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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

     
(Mark One)
   
þ
  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

     
o
  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 333-81788

ADVANTA BUSINESS RECEIVABLES CORP., AS TRANSFEROR

on behalf of
ADVANTA BUSINESS CARD MASTER TRUST

(Exact name of registrant as specified in its charter)
     
Nevada   23-2852207
     
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
2215 B Renaissance Drive, Suite 5    
Las Vegas, Nevada   89119
     
(Address of principal executive offices)   (Zip Code)
     
Registrant’s telephone number, including area code:            (702) 966-4246
     
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 þ    No o

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. þ

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

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.

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 reports to security holders for fiscal year ended December 24, 1980): None.

 
 

 


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TABLE OF CONTENTS

         
        Page
 
       
      3
  Business   3
  Properties   3
  Legal Proceedings   3
  Submission of Matters to a Vote of Security Holders   4
 
       
      4
  Market For Registrant’s Common Equity, Related Stockholder Matters    
 
  and Issuer Purchases of Equity Securities   4
  Selected Financial Data   4
  Management’s Discussion and Analysis of Financial Condition and    
 
  Results of Operations   4
  Quantitative and Qualitative Disclosures About Market Risk   4
  Financial Statements and Supplementary Data   4
  Changes in and Disagreements with Accountants on Accounting and    
 
  Financial Disclosure   4
  Controls and Procedures   4
  Other Information   5
 
       
      5
  Directors and Executive Officers of the Registrant   5
  Executive Compensation   5
  Security Ownership of Certain Beneficial Owners and Management   5
  Certain Relationships and Related Transactions   5
  Principal Accountant Fees and Services   5
  Exhibits, Financial Statement Schedules and Reports on Form 8-K   5
 CERTIFICATION PURSUANT TO SECTION 302
 ANNUAL SERVICER'S CERTIFICATE
 INDEPENDENT ACCOUNTANTS' REPORT

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PART I

Item 1.      Business.

                  The Advanta Business Card Master Trust (the “Trust”) was organized by Advanta Business Receivables Corp. (the “Transferor”), pursuant to the Trust Agreement (the “Trust Agreement”) dated as of August 1, 2000, between the Transferor and Wilmington Trust Company as owner trustee (the “Owner Trustee”). Pursuant to the Receivables Purchase Agreement dated as of August 1, 2000, between Advanta Bank Corp. (the “Bank”) as seller and the Transferor as purchaser, the Bank transferred all of its rights, title and interest in, to and under certain credit card receivables arising from time to time in designated accounts (the “Receivables”) to the Transferor. The Transferor, in turn, transferred all of its rights, title and interest in, to and under the Receivables to the Trust, pursuant to the Transfer and Servicing Agreement dated as of August 1, 2000 (the “Transfer and Servicing Agreement”), among the Transferor, the Bank as servicer (the “Servicer”) and the Trust. Under the Transfer and Servicing Agreement, the Servicer has agreed to service and administer the Receivables as agent for the Transferor and the Trust. The Trust and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) as indenture trustee (the “Indenture Trustee”) entered into a master indenture (the “Master Indenture”) dated as of August 1, 2000. The Master Indenture is supplemented by various series supplements providing for the issuance of notes, in varying series. The following are publicly registered and outstanding notes existing as of December 31, 2004: Series 2000-C Asset-Backed Notes, Class A, Class B and Class C; Series 2001-A Asset-Backed Notes, Class A, Class B and Class C; Series 2002-A Asset-Backed Notes, Class A, Class B and Class C; Series 2003-A Asset-Backed Notes, Class A, Class B and Class C; Series 2003-B Asset-Backed Notes, Class A, Class B and Class C; Series 2003-C Asset-Backed Notes, Class A-1, Class A-2, Class B, Class C-1 and Class C-2; Series 2003-D Asset-Backed Notes, Class A, Class B and Class C; and AdvantaSeries Class C(2004-C1) Asset-Backed Notes (these publicly registered notes are collectively referred to as the “Notes”). The Notes represent interests in the Trust only and do not represent interests in or obligations of the Transferor, the Bank, Advanta Corp. or any affiliate thereof.

                  The Registrant has prepared this Form 10-K in reliance upon various no-action letters issued by the Securities and Exchange Commission (the “Commission”) to other trusts which are substantially similar to the Trust. Items designated herein as “Not Applicable” have been omitted as a result of this reliance.

Item 2.      Properties.

                  The Trust’s assets consist primarily of a pool of receivables in a portfolio of revolving business credit card accounts originated or acquired by the Bank.

