UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-K





þ
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended December 31,
      2007ORo
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934





Commission
file number:  000-27926




ICON
Cash Flow Partners, L.P. Seven Liquidating Trust


(Exact
name of registrant as specified in its charter)




Delaware
            
            13-3835387(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)100
      Fifth Avenue, 4th
      Floor
              New
      York, New York
            
            10011-1505(Address
      of principal executive offices)
            
            (Zip
      Code)





(212)
418-4700


(Registrant’s
telephone number, including area code)




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 þ




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




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





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.                 Yes
þ    No





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 definition of “accelerated filer, "large accelerated
filer” and "smaller reporting company" in Rule 12b-2 of the Exchange
Act.


Large
accelerated filer
         Accelerated
filer            Non-accelerated
filer  þ   Smaller reporting
company




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).Yes     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 day of the registrant’s most recently completed second fiscal
quarter:  Not
applicable.




There is
no established market for equity interests of the registrant.







DOCUMENTS
INCORPORATED BY REFERENCE





None.















EXPLANATORY
NOTE





On March
6, 2008 the Registrant received $376,586 of additional funds from an escrow
account that was established in connection with certain litigation with Rowan
Companies, Inc. regarding a Rowan Halifax mobile offshore jack-up drilling rig.
This amount was released from the escrow account as a result of interest income
that was earned on the amounts held in the escrow account.  Other than
this receipt of funds, the Registrant has not had any changes in assets and no
action has been taking by the managing trustee since July 12, 2007.

















Table
of Contents


PageStatement of Net Assets (Liquidation Basis) at December 31,
      2007 (unaudited)
            1Statement
      of Changes in Net Assets (Liquidation Basis) for the Period from July 12,
      2007through
      December 31, 2007 (unaudited)
            2Statement
      of Cash Flows (Liquidation Basis) for the Period from July 12, 2007through
      December 31, 2007 (unaudited)
            3Notes to Financial
    Statements (unaudited)
            4Signature Page
            9















ICON Cash Flow Partners, L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statement
      of Net Assets (Liquidation Basis)(unaudited)AssetsDecember 31, 2007Current
      assetsCash
      and cash equivalents
            
            $
            21,091Accrued
      interest receivable
            
            
            19,389Total
      current assets
            
            
            40,480Non-current
      assetsInvestment
      in limited partnership
            
            
            7,229,793Note
      receivable
            
            
            318,719Total
      non-current assets
            
            
            7,548,512Total
      Assets
            
            
            7,588,992LiabilitiesCurrent
      liabilitiesAccrued
      expenses and other liabilities
            
            
            38,290Total
      Liabilities
            
            
            38,290Commitments
      and contingenciesNet
      Assets in Liquidation
            
            $
            7,550,702






See
accompanying notes to financial statements
 1











ICON Cash Flow Partners, L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statement
      of Changes in Net Assets (Liquidation Basis)(unaudited)Period from July 12, 2007
              (Formation of Statutory Trust) through
      December 31, 2007Revenue:Loss
      from investments in joint venture and limited partnership
            
            $
            (20,883
            )Interest
      and other income
            
            
            4,805Total
      revenue
            
            
            (16,078
            )Expenses:General
      and administrative
            
            
            2,006Total
      expenses
            
            
            2,006Net
      loss
            
            
            (18,084
            )Distribution
      of assets to beneficiaries
            
            
            (1,211
            )Net
      Assets in Liquidation at July 12, 2007
            
            
            7,569,997Net
      Assets in Liquidation at December 31, 2007
            
            $
            7,550,702







See
accompanying notes to financial statements
 2








ICON Cash Flow Partners, L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statement
      of Cash Flows (Liquidation Basis)(unaudited)Period from July 12, 2007
              (Formation of Statutory Trust) through
      December 31, 2007Cash
      flows from operating activities:Net
      loss
            
            $
            (18,084
            )Adjustments
      to reconcile net loss to net cashprovided
      by operating activities:Loss
      from investment in joint venture and limited partnership
            
            
            20,883Changes
      in operating assets and liabilities:Accrued
      interest receivable
            
            
            (18,787
            )Accrued
      expenses and other liabilities
            
            
            38,290Net
      cash provided by operating activities
            
            
            22,302Cash
      flows from financing activities:Liquidating
      distributions
            
            
            (1,211
            )Net
      cash provided by financing activitiesNet
      increase in cash and cash equivalents
            
