TCR_Public/070814.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, August 14, 2007, Vol. 11, No. 191

                             Headlines

ACCREDITED HOME: Says It Will Be Able to Close Tender Offer Today
ACM MANAGED: Stockholders OK Plan of Liquidation and Dissolution
ADVANCED MICRO: S&P Rates $1.5 Billion Sr. Convertible Notes at B
AEGIS MORTGAGE: Case Summary & 36 Largest Unsecured Creditors
AIRTRAN HOLDINGS: Ends Merger Talks with Midwest Air Group

AJAY SPORTS: Judge Shefferly Confirms Amended Chapter 11 Plan
ALLISON TRANSMISSION: Postponed Offering Cues S&P's Neg. Outlook
AMERICAN REAL: Acquires $810 Mil. Depositary Units in Icahn Funds
ARCADIA RESOURCES: Incurs $7.4 Mil. Net Loss in Qtr. Ended June 30
AREP CAR: Moody's Withdraws B2 Corporate Family Rating

ASSOCIATED MATERIALS: Earns $17 Mil. in Second Quarter 2007
ATRIUM VIEW: Voluntary Chapter 11 Case Summary
AVISTA CORP: Paying $0.15/Share Common Stock Dividend on Sept. 14
B&R PROPERTY: Case Summary & 17 Largest Unsecured Creditors
BAY AREA: Case Summary & Three Largest Unsecured Creditors

BEAVER BROOK: Case Summary & 19 Largest Unsecured Creditors
BLACK BEAR: Voluntary Chapter 11 Case Summary
CANARGO ENERGY: Earns $5.1 Million in Second Quarter Ended June 30
CATUITY INC: Nasdaq Says Common Stock Bid Price Below Criteria
CELL THERAPEUTICS: June 30 Balance Sheet Upside-Down by $102 Mil.

CLAYTON WILLIAMS: Offers to Sell Various Assets to Reduce Debt
COMM 2004-LNB3: S&P Affirms Low-B Ratings on Six Cert. Classes
COMMUNICATIONS & POWER: Completes $22MM Buyout of Malibu Research
CONSUMERS ENERGY: Paying Preferred Stock Dividends on Oct. 1
CORSO BROTHERS: Voluntary Chapter 11 Case Summary

CROWN MEDIA: June 30 Balance Sheet Upside-Down by $588 Million
DANJO AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
DENNY'S CORP: M. Jenkins Leaves SVP and Chief Mktg. Officer Posts
DIRECT INSITE: Earns $617,000 in Second Quarter Ended June 30
ENCYSIVE PHARMA: June 30 Balance Sheet Upside-Down by $129.3 Mil.

ENDOCARE INC: Board OKs One-For-Three Reverse Common Stock Split
EPOCH 2000: Fitch Holds "CC" Rating on Class IV Notes
FURNITURE BRANDS: Closes $550 Mil. New Revolving Credit Facility
GRAMERCY REAL: Fitch Rates $13.8 Mil. Class J Notes at BB
GRUPO SENDA: Fitch Lifts Issuer Default Rating to B+

HARRAH'S OPERATING: Adjusts Conversion Price on $375MM Sr. Notes
HESPERIA LENDERS: Voluntary Chapter 11 Case Summary
HORIZON LINES: Completes Capital Refinancing Transaction Series
IAP WORLDWIDE: S&P Junks Credit Rating and Puts on Negative Watch
IASIS HEALTHCARE: Earns $6.3 Million in Third Qtr. Ended June 30

INDYMAC HE: Fitch Downgrades Class MV-2 Certificate Rating
INFINITY ENERGY: Posts $16.1 Mil. Net Loss in Qtr. Ended June 30
INN OF THE MOUNTAIN: Improved Performance Cues S&P to Lift Rating
INSTANT WEB: Moody's Affirms B2 Corporate Family Rating
INTERFUND INVESTMENT: Voluntary Chapter 11 Case Summary

IOWA TELECOMMS: Earns $6.6 Million in Quarter Ended June 30
IWCO DIRECT: S&P Junks Rating on $25MM Sr. Unsecured Facility
JETBLUE AIRWAYS: Fitch Affirms B Issuer Default Rating
JMG EXPLORATION: Posts Net Loss of $433,833 in Qtr. Ended June 30
JULIO GALANG: Voluntary Chapter 11 Case Summary

KENNETH COBBS: Case Summary & 12 Largest Unsecured Creditors
LENOX GROUP: Posts $11.3 Million Net Loss in Quarter Ended June 30
LIBERTY TAX II: June 30 Balance Sheet Upside-Down by $9.2 Million
LIMITED BRANDS: Paying $.15/Share Quarterly Dividend on Sept. 14
MAC-GRAY CORP: Buys Hof Service's Assets for $43 Million in Cash

MARCAL PAPER: Disclosure Statement Hearing Slated for Sept. 26
MOBILE MINI: Board OKs $50 Million Stock Repurchase Program
MONITRONICS INT'L: Repaid Debt Cues S&P to Withdraw Ratings
MONITRONICS INT'L: Moody's Withdraws B1 Corporate Family Rating
MERRILL LYNCH: Fitch Rates $440,000 Class B-2 Certs. at B

NEOMEDIA TECH: June 30 Balance Sheet Upside-Down by $52.6 Million
NUANCE COMMS: Incurs $7.6 Million Net Loss in Third Qtr. 2007
PARALLEL PETROLEUM: Earns $3.5 Million in Qtr. Ended June 30
PASSARELLI SOLUTIONS: Case Summary & 20 Largest Unsec. Creditors
PROGRESSIVE GAMING: Posts $34.2 Mil. Net Loss in Second Qtr. 2007

PTS INC: June 30 Balance Sheet Upside-Down by $722,781
RADNET INC: Suspends $445 Million Refinancing from GE Healthcare
REDS EHP: Moody's Assigns Low-B Ratings on Three Note Classes
RELIANT PHARMA: Registers Common Stock Initial Offering with SEC
ROCKY POINT: Case Summary & 14 Largest Unsecured Creditors

ROUGE INDUSTRIES: Has Until September 17 to File Chapter 11 Plan
SASKATCHEWAN WHEAT: Signs $600 Million Credit Pact with GE Capital
SATCON TECH: June 30 Balance Sheet Upside-Down by $4 Million
SHARON KINSER: Case Summary & 16 Largest Unsecured Creditors
STATION CASINOS: June 30 Balance Sheet Upside-Down by $167.6 Mil.

SYNIVERSE TECHNOLOGIES: Inks $464 Million Amended Credit Pact
TARGA RESOURCES: Moody's Affirms Ba3 Credit Facility Rating
THE PANTRY: Repurchase Program Shows No Effect on Moody's Ratings
THORNBURG MORTGAGE: Unsteady Capital Cues S&P to Cut Rating to B
TIMKEN COMPANY: Moody's Affirms Ba1 Medium Term Notes Rating

TITAN INT'L: Moody's Affirms B2 Corporate Family Rating
TRANSDIGM GROUP: Buys Bruce Industries' Assets for $35 Million
TRINITY PLACE: Case Summary & 39 Largest Unsecured Creditors
US SHIPPING: Earnings Uncertainty Cues S&P's Negative CreditWatch
VIEWPOINT CORP: Posts $5.2 Million Net Loss in Qtr. Ended June 30

WHEELING PITTSBURGH: Posts $41.6 Mil. Net Loss in Second Quarter
WHOLE FOODS: Wild Oats Shares Tender Offer Expires Tomorrow
WINDHAM COMMUNITY: Moody's Places B1 Rating Under Negative Watch
WORLD HEART: Posts $4.5 Million Net Loss in Quarter Ended June 30
WORLDGATE COMM: Posts $4.6 Million Net Loss in Qtr. Ended June 30

* Fitch Confirms 133 Transactions Previously Under Analysis

* Large Companies with Insolvent Balance Sheets

                             *********

ACCREDITED HOME: Says It Will Be Able to Close Tender Offer Today
-----------------------------------------------------------------
Accredited Home Lenders Holding Co. said it believes all
conditions to the closing of a pending tender offer for
Accredited's common stock will be satisfied by the expiration of
the current tender offer period.

Accredited added that it strongly disagrees with the statement
made by affiliates of Lone Star Fund V (U.S.), L.P. that, as of
Aug. 10, 2007, Accredited would fail to satisfy the conditions to
the closing of the tender offer.  The statement was made in an
Aug. 10, 2007 filing by Lone Star with the Securities and Exchange
Commission in which Lone Star also said that it does not expect to
accept Accredited shares tendered as of the end of the current
offer period ending at 12:00 midnight, Eastern time, on Aug. 14,
2007.

Accredited noted that it had entered into an agreement that would
resolve the class action lawsuit which had sought to enjoin the
closing of the tender offer, Wan vs. Accredited Home Lenders
Holding Co., et al., and that, as previously announced, all state
regulatory approvals required to close the tender offer had been
obtained.  Accredited explained that, earlier in the day, both it
and Lone Star had entered into a Memorandum of Understanding with
the plaintiff in the Wan case.  The Memorandum outlines a proposed
settlement that is subject to court approval, but the Memorandum
is structured in such a manner that the tender offer can be
completed prior to the court's decision with respect to the
proposed settlement.

With the receipt of all required regulatory approvals and the
resolution of the Wan litigation, Accredited believes that,
assuming more than 50% of Accredited's outstanding shares are
tendered by the expiration of the current tender offer period on
Aug. 14, 2007, all conditions to closing of the tender offer will
have then been satisfied.

Accredited noted that the agreement and plan of merger with Lone
Star expressly provides that changes generally affecting the non-
prime industry in which the company operates which have not
disproportionately affected the company do not provide a basis for
Lone Star to not honor its obligations.  Accredited said that it
intends to hold Lone Star to its obligations, and to hold it fully
responsible for any damages caused by its failure to satisfy those
obligations.

                      About Lone Star Funds

Lone Star -- http://www.lonestarfunds.com/-- is a private equity  
firm in the U.S.  Since 1995, the principals of Lone Star have
organized private equity funds totaling more than $13.3 billion to
invest globally in corporate secured and unsecured debt
instruments, real estate related assets and select corporate
opportunities.

                      About Accredited Home

Headquartered in San Diego, California, Accredited Home Lenders
Holding Co. (NASDAQ:LEND) -- http://www.accredhome.com/-- is a   
mortgage company operating throughout the U.S. and in Canada.
Founded in 1990, the company originates, finances, securitizes,
services, and sells non-prime mortgage loans secured by
residential real estate.

                         *     *     *

As reported in the Troubled Company Reporter on April 5, 2007,
Accredited received waivers of certain covenants on three of its
warehouse facilities, which have a combined total of approximately
$100 million in outstanding advances at March 31, 2007.
Accredited agreed with its lenders that it will not draw down
additional borrowings under the facilities at the current time.
In the event such modifications or waivers on the company's credit
facilities are required and Accredited is unable to obtain them
during the remainder of 2007 or thereafter, Accredited may trigger
an event of default under its credit facilities, which could in
turn result in cross defaults under the company's other
facilities.  The occurrence of such events would have a material
and adverse impact on the company's ability to fund mortgage loans
and continue as a going concern.


ACM MANAGED: Stockholders OK Plan of Liquidation and Dissolution
----------------------------------------------------------------
The stockholders of ACM Managed Income Fund Inc. approved the
proposed plan of liquidation and dissolution of the fund at
the fund's Special Meeting of stockholders.
    
It is anticipated that the Liquidation will take place by the end
of September 2007.  The Fund expects to make one or more
liquidating distributions to stockholders.
    
Headquartered in New York City, ACM Managed Income Fund Inc.
(NYSE: AMF) is a closed-end U.S.-registered management investment
company advised by AllianceBernstein L.P. with total net assets of
$97,898,535 as of Aug. 3, 2007.  ACM Managed seeks high total
return by seeking both high current income and capital
appreciation.  The Fund normally invests at least 65% of its
assets in fixed-income securities, and at least 50% of its assets
in U.S. government securities and related repurchase agreements.
It may invest up to 50% of its assets in corporate bonds rated as
low as CCC.  The Fund is leveraged with remarketed preferred
shares.


ADVANCED MICRO: S&P Rates $1.5 Billion Sr. Convertible Notes at B
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its B/Negative/--
corporate credit rating on Sunnyvale, California-based Advanced
Micro Devices Inc.  At the same time, S&P assigned its 'B' rating
to the company's $1.5 billion 5.75% senior convertible notes due
2012, and raised the rating on the company's existing senior
unsecured debt to 'B' from 'B-', because the company no longer has
secured debt in its capital structure.
      
"The ratings on AMD reflect subpar execution of the company's
business plans, highly aggressive market conditions, and ongoing
substantially negative free cash flows, only partly offset by the
company's currently adequate operating liquidity and its plans to
monetize assets," said Standard & Poor's credit analyst Bruce
Hyman.  AMD is the second-largest supplier of microprocessors and
is a major supplier of other chips for personal computers and
consumer electronics.
     
Following competitor Intel Corp.'s (A+/Stable/A-1+) product-line
refresh in mid-2006, AMD's earlier technology lead and its
profitability have dwindled, while the largely debt-funded
acquisition of ATI Technologies Inc. reduced AMD's financial
flexibility to deal with marketplace challenges.  After generating
good operating profitability in late 2005 and early 2006, EBITDA
weakened sharply, and was negative $200 million for the combined
March and June 2007 quarters.  AMD has generated about $2.2
billion negative free cash flows in the last four quarters,
including large capital expenditures.
     
Cash balances stood at $1.6 billion on June 30, 2007.  Proceeds of
the convertible senior notes will repay in full the outstanding
balance of its October 2006 term loan.  The note sale somewhat
reduces the company's interest expense, permits the company to use
cash proceeds of future asset sales for general corporate
purposes, and releases the company from financial covenants that
had been a part of the term loan.
     
AMD intends to reduce its future negative free cash flows through
a combination of operating cost reductions and lowered capital
expenditures, while liquidity should benefit from plans to
monetize about $1 billion in assets over the near to intermediate
term. Still, AMD must fundamentally correct its operating losses
and negative free cash flows within the next several quarters, or
find substantial additional sources of liquidity over the
intermediate term.


AEGIS MORTGAGE: Case Summary & 36 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Aegis Mortgage Corporation
             aka U.C. Lending
             aka New America Financial
             aka Caledon Capital
             3250 Briarpark
             Suite 400
             Houston, TX 77042

Bankruptcy Case No.: 07-11119

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        American Home Mortgage Holdings, Inc.      07-11047
        American Home Mortgage Investment Corp.    07-11048
        American Home Mortgage Acceptance, Inc.    07-11049
        American Home Mortgage Servicing, Inc.     07-11050
        American Home Mortgage Corp.               07-11051
        American Home Mortgage Ventures, L.L.C.    07-11052
        Homegate Settlement Services, Inc.         07-11053
        Great Oak Abstract Corp.                   07-11054
        HomeBanc Mortgage Corporation              07-11079
        HomeBanc Corp.                             07-11080
        HomeBanc Funding Corp.                     07-11081
        HomeBanc Funding Corp. II                  07-11082
        HMB Acceptance Corp.                       07-11083
        HMB Mortgage Partners, L.L.C.              07-11084
        Aegis Wholesale Corporation                07-11120
        Aegis Lending Corporation                  07-11121
        Aegis Funding Corporation                  07-11122
        Aegis REIT Corporation                     07-11123
        Aegis Correspondent Corporation            07-11125
        Solutions Settlement Services of           07-11126
        America Corporation
        Aegis Mortgage Loan Servicing Corporation  07-11128
        Aegis Loan Servicing, L.P.                 07-11129
        Solutions Title of America Corporation     07-11130
        AMC Insurance Agency of Texas, Inc.        07-11132

Type of business: The Debtor offers a variety of mortgage loan
                  products to brokers through its subsidiaries.  
                  See http://www.aegismtg.com

Chapter 11 Petition Date: August 13, 2007

Court: District of Delaware (Delaware)

Judge: Brendan Linehan

Debtors' Counsel: Curtis A. Hehn, Esq.
                  James E. O'Neill, Esq.
                  Laura Davis Jones, Esq.
                  Timothy P. Cairns, Esq.
                  Pachulski, Stang, Ziehl, Young, Jones and
                  Weintraub, L.L.P.
                  919 North Market Street, 16th Floor
                  Wilmington, DE 19801, 19899-8705
                  Tel: (302) 652-4100
                  Fax: (302) 652-4400

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of its 36 Largest Unsecured Creditors:

   Entity                     Nature of Claim         Claim Amount
   ------                     ---------------         ------------
Morgan Stanley                Repurchase Obligation    $15,920,063
c/o Any Feighner
5002 T-Rex Avenue, Suite 300
Boca Raton, FL 33431
Tel: (561) 443-6011
Fax: (561) 544-5732

Countrywide                   Repurchase Obligation    $14,266,813
c/o Tara Chiu
8521 Fallbrook Avenue
Mail Stop WH-51M
West Hills, CA 91304
Tel: (818) 316-8000 ext. 3910
Fax: (818) 316-8849

EMC                           Repurchase Obligation    $10,796,262
c/o Bobbi Bingham
800 State Highway, Bypass
Lewisville, TX 75067
Tel: (214) 626-7494
Fax: (214) 626-3753

Aurora Loan Services          Repurchase Obligation     $8,730,103
c/o Pat Walker
10350 Park Meadows Drive
4th Floor
Littleton, CO 80124
Tel: (720) 945-4772
Fax: (720) 945-5920

Goldman Sachs                 Repurchase Obligation     $8,041,642
c/o Sandra Keebler
100 2nd Avenue South
Suite 200S
St. Petersuburg, FL 33701
Tel: (727) 825-3845
Fax: (212) 256-2245

IndyMac                       Repurchase Obligation     $7,356,477
c/o Ignacio Gomez
3465 East Foothill Boulevard
Pasadena, CA 91107
Tel: (626) 535-5290
Fax: (626) 229-1851

CitiMortgage                  Repurchase Obligation     $6,421,438
c/o Tiffany Geimer
100 Technology Drive
MS 111
O'Fallon, MO 63368
Tel: (636) 261-0190
Fax: (636) 261-0199

RFC                           Repurchase Obligation     $5,518,905
c/o Sandra Duncan
One Meridian Crossing
Suite 100
Minneapolis, MN 55423
Tel: (952) 979-5332
Fax: (952) 841-7666

WAMU                          Repurchase Obligation     $2,583,632
c/o Rhonda Klansky
7255 Baymeadows Way
Jacksonville, FL 32256
Tel: (904) 886-1505
Fax: (904) 866-1502

Deutsche Bank                 Repurchase Obligation     $1,301,555
c/o Jennifer McGuinness
60 Wall Street
New York, NY 10005
Tel: (212) 250-7675
Fax: (212) 797-0521

Bain & Company, Inc.          Management Consulting     $1,125,000
P.O. Box 11321
Boston, MA 02211
Tel: (617) 572-2000
Fax: (617) 572-2427

The Winter Group              Repurchase Obligation       $573,369
45 Rockfeller Plaza
Suite 420
New York, NY 10111

U.S. Recordings, Inc.         Trade/Services              $352,296
2925 Country Drive
St. Paul, MN 55117
Tel: (877) 272-5250
Fax: (651) 765-6418

Old Republic Title            Trade/Services              $339,295
Insurance Company
400 2nd Avenue South
Minneapolis, MN 55402
Tel: (800) 328-4441
Fax: (612) 371-1191

Merrill Lynch                 Repurchase Obligation       $301,637
c/o Molly McHugh
650 Third Avenue South
Suite 1500
Minneapolis, MN 55402
Tel: (612) 336-7300
Fax: (612) 336-7414

HomEq Servicing               Repurchase Obligation       $280,850
c/o Audra Branco
4837 Watt Avenue, Suite 100
North Highlands, CA 95660
Tel: (916) 339-6172
Fax: (916) 339-6955

CSFB                          Repurchase Obligation       $278,718
c/o Rick Hahn
Eleven Madison Avenue
6th Floor
New York, NY 10010-3629
Tel: (212) 538-1429
Fax: (212) 322-0883

Fannie Mae                    Repurchase Obligation       $276,256
Lockbox 403207
6 Feldwood Drive
College Park, GA 30349
Tel: (800) 752-1080
Fax: (202) 752-2062
and
Fannie Mae
Two Galleria Tower            Trade/Services
c/o Margaret Davis            Underwriting Services
13455 Noel Road, Suite 600
Dallas, TX 75240-5003

HSBC                          Repurchase Obligation       $192,716

Nations Holding Company       Services                    $149,984

First American Credco         Trade/Services              $139,047

Land America Tax and Flood    Trade/Services              $115,980

United Guaranty               Contract Underwriter        $114,391
Services, Inc.

FEDEX ERS                     Trade/Services              $104,343

Reserve at Westchase, L.P.    Landlord                    $102,174

Katmore Realty Ten, Ltd.      Landlord                     $96,931

First American Flood          Trade/Services               $86,367
Data Services

Landsafe Appraisal Services   Trade/Services               $84,212

Basepoint Analytics, LLC      Services                     $81,745

Middleberg, Riddle & Gianna   Professional Services        $78,735

Interthinx/Appintelligence    Trade/Services               $77,192

Ross Real Estate, Ltd.        Trade/Landlord               $76,713

Interactive                   Trade/Services               $73,707
Intelligence Inc.

Irwin Home Equity             Repurchase Obligation        $71,807

Clear Capital.Com, Inc.       Trade/Services               $71,220


AIRTRAN HOLDINGS: Ends Merger Talks with Midwest Air Group
----------------------------------------------------------
AirTran Holdings Inc., the parent of AirTran Airways, disclosed
that negotiations with Midwest Air Group Inc. have ended and
AirTran's tender offer to purchase Midwest shares has expired.
   
"We are disappointed that the Midwest board has rejected our
enhanced offer," Joe Leonard, chairman and CEO of AirTran Airways,
said.  "We believe that a merger of AirTran and Midwest was a
compelling strategic combination with similar fleets,
complementary route networks, growth and advancement opportunities
for employees and economic benefits to the communities we serve."

"For the good of our shareholders and Crew Members, we have
terminated negotiations and allowed our tender offer to expire,"
Mr. Leonard added.  "At this time, we will focus our efforts on
AirTran's strategic plan that has resulted in eight years of
successful growth."
    
"The Midwest board has chosen to ignore the overwhelming majority
of shareholders' wishes to merge with AirTran, a partner with whom
Midwest could have grown and become a national carrier, including
our commitment to provide employment protection and more jobs for
its employees and more choices for its customers,” Mr. Leonard
stated.  “Instead, the Midwest board has chosen a path that will
benefit current senior management by selling out to a private
equity firm and a so- called 'passive' investor whose involvement
will surely raise antitrust concerns, casting doubt for
shareholders on whether a transaction can, in fact, close.”  

“Furthermore, private equity investors are laser focused on
generating short-term eturns and the only way to accomplish that
goal is to slash costs by cutting back on service and eliminating
jobs,” Mr. Leonard stated.  “If the Midwest board is successful in
selling the company to a private equity investor, the Midwest
employees should be concerned about their job security and
Midwest's customer service is sure to suffer.”
    
Under the terms of the enhanced offer, AirTran proposed to acquire
all Midwest common stock for $15.75 a share, based on the closing
price of AirTran common stock on Aug. 10, 2007.  The offer
consisted of $9.50 in cash and 0.5842 shares of AirTran common
stock for each Midwest share.  The total equity value of the
transaction would was in excess of $431 million.

                      About Midwest Airlines

Headquartered in Oak Creek, Wisconsin, Midwest Air Group Inc.
(Amex: MEH) -- http://www.midwestairlines.com-- the parent   
company of Midwest Airlines, provides scheduled passenger
service in the United States and internationally.  It offers
scheduled passenger service to destinations in the United
States and regional scheduled passenger service to cities
primarily in the Midwest and to Toronto, Canada.

                      About AirTran Airways

AirTran Holdings Inc., through its subsidiary AirTran Airways Inc.
(NYSE: AAI) -- http://www.airtran.com/-- operates over 600 daily  
flights to 50 destinations.  The airline's hub is at Hartsfield-
Jackson Atlanta International Airport, where it is the second
largest carrier.  AirTran Airways recently added the fuel-
efficient Boeing 737-700 aircraft to create America's youngest
all-Boeing fleet.  The airline is also the first carrier to
install XM Satellite Radio on a commercial aircraft and the only
airline with Business Class and XM Satellite Radio on every
flight.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 15, 2006,
Standard & Poor's Ratings Services affirmed its ratings on AirTran
Holdings Inc. and its primary operating subsidiary, AirTran
Airways Inc., including the 'B-' corporate credit rating on
AirTran Holdings.

As reported in the Troubled Company Reporter on Nov. 23, 2006,
Moody's Investors Service confirmed its B3 Corporate Family Rating
for AirTran Holdings Inc. and its Caa1 rating on the company's
7% Guaranteed Convertible Notes Due July 1, 2023, in connection
with its implementation of its Probability-of-Default and Loss-
Given-Default rating methodology for the Transportation sector.

Moody's also assigned an LGD6 rating to those loans, suggesting
noteholders will experience a 91% loss in the event of a default.


AJAY SPORTS: Judge Shefferly Confirms Amended Chapter 11 Plan
-------------------------------------------------------------
The Honorable Phillip J. Shefferly of the U.S. Bankruptcy
Court for the Eastern District of Michigan confirmed Ajay Sports
Inc. and its debtor-affiliates' Amended Chapter 11 Plan of
Reorganization

                          Plan Funding

The Plan contemplates the sale of the Debtor's assets and must
be completed by Sept. 30, 2007, unless extended by Comerica Bank
in writing.  Any sale of assets will be free of any claims, liens
or interests.  After Comerica's allowed secured claim is paid,
the remaining proceeds from the sale will be distributed to the
Debtor's other creditors.

                       Treatment of Claims

Under the Plan, Adminsitrative Claims will be paid in full.

Holders of Priority Tax Claims will receive five deferred equal
annual cash payments, plus interest.

Each holder of Other Priority Claim will be paid the value of
their claim.

Secured Claims of Comerica, totaling $3,475,000 plus interest,
will retain the liens securing its claim.  The Debtor will
continue to make adequate protection payments of $35,000 per
month until the sale is complete.

General Unsecured Creditors will receive a pro rata distribution
under the Plan.

Equity Interest will be cancelled on the effective date of the
Plan.

                      About Ajay Sports Inc.

Headquartered in Farmington, Mich., Ajay Sports Inc. operates
the franchise segment of its business through Pro Golf
International, a 97% owned subsidiary, which was formed during
1999 and owns 100% of the outstanding stock of  Pro Golf of
America, and 80% of the stock of ProGolf.com, which sells golf
equipment and other golf-related and sporting goods products and
services over the Internet.  

The company and its affiliates filed for chapter 11 protection on
Dec. 27, 2006 (Bankr. E.D. Mich. Case Nos. 06-529289 through 06-
529292).  Richard F. Fellrath, Esq., at Fitzgerald & Dakmak,
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
this case.  When the Debtors filed for protection from their
creditors, they estimated assets less than $10,000 and debts
between $1 million to $100 million.


ALLISON TRANSMISSION: Postponed Offering Cues S&P's Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Allison
Transmission Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its 'B+' corporate credit and its 'BB-'
senior secured ratings on the company and withdrew its 'B-' rating
on the company's proposed $1.1 billion senior unsecured notes.
     
The Carlyle Group and Onex Corporation acquired Allison from
General Motors Corp. (B/Negative/B-3) in a leveraged buyout
completed this week.  The Indianapolis-based auto parts supplier
has total balance sheet debt of $4.2 billion.
     
The outlook revision reflects the postponement of the company's
proposed offering of unsecured notes due to market conditions and
their replacement with an unrated $1.1 billion bridge loan.  
Proceeds from the bridge loan, together with a $3.1 billion senior
secured term loan which remains in place, were used to finance the
acquisition from GM.
      
"We expect the company's operating performance to remain strong
despite a near-term decline in revenues and profitability due to
the cyclical downturn in the commercial-truck market," said
Standard & Poor's credit analyst Gregg Lemos Stein.  If notes
replace the bridge loan in the future, S&P would expect to review
the outlook, taking into account the terms and conditions of the
prospective refinancing and any other changes to Allison's
business or financial prospects.


AMERICAN REAL: Acquires $810 Mil. Depositary Units in Icahn Funds
-----------------------------------------------------------------
American Real Estate Partners LP has acquired Carl C. Icahn's
interests in the management company and general partners of the
Icahn Funds, a group of private investment funds managed by
Mr. Icahn.  The purchase price for this transaction consists of
$810 million of AREP Depositary Units plus a five-year contingent
earn-out payable in additional Depositary Units based on AREP
achieving specified net after-tax earnings from the fund
management business.
    
The additional payout of up to a maximum of $1.1 billion of
Depositary Units under the earn-out is subject to achieving net
after tax earnings from 2007, through 2011, of $3.9 billion from
the fund management business.
    
For the 12-months ended June 30, 2007, the Icahn Management
Entities had an average of approximately $3.5 billion in third-
party fee paying assets under management, which generated
approximately $80 million of management fees and approximately
$240 million in incentive income for a total of approximately
$320 million in fees.  There is approximately $5 billion of third-
party fee paying assets under management.

The typical third-party investor in the Icahn Funds is charged a
2.5% management fee and a 25% incentive allocation and is subject
to an initial lock-up.

“This transaction represents a transformational event for American
Real Estate Partners, which will now be called Icahn Enterprises.  
The name change reflects the continued evolution of our business
and its importance within my portfolio of holdings,” Mr. Icahn
stated.
    
AREP also intends to purchase approximately $700 million of
limited partnership interests in the Funds on which it will not be
required to pay management fees or incentive allocation.
    
The Icahn Management Entities provide investment advisory and
certain other management services to the Icahn Funds.  The Icahn
Management Entities do not provide investment advisory or other
management services to any other entities, individual or accounts,
and interests in the Icahn Funds are offered only to certain
sophisticated and accredited investors on the basis of exemptions
from the registration requirements of the federal securities laws
and are not publicly available.
    
“AREP has a strong balance sheet with cash and liquid investments
of approximately $4.5 billion, pro forma for the sale of
our gaming business,” Mr. Icahn concluded.  “We intend to provide
capital to grow our management companies, grow our existing
businesses and make further acquisitions.  Furthermore, going
forward we will be in a position to capitalize on expected
volatile market conditions, utilizing our expertise in activist
investing both in equity and distressed securities. I believe that
activist investing provides the best risk adjusted returns in all
markets."
    
In addition, Mr. Icahn has entered into a five-year employment
agreement to serve as chairman of AREP and chief executive officer
of the Icahn Management Entities.  The agreement provides for a
base salary of $900,000 per year and for substantial contingent
bonus payments based on (a) returns on assets under management;
and (b) our achieving non-hedge fund management related income
over $400 million in any year.  Mr. Icahn has also entered into a
ten-year non-competition agreement.
    
The transactions and Mr. Icahn's employment agreement were
approved by the Special Committee of the independent directors of
our general partner, and by the full board of directors.  

