** **

 

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**UNITEDSTATES**

**SECURITIESAND EXCHANGE COMMISSION**

** **

 

**Washington,D.C. 20549**

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**FORM10-K**

 

 

**FOR ANNUAL AND TRANSITIONREPORTSPURSUANT TO SECTIONS 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934**

**(Mark One)**

ý                                  **ANNUALREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

**For thefiscal year ended December 31, 2002.**

**or**

 ̈                                  **TRANSITIONREPORT PURSUANT TO SECTION 13 OR 15(d) OF THE ECURITIES EXCHANGE ACT OF 1934**

**For the transition period from            to**

 

**333-75276**

(CommissionFile Number)

 

**CAPITAL ONE FUNDING, LLC**

(asDepositor)

**CAPITAL ONE MULTI-ASSET EXECUTION TRUST**

(Exactname of registrant as specified in its charter)

 

**Delaware**

(Stateor Other Jurisdiction of Incorporation of the Issuer)

** **

**54-2058720**

(Registrant’sI.R.S. Employer Identification No.)

**Capital One Funding, LLC140 East Shore Drive,Room 1048Glen Allen, Virginia   23059**

(Addressand Telephone Number of Principal Executive Offices)

 

 

(FormerName or Former Address, if Changed Since Last Report)

 

 

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Securities registered pursuant to Section12(b) of the Securities Exchange Act of 1934:

                None.

 

Securities registered pursuant to Section12(g) of the Securities Exchange Act of 1934:

                None.

 

Indicate by check mark whether the registrant(1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

 

ý Yes   ̈ No

 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of thischapter) is not contained herein, and will not be contained, to the best ofregistrant’s knowledge, in definitive proxy or information statementsincorporated by reference in Part III of this Form 10-K or any amendment tothis Form 10-K.

 

Yes  ̈ No ý

 

Indicate by check mark whether the registrantis an accelerated filer (as defined in Exchange Act Rule 12b-2).

 

Yes  ̈ No ý

 

State the aggregate market value of thevoting and non-voting common equity held by non-affiliates computed byreference to the price at which the common equity was last sold, or the averagebid and asked price of such common equity, as of the last business day of theregistrant’s most recently completed second fiscal quarter.  None.

 

Registrant does not have any voting stock.

 

THEINDEX APPEARS ON PAGE 6

1

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**PART I**

 
| Item 1.     | **Business**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | This Annual Report on Form  10-K (the “Report”) is filed with respect to Capital One Multi-asset  Execution Trust (the “Trust”), a trust formed under the laws of the State of  Delaware pursuant to an Amended and Restated Trust Agreement, dated as of  October 9, 2002 (the “Trust Agreement”), between Capital One Multi-asset  Execution Trust, the registrant and Deutsche BankTrust Company Delaware, as  owner trustee (the “Owner Trustee”).   Certain information otherwise required to be included in this Report  by the Instructions to Form 10-K has been omitted in reliance on the letter  relief granted by the staff of the SEC to other companies in similar  circumstances. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Item 2.     | **Properties**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Item 3.     | **Legal  Proceedings**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | The registrant knows of no  material pending legal proceedings with respect to the Trust, involving the  Servicer, the Trust, the Owner-Trustee, the Indenture Trustee, the Trust Assets  or Capital One Funding, LLC.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Item 4.     | **Submission of Matters to a Vote of Security Holders**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | No matter was submitted to  a vote of Noteholders during fiscal year covered by this report.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| **PART II** |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Item 5.     | **Market  for Registrant’s Common Equity and Related Stockholder Matters**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | To the best knowledge of  the registrant, there is no established public trading market for the Notes.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | For purposes of this  report, “Noteholders” includes Class A Noteholders, Class B 

Noteholders and Class C Noteholders. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Not applicable. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Item 6.     | **Selected  Financial Data**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Item 7.     | **Management’s  Discussion and Analysis of Financial Condition and Results of Operations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| Item 7A.    | **Quantitative  and Qualitative Disclosures About Market Risk**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
| Item 8.     | **Financial  Statements and Supplementary Data**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|        | Not applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |

 

