10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, 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 period ended: June 30, 2005

OR

¨ 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: 001-32026

SUNSET FINANCIAL RESOURCES, INC.

(Exact name of registrant as specified in its governing instruments)

Maryland	16-1685692
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification Number)

10245 Centurion Parkway, Third Floor

Jacksonville, FL 32256

(Address of principal executive offices, Zip Code)

Registrant’s telephone number, including area code: (904) 425-4575

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the Registrant (1) has filed all documents and reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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. (1)    Yes  x    No  ¨

Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).    Yes  ¨    No  x

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock ($.001 par value) 10,475,000 as of August 10, 2005

Index

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets as of June 30, 2005 and December 31, 2004	3
Consolidated Statement of Operations for the three and six months ended June 30, 2005 and June 30, 2004	4
Consolidated Statement of Comprehensive Income for the three and six months ended June 30, 2005 and June 30, 2004	5
Consolidated Statement of Shareholders’ Equity For the six months ended June 30, 2005 and June 30, 2004	6
Consolidated Statement of Cash Flows for the six months ended June 30, 2005 and June 30, 2004	7
Notes to the Consolidated Financial Statements	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3 Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	22
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	22
Item 2. Changes in Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Submission of Matters to a Vote of Security Holders	22
Item 5. Other Information	22
Item 6. Exhibits and Reports on Form 8-K	22
SIGNATURES	23
EXHIBIT INDEX	24

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Sunset Financial Resources, Inc

Consolidated Balance Sheets

(dollar amounts in thousands)

	June 30, 2005			December 31, 2004
	(unaudited)
Assets
Mortgage assets
Mortgage backed securities, available for sale	$	896,099		$	614,154
Securitized hybrid adjustable rate mortgages		180,089			201,381
Hybrid adjustable rate residential mortgages		1,159			1,286
Fixed rate residential mortgages		936			1,045
Commercial mortgages		29,726			44,522
Total mortgage assets		1,108,009			862,388
Allowance for loan losses		(6,077	)		(1,333	)
Net mortgage assets		1,101,932			861,055
Cash and cash equivalents		10,802			25,700
Interest receivable		4,273			2,676
Fixed assets, net		688			861
Other assets		16,150			484
Hedging assets		4,173			2,716
Total assets	$	1,138,018		$	893,492
Liabilities
Whole loan financing facility	$	—		$	9,718
Reverse repurchase agreements		1,002,368			761,205
Trust preferred securities		20,000			—
Hedging liabilities		2,704			944
Accured liabilities		3,249			2,367
Total liablilities		1,028,321			774,234
Commitments		—			—
Shareholders’ equity
Preferred stock, $.001 par value, authorized 50,000,000; no shares outstanding		—			—
Common stock, $.001 par value, authorized 100,000,000; 10,475,000 and 10,450,000 outstanding, respectively		10			10
Additional paid in capital		119,330			119,219
Accumulated other comprehensive income		(1,954	)		87
Retained earnings (deficit)		(7,689	)		(58	)
Total shareholders’ equity		109,697			119,258
Total liabilities and shareholders’ equity	$	1,138,018		$	893,492

See notes to consolidated financial statements.

3

Sunset Financial Resources, Inc

Consolidated Statements of Operations (unaudited)

(dollar amounts in thousands, except per share amounts)

	Three Months Ended June 30, 2005			Three Months Ended June 30, 2004		Six Months Ended June 30, 2005			Six Months Ended June 30, 2004
Interest and fee income	$	11,802		$	3,058	$	21,973		$	3,102
Interest expense		9,031			1,345		15,730			1,377
Net interest income		2,771			1,713		6,243			1,725
Provision for loan losses		5,722			49		5,798			64
Net interest income after provision		(2,951	)		1,664		445			1,661
Securities gains		8					8
Operating expenses
Salaries and employee benefits		564			543		1,304			1,445
Professional fees		756			315		1,220			539
Other		830			635		1,579			1,049
Total operating expenses		2,150			1,493		4,103			3,033
Net income (loss)	$	(5,093	)	$	171	$	(3,650	)	$	(1,372	)
Basic earnings (loss) per share		(0.49	)		0.02		(0.35	)		(0.22	)
Diluted earnings (loss) per share		(0.49	)		—		(0.36	)		(0.25	)
Weighted average basic shares		10,475			10,450		10,465			6,281
Weighted average diluted shares		10,477			10,458		10,467			6,290

See notes to consolidated financial statements.

4

Sunset Financial Resources, Inc

Consolidated Statement of Other Comprehensive Income (unaudited)

(dollar amounts in thousands)

	Three Months Ended June 30, 2005			Three Months Ended June 30, 2004		Six Months Ended June 30, 2005			Six Months Ended June 30, 2004
Net income (loss)	$	(5,093	)	$	171	$	(3,650	)	$	(1,372	)
Other comprehensive income
Net unrealized gain (loss) on available for sale securities arising during the period		5,886			152		(2,451	)		152
Net realized deferred gain (loss) on terminated effective hedges		(347	)		—		714			—
Net unrealized gain (loss) on hedging instruments arising during the period		(8,280	)		2,547		(304	)		2,596
Other comprehensive income (loss)	$	(7,834	)	$	2,870	$	(5,691	)	$	1,376

See notes to consolidated financial statements.

5

Sunset Financial Resources, Inc

Consolidated Statement of Shareholders’ Equity (unaudited)

(dollar amounts in thousands)

	Common Stock		Paid in Capital		Other Comprehensive Income			Retained Earnings			Total
Balance at December 31, 2004	$	10	$	119,219	$	87		$	(58	)	$	119,258
Amortization of restricted stock awards				73								73
Amortization of stock option awards				38								38
Unrealized loss on hedging instruments						(304	)					(304	)
Net realized deferred gain on terminated effective cash flow hedges						714						714
Unrealized loss on available for sale securities						(2,451	)					(2,451	)
Dividends declared of $0.38 per share									(3,981	)		(3,981	)
Net income									(3,650	)		(3,650	)
Balance at June 30, 2005	$	10	$	119,330	$	(1,954	)	$	(7,689	)	$	109,697

See notes to consolidated financial statements

6

Sunset Financial Resources, Inc

Consolidated Statement of Cash Flows (unaudited)

(dollar amounts in thousands)

	Six Months Ended June 30, 2005			Six Months Ended June 30, 2004
Operating activities
Net income (loss)	$	(3,650	)	$	(1,372	)
Adjustment to reconcile net income to net cash provided from operations
Stock based compensation expense		111			339
Provision for credit losses		5,798			64
Depreciation and amortization of fixed assets		182			33
Amortization of premium/discount		1,476			323
Hedge ineffectiveness		—			(6	)
Amortization of net deferred hedge gain		(312	)		—
Increase in accrued interest		(1,597	)		(1,523	)
Increase in other assets		(15,666	)		(2,123	)
Increase in accrued liabilities		882			891
Net cash provided by (used in) operating activities		(12,776	)		(3,374	)
Investing activities
Investment purchases, available for sale		(408,020	)		(128,801	)
Principal payments on investments		90,048			519
Sales of investment securities, available for sale		32,324			—
Loan and securitized loan purchases		(10,079	)		(282,310	)
Principal payments on loans		45,123			12,565
Purchase of fixed assets		(9	)		(781	)
Net cash used in investing activities		(250,613	)		(398,808	)
Financing activities
Net borrowings from reverse repurchase agreements		241,163			301,589
Net payment on whole loan financing facilities		(9,718	)		—
Issuance of Trust Preferred securities		20,000			—
Net payments on shareholder notes		—			(145	)
Deferred gain on terminated swap		1,027			—
Net proceeds from stock offering		—			118,680
Dividends declared		(3,981	)		—
Net cash provided by financing activities		248,491			420,124
Net (decrease) increase in cash		(14,898	)		17,942
Cash and cash equivalents at the beginning of the period		25,700			44
Cash and cash equivalents at the end of the period	$	10,802		$	17,986

See notes to consolidated financial statements.

