TCR_Public/070817.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Friday, August 17, 2007, Vol. 11, No. 194

                             Headlines

ALLIED SECURITY: June 30 Balance Sheet Upside-Down by $14.3 Mil.
AMERICAN HOME: U.S. Trustee Appoints 7-Member Creditors Committee
AMERICAN HOME: Selects Young Conaway as Bankruptcy Counsel
AMERICAN HOME: Taps  Epiq Bankruptcy Solutions as Claims Agent
AMERISTAR CASINOS: Paying $0.1025/Share Dividend on Sept. 14

ASSURED PHARMACY: June 30 Balance Sheet Upside-Down by $2.5 Mil.
ASTOR GROUP: Case Summary & Two Largest Unsecured Creditors
BARNERT HOSPITAL: Files for Bankruptcy in New Jersey
BCE INC: Board Urges Shareholders to Accept OTPP Consortium Offer
BRISTOW GROUP: Board Declares $0.69/Share Dividend on Pref. Stock

BSML INC: Posts $704,000 Net Loss in Second Quarter Ended June 30
CALYPTE BIOMEDICAL: June 30 Balance Sheet Upside-Down by $7.8 Mil.
CIPHERGEN BIO: June 30 Balance Sheet Upside-Down by $22.2 Million
COMMUNICATIONS CORP: Expected to Submit Second Amended Plan Today
COUNTRYWIDE FINANCIAL: Draws Down Revolving Loan Facilities

DELPHI CORP: Obtains Court Nod on $75 Mil. Asset Sale to Umicore
DOVECORP ENTERPRISES: CCAA Protection Extended to September 10
EXPEDIA INC: Obtains $725 Million Tenders for Dutch Auction Offer
FORD MOTOR: Inks Deal with Linamar Corp. on ACH & Converca I Sale
GENESCO INC: FTC Grants Early Termination of Waiting Period

GEOKINETICS INC: Moody's Withdraws B3 Corporate Family Rating
GINA PLAZA: Case Summary & Seven Largest Unsecured Creditors
HAIGHTS CROSS: Completes Recapitalization Transactions
HORIZON LINES: Completes Offer for Units' 9% and 11% Senior Notes
INTERLINK ELECTRONICS: Selling OEM Assets to SMK for $11 Million

ISCO INTERNATIONAL: Posts $832,000 Net Loss in Qtr. Ended June 30
iSTAR FINANCIAL: Board Declares Dividends on Pref. Stock Series
KENNETH ROBERTS: Case Summary & 16 Largest Unsecured Creditors
LAKE TRAVIS: Voluntary Chapter 11 Case Summary
LBSBC NET: Moody's Assigns Low-B Ratings on Two Note Classes

LIBERTY MEDIA: Affiliate Makes Strategic Investment in BORBA LLC
LL&E ROYALTY: Reports Cash Loss of $214,925 in Qtr. Ended June 30
MARTA RODRIGO: Case Summary & Largest Unsecured Creditors
MAYCO PLASTIC: Files 2nd Amended Plan & Disclosure Statement
MERRILL LYNCH: Moody's Downgrades Ratings on Four Tranches

MOVIE GALLERY: Continues to Find Ways to Conserve Cash
NATIONAL RETAIL: Board Declares Redeemable Pref. Stock Dividend
NORTHROP GRUMMAN: Paying $0.37/Share Dividend on Sept. 8
ONEIDA LTD: Loan Termination Cues Moody's to Withdraw Ratings
PANAVISION INC: Inks LOI to Purchase Joe Dunton's Camera Inventory

PATIENT SAFETY: Inks Pact to Restructure Debt of $3 Million
PREDIWAVE CORP: Committee and New World File Disclosure Statement
PREMIER ENTERTAINMENT: Emerges from Chapter 11 Protection
PROBE MANUFACTURING: June 30 Balance Sheet Upside-Down by $332,075
QUAKER FABRIC: Case Summary & 39 Largest Unsecured Creditors

RENAISSANCE PARK: Sale Hearing Moved to September 25
RIVER VALLEY: Case Summary & 19 Largest Unsecured Creditors
RONCO CORP: Taps Jeffer Mangels as Intellectual Property Counsel
ROWE COMPANIES: Files Plan and Disclosure Statement in Virginia
ROWE COMPANIES: Disclosure Statement Hearing Set for September 7

SALON MEDIA: Posts $996,000 Net Loss in Quarter Ended June 30
SHAKESPEARE CONDOMINIUMS: Voluntary Chapter 11 Case Summary
SIMON WORLDWIDE: June 30 Balance Sheet Upside-Down by $11.1 Mil.
SOLO CUP: July 1 Balance Sheet Upside-Down by $22,854,000
SPEEDEMISSIONS INC: Earns $101,687 in Second Quarter Ended June 30

STARINVEST GROUP: Posts $144,331 Net Loss in Quarter Ended June 30
TXU CORP: Board Urges Shareholders to Vote KKR Group Merger Offer
UVUMOBILE INC: June 30 Balance Sheet Upside-Down by $3 Million
WHOLE FOODS: Extends Wild Oats Tender Offer Until August 20
WHOLE FOODS: Court Denies FTC's Request for Preliminary Injunction

* Moody's Reviews 41 Certificate Ratings Issued by First Franklin

* BOOK REVIEW: How to Measure Managerial Performance

                             *********

ALLIED SECURITY: June 30 Balance Sheet Upside-Down by $14.3 Mil.
----------------------------------------------------------------
Allied Security Innovations fka. Digital Descriptor Systems Inc.'s
consolidated balance sheet at June 30, 2007, showed $5.9 million
in total assets and $20.2 million in total liabilities, resulting
in a $14.3 million total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.3 million in total current
assets available to pay $14.7 million in total current
liabilities.

The company reported a net loss and an operating loss of
$1.6 million and $36,601 for the three month period ended June 30,
2007, compared with a net loss and operating income of
$2.0 million and $221,785, respectively, for the three months
ended June 30, 2006.  

Revenues for the three months ended June 30, 2007, were
$1.0 million compared to $1.2 million for the three months ended
June 30, 2006.  

The operating loss for the current quarter primarily reflects the
decrease in net sales and an increase in general & administrative
expenses and sales and marketing expenses.  

The decrease in net loss is primarily due to the change in
accounting procedures in which convertible debentures are treated
as derivative according to the guidance of SFAS133 and EITF00-19.

General and Administrative expenses for the three months ended
June 30, 2007, were $541,923 compared to $555,264 for the three
months ended June 30, 2006.  The decrease was mainly attributable
management's controls over spending and new accounting policies to
reclass some expenses into sales and marketing.

Sales and Marketing expenses for the three months ended June 30,
2007 were $175,273 compared to $95,011 for the three months ended
June 30, 2006.  The increase was mainly attributable to the
company increasing its bad debt allowance, increase in presence at
trade events which in turn increased travel expenses, and
instituting a commission program for sales personal.

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?2285

                       Going Concern Doubt

Bagell, Josephs, Levine & Company L.L.C., in Gibbsboro, N.J.,  
expressed substantial doubt about Digital Descriptor Systems Inc.
nka. Allied Security Innovations 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
said that the company did not generate sufficient cash flows from
revenues during the year ended Dec. 31, 2006, to fund its
operations.  Also at Dec. 31, 2006, the company had negative net
working capital of $11,855,140.

                      About Allied Security

Based in Sea Girt, New Jersey, Allied Security Innovations Inc.
(Other OTC: ASVN.PK) fka. Digital Descriptor Systems --
http://www.ddsi-cpc.com/-- develops and markets integrated  
enterprise-wide image applications specifically designed for
criminal justice organizations.  Customers include states, cities,
counties, corrections, justice, and public safety agencies.

Its subsidiary, CGM Applied Security Technologies Inc. --
http://www.cgmsecuritysolutions.com/-- is a manufacturer and  
distributor of Homeland Security products, including indicative
and barrier security seals, security tapes and related packaging
security systems, protective security products for palletized
cargo, physical security systems for tractors, trailers and
containers, as well as a number of highly specialized
authentication products.


AMERICAN HOME: U.S. Trustee Appoints 7-Member Creditors Committee
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
seven members to the Official Committee of Unsecured Creditors in  
American Home Mortgage Investment Corp. and its debtor-affiliates'
Chapter 11 case:

            (1) Wilmington Trust Company
                Attn: James J. McGinley
                520 Madison Avenue, 33rd Floor
                New York, New York 10022
                Tel: (212) 415-0522
                Fax: (212) 415-0513

            (2) The Bank of New York Trust Company, N.A.
                Attn: Jerry Christopher Matthews
                601 Travis St., 16th Floor
                Houston, Texas 77002
                Tel: (713) 483-6267
                Fax: (713) 483-6644

            (3) Deutsche Bank National Trust Co.
                Attn: Brendan Meyer
                1761 East Street Andrew Place
                Santa Ana, California 92705
                Tel: (212) 250-2921
                Fax: (212) 797-0022

            (4) Nomura Credit & Capital, Inc.
                Attn: Juliet F. Buck
                2 World Financial Center, Building B
                New York, New York 10281
                Tel: (212) 667-9368
                Fax: (212) 667-1024

            (5) Impac Funding Corporation
                Attn: Steve Wichmann
                19500 Jamboree Road
                Irvine, California 92612
                Tel: (949) 260-4549
                Fax: (949) 221-4869

            (6) Waldners Business Environments, Inc.
                Attn: John A. Marsicano
                125 Route 110
                Farmingdale, New York 11735
                Tel: (631) 844-9368
                Fax: (631) 694-6303

            (7) United Parcel Service
                Attn: Steven Sass, RMS-Agent for UPS
                307 International Circle, Suite 270
                Hunt Valley, Maryland 21030
                Tel: (410) 773-4040
                Fax: (410) 773-4057


Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage    
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP are the proposed counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC is the proposed claims and noticing
agent. The Official Committee of Unsecured Creditors has
selected Hahn & Hessen LLP as its counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000, total liabilities of $19,330,191,000, and
total stockholders' equity of $1,223,744,000.  The Debtors'
exclusive period to file a plan expires on Dec. 4, 2007.
(American Home Bankruptcy News, Issue No. 3, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Selects Young Conaway as Bankruptcy Counsel
----------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
seek authority from the U.S. Bankruptcy Court for the District
of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as
their bankruptcy counsel, nunc pro tunc to August 6, 2007.

Alan Horn, the Debtors' executive vice president and general
counsel, says that Young Conaway has extensive experience and
knowledge in the field of the debtors' and creditors' rights and
business reorganizations.  Thus, Young Conaway's retention will
be efficient and cost effective for the bankruptcy estate.

Young Conaway will:

   -- provide legal advice with respect to the Debtors' powers
      and duties as debtors-in-possession in the continued
      operation of their businesses and management of their
      properties;

   -- prepare and pursue confirmation of a plan of
      reorganization, and approval of a disclosure statement;

   -- prepare necessary applications, motions, answers, orders,
      reports and other legal papers;

   -- appear in Court and protect the interests of the Debtors
      before the Court; and

   -- perform all other legal services for the Debtors that may
      be necessary and proper in Cases' proceedings.

The Debtors will pay Young Conaway in its hourly rate, and will
reimburse its necessary expenses and other charges.  Young
Conaway's current standard hourly rates are:

     Partners                          $450 - $700
     Associates                        $230 - $425
     Paralegals                        $105 - $205

Mr. Horn discloses that, pursuant to the terms of a certain
engagement agreement dated July 28, 2007, the Debtors paid Young
Conaway an initial retainer of $400,000 and an additional
retainer of $400,000, in connection with the planning and
preparation of initial documents and its proposed postpetition
representation of the Debtors.  A portion of the Retainers has
been applied to outstanding balances existing as the Petition
Date, while the remainder will constitute a general retainer as
security for postpetition services and expenses until the
conclusion of the Debtors' Chapter 11 cases.

Pauline K. Morgan, Esq., a partner at Young Conaway, assures the
Court that the firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage    
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  The Official Committee of Unsecured Creditors
has selected Hahn & Hessen LLP as its counsel.  As of March 31,
2007, American Home Mortgage's balance sheet showed total assets
of $20,553,935,000, total liabilities of $19,330,191,000, and
total stockholders' equity of $1,223,744,000.  The Debtors'
exclusive period to file a plan expires on Dec. 4, 2007.
(American Home Bankruptcy News, Issue No. 3, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Taps  Epiq Bankruptcy Solutions as Claims Agent
--------------------------------------------------------------
American Home Mortgage Investment Corp. and its debtor-affiliates
ask the U.S. Bankruptcy Court for the District of Delaware for
authority to employ Epiq Bankruptcy Solutions LLC as their claims,
notice and balloting agent.

Michael Strauss, the Debtors' chief executive officer, relates
that the Debtors have more than 100,000 creditors and other
parties-in-interest, many of whom are expected to file proofs of
claim.  He notes that the noticing, receiving, docketing and
maintaining these Proofs of Claim would impose heavy
administrative and other burdens upon the Court and its Clerk.

As Claims Agent, Epiq will:

   -- transmit notices, like commencement of the bankruptcy cases
      and bar date;

   -- receive, docket, scan, maintain and photocopy claims filed
      against the Debtors;

   -- assist the Debtors in the distribution of solicitation
      materials;

   -- receive, review and tabulate ballots cast in accordance
      with voting procedures; and

   -- assist the Debtors with certain administrative functions
      relating to their plan of reorganization.

The Debtors believe that Epiq is well-suited as a Claims Agent
because it is a data-processing firm whose principals and senior
staff have more than ten years of in-depth Chapter 11 experience.  
If Epiq is not engaged, then the Debtors may have to divert
substantial manpower to managing the claims process and
implementing the plan solicitation process, Mr. Strauss points
out.

The Debtors and Epiq have agreed that Epiq will invoice the
Debtors monthly for services rendered during the preceding month.  
In addition, the Debtors will pay Epiq a retainer of $25,000 to
be applied against its final invoice.  The hourly rates of Epiq's
staff are:

     Senior bankruptcy consultant      $225 - $295
     Bankruptcy Consultant             $185 - $225
     IT Programming Consultant         $140 - $190
     Case Managers                     $125 - $175
     Clerical                           $40 - $60

Pursuant to their Agreement, the Debtors will indemnify and hold
harmless Epiq and its officers and employees under certain
circumstances.

Daniel C. McElhinney, Esq., senior vice president and director of
operations of Epiq, assures the Court that Epiq and its employees
have no connection with the Debtors, and do not represent any
interest adverse to the bankruptcy estate.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage    
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.  

American Home Mortgage and seven affiliates filed for chapter 11
protection on August 6, 2007 (Bankr. D. Del. Case Nos. 07-11047
through 07-11054).  James L. Patton, Jr., Esq., Joel A. Waite,
Esq., and Pauline K. Morgan, Esq. at Young, Conaway, Stargatt &
Taylor LLP are the proposed counsel to the Debtors.  Epiq
Bankruptcy Solutions LLC is the proposed claims and noticing
agent. The Official Committee of Unsecured Creditors has
selected Hahn & Hessen LLP as its counsel.  As of March 31, 2007,
American Home Mortgage's balance sheet showed total assets of
$20,553,935,000, total liabilities of $19,330,191,000, and
total stockholders' equity of $1,223,744,000.  The Debtors'
exclusive period to file a plan expires on Dec. 4, 2007.
(American Home Bankruptcy News, Issue No. 3, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERISTAR CASINOS: Paying $0.1025/Share Dividend on Sept. 14
------------------------------------------------------------
Ameristar Casinos Inc.'s board of directors has declared a
quarterly cash dividend of $0.1025 per share, payable on Sept. 14,
2007, to stockholders of record as of Aug. 31, 2007.
    
Headquartered in Las Vegas, Nevada, Ameristar Casinos Inc.
(NASDAQNM: ASCA) -- http://www.ameristar.com/-- owns and operates  
seven hotel/casinos in six markets. The company's portfolio of
casinos consists of: Ameristar St. Charles (St. Louis market);
Ameristar Kansas City; Ameristar Council Bluffs (Omaha market);
Ameristar Vicksburg; Ameristar Blackhawk (Denver market); and
Cactus Petes and the Horseshu in Jackpot, Nevada (Idaho market).

                          *     *     *

As reported in the Troubled Company Reporter on April 10, 2007,
Moody's Investors Service affirmed Ameristar Casinos Inc.'s Ba3
corporate family rating, B1 probability of default rating,
Ba3/LGD-3 bank loan rating, and positive ratings outlook.


ASSURED PHARMACY: June 30 Balance Sheet Upside-Down by $2.5 Mil.
----------------------------------------------------------------
Assured Pharmacy released on Aug. 13, 2007, its financial results
for the second quarter ended June 30, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$4.0 million in total assets, $5.8 million in total liabilities,
and $670,419 in minority interest, resulting in a $2.5 million
total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2.9 million in total current
assets available to pay $5.5 million in total curent liabilities.

Net loss for the three months ended June 30, 2007, was $733,426, a
45% decrease from the net loss of $1.3 million for the three
months ended June 30, 2006.  Revenues for the second quarter of
2007 increased 21% to $3.3 million, as compared with $2.7 million
for the first quarter of 2007.

"Our quarterly revenue growth has once again exceeded 20%.  With
the enormous size and growth forecasted for the pain medication
market, we believe we should continue to generate significant
growth in our revenues, in line with the 100% per year growth rate
we've achieved each of the past two years, well into the future.
We've recently signed leases in California and Nevada, and we have
our sights set on a number of other future locations," stated Mr.
Robert DelVecchio, chief executive officer of Assured Pharmacy.
"While we continue to grow our revenues, we are narrowing our
losses, and expect to be profitable by the end of 2007.  Achieving
profitability, while growing our business so rapidly, is a
testament to the strength of our business model and the dedication
of our employees," Mr. DelVecchio concluded.

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?228b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 17, 2007,
Miller, Ellin & Company LLP expressed substantial doubt about
Assured Pharmacy Inc.'s ability to continue as a going concern
after auditing the company's financial statements as of the years
ended Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's negative cash flow from operations of about $3.7 million
in 2006, accumulated deficit of about $19.7 million at Dec. 31,
2006, and recurring losses from operations.

As of June 30, 2007, the company had an accumulated deficit of
$21.2 million and negative cash flow from operating activities for
the six month period ended June 30, 2007 of $954,141.  

                      About Assured Pharmacy

Based in Irvine, California, Assured Pharmacy Inc., fka eRXSYS
Inc. (OTC BB: APHY.OB) -- http://www.assuredpharmacy.com/--
provides customized services for patients with and physicians
treating chronic pain, including specialized expertise in
dispensing pain medication, including Class II substances,
streamlined prescription processes, digital prescribing
technologies, and specialty drug compounding services.  APHY also
offers a complete line of durable medical equipment through its
DME division.  APHY currently operates retail sites in Portland,
Oregon, Santa Ana and Riverside, California, and Kirkland,
Washington.


