##### 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, 2007
 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 
of Incorporation or Organization)
    
    (IRS Employer
Identification No.)c/o Arthur Steinberg, as ICA Trustee 
Kaye Scholer LLP 
425 Park Avenue 
New York, New York
    
    10022(Address of Principal Executive Offices)
    
    (Zip Code)
 (212) 836-8564
   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 INDEX    Table of Contents  
 Part I
 
 Item 1. Business.
   Securities and Exchange Commission v. IBF Collateralized Finance Corp.
    2




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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.
  3




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4




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Tax Treatment
  Distributions
        Property Sales
 Annex A
 5




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Annex B
 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.
 6




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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.
  Operating Businesses
  7




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i.e.
  8




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9




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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.
  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
  10




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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.
  11




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Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Changes In Net Asset Data:Total revenue
    
    $
    2,209,554
    
    
    $
    5,086,053
    
    
    $
    925,945Total expenses
    
    
    (2,788,361
    )
    
    
    (2,011,372
    )
    
    
    (3,351,336
    )Net Income / (Loss)
    
    
    (578,807
    )
    
    
    3,074,681
    
    
    
    (2,425,391
    )Balance Sheet Data:Total assets
    
    $
    8,708,638
    
    
    $
    17,441,020
    
    
    $
    26,105,960Total liabilities
    
    
    233,904
    
    
    
    345,462
    
    
    
    579,525Net assets in liquidation
    
    $
    8,474,734
    
    
    $
    17,095,558
    
    
    $
    25,526,435
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
   Results of Operations
   Net Assets in Liquidation
  12




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Distributions
   Dispositions
  Liquidity and Capital Resources
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
  13




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Item 8. Financial Statements and Supplementary Data.
 IBF Fund Liquidating LLC
Consolidated Statement of Net Assets (Liquidation Basis)
December 31, 2007, 2006 and 2005
(Unaudited)
 2007
    
    
    2006
    
    
    2005ASSETS:Cash
    
    $
    1,609,293
    
    
    $
    1,596,168
    
    
    $
    11,687,088Accounts Receivable
    
    
    247,917
    
    
    
    
    
    
    
    Indemnity Escrow Receivable
    
    
    1,000,000
    
    
    
    
    
    
    
    InvestmentsInvestment in Operating
Businesses
    
    
    1,000,000
    
    
    
    10,663,259
    
    
    
    8,323,279Investment in Operating Hotels
    
    
    
    
    
    
    105,000
    
    
    
    205,000Investment in Real Estate
Development Properties
    
    
    4,525,358
    
    
    
    4,518,001
    
    
    
    5,290,000Investment in Securitization
Assets
    
    
    74,988
    
    
    
    74,989
    
    
    
    74,989Investment in Collection Assets
    
    
    
    
    
    
    
    
    
    
    Total Investments
    
    
    5,600,346
    
    
    
    15,361,249
    
    
    
    13,893,268Miscellaneous Assets
    
    
    251,082
    
    
    
    483,603
    
    
    
    525,604Total Assets
    
    
    7,708,638
    
    
    
    17,441,020
    
    
    $
    26,105,960LIABILITIES:Current Liabilities:Accounts Payable
    
    $
    133,904
    
    
    $
    130,462
    
    
    $
    479,525Accrued Expenses  Professional
Fees
    
    
    100,000
    
    
    
    215,000
    
    
    
    100,000Total Current Liabilities
    
    
    233,904
    
    
    
    345,462
    
    
    
    579,525Long-Term Liabilities:Promissory Notes
    
    
    
    
    
    
    
    
    
    
    Accrued Liabilities
    
    
    
    
    
    
    
    
    
    
    Total Long-Term Liabilities
    
    
    
    
    
    
    
    
    
    
    Equity:Member Interest in LLC
    
    
    12,044,784
    
    
    
    20,044,782
    
    
    
    31,550,340Dividend
    
    
    (42,019
    )
    
    
    
    
    
    
    
 14




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##### Table of Contents



2007
    
    
    2006
    
    
    2005Retained earnings
    
    
    (2,949,224
    )
    
    
    (6,023,905
    )
    
    
    (3,598,514
    )Net Income / (Loss)
    
    
    (1,578,807
    )
    
    
    3,074,681
    
    
    
    (2,425,391
    )Total Equity
    
    
    8,474,734
    
    
    
    17,095,558
    
    
    
    25,526,435Total Liabilities
and Equity
    
    
    8,708,638
    
    
    $
    17,441,020
    
    
    $
    26,105,960
  IBF Fund Liquidating LLC
Consolidated Statement of Cash Flows
For the Fiscal Years Ended
December 31, 2007, 2006 and 2005
(Unaudited)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Cash flow from operating activities
before reorganization items:Cash paid to vendors
    
