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, 2008


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 333-71091*

IBF Fund Liquidating LLC

(Exact Name of Registrant as Specified in Its Charter)


Delaware		06-1708882

(State or Other Jurisdiction		(IRS Employer
of Incorporation or Organization)		Identification No.)

c/o Arthur Steinberg, as ICA Trustee
King & Spalding LLP
1185 Avenue of the Americas
New York, New York		10036

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 556-2100

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. o Yes þ No

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

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 o No o NOT APPLICABLE

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. o NOT APPLICABLE

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer o	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o NOT APPLICABLE

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o Yes þ No

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
None

*IBF Fund Liquidating LLC (the “Company”, “we”, us” or “our”) is the transferee of the assets and certain liabilities of IBF Collateralized Finance Corporation (“CFC”), IBF VI — Secured Lending Corporation (“SLC” and with CFC, collectively the “Funds”) and IBF Premier Hotel Group, Inc. (“IBF Hotel”) pursuant to the First Amended Joint Liquidating Plan of Reorganization (the “Plan”) with Respect To InterBank Funding Corp. (“IBF”), the Funds and IBF Hotel (collectively, the “Debtors”) that was confirmed by order of the United States Bankruptcy Court for the Southern District of New York dated August 14, 2003 and approved in all respects by order dated September 5, 2003 of the United States District Court for the Southern District of New York. On December 10, 2003, the Plan went effective with respect to the Funds and IBF Hotel. Pursuant to oral no-action relief provided by the Office of Chief Counsel, Division of Corporate Finance of the Commission on August 12, 2003 (the “No-Action Relief”), the Company is submitting this Annual Report under cover of Form 10-K under SLC’s former Commission file number. Pursuant to the No-Action Relief, this Annual Report need not and does not comply with all of the requirements of Form 10-K and is not deemed filed pursuant to Section 13 of the Securities Exchange Act of 1934.

TABLE OF CONTENTS


Part I
Item 1. Business.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Item 6. Selected Financial Data.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Item 8. Financial Statements and Supplementary Data.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures.
Item 9B. Other Information.
Part III
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accountant Fees and Services.
Part IV
Item 15. Exhibits and Financial Statement Schedules.
SIGNATURES
EXHIBIT INDEX
EX-99.1: MOTION
EX-99.2: SIXTH INTERIM REPORT
EX-99.3: SEVENTH INTERIM REPORT

Part I

Item 1. Business.

As reported to the ICA Trustee, IBF was formed in and around 1995 to make investments in operating businesses, operating hotels, real estate development and properties, securitization assets and other investments by raising investment capital through offerings of debt and equity securities — typically, unsecured high-yield notes sold in private placements through registered broker-dealers. By January 31, 2002, the various funds established by IBF had raised approximately $187 million in investment capital. The Funds were two such funds that survived a series of merger transactions in 2001. The Funds were owned by IBF. All of the issued and outstanding equity capital of IBF was owned by Simon A. Hershon.

On June 7, 2002, IBF and the Funds each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). IBF Premier Hotel Group, Inc. (“IBF Hotel”) filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court on November 4, 2002. The Debtors’ Chapter 11 cases were consolidated and were jointly administered.

On July 23, 2002, the United States Securities and Exchange Commission (the “Commission”) filed a complaint against IBF, the Funds and Mr. Hershon (the “Parties”) in the United States District Court for the Southern District of New York (the “District Court”) commencing a proceeding entitled Securities and Exchange Commission v. IBF Collateralized Finance Corp. , et al., No. 02-CV-5713 (SHS) (the “SEC Litigation”). Generally, the Commission alleged that the Funds were operated as unregistered investment companies in violation of the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that certain disclosures made by IBF and the Funds to investors in various debt financings were misleading. On motion of the Commission in the SEC Litigation, on December 5, 2002, the District Court granted summary judgment and appointed Arthur J. Steinberg as trustee (“Mr. Steinberg,” the “ICA Trustee,” the “Manager” or the “Liquidating Agent”) under the Investment Company Act for the Funds and their subsidiaries.

Following his appointment on December 5, 2002, Mr. Steinberg assumed all management responsibilities for the Funds and formulated the First Amended Joint Liquidating Plan of Reorganization (the “Plan”) of IBF, the Funds and IBF Hotel (collectively, the “Debtors”).

On May 28, 2003, Mr. Steinberg, as ICA Trustee, filed the Plan, which was the culmination of discussions and negotiations, and reflects the settlements and compromises reached by Mr. Steinberg, the Debtors, the committee of unsecured creditors appointed under the Bankruptcy Code and the staff of the Commission.

The Plan provided for, among other things, the substantive consolidation of the Funds and IBF Hotel. The Bankruptcy Court confirmed the Plan on August 14, 2003 and the Plan became effective with respect to the Funds and IBF Hotel on December 10, 2003 (the “Effective Date”). On the Effective Date, Mr. Steinberg, as ICA Trustee, made the initial distributions required by the Plan. Assets, as well as certain liabilities, of the Funds and IBF Hotel remaining after this distribution were assigned to the Company. Similarly, the remaining assets and liabilities of IBF were assigned to IBF Liquidating LLC (“IBF LLC”). Both of the Company and IBF LLC are managed by Mr. Steinberg in his separate capacity as the Manager and Liquidating Agent, and are monitored by the Bankruptcy Court and the District Court pursuant to the Plan. On or about the Effective Date, membership interests in the Company (“Membership Interests”) were distributed to holders of allowed general unsecured claims pro rata in accordance with the amount of their claims (such holders, the “Members”).

