##### 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, 2006
 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 TrusteeKaye Scholer LLP425 Park AvenueNew 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
  o o þ
 o þ
 NOT APPLICABLE
 DOCUMENTS INCORPORATED BY REFERENCE




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TABLE OF CONTENTS  Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Submission of Matters to a Vote of Security HoldersPart IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements With Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related TransactionsItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESEXHIBIT 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
  5




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Annex A Annex B Annex C
 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.
 6




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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.
  7




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Operating Businesses
       8




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i.e.
       9




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Operating Hotels
  
    
    a loan in the principal amount of approximately $2 million with respect to the
Hilton Garden Inn (loan to IBF Hotel to buy a 75% limited partnership interest in
Chisholm Partners, Ltd. for the purchase of a Hilton Garden Inn in Round Rock, Texas).
  Real Estate Development Properties
  
    
    a loan in the amount of approximately $13 million as of December 31, 2006 to Cat
Island Ventures, Ltd. with respect to property on Anguilla Beach; and
  Securitization Assets
  
    
    an equity investment interest of approximately $3.1 million in a residential
mortgage loan securitization transaction with Lehman Brothers dated March 1, 2001 (ARC
2001-BC-1 (Lehman)); and
    
    equity investment interests of approximately $4.0 million (through CFC) and
approximately $450,000 (through SLC) 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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##### 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.
  11




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Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Changes In Net Asset Data:Total revenue
    
    $
    5,010,104
    
    
    $
    925,945
    
    
    $
    2,553,196Total expenses
    
    
    (1,935,423
    )
    
    
    3,351,336
    
    
    
    5,888,818Net Income / (Loss)
    
    
    3,074,681
    
    
    
    (2,425,391
    )
    
    
    (3,335,622
    )Balance Sheet Data:Total assets
    
    $
    17,441,020
    
    
    $
    26,105,960
    
    
    $
    39,598,402Total liabilities
    
    
    345,462
    
    
    
    579,525
    
    
    
    1,002,051Net assets in liquidation
    
    $
    17,095,558
    
    
    $
    25,526,435
    
    
    $
    38,596,351
 
 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, 2006, 2005, and 2004
(Unaudited)
 2006
    
    
    2005
    
    
    2004ASSETS:Cash
    
    $
    1,596,168
    
    
    $
    11,687,088
    
    
    $
    9,935,321Investments:Investment in Operating
Businesses
    
    
    10,663,259
    
    
    
    8,323,279
    
    
    
    18,781,628Investment in Operating Hotels
    
    
    105,000
    
    
    
    205,000
    
    
    
    645,000Investment in Real Estate
Development Properties
    
    
    4,518,001
    
    
    
    5,290,000
    
    
    
    5,290,000Investment in Securitization
Assets
    
    
    74,989
    
    
    
    74,989
    
    
    
    373,720Investment in Collection Assets
    
    
    
    
    
    
    
    
    
    
    87,000Total Investments
    
    
    15,361,249
    
    
    
    13,893,268
    
    
    
    25,177,348Miscellaneous Assets
    
    
    483,603
    
    
    
    525,604
    
    
    
    4,485,733Total Assets
    
    
    17,441,020
    
    
    $
    26,105,960
    
    
    $
    39,598,402LIABILITIES:Current Liabilities:Accounts Payable
    
    $
    130,462
    
    
    $
    479,525
    
    
    $
    602,051Accrued Expenses  Professional
Fees
    
    
    215,000
    
    
    
    100,000
    
    
    
    400,000Total Current Liabilities
    
    
    345,462
    
    
    
    579,525
    
    
    
    1,002,051Long-Term Liabilities:Promissory Notes
    
    
    
    
    
    
    
    
    
    
    Accrued Liabilities
    
    
    
    
    
    
    
    
    
    
    Total Long-Term Liabilities
    
    
    
    
    
    
    
    
    
    
    Equity:Member Interest in LLC
    
    
    20,044,782
    
    
    
    31,550,340
    
    
    
    42,194,865Retained earnings
    
    
    (6,023,905
    )
    
    
    (3,598,514
    )
    
    
    (262,892
    )Net Income / (Loss)
    
    
    3,074,681
    
    
    