ASTOR GROUP: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Astor Group, Inc.
        13130 Tyler Street
        Crown Point, IN 46307

Bankruptcy Case No.: 07-22176

Chapter 11 Petition Date: August 15, 2007

Court: Northern District of Indiana (Hammond Division)

Judge: J. Philip Klingeberger

Debtor's Counsel: Andrew L. Kraemer, Esq.
                  516 East 86th Avenue
                  Merrillville, IN 46410
                  Tel: (219) 791-1520
                  Fax: (219) 791-9366

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Two Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------
American Express                              $2,030
P.O. Box 360001
Fort Lauderdale, FL 3336-0001

Advanta                                         $405
P.O. Box 30715
Salt Lake City, UT 84130-0715


BARNERT HOSPITAL: Files for Bankruptcy in New Jersey
----------------------------------------------------
Peter J. Betts, Interim Chief Executive Officer of Nathan and
Miriam Barnert Memorial Hospital Association dba Barnert Hospital,
disclosed in a filing with the U.S. Bankruptcy Court for the
District of New Jersey that the company intends to utilize the
Chapter 11 process to obtain a "breathing period" in order to
implement a financial restructuring fair to all creditors.

Mr. Betts relates that the Debtor has suffered from a steady
decline in patient volume as a result of an industry-wide shift
toward the delivery care from the inpatient to ambulatory
facilities.  As a non-profit hospital, the Debtor is required to
provide care to all patients regardless of their ability to pay.  
Although the Debtor receives charity payments from the State of
New Jersey on a monthly basis, it experienced fiscal pressures
from the federal and state governments who sought to control its
budget in part by reimbursing hospitals at fees far below the cost
of caring for publicly insured patients.

Mr. Betts discloses that the Debtor's commitment to provide
uncompensated care in the face of declining volume of paying
patients further exacerbated the Debtor's financial condition.

Mr. Betts further discloses that 40 creditors, with combined
claims of more than $8 million, have commenced litigation or
threatened to commence litigation against the Debtor.  Certain of
these creditors have either obtained or are on the verge of
obtaining writs o execution in attempts to levy on the Debtor's
property.

Nathan and Miriam Barnert Memorial Hospital Association dba
Barnert Hospital owns and operates a 256 bed general acute care
community hospital located at 680 Broadway, Paterson, New Jersey.


BCE INC: Board Urges Shareholders to Accept OTPP Consortium Offer
-----------------------------------------------------------------
A management proxy circular filed by BCE Inc. with the Canadian
and U.S. securities commissions in preparation for the special
shareholder meeting to be held on Sept. 21, 2007, in Montreal,
contains a unanimous recommendation from BCE's Board of Directors
to accept the proposed acquisition by a consortium led by
Teachers' Private Capital (the private investment arm of the
Ontario Teachers' Pension Plan), Providence Equity Partners and
Madison Dearborn Partners.

As reported in the Troubled Company Reporter on July 17, 2007 ,
BCE entered into a definitive agreement to be acquired by the
consortium in a transaction valued at $51.7 billion.  The investor
group is offering $42.75 per common share, representing a 40%
premium over the average closing price of BCE common shares for
the three-month period ending on March 28, 2007 , the last trading
day before there was public speculation about a possible
transaction involving BCE.

Common and Preferred shareholders registered at the close of
business on Aug. 10, 2007, will be entitled to receive notice of,
and vote at, the meeting.  The proxy circular, which shareholders
are expected to receive in the coming days, provides important
information on the offer, including voting procedures.

The transaction is expected to close in the first quarter of 2008
and is subject to a number of conditions, including the acceptance
by holders of no less than 66-2/3% of the votes cast by BCE's
common and preferred shares, in person at the meeting or
represented by proxy, voting as a single class.

Headquartered in Montreal , Quebec , BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing    
comprehensive and innovative suite of communication services to
residential and business customers in Canada .  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

                          *     *     *

As reported in the Troubled Company Reporter on July 5, 2007 ,
Fitch Ratings downgraded BCE Inc.'s issuer default rating and
senior unsecured debt rating to BB- from BBB+.


BRISTOW GROUP: Board Declares $0.69/Share Dividend on Pref. Stock
-----------------------------------------------------------------
The board of directors of Bristow Group Inc. has declared a
dividend of $0.68750 per share of Mandatory Convertible Preferred
Stock issued and outstanding at the close of business on Sept. 1,
2007.
    
The dividend will be payable on Sept. 15, 2007, to stockholders of
record at the close of business on Sept. 1, 2007.    

There are 4,600,000 shares of Bristow's Mandatory Convertible
Preferred Stock issued and outstanding.
    
Headquartered in Houston, Texas, Bristow Group Inc. (NYSE:BRS) --
http://www.bristowgroup.com-- fka Offshore Logistics Inc.,  
provides helicopter transportation services to the worldwide
offshore oil and gas industry with operations in the United States
Gulf of Mexico and the North Sea.  The company also has
operations, both directly and indirectly, in offshore oil and gas
producing regions of the world, including Australia, Brazil,
China, Mexico, Nigeria, Russia and Trinidad.  The company also
provides production management services for oil and gas production
facilities in the United States Gulf of Mexico.

                          *     *     *

As reported in the Troubled Company Reporter on June 6, 2007,
Standard & Poor's Ratings Services assigned its 'BB' rating to
helicopter service company Bristow Group Inc.'s $250 million
senior notes due 2017.  At the same time, Standard & Poor's
affirmed the 'BB' corporate credit rating and all other ratings on
the company.  The outlook is negative.


BSML INC: Posts $704,000 Net Loss in Second Quarter Ended June 30
-----------------------------------------------------------------
BSML Inc., formerly known as BriteSmile Inc., reported its
financial results for the fiscal second quarter and first half
ended June 30, 2007.

The company's net loss in the second quarter of 2007 was $704,000,
compared to a net loss of $774,000 in the second quarter of 2006.
The net loss for the second quarter of 2006 included a non-
recurring gain on settlement of litigation in the amount of
$1.3 million.

For the company's second quarter ended June 30, 2007, revenues
decreased approximately 13%, to $6.8 million, compared to
$7.8 million in the second quarter of 2006.  Center revenues,
primarily related to performance of the company's whitening
procedures, decreased by $1.4 million, with sales of teeth
whitening products through other channels, primarily the QVC
network, increasing by $400,000.

The company's net loss in the first half of 2007 was $1.1 million,
compared with net income in the first half of 2006 of
$10.9 million, including income from discontinued operations of
$21.0 million associated with the sale of the company's Associated
Centers business in the first quarter of 2006.

For the first half ended June 30, 2007, revenues from continuing
operations increased approximately 1%, to $13.9 million, compared
to $13.8 million in the first half of 2006.  

For the first half ended June 30, 2007, the company's net loss  
from continuing operations was $1.1 million, compared to a net
loss from continuing operations of $10.1 million in the first half
of 2006.  Included in the net loss from continuing operations for
the first half of 2006 are non-recurring items totaling
$5.2 million, including a $5.0 million loss associated with early
extinguishment of debt, $530,000 expense for debt discount
amortization on now-retired debt, $845,000 in other non-recurring
or non-operating expenses and the $1.3 million non-recurring gain
on settlement of litigation.  The company does not expect similar
non-recurring expenses of this magnitude in 2007 or future
periods.  

The company's EBITDA (defined as earnings before interest, tax,
depreciation, amortization and large non-recurring gains and
losses including income from discontinued operations) for the
second quarter ended June 30, 2007, was a loss of $500,000,
compared to a loss of $1.4 million in the second quarter of 2006.
For the first half ended June 30, 2007, the company's EBITDA was a
loss of $649,000, compared to a loss of $4.1 million in the first
half of 2006.  

Dr. Julian Feneley, BSML's president and chief executive officer,
commented on the company's results as follows: "The year over year
revenue comparison is impacted by the strong response in the
second quarter of 2006 to the whitening procedure price decrease
announced at that time.  However, we remain pleased by a
significant increase in our revenues from distribution of our
BriteSmile-To- Go(TM) product through the QVC network and, despite
lower overall revenues, by a significant improvement in our
EBITDA, which was achieved through marketing and operating expense
optimization.  In addition, during the period we reached a
satisfactory agreement to settle the Smile Inc. litigation."

The company finished its 2007 fiscal first half with $2.6 million
in cash, compared with $4.7 million at Dec. 30, 2006.  The
decrease is almost entirely due to operating uses, including
payments to vendors and for income taxes and the redemption of
outstanding gift certificates.

At June 30, 2007, the company's consolidated balance sheet showed
$15.2 million in total assets, $13.5 million in total liabilities,
and $1.7 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $4.4 million in total current
assets available to pay $11.6 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?2280

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 19, 2007,
Stonefield Josephson Inc. expressed substantial doubt about BSML
Inc.'s ability to continue as a going concern after auditing the
company's financial statement for the years ended Dec. 30, 2006,
and Dec. 31, 2005.  The auditing firm reported that the company
has yet to achieve profitability and had an accumulated deficit of
$171.5 million and a working capital deficiency of $3.0 million as
of Dec. 30, 2006.  In addition, the auditing firm said that the
company incurred a net loss from continuing operations of
$13.5 million and used cash for operating activities of
$3.0 million for the fiscal year ended Dec. 30, 2006.

                         About BSML Inc.

BSML Inc. (NasdaqCM: BSML) -- http://www.britesmile.com/-- and   
its affiliates develop, distribute, market, and sell teeth
whitening products and services.  The company develops teeth
whitening processes distributed in its salons known as BriteSmile
Professional Teeth Whitening Centers.


CALYPTE BIOMEDICAL: June 30 Balance Sheet Upside-Down by $7.8 Mil.
------------------------------------------------------------------
Calypte Biomedical Corporation reported on Aug. 14, 2007, its
financial results for the second quarter ended June 30, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$10.8 million in total assets and $18.6 million in total
liabilities, resulting in a $7.8 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $3.8 million in total current
assets available to pay $6.5 million in total current liabilities.

The net loss for the quarter was $772,000 compared with a net loss
of approximately $3.7 million in 2006.  Net loss for the quarter
includes net non-cash selling, general and administrative and
interest (income) expense totaling $600,000 in 2007 and
$2.5 million in 2006.  For the quarter ended June 30, 2007,
Calypte recorded revenues of $282,000, compared with $49,000 in
the second quarter of 2006.

For the six-month period ended June 30, 2007, revenues totaled
$334,000 versus revenues of $140,000 for the same period in 2006.
The net loss was $3.6 million for the six-months ended June 30,
2007, compared to a net loss of $7.1 million for the same period
in 2006.  The net loss for the six-month period ended June 30,
2007, and 2006, includes non-cash selling, general and
administrative and interest expense totaling $1.1 million and
$4.6 million, respectively.

The company ended the second quarter with cash and cash  
equivalents of approximately $3.2 million.

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?2283

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 17, 2007,
Odenberg, Ullakko, Muranishi & Co. LLP expressed substantial doubt
about Calypte Biomedical Corporation's ability to continue as
a going concern after auditing the company's consolidated
financial statements as of Dec. 31, 2006, and 2005.  The auditing
firm said that the company has suffered recurring operating losses
and negative cash flows from operations.  Odenberg Ullakko added
that Calypte's management believes that the company's cash
resources will not be sufficient to sustain its operations through
2007 without additional financing.

During the first half of 2007, the company incurred a net loss of
$3.6 million.  At June 30, 2007, the company had a working capital
deficit of $2.7 million and stockholders' deficit was
$7.8 million.

                     About Calypte Biomedical

Headquartered in Lake Oswego, Oregon, Calypte Biomedical
Corporation (OTC Bulletin Board: CBMC) -- http://www.calypte.com/  
is a healthcare company focused on the development and
commercialization of rapid testing products for sexually
transmitted diseases such as the Aware(R) HIV-1/2 OMT test that
are suitable for use at the point of care and at home.


CIPHERGEN BIO: June 30 Balance Sheet Upside-Down by $22.2 Million
-----------------------------------------------------------------
Ciphergen Biosystems Inc. released its financial results for the  
second quarter ended June 30, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$13.2 million in total assets and $35.4 million in total
liabilities, resulting in a $22.2 million total stockholders'
deficit.

The net loss for the second quarter of 2007 was $6.8 million
compared to $7.7 million for the same period in 2006.  

On Nov. 13, 2006, Ciphergen sold its life science research
business to Bio-Rad Laboratories.  Going forward the company does
not anticipate having revenue until its diagnostic tests are
commercialized.  Accordingly, the company had no revenue in the
second quarter of 2007 compared to $5.3 million in the second
quarter of 2006.

Total operating expenses for the second quarter of 2007 were
$5.9 million compared to $9.5 million in the same period last
year.  The reduction in operating expenses was due primarily to
the elimination of selling and marketing expenses associated with
the company's former life sciences tools business.  Included in
the second quarter of 2007 general and administrative expense was
$600,000 of costs associated with the Health Discovery Corporation
license agreement.  Also, there was a one time charge of $382,000
related to a reduction in an accounts payable amount Bio-Rad owed
to Ciphergen.

At June 30, 2007, the company's cash and investments were
$9.6 million compared to $13.6 million, at March 31, 2007, and
$17.7 million at Dec. 31, 2006.  Net cash used in operating
activities in the second quarter of 2007 was $5.3 million and
$11 million for the first six months of 2007.  During the second
quarter of 2007, Ciphergen also drew down $1.25 million of its
remaining balance on its loan facility with Quest Diagnostics,
which indebtedness is forgivable upon accomplishment of certain
milestones.

"We continue to make progress advancing our clinical development
programs and moving our high-value diagnostic tests forward to
commercialization," said Gail S. Page, president and chief
xecutive officer of Ciphergen.  "We are collaborating closely with
The Ohio State University Research Foundation to launch our test
for thrombotic thrombocytopenic purpura (TTP).  Quest and we are
working to validate our test to detect peripheral arterial disease
(PAD).  Enrollment in our ovarian cancer clinical trial is
proceeding on schedule and we continue to expect to submit the
test for clearance with the U.S. Food and Drug Administration
(FDA) by the end of 2007."

"Later this month we expect to change the name of the company to
Vermillion Inc., and on August 27 we plan to begin trading under
our new Nasdaq stock symbol: VRML.  This achievement represents
the next step in our transformation to become a leading provider
of molecular diagnostic products.  Vermillion signifies health,
life, passion and our commitment to improving patient health.  We
believe this provides an excellent new identity for our company,”
continued Ms. Page.

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?2284

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 12, 2007,
PriceWaterhouseCoopers LLP expressed substantial doubt about
Ciphergen Biosystems 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.  PwC reported that the
company has suffered recurring losses and negative cash flows from
operations and has a net capital deficiency.

At June 30, 2007, the company had an accumulated deficit of
$230.7 million.

                    About Ciphergen Biosystems

Headquartered in Fremont, Calif., Ciphergen Biosystems Inc.
(NasdaqCM: CIPH) -- http://www.ciphergen.com/-- discovers,    
develops and commercializes specialty diagnostic tests that
provide physicians with information with which to manage their
patients' care and that improve patient outcomes.  Ciphergen,
along with its prestigious scientific collaborators, has ongoing
diagnostic programs in oncology/hematology, cardiology and women's
health with an initial focus in ovarian cancer.


COMMUNICATIONS CORP: Expected to Submit Second Amended Plan Today
-----------------------------------------------------------------
Following responses and objections from several parties-in-
interest, the United States Bankruptcy Court for the Western
District of Louisiana, Shreveport Division, directed
Communications Corporation of America, White Knight Holdings Inc.,
and their respective debtor-affiliates, to submit a second amended
Disclosure Statement describing their Joint Chapter 11 Plan until
today, Aug. 17, 2007.

Objections to the Debtors' Plan are due Aug. 21, 2007.

The Court is scheduled to begin a hearing Oct. 1, 2007, at
10:00 a.m., to consider confirmation of the Plan.

Under the Debtors' First Amended Disclosure Statement filed
July 11, 2007, holders of Class 1 Allowed Priority Claims will
receive payment in full, in cash.

Class 2 First Lien Lenders' Secured Claims, estimated to be
more than $267 million, will receive, among others:

   a) $5 million in cash;
   b) the secured term loan; and
   c) 10 million shares of new common stock in the company.

Holders of Class 3 Other Secured Claims, approximately
totaling $10,000, will either:

   a) have their claims reinstated;

   b) receive the collateral securing their claims; or

   c) be subject to other treatment.  

This class has an estimated percentage recovery of 100%.

Class 4 Trade Claims, approximately totaling $1.2 million, will
be paid in full, in cash.

Holders of Class 5 General Unsecured Claims will receive nothing
under the Plan.

A full-text copy of the Debtors' First Amended Disclosure
Statement
is available for a fee at:

A full-text copy of the Debtors' First Amended Disclosure
Statement:

  http://www.researcharchives.com/bin/download?id=070816042014

                      About White Knight

Headquartered in Lafayette, Louisiana, White Knight Holdings,
Inc., is a media, television and broadcasting company.  White
Knight and its affiliates own eight television stations in four
markets.  Three of the markets are in Louisiana while one is in
Texas.

White Knight and five of its affiliates filed for chapter 11
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50422
through 06-50427).  On July 11, 2007, five affiliates, who exist
to hold the FCC licenses of the television stations owned by the
company, filed for chapter 11 protection (Bankr. W.D. La.).

  
R. Patrick Vance, Esq., and Matthew T. Brown, Esq., at Jones,
Walker, Waechter, Poitevent, Carrere & Denegre, LLP, represents
White Knight and its debtor-affiliates in their restructuring
efforts.  White Knight and its debtor-affiliates' chapter 11 cases
are jointly administered under Communication Corporation of
America's chapter 11 case.

              About Communications Corp. of America

Headquartered in Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  The company and
its affiliates collectively own 15 television station in 10
markets.  Four of these markets are in Louisiana, five are in
Texas and one is in Indiana.

Communications Corporation and 10 of its affiliates filed for
bankruptcy protection on June 7, 2006 (Bankr. W.D. La. Lead Case
No. 06-50410).  On July 11, 2007, nine affiliates, who exist to
hold the FCC licenses of the television stations owned by the
company, filed for chapter 11 protection (Bankr. W.D. La.).  

Douglas S. Draper, Esq., William H. Patrick III, Esq., and Tristan
Manthey, Esq., at Heller, Draper, Hayden, Patrick & Horn, LLC,
represents Communications Corporation and its
debtor-affiliates.  Taylor, Porter, Brooks & Phillips LLP serves
as counsel to the Official Committee of Unsecured Creditors.  When
Communications Corporation and its debtor-affiliates filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

       The Communications Corp. - White Knight Connection

White Knights Operating Subsidiaries operate television stations
under multiple agreements with ComCorp Broadcasting, primarily
related to advertising, sales, promotion services and
administrative services.  The Debtors' cases are now consolidated
under Communications Corporation of America (Bankr. W.D. La.
Case No. 06-50410).


