UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark one)
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Commission File Number: 333-120038-04
Financial Asset Securities Corp.,as Depositor under the
Pooling and Servicing Agreement dated as of December 1, 2004
providing for the Issuance of First Franklin Mortgage Loan
Trust 2004-FF11 Asset Backed Certificates, Series 2004-FF11
(Exact name of registrant as specified in its charter)
Delaware 06-1442101
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
600 Steamboat Road
Greenwich, CT 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 625-2700
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 ( 229.405 of this chapter) 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.
Not applicable.
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Exchange Act Rule 12b-2).
Yes ___ No X
State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of
such common equity, as of the last business day of the registrant's most
recently completed second fiscal quarter.
Not applicable.
Indicate the number of shares outstanding of each of the registrant's
classes of common stock, as of the latest practicable date.
Not applicable.
Documents Incorporated by Reference
List hereunder the following documents if incorporated by reference and
the Part of the Form 10-K (e.g. Part I, Part II, etc.) into which the
document is incorporated: (1)Any annual report to security holders; (2)
Any proxy or information statement; and (3)Any prospectus filed pursuant
to Rule 424(b) or (c) under the Securities Act of 1933. The listed
documents should be clearly described for identification purposes (e.g.
annual report to security holders for fiscal year ended December 24, 1980).
Not applicable.
PART I
Item 1. Business.
Omitted.
Item 2. Properties.
See Item 15(a), Exhibits 99.1, 99.2, and 99.3, for information
provided in lieu of information required by Item 102 of
Regulation S-K.
Item 3. Legal Proceedings.
The registrant knows of no material pending legal proceedings
involving the trust created under the Pooling and Servicing
Agreement (the Trust), the Trustee, the Servicer or the
registrant with respect to the Trust other than routine
litigation incidental to the duties of the respective parties.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
PART II
Item 5. Market for registrant's Common Equity and Related Stockholder
Matters and Issuer Purchases of Equity Securities.
No established public trading market for the Certificates exists.
Records provided to the Trust by the DTC and the Trustee
indicate that as of December 31, 2004, the total number of holders
of record for the Series of Certificates is 31.
Item 6. Selected Financial Data.
Omitted.
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Omitted.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk.
Not applicable.
Item 8. Financial Statements and Supplementary Data.
See Item 15(a), Exhibits 99.1, 99.2, 99.3, for information
provided in lieu of information required by Item 302 of
Regulation S-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Not applicable.
Item 9B. Other Information.
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.
Not applicable.
Item 13. Certain Relationships and Related Transactions.
Not applicable.
Item 14. Principal Accounting Fees and Services.
Not applicable.
PART IV
Item 15. Exhibits, Financial Statement Schedules.
(a) Exhibits
(31.1) Rule 13a-14(a)/15d-14(a) Certification
(99.1) Annual Independent Accountants' Servicing Reports concerning
servicing activities.
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a) National City Mortgage Co, as Servicer <F1>
(99.2) Report of Management as to Compliance with Minimum Servicing
Standards.
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a) National City Mortgage Co, as Servicer <F1>
(99.3) Annual Statements of Compliance under the Pooling and Servicing
Agreements.
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a) National City Mortgage Co, as Servicer <F1>
(99.4) Aggregate Statement of Principal and Interest Distributions to
Certificate Holders.
No distributions to Certificateholders were made during
the fiscal period covered by this report.
(b) Not applicable.
(c) N/A.
<F1> Filed herewith.
SIGNATURES
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:
First Franklin Mortgage Loan Trust
Asset Backed Certificates
Series 2004-FF11
(Registrant)
Signed: Financial Asset Securities Corporation as Depositor
By: /s/ Robert McGinnis
By: Robert McGinnis, President
Dated: March 30, 2005
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.
(a)(i) No annual report is provided to the Certificateholders other than
with respect to aggregate principal and interest distributions.
(a)(ii) No proxy statement, form of proxy or other proxy soliciting
material has been sent to any Certificateholder with respect to any
annual or other meeting of Certificateholders.
Exhibit Index
Exhibit No.
Ex-31.1 Rule 13a-14(a)/15d-14(a) Certification
I, Robert McGinnis, certify that:
1. I have reviewed this annual report on Form 10-K, and all reports on
Form 8-K containg distribution or servicing reports filed in respect
of periods included in the year covered by this annual report, of
First Franklin Mortgage Loan Trust Asset Backed Certificates,
Series 2004-FF11 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 or servicing
information required to be provided to the Trustee by the Servicer
under the Pooling and Servicing, or similar, agreement, for inclusion
in these reports is included in these reports;
4. Based on my knowledge and upon the annual compliance statement
included in the report and required to be delivered to the Trustee in
accordance with the terms of the Pooling and Servicing, or similar,
Agreement, and except as disclosed in the reports, the Servicer has
fulfilled its obligations under the Servicing Agreement; and
5. The reports disclosed 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, agreement,that is included in these reports.