7

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note A—ORGANIZATION

Sunset Financial Resources, Inc. (the “Company”) was incorporated in Maryland on October 6, 2003 under the name of Sunset Capital Investments, Inc. but had limited operations until the second quarter of 2004.

On November 17, 2003, Sunset Capital Investments, Inc. filed amended articles of incorporation to change its name to Sunset Financial Resources, Inc. and to change the number of authorized shares of preferred stock from 15,000,000 to 50,000,000 and to change the number of authorized common shares from 50,000,000 to 100,000,000.

Note B—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s books and records are maintained on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States and include all of the Company’s accounts and its 100% owned subsidiaries, Sunset Investment Vehicle, Inc., Sunset Financial Statutory Trust I, and SFR Subsidiary, Inc. The Company consolidates all entities in which it has a controlling interest as determined by a majority ownership interest in the common stock of such entities or the ability to exercise control and consolidates any variable interest entities for which it is the primary beneficiary.

Use of Estimates

In preparing consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Profit and Loss Allocations and Distributions

As a REIT, the Company intends to declare regular quarterly distributions in order to distribute substantially all of its REIT taxable income to its stockholders each year.

Cash and Cash Equivalents

Cash and cash equivalents include cash on hand and highly liquid investments with a maturity of three months or less. The carrying amount approximates fair market value.

Cash balances may also be subject to restrictions, such as when balances are pledged to meet margin calls related to derivative transactions or reverse repurchase agreements.

Investment Securities

The Company may at times have an investment portfolio. It will be utilized to deploy excess cash until the funds can be deployed into mortgage assets.

Generally, investment securities will be carried as available for sale with any mark to market adjustment shown in other comprehensive income.

Mortgage Assets

The Company’s mortgage assets consist of residential mortgage assets (mortgage-backed securities, securitized mortgage loans, mortgage loans) and commercial mortgage bridge loans. The residential mortgage assets primarily have adjustable rates or hybrid adjustable rates (an initial fixed term of from one to seven years with the remaining term being floating). The commercial mortgage bridge loans are normally for a one year term with a fixed rate of interest.

Mortgage-Backed Securities

The Company’s mortgage-backed securities are held as available for sale with any mark to market adjustment being shown in other comprehensive income. Any premium or discount on these securities is amortized over the life of the asset in a method used to approximate a level yield.

8

Securitized Mortgage Loans

The Company utilized securitization as a method of increasing the financing options for its residential mortgage loans. When the loans are transferred to a securitization trust, they are reclassified on the balance sheet from loans to securitized loans reflecting the change in ownership structure. This transfer does not qualify as a sale and is made at book value due to the ownership interest the Company maintains in the beneficial interest of the securitized loans.

Securitized loans are carried on the balance sheet at historical cost. Any premium or discount on these assets is amortized over the life of the asset in a method used to approximate a level yield.

Mortgage Loans

The Company invests in mortgage loans and maintains a loan portfolio on its balance sheet. These loans are carried at historical cost with any initial premium or discount being amortized as a yield adjustment. The Company will primarily invest in hybrid adjustable rate mortgage loans (ARMs).

Commercial Mortgage Bridge Loans

The Company invests in commercial mortgage bridge loans with an initial term of one year. These loans are carried on the balance sheet at historical cost. Any premium, discount, or fees are amortized over the term of the loan as a yield adjustment.

Valuation Methods

The fair value of residential mortgage securities is generally based on market prices provided by dealers who make a market in these types of assets. If a price is not available, the Company estimates a price based on the dealer information provided adjusted for the specifics of the asset. Residential mortgage loans are priced based on the information provided by dealers and adjusted for the loan specifics.

Allowance for Loan Losses

The Company provides an allowance for loan losses related to its loan portfolio. Loan loss provisions are based on an assessment of numerous factors affecting the portfolio of mortgage assets, including, but not limited to, current and projected economic conditions, delinquency status, credit losses to date on underlying mortgages, collateral values of properties securing loans and any remaining credit protection. Loan loss provision estimates are reviewed periodically and adjustments are reported in earnings when they become known. Loans delinquent in excess of 90 days are evaluated for charge-off. Loans are charged-off when, in the opinion of management, the balance is no longer collectable.

Commercial mortgage bridge loans, when they become delinquent, are evaluated for impairment in accordance with SFAS 114 “Accounting by Creditors for Impairment of a Loan—an amendment to FASB Statements No. 5 and 15”. Any provisions recorded are based on cash flow analysis, discounted at the loans effective interest rate, or, if the loan is collateral dependant, on the fair value of the collateral less the estimated costs to sell.

Fixed Assets

The Company has capitalized costs related to long lived assets to be used in the business. These assets are depreciated or amortized on a straight line basis over their estimated useful lives, which range from two to five years.

Reverse Repurchase Agreements

The Company borrows money through the use of reverse repurchase agreements. Under these repurchase agreements, the Company sells securities or securitized loans to a lender and agrees to repurchase the same instruments at a predetermined price and date. Although structured as a sale and repurchase obligation, a repurchase agreement operates as a financing under which the Company pledges assets as collateral to secure a loan which is equal in value to a specified percentage of the estimated fair value of the pledged collateral. The Company retains beneficial ownership of the pledged collateral. At the maturity of a repurchase agreement, the Company is required to repay the loan and concurrently receives back its pledged collateral from the lender or, with the consent of the lender, the Company may renew such agreement at the then prevailing financing rate. These repurchase agreements may require the Company to pledge additional assets to the lender in the event the estimated fair value of the existing pledged collateral declines.

Should a counter-party decide not to renew a repurchase agreement at maturity, the Company must either refinance elsewhere or be in a position to satisfy this obligation. If, during the term of a repurchase agreement, a lender should file for bankruptcy, the Company might experience difficulty recovering its pledged assets and may have an unsecured claim against the lender’s assets for the difference between the amount loaned to the Company and the estimated fair value of the collateral pledged to such lender. To reduce this risk, the Company enters into repurchase agreements only with investment grade institutions.

9

Hedging Activities

The Company enters into derivative financial instruments to manage interest rate risk and facilitate asset/liability management. All derivative financial instruments are recognized on the statement of condition as assets or liabilities at fair value as required by SFAS 133.

Derivative financial instruments that qualify under SFAS 133 for hedge accounting are designated, based on the exposure being hedged, as either fair value or cash flow hedges. Fair value hedge relationships mitigate exposure to the change in fair value of an asset, liability or firm commitment. Under the fair value hedging model, gains or losses attributable to the change in fair value of the derivative instrument, as well as the gains and losses attributable to the change in fair value of the hedged item, are recognized in earnings in the period in which the change in fair value occurs.

Cash flow hedge relationships mitigate exposure to the variability of future cash flows or other forecasted transactions. Under the cash flow hedging model, the effective portion of the gain or loss related to the derivative instrument is recognized as a component of other comprehensive income. The ineffective portion of the gain or loss related to the derivative instrument, if any, is recognized in earnings during the period of change. Amounts recorded in other comprehensive income are amortized to earnings in the period or periods during which the hedged item impacts earnings. For any derivative financial instruments not designated as fair value or cash flow hedges, gains and losses relating to the change in fair value are recognized in earnings during the period of change in fair value.

The Company formally documents all hedging relationships between hedging instruments and the hedged item, as well as its risk management objective and strategy for entering into various hedge transactions. The Company performs an assessment, at inception and on an ongoing basis, whether the hedging relationship has been highly effective in offsetting changes in fair value or cash flows of hedged items and whether they are expected to continue to be highly effective in the future.

