FORM 10-K


                       SECURITIES AND EXCHANGE COMMISSION


                             Washington, D.C. 20549

                                   (Mark one)

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004

                                       or

[ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                        Commission File Number: 000-32859

                              BFA LIQUIDATION TRUST

             (Exact name of registrant as specified in its charter)


           Arizona                                             86-1018485
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

3300 N. Central Ave., Suite 900, Phoenix, Arizona                  85012
(Address of principal executive offices)                         (Zip Code)

       Registrant's telephone number, including area code: (602) 279-3587

         Former Address: 1313 E. Osborn Rd, Suite 250, Phoenix, AZ 85014

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or 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 [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
described in Rule 12b-2 of the Act [ ] Yes [X] No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common  stock  as of  the  latest  practicable  date:  As  of  March  29,  2005,
448,610,056 units of Class A Beneficial Interests and 137,246,636 units of Class
B Beneficial Interests were outstanding.


<PAGE>
                              BFA Liquidation Trust
                                    Form 10-K
                                Table of Contents

<TABLE>
<CAPTION>
<S>                                                                                             <C>
                                     PART I

Item 1. Business.                                                                                1

Item 2. Properties.                                                                              2

Item 3. Legal Proceedings.                                                                       2

Item 4. Submission of Matters to a Vote of Security Holders.                                     3

                                     PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
        and Issuer Purchases of Equity Securities                                                3

Item 6. Selected Financial Data.                                                                 4

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.    4

Item 7A. Qualitative and Quantitative Disclosures about Market Risk.                             10

Item 8. Financial Statements and Supplementary Data.                                             11

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.    25

Item 9A. Controls and Procedures.                                                                25

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.                                     26

Item 11. Executive Compensation.                                                                 27

Item 12. Security Ownership of Certain Beneficial Owners and Management.                         29

Item 13. Certain Relationships and Related Transactions.                                         29

Item 14. Principal Accounting Fees and Services.                                                 30

                                     PART IV

Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K.                        31
</TABLE>


<PAGE>
                                     PART I

Item 1. Business.

The BFA  Liquidation  Trust  (the  "TRUST")  was formed  pursuant  to the "First
Amended Joint Liquidating Plan of Reorganization of the Debtors Under Chapter 11
of the Bankruptcy  Code" proposed by the Baptist  Foundation of Arizona  ("BFA")
and related subsidiaries and affiliates (collectively,  the "DEBTORS"), Official
Collateralized  Investors'  Committee and Official Joint  Committee of Unsecured
Creditors,  relating  to Case No.  99-13275  ECF GBN  (the  "PLAN"),  which  was
confirmed by the Bankruptcy  Court for the District of Arizona (the  "BANKRUPTCY
COURT"), by an order entered on December 22, 2000 (the "CONFIRMATION ORDER") and
effective on January 22, 2001 (the "EFFECTIVE DATE").

The primary purpose of the Trust is to (i) oversee and direct the liquidation of
the assets that were  transferred  to the Trust pursuant to the Plan (the "TRUST
ASSETS") for the benefit of the beneficiaries of the Trust (the "BENEFICIARIES")
in accordance with Treasury Regulation Section 301.7701-4(d), (ii) prosecute all
litigation  claims  for the  benefit  of the  Trust,  and (iii)  distribute  any
proceeds of the litigation  claims and the Trust Assets received by the Trust to
the Beneficiaries. The Trust is not operated with the objective of continuing or
engaging in the conduct of a trade or business,  except to the extent reasonably
necessary to preserve or enhance the value of the Trust Assets,  and  consistent
with the liquidating purpose of the Trust.

Pursuant to the Plan, a liquidating  trustee (the  "LIQUIDATING  TRUSTEE") and a
liquidating trust board (the  "LIQUIDATING  TRUST BOARD") have been appointed to
oversee the liquidation of the Trust Assets.  Currently, the Liquidating Trustee
and the  Liquidating  Trust Board are  overseeing  the  liquidation of the Trust
Assets ensuring that such  liquidation is conducted in a  cost-effective  manner
and in a  reasonable  time,  with due regard  for the risk that undue  haste may
minimize the liquidation proceeds of a particular Trust Asset. In addition,  the
Liquidating  Trustee and the  Liquidating  Trust Board are using best efforts to
make  timely  distributions  and to  minimize  the  duration  of the  Trust.  In
overseeing  the selling of the Trust  Assets,  the  Liquidating  Trustee and the
Liquidating  Trust Board are using best  efforts to  maximize  the amount of the
proceeds  derived  there  from.  The  liquidation  of the  Trust  Assets  may be
accomplished   either  through  the  prosecution,   compromise  and  settlement,
abandonment  or dismissal of any or all claims,  rights or causes of action,  or
otherwise subject to the terms of the Plan.

The Trust is set to  terminate  on the  later  of:  (i) the date of entry by the
Bankruptcy  Court of the final decree which fully and finally closes the Chapter
11 cases  (the  "FINAL  DECREE");  or (ii) the date upon  which all of the Trust
Assets have been  distributed  to the  Beneficiaries  and there are no remaining
assets expected to be received in the Trust Assets, provided,  however, that the
Trust will terminate no later than January 22, 2006, the fifth (5th) anniversary
of the Effective  Date. On or prior to such  termination  date,  the  Bankruptcy
Court, upon motion by a party in interest, may extend the term of the Trust upon
a finding  by the  Bankruptcy  Court that the  extension  is  necessary  for the
liquidating  purposes of the Trust.  Extensions  may be obtained so long as each
extension  is  approved  by the  Bankruptcy  Court six (6)  months  prior to the
expiration of the original term and each extended term. The Trust intends to ask
the Bankruptcy Court for a one (1) year extension.

After the  termination  of the  Trust and for the  purpose  of  liquidating  and
winding up the affairs of the Trust,  the  Liquidating  Trustee will continue to
act  in  such  capacity  until  its  duties  have  been  fully  performed.  Upon
distribution of the entire Trust Assets and entry of the Final Decree and unless
ordered  otherwise  by the  Bankruptcy  Court as part of the Final  Decree,  the
Liquidating  Trustee  will  retain  for a period  of two (2)  years  the  books,
records,  Beneficiary  lists,  securities  register,  and certificates and other
documents  and files  which  will  have  been  delivered  to or  created  by the
Liquidating Trustee.  Subject to the final decree, at the Liquidating  Trustee's
discretion, all of such records and documents may, but need not, be destroyed at
any time after two (2) years from the  completion  and winding up of the affairs
of the Trust. Except as otherwise  specifically  provided in the Trust Agreement
dated  January 22,  2001 (the  "TRUST  AGREEMENT"),  upon the  discharge  of all
liabilities  of the Trust,  final  distribution  of the entire  Trust Assets and
entry of the Final Decree,  the Liquidating  Trustee will have no further duties
or obligations relating to the Trust.

                                     - 1 -
<PAGE>

Availability of SEC Reports
The Trust' s website address is www.bfalt.org. The Trust makes available free of
charge upon request  through its internet  website or mail, its annual report on
Form  10-K,  quarterly  reports on Form  10-Q,  current  reports on Form 8-K and
amendments to these  reports filed or furnished  pursuant to Section 13(a) or 15
(d) of the  Securities  Exchange Act of 1934,  as amended as soon as  reasonably
practicable after the Trust electronically files such material with or furnishes
it to the SEC.  Materials posted on the Trust' s website are not incorporated by
reference into this annual report on Form 10-K.

Item 2. Properties.

The  Trust  does not have any  material  physical  properties,  except  for such
properties that are held for sale.

Item 3. Legal Proceedings.


William Blair

In an effort to avoid repaying $4 million dollars in debt to the Trust,  William
Blair has  engaged in a number of legal  maneuvers.  In 2001,  the Trust filed a
Notice of  Trustee's  Sale on the  collateral  securing  repayment on one of the
Notes (the "DESERT  DIAMOND  NOTE").  The Trust  separately  filed a lawsuit and
obtained a judgment  against  Mr.  Blair  individually  as a co-maker  under the
Desert Diamond Note. That debt has been reduced to judgment in an amount of $1.4
million  dollars,  plus  interest at 19% until paid in full.  With regard to Mr.
Blair's  second  obligation  (the  "CAMPBELL  NOTE") the Superior  Court entered
judgment on March 19, 2003 against both Mr. Blair and his trust in the amount of
$1,418,329.82 with interest at the rate of 18% from August 13, 2001, until paid.
In July 2004 Mr. Blair filed for personal bankruptcy protection, and turned over
certain assets to the Chapter 7 trustee for  liquidation.  Through the judgments
under  the  Desert  Diamond  and  Campbell  Notes the Trust  holds  secured  and
unsecured  claims in the  Blair  bankruptcy  case.  The  Trust  has  reached  an
agreement with the Chapter 7 trustee  whereby the Trust is to receive (i) 50% of
the net proceeds  from asset sales after  secured  creditors  have been paid and
(ii) distribution  based onthe Trusts pro-rata share as an unsecured creditor of
any remaining  proceeds after  administrative  costs. The Trust has not included
the value of these estimated proceeds in the accompanying consolidated financial
statements due to the uncertainty of the asset's sales values. In addition there
exists a remaining action against Fidelity Title (the "TITLE COMPANY") the Title
Company  hired  by Mr.  Blair  to  transfer  title to  portions  of the  Trust's
collateral under the Desert Diamond Note to third parties without lien releases.
The Bankruptcy Court granted the Title Company's Motion for  Reconsideration and
reversed its prior ruling. The effect is that the Bankruptcy Court has upheld an
alleged  contract  modification  disallowed  by a different  judge in an earlier
litigation.  If the Bankruptcy  Court's ruling stands as issued, the Trust would
be required to release its liens on the remaining real property collateral for a
release price of $12,500/lot (a total of $275,000 for the remaining  lots).  The
Bankruptcy  Court also  awarded the Title  Company an amount of $44,000 for fees
and costs.  The Trust has appealed  both rulings  made by the  Bankruptcy  Court
relating to the Title  Company  matters  and a stay has been issued  pending the
resolution of the appeal. The District Court heard oral arguments  regarding the
appeal in March, 2005 and the Trust is now awaiting the judges ruling. The Trust
has  included the  estimated  value of this note  receivable  at the lot release
price less awarded attorney's fees ($231,000) in the receivables, net portion of
the accompanying consolidated financial statements.

W.H.H.C

The Trust holds a note receivable in an outstanding amount of approximately $1.8
million dollars from W.H.H.C.  Through this note the Trust has begun foreclosing
on approximately  70 acres of real property located in Maricopa County,  Arizona
with an estimated  value of $2.8 million as payment on the  outstanding  note. A
lawsuit has been filed in the  Superior  Court to  foreclose on the mortgage and
obtain  a  judgment  against  the  real  property.  The  defendants  have  filed
counter-claims  against the Trust asserting that the Trust has wrongfully  filed
lis pendens against the subject property.  If such counter-claims are successful
the result is a  potential  liability  for the Trust equal to triple the damages
incurred. Subsequently, both the defendants and the Trust have filed motions for
summary judgment and  cross-motions for summary judgment against each other. The
Maricopa County Superior Court  ("SUPERIOR  COURT")  conducted oral arguments on


                                     - 2 -
<PAGE>

all the  pending  motions in  February  2005.  The  motions  are all still under
advisement  and the Superior Court has set a trial date for July 2005. The Trust
believes it will prevail in this case and therefore  the estimated  value of the
note has been  included  in the  receivables,  net  portion of the  accompanying
consolidated financial statements.

Glen Crotts

On November  12, 2003 the Trust filed an adversary  proceeding  against Glen and
Nannie Lou Crotts and the Glen E. Crotts  Revocable Trust  ("CROTTS").  Glen and
Nannie Lou Crotts are the parents of past BFA president  William Crotts and Glen
Crotts  served as  president  of BFA prior to William  Crotts.  The Crotts  have
denied the  assertions  against  them and have filed  counterclaims  against the
Trust for withholding  distributions on $537,219 of their investments in BFA and
$18,000  from  another  partnership.  The Crotts  and the Trust  have  reached a
settlement  in which the Trust will pay the Crotts  $25,000  and the Crotts will
give up all claims to funds held by the Trust.  The  settlement  was approved by
the Bankruptcy Court and paid in August 2004.

Disputed Proofs of Claims

A number  of  creditors  filed  proofs  of  claims  in the  Debtors'  bankruptcy
proceedings.  As of December 31, 2004 all of these claims have been resolved and
either paid in full (if any amount was due) or fully reserved for (if disputed).

Item 4. Submission of Matters to a Vote of Security Holders.

