UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                               ------------------

                                   FORM 10-K/A

[X]      Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities
         Exchange Act of 1934 for the fiscal year ended December 31, 2003

[ ]      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  333-90830-05
                                                               ---------------

                ASSET BACKED FUNDING CORPORATION, 2003-CB2 Trust
         C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB2
             (Exact name of registrant as specified in its charter)


                                          65-1187880, 75-3117011, 75-3117021,
                                          75-3117024, 75-3117027, 75-3117029
          New York                              65-1187872, 65-1187874
 (State or other jurisdiction of           (IRS Employer Identification No.)
        incorporation)

c/o Asset Backed Funding Corporation
214 North Tyron Street
Charlotte, North Carolina                                   28255
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code : (703) 386-2400

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 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]

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

                   Documents incorporated by reference: None


<PAGE>

ASSET BACKED FUNDING CORPORATION
2003-CB2 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB2
-----------------------------------------------------------------------

Introductory Note

This Annual Report on Form 10-K is prepared in reliance on the no-action  letter
dated March 26, 1993 issued by the Securities and Exchange  Commission to Nomura
Asset Securities Corporation.

PART I

Item 1.  Business

         Omitted.

Item 2.  Properties

         Omitted.

Item 3.  Legal Proceedings

     The Registrant is not aware of any material legal  proceeding  with respect
to  Asset  Backed  Funding   Corporation,   as  depositor,   (the  "Depositor"),
Credit-Based Asset Servicing and  Securitization  LLC, as seller (the "Seller"),
Litton Loan Servicing LP, as servicer (the "Servicer"), and JPMorgan Chase Bank,
as trustee (the "Trustee"), as related to the Trust.

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

     No matter was  submitted  to a vote or  consent  of Holders of the  Offered
Certificates during the fiscal year covered by this report.

PART II

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

     There  is  currently  no   established   public   trading  market  for  the
certificates issued by the Trust.

     There are less than 300 participants in the DTC System.  As of December 31,
2003 the total  number of such DTC  participants  with  respect to each class of
certificates is set forth below:

       Class AF1          16
       Class AF2          3
       Class AF3          1
       Class AV1          1
       Class AV2          1
       Class M1           3
       Class M2           4
       Class B1           2
       Class B2           1

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 Disclosures 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

     There was no change of accountants or disagreement  with accountants on any
matter of accounting principles or practices or financial disclosure.

Item 9A. Controls and Procedures.

         Not Applicable.

                                      -2-
<PAGE>

PART III

Item 10. Directors and Executive Officers of the Registrant

         Omitted.

Item 11. Executive Compensation

         Omitted.

Item 12. Security Ownership of Certain Beneficial Owners and Management and
         Related Stockholder Matters

         Omitted.

Item 13. Certain Relationships and Related Transactions

         No reportable transactions have occurred.

Item 14. Item 14. Principal Accounting Fees and Services

         Omitted.

PART IV

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

(a)   Not Applicable

(b)   Monthly distribution date statements were filed as exhibits to
      Form 8-K on October 2, 2003, October 29, 2003 and November 26, 2003.

(c)   31.1     Rule 13a-14(a)/15d-14(a) Certification.

      99.1     Independent Accountants' Report for the year ended
               December 31, 2003.

      99.2     Annual Statement as to Compliance under the Pooling and
               Servicing Agreement for the year ended December 31, 2003.

(d)     Not Applicable

                                      -3-

<PAGE>

ASSET BACKED FUNDING CORPORATION
2003-CB2 Trust
C-BASS Mortgage Loan Asset-Backed Certificates, Series 2003-CB2
-----------------------------------------------------------------------

SIGNATURE

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.

                ASSET BACKED FUNDING CORPORATION, 2003-CB2 TRUST,
                C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB2

                By: LITTON LOAN SERVICING LP, as Servicer

                By: /s/ Larry B. Litton, Sr.
                    -----------------------------------------
                    Name:  Larry B. Litton, Sr.
                    Title: President and  CEO


               Date: March 26, 2004


                                      -4-


<PAGE>


SUPPLEMENTAL  INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The  registrant  has not sent an annual report or proxy material to its security
holders.  The registrant  will not be sending an annual report or proxy material
to its security holders subsequent to the filing of this form.

                                      -5-
<PAGE>

                                 EXHIBIT INDEX


Exhibit Description

31.1   Rule 13a-14(a)/15d-14(a) Certification.

99.1   Independent  Accountants' Report for the year ended December 31, 2003.

99.2   Annual Statement as to Compliance under the Pooling and Servicing
       Agreement for the year ended December 31, 2003.


