**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON,DC 20549**

 

**FORM 10-K**

 

| **(Mark One)**                                                                                                                                                                                                                                                                                                                                        |
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| **ý**                                                                                                                                                                                                                                                                                                                                            |   | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934** |
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| **For the fiscal year ended December 31, 2003**                                                                                                                                                                                                                                                                                                       |
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| **or**                                                                                                                                                                                                                                                                                                                                                |
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| **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 OneFunding, LLC, as Depositor**

 

**on behalf of**

 

**CAPITAL ONEMULTI-ASSET EXECUTION TRUST**

(Exact name of registrant asspecified 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  1048  Glen Allen, Virginia** |   | **23059**                             |
| (Address of principal  executive offices)                                                   |   | (Zip Code)                            |

 

 

Registrant’s telephone number, including area code: **(804) 967-1000**

 

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 reportsrequired to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.  Yes  ý*    No  o

 

Indicate by check mark if disclosure of delinquent filers pursuant toItem 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 informationstatements incorporated by reference in Part III of this Form 10-K or anyamendment 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 market value of the voting and non-voting commonequity held by non-affiliates of the registrant computed by reference to theprice at which the common equity was last sold, or the average bid and askedprice of such common equity, as of the last business day of the registrant’smost recently completed second fiscal quarter.

 

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

 

Documents incorporated by reference: None.

 

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* On August 24, 1995,Sears Receivables Financing Group, Inc., as originator of Sears Credit AccountMaster Trust II, was issued a no-action letter (“No-Action Letter”) by theSecurities and Exchange Commission with respect to certain of the registrant’sreporting requirements 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 Form 10-K (the “Report”) is filed with respect toCapital One Multi-asset Execution Trust (the “Trust”), a statutory trust formedunder the laws of the State of Delaware pursuant to an Amended and RestatedTrust Agreement, dated as of October 9, 2002 (the “Trust Agreement”), betweenCapital One Funding, LLC, as beneficiary and as a transferor, and Deutsche BankTrust Company Delaware, as owner 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.**

 

Omittedpursuant to the No-Action Letter.

 

**Item 3.****                                       ****Legal Proceedings.**

 

Theregistrant knows of no material pending legal proceedings with respect to theTrust, involving the Trust, the Owner Trustee (in its capacity as such), theIndenture Trustee (in its capacity as such), the Trust’s assets, Capital OneBank (in its capacity asservicer under the Pooling and Servicing Agreement), or Capital One Funding,LLC, other than routine litigation incidental to the business of the Trust, theOwner Trustee (in its capacity assuch), the Indenture Trustee (in its capacity as such), Capital One Bank (in its capacity asservicer) or Capital One Funding, LLC.

 

**Item 4.****                                       ****Submission of Matters to aVote of Security Holders.**

 

None.

 

**PART II**

 

**Item 5.****                                       ****Market for Registrant’sCommon Equity and Related Stockholder Matters.**

 

Tothe best knowledge of the registrant, there is no established public tradingmarket for the Notes.

 

Each publicly-offered tranche of the Trust’s Notes is delivered andheld in book entry form through the facilities of The Depository Trust Company(“DTC”), a “clearing agency” registered pursuant to the provisions of Section17A of the Securities Exchange Act of 1934, as amended.  Each publicly-offered tranche of the Trust’sNotes is represented by one or more certificates registered in the name of Cede& Co. (“Cede”), the nominee of DTC.

 

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**Item 6.****                                       ****Selected Financial Data.**

 

Omittedpursuant to the No-Action Letter.

 

**Item 7.****                                       ****Management’s Discussion andAnalysis of Financial Condition and Results of Operations.**

 

Omittedpursuant to the No-Action Letter.

 

**Item 7A.****                              ****Quantitative and QualitativeDisclosures About Market Risk.**

 

Notapplicable.

 

**Item 8.****                                       ****Financial Statements andSupplementary Data.**

 

Omittedpursuant to the No-Action Letter.

 

**Item 9.****                                       ****Changes in and Disagreementswith Accountants on Accounting and Financial Disclosure.**

 

None.

 

**Item 9A.****                              ****Controls and Procedures.**

 

Notapplicable.