In giving the certifications above, I have reasonably relied on
information provided to me by the following unaffiliated parties:
National City Home Loan Services as Servicer, Wells Fargo Bank N.A.
as Trustee.
Date: March 30, 2005
/s/ Robert McGinnis
Signature
President
Title
EX-99.1
(logo) ERNST & YOUNG
Ernst & Young LLP
1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115
Phone: (216) 861-5000
www.ey.com
Report on Management's Assertion on Compliance
with the Specified Minimum Servicing Standards Set Forth in the
Uniform Single Attestation Program for Mortgage Bankers
Report of Independent Accountants
Board of Directors
National City Mortgage Co.
We have examined management's assertion, included in the accompanying report
titled Report of Management, that National City Mortgage Co. (NCM) complied with
the minimum servicing standards identified in Exhibit A to the Report of
Management (the specific minimum servicing standards) as set forth in the
Mortgage Bankers Association of America's Uniform Single Attestation Program for
Mortgage Bankers (USAP) during the year-ended December 31, 2004. Management is
responsible for NCM's compliance with the specified minimum servicing standards.
Our responsibility is to express an opinion on management's assertions about
NCM's compliance based on our examination.
Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about NCM's compliance with the
specified 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 NCM's compliance with specified minimum servicing
standards.
In our opinion, management's assertion that NCM complied with the aforementioned
specified minimum servicing standards during the year ended December 31, 2004,
is fairly stated, in all material respects.
/s/ Ernst & Young LLP
March 11, 2005
A Member Practice of Ernst & Young Global
EX-99.2
(logo) National City Mortgage
National City Mortgage Co.
A Subsidiary of National City Bank of Indiana
3232 Newmark Drive * Miamisburg, Ohio 45342
Telephone: (937) 910-1200
Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820
Management's Assertion on Compliance with Minimum Servicing
Standards Set Forth in the Uniform Single Attestation Program for
Mortgage Bankers
Report of Management
We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards. We
have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 2004 and for the year then
ended. Based on this evaluation, we assert that during the year ended December
31, 2004, NCM complied, in all material respects, with the minimum servicing
standards set forth in the USAP.
As of and for this same period, NCM had in effect a fidelity bond policy in
the amount of $200 million and an errors and omissions policy in the amount
of $250 million.
/s/ T. Jackson Case, Jr
T. Jackson Case, Jr., Executive Vice President
March 4, 2005
No one Cares More !
EX-99.3
(logo) National City
Mortgage
National City Mortgage Co.
A Subsidiary of National City Bank of Indiana
3232 Newmark Drive * Miamisburg, Ohio 45342
Telephone: (937) 910-1200
Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820
Wells Fargo Bank, N.A.
9062 Old Annapolis Rd.
Columbia, MD 21045
Attention: Master Servicing
RE: Officer's Certificate
Dear Master Servicer:
The undersigned Officer certifies the following for the 2004 fiscal year
(A) I have reviewed the activities and performance of the Servicer during the
preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide
and to the best of these Officers' knowledge, the Servicer has fulfilled
all of its duties, responsibilities or obligations under these Agreements
throughout such year, or if there has been a default or failure of the
servicer to perform any of such duties, responsibilities or obligations,
a description of each default or failure and the nature and status
thereof has been reported to Wells Fargo Bank, N.A.;
(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
servicer in good standing;
(C) I have confirmed that the Fidelity Bond, the Errors and Omissions Insurance
Policy and any other bonds required under the terms of the Servicing
Agreement, Trust Agreement, Pooling and Servicing Agreement and/or
Seller/Servicer Guide are in full force and effect;
(D) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable), with
respect to each Mortgaged Property, have been paid and that all such
insurance policies are in full force and effect;
(E) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on
any Mortgaged Property, have been paid, or if any such costs or expenses
have not been paid with respect to any Mortgaged Property, the reason for
the non-payment has been reported to Wells Fargo Bank, N.A.;
(F) All Custodial Accounts have been reconciled and are properly funded and
(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.
Certified by:
/s/ T. Jackson Case Jr.
Officer
Executive Vice President
Title
March 8, 2005
Date
No one Cares More!