COUNTRYWIDE FINANCIAL: Draws Down Revolving Loan Facilities
-----------------------------------------------------------
Countrywide Financial Corporation (NYSE: CFC), Countrywide Home
Loans, Inc., and Countrywide Bank, N.A., said they fully tapped
their five unsecured revolving credit facilities yesterday,
drawing $11.5 billion (which, Troubled Company Reporter editors
believe but Countrywide will neither confirm nor deny, should be
$11.4 billion) to provide necessary liquidity after losing access
to the commercial paper market.  

The loan agreements require CFC to maintain Consolidated Net Worth
at any of no less than $7,680,000,000 and require CHL to maintain
Consolidated Net Worth at any time of no less than $2,400,000,000.  
Countrywide Bank, which is a federal savings bank, is subject to
capital requirements imposed by the Office of Thrift Supervision.    

                   The Five Loan Facilities

(1) Countrywide Financial Corporation and Countrywide
     Home Loans, Inc., are the borrowers under a
     $6,422,500,000 Five-Year Credit Agreement dated May 10,
     2006 -- see http://ResearchArchives.com/t/s?2295--  
     with:

     * JPMorgan Chase Bank, N.A.
       Attention: Eric Martin, Loan & Agency Services Group
       111 Fannin Street
       Houston, Texas 77002

             - and -

       JPMorgan Chase Bank, N.A.
       Attention: Laura Rebecca & Elisabeth Schwabe
       270 Park Avenue
       New York, New York 10017,
         as Managing Administrative Agent,

     * Bank of America, N.A., as Administrative Agent
         and as a Lender
     * ABN AMRO Bank N.V., as a Lender and as
         Syndication Agent
     * Deutsche Bank AG New York Branch
     * Citicorp USA
     * Barclays Bank PLC
     * Greenwich Capital Markets, as agent
         for The Royal Bank of Scotland plc
     * Lehman Brothers Bank, FSB
     * The Bank of New York
     * HSBC Bank (USA), N.A.
     * BNP Paribas
     * Morgan Stanley Bank
     * National Australia Bank Limited
     * Societe Generale
     * Wachovia Bank, National Association
     * Lloyds TSB Bank plc
     * Royal Bank of Canada, as a Lender
     * Calyon New York Branch
     * Commonwealth Bank of Australia
     * ING Bank N.V.
     * UBS Loan Finance LLC
     * William Street Commitment Corporation
     * Australia and New Zealand Banking Group Limited
     * WESTLB AG, New York Branch
     * Bank of Montreal, Chicago Branch
     * Bank of Tokyo-Mitsubishi UFJ Trust Company
     * Dresdner Bank AG New York Branch
     * Fortis Capital Corp.
     * Mizuho Corporate Bank, Ltd.
     * Sumitomo Mitsui Banking Corporation
     * The Bank of Nova Scotia
     * Union Bank of California, N.A.
     * Norddeutsche Landesbank Girozentrale
         New York Branch and/or Cayman Islands Branch
     * J.P. Morgan Securities Inc. and
         Banc Of America Securities LLC,
         as Joint Bookrunners and Joint Lead Arrangers; and
     * Citibank, N.A. and Deutsche Bank AG New York Branch,
         as Documentation Agents.  

(2) Countrywide Financial Corporation and Countrywide Home
     Loans, Inc., are borrowers under a $2,752,500,000
     364-Day Credit Agreement dated as of May 10, 2006 --
     see http://ResearchArchives.com/t/s?2296-- with:

     * JPMorgan Chase Bank, N.A.,
         as Managing Administrative Agent,
     * Bank of America, N.A., as Administrative Agent
         and as a Lender,
     * ABN AMRO Bank N.V., as Syndication Agent
         and as a Lender,
     * Deutsche Bank AG New York Branch
     * Citicorp USA
     * Barclays Bank PLC
     * Greenwich Capital Markets, as agent
         for The Royal Bank of Scotland plc
     * Lehman Brothers Bank, FSB
     * The Bank of New York
     * HSBC Bank (USA), N.A.
     * BNP Paribas
     * Morgan Stanley Bank
     * National Australia Bank Limited
     * Societe Generale
     * Wachovia Bank, National Association
     * Lloyds TSB Bank plc
     * Royal Bank of Canada, as a Lender
     * Calyon New York Branch
     * Commonwealth Bank of Australia
     * ING Bank N.V.
     * UBS Loan Finance LLC
     * William Street Commitment Corporation
     * Australia and New Zealand Banking Group Limited
     * WESTLB AG, New York Branch
     * Bank of Montreal, Chicago Branch
     * Bank of Tokyo-Mitsubishi UFJ Trust Company
     * Dresdner Bank AG New York Branch
     * Fortis Capital Corp.
     * Mizuho Corporate Bank, Ltd.
     * Sumitomo Mitsui Banking Corporation
     * The Bank of Nova Scotia
     * Union Bank of California, N.A.
     * Norddeutsche Landesbank Girozentrale
         New York Branch and/or Cayman Islands Branch
     * Citibank, N.A. And Deutsche Bank Ag New York Branch,
         as Documentation Agents, and
     * J.P. Morgan Securities Inc. And Banc of America
         Securities LLC, as Joint Bookrunners and
         Joint Lead Arrangers.

(3) Countrywide Financial Corporation, Countrywide Home
     Loans, Inc., and Countrywide Bank, N.A., are borrowers  
     under a $1,470,000,000 Five-Year Credit Agreement dated
     as of November 17, 2006 -- see  
     http://ResearchArchives.com/t/s?2297-- with:

       Commitment  Institution
       ----------  -----------
     $140,000,000  Barclays Bank PLC,
                     as Managing Administrative Agent,
      280,000,000  BNP Paribas, as Administrative Agent,
      140,000,000  Royal Bank of Canada,
                     as Syndication Agent,
       70,000,000  Societe Generale, as Documentation Agent,
      210,000,000  Merrill Lynch Bank USA   
       70,000,000  The Bank of Nova Scotia
       70,000,000  Bayerische Landesbank   
       70,000,000  Commonwealth Bank of Australia   
       70,000,000  Dresdner Bank AG,
                     New York and Grand Cayman Branches   
       70,000,000  Bayerische Hypo-Und Vereinsbank AG
       70,000,000  Mizuho Corporate Bank, Ltd.
       70,000,000  Saopaolo Imi S.P.A.
       70,000,000  Toronto Dominion (Texas) LLC   
       70,000,000  Westpac Banking Corporation   

     and Barclays Capital and BNP Paribas Securities Corp.,
     as Joint Bookrunners and Joint Lead Arrangers.

(4) Countrywide Financial Corporation, Countrywide Home
     Loans, Inc., and Countrywide Bank, N.A., are borrowers
     under a $630,000,000 364-Day Credit Agreement dated as
     of November 17, 2006 -- see
     http://researcharchives.com/t/s?2298-- with:

       Commitment  Institution
       ----------  -----------
      $60,000,000  Barclays Bank PLC.
                   Attention: May Wong
                   200 Cedar Knolls Road
                   Whippany, New Jersey 07981

                        - and -

                   Barclays Bank PLC
                   Attention: Trish Calabro
                   200 Park Avenue
                   New York, New York 10166,
                   as Managing Administrative Agent,

     120,000,0000  BNP Paribas, as Administrative Agent,
       60,000,000  Royal Bank of Canada,
                     as Syndication Agent,
       30,000,000  Socete Generale, as Documentation Agent,
       90,000,000  Merrill Lynch Bank USA   
       30,000,000  The Bank of Nova Scotia
       30,000,000  Bayerische Landesbank   
       30,000,000  Commonwealth Bank of Australia   
       30,000,000  Dresdner Bank AG,
                     New York and Grand Cayman Branches   
       30,000,000  Bayerische Hypo-Und Vereinsbank AG  
       30,000,000  Mizuho Corporate Bank, Ltd.
       30,000,000  Saopaolo Imi S.P.A.
       30,000,000  Toronto Dominion (Texas) LLC   
       30,000,000  Westpac Banking Corporation   

(5) Countrywide Financial Corporation and Countrywide Home
     Loans, Inc., have borrowed $100,000,000 under the terms
     of a 364-Day Credit Agreement, dated as of May 12, 2004
     -- see http://ResearchArchives.com/t/s?2299-- that was  
     terminated and replaced pursuant to a Termination and
     Replacement Agreement to the 364-Day Credit Agreement,
     dated as of November 19, 2004 -- see
     http://ResearchArchives.com/t/s?229a-- as amended by a  
     First Amendment to the 364-Day Credit Agreement, dated
     as of May 11, 2005 -- see
     http://ResearchArchives.com/t/s?229b-- a SECOND  
     AMENDMENT, dated as of November 18, 2005 -- see
     http://ResearchArchives.com/t/s?229c-- and a THIRD  
     AMENDMENT, dated as of May 10, 2006 -- see
     http://ResearchArchives.com/t/s?229d-- maturing on  
     November 16, 2007, with:

     * one unidentifiable lender;
     * Lloyds TSB Bank, PLC and Societe Generale,
         as Documentation Agents,
     * BNP Paribas, as Syndication Agent,
     * Barclays Bank PLC, as Administrative Agent, and
     * Royal Bank of Canada,
         as Managing Administrative Agent

"As we have previously discussed, secondary market demand for non-
agency mortgage-backed securities has been disrupted in recent
weeks," said David Sambol, President and Chief Operating Officer.  
"Along with reduced liquidity in the secondary market, funding
liquidity for the mortgage industry has also become constrained.

"Countrywide has taken decisive steps which we believe will
address the challenges arising in this environment and enable the
Company to meet its funding needs and continue growing its
franchise.  Importantly, in addition to the significant liquidity
which we have accessed from our bank lines, the Company's primary
strategy going forward is to fund its production through
Countrywide Bank, FSB.  We are already originating in excess of 70
percent of our total origination volume through the Bank, and
expect to accelerate our strategy so that nearly all of our volume
will be originated in our Bank by the end of September.

"Furthermore, as a result of lessened liquidity for loans which
are not eligible for delivery to the GSEs, Countrywide has
materially tightened its underwriting standards for such loans,
and, we now expect that 90 percent of the loans we originate will
be GSE-eligible or will meet our Bank's investment criteria.

"Our objective is to navigate the difficult conditions in today's
market as we complete the transition of our Bank business and
funding strategy," Mr. Sambol concluded.  "With these changes, we
believe we are well-positioned to leverage opportunities presented
by a consolidating industry."

                   Bankruptcy Speculation

Kenneth Bruce, a Merrill Lynch & Co. analyst in San Francisco,
raised the possibility that Countrywide might need to seek
protection from creditors under chapter 11 in a research report
entitled "Liquidity is the Achilles heel" distributed to Merrill
Lynch clients Wednesday.  

"If liquidations occur in a weak market, then it is possible for
CFC to go bankrupt," Mr. Bruce wrote.  

With $216 billion in assets and $202 billion in liabilities,
Countrywide would be the largest chapter 11 filing in U.S. history
by those measures.  

CFC is incorporated in Delaware and its headquarters is located in
the Central District of California.  CFC has domestic affiliates
domiciled in Vermont, South Carolina, Nevada, Minnesota,
Tennessee, Texas, Arizona, Alabama, Pennsylvania, Ohio, Florida,
Maryland, and Washington, and foreign affiliates domiciled in the
United Kingdom, Mauritius, India, Hong Kong, the Cayman Islands,
and Guernsey.  See http://ResearchArchives.com/t/s?229e

CFC's bank and insurance affiliates located in the United States
are prohibited under 11 U.S.C. Sec. 109 from filing for bankruptcy
protection.  

Munger, Tolles & Olson LLP has represented the company in many
transactions for many years.    

                      Market Reaction

CFC stock fell to $15 per share yesterday as more than 150 million
shares traded hands, driving the company's market capitalization
down to $9 billion.  

Trading prices for some of CFC's 6% Series A Medium-Term Notes,
dipped below 70 this week.  

Sellers of credit default swaps want more than $700,000 per year
to insure $10 million of senior debt issued by Countrywide Home
Loans, Inc., against a default within the next five years.  

                        Rating Cuts

Moody's Investors Service cut its rating on Countrywide to Baa3 --
the lowest investment-grade rating -- from A3 yesterday.  

"The downgrade of Countrywide's ratings reflects significant
diminution in the company's liquidity and debt market access due
to the stresses being experienced in a wide array of single-family
mortgage markets -- stresses that have caused Countrywide to fully
draw its committed back-up bank lines," says Philip Kibel, Moody's
analyst.  In addition, the rating agency said, these difficult
financial markets create potential challenges to Countrywide's
franchise and leadership in the mortgage banking business, and
further dislocations in the US single-family mortgage markets.

In a conference call yesterday afternoon, Moody's said it's
comfortable with Countrywide's liquidity thorough 2008.

                       About Countrywide

Founded in 1969, Countrywide Financial Corporation --
http://www.countrywide.com/-- is a diversified financial services  
provider and a member of the S&P 500, Forbes 2000 and Fortune 500.
Through its family of companies, Countrywide originates,
purchases, securitizes, sells, and services prime and nonprime
loans; provides loan closing services such as credit reports,
appraisals and flood determinations; offers banking services which
include depository and home loan products; conducts fixed income
securities underwriting and trading activities; provides property,
life and casualty insurance; and manages a captive mortgage
reinsurance company.  At July 31, 2007, Countrywide employed
61,586 workers, 34,326 of which originate loans.


DELPHI CORP: Obtains Court Nod on $75 Mil. Asset Sale to Umicore
----------------------------------------------------------------
Delphi Corporation and certain of its affiliates received approval
from the U.S. Bankruptcy Court for the Southern District of New
York for the sale of assets related to the company's global
original equipment and aftermarket catalyst business to Umicore
for $75 million, subject to adjustments, Delphi officials stated.

“Delphi continues to make significant progress with its
transformation plan,” John Sheehan, Delphi's chief restructuring
officer, said.  “This sale is consistent with our ongoing effort
to refine our product portfolio to feature the core technologies
for which we have competitive and technological advantages.  This
transaction is another step toward our emergence."

The court also approved Catalytic Solutions Inc. as the alternate
bidder, and authorized Delphi to consummate the sale with CSI in
the event the transaction between Delphi and Umicore does not
close.

Delphi selected Umicore as the lead bidder and received court
approval to proceed with the sale process for the catalyst
business.  

In accordance with bidding procedures approved by the bankruptcy
court, Delphi conducted an auction to allow other qualified buyers
to bid on the assets related to the catalyst business.  At the
conclusion of the auction, Delphi selected Umicore as the
successful bidder.

Delphi will carefully manage the transition of the business, and
the sale will be completed in coordination with Delphi's
customers, employees, unions and other stakeholders. The
transaction, which is subject to certain closing conditions,
including completion of consultation procedures with certain
unions and works councils, and completion of the closing
documents, is expected to close before year-end 2007.

Although the company is selling its catalyst business, it will
continue to provide full engine management systems, including air
and fuel management, combustion and valvetrain technology, and
exhaust systems technology through its gas EMS product business
unit.

                     About Delphi Corporation

Headquartered in Troy, Mich., Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single supplier of vehicle  
electronics, transportation components, integrated systems and
modules, and other electronic technology.  The company's
technology and products are present in more than 75 million
vehicles on the road worldwide.  Delphi has regional headquarters
in Japan, Brazil and France.

The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors.  As of
Mar. 31, 2007, the Debtors' balance sheet showed $11,446,000,000
in total assets and $23,851,000,000 in total debts.  The Debtors'
exclusive plan-filing period expires on Dec. 31, 2007.


DOVECORP ENTERPRISES: CCAA Protection Extended to September 10
--------------------------------------------------------------
The Ontario Superior Court of Justice extended the protection
period granted to DoveCorp Enterprises Inc. under the Companies'
Creditors Arrangement Act, from Aug. 10, 2007 to Sept. 10, 2007.

With the consent of DoveCorp, the Court also authorized the
Ontario Labour Relations Board to take the administrative step of
issuing the outstanding Certificate relating to recognizing the
United Food and Commercial Workers International Union as the
exclusive bargaining agent of the employees of DoveCorp, provided
however, that the UFCW shall not be entitled to take any steps to
disrupt management, the sale process or the operation of the
business and shall not initiate bargaining.

DoveCorp Enterprises Inc. (TSX VENTURE:DOV) is a leader in
Canada's dry-cleaning and laundry industry, with the only ISO 9001
dry cleaning registration in the world.  For more than 10 years,
its flagship Dove Cleaners division has been widely recognized by
various fashion and industry magazines as among the best premium
dry cleaning and laundry services in Canada.  At the same time,
its Dove Depot, Meena Cleaners, and Natural Cleaners divisions
excel in the mass market.  DoveCorp's acquisition of Cadet
Cleaners, a leader in the Greater Toronto Area for 50 years,
brought the number of DoveCorp's retail locations to 98 in early
2006, making it Canada's largest and fastest-growing company in
the industry.  In addition, Dove Cleaners Commercial is a full-
service provider of linen, uniforms, and mat rentals.  The company
also provides out-sourced dry cleaning and laundry services.


EXPEDIA INC: Obtains $725 Million Tenders for Dutch Auction Offer
-----------------------------------------------------------------
Expedia Inc. has accepted for purchase 25,000,003 shares of its
common stock at a purchase price of $29 per share, including "odd
lots" properly tendered and not properly withdrawn at or below the
$29 per share purchase price, for a total cost of approximately
$725 million, excluding fees and expenses relating to its modified
"Dutch auction" tender offer for up to 25 million shares of its
common stock, which expired at 5:00 p.m., New York City time, on
Aug. 8, 2007.

Expedia is borrowing $500 million under its existing credit
facility to fund a portion of the purchase price for the shares
and will use cash on hand for the remainder of the purchase price
and to pay related fees and expenses.

The shares accepted for purchase represent approximately 8.9% of
the shares of common stock outstanding and 8.2% of the total
number of shares of common stock and Class B common stock
outstanding as of Aug. 3, 2007.

The 25,000,003 shares accepted for purchase include the 25,000,000
shares that Expedia offered to purchase plus three shares, as to
which Expedia exercised its right to purchase additional shares in
accordance with applicable securities laws, to permit proper
rounding in the calculation of the proration factor.

Expedia has been informed by the depositary for the tender offer
that the final proration factor for the tender offer is 84.2385%.

Based on the final count by the depositary for the tender offer,
and excluding any conditional tenders that were not accepted due
to the specified condition not being satisfied, 29,725,349 shares
of common stock were properly tendered and not properly withdrawn
at prices at or below the purchase price of $29.

The depositary will promptly issue payment for the shares accepted
for purchase in the tender offer.  Any shares properly tendered
and not withdrawn, but not purchased due to proration or
conditional tenders, will be returned promptly to stockholders by
the depositary.

The information agent for the tender offer is MacKenzie Partners,
Inc. and the depositary for the tender offer is The Bank of New
York.  For questions and information, please call the information
agent toll-free in the United States and Canada at 1-800-322-2885,
and in all other countries at +1-212-929-5500.

                        About Expedia Inc.