The Trust has no  outstanding  voting  securities  and,  thus,  no matters  were
submitted to a vote of security holders during the year ended December 31, 2004.

                                     PART II

Item 5.  Market For  Registrant's  Common  Equity and  Related  Stockholder
         Matters and Issuer Purchases of Equity Securities.

Class 3A and 3B  beneficial  interests  are not  listed  or  traded  on a public
exchange.

The  following  is a schedule  of cash  distributions  NET OF  DISPUTED  ACCOUNT
RESERVES made to holders of Class 3A and 3B Trust  beneficial  interest  holders
and other classes for the years ending December 31, 2004 and December 31 ,2003:

<TABLE>
<CAPTION>
                                                                January 1, 2004 to       January 1, 2003 to
                                                                December 31, 2004        December 31, 2003
                                                                -----------------        -----------------
<S>                                                                <C>                      <C>
Class 3A and 3B holders - Trust Asset proceeds                     $16,600,000              $75,750,000
Class 3A and 3B holders - Trust's share of litigation
proceeds (*)                                                                 -               93,470,000
All Other Class holders                                                      -                6,330,000
                                                                   ------------            -------------
Total Distributions                                                $16,600,000             $175,550,000
                                                                   ============            =============
</TABLE>

Note (*) - During 2003 the Trust  distributed  approximately  $186.9  million in
litigation  proceeds.  Per the court approved plan of  allocation,  50% of these
proceeds were  allocated to the Trust and the remaining 50 % was  distributed to
the class action members. The amount detailed in this schedule reflects only the
Trust's 50% share of these proceeds for 2003.


                                     - 3 -
<PAGE>
Item 6. Selected Financial Data.


The  selected  historical  financial  data  presented  below for the year  ended
December 31,  2004,  for the year ended  December  31, 2003,  for the year ended
December  31, 2002 and for the period from January 22, 2001 to December 31, 2001
are derived from our consolidated  financial statements.  The selected financial
data should be read in  conjunction  with Item 7.  "Management's  Discussion and
Analysis of Financial  Condition and Results of Operations" and the consolidated
financial statements and related notes included in Item 8.
<TABLE>
<CAPTION>
                                               January 1, 2004     January 1,       January 1,     January 22,
                                                      to             2003 to         2002 to         2001 to
                                                 December 31,     December 31,     December 31,    December 31,
                                                     2004             2003             2002            2001
                                               ----------------- ---------------- --------------- ---------------
<S>                                                 <C>             <C>             <C>             <C>
Net Assets in liquidation, beginning                $31,665,813     $194,833,341    $128,980,963    $171,414,559

Interest on notes receivable                            402,883        3,324,670       6,230,184       7,409,609
Interest on notes payable                                     -        (120,579)       (564,192)     (1,057,361)
Changes in fair value of other trust assets
and liabilities                                       6,377,238      (2,023,541)      92,189,547     (1,705,848)
Changes in fair value of estimated costs to
complete liquidation                                (2,814,528)      (1,032,616)         675,351               -
Distributions to holders of Class 3A and 3B
beneficial interests                               (16,081,696)    (163,315,462)    (32,678,512)    (47,079,996)
                                                    -----------      -----------    ------------    ------------

Net assets in liquidation, ending                   $19,549,710      $31,665,813    $194,833,341    $128,980,963
                                                    ===========      ===========    ============    ============
</TABLE>

Item 7. Management's  Discussion and Analysis of Financial Condition and Results
        of Operation.

Certain statements under the headings  "Management's  Discussion and Analysis of
Financial Condition and Results of Operation," "Business," and elsewhere in this
report constitute  "forward-looking  statements" within the meaning of the rules
and regulations promulgated by the Securities and Exchange Commission.

This report contains a number of forward-looking  statements,  which reflect the
Trust's  current views with respect to future events and financial  performance.
Such   forward-looking   statements  are  based  on  management's   beliefs  and
assumptions  regarding  information  that is currently  available,  and are made
pursuant to the "safe harbor"  provisions of the federal  securities laws. These
forward-looking  statements are subject to certain risks and uncertainties.  The
Trust's  actual  performance  and results  could  differ  materially  from those
expressed in the forward-looking  statements due to risks and uncertainties that
could materially impact the Trust in an adverse fashion and are only predictions
of future results, and there can be no assurance that the Trust's actual results
will not  materially  differ  from those  anticipated  in these  forward-looking
statements.  In this report,  the words  "anticipates",  "believes",  "expects",
"intends",   "plans",   "may",   "future",   and  similar  expressions  identify
forward-looking statements. Readers are cautioned not to place undue reliance on
the forward-looking statements contained herein, which speak only as of the date
hereof.  The Trust has no  obligation  to  publicly  update or revise any of the
forward-looking  statements to reflect  events or  circumstances  that may arise
after the date hereof.

                FOR THE YEAR ENDED DECEMBER 31, 2004 COMPARED TO

                        THE YEAR ENDED DECEMBER 31, 2003

The  estimated  fair value of the  Trust's net assets in  liquidation  decreased
approximately  $12.1 million for the year ended December 31, 2004 as compared to
an  approximately  $163.2 million decrease for the year ended December 31, 2003.
Factors  which  contributed  to the net  decrease  of the net asset value of the

                                     - 4 -
<PAGE>

Trust's net assets for the year ended  December  31, 2004  include (i)  interest
income  from notes  receivables  which  increased  net  assets by  approximately
$403,000,  (ii) an increase in the value of certain  other  trust  assets  which
increased  net  assets by  approximately  $6.4  million,  (iii) an  increase  in
estimated costs to liquidate which  decreased net assets by  approximately  $2.8
million  and  (iv)  distributions  to  holders  of  Class  3A and 3B  beneficial
interests which  decreased net assets by  approximately  $16.1 million.  Factors
which  contributed to the net decrease of the net asset value of the Trust's net
assets for the year ended  December 31, 2003  include (i)  interest  income from
notes receivables which increased net assets by approximately $3.3 million, (ii)
interest  expense for notes payable which decreased net assets by  approximately
$121,000,  (iii) a decrease in value of certain  other trust assets offset by an
increase in litigation proceeds and related settlement liability which increased
net assets by approximately $2.0 million, (iv) an increase in estimated costs to
liquidate  which  increased  net assets by  approximately  $1.0  million and (v)
distributions to holders of Class 3A and 3B beneficial interests which decreased
net assets by approximately $163.3 million.

Interest  income  from notes  receivable  decreased  in 2004 as compared to 2003
because of principal payments received and notes sold. Interest expense on notes
payable decreased from 2004 as compared 2003 because of principal  payments made
by the Trust during 2003 which paid off all note  payables.  The changes in fair
value of other trust assets in 2004 as compared to 2003  changed  because of the
changes in the fair market value of assets and certain related liabilities.  The
changes in the estimated  costs to complete  liquidation in 2004 were the result
of a revised budget for the term of the Trust.

In 2004, the Trust distributed  approximately  $16.1 million to holders of Class
3A or 3B beneficial  interests.  This  distribution  was made  principally  from
collections on Trust Assets. The Class 3A and 3B beneficial interest were valued
at approximately $19.5 million at December 31, 2004.


In 2003, the Trust distributed  approximately $163.3 million to holders of Class
3A or 3B beneficial  interests.  This  distribution  was made  principally  from
collections  on  Trust  Assets  and the  distribution  of the  Trust's  share of
litigation  proceeds.  The Trust distributed an additional  approximately  $93.5
million of litigation proceeds during 2003 (which represented the class action's
share of such  litigation  proceeds)  to  holders  of Class 3A or 3B  beneficial
interests.  The Class 3A and 3B beneficial interest were valued at approximately
$31.7 million at December 31, 2003.

                FOR THE YEAR ENDED DECEMBER 31, 2003 COMPARED TO

                        THE YEAR ENDED DECEMBER 31, 2002


The  estimated  fair value of the  Trust's net assets in  liquidation  decreased
approximately $163.2 million for the year ended December 31, 2003 as compared to
an  approximately  $65.9 million  increase for the year ended December 31, 2002.
Factors  which  contributed  to the net  decrease  of the net asset value of the
Trust's net assets for the year ended  December  31, 2003  include (i)  interest
income from notes receivables  which increased net assets by approximately  $3.3
million,  (ii) interest  expense for notes payable which decreased net assets by
approximately  $121,000,  (iii) a decrease  in the value of certain  other trust
assets which decreased net assets by approximately  $2.0 million,  (iv) increase
in estimated costs to liquidate which decreased net assets by approximately $1.0
million and (v) distributions to holders of Class 3A and 3B beneficial interests
which  decreased  net assets by  approximately  $163.3  million.  Factors  which
contributed to the net increase of the net asset value of the Trust's net assets
for the year ended  December  31, 2002  include (i)  interest  income from notes
receivables  which  increased net assets by  approximately  $6.2  million,  (ii)
interest  expense for notes payable which decreased net assets by  approximately
$564,000,  (iii)  appreciation in value of certain other trust assets  including
litigation proceeds and related settlement  liability which increased net assets
by approximately $92.2 million,  (iv) a decrease in estimated costs to liquidate
which increased net assets by  approximately  $675,000 and (v)  distributions to
holders of Class 3A and 3B beneficial  interests  which  decreased net assets by
approximately $32.7 million.

Interest  income  from notes  receivable  decreased  in 2003 as compared to 2002
because of  principal  payments  received.  Interest  expense  on notes  payable


                                     - 5 -
<PAGE>

decreased  from 2003 as compared 2002 because of principal  payments made by the
Trust  during  2003.  The changes in fair value of other trust assets in 2003 as
compared to 2002  changed  because of the  changes in the fair  market  value of
assets and certain related liabilities.  The primary change in the fair value of
other trust  assets in 2002 was  related to the  settlement  liability  account,
which was reduced in 2002 because of the approval by the courts of an allocation
agreement whereby the Trust recognized only 50% of the litigation  proceeds,  as
compared to prior  periods where the  settlement  liability was recorded at 100%
due to the substantial uncertainty as to the approval of the allocation process.
The  changes in the  estimated  costs to complete  liquidation  in 2003 were the
result of a revised budget for the final years of the Trust.

In 2003, the Trust distributed  approximately $163.3 million to holders of Class
3A or 3B beneficial  interests.  This  distribution  was made  principally  from
collections  on  Trust  Assets  and the  distribution  of the  Trust's  share of
litigation  proceeds.  The Trust distributed an additional  approximately  $93.5
million of litigation proceeds during 2003 (which represented the class action's
share of such  litigation  proceeds)  to  holders  of Class 3A or 3B  beneficial
interests.  The Class 3A and 3B beneficial interest were valued at approximately
$31.7 million at December 31, 2003.


In 2002, the Trust distributed  approximately  $32.7 million to holders of Class
3A or 3B beneficial  interests.  This  distribution  was made  principally  from
collections  on  Trust  Assets  and the  distribution  of the  Trust's  share of
litigation  proceeds.  The Trust distributed an additional  approximately $12.25
million of litigation proceeds during 2002 (which represented the class action's
share of such  litigation  proceeds)  to  holders  of Class 3A or 3B  beneficial
interests.  The Class 3A and 3B beneficial interest were valued at approximately
$194.8 million at December 31, 2002.


                                     - 6 -
<PAGE>


<TABLE>
Non-cash  trust assets at December 31, 2004 and December 31, 2003 were comprised
of the following:
<CAPTION>
        NON-CASH ASSETS IN LIQUIDATION AT ESTIMATED FAIR VALUE           December 31,          December 31,
                                                                            2004                  2003
                                                                       ----------------     -----------------
<S>                                                                      <C>                  <C>
Receivables, net                                                         $ 1,586,280          $ 4,190,921
Other trust assets, net                                                   18,615,802           27,746,115
Fair value of expected cash flows from settlements                                 -              420,750
                                                                         ------------         ------------
TOTAL ASSETS                                                             $20,202,082          $32,357,786
                                                                         ============         ============
</TABLE>

The fair  value of the  Trust  Assets  is  reassessed  at  least  quarterly  and
adjustments  to estimated  fair values are reflected in the period in which they
become known. For each asset, estimates of income, expenses and net cash flow on
a quarterly basis through the expected final disposition date are prepared.  The
individual  asset cash flow  estimates are developed  based upon factors,  which
include appraisals by independent  appraisers,  physical inspection of the asset
or the  collateral  underlying  the  related  loans,  local  market  conditions,
contractual payments and discussions with the relevant borrower. At December 31,
2004 and December 31, 2003, the projected  monthly cash flows were discounted at
various  rates,  as  appropriate,  to reflect the Trust Assets at estimated fair
market value.