The Special Committee was represented by Debevoise & Plimpton LLP
as its independent counsel.  

In addition, Sandler O'Neill & Partners, L.P. was retained by the
Special Committee as its financial adviser.  

The Special Committee also retained Johnson & Associates, Inc. and
BDO Seidman, LLP to advise on the terms of Mr. Icahn's employment
agreement.

                        About Icahn Funds

The Icahn Funds were launched in November 2004 with approximately
$1 billion in assets under management, of which $300 million was
provided by Carl Icahn and his affiliated entities.  Less than
three years later, the Icahn Funds have grown to approximately
$7 billion of committed capital, of which approximately
$1.8 billion represents capital of Mr. Icahn and his affiliated
entities.
    
               About American Real Estate Partners LP

Headquartered in New York City, American Real Estate Partners LP
(NYSE:ACP) -- http://www.arep.com/-- a limited partnership, is a  
diversified holding company engaged in a variety of businesses.  
The company's businesses currently include gaming, oil and gas
exploration and production, real estate and home fashion.  The
company is in the process of divesting its Oil and Gas operating
unit and their Atlantic City gaming property.

The company owns a 99% limited partnership interest in American
Real Estate Holdings LP.  Substantially all of the company's
assets and liabilities are owned by AREH and substantially all of
the company's operations are conducted through AREH and its
subsidiaries.  American Property Investors, Inc., or API, owns a
1% general partnership interest in both the company and AREH,
representing an aggregate 1.99% general partnership interest in
the company and AREH.  API is owned and controlled by Mr. Carl C.
Icahn.

                          *     *     *

Moody's Investor Services placed Ba2 rating on American Real
Estate Partners LP‘s long term corporate family and bank loan debt
on August 2006.  The outlook is stable.
   
Standard And Poor's placed BB+ on its long term foreign and local
issuer credit rating on August 2006.  The outlook is stable.


ARCADIA RESOURCES: Incurs $7.4 Mil. Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
Arcadia Resources Inc. reported on Aug. 9, 2007, its financial
results for the first quarter ended June 30, 2007.

Net loss for the fiscal first quarter of 2008 was $7.4 million,  
including approximately $4.9 million in non-cash charges.  These
non-cash charges consisted of: depreciation and amortization of
$2.1 million; an impairment charge to certain long-lived assets of
$1.9 million; an increase to the provision for doubtful accounts
receivable of $538,000; and stock-based compensation of $499,000.

Net loss for the year-ago first quarter was $158,000.

Net revenues for fiscal first quarter 2008 increased $4.8 million
or 13% to $42.4 million, compared to $37.6 million for the same
quarter last year.  The revenue increase partially reflected
organic growth of approximately $1.3 million, or 4%, in the In-
Home Health Services segment, which comprises approximately 74% of
net revenues, as well as revenue from acquisitions made in other
segments during fiscal 2007 to position the company for emerging
opportunities in the health care market.

EBITDA loss for the fiscal first quarter of 2008 was $2.2 million,
of which $1.8 million was attributable to the company's clinic
business.

The fiscal 2008 first quarter results represent a sharp sequential
improvement compared with net revenues of $38.4 million and a net
loss of $39.2 million for the fourth quarter of 2007.

"Arcadia Resources has entered fiscal 2008 as a stronger and more
sharply focused company.  We have improved the balance sheet
through equity financing and debt restructuring, completed an
acquisition that complements our retail pharmacy business, and
streamlined our organization and cost structure," noted Marvin R.
Richardson, president and chief executive officer.

"Our goal for the balance of this year and beyond is to invest in
and grow our proprietary pharmacy product, DailyMed(TM), and our
profitable business segments, while continuing to explore further
alternatives for improving the efficiency and productivity of our
operations.  We believe that the benefits of our actions should
begin to be visible in the second and third quarters of fiscal
2008," Mr. Richardson added.

At June 30, 2007, the company's consolidated financial statements
showed $115.37 million in total assets, $55.33 million in total
liabilities, and $60.04 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?224e
             
                  Management Strategies — Update

Subsequent to the end of fiscal 2007, the company's new management
team began to implement a series of strategic initiatives to
improve Arcadia Resources' financial performance, strengthen its
capital base, and position its businesses to capture growth
opportunities in the healthcare marketplace.  An update to these
key strategic initiatives is as follows:

  -- Restructuring/Cost Reduction.  The company has closed several
     unprofitable facilities since March 31, including several
     Durable Medical Equipment (DME) locations, as well as several
     retail host site locations.  Arcadia also has begun to
     transition and consolidate the corporate accounting and
     support functions to the Southfield, Michigan office.  The   
     company anticipates additional facility closures and the
     completion of the transition to Southfield during the next
     several months.  These and other cost-control initiatives are
     expected to reduce overhead by approximately $5 million on an
     annualized basis, beginning in the fiscal 2008 second
     quarter.

  -- Equity Financing/Debt Restructuring.  The company raised
     $13 million in equity financing in May 2007.  A portion of
     the proceeds was used to pay down certain debt obligations
     and other current liabilities.  Arcadia also restructured the
     $17 million promissory note payable to Jana Master Fund Ltd.
     With these two events, the company significantly improved its
     working capital position and strengthened the balance sheet
     compared to the previous quarter end.

In addition, management has also recently undertaken the following
initiatives:

  -- JASCORP LLC Acquisition.  In July 2007, the company acquired
     JASCORP LLC, a subsidiary of The F. Dohmen Co.  JASCORP is an
     industry leader in the pharmacy fulfillment software
     business.  This acquisition will strengthen Arcadia's
     DailyMed(TM) growth and licensed pharmacy services model to
     retailers.  It also is expected to contribute more than
     $2 million of incremental revenues annually, reduce the cost
     to provide licensed pharmacy services, and significantly
     improve operating margins on the licensed service model.

  -- Clinics Business Model.  As part of its streamlining process,
     on Aug. 8, 2007, the company terminated an agreement to
     operate 18 existing non-emergency health care clinics in
     Michigan and Indiana.  This will significantly reduce
     operating expenses for the company as a whole without a
     material impact to top line revenue.  Specifically, in the
     first quarter of 2008, the clinic business represented
     $137,000 of revenues with an operating loss of $3.9 million.
     According to Mr. Richardson, "The delivery of health care
     services offered in non-traditional settings such as retail
     stores remains an important part of our company's growth
     strategy.  Based on our experience and our analysis of this
     market segment, in the near future, we intend to remain in
     this space by selling similar clinic services to retailers
     under a licensed service model, on a fee for service basis.    
     Retailers continue to look for ways to compete with the 'Big
     Box' clinic offerings as a means to drive in-store traffic.
     Our business model is better suited to offer our expertise
     and staffing as a service versus directly owning the clinic
     site.  Subsequently, our interests become aligned with our
     partnered retailers — much like our pharmacy offering."

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 4, 2007,
BDO Seidman LLP, in Troy, Michigan, expressed substantial doubt
about Arcadia Resources Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations.
                     About Arcadia Resources

Headquartered in Southfield, Mich. Arcadia Resources, Inc. (AMEX:
KAD) -- http://www.arcadiaresourcesinc.com/-- is a national  
provider of alternate site healthcare services and products,
including respiratory and durable medical equipment; non-medical
and medical staffing, including travel nursing.  Through industry
partnerships, the company is also establishing walk-in routine
(non-emergency) medical clinics inside of retail stores.


AREP CAR: Moody's Withdraws B2 Corporate Family Rating
------------------------------------------------------
Moody's Investors Service withdrew AREP Car Acquisition Corp.'s
ratings that were initially assigned on May 11, 2007.  The action
follows the vote by Lear Corporation's shareholders on
July 16, 2007 not to accept AREP's acquisition offer.
Consequently, AREP's offer has expired and its acquisition
financing is no longer required.

Ratings withdrawn:

  -- Corporate Family, B2
  -- Probability of Default, B2
  -- Senior Secured Term Loan, B2 (LGD-3, 44%)
  -- Senior Secured Revolving Credit Facility, B2 (LGD-3, 44%)
  -- Outlook, Stable
  -- Speculative Grade Liquidity rating, SGL-2

Ratings on Lear Corporation are not affected by this action.

AREP Car Acquisition Corp. was the entity established by American
Real Estate Partners, L.P. to affect the consummation of its
proposed acquisition and subsequent merger into Lear Corporation.


ASSOCIATED MATERIALS: Earns $17 Mil. in Second Quarter 2007
-----------------------------------------------------------
Associated Materials Incorporated reported net income for the
second quarter of 2007 of $17 million, compared to net income of
$16.3 million for the same period in 2006.  For the six months
ended June 30, 2007, net income was $12.4 million compared to net
income of $16.4 million for the same period in 2006.

Net sales for the quarter ended June 30, 2007, were $338 million,
a 3% decrease from net sales of $348.3 million for the same period
in 2006.  For the six months ended June 30, 2007, net sales were
$556.1 million, or 8.5% lower than net sales of $607.6 million for
the same period in 2006.

Net sales decreased 3%, or $10.4 million, during the second
quarter of 2007 compared to the same period in 2006 primarily due
to lower sales volumes in the company's vinyl siding operations.
During the second quarter of 2007 compared to the same period in
2006, vinyl window unit volumes increased by 2%, while vinyl
siding unit volumes decreased by 12%.  

Gross profit in the second quarter of 2007 was $91.1 million, or
26.9% of net sales, compared to gross profit of $87.2 million, or
25% of net sales, for the same period in 2006.  

Selling, general and administrative expense increased to
$53.2 million, or 15.8% of net sales, for the second quarter of
2007 versus $52.5 million, or 15.1% of net sales, for the same
period in 2006.  Selling, general and administrative expense for
the quarter ended June 30, 2007 includes $1.2 million of
transaction costs relating to an unsuccessful bid for an
acquisition target.

Income from operations was $37.8 million for the second quarter of
2007 compared to $34.9 million for the same period in 2006.

          Results for the Six Months Ended June 30

Net sales decreased by 8.5%, or $51.5 million, for the six months
ended June 30, 2007, compared to the same period in 2006 primarily
due to lower sales volumes across all product categories,
predominately in the company's vinyl siding operations.

Gross profit for the six months ended June 30, 2007 was
$138.8 million, or 25% of net sales, compared to gross profit of
$146.3 million, or 24.1% of net sales, for the same period in
2006.

Selling, general and administrative expense decreased to
$102.3 million, or 18.4% of net sales, for the six months ended
June 30, 2007 versus $103.5 million, or 17% of net sales, for the
same period in 2006.

Selling, general and administrative expense for the six months
ended June 30, 2007, includes $700,000 of separation costs related
to the resignation of the company's former chief operating officer
and $1.2 million of transaction costs relating to an unsuccessful
bid for an acquisition target, while selling, general and
administrative expense for the six months ended July 1, 2006
includes $2.1 million of separation costs related to the
resignation of the company's former Chief Executive Officer.

Income from operations was $36.4 million for the six months ended
June 30, 2007 compared to $43 million for the same period in 2006.

Tom Chieffe, president and chief executive officer, commented,
"Despite the difficult macroeconomic conditions currently faced by
the building products industry, our second quarter marked the
highest quarterly adjusted EBITDA in Company history.  We were
able to increase our quarterly adjusted EBITDA through this market
downturn in part due to the various cost reduction initiatives we
have implemented across the entire business as well as by
continuing to actively manage the relationship between selling
prices and commodity costs."

                   About Associated Materials

Associated Materials Inc. - http://www.associatedmaterials.com/-
Manufactures exterior residential building products, which are
distributed through company-owned distribution centers and
independent distributors across North America.  AMI produces a
broad range of vinyl windows, vinyl siding, aluminum trim coil,
aluminum and steel siding and accessories, as well as vinyl
fencing and railing.  AMI is a privately held, wholly owned
subsidiary of Associated Materials Holdings Inc., which is a
wholly owned subsidiary of AMH Holdings Inc., which is a wholly
owned subsidiary of AMH Holdings II Inc., which is controlled by
affiliates of Investcorp S.A. and Harvest Partners Inc.  

                          *     *     *

Moody's downgraded the ratings of Associated Materials Inc. and
its holding company AMH Holdings Inc.  AMH Holdings' corporate
family rating and ratings on AMI's senior secured credit
facilities were downgraded to B3 from B2, effective Jan. 19, 2006.  
Moody's said the ratings outlook is stable.


ATRIUM VIEW: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: The Atrium View, LLC
        200 Bailey Drive
        Stewartstown, PA 17363

Bankruptcy Case No.: 07-02478

Chapter 11 Petition Date: August 10, 2007

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Craig A. Diehl, Esq.
                  3464 Trindle Road
                  Camp Hill, PA 17011-4436
                  Tel: (717) 763-7613
                  Fax: (717) 763-8293

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file the list of its 20 largest unsecured
creditors.


AVISTA CORP: Paying $0.15/Share Common Stock Dividend on Sept. 14
-----------------------------------------------------------------
Avista Corp.'s board of directors has declared a quarterly
dividend of $0.15 per share on the company's common stock.  A
quarterly dividend of $1.73750 per share was declared on all
outstanding shares of preferred stock Series K.

The common and preferred stock dividends are payable Sept. 14,
2007, to shareholders of record at the close of business on
Aug. 23, 2007.

Headquartered in Spokane, Washington, Avista Corp. (NYSE: AVA) -–
http://www.avistacorp.com/-- is an energy company involved in the  
production, transmission and distribution of energy well as other
energy-related businesses.  Avista Utilities is a company
operating division that provides service to 346,000 electric and
306,000 natural gas customers in three Western states.  Avista's
primary non-regulated subsidiary is Advantage IQ --
http://www.advantageIQ.com/

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Moody's Investors Service placed all of the ratings of Avista
Corp., including Ba1 senior unsecured under review for possible
upgrade.


B&R PROPERTY: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: B.&R. Property Management, Inc.
        dba B.&R. Construction Services
        1030 North 5th Street
        Quincy, IL 62301

Bankruptcy Case No.: 07-71656

Type of business: The Debtor provides new home sales, residential
                  building sites, and land development.  See
                  http://www.bandrproperties.com/

Chapter 11 Petition Date: August 11, 2007

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: E. Mont Robertson, Esq.
                  510 Maine Street 800
                  Quincy, IL 62301
                  Tel: (217) 223-6363

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Corn Belt Bank and Trust       four mortgages on       $1,191,675
Company                        19 building lots
                               and 4 single family
                               residences and
                               property of owned
                               by others; value of
                               security: $1,081,600

First Bankers Trust Co.        residence under           $209,381
1201 Broadway                  construction at 1904
Quincy, IL 62301               Fairview Drive, Mendon,
                               IL; value of security:
                               $102,000

Agri-Pump                      installation of            $44,000
203 Richfield Road             water mains in
Liberty, IL 62347              subdivisions

Sheila Jones                   refund on cancellation     $39,000
                               of contract

Christine Tysinger             balance due on             $33,000
                               agreement to
                               buy back residence
                               partially

Grist Excavating               road work in               $31,000
                               subdivision

Don and Louise Caley           refund of deposit on       $20,000
                               cancelled contract

Vinson & Sill, Inc.            plumbing services          $10,100

Klingner & Associates, P.C.    engineering services        $9,800

Blick's Construction           crane work                  $9,001

Sorrill Rentals                office rent                 $7,200

Staples Credit Plan            purchase of office          $2,162
                               supplies

Adams County Collector         second installment          $2,212
                               of 2006 real estate
                               taxes (23 tax bills)

Quincy Herald-Whig             newspaper advertising       $1,353

Home Depot                     purchase of materials       $1,217

Capital One                    purchase of                   $463
                               material

Porter & Swartz                purchase of materials         $395
                               at Lowe's


BAY AREA: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Bay Area Luxury Homes/El Vanada, LLC
        171 Birch Street, Suite 4
        Redwood City, CA 94062

Bankruptcy Case No.: 07-31024

Type of Business: The Debtor manages real estate property.

Chapter 11 Petition Date: August 10, 2007

Court: Northern District of California (San Francisco)

Judge: Dennis Montali

Debtor's Counsel: Ignascio G. Camarena, II, Esq.
                  Bustamante, O'Hara and Gagliasso
                  333 West San Carlos Street, 8th Floor
                  San Jose, CA 95110
                  Tel: (408)977-1911

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Three Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Sunseeker Investments, Inc.    Promissory Note          $400,000
171 Birch Street, Suite 4
Redwood City, CA 94062

Gregory Bock                   Promissory Note          $130,000
171 Birch Street, Suite 4
Redwood City, CA 94062

Robert A. Johnston             Promissory Note          $130,000
171 Birch Street, Suite 4
Redwood City, CA 94062


BEAVER BROOK: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Beaver Brook Village, LLC
        1105 Lakeview Avenue
        Dracut, MA 01826

Bankruptcy Case No.: 07-43103

Chapter 11 Petition Date: August 10, 2007

Court: District of Massachusetts (Worcester)

Judge: Joel B. Rosenthal

Debtor's Counsel: William H. Harris, Esq.
                  Harris & Dial, P.C.
                  65 Flagship Drive, Suite C
                  North Andover, MA 01845
                  Tel: (978) 703-4975
                  Fax: (978) 777-3692

Total Assets: $12,019,803

Total Debts:  $14,365,086

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Beaver Brook Creditors Trust   101 Mill Street,         $1,500,000
c/o Douglas E. Hausler, Esq.   Dracut, MA and 1934        Secured:
Lampert, Hausler and           Lakeview Avenue,        $11,500,000
Rodman, P.C.                   Dracut, MA             Senior Lien:
10 North Road                                          $11,150,000
Chelmsford, MA 01824

Independent Electric Supply    101 Mill Street,           $401,619
c/o Rudolph Friedmann, Esq.    Dracut, MA and 1934        Secured:
92 State Street                Lakeview Avenue,        $11,500,000
Boston, MA 02109               Dracut, MA             Senior Lien:
                                                       $12,656,000

Keith Gorman                   Loan                       $166,519
820 Methuen Street
Dracut, MA 01826

Friend Lumber                  Trade Debt                 $138,378

Horner Millwork Corp.          101 Mill Street,           $100,629
                               Dracut, MA and 1934        Secured:
                               Lakeview Avenue,        $11,500,000
                               Dracut, MA             Senior Lien:
                                                       $13,057,619

Better Cabinet                 101 Mill Street,           $100,000
Distributors, Inc.             Dracut, MA and 1934        Secured:
                               Lakeview Avenue,        $11,500,000
                               Dracut, MA             Senior Lien:
                                                       $13,232,937

National Grid                  Utility Bill                $82,748
Processing Center

Environmental Strategies and                               $76,379
Management, Inc.

Pavex, Inc.                    101 Mill Street,            $74,689
                               Dracut, MA and 1934        Secured:
                               Lakeview Avenue,        $11,500,000
                               Dracut, MA             Senior Lien:
                                                       $13,158,248

Mary Casey                     Loan                        $40,041

Keyspan Energy Delivery        Utility Bill                $37,222

E.L. Harvey & Sons, Inc.       Trade Debt                  $17,173

Frank Provencher               Insurance                   $19,372
Insurance Agency

Polaris Engineering Corp.      Trade Debt                  $17,827

Frank Gorman                   Loan                        $12,074

Harmon's Paint & Wallpaper     Trade Debt                   $9,214

Almo's Flower and              Trade Debt                   $8,774
Garden Center, Inc.

Merrimack Valley Homes Loans   101 Mill Street,             $6,000
                               Dracut, MA and 1934        Secured:
                               Lakeview Avenue,        $11,500,000
                               Dracut, MA             Senior Lien:
                                                       $12,650,000

Department of Environmental                                 $6,000
Protection


BLACK BEAR: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: Black Bear Gypsum Supply, Inc.
        13000 Automobile Boulevard, Suite 300
        Clearwater, FL 33762

Bankruptcy Case No.: 07-07120

Type of Business: The Debtor manufactures gypsum products.
                  See http://www.bbgypsum.com/

Chapter 11 Petition Date: August 11, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Michael C. Markham, Esq.
                  Johnson Pope Bokor Ruppel & Burns LLP
                  P.O. Box 1368
                  Clearwater, FL 33757
                  Tel: (727) 461-1818
                  Fax: (727) 443-6548

Estimated Assets: Unknown

Estimated Debts:  Unknown

The Debtor did not file a list of its 20 largest unsecured
creditors.


CANARGO ENERGY: Earns $5.1 Million in Second Quarter Ended June 30
------------------------------------------------------------------
Canargo Energy Corp. reported net income of $5.1 million and an
operating loss from continuing operations of $504,000, on oil and
gas sales of $2.9 million for the second quarter ended June 30,
2007, compared with a net loss of $2.7 million and an operating
loss of $2.7 million, on oil and gas sales of $1.3 million for the
same period ended June 30, 2006.

The increase in operating revenues is attributable to higher sales
volumes achieved from the Ninotsminda Field in the second quarter
of 2007 partially offset by a lower price per barrel realized by
the company in the period.  Ninotsminda Oil Company Limited
("NOC") sold 48,095 barrels of oil for the three month period
ended June 30, 2007, compared to 21,059 barrels of oil for the
three month period ended June 30, 2006.

Results for the quarter ended June 30, 2007, included net income
from discontinued operations, net of taxes and minority interest
for the three month period ended June 30, 2007, of $13.8 million,
compared to net income from discontinued operations of
$1.6 million for the three month period ended June 30, 2006, due
to the activities of Tethys and CSL.  

The increase in net income from discontinued operations is
attributable to an unrealized gain on Tethys securities held for
sale of $15.6 million that was recorded during the period through
to the Tethys initial public offering date of June 27, 2007.

The decrease in operating loss is attributable to increased
operating revenues, reduced field operating expenses, direct
project costs and selling, general and administration costs
partially offset by increased depreciation, depletion and
amortization in the period.

Other expense increased to $8.1 million for the three month period
ended June 30, 2007, from $1.6 million for the three month period
ended June 30, 2006, primarily as a result of the loss on debt
extinguishment of $6.5 million arising from the issue of an
aggregate of 16,111,111 compensatory warrants to the Noteholders
in connection with exchange/conversion of $15,000,000 of long term
debt into Tethys shares and the write off of the portion of debt
discount related to $5.0 million of the debt exchange/conversion.

The loss from continuing operations of $8.6 million for the three
month period ended June 30, 2007, compares to a net loss from
continuing operations of $4.3 million for the three month period
ended June 30, 2006.

At June 30, 2007, the company's consolidated balance sheet showed
$123.5 million in total assets, $37.4 million in total
liabilities, $2.1 million in temporary equity, and $84.0 million
in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2252

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 26, 2007, LJ
Soldinger Associates LLC expressed substantial doubt about Canargo
Energy Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.   The auditing firm reported
that the company has incurred net losses since inception and may
not have sufficient funds to execute its business plan.

                       About CanArgo Energy

CanArgo Energy Corp. (AMEX: CNR) -- http://www.canargo.com/  --   
is an oil and gas exploration and production company operating in
the oil and gas provinces of the former Soviet Union.  CanArgo is
currently focused primarily on Georgia in the Caucasus, and more
recently has become involved in the major hydrocarbon producing
country of Kazakhstan.  In Georgia, the company has been actively
exploring for new deposits of oil and gas, and is currently
appraising what could be a substantial new discovery of oil.


CATUITY INC: Nasdaq Says Common Stock Bid Price Below Criteria
--------------------------------------------------------------
Catuity Inc. received a letter from The Nasdaq Stock Market  
indicating that the bid price of its common stock for the last
30 consecutive business days had closed below the minimum $1 per
share required for continued listing under Nasdaq Marketplace Rule
4310(c)(4).

Pursuant to Nasdaq Marketplace Rule 4310(c)(8)(D), the company was
provided an initial period of 180 calendar days, or until Jan. 29,
2008, to regain compliance.

The letter states the Nasdaq staff will provide written
notification that the company has achieved compliance with Rule
4310(c)(4) if at any time before Jan. 29, 2008, the bid price of
the company's common stock closes at $1 per share or more for a
minimum of 10 consecutive business days, although the letter also
states that the Nasdaq staff has the discretion to require
compliance for a period in excess of 10 consecutive business days,
but generally no more than 20 consecutive business days, under
certain circumstances.

If the company cannot demonstrate compliance with Rule 4310(c)(4)
by Jan. 29, 2008, the Nasdaq staff will determine whether the
company meets The Nasdaq Capital Market initial listing criteria
set forth in Nasdaq Marketplace Rule 4310(c), except for the bid
price requirement.

If the company meets the initial listing criteria, the Nasdaq
staff will notify the company that it has been granted an
additional 180 calendar day compliance period.  If the company is
not eligible for an additional compliance period, the Nasdaq staff
will provide written notice that the company's securities will be
delisted.

At that time, the company may appeal the Nasdaq staff's
determination to delist its securities to a Listing Qualifications
Panel.

                        About Catuity Inc.

Headquartered in Charlottesville Virginia, Catuity Inc. (NasdaqCM:
CTTY) (ASX: CAT) (ASX: CATN) -- http://www.catuity.com/-- is a    
loyalty and gift card processor targeting the needs of chain
retailers and their partners.  The company offers member-based
loyalty programs at the point-of-sale and gift card programs
utilizing a hosted, application service provider based system that
enables the processing of member-based loyalty programs that can
deliver customized discounts, promotions, rewards and points-based
programs.  The system also enables customizable gift card programs
that work on a retailer's payment terminals and electronic cash
registers via their internal store networks.  These programs are
designed to help retailers improve customer retention, add new
customers and increase the average amount spent by customers.

                        Going Concern Doubt

BDO Seidman LLP, in Troy, Michigan, expressed substantial doubt
about Catuity Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses from operations and substantial
accumulated deficit.


CELL THERAPEUTICS: June 30 Balance Sheet Upside-Down by $102 Mil.
-----------------------------------------------------------------
Cell Therapeutics Inc. on Aug. 8, 2007, its financial results for
the quarter and six months ended June 30, 2007.

Cell Therapeutics' consolidated balance sheet at June 30, 2007,
showed $89.6 million in total assets, $174.6 million in total
liabilities, $5.2 million in series A convertible preferred stock,
and $11.9 million in series B convertible preferred stock,
resulting in a $102.1 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $54.5 million in total current
assets available to pay $75.9 million in total current
liabilities.

Net loss attributable to common shareholders for the quarter
totaled $27.9 million compared to a net loss attributable to
common shareholders of $20.5 million for the same quarter in 2006.
For the six months ended June 30, CTI posted a net loss
attributable to common shareholders of $56.6 million compared to
$72.4 million in 2006.  The net loss attributable to common
shareholders for the six months ended June 30, 2006, included
$24.5 million in make-whole interest expense as well as an
$8.0 million gain on the exchange of convertible notes.

The company ended the quarter with $43.8 million in cash and cash
equivalents, securities available-for-sale, and interest
receivable before taking into account the $20.25 million in gross
proceeds received from its Series C financing in July.

"The recent acquisition of Systems Medicine Inc. (Smi) is the
first of two steps in strengthening our product pipeline and
repositioning CTI to enter the commercial oncology market," said
James A. Bianco, M.D., president and chief executive officer of
CTI.  "We are on track for completing the second step, acquiring a
marketed product to re-establish our commercial efforts in the
blood-related cancer market as well as hiring an industry veteran
to lead our commercial operations this quarter.

                          Recent Events

  -- Announced acquisition of SMi, leveraging SMi's partnerships
     and systems biology approach to cancer therapy, bringing
     renowned cancer drug development expertise and industry
     veterans to CTI, and adding a phase II drug candidate,
     Brostallicin, to CTI's pipeline

  -- Raised approximately $37.2 million in gross proceeds from the
     sale of Series B 3% Convertible Preferred Stock and warrants

  -- Announced interim results of pixantrone combination therapy,
     known as CPOP-R, in the RAPID (PIX203) clinical trial, which
     demonstrated effectiveness equivalent to standard therapy
     with reduced severe toxicities, including heart damage,
     compared to the CHOP-R treatment regimen

  -- Reported that XYOTAX9TM) (paclitaxel poliglumex, CT-2103) is
     more cost effective with fewer side effects compared to
     gemcitabine or vinorelbine and on the impact of estradiol in
     non-small cell lung cancer clinical trials at the 2007 Annual
     Meeting of the American Society of Clinical Oncology (ASCO)

  -- Announced the appointment of former Amgen-Immunex executives
     to the management team of its Aequus BioPharma Inc.
     subsidiary

  -- Obtained authorization of share increase at special meeting
     of shareholders in April

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2260

                       Going Concern Doubt

The company's management says the company has incurred losses
since inception.  The company has approximately $55.9 million in
principal due on its convertible subordinated and senior
subordinated notes in June 2008 and the company's existing cash
and cash equivalents, securities available-for-sale and interest
receivable is not sufficient to repay these notes and to fund the
company's planned operations for the next twelve months.  The
company's management believes that these factors raise substantial
doubt about the company's ability to continue as a going concern.
                 
                     About Cell Therapeutics

Based in Seattle, Cell Therapeutics Inc. (NasdaqGM: CTIC) --
http://cticseattle.com/-- is a biopharmaceutical company  
committed to developing an integrated portfolio of oncology
products aimed at making cancer more treatable.


CLAYTON WILLIAMS: Offers to Sell Various Assets to Reduce Debt
--------------------------------------------------------------
Clayton Williams Energy Inc. contracted with the Oil & Gas
Clearinghouse to offer for sale its production in the South
Louisiana area, the majority of which is located in Plaquemines
Parish.  The company operates over 30 wells in the area, with a
combined average net production of about 35,000 Mcf of gas per day
and 1,600 barrels of oil per day.

The company is also offering for sale two 2,000 HP drilling rigs
that are currently under construction.  To date, the company has
invested about $23 million in these rigs.  In addition, Larclay
JV, a joint venture with Lariat Services Inc., has offered for
sale both of its 2,000 HP rigs.  The remaining ten drilling rigs
in the Larclay fleet are actively drilling for either another
operator or the company.

If adequate consideration is received for these assets, the
company intends to use the net proceeds from the sales to reduce
the balance outstanding on its revolving bank credit facility.
Larclay JV will also reduce its indebtedness with any net proceeds
received upon the sale of its drilling rigs.

              Exploration and Development Activities

Clayton Williams provided an update on its exploration and
development activities by area.

North Louisiana

The company continues to be encouraged by the results of its
drilling program in the Terryville prospect in Lincoln Parish,
where it has drilled a total of 11 wells in the Cotton Valley/Gray
sand intervals since mid-2006. Of the total wells drilled, five
are currently producing at a combined daily rate of 12,300 Mcf
gross (7,640 net) of gas and 270 barrels gross (172 net) of oil.  
In addition, two wells have been drilled and are in the process of
being completed.  The company is currently drilling three
development wells in the prospect and plans to drill up to seven
additional development wells this year.

As previously announced in June 2007, the company temporarily
abandoned the David Barton #1, an exploratory well in its
Winnsboro prospect in Richland Parish prior to reaching the target
interval.  Based on its geological evaluation, the company
recorded a pre-tax charge of $8.6 million related to the
abandonment of this well in the second quarter of 2007.  The
company may drill an offset to the Barton well in late 2007 or
2008 in order to test the pressured Bossier interval in this area.
The company has about 188,000 acres leased for Bossier drilling in
North Louisiana.

