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,
      2008ORo
            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
            
            20-7478738(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  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    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.




Number of
outstanding beneficial interests of the Registrant on February 28, 2009 is
987,287.


DOCUMENTS
INCORPORATED BY REFERENCE





None.




*ICON
Cash Flow Partners, L.P. Seven Liquidating Trust is the transferee of the assets
and liabilities of ICON Cash Flow Partners, L.P. Seven, and files reports under
the Commission file number for ICON Cash Flow Partners, L.P. Seven, which filed
a Form 15 on August 14, 2007, indicating its notice of termination of
registration and filing requirements.














Table of Contents


PageStatements of Net Assets (Liquidation Basis)
      (unaudited)
            1Statements
      of Changes in Net Assets (Liquidation Basis)(unaudited)
            2Statements
      of Cash Flows (Liquidation Basis)(unaudited)
            3Notes to Financial
      Statements (unaudited)
            4Signature Page
            8Certification of Co-Chief Executive
      OfficerCertification of Co-Chief Executive
      OfficerCertification of Chief Financial
      Officer







Table of Contents







ICON Cash Flow Partners, L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statements
      of Net Assets (Liquidation Basis)(unaudited)AssetsDecember
      31,2008
                    
                    
                    2007Current
      assetsCash
      and cash equivalents
                    
                    $
                    1,600
                    
                    
                    $
                    21,091Accrued
      interest receivable
                    
                    
                    -
                    
                    
                    
                    19,389Total
      current assets
                    
                    
                    1,600
                    
                    
                    
                    40,480Non-current
      assetsInvestment
      in limited partnership
                    
                    
                    7,229,793
                    
                    
                    
                    7,229,793Note
      receivable
                    
                    
                    -
                    
                    
                    
                    318,719Total
      non-current assets
                    
                    
                    7,229,793
                    
                    
                    
                    7,548,512Total
      Assets
                    
                    
                    7,231,393
                    
                    
                    
                    7,588,992LiabilitiesCurrent
      liabilitiesAccrued
      expenses and other liabilities
                    
                    
                    -
                    
                    
                    
                    38,290Total
      Liabilities
                    
                    
                    -
                    
                    
                    
                    38,290Commitments
      and contingenciesNet
      Assets in Liquidation
                    
                    $
                    7,231,393
                    
                    
                    $
                    7,550,702








See
accompanying notes to financial statements.
 1
 Table of Contents








ICON Cash Flow Partners, L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statements
      of Changes in Net Assets (Liquidation Basis)(unaudited)Year ended December 31,
2008
                
                
                Period from July 12, 2007
                  (Formation of Statutory Trust) through
      December 31, 2007Revenue:Loss
      from investment in limited partnership
                
                $
                -
                
                
                $
                (20,883
                )Interest
      and other income
                
                
                70,875
                
                
                
                4,805Total
      revenue
                
                
                70,876
                
                
                
                (16,078
                )Expenses:General
      and administrative
                
                
                190,248
                
                
                
                2,006Total
      expenses
                
                
                190,248
                
                
                
                2,006Net
      loss
                
                
                (119,373
                )
                
                
                (18,084
                )Distribution
      of assets to beneficiaries
                
                
                (199,936
                )
                
                
                (1,211
                )Net
      Assets in Liquidation at December 31, 2007 and July 12,
    2007
                
                
                7,550,702
                
                
                
                7,569,997Net
      Assets in Liquidation at December 31, 2008 and 2007
                
                $
                7,231,394
                
                
                $
                7,550,702











See
accompanying notes to financial statements.
 2
 Table of Contents








ICON Cash Flow Partners, L.P. Seven Liquidating
      Trust(A
      Delaware Statutory Trust)Statements
      of Cash Flows (Liquidation Basis)(unaudited)Year ended December 31,
2008
                
                
                Period from July 12, 2007
                  (Formation of Statutory Trust) through
      December 31, 2007Cash
      flows from operating activities:Net
      loss
                
                $
                (119,373
                )
                
