<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 MARCH 31, 2002

                                   ----------


                        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 March 31, 2002, 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 MARCH 31, 2002


<Table>
<Caption>
                                                                            Page No.
                                                                            --------
<S>      <C>                                                                <C>
PART I.  FINANCIAL INFORMATION

         ITEM 1.  Financial Statements

                  Balance Sheets
                    March 31, 2002 (Unaudited) and December 31, 2001.........  3

                  Statements of Income (Unaudited)
                    Quarter ended March 31, 2002 and March 31, 2001..........  5

                  Statements of Cash Flows (Unaudited)
                    Three Months ended March 31, 2002 and March 31, 2001.....  6

                  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>
                                                  3 months ended        FYE
                                                     3/31/2002       12/31/2001
                                                    (unaudited)     (See Note 1)
                                                  --------------    ------------
<S>                                               <C>               <C>
CURRENT ASSETS
  Cash and cash equivalents                         $   115,775     $   181,867
  Accounts receivable                                   350,091         332,026
  Vehicles held for sale                                516,803         398,709
  Other Assets                                              -0-           2,583
                                                    -----------     -----------
      Total Current Assets                              982,669         915,185

PROPERTY, at cost
  Vehicles leased                                     5,714,078       5,568,662
  Less accumulated depreciation                      (1,206,497)       (976,390)
                                                    -----------     -----------
      Net Property                                    4,507,581       4,592,272
                                                    -----------     -----------

OTHER ASSETS
  Debt issuance costs, net of amortization
    of $317,912 and $108,446                            448,161         488,904
  Due from Associates                                    20,620          39,061
                                                    -----------     -----------
      Total Other Assets                                468,781         527,965
                                                    -----------     -----------


TOTAL ASSETS                                        $ 5,959,031     $ 6,035,422
                                                    ===========     ===========
</Table>


                                       3
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                           BALANCE SHEETS (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)


<Table>
<Caption>
                                                   3 Months Ended       FYE
                                                      3/31/2002      12/31/2001
                                                     (Unaudited)    (See Note 1)
                                                   --------------   ------------
<S>                                                <C>              <C>
CURRENT LIABILITIES
  Accrued liabilities                                $   164,418    $    93,915
  Current portion of deferred revenue                    279,485        282,821
                                                     -----------    -----------
        Total Current Liabilities                        443,903        376,736

OTHER LIABILITIES
  Due to affiliate                                        85,868         52,255
  Deferred revenue                                       417,551        430,272
  Investor notes payable                               6,786,000      6,786,000
                                                     -----------    -----------
      Total Other Liabilities                          7,289,419      7,268,527

TOTAL LIABILITIES                                      7,733,322      7,645,263
                                                     -----------    -----------

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)                        (1,775,291)    (1,610,841)
                                                     -----------    -----------
       Total Stockholders' Equity (Deficit)           (1,774,291)    (1,609,841)
                                                     -----------    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
   (DEFICIT)                                         $ 5,959,031    $ 6,035,422
                                                     ===========    ===========
</Table>

     Note 1: The balance sheet at December 31, 2001, as presented, is derived
     from the audited financial statements at that date.

     See accompanying notes to financial statements.


                                       4
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                              STATEMENTS OF INCOME

                                   (Unaudited)


<Table>
<Caption>
                                                   Quarter Ended    Quarter Ended
                                                   March 31, 2002   March 31, 2001
                                                   --------------   --------------
<S>                                                <C>              <C>
REVENUES

  Vehicle monthly lease payments                     $ 421,838        $ 364,328
   Amortization of down payments                       174,027          170,385
                                                     ---------        ---------

        Total Revenues                                 595,865          534,713
                                                     ---------        ---------

OPERATING EXPENSES

  Operating costs                                      113,200          120,824
  General and administrative                            39,465            9,952
  Depreciation and amortization                        312,081          289,575
                                                     ---------        ---------
        Total Operating Expenses                       464,746          420,351

Operating Income (Loss)                                131,119          114,362
                                                     ---------        ---------

OTHER INCOME (EXPENSE)

Investment income                                          184           12,726
Other income (expense)                                      39               70
Interest expense                                      (186,703)        (189,477)
Loss on sale of inventory                             (109,088)         (54,250)
                                                     ---------        ---------

        Total Other Income (Expense)                  (295,568)        (230,931)
                                                     ---------        ---------

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

Net Loss                                             $(164,449)       $(116,569)
                                                     =========        =========

Loss per share (basic and diluted)                   $  164.45        $  116.57
                                                     =========        =========
</Table>


See accompanying notes to financial statements.