"We are pleased with the recent Cotton Valley/Gray sand successes
in the Terryville area and remain hopeful about our Bossier
prospects in North Louisiana, as well," stated Clayton W.
Williams, Jr., the company's president and chief executive
officer.

East Texas Bossier

The company continues to drill the Big Bill Simpson #1, a 19,000-
foot exploratory well in Leon County (70% working interest), and
the Margarita #1, a 20,000-foot exploratory well in Robertson
County (100% working interest), both targeting the Bossier
formation. Both wells have set intermediate casing and are
expected to reach total depth in the last half of 2007.  Depending
upon drilling results of these two wells, the company may begin
drilling operations on additional East Texas Bossier wells in
2007.

Other

The company currently plans to keep one rig actively drilling
developmental wells in the Permian Basin.  In addition, the
company has initiated an in-fill drilling program on its core
acreage block in the Austin Chalk (Trend) area and plans to keep
one rig continuously working in this area for the near term.

                      About Clayton Williams

Clayton Williams Energy Inc. (NasdaqGM: CWEI) --
http://www.claytonwilliams.com/-- is an independent energy  
company located in Midland, Texas.  It holds interests primarily
in the Permian Basin, Louisiana; and the Austin Chalk and Cotton
Valley Reef of Texas.

                          *     *     *

As reported in the Troubled Company Reporter on April 26, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on oil and gas exploration and production company
Clayton Williams Energy Inc. and revised the outlook on the
company to negative from stable.  As of Dec. 31, 2006, Clayton
Williams had roughly $430 million of debt outstanding.   "The
negative outlook reflects our concerns about Clayton Williams'
ability to improve operating results and reduce its heavy debt
burden in the near term," said Standard & Poor's credit
analyst Paul Harvey.


COMM 2004-LNB3: S&P Affirms Low-B Ratings on Six Cert. Classes
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
classes of commercial mortgage pass-through certificates from COMM
2004-LNB3.  Concurrently, S&P affirmed its ratings on 17 classes
from the same series.
     
The raised and affirmed ratings reflect credit enhancement levels
that provide adequate support through various stress scenarios.  
The upgrades also reflect the defeasance of the collateral
securing 17% ($218.5 million) of the pool.
     
As of the July 10, 2007, remittance report, the trust collateral
consisted of 93 mortgage loans with an outstanding principal
balance of $1.28 billion, down slightly from 94 loans totaling
$1.34 billion at issuance.  The master servicer, Midland Loan
Services Inc., reported primarily year-end 2006 financial
information for 99% of the pool, which excludes the aforementioned
defeasance as well as two credit tenant lease loans ($11.4
million).  Based on this information, Standard & Poor's calculated
a weighted average debt service coverage of 1.85x, up from 1.63x
at issuance.  Although all of the loans in the pool are current,
one loan ($4.4 million) is with the special servicer, CWCapital
Asset Management.  The trust has experienced no losses to date.
     
The top 10 exposures secured by real estate have an aggregate
outstanding balance of $653.1 million (51%) and a weighted average
DSC of 2.14x, up significantly from 1.87x at issuance.  However,
two of the top 10 exposures are on the master servicer's watchlist
and are discussed below.  Standard & Poor's reviewed the property
inspection reports provided by Midland for the assets underlying
the top 10 exposures, and all were reported to be in "good" or
"excellent" condition.
     
Five exposures exhibited credit characteristics consistent with
those of investment-grade obligations at issuance and continue to
do so.  Details are as follows:

     -- The largest exposure in the pool, Garden State Plaza, is
        secured by 1.5 million sq. ft. of a 2.0 million-sq.-ft.
        super-regional mall in Paramus, New Jersey.  The loan is
        a $520 million interest-only A note that is split into
        four pari passu pieces, of which $130 million (10%) is
        the trust balance.  The mall's performance has been
        stable since issuance.  Reported occupancy was 99% and
        DSC was 2.62x as of year-end 2006, compared with
        occupancy of 98% and a DSC of 2.36x at issuance.

     -- The second-largest exposure in the pool, 731 Lexington
        Avenue-Bloomberg Headquarters, is secured by a 694,600-
        sq.-ft. class A office condominium interest in a 1.4
        million-sq.-ft. property in Manhattan.  The property is
        encumbered by a $301.7 million A note that is split into
        four pari passu pieces, of which $120.1 million (9%) is
        the trust balance.  In addition, there is an $86 million
        B note held outside the trust.  Reported DSC was 2.79x
        as of year-end 2006, and occupancy was 100% as of April
        2007.  The master servicer reported a 75% improvement in
        the net cash flow since issuance due to significantly
        higher revenue, which reflects the full lease-up of its
        single tenant.

     -- The third-largest exposure in the pool, DDR-Macquarie
        portfolio, has an interest-only A note with a whole-loan
        balance of $172.9 million.  The note is split into four
        pari passu pieces, of which $75 million (6%) is the trust
        balance.  In May 2007, two of the properties securing the
        loan were released for $42.1 million, which was used to
        pay down the floating-rate note component.  The remaining
        real estate collateral securing this loan includes 19
        anchored community shopping centers located across five
        states.  Standard & Poor's underwritten NCF has decreased
        since issuance due to a decline in revenue.  Combined
        occupancy was 91% and DSC was 2.73x as of year-end 2006.
        The DDR-Macquarie portfolio loan was placed on the master
        servicer's watchlist because an anchor tenant at one of
        the 19 remaining properties vacated its space. The
        borrower is actively marketing the space.

     -- The fourth-largest exposure in the pool, Tysons Corner
        Center, has a trust balance of $61.3 million (5%) and a
        whole-loan balance of $333.5 million.  The whole loan
        consists of an A note that is split into four pari passu
        pieces.  The loan is secured by 1.6 million sq. ft. of a
        2.3 million-sq.-ft. super-regional retail mall in McLean,
        Virginia.  Standard & Poor's underwritten NCF has
        increased by 21% since issuance.  The property reported a
        DSC of 3.10x and occupancy of 98% as of Dec. 31, 2006.

     -- The AFR/Bank of America portfolio has a whole-loan
        balance of $375.8 million.  The loan consists of a
        $290.4 million A note that is split into six pari passu
        pieces, of which $17.1 million (1%) is the trust's
        balance.  The properties in the portfolio are also
        encumbered by an $85.4 million B note that is represented
        by the S-AFR1, S-AFR2, S-AFR3, and S-AFR4 nonpooled
        certificates in GMAC Commercial Mortgage Securities
        Inc.'s series 2003-C3; S&P affirmed its ratings on these
        certificates on Aug. 1, 2007.  The raked certificates
        derived 100% of their cash flows from the B note.  To
        date, the collateral for $71 million of the whole-loan
        balance has been defeased, $3.2 million of which
        represents the trust's portion of the outstanding loan
        balance.

The remaining real estate collateral securing this loan includes
122 office complexes and retail bank branches totaling 6 million
sq. ft. in various locations throughout the U.S. While the
AFR/Bank of America portfolio's operating performance has remained
stable, operating expenses have exceeded Standard & Poor's
underwriting expectations.  This has been mitigated, in part, by
the defeasance noted above.  In addition, S&P expect additional
collateral will be defeased by year-end 2007.  DSC and occupancy
were reported at 2.02x and 91%, respectively, as of March 2007.
     
The sole asset with the special servicer, Broadway Place, is a 72-
unit multifamily apartment complex in Myrtle Beach, South
Carolina, which is encumbered by a $4.4 million loan that is
current.  The loan was transferred to CWCapital in June 2005 due
to a monetary default.  The loan was fully reinstated in May 2007
and is scheduled to be returned to the master servicer as early as
next month following the resolution of an outstanding insurance
claim issue and the borrower fulfilling all of its payment
obligations.
     
The master servicer reported 12 loans totaling $215.3 million
(17%) on the watchlist.  The DDR-Macquarie portfolio and one other
top-10 exposure together represent approximately 59%
($128 million) of the loans on the watchlist.  The sixth-largest
exposure, Equity Industrial Partners portfolio, is secured by five
industrial/office buildings totaling 1.96 million sq. ft. in
Plainfield, Connecticut, and various cities in Massachusetts.  The
$53 million (4%) loan is on the watchlist due to a decrease in DSC
to 1.07x as of December 2006 from 1.31x at issuance.  S&P
attribute the decrease to low occupancy at one of the properties.  
Combined occupancy for the portfolio was 95% as of April 2007.  
     
Standard & Poor's stressed various assets in the mortgage pool as
part of its analysis, including those with the special servicer,
on the watchlist, or otherwise considered credit impaired.  The
resultant credit enhancement levels adequately support the raised
and affirmed ratings.
  
Ratings Raised
     
COMM 2004-LNB3
Commercial mortgage pass-through certificates

                  Rating
                  ------
          Class    To        From     Credit enhancement
          -----    --        ----      ----------------
          B        AA+       AA            12.81%
          C        AA        AA-           11.50%
          D        A+        A              9.28%

Ratings Affirmed

COMM 2004-LNB3
Commercial mortgage pass-through certificates

               Class     Rating    Credit enhancement
               -----     ------     ----------------
               A-1       AAA             15.94%
               A-1A      AAA             15.94%
               A-2       AAA             15.94%
               A-3       AAA             15.94%
               A-4       AAA             15.94%
               A-5       AAA             15.94%
               E         A-               7.32%
               F         BBB+             6.14%
               G         BBB              5.10%
               H         BBB-             4.18%
               J         BB+              3.27%
               K         BB               2.74%
               L         BB-              2.48%
               M         B+               2.09%
               N         B                1.70%
               O         B-               1.31%
               X         AAA               N/A
                

                     N/A - Not applicable.


COMMUNICATIONS & POWER: Completes $22MM Buyout of Malibu Research
-----------------------------------------------------------------
Communications & Power Industries Inc. has completed its
acquisition of Malibu Research Associates Inc.  Under the terms of
the acquisition, CPI, a subsidiary of CPI International Inc.,
purchased all outstanding common stock of Malibu Research
Associates, a privately held company, for approximately
$22 million in cash.  

The acquisition was funded entirely from CPI's cash on hand.  CPI
has agreed to make up to $15 million in additional earnout
payments, which are contingent upon the achievement of certain
financial objectives over the three years after the acquisition.

Malibu Research Associates will remain in its California
headquarters, where it will operate as an independent division of
CPI.  The division manager of Malibu Research Associates will
report directly to Bob Fickett, president and chief operating
officer of CPI.
    
The acquisition will expand CPI's product offering to both new and
existing customers in the radar, electronic warfare and
communications markets.  Malibu Research Associates' customers
include major aerospace and defense contractors and government
agencies.  

Its current programs include advanced antenna solutions for the
airborne and ground nodes of the tactical common data link (TCDL)
network for various platforms, including UAVs.  TCDL is a high-
bandwidth digital data link that transmits and receives real-time
command and control, intelligence, surveillance and reconnaissance
data between manned and unmanned airborne platforms and their
associated ground-based and ship-based terminals.
    
"We look forward to working with the team at Malibu Research
Associates to manufacture and distribute their cutting-edge radar
and communications products using CPI's established production
capabilities and extensive global sales channels," Joe Caldarelli,
chief executive officer of CPI, said.  "This acquisition furthers
CPI's goal of providing complementary, technologically advanced
products and services to our existing markets and customers, while
gaining innovative technology and exciting opportunities for
future growth."
    
The acquisition is expected to be accretive in fiscal 2008,
excluding the impact of purchase accounting, and increasingly
accretive in fiscal 2009.

                About Malibu Research Associates Inc.

Headquartered in Camarillo, California, Malibu Research Associates
Inc. -- http://www.maliburesearch.com/-- designs and manufactures  
advanced antenna systems for radar, radar simulators and telemetry
systems, well as for strategically vital data links used in
ground, airborne, unmanned aerial vehicles and shipboard systems.

                     About CPI International Inc.

Headquartered in Palo Alto, California, CPI International Inc.
(Nasdaq: CPII) -- http://www.cpii.com/-- is the parent company of
Communications & Power Industries Inc., that provides microwave,
radio frequency, power and control solutions for critical defense,
communications, medical, scientific and other applications.  Its
wholly owned subsidiary, Communications & Power Industries, Inc.
develops, manufactures and distributes products used to generate,
amplify and transmit high-power/high-frequency microwave and radio
frequency signals and/or provide power and control for various
applications.

                         *     *     *

AS reported in the Troubled Company Reporter on July 23, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Communications & Power Industries Inc. and its parent, CPI
International Inc., including the 'B+' corporate credit rating on
both entities.  The outlook is stable.


CONSUMERS ENERGY: Paying Preferred Stock Dividends on Oct. 1
------------------------------------------------------------
The board of directors of Consumers Energy, the principal
subsidiary of CMS Energy, has declared regular quarterly dividends
on both series of the company's preferred stock.
    
These dividends are payable Oct.1, 2007 to shareholders of
record Sept. 6, 2007:

   a) $1.04 per share on the $4.16 stock (NYSE: CMS_pa); and

   b) $1.125 per share on the $4.50 stock (NYSE: CMS_pb).
    
Also, a dividend of $0.96875 per security on CMS Energy's
Quarterly Income Preferred Securities (NYSE: CMS_pz) is payable
Oct. 15, 2007, to holders of record on Sept. 30, 2007.  

CMS Energy will pay the trustee the interest on related debentures
to cover the dividend.

Headquartered in Jackson, Michigan, Consumers Energy Company
(NYSE: CMS-PA, CMS-PB) -- http://www.consumersenergy.com/-- is a
combination of electric and natural gas utility that serves more
than 3.5 million customers in Michigan's Lower Peninsula.

                          *    *    *

As reported in the Troubled Company Reporter on March 14, 2007,
Moody's Investors Service upgraded the rating on Consumers
Energy's preferred stock to 'BB+' from 'BB-'.


CORSO BROTHERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Corso Brothers Construction Corp.
        2434 South 10th Street
        Philadelphia, PA 19148-3624

Bankruptcy Case No.: 07-14658

Type of Business: The Debtor is a quality home builder.
                  See http://www.corsobrothers.com/

Chapter 11 Petition Date: August 10, 2007

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Albert A. Ciardi, III, Esq.
                  Ciardi & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 1930
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


CROWN MEDIA: June 30 Balance Sheet Upside-Down by $588 Million
--------------------------------------------------------------
Crown Media Holdings Inc. had total assets of $749.4 million,
total liabilities of $1.3 billion, and total stockholders' deficit
of $588 million as of June 30, 2007.

The company held cash equivalents of $6.9 million and
$10.8 million as of June 30, 2007, and 2006, respectively.

                        Operating Results

The compay had net loss for the three month period ended June 30,
2007, totaled $43.7 million, compared to $227.4 million in the
second quarter of 2006.  Cash provided in operating activities
totaled $4.7 million for the second quarter of 2007, compared to
$2 million for the same period last year.

Crown Media reported revenue of $55.9 million for the second
quarter of 2007, an 11% increase from $50.5 million for the second
quarter of 2006.  Subscriber fee revenue in the second quarter
increased 2% to $6.5 million, from $6.4 million in the prior
year's quarter, as a result of a net effective rate that was
higher on average and an increase in the number of subscribers
under certain new and existing agreements.  Advertising revenue
increased 13% to $49.3 million during the quarter, from
$43.5 million in the second quarter of 2006, reflecting higher
advertising rates, offset in part by a growth in the company's
audience deficiency reserve.  Crown Media did not have licensing
fees from our film library during the quarter ended June 30, 2007,
as we sold our film assets in December 2006.  Licensing fees for
our film library were $518,000 during the prior year's quarter.

The net loss for the six month period ended June 30, 2007, totaled
$83.9 million, compared to $274.7 million in the same period of
2006.  Cash used in operating activities totaled $8.1 million for
the six months ended June 30, 2007, compared to $18.4 million for
the same period last year.

Crown Media reported revenue of $109.5 million for the six months
ended June 30, 2007, a 15% increase from $95.5 million for the
same period of 2006.  Subscriber fee revenue for the six months
ended June 30, 2007, increased 11% to $14 million, from
$12.6 million in the prior year's period, as a result of higher
net effective rates on average and an increase in the number of
subscribers.  Advertising revenue increased 16% to $95.3 million
during the six months ended June 30, 2007, from $81.9 million for
the same period of 2006, reflecting higher advertising rates.  We
did not have licensing fees from Crown Media's film library during
the six months ended June 30, 2007, as Crown Media sold its film
assets in December 2006.  Licensing fees for our film library were
$788,000 during the prior year's period.

                      Management's Comments

"I am pleased to report that the second quarter delivered
continued strength in our core business fundamentals," remarked
Henry Schleiff, president and chief executive officer of Crown
Media.  "We experienced significant subscriber expansion, and now
stand at over 83 million subs, the appeal of and demand for our
original programming and family friendly series continues to place
us among the top-rated cable channels, and advertisers in growing
numbers are rewarding us for the unique niche that Hallmark
Channel has with our increasingly important demographic of women,
25-54.

"This month marks the sixth anniversary since the Channel's launch
in August 2001.  It has been a remarkable journey, going from a
part-time channel with 33 million subscribers, ranked twenty-ninth
in Prime Time ratings to a top-ten rated cable channel for the
2007 year to date with over 83 million subscribers.  Since 2001,
Hallmark Channel has been America's fastest growing cable network
and one of the most successful launches in television history.  
Continued strong demand from advertisers and an ambitious slate
next year of 30 original programming events will help drive our
continued success."

                        About Crown Media

Headquartered in Studio City, Calif., Crown Media Holdings Inc.
(NASDAQ: CRWN) -- http://www.crownmediaholdings.com/-- currently
operates and distributes the Hallmark Channel in the U.S. to over
82 million subscribers.  The program service is distributed
through 5,300 cable systems and communities as well as direct-to-
home satellite services across the country.   Significant
investors in Crown Media Holdings include: Hallmark Entertainment
Holdings Inc., a subsidiary of Hallmark Cards Incorporated,
Liberty Media Corp., and J.P. Morgan Partners (BHCA) LP, each
through their investments in Hallmark Entertainment Investments
Co.; VISN Management Corp., a for-profit subsidiary of the
National Interfaith Cable Coalition; and The DIRECTV Group Inc.


DANJO AUTOMOTIVE: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Danjo Automotive Corp.
        43-43 Northern Boulevard
        Long Island City, NY 11101

Bankruptcy Case No.: 07-44323

Type of business: The Debtor is an auto dealer.

Chapter 11 Petition Date: August 10, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Eric J. Snyder, Esq.
                  Siller Wilk, L.L.P.
                  675 Third Avenue, 9th Floor
                  New York, NY 10017
                  Tel: (212) 421-2233
                  Fax: (212) 752-6380

Total Assets: $5,647,406

Total Debts:  $9,718,941

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ford Motor Creditor            value of security:      $7,735,000
Omni Plaza                     $5,000,000
333 Earle Ovington Boulevard
Uniondale, NY 11553

Joel W. Tabas, Trustee                                   $925,000
c/o Robert W. Curtis &
Associates
155 Duane Street
New York, NY 10013

Automotive Protection Corp.                              $300,000
6010 Atlantic Boulevard
Norcross, GA 30071

P.&A. Pellarin Associates                                $200,000

Saso, L.L.C.                                             $116,000

North Fork Bank                                          $100,000

Brian S. Behar, Esq.                                      $20,000

E.&M. Distributors                                        $11,142

Lojack                                                    $10,825

T.M.&T. Services                                           $6,876

Royal Auto Center, Inc.                                    $6,439

North Star Auto Diagnostic                                 $5,364

Dean's Auto Body, Inc.                                     $5,208

C.S. Auto Sunroofs, Inc.                                   $3,600

Mitsubishi Motors North America                            $3,452

Dial-A-Balloon                                             $3,077

Gasgo Petroleum                                            $2,625

C.Y. Prisyon                                               $2,602

Dentmann                                                   $1,720

White Gold Auto Transport                                  $1,625


DENNY'S CORP: M. Jenkins Leaves SVP and Chief Mktg. Officer Posts
-----------------------------------------------------------------
Denny's Corporation and Margaret L. Jenkins, senior vice
president, marketing and chief marketing officer of the company,
agreed that Ms. Jenkins' employment with the company would
terminate effective Aug. 31, 2007.

In connection with her termination the company, through its
subsidiary Denny's Inc., and Ms. Jenkins entered into a separation
agreement, the material terms of which include, in exchange for
her complete release of any and all claims against the company and
her agreement to a 24 month non-compete and no solicitation
provision:

   i. a lump sum severance payment by the company to Ms. Jenkins
      in the amount of $1,338,150 representing 200% of her current
      base salary, target annual incentive bonus and car   
      allowance;

  ii. the immediate vesting of all stock option awards from the
      company to Ms. Jenkins and the extension to Ms. Jenkins of
      the right to exercise her vested stock options for the
      lesser of the remaining term of the stock option or 36
      months; and

iii. a one-time payment from the company to Ms. Jenkins equal to,
      for a 24 month period, the difference between the COBRA rate
      for continuation of the company's group health benefits and
      the current active employee group health benefit premium
      rate.

                    About Denny's Corporation

Headquartered in Spartanburg, South Carolina, Denny's Corporation
(Nasdaq: DENN) -- http://www.dennys.com/-- is a full-service  
family restaurant chain in the U.S., with 521 company-owned units
and 1,024 franchised and licensed units, with operations in the
United States, Canada, Costa Rica, Guam, Mexico, New Zealand and
Puerto Rico.

                          *     *     *

Denny's Corp. carries Standard & Poor's 'B+' Long Term Foreign
Issuer and 'B+' Long Term Local Issuer ratings.


DIRECT INSITE: Earns $617,000 in Second Quarter Ended June 30
-------------------------------------------------------------
Direct Insite Corp. reported that net income increased 173% to
$617,000 for the quarter ended June 30, 2007, from $226,000 for
the quarter ended June 30, 2006.  

Net income increased 431.6% to $1,018,000 for the six months ended
June 30, 2007 compared to a net loss of $307,000 for the six
months ended June 30, 2006.

Revenue from recurring ASP IOL services showed strong growth,
increasing 20.5% to $1,895,000 for the three months ended
June 30, 2007 compared to recurring revenue of $1,573,000 for the
three months ended June 30, 2006.  

For the six months ended June 30, 2007 recurring revenue grew
13.7% to $3,559,000 compared to recurring revenue of $3,131,000
for the same period in 2006.  Total revenue for the second quarter
2007 was $2,580,000, a 17.5% increase over revenue of $2,196,000
in the second quarter of 2006.  

Total revenue for the six months ended June 30, 2007, was
$4,834,000, a 14.8% increase over revenue of $4,211,000 for
the first six months of 2006.

"Our strong results in the first half of 2007 demonstrate the
breadth and depth of our global capabilities and the continued
success of our business strategy," said James A. Cannavino,
Chairman and CEO of Direct Insite.  "Continued acceptance and
deployment of our services across current and new customers, and
increasing recurring revenue streams, provides a solid base for
further growth," said Mr. Cannavino.

Cash flows from continuing operations improved 416.7% to
$1,731,000 for the six months ended June 30, 2007 compared to cash
flows from continuing operations of $335,000 for the same period
in 2006.

The company reported total assets of $3.7 million, total
liabilities of $6.3 million, and total stockholders' deficit of
$2.6 million as of June 30, 2007.

Full-text copies of the company's financial statements are
available for free at http://researcharchives.com/t/s?2269

                       About Direct Insite

Headquartered in Bohemia, New York, Direct Insite Corp.
(OTC BB: DIRI.OB) -- http://www.directinsite.com/-- provides  
financial supply chain automation across Procure-to-Pay and Order-
to-Cash processes.  The company's global eInvoice Management
services automate complex manual business processes such as
invoice validation, order matching, consolidation, dispute
handling, and e-payment processing.  Direct Insite solutions are
used by more than 7,000 corporations across 62 countries, 15
languages and multiple currencies.


ENCYSIVE PHARMA: June 30 Balance Sheet Upside-Down by $129.3 Mil.
-----------------------------------------------------------------
Encysive Pharmaceuticals reported on Aug. 6, 2007, its financial
results for the second quarter ended June 30, 2007.

Encysive Pharmaceuticals's consolidated balance sheet at June 30,
2007, showed $90.7 million in total assets, $220.0 million in
total liabilities, resulting in a $129.3 million in total
stockholders' deficit.

For the second quarter of 2007, the company reported a net loss of
$33.9 million, compared to a net loss of $28.0 million, for the
same period in 2006.  The net loss for the second quarter included
a restructuring charge of approximately $7.9 million.

Revenues of $8.9 million for the second quarter of 2007, compared
to $3.7 million for the second quarter of 2006, reflected
approximately $2.0 million in Thelin(R) European sales and a year-
over-year increase in Argatroban royalty income of approximately
$3.0 million.  The growth in Argatroban royalty income, which was
responsible for the year-over-year increase in revenues, was due
to higher sales of Argatroban and a corresponding higher royalty
rate, as cumulative sales reached a higher royalty tier within the
agreement.  Since the Argatroban royalty income is used to pay the
outstanding Argatroban notes, the royalty income is not available
to fund the company's operational requirements.

"We continue to make progress commercializing Thelin(R)  
(sitaxentan sodium) in Europe, and recognize there is much more
work to do including launches in additional countries, before we
will have fully realized the value of Thelin(TM).  We have
significantly reorganized the company in order to better manage
the challenges ahead, and are taking the appropriate steps in
order to maximize the value of the assets we have while reducing
our expenses," said George W. Cole, president and chief executive
officer of Encysive Pharmaceuticals.  "While we were very
disappointed in the Food and Drug Administration's (FDA) decision
to not approve Thelin(TM) at this time, we will continue to work
to obtain approval."

              Second Quarter 2007 Financial Overview

Research and development spending for the second quarter of 2007
of $16.7 million, was higher than last year's R&D spending in the
second quarter of $14.7 million, due to ongoing long-term safety
studies of Thelin(TM) (STRIDE-3), the Phase II study evaluating
Thelin(TM) in diastolic heart failure, Phase II dose-ranging study
of oral TBC3711, the company's next-generation, highly selective
endothelin receptor antagonist, in resistant hypertension, and
support of global Thelin(TM) regulatory submissions.

Sales and marketing expenses were $9.6 million for the current
quarter as compared to $11.8 million for the second quarter in
2006.  General and administrative expenses were $6.3 million for
the second quarter of 2007, as compared to $5.4 million during the
same period in 2006.

Cash, cash equivalents and accrued interest at June 30, 2007, was
$65 million, compared to $43.8 million at Dec. 31, 2006.  The
June 30 balance includes $27.1 million in net proceeds from the
company's equity line of credit with Azimuth Opportunity Ltd.,
approximately $10.2 million of previously restricted cash, related
to the Argatroban notes received upon the resolution of a United
Kingdom tax withholding issue, and approximately $4.3 million in
Argatroban royalties which was used to pay principal and interest
on the Argatroban notes on July 2.

At the end of the second quarter the company announced that it is
implementing a strategic restructuring in order to focus its
resources on its most promising assets.  The company's U.S.
workforce was reduced by approximately 150 employees, including
its U.S. sales force.  The company also eliminated the position of
chief operating officer.

Cash severance payments were provided to employees directly
affected by the workforce reduction.  The company estimates that
it will record approximately $15 million in restructuring and
severance costs in 2007, of which approximately $7.9 million was
recorded in the second quarter.  The company also expects that, as
a result of the strategic restructuring, its ongoing quarterly
operating expenses will be approximately $20 million in Q3 2007,
reducing to approximately $15 million in Q4 2007.

Full-text copies of the comopany's consolidated financial
statemetns for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2258

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 30, 2007,
KPMG LLP, in Houston, expressed substantial doubt about Encysive
Pharmaceuticals Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring losses from operations and
net capital deficiency.
                  
                  About Encysive Pharmaceuticals

Headquartered in Houston, Texas, Encysive Pharmaceuticals Inc.
(Nasdaq: ENCY) -- http://www.encysive.com/-- is a    
biopharmaceutical company engaged in the discovery, development
and commercialization of novel, synthetic, small molecule
compounds to address unmet medical needs.  The company's research
and development programs are predominantly focused on the
treatment and prevention of interrelated diseases of the vascular
endothelium and exploit its expertise in the area of the
intravascular inflammatory process, referred to as the
inflammatory cascade, and vascular diseases.


ENDOCARE INC: Board OKs One-For-Three Reverse Common Stock Split
----------------------------------------------------------------
The board of directors of Endocare Inc. has authorized the company
to proceed with a one-for-three reverse stock split of its
outstanding common stock in order to satisfy the minimum bid price
requirement for initial listing on The NASDAQ Capital Market.  The
record date established for the reverse split is Aug. 20, 2007.

Chief executive officer, Craig T. Davenport disclosed that
Endocare stockholders had approved the proposal for the reverse
stock split permitting the company's board to implement the
reverse split at its discretion.  He said that pending final
approval, he believes trading could commence on NASDAQ as early as
September 2007.

Effective Aug. 21, 2007, Endocare Inc. common stock will trade on
the OTC Bulletin Board on a split-adjusted basis under a trading
symbol to be assigned by the OTC Bulletin Board.  It is expected
that Endocare's common stock will resume trading under the symbol
“ENDO” when the NASDAQ listing becomes effective.

“The company was delisted by NASDAQ in January 2003 because the
company was not in regulatory compliance with its SEC filing
obligations, Mr. Davenport said.  “Since June 2004, when the
company reestablished full compliance with its SEC filing
obligations, it has been a priority of the board and management to
have our common stock traded on a national exchange.  While there
can be no guarantee whether or when NASDAQ will approve our
application, we are confident that with the completion of the
reverse stock split, we will have met all of the quantitative
requirements for our shares to be traded on The NASDAQ Capital
Market.”

Stockholders of record on Aug. 20, 2007 will be sent instructions
for exchanging their existing stock certificates for new stock
certificates.  Stockholders with shares held in street name with a
brokerage firm will have their accounts adjusted by their
respective brokers.  Stockholders should not destroy any stock
certificates and should not submit any certificates to the
company's transfer agent until requested to do so.

Questions regarding this exchange process can be addressed by
contacting Computershare Trust Company N.A. at (800) 962-4284.

The company's board reserves the right, exercisable at any time
prior to the effectiveness of the stock split, to modify the ratio
or record date of the stock split or to not proceed with the stock
split.

                       About Endocare Inc.

Based in Irvine, California, Endocare Inc. (OTCBB: ENDO) --
http://www.endocare.com-- is an innovative medical device company  
providing minimally invasive technologies for tissue and tumor
ablation.  Endocare has concentrated on developing technologies
for the treatment of prostate cancer and believes that its
proprietary technologies have broad applications across a number
of markets, including the ablation of tumors in the kidney, lung
and liver and palliative intervention.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 27, 2007,
Ernst & Young LLP, in Los Angeles, expressed substantial doubt
about Endocare Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring operating losses, cash flow deficits, and
working capital deficiency.