 

**PART III**

 

**Item 10.****                                ****Directors and ExecutiveOfficers of the Registrant.**

 

Omittedpursuant to the No-Action Letter.

 

**Item 11.****                                ****Executive Compensation.**

 

Omittedpursuant to the No-Action Letter.

 

**Item 12.****                                ****Security Ownership of CertainBeneficial Owners and Management and Related Stockholder Matters.**

 

Each publicly-offered tranche of Notes is represented by one or morecertificates registered in the name of Cede, the nominee of DTC, and aninvestor holding an interest in such tranche of Notes is not entitled toreceive a certificate representing such interest except in limitedcircumstances set forth in the Indenture. Accordingly, Cede is the sole holder of record of such Notes, which itholds on behalf of brokers, dealers, banks, and other direct participant in theDTC system.  Such direct participantsmay hold the Notes for their own accounts or for the

 

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accounts oftheir customers.  The name and addressof Cede is Cede & Co., c/o The Depository Trust Company, 55 Water Street,New York, NY  10041.

 

**Item 13.****                                ****Certain Relationships andRelated Transactions.**

 

The registrant knows of no transaction or series of transactions duringthe most recently completed fiscal year, or any currently proposed transactionor series of transactions, in an amount exceeding $60,000, involving the Trustin which any Noteholder identified in Item 12 above or any other beneficialowner of more than five percent of such Notes known to the registrant had orwill have a direct or indirect material interest.

 

**Item 14.****                                ****Principal Accounting Fees andServices.**

 

Notapplicable.

 

**PART IV**

 

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

 

(a)          (1)  Omitted pursuant to theNo-Action Letter.

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

(3)  The exhibits filed in response to Item 601 of Regulation S-K arelisted in the Exhibit Index.

 

(b)                                 Reports on Form 8-K.

The followingCurrent Reports on Form 8-K were filed by the registrant during, or otherwiserelating to, 2003:

 
| **Date**            |   | **Items Reported** |
|---------------------|--------|--------------------|
|                |   |               |
| January 9,  2003    |   | Items 5 and  7     |
| February 11,  2003  |   | Items 5 and  7     |
| March 10,  2003     |   | Items 5 and  7     |
| April 10,  2003     |   | Items 5 and  7     |
| May 12, 2003        |   | Items 5 and  7     |
| May 16, 2003        |   | Items 5 and  7     |
| June 11,  2003      |   | Items 5 and  7     |
| July 10,  2003      |   | Items 5 and  7     |
| August 11,  2003    |   | Items 5 and  7     |
| August 12,  2003    |   | Items 5 and  7     |
| August 15,  2003    |   | Items 5 and  7     |
| September  10, 2003 |   | Items 5 and  7     |
| September  11, 2003 |   | Items 5 and  7     |

 

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| September  23, 2003 |   | Items 5 and  7 |
|---------------------|--------|----------------|
| October 1,  2003    |   | Items 5 and  7 |
| October 10,  2003   |   | Items 5 and  7 |
| October 17,  2003   |   | Items 5 and  7 |
| November 3,  2003   |   | Items 5 and  7 |
| November 10,  2003  |   | Items 5 and  7 |
| November 14,  2003  |   | Items 5 and  7 |
| December 3,  2003   |   | Items 5 and  7 |
| December 10,  2003  |   | Items 5 and  7 |
| January 6, 2004     |   | Items 5 and  7 |
| January 12,  2004   |   | Items 5 and  7 |

 

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

 

(d)                               Omitted pursuant to 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 30, 2004 |                                    |

 

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**EXHIBITINDEX**

 

Exhibit No.

 

31.1                           Certification pursuant to Section 302 of theSarbanes-Oxley Act of 2002 and relevant rules and regulations of the Securitiesand Exchange Commission.

 

99.1                           2003 Annual Noteholders’ Statement prepared bythe Servicer.

 

99.2                           Annual Independent Accountants’ Reportpursuant to Section 3.06 of the Pooling and Servicing Agreement.

 

99.3                           Report of Management on Compliance.

 

99.4                           AnnualStatement of Compliance from the Servicer.

 

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