            
            21,091Cash
      and cash equivalents, beginning of the period
            
            
            -Cash
      and cash equivalents, end of the period
            
            $
            21,091







See
accompanying notes to financial statements


3
 ICON Cash Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 Period
from July 12, 2007 through December 31,
2007




(1)
            Purpose
      of Liquidating Trust





ICON Cash
Flow Partners L.P. Seven Liquidating Trust, a Delaware Statutory Trust, was
formed on July 12, 2007 (the “Liquidating Trust”).The
Liquidating Trust is governed by a Liquidating Trust Agreement that appointed
ICON Capital Corp. as managing trustee of the Liquidating Trust. The Liquidating
Trust’s one asset is an investment in North Sea (Connecticut) Limited
Partnership, which entitles the Liquidating Trust to receive proceeds from
litigation regarding the Rowan Halifax mobile offshore jack-up drilling rig, if
and when received.  This asset was transferred to the Liquidating Trust
from ICON Cash Flow Partners L.P. Seven (“Fund Seven”).  In order to reduce
the expenses incurred by Fund Seven and to maximize potential distributions to
investors, Fund Seven transferred all of its remaining assets and liabilities to
the Liquidating Trust. As there is no equity in a Liquidating Trust,
no changes in the statement of member's equity was presented.  As
of July 12, 2007, Fund Seven’s general and limited partnership interests were
exchanged for an equal number of beneficial interests in the Liquidating
Trust.




(2)
            Summary
      of Significant Accounting Policies







Basis of
Presentation





The
accompanying financial statements of the Liquidating Trust have been prepared in
accordance with U.S. generally accepted accounting principles (“US
GAAP”).





The
financial statements include the accounts of the Liquidating Trust. All
intercompany accounts and transactions have been eliminated in
consolidation.





The
Liquidating Trust accounts for its noncontrolling interests in joint ventures
where the Liquidating Trust has influence over financial and operational
matters, generally 50% or less ownership interest, under the equity method of
accounting. In such cases, the Liquidating Trust 's original investments are
recorded at cost and adjusted for its share of earnings, losses and
distributions.  The Liquidating Trust accounts for investments in
joint ventures where the Liquidating Trust has virtually no influence over
financial and operational matters using the cost method of
accounting.  In such cases, the Liquidating Trust's original
investments are recorded at cost and any distributions received are recorded as
revenue.  All of the Liquidating Trust's investments in joint ventures
are subject to its impairment review policies.





Cash and
Cash Equivalents





Cash and
cash equivalents include cash in banks and highly liquid investments with
original maturity dates of three months or less when purchased.





Risks and
Uncertainties





In the
normal course of business, the Liquidating Trust is exposed to two significant
types of economic risk: credit and market. Credit risk is the risk of a lessee’s
inability or unwillingness to make contractually required payments.
Concentrations of credit risk with respect to lessees are dispersed across
different industry segments within the United States of America and throughout
the world.  Although the Liquidating Trust does not currently foresee
a concentrated credit risk associated with these customers, lease payments are
dependent upon the financial stability of the industry segments in which they
operate. See Note 4 for concentration of risk.





Market
risk reflects the change in the value of debt instruments and credit
facilities due to change in interest rate spreads or other market factors.
The Liquidating Trust believes that the carrying value of its investment
obligations is reasonable taking into consideration these risks, along with
estimated collateral values, payment history and other relevant
information.






4
 ICON Cash
Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 Period
from July 12, 2007 through December 31,
2007





(2)
            Summary
      of Significant Accounting Policies -
continued





Asset
Impairments





The
significant assets in our portfolio are periodically reviewed, no less
frequently than annually, to determine whether events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable. An impairment loss will be recognized only if the carrying amount
of a long-lived asset is not recoverable and exceeds its fair market value. If
an impairment is determined to exist, the impairment loss will be measured as
the amount by which the carrying value of a long-lived asset exceeds its fair
value and recorded in the statement of operations in the period the
determination is made.





