SecProbe.io

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Mail Stop 6010

      July 7, 2005

VIA U.S. MAIL AND FAX (214) 369-8239

Mr. Kenneth C. Lowe
Chief Executive and Chief Financial Officer
Transition Auto Finance II, Inc.
8144 Walnut Hill Lane
Suite 680
Dallas, Texas 75231

	Re:	Transition Auto Finance II, Inc.
		Form 10-KSB for the year ended December 31, 2004
		Filed April 14, 2005
		File No. 33-49261-D

Dear Mr. Lowe:

      We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
documents
in response to these comments.  If you disagree, we will consider
your explanation as to why our comment is inapplicable or a
revision
is unnecessary.  Please be as detailed as necessary in your
explanation.  In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may or may not raise additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-KSB as of December 31, 2004

Financial Statements

Report of Independent Registered Public Accounting Firm

1. The audit report included in the Form 10-KSB filed in EDGAR is
not
signed. Please amend to include an audit report that includes the
conformed signature of your independent auditor.  Refer to
Regulation
S-X, Article 2.

2. We noted that your auditors did not refer to the United States
PCAOB in their audit opinion. Confirm to us that the audit was
performed in accordance with the United States PCAOB. In addition,
please obtain a revised opinion and amend your filing to include
the
amended opinion. See PCAOB Standard No. 1.

Financial Statements, page 9

3. Please amend your filing to include an analysis of the changes
in
each caption of stockholders` equity (deficit) presented in the
balance sheets as required by Rule 3-04 of Regulation S-X.

Item 8A. Controls and Procedures, page 17

4. We note your disclosure that your "[your] principal executive
officer and principal financial officer concluded as of the
evaluation date that [your] disclosure controls and procedures
were
effective such that the information to be disclosed in the reports
filed or submitted under the Act is accumulated and communicated
to
management, including the principal executive and principal
financial
offers, to allow timely decisions regarding required disclosures."
Revise to clarify, if true, that your officers concluded that your
disclosure controls and procedures are also effective to ensure
that
information required to be disclosed by the Company in reports
that
it files under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and
forms
of the SEC.

Form 10-QSB for the period ended March 31, 2005

Item 3. Controls and Procedures

5. Revise your Form 10-QSB to furnish the information required by
Items 307 and 308(c) of Regulation S-B in Item 3 of Part I to Form
10-QSB.

      As appropriate, please amend your Form 10-KSB for the year
ending December 31, 2004 and respond to these comments within 10
business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to
expedite our review.  Please furnish a cover letter that keys your
responses to our comments and provides any requested supplemental
information.  Detailed cover letters greatly facilitate our
review.
Please understand that we may have additional comments after
reviewing your responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;

?	staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

?	the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Julie Sherman, Staff Accountant, at (202)
551-
3640 or me at (202) 551-3554 if you have any questions regarding
these comments.  In this regard, do not hesitate to contact Martin
James, the Senior Assistant Chief Accountant, at (202) 551-3671

								Sincerely,

								Angela Crane
								Branch Chief
Mr. Kenneth C. Lowe
Transition Auto Finance II, Inc.
July 7, 2005
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