TCR_Public/070829.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 27, 2007, Vol. 11, No. 202

                             Headlines



ACCREDITED HOME: Discloses Strategic Restructuring Plans
ACCREDITED HOME: CFO John Buchanan to Resign Effective Aug. 31
AEGIS ASSET: S&P Junks Rating on Class B7 Certificates
AI HOLDINGS: Voluntary Chapter 11 Case Summary
AIRPORT EXECUTIVE: Case Summary & 15 Largest Unsecured Creditors

ALERIS INT'L: $1 Billion Exchange Offer of Senior Notes Expires
AMORTIZING RESIDENTIAL: Poor Credit Cues S&P to Lower Ratings
ANWORTH MORTGAGE: Unit Gets Default Notice from Two Lenders
ASSET BACKED: Moody's Junks Rating on Class M-4 Certificates
AUSTIN HOUSING: Moody's Holds B3 Rating on S. 1998A Revenue Bonds

AUSTIN HOUSING: Moody's Holds B1 Rating on S. 1999A Revenue Bonds
BALLY TOTAL: Court Approves Two Pacts with Harbinger, et al.
BALLY TOTAL: $292,000,000 Morgan Stanley DIP Loan Gets Final OK
BALLY TOTAL: Court Gives Final Okay on Cash Collateral Use
BNC MORTGAGE: Operations to be Shut Down by Lehman Brothers

BOSTON SCIENTIFIC: Prepays $1B Term Loan Under Amended Credit Pact
C-BASS MORTGAGE: S&P Lowers Ratings and Removes Negative Watch
CAPITAL AUTO: S&P Rates $15.023 Million Class D Notes at BB
CDC MORTGAGE: Moody's Junks Ratings on Two Certificate Classes
CENTEX HOME: Moody's Puts "Ba3" Class B Cert. Rating Under Review

CHALLENGER POWERBOATS: Has $21MM Shareholders' Deficit at June 30
CHAPARRAL STEEL: Completes Merger Deal with Gerdau Ameristeel
CHL MORTGAGE: Moody's Puts Ba2 Class B-3 Cert. Rating Under Review
CII CARBON: Moody's Withdraws "B1" Corporate Family Rating
COUDERT BROS: Wants to Solicit Plan Acceptances Until Jan. 2008

CROSSWINDS AT ARROYO: Voluntary Chapter 11 Case Summary
CRYSTAL SPRINGS: Voluntary Chapter 11 Case Summary
CURRIE TECHNOLOGIES: Section 341(a) Meeting Set for Tomorrow
CURRIE TECHNOLOGIES: Files Schedules of Assets and Liabilities
DEBT RESOLVE: June 30 Balance Sheet Upside-Down by $159,607

DELTA AIR: Former Northwest Exec. Richard Anderson Named as CEO
DISCOVERY CAPITAL: Shareholders Approve Plan of Liquidation
DOBSON COMM: To Redeem Shares of S. F Convertible Preferred Stock
EARTH BIOFUELS: Posts $34.7 Million Net Loss in Qtr. Ended June 30
EASTCOAST GENERAL: Voluntary Chapter 11 Case Summary

ENHANCED MORTGAGE: Moody's Reviews B2 Rating on Class A-3 Certs.
ETHOS ENVIRONMENTAL: Inks Pact Selling Calif. Property for $7.8MM
ETHOS ENV'TAL: Posts $6.8MM Net Loss in Year Ended June 30, 2007
FEDDERS CORP: Obtains Court Approval on $79 Million DIP Financing
FIRST MAGNUS: Wants to Hire Greenberg Traurig as Counsel

FIRST MAGNUS: U.S. Trustee Sets Section 341 Meeting on Oct. 11
FRIENDLY ICE: Extends Tender Offer Period for 8-3/8% Notes
GAP INC: Authorizes Additional $1.5 Billion Share Repurchase
GAP INC: Net Earnings Increases 19% to $152 Million in Second Qtr.
GE COMMERCIAL: Loan Defeasance Cues S&P to Lift Low-B Ratings

GENERAL DATACOMM: Unit Gets $4.5 Million Fund from Atlas Partners
GERDAU AMERISTEEL: Chaparral Steel Merger Waiting Period Expires
GLOBAL PAYMENT: Posts $1.6 Million Net Loss in Qtr. Ended June 30
GSC ABS: Fitch Assigns Low-B Ratings on Three Note Classes
GSC ABS: Fitch Junks Ratings on Two Note Classes

HAWAIIAN TELCOM: Operational Difficulties Cue S&P's Neg. Outlook
INTERDENT INC: Liquidity Concerns Cue S&P to Cut Rating to "B-"
ION MEDIA: Recapitalization Cuts Obligations by $187 Million
J.P. MORGAN: Moody's Rates $41 Mil. Class L Certificates at Ba1
JP MORGAN: S&P Affirms Low-B Ratings on Six Certificate Classes

KARA HOMES: Court Moves Exclusive Solicitation Period to Oct. 9
LANDRY'S RESTAURANT: S&P Retains Developing Watch on "CCC" Rating
LEVI STRAUSS: Fitch Lifts Issuer Default Rating to BB- from B
LKH ASSETS: Voluntary Chapter 11 Case Summary
MARSHALL HOLDINGS: Earns $355,896 in Second Quarter Ended June 30

MASTR ASSET: Moody's Cuts Ratings on Two Cert. Classes to Low-B
MGM MIRAGE: Names Jim Murren as Pres. & Chief Operating Officer
MGM MIRAGE: Moody's Holds "Ba2" Corporate Family Rating
MORGAN STANLEY: Fitch Rates $7.701MM Class L Certificates at BB-
MOVIE GALLERY: Receives Two Nasdaq Non-Compliance Letters

MOVIE GALLERY: Pays-in-Kind 100% of Loans' Interest
NAAC REPERFORMING: Moody's Junks Ratings on Two Cert. Classes
NANO SUPERLATTICE: Posts $252,594 Net Loss in Qtr. Ended June 30
NCO GROUP: Completes $165 Mil. and $200 Mil. Offers of Sr. Notes
NELLSON NUTRACEUTICAL: Court Okays Sale to First-Lien Creditors

NEW CENTURY: Moody's Junks Rating on S. 2002-NC5, Cl. B-2 Loans
NEWTON WHITE: Case Summary & 12 Largest Unsecured Creditors
OEM/ERIE: Involuntary Chapter 11 Case Summary
PETSMART INC: Share Repurchase Program Cues Moody's Stable Outlook
PHYSICIANS & SURGEONS: Voluntary Chapter 11 Case Summary