On the Effective Date, after the Funds’ and IBF Hotel’s assets were transferred to the Company, all outstanding shares of the Funds were automatically deemed canceled.

The Manager maintains a registry of Membership Interests in the Company and IBF LLC; no certificates representing ownership of the Membership Interests have been or will be issued. The terms of the Company’s operating agreement provide that the Membership Interests of a Member may not be transferred; provided, that the Membership Interests may be assigned or transferred by will, intestate succession or operation of law or by order of a court of competent jurisdiction, upon written notice to, and written approval of, the Manager, which approval may be withheld or conditioned as the Manager deems necessary or advisable in his sole discretion.

The Company was organized for the purposes of liquidating, collecting and maximizing the cash value of its assets, making distributions in accordance with the terms of the Plan and taking actions as are necessary or appropriate to accomplish those purposes, including holding cash in the form of cash, money market funds, treasury bills or other cash equivalents, holding assets for the benefit of the Members, making limited additional investments in assets in certain instances to preserve and maximize the value of the assets and permit the orderly liquidation of those assets, enforcing the rights of the Members and defending claims against such assets. With limited exceptions for pre-approved investments specified in the Plan and also reflected in the Company’s operating agreement, and for additional investments in an asset of an aggregate of $250,000 or less, which investments the Manager may make in the exercise of his business judgment, all additional investments in assets held by the Company made by the Manager are subject to oversight of the District Court or the liquidating committee formed pursuant to the Plan (the “Liquidating Committee”) as follows:

	•		If the aggregate additional investment would be for an amount between $250,001 and $1,000,000, the Manager must obtain the prior consent of the Liquidating Committee or, in the absence of such consent, the Manager must receive the approval of the District Court and provide notice to the Liquidating Committee and an opportunity for hearing before the District Court.

	•		If the aggregate additional investment would equal or exceed $1,000,000, the Manager must receive the approval of the District Court and provide notice to all of the Members of the Company and an opportunity for hearing before the District Court.

The Manager anticipated that he would terminate the existence of the Company and make final distributions with respect to the Company pursuant to the Plan upon the earlier of (i) the fifth anniversary of the Effective Date, and (ii) the date on which the Manager determines, in his business judgment, that (a) all assets of the Company have been liquidated, all causes of action have been resolved and there are no potential sources of additional cash for distribution; (b) there remain no claims against the applicable Debtor(s); (c) all debts and other obligations of the Company have been paid or otherwise provided for; and (d) he is in a position to make a final distribution in accordance with applicable law. Under the Plan, the existence of the Company could, however, be extended to more than five years if the Manager applied for and obtained approval of the District Court. Such a request was made to the District Court and was granted by the District Court on January 30, 2009. The final distribution will occur when the Company has completed its liquidation efforts and it is in a position to make a final distribution.

Pursuant to oral no-action relief provided by the Office of Chief Counsel, Division of Corporate Finance of the Commission (the “No-Action Relief”), the Company is exempt from the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, pursuant to the No-Action Relief, the Manager is required to issue reports to the Members annually and upon termination of the Company showing the assets and liabilities of the Company at the end of each year and upon termination and the receipts and disbursements of the Manager for each such period and event. The annual reports also will describe the changes in the Company’s assets and liabilities during the reporting period, and any action taken by the Manager during the period in the performance of the Manager’s duties that have not been previously reported. The financial statements contained in such reports will be prepared in accordance with generally accepted accounting principles; however, the financial statements will not be audited by independent public accountants. The annual reports are filed with the Commission under cover of Form 10-K using SLC’s Commission file number. Additionally, notice of the annual reports is provided to the holders of Membership Interests and the annual report is posted on the Company’s website at www.ibffund.com. Pursuant to the No-Action Relief, these annual reports will not be deemed filed pursuant to Section 13 of the Exchange Act.

Pursuant to the No-Action Relief, the Manager will cause the Company to file with the Commission a current report under cover of Form 8-K using SLC’s Commission file number whenever an event with respect to the Company occurs that would require the filing of a Form 8-K by a company registered under the Exchange Act or whenever a material event relating to the Company’s assets or liabilities has occurred, such as an interim distribution. The Plan contemplates that the Company will make interim distributions approximately every 180 days, so long as there are funds available for such purpose. Twenty days before each proposed interim distribution, the ICA Trustee must file with the District Court, and serve on each Member of the Company, a report detailing (i) all actions taken during the prior six-month period, (ii) the financial condition of the Company and (iii) the amount and source of the proposed distribution. All interested parties will have an opportunity to object to the proposed distribution, with any objection to be resolved by the District Court. A current report under cover of Form 8-K will be filed in connection with each interim distribution, disclosing the information required by the Plan. Pursuant to the No-Action Relief, these current reports will not be deemed filed pursuant to Section 13 of the Exchange Act. Copies of each current report filed under cover of Form 8-K also will be available on the Company’s website, and notice of the filing of each current report on Form 8-K will be provided to all holders of Membership Interests.

Tax Treatment

The Company will issue an annual information statement to the Members with tax information for their tax returns. Members are urged to consult with their own tax advisors as to their own filing requirements and the appropriate tax reporting of this information on their returns.

Distributions

In December 2003, the Company issued a note in the original principal amount of $5 million (with an interest rate of 3.5% per annum) (the “Escrow Note”) payable to certain investors (“Escrow Investors”) who had invested in the Funds after the close of business on December 14, 2001 and whose monies were deposited at the time into an escrow account created pursuant to discussions with the staff of the Commission. On October 19, 2004, the ICA Trustee arranged for the Escrow Note to be paid in full on or about such date, and to make a distribution to investors in the Funds holding general unsecured claims (“General Investors”).