EPOCH 2000: Fitch Holds "CC" Rating on Class IV Notes
-----------------------------------------------------
Fitch upgraded three tranches of EPOCH 2000-1, Ltd.  The actions
are a result of Fitch's review process and are effective
immediately:

-- $81,500,000 class I notes upgraded to 'BBB+' from 'BB+';

-- $23,750,000 class II notes upgraded to 'BB-' from 'B-'/'DR2';

-- $14,000,000 class III notes upgraded to 'B'/'DR1' from
    'CCC'/'DR5';

-- $31,762,802 class IV notes remain at 'CC'/'DR6'.

The upgrades are a result of stable portfolio performance and
improved credit enhancement levels.  Since the last review in
February 2006, credit enhancement has increased as a result of
accumulation of funds in the reserve account.  The reserve account
currently has in excess of $5.6 million.  In addition, the
likelihood of credit events has reduced with the relatively short
amount of time left until maturity.  Upon maturity, any amounts in
the reserve account will be used to pay back any written-down
notes with interest in order of seniority.

EPOCH 2000-1, Limited, incorporated under the laws of the Cayman
Islands, was created to enter into a credit default swap with
Morgan Stanley Credit Products, Ltd. and to issue the above-
referenced securities.  The notes are supported by the cash flows
of the collateral, as well as the credit default swap premium paid
by MSCPL.  The credit default swap references a portfolio of
securities, consisting predominantly of senior unsecured bonds.

The ratings assigned to the notes address the timely payment of
interest and ultimate payment of principal.


FURNITURE BRANDS: Closes $550 Mil. New Revolving Credit Facility
----------------------------------------------------------------
Furniture Brands International closed a long-term debt facility it
entered on Aug. 9, 2007, with certain financial institutions and
JPMorgan Chase Bank, N.A., as administrative agent.  The new
credit agreement is a revolving credit facility with a commitment
of $550 million, subject to a borrowing base of certain eligible
accounts receivable and inventory.  The facility allows for the
issuance of letters of credit of up to $100 million and cash
borrowings.  Interest under the facility for the first six months
will equal either:

     (i) the greater of the prime rate and the federal funds
         effective rate plus 1/2% for base rate loans, or

    (ii) 1.25% plus LIBOR for the applicable interest period for
         Eeurodollar loans.

After six months interest will fluctuate with average
availability.  The new facility is asset-based, and is secured by
all of the company's and its domestic subsidiaries' accounts
receivable, inventory, cash deposit and securities accounts and
certain intangibles.

The company borrowed funds under the new credit agreement to pay
in full the existing indebtedness in the amount of $150 million
owed by the company pursuant to the terms of its credit agreement
dated April 21, 2006.

The old credit agreement terminated upon the payment of those
amounts.  The company also repaid in full the $150 million in
senior notes issued under a note purchase agreement dated May 17,
2006.  Along with that repayment, the company paid a make-whole
premium of about $17 million and accrued interest of about
$2.5 million, terminating the note purchase agreement.  Partially
offsetting these amounts, the company received payment of
$2.8 million on an interest rate hedge.

W. G. Holliman, chairman and chief executive officer, commented:
"We made the decision several months ago to change our long-term
debt structure to more closely match our long-term strategy and
financial goals.  Our new facility was well over-subscribed by our
participating financial institutions, and we are pleased to have
brought it to conclusion.  We expect this new facility to give us
the capital structure and the flexibility we need to respond to
market conditions and to accommodate our growth initiatives."

                      About Furniture Brands

Based in St. Louis, Missouri, Furniture Brands International Inc.
(NYSE: FBN) -- http://www.furniturebrands.com/-- is one of  
America's residential furniture companies.  The company produces,
sources and markets its products under six of the best-known brand
names in the industry -- Broyhill, Lane, Thomasville, Henredon,
Drexel Heritage and Maitland-Smith.

                          *     *     *

As reported in the Troubled Company Reporter on June 26, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Furniture Brands International Inc. to 'BB-' from
'BBB-'.  The rating remains on CreditWatch with negative
implications, where it was placed on Feb. 28, 2007, because of
weakness in the company's business lines, and credit protection
measures below S&P's expectations for the rating.


GRAMERCY REAL: Fitch Rates $13.8 Mil. Class J Notes at BB
---------------------------------------------------------
Fitch assigned these ratings to Gramercy Real Estate CDO 2007-1,
Ltd./LLC, (collectively, the co-issuers), which closed
Aug. 8, 2007:

-- $704,000,000 class A-1 first priority senior secured floating
    rate term notes, due 2056 'AAA';

-- $121,000,000 class A-2 second priority senior secured floating
    rate term notes, due 2056 'AAA';

-- $116,600,000 class A-3 third priority senior secured floating
    rate term notes, due 2056 'AAA';

-- $29,500,000 class B-FL fourth priority floating rate term
    notes, due 2056 'AA';

-- $20,000,000 class B-FX fourth priority fixed rate term notes,
    due 2056 'AA';

-- $20,150,000 class C-FL fifth priority floating rate
    capitalized interest term notes, due 2056 'A+';

-- $3,500,000 class C-FX fifth priority fixed rate capitalized
    interest term notes, due 2056 'A+';

-- $4,400,000 class D sixth priority floating rate capitalized
    interest term notes, due 2056 'A';

-- $4,950,000 class E seventh priority floating rate capitalized
    interest term notes, due 2056 'A-';

-- $9,350,000 class F eighth priority floating rate capitalized
    interest term notes, due 2056 'BBB+';

-- $2,950,000 class G-FL ninth priority floating rate capitalized
    interest term notes, due 2056 'BBB';

-- $2,000,000 class G-FX ninth priority fixed rate capitalized
    interest term notes, due 2056 'BBB';

-- $2,000,000 class H-FL tenth priority floating rate capitalized
    interest term notes, due 2056 'BBB-';

-- $5,150,000 class H-FX tenth priority fixed rate capitalized
    interest term notes, due 2056 'BBB-';

-- $13,750,000 class J eleventh priority fixed rate capitalized
    interest term notes, due 2056 'BB-'.


GRUPO SENDA: Fitch Lifts Issuer Default Rating to B+
----------------------------------------------------
Fitch Ratings upgraded the local and foreign currency Issuer
Default Ratings of Grupo Senda Autotransporte, S.A., de C.V. to
'B+' from 'B'.  The Rating Outlook is Stable.

The upgrade of Grupo Senda's ratings reflect a significant
improvement in the company's financial profile due to the
generation of higher EBITDA and the reduction of debt.  During the
first half of 2007, the company generated $30 million of EBITDA,
an improvement from $23 million in the first half of 2006.  The
improved performance of Grupo Senda was due to the continued
integration of Transportes del Norte into Grupo Senda's business
model, the optimization of the company's existing routes and the
expansion into new routes, plus the decrease in operation costs
per kilometer.

For the last twelve months ended June 30, 2007, Grupo Senda
generated $59 million of EBITDA, an increase from $52 million in
2006.  The company's funds from operations increased at a similar
pace during this timer period to $35 million from $29 million.
Grupo Senda has used the increase in its cash flow plus a
reduction in capital expenditures to reduce its lease adjusted
total debt from $256 million as of Dec. 31, 2006 to $235 million
as of June 30, 2007.  As of June 30, 2007, Grupo Senda had $11
million of cash, a slight increase from $9 million at the end of
2006.  The company has $8 million of debt falling due before year-
end 2007.

July and December are typically the busiest months for the
transportation industry in Mexico.  Consequently, Grupo Senda
should generate more than $35 million of EBITDA in the second half
of the year.  This should result in an improvement in the
company's total debt-to-EBITDA ratio of 4x for the LTM ended
June 30, 2007 to less than 3.6x for 2007.  Meanwhile, the company
net debt-to-EBITDA ratio should improve from 3.8x to about 3.4x.

Compared with other passenger bus companies in Mexico, Grupo
Senda's business model allows the company to operate more
efficiently, better adapt to market conditions and provide higher
quality standardized services and enhanced safety.  The model
involves hiring drivers and other workers that are directly
employed by the company.  In contrast, most of Mexico's other
authorized bus transportation companies are owner-operated such
that the bus drivers typically own one or more of the buses they
operate and control shares of a cooperative company in proportion
to the number of buses owned.

The bus service market plays a significant role in the overall
passenger transportation sector of Mexico, accounting for
approximately 98% of the passenger tickets sold for intercity
travel.  Alternative means of transportation such as by airplane
or personal car are not economically viable for the average
traveler as about 93% of the Mexican population earns less than
$700 per month.  In the future, low-cost airlines will play a more
important role in intercity transportation.  

Considerable growth in per capita incomes will need to occur
before this represents a major threat for Grupo Senda, however,
this will take time.  Like other bus companies, Grupo Senda's
buses use diesel fuel.  The price of diesel fuel and gasoline is
controlled by the Mexican government and is below international
prices.  Any unforeseen change in the government's policy would
squeeze Grupo Senda's margins and would likely lead to a decline
in ticket sales.

Grupo Senda is a holding company and a leading provider of
interstate passenger bus transportation and package delivery
services covering 15 states and more than 120 cities in northeast
and central Mexico and 12 destinations in the state of Texas in
the United States.

In 2006, about 81% of Grupo Senda's revenues of about $256 million
was generated from its passenger transportation segment for public
intercity and chartered bus services and 19% from its personnel
division for intracity transportation services to industrial
facilities and educational institutions.  The company employs more
than 6,000 people and operates a fleet of more than 2,200 buses
operates under several subsidiaries and brands names and
transported about 53 million passengers in 2006.  The company's
most important subsidiary is TDN.  It was purchased in 2004 for
$155 million.


HARRAH'S OPERATING: Adjusts Conversion Price on $375MM Sr. Notes
----------------------------------------------------------------
Harrah's Operating Company Inc., a subsidiary of Harrah's
Entertainment Inc., has adjusted the conversion price under its
outstanding $375 million Floating Rate Contingent Convertible
Senior Notes due 2024, to $65.54 from $65.85, subject to further
adjustment.  

The adjustment was made pursuant to the terms of the indenture as
a result of the cash dividend of $0.40 per share of Harrah's
Entertainment common stock that was declared on July 19, 2007, and
which will be payable Aug. 22, 2007 to Harrah's Entertainment
stockholders of record as of the close of business on Aug. 8,
2007.

Headquartered in Las Vegas, Nevada, Harrah's Entertainment Inc. --
http://www.harrahs.com/-- through its wholly-owned subsidiary,  
Harrah's Operating Company Inc., operates 37 casinos, primarily
under the Harrah's, Caesar's, and Horseshoe brand names.

                          *     *     *

Standard and Poor's placed BB rating on Harrah's Operating Company
Inc.'s long term foreign and local issuer credit on December 2006.


HESPERIA LENDERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Hesperia Lenders, LLC
        5482 Longley Lane, Suite B
        Reno, NV 89511

Bankruptcy Case No.: 07-51068

Chapter 11 Petition Date: August 9, 2007

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Alan R. Smith, Esq.
                  505 Ridge Street
                  Reno, NV 89501
                  Tel: (775) 786-4579

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  Less than $50,000

The Debtor did not file a list of its 20 largest unsecured
creditors.


HORIZON LINES: Completes Capital Refinancing Transaction Series
---------------------------------------------------------------
Horizon Lines Inc. has closed on all transactions related to its
capital structure refinancing.  Earnings and free cash flow
guidance for the third quarter and full year 2007 were also
increased in recognition of the benefits resulting from the
refinancing.
    
Horizon Lines completed a series of transactions:

   -- repaid the $193.1 million balance, interest and fees on its
      LIBOR plus 2.25% senior credit facility;
    
   -- repaid the $314.3 million balance, call premiums and
      interest on its 9% senior notes and 11% senior discount
      notes;
    
   -- entered into a new $375 million senior credit facility at
      LIBOR plus 1.50% with initial borrowings of $258.5 million;
   
   -- issued $330 million of 4.25% convertible notes;
    
   -- entered into separate hedging transactions at a net pretax
      cost of $40.6 million or $24.6 million after future tax
      benefits to increase the conversion premium on the
      convertible notes from 30% to 80%;
    
   -- purchased 1 million shares of its common stock for
      $28.6 million; and
    
   -- paid transaction costs of $11.8 million.
    
Interest savings from the new structure are expected to be
$1.7 million on a pretax basis or $1.2 million after tax in the
third quarter, and $5 million pretax or $3.5 million after tax for
2007, under current accounting methods.

Interest expense savings in 2008 are expected to be $15 million
on pretax basis or $10.5 million on an after tax basis, under
current accounting methods.
    
As a result of the refinancing, the company is increasing its
financial guidance.  Earnings per share guidance for the third
quarter was increased to $.59 - $.66 and earnings per share
guidance for 2007 was increased to $1.56 - $1.68, both excluding
the impact of one-time expenses.

Horizon Lines' previous earnings guidance for earnings per share
was $.56 - .63 for the third quarter and $1.46 - $1.58 the full
year 2007.  Free cash flow guidance for 2007 was also increased to
reflect the benefits of the refinancing to $34 - $41 million from
the previous $30 - $37 million.  Free cash flow benefits in 2008
are expected to be $13 million.
    
"Horizon Lines closed on a refinancing of our capital structure
that will yield benefits in terms of a lower cost of capital,
improved cash flow, enhanced flexibility and greater liquidity,"
Chuck Raymond, chairman, president and chief executive officer,
said.
    
"This new capital structure represents an opportunistic
refinancing that is cash flow positive, EPS accretive and provides
access to low cost capital that will allow us to take advantage of
future growth opportunities", Mark Urbania, senior vice president
and chief financial officer, said.  "We are pleased with the very
execution of this refinancing in a challenging credit market and
believe the refinancing demonstrates the market's confidence in
Horizon Lines and its strategy".
    
                       About Horizon Lines
    
Headquartered in Charlotte, North Carolina, Horizon Lines Inc.
(NYSE: HRZ) – http://www.horizon-lines.com/-- is a Jones Act  
container shipping and integrated logistics company with a fleet
of 21 U.S.-flag vessels and service routes linking the continental
United States with Alaska, Hawaii, Guam, Micronesia and Puerto
Rico.  An integrated service provider of ocean transportation,
trucking, terminal and warehousing operations, Horizon Lines also
owns Horizon Services Group, an organization with a diversified
offering of transportation management systems and customized
software solutions being marketed to shippers, carriers, and other
supply chain participants.  

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services assigned a 'BB+' rating and a
'1' recovery rating to Horizon Lines Inc.'s (BB-/Stable/--)
proposed senior secured first-lien credit facilities, consisting
of a $250 million revolving credit facility and a $125 million
term loan A; both facilities mature in 2012.


IAP WORLDWIDE: S&P Junks Credit Rating and Puts on Negative Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Service lowered its ratings on IAP
Worldwide Services, including the corporate credit rating to 'CCC'
from 'B-', and placed the ratings on CreditWatch with negative
implications.  The Cape Canaveral, Florida-based government
services contractor had total debt outstanding of about $531
million on June 30, 2007.
      
"The downgrade reflects concerns about the company's recent
operating performance and near-term liquidity.  IAP's second-
quarter results were weaker than expected and could result in the
company being out of compliance with its covenants," said Dan
Picciotto.  The company's results have been challenged by delayed
government funding release.  Prospects were diminished following
the late June announcement that IAP was not selected as one of
three companies to provide logistical support to the U.S. Army
under the LOGCAP IV contract.
     
The CreditWatch placement reflects the uncertainty as to whether
the company will be able to maintain adequate liquidity.


IASIS HEALTHCARE: Earns $6.3 Million in Third Qtr. Ended June 30
----------------------------------------------------------------
IASIS Healthcare LLC's net revenue for the third quarter ended
June 30, 2007, totaled $470.6 million, an increase of 11.8%,
compared with $421 million for the prior year quarter.  Net
earnings for the third quarter 2007 totaled $6.3 million, compared
with $15.9 million for the prior year quarter.

IASIS' results for the third quarter include a loss on
extinguishment of debt of $6.2 million associated with the
refinancing of its senior secured credit facilities and
$1.5 million in business interruption insurance recoveries
received in connection with the final settlement of the insurance
claim associated with the temporary closure and disruption of
operations at The Medical Center of Southeast Texas, in Port
Arthur, Texas, as a result of Hurricane Rita.  The prior year
quarter included $8.3 million in business interruption insurance
recoveries.  In addition, results for the third quarter include
$2.5 million in pre-opening losses, compared with $90,000 in the
prior year quarter, associated with Mountain Vista Medical Center,
the company's new hospital in Mesa, Arizona, which opened on
July 23, 2007.

Consolidated results for the third quarter and the nine months
ended June 30, 2007, included operations of Glenwood Regional
Medical Center in West Monroe, Louisiana, which was acquired
effective Jan. 31, 2007, and Alliance Hospital in Odessa, Texas,
which was acquired effective May 31, 2007, and immediately merged
into Odessa Regional Hospital to form Odessa Regional Medical
Center.

Net revenue for the nine months ended June 30, 2007, totaled
$1.4 billion, an increase of 11.6%, compared with $1.2 billion for
the same prior year period.  Net earnings for the nine months
ended June 30, 2007, totaled $33.8 million, compared with
$28.5 million for the same prior year period.

As of June 30, 2007, the company had total assets of $2.1 billion,
total liabilities of $1.4 billion, and total stockholders' equity
of $683.6 million.

                      Management's Comments

In commenting on the quarterly results, David R. White, chairman
and chief executive officer of IASIS, said, "We are pleased with
our continued growth in net revenue, as well as our efforts to
begin to ensure a successful integration of our recently acquired
hospitals.  Additionally, we are pleased with the contribution
these hospitals are currently making to our overall success.  We
are excited about the opening of Mountain Vista Medical Center and
believe that the hard work and dedication of our employees will
make our new facility a valuable addition to its community and to
IASIS."

                   Uninsured Discount Program

IASIS' uninsured discount program, which became effective during
the third quarter of fiscal 2006, resulted in $12.9 million and
$38.3 million in discounts being provided to uninsured patients
during the third quarter and nine months ended June 30, 2007,
respectively, compared with $6.8 million in each of the same prior
year periods.  The company's uninsured discount program had the
effect of reducing net revenue and the provision for bad debts by
generally corresponding amounts.  On a same-facility basis,
adjusting for the impact of uninsured discounts, net patient
revenue per adjusted admission increased 7.2% and 8.9% in the
third quarter and nine months ended June 30, 2007, respectively,
compared with the same prior year periods.

                        Senior PIK Loans

On April 27, 2007, IASIS announced the completion of a transaction
to refinance its existing credit facilities, increase its
borrowing capacity and repurchase equity from the shareholders of
its parent company, IASIS Healthcare Corporation.  The new
financing includes $854 million in Senior Secured Credit
Facilities and $300 million in Holdings senior paid-in-kind loans.
The $300 million Holdings senior PIK loans were borrowed by IASIS'
parent company.

                     About IASIS Healthcare

IASIS Healthcare LLC is a subsidiary of IASIS Healthcare
Corporation, -- http://www.iasishealthcare.com/-- located in  
Franklin, Tennessee, owns and operates medium-sized acute care
hospitals in high-growth urban and suburban markets.  Currently,
IASIS owns or leases 16 acute care hospitals and one behavioral
health hospital with a total of 2,693 beds in service and has
total annual net revenue of about $1.8 billion.  These hospitals
are located in six regions: Salt Lake City, Utah; Phoenix,
Arizona; Tampa-St. Petersburg, Florida; three cities in Texas,
including San Antonio; Las Vegas, Nevada; and West Monroe,
Louisiana.  IASIS recently opened Mountain Vista Medical Center, a
new 176-bed hospital located in Mesa, Arizona.  IASIS also owns
and operates a Medicaid and Medicare managed health plan in
Phoenix that serves over 119,000 members.

                         *     *     *

As reported in the Troubled Company Reporter on April 13, 2007,
Standard & Poor's Ratings Services lowered its ratings on
Franklin, Tennessee-based IASIS Healthcare Corp.  The corporate
credit rating was lowered to 'B' from 'B+', and the rating on
IASIS Healthcare LLC's $475 million of senior subordinated notes
due 2014 was lowered to 'CCC+' from 'B-.'  The rating outlook is
stable.


INDYMAC HE: Fitch Downgrades Class MV-2 Certificate Rating
----------------------------------------------------------
Fitch Ratings took these rating actions on these IndyMac ABS Inc.
home equity issues:

Series SPMD 2001-A Group 1:

-- Classes AF-5, AF-6 and R affirmed at 'AAA';
-- Class MF-1 affirmed at 'BB-';
-- Class MF-2 downgraded to 'C/DR4' from 'CC/DR2'.

Series SPMD 2001-A Group 2:

-- Class AV affirmed at 'AAA';
-- Class MV-1 downgraded to 'BB+' from 'A-';
-- Class MV-2 downgraded to ''BB-' from 'BBB-'.

The affirmations reflect satisfactory credit enhancement
relationships to future loss expectations and affect about
$14.87 million in outstanding certificates, as of the
July 25, 2007 distribution date.  

The downgrades are due to deterioration in the relationship
between CE and expected losses and affect about $5.04 million in
outstanding certificates.

The mortgage loans in this transaction were originated or acquired
by IndyMac Bank, FSB, which is also the master servicer for these
loans.  The collateral in the above transaction consists of fixed-
rate and adjustable-rate subprime loans secured by first or second
liens on one- to four-family residential properties.

This transaction is 77 months seasoned.  The pool factors are
6.33% and 5.54%, respectively, for Groups 1 & 2.  The cumulative
losses, as a percentage of the original collateral balances, are
4.72% and 3.04%, respectively, for Groups 1 and 2.

As of the July 25, 2007 distribution date, the
overcollateralization (OC) for series 2001-A Group 1 was
$29,697 (0.29% of current collateral balance) versus a target of
$815,000 (7.85% of current collateral balance).  The 60+
delinquencies are 50.26% of current collateral balance.  This
includes foreclosures and real estate owned of 18.22% and 9.27%,
respectively.

As of the July 25, 2007 distribution date, the OC for series
2001-A Group 2 was $850,766 (8.17% of current collateral balance)
versus a target of $935,000 (8.98% of current collateral balance).
The 60+ delinquencies are 48.66% of current collateral balance.
This includes foreclosures and REO of 15.25% and 11.42%,
respectively.


INFINITY ENERGY: Posts $16.1 Mil. Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Infinity Energy Resources Inc. reported on Aug. 9, 2007, its
results of operations for the three and six months ended June 30,
2007, and provided an operational update.

The company reported a net loss for the three and six months ended
June 30, 2007, of $16.1 million and $19.8 million, respectively.
The net loss for the second quarter and first half of 2007
included a non-cash ceiling write-down of oil and gas properties
of $15.8 million.  Second quarter 2007 results included other
income of $1.2 million, while the six-month period included other
expense of $0.4 million related to changes in derivative value.

For the three and six months ended June 30, 2006, the net loss
included a non-cash ceiling write-down of oil and gas properties
of $2.5 million and $11.6 million, respectively, other income of
$3.3 million and other expense of $200,000, respectively, relating
to changes in derivative value, and income from discontinued
operations of $3.8 million and $7.2 million, respectively.

Revenues were $2.5 million and $4.6 million for the three and six
months ended June 30, 2007, a 25% and 19% decrease when compared
with revenue of $3.4 million and $5.7 million, respectively, in
the prior-year periods.  The company reported an operating loss
for the three and six months of $17.3 million and $19.5 million,
compared with $2.9 million and $13.0 million in the prior year
periods.

EBITDA (earnings from continuing operations before interest,
income taxes, depreciation, depletion, amortization and accretion
expenses, gains and losses on the sale of assets, expense related
to the early extinguishment of debt, change in derivative fair
value and ceiling write-down of oil and gas properties) for the
three and six months ended June 30, 2007, totaled $700,000 and $0,
respectively, compared with $1.8 million and $1.9 million in the
prior-year periods.

Exploration and production operations produced 346 MMcfe (3.8
MMcfe per day) and 656 MMcfe (3.6 MMcfe per day) during the three
and six months ended June 30, 2007, decreases of 18% and 12% from
the 423 MMcfe (4.6 MMcfe per day) and 742 MMcfe (4.1 MMcfe per
day) produced in the prior year periods.

Production in Texas during the second quarter of 2007 decreased by
25% when compared to the second quarter of 2006 as a result of
natural production declines, characteristic of the Barnett Shale
play, from horizontal wells drilled and brought on production
during the first half of 2006.  Additional wells drilled and
completed since January 2007, two of which were just recently
brought onstream, are offsetting the production decline of older
wells, and the company expects third quarter production volumes in
Texas to be comparable to or higher than second quarter levels.

Production in the Rockies during the second quarter of 2007
declined by approximately 11% as compared to the second quarter of
2006.  The production decrease in the Rockies was due to the
temporary production shut-in at the company's Wolf Mountain 15-2-
7-87 following the production equipment fire suffered in March
2007, and natural production declines at the Wamsutter Arch
Pipeline Field.  Production in the Rockies is expected to be
comparable to, or slightly higher, than second quarter levels
during the third quarter of 2007, as the Wolf Mountain 15-2-7-87
well should be in production during the entire period.

Approximately $3.3 million in net cash was provided by operating
activities during the three months ended June 30, 2007, compared
with $5.5 million in the prior-year period (which included cash
provided by discontinued operations).  Net cash used in investing
activities approximated $10.3 million in the second quarter of
2007, versus $10.1 million in the prior-year quarter, including
$1.7 million in capital expenditures associated with discontinued
operations in prior-year period.  Net cash provided by financing
activities totaled $7.0 million during the three months ended
June 30, 2007, versus $0.4 million in the prior-year period.

Net cash used in operating activities during the six months ended
June 30, 2007, totaled $1.1 million, compared with $9.2 million in
cash provided by operating activities in the corresponding period
of the previous year (which included cash provided by discontinued
operations).  Net cash used in investing activities approximated
$15.8 million in the first half of 2007, compared with
$23.1 million in the prior-year period, including $3.5 million in
capital expenditures associated with discontinued operations in
prior-year period.  Approximately $16.1 million in net cash was
provided by financing activities during the six months ended
June 30, 2007, compared with $7.9 million in the prior-year
period.

"I am very pleased to report that Infinity was cash-flow-positive
in the second quarter, and we are making considerable progress in
repositioning the company for growth on a number of fronts,"
stated Stanton E. Ross, president and chief executive officer of
Infinity Inc.  “After a thorough evaluation of strategic
alternatives in recent months, we have decided to pursue the sale
of our oil and gas properties in the Rocky Mountain region, which
will allow us to focus on our potential in the Barnett Shale and
other areas domestically, along with our potentially 'world-class'
oil and gas concession offshore Nicaragua.  We are currently in
discussions with several parties regarding the sale of our
Colorado assets."

"We are also currently in discussions with a company that is quite
active in the Barnett Shale play in Texas with respect to a
potential joint venture that would significantly accelerate
development on a portion of our Barnett Shale acreage.  Although
definitive agreements still need to be negotiated, we are excited
by the proposal and are working diligently to finalize the deal."

"Separate from this prospective development, during the second
half of 2007 Infinity plans to drill three additional wells
targeting the Barnett Shale in Comanche County, where we have
30,000 acres under lease," continued Ross.  "Through earlier wells
that we drilled in the area we have successfully demonstrated the
presence of a gas-bearing Barnett shale, confirming the potential
of the region as a future gas-producing province."

"And finally", added Ross, "we should bring your attention to our
1.4 million-acre concession offshore Nicaragua, a virtually
unexplored sedimentary basin sharing many geological similarities
with other provinces where world-class oil and gas fields were
discovered.  The company is scheduled to present its exploration
plans to regional governmental entities later this quarter, and we
are hoping to finalize certain details so that we can move forward
with the initial exploration phase of the operation.  Our strategy
for this property involves additional geological and geophysical
studies, followed by joint ventures with other companies for the
drilling campaign.  We have already been approached by oil
companies interested in a participation in our concessions, but we
consider it premature to farm-out any interest at this early
stage."

At June 30, 2007, the company's consolidated balance sheet showed
$50.9 million in total assets, $32.6 million in total liabilities,
and $18.3 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2.7 million in total current
assets available to pay $25.4 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2256

              Default Under Revolving Credit Facility

The company is currently in default under its Revolving Credit
Facility as a result of our failure to meet certain financial
covenants during the three months ended June 30, 2007, including
the interest coverage ratio and the funded debt to EBITDA ratio.
The company is currently in discussions with Amegy with respect to
the potential waiver of the events of default.   

As of August 8, 2007, the company has borrowed all $22 million
allowed under the reduced borrowing base.  Additionally, Amegy
Bank N.A. is currently conducting a borrowing base redetermination
that could potentially result in a further reduction in the
borrowing base, scheduled equal monthly commitment reductions, or
other remedies.   

                      About Infinity Energy

Headquartered in Denver, Infinity Energy Resources Inc. (NasdaqGM:
IFNY) -- http://www.infinity-res.com/-- through its wholly-owned  
subsidiaries Infinity Oil and Gas of Texas Inc. and Infinity Oil &
Gas of Wyoming Inc., is an independent energy company engaged in
the exploration, development and production of natural gas and oil
and the operation and acquisition of natural gas and oil
properties.  The operations of Infinity Oil and Gas of Texas are
focused on exploitation of the Barnett Shale formation in the Fort
Worth Basin of north-central Texas.  The operations of Infinity
Oil & Gas of Wyoming are focused on the Wamsutter Arch Pipeline
Field in southwest Wyoming and the Sand Wash Basin in northwest
Colorado.  The company also has a 1.4 million acre oil and gas
concession offshore Nicaragua in the Caribbean Sea.


INN OF THE MOUNTAIN: Improved Performance Cues S&P to Lift Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Inn of the Mountain Gods Resort and Casino to 'B' from
'B-'.
     
At the same time, Standard & Poor's removed the rating from
CreditWatch where it was placed with positive implications on
May 17, 2007.  The rating outlook is stable.  Mescalero, New
Mexico-based IMG is an entity formed to own and operate the casino
and resort operations for the Mescalero Apache Tribe.
     
The upgrade was driven by IMG's improved operating performance and
cash flow generation over the past several quarters due to
extensive cost-control measures and top-line growth.  Net revenue
for the fourth quarter was up 22.4% than in the prior-year same
period, due in part to a more normalized snow fall during the ski
season, which led to significantly higher ski revenues, and an
increase in slot win-per-unit.  For fiscal 2007, net revenue rose
11.1%.  Higher hotel occupancy rates and ADR also significantly
contributed to revenue growth.  Gaming revenue was slightly up.  
EBITDA rose 75.6% to $40.6 million, as management was able to
lower expenses from 2006 levels and expand revenues.  Key to
management's expense reductions was a significant decline in full-
time equivalent employees, which allowed IMG to decrease its
payroll expenses by 19%.  S&P expect this trend to continue in the
intermediate term given management's focus on ongoing cost
initiatives.
     