Based in Bellevue, Washington, Expedia Inc. (NASDAQ: EXPE) --
http://www.expediainc.com/-- is an online travel company.
Expedia's companies operate internationally with sites in
Australia, Canada, France, Germany, Italy, Japan, the Netherlands,
Norway, Spain, Sweden, the United Kingdom and China, through its
investment in eLong (TM).

                         *     *     *

As reported in the Troubled Company Reporter on July 26, 2007,
Moody's Investors Services downgraded Expedia's senior unsecured
rating to Ba2 from Baa3 concluding a review for possible downgrade
initiated on June 19, 2007.


FORD MOTOR: Inks Deal with Linamar Corp. on ACH & Converca I Sale
-----------------------------------------------------------------
Ford Motor Company has signed Definitive Agreements with Linamar
Corporation, for the sale of the Automotive Components Holdings'
Power Transfer Unit business and its Converca I Plant in Nuevo
Laredo, Mexico.  The sales transaction is expected to be completed
on September 1.
    
The ACH Converca I Plant is among the manufacturers of PTUs in
the North American auto industry.  As part of the deal, assets of
the plant will be transferred to Linamar.  The plant employs about
500 employees.
    
Other products produced at the plant are propshafts, stabilizer
bars and steering gears.  Stabilizer bar production is scheduled
to end late this year, while the propshaft and steering gear
production will continue to be manufactured at Converca for the
immediate future.
    
"This sale is another demonstration of our commitment to achieve
the material cost goals in our Way Forward strategy," Mark Fields,
president of The Americas and Ford executive vice president, said.  
"This is critical as we work toward our goal of profitability in
North America by 2009."
    
The sale will be the second for ACH this year.  The first sale,
Disclosed in April, involved the fuel rail business and the ACH
Mexican subsidiary in El Jarudo.  MOUs have been signed and
discussions are underway for the sale of six other plants and one
business from a seventh plant.
    
"We remain focused on selling or idling our operations," Al Ver,
ACH CEO and COO and Ford Motor Company vice president, said.  "We
are pleased with our progress, but aware that we still have much
to do in a short time."
    
ACH is a temporary company, managed and established by Ford Motor
Company in October 2005 to ensure the flow of quality components
and systems to Ford while ACH prepared its component operations
for sale or idling.  The $4 billion company is supported by about
12,000 people including about 6,000 UAW employees leased from
Ford.

                    About Linamar Corporation

Headquartered in Guelph, Ontario, Linamar Corporation (TSX: LNR)
-- http://www.linamar.com/-- is a designer and manufacturer of  
precision metallic components and systems for the automotive
industry, and mobile industrial markets.   Building on the
foundation of over 40 years of successful growth, the company is a
supplier of engine, transmission/driveline, modules & systems and
mobile aerial work platforms.  
    
                       About Ford Motor Co.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles    
in 200 markets across six continents.  With about 260,000
employees and about 100 plants worldwide, the company's core and
affiliated automotive brands include Ford, Jaguar, Land Rover,
Lincoln, Mercury, Volvo, Aston Martin, and Mazda.  The company
provides financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.  
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                         *     *     *

In July 2007, Moody's Investors Service said that the performance
of Ford Motor Company's global automotive operations for the
second quarter of 2007 was significantly stronger than the
previous year and better than street expectations.

However, Moody's explained that the company continues to face
significant competitive and financial challenges, and the rating
agency expects that Ford's credit metrics and rate of cash
consumption will likely remain consistent with no higher than a
B3 corporate family rating level into 2008.

According to the rating agency, Ford's corporate family rating
is currently a B3 with a negative outlook.  The rating is
pressured by the shift in consumer preference from high margin
trucks and SUVs, and by the need for a new 2007 UAW contract
that provides meaningful relief from high health care costs and
burdensome work rules, Moody's relates.


GENESCO INC: FTC Grants Early Termination of Waiting Period
-----------------------------------------------------------
Genesco Inc. and The Finish Line Inc. disclosed that the Federal
Trade Commission has granted early termination of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, in connection with the companies' pending
combination.

The transaction remains subject to approval by Genesco
shareholders and the satisfaction of closing conditions as set
forth in the merger agreement.  

The transaction is expected to close in the Fall of 2007.

The Finish Line Inc. (Nasdaq: FINL) -- http://www.finishline.com/   
-- is a mall-based specialty retailer operating under the Finish
Line, Man Alive and Paiva brand names.  The company currently
operates 694 Finish Line stores in 47 states and online, 93 Man
Alive stores in 19 states, and 15 Paiva stores in 10 states and
online.

Headquartered in Nashville, Tennessee, Genesco Inc. (NYSE: GCO) --
http://www.genesco.com/-- is a specialty retailer of footwear,
headwear and accessories in more than 1,900 retail stores in the
U.S. and Canada, principally under the names Journeys, Journeys
Kidz, Shi by Journeys, Johnston & Murphy, Underground Station,
Hatworld, Lids, Hat Zone, Cap Factory, Head Quarters and Cap
Connection, and on Internet websites http://www.journeys.com/,  
http://www.journeyskidz.com/,http://www.undergroundstation.com/,  
http://www.johnstonmurphy.com/,http://www.lids.com/,  
http://www.hatworld.com/and http://www.lidscyo.com/. The
company also sells footwear at wholesale under its Johnston &
Murphy brand and under the licensed Dockers.

                         *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty footwear and headwear retailer Nashville, Tennessee-
based Genesco Inc. remain on CreditWatch with developing
implications, following the announcement this morning that it has
rejected Foot Locker Inc.'s (BB+/Watch Neg/--) conditional bid to
acquire Genesco for approximately $1.3 billion ($51.00 per share)
in cash.


GEOKINETICS INC: Moody's Withdraws B3 Corporate Family Rating
-------------------------------------------------------------
Moody's Investors Service withdrew all the ratings for Geokinetics
Inc. following the company's redemption of all of its rated bonds
with the proceeds of an equity offering.  Moody's does not rate
any other debt for Geokinetics.

The ratings withdrawn are the B3 corporate family rating and
probability of default rating, the SGL-3 speculative liquidity
rating and the B3, LGD 4 (53%) rating on the $110 million second
priority senior secured floating rate notes due 2012.

Geokinetics Inc., headquartered in Houston, TX, is a global
provider of land based and transition zone seismic data
acquisition and processing services for oil and gas exploration
and production companies and seismic data library companies.


GINA PLAZA: Case Summary & Seven Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gina Plaza, L.L.C.
        7221 Titonka Way
        Derwood, MD 20855

Bankruptcy Case No.: 07-17595

Chapter 11 Petition Date: August 13, 2007

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Steven E. Mirsky, Esq.
                  One Church Street, Suite 802
                  Rockville, MD 20850
                  Tel: (301) 251-0202

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sonia Kochlar                                            $140,000
802 Grand Champion Drive,
Suite 304
Rockville, MD 20850

I.Q. Systems, Inc.                                        $66,000
608 Washington Boulevard
Suite 407
Laurel, MD 20707

Erwin Jansen, L.L.C.                                      $33,046
4550 Forbes Boulevard
Suite 110
Lanham, MD 20706

B.G.E.                                                     $7,000

Capital Elevator Services, Inc.                            $5,324

E.T.C. Contracting                                         $2,300
5404 Taylor Road

W.S.S.C.                                                   $1,200


HAIGHTS CROSS: Completes Recapitalization Transactions
------------------------------------------------------
Haights Cross Communications Inc. has completed the transactions
contemplated by the recapitalization agreement on Aug. 10, 2007,
having fulfilled all the requisite closing conditions pursuant to
that agreement dated June 29, 2007.

Under the terms of the recapitalization agreement, holders of the
HCC's previously outstanding Series B Senior Preferred Stock
converted into approximately 82% of the outstanding shares of
common stock, while the holders of HCC's previously outstanding
Series A and Series C Preferred Stock converted into approximately
15% of HCC's common stock, and management acquired new shares of
common stock under the terms of a management stock purchase
agreement representing the remaining 3%.

All previously outstanding shares of common stock were
reclassified into one share of common stock in a reverse split and
common stock warrants and options have been cancelled.

Under the terms of a shareholders agreement entered into at the
closing of the recapitalization, HCC has a new six member board of
directors composed of Mr. Peter J. Quandt, the company's current
chairman and chief executive officer, and five persons designated
by various former Series B and Series A holders.

Also on Aug. 10, 2007, upon the closing of the recapitalization,
HCC and certain former Series B holders entered into a release
agreement, pursuant to which, such holders would dismiss a pending
legal action against HCC filed by certain former Series B holders,
in which they have asserted claims under 8 Del. Code. Section 220
and under a certain Investors Agreement, dated Dec. 10, 1999,
seeking access to HCC's books and records.

Evercore Partners served as financial advisor to the company in
completing the recapitalization and will assist HCC in evaluating
strategic alternatives, including a potential sale of some or all
of the company.

Founded in 1997 and based in White Plains, New York, Haights Cross
Communications Inc. -- http://www.haightscross.com/-- is a
premier educational and library publisher dedicated to creating
the finest books, audio products, periodicals, software and online
services, serving the following markets: K-12 supplemental
education, public library and school publishing, audio books, and
medical continuing education publishing.  Haights Cross companies
include: Sundance/Newbridge Educational Publishing (Northborough,
MA), Triumph Learning (New York, NY), Buckle Down Publishing (Iowa
City, IA), Options Publishing (Merrimack, NH), Recorded Books
(Prince Frederick, MD), and Oakstone Publishing (Birmingham, AL).

                          *     *     *

As reported in the Troubled Company Reporter on June 8, 2007,
Standard & Poor's Ratings Services placed its ratings on Haights
Cross Communications Inc., including the 'CCC+' corporate credit
rating, and ratings on subsidiary Haights Cross Operating Co. on
CreditWatch with negative implications, based on Standard & Poor's
concern about HCC's recent receipt of a notice of default from the
trustee of certain of its unsecured debt issues based on its
delinquency in filing financial statements.


HORIZON LINES: Completes Offer for Units' 9% and 11% Senior Notes
-----------------------------------------------------------------
Horizon Lines Inc. has completed its cash tender offer for all of
the 9% Senior Notes due 2012 of its subsidiaries Horizon Lines LLC
and Horizon Lines Holding Corp. and the 11% Senior Discount Notes
due 2013 of its subsidiary H-Lines Finance Holding Corp.  

The tender offer expired at 12:00 midnight, New York City time, on
Aug. 13, 2007, with 100% of the outstanding principal amount of
the Notes validly tendered.
    
Approximately 95.82% of the outstanding principal amount of the
Senior Notes and approximately 98.75% of the outstanding principal
amount of the Senior Discount Notes were validly tendered as of
5:00 p.m., New York City time, on July 30, 2007, and accepted for
purchase by the company on Aug. 8, 2007.

All of the Notes that remained outstanding after the Consent
Expiration were validly tendered prior to the Expiration Time and
accepted for purchase by the company.
    
Goldman, Sachs & Co. served as the sole dealer manager for the
tender offer.

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.


INTERLINK ELECTRONICS: Selling OEM Assets to SMK for $11 Million
----------------------------------------------------------------
Interlink Electronics Inc. signed a definitive agreement to sell
the assets of its OEM Remotes and Branded Products business
segments to SMK Electronics Corporation, U.S.A., for about
$11 million in cash.  The transaction is scheduled to close on
Aug. 31, 2007, subject to customary closing conditions.

"This move enables us to focus on the two business segments we
feel have the greatest potential for long-term profitable growth:
E-transactions and Specialty Components," said E. Michael Thoben,
Interlink's chairman, chief executive officer and president.  
"Proceeds from this divestiture will give us the needed working
capital to further develop these technologies as well as
strengthen our balance sheet."

"Like most companies, SMK has strengths and weaknesses," said Paul
Evans, president, SMK Electronics Corp., U.S.A., vice president
and Leader of this project.  "SMK has limited market share and
intellectual property in the Professional Presentation and
Projector Remote markets nor do we have much experience in the
Branded/Retail business.  On the other hand, SMK is a
manufacturing `powerhouse' and we have a truly global network of
R&D, manufacturing and sales.  This acquisition brings to SMK some
of Interlink's well known intellectual property, improved market
share in specialized OEM markets and a well-established retail
brand name for us to build upon."

                      About SMK Electronics

SMK Corporation, established in 1925 with its headquarters in
Tokyo, Japan, manufactures remote control units in the world and
is uniquely focused on the cost effective production of IR- and
RF-based remote control solutions with an extensive product
offering including unparalleled engineering, R&D and design
services.  SMK also produces a wide variety of electronic
components used by major OEMs in the fields of communications,
information, audio-visual, car electronics and home electronics.

SMK Electronics Corp., U.S.A., headquartered in Chula Vista,  
California, provides real solutions ranging from standard products
to fully customized products, with local manufacturing facilities
in their NAFTA-certified facilities in Tijuana, Mexico.

                         About Interlink

Interlink Electronics Inc. (Other OTC: LINK.PK) --
http://www.interlinkelec.com/-- designs, develops and sells
intuitive interface technologies and solutions for a variety of
business and home applications.  Its products include signature
input devices and pen input pads which include proprietary
application software; cursor control and other input devices for
electronic products such as game controllers, cellular telephones,
handheld media players and medical devices; and interactive remote
and integrated input devices, including remote controls for
presentation projectors and advanced viewing systems.

                      Going Concern Doubt

BDO Seidman LLP stated in its auditor's report on Interlink
Electronics Inc.'s Form 10-K for the year 2006 that the company's
recurring losses from operations raise substantial doubt about the
its ability to continue as a going concern.


ISCO INTERNATIONAL: Posts $832,000 Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
ISCO International Inc. reported a consolidated net loss of
$832,000 for the second quarter ended June 30, 2007, an
improvement from the $1.2 million net loss during the same period
of 2006 due to the improvement in gross margins.

ISCO reported consolidated net revenues of $3.4 million for the
three months ended June 30, 2007, similar to the $3.4 million
reported during the comparable period of 2006.  Gross margins
increased to 50% from 40% for the same periods, primarily due to
the benefit of continued cost reduction activities.  Deferred
software revenue was $300,000 at June 30, 2007, an item that
didn't exist at June 30, 2006.

For the six-month period ended June 30, 2007, ISCO reported
consolidated net revenues of $4.4 million, down from the
$4.8 million reported during the first six months of 2006.  Gross
margins increased to approximately 45% from the 40% reported
during the first six months of 2006.   Deferred software revenue
was $300,000 at June 30, 2007, an item that didn't exist at
June 30, 2006.  The consolidated net loss was $3.2 million for the
six months ended June 30, 2007, versus $2.9 million during the
same period of 2006.  This difference was primarily due to non-
cash charges related to equity compensation.

ISCO measures cash flow based on EBITDA (earnings before interest,
taxes, depreciation and amortization), and adjusted for non-cash
equity compensation expense, as an important non-GAAP measure of
its performance.  On this basis, cash flow improved during the
second quarter 2007 versus the second quarter of 2006 due to
improved supply chain management, inventory utilization and
manufacturing efficiencies.  For the six-month period ended
June 30, 2007, cash flow was flat versus the same period last
year.

"While we continue to experience demand volatility in our business
segment due to structural changes in the industry, we've been able
to rebound from a weak first quarter to post a much improved
second quarter, particularly when taking into account our improved
operational efficiencies and margins," said John Thode, chief
executive officer of ISCO.  "As we highlighted last quarter,
similar to others in our segment, we expect continued improvement
in segment demand throughout the year."  Thode added, "The
recurring revenue stream that we've started to build with the
sales of software should become an increasingly significant
differentiator for ISCO, particularly as we plan to roll out the
first fully digital Adaptive Interference Management solution
during the fourth quarter."

                          Product Update

"As we complete the final stages of the development of our
software-based, fully digital Adaptive Interference Management
platform, we continue to receive extremely positive validation of
our differentiated solution and a growing set of applications,
both as a standalone interference management solution as well as
several new horizontal products and applications," said Thode.  

At June 30, 2007, the company's consolidated balance sheet showed
$24.0 million in total assets, $16.8 million in total liabilities,
and $7.2 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?2281

                       Going Concern Doubt

Grant Thornton LLP, in Chicago, expressed substantial doubt about
ISCO International 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
reported that the company incurred a net loss of $4,364,984 during
the year ended Dec. 31, 2006, and, as of that date, the company's
accumulated deficit was $164,405,272.  In addition, the auditing
firm said that the company has consistently used, rather than
provided, cash in its operations.

                     About ISCO International

ISCO International Inc. (AMEX: ISO) -- http://www.iscointl.com/--  
designs, manufactures and distributes products that improve the
radio link (signal between the mobile device and the base station)
by suppressing interference and improving signal handling in
wireless network telecommunications systems.


iSTAR FINANCIAL: Board Declares Dividends on Pref. Stock Series
---------------------------------------------------------------
iStar Financial Inc.'s board of directors has declared dividends
on the company's Series D, Series E, Series F, Series G, and
Series I Preferred Stock.  

For all five series of Preferred Stock, dividends are:
    
   a) a dividend of $0.50 per share will be paid on the 8% Series
      D Preferred Stock;

   b) a dividend of $0.492188 per share will be paid on the
      7.875% Series E Preferred Stock;

   c) a dividend of $0.4875 per share will be paid on the 7.80%
      Series F Preferred Stock;

   d) a dividend of $0.478125 per share will be paid on the 7.65%
      Series G Preferred Stock; and

   e) a dividend of $0.46875 per share will be paid on the 7.50%
      Series I Preferred Stock.

These dividends will be payable on Sept. 14, 2007 to holders of
record on Aug. 31, 2007.

Headquartered in New York, iStar Financial (NYSE: SFI) --
http://www.istarfinancial.com/-- is a publicly traded finance  
company focused on the commercial real estate industry.  The
company provides custom-tailored financing to high-end private and
corporate owners of real estate, including senior and mezzanine
real estate debt, senior and mezzanine corporate capital,
corporate net lease financing and equity.  

At Dec. 31, 2006, the company's balance sheet showed
$11.059 billion in total assets, $8.034 billion in total
liabilities, $38.7 million in minority interest in consolidated
entities, and $2.986 billion in total stockholders' equity.

                          *     *     *

iStar Financial Inc.'s preferred stock carry Moody's Investors
Service's Ba1 rating with a stable outlook.

Fitch Ratings raised the company's preferred stock rating to
'BB+' from 'BB' in January 2006.  Fitch said the Rating Outlook is
Stable.


