|
|

UNITED STATES 
	SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_______________________________

FORM 10-Q_______________________________

x 
  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly periodended March 31, 2005
  OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

|Commission
      File No.: | 1-13573-01
|-------------------------- | ----------
|                           | 1-13573   

INLAND
  FIBER GROUP, LLCFIBER
  FINANCE CORP.(Exact name of registrant
  as specified in its charter)

|DELAWARE                                                                    | 91-1217136                                
|--------------------------------------------------------------------------- | ------------------------------------------
|DELAWARE                                                                    | 91-1851612                                
|(State or other jurisdiction
      
      of incorporation or organization) | (I.R.S. Employer
      Identification No.)
|                                                                            |                                           
|6400 Highway 66
			Klamath Falls, OR 97601                                  | 97601                                     
|(Address of principal
      executive offices)                              | (Zip code)                                

Registrants telephone number, including area code:   
	541-884-2240

---

Indicate by check mark whether the registrant
  (1) has filed all reports required to be filed by Section 13 or 15(d) of the
  Securities Exchange Act of 1934 during the preceding 12 months (or such shorter
  period that the registrant was required to file such reports), and (2) has been
  subject to such filing requirements for the past 90 days.



Yes xNo o

Indicate by check mark whether the registrant
  is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YesoNo x



---





|     |    |   | FORM 10-Q                                                                                         |     
|---- | -- | - | ------------------------------------------------------------------------------------------------- | ----
|     |    |   |                                                                                                   |     
|     |    |   | TABLE OF CONTENTS                                                                                 |     
|     |    |   |                                                                                                   |     
|PART | I  | . | FINANCIAL INFORMATION (Unaudited)                                                                 | Page
|     |    |   |                                                                                                   |     
|Item | 1  | . | Condensed Consolidated Statements of Operationsfor the three months ended March 31, 2005 and 2004 | 1   
|     |    |   |                                                                                                   |     
|Item | 1  | . | Condensed Consolidated Balance Sheetsat March 31, 2005 and December 31, 2004                      | 2   
|     |    |   |                                                                                                   |     
|Item | 1  | . | Condensed Consolidated Statements of Cash Flowsfor the three months ended March 31, 2005 and 2004 | 3   
|     |    |   |                                                                                                   |     
|Item | 1  | . | Notes to Condensed Consolidated Financial Statements                                              | 4   
|     |    |   |                                                                                                   |     
|Item | 2  | . | Management's Discussion and Analysis of Financial
				Condition and Results of Operations         | 9   
|     |    |   |                                                                                                   |     
|Item | 3  | . | Quantitative and
				Qualitative Disclosure of Market Risk                                        | 14  
|     |    |   |                                                                                                   |     
|Item | 4  | . | Controls and Procedures                                                                           | 14  
|     |    |   |                                                                                                   |     
|     |    |   |                                                                                                   |     
|Part | II |   | OTHER INFORMATION                                                                                 |     
|     |    |   |                                                                                                   |     
|Item | 1  |   | Legal Proceedings                                                                                 | 15  
|     |    |   |                                                                                                   |     
|Item | 6  | . | Exhibits                                                                                          | 17  
|     |    |   |                                                                                                   |     
|     |    |   |                                                                                                   |     
|     |    |   |                                                                                                   |     
|     |    |   |                                                                                                   |     



---



PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INLAND FIBER GROUP, LLC AND SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(IN THOUSANDS)
	(UNAUDITED)



|                                                                 |  |  |   | Three Months Ended March 31, |  
|---------------------------------------------------------------- |  |  | - | ---------------------------- | -
|                                                                 |  |  |   |                              |  
|                                                                 |  |  |   | 2005                         |  
|                                                                 |  |  |   |                              |  
|Revenues                                                         |  |  | $ | 2,164                        |  
|Cost of timber harvested                                         |  |  |   | (1,426                       | )
|Cost of timber and property sales                                |  |  |   | —                            |  
|Depletion, depreciation and road amortization                    |  |  |   | (1,026                       | )
|                                                                 |  |  |   |                              |  
|Gross loss                                                       |  |  |   | (288                         | )
|                                                                
|Management fee                                                   |  |  |   | (500                         | )
|Selling, general and administrative expenses                     |  |  |   | (424                         | )
|Equity in net loss of affiliate                                  |  |  |   | (5,632                       | )
|                                                                 |  |  |   |                              |  
|Operating loss                                                   |  |  |   | (6,844                       | )
|                                                                
|Interest expense                                                 |  |  |   | (5,384                       | )
|Amortization of deferred financing fees                          |  |  |   | (168                         | )
|Other income, net                                                |  |  |   | 10                           |  
|                                                                 |  |  |   |                              |  
|                                                                
|Net loss                                                         |  |  | $ | (12,386                      | )
|                                                                 |  |  |   |                              |  
|                                                                
|                                                                
|See notes to the condensed consolidated financial
				statements