Although management has demonstrated an ability to maintain better
cost-control practices, S&P believe that the company's revenues
will remain volatile over time.  Because IMG is located in such a
remote location, its revenues are highly dependent on tourist and
vacation traffic.  Therefore, revenues are expected to exhibit
greater sensitivity to economic conditions than for many of IMG's
rated peers.  IMG's ski revenues, and associated food, beverage,
and lodging revenues, are also subject to variations in weather
conditions.
     
S&P's concerns over past problems with internal controls and
accounting policies have been mitigated, but not eliminated.  
Although IMG's SEC filings are now up to date, and its 10-K was
filed on time with no additional material weaknesses disclosed,
S&P are sensitive to the company's method of allocating certain
overhead expenses to G&A on a quarterly basis and to business
units on an annual basis, which is not standard practice among
gaming companies.  Notwithstanding this policy, IMG's accounting
issues are reflected within the current rating.


INSTANT WEB: Moody's Affirms B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed its B2 corporate family rating
and B2 probability of default rating on Instant Web, Inc. and
ratings on the first and second lien terms loans.

The affirmation follows a change from the proposed deal structure.
The transaction consists of a $25 million first lien revolving
credit facility ($1 million drawn at close), a $230 million first
lien term loan, a $20 million first lien delayed draw term loan
(undrawn at close), a $110 million second lien term loan, and an
unrated $25 million senior unsecured PIK term loan issued by IWCO
Direct, Inc., the parent company of Instant Web.

Moody's previously expected a $135 million second lien term loan
and no holding company instrument.

The outlook is stable and a summary of Moody's action shows:

Instant Web, Inc.

-- Corporate Family Rating, Affirmed B2
-- Probability of Default Rating, Affirmed B2
-- First Lien Bank Credit Facility, Affirmed B1, LGD3, 32%
-- Second Lien Bank Credit Facility, Affirmed Caa1, LGD5, 82%

The LGD assessment on the second lien improved slightly, to 82%
from 84%.  The holding company term loan provides a layer of
capital junior to the second lien which would likely absorb some
of the loss in the event of default, resulting in lower loss
expectations for the second lien term loan compared to previous
expectations, which did not incorporate holding company debt.

The change in structure provides free cash flow benefits over the
intermediate term given the non-cash interest payments on the PIK
term loan.  However, the accretion results in an increased debt
load and the term loan converts to cash pay after four years, so
the revised structure could over the longer term pressure
financial flexibility should Instant Web perform worse than
expected.

The B2 corporate family rating reflects high financial risk,
customer concentration, and lack of scale, somewhat offset by
Instant Web's compelling business model, continued favorable
trends in the direct mail industry and the company's track record.
Adequate external liquidity and the about 30% equity contribution
also support the rating.

Headquartered in Chanhassen, Minnesota, Instant Web, Inc., a
wholly owned subsidiary of parent holding company IWCO Direct
Holdings, Inc., provides its clients an integrated package of
direct mail production services, including print, envelope,
plastic, mailing, and data services.  The company is the largest
commingler of standard mail in North America.  Its annual revenue
is about $300 million.


INTERFUND INVESTMENT: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Interfund Investment Fund I, L.L.C.
        1801 Clint Moore Road, Suite 217
        Boca Raton, FL 33487
        Tel: (561) 912-0029

Bankruptcy Case No.: 07-16375

Chapter 11 Petition Date: August 12, 2007

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  Kluger, Peretz, Kaplan & Berlin, P.L.
                  2385 Northwest Executive Center Drive,
                  Suite #300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0800
                  Fax: (561) 998-0047

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any creditors who are not insiders.


IOWA TELECOMMS: Earns $6.6 Million in Quarter Ended June 30
-----------------------------------------------------------
Iowa Telecommunications Services Inc. recorded net income of
$6.6 million for the quarter ended June 30, 2007, compared to net
income of $10.5 million in the second quarter of 2006.  The change
is primarily due to the one-time benefits of the $1.3 million gain
on exchange sales and the $2.5 million income tax valuation
allowance reversal, both of which were recorded in the second
quarter of 2006.

Revenues and sales were $62.7 million in the second quarter 2007,
compared to $57.2 million in the second quarter of 2006.  Network
access services revenues increased $1.1 million, or 4.5%, for the
second quarter.  The increase is in part due to $980,000 of
revenue from the resolution of certain non-recurring network
access billing matters with a connecting carrier.  Local services
revenues decreased $692,000, or 3.6%, primarily due to access line
erosion.  Other services and sales revenues increased by
$5.4 million, or 62.8%, primarily as a result of growth in our CPE
and data business. Additionally, DSL Internet access service
revenues increased $1.6 million, or 38.5%, due primarily to
customer growth.

As of June 30, 2007, the company had total assets of
$845.9 million, total liabilities of $580.6 million, and total
stockholders' equity of $265.3 million.

                      Management's Comments

"We're very pleased with our second quarter performance, which was
in line with our expectations," said Alan L. Wells, Iowa Telecom
chairman and chief executive officer.  

"The continued success of our bundled product offerings, our DSL
growth, and our expanded customer premise equipment (CPE) and data
business resulted in a 9.7% increase in revenue from a year ago.
While the second quarter has historically been our softest due to
seasonal trends, sales of our DSL product remained solid as we
added 2,700 new customers during the quarter. Our rate of access
line loss for the quarter increased to 3,300 lines, but
approximately 500 of the ILEC lines lost were related to internet
service for a single wholesale customer that scaled back
operations in our markets.

"Adjusted EBITDA for the quarter was consistent with the year ago
quarter at $32.2 million," added Mr. Wells.  "Income tax expense
for the quarter was $4.8 million compared to $2.8 million a year
ago, but our actual cash taxes paid during the quarter were only
$439,000.  For the first six months of this year, our actual cash
taxes paid were $442,000.  Our net operating loss carry forwards
and our continued goodwill amortization for tax purposes serve to
minimize our cash income tax obligations, and thus our recorded
tax expense has little impact on our cash flow, or more
importantly, on our ability to pay dividends to our shareholders.

"Our guidance for 2007 remains on track as we continue to expect
capital expenditures for the year to be between $25 million and
$27 million, and expect cash interest expense to be between
$30 million and $32 million," Mr. Wells continued.  "For the first
six months of this year, capital expenditures were $13.2 million,
and our cash interest expense was $15.8 million.

"We are very pleased with our results for the first half of 2007.
As we move into the balance of the year, our focus will be on
continuing to expand our data and CPE business, growing our DSL
subscriber base, and retaining access lines through innovative
bundled product offerings," Mr. Wells concluded.  "We will also
continue to identify and evaluate acquisition opportunities that
are accretive and strategically beneficial to our rural
telecommunications business."

                       About Iowa Telecom

Iowa Telecommunications Services Inc., d/b/a Iowa Telecom, (NYSE:
IWA) -- http://www.iowatelecom.com/ is a telecommunications  
service provider that offers local telephone, long distance,
Internet, broadband and network access services to business and
residential customers.  The company serves over 440 communities
and employs over 600 people throughout the State of Iowa.  The
company's headquarters are in Newton, Iowa.

                          *     *     *

As reported in the Troubled Company Reporter on June 15, 2007,
Standard & Poor's Ratings Services revised the outlook on Iowa
Telecommunications Services Inc. to stable from negative, and
affirmed its ratings, including the 'BB-' corporate credit rating.


IWCO DIRECT: S&P Junks Rating on $25MM Sr. Unsecured Facility
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its issue level rating
to the planned $25 million senior unsecured facility of IWCO
Direct Inc., the unrated parent of Instant Web Inc.
(B/Stable/--).  The facility is rated 'CCC+', two notches lower
than Instant Web's corporate credit rating.  Proceeds from the
unsecured facility, along with the secured facility, will be used
to fund the purchase of IWCO Direct Inc., Instant Web's holding
company parent, by Avista Capital Partners.
      
"Since IWCO Direct Inc. is a holding company with no other
operations besides Instant Web, the ratings on IWCO Direct reflect
the credit quality of Instant Web," said Standard & Poor's credit
analyst Ariel Silverberg.
     
At the same time, Standard & Poor's affirmed its issue level and
recovery ratings on Instant Web's planned first- and second-lien
facilities, which now total $385 million.  The change in amount of
the secured financing reflects a change to the second-lien
facility, which now totals $110 million.  These facilities were
initially rated on July 16, 2007.  The first-lien facilities are
rated 'B+' with a recovery rating of '2', indicating that lenders
can expect substantial (70% to 90%) recovery.  The second-lien
term loan is rated 'CCC+' with a recovery rating of '6',
indicating that lenders can expect negligible (0% to 10%) recovery
in the event of a payment default.
     
The assumptions underlying Standard & Poor's recovery report on
Instant Web, published on RatingsDirect on July 16, 2007, are
substantially unchanged except for these:

  -- First-lien covenants are expected to include net leverage
     maintenance covenant and minimum interest coverage at
     Instant Web, and maximum capex.

  -- Second-lien covenants are expected to include net leverage
     maintenance covenant and maximum capex covenant at Instant
     Web.

  -- Administrative claims of 7% of enterprise value.

The stable outlook on Instant Web reflects S&P's view that it will
continue to grow revenue and EBITDA through existing customers and
new customer wins as the company continues to efficiently allocate
capacity among its plants, realizing economies of scale and cost
savings.  S&P expect this growth to somewhat improve credit
measures, which should remain in line with the current rating over
the intermediate term.  An outlook revision to positive may be
considered if the company demonstrates a sustained and measured
improvement in credit measures.  An outlook revision to negative
may be considered if operating trends within direct mail shift
meaningfully toward other types of business-to-consumer
advertising, or if Instant Web were to lose a major customer,
resulting in significant deterioration to credit measures.


JETBLUE AIRWAYS: Fitch Affirms B Issuer Default Rating
------------------------------------------------------
Fitch Ratings affirmed the debt ratings of JetBlue Airways Corp.
as:

-- Issuer Default Rating at 'B'

-- Senior unsecured convertible notes at 'CCC' with a recovery
    rating of 'RR6'

The senior unsecured rating applies to $425 million of outstanding
convertible notes.  The Rating Outlook is Stable.

Ratings for JBLU reflect the low-cost carrier's highly levered
capital structure and weak free cash flow generation capacity,
balanced against its competitive cost structure, improving
operating profile and fleet plan flexibility in an industry that
remains highly vulnerable to over-capacity, demand shocks and very
high energy costs.  Because of its rapid growth-from the start of
operations in 2000 to 130 aircraft in service today, JBLU's credit
profile has been under pressure, especially since the dramatic
run-up in jet fuel prices that began in 2004.

High growth rates have necessitated heavy aircraft capital
expenditures, absorbing operating cash flow and pushing leverage
higher.  Eventhough JBLU's low-cost, non-union model should allow
it to generate industry-leading margins for some time to come,
credit metrics will likely remain weak as new aircraft deliveries
are financed with incremental debt and leases.

Management has signaled its willingness to slow growth in 2H07 and
next year by reducing the number of Embraer E190 jets introduced
into service, and by selling some Airbus A320s in the secondary
aircraft market.  A similar approach was taken last year when JBLU
sold five A320s to help it reduce the available seat mile growth
rate.  On July 24, management announced the sale of three more
A320s and the deferral of 16 E190 deliveries from the 2007-2012
period to 2013 and beyond.  Fitch regards this as a positive
development, setting the stage for reduced financing needs and
somewhat stronger liquidity moving into 2008.

Following a difficult winter, during which severe storms affecting
the Northeast brought JBLU's operation to a virtual halt for
several days in February, the airline's performance rebounded in
Q2 as somewhat slower ASM growth and the introduction of the 100-
seat E190 aircraft in new markets pushed JBLU's passenger RASM up
by 5.4% versus Q206.  The strong revenue performance came in spite
of some softness in demand during April and May as slower U.S.
economic growth undermined the ability of U.S. carriers to push
fares higher.  At the same time, high jet fuel costs have
continued to pressure operating margins, with increases in crude
oil prices and refining margins pushing spot jet fuel to above
$2.20 per gallon by early August.

As JBLU matures as an organization, it is taking a more
disciplined approach to route profitability analysis and capacity
planning.  Slower growth will have a positive impact on free cash
flow and will bolster liquidity-both positive from a credit
quality perspective.  Management has emphasized the importance of
fleet plan flexibility as a tool in coping with changing operating
conditions.  In addition to the advantages JBLU enjoys as a result
of its low-cost, non-union model, the carrier's ability to pull
back on aircraft capital spending in response to weak operating
conditions represents an important credit safety valve.

In addition to fuel price pressure, JBLU's unit operating costs
have been increasing as a result of the introduction of the
shorter-haul E190 aircraft into the fleet and by rising
maintenance costs.  For the full year 2007, JBLU expects non-fuel
operating cost per ASM to be up 6% to 8%.  Fitch expects non-fuel
unit cost pressure to persist moving into 2008, though year-over-
year increases should moderate as operational challenges related
to the E190 launch are addressed.  Through Q2, management was
reporting improvement in the dispatch reliability and utilization
of the E190, helping to ease cost pressure while opening up new
potential markets for the E190 elsewhere in the JBLU route
network.

Although Q2 finished strongly and the advanced booking outlook for
Q3 is good, competitive conditions in domestic markets remain
tough.  Legacy carriers have pulled back on domestic ASM growth
plans for 2H07 and 2008, but low-cost carrier seats are still
being added across the JBLU system.  The most notable change in
the capacity picture will occur in transcon markets to be served
by Virgin America, which launched its operation on Aug. 8.  Virgin
will enter a number of long-haul and short-haul markets to be
served from its San Francisco hub, and it will compete directly
with JBLU on JFK service to the Bay Area and the Los Angeles
Basin.  Fitch expects competitive fare pressure in transcon,
Florida and Caribbean markets to continue into next year-
especially in a slower-growth U.S. economic scenario.

As of June 30, 2007, JBLU's liquidity consisted of $772 million of
cash, cash equivalents and investment securities, augmented by
$55 million in availability on a $77 million facility to cover
aircraft pre-delivery deposits.  Unrestricted liquidity at June 30
represented 29.7% of latest 12 month revenues.  JBLU has no
revolver in place, but the carrier has had consistent access to
the debt capital markets in financing both A320 and E190 aircraft
entering the fleet.

The potential sale of additional A320s in the secondary market
represents an important supplemental source of liquidity that
could become more critical if industry operating conditions
deteriorate and credit market tightness persists in 2008.
Scheduled debt maturities for the second half of 2007 total
$103 million, with $240 million coming due in 2008.  In addition,
the $175 million 3.5% convertible note issue in JBLU's debt
structure includes a put option that could force repurchase of the
notes on July 15, 2008.  New debt issuance may be required in
anticipation of this repurchase if the airline is to maintain its
current liquidity position.


JMG EXPLORATION: Posts Net Loss of $433,833 in Qtr. Ended June 30
-----------------------------------------------------------------
JMG Exploration Inc. reported a net loss of $433,833 for the
second quarter ended June 30, 2007, compared with a net loss of
$850,818 for the same period ended June 30, 2006.

Revenues were $167,551 and $475,517 for the three month periods
ended June 30, 2007 and 2006, respectively.  The decrease in
revenue was principally due to the sale of oil and gas assets in
North Dakota.

The decrease in net loss primarily reflects a decrease in
depletion, depreciation and impairment expenses, an increase in
other income, net, partly offset by the decrease in net revenue,
and an increase in general and administrative expenses.

General and administrative expenses were $404,323 and $338,494 for
the three month periods ended June 30, 2007 and 2006,  
respectively.  The increase in general and administrative expense  
was principally due to stock based compensation expense.

Depletion, depreciation and impairment expense were $151,117 and
$839,743 for the three month period ended June 30, 2007 and 2006,  
respectively.  This decrease was due to impairment charges of
$4.9 million in the year ended Dec. 31, 2006, that reduced the
depletable cost basis, and the sale of oil and gas assets in North
Dakota effective January 2007.

Interest income was $31,014 and $0 for the three month period
ending June 30, 2007 and 2006, respectively, and increased due to
greater cash balances on hand in the current year.

Interest expense was nil and $89,975 for the three month period
ending June 30, 2007 and 2006, respectively.  Interest expense
decreased due to the repayment of the promissory note and interest
by an unrelated industry partner on June 28, 2005.

At June 30, 2007, the company's consolidated balance sheet showed
$9.8 million in total assets, $2.9 million in total liabilities,
and $6.9 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2251

                       Going Concern Doubt

Hein & Associates LLP, in Irvine, Calif., expressed substantial
doubt about JMG Exploration Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has not realized a profit from
operations since its incorporation on July 16, 2004, and it is in
a negative working capital position as of Dec. 31, 2006.  

                      About JMG Exploration

JMG Exploration Inc. (NYSEArca: JMG) is an independent energy
company that explores for, develops and produces natural gas,
crude oil and natural gas liquids in Canada and the United States.  
Currently, all of the company's proved reserves are located in the
United States.


JULIO GALANG: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Julio I. Galang
        Aurora-Ruby P. Galang
        1791 Beach Park Boulevard
        Foster City, CA 94404

Bankruptcy Case No.: 07-31029

Chapter 11 Petition Date: August 10, 2007

Court: Northern District of California (San Francisco)

Judge: Thomas E. Carlson

Debtor's Counsel: William F. McLaughlin, Esq.
                  Law Offices of Robert A. Ward
                  1305 Franklin Street, Suite 301
                  Oakland, CA 94612
                  Tel: (510) 839-5333

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $100 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


KENNETH COBBS: Case Summary & 12 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kenneth Franklin Bryan Cobbs
        Courtney Cheyne Cobbs
        P.O. Box 20545
        Waco, TX 76702

Bankruptcy Case No.: 07-60784

Type of business: The Debtors once practice medicine.

Chapter 11 Petition Date: August 7, 2007

Court: Western District of Texas (Waco)

Judge: Robert C. McGuire

Debtor's Counsel: Erin B. Shank, Esq.
                  Courtney, Cheyne, Cobbs
                  2309 Austin Avenue
                  Waco, TX 76701
                  Tel: (254) 296-1161
                  Fax: (254) 296-1165

Total Assets: $1,349,071

Total Debts:  $2,955,040

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of Star Valley            debt guaranty           $1,032,000
384 Washington Street
Afton, WY 83110

Compass Bank                   debt guaranty             $453,000
702 West Pearl Street
Granbury, TX 76048

Community Bank                 debt guaranty             $229,000
500 South Morgan
Granbury, TX 76048

American Express               possible liability         $72,100

                               credit card                $23,100

Bank of America, M.B.N.A.      from credit report         $64,000

                               credit card                   $370

Chase Card Service             credit card                $36,300

U.S.A.A. Federal Savings Bank  credit card                $30,000

G.M.A.C.                       purchase money;            $28,000
                               value of security:
                               $22,000

Wells Fargo                    possible liability         $24,700

M.B.N.A. Platinum Plus for     possible liability         $14,200
Business

H.P.S.C.                       possible liability          $7,000

Capital One                    credit card                   $182


LENOX GROUP: Posts $11.3 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Lenox Group Inc. reported on Aug. 7, 2007, its financial results
for its second quarter ending June 30, 2007.

The net loss for the second quarter was $11.3 million, compared
with a net loss of $41.2 million in the second quarter of 2006.
The net loss for the first six months was $24.3 million, compared
to a net loss of $48.3 million in the prior year.

Revenues for the second quarter were $93.0 million compared to
$98.4 million in the second quarter of 2006, reflecting declines
of $3.0 million, $1.3 million and $800,000 in the company's
Wholesale, Retail and Direct segments, respectively.  Revenues for
the first six months were $179.4 million compared to
$189.2 million in the same period of 2006.

Marc Pfefferle, interim chief executive officer said, "These
results are consistent with our expectations that the residual
effects of the market and sourcing issues faced in 2006 would
result in lower revenues, but the impact on our profitability
would be significantly negated by our restructuring programs.  We
have made substantial progress in implementing the plan approved
by the Board in March.  Through the first half of the year we are
slightly ahead of this plan, which calls for increasing
improvement in 2007 relative to last year as the year progresses."

“We have been led by a better than planned performance by our
Wholesale segment.  This has been offset by the Retail segment
which has been slow to transition back to a normalized level of
1st quality product sales.  We were also behind our plan in the
Direct segment.  We will focus on both of these segments as we
approach the important holiday season."

The comparability of the net loss for the second quarter of 2007
to the same period in 2006 was affected by a number of factors.
The second quarter of 2007 included a $5.9 million loss on
refinancing of debt, $2.1 million of restructuring costs and
$1.2 million of executive management consulting fees, while the
second quarter of 2006 included a goodwill impairment charge of
$37.1 million and a $300,000 favorable purchase accounting
adjustment.  Excluding these items and their related tax effect,
the net loss for the second quarter of 2007 was flat to 2006 at
$5.7 million, despite lower revenues of $5.4 million.

The comparability of the net loss for the first six months of 2007
to the same period in 2006 was affected by a number of factors.
The first six months of 2007 included a $5.9 million loss on
refinancing of debt, $6.9 million of restructuring costs and
$2.7 million of executive management consulting fees, partially
offset by a separate $1.8 million after tax benefit as a result of
the expiration of the statute of limitations on certain tax
positions the company had taken.  The first six months of 2006 was
negatively affected by the 2nd quarter goodwill impairment charge
of $37.1 million, partially offset by a favorable purchase
accounting adjustment of $3.5 million.  Excluding these items and
their related tax effect, the net loss for the first six months of
2007 was $16.7 million compared to a net loss of $14.8 million
during the same period of 2006.

Mr. Pfefferle continued, "We have come a long way, in a short
period of time, but recognize there is still a great deal of work
to be accomplished.  We have reduced the cost structure of the
business and will continue to strive to increase the efficiency of
the company.  At the same time, we are very excited with the
progress we have made in repositioning Dansk and in strengthening
our Lenox, Gorham and Department 56 brands.  We have also
dramatically increased the speed and effectiveness of our product
development which will be evident in our Lenox and Gorham
offerings in October.  In addition, the Kinston manufacturing
facility is operating much more efficiently, making it more
competitive with off-shore facilities.

At June 30, 2007, the company's consolidated balance sheet showed
$407.8 million in total assets, $291.7 million in total
liabilities, and $116.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statemenbts for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2261

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 20, 2007,
Deloitte & Touche, LLP, in Minneapolis, Minnesota, raised
substantial doubt about Lenox Group Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm pointed to the company's difficulties in meeting its
loan agreement covenants and financing needs.

On Feb. 9, 2007, the company entered into waivers and amendments
to its revolving credit facility and term loan credit facility in
connection with the company's noncompliance with certain financial
covenants under the credit facilities for the period ended
Dec. 30, 2006.

On April 20, 2007, the company completed the refinancing of its
credit facilities by entering into amended and restated revolving
and term loan facilities.  The amended and restated credit
facilities contain customary financial conditions and covenants,
including restrictions on additional indebtedness, liens,
investments, capital expenditures, issuances of capital stock and
dividends.

                        About Lenox Group

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX) --
http://www.lenoxgroupinc.com/-- sells tabletop, collectible and  
giftware products under the Lenox, Department 56, Gorham, and
Dansk brand names.  The company sells its products through
wholesale customers who operate gift, specialty and department
store locations in the United States and Canada, company-operated
retail stores, and direct-to-the-consumer through catalogs, direct
mail, and the Internet.


LIBERTY TAX II: June 30 Balance Sheet Upside-Down by $9.2 Million
-----------------------------------------------------------------
Liberty Tax Credit Plus II LP's consolidated balance sheet at
June 30, 2007, showed $39.6 million in total assets, $48.8 million
in total liabilities, ($20,202) in minority interest, resulting in
a $9.2 million in total partners' deficit.

The partnership reported a net loss of $54,040 on total revenues
of $2.1 million for the second quarter ended June 30, 2007,
compared with a net loss of $3.4 million on total revenues of
$2.0 million for the same period ended June 30, 2006.

Rental income increased approximately 3% for the three months
ended June 30, 2007, as compared to the corresponding period in
2006, primarily due to increases in rental rates and decreases in
vacancies at three Local Partnerships partially offset by a
decrease in occupancy at one Local Partnership affected by fire in
2006.

Total expenses, excluding general and administrative, general and
administrative-related parties, repair and maintenance and
operating, remained fairly consistent with an increase of less
than 1% for the three  months ended June 30, 2007, as compared to
the corresponding period in 2006.

General and administrative expenses increased approximately  
$100,000 for the three months ended June 30, 2007, as compared to
the corresponding period in 2006, primarily due to an increase in
accounting fees and an increase in legal fees due to high sales
activity at the Partnership level.

General and administrative-related parties expenses decreased  
approximately $190,000 for the three months ended June 30, 2007,
as compared to the corresponding period in 2006, primarily due to
a decrease in partnership management fees at the Partnership level
resulting from the sale of properties.

Repair and maintenance expenses increased approximately $226,000
for the three months ended June 30, 2007, as compared to the  
corresponding period in 2006, primarily due to increases in  
maintenance and repair contracts, including painting and
decorating, and non-recurring repairs relating to fire damage at
one Local Partnership, increases in maintenance payroll, security
contract and painting and decorating expenses at a second Local  
Partnership, increases in plumbing and elevator repair expenses  
at a third Local Partnership, and increases in floor repairs,  
carpet and windows replacement and appliance repair expenses at
two other Local Partnerships.

Operating expenses increased approximately $26,000 for the three
months ended June 30, 2007, as compared to the corresponding  
period in 2006, primarily due to increases in electricity costs at
two Local Partnerships partially offset by a decrease in water and
sewer expenses at a third Local Partnership which received
a downward adjustment for an overcharge in the previous year.

Full-text copies of the partnership's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2257

                 Liquidity and Capital Resources

The Partnership's capital was originally invested in 27 Local
Partnerships.  As of June 30, 2007, the properties and the related
assets and liabilities of fourteen Local Partnerships and the
limited partnership interest in 6 Local Partnerships were sold.  
In addition, as of June 30, 2007, one Local Partnership has
entered into an agreement to sell its property and the related
assets and liabilities.

                          Going Concern

Trien Rosenberg Rosenberg Weinberg Ciullo & Fazzari LLP, in New
York, expressed substantial doubt about the ability of Liberty Tax
Credit Plus II LP's two limited partnerships' ability to continue
as a going concern after auditing the partnership's consolidated
financial statemnts for the years ended March 31, 2007, and 2006.  
The auditing firm pointed to the two subsidiary  partnerships' net
losses of $186,984, $263,008 and $146,138 for the fiscal years
2006, 2005 and 2004, respectively.

                        About Liberty Tax

Liberty Tax Credit Plus II L.P. invests in other limited
partnerships owning leveraged low-income multifamily residential
complexes that are eligible for the low-income housing tax credit
enacted in the Tax Reform Act of 1986, and to a lesser extent in
Local Partnerships owning properties that are eligible for the
historic rehabilitation tax credit.


LIMITED BRANDS: Paying $.15/Share Quarterly Dividend on Sept. 14
----------------------------------------------------------------
Limited Brands declared its regular quarterly dividend of
$.15 per share payable on Sept. 14, 2007, to shareholders of
record at the close of business on Aug. 30, 2007.

This is the company's 131st consecutive quarterly dividend.

Limited Brands (NYSE: LTD) through Victoria's Secret, Bath & Body
Works, C.O. Bigelow, Limited Stores, La Senza, White Barn Candle
Co., Henri Bendel and Diva London, presently operates 3,140
specialty stores.

The company's products are also available online at --
http://www.VictoriasSecret.com/-- http://w.BathandBodyWorks.com/  
-- and -- http://www.LaSenza.com/--

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2007,
Moody's Investors Service lowered both the long term and short
term ratings of Limited Brands, Inc. with a stable outlook (senior
unsecured to Baa3 and the short term rating to Prime-3).  

Moody's downgrades these ratings: Senior unsecured to Baa3 from
Baa2; Senior unsecured shelf at to (P) Baa3 from (P) Baa2;
Subordinated shelf at to (P) Ba1 from (P) Baa3; Preferred shelf at
to (P) Ba2 from (P) Ba1; Commercial paper to Prime-3 from Prime-2.


MAC-GRAY CORP: Buys Hof Service's Assets for $43 Million in Cash
----------------------------------------------------------------
Mac-Gray Corporation has acquired the assets of Hof Service
Company for a cash purchase price of approximately $43 million,
subject to certain post-closing adjustments.
  
"The acquisition of Hof provides us with an excellent opportunity
to profitably expand our position in the Washington, D.C.,
Baltimore, and Virginia markets," Stewart G. MacDonald, Mac-Gray's
chairman and chief executive officer, said.  "With more than
50 years of experience, Hof has a first-class reputation in
laundry facilities management, and their long-standing dedication
to customer service aligns closely with Mac-Gray's values.  The
company's president Daryle Bobb and his talented team are a
welcome addition to Mac-Gray.  Because of their commitment to
service and innovation, we believe they will be a natural fit with
our organization.
    
“Hof's operations are highly concentrated in their markets, which
made the company an attractive acquisition,” Mr. MacDonald
concluded.  “Hof's client locations complement our existing
footprint in the mid-Atlantic region and provide far greater
density in those two key urban areas.  We anticipate that the
acquisition will contribute approximately $2 million in
incremental monthly revenue and will be fully accretive to
earnings in 2008.”
    
“While this is an emotional and important event for our family, we
nevertheless made the decision to sell to Mac-Gray because we knew
that our employees, clients, and customers would be in the best
hands,” Stanley Bobb, CEO of Hof, said.  “After more than four
decades in this business, it's time to plan for the future, and
I'm excited that my son Daryle and I will continue to be involved
in developing the Washington, Baltimore, and Virginia markets with
Mac-Gray.”  

“They have resources and technology that will only continue to
improve the quality of laundry facilities management for our
clients and customers, and allow us to grow our client base in the
region,” Mr. Bobb added.  “We are proud of what all of Hof's team
players have achieved over many years, but we are also very
pleased and proud that Hof is now part of Mac-Gray.”
    
Due to its success and leadership position in the Washington and
Baltimore markets, and recognized brand, the organization will
continue to operate under the Hof Laundry Systems name.  

Daryle Bobb will join Mac-Gray as a vice president and general
manager in these markets.
    
Mac-Gray is funding this acquisition with an expansion of its
existing bank credit facility, which was increased from
$65 million to $85 million.  

JPMorgan Chase Bank leads the company's bank group.  Mufson Howe
Hunter & Company LLC acted as financial advisors to Hof Laundry in
this transaction.

                   About Hof Service Company

Headquartered in Beltsville, Maryland, Hof Service Company serves
multi-housing clients in Washington, D.C., Maryland, and Virginia,
Hof Service Company is a laundry facilities management services
and equipment provider, well as a distributor of commercial
laundry equipment, serving the mid-Atlantic region.

                   About Mac-Gray Corporation
    
Headquartered in Waltham, Massachusetts, Mac-Gray Corporation
(NYSE: TUC) -- http://www.macgray.com/-- provides card-and coin-
operated laundry facilities management services and energy-
efficient MicroFridge(R) appliances to multi-nit housing locations
such as apartment buildings, college and university residence
halls, condominiums and public housing complexes.  Founded in
1927, Mac-Gray also sells services and leases commercial laundry
equipment to commercial laundromats and institutions through its
product sales division.  Mac-Gray serves approximately 63,000
multi-housing laundry rooms located in 40 states and the District
of Columbia.