PITTSBURGH BREWING: Buyer Expects Sale To Close This Week
POWDER COATING: Case Summary & 20 Largest Unsecured Creditors
ROBERT HORNE: Case Summary & Four Largest Unsecured Creditors
ROCKFORD PRODUCTS: Files Schedules of Assets and Liabilities
ROCKFORD PRODUCTS: Wants to Employ BMC Group as Claims Agent

SCOTTS COVE: Voluntary Chapter 11 Case Summary
SECURITY WITH: Posts $5.3 Million Net Loss in Qtr. Ended June 30
SPATIALIGHT INC: Common Shares Trading Commenced on Aug. 24
STANDARD DRILLING: Posts $966,083 Net Loss in Qtr. Ended June 30
STRUCTURED ASSET: S&P Lowers Ratings on Class A and B Units

STRUCTURED ASSET: S&P Junks Ratings on 10 Certificate Classes
STUART COOPER: Case Summary & 20 Largest Unsecured Creditors
SURF 2003: Credit Support Erosion Cues Moody's Ratings Review
TEGRANT CORPORATION: Moody's Places Corporate Family Rating at B3
TERWIN MORTGAGE: Moody's Junks Rating on Class 1-B-4 Certificates

THISTLE MINING: Names John Bredenhann as Chief Executive Officer
THORNBURG MORTGAGE: Sells $20.5 Billion of Mortgage Portfolio
TIDELANDS OIL: Posts $3.7 Million Net Loss in Qtr. Ended June 30
TRANSDIGM INC: Completes $300 Mil. Offer of 7-3/4% Senior Notes
TRANSLAND FINANCIAL: Involuntary Chapter 11 Case Summary

TRINITY CHURCH: Case Summary & 12 Largest Unsecured Creditors
US INVESTIGATIONS: Highly Leveraged Capital Cues S&P to Cut Rating
VOIP INC: Posts $11.9 Million Net Loss in Quarter Ended June 30
WHOLE FOODS: Court Junks FTC's Motion, Wild Oats Merger to Proceed
XERIUM TECHNOLOGIES: Completes Restatement of Financial Reports

* Fitch to Incorporate Enhancements to Existing MI Capital Model
* Seyfarth Shaw Transfers to New York Times Building

* BOND PRICING: For the Week of August 20 -- August 25, 2007



                             *********

ACCREDITED HOME: Discloses Strategic Restructuring Plans
--------------------------------------------------------
Accredited Home Lenders Holding Co. disclosed on Aug. 22, 2007,
that it will take several steps to restructure the company's
overall operations in response to the ongoing turmoil in the non-
prime mortgage industry.

The company will implement these changes to its loan origination
and settlement services platforms:

    * Substantially all of the retail lending business consisting
      of 60 retail branch locations and 5 centralized retail
      support locations will be effectively closed as of Sept. 5,
      2007, impacting approximately 480 positions nationwide.
      Accredited will continue to operate its San Diego-based
      customer retention unit that assists the company's loan
      servicing customers.

    * Five of the company's ten wholesale divisions will be
      substantially closed effective Sept. 5, 2007.  These
      closures, combined with reductions in staff at the remaining
      five divisions, will reduce the wholesale workforce by
      approximately 490 positions, leaving approximately 340
      employees in the wholesale operation.

    * Effective immediately, no new U.S. loan applications will be
      accepted, although the company will honor existing
      commitments.  Accredited intends to resume wholesale loan
      originations based upon improvement in market conditions.

    * The company's settlement and insurance services division,
      Inzura Settlement Services, which provides appraisal, title
      insurance and other settlement services, will be
      substantially reduced.

    * Headquarters staff in San Diego will be significantly
      reduced to approximately 220 people from its current
      workforce of approximately 400.

After completion of the restructuring, the company expects that
the total workforce, including Canada, will be approximately 1,000
employees, down from the previously announced 2,600 employees as
of June 30, 2007.

James A. Konrath, chairman and chief executive officer, commented,
"These difficult decisions were made out of necessity in light of
the continued and widely publicized turbulence in the mortgage and
financial markets, but with a heavy heart.  Many of the people who
are affected by these decisions have been productive, dedicated,
and loyal colleagues for many years.  We will miss them and the
enthusiasm and creativity that they brought to their jobs every
day at Accredited."

The company reported that neither its Canadian operations nor its
servicing platform for its loan portfolio of $8.4 billion as of
June 30, 2007 will be affected by the restructuring.

Mr. Konrath added, "Accredited's delinquency and loss numbers have
historically been among the best in the industry.  Even though our
servicing ratings have been downgraded over liquidity concerns in
recent months, we intend to maintain the quality of our servicing
operations and expect to continue providing the highest level of
loan servicing for our bond investors."

With this restructuring and the recently announced trade of
approximately $1 billion of the company's loan inventory with a
right to repurchase, Accredited believes that the cash flows from
the company's securitized loans, servicing income and other income
will enable the company to maintain its downsized operations until
market conditions improve and the Company can resume loan
origination operations.

The company expects to maintain its three existing warehouse
credit facilities with a total capacity of $1.6 billion for U.S.
loan originations and $150 million Canadian for Canada loan
originations.  The trade of loans substantially reduces the
outstanding borrowings under the Company's warehouse credit
facilities, as well as the company's exposure to margin calls by
the warehouse lenders.

Mr. Konrath added, "We believe that the streamlining of our
operations and significant curtailment of new loan originations
are required to preserve liquidity during the current and
anticipated market conditions, and are also designed to position
Accredited to compete in the mortgage market when it functions
more rationally.  We will closely monitor the market in order to
be responsive to changes in the future."

                     About Accredited Home

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


ACCREDITED HOME: CFO John Buchanan to Resign Effective Aug. 31
--------------------------------------------------------------
Accredited Home Lenders Holding Co. disclosed in a regulatory
filing with the U.S. Securities and Exchange Commission that as
part of its company-wide restructuring, Chief Financial Officer
John S. Buchanan will be resigning from the company effective
Aug. 31, 2007.