In February 2005, the Company distributed $7 million under the Plan. Escrow Investors were paid $254,298 and General Investors were paid $6,610,566. The balance, $135,136, was reserved for members of IBF V-Alternative Investment Holdings LLC (“AIH”) pending the closing of the acquisition of the assets of AIH pursuant to the Purchase and Sale Agreement, dated as of February 22, 2005, between AIH and the Company (the “AIH Transaction”), and has since been paid.

In September 2005, the Company distributed $4 million under the Plan. Escrow Investors were paid $145,314 and General Investors were paid $3,777,465. The balance, $77,221, was reserved for members of AIH pending the closing of the AIH Transaction, and has since been paid.

In November 2005, the Company consummated the AIH Transaction and made a distribution of $362,483 to members of AIH, meant as a “catch-up” payment to account for earlier distributions to the Company’s investors.

In December 2005, the Company distributed $6 million under the Plan. Escrow Investors were paid $217,971 and General Investors were paid $5,782,029.

In October 2006, the Company distributed $5 million under the Plan. Escrow Investors were paid $531,356 and General Investors were paid $4,469,644.

In April 2007, the Company distributed $8 million under the Plan. Escrow Investors were paid $271,212 and General Investors were paid $7,728,788.

In May 2008, the Company distributed $1.2 million under the Plan. Escrow Investors were paid $40,681 and General Investors were paid $1,159,319.

In December 2008, the Company distributed a $1.75 million under the Plan. Escrow Investors were paid $59,327 and General Investors were paid $1,690,673.

Property Sales

For a description of the Company’s transactions during the fiscal year ended December 31, 2008, see the Motion For An Order (I) Confirming The Timing For Making A Final Distribution Under The Plan (II) Granting Related Relief; Notice Of Proposed Ninth Distribution (“Distribution Motion”) included as Exhibit 99.1 and incorporated herein by reference.

Employees

The Company has no employees. Two former employees of the Company are now consultants to the Company.

Item 1A. Risk Factors.

Certain statements contained in this Annual Report that are not historical constitute “forward-looking statements.” You can identify forward-looking statements by the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “plan,” “intend,” “project,” “may,” “will” and other similar expressions. These statements are based upon our current expectations, estimates and projections, and they are not guarantees of future results. The forward-looking statements involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and could materially affect our actual results. Factors that could cause actual results to differ materially from those expressed or implied by forward-looking statements include, but are not limited to, the following risk factors.

We cannot assure the amounts or timing of distributions. If the values of our assets decline, or if the costs and expenses related to selling our remaining assets exceed our current estimates, then the amounts of any future distributions to the Members may be materially adversely affected. In addition, the ability to sell or dispose of certain assets depends, in some cases, on the availability of financing to buyers on favorable terms. If favorable financing is not available, it may take longer than expected to sell our remaining assets at desirable prices, and this may delay our ability to make distributions. We may not be successful in disposing of our remaining assets for value approximating those currently estimated by us or as to the timing of any related distributions.

The amounts and timing of distributions may be adversely affected by liabilities and indemnification obligations following asset sales. In selling our assets, we may be unable to negotiate agreements that provide for the buyers to assume all of the known and unknown liabilities relating to the assets, including, without limitation, environmental and structural liabilities. In addition, if we agree to indemnify the buyers for such liabilities, we may be unable to limit the scope or duration of such indemnification obligations to desirable levels or time periods. As a result, we have from time to time determined, and may in the future determine, that it is necessary or appropriate to reserve cash amounts or obtain insurance in order to attempt to cover the liabilities not assumed by the buyers and to cover potential indemnifiable losses and termination fees. The reserves and insurance may not be sufficient to satisfy all liabilities and indemnification obligations arising from assets we have, that we contemplate may be sold or that may arise after the sale of our remaining assets, and any insufficiencies may have a material adverse effect on the amounts and timing of any distributions.

We may be unable to obtain all of the consents and approvals necessary to transfer our remaining assets. In general, an agreement relating to the purchase and sale of assets and other properties often provides that the completion of the sale is subject to the satisfaction of certain conditions, including the requirement to obtain consents and approvals of specified third parties. If we fail to obtain all consents and approvals that are necessary to transfer our assets, we may fail to consummate dispositions, which could have a material adverse effect on the amount and timing of distributions to our members.

Terms of sales of assets are not subject to approval by the Members and may not be satisfactory to all Members. Our Manager has the authority to sell any or all of our assets on terms that he determines are appropriate, subject in certain circumstances to court approval. The Members will have no opportunity to vote on these matters and will, therefore, have no right to approve or disapprove the terms of the sales except, in certain circumstances, to file objections in court prior to a contemplated disposition. As a result, the terms of sales of assets may not be satisfactory to all Members. Pursuant to our operating agreement and the Plan, our Manager has discretion to cause us to invest certain amounts in assets and companies owned or effectively controlled by us and may request and receive authorization from the Liquidating Committee or the District Court to exceed such limits. These investments and the terms on which the investments may be made are not subject to the approval or disapproval of the Members and may not be satisfactory to all the Members. However, in certain instances, our Manager will be required to obtain court approval prior to making any such investments.

We face risks arising from the markets in which we hold assets. We hold investments in a broad range of businesses in a variety of markets. By virtue of this investment diversity, we face risks which may be unique to a particular business or market or to a particular investment. Any such risk may materially affect the value that we receive with respect to a particular asset upon disposition of such asset and may materially and adversely affect the aggregate proceeds received by us upon the disposition of our assets in the aggregate.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties.