KENNETH ROBERTS: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Kenneth W. Roberts
        dba Sierra Resource Strategies
        P.O. Box 130
        Cedar Ridge, CA 95924

Bankruptcy Case No.: 07-26435

Chapter 11 Petition Date: August 14, 2007

Court: Eastern District of California (Sacramento)

Judge: Thomas Holman

Debtor's Counsel: Helga A. White, Esq.
                  310 Bridgeview Drive
                  Auburn, CA 95603
                  Tel: (530) 885-4433

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Homeq Servicing                                          $718,700
P.O. Box 13716
The Foreclosure Department
Sacramento, CA 95853-3716

Option One Mortgage Corp.                                $481,000
3 Ada
Irvine, CA 92616

Ameriquest                                                 $9,000
P.O. Box 60136
City of Industry, CA
91716-0024

Capital One                                                $5,000

Nevada County Tax Collector                                $5,000

Sierra Nevada Memorial Hospital                            $2,600

Nevada County Tax Collector                                $2,400

Sears Charge Plus                                          $1,800

Sears Gold Mastercard                                      $1,500

Washington Mutual                                            $600

Kreger and Garden Accounting Firm                            $375

Grass Valley Radiology                                       $252

Charles Sternberg M.D., Inc.                                 $225

Swope Medical Group                                          $165

Quest Diagnostics                                             $54

Earth-Link, Inc.                                              $43


LAKE TRAVIS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Lake Travis Development Group, Ltd.
        P.O. Box 341897
        Lakeway, TX 78734

Bankruptcy Case No.: 07-11488

Chapter 11 Petition Date: August 14, 2007

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtor's Counsel: Gray Byron Jolink, Esq.
                  4131 Spicewood Springs Road
                  Building C-8
                  Austin, TX 78759
                  Tel: (512) 346-7717
                  Fax: (512) 346-7714

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

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


LBSBC NET: Moody's Assigns Low-B Ratings on Two Note Classes
------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to three
classes of notes to be issued by LBSBC NIM Company 2007-2.

The issuance represents a securitization of certain residual
certificates recently issued in the Lehman Brothers Small Balance
Commercial, Series 2007-2 transaction.  In particular, primary
collateral for the Notes consists of the Class X certificates and
Class P certificates from the Underlying Transaction.  

The Underlying Transaction in turn is collateralized by a pool of
small business and small balance commercial loans secured by
commercial real estate being serviced by the Lehman Brothers Small
Business Finance division of Lehman Brothers Bank, FSB, a
subsidiary of Lehman Brothers Holdings Inc. The complete rating
actions are:

Issuer: LBSBC NIM Company 2007-2

  -- $12,337,000 Class N1 Notes rated Baa2
  -- $10,014,000 Class N2 Notes rated Ba2
  -- $ 6,258,000 Class N3 Notes rated B2

The ratings at issuance retain linkage to the senior unsecured
rating of Lehman Brothers Inc. (A1/P-1/ Positive).  This is due to
the fact that at closing, none of the Notes had been sold to third
parties, thus preventing the issuance of an unqualified 'true
sale' legal opinion.  Moody's is advised that once at least 10% of
the Notes have been sold, an unqualified 'true sale' opinion will
be provided.  Moody's expects that at such time as an unqualified
true sale opinion is provided, linkage to the rating of Lehman
Brothers Inc. would be eliminated.

The notes will be sold in privately negotiated transactions
without registration under the Securities Act of 1933.  The
issuance is designed to permit resale under Rule 144A.


LIBERTY MEDIA: Affiliate Makes Strategic Investment in BORBA LLC
----------------------------------------------------------------
Liberty Media Corporation, through its Liberty Interactive Group,
made a strategic investment in BORBA LLC.  This strategic alliance
will enable QVC Inc., also attributed to the Liberty Interactive
Group, to continue its strong relationship with the health and
beauty brand while allowing Liberty to participate in the value
creation stemming from BORBA's distribution through QVC.  Terms of
the deal were not disclosed.

Part of a growth strategy to identify emerging, independent
brands, the investment establishes a collaboration between
Liberty, QVC and BORBA to capture additional value for this brand,
which launched on QVC in May 2006.  In just over a year, the
company has sold nearly $5 million in product through QVC.

In addition to its QVC success, BORBA has experienced a large
demand for its product lines, developed a strong celebrity
following, received tremendous publicity and been the subject of
positive editorial comments through numerous top-tier national
consumer media outlets.

"BORBA is one of the most highly respected brands in this growing
sector of the health and beauty business," Meade Rudasill, QVC's
chief operating officer, said.  "Based on QVC's customer response
to the product, we introduced Liberty to Scott Vincent Borba
knowing that this company has a very bright future."

"In my opinion, QVC is the preeminent beauty retailer," Scott
Vincent Borba, the company's founder and CEO, said.  "BORBA is
ecstatic and blessed to grow our brand, our vision and our
relationship with the most progressive retailer in the nation.
With the addition of the Liberty alliance, I look forward to even
greater strategic success."

                         About BORBA LLC

Based in Washington, D.C. BORBA LLC -- http://www.borba.net/--  
carries a full range of nutraceutical products, which include Skin
Balance Waters, Skin Balance Aqua-Less Crystallines, and Skin
Balance Confections for skin's inner needs.  In addition, BORBA
carries a full range of cosmeceutical topical skincare and body
care products.  

                       About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NASDAQ: LINTA, LCAPA) -- http://www.libertymedia.com/-- is a     
holding company that owns controlling and non-controlling
interests in a broad range of video and on-line commerce, media,
communications and entertainment companies.  Liberty Interactive
Group (NASDAQ (GM): LINTA), headquartered in Englewood, Colorado,
is the tracking stock of Liberty Media that includes home shopping
network QVC, perishable goods e-tailer Provide Commerce, and
online costume shop Buyseasons, well as about a 20% stake in
online travel leader Expedia.  The company's significant operating
subsidiaries are QVC Inc. and Starz Entertainment LLC.  QVC
markets and sells a wide variety of consumer products in the
United States and several foreign countries, primarily by means of
televised shopping programs on the QVC networks and via the
Internet through its domestic and international websites.  Starz
Entertainment provides premium programming distributed by cable
operators, direct-to-home satellite providers, other distributors
and via the Internet throughout the United States.  

At March 31, 2007, the company's consolidated balance sheet showed
$47.62 billion in total assets, $24.99 billion in total
liabilities, $139 million in minority interests in equity in
subsidiaries, and $22.49 billion in total stockholders' equity

                          *     *     *

Fitch Ratings assigned a BB long-term issuer default rating and a
BB senior unsecured debt rating to Liberty Media Corporation on
Dec. 22, 2006.


LL&E ROYALTY: Reports Cash Loss of $214,925 in Qtr. Ended June 30
-----------------------------------------------------------------
LL&E Royalty Trust reported a cash loss of $214,925 for the second
quarter quarter ended June 30, 2007, compared with cash earnings
of $54,588 for the same period last year.

Administrative expenses incurred by the Trust increased to
$510,010 for the quarter ended June 30, 2007, compared to
$242,454 for the quarter ended June 30, 2006.

There were no distributions made to the unit holders for the 2007
second Quarter or the 2006 second Quarter.  As a result of the
uncertainty of future proceeds from properties in which the Trust
has an interest, the Trustee has reserved $629,010 in proceeds
that otherwise would have been distributed to the unit holders for
the payment of the Trust's likely expenses in the foreseeable
future.  The Trustee intends to hold these funds for use in the
payment of future Trust expenses until it becomes reasonably clear
that they are no longer necessary.  During the Second Quarter 2007
and 2006, the Trust received cash of $295,085 and $297,042,
respectively, from the working interest owner with respect to the
royalties from the properties.

Distributions to the unit holders for the first half of 2007
amounted to $515,732 and there were no distributions for the first
Half of 2006.  During the first half of 2007 and 2006, the Trust
received cash of $968,960 and $729,239, respectively, from the
working interest owner with respect to the royalties from the
properties.

At June 30, 2007, LL&E's statement of Assets, Liabilities and
Trust Corpus showed $2,384,110 in total assets, zero liabilities,
and $2,384,110 in Trust Corpus.

                       Going Concern Doubt

KPMG LLP, in Houston, expressed substantial doubt about LL&E
Royalty Trust's ability to continue as a going concern after
auditing the Trust's financial statements as of the years ended
Dec. 31, 2006, and 2005.  The auditing firm reported that net
revenues in 2006 fell below the $5,000,000 Termination Threshold
stipulated by the Trust Agreement, thus triggering year one of the
termination provision.  In the event that the Trust's net revenues
for the year ended Dec. 31, 2007, do not exceed $5,000,000, the
Trust will terminate effective Dec. 31, 2007.  

Whether the Trust's net revenues for the year ending Dec. 31,
2007, exceed the Termination Threshold will depend on the timing
of repairs to damaged properties in which the Trust has an
interest, oil and natural gas prices for 2007, timing and level of
hydrocarbon production, which could vary significantly from the
projected production in the reserve report due to the change in
the operator of the Jay Field, the level of capital expenditures,
and other operational matters as well as administrative expenses
of the Trust.

Net revenues to the Trust for the year ended Dec. 31, 2006, were
$2,094,226, thus triggering year one of the Trust's termination
provision.

During the six month period ended June 30, 2007, the Trust
received approximately $808,000 and $161,000 in royalty revenues
associated with the Jay Field and Fee Lands, respectively, and no
royalty revenue was received from the Offshore Louisiana or South
Pass 89 properties.  The South Pass 89 and Offshore Louisiana
properties excess production costs as of June 30, 2007 totaled
$837,000 and $5,819,000, respectively.  The excess production
costs must be recovered by the working interest owner before any
distribution of royalty income will be made to the Trust.

                         About LL&E Trust

LL&E Royalty Trust (NYSE: LRT) operates as an investment trust in
the United States.  The trust owns 99% interest in a partnership,
which holds net over-riding royalty interests in oil and gas
properties located in Alabama, Florida; and in federal waters
offshore Louisiana.  The partnership also holds 3% royalty
interests in approximately 400,000 acres of south Louisiana fee
lands.  LL&E Royalty Trust was founded in 1983 and is based in
Austin, Texas.


MARTA RODRIGO: Case Summary & Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Marta Rodrigo
        2003 Water Key Drive
        Windermere, FL 34786

Bankruptcy Case No.: 07-03681

Chapter 11 Petition Date: August 15, 2007

Court: Middle District of Florida (Orlando)

Judge: Karen S. Jennemann

Debtor's Counsel: Maureen Arago, Esq.
                  P.O. Box 452275
                  Kissimmee, FL 34745 2275
                  Tel: (407) 344-1185

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Sears                          revolving                   $8,579
8729 West Sahara Avenue
The Lakes, NV 89163
Chase

Chase                                                      $5,141
Kennesaw, CA 30144


MAYCO PLASTIC: Files 2nd Amended Plan & Disclosure Statement
------------------------------------------------------------
Mayco Plastics Inc. filed with the United States Bankruptcy Court
for the Eastern District of Michigan a Second Amended Combined
Chapter 11 Plan of Liquidation and Disclosure Statement.

                       Treatment of Claims

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

Priority Claims will be paid, in cash, through a pro rata
distribution within 30 days of the effective date of the Plan.

Prepetition Lender's secured claim will be paid from proceeds of
prepetition collateral.  In Addition, the Prepetition Lender is
expected to pay:

   a. the funding for the Administrative/Priority claim fund of
      up to $120,000;

   b. professional fees for professionals retained by the Debtors
      and

   c. $250,000 for the unsecured creditor's carveout for
      distribution to the Debtor's Official Committee of
      Unsecured Creditors.

Futhermore, the Prepetion Lender will receive an allowed unsecured
claim equal to 10% of any deficiency on its secured claim upon the
funding of the Administrative/Priority claim under the Plan.

Secured Claims of Pospetition Lender and Participating Customers
will retain any and all liens in the Debtor as security for their  
claims.

All holders of General Unsecured Claims will receive:

   a. a carveout which will be funded by the Prepetition
      Lender through:

      -- $35,000 from the settlement of the General Motors
         Corporation Dispute; and

      -- 10% of the settlement of the TRW Automotive U.S. LLC
         Dispute up to a maximum of $215,000;

   b. one-half of the avoidance actions recoveries, after payment
      of the first $60,000 received by the Committee from the
      recoveries to the Prepetition Lender;

   c. proceeds of the prepetition collateral, if any, after
      all allowed claims of Postpetition and Prepetition lenders
      have been paid in full; and

   d. proceeds of the postpetition collateral, if any, after
      all allowed claims of Pospetition Lender has been paid in
      full.

TRW Dispute refers to the adversary proceeding between the Debtor
and TRW Automotive for payment of sums owed the Debtor on account,
the proceeds of which comprise a part of Prepetition Lender's
collateral.

Equity Security holders will receive a pro rata distribution
after all valid claims have been paid.

                          GM Settlement

As reported in the Troubled Company Reporter on July 19, 2007,
the Debtors sought Court approval on a settlement agreement they
entered into with General Motors Corporation.

The Debtors manufactured component parts to GM and GM issued
tooling purchase orders to the Debtors for certain tooling used in
the production of their component parts.

As of the Debtors' bankruptcy filing, the Debtors claim that GM
had accounts payable for component parts in the amount of
$1,089,293 and accounts payable to the Debtors arising out of
tooling purchase orders issued by GM in the amount of $1,015,185.

Under the proposed settlement, GM will pay $1.3 million to Mayco,
constituting full payment and satisfaction of both the GM
production payables and the GM tooling payables.  The settlement
payment must be paid to the Debtors' counsel and held in a trust
until the resolution of all third party lien claims in tooling
used to produce GM's component parts.  The resolution must be
either pursuant to a written agreement between the respective lien
claimant, prepetition lenders and debtor; or pursuant to a Court
order.

The liens of prepetition lenders, and any third party with valid,
perfected and enforceable liens in the GM Tooling will be released
from the GM Tooling and transfer to the trust to same extent and
priority that the liens were held on the petition date and GM will
own all GM Tooling free and clear of all claims, liens and
encumbrances.

A full-text copy of Mayco Plactics' Second Combined Plan and
Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070816030544

Based in Sterling Heights, Michigan, Mayco Plastics Inc. --
http://www.mayco-mi.com/-- is an automotive supplier of injection  
molded plastics.  Stonebridge Industries Inc., the majority
shareholder and parent of Mayco Plastics, is an investment firm
that acquires companies and helps them grow their business in
order to increase shareholder value.

Mayco and Stonebridge filed for chapter 11 protection on Sept. 12,
2006 (Bankr. E.D. Mich. Case Nos. 06-52727 & 06-52743).  Stephen
M. Gross, Esq., and Jeffrey S. Grasl, Esq., at McDonald Hopkins
Co. LPA represent the Debtors.  AlixPartners LLC serves as the
Debtors' financial advisor.  Shannon L. Deeby, Esq., at Clark Hill
PLC is counsel to the Official Committee of Unsecured Creditors
while Grant Thornton LLP serves as its Financial Advisor.  When
the Debtors filed for protection from their creditors, they
estimated assets and debts between $50 million and $100 million.


MERRILL LYNCH: Moody's Downgrades Ratings on Four Tranches
----------------------------------------------------------
Moody's Investors Service downgraded four tranches and confirmed
the rating of one certificate from three Merrill Lynch Mortgage
Investor deals issued in 2003.  The transactions consist of
subprime first-lien adjustable and fixed-rate mortgage loans.  The
loans are all originated by WMC Mortgage Corp.

Four subordinate certificates from the Merrill Lynch Mortgage
Investors, Series 2003-WMC1, 2003-WMC2 and 2003-WMC3 transactions
have been downgraded because existing credit enhancement levels
are low given the current projected losses on the underlying
pools.  The pools of mortgages have seen losses in recent months
and future loss could cause a more significant erosion of the
overcollateralizaton.  The underlying pools in the transactions
are below the 50 bp OC floor as of the July reporting date.

One certificate from the series 2003-WMC3 transaction is being
confirmed because the credit enhancement levels, including excess
spread, are sufficient compared to the current projected loss
numbers for the current rating level.

Complete rating actions are:

Issuer: Merrill Lynch Mortgage Investors, Inc.

Downgrades:

-- Series 2003-WMC1; Class B-1, downgraded to B1 from Baa2;
-- Series 2003-WMC1; Class B-2, downgraded to Caa1 from Baa3;
-- Series 2003-WMC2; Class B-2, downgraded to B1 from Baa2;
-- Series 2003-WMC3; Class B-3, downgraded to Ba1 from Baa3.


MOVIE GALLERY: Continues to Find Ways to Conserve Cash
------------------------------------------------------
Movie Gallery Inc. disclosed in a filing with the U.S. Securities
and Exchange Commission that in response to the challenging market
conditions facing its business, the company continues to take
actions to conserve cash and improve profitability.

These actions include:

    * accelerating the closure of unprofitable stores,

    * consolidating stores in certain markets,

    * realigning cost structure to better reflect reduced size,
      And

    * seeking a more competitive capital structure.

The company further disclosed that it is considering
a number of alternatives, including asset divestitures,
recapitalizations, restructurings, alliances with strategic
partners, and a sale to or merger with a third party, as well as
whether a restructuring needs to be completed under chapter 11 of
the Bankruptcy Code.

                           Financials

As reported in the Troubled Company Reporter on Aug. 15, 2007, the
company's balance sheet at July 1, 2007, showed $892.0 million in
total assets, $1.45 billion in total liabilities, resulting in a
$560.3 million total stockholders' deficit.  The company's
consolidated balance sheet further showed strained liquidity with
$291.1 million in total current assets available to pay
$1.42 billion in total current liabilities.

For the second quarter ended July 1, 2007, the company reported a
$309.9 million net loss compared to a $14.9 million net loss for
the second quarter ended July 2, 2006.  Total revenues for the
second quarter were $561.2 million, a 6.7% decrease from
$601.3 million in the second quarter of 2006.  Decline in revenues
was  primarily due to a decline in consolidated same-store sales
and a decrease in the number of weighted average stores operated.  

                     Forbearance Agreement

As reported in the Troubled Company Reporter on Aug. 8, 2007, the
company entered into an amendment to a forbearance agreement it
entered into with Goldman Sachs Credit Partners L.P., as a lender
and as administrative agent, Wachovia Bank, National Association,
as a lender and collateral agent and the lenders party.

Under the agreement, the senior lender group will forbear until
Aug. 14, 2007, from exercising rights and remedies arising from
existing defaults, absent any new defaults under the senior credit
facility or the Forbearance Agreement.

                       About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery Inc. (NasdaqGM:
MOVI) -- http://www.moviegallery.com/-- is second largest North   
American video rental company with more than 4,550 stores located
in all 50 U.S. states and Canada operating under the brands Movie
Gallery, Hollywood Video and Game Crazy.  The Game Crazy brand
represents 606 in-store departments and 14 free-standing stores
serving the game market in urban locations across the Untied
States.  Since Movie Gallery's initial public offering in August
1994, the company has grown from 97 stores to its present size
through acquisitions and new store openings.

                          *     *     *

As reported in the Troubled Company Reporter on July 9, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Movie Gallery Inc. to 'CCC+' from 'B-' based on the
announcement that the company was not able to meet its financial
covenants for the fiscal quarter ended July 1, 2007, and that the
company is exploring available restructuring and strategic
alternatives.  The outlook is developing.


NATIONAL RETAIL: Board Declares Redeemable Pref. Stock Dividend
---------------------------------------------------------------
The board of directors of National Retail Properties Inc. declared
a quarterly dividend on its Series C Cumulative Redeemable
Preferred Stock of 46.09375 cents per depositary share payable
Sept. 14, 2007, to shareholders of record on Aug. 31, 2007.