The  Trust's  consolidated  financial  statements,  which have been  prepared in
accordance with accounting principles generally accepted in the United States of
America and in  accordance  with the  liquidating  basis of  accounting.  During
preparation of these consolidated financial statements, the Trust is required to
make  estimates and  assumptions  that affect the reported  amounts of assets at
estimated fair value,  liquidation  liabilities,  resolution of disputed claims,
estimates  of  liquidating  costs to be  incurred,  resolution  of  current  and
potential  litigation and the fair value of and related disclosure of contingent
assets and liabilities. On an on-going basis the Trust evaluates and updates its
estimates and  assumptions.  The Trust bases its estimates  and  assumptions  on
historical  experience and on various other  assumptions that the Trust believes
are  reasonable  under the  circumstances.  The results for the basis for making
judgments  about the fair values of assets and  liquidation  liabilities are not
readily  apparent  from other  sources.  Actual  results  may differ  from these
estimates under different assumptions or conditions.

         The Trust believes the following  critical  accounting  policies affect
the Trust's more  significant  estimates and assumptions used in the preparation
of our consolidated financial statements, which have been prepared in accordance
with the liquidation basis of accounting:

     o   Receivables are recorded at fair value, which represents our discounted
         expected future cash flows calculated  based on the following  factors:
         receivable  payment  history,  financial  performance  of  debtor,  and
         underlying collateral of the Trust.

                                     - 7 -
<PAGE>

     o   Other  assets  consist  of  real  estate  partnerships,   interests  in
         operating  companies  and other  assets and are recorded at fair value,
         which  represents  discounted  expected  future  cash  flows,  based on
         estimates  and  assumptions   regarding  timing  of  sales,  timing  of
         payments, projected cash flows and appropriate discount factors.

     o   Payables,  accrued  liabilities and notes payable are recorded based on
         expected cash outflows which require estimates and assumptions relating
         to the timing of the payments and discount factors.

     o   Estimated costs to complete  liquidation  and litigation  represent the
         estimated costs of operating the Trust to its  termination,  discounted
         using a 5.25%  present  value  factor at December  31, 2004 and a 4.00%
         present value factor at December 31, 2003.

         o    The costs include personnel,  facilities,  Liquidating Trustee and
              Liquidating  Trust  Board  compensation,   professional  fees  and
              litigation costs, and are estimated based on assumptions regarding
              the number of employees, use of outside professionals,  and timing
              of cash flows.

     o   Contingent Assets,  Litigation  Settlements and related liabilities are
         recorded at the  Trust's  estimated  future cash flows which  require a
         significant    amount   of   estimates   and   assumptions    regarding
         collectibility,  probable  outcomes,  timing of cash flows and  various
         other factors.

During December 2004, the FASB issued a revision of SFAS No. 123, Accounting for
Stock-Based  Compensation.   This  statement  superseded  APB  Opinion  No.  25,
Accounting  for  Stock  Issued  to  Employees,  and its  related  implementation
guidance.  SFAS 123R  required  companies  to expense the fair value of employee
stock options and is effective for the first fiscal quarter beginning after June
15, 2005.  The adoption of SFAS No 123(R) will not have an impact on the Trust's
consolidated financial statements or disclosures.

In November 2004, the FASB issued Statement of Financial  Accounting  Standard (
SFAS ) No. 151, Inventory Costs-An Amendment of ARB No. 43, Chapter 4, Inventory
Pricing to clarify the accounting for abnormal amounts of idle facility expense,
freight,  handling costs,  and wasted material or spoilage that may be incurred.
Among other things,  SFAS 151 requires that these items be recognized as charges
to expense in the periods incurred and clarifies that fixed production  overhead
costs be allocated to inventory based on normal production capacity. Unallocated
overhead costs  associated  with  abnormally  low or high  production in a given
period  should be charged to expense in that  period.  SFAS 151 is  effective on
January 1, 2006 and  adoption of this  statement  will not have an impact on the
Trust's consolidated financial statements or disclosures.

In October 2004,  the FASB ratified the EITF s consensus on Issue No. 04-8,  The
Effect of  Contingently  Convertible  Debt on Diluted  Earnings per Share.  This
consensus  requires that  contingently  convertible debt  instruments,  commonly
referred to as Co-Cos,  be included in diluted earnings per share  computations,
if dilutive,  regardless  of whether the  contingent  feature has been met. This
issue is effective for periods  ending after  December 15, 2004. The adoption of
this  interpretation  will  not  have  an  impact  on the  Trust's  consolidated
financial statements or disclosures.

On  September  30,  2004,  the  Emerging  Issues Task Force ( EITF ) of the FASB
issued a final FASB Staff  Position,  FSP EITF Issue  03-1-1,  which delayed the
effective date for the  measurement and  recognition  guidance  included in EITF
Issue 03-1 which  prescribed  the criteria that should be used to determine when
an investments  is considered  impaired,  whether that  impairment is other than
temporary,  and the  measurement  of an  impairment  loss.  The adoption of this
interpretation  will not have an impact on the  Trust's  consolidated  financial
statements or disclosures.

On March 9, 2004 the SEC issued SEC Staff Accounting  Bulletin No. 105 (SAB 105)
which  summarized  the  views of the SEC  staff  regarding  the  application  of

                                     - 8 -
<PAGE>

generally accepted  accounting  principles to loan commitments  accounted for as
derivative instruments.  Specifically,  SAB 105 indicated that the fair value of
loan  commitments that are required to follow  derivative  accounting under SFAS
No. 133,  should not  consider  the  expected  future cash flows  related to the
associated  servicing  of the future  loan.  Prior to SAB 105, the Trust did not
consider the expected  future cash flows related to the associated  servicing in
determining the fair value of loan commitments. The adoption of SAB 105 will not
have an impact on the Trust's consolidated financial statements or disclosures.

In December 2003, the American  Institute of Certified Public Accountants issued
Statement of Position  03-3, ( SOP 03-3 ) Accounting  for Certain  Loans of Debt
Securities Acquired in a Transfer.  SOP 03-3 requires acquired loans,  including
debt  securities,  to be  recorded  at the  amount  of the  purchaser  s initial
investment and prohibits carrying over valuation  allowances from the seller for
those individually-evaluated loans that have evidence of deterioration in credit
quality since origination,  and it is probable all contractual cash flows on the
loan will be unable to be  collected.  SOP 03-3 also  requires the excess of all
undiscounted  cash  flows  expected  to be  collected  at  acquisition  over the
purchaser  s  initial  investment  to be  recognized  as  interest  income  on a
level-yield basis over the life of the loan. The guidance is effective for loans
acquired in fiscal years  beginning after December 15, 2004 and will not have an
impact on consolidated financial statements or disclosures.

In  December  2003,  President  Bush  signed  the  Medicare  Prescription  Drug,
Improvement  and  Modernization  Act  of  2003  (  Modernization  Act  ),  which
introduces a prescription drug benefit under Medicare into law. On May 19, 2004,
FASB  issued  FASB Staff  Position  FAS No.  106-2,  Accounting  and  Disclosure
Requirements  Related  to  the  Medicare  Prescription  Drug,   Improvement  and
Modernization  Act of 2003 ( FSP FAS No.  106-2  ) which  provides  guidance  on
accounting for the effects of the new Medicare  prescription drug legislation by
employers whose  prescription  drug benefits are  actuarially  equivalent to the
drug  benefit  under  Medicare  Part D.  This Act will not have an impact on the
Trust's consolidated financial statements or disclosures.

As of December 31, 2004, the aggregate  amounts of our  contractual  obligations
and commitments with definitive  payment terms that will require cash outlays in
the future is $17,935 for the next 1 year.

                                     - 9 -
<PAGE>

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

The Trusts principal exposure to risk relates to interest rate risk, credit risk
and market  risk  associated  with the types of assets  being  sold.  An adverse
change in interest rates would not have a material adverse impact on the Trust's
operations or net assets.  Adverse changes in credit or market risk could have a
material adverse affect on the Trust's  operations and net assets. The Trust has
attempted  to minimize  this risk by  discounting  the Trust Assets based on the
asset's  exposure to credit or market  risk and  historical  experiences  of the
asset.



                  [Remainder of Page Intentionally Left Blank]


                                     - 10 -
<PAGE>

Item 8. Financial Statements and Supplementary Data.

             Report of Independent Registered Public Accounting Firm

To the  Liquidating  Trustee,  Board of Directors And holders of the  beneficial
interests of the BFA Liquidation Trust:


We have  audited  the  accompanying  consolidated  statements  of net  assets in
liquidation of BFA  Liquidation  Trust and its  subsidiaries  as of December 31,
2004 and 2003, and the related consolidated  statements of changes in net assets
in  liquidation  for each of the three years in the period  ended  December  31,
2004.  These  financial   statements  are  the  responsibility  of  the  Trust's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

As described in Note 1, these  financial  statements  have been  prepared on the
liquidation basis of accounting.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in  all  material  respects,  the  net  assets  in  liquidation  of BFA
Liquidation  Trust and its  subsidiaries  at December  31, 2004 and December 31,
2003, and the statements of changes in net assets in liquidation for each of the
three years in the period ended December 31, 2004 in conformity  with accounting
principles  generally  accepted in the United  States of America  applied on the
basis described in the preceding paragraph.

As described in Note 1, these  financial  statements  have been  prepared on the
liquidation basis of accounting,  which requires  management to make significant
assumptions and estimates  regarding the fair value of assets, the resolution of
disputed  claims,  the estimate of  liquidating  costs to be  incurred,  and the
resolution  and  valuation of current and potential  litigation.  Because of the
inherent  uncertainty  related to these  estimates and  assumptions,  there will
likely be differences  between these  estimates and the actual results and those
differences may be material.



PricewaterhouseCoopers LLP
Phoenix, Arizona
March 29, 2005



                                     - 11 -
<PAGE>
<TABLE>
                             BFA LIQUIDATION TRUST AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF NET ASSETS IN LIQUIDATION

<CAPTION>
                                                                    December 31, 2004      December 31, 2003
                                                                    -----------------      -----------------
<S>                                                                    <C>                     <C>
          ASSETS IN LIQUIDATION AT ESTIMATED FAIR VALUE
Cash and cash equivalents (note 2)                                     $ 3,754,649             $ 4,032,941
Receivables, net (note 3)                                                1,586,280               4,190,921
Other trust assets, net (note 4)                                        18,615,802              27,746,115
Restricted cash and cash equivalents (note 5)                              360,200                 630,884
Fair value of expected cash flows from settlements (note 6)                   --                   723,937
                                                                       -----------             -----------

      TOTAL ASSETS                                                      24,316,931              37,324,798
                                                                       -----------             -----------

                   LIABILITIES IN LIQUIDATION
Accounts Payable and accrued liabilities (note 7)                          527,866               1,037,939
Notes payable (note 8)                                                        --                      --
Estimated costs to complete liquidation (note 9)                         3,889,611               4,271,302
Settlement liability (note 10)                                             349,744                 349,744
                                                                       -----------             -----------

      TOTAL LIABILITIES                                                  4,767,221               5,658,985
                                                                       -----------             -----------

Commitments and contingencies (note 13)

      NET ASSETS IN LIQUIDATION                                        $19,549,710             $31,665,813
                                                                       ===========             ===========

CLAIMS AGAINST NET ASSETS IN LIQUIDATION CONSIST OF THE
FOLLOWING:
 Class "3A" Certificate,
       448,610,056 units  outstanding,  $.03 per unit at December
       31, 2004 and $.06 per unit at December 31, 2003                  14,969,867             $26,949,857
 Class "3B" Certificate,
       137,246,636 units  outstanding,  $.03 per unit at December
       31, 2004 and $.03 per unit at December 31, 2003                   4,579,843               4,715,956
                                                                       -----------             -----------

      TOTAL NET ASSETS                                                 $19,549,710             $31,665,813
                                                                       ===========             ===========

<FN>
The accompanying notes are an integral part of these Consolidated Financial Statements.
</FN>
</TABLE>


                                     - 12 -
<PAGE>
<TABLE>

                                             BFA LIQUIDATION TRUST AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS IN LIQUIDATION
<CAPTION>
                                                                              January 1,           January 1,            January 1,
                                                                               2004 to              2003 to               2002 to
                                                                             December 31,         December 31,         December 31,
                                                                                 2004                 2003                 2002
                                                                            -------------        -------------        -------------
<S>                                                                         <C>                  <C>                  <C>
Net Assets in liquidation, beginning                                        $  31,665,813        $ 194,833,341        $ 128,980,963

Interest on notes receivable                                                      402,883            3,324,670            6,230,184
Interest on notes payable                                                            --               (120,579)            (564,192)
Changes in fair value of other trust assets and
liabilities                                                                     6,377,238           (2,023,541)          92,189,547
Changes in fair value of estimated costs to complete
liquidation                                                                    (2,814,528)          (1,032,616)             675,351
Distributions to holders of Class 3A and 3B beneficial
interests                                                                     (16,081,696)        (163,315,462)         (32,678,512)
                                                                            -------------        -------------        -------------

Net assets in liquidation, ending                                           $  19,549,710        $  31,665,813        $ 194,833,341
                                                                            =============        =============        =============

<FN>
The accompanying notes are an integral part of these Consolidated Financial Statements.
</FN>
</TABLE>

                                     - 13 -
<PAGE>
                     BFA LIQUIDATION TRUST AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

The BFA  Liquidation  Trust  (the  "TRUST")  was formed  pursuant  to the "First
Amended Joint Liquidating Plan of Reorganization of the Debtors Under Chapter 11
of the Bankruptcy  Code" proposed by the Baptist  Foundation of Arizona  ("BFA")
and related subsidiaries and affiliates (the "DEBTORS"), Official Collateralized
Investors'  Committee  and Official  Joint  Committee  of  Unsecured  Creditors,
relating to Case No.  99-13275 ECF GBN (the "PLAN"),  which was confirmed by the
Bankruptcy Court for the District of Arizona  ("BANKRUPTCY  COURT"), by an order
entered  on  December  22,  2000  and  became  effective  on  January  22,  2001
("EFFECTIVE DATE").