                                      -6-
<PAGE>

                                  EXHIBIT 31.1
                     Rule 13a-14(a)/15d-14(a) Certification
                               ------------------

                                 2003-CB2 TRUST,
        C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2003-CB2


     I, Larry B. Litton,  Sr.,  President and Chief Executive  Officer of Litton
Loan Servicing LP, certify that:

     1. I have reviewed  this annual  report on Form 10-K/A,  and all reports on
Form 8-K containing a copy of the monthly  statement to certificate  holders set
forth in Section 4.06 of the Pooling and Servicing Agreement,  dated as of April
1, 2003 (the "Agreement"),  among Asset Backed Funding Corporation, as depositor
(the  "Depositor"),  Credit-Based  Asset  Servicing and  Securitization  LLC, as
seller (the "Seller"),  Litton Loan Servicing LP, as servicer (the  "Servicer"),
and JPMorgan Chase Bank, as trustee (the "Trustee"), filed in respect of periods
included in the year covered by this annual  report,  of the 2003-CB2 Trust (the
"Trust");

     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  information and the servicing
information  required to be provided  to the Trustee by the  Servicer  under the
Agreement is included in these reports;

     4. I am responsible for reviewing the activities  performed by the Servicer
under the Agreement and based upon the review required under that Agreement, and
except as disclosed in the report,  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  Agreement,  that is  included in these
reports.

     6.  In  giving  the  certifications  above,  I have  reasonably  relied  on
information provided to me by the following unaffiliated parties: JPMorgan Chase
Bank.


                        By:  /s/ Larry B. Litton, Sr.
                            -----------------------------------------
                            Larry B. Litton, Sr.
                            President and Chief Executive Officer


                      Date: March 26, 2004



                                      -7-

<page>



                                  EXHIBIT 99.1
                                  -----------


Deloitte & Touche LLP
Suite 2300
333 Clay Street
Houston, Texas  77002-4196
USA
tel +1 713 982 2000
fex +1 713 982 2001
www.deloitte.com

Independent Accountants' Report

To The Partners of Litton Loan Servicing LP:

     We have examined management's  assertion that Litton Loan Servicing LP (the
Company) has complied as of and for the year ended  December 31, 2003,  with its
established minimum servicing standards described in the accompanying Management
Assertion  Report dated  February 20, 2004.  Management is  responsible  for the
Company's compliance with those minimum servicing standards.  Our responsibility
is  to  express  an  opinion  on  management's  assertion  about  the  Company's
compliance based on our examination.

     Our  examination  was conducted in accordance  with  attestation  standards
established  by the  American  Institute of Certified  Public  Accountants  and,
accordingly,  included examining,  on a test basis, evidence about the Company's
compliance  with its  minimum  servicing  standards  and  performing  such other
procedures as we considered necessary in the circumstances.  We believe that our
examination  provides a reasonable  basis for our opinion.  Our examination does
not provide a legal  determination on the Company's  compliance with its minimum
servicing standards.

     In our opinion,  management's  assertion that the Company complied with the
aforementioned minimum servicing standards as of and for the year ended December
31, 2003, is fairly stated,  in all material  respects based on the criteria set
forth in Appendix I.


/s/ Deloitte & Touche LLP
---------------------------------------------

February 20, 2004

                                      -8-
<page>

APPENDIX I

MINIMUM SERVICING STANDARDS AS SET FORTH IN THE
MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE ATTESTATION PROGRAM
FOR MORTGAGE BANKERS

I.   CUSTODIAL BANK ACCOUNTS

1.   Reconciliations shall be prepared on a monthly basis for all custodial bank
     accounts and related bank clearing accounts. These reconciliations shall:

      .  be mathematically accurate;

      .  be prepared within forty-five (45) calendar days after the cutoff date;

      .  be reviewed and approved by someone other than the person who prepared
         the reconciliation; and

      .  document explanations for reconciling items.  These reconciling items
         shall be resolved within ninety (90) calendar days of their original
         identification.

2.   Funds of the servicing  entity shall be advanced in cases where there is an
     overdraft in an investor's or a mortgagor's account.

3.   Each  custodial   account  shall  be  maintained  at  a  federally  insured
     depository institution in trust for the applicable investor.

4.   Escrow  funds  held in  trust  for a  mortgagor  shall be  returned  to the
     mortgagor within thirty (30) calendar days of payoff of the mortgage loan.

II.  MORTGAGE PAYMENTS

1.   Mortgage  payments  shall be deposited into the custodial bank accounts and
     related bank clearing accounts within two business days of receipt.

2.   Mortgage  payments made in accordance with the  mortgagor's  loan documents
     shall be posted to the  applicable  mortgagor  records  within two business
     days of receipt.

3.   Mortgage  payments  shall be allocated to principal,  interest,  insurance,
     taxes or  other  escrow  items in  accordance  with  the  mortgagor's  loan
     documents.

4.   Mortgage  payments  identified  as  loan  payoffs  shall  be  allocated  in
     accordance with the mortgagor's loan documents.

