**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

**FORM10-K**

 

 
| (Mark One)                                       |
|--------------------------------------------------|
| **ý**                                       | ** ** | **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**                                           |
| ** **                                       | ** ** | ** ** |
| **o**                                            | ** ** | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |

 

**For the transition period from                         to                         **

 

**Commissionfile number 333-75276**

 

**Capital One Funding, LLC, asDepositor**

 

**onbehalf of**

 

**CAPITAL ONE MULTI-ASSET EXECUTIONTRUST**

(Exactname of registrant as specified in its charter)

 

| **Delaware**                                                                                                 | **Not  applicable**                   |
|--------------------------------------------------------------------------------------------------------------|---------------------------------------|
| (State  or other jurisdiction  of incorporation or organization)                                             | (I.R.S.  Employer Identification No.) |
|                                                                                                         |                                  |
| **c/o  Capital One Funding, LLC********140 East Shore Drive********Room 1071-B********Glen Allen, Virginia** | **23059**                             |
| (Address  of principal executive offices)                                                                    | (Zip  Code)                           |

 

Registrant’s telephonenumber, including area code: **(804) 290-6959**

 

Securities registeredpursuant to Section 12(b) of the Act:  **None.**

 

Securities registeredpursuant to Section 12(g) of the Act:  **None**

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.  Yes  ý*    No  o

 

 

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-K is notcontained herein, and will not be contained, to the best of registrant’sknowledge, in definitive proxy or information statements incorporated byreference in Part III of this Form 10-K or any amendment to this Form 10-K.  ý

 

Indicate by check mark whether the registrant is an accelerated filer(as defined in Exchange Act Rule 12b-2).  Yes   o    No ý

 

State the aggregate marketvalue of the voting and non-voting common equity held by non-affiliates of theregistrant computed by reference to the price at which the common equity waslast sold, or the average bid and asked price of such common equity, as of thelast business day of the registrant’s most recently completed second fiscalquarter.

 

Registrant does not have anyvoting or non-voting common equity.

 

Documents incorporated byreference:  None.

 

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*  On August 24, 1995, Sears ReceivablesFinancing Group, Inc., as originator of Sears Credit Account Master Trust II,was issued a no-action letter (“No-Action Letter”) by the Securities andExchange Commission with respect to certain of the registrant’s reportingrequirements pursuant to Section 13 or 15(d) of the Act.  This Form 10-K has been prepared inaccordance with the terms of the No-Action Letter.

 

 

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**PART I**

 

**Item 1.****                                                          ****Business.**

 

This Annual Report on Form10-K (the “Report”) is filed with respect to Capital One Multi-asset ExecutionTrust (the “Trust”), a statutory trust formed under the laws of the State ofDelaware pursuant to an Amended and Restated Trust Agreement, dated as of October9, 2002 (the “Trust Agreement”), between Capital One Funding, LLC, asbeneficiary and as a transferor, and Deutsche Bank Trust Company Delaware, asowner trustee (the “Owner Trustee”).  Capitalized terms not defined in thisReport have the meaning assigned to them in the Trust Agreement or, if notdefined in the Trust Agreement, in the Indenture, dated as of October 9, 2002(the “Indenture”), between Capital One Multi-asset Execution Trust, as Issuer,and The Bank of New York, as Indenture Trustee (the “Indenture Trustee”).

 

**Item 2.****                                                          ****Properties.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 3.****                                                          ****LegalProceedings.**

 

The registrant knows of nomaterial pending legal proceedings with respect to the Trust, involving theTrust, the Owner Trustee (in its capacity as such), the Indenture Trustee (inits capacity as such), the Trust’s assets, Capital One Bank (in its capacity as servicer under thePooling and Servicing Agreement), or Capital One Funding, LLC, other thanroutine litigation incidental to the business of the Trust, the Owner Trustee (in its capacityas such), the Indenture Trustee (in its capacity as such), Capital One Bank (in its capacity asservicer) or Capital One Funding, LLC.

 

**Item 4.****                                                          ****Submissionof Matters to a Vote of Security Holders.**

 

None.

 

**PART II**

 

**Item 5.****                                                          ****Marketfor Registrant’s Common Equity and Related Stockholder Matters.**

 

To the best knowledge of theregistrant, there is no established public trading market for the Notes.

 

Each publicly-offeredtranche of the Trust’s Notes is delivered and held in book entry form throughthe facilities of The Depository Trust Company (“DTC”), a “clearing agency”registered pursuant to the provisions of Section 17A of the Securities ExchangeAct of 1934, as amended.  Eachpublicly-offered tranche of the Trust’s Notes is represented by one or morecertificates registered in the name of Cede & Co. (“Cede”), the nominee ofDTC.

 

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**Item 6.****                                                          ****SelectedFinancial Data.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 7.****                                                          ****Management’sDiscussion and Analysis of Financial Condition and Results of Operations.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 7A.****                                                 ****Quantitativeand Qualitative Disclosures About Market Risk.**

 

Not applicable.

 

**Item 8.****                                                          ****FinancialStatements and Supplementary Data.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 9.****                                                          ****Changesin and Disagreements with Accountants on Accounting and Financial Disclosure.**

 

None.

 

**Item 9A.****                                                 ****Controlsand Procedures.**

 

Not applicable.

 

**PART III**

 

**Item 10.****                                                   ****Directorsand Executive Officers of the Registrant.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 11.****                                                   ****ExecutiveCompensation.**

 

Omitted pursuant to theNo-Action Letter.