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


AEGIS ASSET: S&P Junks Rating on Class B7 Certificates
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class B6
from Aegis Asset Backed Securities Trust Mortgage Pass Through
Certificates Series 2005-4 to 'B' from 'BB+'.  At the same time,
S&P lowered its rating on class B7 to 'CCC' from 'BB' and removed
it from CreditWatch, where it was placed with negative
implications on May 24, 2007.
     
The lowered ratings reflect a rapid deterioration of credit
support caused by recent monthly net losses that have exceeded
monthly excess interest.  As of the July 2007 remittance period,
these severe losses had reduced overcollateralization to $751,490.  
During the February 2007 remittance period, O/C was at its target
of $5.50 million, but has declined by $4.75 million since that
time.  Cumulative losses are approximately
$15.04 million, or 1.50% of the original pool balance, while
serious delinquencies (90-plus days, foreclosures, and REOs)total
$97.20 million, or 17.04% of the current principal balance.  The
pool factor for this deal is 57.09% of the original principal
balance.
     
S&P removed the rating on class B7 from CreditWatch negative
because S&P lowered it to 'CCC'.  According to Standard & Poor's
surveillance practices, ratings lower than 'B-' on classes of
certificates or notes from RMBS transactions are not eligible to
be on CreditWatch negative.
     
The initial deal composition included subprime home equity loans
consisting of conventional, first- and second-lien, adjustable-
and fixed-rate, fully amortizing and balloon residential mortgage
loans.


AI HOLDINGS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: AI Holdings LLC
        853 Broadway, Suite 1120
        New York, NY 10003

Bankruptcy Case No.: 07-12692

Chapter 11 Petition Date: August 23, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Jennifer Lauren Saffer, Esq.
                  J.L. Saffer, P.C.
                  20 Vesey Street, 7th Floor
                  New York, NY 10007
                  Tel: (212) 608-6968
                  Fax: (212) 608-1878

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


AIRPORT EXECUTIVE: Case Summary & 15 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Airport Executive Commerce Park, LLC
        7330 Northwest 12th Street
        Suite 101
        Miami, FL 33126

Bankruptcy Case No.: 07-16691

Chapter 11 Petition Date: August 21, 2007

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Steven J. Solomon, Esq.
                  Robert A. Schatzman, Esq.
                  Adorno & Yoss LLP
                  2525 Ponce De Leon Boulevard, Suite 400
                  Coral Gables, FL 33134
                  Tel: (305) 460-1020
                  Fax: (305) 460-1422

Total Assets: $10,000,252

Total Debts:   $7,593,239

Debtor's List of its 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Alfredo Carbonell              General Contracting        $150,000
1255 Southwest 129 Court
Suite 04
Miami, FL 33186

Eagle Enterprises Roofing      Services                    $46,085
P.O. Box 835057
Miami, FL 33283

Ceballos, Inc.                 Services                    $27,520
2801 Southwest 114th Street
Miami, FL 33136

Certified Home Loan            Advanced to Debtor          $15,000

Iberia Electrical Corp.        Services                    $15,000

Barreiro Concrete              Services                    $14,623

Amaralto Concrete & Pump       Services                    $12,382

World Waste Services           Services                     $4,668

Everglades Lumber              Services                     $3,462

United Rentals                 Services                     $2,968

The Home Depot                 Services                     $2,927

Stock Building Supply          Services                       $726

United Site Services           Services                       $466

South-Green Scaffolds          Services                       $361

C&C Concrete Pumping           Services                       $252


ALERIS INT'L: $1 Billion Exchange Offer of Senior Notes Expires
---------------------------------------------------------------
Aleris International Inc.'s offer to exchange up to $600 million
aggregate principal amount of its 9%/9-3/4% Senior Notes due 2014,
and up to $400 million aggregate principal amount of its 10%
Senior Subordinated Notes due 2016 for an equal aggregate
principal amount of 9%/9-3/4% Senior Notes due 2014 and 10% Senior
Subordinated Notes due 2016 that have been registered under the
Securities Act of 1933, as amended, has expired.

The exchange offer expired at 12:00 a.m., Eastern Time, on
Aug. 23, 2007.  As of that time, all $600 million in aggregate
principal amount of the 9%/9-3/4% Senior Notes due 2014 and
$400 million in aggregate principal amount of the 10% Senior
Subordinated Notes due 2016 had been tendered in the exchange
offer.

Aleris International will issue certificates for the registered
9%/9-3/4% Senior Notes due 2014 and 10% Senior Subordinated
Notes due 2016 as soon as practicable.
    
Headquartered in Beachwood, Ohio, Aleris International Inc.
(NYSE: ARS) -- http://www.aleris.com/-- manufactures rolled
aluminum products and offers aluminum recycling and the production
of specification alloys.  The company also manufactures value-
added zinc products that include zinc oxide, zinc dust and zinc
metal.  The company operates 50 production facilities in North
America, Europe, South America and Asia, and has approximately
8,500 employees.

                          *    *    *

Standard & Poor's assigned Aleris International Inc. a B+ senior
secured first-lien term loan rating and gave the company a '2'
recovery rating after the report that the company increased
the term loan by $125 million.  With the add-on, the total amount
of the facility is now $1.23 billion.


AMORTIZING RESIDENTIAL: Poor Credit Cues S&P to Lower Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the class
M3 mortgage pass-through certificates from Amortizing Residential
Collateral Trust's series 2002-BC6 to 'BB' from 'BBB'.  At the
same time, S&P lowered its rating on class B to 'B' from 'BBB-'
and removed it from CreditWatch, where it was placed with negative
implications on Nov. 22, 2006.
     
The lowered ratings reflect a deterioration of credit support
caused by recent monthly net losses that have outpaced monthly
excess interest.  Overcollateralization, excess spread, and
subordination provide credit enhancement for this transaction.  
Over the past three months, average losses have increased to
$508,063, compared with the six- and 12-month averages of
approximately $378,650 and $385,309, respectively.  Comparatively,
average excess interest has totaled approximately $242,185 for the
past three months.
     
O/C is currently below its target of $3.43 million by
$1.17 million.  As of July 25, 2007, cumulative losses amounted to
$24.82 million, or 2.03% of the original principal balance.  
Serious delinquencies (90-plus days, foreclosures, and REOs) are
28.97% of the current principal balance, and this deal has paid
down to 6.09% of its original principal balance.
     
The collateral initially consisted of subprime adjustable-rate
mortgage loans (78.20%) and fixed-rate mortgage loans (21.80%)
secured by conventional first and second liens on one- to four-
family properties.


