C-Bass 2004-CB8 Trust – ‘10-K’ for 12/31/05

On:  Thursday, 3/30/06, at 1:43pm ET   ·   For:  12/31/05   ·   Accession #:  1051170-6-146   ·   File #:  333-112231-38

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         10     43K 

Document Table of Contents

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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 FORM 10-K

[X]    Annual  report  pursuant  to  Section  13 or  15(d)  of the Securities   
Exchange Act of 1934 for the fiscal year ended December 31, 2005  

[ ]    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 333-112231-38

MERRILL LYNCH MORTGAGE INVESTORS, INC.
2004-CB8 Trust
 C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB8
(Exact name of registrant as specified in its charter)

Delaware                                           13-5674085     
State or other jurisdiction of                         (IRS Employer          
incorporation or organization                          Identification No.)    

World Financial Ctr N Tower                                                     
250 Vesey St 10th Floor                                                         
New York, New York                                         10281-1310           
(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 if the registrant is a well-known seasoned issuer, as    
defined in Rule 405 of the Securities Act.  Yes [ ]  No [X]                     

Indicate by check mark if the registrant is not required to file reports        
pursuant to Section 13 or Section 15(d) of the Act.  Yes [  ]   No [X]          

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. [X]                                         

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated  filer, or a  non-accelerated  filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12-b-2 of the Exchange Act.          

Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [x] 

Indicate by check mark whether the  registrant is a shell company (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:  None                                      

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PART I                                                                          

Item 1.  Business.                                                              

Not Applicable.                                               

Item 1A. Risk Factors.                                                          

Not Applicable.                                               

Item 1B. Unresolved Staff Comments.                                             

None.                                                         

Item 2.  Properties.                                                            

Not Applicable.                                               

Item 3.  Legal Proceedings.                                                     

         The Registrant knows of no material pending legal proceedings involving
  the trust created under the Pooling and Servicing Agreement, 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                    

        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,  Related Stockholder Matters    
and Issuer Purchases of Equity Securities.                    

Currently, there is no established secondary market for the   
    Certificates known to the Registrant. As of December 31, 2005, the
         number of holders of each class of offered certificates was 75 based on
records provided by DTC.                                      

Item 6.  Selected Financial Data.                                               

Not Applicable.                                               

Item 7.  Management's Discussion and Analysis of Financial Condition and        
Results of Operation.                                         

Not Applicable.                                               

Item 7A. Quantitative and Qualitative Disclosures about Market Risk.            

Not Applicable.                                               

Item 8.  Financial Statements and Supplementary Data.                           

Not Applicable.                                               

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                                                      

Not Applicable.                                               
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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 and     
Related Stockholder Matters.                                  

Not Applicable.                                               

Item 13. Certain Relationships and Related Transactions.                        

No reportable transactions have occurred.                     

Item 14. Principal Accounting Fees and Services.                                

Not Applicable.                                               

PART IV                                                                         

Item 15. Exhibits, Financial Statement Schedules.                               

(a) The following documents are filed as part of this report:                   

(1)  Financial Statements:                                              

Not Applicable.                                               

(2)  Financial Statement Schedules:                                     

Not Applicable.                                               

(3)  Exhibits:                                                          

Rule 13a-14(a)/15d-14(a) Certification, filed as 31.1 hereto. 

  Annual Independent Registered Public Accounting Firm's Servicing
 Report with Management Assertion, filed as Exhibit 99.1 hereto.

  Annual Servicer's Statement of Compliance, filed as Exhibit 99.2
hereto.                                                       

(b) Exhibits to this report are listed in Item (15)(a)(3)above.                 

(c) Not Applicable.                                                             

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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.                            

MERRILL LYNCH MORTGAGE INVESTORS, INC.        
2004-CB8 Trust                                
                 C-BASS Mortgage Loan Asset-Backed Certificates, Series 2004-CB8

By: LITTON LOAN SERVICING LP, as Servicer     

By: /s/ Larry B. Litton, Jr.                  
   -----------------------------------------
Name: Larry B. Litton, Jr.                        
Title: President and Chief Executive Officer        
Date: March 29, 2006                              

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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.                  

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EXHIBIT INDEX 

Exhibit Description                                                             

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

99.1    Annual Independent Registered Public Accounting Firm's Servicing Report 
with Management Assertion                                       

Litton Loan Servicing LP                                        

99.2    Annual Statement as to Compliance                                       

Litton Loan Servicing LP                                        

 -6-

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

 2004-CB8 TRUST,
C-BASS MORTGAGE LOAN ASSET-BACKED CERTIFICATES, SERIES 2004-CB8 

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

     1.   I have reviewed  this annual  report on Form 10-K,  and all reports on
          Form   8-K   containing   a  copy   of  the   monthly   statement   to
          certificateholders  set  forth  in  Section  4.06 of the  Pooling  and
          Servicing Agreement,  dated as of December 31, 2004 (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,   N.A.,  as  trustee  (the
          "Trustee"),  filed in respect of periods  included in the year covered
by this annual report, of the 2004-CB8 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, N.A.                                   

LITTON LOAN SERVICING LP        

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

Date: March 29, 2006                

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EXHIBIT 99.1
 Annual Independent Registered Public Accounting Firm's Servicing Report
 with Management Assertion

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                         

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, 2005,  with its
established minimum servicing standards described in the accompanying Management
Assertion  Report dated  February 7, 2006.  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,  as
adopted by the  Public  Company  Accounting  Oversight  Board 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  of 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, 2005, is fairly  stated, in all material  respects based on the criteria set
forth in Appendix I.                                                            

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

February 7, 2006                                                                

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LITTON LOAN SERVICING L.P.                                                      

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.                 

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                                                         4828 Loop Central Drive
LITTON LOAN SERVICING                                      Houston, Texas  77081
                                                        Telephone 1-800-999-8501
                                                                Fax 713-966-8830
                                                              www.littonloan.com

February 7, 2006                                                                

MANAGEMENT ASSERTION REPORT                                                     

As of and for the year ended  December 31, 2005,  Litton Loan  Servicing LP (the
Company) has complied,  in all material  respects,  with the  Company's  minimum
servicing  standards for  residential  mortgage loans as set forth in Appendix I
(the "Standards").  The Standards are based on 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  $50,000,000  and an errors and omissions  policy in the amount of
$50,000,000.                                                                    

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

/s/ Elizabeth Folk                                                              
------------------------------------------                                      
Elizabeth Folk                                                                  
Senior Vice President and                                                       
Chief Financial Officer                                                         

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EXHIBIT 99.2
 ANNUAL STATEMENT AS TO COMPLIANCE
--------------

LITTON LOAN SERVICING LP
An affiliate of C-BASS
------------------------------------------------------------------------------- 
4828 Loop Central Drive                                Telephone (713) 966-8801 
Houston, Texas  77081                                        Fax (713) 960-0539 

February 23, 2006                                                               

Institutional Trust Services                                                    
JPMorgan Chase Bank                                                             
4 New York Plaza, 6th Floor                                                     
New York, NY  10004                                                             

RE: 2004-CB8 Trust, C-BASS Mortgage Loan Asset-Backed Certificates,             
Series 2004-CB8                                                         

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 2005.                                                  

Sincerely,                                                                      

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

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Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
Filed on:		3/30/06							None on these Dates
		3/29/06		4		6
		2/23/06		10
		2/7/06		7		9
For Period End:		12/31/05		1		9
		12/31/04		6
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