2

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|         |                                                                                      |            |
|--------------|-------------------------------------------------------------------------------------------|-----------------|
|         |                                                                                      |            |
|         |                                                                                      |            |
| 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**                       |
|         |                                                                                      |            |
|         | (a)                                                                                       | Not applicable. |
|         |                                                                                      |            |
|         | (b)                                                                                       | Not applicable. |
|         |                                                                                      |            |
|         | (c)                                                                                       | Not applicable. |
|         |                                                                                      |            |
| Item 13.     | **Certain  Relationships and Related Transactions**                                       |
|         |                                                                                      |            |
|         | (a)                                                                                       | Not applicable. |
|         |                                                                                      |            |
|         | (b)                                                                                       | Not applicable. |
|         |                                                                                      |            |
|         | (c)                                                                                       | Not applicable. |
|         |                                                                                      |            |
| Item 14.     | **Controls  and Procedures**                                                              |
|         |                                                                                      |            |
|         | Not applicable.                                                                           |
|         |                                                                                      |            |
| **PART IV**  |
|         |                                                                                      |            |
| Item 15.     | **Exhibits, Financial Statement Schedules, and Reports on  Form 8-K**                     |
|              |                                                                                           |                 |  |

 

 

3

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(a)                                  (1)                                  Not applicable.

 

(2)                                  Not applicable.

 

(3)                                  The exhibits filed inresponse to Item 601 of Regulation S-K are listed in the Exhibit Index.

 

(b)         Reports on Form8-K

 

Thefollowing Current Reports on Form 8-K were filed by the registrant during theyear ending December 31, 2002:

 
| **Date of  Report** |   | **Items Reported** |
|---------------------|--------|--------------------|
| November  12, 2002  |   | Items  5 and 7     |
| November  12, 2002  |   | Items  5 and 7     |
| December  10, 2002  |   | Items  5 and 7     |

** **

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

 

(d)   Not applicable.

 

4

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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                          |
|   | Chief Financial Officer                  |

 

**CERTIFICATIONS**

I, Stephen Linehan, certify that:

 

1.               I have reviewedthis annual report on Form 10-K, and all reports on Form 8-K containing distributionor servicing reports filed in respect of periods included in the year coveredby this annual report, of Capital One Multi-asset Execution Trust;

 

2.               Based on myknowledge, the information in these reports, taken as a whole, does not containany untrue statement of a material fact or omit to state a material factnecessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading as of the last day of theperiod covered by this annual report;

 

3.               Based on myknowledge, the distribution or servicing information required to be provided tothe Trustee by the Servicer under the Pooling and Servicing Agreement, forinclusion in these reports is included in these reports;

 

4.               Based on myknowledge and upon the annual compliance statement included in the reports andrequired to be delivered to the Trustee in accordance with the Pooling andServicing Agreement, and except as disclosed in the reports, the Servicer hasfulfilled its obligations under the servicing agreement; and

 

5.               The reportsdisclose all significant deficiencies relating to the Servicer’s compliancewith the minimum servicing standards based upon the report provided by anindependent public accountant, after conducting a review in compliance with theattestation standards established by the American Institute of Certified PublicAccountants, as set forth in the Pooling and Servicing Agreement, that isincluded in these reports.

 
| March 31, 2003 | By:    | /s/  Stephen  Linehan |
|----------------|--------|---------------------------------|
|           |   | Stephen Linehan                 |
|           |   | Chief Financial Officer         |
|           |   | Capital One Funding, LLC        |

 

 

5

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**EXHIBIT INDEX**

 
| Exhibit 3.1    |   | Amended and Restated  Limited Liability Company Agreement of Capital One Funding, LLC dated as of  July 31, 2002 (File No. 333-75276).*                   |
|----------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |   |                                                                                                                                                      |
| Exhibit 3.2    |   | Amended and Restated Trust  Agreement Dated as of October 9, 2003 (Filed as part of the Registrant's  Current Report on Form 8-K dated October 9, 2002).* |
|           |   |                                                                                                                                                      |
| Exhibit 99.0:  |   | Capital One Multi-Asset  Execution Trust Aggregated Data for 2002.                                                                                        |
|           |   |                                                                                                                                                      |
| Exhibit  99.1: |   | Annual  Servicer’s Certificate.                                                                                                                      |
|           |   |                                                                                                                                                      |
| Exhibit 99.2:  |   | Annual Report of  Independent Public Accountants.                                                                                                         |

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* Incorporated by Reference

 

6

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