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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549



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FORM 10-K



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(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
|- | ----------------------------------------------------------------------------------------



For the transition period from  to



Commission file number: 333-110039-11



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UPFC Auto Receivables Trust 2004-A

(Exact name of registrant as specified in its charter)



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|                                                                                                      |  |                                     
|----------------------------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                                              |  | 201402255                           
|(State or other jurisdiction of incorporation or organization)                                        |  | (I.R.S. employer identification no.)
|                                                                                                      | 
|United Auto Credit Corporation (as Servicer) 3990 Westerly Place, Suite 200 Newport Beach, California |  | 92660                               
|(Address of principal executive offices)                                                              |  | (Zip Code)                          



Registrants
telephone number, including area code (949) 224-1244



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Securities registered pursuant to Section 12(b) of the Act: None.



Securities registered pursuant to Section 12(g) of the Act: None.



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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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 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.  x



DOCUMENTS INCORPORATED BY REFERENCE: See
Index to Exhibits, Exhibits 20.1 and 20.4.



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TABLE OF CONTENTS



|                                                                                              |  |  
|--------------------------------------------------------------------------------------------- |  | -
|PART I                                                                                        |  |  
|                                                                                              | 
|Item 1.
Business                                                                              |  | 3
|                                                                                              | 
|Item 2.
Properties                                                                            |  | 3
|                                                                                              | 
|Item 3.
Legal Proceedings                                                                     |  | 3
|                                                                                              | 
|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                 |  | 4
|                                                                                              | 
|Item 6.
Selected Financial Data                                                               |  | 4
|                                                                                              | 
|Item 7.
Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 4
|                                                                                              | 
|Item 7A.
Quantitative and Qualitative Disclosure About Market Risk                            |  | 4
|                                                                                              | 
|Item 8.
Financial Statements and Supplementary Data                                           |  | 4
|                                                                                              | 
|Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure  |  | 4
|                                                                                              | 
|Item 9A.
Controls and Procedures                                                              |  | 4
|                                                                                              | 
|Item 9B.
Other Information                                                                    |  | 4
|                                                                                              | 
|PART III                                                                                      |  |  
|                                                                                              | 
|Item 10.
Directors and Officers of the Registrant                                             |  | 5
|                                                                                              | 
|Item 11.
Executive Compensation                                                               |  | 5
|                                                                                              | 
|Item 12.
Security Ownership of Certain Beneficial Owners and Management                       |  | 5
|                                                                                              | 
|Item 13.
Certain Relationships and Related Transactions                                       |  | 5
|                                                                                              | 
|Item 14.
Principal Accountant Fees and Services.                                              |  | 5
|                                                                                              | 
|PART IV                                                                                       |  |  
|                                                                                              | 
|Item 15.
Exhibits and Financial Statement Schedules                                           |  | 6
|                                                                                              | 
|SIGNATURES                                                                                    |  | 7
|                                                                                              | 
|INDEX TO EXHIBITS                                                                             |  | 9
|                                                                                              | 
|EXHIBIT 20.2                                                                                  |  |  
|                                                                                              | 
|EXHIBIT 20.3                                                                                  |  |  
|                                                                                              | 
|EXHIBIT 23                                                                                    |  |  



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##### Table of Contents

PART I



Item 1. Business



Not applicable.



Item 2. Properties



The Commission declared
effective a Registration Statement on Form S-3 (File No. 333-110039) under the Securities Act of 1933 as amended (the Securities Act) on November 5, 2003, providing for the issuance by Ace Securities Corp. (Originator) of
several series of asset-backed securities through a series of trusts to be originated by the Originator. The UPFC Auto Receivables Trust 2004-A (the Trust) is one of the trusts to be so originated and the Trust issued the following
securities, consisting of Automobile Receivables Backed Notes in three classes, pursuant to a prospectus dated as of September 3, 2004 consisting of a prospectus supplement and base prospectus (the Prospectus):



|                      |  |                
|--------------------- |  | ---------------
|$109,000,000 1.93903% |  | Class A-1 Notes
|$179,000,000 2.56%    |  | Class A-2 Notes
|$132,000,000 3.27%    |  | Class A-3 Notes