                         *     *     *

Moody's Investor Services assigned B1 on Mac-Gray Corporation's
probability of default and long term corporate family rating on
September 2006.  The outlook is stable.
     
Standard and Poor's placed BB rating on the company's long term
foreign and local issuer credit on September 2005.  The outlook is
negative.


MARCAL PAPER: Disclosure Statement Hearing Slated for Sept. 26
--------------------------------------------------------------
The Honorable Morris Stern of the United States Bankruptcy Court
for the District of New Jersey will convene a hearing on Sept. 26,
2007, at 10:00 a.m, to consider the adequacy of Marcal Paper Mills
Inc.'s Amended Disclosure Statement Explaining its Amended Chapter
11 Plan of Reorganization.

                     Treatment of Claims

Under the Plan, Other Priority Claims will receive cash equal to
the allowed claim after the effective date.

Prepetition Secured Lender Claims will be paid in full, in cash
in an amount equal to the principla and all interest accrued.

Holders of Other Secured Claims will be reinstated in accordance
with the provision of Section 1124(20 of the Bankruptcy Code.

General Unsecured Claims will receive a pro rata share of up to
$31.72 million in aggregate, provided, no holder of this claim
will receive more than 52% of the holder's claim.

Equity Interest will not receive any distribution under the
Plan.

A full-text copy of Marcal Paper's Amended Disclosure Statement is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=070813031049

                     About Marcal Paper

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc. --
http://www.marcalpaper.com/-- produces over 160,000 tons of      
finished paper products, including bath tissue, kitchen towels,
napkins and facial tissue, distributed to retail outlets for home
consumption and to distributors for away-from-home use in hotels,
restaurants, hospitals offices and factories.  Marcal, founded in
1932, is a privately-held, fourth generation family business.  It
employs over 900 people in its Elmwood Park, New Jersey and
Chicago, Illinois manufacturing operations.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of more than $100 million.


MOBILE MINI: Board OKs $50 Million Stock Repurchase Program
-----------------------------------------------------------
Mobile Mini Inc. reported that its board of directors has
authorized a stock repurchase program of up to $50 million of the
company's common stock over a period of six months.

Under the terms of the stock repurchase program, Mobile Mini may
repurchase shares in open market purchases or in privately
negotiated transactions in compliance with applicable securities
laws and regulations including the SEC's Rule 10b-18.  The timing
and amount of repurchases under this program will depend on market
conditions and other corporate considerations, and will also be
subject to Rule 10b-18 requirements.  The repurchase program will
be funded from available working capital.  There were
approximately 36.4 million shares of Mobile Mini common stock
outstanding as of Aug. 3, 2007.

Steven Bunger, chairman, president & chief executive officer
stated, "Our board of directors believes that the recent trading
price of our common stock does not adequately reflect the
company's present value and strong growth prospects.  We believe
that, based on current market prices, the repurchase program is a
good investment of our available funds and reaffirms our
commitment to building shareholder value."

                        About Mobile Mini

Based in Tempe, Arizona, Mobile Mini Inc. (Nasdaq: MINI) --
http://www.mobilemini.com/-- designs and manufactures portable   
steel storage containers, portable offices, telecommunication
shelters and a variety of delivery systems.   The company markets,
services and distributes its products through a network of
company-owned branch locations in the U.S., Canada, the UK and The
Netherlands and over 1,950 dedicated employees.

                          *     *     *

As of Aug. 9, 2007, the company holds Moody's Ba3 long-term
corporate family rating and B1 senior unsecured debt rating.  The
outlook is positive.

Standard & Poor's also rates the company's long-term foreign and
local issuer credits at BB with a positive outlook.


MONITRONICS INT'L: Repaid Debt Cues S&P to Withdraw Ratings
-----------------------------------------------------------
On Aug. 10, 2007, Standard & Poor's Ratings Services said that it
has withdrawn its ratings, including its B+/Negative/-- corporate
credit rating, on Dallas, Texas-based Monitronics International
Inc.  "The company recently announced the completion of a tender
offer for its 11.75% senior subordinated notes, and has also
repaid all other existing publicly rated debt," said Standard &
Poor's credit analyst Ben Bubeck.


MONITRONICS INT'L: Moody's Withdraws B1 Corporate Family Rating
---------------------------------------------------------------
Moody's Investors Service withdrew Monitronics International
Inc.'s ratings following the recent redemption of its $160 million
senior subordinated notes due 2010 and recent cancellation of its
$145 million senior secured revolver due 2008.

These ratings were withdrawn:

-- B1 Corporate Family Rating;

-- B1 Probability of Default Rating;

-- Ba2 (LGD2/29%) rating on $145 million Senior Secured Revolver
    due 2008; and

-- B3 (LGD5/84%) rating on $160 million 11.75% Senior
    Subordinated Notes due 2010.

Headquartered in Dallas, Texas, Monitronics International, Inc.
provides security alarm monitoring and related services to
residential and business subscribers throughout the United States
and North America.  For the twelve months ended March 31, 2007,
the company generated revenues of about $191 million.


MERRILL LYNCH: Fitch Rates $440,000 Class B-2 Certs. at B
---------------------------------------------------------
Fitch rated Merrill Lynch Mortgage Investors Trust, MLCC Series
2007-3 residential mortgage pass-through certificates, as:

-- $284,200,000 classes I-A1, I-A2, II-A1, II-A2, III-A1,  
    III-A2 and A-R 'AAA' ('senior certificates');

-- $4,698,000 class M-1 'AA';

-- $1,762,000 class M-2 'A';

-- $1,174,000 class M-3 'BBB';

-- $734,000 class B-1 'BB';

-- $440,000 class B-2 'B'.

The 'AAA' rating on the senior certificates reflects the 3.20%
subordination provided by the 1.60% M-1 class, the 0.60% M-2
class, the 0.40% M-3 class, the 0.25% non-offered class B-1 class,
the 0.15% non-offered class B-2 class and the 0.20% non-offered,
non-rated class B-3 class.  Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults, as
well as bankruptcy, fraud, and special hazard losses in limited
amounts.  In addition, the ratings reflect the quality of the
mortgage collateral, the strength of the legal and financial
structures, and the capabilities of Wells Fargo Bank, N.A. as
master servicer (rated 'RMS1' by Fitch).

The mortgage pool consists primarily of 390 recently originated,
adjustable rate, conventional, first lien, one - to four-family,
residential mortgage loans, a substantial majority of which have
original terms to maturity of 30 years.  As of the cut-off date,
the pool had an aggregate principal balance of about $293,596,173.

The average loan balance is $752,811, and the weighted average
original loan-to-value ratio for the mortgage loans in the pool is
approximately 68.49%.  The weighted average FICO credit score for
the pool is about 749.  Cash-out and rate/term refinance loans
represent 25.52% and 20.16% of the pool, respectively.  Second and
investor-occupied homes account for 19.91% and 5.51% of the pool,
respectively.  The states that represent the largest geographic
concentration are California (17.35%), New York (10.19%) and
Florida (8.87%)

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

The loans were purchased by Merrill Lynch Mortgage Lending, Inc.,
which were subsequently sold to Merrill Lynch Mortgage Investors,
Inc.  Merrill Lynch Mortgage Investors, Inc. deposited the loans
in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  For federal income
tax purposes, elections will be made to treat the trust as
separate multiple real estate mortgage investment conduits.  HSBC
Bank USA, National Association, will act as trustee.


NEOMEDIA TECH: June 30 Balance Sheet Upside-Down by $52.6 Million
-----------------------------------------------------------------
NeoMedia Technologies Inc.'s consolidated balance sheet at
June 30, 2007, showed $27.1 million in total assets and
$79.7 million in total liabilities, resulting in a $52.6 million
total stockholders' deficit.

The company's balance sheet at June 30, 2007, also showed strained
liquidity with $12.4 million in total current assets available to
pay $39.6 million in total current liabilities.

NeoMedia Technologies Inc. reported a net loss of $2.6 million,  
which includes a loss from discontinued operations of $722,000,
for the second quarter ended June 30, 2007.  This compares to net
income of %5.1 million, which includes loss from discontinued
operations of $2.1 million, in the comparable period last year.

Total net sales for the three months ended June 30, 2007, were
$624,000, which represented a $135,000, or 28%, increase from
$489,000 for the three months ended June 30, 2006.  This increase
resulted from $135,000 increased net sales in 2007 from Gavitec
provided through new program development.

Loss from operations decreased to $2.0 million in the current
quarter, versus loss from operations of $3.9 million in the
comparable period a year ago.  The decrease in loss from
operations was primarily due to an increase in gross profit and
reduced expenses for sales and marketing, general and  
administrative, and research and development.

The net loss for the current quarter primarily reflects a smaller
gain from the change in fair value of embedded conversion features
associated with the Series C preferred stock, warrants, and
convertible debentures in the amount of $1.2 million in the
current quarter, compared with a gain of $11.0 million in the same
period in 2006, and $908,000 of additional interest expense during
the three months ended June 30, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?224a

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 13, 2007,
Stonefield Josephson Inc. expressed substantial doubt about
NeoMedia Technologies Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2006, and 2005.  Stonefield Josephson pointed
to the company's significant operating losses, negative cash flows
from operations and working capital deficit.

                  About NeoMedia Technologies

NeoMedia Technologies Inc. -- http://www.neom.com/-- (OTC BB:  
NEOM) is a mobile enterprise and marketing technology company and
offers direct-to-mobile-Web technology solutions.  NeoMedia's
flagship qode(R) service links the world's leading companies to
the wireless, electronic world.  NeoMedia is headquartered in Fort
Myers, Fla., with an office in Aachen, Germany.


NUANCE COMMS: Incurs $7.6 Million Net Loss in Third Qtr. 2007
-------------------------------------------------------------
Nuance Communications Inc. reported revenues of $156.6 million in
the quarter ended June 30, 2007, a 39% increase over revenues of
$113.1 million in the quarter ended June 30, 2006.  Nuance
recognized a net loss of $7.6 million in the quarter ended
June 30, 2007, compared with a net loss of $9.4 million in the
quarter ended June 30, 2006.

For the nine months ended June 30, 2007, the company reported
revenues of $422.1 million, as compared with revenues of
$122.3 million for the nine months ended June 30, 2006.  The
company recognized net loss of $10.6 million for the nine months
ended June 30, 2007, as compared with net loss of $15.7 million
for the nine months ended June 30, 2006.

As of June 30, 2007, the company's balance sheet showed total
assets of $1.6 billion, total liabilities of $806.7 million, and
total stockholders' equity of $749.6 million.  The company held
cash and cash equivalents of $168 million and marketable
securities of $7.8 million at June 30, 2007.

"Nuance experienced solid growth in its embedded, network and
healthcare speech business lines, fueling strong revenue and
earnings above expectations," said Paul Ricci, chairman and chief
executive officer of Nuance.  "These results further demonstrate
our ability to extend Nuance's position in the global speech
industry and to realize the benefits and synergies of recent
acquisitions."

                     Strategic Acquisitions

The company announced the acquisitions of VoiceSignal and Tegic
Communications, adding proven solutions, broad industry
relationships and talented employees that enhance Nuance's
position in mobile markets.  The companies present compelling
opportunities for Nuance with respect to their technical and
operational capabilities, respective growth trajectories and
financial returns afforded shareholders.  Nuance expects these
acquisitions will close during its fourth fiscal quarter.

                   About Nuance Communications

Based in Burlington, Massachusetts, Nuance Communications Inc.
(NASDAQ: NUAN), fka ScanSoft Inc., -- http://www.nuance.com/--    
provides speech and imaging solutions for businesses and consumers
around the world.  Its technologies, applications and services
that help users interact with information, and create, share and
use documents.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2007,
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Burlington, Massachusetts-based Nuance
Communications Inc. and assigned its 'B-' rating to Nuance's
proposed $150 million senior unsecured convertible notes due 2027.  
Proceeds from the notes will be used to partially fund the
previously announced acquisition of Tegic Communications Inc.  The
outlook is positive.


PARALLEL PETROLEUM: Earns $3.5 Million in Qtr. Ended June 30
------------------------------------------------------------
Parallel Petroleum Corporation Parallel reported net income of
$3.5 million for the three months ended June 30, 2007.  Included
in net income was a $2.2 million pre-tax loss on derivatives,
which included settlements of $3.4 million.  Parallel had no
derivatives classified as hedges during the second quarter of
2007.  For the three months ended June 30, 2006, Parallel recorded
net income of $2.5 million.  Included in net income for the three
months ended June 30, 2006, was a $5.4 million pre-tax loss on
derivatives, which included settlements of $1.1 million and a gain
on ineffective portion of hedges of $50,000.

For the second quarter of 2007, Parallel's oil and natural gas
sales were 270 MBbls of oil and 1,679 MMcf of natural gas, or
550 MBOE.  During this period, the average prices the company
received for its oil and natural gas on an unhedged basis were
$59.24 per barrel and $6.79 per Mcf, or $49.81 per BOE.  For the
same period of 2006, oil sales were 298 MBbls at an average
unhedged price of $63.17 per barrel and natural gas sales were
1,726 MMcf at an average unhedged price of $6.25 per Mcf, or
586 MBOE at an average unhedged price of $50.56 per BOE.

When comparing the second quarter of 2007 to the second quarter of
2006, oil and gas revenues increased about 4% to $27.4 million and
total costs and expenses increased about 10% to $15.3 million,
which reduced operating income by about 3% to $12.1 million.  
Total costs and expenses increased primarily due to increases in
lease operating expense, general and administrative expense, and
depreciation, depletion and amortization costs.  Interest expense
increased about 37% to $4.3 million.

                   Six Months Financial Results

For the six months ended June 30, 2007, Parallel reported net
income of $3.4 million.  Included in net income was a $6.6 million
pre-tax loss on derivatives, which included settlements of
$5.9 million.  Parallel had no derivatives classified as hedges
during the six months ended June 30, 2007.  For the six months
ended June 30, 2006, Parallel recorded net income of $4.1 million.  
Included in net income for the six months ended June 30, 2006, was
a $10 million pre-tax loss on derivatives, which included
settlements of $2.7 million and a gain on ineffective portion of
hedges of $200,000.

For the six months ended June 30, 2007, Parallel's oil and natural
gas sales were 543 MBbls of oil and 3,200 MMcf of natural gas, or
1,076 MBOE.  During this period, the average prices the company
received for its oil and natural gas on an unhedged basis were
$55.56 per barrel and $6.34 per Mcf, or $46.89 per BOE.  For the
same period of 2006, oil sales were 566 MBbls at an average
unhedged price of $60.56 per barrel and natural gas sales were
2,893 MMcf at an average unhedged price of $6.42 per Mcf, or 1,048
MBOE at an average unhedged price of $50.43 per BOE.

When comparing the six months ended June 30, 2007 to the six
months ended June 30, 2006, oil and gas revenues increased about
8% to $50.5 million and total costs and expenses increased about
20% to $30.1 million, which reduced operating income by about 7%
to $20.4 million.  Total costs and expenses increased primarily
due to increases in lease operating expense, general and
administrative expense, and depreciation, depletion and
amortization costs. Interest expense increased about 43% to
$8 million.

When comparing the six months ended June 30, 2007 to the six
months ended June 30, 2006, net cash provided by operating
activities decreased about 14% to $34.7 million, net cash used in
investing activities decreased about 29% to $80.7 million, and net
cash provided by financing activities decreased about 38% to
$45.6 million.

                      Balance Sheet Review

At June 30, 2007, current assets were $36.5 million, which
included $5.5 million of cash and cash equivalents.  Current
liabilities were $55.7 million, including current derivative
obligations of $17 million.  Long-term liabilities were
$250 million, including $209.5 million of debt and $9.1 million of
derivative obligations.  The borrowing base under the company's
revolving credit facility was $190 million as of June 30, 2007,
and outstanding borrowings under the revolving credit facility at
that same date were $159.5 million.

In addition, the company had $50 million outstanding under its
second lien term loan facility.  Effective July 31, 2007, the
company issued $150 million of 10.25% senior notes due 2014.  The
proceeds were used to pay off the $50 million second lien term
loan facility and to reduce the revolving credit facility by
$93 million. As of July 31, 2007, the borrowing base under the
company's revolving credit facility was $150 million, and
outstanding borrowings under the revolving credit facility at that
same date were $71 million.

As of June 30, 2007, the company's net capitalized costs
associated with its oil and gas properties and other equipment
were $446.3 million.  Stockholders' equity was $188.5 million.

                       Management Comments

Larry C. Oldham, Parallel's president, commented, "Our recent
$150 million notes offering enhances our ability to execute our
business plan.  We expect our production volumes to increase
during the third quarter as work-in-progress wells in the Barnett
Shale and Wolfcamp are completed and brought online.  As we
discussed in our operations update press release today, as of
August 1, we had 15 gross, or 6.17 net, wells in our two resource
gas projects that were completing, awaiting completion, or shut-in
awaiting pipeline connection.  Additionally there were 2 wells
drilling in the Barnett Shale, 2 wells drilling in the Wolfcamp,
and 1 well drilling in the Permian Basin."

                     About Parallel Petroleum

Parallel Petroleum Corp. -- http://www.plll.com/-- is an  
independent energy company headquartered in Midland, Texas,
engaged in the acquisition, exploration, development and
production of oil and gas using 3-D seismic technology and
advanced drilling, completion and recovery techniques.  Parallel's
primary areas of operation are the Permian Basin of West Texas and
New Mexico, North Texas Barnett Shale, Onshore Gulf Coast of South
Texas, East Texas and Utah/Colorado.

                          *     *     *

As reported in the Troubled Company Reporter on July 24, 2007,
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to oil and gas exploration and production company
Parallel Petroleum Corp.  At the same time, S&P assigned a 'B-'
rating to the company's proposed $150 million senior unsecured
notes due 2014.  The outlook is stable.


PASSARELLI SOLUTIONS: Case Summary & 20 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Passarelli Solutions, Inc.
        43-43 Northern Boulevard
        Long Island City, NY 11101

Bankruptcy Case No.: 07-44327

Type of business: The Debtor leases new and used passenger cars.

Chapter 11 Petition Date: August 10, 2007

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Eric J. Snyder, Esq.
                  Siller Wilk, L.L.P.
                  675 Third Avenue, 9th Floor
                  New York, NY 10017
                  Tel: (212) 421-2233
                  Fax: (212) 752-6380

Total Assets: $2,063,320

Total Debts:  $3,215,332

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ford Motor Credit              cap loan;               $2,593,650
Omni Plaza                     value of security:
333 Earle Ovington Boulevard   $1,309,102

Automotive Protection Corp.                              $300,000
6010 Atlantic Boulevard
Norcross, GA 30071

P.&A. Pellarin Associates                                $200,000
495 Union Avenue
Middlesex, NJ 08846

E.&M. Distributors                                        $17,667

Gasgo Petroleum, Inc.                                     $17,649

Worldwide Express                                          $9,874

The Korean Times                                           $9,250

North Star Auto Center                                     $6,808

Royal Auto Center, Inc.                                    $4,902

Reynolds & Reynolds Co.                                    $4,840

T.M.&T. Service                                            $4,118

The Korea Daily                                            $4,000

Industrial Uniform Services                                $3,909

Broadview Networks                                         $3,634

Lojack Corp.                                               $3,620

Newsday, Inc.                                              $2,605

The Korean Times N.Y.                                      $2,500

Auto Rich R.B.                                             $2,489

Call Source                                                $2,477

Dean's Auto Body                                           $1,984


PROGRESSIVE GAMING: Posts $34.2 Mil. Net Loss in Second Qtr. 2007
-----------------------------------------------------------------
Progressive Gaming International Corporation incurred a net loss
in the three months ended June 30, 2007, of about $34.2 million.
In the three months ended June 30, 2006, the company incurred a
net loss of $14.3 million.

The company reported that system revenues, now reported as the
sole component of revenues from continuing operations, rose 59% to
$18.8 million for the quarter ended June 30, 2007, from
$11.9 million in the same period a year ago.

Pursuant to the company's intention and related agreements to
divest its Table Games Division and remaining Slot Assets, these
operations have been classified as discontinued operations and the
company recorded a loss, net of taxes of about $29.3 million, and
about $800,000, for the second quarter 2007 and second quarter
2006 periods, respectively, related to the operations and write
down of the assets of these divisions.  The operations from the
slot and table game route along with the associated losses for the
write down of the related assets are included in the discontinued
operations line item of the company's statement of operations.

As of June 30, 2007, the company had total assets of
$150.6 million, total liabilities of $106 million, and total
stockholders' equity of $44.6 million.

                      Management's Comments

Commenting on the results, Progressive Gaming International
Corporation president and chief executive officer, Russel
McMeekin, stated, "Reflecting our success in repositioning
Progressive as a leading supplier of system-centric products, in
the 2007 second quarter period we recorded year-over-year and
quarterly sequential systems based revenue growth of 59% and 28%,
respectively, while generating gross margins at the high end of
our 2007 target.  Our ongoing progress in expanding our systems
business is evidenced by the installed base growth of our
products.  On a quarterly sequential basis, Casinolink
installations rose by 5%, or about 2,800 units, reflecting growth
in Asia and in European territories including in the United
Kingdom and Central European markets.  Table Management systems
also grew an impressive 8.6%, or by about 270 units on a quarterly
sequential basis.

"We also continue to generate meaningful traction with placements
of our CJS local and wide-area progressive/mystery jackpot system
with quarterly sequential installed base growth of more than 20%,
or more than 1,100 units, in the 2007 second quarter period.  We
expect CJS placements to accelerate further in the third and
fourth quarters and that our expected installed base will
meaningfully benefit the second half 2007 operating results.  In
July we achieved a significant milestone as CJS received approval
from the technology division of the Nevada Gaming Control Board to
move to field trials in the state.  We are currently completing
all site preparations for one multi-site trial to begin later this
month, with a second multi-site trial expected to begin next
month. Based on the strong existing backlog of orders for CJS, and
in anticipation of a final approval for this product in Nevada,
whereby we can begin to install CJS in the largest domestic slot
machine market, we believe we are on track to achieve our target
of 12,000 installations by the end of this year.

"In addition to growing our systems installed base, a second
priority for the company throughout 2007 has been on streamlining
our operations and cost structure and improving our balance sheet.  
In July we entered into a non-binding letter of intent for the
sale of our worldwide Table Game Division assets to Shuffle Master
Inc.  We are making progress toward completing this transaction in
accordance with our mutually agreed upon closing date.  In
addition to the capital expected to be generated from this sale,
we have other near-term opportunities that we are analyzing to
restructure our balance sheet in the most optimal manner.  We
believe these opportunities will also provide additional liquidity
to pursue long-term growth opportunities for the company's high-
margin recurring revenue systems business."

Progressive Gaming International Corporation's executive vice
president, chief financial officer and treasurer, Heather Rollo,
added, "Our 2007 second quarter operating results from continuing
operations benefited from the ongoing strength in our systems
business as well as cost reduction initiatives reflecting progress
made in streamlining our operations.  Systems revenues of
$18.8 million in Q2 2007 include the recognition of $3.8 million
in revenues related to Q1 2007 systems placements, which, for GAAP
purposes, were deferred until the second quarter.  We also
recognized approximately $1.7 million of slot and table revenues
which are classified in discontinued operations.  In addition to
these recorded revenues, there were proceeds from the sale of the
slot game assets which were offset against the assets being sold
and also classified as discontinued operations.  Reflecting the
higher level of systems based revenues in the overall mix for the
second quarter, we achieved gross margin from continuing
operations of 58% for the period, which is consistent with our
targeted 2007 gross margin range of 54% to 58%.

"We are making excellent progress in growing our systems revenues
as evidenced by $33.6 million in revenue recorded in the first
half of 2007 which is a 29% improvement over systems based
revenues generated in first half of 2006.  Gross margin improved
by nearly 700 basis points in the first half of 2007 compared to
the first half of 2006 and our Operating expenses (including SG&A
and R&D) declined by nearly 25% for the same periods.  We believe
we are positioned well for strong systems growth across all
product lines with the Casinolink installed base expected to grow
by approximately 10% to 15% year-over-year fueled in part by
initial placements related to the recent strategic alliance we
entered into with Melco / Elixir; expected CJS installed base
growth of more than 5,000 units in the second half of 2007; and,
table game management systems installed base growth to 4,000 units
by calendar year-end.  Our growing systems placements are expected
to benefit operating results in the second half of 2007 and future
periods will benefit from the high operating margins associated
with these daily recurring revenues.

"With the sale of our slot business and pending sale of the table
game business, we have classified our anticipated revenues of
$12 million to $14 million for the full fiscal 2007 year and the
associated costs from these divisions as discontinued operations.
As a result of these transactions, we have been able to reduce
headcount and other related costs resulting in over $7 million of
annualized savings. We are now achieving annual revenues of
approximately $280,000 per employee, which is in line with other
technology companies and we expect this metric will continue to
grow with our revenues."

                  Webb Litigation Status Update

The period for filing all post trial motions and responsive
pleadings has closed.  Based upon the company's review of the
pleadings, the applicable law, and the strength of its arguments,
the company expects that the Court will rule in the company's
favor and will reverse the jury verdict.  The company anticipates
that oral arguments related to the post-trial motions will be
heard in late 2007.  The posting of any bond related to the jury
verdict is stayed (on hold) unless and until the Court issues an
adverse decision on the motion for new trial.

In the event that the company needs to file an appeal in this
matter, a supersedeas bond will need to be posted.  Filing a bond
is typical in appellate procedure and is not meant to be punitive;
hence, the company does not anticipate that the amount of any
required bond will be a material portion of the total verdict.  
The bond is meant to provide protection to the judgment creditor
by forcing the appellant to deliberate the merits of their case
before filing an appeal.

The company does not expect final conclusion of these post trial
matters until at least 2008.

                    About Progressive Gaming

Headquartered in Las Vegas, Nevada, Progressive Gaming
International Corporation formerly Mikohn Gaming Corp. is a
supplier of integrated casino management systems software and
games for the gaming industry.

                         *     *     *

As reported in the Troubled Company Reporter on March 30, 2007,
Progressive Gaming International Corp. disclosed in a regulatory
filing with the Securities and Exchange Commission that the
company may be forced into bankruptcy if its appeal regarding a
$43.7 million judgment fails.


PTS INC: June 30 Balance Sheet Upside-Down by $722,781
------------------------------------------------------
PTS Inc.'s consolidated balance sheet at June 30, 2007, showed
$1.6 million in total assets, $2.3 million in total liabilities,
and $60,000 in minority interest, resulting in a $722,681 total
stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $508,404 in total current assets
available to pay $1.0 million in total current liabilities.

The company reported a net loss of $1.1 million for the second
quarter ended June 30, 2007, compared with a net loss of $350,326
for the same period ended June 30, 2007.  Results for the 2006
quarter includes loss from discontinued operations of Global Links
Card Services Inc. of $76,489, versus none in the 2007 quarter.

Total revenue was $462,500 for the three months ended June 30,
2007, compared to $206,423 during the three months ended June 30,
2006.  The increase results primarily from the new consulting
agreement entered into by DAC during January 2007.  

Loss from continuing operations before interest and discontinued
operations increased to $267,171 for the three month period ended
June 30, 2007, compared to a loss $235,112 for the comparable
period in 2006, mainly due to an increase in general and
administrative expenses.

The increase in net loss mainly reflects a charge of $762,353 to
reflect the non cash change in the fair value of the company's
derivative liability during the three months ended June 30, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?224f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2007
Lynda R. Keeton CPA LLC expressed substantial doubt PTS Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  Ms. Keeton pointed to the company's
limited operations and continued net losses.

                          About PTS Inc.

PTS Inc. (OTC BB: PTSH) -- http://www.ptspi.com/-- manufactures   
and distributes paraplegic and quadriplegic apparatus known in the
market as Glove Box(TM).  The company also offers consulting
services for marketing production design through third party
contractors.  Also, through its subsidiaries, engages primarily in
the sale of plastic stored value cards.   The company also
provides accessibility compliance consulting services.


RADNET INC: Suspends $445 Million Refinancing from GE Healthcare
----------------------------------------------------------------
RadNet Inc. reported that conditions in the debt markets have
necessitated that RadNet defer its previously contemplated
$445 million debt refinancing.  Instead, GE Healthcare Financial
Services has agreed to arrange for RadNet an incremental
$35 million as part of its existing credit facilities.  The
Incremental Facility will consist of an additional $25 million as
part of its first lien Term Loan B and $10 million of additional
capacity under RadNet's existing revolving line of credit.  The
incremental facility will be used to fund certain identified
strategic initiatives and for general corporate purposes.

Mark Stolper, RadNet's chief financial officer, stated, "The
incremental term loan and revolver capacity will provide us
additional liquidity to capitalize on opportunities we believe lie
ahead."  Mr. Stolper added, "The continuing deterioration of the
credit markets over the last few weeks, caused by troubles in the
sub-prime lending market and other factors, dictate that we are
unable to achieve our original refinancing objectives at this
time.  In the last 30 days, many debt financings were cancelled
and many of those that were completed, were completed under terms
and conditions much less attractive than desired."

Mr. Stolper added, "Our original refinancing transaction was an
elective one, and was intended to provide us with better pricing
than that of our existing credit facilities.  We continue to
believe we will be able to refinance our current facilities on
more attractive terms in the future when the credit markets
improve.  However, we are very pleased that this incremental
capital will provide us with the ability to accomplish our growth
plans in the near term."

                       About GE Healthcare

GE Healthcare Financial Services --
http://www.gehealthcarefinance.com/-- provides capital, financial  
solutions, and related services for the global healthcare market.  
With over $16 billion of capital committed to the healthcare
industry, GE Healthcare Financial Services offers a full range of
capabilities from equipment financing and real estate financing to
working capital lending, vendor programs, and practice acquisition
financing.

                        About RadNet Inc.

RadNet Inc.  (NasdaqGM: RDNT) -- http://www.radnet.com/--    
provides diagnostic imaging services through the ownership and
operation of freestanding, outpatient diagnostic imaging centers
in the United States.  Its imaging services primarily include
magnetic resonance imaging or MRI, computed tomography or CT,
positron emission tomography or PET, nuclear medicine,
mammography, ultrasound, diagnostic radiology, or X-ray, and
fluoroscopy.  It also provides its services on a contract basis.

RadNet Inc.'s balance sheet as of March 31, 2007, listed total
assets of $396.3 million, total liabilities of $445.7, and total
stockholders' deficit of $49.4 million.


REDS EHP: Moody's Assigns Low-B Ratings on Three Note Classes
-------------------------------------------------------------
Moody's Investors Service assigned definitive short-term and long-
term ratings to the notes issued by REDS EHP Series 2007-1 Trust.

The transaction is a securitisation of a portfolio of Australian
motor vehicle and equipment leases originated by BOQ Equipment
Finance Limited, a division of Bank of Queensland Limited.  The
notes are backed by a variety of lease contracts, hire purchase
receivables, bills of sale and chattel mortgages.