    (2,425,391
    )
    
    
    (3,335,622
    )Total Equity
    
    
    17,095,558
    
    
    
    25,526,435
    
    
    
    38,596,351Total Liabilities
and Equity
    
    $
    17,441,020
    
    
    $
    26,105,960
    
    
    $
    39,598,402
 14




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IBF Fund Liquidating LLC
Consolidated Statement of Cash Flows
For the Fiscal Years Ended
December 31, 2006, 2005 and 2004
(Unaudited)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Cash flow from operating activities
before reorganization items:Cash paid to vendors
    
    $
    (3,044
    )
    
    $
    (50,486
    )
    
    $
    (285,897
    )Payroll and Benefits
    
    
    
    
    
    
    (45,941
    )
    
    
    (190,378
    )Net cash (used) by operating
activities before
reorganization itemsBefore Reorganization Items
    
    
    (3,044
    )
    
    
    (96,427
    )
    
    
    (476,275
    )Cash flows from reorganization items:Additional Investments
    
    
    (3,328,001
    )
    
    
    (1,067,125
    )
    
    
    (4,140,888
    )Return on Investments
    
    
    5,730,550
    
    
    
    12,506,092
    
    
    
    15,435,816Collection of Litigation Claims
    
    
    80,000
    
    
    
    4,620,613
    
    
    
    464,268Interest Earned on Accumulated Cash
    
    
    75,949
    
    
    
    101,480
    
    
    
    80,961Interest Earned on Investments
    
    
    
    
    
    
    8,207
    
    
    
    202,071Liquidating Distribution
    
    
    (10,407,726
    )
    
    
    (10,787,531
    )
    
    
    (8,997,977
    )Professional Fees for Services
Rendered
    
    
    (2,238,648
    )
    
    
    (3,533,542
    )
    
    
    (3,541,732
    )Net cash (used) by
reorganization items
    
    
    (10,087,876
    )
    
    
    1,848,194
    
    
    
    (497,481
    )Net cash (used) by operating activities
    
    
    (10,090,920
    )
    
    
    1,751,767
    
    
    
    (973,756
    )Net Income (decrease) in cash and cash
equivalents
    
    
    (10,090,920
    )
    
    
    1,751,767
    
    
    
    (973,756
    )Cash and cash equivalents at beginning
of period
    
    
    11,687,088
    
    
    
    9,935,321
    
    
    
    10,909,077Cash and cash equivalents at end of
period
    
    $
    1,596,168
    
    
    $
    11,687,088
    
    
    $
    9,935,321
  15




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IBF Fund Liquidating LLC
Consolidated Statement of Profit and Loss
For the Fiscal Years Ended
December 31, 2006, 2005, and 2004
(Unaudited)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2004Income:Gain on Sale of
Investment
    
    $
    5,010,104
    
    
    $
    816,257
    
    
    $
    2,270,165Interest Income
    
    
    75,949
    
    
    
    109,688
    
    
    
    283,031Total income
    
    
    5,086,053
    
    
    
    925,945
    
    
    
    2,553,196Expense:Professional Fees
    
    
    1,909,793
    
    
    
    3,254,909
    
    
    
    4,112,488Interest Expense
    
    
    
    
    
    
    
    
    
    
    142,086Office Expense
    
    
    1,579
    
    
    
    50,486
    
    
    
    136,810Payroll and Benefits
    
    
    
    
    
    
    45,941
    
    
    
    190,377Loss on Sale of
Investment
    
    
    100,000
    
    
    
    
    
    
    
    1,307,057Total expense
    
    
    2,011,372
    
    
    
    3,351,336
    
    
    
    5,888,818Total
income/
(loss)
    
    $
    3,074,681
    
    
    $
    (2,425,391
    )
    
    $
    (3,335,622
    )
  16




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IBF FUND LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2006
(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
  
 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
  
 Item 9A. Controls and Procedures.
  
 Item 9B. Other Information.
  18




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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, 2006, 2005 and 2004 were
$1,889,531, $2,970,621, and $3,338,298.
 