1



---

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

|                                                                            |  |   |  |          |   |             |   |  |          |   |              | 
|--------------------------------------------------------------------------- |  | - |  | -------- | - | ----------- | - |  | -------- | - | ------------ | 
|INLAND FIBER GROUP, LLC AND SUBSIDIARYCONDENSED CONSOLIDATED BALANCE SHEETS
|(IN THOUSANDS)                                                             
|                                                                            |  |   |  |          |   | March 31,   |   |  |          |   | December 31, | 
|                                                                            |  |   |  |          |   | 2005        |   |  |          |   | 2004         | 
|                                                                            |  |   |  |          |   |             |   |  |          |   |              | 
|                                                                            |  |   |  |          |   | (Unaudited) |   |  |          |   | *            | 
|ASSETS                                                                      |  |   |  |          |   |             |   |  |          |  
|Current assets:                                                             |  |   |  |          |   |             |   |  |          |  
|Cash and cash equivalents                                                   |  | $ |  | 334      |   |             | $ |  | 180      |  
|Accounts receivable                                                         |  |   |  | 117      |   |             |   |  | 207      |  
|Other receivables                                                           |  |   |  | 537      |   |             |   |  | 592      |  
|Notes receivable                                                            |  |   |  | 106      |   |             |   |  | 139      |  
|Prepaid expenses and other current assets                                   |  |   |  | 114      |   |             |   |  | 134      |  
|                                                                            |  |   |  |          |   |             |   |  |          |  
|Total current
			assets                                                     |  |   |  | 1,208    |   |             |   |  | 1,252    |  
|                                                                           
|Timber and timberlands, net                                                 |  |   |  | 83,306   |   |             |   |  | 84,247   |  
|Investment in affiliate                                                     |  |   |  | 2,342    |   |             |   |  | 7,975    |  
|Property, plant and equipment, net                                          |  |   |  | 789      |   |             |   |  | 799      |  
|Notes receivable, less current portion                                      |  |   |  | 10       |   |             |   |  | 10       |  
|Other assets                                                                |  |   |  | 150      |   |             |   |  | 150      |  
|Restricted cash                                                             |  |   |  | 104      |   |             |   |  | 104      |  
|Deferred financing fees, net                                                |  |   |  | 1,780    |   |             |   |  | 1,948    |  
|                                                                            |  |   |  |          |   |             |   |  |          |  
|Total assets                                                                |  | $ |  | 89,689   |   |             | $ |  | 96,485   |  
|                                                                            |  |   |  |          |   |             |   |  |          |  
|LIABILITIES AND MEMBERS’ DEFICIENCY                                         |  |   |  |          |   |             |   |  |          |  
|Current liabilities:                                                        |  |   |  |          |   |             |   |  |          |  
|Accounts payable                                                            |  |   |  | 1,454    |   |             |   |  | 760      |  
|Accrued liabilities                                                         |  |   |  | 773      |   |             |   |  | 451      |  
|Accrued bond interest                                                       |  |   |  | 8,136    |   |             |   |  | 2,752    |  
|Deferred revenue                                                            |  |   |  | 168      |   |             |   |  | 1,041    |  
|Payable to managing member and affiliates                                   |  |   |  | 121      |   |             |   |  | 58       |  
|Long-term debt declared in default by
			trustee                            |  |   |  | 225,000  |   |             |   |  | 225,000  |  
|                                                                            |  |   |  |          |   |             |   |  |          |  
|Total current
			liabilities                                                |  |   |  | 235,652  |   |             |   |  | 230,062  |  
|                                                                            |  |   |  |          |   |             |   |  |          |  
|Long-term debt                                                              |  |   |  | —        |   |             |   |  | —        |  
|                                                                            |  |   |  |          |   |             |   |  |          |  
|Members' deficiency                                                         |  |   |  |          |   |             |   |  |          |  
|Managing member's interest                                                  |  |   |  | (1,487   | ) |             |   |  | (1,362   | )
|Nonmanaging members' interest                                               |  |   |  | (144,476 | ) |             |   |  | (132,215 | )
|                                                                            |  |   |  |          |   |             |   |  |          |  
|Total members'
			deficiency                                                |  |   |  | (145,963 | ) |             |   |  | (133,577 | )
|                                                                            |  |   |  |          |   |             |   |  |          |  
|Total liabilities
			and members' deficiency                                |  | $ |  | 89,689   |   |             | $ |  | 96,485   |  
|                                                                            |  |   |  |          |   |             |   |  |          |  

|*      Derived from
			audited Consolidated Balance Sheet as of December 31, 2004
|---------------------------------------------------------------------------------
|See notes
				to unaudited condensed consolidated financial statements           

2



---

PART 1. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

INLAND FIBER GROUP, LLC AND SUBSIDIARYCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(IN THOUSANDS) 
	(UNAUDITED)





|                                                                       |  |  |                              |      |   |  |  |   |        |  
|---------------------------------------------------------------------- |  |  | ---------------------------- | ---- | - |  |  | - | ------ | -
|                                                                       |  |  | Three Months Ended March 31, |     
|                                                                       |  |  |                              |     
|                                                                       |  |  |                              | 2005 |   |  |  |   | 2004   |  
|                                                                       |  |  |                              |      |   |  |  |   |        |  
|CASH FLOWS FROM OPERATING ACTIVITIES:                                  |  |  |                              |      |   |  |  |   |        |  
|Net cash (used in) provided by operating
			activities                 |  |  | $                            | 229  |   |  |  | $ | (1,174 | )
|                                                                       |  |  |                              |      |   |  |  |   |        |  
|                                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES:                                  |  |  |                              |      |   |  |  |   |        |  
|Timber,
			timberlands and road additions                              |  |  |                              | (75  | ) |  |  |   | (78    | )
|Sale
			(purchase) of property, plant and equipment - net              |  |  |                              | —    |   |  |  |   | (2     | )
|                                                                       |  |  |                              |      |   |  |  |   |        |  
|Net cash used in investing activities                                  |  |  |                              | (75  | ) |  |  |   | (80    | )
|                                                                       |  |  |                              |      |   |  |  |   |        |  
|                                                                      
|Increase (decrease) in cash and cash equivalents                       |  |  |                              | 154  |   |  |  |   | (1,254 | )
|Cash and cash equivalents - beginning of
			period                     |  |  |                              | 180  |   |  |  |   | 1,447  |  
|                                                                       |  |  |                              |      |   |  |  |   |        |  
|                                                                      
|Cash and cash equivalents - end of period                              |  |  | $                            | 334  |   |  |  | $ | 193    |  
|                                                                       |  |  |                              |      |   |  |  |   |        |  
|                                                                      
|Supplemental cash flow information:                                    |  |  |                              |      |   |  |  |   |        |  
|Cash
			paid for interest expense                                      |  |  | $                            | —    |   |  |  | $ | 78     |  
|                                                                      
|                                                                      
|See notes to unaudited
				condensed consolidated financial statements

3





---



INLAND FIBER GROUP, LLC AND SUBSIDIARY 
	Notes to Condensed Consolidated Financial Statements 
	(In thousands, except as otherwise indicated)

|1. Business and Basis of Presentation
|-------------------------------------

|Business
|--------

The
	unaudited condensed consolidated financial statements include the accounts of Inland Fiber Group, LLC ("IFG"), a Delaware limited
	liability company, and its wholly owned subsidiary, Fiber Finance Corp. ("Finance Corp."), collectively referred to hereafter as
	the Company. Finance Corp. serves as the co-obligor for IFG's 9-5/8% Senior Notes due 2007 (the "Notes"). Finance Corp. has nominal
	assets and does not conduct operations. All intercompany transactions have been eliminated in consolidation. As a result of a Privatization
	Transaction, the Company is an indirect 99% owned subsidiary of American Forest Resources, LLC (AFR) in which the Company owns a
	preferred interest.