The dividend represents an annualized rate of $1.84375 per
depositary share.
    
Headquartered in Orlando, Florida, National Retail Properties
(NYSE: NNN) -- http://www.nnnreit.com/-- is a real estate  
investment trust that invests in high-quality retail properties
subject generally to long-term, net leases.  As of June 30, 2007,
the company owned 859 Investment properties in 43 states with a
gross leasable area of approximately 10 million square feet.

                          *     *     *

As reported in the Troubled Company Reporter on May 1, 2007,
Standard & Poor's Ratings Services affirmed its 'BB+' preferred
stock rating on National Retail Properties Inc.  The outlook is
stable.


NORTHROP GRUMMAN: Paying $0.37/Share Dividend on Sept. 8
--------------------------------------------------------
The board of directors of Northrop Grumman Corporation declared a
quarterly dividend of $0.37 per share on Northrop Grumman common
stock, payable Sept. 8, 2007, to shareholders of record as of the
close of business Aug. 27, 2007.

The board also declared a dividend of $1.75 per share on
the company's Series B convertible preferred stock, payable
Oct. 15, 2007, to shareholders of record as of the close of
business Oct. 1, 2007.

Headquartered in Los Angeles, California, Northrop Grumman
Corporation (NYSE: NOC) -- http://www.northropgrumman.com/-- is a   
major defense and information technology company.  Northrop
Grumman Corporation is a $30 billion global defense and technology
company whose 120,000 employees provide innovative systems,
products, and solutions in information and services, electronics,
aerospace and shipbuilding to government and commercial customers
worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on May 8, 2007,
Moody's Investors Service placed the debt ratings of Northrop
Grumman Corporation under review for possible upgrade.  Among the
debt ratings under review are the company's Multiple Seniority
Shelf, at (P)Ba1, and the company's Senior Unsecured Regular
Bond/Debenture, at Baa2.


ONEIDA LTD: Loan Termination Cues Moody's to Withdraw Ratings
-------------------------------------------------------------
Moody's Investors Service withdrew all ratings on Oneida, Ltd.

The withdrawal is driven by Oneida's announcement that it has
terminated its intent to enter into a new $120 million senior
secured term loan facility due to unfavorable market conditions.

The company intended to use proceeds from the term loan and a
portion of cash to refinance its existing term loan that was put
in place following its emergence from voluntary bankruptcy in
September 2006, pay a $30 million special dividend to preferred
equity holders, and pay related fees, expenses and prepayment
penalties.

These ratings were withdrawn:

Oneida, Ltd.:

-- Corporate family rating at B2
-- Probability of default rating at B2
-- $120 million first-lien Term Loan due 2013 at B3 (LGD 4, 62%)

Headquartered in Oneida, New York, Oneida, Ltd. is a leading
marketer and distributor of tableware products, including
metalware, dinnerware, glassware and other tabletop accessories.
The company's key operations are in the U.S., Canada, Mexico,
U.K., EMEA and Australia, and revenue is estimated to be about
$350 million.


PANAVISION INC: Inks LOI to Purchase Joe Dunton's Camera Inventory
------------------------------------------------------------------
Panavision Inc. has entered into an exclusive Letter of Intent to
purchase the camera inventory of Joe Dunton & Company.  Joe Dunton
and Lester Dunton will join Panavision's executive ranks upon
completion of the transaction.  JDC has rental facilities in
London and Wilmington, North Carolina.
    
"With the acquisition of these assets, Panavision will expand its
inventory of high-end film cameras and lenses to support its
growing worldwide business," Bob Beitcher, president and CEO,
Panavision Inc., said.  "It is another step forward in our
strategy to acquire valuable assets on a selective basis and to
attract entrepreneurial industry leaders to our executive team."
    
"I'm personally very pleased to be reuniting with Panavision, a
company at the very top of our industry," Joe Dunton said.  "It's
an incredibly exciting platform for me and Lester to continue our
innovative approach to solving the issues faced by filmmakers on
the set every day.  We couldn't be joining a better team!"
    
The purchase includes all film camera equipment owned by JDC,
along with a wide assortment of spherical and anamorphic lenses
and camera accessories.

                    About Joe Dunton & Company

Headquartered in Wilmington North Carolina, Joe Dunton & Company
--- www.joedunton.com/ -- specializes in the rental of cameras,
lenses, grip and video assist equipment to the UK, US and
international film industry.

                      About Panavision Inc.
    
Headquartered in Woodland Hills, California, Panavision Inc.
-- http://www.panavision.com/-- manufactures and rents camera  
systems and lighting equipment to motion picture and television
producers worldwide.  

                          *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Moody's Investors Service downgraded the corporate family rating
of Panavision Inc. to B3 from B2.


PATIENT SAFETY: Inks Pact to Restructure Debt of $3 Million
-----------------------------------------------------------
Patient Safety Technologies Inc. entered into definitive
agreements restructuring all of the company's debt held by Ault
Glazer Capital Partners LLC.  Prior to the restructuring, the
company owed the Fund about $3 million in principal and accrued
interest, which was advanced under the terms of three separate
agreements:

     (1) a revolving credit facility of $420,000,

     (2) a secured promissory note of $780,000, and

     (3) a secured promissory note of $1.75 million.

The revolving credit facility, which was in default, was converted
into 337,439 shares of the company's common stock at a conversion
price of $1.25 per share.  The other two secured promissory notes,
one of which was in default, were combined into a single
convertible secured promissory note in the principal amount of
$2.53 million with an effective date of June 1, 2007.  The
promissory note bears interest at the rate of 7% per annum and is
due on the earlier of Dec. 31, 2010, or the occurrence of an event
of default.

In the event that the average closing price of the company's
common stock is in excess of $5.00 per share for thirty (30)
consecutive trading days, the company will have the right to
redeem the promissory note in shares or in cash.  In the event of
a redemption in shares, the principal is convertible into shares
of the company's common stock at a conversion price of $2.50.  The
promissory note is secured by all of the company's assets.  Should
the company raise up to $2,000,000 in a new credit facility,
including any replacement credit facilities, the Fund is required
to subordinate its security interest in favor of the new credit
facility.

"This debt restructuring, combined with the previously announced
asset sales, will dramatically strengthen our balance sheet.  The
cumulative effect of these transactions provides the company the
ability to retire up to $3.1 million in short-term debt and
related accrued interest, convert $780,000 in short-term debt to
long-term debt, and reduce the interest rates on the Fund's
original secured promissory notes to 7% from the existing rates
which range between 10% and 11.25%. As we continue to execute on
our stated restructuring plan of transforming the company into a
pure health-care company we are able to reallocate existing
resources towards the development of SurgiCount's Safety-
Sponge(TM) System," said William B. Horne, chief executive officer
of Patient Safety.

                     About SurgiCount Medical

SurgiCount Medical Inc. -- http://www.surgicountmedical.com/--
develops and manufactures patient safety products and services.  
The SurgiCount Safety-Sponge(TM) System is a patented turn-key
array of modified surgical sponges, line-of-sight scanning
SurgiCounters, and PrintPAD printers integrated together to form a
comprehensive counting and documentation system.  The Safety-
Sponge System works much like a grocery store checkout process:
Every surgical sponge and towel is affixed with a unique
inseparable two-dimensional data matrix bar code and used with a
SurgiCounter to scan and record the sponges during the initial and
final counts.  Because each sponge is identified with a unique
code, a SurgiCounter will not allow the same sponge to be
accidentally counted more than one time. When counts have been
completed at the end of a procedure, the system will produce a
printed report, or can be modified to work with a hospital's
paperless system.  The Safety-Sponge System is the only FDA 510k
approved computer assisted sponge counting system.

                        About Ault Glazer

Ault Glazer Capital Partners is a shareholder activist / private
equity fund.  The funds strategy is to view each potential
investment or acquisition from the perspective of a financial
acquirer with a targeted return on investment that looks to
maximize and monetize undervalued assets, with a definable exit
strategy and timetable for divesting.  AGCP will also target
operating companies that could become strategic, core, long-term
holdings that contribute positive cash flows and revenues for many
years.  The fund develops its portfolio by identifying undervalued
and or underperforming public and private companies in health
care, financial services, media, consumer services and products,
energy and insurance.

                      About Patient Safety

Based in Temecula, Calif., Patient Safety Technologies Inc.
(OTC BB: PSTXE) -- http://www.patientsafetytechnologies.com/--   
provides capital and managerial assistance to development stage
companies in the medical products and health care solutions
industries primarily in the U.S. and Europe.  It develops Safety-
Sponge System, which reduces the number of retained sponges and
towels in patients during surgical procedures, and allows for
counting of surgical sponges that consist of a handheld scanner
and bar coded surgical dressings.  In addition, the company
involves in the real estate operations, including development and
sale of commercial properties, residential land development
projects, and other unimproved land.  It also offers express car
wash services and healthcare consulting services.

                       Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson, L.L.P., of San
Diego, Calif., expressed substantial doubt about Patient Safety
Technologies Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2006.  The auditor noted that the company had recurring
losses from operations through Dec. 31, 2006, and significant
accumulated deficit and working capital deficit at Dec. 31, 2006.


PREDIWAVE CORP: Committee and New World File Disclosure Statement
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in PrediWave
Corporation's bankruptcy case, together with New World TMT
Limited, filed with the United States Bankruptcy Court for the
Northern District of California a Disclosure Statement explaining
their Chapter 11 Plan of Liquidation.

John D. Fiero, Esq., at Pachulski Stang Ziehl Young Jones &
Weintraub LLP, said that the Disclosure Statement was filed in
connection with the solicitation of acceptance of that Plan
filed on Aug. 6, 2007, and as subsequently amended.

                       Overview of the Plan

The Committee and New World explain that a distribution trust
will be established, which include, cash, real and personal
property and causes of action.  Moreover, the Committee and New
World estimated $23,000,000 of assets that will be transferred
to the trust on the effective date.

At the New World's discretion, a distribution trustee will be
appointed.

In addition, the Distribution Trust will retain and prosecute any
causes of action.  Any recovered cash as a result of the actions
will be deposited into the distribution trust account under the
Plan.

                       Treatment of Claims

Under the Plan, Administrative and Priority Tax Claims will
be paid in full in cash.

Priority Claims against the Debtor will also be paid in full
in cash.

Each holder of Secured Claim will be reinstated under the .

General Unsecured Claims, totaling $925,104, will receive
cash in full.

In the Committee's document filed with the Court, the Priority,
Secured and General Unsecured creditors will expect to recover
100% under the Plan.

New World Claims, totaling $2,817,075,320, will expect to
receive 2% of its allowed claim.  On the effective date, the
distribution trustee will transfer to New World all assets
other that the amounts required under the Plan.

Intercompany, Penalty and Subordinated, and Equity Interests
Claims will not receive any distribution under the Plan.

A full-text copy of the Committee and New Worl's Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=070814224358

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite   
operators with end-to-end digital broadcast platforms, and
offers products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The
Debtor filed for chapter 11 protection on April 14, 2006 (Bankr.
N.D. California Case No. 06-40547).  Robert A. Klyman, Esq., at
Latham & Watkins, LLP, and Jonathan S. Shenson, Esq., at Klee,
Tuchin, Bogdanoff & Stern LLP represent the Debtor in its
restructuring efforts.  John D. Fiero, Esq., at Pachulski,
Stang, Ziehl, Young and Jones represents the Official Committee
Of Unsecured Creditors.  The Debtor's Schedules of Assets and
Liabilities showed $145,282,246 in total assets and $773,033,371
in total liabilities.


PREMIER ENTERTAINMENT: Emerges from Chapter 11 Protection
---------------------------------------------------------
Premier Entertainment Biloxi LLC dba Hard Rock Hotel & Casino
Biloxi and its wholly owned subsidiary, Premier Finance Biloxi
Corp., emerged from bankruptcy on Aug. 10, 2007, Mary Perez of the
Sun Herald reports.

Early this month, the Debtors' Joint Plan of Reorganization, which
provided for a 100% recovery to all holders of allowed claims, was
confirmed by the U.S. Bankruptcy Court for the Southern District
of Mississippi.

According to the Sun Herald however, certain holders of the
Debtors' 10-3/4% senior secured notes appealed the confirmation
order and sought to block the plan.  Judge Gaines and U.S.
District Judge L.T. Senter both issued orders denying the note
holders' request allowing the company to emerge.

Based in Biloxi, Miss., Premier Entertainment Biloxi LLC dba Hard
Rock Hotel & Casino Biloxi -- http://www.hardrockbiloxi.com/--    
owns and operates hotels.  The company filed for chapter 11
protection on Sept. 19, 2006 (Bankr. S.D. Ms. Case No. 06-50975).
Nicholas Van Wiser, Esq., and Robert Alan Byrd, Esq., at Byrd &
Wiser, represent the Debtors.  Corby Davin Boldissar, Esq., at
Locke Liddell & Sapp, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $252,862,215 in assets and $226,069,921
in debts.


PROBE MANUFACTURING: June 30 Balance Sheet Upside-Down by $332,075
------------------------------------------------------------------
Probe Manufacturing, Inc. reported on Aug. 10, 2007, its financial
results for the second quarter June 30, 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$2.1 million in total assets and $2.4 million in total
liabilities, resulting in a $332,075 total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.8 million in total current
assets available to pay $2.1 million in total current liabilities.

The company reported net profit of $336,627 in the second quarter
of fiscal 2007 compared with net profit of $55,135 in the same
period in 2006.

The company reported sales of $1.8 million for the second quarter
2007 compared to $1.9 million in the previous quarter and
$2.7 million for the same period in 2006.

"We are pleased with our results for the 2nd quarter 2007 as we
marked the 7th consecutive quarter of positive net income from
operations and debt reduction," said Probe chief executive officer  
Reza Zarif.  "We are also pleased with the success and execution
of our business strategy as we continue to achieve further
diversification of our customer base and focus our core business
on opportunities in medical device manufacturing, aerospace and
alternative energy industries."

50% of revenue for the second quarter of 2007 came from medical
device manufacturers, aero space and alternative energy business
compared to only 20% during the same period in 2006.  Five
customers accounted for approximately 77% of sales for the second
quarter 2007, compared to 93%, for the same period in 2006.

The company generated $161,796 in cashflow from operations for the
2nd quarter 2007 compared to $44,143 for the same period in 2006.

The company reduced its total debt by $452,055 for 2nd quarter
2007 compared to $88,543 and borrowing of $43,471 in the same
period in 2006 and 2005 respectively.  The company reduced debt by
a total of $841,039 from $2.40 million in the second quarter of
2006 to $1.56 million in the second quarter of 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?228c

                       Going Concern Doubt

Jaspers + Hall P.C. expressed substantial doubt about Probe
Manufacturing Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the fiscal years ended Dec. 31, 2006, and 2005.  
The auditor pointed to the company's accumulated deficit from
operations and its difficulties in maintaining sufficient working
capital.

The company generated $344,280 in net cash from operations and
improved their total stockholders deficit by $413,388 for the six
months ended June 30, 2007.  However, the company still had a  
shareholder deficit of $332,075 as of June 30, 2007.

                   About Probe Manufacturing

Based in Lake Forest, California, Probe Manufacturing, Inc.
(OTCBB: PMFI) -- http://www.probemi.com/ -- was founded in 1995  
and is one of Southern California's medium volume Electronics
Manufacturing Services companies.  The company provides a full
range of electronics manufacturing and supply chain management
services to the some of the world's leading aerospace, industrial,
automotive, alternate energy, hybrid, and medical device
manufacturing firms.


QUAKER FABRIC: Case Summary & 39 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Quaker Fabric Corporation
        941 Grinnell Street
        Fall River, MA 02721

Bankruptcy Case No.: 07-11146

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                    Case No.
      ------                                    --------
      Quaker Fabric Corporation of Fall River   07-11146

Type of Business: The Debtor is one of the largest producers
                  of Jacquard upholstery fabrics.  The company
                  also produces specialty yarns, which it both
                  uses in its fabrics and sells to other
                  fabric manufacturers.
                  See http://www.quakerfabric.com/

Chapter 11 Petition Date: August 16, 2007

Court: District of Delaware (Delaware)

Debtors' Counsel: Joel A. Waite, Esq.
                  Young, Conaway, Stargatt & Taylor
                  The Brandywine Building
                  1000 West Street, 17th Floor
                  P.O. Box 391
                  Wilmington, DE 19899-0391
                  Tel: (302) 571-6600
                  Fax: (302) 571-0453

Debtors' financial condition as of June 2, 2007:

   Total Assets: $155,243,945

   Total Debts:   $60,407,158

Debtors' Consolidated List of its 39 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Unifi Manufacturing, inc.        Trade                  $3,151,381
c/o Romonica Emerson
7201 West Friendly Avenue
Greensboro, NC 27410
and
P.O. Box 404617
Atlanta, GA 30384-4617
Tel: (336) 294-4410
Fax: (336) 316-5607

Hangzhou Zhongwang Fabric        Trade                  $1,291,997
Shulhong Temple Village
Chongxian Town
Yuaan District, Hangzhou
China
Tel: (0571) 86172333
Fax: 86-571-627-6788
c/o Robert A. Migliaccio, Esq.
Cameron & Mittleman, LLP
56 Exchange Terrace
Providence, RI 02903
Tel: (401) 331-5700 ext. 323
Fax: (401) 454-4526

Sempra Energy Solutions          Utility                  $537,032
P.O. Box 92170
Elk Grove Village, IL 60009
Tel: (401) 463-3550
Fax: (401) 463-6071

Carolina Yarn Processors         Trade                    $453,739
P.O. Box 1579
Tryon, NC 28782
Tel: (828) 859-5891
Fax: (828) 859-9024

PriceawaterhouseCoopers LLP      Services                 $444,610
125 High Street
Boston, MA 02110
Tel: (617) 530-4473
Fax: (813) 637-3720

American Fibers and Yarns        Trade                    $350,124
P.O. Box 536726
Atlanta, GA 30353-6726
Tel: (866) 572-7342
Fax: (919) 969-4299

Regifil Inc.                     Trade                    $317,301
745 Avenue Guy Poulin
Saint-Joseph, Quebec
GOS 2V0
Tel: (418) 397-5775
Fax: (418) 397-8263

National Spinning Co., Inc.      Trade                    $302,354
NW7930
P.O. Box 1450
Minneapolis, MN 55485-7930
Tel: (252) 382-6478
Fax: (212) 382-6450

Regitex                          Trade                    $274,430
745 Avenue Guy Poulin
Saint-Joseph, Quebec
GOS 2V0
Tel: (418) 397-5775
Fax: (418) 397-8263

Noveon, Inc.                     Trade                    $240,344

Direct Energy Services, LLC      Utility                  $217,254

National Grid                    Utility                  $214,616

Alvarez & Marsal                 Consulting               $197,000

Burke Mills, Inc.                Trade                    $195,464

Huntsman Int'l LLC               Trade                    $181,149

City of Fall River               Taxes                    $143,418

St. Paul Travelers               Insurance                $143,021

American Dornier Machine         Parts                    $139,428

Infor. Global Solutions, Inc.    Service                  $136,064

Crypton, Inc.                    Trade                    $127,575

IBM Corp.                        Service                  $118,682

Lubrizol Advance Materials       Trade                    $113,229

Helmsman Management              Insurance                $112,582

Texturing Services, Inc.         Trade                    $112,338

Toyota Motor Credit Corp.        Equipment                $106,404
Commercial Finance

Harvard Logistics                Freight                  $100,817

Tuscarora Yarns, Inc.            Trade                     $94,572

Grover Industries Inc.           Trade                     $90,776

New England Gas Company          Utility                   $70,320

Fedex Corp.                      Shipping                  $65,660

Paetec Communications Inc.       Utility                   $62,855

Dexter Chem Corp. LLC            Trade                     $59,567

Bostik Findley                   Trade                     $58,927

Clocktower Enterprises           Rental                    $47,030

Phoenix International            Freight                   $45,666

System Trading                   Service                   $45,492

Safedata LLC                     Service                   $42,400

Ryder Transportation Service     Rental                    $37,995

Chesterfield Yarns               Trade                     $36,414


RENAISSANCE PARK: Sale Hearing Moved to September 25
----------------------------------------------------
The Hon. John E. Waites of the U.S. Bankruptcy Court for the
District of South Carolina rescheduled the hearing to consider
approval of the sale Renaissance Park Hotel LLC's property free
and clear of any liens to Sept. 25, 2007, The State in South
Carolina reports.