ANWORTH MORTGAGE: Unit Gets Default Notice from Two Lenders
-----------------------------------------------------------
Anworth Mortgage Asset Corporation's wholly owned subsidiary,
Belvedere Trust Mortgage Corporation, has received a notice of
default from two of its repurchase agreement lenders.

Belvedere Trust has received additional, substantial margin
requests from several of its repurchase agreement lenders, and
will continue to explore all of its alternatives with respect to
its sudden liquidity issues.  

It is likely that a substantial amount of Belvedere Trust's
portfolio of MBS may need to be sold in an effort to satisfy the
requests of its lenders.  

Given the substantial uncertainty in the secondary market for
securities similar to those owned by Belvedere Trust, it is likely
that any sale prices for its securities may be below their
estimated fair value as of June 30, 2007.

Anworth's exposure to its Belvedere Trust subsidiary consists of
its initial investment of $100 million, $83 million net of the
Accumulated Other Comprehensive Loss at June 30, 2007, and
intercompany loans that total $42.8 million to date.

Anworth does not expect its intercompany loan balance to increase
substantially in the near future.

Anworth is not a counterparty to Belvedere Trust's repurchase
agreement borrowings and has not provided any guarantee with
respect to those borrowings.

Anworth continues to hold balance of Agency MBS which are not
pledged to counterparties relative to its outstanding repurchase
agreement borrowings.  These unpledged assets provide a source of
liquidity relative to Anworth's financing secured by its Agency
MBS if necessary.

Headquartered in Santa Monica, California, Anworth Mortgage Asset
Corporation (NYSE:ANH) -- http://www.anworth.com/is a mortgage  
real estate investment trust which invests in mortgage assets,
including mortgage pass-through certificates, collateralized
mortgage obligations, mortgage loans and other real estate
securities.   Anworth generates income for distribution to
shareholders primarily based on the difference between the yield
on its mortgage assets and the cost of its borrowings.  Through
its subsidiary, Belvedere Trust Mortgage Corporation, Anworth also
invests in high quality jumbo adjustable-rate mortgages and
finances these loans though securitizations.


ASSET BACKED: Moody's Junks Rating on Class M-4 Certificates
------------------------------------------------------------
Moody's Investors Service downgraded thirteen classes issued by
Asset Backed Securities Corporation Home Equity Loan Trust in 2003
and 2004.  The underlying assets in each transaction consist of
fixed- and adjustable-rate, subprime residential mortgage loans.

The classes being downgraded from each transaction issued in 2003
have experienced deterioration of credit enhancement due to a
combination of step-down and back-ended losses.  The downgraded
tranches from the 2004-HE4 transaction have experienced a
sustained rapid pace of losses stemming at least in part from high
loss severities on liquidated collateral.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2003-HE1

-- Class M-3; Downgraded to B3, previously Baa2,
-- Class M-4; Downgraded to Ca, previously Caa2.

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2003-HE2

-- Class M-5; Downgraded to Ba2, previously Baa3.

Issuer: ABSC Home Equity Loan Trust, Series 2003-HE3

-- Class M-5; Downgraded to Ba2, previously Baa3.

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2003-HE4

-- Class M-5; Downgraded to Ba3, previously Baa3.

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2003-HE5

-- Class M-5; Downgraded to B3, previously Baa3.

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE4

-- Class M-4; Downgraded to A3, previously A1,
-- Class M-5; Downgraded to Baa3, previously A3,
-- Class M-6; Downgraded to Ba2, previously Baa1,
-- Class M-7; Downgraded to B1, previously Baa2,
-- Class M-8; Downgraded to Caa1, previously Ba2,
-- Class M-9; Downgraded to Ca, previously B1,
-- Class M-10; Downgraded to C, previously B3.


AUSTIN HOUSING: Moody's Holds B3 Rating on S. 1998A Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the B3 rating on Austin Housing
Finance Corporation Multifamily Housing Revenue Bonds (Rutland
Place Apartments Project), Series 1998A, of which $11,675,000
remain outstanding.

The taxable Series 1998B bonds have matured on Nov. 1, 2005 and no
longer carry Moody's rating.  The B3 rating affirmation is based
upon Moody's review of un-audited, 12-month operating report
ending June 30, 2007 and occupancy reports provided by the
property owner which demonstrates debt service coverage level of
1.08x (and 1x when we assume regularly scheduled deposits into the
Replacement and Repair Fund) and current physical occupancy around
94%.

This is an improvement from Moody's last review in December 2006
(0.98x) and also for the same time period ending June 30, 2006
(0.94x).  The negative outlook has also been affirmed at this time
due to length of time we anticipate that will be required to
replenish the Debt Service Reserve Fund and the Replacement and
Repair Fund, both currently well below levels required pursuant to
the transaction documents assuming the project is able to
stabilize in the coming years.

                          Legal Security

The bonds are limited obligations payable solely from the
revenues, receipts and security from the project.

                         Credit Strengths

Project has been generating positive cash flow over the past year,
which excess is being used to replenish the Debt Service Reserve
Fund and the Replacement and Repair Fund.

Physical occupancy shows sign of improvement over the past 12
months, currently at 95%.

Occupancy in the submarket is forecasted to remain stable in the
next two years at about 96%, while rent growth in the submarket is
forecasted to grow over the same period by about from 3.4% and
4.2% in 2007 and 2008.

                        Credit Challenges

Debt Service Reserve Fund remains underfunded by approximately
$816,000 of the total requirement of $917,000
(as of Nov. 30, 2006)

Very thin debt service coverage level of 1.08x (1x assuming
regularly scheduled deposits into the Replacement and Repair Fund
based on un-audited, 12-month operating statement, ending
June 30, 2007, but a notable improvement since same 12-month
period in 2006.

                    Recent Developments/Results

The debt service coverage level for 12 months ending June 30, 2007
(calculated from un-audited operating report) has improved to
1.08 x from 0.94x since same period last year.  This coverage does
not incorporate any deposits into the Replacement and Repair Fund
which has been inconsistent on a month-to-month basis.  The
project has been able to generate excess cash flows, which is
being used to replenish the Debt Service Reserve Fund and the
Replacement and Repair Fund.

