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



                                      FORM 10-K/A


  (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, 2002

      OR


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


      Commission File Number:  333-48720-05


        C-BASS, LLC
        C-Bass Mortgage Loan Asset-Backed Certificates
        Series 1999-CB5

       (Exact name of registrant as specified in its charter)


   New York                                       13-413-9248
  (State or other jurisdiction of                 (I.R.S. Employer
  incorporation or organization)                  Identification No.)

   c/o CBASS, LLC
   335 Madison Ave
   New York, NY                                10017
  (Address of principal executive offices)     (Zip Code)


  Registrants telephone number, including area code:


  Securities registered pursuant to Section 12(b) of the Act:

       NONE.


  Securities registered pursuant to Section 12(g) of the Act:

       NONE.



  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  ___     No  X





  Indicate by check mark if disclosure of delinquent filers pursuant to
  Item 405 of Regulation S-K ( 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrant's knowledge,
  in definitive proxy or information statements incorporated by reference
  in Part III of this Form 10-K or any amendment to this Form 10-K.

         Not applicable.




  State the aggregate market value of the voting and non-voting common
  equity held by non-affiliates of the registrant. The aggregate market
  value shall be computed by reference to the price at which the common
  equity was sold, or the average bid and asked prices of such common
  equity, as of a specified date within 60 days prior to the date of
  filing. (See definition of affiliate in Rule 405, 17 CFR 230.405.)

         Not applicable.




  Indicate the number of shares outstanding of each of the registrant's
  classes of common stock, as of the latest practicable date.

         Not applicable.



  List hereunder the following documents if incorporated by reference and
  the Part of the Form 10-K (e.g. Part I, Part II, etc..) into which the
  document is incorporated: (1)Any annual report to security holders; (2)
  Any proxy or information statement; and (3)Any prospectus filed pursuant
  to Rule 424(b) or (c) under the Securities Act of 1933. The listed
  documents should be clearly described for identification purposes (e.g.
  annual report to security holders for fiscal year ended December 24, 1980).

         Not applicable.





                                 PART I

  Item 1.  Business.

            Omitted.

  Item 2.  Properties.

            Not applicable.



  Item 3.  Legal Proceedings.

            The registrant knows of no material pending legal proceedings
            involving the trusts created under the Pooling and Servicing
            Agreement (the Trusts), the Trustee, the Servicer or the
            registrant with respect to the Trusts other than routine
            litigation incidental to the duties of the respective parties.



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


            None.

                               PART II


  Item 5.  Market for registrant's Common Equity and Related Stockholder
           Matters.


            Records provided to the Trust by the DTC and the Trustee
            indicate that as of December 31, 2002, the number of holders of
            record for each class of Certificate were as follows:


             Class A1                          1
             Class A2                          1
             Class BB                          1

             Total:                            3


  Item 6.  Selected Financial Data.

            Omitted.

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

            Omitted.


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

            Not applicable.

  Item 8.  Financial Statements and Supplementary Data.

            See Item 14(a), Exhibits 99.1, 99.2, 99.3, for information
            provided in lieu of information required by Item 302 of
            Regulation S-K.




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

            None.


                               PART III


  Item 10. Directors and Executive Officers of the Registrant.

            Not applicable.


  Item 11. Executive Compensation.

            Not applicable.


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

            Not applicable.


  Item 13. Certain Relationships and Related Transactions.

            Not applicable.

                               PART IV


  Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.

   (a) Exhibits

    (99.1) Annual Independent Accountants' Servicing Reports concerning
           servicing activities for the year ended December 31, 2002

		C-BASS, LLC


    (99.2) Report of Management as to Compliance with Minimum Servicing
           Standards for the year ended December 31, 2002.


     		C-BASS, LLC


    (99.3) Annual Statements of Compliance under the Pooling and Servicing
           Agreements for the year ended December 31, 2002.


    		C-BASS, LLC


    (99.4) Aggregate Statement of Principal and Interest Distributions to
           Certificate Holders.


   (b)  Reports on Form 8-K, dated as of October 31, 2002, November 30, 2002,
        and December 31, 2002, were filed by the Company in order to provide
        the statements for the monthly distributions to holders of the
        Certificates. No other reports on Form 8-K have been filed
        during the last quarter of the period covered by this report.



   (c) Not applicable.



   (d) Omitted.

                               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:



    C-BASS, LLC
    C-Bass Mortgage Loan Asset-Backed Certificates
    Series 1999-CB5
    (Registrant)



  Signed:


  By: Robert McGinnis

  By: /s/ Robert McGinnis

  Dated: 7/19/04

  SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
  SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED
  SECURITIES PURSUANT TO SECTION 12 OF THE ACT.



  (a)(i) No annual report is provided to the Certificateholders other than
  with respect to aggregate principal and interest distributions.


  (a)(ii) No proxy statement, form of proxy or other proxy soliciting
  material has been sent to any Certificateholder with respect to any
  annual or other meeting of Certificateholders.



  Ex-99.4
   Schedule of Year-To-Date Principal and Interest Distributions to
   Certificateholders


   <TABLE>

   Class                            Interest          Principal               Losses            Ending Balance
   
                      <c>                   <c>                 <c>                <c>
   A1                          4,144,339.05        21,012,582.42                0.00             44,692,959.81
   A2                            437,408.29        13,323,173.98                0.00             13,552,380.06
   BB                            978,828.22         4,336,650.29                0.00              8,638,231.70
   X                                   0.00                 0.00                0.00                      0.00
   R                                   0.00                 0.00                0.00                      0.00
   </TABLE>


<PAGE>

                     CERTIFICATION

   I, Robert McGinnis, certify that:

   1. I have reviewed this annual report on Form 10-K and all reports
      on Form 8-K containing distribution or servicing reports filed
      in respect of periods included in the year covered by this
      annual report of C-Bass Mortgage Loan Asset-Backed Certificates
      Series 1999-CB5;

   2. Based on my knowledge, the information in these reports, taken as
      a whole, does not contain any untrue statement of a material fact
      or omit to state a material fact necessary to make the statements
      made, in light of the circumstances under which such statements
      were made, not misleading as of the last day of the period covered
      by this annual report; and

   3. Based on my knowledge, the distribution or servicing information
      required to be provided to the trustee by the servicer
      under the pooling and servicing, or similar, agreement for
      inclusion in these reports is included in these reports.

   4. Based on my knowledge and upon the annual compliance statement
      included in the report and required to be delivered to the trustee
      in accordance with the terms of the pooling and servicing, or
      similar, agreement, and except as disclosed in the reports, the
      servicer has fulfilled its obligations under the servicing agreement;
      and

   5. The reports disclose all significant deficiencies relating to the
      servicer's compliance with the minimum servicing standards based
      upon the report provided by an independent public accountant, after
      conducting a review in compliance with the Uniform Single Attestation
      Program for Mortgage Bankers or similar procedure, as set forth in the
      pooling and servicing, or similar, agreement, that is included in these
      reports.


  In giving the certifications above, I have reasonably relied on information
  provided to me by the following unaffiliated parties: The Bank of New York
  and Litton Loan Servicing, LP Deutsche.


  Dated: 7/19/04




                                           By:______________________________
                                                /s/ Robert McGinnis
						    President