According to the report, Judge Waites rescheduled the hearing due
to unresolved legal issues.

The Debtor operates a Marriott Hotel which Harbert Real Estate
Fund LLC has offered to buy for $17.2 million.

The report relates that Bridgeview Capital Solutions, owed around
$23 million, foreclosed on the hotel in January 2006.  The city of
Spartanburg, who contributed to the financing of the hotel
project, is owed about $4 million.

Based in Spartanburg, South Carolina, Renaissance Park Hotel, LLC,
operates a Marriott Hotel.  The company filed for chapter 11
protection on Oct. 16, 2006 (Bankr. D. S.C. Case No. 06-04893).
G. William McCarthy, Jr., Esq., and Nancy E. Johnson, Esq., at
Robinson, Barton, McCarthy & Calloway, represent the Debtor.  When
the Debtor filed for protection from its creditors, it listed
estimated assets and debts between $1 million and $100 million.


RIVER VALLEY: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: River Valley Manufacturing, Inc.
        412 Industrial Road
        Ellsworth, WI 54011

Bankruptcy Case No.: 07-13189

Type of Business: The Debtor manufactures non-electric
                  heating equipment.

Chapter 11 Petition Date: August 15, 2007

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: Jamie Robert Pierce, Esq.
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: (612) 334-2514

Total Assets:   $968,652

Total Debts:  $1,841,162

Debtor's List of its 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
Security National Bank           Office Equipment         $287,812
1561 Commerce Court                                       Secured:
P.O. Box 106                                               $13,850
River Falls, WI 54022

Aquent, LLC                      Assets                   $390,000
711 Boylston Street
Boston, MA 02116-2616

U.S. Small Business Admin.       Equipment financed       $178,131
740 Regent Street, Suite 100     under SBA Loan
Madison, WI 54715

Internal Revenue Service         Federal Withholding      $107,342
                                 Taxes

                                 FICA Withholding         $142,169
                                 Taxes

All Points Capital Corporaiton   Equipment                $186,326

Pierce County Wisconsin          Property pursuant to      $88,277
                                 Business Security
                                 Agreement

BlueLinx Corporation                                       $65,972

Siewert Cabinet and Fixture                                $37,021

Wisconsin Dept. of Revenue       State Withholding         $34,418
                                 Taxes

Metro Hardwoods, Inc.                                      $30,552

TMJ Wood Products                                          $22,317

Holdahl Company                                            $18,177

Top Line Casters and                                       $16,422
Wheels, Inc.

C.A. Gerbitz Company, Inc.                                 $16,243

Balsam Millwork                                            $12,166

Hallmark Building Supplies                                 $10,621

The Kopfmann Co., Inc.                                      $8,994

Medica                                                      $8,580

Seating Consultants, Inc.                                   $8,388


RONCO CORP: Taps Jeffer Mangels as Intellectual Property Counsel
----------------------------------------------------------------
Ronco Corporation and its debtor-affiliate, Ronco Marketing
Corporation, ask the U.S. Bankruptcy Court for the Central
District of California for permission to employ Jeffer, Mangels,
Butler & Marmaro, L.L.P. as their special intellectual property
counsel.

The firm is expected to protect and preserve the value of the
Debtors' intellectual property rights, which continue to be a
principal asset.

The firm charges a standard rate for partners at $625 per hour and
for certain paralegals at $165 per hour.

Grant T. Langton, Esq., a partner at the firm, assures the Court
that the firm does not hold any interest adverse to the Debtors'
estate and is a "disinterested person" as defined in Section 101
(14) of the Bankruptcy Code.

Mr. Langton can be reached at:

   Grant T. Langton, Esq.
   Jeffer, Mangels, Butler & Marmaro, L.L.P.
   1900 Avenue of the Stars, 7th Floor
   Los Angeles, California 90067-4308
   Tel: (310) 203-8080
   Fax: (310) 203-0567
   http://www.jmbm.com

Headquartered in Simi Valley, California, Ronco Corporation --
http://www.ronco.com/-- engages in manufacturing, sourcing,   
marketing, and distributing proprietary branded consumer products
for use in kitchen and home.  The company filed for Chapter 11
protection on June 14, 2007 (Bankr. C.D. Ca. Case No: 07-12000).  
Stacia A. Neeley, Esq., at Klee, Tuchin, Bogdanoff and Stern,
L.L.P., represents the Debtor in its restructuring efforts.  
Daniel H. Reis, Esq., at Levene Neale Bender Rankin & Brill,
L.L.P. represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for bankruptcy, it listed assets at
$13,879,000 and debts at $32,736,000.


ROWE COMPANIES: Files Plan and Disclosure Statement in Virginia
---------------------------------------------------------------
The Rowe Companies filed with the U.S. Bankruptcy Court for the
Eastern District of Virginia its Chapter 11 Reorganization Plan
and a Disclosure Statement explaining that plan.

                American Communications Transaction

On May 2, 2007, the Debtor and American Communications entered
into a Summary of Terms and Conditions or Proposed Plan of
Reorganization of The Rowe C0mpanies.  Pursuant to the Term Sheet,
American Communications agreed to $120,000 and fund an additional
$60,000 of professional in connection of a chapter 11
reorganization plan, which, among other things, transers 100% of
the stock in the reorganized company to American Communication.

On May 31, 2007, the Court approved the issuance of equity
securities in the Debtor to American Communication in return or
the $60,000 payment.  In July 2007, the Debtor issued 60,000
shares of common stock to Rowe Acquisition Corp., an entity
designated by American Communications.

                       Treatment of Claims

The Debtor discloses that according to its records, it has paid
most, if not all of the priority claims pursuant to orders from
the Court. The Debtor relates that a number of entities however
have filed proofs of claim alleging that they hold priority
claims.  The Debtor intends to file objections on these alleged
priority claims.  However, to the extent a creditor holds an
allowed Priority Claim, it will be paid on a pro-rata basis by the
TRC Liquidating Trust until paid in full without interest.

General Unsecured Creditors will be paid on a pro rata basis using
funds available for distribution.  The Plan does not disclose what
percentage of their claims unsecured creditors will recover.

Equity Interests will be cancelled and extinguished with the
exception of the 60,000 shares held by Rowe Acquisition.

                          About Rowe

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered  
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--   
and Storehouse, Inc. -- http://www.storehousefurniture.com/     

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Dylan G. Trache, Esq., H. Jason Gold, Esq., and Valerie P.
Morrison, Esq., at Wiley Rein & Fielding LLP, represent the
Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.


ROWE COMPANIES: Disclosure Statement Hearing Set for September 7
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Virginia set
a hearing on Sept. 7, 2007, to consider the adequacy of the
Disclosure Statement explaining The Rowe Companies' Chapter 11
Plan of Reorganization.

Headquartered in McLean, Virginia, The Rowe Companies --
http://www.therowecompanies.com/-- manufactures upholstered  
retail home and office furniture, interior decorations, tableware,
lighting fixtures, and other interior design accessories.  The
company owns 100% of stock of manufacturing and retail
subsidiaries, Rowe Furniture -- http://www.rowefurniture.com/--   
and Storehouse, Inc. -- http://www.storehousefurniture.com/     

The company and its two affiliates filed for chapter 11 protection
on Sept. 18, 2006 (Bank. E.D. Va. Case Nos. 06-11142 to 06-11144).  
Dylan G. Trache, Esq., H. Jason Gold, Esq., and Valerie P.
Morrison, Esq., at Wiley Rein & Fielding LLP, represent the
Debtors.  When the Debtors filed for protection from their
creditors, The Rowe Companies listed total assets of $130,779,655
and total debts of $93,262,974; Rowe Furniture estimated assets
between $50 million and $100 million and debts between $10 million
and $50 million; and Storehouse, Inc. estimated assets and debts
between $10 million and $50 million.


SALON MEDIA: Posts $996,000 Net Loss in Quarter Ended June 30
-------------------------------------------------------------
Salon Media Group Inc. reported a net loss of $996,000 for the
first quarter ended June 30, 2007, compared with a net loss of
$525,000 for the same period ended June 30, 2006.

Net revenues increased 28% to $2.0 million for the three months
ended June 30, 2007, from $1.5 million for the three months ended
June 30, 2006.  

The increase in net loss is mainly due to the increase in sales
and marketing expenses, and general and administrative expenses,
partly offset by the increase in net revenues.

Sales and marketing expenses were $1.1 million for the three
months ended June 30, 2007, compared to $334,000 for the three
months ended June 30, 2006.  The increase primarily reflects
utilizing $600,000 of advertising credits this year compared to
only $45,000 last year as Salon was testing the effectiveness of
using the ad credits for Web based advertisements on NBC on-line
properties.  In addition, the results for the three months ended
June 30, 2007, included an additional $100,000 of compensation
costs compared to the prior year, reflecting an increase in sales
staff.

General and administrative expenses were $398,000 for the three
months ended June 30, 2007, compared to $291,000 for the three
months ended June 30, 2006.  The 37% increase primarily reflects
additional payroll and recruiting costs.

At June 30, 2007, the company's consolidated balance sheet showed
$4.9 million in total assets, $1.9 million in total liabilities,
and $3.0 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?2289

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about Salon Media Group Inc.'s ability to continue as a
going cncern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm reported that the company has suffered recurring
losses and negative cash flows from operations and has an
accumulated deficit of $92.8 million at March 31, 2007.

Salon has an accumulated deficit at June 30, 2007 of
$93.8 million.

                        About Salon Media

Founded in 1995, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/ -- is an Internet media company that
produces a network of ten subject-specific Web sites, hosts two
online subscription communities, and features Salon Premium, a
paid subscription service.


SHAKESPEARE CONDOMINIUMS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Shakespeare Condominiums LLC
        437 Bridoon Terrace
        Encinitas, CA 92024

Bankruptcy Case No.: 07-01287

Chapter 11 Petition Date: August 15, 2007

Court: District of Idaho (Boise)

Debtor's Counsel: D. Blair Clark, Esq.
                  P.O. Box 2773
                  Boise, ID 83701-2773
                  Tel: (208) 342-4591
                  Fax: (208) 342-4657

Total Assets: $3,400,239

Total Debts:  $3,104,504

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


SIMON WORLDWIDE: June 30 Balance Sheet Upside-Down by $11.1 Mil.
----------------------------------------------------------------
Simon Worldwide Inc.'s consolidated balance sheet at June 30,
2007, showed $23.4 million in total assets, $1.5 million in total
liabilities, and $33.0 million in redeemable preferred stock,
resulting in a $11.1 million total stockholders' deficit.

Simon Worldwide reported a net loss of $380,000, including income
from discontinued operations of $105,000, for the second quarter
ended June 30, 2007, compared with a net loss of $763,000,
including income from discontinued operations of $89,000, for the
same period last year.  

During the second quarter of 2002, the discontinued activities of
the company, consisting of revenues, operating costs, general and
administrative costs, and certain assets and liabilities
associated with the company's promotions business, were classified
as discontinued operations for financial reporting purposes.

The company generated no sales or gross profits during the three
months ended June 30, 2007, and 2006.

The decrease in net loss is mainly attributable to a decrease in
general and administrative expenses.

General and administrative expenses totaled $695,000 during the
three months ended June 30, 2007, compared to $1.1 million during
the same period in the prior year. The decrease was primarily due
to a lump sum payment of $400,000 made to a director upon
termination of his services to the company in accordance with his
Executive Services Agreement during the three months ended
June 30, 2006.

Interest income totaled $210,000 during the three months ended
June 30, 2007, and $221,000 during the same period in the prior
year.  Interest income is earned on the Company's cash bank
balances.

The company recorded a nominal investment impairment of $13,000
during the three months ended June 30, 2006, to adjust the
recorded value of its investments accounted for under the cost
method, which does not include the company's investment in Yucaipa
AEC, to the estimated future undiscounted cash flows the company
expects from such investments.  There were no such impairments
recorded 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?227f

                       Going Concern Doubt

BDO Seidman LLP, in Los Angeles, expressed substantial doubt about
Simon Worldwide 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
reported that the company has a stockholders' deficit, has
suffered significant losses from operations, has no operating
revenue and faces significant legal actions.

Since August 2001, the company has concentrated its efforts on
reducing its costs and settling numerous claims, contractual
obligations, and pending litigation.   

                      About Simon Worldwide

Headquartered in Los Angeles, California, Simon Worldwide Inc. was
a diversified marketing and promotion agency with offices
throughout North America, Europe and Asia.  The company had worked
with some of the largest and best-known brands in the world and
had been involved with some of the most successful consumer
promotional campaigns in history.  Through its wholly owned
subsidiary, Simon Marketing Inc., the company provided
promotional agency services and integrated marketing solutions
including loyalty marketing, strategic and calendar planning, game
design and execution, premium development and production
management.

In August 2001, McDonald's Corp, its principal customer,
terminated its 25-year relationship with the company as a result
of the embezzlement by a former employee of winning game pieces
from McDonald's promotional games it administered.  Other
customers also terminated their relationships with the company.


SOLO CUP: July 1 Balance Sheet Upside-Down by $22,854,000
---------------------------------------------------------
Solo Cup Company had total assets of $1,399,737,000, total
liabilities of $1,422,591,000, resulting in total stockholders'
deficit of $22,854,000 as of July 1, 2007.

The company has reduced its net debt by $140,500,000 since the  
beginning of the year including the retirement of its $130,000,000
second lien term loan.  As of July 1, 2007, the company had in
excess of $100,000,000 of liquidity under its revolving credit
facilities and cash on hand.  Net cash provided by operating
activities during the 26 weeks ended July 1, 2007, was
$29,100,000 compared to net cash used in operating activities of
$79,900,000 during the first 26 weeks of 2006, a $109,000,000
improvement.  Capital expenditures totaled $14,900,000 for the
26 weeks ended July 1, 2007 versus $29,600,000 during the first 26
weeks of 2006.

In June 2007, the company entered into a lease agreement in
conjunction with the sale of six of its manufacturing facilities.
It received proceeds of $130,000,000 that were used to retire the
company's second lien credit agreement dated March 31, 2006, as
amended.  Upon the sale of the six properties, the company
immediately leased them back pursuant to a 20-year term lease.  
The Lease contains four five-year renewal term options.

                    Second Quarter 2007 Results

The company recorded net income of $3,200,000 for the 13-week
period ended July 1, 2007, compared to a net loss of $299,400,000
for the comparable period in 2006.

The company had net sales of $650,200,000 for the 13 weeks
ended July 1, 2007, versus $670,300,000 for the 13 weeks ended
July 2, 2006.  Although net sales decreased, gross profit for the
quarter increased from the year ago period by $4,700,000 to
$96,700,000, reflecting a gross margin of 14.9%.  Selling,
general and administrative expenses decreased about $8,000,000,
or 10.8%, to $65,900,000 for the 13 weeks ended July 1, 2007,
from $73,800,000 for the 13 weeks ended July 2, 2006.  Operating
income for the second quarter 2007 was $32,300,000; excluding a
$228,500,000 goodwill impairment charge taken in the second
quarter of 2006, this represents a $15,100,000 improvement in
operating income over the prior year.

The decrease in net sales reflects a 5.2% decrease in sales volume
partially offset by a 2.2% increase in average realized sale price
as compared to the 13 weeks ended July 2, 2006.  The lower
volume is a result of the divestiture of the company's dairy
business in Japan in December 2006, which contributed about
$11,000,000 to net sales in the second quarter of 2006, as well as
a modest volume decrease due to continuing competitive conditions
and the company's ongoing SKU rationalization efforts.

                    Year-to-Date 2007 Results

For the 26 weeks ended July 1, 2007, the company reported net
sales of $1,200,000,000, that decreased by about $40,000,000 over
net sales of $1,240,000,000 for the 26 weeks ended July 2, 2006.  
Gross profit year to date is $143,200,000, compared to
$145,800,000 year to date in 2006.  Selling, general and
administrative expenses decreased $16,000,000 this year to
$125,000,000.  The company reported a net loss for the 26 weeks
ended July 1, 2007 of $35,500,000.

Net sales decreased $33,300,000, or 2.7%, for the 26 weeks ended
July 1, 2007, compared to the prior year period.  This decrease
reflects a 4.8% decrease in sales volume partially offset by a
2.1% increase in average realized sales price as compared to the
26 weeks ended July 2, 2006.  The sale of the company's Japan
dairy business represents about $21,000,000 of the decline with
the remainder attributed to competitive pressure and SKU
rationalization across product categories.

Year over year, gross profit for the 26 weeks ended July 1, 2007,  
decreased slightly reflecting raw material costs absorbed during
first quarter 2007 offset by lower freight and distribution
expenses as well as other efficiency improvements realized during
second quarter 2007.  Gross profit for the 26 weeks ended July 2,
2006, included a $9,800,000 reserve for spare parts and
inventory obsolescence, and $22,100,000 in pension curtailment
gains.  Excluding these unusual items, the company's gross margin
for the 26 weeks ended July 2, 2006, would have been 10.8%,
compared to gross margin of 11.9% for the 26 weeks ended July 1,
2007.

A full-text copy of the company's second quarter report is
available for free at http://ResearchArchives.com/t/s?2288

"During the second quarter, we saw our employees' efforts in
implementing our performance improvement program begin to
positively impact the bottom line," said Robert M. Korzenski,
chief executive officer.  "We are achieving improvements in our
manufacturing and supply chain operations ahead of schedule, we
are continuing to reduce our SG&A costs and we are doing a better
job managing our working capital.  We also completed a sale-
leaseback transaction during the quarter that reduced our debt and
increased our financial flexibility."