The Company currently enters into interest rate swap transactions to extend the duration of its short-term liabilities funding mortgage related assets. These transactions are accounted for as cash flow hedges under SFAS 133. The Company utilizes regression analysis comparing the change in the LIBOR floating leg of its interest rate swaps to the changes in cost of its short term borrowing program. Effectiveness is measured by an R2 of between 0.80 and 1.25. Any ineffectiveness, or over hedging, is recognized in interest expense. If an effective hedge is terminated the resulting gain or loss is deferred and recognized over the remaining term of the hedge as a component of interest expense. If the anticipated short term borrowings being hedged are no longer expected to occur, the company will discontinue hedge accounting.

Collateralized Debt Obligations

The Company may in the future issue collateralized debt obligations where the collateral will be contributed to a trust. These transactions would provide long term funding for the Company’s mortgage related assets. The repayment of the debt would come from the cash flows produced by the underlying collateral and any associated derivative contracts in the trust.

Accumulated Other Comprehensive Income

The Company accounts for the mark to market on its available for sale securities and the effective portion of the mark to market on derivative financial instruments in other comprehensive income.

Other comprehensive income does not include the impact of market value changes of any assets or liabilities that are carried at cost, such as loans and securitized loans.

Interest and Fee Income

Interest is accrued monthly on outstanding principal balances unless management considers the collection of interest to be uncertain. The Company generally considers the collection of interest to be uncertain on residential loans it services when loans are contractually past due three months or more. For residential mortgages serviced by others, the accrual of interest is discontinued when the servicer has determined that the loan is not collectable and has discontinued providing an advance of the payment to the Company. The commercial mortgage bridge loans are evaluated for nonaccrual status on an individual basis when delinquent in excess of 60 days or sooner if deemed appropriate by the Company. In general, when a loan is placed on nonaccrual all accrued interest is reversed and any future income is recognized on a cash basis.

Loan fees are deferred and amortized over the expected life of the loan.

10

Accounting for Stock Compensation

The Company accounts for stock based awards in accordance with the fair value recognition provisions of SFAS Statement No. 123 “Accounting for Stock-Based Compensation” (SFAS 123).

The Company records an expense for the fair value of stock based awards. Awards to non-employee service providers are measured on the earlier of (1) the performance commitment date or (2) the date the services required under the arrangement have been completed. The fair value is measured using the Black-Scholes option pricing model and expense is recorded over the contractual term of the award. If performance of services has already occurred, expense is recorded based on the fair value on the date of grant.

Income Taxes

The Company will elect to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code and will be taxed as such beginning with the taxable year ended December 31, 2004. To qualify as a REIT, the Company must meet certain organizational and operational requirements, including a requirement to currently distribute at least 90% of ordinary taxable income to stockholders. As a REIT, the Company generally will not be subject to federal income tax on taxable income that the Company distributes to its stockholders. If the Company fails to qualify as a REIT in any taxable year, it will then be subject to federal income taxes on taxable income at regular corporate rates starting with that year and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for four years following the year during which qualification is lost unless the Internal Revenue Service were to grant relief under certain statutory provisions.

Earnings per Share (EPS)

Earnings per share is calculated under SFAS Statement No. 128 “Earnings per Share.” As such, the dilutive effect of stock options and restricted stock is shown in the earnings per share calculation.

Recent Issued Accounting Pronouncements

In March 2004, the Emerging Issues Task Force (“EITF”) reached a consensus on Issue 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments.” The EITF reached a consensus on an other-than-temporary impairment model for debt and equity securities accounted for under SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities,” and cost method investments. The basic model developed to evaluate whether an investment within the scope of Issue 03-1 is other-than-temporarily impaired involves a three-step process including, determining whether an investment is impaired (fair value less than cost), evaluating whether the impairment is other-than-temporary and, if other-than-temporary, requiring recognition of an impairment loss equal to the difference between the investment’s cost and its fair value. The three-step model used to determine other-than-temporary impairments was to apply prospectively to all current and future investments in interim or annual reporting periods beginning after June 15, 2004. In October 2004, the Financial Accounting Standards Board (“FASB”) issued FSP 03-1-1, Effective Date of Paragraphs 10-20 of EITF 03-1, The Meaning of Other Than Temporary Impairment, delaying the effective date for the recognition and measurement guidance of EITF 03-1 until certain implementation issues are addressed and final implementation guidance is issued. The required disclosures of EITF 03-1 remain in effect and are provided in the “Investment Securities” footnote.

NOTE C—INVESTMENT SECURITIES

The following table pertains to the Company’s available for sale mortgage-backed securities as of June 30, 2005, which are carried at fair value:

(in thousands)	Agency Securities			Non Agency Securities			Total
Par value	$	598,437		$	291,547		$	889,984
Unamortized premium		8,517			2,288			10,805
Unamortized discount		(687	)		(490	)		(1,177	)
Amortized cost		606,267			293,345			899,612
Gross unrealized gains		806			67			873
Gross unrealized losses		(3,375	)		(1,011	)		(4,386	)
Estimated fair value	$	603,698		$	292,401		$	896,099

At June 30, 2005 the Company had gross unrealized losses of $4.4 million related to 39 securities with an amortized cost of $662 million. None of these securities had been in a continuous loss position for greater than twelve months. The unrealized losses relate to 26 agency securities with a cost basis of $415 million ($3.4 million in unrealized losses) and 13 AAA rated securities with a cost basis of $247 million ($1.0 million in unrealized losses).

The Company does not believe unrealized losses, individually or in the aggregate as of June 30, 2005, represent an other-than-temporary impairment. The unrealized losses are primarily a result of changes in interest rates and will not prohibit the Company from receiving its contractual interest and principal payments. The Company has the ability and intent to hold these securities for a period necessary to recover the amortized cost.

11

The following table shows the initial fixed interest periods for the investment securities portfolio.

Interest reset profile	Fair Value (in thousands)
Floating	$	71,998
Initial 3 year fixed period		57,840
Initial 5 year fixed period		750,808
Initial 7 year fixed period		15,453
Total	$	896,099

NOTE D—MORTGAGE LOANS

The loan balances, including securitized loans, by original fixed period are shown in the following table.

Initial Fixed Term (in thousands)	Loan Balance		Premium		Book Value
Fixed rates	$	908	$	28	$	936
3 year fixed		6,661		187		6,848
5 year fixed		61,637		1,716		63,353
7 year fixed (and other)		110,239		808		111,047
Total	$	179,445	$	2,739	$	182,184

In the residential loan portfolio, three loans were past due 30 days totaling $1.1 million (or 0.62 %).

In addition to residential mortgage loans, the Company invests in commercial mortgage bridge loans. The amounts in the table are the loan balances, which are gross of $494,000 of deferred fees. The characteristics of these loans are in the following table.

Type of Property (in millions)	Loan Amount		Interest Rate		Maturity	Location	Participation
Resort Development	$	15.6	13	%	Jun 2006	NC	No
Cemetery / Funeral Home		5.7	10	%	Matured	HI	Yes
Multi-Sport Facility		4.7	12	%	Sept 2005	NJ	No
Retail development		4.2	11	%	Jun 2006	FL	No
Total	$	30.2

The commercial loan portfolio contains two nonaccrual loans that total $10.4 million (or 34% of the total). These loans have been evaluated for impairment under SFAS 114 “Accounting by Creditors for Impairment of a Loan—an amendment to FASB Statements No. 5 and 15”.

The Cemetery / Funeral Home loan is in default, having failed to pay principal and interest when due. Our participation represents approximately 18% of the total loan. One of the participants (who holds $14.0 million of the outstanding principal balance, or 44%) has a senior priority to us in the cash flows. We are on a pari passu basis with the other participant, who is the lead lender and servicer of the loan. Foreclosure proceedings began in the first quarter, but were suspended in the second quarter due to issues encountered in obtaining a license to operate the facilities. The Company concluded that, based on the estimated net realizable value of the collateral securing the loan, an impairment reserve of $5.7 million was required at June 30, 2005.