Nevertheless, given the challenges that the project faced in the
recent past during which time it needed to rely on various surplus
funds to pay for operating, maintenance and repair and replacement
needs over the past three years as well as to pay debt service on
the bonds, both the Debt Service Reserve Fund and Replacement and
Repair fund remain underfunded; balances as of Nov. 30, 2006 are
about $101,000 and $39,000 respectively.  Property owner reports
that the major renovations (including repairs caused by March 2005
hail storm paid with insurance moneys) are complete and moving
forward will be repair expenses will be those related to
maintenance.

Rent levels increases at the project have been successful, with
current average rent for a two-bedroom/one-bathroom unit at $709
and for a one-bedroom/one-bathroom unit at $591.  Market data
provided by Torto Wheaton Research indicate that average rent in
first quarter of 2007 was $791 and $591 respectively, and average
rent for buildings constructed in the 1980's was $583.  Occupancy
at the project has been steadily improving since 2004 from the low
70's to current level of 94% in spite of strong competition,
particularly from those offering rent concessions.

In the project's submarket (North Central Austin), forecasted
occupancy for 2007 is 96%.  TWR also forecasts that occupancy in
the submarket will be stable in the next two years, estimating 95%
in 2008 and 2009.  Moody's believes that B3 rating for the bonds
is appropriate and reflects the thin debt service coverage and the
volatility the project has been experiencing which required taps
on reserves.
             
                            Outlook

The rating outlook for the bonds remains negative based upon the
underfunded reserve funds which will require the project to be
stable for some time to be fully replenished.

What could change the rating - Up

-- Fully funded reserves
-- Significant improvement in debt service coverage

What could change the rating - Down

-- Continued tapping Debt Serve Reserve Fund to pay bondholders
    or a default on the bonds.


AUSTIN HOUSING: Moody's Holds B1 Rating on S. 1999A Revenue Bonds
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 rating on Austin Housing
Finance Corporation Multifamily Housing Revenue Bonds (Stony
Creek/Princeton Apartments Project), Series 1999A, of which
$9,135,000 remain outstanding.  The taxable Series 1999B bonds
have matured on November 1, 2004 and no longer carry Moody's
rating.

The B1 rating is based upon Moody's review of un-audited,
12-month, consolidated operating report ending Sept. 30, 2007 and
occupancy reports for the two separate properties provided by the
property owner.  The unaudited information demonstrates a weakened
debt service coverage level of 0.89x (calculated based on Maximum
Annual Debt Service of $805,000 and assuming no deposit into the
Replacement and Repair Fund), which is a decline from 1.06x from
the same period in 2006, which decline we had also observed in
December 2006 when we downgraded the rating to B1 from Baa3.

Current physical occupancy at Stony Creek Apartments is 97% while
occupancy at Princeton Apartments 83%.  The outlook has been
revised to negative from stable given the properties' combined
weakened financial position.

Stony Creek is a 132-unit multifamily rental housing facility
constructed in 1982, located in the Southwest Austin submarket of
Texas.  Princeton Apartments is a 90-unit multifamily rental
housing facility constructed in 1965, and is located in the East
Austin submarket.  The bonds are secured by the revenues from
these two cross-collateralized properties.

                       Legal Security

The bonds are limited obligations payable solely from the
revenues, receipts and security from the project.

                      Credit Strengths

Nearly fully funded Debt Service Reserve Fund (about $800,000 as
of Nov. 30, 2006 of the $805,000 as required)

                      Credit Challenges

Thin debt service coverage level of 1x based on un-audited,
12-month operating statement, ending Sept. 30, 2006

Replacement and Reserve Fund is nearly depleted and likely will
not be replenished in the immediate future

                  Recent Developments/Results

The debt service coverage level for 12 months ending June 30, 2007
(calculated from un-audited operating report) is at 0.89x.  This
coverage does not incorporate any required deposits into the
Replacement and Repair Reserve Fund which if included, will reduce
the debt service coverage to 0.8x.  The coverage has represents a
decline from 1.06x, excluding any deposits in to the Replacement
and Repair Reserve Fund.  

Overall revenues have declined due to rent concessions necessary
for the Princeton Apartments to attract tenants.  Stony Creek
Apartments is performing better than Princeton Apartments, with
occupancy currently at 97% and has been generating positive cash
flow on a standalone basis, separate from Princeton Apartments.
Princeton Apartments, on the other hand, has experienced
significant declines in occupancy, generally in the low 80's since
our review in December.

The weakened financial position is attributable in part to
uncollectible rents from displaced tenants from Hurricane Katrina
in 2005 and construction on nearby streets that have limited
access to the property and also hurt curb appeal.  Princeton
Apartments wrote off about $11,400 in losses and the property
owner provided an additional $25,000 to make repairs to these
units.

Overall revenues declined by 2% in 2007 from 2006.  Operating
expenses on the other hand increased by 15% due to a 41% increase
in utility expenses and 31% increase in maintenance and repair;
administration expenses also increased by 31% from last year.  The
Replacement and Repair Reserve Fund remains underfunded and
Moody's does not anticipate the properties will replenish the
reserve fund or increase the level debt service coverage in the
near term.  However, the debt service reserve fund has remained
untapped to-date which provides a level of comfort in the
immediate future with the next debt service payment date scheduled
for Nov. 1, 2007.

Rent levels at the project have remained the same over the past
few years.  The average rent at Stony Creek is about $572 for a
one-bedroom unit and $749 for a two-bedroom unit, which are at
levels below the average rents for Southwest Austin as of the
first quarter of 2007, which are $730 and $925 respectively, as
provided by Torto Wheaton Research.  The average rent for
buildings constructed in the 1980's is $687.  Occupancy at Stony
Creek is currently at 97% which is inline with the level for
Southwest Austin.  The property has always had stronger occupancy
levels than Princeton Apartments.  Forecasted occupancy in 2008
and 2009 in this submarket is 95% for the next two years.

The average rent at Princeton Apartments is about $699 for a one-
bedroom unit and $849 for a two-bedroom unit, which are at levels
above the average rents for East Austin as of the first quarter of
2007, which are $569 and $734 respectively, as provided by Torto
Wheaton Research.  The average rent for buildings constructed in
the 1960's is $588.  Occupancy at Princeton Apartments has average
83% over the past eight months, most recently up to 98% for the
month of July.  Forecasted occupancy in 2008 and 2009 in this
submarket is 95% for the next two years.

                           Outlook

The outlook for the bonds has been revised to negative due to the
weakened financial position of the project.  However the debt
service reserve fund has remained untapped which is consistent
with the B1 rating.