The primary purpose of the Trust is to (i) oversee and direct the liquidation of
the assets that were  transferred  to the Trust pursuant to the Plan (the "TRUST
ASSETS") for the benefit of the Trust's beneficiaries; (ii) prosecute all claims
and causes of action  that the Trust may have  against any person or entity (the
"LITIGATION  CLAIMS")  for the benefit of the Trust's  beneficiaries;  and (iii)
distribute any proceeds of the Litigation  Claims and the Trust Assets  received
by the Trust to the Trust's beneficiaries.

The Trust is not operated  with the  objective of  continuing or engaging in the
conduct of a trade or  business,  except to the extent  reasonably  necessary to
preserve or enhance the liquidation  value of the Trust Assets,  consistent with
the primary  purpose of the Trust. To facilitate the orderly  administration  of
the Trust and to  maximize  the value of the Trust  Assets,  the Trust  owns one
subsidiary,  New Asset Subsidiary,  LLC ("NAS"). The assets will be grouped in a
consistent and coherent manner and held, pending sale, by NAS. The Trust and NAS
are charged with the  responsibility of appraising the assets,  listing them for
sale in an orderly manner,  and  distributing  the proceeds from the sale to its
beneficiaries  on a regular basis. The Trust is expected to terminate after five
(5) years on January 22, 2006 unless the  Bankruptcy  Court  determines  that an
extension  of the Trust is necessary  for the  purposes of the Trust.  The Trust
intends to ask the Bankruptcy Court for a one (1) year extension.

The Plan provides for the appointment of a liquidating trustee (the "LIQUIDATING
TRUSTEE") and a liquidating trust board  ("LIQUIDATION  TRUST BOARD") to oversee
the  liquidation  of the Trust  Assets and to ensure  that such  liquidation  is
conducted in a cost-effective manner and in a reasonable time. In addition,  the
Liquidating Trustee and Liquidating Trust Board are directing the prosecution of
the Litigation Claims in an attempt to maximize the Trust's recoveries from such
claims.  The  Liquidating  Trustee  and the  Liquidating  Trust Board are making
ongoing efforts to dispose of the Trust Assets, to make timely distributions and
to minimize the duration of the Trust.

The Trust has a  wholly-owned  subsidiary to assist in  liquidating  the assets,
NAS, an Arizona limited liability company. NAS was formed on the Effective Date,
and the Trust is the sole  member of that  company.  The Trust is able to direct
NAS to take any actions that the Liquidating  Trustee believes will maximize the
value of the assets held by NAS. The Trust transferred  substantially all of its
assets to NAS,  which NAS is currently  marketing for sale. NAS is not permitted
to sell any assets or take any other  action  unless so  directed  by the Trust.
Collectively, the Trust and NAS are referred to as the "Trust".

BASIS OF PRESENTATION

The accompanying  consolidated  financial statements as of December 31, 2004 and
December  31,  2003 and for the years ended  December  31,  2004,  2003 and 2002
include the accounts of the Trust and NAS.  All  intercompany  transactions  and
accounts are  eliminated in  consolidation.  The Trust's  investments in certain
wholly-owned  entities  are  included  in these  financial  statements  at their
estimated  fair value since the Trust  expects to liquidate the  investments  by
selling the entire individual businesses as going concerns.

                                     - 14 -
<PAGE>

These audited consolidated  financial statements have been prepared based on the
liquidation  basis of accounting,  accordingly  assets and liabilities have been
recorded at estimated fair values.  In accordance with the liquidation  basis of
accounting,  the financial statements reflect the estimated costs of liquidating
the assets and distributing the proceeds to holders of beneficial interests.

The Trust's  management has made certain  estimates and assumptions  relating to
the reporting of assets and liabilities and the disclosure of contingent  assets
and liabilities to prepare these consolidated financial statements in conformity
with accounting  principles  generally accepted in the United States of America.
Under the  liquidation  basis of accounting,  assets and  liabilities  have been
recorded  at  their  estimated  fair  values.   Given  that  there  is  inherent
uncertainty in the valuation  process,  the amounts actually realized or settled
could  be  materially   different  from  those  reflected  in  the  accompanying
consolidated financial statements.


CASH EQUIVALENTS AND RESTRICTED CASH AND CASH EQUIVALENTS

The Trust considers all highly liquid  investments  with original  maturities of
three months or less to be cash  equivalents.  The Trust  maintains  balances in
various  operating  and money  market  accounts in excess of  federally  insured
limits.  At December  31, 2004 and December  31,  2003,  substantially  all cash
balances were in excess of federally  insured  limits.  In  accordance  with the
terms of the  Liquidating  Trust  Agreement,  all cash  balances are invested in
"Eligible  Institutions" and into "Eligible Investments" as defined by the Trust
agreement.  Restricted cash and cash equivalents represent reserves for disputed
claims as required under the Plan.

TRUST ASSETS

The assets of the Trust are carried at estimated  fair market values  determined
by discounting, at appropriate risk adjusted discount rates, the Trust's current
best  estimate  of cash  flows  expected  to be  realized  from the  collection,
liquidation  and  disposition  of assets held by the Trust.  Such assets consist
principally of notes  receivable,  income producing real estate and interests in
real estate, interests in partnerships and operating companies and miscellaneous
other assets,  receivables and assets from litigation  and/or  settlements.  The
estimates  of the  future  cash  flows and  discount  rates from which the asset
values of the Trust were  derived are updated  quarterly  and are made under the
direction of the  management of the Trust based upon  information  available and
believed to be reliable. These estimates reflect significant judgments regarding
assumptions,  discount  rates,  timing of cash flows,  market risk and allowable
disputed claims.  Because of the inherent uncertainty regarding the valuation of
these assets there will likely be  differences  between  actual  results and the
estimated  fair values  reflected  in the  accompanying  consolidated  financial
statements and the differences may be material.

In addition to the assets  described  above, the Trust also holds the Litigation
Claims, which consist of claims against the former directors and officers of BFA
and judgments and deficiencies  related to loans made to former borrowers of the
Debtors. Because of the significant uncertainties associated with estimating the
probability  and timing of cash flows related to these  claims,  there can be no
assurance  that the Trust  will  realize  any value of such  Litigation  Claims.
However, if realized these Litigation Claims could be material to the Trust.

The fair value of Trust Assets is reassessed at least  quarterly and adjustments
to estimated fair values are reflected in the period in which they become known.
For each asset,  estimates of income,  expenses and net cash flow on a quarterly
basis through the expected final  disposition date are prepared.  The individual
asset cash flow  estimates  are  developed  based  upon  factors  which  include
appraisals by independent  appraisers,  physical  inspection of the asset or the
collateral  underlying the related loans, local market  conditions,  contractual
payments and discussions with the relevant borrower.


                                     - 15 -
<PAGE>

CONTINGENT LIABILITIES

Management does not believe that there will be any future material cash outflows
as a result of any claims against the Trust, thus no amount is included in these
accompanying consolidated financial statements (Note 13).

OTHER LIQUIDATION LIABILITIES

Accounts  payable and  accrued  liabilities  are  reflected  at their  estimated
settlement  amounts  which in the  opinion of the Trust  approximate  their fair
value.

Notes payable are reported in the accompanying consolidated financial statements
at their stated amounts.  The Trust has no notes payable at December 31, 2004 or
2003.

ESTIMATED COSTS TO COMPLETE LIQUIDATION AND LITIGATION

The estimated costs to complete  liquidation  represent the estimated cash costs
of operating the Trust through its termination, discounted using a present value
factor of 5.25% at  December  31,  2004 and 4.00% at December  31,  2003.  These
costs, which include personnel, facilities,  Liquidating Trustee and Liquidating
Trust Board compensation,  professional fees, litigation costs and other related
costs,  are  estimated  based on  various  assumptions  regarding  the number of
employees,   the  use  of  outside   professionals   (including   attorneys  and
accountants) and other costs. Litigation costs contain assumptions based on what
management expects the likely course of actions will be regarding litigating and
or settling certain  contingencies  (Note 6 and 9). Given that there is inherent
uncertainty  in the  estimation  process,  actual  results  could be  materially
different.  The Trust  intends  to ask the  Bankruptcy  Court for a one (1) year
extension.

INCOME TAXES

For federal  income tax  purposes,  the  distribution/transfer  of the  Debtor's
assets to the Trust on the Effective Date is treated as a distribution  of these
assets  directly to the  Beneficiaries.  Each  Beneficiary is deemed as owning a
proportionate share of the Trust Assets and has a tax basis in such assets equal
to such holder's  share of the fair market value of such assets at the Effective
Date.  For tax  purposes,  any item of  income  or loss is  allocated  among the
holders.  Therefore,  no  provision  has  been  made  for  income  taxes  in the
accompanying consolidated financial statements.

USE OF ESTIMATES

Management of the Trust has made certain  estimates and assumptions  relating to
the reporting of assets and liabilities and the disclosure of contingent  assets
and liabilities to prepare these consolidated financial statements in conformity
with accounting  principles  generally accepted in the United States of America.
Under the  liquidation  basis of accounting,  assets and  liabilities  have been
recorded  at  their  estimated  fair  values.   Given  that  there  is  inherent
uncertainty in the valuation  process,  the amounts actually realized or settled
could  be  materially   different  from  those  reflected  in  the  accompanying
consolidated financial statements.

NEW ACCOUNTING PRONOUNCEMENTS

During December 2004, the FASB issued a revision of SFAS No. 123, Accounting for
Stock-Based  Compensation.   This  statement  superseded  APB  Opinion  No.  25,
Accounting  for  Stock  Issued  to  Employees,  and its  related  implementation
guidance.  SFAS 123R  required  companies  to expense the fair value of employee
stock options and is effective for the first fiscal quarter beginning after June
15, 2005.  The adoption of SFAS No 123(R) will not have an impact on the Trust's
consolidated financial statements or disclosures.

                                     - 16 -
<PAGE>
In November 2004, the FASB issued Statement of Financial  Accounting  Standard (
SFAS ) No. 151, Inventory Costs-An Amendment of ARB No. 43, Chapter 4, Inventory
Pricing to clarify the accounting for abnormal amounts of idle facility expense,
freight,  handling costs,  and wasted material or spoilage that may be incurred.
Among other things,  SFAS 151 requires that these items be recognized as charges
to expense in the periods incurred and clarifies that fixed production  overhead
costs be allocated to inventory based on normal production capacity. Unallocated
overhead costs  associated  with  abnormally  low or high  production in a given
period  should be charged to expense in that  period.  SFAS 151 is  effective on
January 1, 2006 and  adoption of this  statement  will not have an impact on the
Trust's consolidated financial statements or disclosures.

In October 2004,  the FASB ratified the EITF s consensus on Issue No. 04-8,  The
Effect of  Contingently  Convertible  Debt on Diluted  Earnings per Share.  This
consensus  requires that  contingently  convertible debt  instruments,  commonly
referred to as Co-Cos,  be included in diluted earnings per share  computations,
if dilutive,  regardless  of whether the  contingent  feature has been met. This
issue is effective for periods  ending after  December 15, 2004. The adoption of
this  interpretation  will  not  have  an  impact  on the  Trust's  consolidated
financial statements or disclosures.