 (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 $740 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.
 $
 19




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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, 2006, December
31, 2005 and December 31, 2004;
    
    The Companys Consolidated Statement of Cash Flows for the fiscal years ended
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, 2006, December 31, 2005 and December 31, 2004.
  2.1
    
    First Amended Joint Liquidating Plan of Reorganization with Respect To InterBank Funding
Corp., IBF Collateralized Finance Corporation, IBF VI  Secured Lending Corporation and IBF
Premier Hotel Group, Inc., declared effective by the United States Bankruptcy Court for the
Southern District of New York by order dated August 14, 2003 and declared effective on
December 10, 2003*
 2.2
    
    IBF Fund Liquidating LLC Operating Agreement, dated September 24, 2003, by and among IBF Fund
Liquidating LLC and each person who becomes a Member of the Company pursuant to the Plan*
 10.1
    
    Letter Agreement, dated as of February 18, 2005, among IBF Fund Liquidating LLC, Charles T.
Verde and Cynthia Davis**
 10.2
    
    Asset Purchase Agreement, dated as of February 22, 2005, among IBF Fund Liquidating LLC and
IBF V-Alternative Investment Holdings, LLC**
 10.3
    
    Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November 10, 2005,
among IBF Fund Liquidating LLC, U.S. Mills, Inc., USM Acquisition Sub, Inc. and Sunset Brands,
Inc.***
 10.4
    
    Investor Rights Agreement, dated as of November 10, 2005, between the Company and Sunset
Brands, Inc.
 20




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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.
 21




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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. 22




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SIGNATURES
  IBF FUND LIQUIDATING LLCBy:
    
    /s/ Arthur J. SteinbergArthur J. Steinberg, as ICA TrusteeLiquidating Agent and Manager
  23




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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.
 24




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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. 25




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##### Table of Contents



**
    
    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. 26




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##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION,
    
    
    ))Plaintiff,
    
    
    )))
    
    
    Case No. 02-CV-5713-JESvs.
    
    
    ))IBF COLLATERALIZED FINANCE CORP.,
    
    
    )IBF-VI SECURED LENDING CORP.,
    
    
    )INTERBANK FUNDING CORP., AND
    
    
    )SIMON A. HERSHON INDIVIDUALLY,
    
    
    )Defendants.
    
    
    )
 FOURTH INTERIM REPORT FOLLOWING EFFECTIVE DATE OF  JOINT LIQUIDATING PLAN WITH RESPECT TO THE DEBTORS




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##### Table of Contents



Report IBF LLC Fund LLC Liquidating LLCs 1 Plan Fourth Interim
Period 2
 I.  EXECUTIVE SUMMARY
 A. Receipts and Disbursements
  US Mills I&BS
 
 1
    
    Debtors refers to
InterBank Funding Corp. (IBF), IBF Collateralized Finance
Corp. (CFC), IBF VI-Secured Lending Corp.
(SLC) and IBF Premier Hotel Group, Inc., all debtors in
chapter 11 cases pending in the Bankruptcy Court for this District, In re
InterBank Funding Corp. et al., No. 02-41590 (BRL) (Jointly Administered).
CFC and SLC are referred to collectively throughout this Report as the
Funds. ICA Trustee refers to
Arthur Steinberg, in his capacity as trustee of IBF, the Funds and their
respective subsidiaries under the Investment Company Act of 1940, pursuant to
this Courts appointment on December 5, 2002.2
    
    For a summary of earlier events, reference is
made to the three prior interim reports dated July 26, 2004, February 1, 2005,
and August 5, 2005, respectively. Copies of the prior reports and other
important documents are available for printing or downloading at no cost at the
Liquidating LLCs website, <www.ibffund.com>.




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##### Table of Contents



3




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##### Table of Contents



B. Acquisition of AIH
 AIH
 C. Proposed Distribution
  II.
PROGRESS REPORT FOR  FOURTH INTERIM PERIOD
 A. Prior Distributions by Fund LLC3
 i.e.
 