What could change the rating - Up

-- Fully funded reserves
-- Significant improvement in debt service coverage

What could change the rating -Down

-- Further deterioration in the financial position due to low
    occupancy levels at Princeton

-- Any tap on the Debt Serve Reserve Fund to pay bondholders or a
    default on the bonds.


BALLY TOTAL: Court Approves Two Pacts with Harbinger, et al.
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
in Manhattan approved these two agreements Bally Total Fitness
Holding Corporation and its debtor-affiliates entered into with
Harbinger Capital Partners Master Fund I Ltd., Harbinger Capital
Partners Special Situations Fund L.P., Liberation Investments
L.P., and Liberation Investments Ltd.:

   (a) the Investment Agreement providing for Harbinger Capital
       Partners Master Fund I, Ltd. and Harbinger Capital
       Partners Special Situations Fund L.P.'s commitment to make
       a $233,600,000 equity investment in Bally Total Fitness
       Holding Corp.; and

   (b) the Restructuring Support Agreements among the parties,
       including holders of approximately 80% of the company's
       Senior Subordinated Notes and more than 55% of the
       company's Senior Notes, reflecting their commitment to
       implement the Harbinger-funded restructuring through the
       Modified First Amended Joint Prepackaged Plan on the
       same timetable as the company's original plan.

A full-text copy of the the Debtors' Restructuring Support
Agreement with Liberation Investments, L.P. and Liberation
Investments, Ltd., dated August 17, 2007, is available for free
at http://researcharchives.com/t/s?22ec

The Debtors and the Harbinger entities reached agreement on
Aug. 13, 2007, on the terms of a restructuring proposal.

The agreement is reflected in (i) a first amended joint
prepackaged Chapter 11 plan of Reorganization, (ii) an investment
agreement  with Harbinger Capital, and (iii) a new restructuring
support agreement with Harbinger Capital, Liberation Investments,
and certain "Consenting Subordinated Noteholders" including
Tennenbaum Capital Partners, LLC.

Pursuant to the Investment Agreement, Harbinger Capital will
acquire 100% of the New Common Stock of Reorganized Bally issued
on the effective date of the Plan in exchange for a purchase
price of approximately $233,600,000.  

Harbinger Capital will receive protections in the form of a
$10,000,000 Break-Up Fee and Expense Reimbursement capped at
$5,000,000 in the event that the Investment Agreement is
terminated and Bally consummates an alternative "Superior
Transaction".    

Harbinger Capital would also be entitled to Expense
Reimbursement, capped at either $3,000,000 or $5,000,000 if the
Investment Agreement is terminated on certain other specified
grounds, including, among others, an uncured material breach by
Bally of its covenants under the Investment Agreement or the New
Restructuring Support Agreement.

In the event that Harbinger Capital breaches its representations,
warranties or obligations under the Investment Agreement,  
Harbinger Capital will not be liable to the Debtors for any
punitive or consequential damages and in no event will Harbinger
Capital be liable for damages in excess of $50,000,000.

The Investment Agreement may be terminated:

   (a) by the mutual consent of the parties;

   (b) by Harbinger Capital if (i) Bally enters into an
       Alternative Transaction, (ii) the Board of Directors
       withdraws or changes its recommendation of the Agreement
       in a manner materially adverse to the Investors or
       recommends an Alternative, (iii) the Debtors withdraw the
       Modified Plan or if the Debtors seek to convert any of the
       Chapter 11 Cases to Chapter 7, (iv) the Effective Date of
       the Modified Plan has not occurred by September 30, 2007,
       (v) Bally breaches in any material respect its
       representations, warranties or covenants under the
       Investment Agreement, subject to its right to timely cure,
       (vi) the consummation of the transactions contemplated
       is prohibited by Law or by any judicial or governmental
       action, (vii) any Debtor breaches the New Restructuring
       Support Agreement in any material respect, subject to
       their right to timely cure, (viii) the Break-Up Fee or
       Expense Reimbursement is not approved by a Final Order of
       the Bankruptcy Court by September 3, 2007, or (ix) an
       event occurs that has a Material Adverse Effect and that
       cannot be cured by September 30, 2007; and

   (c) by Bally if (i) Harbinger Capital breaches the Investment
       Agreement or the New Restructuring Support Agreement,
       subject to their rights to timely cure, (ii) the Board
       of Directors determines that termination of the Investment
       Agreement is necessary in order for Bally to accept any
       Superior Transaction or the if the Bankruptcy Court on its
       own, (iii) the Effective Date of the Plan has not
       occurred by September 30, 2007, which date may be extended
       to October 15, 2007, if the Confirmation Order has been
       entered by the Bankruptcy Court on or prior to Sept. 30,
       2007, and the New Investors continue using commercially
       reasonable efforts to consummate the Modified Plan, or
       (iv) the consummation of the transactions contemplated is
       prohibited by Law or by any judicial or governmental
       action.

A full-text copy of the Investment Agreement is available for
free at http://researcharchives.com/t/s?227c

                  Restructuring Support Agreement

On June 15, 2007, the Debtors entered into a Restructuring
Support Agreement with the holders of a majority of the
Prepetition Senior Notes and holders of more than 80% of the
Prepetition Subordinated Notes.

Under the Restructuring Support Agreement, the Consenting
Subordinated Noteholders agreed, among other things, and subject
only to the conditions set forth in the Agreement, (i) to vote in
favor of the Original Plan, (ii) not to withdraw or revoke their
votes, (iii) not to object to the confirmation of the Original
Plan, and (iv) not to take any other action, including, without
limitation, initiating any legal proceeding that is inconsistent
with, or that would delay consummation of, the Original Plan.  
These undertakings by the Consenting Subordinated Noteholders
extend not just to the Original Plan but also to any
modifications that are not inconsistent with the terms of the
Original Plan.

A full-text copy of the New Restructuring Support Agreement is
available for free at http://researcharchives.com/t/s?227d

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  

No schedule has been set to date for an organizational meeting
that would create an Official Committee of Unsecured Creditors.
The Court recently held that the meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code will not be convened, and
is canceled, if the Debtors' Plan of Reorganization is confirmed
on or prior to October 16, 2007.  (Bally Total Fitness Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


BALLY TOTAL: $292,000,000 Morgan Stanley DIP Loan Gets Final OK
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
in Manhattan approved, on a final basis, Bally Total Fitness
Holding Corporation and its debtor-affiliates' request to
obtain secured postpetition financing for $292,000,000 from
Morgan Stanley Senior Funding Inc., comprised of:

    (i) a $50,000,000 Superpriority First Lien Revolving DIP
        Credit Facility, which includes a $40,000,000 letter of
        credit sub-facility; and

   (ii) a $242,000,000 Superpriority First Lien Term Loan.