On  September  30,  2004,  the  Emerging  Issues Task Force ( EITF ) of the FASB
issued a final FASB Staff  Position,  FSP EITF Issue  03-1-1,  which delayed the
effective date for the  measurement and  recognition  guidance  included in EITF
Issue 03-1 which  prescribed  the criteria that should be used to determine when
an investments  is considered  impaired,  whether that  impairment is other than
temporary,  and the  measurement  of an  impairment  loss.  The adoption of this
interpretation  will not have an impact on the  Trust's  consolidated  financial
statements or disclosures.

On March 9, 2004 the SEC issued SEC Staff Accounting  Bulletin No. 105 ( SAB 105
) which  summarized  the views of the SEC staff  regarding  the  application  of
generally accepted  accounting  principles to loan commitments  accounted for as
derivative instruments.  Specifically,  SAB 105 indicated that the fair value of
loan  commitments that are required to follow  derivative  accounting under SFAS
No. 133,  should not  consider  the  expected  future cash flows  related to the
associated  servicing  of the future  loan.  Prior to SAB 105, the Trust did not
consider the expected  future cash flows related to the associated  servicing in
determining the fair value of loan commitments. The adoption of SAB 105 will not
have an impact on the Trust's consolidated financial statements or disclosures.

In December 2003, the American  Institute of Certified Public Accountants issued
Statement of Position  03-3, ( SOP 03-3 ) Accounting  for Certain  Loans of Debt
Securities Acquired in a Transfer.  SOP 03-3 requires acquired loans,  including
debt  securities,  to be  recorded  at the  amount  of the  purchaser  s initial
investment and prohibits carrying over valuation  allowances from the seller for
those individually-evaluated loans that have evidence of deterioration in credit
quality since origination,  and it is probable all contractual cash flows on the
loan will be unable to be  collected.  SOP 03-3 also  requires the excess of all
undiscounted  cash  flows  expected  to be  collected  at  acquisition  over the
purchaser  s  initial  investment  to be  recognized  as  interest  income  on a
level-yield basis over the life of the loan. The guidance is effective for loans
acquired in fiscal years  beginning after December 15, 2004 and will not have an
impact on consolidated financial statements or disclosures.

In  December  2003,  President  Bush  signed  the  Medicare  Prescription  Drug,
Improvement  and  Modernization  Act  of  2003  (  Modernization  Act  ),  which
introduces a prescription drug benefit under Medicare into law. On May 19, 2004,
FASB  issued  FASB Staff  Position  FAS No.  106-2,  Accounting  and  Disclosure
Requirements  Related  to  the  Medicare  Prescription  Drug,   Improvement  and
Modernization  Act of 2003 ( FSP FAS No.  106-2  ) which  provides  guidance  on
accounting for the effects of the new Medicare  prescription drug legislation by
employers whose  prescription  drug benefits are  actuarially  equivalent to the
drug  benefit  under  Medicare  Part D.  This Act will not have an impact on the
Trust's consolidated financial statements or disclosures.

                                     - 17 -
<PAGE>

2. CASH AND CASH EQUIVALENTS

The Trust maintains  balances in various  operating and money market accounts in
excess of federally insured limits. Cash and cash equivalents were $3,754,649 at
December 31, 2004 and $4,032,941 at December 31, 2003.

3. RECEIVABLES, NET

At December 31, 2004, net receivables  consisted  primarily of an  approximately
$1.4 million note from W.H.H.C. and an approximately  $231,000 note from William
Blair  collateralized  by real estate.  At December 31,  2003,  net  receivables
consisted  primarily  of  an  approximately  $820,000  note  from  W.H.H.C.,  an
approximately  $1.3  million  note from  Clearly  Waikoloa,  approximately  $1.4
million  from  various  note   receivables   related  to  land  contracts,   and
approximately $680,000 of various other mortgage notes receivable and commercial
receivables most of which are  collateralized  by real estate.  During July 2003
the Shea note receivable was paid in full.

The following is a summary of gross cash flows and related valuation  allowances
at:

<TABLE>
<CAPTION>
                                                                     December 31, 2004      December 31, 2003
                                                                     -----------------      -----------------
<S>                                                                     <C>                   <C>
Total gross future cash flows from notes receivable                     $  9,161,445          $ 42,870,365
Collectibility discount                                                   (7,575,165)          (38,391,751)
Present value discount (8-9%)                                                   --                (287,693)
                                                                        ------------          ------------
Net receivables                                                         $  1,586,280          $  4,190,921
                                                                        ============          ============
</TABLE>

Some of the  debtors  are in default  on their  contractual  obligations  to the
Trust.  The Trust has  established  reserves on these  receivables,  however the
Trust is  aggressively  pursuing  collection  of these  debts by  various  means
including,  but not limited to, foreclosure and litigation,  and recoveries from
these actions, if any, could be material.

                                     - 18 -
<PAGE>
4. OTHER TRUST ASSETS, NET

The other trust assets are carried at estimated fair values which are the result
of  discounting,  at appropriate  discount rates,  the currently  estimated cash
flows projected to be realized from the collection, liquidation and disposition.
These valuations include appraisals by independent appraisers of the liquidation
value of some assets.  These values do not  represent  the full future cash flow
values  expected  from  the  sale  or  operations  of  these  assets  due to the
discounting of respective cash flows. Such assets consist  principally of income
producing  real estate and interests in real estate,  interests in  partnerships
and operating companies, and miscellaneous other assets transferred to the Trust
upon the consummation of the Plan.

Other trust assets consist of the following:
<TABLE>
<CAPTION>
                                                                     December 31, 2004    December 31, 2003
                                                                     -----------------    -----------------
<S>                                                                    <C>                  <C>
Real estate assets and partnerships, net                               $ 15,466,014         $ 24,932,982
Investments in other operating companies, net                             4,978,604            5,212,277
Other assets, net                                                           121,527              295,842
                                                                       ------------         ------------
Future value of other trust assets                                       20,566,145           30,441,101
Present value discount (various rates)                                   (1,950,343)          (2,694,986)
                                                                       ------------         ------------
Other trust assets value                                               $ 18,615,802         $ 27,746,115
                                                                       ============         ============
</TABLE>
Real  estate  assets  and  partnership  interests  consist of the  following  at
December 31, 2004

     o   NEWLAND TFC LLC, a series of two distinct  residential  communities  in
         California in which the Trust has invested  along with Newland and with
         CalPERS in the Cal Land  Partnership.  In each of the communities,  the
         Cal Land Partnership is selling lots to builders. The Trust owns 99% of
         Newland TFC, LLC.

     o   VARIOUS OTHER REAL ESTATE ASSETS including partnership  interests,  raw
         land and commercial land and a ground lease.

Investments in other non-public  operating  companies  consist of ownership in a
venture capital company.

Other assets consist principally of prepaid expenses.

Real  estate  assets  and  partnership  interests  consist of the  following  at
December 31, 2003

     o   NEWLAND TFC LLC, a series of two distinct  residential  communities  in
         California in which the Trust has invested  along with Newland and with
         CalPERS in the Cal Land  Partnership.  In each of the communities,  the
         Cal Land Partnership is selling lots to builders. The Trust owns 99% of
         Newland TFC, LLC.

     o   BLOOMINGTON  BUILDINGS,  two  industrial  grade  buildings  located  in
         Bloomington,  Indiana,  which  are part of the  Bloomington  Industrial
         Center.  Building  3 offers  450,000  sq.  ft.,  and  Building 4 offers
         630,000  sq.  ft.  for a total of  approximately  1,080,000  sq. ft. of
         industrial lease space.

     o   VARIOUS OTHER REAL ESTATE ASSETS including approximately 8,000 acres of
         raw land, commercial buildings and commercial land and ground leases.

Investments in other non-public  operating  companies  consist of ownership in a
venture capital company.

Other assets  consist  principally of prepaid  expenses and property,  plant and
equipment.

                                     - 19 -
<PAGE>
5. RESTRICTED CASH AND CASH EQUIVALENTS

Restricted  cash and cash  equivalents  of  $360,200  at  December  31, 2004 and
$630,884 at December 31, 2003  consisted of reserves for possible  distributions
for  disputed  obligations  arising  from proof of claim  issues  not  currently
recorded as liabilities on the Trust balance sheet.

6. FAIR VALUE OF EXPECTED CASH FLOWS FROM SETTLEMENTS

Settlement  proceeds at December 31, 2003 primarily  consist of the net expected
proceeds from the settlement  with Chaparral  Pines LLC. The Chaparral Pines LLC
settlement  consists of $300,000  cash and real estate  valued at  approximately
$420,000 net of selling costs.  Also during 2003 the Trust settled with National
Union Fire Insurance Company of Pittsburgh,  PA ("NATIONAL UNION") in regards to
insurance  claims of the Debtors  against  former  officers and  directors.  The
National Union settlement consists of gross proceeds of $3.75 million less legal
fees and expenses of  approximately  $550,000 for a net amount of  approximately
$3.2 million. Both the Superior Court for the State of Arizona,  Maricopa County
(the "SUPERIOR  COURT") and Bankruptcy  Court approved the settlement on October
17 and 21, 2003,  respectively.  The National Union Settlement  became final and
the net proceeds along with  approximately  $1.7 million in litigation  proceeds
that was  derived  from the sale of assets  received  as part of the  litigation
settlements  with  Jalma  W. and  Carole  Hunsinger  and  their  affiliates  was
distributed on December 19, 2003.

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued  liabilities total $527,866 at December 31 2004 and
$1,037,939 at December 31, 2003,  all of which  relates to accrued  expenses for
the operation of the Trust.

8. NOTES PAYABLE

At December 31, 2004 and 2003 the Trust had no outstanding  notes  payable.  The
final note payable was paid in full during July 2003.

9. ESTIMATED COSTS TO COMPLETE LIQUIDATION AND LITIGATION

The  estimated  costs to complete  liquidation  and  litigation of $3,889,611 at
December 31, 2004 and  $4,271,302  at December 31, 2003  represent the estimated
costs of operating the Trust through its termination, discounted using a present
value factor of 5.25% at December 31, 2004 and 4.00% at December 31, 2003. These
costs, which include personnel, facilities,  Liquidating Trustee and Liquidating
Trust Board compensation,  professional fees and litigation costs, are estimated
based on  various  assumptions  regarding  the number of  employees,  the use of
outside  professionals  (including attorneys and accountants) and other matters.
Litigation costs contain assumptions based on what management expects the likely
course  of  actions  will  be  regarding  litigating  and  or  settling  certain
contingencies.  Given  that  there is  inherent  uncertainty  in the  estimation
process, actual results could be materially different.  The Trust intends to ask
the Bankruptcy Court for a one (1) year extension.

10. SETTLEMENT LIABILITY

The  settlement  liability  at December 31, 2004 and 2003  represents  the class
action's 50% portion of the remaining settlement assets from Jalma W. and Carole
Hunsinger and their  affiliates  and Harold D. and Stephanie B. Friend and their
affiliates.  The settlement  liability relates to assets reported in other trust
assets of approximately  $250,000 and receivables of approximately  $450,000. In
January  2003 the courts  approved an  allocation  process for the January  2003
settlements whereby the Trust and the class action each are allocated 50% of the
settlement proceeds. All of the class action investors are beneficial holders of
the Trust,  however  not all  beneficial  holders of the Trust are class  action
investors.  From all Litigation  Claims, the Trust will distribute its allocated
share  of  the  proceeds  to the  beneficial  holders  on a pro  rata  basis  in
accordance  with the Plan. The class action  proceeds will be distributed to its
investors based on a formula as agreed by its members.  The Trust has recorded a

                                     - 20 -
<PAGE>

settlement  liability for the settlement  proceeds,  net of legal fees, equal to
the amount  allocated to the class action.  The liability  will remain until the
proceeds are distributed to the class action investors by the Trust.

11. CHANGES IN OTHER TRUST ASSETS

During the year ended  December 31, 2004,  the  valuation of certain other trust
assets were adjusted based on current and pending sales offers,  new information
received  by  management  and  actual  operating   results.   These  adjustments
aggregately  total an approximate  $6.4 million  increase in other trust assets.
Included in actual operating  results are sales of  approximately  $15.7 million
for the  sale of the  Bloomington  Indiana  Buildings,  Prescott  Country  Club,
Tamuning  Guam  and  various  Westside  Property  and  other  parcels  and  note
receivables.

