##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K
 Mark one)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 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 
King & Spalding LLP 
1185 Avenue of the Americas 
New 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 I
    
    
    3Item 1. Business.
    
    
    3Item 1A. Risk Factors.
    
    
    5Item 1B. Unresolved Staff Comments
    
    
    6Item 2. Properties.
    
    
    6Item 3. Legal Proceedings
    
    
    7Item 4. Submission of Matters to a Vote of Security Holders
    
    
    7Part II
    
    
    7Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    7Item 6. Selected Financial Data
    
    
    7Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    7Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    8Item 8. Financial Statements and Supplementary Data
    
    
    9Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    13Item 9A. Controls and Procedures
    
    
    13Item 9B. Other Information
    
    
    13Part III
    
    
    13Item 10. Directors and Executive Officers of the Registrant
    
    
    13Item 11. Executive Compensation.
    
    
    13Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    
    
    13Item 13. Certain Relationships and Related Transactions.
    
    
    13Item 14. Principal Accountant Fees and Services.
    
    
    13Part IV
    
    
    14Item 15. Exhibits and Financial Statement Schedules.
    
    
    14SIGNATURES
    
    
    16EXHIBIT INDEX
    
    
    17
   2




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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.
  3




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Tax Treatment
  Distributions
          Property Sales
  Employees
   4




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##### Table of Contents



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.
  5




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##### Table of Contents



Item 1B. Unresolved Staff Comments
  
 Item 2. Properties.
  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 the collectability of this note is uncertain, and
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
   6




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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 31,2009
    
    
    2008
    
    
    2007Changes In Net Asset Data:Total revenue
    
    $
    27,421
    
    
    $
    651,509
    
    
    $
    2,209,554Total expenses
    
    
    153,601
    
    
    
    682,226
    
    
    
    (2,788,361
    )Net Income / (Loss)
    
    
    (126,180
    )
    
    
    (30,717
    )
    
    
    (578,807Balance Sheet Data:Total assets
    
    $
    5,732,598
    
    
    $
    5,846,997
    
    
    $
    8,708,638Total liabilities
    
    
    364,763
    
    
    
    352,982
    
    
    
    233,904Net assets in liquidation
    
    $
    5,367,835
    
    
    $
    5,494,015
    
    
    $
    8,474,734
 
 Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations.
 Overview
   Results of Operations
    7




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Net Assets in Liquidation
  Distributions
  Dispositions
  Liquidity and Capital Resources
  
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
   8




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Item 8. Financial Statements and Supplementary Data.
 IBF Fund Liquidating LLC
Consolidated Statement of Net Assets (Liquidation Basis)
December 31, 2009, 2008 and 2007
(Unaudited)
 2009
    
    
    2008
    
    
    2007ASSETS:Cash
    
    $
    880,920
    
    
    $
    995,569
    
    
    $
    1,609,293Accounts Receivable
    
    
    
    
    
    
    
    
    
    
    247,917Indemnity Escrow Receivable
    
    
    
    
    
    
    
    
    
    
    1,000,000InvestmentsInvestment in Operating Businesses
    
    
    
    
    
    
    
    
    
    
    1,000,000Investment in Operating Hotels
    
    
    
    
    
    
    
    
    
    
    Investment in Real Estate Development Properties
    
    
    4,525,358
    
    
    
    4,525,358
    
    
    
    4,525,358Investment in Securitization Assets
    
    
    74,988
    
    
    
    74,988
    
    
    
    74,988Investment in Collection Assets
    
    
    
    
    
    
    
    
    
    
    Total Investments
    
    
    4,600,346
    
    
    
    4,600,346
    
    
    
    5,600,346Miscellaneous Assets
    
    
    251,332
    
    
    
    251,082
    
    
    
    251,082Total Assets
    
    
    5,732,598
    
    
    
    5,846,997
    
    
    $
    7,708,638LIABILITIES:Current Liabilities:Accounts Payable
    
    $
    179,609
    
    
    $
    178,309
    
    
    $
    133,904Accrued Expenses  Professional Fees
    
    
    185,154
    
    
    
    174,673
    
    
    
    100,000Total Current Liabilities
    
    
    364,763
    
    
    
    352,982
    
    
    
    233,904Long-Term Liabilities:Promissory Notes
    
    
    
    
    
    
    
    
    
    
    Accrued Liabilities
    
    
    
    
    
    
    
    
    
    
    Total Long-Term Liabilities
    
    
    
    
    
    
    
    
    
    
    Equity:Member Interest in LLC
    
    
    9,094,782
    
    
    
    9,094,782
    
    
    
    12,044,784Dividend
    
    
    (42,019
    )
    
    
    (42,019
    )
    
    
    (42,019
    )Retained earnings
    
    
    (3,558,748
    )
    
    
    (3,528,031
    )
    
    
    (2,949,224
    )Net Income / (Loss)
    
    
    (126,180
    )
    
    
    (30,717
    )
    
    
    (578,807
    )Total Equity
    
    
    5,367,835
    
    
    
    5,494,015
    
    
    
    7,474,734Total Liabilities and Equity
    
    
    5,732,598
    
    
    $
    5,846,997
    
    
    $
    7,708,638
   9




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IBF Fund Liquidating LLC
Consolidated Statement of Cash Flows
For the Fiscal Years Ended
December 31, 2009, 2008 and 2007
(Unaudited)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Cash flow from operating activities before
reorganization items:Cash paid to vendors
    
    $
    (34,141
    )
    