The
	primary activities of the Company are the growing of trees and the sale of logs and standing timber to third party wood processors
	and the sale of timberland. The Company's timber is located principally in Oregon, east of the Cascade Range. Logs harvested from
	the timberlands are sold to unaffiliated domestic conversion facilities. These logs are processed for sale as lumber, plywood and
	other wood products, primarily for use in new residential home construction, home remodeling and repair and general industrial applications.

Basis of Presentation

These
	unaudited condensed consolidated financial statements have been prepared by the Company, pursuant to the rules and regulations of
	the United States Securities and Exchange Commission for reporting on Form 10-Q. Accordingly, certain information and footnotes
	required in financial statements prepared in accordance with accounting principles generally accepted in the United States of America
	have been condensed or omitted from these statements. These unaudited condensed consolidated financial statements were prepared
	on a consistent basis with and should be read in conjunction with the consolidated financial statements included in the Company's
	2004 Annual Report on Form 10-K. Operating results for the quarter ended March 31, 2005 are not necessarily indicative of the results
	that may be expected for the full year or any other period. In the opinion of management, the accompanying unaudited consolidated
	financial statements include all normal recurring adjustments necessary to present fairly the information for such periods.

The
	accompanying condensed consolidated statements have been prepared assuming that the Company will continue as a going concern. On
	December 19, 2003, an action was brought in the Court of Chancery of the State of Delaware in and for New Castle County by the Trustee
	under the indenture (the "Indenture") governing the Company's $225,000, 95/8 Senior Notes, due 2007, against the Company and others,
	alleging that the Company violated certain covenants contained in the Indenture. In May 2004, the Company received a Notice of Default
	from the Trustee covering certain of the allegations in the complaint. The Defendants responded to the Notice of Default denying
	the existence of any defaults. On July 29, 2004, the Court of Chancery dismissed the action without prejudice, based on its determination
	that the Trustee under the Indenture lacked standing under the terms of the Indenture to bring an action against the Company and
	other defendants (collectively the "Defendants") because the requisite notice

4

---



INLAND FIBER GROUP, LLC
	AND SUBSIDIARY 
	Notes to Condensed Consolidated Financial Statements (continued)(In thousands, except as otherwise indicated)

of default and opportunity to cure had not been provided to the Company prior to the time the action
	was commenced. The Trustee was granted 30 days to file an amended complaint and on August 27, 2004, the Trustee filed its second
	amended complaint. On October 8, 2004, the Trustee filed a motion for partial summary judgment seeking a declaratory judgment that
	the Company violated certain provisions of the Indenture by permitting its affiliate to grant security interests in various timberland
	properties on various dates prior to September 14, 2001. On October 15, 2004, the Defendants filed a motion to dismiss the second
	amended complaint. On December 23, 2004, the Court of Chancery issued a memorandum opinion granting the Trustee's motion for partial
	summary judgment and declaring that an Event of Default had occurred under the Indenture. On January 13, 2005, the Company received
	a Notice of Default and Acceleration from the Trustee. On January 21, 2005, the Defendants filed a motion for leave to pursue an
	interlocutory appeal of the Chancery Court Order granting partial summary judgment. On January 26, 2005, the Court of Chancery granted
	Defendants' motion for leave to appeal. On February 10, 2005, the Supreme Court of the State of Delaware accepted Defendants' appeal.
	Oral arguments with respect to the appeal are scheduled for June 3, 2005. While the interlocutory appeal is heard, the case in the
	Court of Chancery is proceeding. On April 4, 2005, the Trustee filed its third amended complaint. On April 22, 2005, the Defendants
	filed a motion to dismiss certain counts of the third amended complaint. A hearing on the Company's motion is scheduled for June
	2005. The Company and its legal counsel believe the litigation and both Notices of Default to be without merit and intend to continue
	to vigorously defend the litigation.

In
	the event the trustee prevails in the litigation, the Trustee will have the right to demand repayment and accelerate the maturity
	of the notes. If such event occurs, and the Company is unable to effect an amendment or a restructuring of the notes, the Company's
	ability to continue as a going concern would be in substantial doubt. The consolidated financial statements do not include any adjustments
	that might result from the outcome of this uncertainty.(See
	Note 5 for a further discussion of the litigation).



5





---



INLAND FIBER GROUP, LLC AND SUBSIDIARY 
		Notes to Condensed Consolidated Financial Statements (continued)(In thousands, except as otherwise indicated)

2.       Timber and
		Timberlands
		          Timber and Timberlands consisted of the following:

| |  |  |                                                  |  |  |   |           |  |  |   |             
| |  |  | ------------------------------------------------ |  |  | - | --------- |  |  | - | ------------
| |  |  |                                                  |  |  |   | March 31, |  |  |   | December 31,
| |  |  |                                                  |  |  |   | 2005      |  |  |   | 2004        
| |  |  |                                                  |  |  |   |           |  |  |   |             
| |  |  | Timber and logging roads                         |  |  | $ | 252,704   |  |  | $ | 252,701     
| |  |  | Timberlands                                      |  |  |   | 11,970    |  |  |   | 11,970      
| |  |  | Seed orchard and nursery stock                   |  |  |   | 1,445     |  |  |   | 1,373       
| |  |  |                                                  |  |  |   |           |  |  |   |             
| |  |  |                                                  |  |  |   | 266,119   |  |  |   | 266,044     
| |  |  | Less accumulated depletion and road amortization |  |  |   | 182,813   |  |  |   | 181,797     
| |  |  |                                                  |  |  |   |           |  |  |   |             
| |  |  |                                                  |  |  | $ | 83,306    |  |  | $ | 84,247      
| |  |  |                                                  |  |  |   |           |  |  |   |             

3.       Investment in Affiliate

Since October 1999, the Company
	has owned a redeemable preferred membership interest ("Preferred LLC Interest") in AFR, an affiliate accounted for under the equity
	method. As mentioned in Note 1 to the Financial Statements, in 2003 the Company became an indirectsubsidiary
	of AFR as a result of a series of transactions culminating in the contribution to a subsidiary of AFR of the 99% non-managing member's
	interest in the Company previously owned by the master limited partnership (“MLP”).