The following is a description of the Company’s assets as of December 31, 2008. The Company’s assets were categorized as investments in Operating Businesses, Operating Hotels, Real Estate Development Properties and Securitization Assets, most of these assets have been disposed of. Note that the dollar amounts of certain investments set forth herein do not reflect the realizable value of such assets upon disposition, but rather constitute the net investment in such assets made by the Debtors. Many of these assets are subject to risks and many of the loans are in default with the amount of recovery by the Company uncertain. The financial data set forth in Items 6 and 8 below are based on estimates as of December 10, 2003 as adjusted for changes between December 10, 2003 and December 31, 2008. The market for such assets is difficult to determine and is subject to significant changes over time. There can be

no assurance that the Company will be successful in disposing of the assets for values approximating those currently estimated by it.

Operating Businesses

As a result of the consummation of the AIH Transaction on November 21, 2005, the Company acquired shares of Investment and Benefit Services, Inc. (n/k/a American Benefit Resources, Inc.) (“ABR”). On November 30, 2005, substantially all of the assets of ABR were sold to National Investment Managers, Inc. (“NIM”) pursuant to an Asset Purchase Agreement, dated as of November 1, 2005, between ABR and NIM. As a result of such transaction, the Company held 671,141 restricted shares of common stock of NIM. The Company exercised the option it had concerning the shares on November 4, 2008; as a result, the Company received $1 million. There are no additional sums expected to be received by the Company on account of ABR.

USM was originally sold to a third party, Sunset, in November 2005, in a transaction approved by the Bankruptcy Court. Prior to such time, the Company was a junior lender to USM and held various equity interests in USM. The sale generated cash proceeds of approximately $6 million, of which most went to retire matured senior debt and approximately $1 million was paid to the Company in partial satisfaction of the junior debt held by it.

In connection with the original sale, the Company provided $11 million of seller financing to Sunset, in exchange for which it received (a) a $1,000,000 secured note (“$1M Note”) issued by Sunset and USM, (b) a $5,000,000 secured note (“$5M Note”) issued by Sunset and USM, (c) a $5,000,000 12% secured convertible debenture (“$5M Debenture”) issued by Sunset and convertible into Sunset common stock, (d) shares of Series B Preferred Stock of US Mills and (e) warrants to acquire common stock of Sunset.

The original purchaser and related parties defaulted on the obligations they made to the Company in connection with the seller financing provided by the Company. As a result, the Company thereafter took measures to protect its interests in USM as well as obtained a new buyer and completed the sale to a new buyer (“New Buyer”) by February 2007.

The Company sought to enforce its debt instruments and related financial accommodations to recover its remaining debt. On February 14, 2007, the Company filed two lawsuits in the Bankruptcy Court, the first against Sunset, Holdings and Sanders and the second against Chadmoore and its controlling persons, Robert Moore and Stephen Radusch. In the first lawsuit, the defendants all claimed financial hardship and failed to respond prior to the return date and default judgments (“Default Judgments”) were taken against them. In the second lawsuit, the Company settled with two (2) of the Defendants — $750,000 from Chadmoore and $75,000 from Radusch.

On October 3, 2007, the Bankruptcy Court entered summary judgment in favor of the Company and against Moore on one count of the lawsuit for approximately $1.8 million. Moore filed an appeal and after further negotiation between the Company and Moore, a settlement was reached in September 2008; based on Moore’s financial hardship, Moore paid the Company $50,000. All actions related to this suit have been dismissed.

The Company received $950,000 from the New Buyer of USM in 2008; this was the return of an indemnity escrow that was established at the time of the closing with the New Buyer. Other than the Default Judgments, the collectability of which is in doubt, it is not anticipated that additional sums will be recovered by the Company on account of USM.

Operating Hotels

Chisholm Partners, Ltd., sold the Hilton Garden Inn, a 122-room hotel in Round Rock, Texas in March 2007. The Company recovered roughly $2,722,694 on account of its 75% limited partnership interest in Chisholm Partners, Ltd., including certain accrued management fees. In 2008, the Company received $247,917 from Chisholm Partners, Ltd. Chisholm Partners, Ltd. held funds from the sale of the Hilton to cover unforeseen costs in its wind-down; the $247,917 represents the Company’s portion of the monies not used in closing operations. No further recoveries will be received on account of this asset.

Real Estate Development Properties

The Company holds the following:

•

a loan in the amount of approximately $13.5 million as of December 31, 2007 to Cat Island Ventures, Ltd. with respect to the property by the name of Anguilla Beach, on Cat Island, Bahamas. Based on the present real estate market, it is not anticipated that this loan will be collected in full.

Securitization Assets

The Company holds the following:

	•		an equity investment interest in a residential mortgage loan securitization transaction with Lehman Brothers dated March 1, 2001 (ARC 2001-BC-1 (Lehman)); and

	•		equity investment interests in a residential mortgage loan securitization transaction with DLJ Mortgage Corp. and Credit Suisse First Boston dated November 2001 (CSFB ABS 2001-HE-25).

There is no market for these assets at this time, thus, recoveries on these assets are uncertain.

Other Assets

The Company holds cash and other short-term investments, collection assets, various litigation and similar claims against third parties and a receivable from IBF LLC.

For more information relating to the Company’s Other Assets during the fiscal year ended December 31, 2008, see the Distribution Motion.

Item 3. Legal Proceedings.

There is no pending litigation by or against the Company at this time.

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

No matters were submitted to a vote of the Members during the fiscal year ended December 31, 2008.

Part II

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

Market Information

There is no public market for the Membership Interests.

Holders

The Membership Interests are not transferable except by will, intestate succession, court order or operation of law. As of December 31, 2008, the Company had 3,234 Members of record.

Item 6. Selected Financial Data.