                                       5
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                            STATEMENTS OF CASH FLOWS

                                   (Unaudited)


<Table>
<Caption>
                                                             3 Months Ended  3 Months Ended
                                                             March 31, 2002  March 31, 2001
                                                             --------------  --------------
<S>                                                          <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                      $  (164,449)   $  (116,569)
Adjustments to reconcile net income to net cash provided by
  operating activities:
     Depreciation and amortization                                312,081        289,575
     Amortization of down payments                               (174,027)      (170,385)
     Impairment loss                                                  -0-            -0-
     Provision for allowance for doubtful accounts                    -0-            -0-
     (Gain) loss on sale of property                              109,088         54,250
Net changes in operating assets and liabilities:
     Accounts receivable                                          (18,064)       (61,626)
     Accrued liabilities                                           70,503         45,019
     Other assets                                                   2,583            -0-
     Deferred revenue                                             157,970        176,969
                                                              -----------    -----------
NET CASH PROVIDED (USED) BY OPERATING ACTIVITIES                  295,685        217,233
                                                              -----------    -----------

CASH FLOWS FROM INVESTING ACTIVITIES
   Purchase of fixed assets                                      (704,515)      (939,127)
   Cash proceeds from sale of property                            327,565        225,999
                                                              -----------    -----------
NET CASH (USED) BY INVESTING ACTIVITIES                          (376,950)      (713,128)
                                                              -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES
   Net advances (payments) to affiliates                           15,173        (34,510)
   Debt issuance costs                                                -0-        (22,799)
   Proceeds from notes payable                                        -0-        295,000
                                                              -----------    -----------
NET CASH PROVIDED BY FINANCING ACTIVITIES                          15,173        237,691
                                                              -----------    -----------

NET INCREASE (DECREASE) IN CASH                                   (66,092)      (258,204)

CASH AND CASH EQUIVALENTS, beginning of period                    181,867      1,314,761
                                                              -----------    -----------

CASH AND CASH EQUIVALENTS, end of period                      $   115,775    $ 1,056,557
                                                              ===========    ===========

CASH PAID DURING THE YEAR FOR
   Interest                                                   $   186,764    $   184,029
                                                              ===========    ===========
   Income taxes                                               $       -0-    $       -0-
                                                              ===========    ===========
</Table>


See accompanying notes to financial statements.

NON-CASH INVESTING ACTIVITIES

Vehicles with a net book value of $219,935 were reclassified from vehicles
leased to vehicles held for resale as of March 31, 2002.


                                       6
<PAGE>

                        TRANSITION AUTO FINANCE III, INC.

                          NOTES TO FINANCIAL STATEMENTS
                                   (Unaudited)

                                 MARCH 31, 2002

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)

                                 MARCH 31, 2002


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)

                                 MARCH 31, 2002

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.

          ACCOUNTING PRONOUNCEMENTS

               During 2001, the Financial Accounting Standards Board (FASB)
               issued SFAS No. 143, "Accounting for Asset Retirement
               Obligations," which is effective for financial statements issued
               for fiscal years beginning after June 15, 2002. The pronouncement
               addresses the recognition and remeasurement of obligations
               associated with the retirement of tangible long-lived assets. In
               2001, the FASB issued SFAS No. 144, "Accounting for the
               Impairment or Disposal of Long-Lived Assets," which is effective
               for financial statements issued for fiscal years beginning after
               December 15, 2001. SFAS No. 144 supersedes SFAS No. 121,
               "Accounting for the Impairment of Long-Lived Assets and for
               Long-Lived Assets to be Disposed Of," and applies to all
               long-lived assets (including discontinued operations). The
               Company does not expect these standards to have a material impact
               on future financial statements or results of operations.


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, 2001
               (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 $951,992 and $382,000 as of December 31, 2001 and
               2000 respectively. The Company's NOL carryforward expires on
               December 31, 2021.


                                       9
<PAGE>

NOTE 4:   INVESTOR NOTES PAYABLE

               The Company has issued $6,786,000 of fixed rate redeemable
               asset-backed notes (Investor Notes) as of March 31, 2002.