                $
                (18,084
                )Adjustments
      to reconcile net loss to net cash(used
      in) provided by operating activities:Loss
      from investment in limited partnership
                
                
                -
                
                
                
                20,883Changes
      in operating assets and liabilities:Accrued
      interest receivable
                
                
                19,389
                
                
                
                (18,787
                )Accrued
      expenses and other liabilities
                
                
                (38,290
                )
                
                
                38,290Net
      cash (used in) provided by operating activities
                
                
                (138,274
                )
                
                
                22,302Cash
      flows from investing activities:Repayment
      of note receivable
                
                
                318,719
                
                
                
                -Net
      cash provided by investing activities
                
                
                318,719
                
                
                
                -Cash
      flows from financing activities:Liquidating
      distributions
                
                
                (199,936
                )
                
                
                (1,211
                )Net
      cash used in financing activities
                
                
                (199,936
                )
                
                
                (1,211
                )Net
      (decrease) increase in cash and cash equivalents
                
                
                (19,491
                )
                
                
                21,091Cash
      and cash equivalents, beginning of the period
                
                
                21,091
                
                
                
                -Cash
      and cash equivalents, end of the period
                
                $
                1,600
                
                
                $
                21,091











See
accompanying notes to financial statements.
 3
 Table of Contents




ICON Cash Flow Partners, L.P. Seven Liquidating
Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2008 and for the 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 (the
“Liquidating Trust”), was formed on July 12, 2007.  The Liquidating Trust
is governed by a Liquidating Trust Agreement that appointed ICON Capital
Corp. as managing trustee of the Liquidating Trust (the “Managing
Trustee”). The Liquidating Trust’s one asset is an investment in North Sea
(Connecticut) Limited Partnership (the “North Sea”), 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 statements of
changes in members’ equity are presented. As of July 12, 2007, all general and
limited partnership interests in Fund Seven 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.





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.





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.





Revenue
Recognition





For notes
receivable, the Liquidating 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 the outstanding principal balance net of any
unamortized deferred fees, premiums or discounts on purchased loans.  Any
interest receivable related to the unpaid principal is recorded separately from
the outstanding balance.








4
 Table of Contents


ICON Cash
Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2008 and for the period from July 12, 2007 through December 31,
2007







(2)
            Summary
      of Significant Accounting Policies -
continued





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 beneficiaries 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 beneficiaries.





(3)
            Investment
      in Limited Partnership





North Sea
(Connecticut) Limited Partnership





Fund
Seven entered into a limited partnership agreement with North Sea, pursuant
to which Fund Seven acquired 100% of the Class C limited partnership interest in
North Sea, thereby, giving 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 was 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 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.





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.






5
 Table of Contents




ICON Cash
Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2008 and for the period from July 12, 2007 through December 31,
2007





(3)
            Investment
      in Limited Partnership - continued





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





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 affiliates 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 held the appeals hearing on May 1, 2008
and the Managing Trustee 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.






6
 Table of Contents
  ICON Cash
Flow Partners, L.P. Seven Liquidating Trust
 (A
Delaware Statutory Trust)
 Notes to
Financial Statements
 December
31, 2008 and for the 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 in 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
beneficiaries of the Liquidating Trust.







7
 Table of Contents








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.





File No.
000-27926
 ICON Cash
Flow Partners, L.P. Seven Liquidating Trust (Registrant) by its Managing
Trustee, ICON Capital Corp.
 
 Dated:
March 20, 2009





/s/ Michael A.
Reisner


Michael
A. Reisner


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)





/s/ Mark
Gatto


Mark
Gatto


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer)




/s/ Anthony
Branca
 Anthony
Branca
 Chief
Financial Officer
 (Principal
Accounting and Financial 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: March
20, 2009





/s/ Michael A.
Reisner


Michael
A. Reisner


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer and Director)





Date: March
20, 2009





/s/ Mark
Gatto


Mark
Gatto


Co-Chief
Executive Officer and Co-President


(Co-Principal
Executive Officer and Director)





Date: March
20, 2009





/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.









8