Complete Rating Action:

-- P-1 to the AUD 190,000,000 Class A-1 Notes;
-- Aaa to the AUD 717,500,000 Class A-2 Notes;
-- A1 to the AUD 42,500,000 Class B Notes;
-- Baa2 to the AUD 17,000,000 Class C Notes;
-- Ba1 to the AUD 7,00,000 Class D Notes;
-- Ba3 to the AUD 1,000,000 Class E Notes;
-- Ba3 to the AUD 3,000,000 Class F Notes;
-- The AUD 9,800,000 Class G Notes are not rated;
-- The AUD12,200,000 Class H Notes are not rated.

The ratings address the expected loss posed to investors by the
legal final maturity.  The structure allows for timely payment of
interest and ultimate payment of principal with respect to the
Class A-1 and Class A-2 Notes by their legal final maturity, and
the ultimate payment of interest and principal with respect to the
Class B, Class C, Class D, Class E and Class F Notes by the legal
final maturity.

Moody's ratings address only the credit risks associated with the
transaction.  Other non-credit risks have not been addressed, but
may have significant effect on yield to investors.  Moody's
ratings are subject to revision, suspension or withdrawal at any
time at our absolute discretion.  The ratings are expressions of
opinion and not recommendations to purchase, sell or hold
securities.


RELIANT PHARMA: Registers Common Stock Initial Offering with SEC
----------------------------------------------------------------
Reliant Pharmaceuticals Inc. has filed a registration statement on
Form S-1 with the Securities and Exchange Commission for an
initial public offering of its common stock.  

The registration statement contemplates that Reliant will sell
newly issued common stock and that certain stockholders may sell a
portion of their current holdings of Reliant's common stock.
    
Goldman, Sachs & Co. and Merrill Lynch & Co. will act as the joint
lead managers and joint book-runners for the proposed offering.

The public offering will be made only by means of a prospectus
which, when available, may be obtained by writing or calling one
of the underwriters:

     Goldman, Sachs & Co.
     Attention: Prospectus Department
     85 Broad Street
     New York, NY 10004
     Tel: 212-902-1171

             or

     Merrill Lynch & Co.
     Attention: Prospectus Department
     4 World Financial Center
     New York, NY 10080
     Tel (212) 449-1000

                About Reliant Pharmaceuticals Inc.

Based in Liberty Corner, New Jersey, Reliant Pharmaceuticals Inc.
is a pharmaceutical company that specializes in the development,
commercialization and marketing of prescription therapeutic
products.  Reliant currently markets four cardiovascular products
in the United States and focuses on promoting its products to
targeted primary care and specialty physicians, well as selected
hospitals and academic centers in the United States.  Reliant's
sales force infrastructure is comprised of approximately 875 sales
and marketing professionals nationwide.


ROCKY POINT: Case Summary & 14 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Rocky Point Village Corporation
        2500 Rocky Point Drive
        Tampa, FL 33607

Bankruptcy Case No.: 07-07118

Chapter 11 Petition Date: August 11, 2007

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Richard J. McIntyre, Esq.
                  The McIntyre Law Firm, P.L.
                  6987 East Fowler Avenue
                  Temple Terrace, FL 33617
                  Tel: (813) 899-6059
                  Fax: (813) 899-6069

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Specialty Restaurants                                    $574,847
Corporation
8191 East Kaleer Boulevard
Anaheim, CA 92506

City of Tampa                                             $91,274
County Center, 20th Floor
601 East Kennedy Boulevard
Tampa, Florida
33602-4932

Hillsborough County                                       $50,000
Property Appraiser
16th Floor County Center
601 East Kennedy Boulevard
Tampa, Florida
33602-4932

Capri Engineering, L.L.C.                                 $18,000

Razak Geo Technical                                        $3,000
Engineers, Inc.

Tampa Electric Company                                     $2,174

Mobile Mini, Inc.                                          $2,303

American Surveying, Inc.                                   $1,500

Silcox, Kidwell &                                            $950
Associates, Inc.

Boelter Cointracts & Design,                                 $500
L.L.C.

The Wright Effect, Inc.                                      $200

O.C.H. Environmental                                         $205
Engineering, Inc.

Rapid Blue Print Co.                                          $29

Lifsey Trust Fund Nos. 2, 3                               unknown
& 4


ROUGE INDUSTRIES: Has Until September 17 to File Chapter 11 Plan
----------------------------------------------------------------
The Honorable Mary F. Walrath of the United States Bankruptcy
Court for the District of Delaware extended Rouge Industries Inc.
and its debtor-affilaites' exclusive periods to:

     a. file a Chapter 11 plan until Sept. 17, 2007; and

     b. solicit acceptances of that plan until Nov. 19, 2007.

As reported in the Troubled Company Reporter on July 25, 2007,
Thomas F. Driscoll III, Esq., at Morris Nichols Arsht & Tunnell,
said the Debtors intend to use the request for extension to
finalize and file a liquidating Chapter 11 plan.  The Debtors,
Mr. Driscoll added, want to conclude these cases as efficiently
as possible.

Based in Dearborn, Michigan, Rouge Industries Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).
Adam G. Landis, Esq., at Landis Rath & Cobb LLP and Alicia Beth
Davis, Esq., at Morris Nichols Arsht & Tunnell represent the
Debtors.  Kurt F. Gwynne, Esq., and Richard Allen Keuler, Jr.,
Esq., at Reed Smith LLP serve as counsel to the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $558,131,000 in total assets
and $558,131,000 in total debts.

On Dec. 19, 2003, the Court approved the sale of substantially
all of the Debtors' assets to SeverStal N.A. for $285.5 million.  
The Asset Sale closed on Jan. 30, 2005.


SASKATCHEWAN WHEAT: Signs $600 Million Credit Pact with GE Capital
------------------------------------------------------------------
Saskatchewan Wheat Pool entered into a credit agreement for a
$600 million senior secured revolving credit facility through a
syndicate of financial institutions led by GE Capital. The three-
year operating line will provide the necessary funding to support
the new company's working capital requirements.

The financing agreement replaces the Pool's existing $250 million
line of credit and Agricore United's $550 million line of credit
and may be extended at the option of the company for an additional
two years.

"This operating line provides the new company with the financial
capacity it requires to meet the needs and deliver the value to
our expanding customer base here and around the globe" said
Saskatchewan Wheat Pool president and chief executive officer Mayo
Schmidt. "It is one more milestone in integrating the capital
structures of these two agricultural leaders."

                   About Saskatchewan Wheat Pool

Saskatchewan Wheat Pool Inc. (TSX: SWP) is Canada's leading
publicly traded agri-business, with extensive operations and
distribution capabilities across Western Canada, and with
operations in the United States and Japan.  The Pool is
diversified into sales of crop inputs and services, grain handling
and marketing, livestock production services, agri-food processing
and financial services.  These operations are complemented by
value-added businesses and strategic alliances, which allow the
Pool to leverage its pivotal position between Prairie farmers and
destination customers.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2007,
Standard & Poor's Ratings Services maintained the CreditWatch
listings on Saskatchewan Wheat Pool (SWP; B+/Watch Pos/--) and
Agricore United (AU; BB/Watch Dev/--), following SWP's revised
CDN$1.8 billion offer for AU.  (The ratings on both companies were
placed on CreditWatch Nov. 8, 2006.)  The new proposal, under
which SWP will enhance and extend its common share offer for all
of AU's shares outstanding, has been deemed a "superior proposal"
by AU's board relative to James Richardson International Ltd.'s
April 19, 2007, proposal.  As such, JRI's proposal has been
terminated.


SATCON TECH: June 30 Balance Sheet Upside-Down by $4 Million
------------------------------------------------------------
SatCon Technology Corporation disclosed on Aug. 9, 2007, its
operating results for the quarter ended June 30, 2007.

SatCon Technology Corp.'s consolidated balance sheet at June 30,
2007, showed $34.9 million in total assets, $38.9 million in total
liabilities, resulting in a $4.0 million total stockholders'
deficit.

The company reported a net loss of $3.7 million for the second
quarter ended June 30, 2007, compared with a net loss of
$3.5 million for the same period a year ago.

Revenues for the quarter ended June 30, 2007, were $11.7 million
compared with $8.1 million in the second quarter of 2006, an
increase of 31%.  Revenues for the first six months totaled
$20.1 million, a 27% increase over the $15.7 million in 2006.

Revenues within the Power Systems Division in Canada increased by
59% to $5.2 million for the quarter compared to $3.3 million in
the second quarter of 2006 for a total in the first six months of
$8.8 million, a 58% increase over $5.6 million in 2006.  In
addition, the Applied Technology Division revenue recorded growth
of over 42% to $1.8 million from $1.3 million for a total growth
of over 62% to $3.6 million in 2007 from $2.2 million in 2006.  
Revenues in the Motors and Hybrid Electric Vehicle business was up
66% to $1.0 million compared to $600,000 in 2006 with total
increases of approximately $400,000 from $1.4 to $1.8 million in
2007.  This revenue growth reflects the results of the company's
effort to focus on products targeted at the alternative energy and
distributed power markets.

Operating Losses for the second Quarter of 2007 were $3.5 million,
virtually equal to the same period of 2006 with a total six-month
loss of $6.5 million compared to $6.7 million in 2006.  However,
included in the Q2 2007 losses are approximately $1.0 million of
excess costs associated with older legacy products primarily in
the Power Systems Division.  In addition, the company experienced
increased labor costs as well as increased materials costs due to
the availability of materials from the company's supplier base to
meet increased demand for photovoltaic inverters and a
strengthening of the Canadian dollar during the last quarter.  

The company continued to increase direct investment spending in
R&D with a modest increase of $100,000 to $600,000 in Q1 2007 for
a total of $1.3M for the first half of 2007, an increase from
$200,000 in 2006, primarily to support the development of new
photovoltaic products.  These cost increases were partially offset
by reduced SG&A expenses by $300,000 or 11% and $900,000 or 13%
for the first six months, primarily due to a decrease in corporate
costs related to legal and other fees, reduced payroll and other
overhead costs.

"This has been a strong revenue growth quarter for SatCon," said
David Eisenhaure, president and chief executive officer.  "As we
have been predicting for some time, the Photovoltaic Inverter
market opportunity is experiencing rapid growth and we have been
positioned well to take advantage of the technical strength of our
products."

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?225e

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
Vitale, Caturano and Company Ltd. expressed substantial doubt
about SatCon Technology Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm reported that the company incurred a net loss of
$19.8 million and used $9.8 million of cash in its operating
activities and as of Dec. 31, 2006, has a stockholders' deficit of
$2.5 million.  In addition, the company has historically incurred
losses and used cash, rather than provided cash, from operations.

                     About SatCon Technology

SatCon Technology Corporation (NasdaqCM: SATC) --
http://www.satcon.com/-- is a developer and manufacturer of  
electronics and motors for the Alternative Energy, Hybrid-Electric
Vehicle, Grid Support, High Reliability Electronics and Advanced
Power Technology markets.


SHARON KINSER: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sharon Kay Kinser
        P.O. Box 148
        Sopchoppy, FL 32358
        aka Sharon Kay Williamson
        dba Kinser Corporation/Harbor House

Bankruptcy Case No.: 07-40416

Type of business: The Debtor owns and operates a restaurant.

Chapter 11 Petition Date: August 9, 2007

Court: Northern District of Florida (Tallahassee)

Debtor's Counsel: Thomas B. Woodward, Esq.
                  P.O. Box 10058
                  Tallahassee, FL 32302
                  Tel: (850) 222-4818
                  Fax: (850) 561-3456

Total Assets: $2,189,402

Total Debts:  $1,598,326

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of America                credit card                $24,097
P.O. Box 17054
Wilmington, DE 19884

Americredit                    automobile                 $14,696
801 Cherry Street,
Suite 3900
Forth Worth, TX 76102

Chase                          credit card                $13,888
800 Brooksedge Boulevard
Westerville, OH 43081

Wash Mutual/Providian          credit card                $12,280

Gemb/Jcp                       charge account              $6,427

Kay Jewelers                   miscellaneous               $4,492
                               jewelry; value of
                               $2,500

Gemb/Dillards                  charge account              $3,851

Jjill/Cbsd                     charge account              $1,858

Ugi Utilities, Inc.                                        $1,099

Chase-Bp                       credit card                 $1,081

Chase-Bp                       credit card                 $1,507

Capital One Bank               credit card                   $967

Mcydsnb                        charge account                $867

Target Nb                      credit card                   $775

Bmby/Cbsd                      charge account                $798

Gemb/Belk                      charge account                $679

Cbcs                           Agriculture Penson.           $640
                               Padgett Att.

Gemb/Gap                       charge account                $438


STATION CASINOS: June 30 Balance Sheet Upside-Down by $167.6 Mil.
-----------------------------------------------------------------
Station Casinos Inc. had total assets of $3.7 billion, total
liabilities of $3.9 billion, and total stockholders' deficit of
$167.6 million as of June 30, 2007.

The company's June 30 balance sheet also showed strained liquidity
with total current assets of $195.4 million, and total current
liabilities of $257 million.

Long-term debt was $3.44 billion as of June 30, 2007. Total
capital expenditures were $74.7 million for the second quarter.
Expansion and project capital expenditures included $6.1 million
for Phase III of Red Rock, $6.8 million for the expansion of
Fiesta Henderson, $18.4 million for the corporate office building
and $10.2 million for the purchase of land. As of June 30, 2007,
the Company's debt to cash flow ratio, as defined in its bank
credit facility, was 5.7 to 1.

                      Results of Operations

The company's net revenues for the second quarter ended June 30,
2007 were about $362.9 million, an increase of 6% compared to the
prior year's second quarter.

During the second quarter, the company incurred $1.9 million in
costs to develop new gaming opportunities, primarily related to
Native American gaming, $6.1 million related to costs associated
with the FCP transaction noted below, $1 million of preopening
expenses, $1.7 million gain on asset sales, $3.8 million in
management agreement/lease termination costs and $100,000 of other
non-recurring credits.  Including these items, the company
reported net income of $15.1 million for the second quarter 2007,
as compared with net income of $26.8 million in the prior year's
second quarter.

                         Proposed Merger

On Feb. 23, 2007, the company entered into a definitive merger
agreement with Fertitta Colony Partners LLC, pursuant to which FCP
agreed to acquire all of Station's outstanding common stock for
$90 per share in cash.  FCP is a new company formed by Frank J.
Fertitta III, chairman and chief executive officer of Station,
Lorenzo J. Fertitta, vice chairman and president of Station and
Colony Capital Acquisitions, LLC, an affiliate of Colony Capital,
LLC.

                      About Station Casinos

Station Casinos Inc. -- http://www.stationcasinos.com/-- (NYSE:  
STN) owns and operates Red Rock Casino Resort and Spa, Palace
Station Hotel & Casino, Boulder Station Hotel & Casino, Santa Fe
Station Hotel & Casino, Wildfire Casino and Wild Wild West
Gambling Hall & Hotel in Las Vegas, Nevada, Texas Station Gambling
Hall & Hotel and Fiesta Rancho Casino Hotel in North Las Vegas,
Nevada, and Sunset Station Hotel & Casino, Fiesta Henderson Casino
Hotel, Magic Star Casino and Gold Rush Casino in Henderson,
Nevada.  

Station also owns a 50% interest in Green Valley Ranch Station
Casino, Barley's Casino & Brewing Company and The Greens in
Henderson, Nevada and a 6.7% interest in the Palms Casino Resort
in Las Vegas, Nevada.  In addition, Station manages Thunder Valley
Casino near Sacramento, California on behalf of the United Auburn
Indian Community.

                          *     *     *

As reported in the Troubled Company Reporter on July 12, 2007,
Standard & Poor's Ratings Services announced that its ratings for
Station Casinos Inc., including the 'BB-' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed Nov. 2, 2006.  S&P have determined that once
potential barriers to the company's pending LBO deal have been
eliminated, S&P will lower its existing ratings by one notch,
bringing the corporate credit rating to 'B+'.  In turn, the rating
on the company's senior unsecured notes will be lowered to 'B'
from 'B+' and the rating on the subordinated notes will be lowered
to 'B-' from 'B'.  The rating outlook is expected to be negative,
reflecting credit measures that will be weak even for the 'B+'
rating due to the pending LBO by Fertitta Colony Partners LLC.


SYNIVERSE TECHNOLOGIES: Inks $464 Million Amended Credit Pact
-------------------------------------------------------------
Syniverse Technologies Inc. entered into a $464 million amended
and restated credit agreement.  The agreement provides for a term
loan of $112 million in aggregate principal amount, a delayed draw
term loan of $160 million in aggregate principal, a Euro-
denominated delayed draw term loan facility of the equivalent of
$130 million, a revolving credit line of $42 million, a Euro-
denominated revolving credit line of the equivalent of $20 million
and a multi-currency letter of credit commitment of $15 million.

Syniverse used $112 million of the total amount borrowed under the
senior credit facility plus available cash on hand to repay its
previous senior credit facility and to pay related transaction
fees and expenses.  The delayed draw term loans are intended to
fund the proposed acquisition of the wireless clearing and
financial settlement business of Billing Services Group, including
the refinancing of existing debt of Billing Services Group, and to
pay related transaction fees and expenses.

Lehman Brothers Inc. and Deutsche Bank Securities Inc. acted as
joint lead arrangers and joint book-running managers for the deal.
Bear, Stearns & Co. Inc. and LaSalle Bank National Association
acted as co-documentation agents.

                         About Syniverse

Syniverse Technologies Inc. in Tampa, Florida (NYSE: SVR) -
http://www.syniverse.com/-- provides technology services for   
wireless telecommunications companies.  Its integrated suite of
services include technology interoperability services, which
enable the invoicing and settlement of domestic and international
wireless roaming telephone calls and wireless data events; SMS
and MMS routing and translation services between carriers; and
interactive video and mobile broadband solutions, prepaid
applications, and roaming services.  Celebrating its 20th
anniversary in 2007, Syniverse has offices in major cities around
the globe.  Syniverse is ISO 9001:2000 certified and TL 9000
approved, adhering to the principles of customer focus and
quality improvement practices.

                          *     *     *

As reported in the Troubled Company Reporter on June 29, 2007,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating, along with its stable outlook, and its 'B' senior
subordinated debt rating on Syniverse Technologies Inc.  At the
same time, Standard & Poor's assigned its 'BB' bank loan rating
and '2' recovery rating to Syniverse's proposed $489 million
senior secured bank facility.  The bank loan rating, which is one
notch above the corporate credit rating, along with the '2'
recovery rating, reflect our expectation for substantial (70%-90%)
recovery of principal by creditors in the event of a payment
default.


TARGA RESOURCES: Moody's Affirms Ba3 Credit Facility Rating
-----------------------------------------------------------
Moody's Investors Service re-assigned ratings to Targa Resources,
Inc.'s existing senior secured credit facilities.  These ratings
were withdrawn last month when ratings were assigned to Targa's
proposed new credit facilities that would have taken out the
existing facilities.  Due to volatile market conditions, Targa has
cancelled the proposed credit facilities.

Ratings re-assigned include Ba3 ratings (LGD 3, 40%) on Targa's
existing senior secured credit facilities comprised of a
$1.25 billion term loan ($1.234 billion of principal amount
outstanding as of March 31, 2007), a $250 million revolving credit
facility, and a $300 million synthetic letter of credit facility.

The ratings on the facilities are one notch higher than before
because of the application of Moody's LGD methodology.  This is
primarily due to senior secured debt being a slightly smaller
proportion of Targa's liability structure than before due to the
repayment of a $700 million senior secured bridge term loan
earlier this year.  Moody's also revised the LGD point estimate on
Targa's B3-rated 8.5% senior unsecured notes due 2013 to LGD 6,
90%, from LGD 6, 93%.

In place of the proposed credit facilities, Targa's holding
company, Targa Resources Investments, Inc., borrowed under a new
$450 million credit facility to fund a planned distribution to
shareholders.  The Holdco facility is secured by a pledge of the
stock of Targa and will not be guaranteed by Targa until the
existing first lien term loan at Targa is paid in full.  Thus, it
is structurally subordinated to debt at Targa.

Pro forma consolidated leverage, including debt at Holdco and
Targa's MLP, is slightly higher than when Targa's ratings were
affirmed last month because the distribution to shareholders was
increased to $445 million versus the $414 million originally
contemplated and no cash from Targa's balance sheet was used to
fund the distribution.  However, Moody's did not consider the
increase in consolidated leverage significant enough to warrant a
reconsideration of Targa's B1 Corporate Family Rating.  The rating
outlook remains negative.

Targa Resources, Inc. is headquartered in Houston, Texas.


THE PANTRY: Repurchase Program Shows No Effect on Moody's Ratings
-----------------------------------------------------------------
Moody's stated that an announced share repurchase program by The
Pantry, Inc. does not impact the company's ratings (corporate
family rating of B1) or stable rating outlook.

On Aug. 9, 2007, Pantry announced a share repurchase program of up
to $35 million for each of fiscal 2007 and fiscal 2008, but not to
exceed an aggregate of $50 million.  The program authorizes the
company to repurchase shares its common stock until Sept. 25, 2008
in open market or private transactions.  The company intends to
use excess cash flow to fund these purchases.  Moody's does not
expect that the share repurchase program will meaningfully impact
the company's credit profile.

Pantry's ratings are:

-- $200 million secured revolving credit facility at Ba3 (LGD 3,
    33%);

-- $350 million secured term loan at Ba3 (LGD 3, 33%);

-- $250 million 7.75% senior subordinated (2014) notes at B3 (LGD
    5, 82%);

-- $150 million 3% senior subordinated convertible (2012) notes
    at B3 (LGD 5, 82%);

-- Corporate Family Rating at B1;

-- Probability of Default Rating at B1.

The Pantry, Inc, with headquarters in Sanford, North Carolina,
operates 1642 convenience stores across the Southeast.  Revenue
for the twelve months ending June 2007 was about $6.6 billion.


THORNBURG MORTGAGE: Unsteady Capital Cues S&P to Cut Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term
counterparty credit rating on Thornburg Mortgage Inc. to 'B' from
'BB'.  The rating was also placed on CreditWatch Negative.
     
The rating change reflects the unsteady state of the secured
financing capital markets on which Thornburg relies to fund its
mortgage REIT operations.  "While the company's balance sheet is
comprised of high-quality assets, dislocation in pricing of all
mortgage assets has restricted Thornburg's access to repo funding,
and the company is facing increasing margin calls," said Standard
& Poor's credit analyst Adom Rosengarten.  Thornburg specializes
in high-quality, prime, jumbo mortgage loans, with an average
loan-to-value of 67% and 'AAA' rated securities.  This abrupt and
significant liquidity pullback does not seem to be abating and
does not reflect the good performance of Thornburg's mortgage
portfolio.
     
Thornburg's high leverage levels, high balance of unencumbered
assets, and reliance on short-term funding is further restricting
access to liquidity.  This has been, and is likely to continue to
be a severe event for the company.  With limited alternatives for
financing and a challenged equity market in which to raise
additional capital, the ratings could face further downward
pressure.
     
The CreditWatch placement reflects the potential for further
rating actions if Thornburg fails to weather this liquidity
crunch.  Future rating actions will depend on Thornburg's ability
to shore up funding and raise the level of equity required to
manage through this cycle.  If there are continued significant
margin calls affecting Thornburg's funding profile and the company
is unable to secure additional financing, or if asset quality
deteriorates beyond expected levels, the rating could be further
lowered.  If Thornburg is successful in overcoming its funding and
liquidity pressures, the ratings could return to higher levels.


TIMKEN COMPANY: Moody's Affirms Ba1 Medium Term Notes Rating
------------------------------------------------------------
Moody's Investors Service revised Timken's ratings outlook to
positive from stable.

The positive outlook reflects improvements in the company's
operating performance and leverage as well as Moody's view that
the company's margin volatility may have been reduced as a result
of the business transformation initiatives it has pursued in the
past few years.  At the same time, Moody's affirmed Timken's Ba1
corporate family rating and the Ba1 rating on Timken's
$300 million Medium Term Notes, Series A.

Moody's Ba1 ratings reflect Timken's market position as a leading
producer of tapered roller and needle bearings, its well-regarded
reputation and long operating history, along with its moderate
leverage and reduced pension underfunding.  However, the Ba1
ratings incorporate Moody's concern over the ongoing poor
operating performance of its automotive segment, which comprises a
significant proportion of the company's end market exposure, low
operating margins, and modest free cash flow, which is due in part
to elevated capital expenditures in support of growth initiatives,
working capital pressures and pension contributions.

The stronger credit profile of the company reflects the expansion
into new industrial segments and international markets, as well as
the de-leveraging efforts in large part due to the company's
materially improved pension funding status having made
$900 million in contributions to the plan since 2002.  The company
continues to pursue growth initiatives, such as its move into high
growth markets, particularly, aerospace and industrial, strategic
divestitures of unprofitable businesses and the expansion of
global distribution channels.

Outlook Actions:

Issuer: The Timken Company

Outlook, Changed To Positive From Stable

The Timken Company, headquartered in Canton, Ohio, and founded
more than 108 years ago, is a global manufacturer of engineered
bearings, alloy and specialty steel components with operations in
26 countries on six continents.  The company is the world's
largest manufacturer of tapered roller bearings and alloy seamless
mechanical steel tubing and the largest North American-based
bearings manufacturer.  The company operates in three business
segments, Industrial (42% of revenues), Automotive (32%), and
Steel (26%).  For the LTM June 30, 2007 Timken generated about
$4.9 billion in revenues from continuing operations.


TITAN INT'L: Moody's Affirms B2 Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service affirmed Titan International, Inc.'s B2
corporate family, B2 probability of default, and SGL-2 speculative
grade liquidity ratings.

In addition, the B3 rating on Titan's $200 million senior
unsecured notes has been affirmed but the associated loss given
default assessment has changed to LGD5, 71% from LGD4, 58%.  The
lower senior unsecured notes recovery assessment follows the
capital structure change that occurred when $81 million of
subordinated debt converted to equity on March 21, 2007.  This
conversion eliminated a significant amount of debt with priority
claim junior to that of the senior unsecured notes, and thereby
lowered the expected recovery of the senior notes under Moody's
loss given default analysis.

The B2 corporate family rating has been affirmed despite the
March 2007 debt reduction because the pace of improvement in the
company's operating performance and credit metrics is being
constrained by the higher near-term costs associated with the
ongoing business mix shift away from the agricultural tire market
and toward the higher margin off-the-road market.

Titan is executing a "realignment" strategy whereby its
manufacturing mix is shifting away from agricultural markets
(59% of first half 2007 revenues with a 7% operating margin) and
toward higher margin off-the-road wheels and tires (34% of first
half 2007 revenues with an 18% operating margin).  

However, the costs of implementing this shift has constrained the
expected pace of improvement in margins and earnings.  Once the
company's realignment program nears completion, margins could
begin to more significantly benefit from the production shift to
OTR.  Additionally, Titan has recently announced a plan to build
production capacity to manufacture large mining tires.

The company has stated that large mining tire production would
start by mid 2008 and be funded from cash on hand.  The decision
to enter the large mining tire niche raises business risk as the
company has not produced these large tires before, other players
have stated their intent to increase mining tire production and
mining equipment demand is very sensitive to commodity prices.

Despite the B2 corporate family affirmation Moody's notes some key
credit positives.  The company's efforts to increase OTR sales
have demonstrated good judgment by management as the greater OTR
revenue mix has enabled the company to offset the degree of
erosion in its performance that would have otherwise resulted from
the increasing competitive pressures and rising rubber costs that
are negatively affecting the agricultural tire markets.  

Moody's expects that high commodity prices will support strong
intermediate-term demand for OTR tires. Moreover, the tire
industry's currently limited capacity for producing tires for this
sector should help support healthy margins.  Consequently, Titan's
margins and credit metrics could improve following the completion
of its efforts to expand OTR tire capacity.

The stable outlook reflects Moody's expectations that Titan's debt
protection measures should remain consistent with a B2 Corporate
Family Rating over the coming quarters.  Debt protection measures
should improve as the company completes its manufacturing
realignment and mining tire expansion.  Should the company
effectively address the operating challenges associated with these
initiatives during the coming quarters and begin to generate
improved credit metrics there could be positive movement in its
rating.

This positive rating movement would be supported by EBITA/average
assets in the high single digit percentages, and sustained
EBIT/interest exceeding 2 times.  A key ongoing risk facing Titan
will be the cyclicality in its end markets.  Nevertheless, Titan
should be able to weather future cyclical downturns much better
than in the past due to its commitment to maintain ample
liquidity.

The SGL-2 Speculative Grade Liquidity rating reflects Moody's view
that Titan will maintain a good liquidity profile over the next
12-month period.  The rating anticipates that about $119 million
in revolver availability under the revolving credit facility, cash
on hand of $62 million as of June 30, 2007 plus free cash flow
should be sufficient to fund capital spending and operational
needs over the next 12 months.

Titan, headquartered in Quincy, IL is a leading manufacturer of
wheels, tires and assemblies for off-highway vehicles serving the
agricultural, earthmoving/construction and consumer end markets.


TRANSDIGM GROUP: Buys Bruce Industries' Assets for $35 Million
--------------------------------------------------------------
TransDigm Group Incorporated has acquired certain assets from
Bruce Industries Inc. for approximately $35 million in cash.
    
"Bruce has, over the last 35 years, developed a reputation as a
premier supplier of highly engineered lighting solutions for the
aircraft industry,” W. Nicholas Howley, chairman and CEO of
TransDigm Group Incorporated stated.  “The proprietary nature,
established positions, and aftermarket content fit well with our
overall business strategy.”

                    About Bruce Industries Inc.   

Headquartered in Dayton, Nevada, Bruce Industries Inc. –
http://www.bruceind.com/-- designs and manufactures specialized  
fluorescent lighting used in the aircraft industry.  The major
commercial aircraft applications include the Boeing 737, 747, 757,
767, 777 family of commercial jets; Bombardier regional jets;
Challenger business jets; a broad range of Gulfstream business
jets; and the Airbus A320, and A330/A340 family of commercial
jets.  Major customers include: Boeing, Airbus, the commercial
airlines, Gulfstream, Bombardier, Honeywell and C&D.  Bruce has
approximately 125 employees.  

                       About TransDigm Inc.

Headquartered in Cleveland, Ohio, TransDigm Group Incorporated
(NYSE: TDG) - http://www.transdigm.com/-- through its wholly   
owned subsidiaries, including TransDigm Inc., designs,
manufactures and supplies highly engineered aircraft components
for use on nearly all commercial and military aircraft in service.  
Major product offerings, substantially all of which are ultimately
provided to end-users in the aerospace industry, include ignition
systems and components, gear pumps, mechanical/electro-mechanical
actuators and controls, NiCad batteries/chargers, power
conditioning devices, hold-open rods and locking devices,
engineered connectors, engineered latches and cockpit security
devices, lavatory hardware and components, specialized AC/DC
electric motors and specialized valving.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2007,
Standard & Poor's Ratings Services affirmed its 'B-' rating on
TransDigm Inc.'s 7.75% subordinated notes due 2014, which are
being increased $250 million, to a total of $525 million.  The
corporate credit rating is 'B+' and the outlook is stable.


