##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K
  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
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number 333-71091*
 IBF Fund Liquidating LLC
 
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    06-1708882(State or Other Jurisdiction
    
    (IRS Employerof Incorporation or Organization)
    
    Identification No.)c/o Arthur Steinberg, as ICA TrusteeKing & Spalding LLP1185 Avenue of the AmericasNew York, New York
    
    10036(Address of Principal Executive Offices)
    
    (Zip Code)
 (212) 556-2100
   o þ
 o o NOT APPLICABLE
 o o NOT APPLICABLE
 o NOT APPLICABLE
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company oNOT APPLICABLE
 o þ
 NOT APPLICABLE
 DOCUMENTS INCORPORATED BY REFERENCE




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##### 



TABLE OF CONTENTS
 Part IItem 1. Business.Item 1A. Risk Factors.Item 1B. Unresolved Staff CommentsItem 2. Properties.Item 3. Legal Proceedings.Item 4. Submission of Matters to a Vote of Security Holders.Part IIItem 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 IIIItem 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 IVItem 15. Exhibits and Financial Statement Schedules.SIGNATURESEXHIBIT INDEXEX-99.1: MOTIONEX-99.2: SIXTH INTERIM REPORTEX-99.3: SEVENTH INTERIM REPORT




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##### Table of Contents



Part I
 
 Item 1. Business.
   Securities and Exchange Commission v. IBF Collateralized Finance Corp.
     provided
  
    
    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.




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##### Table of Contents



8-K 8-K 8-K 8-K 8-K
 Tax Treatment
  Distributions




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##### Table of Contents



Property Sales
  Employees
  
 Item 1A. Risk Factors.
  We cannot assure the amounts or timing of distributions.
 The amounts and timing of distributions may be adversely affected by liabilities and
indemnification obligations following asset sales.
 We may be unable to obtain all of the consents and approvals necessary to transfer our
remaining assets.
 Terms of sales of assets are not subject to approval by the Members and may not be
satisfactory to all Members.
 We face risks arising from the markets in which we hold assets.
 
 Item 1B. Unresolved Staff Comments
  
 Item 2. Properties.




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##### Table of Contents



Operating Businesses
        Operating Hotels
  Real Estate Development Properties
  
    
    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
  
    
    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).
  Other Assets




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##### Table of Contents



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.
 Market Information
  Holders
  
 Item 6. Selected Financial Data.
  Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Changes In Net Asset Data:Total revenue
    
    $
    651,509
    
    
    $
    2,209,554
    
    
    $
    5,086,053Total expenses
    
    
    682,226
    
    
    
    (2,788,361
    )
    
    
    (2,011,372
    )Net Income / (Loss)
    
    
    (30,717
    )
    
    
    (578,807
    )
    
    
    3,074,681Balance Sheet Data:Total assets
    
    $
    5,846,997
    
    
    $
    8,708,638
    
    
    $
    17,441,020Total liabilities
    
    
    352,982
    
    
    
    233,904
    
    
    
    345,462Net 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
   Results of Operations
   Net Assets in Liquidation
  Distributions




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##### Table of Contents



Dispositions
  Liquidity and Capital Resources
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
 
 
 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
    
    
    2006ASSETS:Cash
    
    $
    995,569
    
    
    $
    1,609,293
    
    
    $
    1,596,168Accounts Receivable
    
    
    
    
    
    
    247,917
    
    
    
    Indemnity Escrow Receivable
    
    
    
    
    
    
    1,000,000
    
    
    
    InvestmentsInvestment in Operating Businesses
    
    
    
    
    
    
    1,000,000
    
    
    
    10,663,259Investment in Operating Hotels
    
    
    
    
    
    
    
    
    
    
    105,000Investment in Real Estate Development Properties
    
    
    4,525,358
    
    
    
    4,525,358
    
    
    
    4,518,001Investment in Securitization Assets
    
    
    74,988
    
    
    
    74,988
    
    
    
    74,989Investment in Collection Assets
    
    
    
    
    
    
    
    
    