Item 3.      Legal Proceedings.

                  The Transferor is not aware of any material pending litigation involving the Trust, the Owner Trustee, the Indenture Trustee, the Transferor or the Bank with respect to the Notes or the property or activities of the Trust. The Transferor is aware that the Servicer is a party to

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various legal proceedings resulting from the ordinary business activities relating to its current and discontinued operations.

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

                  None.

PART II

Item 5.      Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

                  Except for the AdvantaSeries, each class is represented by a single Note of such class, and for the AdvantaSeries, each class may have multiple tranches each represented by a single Note of such tranche registered in the name of Cede & Co., the nominee of The Depository Trust Company (“DTC”).

                  (a)      Not Applicable.

                  (b)      Not Applicable.

                  (c)      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.

Item 9.      Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

                  None.

Item 9A.  Controls and Procedures.

                  Not Applicable.

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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.

                  There is no established public trading market for the Registrant’s common equity.

                  There are no securities for issuance under equity compensation plans.

                  Except for the AdvantaSeries, each class is represented by a single Note of such class, and for the AdvantaSeries, each class may have multiple tranches each represented by a single Note of such tranche registered in the name of Cede & Co., the nominee of DTC, and an investor holding a beneficial interest in a Note is not entitled to receive a note representing such interest except in certain limited circumstances. Accordingly, Cede & Co. is the sole holder of record of the Notes, which it holds on behalf of brokers, dealers, banks and other direct participants in the DTC system. Such direct participants may hold Notes for their own accounts or for the accounts of their customers. The name and address of Cede & Co. is:

Cede & Co.
c/o The Depository Trust Company
55 Water Street
New York, New York 10041

Item 13.   Certain Relationships and Related Transactions.

                  There have not been, and there are not currently proposed, any transaction or series of transactions, to which the Trust, the Transferor, the Servicer, or the Owner Trustee on behalf of the Trust, is a party with any holder of a Note who owns of record or beneficially more than five percent of the Notes.

Item 14.   Principal Accountant Fees and Services.

                  Not Applicable.

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

                  (a)     1.     Financial Statements:                     Not Applicable.

                            2.     Financial Statement Schedules:     Not Applicable.

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                            3.      Exhibits

                                                        31      Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

                                                        99.1   Annual Servicer’s Certificate dated September 28, 2004

                                                        99.2   Independent Accountants’ Report

                  (b)      See Item 15(a)(3).

                  (c)      Not Applicable.

                  (d)      The following reports on Form 8-K containing distribution reports were filed by the Registrant during fiscal year 2004:

     
  Date of Report
 
   
  January 20, 2004
  February 20, 2004
  March 22, 2004
  April 20, 2004
  May 20, 2004
  June 21, 2004
  July 20, 2004
  August 20, 2004
  September 20, 2004
  October 20, 2004
  November 22, 2004
  December 20, 2004

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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.

             
    ADVANTA BUSINESS CARD MASTER TRUST
 
           
    By:Advanta Bank Corp., as attorney in fact
 
           
  By:   /s/ Michael Coco    
           
  Name:   Michael Coco    
  Title:   Vice President and Treasurer    
  Dated:   March 30, 2005    
 
           
    ADVANTA BUSINESS RECEIVABLES CORP.
 
           
  By:   /s/ Michael Coco    
           
  Name:   Michael Coco    
  Title:   President    
  Date:   March 30, 2005    

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     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

     
  /s/ Michael Coco
   
  Michael Coco
  President, Director
  (Principal Executive Officer)
  Date: March 30, 2005
 
   
  /s/ Susan McVeigh
   
  Susan McVeigh
  Vice President and Treasurer, Director
  (Principal Financial Officer)
  Date: March 30, 2005
 
   
  /s/ David B. Weinstock
   
  David B. Weinstock
  Vice President and Chief Accounting Officer,
     Director
  (Principal Accounting Officer)
  Date: March 30, 2005
 
   
  /s/ Janice C. George
   
  Janice C. George
  Director
  Date: March 30, 2005
 
   
  /s/ Andrew T. Panaccione
   
  Andrew T. Panaccione
  Director
  Date: March 30, 2005

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EXHIBIT INDEX

         
EXHIBIT   DESCRIPTION   MANNER OF FILING
 
       
31
  Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002   *
 
       
99.1
  Annual Servicer’s Certificate   *
 
       
99.2
  Independent Accountants’ Report   *


* Filed electronically herewith.

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