The unaudited selected financial data of the Company presented below should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Company’s Consolidated Financial Statements and the notes thereto included elsewhere in this Annual Report.


	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2008			2007			2006
Changes In Net Asset Data:
Total revenue	$	651,509		$	2,209,554		$	5,086,053
Total expenses		682,226			(2,788,361	)		(2,011,372	)
Net Income / (Loss)		(30,717	)		(578,807	)		3,074,681

Balance Sheet Data:
Total assets	$	5,846,997		$	8,708,638		$	17,441,020
Total liabilities		352,982			233,904			345,462

Net assets in liquidation	$	5,494,015		$	8,474,734		$	17,095,558

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

The following discussion should be read in conjunction with the Company’s consolidated financial statements appearing elsewhere in this Annual Report.

Actual values realized for assets and settlement of liabilities may differ materially from the amounts estimated.

Results of Operations

The following describes the Company’s results of operations for the fiscal years ended December 31, 2008, 2007 and 2006.

The Company recorded a net loss of $30,717 in 2008. The net loss resulted from no sales occurring in 2008 while still paying general and administrative expenses. The Company recorded a net loss of $578,807 in 2007. The net loss resulted from the loss of the sale of an investment and general and administrative expenses. The Company recorded a net profit of $3,074,681 in 2006. The net profit primarily resulted from gains on the sale of investments including Fairfield Inn and Tribeca less general and administrative expenses. General and administrative expenses include consultants, legal fees, member communication and other general office expenses.

Net Assets in Liquidation

Net Assets in Liquidation at December 31, 2008 were $5,494,015 as compared to $8,474,734 at December 31, 2007 and $17,095,558 at December 31, 2006. The valuation of Net Assets in Liquidation is based on estimates as of December 10, 2003 as adjusted for changes between December 10, 2003 and December 31, 2008. The actual values realized for assets and settlement of liabilities may differ materially from amounts estimated.

Distributions

During the fiscal year ended December 31, 2008, the Company made liquidating distributions pursuant to the Plan to the Members of $2.95 million. During the fiscal year ended December 31, 2007, the Company made liquidating distributions pursuant to the Plan to the Members of $8 million. During the fiscal year ended December 31, 2006, the Company made liquidating distributions pursuant to the Plan to the Members of $5 million. During the fiscal year ended December 31, 2005, the Company made a liquidating distribution pursuant to the Plan to the Members of $17 million. During the fiscal year ended December 31, 2004, the Company made a liquidating distribution pursuant to the Plan to the Members of $9,075,187. During the fiscal year ended December 31, 2008, the Company disposed of certain assets, as described in the Distribution Motion. During the fiscal year ended December 31, 2003, the Company made a liquidating distribution pursuant to the Plan to the Members of $19,210,651.

Dispositions

During the fiscal year ended December 31, 2008, the Company disposed of certain assets, as described in the Distribution Motion. During the fiscal year ended December 31, 2007, the Company disposed of certain assets, as described in the Sixth Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors (“Sixth Interim Report) (included as Exhibit 99.2) and the Seventh Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors (“Seventh Interim Report”) (included as Exhibit 99.3) . During the fiscal year ended December 31, 2006, the Company disposed of certain assets, as described in the Fourth Interim Report, the Fifth Interim Report, and the Sixth Interim Report, each of which is incorporated by reference into the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2004. During the fiscal year ended December 31, 2005, the Company disposed of certain assets, as described in the Third Interim Report and the Fourth Interim Report, each of which is incorporated by reference into the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2005. During the fiscal year ended December 31, 2004, the Company disposed of certain assets, as described in the Company’s First Interim Report and the Company’s Second Interim Report, each of which is incorporated by reference into the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2004. No assets were sold during the fiscal year ended December 31, 2003.

Liquidity and Capital Resources

The Manager anticipates that the combination of cash from asset sales, cash flows from operating activities and current cash reserves will provide adequate capital for all operating expenses of the Company for at least the next year.

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

The Company’s non-cash assets consist primarily of debt and equity investments in real estate development projects and investments in certain securitization assets. Most of the debt investments are in default and there is uncertainty as to how much the Company will recover from these assets. A substantial portion of the equity investments have little or no value due to the high levels of debt of the issuers. As disclosed herein, a substantial portion of that debt is in default. While changes in interest rates may have an effect on the realizable value of many of the Company’s assets, most of these assets consist of distressed investments in which factors other than interest rates (such as the creditworthiness of the debtor) are more material to the ultimate realizable value of the assets. As a result, the Company does not believe that it is possible to quantify or otherwise meaningfully describe the effect on the net realizable value of such assets of changes in interest rates or other market risk factors.

Item 8. Financial Statements and Supplementary Data.

IBF Fund Liquidating LLC
Consolidated Statement of Net Assets (Liquidation Basis)
December 31, 2008, 2007 and 2006
(Unaudited)


	2008			2007			2006
ASSETS:
Cash	$	995,569		$	1,609,293		$	1,596,168
Accounts Receivable					247,917			—
Indemnity Escrow Receivable					1,000,000			—
Investments
Investment in Operating Businesses					1,000,000			10,663,259
Investment in Operating Hotels		—			—			105,000
Investment in Real Estate Development Properties		4,525,358			4,525,358			4,518,001
Investment in Securitization Assets		74,988			74,988			74,989
Investment in Collection Assets		—			—			—

Total Investments		4,600,346			5,600,346			15,361,249

Miscellaneous Assets		251,082			251,082			483,603

Total Assets		5,846,997			7,708,638		$	17,441,020

LIABILITIES:
Current Liabilities:
Accounts Payable	$	178,309		$	133,904		$	130,462
Accrued Expenses — Professional Fees		174,673			100,000			215,000

Total Current Liabilities		352,982			233,904			345,462

Long-Term Liabilities:
Promissory Notes		—			—			—
Accrued Liabilities		—			—			—

Total Long-Term Liabilities		—			—			—
Equity:
Member Interest in LLC		9,094,782			12,044,784			20,044,782
Dividend		(42,019	)		(42,019	)		—
Retained earnings		(3,528,031	)		(2,949,224	)		(6,023,905	)
Net Income / (Loss)		(30,717	)		(578,807	)		3,074,681	)

Total Equity		5,494,015			7,474,734			17,095,558

Total Liabilities and Equity		5,846,997		$	7,708,638		$	17,441,020


The accompanying notes to the Consolidated Financial Statements are an integral part of these financial statements.