 
 3
    
    As previously reported, IBF LLC has no
material assets and has made no distributions to IBFs creditors; nor
does it appear that IBF LLC will recover any assets which could be distributed
to IBFs creditors. The Plan further requires that, before making any
distributions to IBFs creditors, IBF LLC must first repay amounts
advanced by the Funds during the chapter 11 cases to pay IBFs share of
administrative expenses. Consequently, IBF LLC is not expected to make any
distributions. Fund LLC is continuing to pay IBF LLCs share of
administrative costs, but the work required is minimal and the cost is not
material. 4




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##### Table of Contents




 
 
 
 
 B. Entitlement to Future Distributions
  5




---



##### Table of Contents




 
 
 C. Tax/Reporting Requirements
  D. Investment Portfolios
 Exhibit D Preliminary Report
 6




---



##### Table of Contents



1. Platform Companies
 a. I&BS/ABR
 NIM
 plus plus
 b. US Mills
  7




---



##### Table of Contents



8




---



##### Table of Contents



c. Capstone Capital LLC
   9




---



##### Table of Contents



2. Operating Hotels
 a. Hilton Garden Inn
  b. Fairfield Inn
  c. Comfort Inn
  3. Development Properties
 a. Tribeca
  10




---



##### Table of Contents



plus
 b. SAHR
  c. Anguilla
 1) Relevant Background
 Gulf Union
  11




---



##### Table of Contents



2) Efforts to Sell Property
   12




---



##### Table of Contents



3) Pending Litigation
    13




---



##### Table of Contents



4. Securitization Assets
   E. Claims Objections
  14




---



##### Table of Contents



F. Litigation
 1. BB&T
  2. Stein/1970 Asset Mgt
 Stein
 3. Avoidance Claims
  15




---



##### Table of Contents



G. Global Settlement with Hershon
 et al. St.
Paul 4 plus DC District
Court
 
 4
    
    The $2.35 million is in addition to
approximately $700,000 the ICA Trustee collected under the St. Paul policies in
September 2003, making Fund LLCs total recovery under the policies
roughly $3.05 million. 16




---



##### Table of Contents



Radin CIBC
 H. Settlement with Investors of AIH
  APA
 17




---



##### Table of Contents



[Remainder Of Page Intentionally Blank]
 18




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##### Table of Contents



III.
 FINANCIAL CONDITION
 OF LIQUIDATING LLCS
 Exhibit A 5
 Dated:
    
    New York, New York
February 21, 2006
 IBF Liquidating LLC andIBF Fund Liquidating LLCBy:
    
    /s/ Arthur J. SteinbergArthur J. Steinberg, ICA Trustee, asManager and Liquidating AgentCounsel to the ICA Trustee:Arthur J. Steinberg (AS 1298)Heath D. Rosenblat (HR 6430)Kaye Scholer LLP425 Park AvenueNew York, NY 10022212/836-8000 telephone212/836-7157 facsimile
 
 5
    
    The amounts used on the balance sheet attached
hereto reflect values assigned at Fund LLCs inception and do not reflect
current market value. Further, the amounts included in Exhibit A are
for purposes of this Report only, and should not be used for tax accounting
purposes. 19




---



##### Table of Contents



20




---



##### Table of Contents



IBF Fund Liquidating, LLC
Balance Sheet
For the period ending January 31, 2006
(Unaudited)
 ASSETSCash
    
    
    
    
    
    
    5,545,979InvestmentsInvestment in Operating Businesses
    
    
    8,323,279Investment in Operating Hotels
    
    
    205,000Investment in Real Estate Development Properties
    
    
    5,290,000Investment in Securitization Assets
    
    
    74,989Total Investments
    
    
    
    
    
    
    13,893,268Miscellaneous Assets
    
    
    
    
    
    
    525,604Total Assets
    
    
    
    
    
    
    
    
    
    
    19,964,851LIABILITIESCurrent LiabilitiesAccounts Payable
    
    
    287,956Accrued Expenses-Professional Fees
    
    
    100,000Total Current Liabilities
    
    
    
    
    
    
    387,956EquityMember Interest in LLC
    
    
    25,828,351Net Income
    
    
    (6,251,457
    )Total Equity
    
    
    
    
    
    
    19,576,894Total Liabilities and Equity
    
    
    
    
    
    
    
    
    
    
    19,964,851
 
 *
    
    The amounts used herein reflect values assigned
at Fund LLCs inception and do not reflect current market value.
Further, the amounts included herein are for purposes of the Report only,
and should not be used for tax accounting purposes.