The
	following summarized unaudited financial information for AFR is presented on an AFR standalone basis without consolidation of the
	Company's results of operations to avoid duplication, which would otherwise occur.

|                             |  |   |  |                    |   |  |   |  |                    |  
|---------------------------- |  | - |  | ------------------ | - |  | - |  | ------------------ | -
|                             |  |   |  | Three Months Ended |   |  |   |  | Three Months Ended |  
|                             |  |   |  | March 31           |   |  |   |  | March 31           |  
|                             |  |   |  | 2005               |   |  |   |  | 2004               |  
|                             |  |   |  |                    |   |  |   |  |                    |  
|                            
|Net sales                    |  | $ |  | 1,585              |   |  | $ |  | 1,980              |  
|Gross profit (loss)          |  |   |  | (174               | ) |  |   |  | 189                |  
|Loss before equity           |  |   |  |                    |   |  |   |  |                    |  
|in the Company's
				Loss    |  |   |  | (3,265             | ) |  |   |  | (2,697             | )
|Equity in Company's Loss (1) |  |   |  | (9,121             | ) |  |   |  | (10,133            | )
|Net loss                     |  |   |  | (12,386            | ) |  |   |  | (12,830            | )

|(1) | Reflects (a) charges of $2,307 and $2,146, respectively related to
			the amortization of $43,287 excess of cost over deficiency in net assets attributable to 63.6% acquired interest.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   





6



---



INLAND FIBER GROUP, LLC
	AND SUBSIDIARY 
	Notes to Condensed Consolidated Financial Statements (continued)(In thousands, except as otherwise indicated)

4.       Unit-based Compensation Plans

Prior
	to the Privatization Transaction, the MLP had a Unit Option Plan, which permitted the grant of unit options to employees and directors
	of the Company who perform services for the Company covering 857,749 Common Units. As permitted under SFAS No. 148, Accounting for
	Stock-Based Compensation-Transition and Disclosure, which was issued in December 2002 and amended SFAS No. 123, Accounting for Stock-Based
	Compensation, the Company has elected to follow the intrinsic value method in accounting for its stock-based employee compensation
	arrangements as defined by Accounting Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to Employees", and related
	interpretations. There would have been no effect on net loss for the three month period ended March 31, 2005 and 2004 if the Company
	had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

In
	connection with the Privatization Transaction described in Note 1, each outstanding unit option granted under the Unit Option Plan
	was converted into an option to receive, upon exercise, including payment of the exercise price, the $3.00 per unit merger consideration.
	Because the exercise price for each option was greater than the merger consideration, the Company does not expect any options to
	be exercised in the future.

5.       Litigation

On
	December 19, 2003, an action was brought in the Court of Chancery of the State of Delaware in and for New Castle County by the Trustee
	under the Indenture against the Company, Finance Corp., the Manager, American Forest Resources, LLC, Cascade Resource



7

---



INLAND FIBER GROUP,
	LLC AND SUBSIDIARY 
	Notes to Condensed Consolidated Financial Statements(In thousands, except as otherwise indicated)



Holdings Group, LLC, and all of the directors of the Manager as of January 1, 2003 (collectively,
	the "Defendants"). The complaint alleges that the Company violated the provisions of the Indenture by transferring certain assets
	to its affiliates, the directors of the Company violated their fiduciary duty to the Company and that the transfers of the assets
	were fraudulent conveyances and subject to rescission. The Trustee seeks a declaration that the Company has violated the terms of
	the Indenture, an injunction against the transfer of additional assets out of the ordinary course of business, damages and the imposition
	of a constructive trust on the assets transferred by the Company to its affiliates. In January 2004, the plaintiff's motion to schedule
	a preliminary injunction hearing with respect to further transfers to affiliates and for expedited discovery was denied. In connection
	with the denial of the plaintiff's motion, the Company agreed that, through the earlier of December 31, 2004 and the resolution
	of the lawsuit, it would provide at least thirty days' notice before entering into any transfer of assets to affiliates, other than
	payment of management fees. Discovery began in January 2004 and is ongoing. On February 6, 2004, the Defendants filed a motion to
	dismiss. In May 2004, a hearing was held with respect to Defendants' motion to dismiss. On May 17, 2004, the Company received a
	Notice of Default from the Trustee covering certain of the allegations in the complaint. The Defendants responded to the Notice
	of Default denying the existence of any defaults. On July 29, 2004, the Court of Chancery dismissed the action without prejudice,
	based on its determination that the Trustee under the Indenture lacked standing under the terms of the Indenture to bring an action
	against the Defendants because the requisite notice of default and opportunity to cure had not been provided to the Company prior
	to the time the action was commenced. The Trustee was granted 30 days to file an amended complaint and on August 27, 2004, the Trustee
	filed its second amended complaint. On October 8, 2004, the Trustee filed a motion for partial summary judgment seeking a declaratory
	judgment that the Company violated certain provisions of the Indenture by permitting its affiliate to grant security interests in
	various timberland properties on various dates prior to September 14, 2001. On October 15, 2004, the Defendants filed a motion to
	dismiss the second amended complaint. On December 23, 2004, the Court of Chancery issued a memorandum opinion granting the Trustee's
	motion for partial summary judgment and declaring that an Event of Default had occurred under the Indenture. On January 13, 2005,
	the Company received a Notice of Default and Acceleration from the Trustee. On January 21, 2005, the Defendants filed a motion for
	leave to pursue an interlocutory appeal of the Chancery Court Order granting partial summary judgment. On January 26, 2005, the
	Court of Chancery granted Defendants' motion for leave to appeal. On February 10, 2005, the Supreme Court of the State of Delaware
	accepted Defendants' appeal. On April 4, 2005, the Trustee filed its third amended complaint. On April 22, 2005, the Defendants
	filed a motion to dismiss certain counts of the third amended complaint. Oral arguments with respect to the appeal are scheduled
	for June 3, 2005. While the interlocutory appeal is heard, the case in the Court of Chancery is proceeding. The Company and its
	legal counsel believe the litigation and both Notices of Default to be without merit and intend to continue to vigorously defend
	the litigation.

