**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, DC 20549**

 

**FORM 10-K**

 

**(Mark One)**

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

 

**For the fiscal year ended December 31,2005**

 

**or**

 

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

 

**For the transition period from                          to                          **

 

**Commission file number 333-75276**

 

**Capital One Funding, LLC, as Depositor**

 

**on behalf of**

 

**CAPITAL ONE MULTI-ASSET EXECUTION TRUST**

(Exact name 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 mark if the registrant is a well-known seasonedissuer, as defined in Rule 405 of the Securities Act.  ̈  Yes   ý  No

 

Indicate bycheck mark if the registrant is not required to file reports pursuant to Section 13or Section 15(d) of the Act.  ̈  Yes   ý  No

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes  ý*   No   ̈

 

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

 

Indicateby check mark whether the registrant is a large accelerated filer, anaccelerated filer, or a non-accelerated filer. (See definition of “acceleratedfiler” and “large accelerated filer” in Rule 12b-2 of the Exchange Act.(check one)

 

Large accelerated filer    ̈  Accelerated filer    ̈  Non-accelerated filer   ý

 

Indicate bycheck mark whether the registrant is shell company (as defined in Rule 12b-2of the Act) .  ̈  Yes   ý  No

 

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.

 

Registrantdoes not have any voting or non-voting common equity.

 

Documents incorporated byreference:  **None.**

 

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*On August 24,1995, Sears Receivables Financing Group, Inc., as originator of SearsCredit Account Master Trust II, was issued a no-action letter (“No-ActionLetter”) by the Securities and Exchange Commission with respect to certain ofthe registrant’s reporting requirements pursuant to Section 13 or 15(d) ofthe Act. This Form 10-K has been prepared in accordance with the terms ofthe No-Action Letter.

 

 

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**PART I**

 

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

 

This Annual Report on Form 10-K (the “Report”) is filed withrespect to Capital One Multi-asset Execution Trust (the “Trust”), a statutorytrust formed under the laws of the State of Delaware pursuant to an Amended andRestated Trust Agreement, dated as of October 9, 2002 (the “TrustAgreement”), between Capital One Funding, LLC, as beneficiary and as atransferor, and Deutsche Bank Trust Company Delaware, as owner trustee (the “OwnerTrustee”). Capitalized terms not defined in this Report have the meaningassigned to them in the Trust Agreement or, if not defined in the TrustAgreement, in the Indenture, dated as of October 9, 2002, as amended andrestated as of January 13, 2006 (the “Indenture”), between Capital OneMulti-asset Execution Trust, as Issuer, and The Bank of New York, as IndentureTrustee (the “Indenture Trustee”).

 

**Item 1A.****                 RiskFactors.**

 

Not applicable.

 

**Item 1B.****                 UnresolvedStaff Comments.**

 

Not applicable.

 

**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 a Vote of Security Holders.**

 

None.

 

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**PART II**

 

**Item 5.****               ****Market for Registrant’sCommon Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities.**

 

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 TrustCompany (“DTC”), a “clearing agency” registered pursuant to the provisions of Section 17Aof the Securities Exchange Act of 1934, as amended. Each publicly-offeredtranche of the Trust’s Notes is represented by one or more certificatesregistered in the name of Cede & Co. (“Cede”), the nominee of DTC.

 

**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 and Supplementary 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.

 

**Item 9B.****                 OtherInformation.**

 

Not applicable.

 

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**PART III**

 

**Item 10.****                ****Directors and Executive Officers 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 holderof record of such Notes, which it holds on behalf of brokers, dealers, banks,and other direct participant in the DTC system. Such direct participants may holdthe Notes for their own accounts or for the accounts of their customers. Thename and address of Cede is Cede & Co., c/o The Depository TrustCompany, 55 Water Street, New York, NY 10041.

 

**Item 13.****                ****Certain Relationships and Related Transactions.**

 

The registrant knows of no transaction or series of transactionsduring the most recently completed fiscal year, or any currently proposedtransaction or series of transactions, in an amount exceeding $60,000,involving the Trust in which any Noteholder identified in Item 12 above or anyother beneficial owner of more than five percent of such Notes known to theregistrant had or will have a direct or indirect material interest.

 

**Item 14.****                ****Principal Accounting Fees and Services.**

 

Notapplicable.

 

**PART IV**

 

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

 

(a)          (1)  Omitted pursuant to the No-ActionLetter.

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

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

 

       (b)     See(a)(3) above.

 

(c)          Omittedpursuant to the No-Action Letter.

 

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**SIGNATURES**

 

Pursuantto the requirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized.

 

 
|                      | Capital One Funding, LLC                                                                 |
|---------------------------|------------------------------------------------------------------------------------------|
|                      | Acting  solely in its capacity as  depositor of Capital One Multi-asset  execution trust |
|                      |                                                                                     |
|                      | By:                                                                                      | /s/ Stephen Linehan |   |
|                      | Name:  Stephen  Linehan                                                        |
|                      | Title:  President,  Capital One Funding, LLC                                   |
|                      |                                                                                     |
|                      |                                                                                     |
| Date: March 29, 2006 |                                                                                     |

 

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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                 |       | 2005  Annual Noteholders’ Statement prepared by the Servicer.                                                                                                |
|                 |       |                                                                                                                                                              |
| 99.2                 |       | Annual  Independent Accountants’ Report 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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