TRINITY PLACE: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Trinity Place Child Care Centers, Inc.
             9895 West Remington Place
             Littleton, CO 80128

Bankruptcy Case No.: 07-18862

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        T.P.S.R.E.-Lone Tree, L.L.C.               07-18857

        T.P.S.R.E.-Jefferson Village, L.L.C.       07-18859

        Trinity Place Schools Real Estate,         07-18860
        L.L.C.

        T.P.S. Consulting Group, Inc.              07-18864

        Trinity Place School of Jefferson          07-18865
        Village, L.L.C.

Type of business: The Debtor provides early childhood education
                  and child care.  See
                  http://www.trinityplacechildcarecenters.com

Chapter 11 Petition Date: August 10, 2007

Court: District of Colorado (Denver)

Judge: Elizabeth E. Brown

Debtors' Counsel: Lee M. Kutner, Esq.
                  Jutner, Miller, Brinen, P.C.
                  303 East 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Trinity Place Child Care       $1 Million to         $1 Million to
Centers, Inc.                   $100 Million          $100 Million

T.P.S.R.E.- Lone Tree,         $1 Million to         $1 Million to
L.L.C.                          $100 Million          $100 Million

T.P.S.R.E.- Jefferson          $1 Million to         $1 Million to
Village, L.L.C.                 $100 Million          $100 Million

Trinity Place Schools               Unstated              Unstated
Real Estate, L.L.C.

T.P.S. Consulting Group,            Unstated             Less than
Inc.                                                       $50,000

Trinity Place School of          $100,000 to             Less than
Jefferson Village, L.L.C.       $100 Million               $50,000

A. Trinity Place Child Care Centers, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of the West               loan                       $50,000
P.O. Box 515274
Los Angeles, CA 90051

U.S. Bank                      loan                       $35,000
P.O. Box 790179
St. Louis, MO 63179-0179

Arapahoe County Tax Assessor   taxes                       $8,821
5334 South Prince Street
Littleton, CO 80201

Xcel Energy                    trade debt                  $6,073

Kaiser Permanente              trade debt                  $5,462

Dell                           trade debt                  $2,548

City of Littleton              taxes                       $2,533

C.I.T. Technology Financial    trade debt                  $1,722
Services

Denver Water                   trade debt                  $1,216

S-Pac                          trade debt                  $1,192

Climate Engineering            trade debt                  $1,103

T.R.S. Recovery Systems        trade debt                  $1,097

Department of Treasury         taxes                       $1,092

Green Mountain Water and       trade debt                  $1,071
Sanitation

Colorado Starwalk              trade debt                    $440

Department of Human Services   trade debt                    $405

Arapahoe Clerk and Recorder    trade debt                    $339

Orkin                          trade debt                    $200

U.S. Waste, L.L.C.             trade debt                    $179

Jefferson County Department    trade debt                    $151

B. TPSRE-Lone Tree, LLC's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ira Dury                                                 $210,725
c/o Baker & Hostetler
303 East 17th Avenue
Suite 1100
Denver, CO 80203

McBride Construction           trade debt                  $4,094
3007 Lariat Lane
Colorado Springs, CO 80921

Cherry Creek Insurance         trade debt                  $3,124
5660 Greenwood Plaza
Boulevard
Greenwood Village, CO 80111

Urbitecture, Inc.              trade debt                  $2,571

Fast Signs                     trade debt                  $1,079

Xcel Energy                    trade debt                     $66

C. TPSRE-Jefferson Village, LLC's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
A.M. Davis Mercantile Co.                                    $738
640 South 10th Street
P.O. Box 72226
Lincoln, NE 68501-2226

D. Trinity Place Schools Real Estate, LLC does not have any
   creditors who are not insiders.

E. TPS Consulting Group, Inc's Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Ireland Stapleton              trade debt                 $39,193
1675 Broadway
Suite 2600
Denver, CO 80202

F. Trinity Place School of Jefferson Village, LLC's 11 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Jefferson County Treasurer     taxes                      $33,785
Department 2075
Denver, CO 80256-001

Xcel Energy                    trade debt                  $4,793
P.O. Box 9477
Minneapolis, MN 55484-9477

C.I.T. Technology Financial    trade debt                    $986
Services, Inc.
P.O. Box 550599
Jacksonville, FL 32255-0599

I.D.-Confirm                   trade debt                    $460

A.D.T.                         trade debt                    $226

U.S. Waste, L.L.C.             trade debt                    $182

Orkin                          trade debt                    $150

Child Health Connection        trade debt                    $124

City of Littleton              trade debt                     $81

Denver Water                   trade debt                     $54

Ira Dury                       trade debt                      $1


US SHIPPING: Earnings Uncertainty Cues S&P's Negative CreditWatch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'B+' corporate credit rating, on U.S. Shipping Partners L.P.
on CreditWatch with negative implications.  The CreditWatch
placement reflects increased uncertainty over the company's future
revenue, earnings, and cash flow streams.  The Edison, New Jersey-
based shipping company has about $394 million of lease-adjusted
debt.
      
"The expiration of time-charter contracts in coming quarters will
increase U.S. Shipping's exposure to the spot market and
competitive pressures, which will likely hurt its operating
performance over the near to intermediate term," said Standard &
Poor's credit analyst Lisa Jenkins.  "At the same time, the
company's significant fleet renewal program is likely to put
additional pressure on liquidity, which is already constrained by
the company's master limited partnership structure."
     
Current ratings on U.S. Shipping reflect the tanker company's
limited free cash flow after partnership distributions; a very
aggressive financial policy; participation in the competitive and
capital-intensive shipping industry; and the modest size of its
fleet of older vessels.  These vessels, which face increasing
competitive pressures from newer vessels, will be phased out over
time because of a legislative mandate that all tankers that
transport oil into U.S. ports be double-hulled by 2015. U.S.
Shipping has placed an order for several new articulated tug
barges, one of which has already been delivered, to replace
existing capacity.  In addition to the new ATB program, U.S.
Shipping recently created a joint venture to finance the
construction of nine double-hulled product tankers by NASSCO, a
subsidiary of General Dynamics Corp. U.S. Shipping has the right
to buy the new product tankers as they are built, with the first
delivery expected in mid-2009.  Until its fleet is replaced, U.S.
Shipping is likely to face increased competitive pressures from
newer vessels in the marketplace.  Earnings pressures are likely
to be exacerbated by higher labor costs, as the company is in the
process of renegotiating contracts with its unions, which expired
in the second quarter of 2007.
     
Standard & Poor's will meet with management to discuss the
company's operating outlook for the coming year and options for
increasing liquidity in the wake of more uncertain operating
prospects and increased capital spending requirements.  The
company is examining its capital structure with the goal of
increasing liquidity.  S&P could lower ratings if it appears that
liquidity will remain constrained by competitive or investment
spending pressures.


VIEWPOINT CORP: Posts $5.2 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Viewpoint Corporation reported on Aug. 9, 2007, its financial
results for the second quarter ended June 30, 2007.

The company reported a net loss of $5.2 million and an operating
loss of 2.6 million for the second quarter of 2007, compared to a
net loss of $2.0 million and an operating loss of $2.0 million in
the first quarter 2007, and a net loss of $2.8 million and an
operating loss of $2.8 million in the second quarter 2006.  

Adjusted operating income ("AOI") was a loss of $1.5 million for
the second quarter, as compared to an AOI loss of $1.3 million in
the first quarter of 2007, and an AOI loss of $1.4 million for the
second quarter of 2006.

The company's net loss for the six months ended June 30, 2007, of
$7.2 million was based on a loss from operations of $4.6 million,
which included charges of $1.0 million for stock based  
compensation and $700,000 for depreciation and amortization.  This
compares to a net loss for the six months ended June 30, 2006, of
$6.8 million, based on a loss from operations of $5.2 million,
which included charges of $1.2 million for stock based
compensation and $600,000 for depreciation and amortization.  

AOI for the first six months ended June 30, 2007, was a loss of
$2.9 million, a $500,000 operating performance improvement,
compared to an AOI loss of $3.4 million for the first six months
ended June 30, 2006.

Viewpoint reported total revenue of $3.8 million for the second
quarter of 2007, a 16 percent increase as compared to $3.3 million
in the first of quarter 2007 and a 33 percent decrease as compared
to $5.7 million in the second quarter of 2006.  Gross profit was
$2.4 million for the second quarter of 2007, an increase of 2% as
compared to the $2.3 million for the first quarter of 2007 and a
decrease of 15% from $2.8 million for the second quarter of 2006.

For the six months ended June 30, 2007, the company reported
revenue of $7.2 million, compared with $9.7 million for the same
period in 2006.  For the six months ended June 30, 2007, gross
profit decreased 7% to $4.7 million in 2007 from $5.1 million in
2006.  Viewpoint's operating expenses for the six-month period
ended June 30, 2007, were $9.3 million compared with $10.3 million
for the six-month period ended June 30, 2006, a decrease of 10%.

Patrick Vogt, president and chief executive officer, commented,
"We made progress during the quarter by continuing to execute on
our strategy to meet the escalating demand for Premium Rich Media
from marketers, agencies and publishers.  We are laying the
groundwork for sustainable long-term profitability through our
strategic DG Fastchannel partnership and our recent enterprise
customer wins."  Mr. Vogt continued, "Moving forward we will
continue to focus on creating the most flexible rich media and
video ad platform in the industry.  With the successful build out
of our capabilities, we are now in a position where we can really
take advantage of the tremendous opportunities in the market.  We
continue to refine our business – creating additional capabilities
that complement our offerings in order to accelerate our growth.
As a result, we expect improvement in both revenue and operating
performance in 2007 compared to 2006."
Viewpoint's cash, cash equivalents, and marketable securities as
of June 30, 2007, were $5.7 million.  This can be compared with
cash, cash equivalents, and marketable securities of $2.8 million
as of March 31, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$30.0 million in total assets, $11.9 million in total liabilities,
and $18.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2262

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 22, 2007,
PricewaterhouseCoopers LLP, in New York, expressed substantial
doubt about Viewpoint Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, 2005, and 2004.   
The auditing firm pointed to the company's negative cash flow
from operations, net losses since inception, and limited capital
to fund future operations.

During the six months ended June 30, 2007, net cash used in
operations amounted to $3.2 million.  As of June 30, 2007, the
company had an accumulated deficit of $292.7 million.

                      About Viewpoint Corp.

Viewpoint Corp. (NasdaqGM: VWPT) -- http://www.viewpoint.com/--    
is a Internet marketing technology company, offering Internet
marketing and online advertising solutions through a combination
of its proprietary visualization technology and a full range of
campaign management services including TheStudio, Viewpoint's
creative services group, Unicast, Viewpoint's online advertising
group, and KeySearch, Viewpoint's search engine marketing
consulting practice.

The company has approximately 100 employees principally at its
headquarters in New York City, with additional offices in Los
Angeles and in Austin, Texas.


WHEELING PITTSBURGH: Posts $41.6 Mil. Net Loss in Second Quarter
----------------------------------------------------------------
Wheeling-Pittsburgh Corporation reported on Aug. 10, 2007, its
financial results for the second quarter ended June 30, 2007.

Wheeling Pittsburgh Corp. reported a net loss of $41.6 million and
an operating loss of $35.4 million for the second quarter ended
June 30, 2007, compared with net income of $9.3 million and
operating income of $19.3 million for the same period ended
June 30, 2007.

Steel shipments for the second quarter of 2007 totaled 684,592
tons or $682 per ton versus 667,944 tons or $717 per ton for the
second quarter of 2006 (excluding non-steel product revenue).  Net
sales for the second quarter of 2007 totaled $467.0 million as
compared to net sales of $493.9 million for the second quarter of
2006.  Net sales for the second quarter of 2006 included
$15.0 million from the sale of coke to the company's joint venture
partner.  The decrease in net sales versus the year ago quarter
was due to a decrease in the average selling price of steel
products sold of $35 per ton and a decrease in the sale of coke
during the second quarter 2007 due to the deconsolidation of the
Mountain State Carbon joint venture effective Jan. 1, 2007, offset
by an increase in the volume of steel products sold.

Cost of sales for the second quarter of 2007 totaled
$474.3 million as compared to cost of sales of $445.4 million for
the second quarter of 2006.  Cost of sales for the second quarter
of 2007 was reduced by an insurance recovery of $9.5 million
related to a prior year claim.  Cost of sales for the second
quarter of 2006 included the cost of coke sold of $11.5 million
and was reduced by an insurance recovery of $600,000 related to a
prior year claim.

Cost of sales of steel products sold during the second quarter of
2007 totaled $483.8 million, or $707 per ton versus $434.5 million
or $651 per ton during the second quarter of 2006.  The overall
increase of $49.3 million resulted principally from a per ton
increase of $56 and an increase in the volume of steel products
sold.  The increase in the per ton cost of steel products resulted
principally from unplanned outages as well as changes in the cost
of certain raw materials including scrap, pig iron and purchased
slabs.  The cost of coke during the second quarter of 2007 was
lower than the second quarter of 2006.

As a result of substantial losses to date in 2007 and the use of
cash for operating expenses, principally due to higher scrap
market prices, changes in vendor contracts and decreased selling
prices and volume as well as for capital investments, management  
anticipates that the company may require additional liquidity in
the foreseeable future.  These losses, together with the company's  
earnings outlook, make it likely that the company will not be able
to comply with its financial covenant under the Term Loan
agreement, which becomes effective on April 1, 2008.  While it has
been able to obtain relief from such covenants in the past, at
this time the company cannot assure that it will be able to
improve its results, obtain additional financing or get relief
from its Term Loan covenant.  Furthermore, in connection with the
amendment to the company's 10K which was filed on Aug. 10, 2007,
the company reclassified $286.5 million of long-term debt to a
current classification as of June 30, 2007.

James P. Bouchard, chairman and chief executive officer, said,
"Our second quarter results were disappointing.  As we have
previously indicated, results were impacted by unplanned outages
of the Electric Arc Furnace in April, higher than anticipated
scrap costs, as well as weaker than expected market conditions.  
We knew at the time of the proxy contest that Wheeling-Pitt's cost
structure had to be lowered and that this would take time to
accomplish.  There are several actions which we could take to
alleviate the liquidity situation.  First and foremost, among
these possible actions is the proposed merger with Esmark, which
will infuse between $50 million to $200 million of fresh equity
into the combined company.  We expect to refinance our revolving
credit facility in connection with the merger, which should
provide substantial additional liquidity.  The merger also brings
to Wheeling Pitt the cash flow from the Esmark companies. Post
merger there is also material improvement of the combined company
balance sheet.  The merger is proceeding as planned under all of
the terms and conditions agreed to by the Boards of Wheeling Pitt
and Esmark."

At June 30, 2007, the company's consolidated balance sheet showed
$1.085 billion in total assets, $891.5 million in total  
liabilities, and $194.0 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $473.9 million in total current
assets available to pay $742.2 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?2263

                       Going Concern Doubt

PricewaterhouseCoopers LLP, in Pittsburgh, expressed substantial
doubt about Wheeling Pittsburgh Corp.'s ability to continue as a
going concern on Aug. 9, 2007, in its report on the consolidated
financial statements included it the company's 10K/A for the year
ended Dec. 31, 2006.  The auditing firm reported that the company
has suffered losses from operations and had negative operating
cash flows in the first half of 2007.

                    About Wheeling-Pittsburgh

Wheeling-Pittsburgh Corp. (NasdaqGM: WPSC) -- http://www.wpsc.com/
-- is a steel company engaged in the making, processing and
fabrication of steel and steel products using both integrated and
electric arc furnace technology.  The company manufactures and
sells hot rolled, cold rolled, galvanized, pre-painted and tin
mill sheet products.  The company also produces a variety of steel
products including roll formed corrugated roofing, roof deck,
floor deck, bridgeform and other products used primarily by the
construction, highway and agricultural markets.


WHOLE FOODS: Wild Oats Shares Tender Offer Expires Tomorrow
-----------------------------------------------------------
Whole Foods Market Inc. has extended the expiration date for its
tender offer to purchase outstanding shares of Wild Oats Markets
Inc. to 5:00 p.m. tomorrow, Wednesday, Aug. 15, 2007.
    
As of the close of business on Aug. 9, 2007, a total of 16,641,830
shares of common stock of Wild Oats, which represent approximately
55.6% of the 29,926,251 shares that were outstanding as of
July 27, 2007 have been tendered and not withdrawn pursuant to the
tender offer.

On Feb. 21, 2007, Whole Foods Market entered into a merger
agreement with Wild Oats, pursuant to which Whole Foods Market,
through a wholly-owned subsidiary, has commenced a tender offer to
purchase all of the outstanding shares of Wild Oats at a purchase
price of $18.50 per share in cash.

On June 7, 2007, the Federal Trade Commission filed a suit in the
federal district court to block the proposed acquisition on
antitrust grounds and seeking a temporary restraining order
and preliminary injunction pending a trial on the merits.  Whole
Foods Market and Wild Oats consented to a temporary restraining
order pending a hearing on the preliminary injunction, which
concluded on Aug. 1, 2007.

The parties anticipate receiving a ruling from the federal
district court in mid-August.
    
                     About Wild Oats Markets

Headquartered in Boulder, Colorado, Wild Oats Markets Inc. --
http://www.wildoats.com/-- is a natural and organic foods
retailer in North America with annual sales of approximately
$1.2 billion.  Wild Oats Markets was founded in Boulder, Colorado
in 1987.  Wild Oats Markets currently operates 110 stores in 24
states and British Columbia, Canada under four banners: Wild Oats
Marketplace (nationwide), Henry's Farmers Market (Southern
California), Sun Harvest (Texas), and Capers Community Market
(British Columbia).

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market, Inc.
(NASDAQ: WFMI) -- http://www.wholefoodsmarket.com/-- is a
natural and organic foods supermarket.  In fiscal year 2006,
the company had sales of $5.6 billion and currently has more
than 190 stores in the United States, Canada, and the United
Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services said that while the ratings on
Whole Foods Market Inc., including the 'BBB-' corporate credit
rating, currently remain on CreditWatch with negative
implications, where they were placed on Feb. 22, 2007, S&P will
lower the corporate credit rating to 'BB+' from 'BBB-' upon
closure of its acquisition of Wild Oats Inc.  At this time,
ratings will also be removed from CreditWatch.  The outlook will
be stable.


WINDHAM COMMUNITY: Moody's Places B1 Rating Under Negative Watch
----------------------------------------------------------------
Moody's Investors Service placed on Watchlist for possible
downgrade Windham Community Memorial Hospital's B1 rating assigned
to $15.1 million of outstanding Series C bonds issued by
Connecticut Health and Educational Facilities Authority.

The action reflects the hospital's very weak absolute and relative
liquidity position.  The hospital has a $5 million line of credit
available for working capital needs that will expire Oct. 1, 2007.  
Failure to improve liquidity and extend the line of credit will
likely result in a rating downgrade.  Moody's anticipates
discussions with management regarding the weak financial position
within the next 90 days.


WORLD HEART: Posts $4.5 Million Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
World Heart Corporation reported on Aug. 8, 2007, its second
quarter 2007 financial results.

The net loss for the 2007 second quarter was $4.5 million,
compared with a net loss of $3.9 million in the prior year's
second quarter.  For the six month period ended June 30, 2007, the
net loss was $7.9 million, compared with a net loss of
$7.3 million in the first six months of 2006.  The increase in the
net loss for the 2007 periods, compared with the 2006 periods, was
the result of lower revenue offset partially by reduced operating
expenses.  

Revenue for the second quarter ended June 30, 2007, was $848,594,
compared with revenues of $3.0 million reported in the second
quarter ended June 30, 2006.  For the six month periods ended
June 30, 2007, and 2006, revenues were $1.7 million and
$6.3 million, respectively.  The decrease in revenue resulted from
the company's decision, in the fourth quarter of 2006, to
discontinue the RELIANT Trial and reduce commercial activities
associated with its first-generation Novacor(R) LVAS and to focus
its efforts on the next-generation Levacor Rotary VAD, for which
sales have not yet commenced.

"Following initial clinical success in Europe last year with our
Levacor VAD, we are focused on activities leading to the start of
a U.S. feasibility trial with the Levacor," said Jal S.  
Jassawalla, president and chief executive officer of WorldHeart.
"We are making excellent progress in our development activities
and have had discussions with the FDA about our preclinical
qualification program.  Patients are currently being screened in
Canada and we plan to begin a U.S. feasibility trial in late 2007
or early 2008."

WorldHeart's cash and cash equivalents were $6.6 million at
June 30, 2007, a decrease of $5.6 million from Dec. 31, 2006, and
a decrease of $2.5 million from March 31, 2007.  

Selling, general and administrative expenses for the three months
ended June 30, 2007, decreased $800,000, or 36%, compared with the
same period in 2006.  For the six month period ending June 30,
2007, selling, general and administrative expenses were 37% lower
then the comparable 2006 period.  The decrease is due primarily to
reduced selling expenses for the Novacor LVAS product in the
United States and Europe.

Research and development expenses for the three months ended
June 30, 2007, increased by $400,000, compared with the three
months ended June 30, 2006.  For the six month period of 2007,
research and development expenses were $700,000 less than in the
first six months of 2006.  Higher clinical expenses were incurred
in the first quarter of 2006 associated with the Levacor clinical
implants in Europe.  In addition, the company conducted
development work on both the Novacor and Levacor products in the
first half of 2006.  Novacor development work was subsequently
discontinued in the fourth quarter of 2006, with research focused
on the Levacor VAD in the first half of 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$12.3 million in total assets, $5.3 million in total liabilities,
and $7.0 million in total stocholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?224c

                          Going Concern

As reported in the Troubled Company Reporter on April 5, 2007,
PricewaterhouseCoopers LLP expressed substantial doubt about World
Heart Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm pointed to
the company's recurring losses for the years ended Dec. 31, 2006,
and 2005.  

                        About World Heart

Headquartered in Oakland, California, World Heart Corporation
(NASDAQ: WHRT, TSX: WHT) -- http://www.worldheart.com/ --   
develops mechanical circulatory support systems with broad-based
next-generation technologies.  The company has additional
facilities in Salt Lake City, Utah and Herkenbosch, Netherlands.


WORLDGATE COMM: Posts $4.6 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
WorldGate Communications Inc. reported a net loss available to
common stockholders of $4.6 million for the second quarter ended
June 30, 2007, compared to a net loss available to common
stockholders of $5.1 million for the same period ended June 30,
2006.  

The three months ended June 30, 2007, included a non cash charge
of $1.2 million associated with amortization of the debt discount
of the company's outstanding debentures offset by a $1.0 million
non cash gain on derivative warrants and conversion options.  The
three months ended June 30, 2006, included a non cash loss of
$520,000 on derivative warrants and conversion options and there
was no charge for amortization of debt discount.

Cash amounted to $2.7 million as of June 30, 2007, compared to
$5.0 million at March 31, 2007 and $7.2 million at June 30, 2006.

Revenues for the three months ended June 30, 2007, were $305,000.
These revenues were comparable to the revenues achieved for the
three months ended March 31, 2007, of $310,000 and increased 64%
versus the revenue of $186,000 achieved for the three months ended
June 30, 2006.  Revenue for the six months ended June 30, 2007,
was $615,000 compared to the $696,000 revenue achieved for the six
month period ended June 30, 2006.  The quarter results do not
reflect shipments to Snap, which commenced in July 2007.  The
revenue for the quarter primarily reflects retail sales and
associated recurring retail service revenue.  There were minimal
sales to service providers during the quarter.  Gross margin for
the three months ended June 30, 2007 includes a non cash inventory
adjustment to reflect the lower of cost or market of $277,000.

Operating expenses for the three months ended June 30, 2007, were
$4.1 million and were 10% lower than the $4.6 million of expenses
for the three months ended March 31, 2007, and comparable to the
expenses of $4.1 million recorded in the quarter ended June 30,
2006.  The expenses in the second quarter of 2007 included non
cash charges of $226,000 from the company's adoption of the fair
value recognition provisions of "SFAS" No. 123 (Revised 2004),
"Share-Based Payment," and $165,000 of depreciation.  For the
three months ended June 30, 2006, non cash charges were $225,000
from the adoption of SFAS No. 123(R) and $184,000 for
depreciation.  The quarter ended June 30, 2007 also included a non
cash expense of $300,000 associated with the contracting of a
retail professional to augment our retail distribution efforts.

"The progress we have accomplished in the past quarter has been
immeasurable toward achieving success for WorldGate.  We are
extremely excited about our expanded relationship with Snap and
the potential of this natural market for the development of video
telephony.  This market is a definite foundational building block
for establishing video telephony and in reaching profitability for
Ojo and WorldGate," said Hal Krisbergh, chairman and chief
exectutive officer of the company.  "In addition, we announced
several distribution deals as well as technology and
implementation advancements that continue to demonstrate the
attraction Ojo holds for service operators," continued Mr.
Krisbergh.  "While we continue to make progress on the
distribution and product development areas, our current challenge
is to secure the funding necessary to realize the potential of Ojo
and we are actively pursuing paths to achieve the required
financing."

At June 30, 2007, the company's consolidated financial statements
showed $6.5 million in total assets, $5.4 million in total
liabilities, and $1.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?224d

                       Going Concern Doubt

As reported in the Troubled Company Reporter on March 21, 2007,
Marcum & Kliegman LLP, in Melville, New York, expressed
substantial doubt about WorldGate Communications Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
recurring losses from operations and accumulated deficit
of $247 million at Dec. 31, 2006.

                  About WorldGate Communications

Based in Trevose, Pennsylvania, WorldGate Communications Inc.
(NASDAQ: WGAT) -- http://www.wgate.com/-- designs, manufactures,   
and distributes the Ojo line of personal video phones.  Ojo
personal video phones offer real-time, two-way video
communications with video messaging.


* Fitch Confirms 133 Transactions Previously Under Analysis
-----------------------------------------------------------
This is a summary of the total rating actions taken by Fitch
Ratings as of Aug. 9 on U.S. subprime RMBS transactions that were
placed 'Under Analysis' on July 12, 2007.

The 'Under Analysis' list of 170 transactions had heavy
concentrations of bonds originated in 2005-2006 (133
transactions).

2005 & 2006 Vintage Summary:

-- Transaction Reviews Completed: 127 of 133

-- Affirmations: 1189 classes (outstanding balance: $104
    billion);

-- Downgrades: 671 classes (outstanding balance: $12 billion).

Ratings Distribution After Actions:

-- 'AAA' classes: 592 (balance: $86 billion);

-- All investment grade classes (including 'AAA'): 1496 (balance:
    $111.4 billion);

-- Below investment grade classes: 364 (balance: $4.8 billion).

Rating # Classes $Balance (Millions)

-- 'AAA' 592 $86,301
-- 'AA+' 136 $7,006
-- 'AA' 105 $4,555
-- 'AA-' 88 $2,364
-- 'A+' 97 $2,428
-- 'A' 89 $1,947
-- 'A-' 97 $1,945
-- 'BBB+' 93 $1,605
-- 'BBB' 96 $1,574
-- 'BBB-' 103 $1,710
-- 'BB+' 65 $939
-- 'BB' 77 $1,085
-- 'BB-' 49 $611
-- 'B+' 53 $687
-- 'B' 46 $581
-- 'CCC' 74 $927

-- 'U.S. Subprime RMBS/HEL Upgrade/Downgrade Criteria'
    (June 12,2007);

-- 'Downgrade Criteria for Recent Vintage U.S. Subprime RMBS'
     (Aug. 8, 2007).


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                                Total
                                Shareholders   Total    Working
                                Equity         Assets   Capital     
   Company              Ticker  ($MM)          ($MM)    ($MM)
   -------              ------  ------------   ------   -------
Abraxas Petro           ABP         (22)         118       (4)
AFC Enterprises         AFCE        (25)         162        4
Alaska Comm Sys         ALSK        (23)         562       19
Apex Silver Mine        SIL        (131)       1,385      146
Authentic Inc           AUTH         (4)          22        1
Bare Escentuals         BARE       (189)         184       91
Bearingpoint Inc        BE         (177)       1,939       166
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Calpine Corp            CPNLQ    (8,106)      18,566   (2,802)
Carrols Restaurant      TAST        (24)         453      (28)
Cell Therapeutic        CTIC       (101)          94       24
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH         (72)         332      (33)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         155       68
Compass Minerals        CMP         (49)         674      139
Corel Corp.             CRE         (16)         261      (31)
Crown Holdings          CCK         (90)       6,793      428
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      266
Cyberonics              CYBX        (16)         137      (28)
Dayton Superior         DSUP        (99)         337       95
Deluxe Corp             DLX           0        1,410     (164)
Denny's Corporation     DENN       (207)         439      (54)
Domino's Pizza          DPZ      (1,434)         474       87
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         755      (62)
Empire Resorts I        NYNY        (12)          71       10
Enernoc Inc             ENOC         (9)          30        1
Enzon Pharmaceutical    ENZN        (57)         355      166
Extendicare Real        EXE-U        (8)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (50)       1,033       52
General Motors          GM       (2,290)     186,527   (4,638)
Graftech International  GTI          (4)         788      260
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
I2 Technologies         ITWO         (6)         195       35
IDEARC Inc              IAR      (8,575)       1,576      326
IMAX Corp               IMX         (52)         227       21
IMAX Corp               IMAX        (52)         227       21
Incyte Corp.            INCY       (120)         309      250
Indevus Pharma          IDEV        (75)         156       36
Intermune Inc           ITMN        (55)         249      195
ITC Deltacom Inc        ITCD        (33)         421       18
Koppers Holdings        KOP         (44)         699      196
Lodgenet Entertainment  LNET         (7)         708       24
McMoran Exploration     MMR         (50)         447       (1)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (585)         401       43
Neurochem Inc           NRM          (1)         116       79
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (80)         709       23
NPS Pharm Inc.          NPSP       (226)         150     (107)
ON Semiconductor        ONNN       (118)       1,428      322
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN        (85)         441       (1)
Qwest Communication     Q        (1,556)      20,389   (1,263)
Radnet Inc.             RDNT        (48)         396       31
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Resverlogix Corp        RVX          (2)          17       11
Riviera Holdings        RIV         (24)         443       28
RSC Holdings Inc        RRR        (129)       3,430     (202)
Rural Cellular          RCCC       (587)       1,362      183
Sealy Corp.             ZZ         (145)       1,017       49
Senorx Inc              SENO         (4)          16        2
Sipex Corp              SIPX        (12)          53        7
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE        (108)       2,734      726
Town Sports Int.        CLUB        (15)         459      (52)
Unisys Corp.            UIS          (2)       3,832       40
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (108)         759      (55)
Worldspace Inc.         WRSP     (1,641)         527       85
WR Grace & Co.          GRA        (390)       3,706      922
XM Satellite            XMSR       (597)       1,813     (153)

                           *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva,
Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez,
Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and
Peter A. Chapman, Editors.

Copyright 2007.  All rights reserved.  ISSN: 1520-9474.

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