On
	December 7, 2004, the Company, Finance Corp. and AFR brought an action against the Trustee based on the Trustee's failure to remit
	$4.8 million of the funds paid by the Company on November 12, 2004 to the Trustee for the benefit of the holders of the Notes. Subsequently,
	the Trustee reduced its holdback to $2.8 million. On January 13, 2005, the Trustee filed its Answer and Counterclaim, seeking payment
	of an undetermined amount from the Company and Finance Corp. for its expenses in the litigation described above. The Company believes
	it has a meritorious claim against the Trustee and intends to pursue its action and vigorously defend against the Trustee's counterclaim,
	which the Company believes to be without merit.

6. Long Term DebtThe Company's long term debt consists
	of $225,000 of 9-5/8 % Senior Notes (the "Notes") due 2007, which were issued jointly and severally by the Company and Fiber Finance
	Corp., a wholly owned subsidiary of the Company (collectively, the "Issuers"). The Issuers serve as co-obligors of the Notes. The
	Notes represent unsecured general obligations of the Issuers and bear interest at 9-5/8% payable semiannually in arrears on May
	15 and November 15, and mature on November 15, 2007 unless previously redeemed. The Notes are redeemable at the option of the Issuers
	in whole or in part at predetermined redemption prices plus accrued interest to the redemption date.

The
	next semi-annual interest payment on the Notes is due May 15, 2005, subject to a 30 day grace period. The Company is considering
	its options regarding such payment given the pendency of the litigation and the acceleration of the Notes. There is substantial
	risk that the Company may not make this interest payment.

The
	Notes contain certain restrictive covenants, including limiting the ability of the Company and its subsidiaries to make cash distributions,
	incur additional indebtedness, sell assets or harvest timber in excess of certain limitations. Under certain restrictive covenants,
	during 2003 and 2002, the Company was and presently is prohibited from making distributions to its members. Although the Company
	believes it was and is in compliance with the covenants contained in the Notes, the trustee under the indenture has alleged that
	the Company has violated certain covenants and has commenced litigation and also issued a notice of default, alleging issues already
	covered in its complaint as described in Note 5. On December 23, 2004, the Court of Chancery issued a memorandum opinion granting
	the Trustee's motion for partial summary judgment and declaring that an Event of Default had occurred under the Indenture. On January
	13, 2005, the Company received a Notice of Default and Acceleration from the Trustee. On January 21, 2005, the Defendants filed
	a motion for leave to pursue an interlocutory appeal of the Chancery Court Order granting partial summary judgment. On January 26,
	2005, the Court of Chancery granted Defendants' motion for leave to appeal. On February 10, 2005, the Supreme Court of the State
	of Delaware accepted Defendants' appeal. On April 4, 2005, the Trustee filed its third appeal complaint. On April 22, 2005, the
	Defendants filed a motion to dismiss certain counts of the third amended complaint. Oral arguments with respect to the appeal are
	scheduled for June 3, 2005. While the interlocutory appeal is heard, the case in the Court of Chancery is proceeding. The Company
	and its legal counsel believe the litigation and both Notices of Default to be without merit and intend to continue to vigorously
	defend the litigation.

7. Management AgreementEffective September 1, 2003, the
	Company entered into a new management agreement with the Manager. The management agreement replaced the prior arrangement under
	which the Company reimbursed the Manager for expenses incurred on the Company's behalf. The management agreement provides for an
	annual fee of 2% of the agreed upon valuation of total timber and timberland assets under management and is payable monthly. In
	addition, the Company established its own Board of Directors to supervise the management of the Company.

8

---



INLAND FIBER GROUP, LLC
	AND SUBSIDIARY

Forward-Looking StatementsCertain information contained in
	this report may constitute forward-looking statements within the meaning of the federal securities laws. Although the Company believes
	that expectations reflected in such forward-looking statements are based upon reasonable assumptions, it can give no assurance that
	its expectations will be achieved. Forward-looking information is subject to certain risks, trends and uncertainties that could
	cause actual results to differ materially from those projected. Such risks, trends and uncertainties include the highly cyclical
	nature of the forest products industry, general economic conditions, competition, price conditions or trends for the Company's products,
	the possibility that timber supply could increase if governmental, environmental or endangered species policies change, and limitations
	on the Company's ability to harvest its timber due to adverse natural conditions or increased governmental restrictions. These and
	other risks are described in the Company's other reports and registration statements, which are available from the United States
	Securities and Exchange Commission.

Application of Critical Accounting Policies

Certain accounting
	policies have asignificant impact on amounts reported in the financial statements. A
	summary of those significant accounting policies can be found in Note 1 to the Company's financial statements included in the Company's
	2004 Annual Report on Form 10-K. The Company has not adopted any significant new accounting policies during the three months ended
	March 31, 2005.

Among
	the significant judgments made by management in the preparation of the Company's financial statements are the determination of the
	allowance for doubtful accounts and the rates of depletion applicable to the Company's merchantable timber. These determinations
	are made periodically in the ordinary course of accounting.

Overview

The Company’sprincipal operations consist of growing and harvesting timber and selling logs, standing
	timber and related by-products to third party wood processors and related party purchasers as well as the sale of excess timberland.
	These logs and by-products are processed for sale as lumber, molding products, doors, mill work, commodity, specialty and overlaid
	plywood products, laminated veneer lumber, engineered wood I-beams, particleboard, hardboard, paper and other wood products. These
	products are used in residential, commercial and industrial construction, home remodeling and repair, general industrial applications
	and a variety of paper products. The results of the Company's operations and its ability to pay distributions to its members depend
	upon a number of factors, many of which are beyond its control. These factors include general economic and industry conditions,
	domestic and export prices, supply and demand for timber logs, seasonality, government regulations affecting the manner in which
	timber may be harvested, and competition from other supplying regions and substitute products. The Company is currently not permitted
	to make any distributions to members (see Financial Condition and Liquidity).