The Multi-Sport Facility loan is delinquent and in default having failed to make interest payments when due, and continues to experience cash flow shortfalls due to lower than expected lease income. We concluded the loan was impaired, but based on the estimated net realizable value of the collateral securing the loan determined that no impairment reserve was required at June 30, 2005.

During the first quarter of 2005, the Company elected to accept a settlement offer under a title insurance policy related to the impaired loan secured by the Mansion/Conference center. Under this settlement, the Company received $5.9 million in cash on March 31, 2005 with an additional payment of $1.5 million to be paid on or before December 31, 2005.

12

In recording this settlement, the loan was retired, a $1.5 million insurance receivable was recorded in other assets on a discounted basis, $214,000 was recorded as interest income related to the impaired loan, and a charge-off of approximately $1.1 million was recorded against the allowance for loan losses.

The table below shows the activity in the Company’s allowance for loan losses.

(in thousands)	2005			2004
Balance at December 31, 2004 and 2003	$	1,333		$	—
Provision		5,798			64
Charge-offs		(1,054	)		—
Balance at June 30, 2005 and 2004	$	6,077		$	64

NOTE E—CASH AND CASH EQUIVALENTS

As of June 30, 2005, the Company had $10.8 million in cash and cash equivalents. This included both interest bearing and non-interest bearing bank balances. These balances along with other eligible collateral give the Company total liquidity of $43.4 million.

At June 30, 2005, none of the cash balances were pledged to support margin calls on derivatives or reverse repurchase agreements.

NOTE F—HEDGING

As of June 30, 2005, the Company had hedged a portion of its interest rate risk by entering into interest rate swaps (designated as cash flow hedges) to extend the duration of its short term borrowings. For the period, no ineffectiveness was recognized. Swaps with a notional balance of $172.8 million were terminated at a net gain of $1.1 million during the first six months of 2005. Any net gain or loss on terminated effective hedges is deferred and amortized into interest expense over the remaining term of the swaps. Total notional outstanding at June 30, 2005 was $795.3 million with a fair market value of $1.5 million.

(in thousands)	Notional		Avg Fixed Rate
Maturing in less than one year	$	10,800	3.16	%
Maturing between one and two years		439,460	3.23
Maturing between two and three years		134,000	3.94
Maturing between three and five years		211,100	4.27
Maturing in over five years		—	—
Total	$	795,360	3.62	%

As of June 30, 2005, twenty one swaps were in a gain position totaling $4.2 million and nine swaps were in a loss position totaling $2.7 million. The Company has counterparty credit risk related to its swaps that are in a gain position. At June 30, 2005, the Company’s maximum net credit exposure to a single counterparty was $2.0 million. To mitigate this risk, the Company only enters into swap transactions with investment grade institutions.

NOTE G—DEBT

At June 30, 2005 the Company was in default, and had received a waiver of this default, related to the three month earnings test under its $250 million warehouse line of credit. There were no amounts outstanding under this facility. Effective August 9, the warehouse line of credit was terminated.

On March 15, 2005, the Company issued $20 million in trust preferred securities. This debt bears interest at 90 day LIBOR plus 4.15%. The rate on this debt at June 30, 2005 was 7.64%.

The Company has arrangements to enter into reverse repurchase agreements with 13 financial institutions under facilities totaling $2.4 billion. Outstanding at June 30, 2005 was $1,002 million with a weighted average rate of 3.27% and a weighted average remaining maturity of 82 days. Securities and securitized loans pledged had a face value of $1,043 million and a market value of $1,049 million as of June 30, 2005.

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As of June 30, 2005, the reverse repurchase agreements mature from July 2005 to December 2005.

As of June 30, 2005, the Company had amounts outstanding under repurchase agreements with nine lenders with a maximum net exposure (the difference between the amount loaned to the Company and the estimated fair value of the security pledged by the Company as collateral) to any single lender of approximately $11.1 million.

The following table summarizes the maturities of the Company’s reverse repurchase agreements.

Maturing within (in thousands)	Amount
Overnight	$	14,774
Within 30 days		404,221
30 to 90 days		188,969
Over 90 days		394,404
Total	$	1,002,368

NOTE H—STOCKHOLDERS’ EQUITY

During the period ended June 30, 2005, 25,000 shares of restricted stock vested. These shares are now reflected as outstanding. In May 2005 the Company granted each outside director 2,000 shares of restricted stock, a total of 10,000 shares, which will vest one year from the date of grant. Expense of $73,000 was recognized related to restricted stock in the year to date period ended June 30, 2005 compared to $124,000 in the year to date period ended June 30, 2004.

The Company granted options on 5,000 shares of its common stock at $9.77 per share to each of its two new directors. All options and warrants outstanding to purchase the Company’s common stock are currently anti-dilutive, but may be dilutive in future periods. The Company recognized expense related to stock options of $38,000 and $24,000 in the periods ended June 30, 2005 and June 30, 2004, respectively.

Other comprehensive income at June 30, 2005 consisted of a $3.5 million loss related to the mark to market of available for sale investment securities, a $1.5 million gain related to the mark to market of interest rate swaps, and $91,000 of net deferred gains on terminated effective cash flow hedges.

NOTE I—INCOME TAXES

The Company will elect to be taxed as a REIT commencing with the taxable year ended December 31, 2004.

The Company’s dividend to stockholders is based on its taxable income. The schedule below is provided to reconcile GAAP net income to taxable income for the six month period ended June 30, 2005.

(in thousands)	Ordinary			Capital			Total
GAAP net income	$	(3,658	)	$	8		$	(3,650	)
Provision for loan losses		5,798			—			5,798
Charge-off		—			(1,054	)		(1,054	)
Stock based compensation		(125	)		—			(125	)
Other		(134	)		—			(134	)
Taxable income	$	1,881		$	(1,046	)	$	835

NOTE J—SUBSEQUENT EVENTS

Effective August 9, we terminated the warehouse lending facility with JP Morgan. We have had little utilization under this secured borrowing facility since the securitization of our initial residential loan purchases completed in June of 2004. Terminating this line eliminates an annual commitment fee of approximately $625 thousand associated with maintaining the committed facility as well as removes a number of financial and non-financial restrictions related to the company and its operations. In addition to the warehouse line, we have a reverse repurchase financing facility and a derivatives facility with JP Morgan. There are amounts outstanding under both of these facilities ($195 million in reverse repurchase agreements and $226 million in swap notional balances). These amounts are expected to continue to their scheduled maturities with no additional transactions currently anticipated under either facility, which will effectively terminate these facilities. We will continue to diversify our financing and derivative counterparties as part of the company’s overall financing and operating strategy.

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Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and in our annual report on Form10-K for the year ended December 31, 2004. Historical results and trends which might appear should not be taken as indicative of future operations. Our results of operations and financial condition, as reflected in the accompanying statements and related footnotes, are subject to management’s evaluation and interpretation of business conditions, changing capital market conditions, and other factors.

Forward Looking Statements

Certain statements in this Form 10-Q constitute “forward-looking statements” and involve risks, uncertainties and other factors, which may cause our actual performance to be materially different from the performance expressed or implied by such statements. These risks include our failure to successfully execute our business plan, gain access to additional financing, the availability of additional loan portfolios for future acquisition, continued qualification as a REIT, the cost of capital, as well as the additional risks and uncertainties detailed in the our periodic reports and registration statements filed with the Securities and Exchange Commission.

