~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES~~WASHINGTON, ~~AND~~D.C. ~~EXCHANGE~~20549 ~~COMMISSION~~

~~WASHINGTON,~~FORM ~~D.C.~~8-K ~~20549~~

~~FORM~~CURRENT ~~8-K~~REPORT

~~CURRENT~~PURSUANT ~~REPORT~~TO SECTION 13 OR 15(d) of the

~~PURSUANT~~SECURITIES TOEXCHANGE ~~SECTION~~ACT 13OF OR1934 ~~15(d) of the~~

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~Report OF(Date ~~1934~~earliest event reported): June 14, 2007

~~Date~~UPFC ofAuto ~~Report~~Receivables ~~(Date~~Trust ~~earliest event reported): June 8,~~ 2007-A

~~UPFC~~(Exact ~~Auto~~name ~~Receivables~~of ~~Trust~~registrant ~~2007-A~~as specified in charter)

(Exact name of registrant as specified in charter)

Delaware

333-140138-01

20-5528859

(State or other jurisdiction

of incorporation)

(Commission file number)

(IRS employer

identification no.)

Texas	333-140138-01	20-5528859
c/o UPFC Auto Financing Corporation (as Depositor) 860 W. Airport Freeway, Suite 702 Hurst, Texas	76054
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
(Address of principal executive offices)	(Zip code)

c/o UPFC Auto Financing Corporation (as Depositor) 860 W. Airport Freeway, Suite 702 Hurst, Texas		76054
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code: (817) 282-9451

~~Registrant’s telephone~~This ~~number,~~filing ~~including~~relates ~~area~~to ~~code:~~Registration ~~(817)~~Statement ~~282~~No. 333-~~9451~~140138-01

~~This~~Check ~~filing~~the ~~relates~~appropriate tobox ~~Registration~~below ~~Statement~~if ~~No.~~the ~~333~~Form 8-~~140138-01~~K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~¨ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing~~under ~~obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 230.425)

¨ ~~Written~~Soliciting ~~communications~~material pursuant to Rule ~~425~~14a-12 under the ~~Securities~~Exchange Act (17I7 CFR ~~230~~240.~~425~~14a-12)

¨ ~~Soliciting~~Pre-commencement ~~material~~communications pursuant to Rule ~~14a~~14d-122(b) under the Exchange Act (I717 CFR 240.~~14a~~14d-122(b))

¨ Pre-commencement communications pursuant to Rule ~~14d~~13e-24(bc) under the Exchange Act (17 CFR 240.~~14d~~13e-24(bc))

¨ITEM ~~Pre-commencement~~1.01 ~~communications~~ENTRY ~~pursuant~~INTO toA ~~Rule~~MATERIAL ~~13e-4(c)~~DEFINITIVE ~~under the Exchange Act (17 CFR 240.13e-4(c))~~AGREEMENT

~~Table~~UPFC Auto Financing Corporation (“UAFC”), as depositor, and United Auto Credit Corporation (“UACC”), as sponsor, have caused a newly formed issuing entity, UPFC Automobile Receivables Trust 2007-A (the “Issuing Entity”), to issue $54,000,000 Class A-1 5.33% Asset Backed Notes, $97,000,000 Class A-2 5.46% Asset Backed Notes and $99,000,000 Class A-3 5.53% Asset Backed Notes (collectively, the “Notes”) and an Asset Backed Certificate (the “Certificate”), on June 14, 2007 (the “Closing Date”). The Notes are registered under the Registration Statement as previously declared effective on February 5, 2007. This Current Report on Form 8-K is being filed to satisfy an undertaking to file copies of certain ~~Contents~~agreements executed and opinions rendered in connection with the issuance of the Notes, the forms of which were filed as Exhibits to the Registration Statement.

The Issuing Entity was formed, and the Certificate was issued, pursuant to the Trust Agreement attached hereto as Exhibit 4.1, dated as of February 6, 2007, as amended and restated as of June 14, 2007 (the “Trust ~~TABLE~~Agreement”), OFbetween ~~CONTENTS~~UAFC and Wells Fargo Delaware Trust Company (“Wells Fargo”), as Owner Trustee. The Notes were issued pursuant to the Indenture attached hereto as Exhibit 4.2, dated as of June 1, 2007 (the “Indenture”), between the Issuing Entity and Deutsche Bank Trust Company Americas (“DBTCA”), as Trustee and Trust Collateral Agent. The Notes were sold to Deutsche Bank Securities Inc. (the “Underwriter”), pursuant to the Underwriting Agreement attached hereto as Exhibit 1.1, dated as of June 5, 2007 (the “Underwriting Agreement”), among UACC, UAFC and the Underwriter.