    $
    (60,954
    )
    
    $
    (3,044
    )
    
    $
    (50,486
    )Payroll and Benefits
    
    
    
    
    
    
    
    
    
    
    (45,941
    )Net cash (used) by operating
activities before
reorganization itemsBefore Reorganization Items
    
    
    (60,954
    )
    
    
    (3,044
    )
    
    
    (96,427
    )Cash flows from reorganization items:Additional Investments
    
    
    (669,605
    )
    
    
    (3,328,001
    )
    
    
    (1,067,125
    )Return on Investments
    
    
    11,362,342
    
    
    
    5,730,550
    
    
    
    12,506,092Collection of Litigation Claims
    
    
    200,000
    
    
    
    80,000
    
    
    
    4,620,613Interest Earned on Accumulated Cash
    
    
    62,645
    
    
    
    75,949
    
    
    
    101,480Interest Earned on Investments
    
    
    
    
    
    
    
    
    
    
    8,207Liquidating Distribution
    
    
    (8,093,754
    )
    
    
    (10,407,726
    )
    
    
    (10,787,531
    )Professional Fees for Services
Rendered
    
    
    (2,787,549
    )
    
    
    (2,238,648
    )
    
    
    (3,533,542
    )Net cash (used) by
reorganization items
    
    
    74,079
    
    
    
    (10,087,876
    )
    
    
    1,848,194Net cash (used) by operating activities
    
    
    13,125
    
    
    
    (10,090,920
    )
    
    
    1,751,767Net Income (decrease) in cash and cash
equivalents
    
    
    13,125
    
    
    
    (10,090,920
    )
    
    
    1,751,767
 15




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Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Cash and cash equivalents at beginning
of period
    
    
    1,596,168
    
    
    
    11,687,088
    
    
    
    9,935,321Cash and cash equivalents at end of
period
    
    $
    1,609,293
    
    
    $
    1,596,168
    
    
    $
    11,687,088
  IBF Fund Liquidating LLC
Consolidated Statement of Profit and Loss
For the Fiscal Years Ended
December 31, 2007, 2006 and 2005
(Unaudited)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2007
    
    
    2006
    
    
    2005Income:Gain on Sale of
Investment
    
    $
    2,146,909
    
    
    $
    5,010,104
    
    
    $
    816,257Interest Income
    
    
    62,645
    
    
    
    75,949
    
    
    
    109,688Total income
    
    
    2,209,554
    
    
    
    5,086,053
    
    
    
    925,945Expense:Professional Fees
    
    
    2,773,126
    
    
    
    1,909,793
    
    
    
    3,254,909Interest Expense
    
    
    
    
    
    
    
    
    
    
    Office Expense
    
    
    15,235
    
    
    
    1,579
    
    
    
    50,486Payroll and Benefits
    
    
    
    
    
    
    
    
    
    
    45,941Loss on Sale of
Investment
    
    
    
    
    
    
    100,000
    
    
    
    Total expense
    
    
    2,788,361
    
    
    
    2,011,372
    
    
    
    3,351,336Total
income/(loss)
    
    $
    (578,807
    )
    
    $
    3,074,681
    
    
    $
    (2,425,391
    )
  16




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IBF FUND LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2007
(Unaudited)
 1.
    
    PURPOSE OF IBF FUND LIQUIDATING LLC
  2.
    
    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION
  USE OF ESTIMATES
  INCOME TAXES
  17




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3.
    
    SALES OF ASSETS
  4.
    
    LIQUIDATING DISTRIBUTIONS
  18




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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
  
 Item 9B. Other Information.
  19




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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 Kaye Scholer LLP and has been a member of the Firms Business Reorganization 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, 2007, 2006 and 2005 were $2,641,141, $1,889,531 and $2,970,621, 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 $790 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. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.
  
 Item 13. Certain Relationships and Related Transactions.
  20




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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)   Exhibits2.1
    
    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.
 21




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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.
 22




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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.
 
 *
    
    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. 23




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SIGNATURES
  IBF FUND LIQUIDATING LLCBy:
    /s/ Arthur J. SteinbergArthur J. Steinberg, as ICA TrusteeLiquidating Agent and Manager  24




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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.***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.
 25




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Exhibit No.
    
    Description10.11
    
    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.
 
 *
    
    Incorporated by reference from the Companys Annual Report on Form 10-K filed on March 30,
2004. 26




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**
    
    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. 27