9
INLAND FIBER GROUP, LLC AND SUBSIDIARY

Seasonality

The Company’slog and standing timber sales volumes are generally at their lowest levels in the
	first and second quarters of each year. In the first quarter, heavy snowfalls in higher elevations prevent access to many areas
	of the Company's timberlands. This limited access, along with spring break-up conditions (when warming weather thaws and softens
	roadbeds) in March or April, restricts logging operations to lower elevations and areas with rockier soil types. As a result of
	these constraints, the Company's sales volumes are typically at their lowest in the first quarter, improving in the second quarter
	and at their highest during the third and fourth quarters. Most customers in the region react to this seasonality by carrying sufficiently
	high log inventories at the end of the calendar year to carry them to the second quarter of the following year.

Current Market Conditions
	          First quarter 2005prices
	for finished wood products (e.g. lumber plywood and engineered wood products) increased slightly from fourth quarter prices. Plywood
	prices remained strong. Lumber prices increased with 2x4 and 2x6 leading the increases.

Delivered
	log prices increased for all species except cedar. Price increases were due in part to an increased log size from our helicopter
	operations. Prices for veneer logs also began to increase. Cedar prices remained constant with fourth quarter 2004 prices.

Results of Operations

Selected operating
	statistics for the Company:

|                               |  |                      |  |          |  |                            |  |   |  |      |  |          |  |   |  |       |  |       
|------------------------------ |  | -------------------- |  | -------- |  | -------------------------- |  | - |  | ---- |  | -------- |  | - |  | ----- |  | ------
|                               |  | SalesVolume
			(MBF) |  |          |  | Price Realization
			(MBF)
|                              
|                               |  |                      |  |          |  | Timber                     |  |   |  |      |  |          |  |   |  |       |  | Timber
|Period                         |  | Logs                 |  | Stumpage |  | Deeds                      |  |   |  | Logs |  | Stumpage |  |   |  | Deeds
|                              
|2005                           |  |                      |  |          |  |                            |  |   |  |      |  |          |  |   |  |       |  |       
|Three Months Ended March
			31 |  | 6,982                |  | —        |  | 348                        |  | $ |  | 277  |  | $        |  | — |  | $     |  | 198   
|                              
|                              
|2004                           |  |                      |  |          |  |                            |  |   |  |      |  |          |  |   |  |       |  |       
|Three Months Ended March
			31 |  | 6,932                |  | —        |  | 1,249                      |  | $ |  | 317  |  | $        |  | — |  | $     |  | 158   



Quarter Ended March 31, 2005 Compared to Quarter Ended March 31,
	2004

Revenues

Revenues for thequarter ended March 31, 2005 were $2.2 million, a decrease of $0.4 million or 16%
	from revenues of $2.6 million for the same period in 2004. The decrease in





10



---





INLAND FIBER GROUP, LLC AND SUBSIDIARY

revenues during the first quarter of 2005 was caused by lower log sales of $0.3 million and lower
	timber deed sales of $0.1 million.

Timber
	deed sales for the first quarter of 2005 were $0.1 million on volume of 0.3 million board feet ("MMBF"), a decrease of $0.1 million
	as compared to the same period in 2004, when timber deed sales were $0.2 million on 1.2 MMBF. The average timber deed price was
	$198 per thousand board feet ("MBF") during the first quarter of 2005, as compared to $158 per MBF for the same period in 2004.

Log
	sales for the quarter ended March 31, 2005 were $1.9 million on volume of 7.0 MMBF, a decrease of $0.3 million as compared to the
	same period in 2004 when log sales were $2.2 million on 6.9 MMBF. The average sales price was $277 per MBF for the first quarter
	of 2005, as compared to an average $317 per MBF for the same period in 2004.

In
	addition, property sales for the first quarter of 2005 were $0.0 million, as compared to $0.0 million for the same period in 2004.

Gross Profit

The
	Company had a gross loss of $0.3 million in the first quarter of 2005 as compared to a gross loss of $0.2 million for the same period
	in 2004. As a percentage of sales, the gross loss was 7% and 13% in the 2004 and 2005 quarters.

Selling, General and Administrative Expenses

Selling,
	general and administrative expenses, excluding management fees, decreased by $0.8 million from $1.2 million in the first quarter
	of 2004 to $0.4 million in the first quarter of 2005. The decrease was primarily due to the elimination of expenses related to producing
	partnership tax returns for the public unit holders, decreased use of professional service consultants, and lower legal costs. Management
	fees decreased by $0.5 million from $1.0 million in the first quarter of 2004 to $0.5 million in the first quarter of 2005, due
	to a reduction in the valuation of total timber and timberland assets under management upon which the fee is calculated.

Equity in Net Loss of Affiliate

Equity
	in net loss of affiliate was $5.6 million for the first quarter of 2005. This amount reflects the Company's share of the net loss
	of an affiliate (AFR) accounted for under the equity method including the amortization of the excess of cost over deficiency in
	net assets acquired in the Privatization Transaction. This compares to equity in net loss of affiliate of $4.9 million in the first
	quarter of 2004.

Financial Condition and Liquidity

Operating Activities

Cash flowsprovided
	by operating activities during the three months ended March 31, 2005 were $0.2 million, as compared to cash used in operating activities
	of $1.2 million during the







11

---

INLAND FIBER GROUP, LLC
	AND SUBSIDIARY
same period in 2004. The $1.4 million increase is primarily due to the Company's lower selling,
	general and administrative and management fee expenses.

Investing Activities

Cash
	flows used in investing activities were $0.1 million during both of the first three months of 2005 and 2004.

Financing Activities

The agreementgoverning
	the Company's 9-5/8% Senior Notes due 2007 (the "Notes") contains restrictive covenants, including limitations on harvest levels,
	land sales, cash distributions and the amount of future indebtedness. Under the Notes, the Company's average annual adjusted harvest
	volume over any period of four consecutive years cannot exceed a volume of approximately 147 MMBF as adjusted for timberland sales
	and purchases. The Notes also limit one-year harvest levels and average annual harvest levels for consecutive two-and-three year
	periods. As of March 31, 2005, the Company believes it was in compliance with the covenants contained in the Notes. See the succeeding
	paragraphs for a discussion of certain litigation against the Company, among others, relating to the Notes and the decision of the
	Delaware Court of Chancery with respect to the Company's compliance with such covenants. As of March 31, 2005, the Company was not
	permitted to make any distributions, as it had not exceeded the requisite Consolidated Fixed Charge Coverage Ratio within the Restricted
	Payments provisions of the Notes.