Executive Overview

We are a self-managed REIT that was formed as a Maryland corporation in October 2003 to acquire a portfolio of residential mortgage assets and commercial mortgage bridge loans (including loans that we own jointly with others) in the United States. We now focus on owning, managing and financing a portfolio of mortgage assets that primarily consists of agency mortgage-backed and “AAA” rated securities and residential mortgage and commercial mortgage bridge loans. Our principal business objective is to maintain a portfolio of residential and commercial mortgage assets such that the interest income on our assets exceeds our costs to hedge and finance these assets.

Our fiscal year end is December 31. We will be taxed as a REIT for federal income tax purposes commencing with our taxable year ended December 31, 2004, thereby generally avoiding federal income taxes on our taxable income that we distribute currently to our stockholders.

Items of note for our second quarter of 2005 were:

• Total assets at June 30, 2005 of $1.1 billion compared to $893 million at December 31, 2004 and $423 million at June 30, 2004.

• Residential mortgage related assets at June 30, 2005 totaled $1.1 billion, compared to $818 million at December 31, 2004 and $359 million at June 30, 2004.

• Commercial mortgage related assets at June 30, 2005 totaled $30 million, compared to $45 million at December 31, 2004 and $39 million at June 30, 2004.

• Net interest income for the first half of 2005 totaled $6.2 million, compared to $6.7 million in the second half of 2004.

• The first half of 2005 included an impairment charge of $5.7 million related to commercial loans.

• Operating results for the first half of 2005 was a net loss of $3.7 million, compared to net income of $2.0 in the second half of 2004.

These results include the impact of lower residential asset spreads as the Federal Reserve has continued to raise short term interest rates and the additional expenses and the impairment provision associated with a problem commercial credits.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates, judgments and assumptions that affect the reported amounts of assets, liabilities and contingencies as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. We evaluate our judgments, estimates and assumptions on an on-going basis. We base our estimates on

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assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant estimates, judgments and assumptions used in the preparation of our consolidated financial statements.

The financial statements reflect all adjustments we consider necessary, and all of these adjustments are of a normal and recurring nature.

Our loan portfolio consists of residential loans and commercial mortgage bridge loans. Due to our brief operating history, we have limited historical data related to losses inherent in our portfolio. In establishing our loan loss provision and allowance policy, we utilized publicly available information regarding losses realized on similar types of assets. This resulted in our establishing initial provision rates of 10 basis points for our residential mortgage loans and 25 basis points for our commercial mortgage bridge loans. In addition to this general reserve for losses, commercial mortgages are evaluated individually for impairment. Any loan past due in excess of 60 days is evaluated, but other loans may be included in this analysis based on specific facts and circumstances. All impaired loans are evaluated in accordance with SFAS No. 114 “Accounting by Creditors for Impairment of a Loan.” SFAS No. 114 requires that impaired loans are evaluated based on a discounted cash flow analysis, or, if the loan is considered collateral dependent, on the fair value of the collateral less the estimated cost to sell. Any specific allowance is established as a component of the allowance for loan losses. The ultimate net realizable value of the collateral securing our mortgage loans may impact any actual losses incurred.

We record expenses for the estimated value of stock based awards for both employees and non-employees. These awards are valued using the Black-Scholes option pricing model. This model requires assumptions related to stock price volatility, dividend yield, expected option life, and a risk free rate of return.

We also make estimates related to any hedging transactions that we enter. For our cash flow hedges of forecasted transactions, we have estimated the level of short term financing needed in the future.

For additional information on accounting policies see “Notes to Consolidated Financial Statements.”

Financial Condition

Total assets were $1.1 billion at June 30, 2005, which is almost entirely interest bearing assets. The earning assets break down into 97% related to residential mortgages and 3% related to commercial mortgage bridge loans.

The residential assets are composed of $896 million of available for sale securities, $180 million of purchased loans that were subsequently securitized, and $2 million of whole loans.

Our investment portfolio consists of agency and AAA rated mortgage backed securities. The characteristics of the mortgage backed securities are outlined in the following tables.

(in thousands)	Agency Securities			Non Agency Securities			Total
Par value	$	598,437		$	291,547		$	889,984
Unamortized premium		8,517			2,288			10,805
Unamortized discount		(687	)		(490	)		(1,177	)
Amortized cost		606,267			293,345			899,612
Gross unrealized gains		806			67			873
Gross unrealized losses		(3,375	)		(1,011	)		(4,386	)
Estimated fair value	$	603,698		$	292,401		$	896,099

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Interest reset profile	Fair Value (in thousands)
Floating	$	71,998
Initial 3 year fixed period		57,840
Initial 5 year fixed period		750,808
Initial 7 year fixed period		15,453
Total	$	896,099

We have reviewed the unrealized losses on the securities, and, in our opinion, these losses are the result of changes in interest rates and are not other than temporary.

As of June 30, 2005, our residential loan portfolio (including securitized loans) totaled $179 million (substantially all are hybrid adjustable rate mortgage) in outstanding balances with a net premium of $3 million.

The loan portfolio was comprised of loans with initial fixed rate interest periods of 3 years 4%, 5 years 34%, and 7 years (and other) 62%.

As of June 30, 2005, the agency securities in our portfolio had an average of 47 months to reset and the non-agency securities had 47 months to reset.

In our residential portfolio, three loans or $1.1 million (or 0.62%) are delinquent 30 days.

In addition to the residential loans, we had a portfolio of commercial mortgage bridge loans. These loans are all carried at par. The following table outlines their relevant characteristics. The loan amounts are shown before the deduction of deferred fees of $494,000.

Type of Property (in millions)	Loan Amount		Interest Rate		Maturity	Location	Participation
Resort Development	$	15.6	13	%	Jun 2006	NC	No
Cemetery / Funeral Home		5.7	10	%	Matured	HI	Yes
Multi-Sport Facility		4.7	12	%	Sept 2005	NJ	No
Retail development		4.2	11	%	Jun 2006	FL	No
Total	$	30.2

The commercial loan portfolio contains two nonaccrual loans that total $10.4 million (or 34% of the total). These loans have been evaluated for impairment under SFAS 114 “Accounting by Creditors for Impairment of a Loan—an amendment to FASB Statements No. 5 and 15”.

The Cemetery / Funeral Home loan is in default, having failed to pay principal and interest when due. Our participation represents approximately 18% of the total loan. One of the participants (who holds $14.0 million of the outstanding principal balance, or 44%) has a senior priority to us in the cash flows. We are on a pari passu basis with the other participant, who is the lead lender and servicer of the loan. Foreclosure proceedings began in the first quarter, but were suspended in the second quarter due to issues encountered in obtaining a license to operate the facilities. The Company concluded that, based on the estimated net realizable value of the collateral securing the loan, an impairment reserve of $5.7 million was required at June 30, 2005.

The Multi-Sport Facility loan is delinquent and in default having failed to make interest payments when due, and continues to experience cash flow shortfalls due to lower than expected lease income. We concluded the loan was impaired, but based on the estimated net realizable value of the collateral securing the loan determined that no impairment reserve was required at June 30, 2005.

During the first quarter of 2005, the Company elected to accept a settlement offer under a title insurance policy related to the impaired loan secured by the Mansion/Conference center. Under this settlement, the Company received $5.9 million in cash on March 31, 2005 with an additional payment of $1.5 million to be paid on or before December 31, 2005.

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In recording this settlement, the loan was retired, a $1.5 million insurance receivable was recorded in other assets on a discounted basis, $214,000 was recorded as interest income related to the impaired loan, and a charge-off of approximately $1.1 million was recorded against the allowance for loan losses.