    $
    (75,671
    )
    
    $
    (60,954
    )Payroll and Benefits
    
    
    
    
    
    
    
    
    
    
    Net cash (used) by operating activities before
reorganization itemsBefore Reorganization Items
    
    
    
    
    
    
    (75,671
    )
    
    
    (60,954
    )Cash flows from reorganization items:Additional Investments
    
    
    
    
    
    
    (9,901
    )
    
    
    (669,605
    )Return on Investments
    
    
    18,621
    
    
    
    2,310,934
    
    
    
    11,362,342Collection of Litigation Claims
    
    
    
    
    
    
    500,000
    
    
    
    200,000Interest Earned on Accumulated Cash
    
    
    
    
    
    
    31,161
    
    
    
    62,645Interest Earned on Investments
    
    
    8,800
    
    
    
    17,232
    
    
    
    Liquidating Distribution
    
    
    
    
    
    
    (2,956,704
    )
    
    
    (8,093,754
    )Professional Fees for Services Rendered
    
    
    (107,939
    )
    
    
    (430,775
    )
    
    
    (2,787,549
    )Net cash (used) by reorganization items
    
    
    (80,518
    )
    
    
    (538,053
    )
    
    
    74,079Net cash (used) by operating activities
    
    
    (114,649
    )
    
    
    (613,724
    )
    
    
    13,125Net Income (decrease) in cash and cash equivalents
    
    
    (114,649
    )
    
    
    (613,724
    )
    
    
    13,125Cash and cash equivalents at beginning of period
    
    
    995,569
    
    
    
    1,609,293
    
    
    
    1,596,168Cash and cash equivalents at end of period
    
    $
    880,920
    
    
    $
    995,569
    
    
    $
    1,609,293
   10




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##### Table of Contents



IBF Fund Liquidating LLC
Consolidated Statement of Profit and Loss
For the Fiscal Years Ended
December 31, 2009, 2008 and 2007
(Unaudited)
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Income:Gain on Sale of Investment
    
    $
    18,621
    
    
    $
    603,116
    
    
    $
    2,146,909Interest Income
    
    
    8,800
    
    
    
    48,393
    
    
    
    62,645Total income
    
    
    27,421
    
    
    
    651,509
    
    
    
    2,209,554Expense:Professional Fees
    
    
    152,264
    
    
    
    612,563
    
    
    
    2,773,126Office Expense
    
    
    1,337
    
    
    
    19,663
    
    
    
    15,235Payroll and Benefits
    
    
    
    
    
    
    
    
    
    
    Loss on Sale of Investment
    
    
    
    
    
    
    
    
    
    
    Total expense
    
    
    153,601
    
    
    
    682,226
    
    
    
    2,788,361Total income/(loss)
    
    $
    (126,180
    )
    
    $
    (30,717
    )
    
    $
    (578,807
    )
   11




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IBF FUND LIQUIDATING LLC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2009
(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
   12




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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.
  
 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)
    
    No legal fees and expenses were paid
to King & Spalding LLP and Kaye
Scholer LLP in 2009. 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.< /div>
 (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 $875 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)
    
    The Companys accountant, CBIZ Mahoney Cohen, was paid
$107,939 in 2009. Other 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.
   13




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Part IV
 
 Item 15. Exhibits and Financial Statement Schedules.
  
    
    The Companys Consolidated Statement of Cash Flows for the
fiscal years ended December 31, 2009, December 31, 2008,
December 31, 2007 and December 31, 2006; and
    
    The Companys Consolidated Statement of Profit and Loss
for the fiscal years ended December 31, 2008, December 31,
2007, December 31, 2006, December 31, 2005 and December
31, 2004.
    
    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.
  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.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.
  14




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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 Distribution 99.2
    
    Sixth
Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors 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.
    
    Incorporated by reference from the Companys
Annual Report on Form 10-K filed on March 31, 2008  15




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SIGNATURES
  IBF FUND LIQUIDATING LLCBy:
    /s/
 Arthur J. SteinbergArthur J. Steinberg, as ICA TrusteeLiquidating Agent and Manager   16




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EXHIBIT INDEX
 Exhibit No.
    
    Description2.1
    
    First Amended Joint Liquidating Plan of Reorganization with Respect To InterBank Funding Corp., IBFCollateralized 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 byorder 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 andCynthia Davis**10.2
    
    Asset Purchase Agreement, dated as of February 22, 2005, among IBF Fund Liquidating LLC and IBFV-Alternative Investment Holdings, LLC**10.3
    
    Amended and Restated Acquisition Agreement and Plan of Merger, dated as of November 10, 2005, among IBFFund 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.
  17




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##### Table of Contents



Exhibit No.
    
    Description10.11
    
    Senior Subordinated Note in the original principal amount of $5,000,000, executed by Sunset Brands, Inc. andU.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 HoldingsInternational, 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 theCompany.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 HoldingsInternational, Ltd. and the Company.10.22
    
    Stock Pledge Agreement, dated as of November 10, 2005, between Sunset Holdings International, Ltd. and theCompany.10.23
    
    Assignment of Loan Documents, dated as of October 23, 2006, by CapitalSource Finance LLC in favor of theCompany.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) GrantingRelated Relief; Notice Of Proposed Ninth Distribution 99.2
    
    Sixth Interim Report Following Effective Date Of Joint Liquidating Plan With Respect To The Debtors 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.
    
    Incorporated by reference from the Companys Annual Report on Form 10-K filed on February 16, 2008  18