The Debtors are authorized to obtain the DIP loans, pursuant to
the terms of the Final Order and subject to the terms of the DIP
loan documents.  The proceeds of the DIP Facility will be used to
pay in full all Prepetition Secured Obligations "that remain
outstanding as of the date of such payment."

Judge Lifland also authorized the Debtors to pay in full all
obligations under the Prepetition Credit Documents except for
letters of credit and swap obligations.

Upon the Debtors' full payment of the Prepetition Secured
Obligations, valid, enforceable and perfected first priority and
senior liens on, and security interests in, all of the Debtors'
Prepetition Collateral will be released, and of no further force
and effect.

The release resolves the dispute between the Prepetition Agent
and Prepetition Lenders on one hand, and the Debtors on the other
hand, as to the allowability of any claims that some or all of
the Prepetition Lenders may assert for payment of a prepayment
premium of the Prepetition Credit Facility.

Upon the closing of the DIP Facility -- which Closing was
expected to take place today -- the Debtors will remit to the
Pepetition Agent, to be held in an escrow account bearing
interest at a money market rate, equal to 1% of the prepetition
term loans held by (i) each Prepetition Lender who is not a DIP
Lender, and (ii) each Prepetition Lender who is a DIP Lender and
who has not delivered to the DIP Agent prior to close of business
on August 21, 2007, a written waiver of its Prepayment Premium
Claim.

The Debtors will file with the Court a written objection to the
allowance of the Prepayment Premium Claim on or before August 31,
2007.  Each Prepayment Premium Claimant have until September 12  
to submit its written response.

The Court will convene a hearing on the allowability of timely
filed Prepayment Premium Claims on September 17, 2007.

                           Fees Payable

The aggregate fees payable in connection with the DIP Credit
Agreement in addition to those described in the Debtors' DIP
Request are:

   (a) the Commitment Fee -- a fee equal to 0.75% of the total
       commitments payable to Morgan Stanley, which was paid
       prior to the filing of the Chapter 11 cases;
                                                    
   (b) the Closing Fee -- a fee equal to a maximum of 1.00% of
       the total commitments, assuming none of the lenders under
       the Debtors' prepetition loan agreement participate,
       payable to Morgan Stanley;
       
   (c) Annual Administration Fees for the revolving facility
       agent and term facility agent of $75,000 and $50,000; and
       
   (d) the Amendment Fee -- equal to $1,000,000 for permitting
       the DIP Credit Agreement to be converted into either the
       Exit Credit Agreement or the Alternative Exit Credit
       Agreement, payable by Harbinger Capital Partner Masters
       Fund I Ltd. to Morgan Stanley, but reimbursable by the
       Debtors under certain circumstances.

Pursuant to Section 364(c)(1) of the Bankruptcy Code, all of the
Prepetition Secured Obligations and an "Alternative Commitment
Fee" will constitute allowed claims against Bally Total Fitness
Holding Corp. and its affiliates that are signatories to the
Guarantee and Collateral Agreement, with priority over any and
all administrative expenses and diminution claims.

An Alternative Commitment Fee is an additional commitment fee
equal to 2.5% of the total commitments minus the sum of the
Commitment Fee, the Closing Fee and the Amendment Fee,  payable
to Morgan Stanley.

                      Carve-Out Expenses

Upon the DIP Lenders' declaration of an event of default, the DIP
Lenders' liens, claims and security interests will be subject
only to the right of payment of the carve-out expenses, including
a fee not exceeding $4,650,000 for each unpaid professional
retained by the Debtors, the Ad Hoc Noteholders' Committee, and
any statutory committees appointed in the Debtors' Chapter 11
cases.

"There shall not be any borrowings under the DIP Facility unless
the initial funding thereunder is sufficient to repay the
Prepetition Secured Obligations in full," Judge Lifland ruled.

Proceeds from the Collateral will be applied first to obligations
under the Revolving DIP Facility, and all bank products
constituting DIP Obligations and all interest rate or foreign
currency hedging obligations constituting DIP Obligations, prior
to being applied to the DIP Term Loan.

                           DIP Liens

As security for the DIP Obligations, effective immediately, the
Court grants security interests and liens to the DIP Lenders,
subject to the payment of Carve-Out Expenses:

   (a) First Lien on Unencumbered Property -- Pursuant to Section
       364(c)(2) of the Bankruptcy Code, a valid and binding  
       fully-perfected first priority senior security interest in
       and lien on all prepetition and postpetition property of
       the Debtors and its proceeds, whether existing on the
       Petition Date or thereafter acquired, that, on or as of
       the Petition Date is not subject to valid, perfected and
       non-avoidable liens;

   (b) Priming Liens Securing DIP Facility -- Pursuant to Section
       364 (d), a valid and binding fully-perfected first
       priority senior priming security interest in and lien on
       all prepetition and postpetition property of the Debtors
       that secure obligations under the Prepetition Credit
       Facility, senior to the liens securing the Prepetition
       Credit Facility to the extent not repaid, and any liens
       that are junior to those liens; and

   (c) Liens Junior to Certain Other Liens -- Pursuant to Section
       364(c)(3), are valid and binding fully-perfected security
       interests in and liens upon all prepetition and
       postpetition property of the Debtors, that is subject to
       valid, perfected and unavoidable liens in existence on the
       Prepetition Date.

The DIP Facility will terminate on the earlier of:

   (i) March 31, 2008; and

  (ii) the effective date of a plan of reorganization in the
       Debtors' cases.

All objections to the Debtors' DIP Financing, to the extent not
resolved by the Court's final order, are overruled.

                     About Bally Total Fitness

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  

No schedule has been set to date for an organizational meeting
that would create an Official Committee of Unsecured Creditors.
The Court recently held that the meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code will not be convened, and
is canceled, if the Debtors' Plan of Reorganization is confirmed
on or prior to October 16, 2007.  (Bally Total Fitness Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


BALLY TOTAL: Court Gives Final Okay on Cash Collateral Use
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New
York in Manhattan gave Bally Total Fitness Holding Corporation
and its debtor-affiliates authority, on a final basis, to
use their prepetition lenders' cash collateral and to provide
those lenders with adequate protection.