    
    Total Investments
    
    
    4,600,346
    
    
    
    5,600,346
    
    
    
    15,361,249Miscellaneous Assets
    
    
    251,082
    
    
    
    251,082
    
    
    
    483,603Total Assets
    
    
    5,846,997
    
    
    
    7,708,638
    
    
    $
    17,441,020LIABILITIES:Current Liabilities:Accounts Payable
    
    $
    178,309
    
    
    $
    133,904
    
    
    $
    130,462Accrued Expenses  Professional Fees
    
    
    174,673
    
    
    
    100,000
    
    
    
    215,000Total Current Liabilities
    
    
    352,982
    
    
    
    233,904
    
    
    
    345,462Long-Term Liabilities:Promissory Notes
    
    
    
    
    
    
    
    
    
    
    Accrued Liabilities
    
    
    
    
    
    
    
    
    
    
    Total Long-Term Liabilities
    
    
    
    
    
    
    
    
    
    
    Equity:Member Interest in LLC
    
    
    9,094,782
    
    
    
    12,044,784
    
    
    
    20,044,782Dividend
    
    
    (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
    
    
    
    17,095,558Total Liabilities and Equity
    
    
    5,846,997
    
    
    $
    7,708,638
    
    
    $
    17,441,020The accompanying notes to the Consolidated Financial Statements are an integral part of
these financial statements.




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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 EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Cash 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 itemsBefore 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
    
    
    
    5,730,550Collection of Litigation Claims
    
    
    500,000
    
    
    
    200,000
    
    
    
    80,000Interest Earned on Accumulated Cash
    
    
    31,161
    
    
    
    62,645
    
    
    
    75,949Interest 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
    
    
    
    11,687,088Cash and cash equivalents at end of period
    
    $
    995,569
    
    
    $
    1,609,293
    
    
    $
    1,596,168The accompanying notes to the Consolidated Financial Statements are an integral part of
these financial statementsIBF 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 EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2008
    
    
    2007
    
    
    2006Income:Gain on Sale of Investment
    
    $
    603,116
    
    
    $
    2,146,909
    
    
    $
    5,010,104Interest Income
    
    
    48,393
    
    
    
    62,645
    
    
    
    75,949Total income
    
    
    651,509
    
    
    
    2,209,554
    
    
    
    5,086,053Expense:Professional Fees
    
    
    612,563
    
    
    
    2,773,126
    
    
    
    1,909,793Interest Expense
    
    
    
    
    
    
    
    
    
    
    Office Expense
    
    
    19,663
    
    
    
    15,235
    
    
    
    1,579Payroll and Benefits
    
    
    
    
    
    
    
    
    
    
    Loss on Sale of Investment
    
    
    
    
    
    
    
    
    
    
    100,000Total expense
    
    
    682,226
    
    
    
    2,788,361
    
    
    
    2,011,372Total income/(loss)
    
    $
    (30,717
    )
    
    $
    (578,807
    )
    
    $
    3,074,681




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##### Table of Contents



IBF FUND LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2008
(Unaudited)
 1.
    
    PURPOSE OF IBF FUND LIQUIDATING LLC
  2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION
  USE OF ESTIMATES
  INCOME TAXES
  3.
    
    SALES OF ASSETS
  4.
    
    LIQUIDATING DISTRIBUTIONS
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
  
 Item 9B. Other Information.




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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.
  
 Item 13. Certain Relationships and Related Transactions.
  
 Item 14. Principal Accountant Fees and Services.
  
 Part IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  
    
    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**




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##### Table of Contents



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 Distribution99.2
    
    Sixth Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors




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##### Table of Contents



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
  IBF FUND LIQUIDATING LLCBy:
    /s/ Arthur J. SteinbergArthur J. Steinberg, as ICA TrusteeLiquidating Agent and Manager  
 EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    
    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.***




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##### Table of Contents



Exhibit No.
    
    Description10.7
    
    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 Distribution99.2
    
    Sixth Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors99.3
    
    Seventh Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors




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##### Table of Contents



*
    
    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.