~~ITEM~~The Notes 8evidence indebtedness of the Issuing Entity, the assets of which consist primarily of “sub-prime” automobile loan contracts (the “Receivables”) secured by new and pre-owned automobiles, light duty trucks and vans.01 UAFC purchased the Receivables from UACC pursuant to the Sale Agreement attached hereto as Exhibit 10.4, ~~OTHER~~dated ~~EVENTS~~as ~~ITEM~~of 9June 1, 2007 (the “Sale Agreement”), between UACC and UAFC.01 The Issuing Entity purchased the Receivables from UAFC pursuant to the Sale and Servicing Agreement attached hereto as Exhibit 10.1, ~~FINANCIAL~~dated ~~STATEMENTS~~as of June 1, ~~PRO~~2007 ~~FORMA~~(the ~~FINANCIAL~~“Sale ~~INFORMATION~~and ~~AND~~Servicing ~~EXHIBITS~~Agreement”), ~~SIGNATURES~~among ~~INDEX~~the TOIssuing ~~EXHIBITS~~Entity, UAFC, UACC, DBTCA, as Backup Servicer and Trust Collateral Agent, and CenterOne Financial Services LLC, as Designated Backup Subservicer. UACC, as Servicer, has agreed to perform servicing duties with regard to the Receivables pursuant to the Sale and Servicing Agreement.

As of April 30, 2007 (the “Statistical Calculation Date”), the Receivables had the characteristics described in the Prospectus Supplement dated June 5, 2007 (the “Prospectus Supplement”), filed with the Commission pursuant to Rule 424(b)(2) of the Securities Act of 1933, as amended, on June 11, 2007. As of May 31, 2007 ( the “Cutoff Date”), the Receivables had the characteristics set forth in Exhibit 2399.1 ~~Consent~~ of ~~PricewaterhouseCoopers~~the ~~LLP,~~Form ~~Independent~~8-K ~~Registered~~filed ~~Public~~by ~~Accounting~~the ~~Firm~~Issuing Entity with the Commission on June 15, 2007.

~~Table~~On the Closing Date, MBIA Insurance Corporation (the “Insurer”) issued the Note Guaranty Insurance Policy attached hereto as Exhibit 10.5 dated as of ~~Contents~~June 14, 2007 (the “Policy”), pursuant to which it unconditionally and irrevocably guarantees the payments of interest and certain payments of principal due on the Notes during the term of the Policy. The Policy was issued pursuant to the terms of the Insurance Agreement attached hereto as Exhibit 10.2 dated as of June 14, 2007 (the “Insurance Agreement”), among the Insurer, DBTCA, as the Indenture Trustee, the Issuing Entity, UAFC and UACC. The Insurance Agreement specifies the conditions precedent to the issuance of the Policy, the premium payable in respect thereof and certain indemnification obligations of the Issuing Entity, UAFC, UACC and the Indenture Trustee to the Insurer.

A spread account (“Spread Account”) was established on ~~ITEM~~the 8Closing Date, for the benefit of the Insurer and the Noteholders, to hold a reserve of cash that is available to pay certain amounts that are payable by the Issuing Entity that otherwise would remain unpaid after application of collections on the Receivables.01 The Spread Account was established pursuant to the Spread Account Agreement attached hereto as Exhibit 10.3, ~~OTHER~~dated ~~EVENTS~~as of June 15, 2007 (the “Spread Account Agreement”), among the Insurer, the Issuing Entity and DBTCA, as the Trustee, the Trust Collateral Agent and the Collateral Agent.