During the year ended  December 31, 2003,  the  valuation of certain other trust
assets were adjusted based on current and pending sales offers,  new information
received  by  management  and  actual  operating   results.   These  adjustments
aggregately  total an approximate  $2.0 million  decrease in other trust assets.
Included in actual operating  results are sales of  approximately  $15.5 million
for the sale of the Stillwaters Resort, Chandler Commerce Center, First Mortgage
Building,  Park at Juniper Ridge, property in Casa Grande,  property at Ironwood
and  Southern  and  various  other lots and  parcels  from ASC San  Antonio  and
Westside Property.

During the year ended  December 31, 2002,  the  valuation of certain other trust
assets were adjusted based on current and pending sales offers,  new information
received  by  management  and  actual  operating   results.   These  adjustments
aggregately  total an approximate  $92.2 million  increase in other trust assets
which  primarily  related to the  settlements  with AA (see note 6). Included in
actual operating results are sales of approximately $9.8 million for the sale of
various lots and parcels from Coyote  Lakes,  Rancho  Vistoso,  Show Low Country
Club and Westside Property,  Bloomington Indiana vacant land, Coyote Lakes Joint
Venture property,  Bonds Alarms stock and the sale of the Document  Technologies
assets.

12. DISTRIBUTIONS

Under  the  terms of the  Plan,  the  Trust  makes  quarterly  distributions  to
Beneficiaries after providing for certain reserves and expenses.

DISTRIBUTIONS TO TRUST BENEFICIARIES. Each holder of Class 3A or Class 3B claims
("INVESTORS")  received  an  uncertificated,  beneficial  interest in the Trust,
which entitles the Investor to receive cash  distributions  from the Trust based
upon the orderly  liquidation of all of the Trust assets and the recoveries,  if
any,  from  litigation  against  potentially   responsible  third  parties.  All
Investors  will share,  on a pro rata basis,  the first  $80,000,000 in proceeds
from the liquidation of the Trust assets after payment to other creditors with a
greater payment priority.  All proceeds from the liquidation of the Trust assets
in excess of $80,000,000 up to and including  $160,000,000,  will be distributed
on a pro rata basis  between 3B  investors  and 3A  investors;  however,  the 3A
investors will receive a  collateralized  investor  premium of $13,200,000.  All
proceeds from the liquidation of the Trust assets in excess of $160,000,000 will
be  distributed  on a pro rata basis  between  3A  investors  and 3B  investors.
Recoveries,  if any, from the litigation against potentially responsible parties
will be distributed to all Investors on a pro rata basis. The Class 3A and Class
3B net asset value on the balance sheet has been  calculated  based on the above
distribution  requirements.   Cash  distributions  to  Class  3A  and  Class  3B
beneficial interests amounted to approximately $16.1 million, $163.3 million and
32.7 million,  including the Trust's 50% share of litigation distributions,  for
the years ended December 31, 2004, 2003 and 2002, respectively.

Cash  distributions  are reported net of any  distributions  that were voided or
returned to the Trust.

SOURCES OF  DISTRIBUTIONS.  Distributions to the creditors and  Beneficiaries of
the  Trust  will  come  from  the  sale  of  the  Trust  Assets.  However,  some
distributions may come from "AVOIDANCE  ACTIONS." Avoidance Actions are lawsuits
filed by the Trust against specific  creditors who received money that the Court
determines is part of the Trust's  estate.  The Court will order these creditors
to  return  that  money  to  the  Trust  for   distribution  to  all  creditors.


                                     - 21 -
<PAGE>

Essentially, the goal is to ensure that all creditors receive fair and equitable
treatment  and that  specific  creditors  were not treated more  favorably  than
others prior to or during the Trust's  Chapter 11 cases.  The Trust is unable to
estimate the proceeds from avoidance  actions,  if any, that will be received in
respect of the Avoidance  Actions  because the  Avoidance  Actions have not been
prosecuted by the Trust or resolved by the Court.

In  addition  to the  Avoidance  Actions,  Investors  may or  already  have also
received  proceeds from the significant  "LITIGATION  CLAIMS" that the Trust has
against  certain third parties  potentially  responsible for the failure of BFA,
including  potential claims against BFA's former accounting and law firms. Under
the Plan,  BFA and it `s affiliates  were  dissolved  and no longer  exist.  The
Litigation Claims of the BFA against potentially  responsible third parties have
been assigned to, and are being  prosecuted by, the Trust.  Under the Plan, each
Investor received an uncertificated  beneficial interest in the Trust, entitling
Investors  to  share in any  recoveries  resulting  from  such  litigation.  The
recoveries from any litigation (net of any expenses  incurred in prosecuting the
Litigation Claims) will be disbursed directly to Investors, and the funds cannot
be  co-mingled  with other funds from the orderly  liquidation  of assets by the
Trust. In addition,  those Investors that hold IRAs or who are  beneficiaries of
trusts will receive an  additional  uncertificated,  beneficial  interest in the
Trust,  entitling them to receive litigation  recoveries relating to breaches of
fiduciary obligations  associated with these accounts and trusts. The litigation
by the Trust is under the  control of the  Liquidating  Trustee  and  subject to
supervision by the Liquidating Trust Board.

DISTRIBUTION TO OTHER CREDITORS. Class 6 is the "Convenience Class" and consists
of the general  unsecured  Creditor's  claims that are in an amount of $5,000 or
less, or any claim greater than $5,000 that is voluntarily reduced by the holder
of such claim to $5,000. Class 5 contains all other general unsecured creditors.
Most of these general unsecured  creditors  conducted business with subsidiaries
of BFA.

Under  the  Plan,  the  general  unsecured  creditors  in  Class 5  received  an
uncertificated,  beneficial  interest in the Trust,  entitling them to their pro
rata share of 10% of the net proceeds from such  liquidation  and 10% of the net
proceeds from the Avoidance Actions until they are paid their respective allowed
amount.  If the Class 5 claims are not paid in full in accordance  with the Plan
by the end of the two-year  period  commencing  January 22, 2001, the holders of
the Class 5 claims will be entitled to 100% of the liquidation proceeds from the
sale of the Trust Assets until such holders are paid in full in accordance  with
the Plan. As of December 31, 2004 all Class 5 and 6 claims have either been paid
in full or fully reserved for.

13. COMMITMENTS AND CONTINGENCIES

Contingent Liabilities

The Trust is involved in various legal proceedings.  A number of creditors filed
proofs of claims in the Debtors' bankruptcy proceedings. As of December 31, 2004
all of these  claims have been  resolved  and either paid in full (if any amount
was due) or fully reserved for (if disputed).

Contingent Assets

In an effort to avoid repaying $4 million dollars in debt to the Trust,  William
Blair has  engaged in a number of legal  maneuvers.  In 2001,  the Trust filed a
Notice of  Trustee's  Sale on the  collateral  securing  repayment on one of the
Notes (the "DESERT  DIAMOND  NOTE").  The Trust  separately  filed a lawsuit and
obtained a judgment  against  Mr.  Blair  individually  as a co-maker  under the
Desert Diamond Note. That debt has been reduced to judgment in an amount of $1.4
million  dollars,  plus  interest at 19% until paid in full.  With regard to Mr.
Blair's  second  obligation  (the  "CAMPBELL  NOTE") the Superior  Court entered
judgment on March 19, 2003 against both Mr. Blair and his trust in the amount of
$1,418,329.82 with interest at the rate of 18% from August 13, 2001, until paid.
In July 2004 Mr. Blair filed for personal bankruptcy protection, and turned over
certain assets to the Chapter 7 trustee for  liquidation.  Through the judgments
under  the  Desert  Diamond  and  Campbell  Notes the Trust  holds  secured  and
unsecured  claims in the  Blair  bankruptcy  case.  The  Trust  has  reached  an
agreement with the Chapter 7 trustee  whereby the Trust is to receive (i) 50% of
the net proceeds  from asset sales after  secured  creditors  have been paid and
(ii) distribution based on the Trusts pro-rata share as an unsecured creditor of
any remaining  proceeds after  administrative  costs. The Trust has not included

                                     - 22 -
<PAGE>
the value of these estimated proceeds in the accompanying consolidated financial
statements due to the uncertainty of the asset's sales values. In addition there
exists a remaining action against Fidelity Title (the "TITLE COMPANY") the Title
Company  hired  by Mr.  Blair  to  transfer  title to  portions  of the  Trust's
collateral under the Desert Diamond Note to third parties without lien releases.
The Bankruptcy Court granted the Title Company's Motion for  Reconsideration and
reversed its prior ruling. The effect is that the Bankruptcy Court has upheld an
alleged  contract  modification  disallowed  by a different  judge in an earlier
litigation.  If the Bankruptcy  Court's ruling stands as issued, the Trust would
be required to release its liens on the remaining real property collateral for a
release price of $12,500/lot (a total of $275,000 for the remaining  lots).  The
District  Court also awarded the Title Company an amount of $44,000 for fees and
costs. The Trust has appealed both rulings made by the Bankruptcy Court relating
to the Title Company  matters and a stay has been issued  pending the resolution
of the appeal. The Bankruptcy Court heard oral arguments regarding the appeal in
March,  2005 and the Trust is now  awaiting  the  judges  ruling.  The Trust has
included the  estimated  value of this note  receivable at the lot release price
less awarded  attorney's fees ($231,000) in the receivables,  net portion of the
accompanying consolidated financial

The Trust holds a note receivable in an outstanding amount of approximately $1.8
million dollars from W.H.H.C.  Through this note the Trust has begun foreclosing
on approximately  70 acres of real property located in Maricopa County,  Arizona
with an estimated  value of $2.8 million as payment on the  outstanding  note. A
lawsuit has been filed in the  Superior  Court to  foreclose on the mortgage and
obtain  a  judgment  against  the  real  property.  The  defendants  have  filed
counter-claims  against the Trust asserting that the Trust has wrongfully  filed
lis pendens against the subject property.  If such counter-claims are successful
the result is a  potential  liability  for the Trust equal to triple the damages
incurred. Subsequently, both the defendants and the Trust have filed motions for
summary judgment and  cross-motions for summary judgment against each other. The
Maricopa County Superior Court  ("SUPERIOR  COURT")  conducted oral arguments on
all the  pending  motions in  February  2005.  The  motions  are all still under
advisement  and the Superior Court has set a trial date for July 2005. The Trust
believes it will prevail in this case and therefore  the estimated  value of the
note has been  included  in the  receivables,  net  portion of the  accompanying
consolidated financial statements.

On November  12, 2003 the Trust filed an adversary  proceeding  against Glen and
Nannie Lou Crotts and the Glen E. Crotts  Revocable Trust  ("CROTTS").  Glen and
Nannie Lou Crotts are the parents of past BFA president  William Crotts and Glen
Crotts  served as  president  of BFA prior to William  Crotts.  The Crotts  have
denied the  assertions  against  them and have filed  counterclaims  against the
Trust for withholding  distributions on $537,219 of their investments in BFA and
$18,000  from  another  partnership.  The Crotts  and the Trust  have  reached a
settlement  in which the Trust will pay the Crotts  $25,000  and the Crotts will
give up all claims to funds held by the Trust.  The  settlement  was approved by
the Bankruptcy Court and paid in August 2004.

Because of the  significant  uncertainty  associated with the valuation of these
contingent  assets,  it is likely that the  amounts  ultimately  realized  could
differ  from  the  amounts  that  are  actually  reflected  in the  accompanying
consolidated financial statements and the differences could be material.

14. LEASES

The Trust entered into certain lease obligations to carry out the purpose of the
Trust as discussed in Note 1. These operating lease obligations for office space
and office equipment call for approximate payments between $800 - $3,400 monthly
through  January  2006.  It may be necessary for the Trust to renew or commit to
future lease  obligations  to continue to carry out the  activities of the Trust
until the Trust is terminated. The Trust has entered into a lease agreement with
Greenberg Traurig for one office at it's Phoenix office for $450 per month until
January 2006. Rent expense for 2004,  2003, 2002 and 2001 was $63,717,  $91,600,
$221,000 and $219,100,  respectively. The estimated rental payments are included
in estimated costs to complete liquidation and litigation.