---



##### Table of Contents



IBF Fund Liquidating, LLC
Profit and Loss Statement
For the period August 1, 2005 thru January 31, 2006
(Unaudited)
 IncomeInterest
Income
    
    12,352Interest
Income-Money Market
    
    52,175Total
Income
    
    
    
    
    64,526ExpenseProfessional
fees
    
    1,518,973Office
expense
    
    12,600Payroll
and benefits
    
    173Loss
of sale of investments
    
    2,270,801Total
Expense
    
    
    
    
    3,802,547Total
Income/(Loss)
    
    
    
    
    (3,738,020
    )




---



##### Table of Contents



IBF Fund Liquidating, LLC
Statement of Cash Flows (Unaudited)
for the period August 1, 2005 thru January 31, 2006
 CASH FLOW FROM OPERATING ACTIVITIES BEFORE
REORGANIZATION ITEMSCash paid to Vendors
    
    $
    (106,956
    )Payroll and Benefits
    
    
    (173
    )Net Cash (Used) by Operating ActivitiesBefore Reorganization Items
    
    
    (107,129
    )CASH FLOWS FROM REORGANIZATION ITEMSReturn on Investments
    
    
    9,138,408Collection of Litigation Claims
    
    
    285,000Interest Earned on Accumulated Cash
    
    
    64,526Interest Earned on Investments
    
    
    Additional investments
    
    
    (1,067,125
    )Liquidating Distribution
    
    
    (10,285,151
    )Professional Fees for Services Rendered
    
    
    (1,197,131
    )Net Cash (Used) by Reorganization Items
    
    
    (3,061,473
    )NET CASH (USED) BY OPERATING ACTIVITIES
    
    
    (3,168,602
    )Net (Decrease) in Cash and Cash Equivalents
    
    
    (3,168,602
    )Cash and Cash Equivalents at Beginning of Period
    
    
    8,714,581Cash and Cash Equivalents at End of Period
    
    $
    5,545,979




---



##### Table of Contents



IBF Fund Liquidating, LLC
Receipts from Fund Assets
for the period August 1, 2005 thru January 31, 2006
 AssetName
    
    Month
    
    Description
    
    AmountComfort Inn
    
    
    08/05
    
    
    Sale Proceeds
    
    
    2,01209/05
    
    
    Sale Proceeds
    
    
    217Total Receipts
    
    
    2,229US Mills
    
    
    11/05
    
    
    Sale Proceeds
    
    
    1,256,34911/05
    
    
    Sale Proceeds
    
    
    87,000Total Receipts
    
    
    1,343,349I&BS
    
    
    11/05
    
    
    Sale Proceeds
    
    
    5,729,63111/05
    
    
    Sale Proceeds
    
    
    1,001,90911/05
    
    
    Sale Proceeds
    
    
    727,125Total Receipts
    
    
    7,458,665Detour (Stein)
    
    
    08/05
    
    
    Settlement payments
    
    
    12,50009/05
    
    
    Settlement payments
    
    
    25,00006/05
    
    
    Settlement payments
    
    
    12,50011/05
    
    
    Settlement payments
    
    
    12,50011/05
    
    
    Settlement payments
    
    
    12,5001/06
    
    
    Settlement payments
    
    
    12,500Total Receipts
    
    
    87,500Best Western
    
    
    08/05
    
    
    Sale Proceeds
    
    
    2,28709/05
    
    
    Sale Proceeds
    
    
    28509/05
    
    
    Sale Proceeds
    
    
    496Total Receipts
    
    
    3,068ARC 2001-1
    
    
    08/05
    
    
    Class X Distribution
    
    
    88,89409/05
    
    
    Class X Distribution
    
    
    33,341Total Receipts
    
    
    122,235CFSB HE-25
    
    
    08/05
    
    
    NIM Class B Distribution
    
    
    25,82509/05
    
    
    NIM Class B Distribution
    
    
    44,36410/05
    
    
    NIM Class B Distribution
    
    
    13,37211/05
    
    
    NIM Class B Distribution
    
    
    17,21412/05
    
    
    NIM Class B Distribution
    
    
    13,39101/06
    
    
    
    
    
    7,197Total Receipts
    
    
    121,363Total Receipts
    
    
    9,138,409




---



##### Table of Contents



ANNEX B
 
 
 SECURITIES AND EXCHANGE COMMISSION,
    
    
    ))Plaintiff,
    
    
    ))vs.
    