 

**Item 12.****                                                   ****SecurityOwnership of Certain Beneficial Owners and Management and Related StockholderMatters.**

 

Each publicly-offeredtranche of Notes is represented by one or more certificates registered in thename of Cede, the nominee of DTC, and an investor holding an interest in suchtranche of Notes is not entitled to receive a certificate representing suchinterest except in limited circumstances set forth in the Indenture.  Accordingly, Cede is the sole holder ofrecord of such Notes, which it holds on behalf of brokers, dealers, banks, andother direct participant in the DTC system. Such direct participants may hold the Notes for their own accounts orfor the 

 

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accounts of their customers.  Thename and address of Cede is Cede & Co., c/o The Depository Trust Company,55 Water Street, New York, NY  10041.

 

**Item 13.****                                                   ****CertainRelationships and Related Transactions.**

 

The registrant knows of notransaction or series of transactions during the most recently completed fiscalyear, or any currently proposed transaction or series of transactions, in anamount exceeding $60,000, involving the Trust in which any Noteholderidentified in Item 12 above or any other beneficial owner of more than fivepercent of such Notes known to the registrant had or will have a direct orindirect material interest.

 

**Item 14.****                                                   ****PrincipalAccounting Fees and Services.**

 

Not applicable.

 

**PART IV**

 

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

 

(a)          (1)  Omitted pursuant to the No-Action Letter.

                        (2)  Omitted pursuant to the No-Action Letter.

                        (3)  The exhibits filed in response to Item 601 ofRegulation S-K are listed in the Exhibit Index.

 

(b)                                 Reports on Form8-K.

                                                The followingCurrent Reports on Form 8-K were filed by the registrant during, or otherwiserelating to, 2004:

 
| **Date**          | ** ** | **Items  Reported** |
|-------------------|------------|---------------------|
| January 6, 2004   |       | Items 5 and 7       |
| January 12, 2004  |       | Items 5 and 7       |
| January 29, 2004  |       | Items 5 and 7       |
| February 10, 2004 |       | Items 5 and 7       |
| February 11, 2004 |       | Items 5 and 7       |
| March 3, 2004     |       | Items 5 and 7       |
| March 10, 2004    |       | Items 5 and 7       |
| March 11, 2004    |       | Items 5 and 7       |
| March 17, 2004    |       | Items 5 and 7       |
| March 17, 2004    |       | Items 5 and 7       |
| April 12, 2004    |       | Items 5 and 7       |
| April 13, 2004    |       | Items 5 and 7       |
| April 20, 2004    |       | Items 5 and 7       |
| May 12, 2004      |       | Items 5 and 7       |

 

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| June 10, 2004      |   | Items 5 and 7       |
|--------------------|--------|---------------------|
| June 15, 2004      |   | Items 5 and 7       |
| June 15, 2004      |   | Items 5 and 7       |
| July 12, 2004      |   | Items 5 and 7       |
| July 20, 2004      |   | Items 5 and 7       |
| July 22, 2004      |   | Items 5 and 7       |
| August 11, 2004    |   | Items 5 and 7       |
| September 7, 2004  |   | Items 8.01 and 9.01 |
| September 10, 2004 |   | Items 8.01 and 9.01 |
| September 13, 2004 |   | Items 8.01 and 9.01 |
| October 12, 2004   |   | Items 8.01 and 9.01 |
| October 14, 2004   |   | Items 8.01 and 9.01 |
| November 9, 2004   |   | Items 8.01 and 9.01 |
| November 22, 2004  |   | Items 8.01 and 9.01 |
| November 29, 2004  |   | Items 8.01 and 9.01 |
| December 1, 2004   |   | Item 8.01           |
| December 10, 2004  |   | Items 8.01 and 9.01 |
| January 12, 2005   |   | Items 8.01 and 9.01 |

 

(c)                                  See subparagraph(a)(3) above.

 

(d)                                 Omitted pursuantto the No-Action Letter.

 

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**SIGNATURES**

 

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

 
|   | Capital One Multi-asset  Execution Trust

(Registrant) |
|--------|--------------------------------------------------------|
|   |                                                   |   |
|   | By:                                                    | Capital One Funding, LLC |
|   |                                                   | (Depositor) |
|   |                                                   |   |
|   | By:                                                    | /s/ Stephen Linehan |
|   |                                                   | Stephen Linehan |
|   |                                                   | President |

 

Date: March 31, 2005

 

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**EXHIBIT INDEX**

 
| **Exhibit No.** |   |                                                                                                                                                    |
|-----------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------|
|            |   |                                                                                                                                                    |
| 31.1            |   | Certification  pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 and relevant rules  and regulations of the Securities and Exchange Commission. |
|            |   |                                                                                                                                                    |
| 99.1            |   | 2004 Annual Noteholders’ Statement prepared by the Servicer.                                                                                       |
|            |   |                                                                                                                                                    |
| 99.2            |   | Report  of Independent Registered Public Accounting Firm pursuant to Section 3.06 of  the Pooling and Servicing Agreement.                              |
|            |   |                                                                                                                                                    |
| 99.3            |   | Report  of Management on Compliance.                                                                                                                    |
|            |   |                                                                                                                                                    |
| 99.4            |   | Annual  Statement of Compliance from the Servicer.                                                                                                      |
|            |   |                                                                                                                                                    |

 

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