IBF Fund Liquidating LLC Consolidated Statement of Cash Flows For the Fiscal Years Ended December 31, 2008, 2007 and 2006 (Unaudited)

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2008			2007			2006
Cash flow from operating activities before reorganization items:
Cash paid to vendors	$	(75,671	)	$	(60,954	)	$	(3,044	)
Payroll and Benefits		—			—			—
Net cash (used) by operating activities before reorganization items

Before Reorganization Items		(75,671	)		(60,954	)		(3,044	)

Cash flows from reorganization items:
Additional Investments		(9,901	)		(669,605	)		(3,328,001	)
Return on Investments		2,310,934			11,362,342			5,730,550
Collection of Litigation Claims		500,000			200,000			80,000
Interest Earned on Accumulated Cash		31,161			62,645			75,949
Interest Earned on Investments		17,232			—			—
Liquidating Distribution		(2,956,704	)		(8,093,754	)		(10,407,726	)
Professional Fees for Services Rendered		(430,775	)		(2,787,549	)		(2,238,648	)

Net cash (used) by reorganization items		(538,053	)		74,079			(10,087,876	)

Net cash (used) by operating activities		(613,724	)		13,125			(10,090,920	)

Net Income (decrease) in cash and cash equivalents		(613,724	)		13,125			(10,090,920	)

Cash and cash equivalents at beginning of period		1,609,293			1,596,168			11,687,088

Cash and cash equivalents at end of period	$	995,569		$	1,609,293		$	1,596,168


The accompanying notes to the Consolidated Financial Statements are an integral part of these financial statements

IBF Fund Liquidating LLC Consolidated Statement of Profit and Loss For the Fiscal Years Ended December 31, 2008, 2007 and 2006 (Unaudited)

	Year Ended			Year Ended			Year Ended
	December 31,			December 31,			December 31,
	2008			2007			2006
Income:
Gain on Sale of Investment	$	603,116		$	2,146,909		$	5,010,104
Interest Income		48,393			62,645			75,949

Total income		651,509			2,209,554			5,086,053

Expense:
Professional Fees		612,563			2,773,126			1,909,793
Interest Expense		—			—			—
Office Expense		19,663			15,235			1,579
Payroll and Benefits		—			—			—
Loss on Sale of Investment		—			—			100,000

Total expense		682,226			2,788,361			2,011,372

Total income/(loss)	$	(30,717	)	$	(578,807	)	$	3,074,681

The accompanying notes to the Consolidated Financial Statements are an integral part of these financial statements.

IBF FUND LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008
(Unaudited)

PURPOSE OF IBF FUND LIQUIDATING LLC

The Company was established for the sole purpose of liquidating, collecting and maximizing the cash value of its assets, making distributions in accordance with the terms of the Plan, and taking actions as are necessary or appropriate to accomplish those purposes, including holding cash in the form of cash, money market funds, treasury bills or other cash equivalents, holding assets for the benefit of the Members, making limited additional investments in assets in certain instances to preserve and maximize the value of the assets and permit the orderly liquidation of those assets, enforcing the rights of the Members, and defending claims against such assets. With limited exceptions for pre-approved investments specified in the Plan and also reflected in the Company’s operating agreement, and for additional investments in an asset of $250,000 or less, which investments the Manager may make in the exercise of his business judgment, all additional investments in assets held by the Company are subject to oversight by the Bankruptcy Court, the District Court and the liquidation committee of the Company.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION

The asset values reflected on the Consolidated Statement of Net Assets are based on valuations performed as of December 10, 2003, as adjusted by operating activities from December 19, 2003 through December 31, 2008. The actual values realized for assets and settlement of liabilities may differ materially from the amounts estimated.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Manager to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

INCOME TAXES

The Company will be treated as a partnership for tax purposes and accordingly, will not be subject to federal or state income tax on any income earned or gain recognized by the Company. The Company will recognize taxable gain or loss when an asset is disposed of for an amount greater or less than the fair market value of such asset at the time it was transferred to the Company. Each Member will be treated as the owner of a pro rata portion of each asset, including cash, received by and held by the Company and will be required to report on his or her federal and state income tax return his or her pro rata share of taxable income, including gains and losses recognized by the Company. Accordingly, there is no provision for federal or state income taxes in the accompanying consolidated financial statements.

SALES OF ASSETS

During the year ended December 31, 2008, the Company disposed of certain assets, as described in the Distribution Motion.

LIQUIDATING DISTRIBUTIONS

In 2008, the Company made two liquidating distribution to the Members in the aggregate amount of approximately $2.95 million.

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

The Company did not employ independent accountants to perform an audit on the financial statements contained in this Annual Report.

Item 9A. Controls and Procedures.

Not applicable.

Item 9B. Other Information.

Not applicable.

Part III

Item 10. Directors and Executive Officers of the Registrant.