                                     - 23 -
<PAGE>

15. CASH RECEIPTS AND DISBURSEMENTS

For the year ended December 31, 2004, December 31, 2003, and December 31, 2002 ,
the Trust  received  net cash  proceeds  from sales of assets,  note  receivable
collections and operations of  approximately  $19.5 million,  $264.4 million and
$47.8 million respectively, consisting of the following:

<TABLE>
<CAPTION>
                                                 January 1, 2004     January 1, 2003    January 1, 2002 to
                                                 to December 31,     to December 31,     December 31, 2002
                                                       2004                2003
                                                 ---------------     ---------------     -----------------
<S>                                               <C>                   <C>                   <C>
Principal  and  interest  received  from notes    $  3,401,675          $ 55,729,327          $ 18,647,857
receivable
Cash flows from other trust assets                  16,108,022           208,623,346            29,151,787
                                                  ------------          ------------          ------------
Total                                             $ 19,509,697          $264,352,673          $ 47,799,644
                                                  ============          ============          ============
</TABLE>

Conversely,  for the same  respective  periods,  the Trust  paid out to  various
creditors  approximately  $19.8  million,  $262.6  million  and  $46.6  million,
respectively, as follows:

<TABLE>
<CAPTION>
                                             January 1, 2004 to      January 1, 2003 to      January 1, 2002 to
                                             December 31, 2004        December 31, 2003      December 31, 2002
                                             -----------------        -----------------      -----------------
<S>                                             <C>                     <C>                   <C>
Trust operations                                $  (3,706,292)          $  (3,337,531)        $  (5,050,748)
Payable to Class 5 creditors                             --                (2,308,738)           (5,946,085)
Principal and interest payments on
collateralized notes payable                             --                (4,126,217)           (2,897,091)
Distributions to Class 3A & 3B                    (16,081,697)           (252,802,053)          (32,678,512)
                                                -------------           -------------         -------------
Total                                           $ (19,787,989)          $(262,574,539)        $ (46,572,436)
                                                =============           =============         =============
</TABLE>

Distributions  to Class 3A and 3B  include  the  class  action  50%  portion  of
litigation proceeds and are net of returned distributions and reserves.

16. SUBSEQUENT EVENTS

During  January and February 2005 the Trust held and sold numerous small parcels
of real estate or ground leases resulting in the Trust receiving net proceeds of
approximately $1.0 million.


                                     - 24 -
<PAGE>
17. QUARTERLY FINANCIAL DATA (UNAUDITED):

Summarized  unaudited  quarterly  financial  data for fiscal 2004 and 2003 is as
follows:

<TABLE>

                                             BFA LIQUIDATION TRUST AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS IN LIQUIDATION
<CAPTION>
                                                            MARCH 31,            JUNE 30,         SEPTEMBER 30,         DECEMBER 31,
                                                               2004                2004                2004                2004
                                                           ------------        ------------        ------------        ------------
<S>                                                        <C>                 <C>                 <C>                 <C>
Net assets in liquidation, beginning                       $ 31,665,813        $ 31,292,813        $ 28,062,886        $ 29,104,186

Interest on notes receivable (note 3)                           130,336              88,363              88,954              95,230
Interest on notes payable (note 8)                                 --                  --                  --                  --
Changes in fair value of other trust assets
and liabilities (notes 10 & 11)                                (503,336)          3,791,072             962,832           2,126,670
Changes in fair value of estimated costs to
complete liquidation (note 9)                                      --            (1,872,213)               --              (942,315)
Distributions to holders of Class 3A and 3B
beneficial interests (note 12)                                     --            (5,237,149)            (10,486)        (10,834,061)
                                                           ------------        ------------        ------------        ------------

Net assets in liquidation, ending                          $ 31,292,813        $ 28,062,886        $ 29,104,186        $ 19,549,710
                                                           ============        ============        ============        ============

</TABLE>
<TABLE>
<CAPTION>
                                                            MARCH 31,            JUNE 30,         SEPTEMBER 30,         DECEMBER 31,
                                                               2003                2003                2003                2003
                                                           ------------        ------------        ------------        ------------
<S>                                                       <C>                 <C>                 <C>                 <C>
Net assets in liquidation, beginning                      $ 194,833,341       $ 100,959,333       $  85,393,358       $  51,090,733

Interest on notes receivable (note 3)                         1,507,478           1,224,995             345,056             247,141
Interest on notes payable (note 8)                              (58,584)            (63,374)            (12,215)             13,594
Changes in fair value of other trust assets
and liabilities (notes 10 & 11)                              (1,754,223)         (4,470,239)          4,528,147            (327,226)
Changes in fair value of estimated costs to
complete liquidation (note 9)                                      --                  --            (1,139,534)            106,918
Distributions to holders of Class 3A and 3B
beneficial interests (note 12)                              (93,568,679)        (12,257,357)        (38,024,079)        (19,465,347)
                                                          -------------       -------------       -------------       -------------

Net assets in liquidation, ending                         $ 100,959,333       $  85,393,358       $  51,090,733       $  31,665,813
                                                          =============       =============       =============       =============
</TABLE>


Item  9.  Changes  in and  Disagreements  with  Accountants  on  Accounting  and
          Financial Disclosure.

None

Item 9A. Controls and Procedures.

Based on their  evaluation,  as of the end of the  period  covered  by this Form
10-K, the Trust's  Liquidating Trustee (the Trust's principal executive officer)
and  Assistant  to the  Liquidating  Trustee (the  Trust's  principal  financial
officer) have concluded that they have reasonable assurance of the effectiveness
of the Trust's disclosure  controls and procedures (as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934).

                                     - 25 -
<PAGE>

In connection with this evaluation, the Liquidating Trustee and the Assistant to
the Liquidating  Trustee identified no change in internal control over financial
reporting that occurred  during the Trust's fiscal year ended December 31, 2004,
and that has materially affected,  or is reasonably likely to materially affect,
the Trust's internal control over financial reporting.

                                    PART III

Item 10. Directors and Executive Officers of the Registrant.

         The decision-making  authority for the Trust resides in the Liquidating
Trustee and the  Liquidating  Trust Board pursuant to the Trust  Agreement.  The
Liquidating  Trustee  is  primarily   responsible  for  the  Trust's  day-to-day
operations,  and the Liquidating Trust Board supervises the Liquidating  Trustee
and  has the  ability  to  approve  or  disapprove  certain  of the  Liquidating
Trustee's  material  decisions.  The Liquidating  Trustee and the members of the
Liquidating  Trust Board were  appointed  in  accordance  with the  Confirmation
Order, and each of them will serve in their related capacity until such person's
death,  resignation  or  removal  in  accordance  with the  terms  of the  Trust
Agreement.

         The  Trust's  Audit  Committee  is made up of three (3)  members of the
Liquidating Trust Board, Mr. Mark Winkleman, Mr. Steve Culp and Mr. John Prince.
Mr. John Prince  serves as the  financial  expert on the Audit  Committee and is
independent  as defined in the Exchange Act. The Trust has not adopted a code of
ethics  due to (i) the small  number of staff  employe  by the  Trust,  (ii) the
Trust's staff being required to report directly to the  Liquidating  Trustee and
Liquidating Trust Board and (iii) the highly regulated and reviewed  environment
in which the  Trust is  required  to  operate  under  close  supervision  of the
Bankruptcy Court.

         The following  table sets forth  information  regarding the Liquidating
Trustee  and the  Liquidating  Trust  Board.  A summary  of the  background  and
experience of each of these individuals is set forth after the table.

       Name                       Age                     Position
       ----                       ---                     --------
 Clifton R. Jessup, Jr.           50             Liquidating Trustee
 Paul D. Carlson                  69             Liquidating Trust Board Member
 Stephen L. Culp                  39             Liquidating Trust Board Member
 John V. Prince                   50             Liquidating Trust Board Member
 Shirley C. Weast                 65             Liquidating Trust Board Member
 Mark E. Winkleman                46             Liquidating Trust Board Member


         Clifton R. Jessup, Jr. was approved as the Liquidating Trustee pursuant
to the  Confirmation  Order.  Mr.  Jessup  is a  partner  and  the  head  of the
Bankruptcy &  Insolvency  Group at the Dallas  office of Greenberg  Traurig LLP,
which he joined in May 2004. Prior to joining  Greenberg Traurig LLP, Mr. Jessup
was a partner and head of the Bankruptcy & Insolvency Group at the Dallas office
of Patton Boggs LLP from 1997 til 2004 and prior to Patton Boggs, Mr. Jessup was
the  Chairman of Dixon and Jessup,  Ltd.,  LLP and the  Managing  Partner of the
Dallas  office of that firm  from 1990  until  1997.  Mr.  Jessup  received  his
Bachelor  of Arts  from  Oakwood  College  in 1976  and his  Juris  Doctor  from
University of Michigan School of Law in 1978. Mr. Jessup's  experience  includes
the representation of secured creditors, unsecured creditors, committees, equity


                                     - 26 -
<PAGE>

holders, debtors and trustees in federal bankruptcy cases in over 37 states. Mr.
Jessup was appointed as the Examiner in the Megafoods Stores  bankruptcy case in
Phoenix,  Arizona in 1996.  When the Plan of Liquidation  was confirmed in 1998,
Mr.  Jessup  was  appointed  as  the  Estate  Representative  of  the  Megafoods
Liquidation Estate, a position that he held until the case was closed in 2001.

         Paul D. Carlson  served as the Chairman of the Official  Collateralized
Investors' Committee.  From 1980 until his retirement in 1993, Mr. Carlson was a
Senior  Development  Engineer  with  Hughes  Aircraft  Company,   where  he  was
responsible for the procurement of components and their functional  integrity in
a major missile system.

         Stephen  L.  Culp  served  as the  Co-Chairman  of the  Official  Joint
Committee of Unsecured  Creditors.  Mr. Culp has been employed since 1999 as the
Director  of  Property  Development  and  Legal  Counsel  at  Saddleback  Valley
Community Church in Lake Forest,  California, one of the largest churches in the
United States.  From 1992 to 1999, Mr. Culp worked at the Orange County law firm
of Callahan, McCune & Willis, specializing in litigation.

         John V. Prince is in private management consulting and currently serves
as a member of the Board of Directors of Arizona MultiBank, an Arizona community
development  corporation.  Prior to entering private management consulting,  Mr.
Prince  was Senior  Vice  President  and Chief  Financial  Officer  of  Employee
Solutions,  Inc., which filed a voluntary petition for relief under Chapter 7 of
the Bankruptcy Code on February 26, 2001.  Prior to 1997 Mr. Prince held several
positions  with First  Interstate  Bancorp,  Inc. Most notably,  he was the Vice
President and Manager of Bank SEC and Regulatory Reporting from 1994 until 1996.
From 1990 until 1994, Mr. Prince was a Vice President at First  Interstate  Bank
of Texas,  where he was  involved  with the purchase of failed banks and savings
and loans in cooperation with the Resolution Trust Corporation.  From 1986 until
1990, Mr. Prince was Vice President and Controller for First  Interstate Bank of
Oklahoma where he was involved in the purchase and  liquidation of the assets of
failed banks in cooperation with the Federal Deposit Insurance Corporation.  Mr.
Prince is a  Certified  Public  Accountant  who is  certified  in  Arkansas  and
Oklahoma.  Mr. Prince  graduated with a Bachelor of Arts in Accounting  from the
Ouachita Baptist University.

         Shirley  C.  Weast  served as a member of the  Official  Collateralized
Investors'  Committee  and retired in 1990 after having  operated the Shirley C.
Weast  Agency  for 30 years in the State of New York.  Ms.  Weast is a  licensed
insurance and real estate broker in the State of New York.

         Mark E.  Winkleman  is the  State  Land  Commissioner  for the State of
Arizona.  As well he is the founder of MGS Realty  Partners LLC,  which acquires
and sells  commercial  properties.  Prior to founding MGS Realty Partners LLC in
2000, Mr.  Winkleman was in charge of acquisitions  for Pacific Realty Advisors,
where he directed the acquisition and disposition of many commercial  properties
from 1997 until  1999.  From 1991 to 1997,  Mr.  Winkleman  was the Senior  Vice
President of Grossman Company  Properties,  a real estate investment  company in
Phoenix,   Arizona,   where  he  was  actively   involved  in  the  acquisition,
development,  financing and disposition of projects such as the Arizona Biltmore
Hotel,  Biltmore Fashion Park, National Bank Tower,  Christown Mall, the Arizona
Mills and several other significant real estate projects.  Mr. Winkleman was not
an Investor or a creditor in the Debtors'  Chapter 11 cases, and he had no prior
connection with the Debtors or the Non-Debtor Affiliates.

Item 11.  Executive Compensation.

Compensation of the Liquidating Trustee

         On December 19, 2000 the  Bankruptcy  Court  approved the Trust's entry
into the  compensation  agreement  by and among the  transferors  and Clifton R.
Jessup, Jr. (the "TRUSTEE COMPENSATION AGREEMENT"). The following description of
the  Trustee  Compensation  Agreement  is only a  summary  and is  qualified  by
reference to the Trustee  Compensation  Agreement,  a copy of which was filed as
Exhibit 10.1 to the Trust's Form 10 filed May 1, 2002.