Through
	the first three months of 2005, the Company funded its investing activities and met its cash requirements for debt service from
	operations and cash on hand.

Cash
	required to meet the Company's debt service will be significant. To meet its working capital requirements, the Company for the past
	several years has been selling logs and making timber sales at a rate in excess of the Manager's estimate of the current annual
	board footage growth on the Company's timberlands. The debt service and, prior to April 2001, quarterly cash distributions have
	been funded from operations and borrowings. Given projected volumes for sales of logs and timber, estimated current board footage
	growth on the timberlands and the harvest restrictions in the Notes, unless prices improve, costs are reduced, new markets are developed
	or the Company makes accretive acquisitions, the Company's ability in the future to make distributions will be adversely affected.
	On May 10, 2001, the Company announced an indefinite suspension of distributions. The Company continues to evaluate means to improve
	cash flows, including the factors mentioned above. There can be no assurance that prices will improve or that the Company will be
	able to take any of these actions and it is unlikely prices will improve or any of these actions will take effect within a short-term
	horizon. The Company will continue to look to log and timber deed sales as well as the sale of excess timberlands, and short-term
	advances from an affiliated lender, to meet its short-term cash needs and meet debt service.

Although
	the Company had been approached regarding certain debt restructuring scenarios, the ongoing litigation with the holders of the Notes
	described below has materially interfered with the Company's ability to pursue a number of such scenarios. While the Company

12



---



INLAND FIBER GROUP, LLC AND SUBSIDIARY

is still pursuing certain debt restructuring initiatives, discussions have been very preliminary
	and it is premature to assess the likelihood of pursuing any such scenario or other material transaction. The next semi-annual interest
	payment on the Notes is due May 15, 2005, subject to a 30-day grace period. The Company is currently evaluating alternatives to
	meet such payment, however, it is highly likely that if such payment were to be made, it would be made prior to the end of the 30-day
	grace period.

On
	December 19, 2003, an action was brought in the Court of Chancery of the State of Delaware in and for New Castle County by the Trustee
	under the Indenture against the Company, Finance Corp., the Manager, American Forest Resources, LLC, Cascade Resource Holdings Group,
	LLC, and all of the directors of the Manager as of January 1, 2003 (collectively, the "Defendants"). The complaint alleges that
	the Company violated the provisions of the Indenture by transferring certain assets to its affiliates, the directors of the Company
	violated their fiduciary duty to the Company and that the transfers of the assets were fraudulent conveyances and subject to rescission.
	The Trustee seeks a declaration that the Company has violated the terms of the Indenture, an injunction against the transfer of
	additional assets out of the ordinary course of business, damages and the imposition of a constructive trust on the assets transferred
	by the Company to its affiliates. In January 2004, the plaintiff's motion to schedule a preliminary injunction hearing with respect
	to further transfers to affiliates and for expedited discovery was denied. In connection with the denial of the plaintiff's motion,
	the Company agreed that, through the earlier of December 31, 2004 and the resolution of the lawsuit, it would provide at least thirty
	days' notice before entering into any transfer of assets to affiliates, other than payment of management fees. Discovery began in
	January 2004 and is ongoing. On February 6, 2004, the Defendants filed a motion to dismiss. In May 2004, a hearing was held with
	respect to Defendants' motion to dismiss. On May 17, 2004, the Company received a Notice of Default from the Trustee covering certain
	of the allegations in the complaint. The Defendants responded to the Notice of Default denying the existence of any defaults. On
	July 29, 2004, the Court of Chancery dismissed the action without prejudice, based on its determination that the Trustee under the
	Indenture lacked standing under the terms of the Indenture to bring an action against the Defendants because the requisite notice
	of default and opportunity to cure had not been provided to the Company prior to the time the action was commenced. The Trustee
	was granted 30 days to file an amended complaint and on August 27, 2004, the Trustee filed its second amended complaint. On October
	8, 2004, the Trustee filed a motion for partial summary judgment seeking a declaratory judgment that the Company violated certain
	provisions of the Indenture by permitting its affiliate to grant security interests in various timberland properties on various
	dates prior to September 14, 2001. On October 15, 2004, the Defendants filed a motion to dismiss the second amended complaint. On
	December 23, 2004, the Court of Chancery issued a memorandum opinion granting the Trustee's motion for partial summary judgment
	and declaring that an Event of Default had occurred under the Indenture. On January 13, 2005, the Company received a Notice of Default
	and Acceleration from the Trustee. On January 21, 2005, the Defendants filed a motion for leave to pursue an interlocutory appeal
	of the Chancery Court Order granting partial summary judgment. On January 26, 2005, the Court of Chancery granted Defendants' motion
	for leave to appeal. On February 10, 2005, the Supreme Court of the State of Delaware accepted Defendants' appeal. On April 4, 2005,
	the Trustee filed its third amended complaint. On April 22, 2005, the Defendants filed a motion to dismiss certain counts of the
	third amended complaint. While the interlocutory appeal is heard, the case in the Court of Chancery is proceeding. Oral arguments
	with respect to the appeal are scheduled for



13



---



INLAND FIBER GROUP, LLC AND SUBSIDIARY



June 3, 2005. The Company and its legal counsel believe the litigation and both Notices of Default
	to be without merit and intend to continue to vigorously defend the litigation.

On
	December 7, 2004, the Company, Finance Corp. and AFR brought an action against the Trustee based on the Trustee's failure to remit
	$4.8 million of the funds paid by the Company on November 12, 2004 to the Trustee for the benefit of the holders of the Notes. Subsequently,
	the Trustee reduced its holdback to $2.8 million. On January 13, 2005, the Trustee filed its Answer and Counterclaim, seeking payment
	of an undetermined amount from the Company and Finance Corp. for its expenses in the litigation described above. The Company believes
	it has a meritorious claim against the Trustee and intends to pursue its action and vigorously defend against the Trustee's counterclaim,
	which the Company believes to be without merit.