The
events or changes in circumstances that generally indicate that an asset may be
impaired are (i) the estimated fair value of the underlying equipment is less
than its carrying value or (ii) the lessee is experiencing financial
difficulties and it does not appear likely that the estimated proceeds from the
disposition of the asset will be sufficient to satisfy the residual position in
the asset and, if applicable, the remaining obligation to the non-recourse
lender.  Generally in the latter situation, the residual position relates
to equipment subject to third party non-recourse debt where the lessee
remits its rental payments directly to the lender and the Liquidating
Trust  does not recover its residual position until the non-recourse
debt is repaid in full. The preparation of the undiscounted cash flows requires
the use of assumptions and estimates, including the level of future rents, the
residual value expected to be realized upon disposition of the asset, estimated
downtime between re-leasing events and the amount of re-leasing costs. The
Managing Trustee’s review for impairment includes a consideration of the
existence of impairment indicators including third party appraisals, published
values for similar assets, recent transactions for similar assets, adverse
changes in market conditions for specific asset types and the occurrence of
significant adverse changes in general industry and market conditions that could
affect the fair value of the asset.





Revenue
Recognition





For notes
receivable, the Liqudating Trust uses the interest method to recognize interest
income, which produces a constant periodic rate of return on the investment,
when earned.





Notes
Receivable





Notes
receivable are reported at their outstanding principal balances net of any
unamortized deferred fees and premiums or discounts on purchased loans.
Interest receivable resulting from the unpaid principal is recorded separately
from the outstanding balance.





Income
Taxes





The
Liquidating Trust is taxed as a partnership for federal and state income tax
purposes.  No provision for income taxes has been recorded since the
liability for such taxes is that of each of the individual beneficiary
rather than the Liquidating Trust . The Liquidating Trust's income tax returns
are subject to examination by the federal and state taxing authorities, and
changes, if any, could adjust the individual income tax of the
partners.





Use of
Estimates





The
preparation of financial statements in conformity with US GAAP requires the
Managing Trustee to make estimates and assumptions that affect the reported
amounts of assets and liabilities and the disclosure of contingent assets and
liabilities as of the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Significant estimates
primarily include the determination of allowance for doubtful accounts,
depreciation and amortization, impairment losses, estimated useful lives and
residual values.  Actual results could differ from those
estimates.





5
 ICON Cash
Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 Period
from July 12, 2007 through December 31,
2007




(2)
            Summary
      of Significant Accounting Policies -
continued




In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, “Accounting for Fair Value Measurement (“SFAS
No. 157”)”.  SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and establishes a hierarchy that categorizes and prioritizes the sources to be
used to estimate fair value. SFAS No. 157 also expands financial statement
disclosures about fair value measurements. On February 14, 2008, the FASB issued
FASB Staff Position SFAS No. 157-1, which amends SFAS No. 157 to
exclude SFAS No. 13, “Accounting for Leases” and other accounting pronouncements
that address fair value measurements of leases from the provisions of SFAS
No. 157.  SFAS No. 157 is effective for financial statements
issued for fiscal years beginning after November 15, 2007. The Manager has
not yet determined whether SFAS No. 157 will have a material impact on its
financial condition, results of operations, or cash flow. However, the Manager
believes it will likely be required to provide additional disclosures as part of
future financial statements, beginning with the first quarter of
2008.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities—Including an Amendment of SFAS
No. 115” (“SFAS No. 159”), which permits but does not require the
Liquidating Trust to measure financial instruments and certain other items at
fair value. Unrealized gains and losses on items for which the fair value option
has been elected is reported in earnings.  This statement is effective
for financial statements issued for fiscal years beginning after November 15,
2007.  The Manager is currently evaluating the impact of adopting SFAS
No. 159 on the financial statements.




In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
in Financial Statements—an Amendment of ARB No. 51” (“SFAS
No. 160”). SFAS No. 160 establishes accounting and reporting standards
for the noncontrolling interest in a subsidiary and for the retained interest
and gain or loss when a subsidiary is deconsolidated. This statement is
effective for financial statements issued for fiscal years beginning on or after
December 15, 2008 with earlier adoption prohibited. The Manager is
currently evaluating the impact of SFAS No. 160 on the financial
statements.