               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 2001 and
               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.

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. For the period ending March 31, 2001, the
               Company paid TLMI $125,832 for the above fees and still owes TLMI
               $7,468.


                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

         The following discussions and analysis relates to factors that have
affected the operating results of the Company for the quarter ended March 31,
2002. The balance sheet at December 31, 2002, as presented, is derived from the
audited financial statements at that date.

General.

         As of March 31, 2002, the Company had sold $6,786,000 of its 11%
Redeemable Secured Notes and had originated a total of 263 leases at a cost of
$5,361,672.

Results of Operations

         For the three months ended March 31, 2002, the company had received
monthly contract lease payments of $421,838 and amortization of down payments of
$174,027. This compares to contract lease payments of $364,328 and amortization
of down payments of 170,385 for the same period in 2001. The increase in monthly
contract lease payments of $57,510 (15.8%) for the first quarter of 2002 was due
to an increase in the number of leased vehicles in 2002. The number of leased
vehicles for the three month period ending March 31, 2002 was 271 compared to
229 for the same period in 2001, an increase of 18.3%.

         Operating costs including general and administrative expenses were
$152,665 for the three-month period ended March 31, 2002. This compares to
$130,776 for the same period in 2001. The increase in operating expenses of
$21,889 (16.7%) for the first quarter of 2002, compared to the same period for
2001, was due to the increase in portfolio size from 229 to 271 leased vehicles
in the 2002 period.

         Depreciation and amortization was $312,081 for the three months ended
March 31, 2002 compared to $289,575 for the first quarter of 2001. The increase
in depreciation and amortization for the first quarter of 2002 compared to the
first quarter of 2001 was due to the increase in leased vehicles from 229 for
the 2001 period compared to 271 for the same period in 2002.

         Interest expense for the three months ended March 31, 2002, was
$186,703 compared to $189,477 for the same period in 2001.

         Loss on sale of inventory for the quarter ended March 31, 2002, was
$109,088 compared to $54,250 for the first quarter of 2001. The increased loss
on sale of inventory was due an increase in the number of defaults early in the
lease term when losses are greater.

         The net loss for the quarter ended March 31, 2002, was $164,449
compared to $116,569 for the same period in 2001. The increased loss for the
quarter ended March 31, 2002 of $47,880, or 41.1%, was due to increased costs,
including marketing fees, associated with the increase in leased vehicles from
229 to 271 for the 2002 period.

Liquidity and Capital Resources

         During the three months ended March 31 2002, the Company used cash of
$376,950 in its investing activities and provided $15,173 from its financing
activities. For the same period in 2001, the Company used $713,128 in its
investing activities and provided $237,691 from its financing activities.

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

         The Company's portfolio, which consisted of 404 leases, included 133
leases which resulted in early terminations. The information on the Company's
experience with respect to early terminations is set forth below:

<Table>
<Caption>
                 # 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     108     $2,566,573  $64,152   $526,225  $513,011  $1,455,913   $63,124    $8,308   $295,154  $2,271,427  $(359,298)
Early Payoff      25     $  545,870  $   715   $179,640  $110,467  $  429,498   $14,972    $    0   $ 63,326  $  671,251  $ 124,666
                 ---     ----------  -------   --------  --------  ----------   -------    ------   --------  ----------  ---------
Total            133     $3,112,443  $64,867   $705,865  $623,478  $1,885,411   $78,096    $8,308   $358,480  $2,942,678  $(234,632)
</Table>

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


                                       11
<PAGE>

         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

         (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 First quarter of 2002.

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.


                                       12
<PAGE>

       Exhibits

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

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

(b)    Reports on Form 8-K

       No reports on Form 8-K were filed during the three months ended March 31,
2002


                                   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: 5/15/02                                /s/ KENNETH C. LOWE
                                      ------------------------------------------
                                             Kenneth C. Lowe, President/
                                             Chief Executive Officer


Date: 5/15/02                                /s/ KENNETH C. LOWE
                                      ------------------------------------------
                                             Kenneth C. Lowe, President/
                                             Chief Operating Officer


Date: 5/15/02                                /s/ KENNETH C. LOWE
                                      ------------------------------------------
                                             Kenneth C. Lowe, President/
                                             Chief Financial Officer


                                       13
<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.