Arthur J. Steinberg		Mr. Steinberg was appointed ICA Trustee on December 5, 2002 and manages the Company in his separate capacity as the Manager and Liquidating Agent. Mr. Steinberg is a partner at King & Spalding LLP, in the Firm’s Bankruptcy/Financial Restructuring Group. Prior to joining King & Spalding LLP, Mr. Steinberg was a partner at Kaye Scholer LLP and was a member of the firm’s Restructuring Group since 1979.

Item 11. Executive Compensation.


Arthur J. Steinberg(1)		Legal fees and expenses paid to Kaye Scholer LLP for the fiscal years ended December 31, 2008, 2007 and 2006 were $345,716, $2,641,141 and $1,889,531, respectively.


(1)		Mr. Steinberg is serving as ICA Trustee and the Manager of the Company and, when appropriate, as a lawyer. Mr. Steinberg is charging $500 per hour for services in his capacity as ICA Trustee pursuant to discussions with the Staff of the Commission. For all other work, he is charging his customary rate of $865 per hour, which rate is subject to periodic adjustment. Because in many instances it would be difficult to allocate between the two categories of services, Mr. Steinberg’s time has been allocated using a formula of 40% lawyer-time and 60% ICA Trustee-time. In most instances, Mr. Steinberg serves solely as lawyer, which would be at the higher rate, but this methodology was proposed to avoid the burdensome and time consuming exercise of providing a more exact allocation.

(2)		After March 2008, fees were not paid to the Company’s professionals. Fees will be paid upon fee applications of such professionals at the completion of the ICA Trustee’s management of the Company.

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

There is no public market for the Membership Interests. The Membership Interests are not transferable except by will, intestate succession, order of a court or operation of law. No Members hold Membership Interests constituting 5% or more of the aggregate Membership Interests of the Company.

Item 13. Certain Relationships and Related Transactions.

Legal fees and expenses paid to Kaye Scholer LLP for the fiscal years ended December 31, 2008, 2007 and 2006 were $345,716, $2,641,141 and $1,889,531, respectively. Mr. Steinberg, appointed ICA Trustee and the Manager and Liquidating Agent of the Company, is a partner at King & Spalding LLP. Prior to joining King & Spalding LLP, Mr. Steinberg was a partner at Kaye Scholer LLP and was a member of the firm’s Restructuring Group since 1979.

Item 14. Principal Accountant Fees and Services.

The Company did not employ independent accountants to perform an audit of the financial statements contained in this Annual Report.

Part IV

Item 15. Exhibits and Financial Statement Schedules.

(a)(1)(2) The following financial statements are filed as part of this Annual Report pursuant to Item 8 hereof, together with the notes thereto:

	•		The Company’s Consolidated Statement of Net Assets as of December 31, 2007, December 31, 2006, December 31, 2005, December 31, 2004 and December 31, 2003;

	•		The Company’s Consolidated Statement of Cash Flows for the fiscal years ended December 31, 2007, December 31, 2006, December 31, 2005 and December 31, 2004; and

	•		The Company’s Consolidated Statement of Profit and Loss for the fiscal years ended December 31, 2007, December 31, 2006, December 31, 2005, December 31, 2004 and December 31, 2003.

(3)

Exhibits

2.1		First Amended Joint Liquidating Plan of Reorganization with Respect To InterBank Funding Corp., IBF Collateralized Finance Corporation, IBF VI — Secured Lending Corporation and IBF Premier Hotel Group, Inc., declared effective by the United States Bankruptcy Court for the Southern District of New York by order dated August 14, 2003 and declared effective on December 10, 2003*

2.2		IBF Fund Liquidating LLC Operating Agreement, dated September 24, 2003, by and among IBF Fund Liquidating LLC and each person who becomes a Member of the Company pursuant to the Plan*

10.1		Letter Agreement, dated as of February 18, 2005, among IBF Fund Liquidating LLC, Charles T. Verde and Cynthia Davis**

10.2		Asset Purchase Agreement, dated as of February 22, 2005, among IBF Fund Liquidating LLC and IBF V-Alternative Investment Holdings, LLC**

10.3		Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November 10, 2005, among IBF Fund Liquidating LLC, U.S. Mills, Inc., USM Acquisition Sub, Inc. and Sunset Brands, Inc.***

10.4		Investor Rights Agreement, dated as of November 10, 2005, between the Company and Sunset Brands, Inc.†

10.5		Escrow Agreement, dated as of November 10, 2005, among the Company, Sunset Brands, Inc., U.S. Mills, Inc. and Continental Stock Transfer & Trust Company, as escrow agent.†

10.6		12% Secured Convertible Debenture in the original principal amount of $5,000,000 issued by Sunset Brands, Inc. to the Company.***

10.7		Warrants to purchase 4,200,000 shares of common stock of Sunset Brands, Inc.***

10.8		Warrants to purchase 2,173,913 shares of common stock of Sunset Brands, Inc.***

10.9		Registration Rights Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company.†

10.10		Senior Subordinated Note in the original principal amount of $1,000,000, executed by Sunset Brands, Inc. and U.S. Mills, Inc. in favor of the Company.†

10.11		Senior Subordinated Note in the original principal amount of $5,000,000, executed by Sunset Brands, Inc. and U.S. Mills, Inc. in favor of the Company.†

10.12		Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.13		Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company.†

10.14		Intellectual Property Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.15		Master Subordination and Intercreditor Agreement, dated as of November 10, 2005, among CapitalSource Finance LLC, Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.16		Junior Management Fee Subordination Agreement, dated as of November 10, 2005, among Sunset Holdings International, Ltd., Sunset Brands, Inc. and the Company.†