Mr. Korzenski concluded, "We continue to face rising raw material
prices and incur high interest expense while operating in a
competitive environment.  However, our second quarter results show
that our business is growing stronger.  Our liquidity position
continues to improve as we better manage our cash and working
capital, and reduce our net borrowings.  Going forward, we are
focused on receiving fair value for our products and services
while striving for best-in-class service levels, and continuing to
pursue efficiency improvements across the board.  We intend to
maintain our focus on these efforts as the year progresses."

                      About Solo Cup Company

Solo Cup Company -- http://www.solocup.com/-- manufactures   
disposable foodservice products for the consumer/retail,
foodservice, packaging, and international markets.  Solo Cup has
broad expertise in paper, plastic, and foam disposables and
creates brand name products under the Solo, Sweetheart, Fonda, and
Hoffmaster names.  The company was established in 1936 and has a
global presence with facilities in Asia, Canada, Europe, Mexico,
Panama and the United States.

                         *     *     *

As reported in the Troubled Company Reporter on Mar. 13, 2007,
Moody's Investors Service affirmed the 'B3' corporate family
rating of Solo Cup Company and revised the rating outlook to
negative.


SPEEDEMISSIONS INC: Earns $101,687 in Second Quarter Ended June 30
------------------------------------------------------------------
Speedemissions Inc. reported on Aug. 8, 2007, its financial
results for second quarter ended June 30, 2007.

Net income for the quarter was $101,687 up from $79,104 despite
additional operating expenses of $77,000 incurred while operating
three new stores during the quarter.  Speedemissions reported
second quarter revenue of $2.5 million versus $2.4 for the same
period last year.

For the six-months ended June 30, 2007, total revenue rose to
$4.9 million up from $4.8 million in 2006.  Net income was
$49.6 million.

Speedemissions is continuing to methodically execute its "growth"
plan by increasing same store sales and opening new testing
locations.  The positive results were led by a jump in same store
sales of 5%.

Rich Parlontieri, president and chief executive officer added,
"The concentration on complete customer satisfaction, plus an
equal focus on getting the customer in and out quickly, is making
a positive impact on vehicle throughput.  We're pleased that our
attention to both the customer and the speed of the test has
resulted in more cars being tested in all three of our market
areas."

At June 30, 2007, the company's consolidated balance sheet showed
$8.8 million in total assets, $712,529 in total liabilities,
and $8.1 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?2282

                      Going Concern Doubt

Tauber & Balser P.C., in Atlanta, expressed substantial doubt
about Speedemissions 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, past
history of operating cash flow deficiencies and its limited
capital resources.  

As of June 30, 2007, the company has cash on hand of $462,216,
working capital of $70,907, and an accumulated deficit of
$11.7 million.

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI.OB) --
http://www.speedemissions.com/ -- is a vehicle emissions (and
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.


STARINVEST GROUP: Posts $144,331 Net Loss in Quarter Ended June 30
------------------------------------------------------------------
StarInvest Group Inc. reported a net decrease in net assets
resulting from operations of $144,331 during the second ended
June 30, 2007, as compared to a net decrease in net assets
resulting from operations of $687,232 during the same period of
2006.  

The net decrease in net assets resulting from operations in the
three months ended June 30, 2007, resulted from the net change in
unrealized depreciation of $124,109, a realized investment gain of
$6,688, interest income of $25,571 and expenses of $52,481.  

For the three months ended June 30, 2007, gross investment income
totaled $25,571 as compared to $15,740 for the three months ended
June 30, 2006.  

The company's net investment loss totaled $26,910 and $32,318,
respectively for the three months ended June 30, 2007, and 2006.  
The company had a net realized gain on investments of $6,688 for
the three months ended June 30, 2007, as compared to a $200,000
net realized loss on investments for the three months ended June
30, 2006.  

Net unrealized losses on investments were $124,109 for the three
months ended June 30, 2007, as compared to a net unrealized loss
on investments of $454,914 for the three months ended June 30,
2006.   

At June 30, 2007, the company's balance sheet showed $2.3 million
in total assets, $943,481 in total liabilities, and $1.4 million
in total stockholders' equity.

Full-text copies of the company's financial statements for the
quarter ended June 30, 2007, are available for free at:

               http://researcharchives.com/t/s?228f  

                       Going Concern Doubt

Larry O'Donnell, CPA P.C. expressed substantial doubt about
StarInvest Group 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.  Mr. O'Donnell reported that the
company has an accumulated deficit of $11,569,638 at Dec. 31,
2006.  Additionally, for the year ended Dec. 31, 2006, the company
used cash in operations of $1,022,907.

                     About StarInvest Group

Based in Midland, Texas, StarInvest Group Inc. fka Exus Global
Inc. -- http://www.starinvestgroup.com/-- is a business  
development company.  BDCs are publicly-traded, closed-end
investment companies regulated by the Investment Company Act of
1940.

StarInvest Group Inc. provides capital and other assistance to
start-up and micro companies.  As of June 30, 2007, the company
has invested approximately $2.1 milion in 10 portfolio companies.


TXU CORP: Board Urges Shareholders to Vote KKR Group Merger Offer
-----------------------------------------------------------------
The Strategic Transactions Committee of the TXU Corp. Board of
Directors has affirmed its recommendation that shareholders accept
a merger agreement with Texas Energy Future Holdings Limited
Partnership, an acquisition vehicle formed by a group of investors
led by Kohlberg Kravis Roberts & Co. and Texas Pacific Group.

The Annual Meeting of Shareholders is scheduled to be held on
Friday, Sept. 7, 2007.  Under the terms of the merger agreement
TXU Corp. shareholders will receive $69.25 in cash per share after
closing.

Prior to the initial inquiries from the investor group, management
had been working with the Board to refine its optimal Stand-Alone
Plan.

The Stand-Alone Plan consisted initially of a separation of Oncor
but transformed into a three way split to more fully separate the
generation and retail businesses in light of market, regulatory
and legislative challenges.  If the transaction is not completed,
TXU does not expect to continue as an integrated company.  The
Stand-Alone Plan contemplated a reduction in the number of new
coal units and a price cut for North Texas retail customers.

In parallel to developing this Plan, the Board evaluated the
investor group offer relative to managements Stand-Alone Plan and
other strategic options and decided in February that the investor
group offer maximized value for TXU shareholders.

   * the offer of $69.25 per share represented best value to
     shareholders;

   * as of Aug. 9, 2007 , the market would imply that the premium
     is approximately 25%, the same as at the time of announcement
     in February 2007;

   * the offer maximizes value to shareholders and is superior to
     any alternative the Board considered, including high
     performance execution of the alternative Stand-Alone Plan;

   * current state of debt and equity markets make alternative
     transaction could reduce the value of TXUs Stand-Alone Plan;

   * the offer minimized risk to existing shareholders;

   * merger agreement transferred significant closing legislative
     and regulatory risk to the investor group;

   * strong financing commitments from lenders were made to the
     investor group;

   * the approval of Public Utility Commission of Texas for any
     future transactions involving Oncor Electric Delivery, a
     TXU regulated subsidiary, reduces the likelihood of
     future premium;

   * the offer was evaluated by objective and independent parties
     such as Credit Suisse and Lazard; and

   * no agreements have been struck with management regarding
     future employment under new ownership.

                         About TXU Corp.
               
Headquartered in Dallas, Texas, TXU Corp. (NYSE: TXU) --
http://www.txucorp.com/-- is an energy holding company that  
manages a portfolio of competitive and regulated energy
subsidiaries, primarily in Texas , including TXU Energy, Luminant,
and Oncor.  TXU Energy provides electricity and related services
to 2.1 million electricity customers in Texas .  Luminant has over
18,300 MW of generation in Texas , including 2,300 MW of nuclear
and 5,800 MW of coal-fueled generation capacity.  Oncor operates a
distribution and transmission system in Texas , providing power to
three million electric delivery points over more than 101,000
miles of distribution and 14,000 miles of transmission lines.

                         *     *     *

As reported in the Troubled Company Reporter on March 29, 2007 ,
the proposed acquisition of TXU Corp. by a consortium of private
equity investors will likely lead to a period of aggressive
financing that could make TXU a deeply speculative-grade rated
company, Moody's Investors Service says in a new report exploring
the proposed transaction's credit implications.  Currently, only
TXU's senior unsecured debt, at Ba1, is rated non-investment
grade.


UVUMOBILE INC: June 30 Balance Sheet Upside-Down by $3 Million
--------------------------------------------------------------
uVuMobile Inc.'s consolidated balance sheet at June 30, 2007,
showed $2.7 million in total assets and $5.7 million in total
liabilities, resulting in a $3.0 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $995,786 in total current assets
available to pay $5.2 million in total current liabilities.

The company reported a net loss of $3.1 million for the second
quarter ended June 30, 2007, compared with a net loss of
$6.2 million for the comparable period in 2006.

Revenues for the three month period ended June 30, 2007,  
increased to $278,169 for the three months ended June 30, 2007, as
compared to $166,432 for the same period in 2006.  

The decrease in net loss is mainly attributable to a decrease in
total operating expenses.

Broadcast rights expense for the three months ended June 30, 2007,
were $55,034 as compared to $630,311 for the same period in 2006.
This change is attributable to the company's decision to change
its focus to a subscription based model delivering mobile
entertainment services direct to the consumer.

As a result of the decision to change its focus to a subscription
based model, the company incurred an impairment charge in June
2007 against broadcast rights assets of approximately $733,000.

Compensation and benefits expenses decreased by approximately
$156,000 for the three months ended June 30, 2007, as compared to
the same period in 2006.

Consulting and professional fees decreased by approximately
$1.2 million for the three months ended June 30, 2007, as compared
to the same period in 2006.  

For the three months ended June 30, 2007, the company recorded
approximately $707,000, as compared to $1.4 million for the three
months ended June 30, 2006, in non-cash, stock-based compensation
expense.  

Selling, general and administrative costs decreased approximately
$375,000 for the three months ended June 30, 2007, when compared
to the same period in 2006.  

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?228a

                       Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Florida, expressed substantial
doubt about Smart Video Technologies Inc. nka. uVuMobile 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, net cash used in
operations, net working capital deficit, stockholders' deficit and
accumulated deficit.

As of and for the six months ended June 30, 2007, the company had
an accumulated deficit of $71.4 million, a consolidated net loss
of $6.9 million and consolidated net cash flows used in operations
of $3.8 million.

                       About uVuMobile Inc.

Headquartered in Duluth, Georgia, uVuMobile Inc. (OTC BB: UVUM.OB)
fka. SmartVideo Technologies Inc. is a provider of video content
distribution services and technology.


WHOLE FOODS: Extends Wild Oats Tender Offer Until August 20
-----------------------------------------------------------
Whole Foods Market Inc. extended, until 5:00 p.m., Eastern time,
on Monday, Aug. 20, 2007, the expiration date for its tender offer
to purchase outstanding shares of Wild Oats Markets Inc.

As of the close of business on Aug. 15, 2007, a total of
20,769,895 shares of common stock of Wild Oats, which represent
approximately 69.4% 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.


WHOLE FOODS: Court Denies FTC's Request for Preliminary Injunction
------------------------------------------------------------------
The U.S. District Court for the District of Columbia has denied
the Federal Trade Commission's request for a preliminary
injunction related to the proposed merger between Whole Foods
Market Inc. and Wild Oats Markets Inc.

"The District Court's ruling affirms our belief that a merger
between Whole Foods and Wild Oats is a winning scenario for all
stakeholders," John Mackey, Chairman, CEO, and co-founder of Whole
Foods Market, said.  "We believe the synergies gained from this
combination will create long term value for customers, vendors,
and shareholders as well as exciting opportunities for team
members."

The FTC may choose to appeal the District Court's ruling and may
seek a stay from either the District Court or the U.S. Court of
Appeals for the District of Columbia Circuit to preclude the
closing of the merger pending the FTC's appeal to the U.S. Court
of Appeals for the District of Columbia Circuit.

Whole Foods Market and Wild Oats Markets have agreed with the FTC
to not close the merger prior to noon, Eastern time, on Monday,
Aug. 20, 2007.  Absent a stay pending appeal, the companies may
close the transaction at any point after noon, Eastern time, on
Monday, August 20, 2007.

"We are very pleased with the court's ruling and always had
confidence that, once presented with the facts, the judge would
rule in favor of this merger," Gregory Mays, Chairman and CEO of
Wild Oats Markets, said.  "We continue to believe this merger is
in the best interest of our stakeholders, as it will mean
significant career opportunities for our store associates, capital
investment in our stores to enhance the shopping experience for
our customers, and value-creation for our shareholders.  We look
forward to closing the transaction."

As reported in the Troubled Company Reporter on Feb. 23, 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.

As previously reported, the FTC 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.

Whole Foods Market recently extended the expiration date for its
tender offer to purchase outstanding shares of common stock of
Wild Oats to 5:00 p.m., Eastern time, on Aug. 20, 2007.

Whole Foods Market plans to transfer all 35 Henry's and Sun
Harvest store locations, and a Riverside, California distribution
center to a wholly owned subsidiary of Smart & Final Inc., a Los
Angeles-based food retailer, subject to Whole Foods Market
prevailing in the current lawsuit with the U.S. Federal Trade
Commission concerning Whole Foods Market's merger with Wild Oats
Markets and the actual closing of that merger.  The Henry's and
Sun Harvest stores are located in California and Texas.

                     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.


* Moody's Reviews 41 Certificate Ratings Issued by First Franklin
-----------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade
three certificates, and for possible downgrade 41 certificates,
issued by First Franklin Mortgage Loan Trust.  

The actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

The collateral backing each deal placed on review consists
primarily of first-lien, subprime fixed and adjustable rate
mortgage loans except for the 2002-FFA transaction which is backed
by closed-end second mortgage loans.  The transactions have pool
factors between 3.5% and 10.6%.

Complete rating actions are:

Issuer: First Franklin Mortgage Loan Trust 2001-FF2, Asset-Backed
        Certificates, Series 2001-FF2

-- Cl. M-1, Placed on Review for Possible Downgrade, currently
    Aa2

-- Cl. M-2, Placed on Review for Possible Downgrade, currently
    Ba3

-- Cl. M-3, Placed on Review for Possible Downgrade, currently Ca

Issuer: First Franklin Mortgage Loan Trust 2002-FFA

-- Cl. M-1, Placed on Review for Possible Downgrade, currently
    Aa1

-- Cl. M-2, Placed on Review for Possible Downgrade, currently A2

-- Cl. M-3, Placed on Review for Possible Downgrade, currently
    Baa2

Issuer: First Franklin Mortgage Loan Trust 2003-FF4

-- Cl. M-2, Placed on Review for Possible Downgrade, currently A2

-- Cl. M-3, Placed on Review for Possible Downgrade, currently A3

-- Cl. M-4, Placed on Review for Possible Downgrade, currently
    Ba1

-- Cl. M-5, Placed on Review for Possible Downgrade, currently
    Ba2

-- Cl. M-6, Placed on Review for Possible Downgrade, currently
    Ba3

Issuer: First Franklin Mortgage Loan Trust 2003-FF5

-- Cl. M-5, Placed on Review for Possible Downgrade, currently
    Baa2

-- Cl. M-6, Placed on Review for Possible Downgrade, currently
    Baa3

Issuer: First Franklin Mortgage Loan Trust 2003-FFH2

-- Cl. M-2, Placed on Review for Possible Downgrade, currently A2

-- Cl. M-3, Placed on Review for Possible Downgrade, currently A3

-- Cl. M-4, Placed on Review for Possible Downgrade, currently
    Baa3

-- Cl. M-5, Placed on Review for Possible Downgrade, currently B2

-- Cl. M-6, Placed on Review for Possible Downgrade, currently
    Caa3

Issuer: First Franklin Mortgage Loan Trust 2004-FF2

-- Cl. M-1, Placed on Review for Possible Upgrade, currently Aa1
-- Cl. M-2, Placed on Review for Possible Upgrade, currently Aa2
-- Cl. M-3, Placed on Review for Possible Upgrade, currently Aa3

Issuer: First Franklin Mortgage Loan Trust 2004-FF3

-- Cl. B-1, Placed on Review for Possible Downgrade, currently
    Baa2

-- Cl. B-2, Placed on Review for Possible Downgrade, currently
    Baa3

-- Cl. B-3, Placed on Review for Possible Downgrade, currently   
    Ba1

Issuer: First Franklin Mortgage Loan Trust 2004-FF4

-- Cl. B-3, Placed on Review for Possible Downgrade, currently
    Baa3

Issuer: First Franklin Mortgage Loan Trust 2004-FF6

-- Cl. B-3, Placed on Review for Possible Downgrade, currently
    Baa3

-- Cl. B-4, Placed on Review for Possible Downgrade, currently
    Ba1

Issuer: First Franklin Mortgage Loan Trust 2004-FFH1

-- Cl. M-5, Placed on Review for Possible Downgrade, currently A2

Issuer: First Franklin Mortgage Loan Trust 2004-FFH2

-- Cl. M-7, Placed on Review for Possible Downgrade, currently
    Baa1

-- Cl. M-8, Placed on Review for Possible Downgrade, currently
    Baa2

-- Cl. M-9, Placed on Review for Possible Downgrade, currently
    Baa3

-- Cl. B-1, Placed on Review for Possible Downgrade, currently B2

-- Cl. B-2, Placed on Review for Possible Downgrade, currently
    Caa1

Issuer: First Franklin Mortgage Loan Trust 2004-FFH3

-- Cl. M-7, Placed on Review for Possible Downgrade, currently
    Baa1

-- Cl. M-8, Placed on Review for Possible Downgrade, currently
    Baa2

-- Cl. M-9, Placed on Review for Possible Downgrade, currently
    Baa3

-- Cl. B-1, Placed on Review for Possible Downgrade, currently
    Ba1

-- Cl. B-2, Placed on Review for Possible Downgrade, currently B3

Issuer: First Franklin Mortgage Loan Trust 2004-FFH4

-- Cl. M-8, Placed on Review for Possible Downgrade, currently A3

-- Cl. M-9, Placed on Review for Possible Downgrade, currently
    Baa1

-- Cl. M-10, Placed on Review for Possible Downgrade, currently
    Baa2

-- Cl. M-11, Placed on Review for Possible Downgrade, currently
    Baa3

-- Cl. B-1, Placed on Review for Possible Downgrade, currently
    Ba1

-- Cl. B-2, Placed on Review for Possible Downgrade, currently B1


* BOOK REVIEW: How to Measure Managerial Performance
----------------------------------------------------
Author:     Richard S. Sloma
Publisher:  Beard Books
Paperback:  272 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122646/internetbankrupt

How to Measure Managerial Performance by Richard S. Sloma is a
valuable reference tool.  This practical handbook provides new
insights into enterprising management techniques.

This book is a compendium of principles and techniques to improve
and measure managerial performance in a number of areas important
to the successful operation of a business.

Rigorous application of the concepts of this instructive book will
enable an organization to perform at several levels higher in
efficiency and effectiveness.

                             *********

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.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***