Our allowance for loan losses is to cover losses inherent in both our residential and commercial portfolios. Due to our brief operating history, we have limited historical data related to our specific loans. In establishing our loan loss provision and allowance policy, we utilized publicly available information regarding losses realized on similar types of assets. This resulted in our establishing initial provision rates of 10 basis points for our residential mortgage loans and 25 basis points for our commercial mortgages bridge loans. This general provision rate resulted in recording a provision of $140,000 for the first half of 2005 and $64,000 for the first half of 2004. In addition to this general reserve for losses, commercial mortgages are evaluated individually for impairment. Any loan past due in excess of 60 days is evaluated, but other loans may be included in this analysis based on specific facts and circumstances. During the first quarter of 2005, a $1.1 million charge-off was recorded in our settlement of the Mansion / Conference Center loan for which a specific reserve had been established. As of June 30, 2005, December 31, 2004, and June 30, 2004 our allowance for loan losses included impairment reserves of $5.7 million, $1.1 million, and zero, respectively.

On June 30, 2005, we had $10.8 million in cash and cash equivalents. These balances were maintained in available balances to meet our liquidity requirements.

Securities and securitized loans are financed through the use of reverse repurchase agreements. We had lines with 13 financial institutions as of June 30, 2005 totaling $2.4 billion. We had borrowings with nine institutions totaling $1,002 million in reverse repurchase agreements outstanding with an average rate of 3.27% and an average remaining maturity of 82 days.

Our borrowings generally have a shorter maturity than our assets which creates an interest rate mismatch. We use derivative instruments to extend the interest rate characteristics of our borrowings. As of June 30, 2005, we had 30 fixed-pay interest rate swaps with a notional balance of $795 million outstanding. These swaps are accounted for as cash flow hedges of our forecasted borrowings.

The fair market value of the swaps is recorded on the balance sheet as a hedging asset or liability. Twenty one of the swaps are in a gain position of approximately $4.2 million shown as an asset, and nine of the swaps is in a loss position of approximately $2.7 million shown as a liability.

The maturity characteristics and average rate by maturity characteristic are shown in the following table.

(in thousands)	Notional		Avg Fixed Rate
Maturing in less than one year	$	10,800	3.16	%
Maturing between one and two years		439,460	3.23
Maturing between two and three years		134,000	3.94
Maturing between three and five years		211,100	4.27
Maturing in over five years		—	—
Total	$	795,360	3.62	%

On March 15, 2005, we issued $20 million in trust preferred securities. This debt offering will be used to finance our commercial loans. This debt bears interest at 90 day LIBOR plus 4.15%. As of June 30, 2005 the rate on this borrowing is 7.64%

RESULTS OF OPERATIONS

Our results of operations was a loss of $5.1 million for the second quarter of 2005 and a loss of $3.7 million for the year to date period. These losses are primarily the result of the provision for loan losses established in the second quarter of 2005.

Net interest income for the quarter totaled $2.8 million made up of $11.8 million of interest income offset by $9.0 million of interest expense. The following tables show average earning assets / yield and the average borrowings / cost for the first and second quarters of 2005 and the fourth quarter of 2004 for comparative purposes.

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Second Quarter 2005 (in thousands)	Avg. Balance		Income/Expense		Yield/Cost
Residential assets	$	1,074,277	$	11,039	4.12	%
Commercial assets		28,850		692	9.63
Other investments		11,384		71	2.51
Total interest earning assets		1,114,511		11,802	4.25
Other assets		20,054
Total assets	$	1,134,565
Warehouse borrowing	$	—		—	—
Repurchase agreements		992,197		7,611	3.08
Trust preferred borrowing		20,000		362	7.27
Total borrowings		1,012,197		7,973	3.16
Derivative expense				900	.36
Warehouse fee				158	.06
Total interest bearing liabilities		1,012,197		9,031	3.58
Other liabilities		5,136
Equity		117,232
Total liabilities and equity	$	1,134,565
Net interest spread			$	2,771	0.67
Net interest margin					1.00
First Quarter 2005 (in thousands)	Avg. Balance		Income/Expense		Yield/Cost
Residential assets	$	878,454	$	9,112	4.21	%
Commercial assets		44,457		975	8.90
Other investments		10,969		84	3.09
Total interest earning assets		933,880		10,171	4.42
Other assets		13,442
Total assets	$	947,322
Warehouse borrowing	$	4,751		54	4.61
Repurchase agreements		814,864		5,270	2.62
Trust preferred borrowing		3,556		64	7.25
Total borrowings		823,171		5,388	2.65
Derivative expense				1,155	.57
Warehouse fee				156	.08
Total interest bearing liabilities		823,171		6,699	3.30
Other liabilities		3,196
Equity		120,955
Total liabilities and equity	$	947,322
Net interest spread			$	3,472	1.12
Net interest margin					1.51

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Fourth Quarter 2004 (in thousands)	Avg. Balance		Income/Expense		Yield/Cost
Residential assets	$	754,493	$	8,066	4.25	%
Commercial assets		52,839		1,026	7.72
Other investments		7,733		50	2.59
Total interest earning assets		815,065		9,142	4.46
Other assets		10,403
Total assets	$	825,468
Warehouse borrowing	$	9,995		116	4.62
Repurchase agreements		691,943		3,691	2.12
Total borrowings		701,938		3,807	2.16
Derivative expense				1,380	.78
Warehouse fee				160	.09
Total interest bearing liabilities		701,938		5,347	3.03
Other liabilities		3,716
Equity		119,814
Total liabilities and equity	$	825,468
Net interest spread			$	3,795	1.43
Net interest margin					1.85

No adjustment has been made to the average balances for nonaccrual loans.

Our general loan loss provision was $140,000 and $64,000 for the year to date periods of 2005 and 2004 respectively. In addition, a specific impairment reserve of $5.7 million was recorded in the second quarter of 2005 related to an impaired commercial loan.

Operating expenses for the second quarter or 2005 totaled $2.2 million and compared to $1.5 million in the second quarter of 2004. A five quarter trend of our operating expenses is shown in the following table.

Category (in thousands)	2004 Second Quarter		2004 Third Quarter		2004 Fourth Quarter		2005 First Quarter		2005 Second Quarter
Salaries & benefits	$	543	$	660	$	759	$	740	$	564
Professional fees		315		349		263		464		756
Facilities & equipment		307		399		385		416		401
Insurance		204		192		190		176		167
Credit expense		—		—		121		18		129
Other		124		156		228		139		133
Termination costs		—		—		365		—		—
Total	$	1,493	$	1,756	$	2,311	$	1,953	$	2,150

Expenses in all categories, other than professional fees and credit expense, are down from the previous quarter. The current quarter reflects significant legal fees related to our commercial portfolio, our first annual meeting, and SEC filings and reports to shareholders.

Liquidity and Capital Resources

We manage liquidity to ensure that we have the continuing ability to maintain cash flows that are adequate to fund operations on a timely and cost-effective basis. On June 30, 2005, we had liquidity of $43.4 million, consisting of eligible ARM assets and cash and cash equivalents. We believe that our liquidity level as of June 30, 2005 fully meets our current operating requirements.

Our primary sources of funds for the year to date period June 30, 2005 consisted of reverse repurchase agreements, principal and interest payments from our loan portfolio, and the proceeds from the March 2005 Trust Preferred offering. In the future, we expect to continue to utilize these sources as well as potentially the issuance of debt or equity securities.

On June 30, 2005 we were in default, and we had received a waiver of this default, related to our three months earnings test under our warehouse line of credit with JP Morgan. Effective August 9, we terminated this warehouse lending facility. We have had little utilization under this secured borrowing facility since the securitization of our initial residential loan purchases completed in June of 2004. Terminating this line eliminates an annual commitment fee of approximately $625 thousand associated with maintaining the committed facility as well as removes a number of financial and non-financial restrictions related to the company and its operations. In addition to the warehouse line, we have a reverse repurchase financing facility and a derivatives facility with JP Morgan. There are amounts outstanding under both of these facilities. These amounts are expected to continue to their scheduled maturities with no additional transactions currently anticipated under either facility, which will effectively terminate these facilities. We will continue to diversify our financing and derivative counterparties as part of the company’s overall financing and operating strategy.