~~The financial~~Pursuant ~~statements,~~to ~~financial~~the ~~statement~~Indemnification ~~schedules~~Agreement ~~and~~attached ~~management’s~~hereto ~~assessment~~as ofExhibit ~~the~~10.6 ~~effectiveness~~dated as of June ~~internal~~5, ~~control~~2007 ~~over~~(the ~~financial~~“Indemnification ~~reporting~~Agreement”), ~~(which~~among isthe ~~included~~Insurer, inUACC ~~Management’s~~and ~~Report~~the onUnderwriter, ~~Internal~~the ~~Control~~Insurer ~~Over~~agreed ~~Financial~~to ~~Reporting)~~indemnify ~~of MBIA~~UACC ~~Inc.~~ and ~~subsidiaries~~the Underwriters and the ~~financial~~Underwriters ~~statements~~agreed ofto ~~MBIA~~indemnify ~~Insurance~~the ~~Corporation~~Insurer, ~~and~~in ~~subsidiaries~~each ~~are~~case ~~hereby~~with ~~incorporated~~respect byto certain ~~reference~~disclosure in ~~(i)~~ the ~~registration~~Prospectus ~~statement,~~Supplement. ~~(ii)~~Pursuant ~~the~~to ~~prospectus and (iii)~~ the ~~prospectus~~Insurance ~~supplement~~Agreement, byUACC ~~reference~~and ~~to MBIA~~UAFC ~~Inc.’s~~agreed ~~Annual~~to ~~Report~~indemnify ~~on Form 10-K for~~ the ~~year~~Insurer ~~ended~~with ~~December~~respect ~~31,~~to ~~2006,~~certain ~~and~~disclosure ~~are~~in ~~being~~the soProspectus ~~incorporated~~Supplement. inPursuant ~~reliance~~to on the ~~reports~~Underwriting ~~of PricewaterhouseCoopers LLP~~Agreement, anUACC ~~independent~~and ~~registered~~the Underwriter ~~public~~agreed ~~accounting~~to ~~firm,~~indemnify ~~given~~each onother ~~the~~with ~~authority~~respect ~~of said~~to ~~firm~~certain asdisclosure ~~experts~~ in ~~auditing~~the ~~and~~Prospectus ~~accounting~~Supplement.

ITEM 9.01. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)	Not applicable

(b)	Not applicable

(c)	Not applicable

(d)

Exhibits

The exhibits listed on the Exhibit Index on page 5 of this Form 8-K are filed herewith.

~~Page~~SIGNATURES 3

~~Table~~Pursuant to the requirements of ~~Contents~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURES~~UPFC Auto Financing Corporation

~~Pursuant~~Date: toJune ~~the requirements of the Securities Exchange Act of 1934~~15, ~~the~~2007 ~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

~~UPFC~~/s/ ~~Auto~~David ~~Financing~~J. ~~Corporation~~Carlton David J. Carlton Senior Vice President

~~Date:~~Page ~~June~~4 ~~11, 2007~~

~~/s/~~ INDEX ~~Arash~~TO A.EXHIBITS ~~Khazei Arash A. Khazei Chief Financial Officer~~

Page 4


Exhibit No.	Description	Page

1.1	Underwriting Agreement among United Auto Credit Corporation, UPFC Auto Financing Corporation and Deutsche Bank Securities Inc., dated June 5, 2007.

4.1	Amended & Restated Trust Agreement, between UPFC Auto Financing Corporation and Wells Fargo Delaware Trust Company, dated as of June 14, 2007.

4.2	Indenture, between the Trust and Deutsche Bank Trust Company Americas, dated as of June 1, 2007.

5.1	Opinion of Mitchell Silberberg & Knupp LLP as to legality.

8.1	Opinion of Mitchell Silberberg & Knupp LLP as to certain tax matters.

10.1	Sale and Servicing Agreement, among the Issuing Entity, UPFC Auto Financing Corporation, United Auto Credit Corporation, Deutsche Bank Trust Company Americas and CenterOne Financial Services LLC, dated as of June 1, 2007.

10.2	Insurance Agreement among MBIA Insurance Corporation, Deutsche Bank Trust Company Americas, the Issuing Entity, United Auto Credit Corporation and UPFC Auto Financing Corporation dated as of June 14, 2007.

10.3	Spread Account Agreement among the Issuing Entity, MBIA Insurance Corporation, and Deutsche Bank Trust Company Americas, dated as of June 14, 2007.

10.4	Sale Agreement, between United Auto Credit Corporation and UPFC Auto Financing Corporation, dated June 1, 2007.

10.5	Note Guaranty Insurance Policy, dated as of June 14, 2007 and delivered by MBIA Insurance Corporation.

10.6	Indemnification Agreement among United Auto Credit Corporation, MBIA Insurance Corporation and Deutsche Bank Securities Inc. dated as of June 5, 2007.

23.1	Consent of Mitchell Silberberg & Knupp LLP (included as part of Exhibit 5.1).

23.2	Consent of Mitchell Silberberg & Knupp LLP (included as part of Exhibit 8.1).

~~Table~~Page of5 ~~Contents~~

INDEX TO EXHIBITS

Exhibit No.		Description		Page
23.1		Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.		—

Page 5

Filing Compare · UPFC Auto Receivables Trust 2007-A