(3)
            Investment
      in Limited Partnership





North Sea
(Connecticut) Limited Partnership





Fund
Seven entered into a limited partnership agreement with North Sea (Connecticut)
Limited Partnership ("North Sea"), pursuant to which Fund Seven acquired 100% of
the Class C limited partnership interest in North Sea giving the Fund Seven a
50% equity interest in North Sea. The original purchase price for the Class C
limited partnership interest was approximately $14,726,000, consisting of
approximately $12,325,000 in cash and approximately $2,401,000 of non-recourse
debt.  North Sea exercised its option to acquire an interest in a drilling
rig from its owner, which drilling rig had previously been acquired from, and
simultaneously leased back to the operator.





The lease
was financed on a non-recourse basis with a bank and a portion of the loan
proceeds were used to pay for the exercise price of the option, with the excess
loan proceeds of $20,002,567 distributed to the partners (Fund Seven received a
$10,001,284 distribution which represented the Fund Seven’s original 50% share).
The other partner in North Sea is not affiliated with Fund Seven, the
Liquidating Trust or the Managing Trustee.







6
 ICON Cash
Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 Period
from July 12, 2007 through December 31,
2007




(3)
            Investment
      in Limited Partnership - continued





The
Liquidating Trust currently has a right in and to 87.65% of the profits, losses
and cash flows from its Class C limited partnership interest in North
Sea.  During November 2004 and February 2005, Fund Seven assigned
6.64% and 5.71%, respectively, of its rights in and to the profits, losses and
cash flows from its Class C limited partnership interest to several of its
affiliates as repayment under the terms of a contribution agreement Fund Seven
entered into with such affiliates in connection with the line of credit it had
with Comerica Bank.





The oil
rig charterer (the “Charterer”) had entered into a charter with the owner
trustee of the drilling rig, which had a monthly rental of approximately
$436,000 that was paid semi-annually and was scheduled to expire on March 15,
2008.





On
October 5, 2005, the Charterer notified the owner trustee of the rig that an
"Event of Loss" occurred with respect to the rig in September 2005 as a result
of Hurricane Rita.  The charter provides that the Charterer will pay
to the lender (and upon satisfaction of all of the debt outstanding, to the
owner trustee on behalf of North Sea) an amount equal to the "Stipulated Loss
Value" of the rig.  The "Stipulated Loss Value" of the rig is
determined according to the terms of the charter between the Charterer and the
owner trustee of the rig.  The “Stipulated Loss Value” is defined as
the sum of (i) the charter hire payment payable on the first charter hire
payment date following an “Event of Loss”, (ii) the present value of the
remaining charter hire payments due to the lender and (iii) the present value of
the fair market value of the rig at the end of the charter, as determined by the
appraisal procedure under the charter.  Pursuant to the terms of the
charter, the Charterer, was required to make its semi-annual payment of the
charter hire following an “Event of Loss,” as discussed below, which payment was
made in the quarter ending March 31, 2006.





Prior to
North Sea initiating the appraisal procedure on November 29, 2005, the Charterer
commenced a declaratory judgment action in Texas State Court requesting that the
court declare, among other things, that "Stipulated Loss Value" should be
determined by "the value estimated in advance" of the renewal term of the
charter, which amount was never documented or agreed to by the
parties.  North Sea immediately filed a counterclaim against the
Charterer to, among other things, have the charter enforced in accordance with
its terms, and the owner trustee of the rig initiated the appraisal procedure
required under the charter.  The appraisal procedure was completed and
it was determined that the "Stipulated Loss Value" of the rig at the end of the
charter was $80,235,317.





On or
about May 22, 2006, the Charterer paid to North Sea (i) the March 2006 charter
hire payment and (ii) the component of the “Stipulated Loss Value” of the rig
represented by the present value of the remaining charter hire payments due to
the lender, which amounts were used to fully satisfy the approximately
$9,300,000 of outstanding non-recourse debt on the rig.  On May 31,
2006, Fund Seven received a distribution of $3,951,064 with respect to its Class
C limited partnership interest in North Sea, which distribution was net of the
repayment by North Sea of all of the outstanding obligations owed by North Sea
to the affiliate of Fund Seven (the “Distribution”).  The Distribution
represented Fund Seven’s portion of the $10,941,943 in net insurance proceeds
that the Charterer agreed to distribute to North Sea with respect to the
rig.