    
    )
    
    
    Case No. 02-CV-5713-JES)IBF COLLATERALIZED FINANCE CORP.,
    
    
    )IBF-VI SECURED LENDING CORP.,
    
    
    )INTERBANK FUNDING CORP., AND
    
    
    )SIMON A. HERSHON INDIVIDUALLY,
    
    
    ))Defendants.
    
    
    )
 FIFTH INTERIM REPORT FOLLOWING EFFECTIVE DATE OF  JOINT LIQUIDATING PLAN WITH RESPECT TO THE DEBTORS




---



##### Table of Contents



Report IBF LLC Fund LLC Liquidating LLCs 1 Plan Fifth
Interim Period 2
 I.  EXECUTIVE SUMMARY
 A. Receipts and Disbursements
  I&
 
 1
    
    Debtors refers to
InterBank Funding Corp. (IBF), IBF Collateralized Finance
Corp. (CFC), IBF VI-Secured Lending Corp.
(SLC) and IBF Premier Hotel Group, Inc., all debtors in
chapter 11 cases pending in the Bankruptcy Court for this District, In re
InterBank Funding Corp. et al., No. 02-41590 (BRL) (Jointly Administered).
CFC and SLC are referred to collectively throughout this Report as the
Funds. ICA Trustee refers to
Arthur Steinberg, in his capacity as trustee of the Funds and their respective
subsidiaries under the Investment Company Act of 1940, pursuant to this
Courts appointment on December 5, 2002.2
    
    For a summary of earlier events, reference is
made to the four prior interim reports dated July 26, 2004, February 1, 2005,
August 5, 2005, and February 21, 2006, respectively. Copies of the prior
reports and other important documents are available for printing or downloading
at no cost at the Liquidating LLCs website,
<www.ibffund.com>.




---



##### Table of Contents



3




---



##### Table of Contents



B.
    
    Proposed Distribution
  C.
    
    Procedures for Objectingto Proposed Distribution
 no later than September 29,
2006
 4




---



##### Table of Contents



II.
PROGRESS REPORT FOR  FIFTH INTERIM PERIOD
 A. Prior Distributions by Fund LLC 3
  
 
 
 
 
 
 3
    
    As previously reported, IBF LLC has no
material assets and has made no distributions to IBFs creditors; nor
does it appear that IBF LLC will recover any assets which could be distributed
to IBFs creditors. The Plan further requires that, before making any
distributions to IBFs creditors, IBF LLC must first repay amounts
advanced by the Funds during the chapter 11 cases to pay IBFs share of
administrative expenses. Consequently, IBF LLC is not expected to make any
distributions. Fund LLC is continuing to pay IBF LLCs share of
administrative costs, but the work required is minimal and the cost is not
material. 5




---



##### Table of Contents




 B. Entitlement to Future Distributions
   
 
 
 6




---



##### Table of Contents



C. Administrative Matters
 1. Tax/Reporting
  2. Winddown/Dissolutions
  D. Investment Portfolios
 Exhibit D Preliminary Report
 1. Platform Companies
 a. I&BS/ABR
 NIM plus plus
 7