As of June 30, 2005, we had reverse repurchase lines with 13 financial institutions with a total capacity of $2.4 billion. We had outstanding borrowings of $1,002 million with nine of these institutions. All reverse repurchase agreements that have matured since June 30, 2005 have been refinanced under our current facilities.

At June 30, 2005, our internal allocation showed 89% of our equity was supporting the residential portfolio and 11% was supporting the commercial portfolio. The leverage associated with this equity stood at 9.9 times for residential, 1.6 times for commercial.

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We continue to evaluate leverage opportunities related to the commercial portfolio and ways to more efficiently deploy our capital in support of the business. These are areas we intend to focus on in the future.

Market Risks

As a financial institution that has only invested in U.S.-dollar denominated instruments, primarily residential mortgage instruments, and has only borrowed money in the domestic market, we are not subject to foreign currency exchange or commodity price risk, but rather our market risk exposure is limited solely to interest rate risk. Interest rate risk is defined as the sensitivity of our current and future earnings to interest rate volatility, variability of spread relationships, the difference in re-pricing intervals between our assets and liabilities and the effect that interest rates may have on our cash flows, especially hybrid ARM portfolio prepayments. Interest rate risk impacts our interest income, interest expense and the market value on a large portion of our assets and liabilities.

Effects of Changes in Interest Rates

Changes in interest rates will impact our earnings in various ways. We are currently invested primarily in hybrid ARM assets, which have an initial fixed rate period ranging from 36 to 84 months. To the extent that these assets are financed with shorter duration liabilities, rising short-term interest rates may temporarily negatively affect our earnings, and, conversely, falling short-term interest rates may temporarily increase our earnings. This may occur as our borrowings react to changes in interest rates sooner than our hybrid ARM assets because the weighted average next re-pricing dates of the borrowings may be shorter time periods than that of the hybrid ARM assets.

Interest rate changes may also affect our net return, both positively and negatively, given their impact on the level of prepayments experienced. In a declining rate environment (all else being equal), prepayments on mortgage-related assets tend to accelerate. This could potentially result in: having to redeploy the additional funds at lower yield levels, weighting more heavily the amount of our fixed rate financings, and accelerating any remaining unamortized premiums paid.

Conversely, in a rising rate environment (all else being equal), prepayments tend to decelerate. This could potentially result in: having fewer funds to redeploy at higher yield levels, weighting more heavily the amount of our floating rate financings, and extending any remaining unamortized premiums paid.

We attempt to mitigate any negative effects by managing our funding sources (fixed vs. floating) and use of the derivatives market (primarily interest rate swaps).

Interest rate changes can also impact our investment opportunities. During a rising interest rate environment, there may be less total loan origination and refinance activity. At the same time, a rising interest rate environment may result in a larger percentage of hybrid ARM products being originated, mitigating the impact of lower overall loan origination and refinance activity. Conversely, during a declining interest rate environment, consumers, in general, may favor fixed rate mortgage products, but there may be above average loan origination and refinancing volume in the industry such that even a small percentage of hybrid ARM product volume may result in sufficient investment opportunities.

Additionally, a flat yield curve may be an adverse environment for hybrid ARM products because there may be little incentive for a consumer to choose an ARM product over a 30 year fixed-rate mortgage loan and, conversely, in a steep yield curve environment, ARM products may enjoy an above average advantage over 30 year fixed-rate mortgage loans, increasing our investment opportunities. The availability and fluctuations in the volume of hybrid ARM loans being originated can also affect their yield to us as an investment opportunity. During periods of time when there is a shortage of ARM products, their yield as an investment may decline due to market forces and conversely, when there is an above average supply of ARM products, their yield to us as an investment may improve due to the same market forces.

The most important measure we use in measuring interest rate risk is the duration gap, which reflects the weighted average duration of our assets minus the weighted average duration of our liabilities. The duration measure itself is calculated by a service provider utilizing Monte Carlo simulation of 200 interest rate scenarios. At the end of the first quarter, our duration was -0.35 years. The effective duration of mortgage assets changes as interest rates change, because the cash flows of the mortgage securities we own are dependent on the realized path of interest rates. In general, as interest rates decline, the effective duration of our mortgage assets decline and vice versa. In our opinion, a duration of between plus or minus 0.15 approximates a zero duration. In addition to our duration gap, we monitor the projected market value of our interest sensitive assets and liabilities.

We calculate the fair market value in a variety of scenarios, four of which are the instantaneous parallel shift in the yield curve of plus or minus 50 and 100 basis points.

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We assume that mortgage spreads in these scenarios are unchanged from that in the base case (interest rates unchanged). The following table reflects the market value changes of these assets for the parallel shifts in the yield curve as a percent of the fair market value of our net assets.

Instantaneous parallel shift in yield curve	$ change in net assets (in thousands)			Change in net assets as a % of adjusted equity
-100	$	(10,266	)	(8.54	)%
-50		(4,304	)	(3.58	)
+50		2,250		1.87
+100		2,575		2.14

Other Matters

The Internal Revenue Code of 1986, as amended (the Code), requires that at least 75% of our total assets must be Qualified REIT Assets, as defined by the Code. The Code also requires that we meet a defined 75% source of income test and a 95% source of income test. We calculated that we were in compliance with each of these requirements as of June 30, 2005. We also met all REIT requirements regarding the ownership of our common stock and the distributions of our net income. Therefore, as of June 30, 2005, we believe that we continue to qualify as a REIT under the provisions of the Code.

We intend to conduct our business so as not to become regulated as an investment company under the Investment Company Act of 1940, as amended. If we were to become regulated as an investment company, our use of leverage would be substantially reduced. The Investment Company Act exempts entities that are “primarily engaged in the business of purchasing or otherwise acquiring mortgages and other liens on and interests in real estate” (Qualifying Interests). Under current interpretation of the staff of the SEC, in order to qualify for this exemption, we must maintain at least 55% of our assets directly in Qualifying Interests. In addition, unless certain mortgage securities represent all the certificates issued with respect to an underlying pool of mortgages, such mortgage securities may be treated as securities separate from the underlying mortgage loans and, thus, may not be considered Qualifying Interests for purposes of the 55% requirement. Based on our calculations we believe that we are in compliance with this requirement as of June 30, 2005.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information called for by Item 3 is incorporated by reference from the information in Part I, Item 2 under the caption “Market Risks.”

Item 4. CONTROLS AND PROCEDURES

Under the supervision, and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities and Exchange Act of 1934) as of June 30, 2005, pursuant to Securities Exchange Act Rule 13a-14. Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that our disclosure controls and procedures were effective at June 30, 2005. There have been no changes to internal controls over financial reporting identified in connection with the evaluation described above during the quarter ended June 30, 2005 that have materially affected, or is reasonably likely to affect our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are a party to various legal proceedings, which arise, in the ordinary course of our business. We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not Applicable.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Submission of Matters to a Vote of Security Holders

Not Applicable.

Item 5. Other Information

None

Item 6. Exhibits

(a) Exhibits – see “Exhibit Index”

22

SIGNATURES

Pursuant to the requirements 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.