                                     - 27 -
<PAGE>
         The  compensation of the Liquidating  Trustee is comprised of three (3)
components: hourly compensation,  expense reimbursement and a performance bonus.
The Liquidating  Trustee's  hourly  compensation as set forth in the Plan was an
hourly rate of $295.00,  which is subject to periodic  upward  adjustment by the
Liquidating Trust Board. In 2004,  pursuant to the Plan the Trust Board approved
an increase in the Liquidating Trustee's hourly rate to $395.00. The Liquidating
Trustee is not  compensated  for his travel  time to and from  Phoenix,  Arizona
unless he is actually  working on matters  pertaining  to the Trust  during that
travel time.

         All  reasonable  out of pocket  expenses  incurred  by the  Liquidating
Trustee for airfare  between  Dallas,  Texas and  Phoenix,  Arizona (the "TRAVEL
EXPENSES"),  are  reimbursable as an expense of the Trust. All reasonable out of
pocket  expenses  incurred  by  the  Liquidating  Trustee  and  relating  to the
Liquidating  Trustee's  performance of his duties  hereunder and under the Trust
Agreement and which are not Travel Expenses, are also reimbursable as an expense
of the Trust.

         The performance bonus to be paid to the Liquidating Trustee is based on
the net recoveries paid to certain creditors and is as follows:

------------------------------------------ -------------------------------------
              Net Recoveries                Performance Bonus (expressed as a
                                              percentage of Net Recoveries)
------------------------------------------ -------------------------------------
$0 - $125,000,000                                          None
------------------------------------------ -------------------------------------
$125,000,000.01 - $250,000,000                             .25%
------------------------------------------ -------------------------------------
$250,000,000.01 - $500,000,000                             .50%
------------------------------------------ -------------------------------------
$500,000,000.01 and above                                  .75%
------------------------------------------ -------------------------------------

"Net  Recoveries"  means the aggregate of all  distributions by the Trust to the
Holders of claims in Class 3A, Class 3B and Class 5 from the  liquidation of the
Trust Assets and the prosecution and/or settlement of the Litigation Claims. The
aggregate amount of all hourly  compensation paid to the Liquidating  Trustee by
the Trust and the Travel Expenses  reimbursed by the Trust will be deducted from
the performance bonus payable to the Liquidating Trustee. As of this filing, the
Liquidating  Trustee  is not  expected  to receive  any monies as a  performance
bonus.

Compensation of the Liquidating Trust Board

         On December  19, 2000 the  Bankruptcy  Court  approved  the form of the
compensation  agreement  to be entered  into by the Trust and the members of the
Liquidating  Trust Board (the "BOARD  COMPENSATION  AGREEMENT").  The  following
description  of the  Board  Compensation  Agreement  is  only a  summary  and is
qualified by reference to the Board Compensation  Agreement and Amendment to the
Board  Compensation  Agreement,  the form of which is filed as Exhibit  10.2 and
10.3 to the Trust's Form 10 filed May 1, 2001.

         Each member of the  Liquidating  Trust Board  receives  $1,000 for each
calendar  month  during  which  the  board  member  serves  as a  member  of the
Liquidating  Trust Board and $2,000 for each  meeting of the  Liquidating  Trust
Board,  which the  board  member  attends  (either  in  person  or by  telephone
conference). In addition, the Independent Board Member, Mark Winkleman, receives
$1,250 for each  calendar  month  during  which he serves as the Chairman of the
Audit Committee and the Valuation Committee.

         On December 28, 2001 the Bankruptcy  Court entered its Order permitting
the Trust to pay fees to each  member  of the  Liquidating  Trust  Board for the
period from  November 1, 2000 to January  22,  2001 in  recognition  of services
provided by the Board prior to January 22, 2001. In addition to the compensation
described  above,  each  Liquidating  Trust  Board  member is also  entitled  to
reimbursement  of  all  reasonable  out-of-pocket  expenses,   including  travel
expenses.

                                     - 28 -
<PAGE>

On June 10,  2004,  the  Bankruptcy  Court  entered  its  Order  permitting  the
modification of the Board  Compensation  Agreement to allow the one-time payment
of a $50,000.00  retention payment to each member of the Liquidating Trust Board
as agreed  between the  Liquidating  Trustee and the  individual  members of the
Liquidating  Trust  Board.  The  primary  business  purposes  of the  $50,000.00
retention  payment are to compensate the members of the Liquidating  Trust Board
for (i) agreeing to remain as a member of the Liquidating  Trust Board until the
completion  of the winding  down of the Trust due to the fact that any  member's
resignation prior to the completion of the winding down, would have an immediate
and  significant  adverse impact on the ability of the Trust to effectively  and
efficiently perform its duties, and (ii) the risks and liabilities  directors of
public  companies  have  assumed  on  behalf  of  companies  as a result  of the
Sarbanes-Oxley   Act.  The  retention   payments  are  equal  to   approximately
one-twentieth  of one cent  (1/20th of $0.01)  per  dollar  claimed by the Trust
beneficiaries.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

     a)  Since the Trust  has no  outstanding  "voting  securities"  within  the
         meaning  of the  Exchange  Act  and  the  regulations  thereunder,  the
         disclosure  requirements of this annual report pertaining to 5% holders
         of voting securities are not applicable. Notwithstanding the foregoing,
         no person or group is the beneficial owner of more than 5% of interests
         in the Trust.

     b)  The following table sets forth certain  information with respect to the
         beneficial  ownership of interests in the Trust, as of the date of this
         annual  report,  by the  Liquidating  Trustee  and the  members  of the
         Liquidating  Trust  Board.  There is only one class of interests in the
         Trust.

                Name of Beneficial Owner                       Percent of Class
                ------------------------                       ----------------
                 Clifton R. Jessup, Jr.                             0.00%
                 Stephen L. Culp                                    0.00%
                 Mark E. Winkleman                                  0.00%
                 John V. Prince                                     0.01%
                 Paul D. Carlson                                    0.05%
                 Shirley C. Weast                                   0.13%

     c)  Because  the Trust  does not have any  "voting  securities"  within the
         meaning of the Exchange Act and the regulations thereunder,  changes in
         ownership of voting  securities  will not result in a change of control
         of the  Trust.  Pursuant  to the  terms  of the  Trust  Agreement,  the
         Liquidating   Trustee  and  the  Liquidating   Trust  Board  have  sole
         management  and executive  authority  over the Trust.  The  Liquidating
         Trustee and the  initial  members of the  Liquidating  Trust Board were
         initially  selected  by  the  Restructuring   Committee,  the  Official
         Collateralized Investors' Committee and the Official Joint Committee of
         Unsecured Creditors,  and the Bankruptcy Court approved such selections
         in connection with the Confirmation  Order. The Liquidating Trustee and
         the members of the Liquidating  Trust Board will serve for the duration
         of the Trust.  However,  in the event of any  member's  earlier  death,
         resignation  or removal,  such member will be replaced  pursuant to the
         terms of the Trust Agreement.

         The Trust has no  knowledge  of any  arrangements  that may result in a
         change of control of the Trust.

Item 13. Certain Relationships and Related Transactions.

Pursuant to the authority  under the Plan, the Trust  retained  Patton Boggs and
Greenberg Traurig, the law firms that employ or have employed Clifton R. Jessup,


                                     - 29 -
<PAGE>

Jr., the Liquidating  Trustee, to handle various  litigation,  investigation and
transactional  matters.  Fees charged by Patton Boggs and Greenberg  Traurig for
the services performed for the year ended December 31, 2004 approximate $237,000
and do not include fees and expenses for the services  provided by Mr. Jessup as
Liquidating  Trustee.  In addition to the legal  services  provided by Greenberg
Traurig the Trust is also  subleasing an office from the Phoenix office for $450
per month until January 2006.

Item 14. Principal Accounting Fees and Services

Audit Fees
The aggregate fees billed for the last two (2) fiscal years ending  December 31,
2004 and  December  31,  2003  was  $101,200  and  $103,770,  respectively,  for
professional     services     rendered    by    the    principal     accountant,
PricewaterhouseCoopers,  LLP,  for the  audit of the  Trust's  annual  financial
statements and review of financial statements included in the Trust's 10Q.

Audit-Related Fees
The aggregate fees billed for the last two (2) fiscal years was $0 for assurance
and    related    services    rendered    by    the    principal     accountant,
PricewaterhouseCoopers,  LLP, that are reasonably  related to the performance of
the audit or review of the  Trust's  financial  statements  and are not  already
reported under Audit Fees.

Tax Fees
The  aggregate  fees  billed  for the  last  two  (2)  fiscal  years  was $0 for
professional     services     rendered    by    the    principal     accountant,
PricewaterhouseCoopers, LLP, tax compliance, tax advice and tax planning.

All Other Fees
The  aggregate  fees billed for the last two (2) fiscal year was $0 for products
and services provided by the principal accountant, PricewaterhouseCoopers,  LLP,
other than as reported under Audit Fees.

The Audit  Committee  approves  the  engagement  letter  for the  service of the
principal accountant prior to work commencing.  The Audit Committee has approved
100% of the Audit Fees  charged by the  principal  accountant  and all audit and
review work was performed by the principal accountants employees.


                                     - 30 -
<PAGE>

Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

     (a) 1. Financial Statements

         The consolidated  financial statements of the Trust are incorporated by
         reference to Item 8. "Financial  Statements and Supplementary  Data" of
         this report.

         2. Financial Statement Schedules

         Financial statement schedules have been omitted because the information
         is either not  required,  not  applicable,  or is included with Item 8.
         "Financial Statements and Supplementary Data" of this report.

         3. Exhibits

         The following exhibits are filed with this Form 10K:

         Exhibit 2.1*   First Amended Joint  Liquidating Plan of  Reorganization
                        of the Debtors Under Chapter 11 of the Bankruptcy Code

         Exhibit 2.2*   Order Confirming First Amended Joint Liquidating Plan of
                        Reorganization

         Exhibit 3.1*   Liquidating  Trust  Agreement,  dated as of January  22,
                        2001

         Exhibit 10.1*  Trustee Compensation Agreement,  dated as of January 22,
                        2001

         Exhibit 10.2*  Form of Board Compensation Agreement

         Exhibit 10.3*  Form of Amendment to Board Compensation Agreement

         Exhibit 21.1*  Articles of Organization of New Asset  Subsidiary,  LLC,
                        dated as of January 22, 2001

         Exhibit 21.2*  Operating Agreement of New Asset Subsidiary,  LLC, dated
                        as of January 22, 2001

         Exhibit 31     Certification

         Exhibit 32     Certification pursuant to 18 U.S.C. Section 1350

         *Previously filed with Form 10 on May 1, 2002.

     (b) Reports on Form 8-K.

         No report on Form 8-K was filed by the  registrant  with the Commission
         during the quarterly period ended December 31, 2002.

     (c) Exhibits required by Item 601 of Regulation S-K

         None.

     (d) Financial statement schedules as required by Regulation S-X

         None.


                                     - 31 -
<PAGE>


                                   SIGNATURES


Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                       BFA LIQUIDATION TRUST

                            By:     /s/ Clifton R. Jessup, Jr.
                                    --------------------------
                                    Clifton R. Jessup, Jr.,  Liquidating Trustee
                            Date: March 29, 2005


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

                            By:      /s/ Clifton R. Jessup, Jr.
                                     --------------------------
                                     Clifton R. Jessup, Jr., Liquidating Trustee
                            Date: March 29, 2005

                            By:      /s/ Mark A. Roberts
                                     --------------------------
                                     Mark A. Roberts,
                                     Assistant to the Liquidating Trustee
                            Date: March 29, 2005

                            By:      /s/ Erik R. Anspach
                                     --------------------------
                                     Erik R. Anspach, Controller
                            Date: March 29, 2005

                            By:      /s/ Paul D. Carlson
                                     --------------------------
                                     Paul D. Carlson, Liquidating Trust Board
                            Date: March 29, 2005

                            By:      /s/ Stephen L. Culp
                                     --------------------------
                                     Stephen L. Culp, Liquidating Trust Board
                            Date: March 29, 2005

                            By:      /s/ John V. Prince
                                     --------------------------
                                     John V. Prince, Liquidating Trust Board
                            Date: March 29, 2005

                            By:      /s/ Shirley C. Weast
                                     --------------------------
                                     Shirley C. Weast, Liquidating Trust Board
                            Date: March 29, 2005

                            By:      /s/ Mark E. Winkleman
                                     --------------------------
                                     Mark E. Winkleman, Liquidating Trust Board
                            Date: March 29, 2005


                                     - 32 -