---



##### Table of Contents



b. US Mills
 plus plus plus plus
 i.e. CapSource i.e.
  8




---



##### Table of Contents



c. Capstone Capital LLC
  9




---



##### Table of Contents



2. Operating Hotels
 a. Hilton Garden Inn
 Chisholm
 b. Fairfield Inn
 Vinings
 10




---



##### Table of Contents



c. Comfort Inn
  3. Development Properties
 a. Tribeca
 plus
  11




---



##### Table of Contents



b. SAHR
 e.g.
  c. Anguilla
  12




---



##### Table of Contents



1) Sale Efforts
  CBRE
 2) Pending Litigation
  13




---



##### Table of Contents



4. Securitization Assets
  E. Claims Objections
  F. Litigation
 1. Stein/1970 Asset Mgt
  2. Avoidance Claims
  14




---



##### Table of Contents



3. Outstanding Judgements
    15




---



##### Table of Contents



G. Global Settlement with Hershon
 et al.
 16




---



##### Table of Contents



III.
FINANCIAL CONDITION  OF LIQUIDATING LLCS
 Exhibit A 4
 Dated:
    
    New York, New York
August 30, 2006
 IBF Liquidating LLC andIBF Fund Liquidating LLCBy:Arthur J. Steinberg, ICA Trustee, asManager and Liquidating AgentCounsel to the ICA Trustee:Arthur J. Steinberg (AS 1298)Heath D. Rosenblat (HR 6430)Kaye Scholer LLP425 Park AvenueNew York, NY 10022212/836-8000 telephone212/836-7157 facsimile
 
 4
    
    The amounts used on the balance sheet attached
hereto reflect values assigned at Fund LLCs inception and do not reflect
current market value. Further, the amounts included in Exhibit A are
for purposes of this Report only, and should not be used for tax accounting
purposes. 17




---



##### Table of Contents



18




---



##### Table of Contents



IBF Fund Liquidating, LLC
Balance Sheet
For the period ending July 31, 2006
(Unaudited)
 ASSETSCash
    
    
    
    
    
    
    5,272,674InvestmentsInvestment in Operating Businesses
    
    
    8,122,247Investment in Operating Hotels
    
    
    155,000Investment in Real Estate Development Properties
    
    
    5,318,001Investment in Securitization Assets
    
    
    74,989Total Investments
    
    
    
    
    
    
    13,670,237Miscellaneous Assets
    
    
    
    
    
    
    493,603Total Assets
    
    
    
    
    
    
    
    
    
    
    19,436,514LIABILITIESCurrent LiabilitiesAccounts Payable
    
    
    166,515Accrued Expenses-Professional Fees
    
    
    100,000Total Current Liabilities
    
    
    
    
    
    
    266,515EquityMember Interest in LLC
    
    
    25,044,782Net Income
    
    
    (5,874,783
    )Total Equity
    
    
    
    
    
    
    19,169,999Total Liabilities and Equity
    
    
    
    
    
    
    
    
    
    
    19,436,514




---



##### Table of Contents



ANNEX C
 
 
 SECURITIES AND EXCHANGE COMMISSION,
    
    
    ))Plaintiff,
    
    
    ))vs.
    
    
    )
    
    
    Case No. 02-CV-5713-JES)IBF COLLATERALIZED FINANCE CORP.,
    
    
    )IBF-VI SECURED LENDING CORP.,
    
    
    )INTERBANK FUNDING CORP., AND
    
    
    )SIMON A. HERSHON,
    
    
    ))Defendants.
    
    
    )
 SIXTH INTERIM REPORT FOLLOWING EFFECTIVE DATE OF  JOINT LIQUIDATING PLAN WITH RESPECT TO THE DEBTORS




---



##### Table of Contents



Report IBF LLC Fund LLC Liquidating LLCs 1 Plan Sixth Interim
Period 2
 I.  EXECUTIVE SUMMARY
 A. Receipts and Disbursements
  US Mills I&BS
 
 1
    
    Debtors refers to
InterBank Funding Corp. (IBF), IBF Collateralized Finance
Corp. (CFC), IBF VI-Secured Lending Corp.
(SLC) and IBF Premier Hotel Group, Inc., all debtors in
chapter 11 cases pending in the Bankruptcy Court for this District, In re
InterBank Funding Corp. et al., No. 02-41590 (BRL) (Jointly Administered).
CFC and SLC are referred to collectively throughout this Report as the
Funds. ICA Trustee refers to
Arthur Steinberg, in his capacity as trustee of the Funds and their respective
subsidiaries under the Investment Company Act of 1940, pursuant to this
Courts appointment on December 5, 2002.2
    
    For a summary of earlier events, reference is
made to the five prior interim reports dated July 26, 2004, February 1, 2005,
August 5, 2005, February 21, 2006, and August 30, 2006, respectively. Copies
of the reports and other important documents are available for printing or
downloading at no cost at <www.ibffund.com>.