The Class A-1 Notes, Class A-2 Notes,
and Class A-3 Notes (the Notes) were issued by the Trust on September 22, 2004. The Notes are secured by the assets of the Trust. The Notes were issued in fully-registered form. As more fully described in the Prospectus, the assets of
the Trust include (i) a pool of sub-prime retail installment contracts secured by liens on new and pre-owned automobiles and light trucks (Receivables) and (ii) certain accounts maintained by the Trustee on behalf of the
Trust, including all investments held thereby and all income from the investment of funds therein and all proceeds therefrom. The Trust did not issue any certificates representing ownership interests in the assets of the Trust pursuant to the
Prospectus, but did issue certificates to UPFC Auto Receivables Corp. The certificates issued to UPFC Auto Receivables Corp. are not registered pursuant to the Registration Statement, as amended.



Information as to the number of Receivables remaining in the Trust, the aggregate unpaid
principal balance thereof, the decrease therein, delinquencies on the Receivables, collections of principal and interest made, fees paid to the servicer and the amount of the Policy are set forth in the exhibits attached hereto or incorporated
herein in response to Item 16, below.



Item 3. Legal Proceedings



The Registrant knows of
no material pending legal proceedings with respect to the Trust involving the Trust, the trustee, the seller or the servicer.



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



No matter was submitted to a vote of the holders of the Securities during the fiscal year covered by this Report.



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PART II



Item 5. Market for Registrants Common Equity and Related Stockholder Matters



As of March 29, 2005, there were only two holders of record of the Securities. See also Item 12. Security Ownership of Certain Beneficial Owners and Management. There was
no principal market in which the Securities traded.



Item 6. Selected Financial Data



Omitted.



Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations



Omitted.



Item 7A. Quantitative and Qualitative Disclosure About Market Risk



Omitted.



Item 8. Financial Statements and Supplementary Data



Omitted.



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



None.



Item 9A. Controls and Procedures



Omitted.



Item 9B. Other Information



None.



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PART III



Item 10. Directors and Officers of the Registrant



Omitted.



Item 11. Executive Compensation



Omitted.



Item 12. Security Ownership of Certain Beneficial Owners and Management



As of March 29, 2005, UPFC Auto Receivables Corp. was the only holder of record which beneficially owns more than 5% of the Certificates. The dollar and percentage amounts reflected in the table below are based upon
the face amount of the Certificates as of the Closing Date, and do not reflect amortization, if any, since that date.



|                                                                                           |  |                                          |  |                                            |  
|------------------------------------------------------------------------------------------ |  | ---------------------------------------- |  | ------------------------------------------ | -
|Name and Address of Participant                                                            |  | Amount of CertificatesBeneficially Owned |  | Percent of Certificates Beneficially Owned |  
|UPFC Auto Receivables Corp. 3990 Westerly Place, Suite
200 Newport Beach, California 92660 |  | no face amount(residual value)           |  | 100                                        | %



Item 13. Certain Relationships and Related Transactions



There have not been any transactions or series of transactions since the start of the Trusts last fiscal year between the Trust and any Certificateholder which is identified as the beneficial owner of more than 5% of the Certificates
in Item 12, above.



Item 14. Principal Accountant Fees and Services.



Omitted.



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PART IV



Item 15. Exhibits and Financial Statement Schedules



(a) The following documents are filed as part of this Report:



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|20.1          |  | Current Report on Form 8-K filed during the period covered by this report for (i) the October 15, 2004 Distribution Date (incorporated herein by reference to the UPFC Auto Receivables Trust
2004-A Form 8-K filed on October 27, 2004, file number 333-110039-11), (ii) the November 15, 2004 Distribution Date (incorporated herein by reference to the UPFC Auto Receivables Trust 2004-A Form 8-K filed on November 24, 2004, file number
333-110039-11, and the UPFC Auto Receivables Trust 2004-A Form 8-K/A filed on December 1, 2004, file number 333-110039-11) and (iii) the December 15, 2004 Distribution Date (incorporated herein by reference to the UPFC Auto Receivables Trust 2004-A
Form 8-K filed on December 22, 2004, file number 333-110039-11)
|              | 
|20.2          |  | Report of Independent Accountants dated March 29, 2005 regarding Report on Managements Assertion on Compliance with Specified Minimum Servicing Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|              | 
|20.3          |  | Annual Statement of Compliance by Servicer dated December 31, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|              | 
|20.4          |  | Consolidated financial statements of Ambac Assurance Corporation and Subsidiaries as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004
(incorporated by reference from the Annual Report on Form 10-K of Ambac Financial Group, Inc. for the year ended December 31, 2004 (file # 1-10777) as filed on or about March 15, 2005)                                                                                                                                                                                                                                                                                                                                                                                     
|              | 
|23            |  | Written Consent of KPMG LLP, independent registered public accounting firm of Ambac Assurance Corporation and Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



(b) Reports on Form 8-K: All reports
filed on Form 8-K required to be disclosed are identified above in response to Item 15(a).



(c) Omitted.



(d) Omitted.



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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.



|                     |  |                                                 |  |                                      
|-------------------- |  | ----------------------------------------------- |  | -------------------------------------
|                     |  | UPFC AUTO RECEIVABLES TRUST 2004-A             
|                     | 
|                     |  | BY: United Auto Credit Corporation, as Servicer
|                     |  |                                                
|Date: March 29, 2005 |  | By:                                             |  | /s/    GARLAND KOCH                  
|                     |  |                                                 |  | Garland Koch, Chief Financial Officer



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Certification



I, Garland Koch, 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 UPFC Auto Receivables Trust 2004-A;                                                                                                                                                                                    
|   | 
|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;                                                                     
|   | 
|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. |  | I am responsible for reviewing the activities performed by the servicer under the pooling and servicing, or similar, agreement and based upon my knowledge and the annual compliance review
required under that agreement, and except as disclosed in the reports, the servicer has fulfilled its obligations under that 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 party: Deutsche Bank Trust Company Americas.



|                     |  |                                                                               
|-------------------- |  | ------------------------------------------------------------------------------
|Date: March 29, 2005 |  | /s/    GARLAND KOCH                                                           
|                     |  | Garland Koch, Chief Financial Officer United Auto
Credit Corporation, Servicer



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INDEX TO EXHIBITS



|            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|20.1        |  | Current Report on Form 8-K filed during the period covered by this report for (i) the October 15, 2004 Distribution Date (incorporated herein by reference to the UPFC Auto Receivables Trust
2004-A Form 8-K filed on October 27, 2004, file number 333-110039-11), (ii) the November 15, 2004 Distribution Date (incorporated herein by reference to the UPFC Auto Receivables Trust 2004-A Form 8-K filed on November 24, 2004, file number
333-110039-11, and the UPFC Auto Receivables Trust 2004-A Form 8-K/A filed on December 1, 2004, file number 333-110039-11) and (iii) the December 15, 2004 Distribution Date (incorporated herein by reference to the UPFC Auto Receivables Trust 2004-A
Form 8-K filed on December 22, 2004, file number 333-110039-11)
|            | 
|20.2        |  | Report of Independent Accountants dated March 29, 2005 regarding Report on Managements Assertion on Compliance with Specified Minimum Servicing Standards                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|            | 
|20.3        |  | Annual Statement of Compliance by Servicer dated December 31, 2004                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|20.4        |  | Consolidated financial statements of Ambac Assurance Corporation and Subsidiaries as of December 31, 2004 and 2003, and for each of the three years in the period ended December 31, 2004
(incorporated by reference from the Annual Report on Form 10-K of Ambac Financial Group, Inc. for the year ended December 31, 2004 (file # 1-10777) as filed on or about March 15, 2005)                                                                                                                                                                                                                                                                                                                                                                                     
|            | 
|23          |  | Written Consent of KPMG LLP, independent registered public accounting firm of Ambac Assurance Corporation and Subsidiaries                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



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