ITEM
	3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
	RISK

| | Not applicable.
| | ---------------



The Company’smanagement maintains an adequate system of disclosure controls and procedures to
	promote the timely identification and reporting of material, relevant information. The Company's President and Chief Executive Officer
	and its Vice President and Chief Financial Officer meet regularly with members of senior management of the Manager to discuss significant
	transactions and events affecting the Company's operations and consider whether topics discussed represent information that should
	be disclosed under the rules of the SEC. The Company established a Board of Directors in July 2003 and it includes an Audit Committee.
	The Audit Committee reviews all reports on Form 10-Q and 10-K prior to their filing. The Audit Committee is responsible for hiring
	the Company's external auditors and meets with those auditors.

The
	Company's President and Chief Executive Officer and its Vice President and Chief Financial Officer are responsible for establishing
	and maintaining disclosure controls and procedures. They have designed such controls to ensure that others make all material information
	known to them within the organization.

As of the end of the period covered by this
	quarterly report, the Company's principal executive officer and principal financial officer completed an evaluation of the disclosure
	controls and procedures and has determined them to be functioning properly and effectively. They did not discover any significant
	deficiencies or material weaknesses within the controls and procedures that required modifications. Since the completion of that
	evaluation, there have been no significant changes in internal control over financial reporting or in other factors that could significantly
	affect internal control over financial reporting.



14



---



INLAND FIBER GROUP, LLC AND SUBSIDIARY

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS
	          OnDecember 19, 2003, an action
	was brought in the Court of Chancery of the State of Delaware in and for New Castle County by the Trustee under the Indenture against
	the Company, Finance Corp., the Manager, American Forest Resources, LLC, Cascade Resource Holdings Group, LLC, and all of the directors
	of the Manager as of January 1, 2003 (collectively, the "Defendants"). The complaint alleges that the Company violated the provisions
	of the Indenture by transferring certain assets to its affiliates, the directors of the Company violated their fiduciary duty to
	the Company and that the transfers of the assets were fraudulent conveyances and subject to rescission. The Trustee seeks a declaration
	that the Company has violated the terms of the Indenture, an injunction against the transfer of additional assets out of the ordinary
	course of business, damages and the imposition of a constructive trust on the assets transferred by the Company to its affiliates.
	In January 2004, the plaintiff's motion to schedule a preliminary injunction hearing with respect to further transfers to affiliates
	and for expedited discovery was denied. In connection with the denial of the plaintiff's motion, the Company agreed that, through
	the earlier of December 31, 2004 and the resolution of the lawsuit, it would provide at least thirty days' notice before entering
	into any transfer of assets to affiliates, other than payment of management fees. Discovery began in January 2004 and is ongoing.
	On February 6, 2004, the Defendants filed a motion to dismiss. In May 2004, a hearing was held with respect to Defendants' motion
	to dismiss. On May 17, 2004, the Company received a Notice of Default from the Trustee covering certain of the allegations in the
	complaint. The Defendants responded to the Notice of Default denying the existence of any defaults. On July 29, 2004, the Court
	of Chancery dismissed the action without prejudice, based on its determination that the Trustee under the Indenture lacked standing
	under the terms of the Indenture to bring an action against the Defendants because the requisite notice of default and opportunity
	to cure had not been provided to the Company prior to the time the action was commenced. The Trustee was granted 30 days to file
	an amended complaint and on August 27, 2004, the Trustee filed its second amended complaint. On October 8, 2004, the Trustee filed
	a motion for partial summary judgment seeking a declaratory judgment that the Company violated certain provisions of the Indenture
	by permitting its affiliate to grant security interests in various timberland properties on various dates prior to September 14,
	2001. On October 15, 2004, the Defendants filed a motion to dismiss the second amended complaint. On December 23, 2004, the Court
	of Chancery issued a memorandum opinion granting the Trustee's motion for partial summary judgment and declaring that an Event of
	Default had occurred under the Indenture. On January 13, 2005, the Company received a Notice of Default and Acceleration from the
	Trustee. On January 21, 2005, the Defendants filed a motion for leave to pursue an interlocutory appeal of the Chancery Court Order
	granting partial summary judgment. On January 26, 2005, the Court of Chancery granted Defendants' motion for leave to appeal. On
	February 10, 2005, the Supreme Court of the State of Delaware accepted Defendants' appeal. On April 4, 2005, the Trustee filed its
	third amended complaint. On April 22, 2005, the Defendants filed a motion to dismiss certain counts of the third amended complaint.
	While the interlocutory appeal is heard, the case in the Court of Chancery is proceeding. Oral arguments with respect to the appeal
	are scheduled for June 3, 2005. The Company and its legal counsel believe the litigation and both Notices of Default to be without
	merit and intend to continue to vigorously defend the litigation.



---

INLAND FIBER GROUP, LLC AND SUBSIDIARY



On December 7, 2004, the Company, Finance
	Corp. and AFR brought an action against the Trustee based on the Trustee's failure to remit $4.8 million of the funds paid by the
	Company on November 12, 2004 to the Trustee for the benefit of the holders of the Notes. Subsequently, the Trustee reduced its holdback
	to $2.8 million. On January 13, 2005, the Trustee filed its Answer and Counterclaim, seeking payment of an undetermined amount from
	the Company and Finance Corp. for its expenses in the litigation described above. The Company believes it has a meritorious claim
	against the Trustee and intends to pursue its action and vigorously defend against the Trustee's counterclaim, which the Company
	believes to be without merit.









---



INLAND FIBER GROUP, LLC AND SUBSIDIARY

ITEM 6.    EXHIBITS

|(a) | Exhibits
|--- | --------
|   
|    | 31.1    
|   
|    | 31.2    
|   
|    | 32.1    
|   
|    | 32.2    
|   
|   

17



---





|SIGNATURES
|----------



Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has duly caused this
	report to be signed on its behalf by the undersigned thereunto duly authorized.

|      |  |              |  |                         |  |                              
|----- |  | ------------ |  | ----------------------- |  | -----------------------------
|Date: |  | May 13, 2005 |  | INLAND FIBER GROUP, LLC
|      |  |              |  | By:                     |  | /s/ Thomas C. Ludlow         
|      |  |              |  |                         |  | Thomas C. Ludlow             
|      |  |              |  |                         |  | Vice President and Treasurer 
|      |  |              |  |                         |  | (Principal Financial Officer)

18



---