---



##### Table of Contents



B. Proposed Distribution
 3
 C. Procedures for Objecting to Proposed Distribution
 on or before April 20, 2007
 
 3
    
    Capitalized terms used but not defined herein
shall have the meanings ascribed in the Plan. 2




---



##### Table of Contents



II.
PROGRESS REPORT FOR  SIXTH INTERIM PERIOD
 A. Prior Distributions by Fund LLC 4
  
 
 
 
 
 
 
 
 4
    
    IBF LLC has no material assets and has made
no distributions to IBFs creditors; nor does it appear that IBF LLC will
recover any assets which could be distributed. Further, the Plan requires
that, before making any distributions to IBFs creditors, IBF LLC first
repay amounts advanced by the Funds during the chapter 11 cases to pay
IBFs share of administrative expenses. IBF LLC is not expected to make
any distributions. Fund LLC is paying IBF LLCs administrative costs but
the work required is minimal and the cost is not material. 3




---



##### Table of Contents



B. Future Distributions
 i.e.
 C. Administrative Matters
 1. Tax/Reporting
  2. Winddown/Dissolutions
  D. Investment Portfolios
 Exhibit D Preliminary Report
 4




---



##### Table of Contents



1. Platform Companies
 a. I&BS/ABR
 NIM plus plus
  b. US Mills
 (i) Original Sale of Fund LLC to Sunset
 Sunset
 5




---



##### Table of Contents



CapitalSource Sanders Holdings Chadmoore i.e.
 (ii) Exercise of Remedies by Fund LLC
 i.e.
   6




---



##### Table of Contents



ex-parte
 (iii) Sale of US Mills to Susquehanna
 Agreement
   7




---



##### Table of Contents



(iv) The Chadmoore Put
      8




---



##### Table of Contents



c. Capstone Capital LLC
  2. Operating Hotels
 a. Hilton Garden Inn
  9




---



##### Table of Contents



b. Fairfield Inn
  c. Comfort Inn
  3. Development Properties
 a. SAHR
  10




---



##### Table of Contents



b. Anguilla
  1) Sale Efforts
 CBRE
 Purchaser
  2) Evans Litigation
  11




---



##### Table of Contents



4. Securitization Assets
  E. Litigation/Arbitration
 1. Stein/1970 Asset Mgt
  2. Outstanding Judgments
   3. NASD Arbitrations
  12




---



##### Table of Contents



F. Global Settlement with Hershon
  13




---



##### Table of Contents



III.
FINANCIAL CONDITION  OF LIQUIDATING LLCS
 Exhibit A 5
 Dated:
    
    New York, New York
March 30, 2007
 IBF Liquidating LLC andIBF Fund Liquidating LLCBy:Arthur J. Steinberg, ICA Trustee, asManager and Liquidating AgentCounsel to the ICA Trustee:Arthur J. Steinberg (AS 1298)Heath D. Rosenblat (HR 6430)Kaye Scholer LLP425 Park AvenueNew York, NY 10022212/836-8000 telephone212/836-7157 facsimile
 
 5
    
    The amounts used on the balance sheet
attached hereto reflect values assigned at Fund LLCs inception and do
not reflect current market value. Further, the amounts included in Exhibit
A are for purposes of this Report only, and should not be used for tax
accounting purposes. 14




---



##### Table of Contents



IBF Fund Liquidating, LLC
Balance Sheet
For the period ending February 28, 2007
(Unaudited)
 ASSETSCash
    
    
    
    
    
    
    9,403,777InvestmentsInvestment in Operating Businesses
    
    
    2,782,088Investment in Operating Hotels
    
    
    22,285Investment in Real Estate Development Properties
    
    
    4,518,001Investment in Securitization Assets
    
    
    74,989Total Investments
    
    
    
    
    
    
    7,397,363Miscellaneous Assets
    
    
    
    
    
    
    483,604Total Assets
    
    
    
    
    
    
    
    
    
    
    17,284,744LIABILITIESCurrent LiabilitiesAccounts Payable
    
    
    209,019Accrued Expenses-Professional Fees
    
    
    100,000Total Current Liabilities
    
    
    
    
    
    
    309,019EquityMember Interest in LLC
    
    
    20,044,782Net Income
    
    
    (3,069,057
    )Total Equity
    
    
    
    
    
    
    16,975,725Total Liabilities and Equity
    
    
    
    
    
    
    
    
    
    
    17,284,744