10.17		Junior Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.18		Junior Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company.†

10.19		Junior Intellectual Property Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.20		Junior Subordination and Intercreditor Agreement, dated as of November 10, 2005, among Sunset Brands, inc., U.S. Mills, Inc. and the Company.†

10.21		Assignment of Contract as Collateral Security, dated as of November 10, 2005, between Sunset Holdings International, Ltd. and the Company.†

10.22		Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Holdings International, Ltd. and the Company.†

10.23		Assignment of Loan Documents, dated as of October 23, 2006, by CapitalSource Finance LLC in favor of the Company.††

10.24		Asset Purchase Agreement, dated as of December 21, 2006, between IBF Fund Liquidating LLC and USM Acquisition, LLC.†††

99.1		Motion For An Order (I) Confirming The Timing For Making A Final Distribution Under The Plan (II) Granting Related Relief; Notice Of Proposed Ninth Distribution

99.2		Sixth Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors

99.3

Seventh Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors


*		Incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 30, 2004.

**		Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 18, 2005.

***		Incorporated by reference from Sunset Brands, Inc.’s Current Report on Form 8-K filed on November 17, 2005.

†		Incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 31, 2006.

††		Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 3, 2007.

†††		Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 16, 2007.

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.


	IBF FUND LIQUIDATING LLC
	By:	/s/ Arthur J. Steinberg
		Arthur J. Steinberg, as ICA Trustee
		Liquidating Agent and Manager

Dated March 30, 2008

EXHIBIT INDEX


Exhibit No.		Description

2.1		First Amended Joint Liquidating Plan of Reorganization with Respect To InterBank Funding Corp., IBF Collateralized Finance Corporation, IBF VI — Secured Lending Corporation and IBF Premier Hotel Group, Inc., declared effective by the United States Bankruptcy Court for the Southern District of New York by order dated August 14, 2003 and declared effective on December 10, 2003*

2.2		IBF Fund Liquidating LLC Operating Agreement, dated September 24, 2003, by and among IBF Fund Liquidating LLC and each person who becomes a Member of the Company pursuant to the Plan*

10.1		Letter Agreement, dated as of February 18, 2005, among IBF Fund Liquidating LLC, Charles T. Verde and Cynthia Davis**

10.2		Asset Purchase Agreement, dated as of February 22, 2005, among IBF Fund Liquidating LLC and IBF V-Alternative Investment Holdings, LLC**

10.3		Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November 10, 2005, among IBF Fund Liquidating LLC, U.S. Mills, Inc., USM Acquisition Sub, Inc. and Sunset Brands, Inc.***

10.4		Investor Rights Agreement, dated as of November 10, 2005, between the Company and Sunset Brands, Inc.†

10.5		Escrow Agreement, dated as of November 10, 2005, among the Company, Sunset Brands, Inc., U.S. Mills, Inc. and Continental Stock Transfer & Trust Company, as escrow agent.†

10.6		12% Secured Convertible Debenture in the original principal amount of $5,000,000 issued by Sunset Brands, Inc. to the Company.***


Exhibit No.		Description

10.7		Warrants to purchase 4,200,000 shares of common stock of Sunset Brands, Inc.***

10.8		Warrants to purchase 2,173,913 shares of common stock of Sunset Brands, Inc.***

10.9		Registration Rights Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company.†

10.10		Senior Subordinated Note in the original principal amount of $1,000,000, executed by Sunset Brands, Inc. and U.S. Mills, Inc. in favor of the Company.†

10.11		Senior Subordinated Note in the original principal amount of $5,000,000, executed by Sunset Brands, Inc. and U.S. Mills, Inc. in favor of the Company.†

10.12		Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.13		Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company.†

10.14		Intellectual Property Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.15		Master Subordination and Intercreditor Agreement, dated as of November 10, 2005, among CapitalSource Finance LLC, Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.16		Junior Management Fee Subordination Agreement, dated as of November 10, 2005, among Sunset Holdings International, Ltd., Sunset Brands, Inc. and the Company.†

10.17		Junior Security Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.18		Junior Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Brands, Inc. and the Company.†

10.19		Junior Intellectual Property Security Agreement, dated as of November 10, 10025, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.20		Junior Subordination and Intercreditor Agreement, dated as of November 10, 2005, among Sunset Brands, Inc., U.S. Mills, Inc. and the Company.†

10.21		Assignment of Contract as Collateral Security, dated as of November 10, 2005, between Sunset Holdings International, Ltd. and the Company.†

10.22		Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Holdings International, Ltd. and the Company.†

10.23		Assignment of Loan Documents, dated as of October 23, 2006, by CapitalSource Finance LLC in favor of the Company.††

10.24		Asset Purchase Agreement, dated as of December 21, 2006, between IBF Fund Liquidating LLC and USM Acquisition, LLC.†††

99.1		Motion For An Order (I) Confirming The Timing For Making A Final Distribution Under The Plan (II) Granting Related Relief; Notice Of Proposed Ninth Distribution

99.2		Sixth Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors

99.3		Seventh Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors


*		Incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 30, 2004.

**		Incorporated by reference from the Company’s Current Report on Form 8-K filed on March 18, 2005.

***		Incorporated by reference from Sunset Brands, Inc.’s Current Report on Form 8-K filed on November 17, 2005.

†		Incorporated by reference from the Company’s Annual Report on Form 10-K filed on March 31, 2006.

††		Incorporated by reference from the Company’s Current Report on Form 8-K filed on January 3, 2007.

†††		Incorporated by reference from the Company’s Current Report on Form 8-K filed on February 16, 2007.

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IBF VI GUARANTEED INCOME FUND 10-K