


                                       12
<PAGE>

      (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% of the aggregate principal amount of the Notes sold. The Company
      also used 2% 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 Third quarter of 2001.

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 nine months ended September
      30, 2001


                                       13
<PAGE>

                                   SIGNATURES

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

                                            TRANSITION AUTO FINANCE 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


                                       14
<PAGE>

                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                DESCRIPTION
<S>         <C>
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. **

</TABLE>

*     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.