III. DISBURSEMENTS

1.   Disbursements  made via wire  transfer on behalf of a mortgagor or investor
     shall be made only by authorized personnel.

2.   Disbursements  made on behalf of a mortgagor  or  investor  shall be posted
     within  two  business  days  to  the  mortgagor's  or  investor's   records
     maintained by the servicing entity.

3.   Tax and  insurance  payments  shall be made on or  before  the  penalty  or
     insurance policy  expiration dates, as indicated on tax bills and insurance
     premium notices, respectively, provided that such support has been received
     by the  servicing  entity at least thirty (30) calendar days prior to these
     dates.

4.   Any late payment  penalties paid in conjunction with the payment of any tax
     bill or insurance premium notice shall be paid from the servicing  entity's
     funds and not charged to the mortgagor,  unless the late payment was due to
     the mortgagor's error or omission.

5.   Amounts  remitted to investors per the  servicer's  investor  reports shall
     agree with cancelled  checks,  or other form of payment,  or custodial bank
     statements.

6.   Unused checks shall be safeguarded so as to prevent unauthorized access.

IV.  INVESTOR ACCOUNTING AND REPORTING

1.   The servicing  entity's investor reports shall agree with, or reconcile to,
     investors'  records  on a monthly  basis as to the total  unpaid  principal
     balance and number of loans serviced by the servicing entity.

V.   MORTGAGOR LOAN ACCOUNTING

1.   The servicing entity's mortgage loan records shall agree with, or reconcile
     to, the records of mortgagors with respect to the unpaid principal  balance
     on a monthly basis.

2.   Adjustments  on ARM loans shall be computed  based on the related  mortgage
     note and any ARM rider.

3.   Escrow accounts shall be analyzed,  in accordance with the mortgagor's loan
     documents, on at least an annual basis.

4.   Interest on escrow  accounts  shall be paid, or credited,  to mortgagors in
     accordance with the applicable state laws.

VI.  DELINQUENCIES

1.   Records  documenting  collection  efforts  shall be  maintained  during the
     period a loan is in default  and shall be updated  at least  monthly.  Such
     records shall  describe the entity's  activities  in monitoring  delinquent
     loans  including,  for example,  phone calls,  letters and mortgage payment
     rescheduling  plans in cases  where the  delinquency  is  deemed  temporary
     (e.g., illness or unemployment).

VII. INSURANCE POLICIES

1.   A fidelity bond and errors and  omissions  policy shall be in effect on the
     servicing entity  throughout the reporting period in the amount of coverage
     represented to investors in management's assertion.





LITTON LOAN SERVICING, LP
an affiliate of C-BASS
4828 Loop Central Drive                 Telephone 713.960.9676
Houston, Texas  77081                         Fax 713.966.8830


February 20, 2004

MANAGEMENT ASSERTION REPORT

     As of and for the year ended  December 31, 2003,  Litton Loan  Servicing LP
(the Company) has complied in all material  respects with the minimum  servicing
standards set forth in the Mortgage  Bankers  Association  of America's  Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same period,
Litton  Loan  Servicing  LP had in  effect  a  fidelity  bond in the  amount  of
$20,000,000 and an errors and omissions policy in the amount of $20,000,000.


/s/ Larry B. Litton, Sr.
-----------------------------------------
Larry B. Litton, Sr., President & CEO



/s/ Janice McClure
------------------------------------------
Janice McClure, Senior Vice President



                                      -9-
<PAGE>

                                  EXHIBIT 99.2
                        Annual Statement as to Compliance
                                  -----------


LITTON LOAN SERVICING, LP
an affiliate of C-BASS

4828 Loop Central Drive                 Telephone 713.960.9676
Houston, Texas  77081                         Fax 713.966.8830


February 20, 2004

Diane Wallace
JPMorgan Chase Bank
4 New York Plaza, 6th Floor
New York, NY  10004-2477

RE:  2003-CB2, C-BASS Mortgage Loan Asset-Backed Certificates

To Whom It May Concern:

     The  undersigned  officer of Litton Loan  Servicing  LP provides the Annual
Statement as to Compliance  as required by the Pooling and  Servicing  Agreement
for the  above  referenced  security  and  certifies  that (i) a  review  of the
activities of the Servicer during such  preceding  fiscal year (or such shorter
period in the case of the first  such  report)  and of  performance  under  this
Agreement  has  been  made  under  my  supervision,  and  (ii) to the best of my
knowledge,  based on such review, the Servicer has fulfilled all its obligations
under this Agreement for 2003.

Sincerely,


/s/ Janice McClure                            /s/  Ann Kelley
-----------------------------------------    --------------------------------
Janice McClure                                  Ann Kelley
Senior Vice President                           Secretary


                                      -10-