Sunset Financial Resources, Inc
By:	/s/ John Bert Watson
	John Bert Watson
	President and Chief Executive Officer

/s/ John Bert Watson	August 15, 2005
John Bert Watson
President and Chief Executive Officer
(Principal Executive Officer)
/s/ Michael Pannell	August 15, 2005
Michael Pannell
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

23

Exhibit Index

Exhibit No.
10*	8/05 Amendment to the 3/04 Senior Credit Agreement between Sunset Financial Resources, Inc. and JPMorgan Chase Bank, N.A
31.1*	Certification of Chief Executive Officer pursuant to Securities Act Rules 13A-14 and 15D-15
31.2*	Certification of Chief Financial Officer pursuant to Securities Act Rules 13A-14 and 15D-15
32.1**	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Officer)
32.2**	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Financial Officer)

* filed herewith

** furnished herewith

24

EX-10

Exhibit 10

8/05 AMENDMENT TO CREDIT AGREEMENT

Preamble

This 8/05 Amendment to Credit Agreement dated as of August 9, 2005 (the “8/05 Amendment” or, within itself only, this “Amendment”) amending (for the fourth time) the 3/04 Senior Secured Credit Agreement dated March 22, 2004 (the “3/04 Credit Agreement” and as amended by the 6/04 Amendment to Credit Agreement dated as of June 24, 2004 (the “6/04 Amendment”, by the 3/05 Amendment to Credit Agreement dated as of March 2, 2005 (the “3/05 Amendment”, by the 3/21/05 Amendment to Credit Agreement dated as of March 21, 2005 (the “3/21/05 Amendment”), as amended hereby and as it may be supplemented, further amended or restated from time to time, the “Current Credit Agreement”), among SUNSET FINANCIAL RESOURCES, INC. (the “Company”), a Maryland corporation with its principal office at 10245 Centurion Parkway N, Suite 305, Jacksonville, FL 32256, JPMORGAN CHASE BANK, N.A. (“JPMorgan”), a national banking association, successor to JPMorgan Chase Bank, a New York banking corporation, acting herein as a Lender (as defined in Section 1.2 of the 3/04 Credit Agreement) and agent and representative of the other Lenders (in that capacity JPMorgan is called the “Agent”), and such other Lenders as may from time to time be party to the Current Credit Agreement, recites and provides as follows:

Recitals

The Company has asked the Lenders and the Agent to waive Section 10.7(b) of the Current Credit Agreement requiring that the Company not earn less than One Dollar ($1) of GAAP net earnings for the rolling three-month period ending June 30, 2005 and any Default or Event of Default that would result from the Company’s failure to do so, and to further amend the 3/04 Credit Agreement to change the Maturity Date to August 9, 2005.

Capitalized terms used in these recitals are defined above and in Section 1 of the 3/04 Credit Agreement, as amended by the 6/04 Amendment, the 3/05 Amendment and the 3/21/05 Amendment.

If there is any conflict or inconsistency between these recitals and the following agreements, the latter shall govern and control. If there is any conflict or inconsistency between any of the terms or provisions of this Amendment and any of the other Facilities Papers, this Amendment shall govern and control. If there is any conflict between any provision of this Amendment and any later supplement, amendment, restatement or replacement of the 3/04 Credit Agreement, the latter shall govern and control.

Agreements

In consideration of the premises, the mutual agreements stated below and other good and valuable consideration paid by each party to each other party to this Agreement, the receipt and sufficiency of which each hereby acknowledges, the parties hereby agree as follows:

1 DEFINITIONS

1.2 Definitions of General Application.

A. The following new definitions are hereby added to Section 1.2 of the 3/04 Credit Agreement, in alphabetical order:

“8/05 Amendment” means the 8/05 Amendment to Credit Agreement dated as of August 9, 2005 among the parties hereto.

“8/05 Amendment Effective Date” means August 9, 2005, the effective date of the 8/05 Amendment.

B. The following definition is hereby amended to read as follows:

“Maturity Date” means August 9, 2005, or the earlier date (the “Acceleration Date”), if any, to which maturity of the Senior Credit Notes is accelerated pursuant to this Agreement, by order of any Governmental Authority or by operation of law.

6 COLLATERAL

6.1 Grant of Security Interest. Cumulative of the existing provisions of the 3/04 Credit Agreement, as amended by the 6/04 Amendment and the 3/05 Amendment, as security for the payment of the Loan and for the payment and performance of all of the Obligations, the Company hereby GRANTS to the Agent (as Agent and representative of the Lenders) a first priority security interest in all of the Company’s present and future estate, right, title and interest in and to the Collateral, in addition to and cumulative of the security interests in the Collateral granted to the Lender in the 3/04 Credit Agreement, the 6/04 Amendment, the 3/05 Amendment and the 3/21/05 Amendment, and the parties hereby declare and confirm that all such security interests were and are granted to and held by the Agent.

11 DEFAULTS AND REMEDIES

The Lenders and the Agent hereby waive (i) Section 10.7(b) of the Current Credit Agreement to the extent that it requires the Company to not earn less than One Dollar ($1) of GAAP net earnings for the rolling three-month period ending June 30, 2005 and (ii) any Default or Event of Default resulting or that would result from the Company’s failure to do so.

15 MISCELLANEOUS

15.7 Counterpart Execution. This Amendment may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, but all of which when taken together shall constitute one and the same instrument.

15.12 Notice Pursuant to Tex. Bus. & Comm. Code §26.02. THE 3/04 CREDIT AGREEMENT, AS AMENDED BY THE 6/04 AMENDMENT, THE 3/05 AMENDMENT,

2

THE 3/21/05 AMENDMENT AND THIS AMENDMENT, AND THE OTHER FACILITIES PAPERS TOGETHER CONSTITUTE A WRITTEN LOAN AGREEMENT WHICH REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

(The remainder of this page is intentionally blank; signature pages follow.)

3

EXECUTED as of the Effective Date.

SUNSET FINANCIAL RESOURCES, INC.
By:	/s/ Michael Pannell
Name:	Michael Pannell
Title:	CFO

JPMORGAN CHASE BANK, N.A. as the Agent and as a Lender
By:	/s/ Thanh Rottele
Name:	Thanh Tottele
Title:	Vice President

8/05 AMENDMENT TO CREDIT AGREEMENT

DATED AS OF AUGUST 9, 2005

AMENDING (FOR THE FOURTH TIME)

THE 3/04 SENIOR SECURED CREDIT AGREEMENT

DATED AS OF MARCH 22, 2004

by and among

SUNSET FINANCIAL RESOURCES, INC.

AND

JPMORGAN CHASE BANK, N.A.

AS ADMINISTRATIVE AGENT, COLLATERAL AGENT AND A LENDER,

AND

THE OTHER LENDER(S) PARTIES HERETO

$250,000,000 SENIOR SECURED REVOLVING CREDIT

Index of Defined Terms

	Page
3/04 Credit Agreement	1
3/05 Amendment	1
3/21/05 Amendment	1
6/04 Amendment	1
8/05 Amendment	1
Agent	1
Agreement	1
Amendment	1
Company	1
Current Credit Agreement	1
JPMorgan	1
Maturity Date	2

Table of Contents

			Page
1		DEFINITIONS	2
	1.2	Definitions of General Application.	2
6		COLLATERAL	2
15		MISCELLANEOUS	2
	15.7	Counterpart Execution	2
	15.12	Notice Pursuant to Tex. Bus. & Comm. Code §26.02	2

i

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

I, John Bert Watson, Chief Executive Officer of the registrant, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sunset Financial Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ John Bert Watson

John Bert Watson

Chief Executive Officer

Date: August 15, 2005

EX-31.2

Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

SECURITIES EXCHANGE ACT RULES 13A-14 AND 15D-14

I, Michael L. Pannell, Chief Financial Officer of the registrant, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sunset Financial Resources, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Michael L. Pannell

Michael L. Pannell

Chief Financial Officer

Date: August 15, 2005

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sunset Financial Resources, Inc., (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, John Bert Watson, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ John Bert Watson

John Bert Watson

Chief Executive Officer

August 15, 2005

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Sunset Financial Resources, Inc., (the “Company”) on Form 10-Q for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael L. Pannell, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael L. Pannell

Michael L. Pannell

Chief Financial Officer

August 15, 2005