On
September 1, 2006, the Charterer and North Sea each filed motions for complete
summary judgment.  Oral argument on the motions occurred on November
7, 2006.  On January 24, 2007, the Texas State Court issued a
preliminary order granting all of North Sea’s summary judgment motions and
denying all of the Charterer’s summary judgment motions. In addition, the Court
ordered the Charterer to pay North Sea the approximately $60 million plus
interest thereon that North Sea claimed as its damages.  On March 7,
2007, the Texas State Court issued its final judgment and an order of severance
and consolidation with respect to the parties’ summary judgment
motions.  In its final judgment, the Texas State Court (i) granted all
of North Sea’s summary judgment motions that support the Court’s related order
for the Charterer to pay North Sea the approximately $60 million plus interest
thereon that North Sea claimed as its damages, as well as $500,000 in attorneys’
fees, (ii) denied all of North Sea’s other summary judgment motions, except for
those that were severed pursuant to the order of severance and consolidation,
and (iii) denied all of the Charterer’s summary judgment motions. The
Charterer appealed the Texas State Court’s judgment and filed its appeals brief
on November 7, 2007.  North Sea’s appeals brief was filed on March 3,
2008.  The Texas Court of Appeals scheduled the appeals hearing for May 1,
2008 and ICON understands that the Court of Appeals typically renders its
decision six to nine months after the hearing.  The parties would then have
the right to appeal the Texas Court of Appeals decision to the Texas Supreme
Court.




7
 ICON Cash
Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 Period
from July 12, 2007 through December 31,
2007




(3)
            Investment
      in Limited Partnership - continued




While it
is not possible at this stage to determine the likelihood of the outcome of the
litigation, the Managing Trustee believes that the Court’s decision is correct
and the Managing Trustee is working with the other North Sea partners to
vigorously pursue its claims and defend the Court’s decision the appeal brought
by the Charterer. Although the court initially ruled in North Sea’s favor, the
outcome of any appeal is uncertain. The appeals process may span several months,
possibly even several years, during such time the Liquidating Trust expects to
incur additional expenses and legal fees. If the Texas State Court’s decision is
reversed on appeal, the matter will be remanded to the Texas State Court and
could proceed to trial, which would further delay a resolution of the
dispute.  A trial will require the Liquidating Trust and the other
North Sea partners to devote significant resources, including substantial time
and money, to the pursuit of North Sea’s claims.  There is no
certainty that a trial will result in a favorable verdict.  If the
Charterer prevails on appeal, it is anticipated that such a verdict would have a
material adverse effect on the cash available for distribution to the
beneficiary of the Liquidating Trust.





For the
year ended December 31, 2006, North Sea recorded net income of approximately
$152,000. Under the terms of the charter, the Charterer was required to timely
make its next scheduled semi-annual rental payment after an Event of Loss. The
Charterer made this final payment on or about March 15, 2006.





(4)
            Concentrations





The
Liquidating Trust’s cash and cash equivalents are held principally at one
financial institution and at times may exceed insured limits.  The
Liquidating Trust has placed these funds in a high quality institution in order
to minimize the risk of loss.





8








SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, we have duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.





ICON Cash
Flow Partners, L.P. Seven Liquidating Trust File No.000-27926 (Registrant) by
its Managing Trustee, ICON Capital Corp.





Date:
April 15, 2008





/s/ Michael A.
Reisner


Michael
A. Reisner


Co-Chief
Executive Officer, Co-President, and Chief Financial Officer


(Co-Principal
Executive Officer and Principal Financial Officer)





/s/ Mark
Gatto


Mark
Gatto


Co-Chief
Executive Officer, Co-President, and Chief Acquisitions Officer


(Co-Principal
Executive Officer)





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
capacity and on the dates indicated.





ICON
Capital Corp.


Managing
Trustee of the Registrant





Date:
April 15 2008





/s/ Michael A.
Reisner


Michael
A. Reisner


Co-Chief
Executive Officer, Co-President, and Chief Financial Officer


(Co-Principal
Executive Officer and Principal Financial Officer)





Date:
April 15, 2008





/s/ Mark
Gatto


Mark
Gatto


Co-Chief
Executive Officer, Co-President, and Chief Acquisitions Officer


(Co-Principal
Executive Officer)





Date:
April 15, 2008





/s/ Thomas W.
Martin


Thomas W.
Martin


Chairman
and Director





Supplemental
Information to be furnished with reports filed pursuant to Section 15(d) of the
Act by Registrant which have not registered securities pursuant to Section 12 of
the Act.





No annual
report or proxy material has been sent to security holders.









9