The Court authorized the Debtors to use the Cash Collateral
during the period from July 31, 2007, through and including
the termination date for general corporate purposes and costs
and expenses related to the Chapter 11 cases.

All uses of cash by the Debtors or the costs and expenses of
administering the Chapter 11 cases will be deemed to be first
from cash that is not Cash Collateral; and thereafter, from Cash
Collateral.

The Final Order does not address the disposition of any
Prepetition Collateral outside the ordinary course of business
subsequent to the Petition Date or the Debtors' use of the Cash
Collateral resulting from the disposition.

The Court authorizes -- but not directs -- the Agent, JPMorgan
Chase Bank, N.A., in its capacity as issuing lender, to amend,
replace, renew or reissue any Letter of Credit outstanding under
the Credit Agreement as of the Petition Date, provided that:

   (a) the aggregate face amount of the sum of Letters of Credit
       outstanding after any amendment, replacement, renewal or
       reissuance, does not exceed the aggregate face amount of
       the Letters of Credit outstanding as of the Petition Date;
       and

   (b) any amendment, replacement, renewal or reissuance is on
       the same terms and conditions as any Letters of Credit
       outstanding under the Credit Agreement as of the Petition
       Date.

As further adequate protection, the Court directs the Debtors to
pay or reimburse all reasonable fees, costs and charges incurred
by the Lenders and the Agent, within 20 days after submission of
invoices for reimbursement.

The liens granted will not be (i) subject to any lien that is
avoided and preserved for the benefit of the Debtors' estates
under Section 551 of the Bankruptcy Code, or (ii) prior to a
Refinancing, subordinated to or made pari passu with any other
lien under Sections 363 and 364 of the Bankruptcy Code.

The Debtors' right to use the Cash Collateral will terminate on
the earliest to occur of (i) the date that is 45 days after the
Petition Date; (ii) consummation of a Refinancing with proceeds
sufficient to repay the Prepetition Obligations, any unpaid
Adequate Protection Payments and any other unpaid amounts owing
in full; or (iii) upon written notice by the Agent to the Debtors
after the occurrence and continuance of any event of default.

Up to $50,000 of Cash Collateral in the aggregate may be used to
pay the allowed fees and expenses of professionals retained by
the Prepetition Noteholders Committee or any statutory committee
appointed in the Debtors' Chapter 11 cases incurred
investigating, but not initiating or prosecuting , any Avoidance
Actions or any other claims or causes of action against the Agent
or the Lenders.

Upon Repayment, the Agent and the Lenders will release all liens
and security interests on the Prepetition Collateral and all
Replacement Liens.

Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(Pink Sheets: BFTH.PK) -- http://www.ballyfitness.com/-- operates
fitness centers in the U.S., with over 375 facilities located in
26 states, Mexico, Canada, Korea, China and the Caribbean under
the Bally Total Fitness(R), Bally Sports Clubs(R) and Sports Clubs
of Canada (R) brands.  

Bally Total and its affiliates filed for chapter 11 protection
on July 31, 2007 (Bankr. S.D.N.Y. Case No. 07-12396) after
obtaining requisite number of votes in favor of their pre-packaged
chapter 11 plan.  Joseph Furst, III, Esq. at Latham & Watkins,
L.L.P. represents the Debtors in their restructuring efforts.
As of June 30, 2007, the Debtors had $408,546,205 in total assets
and $1,825,941,54627 in total liabilities.  

No schedule has been set to date for an organizational meeting
that would create an Official Committee of Unsecured Creditors.
The Court recently held that the meeting of creditors pursuant to
Section 341(a) of the Bankruptcy Code will not be convened, and
is canceled, if the Debtors' Plan of Reorganization is confirmed
on or prior to October 16, 2007.  (Bally Total Fitness Bankruptcy
News, Issue No. 7; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


BNC MORTGAGE: Operations to be Shut Down by Lehman Brothers
-----------------------------------------------------------
Lehman Brothers disclosed on Aug. 22, 2007 that market conditions
have necessitated a substantial reduction in its resources and
capacity in the subprime space.  As a result, the Firm is closing
its BNC Mortgage LLC subsidiary.  The Firm continues to originate
mortgages in the U.S. through its Aurora Loan Services LLC
platform.

The closure affects approximately 1,200 employees in 23 U.S.
locations.  In connection with the closure, the Firm will record
all related after-tax charges, including severance, real estate
and technology costs, of approximately $25 million, and a 100%
after-tax goodwill write-down of approximately $27 million.

                    About Lehman Brothers

Lehman Brothers (NYSE: LEH) -- http://www.lehman.com/-- is an  
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The Firm is headquartered in New York, with regional
headquarters in London and Tokyo and operates in a network of
offices around the world.

                    About BNC Mortgage

BNC Mortgage -- http://www.bncmortgage.com/-- originates subprime  
residential mortgages for customers who don't meet standard
lending criteria.  The company then sells virtually all of its
loans, including servicing rights, into the secondary market for
cash.  Its client base includes first-time borrowers or borrowers
with hard-to-document income or spotty credit histories.  The
company is a subsidiary of investment bank and brokerage Lehman
Brothers Holdings through Lehman Brothers Bancorp.


BOSTON SCIENTIFIC: Prepays $1B Term Loan Under Amended Credit Pact
------------------------------------------------------------------
Boston Scientific Corp. prepaid $1 billion of its term loan using
$750 million of cash on hand and $250 million from a credit
facility secured by the company's U.S. receivables.

The prepayment is in connection with an Aug. 17, 2007 amendment
of a credit agreement the company entered into with its lenders on
April 21, 2006.

The lenders in that amended credit agreement include:

   -- BSC International Holding Limited;
   -- Merrill Lynch Capital Corporation, as Syndication Agent;
   -- Bear Stearns Corporate Lending Inc.;
   -- Deutsche Bank Securities Inc. and Wachovia Bank, National
      Association, as Co-Documentation Agents; and
   -- Bank of America, N.A., as Administrative Agent.

The amendment, among other things, extended the step-down in the
company's maximum permitted Consolidated Leverage Ratio -- from
4.5 to 1.0 to 3.5 to 1.0 on March 31, 2008, to 4.5 to 1.0 to 4.0
to 1.0 on March 31, 2009; and 4.0 to 1.0 to 3.5 to 1.0 on
Sept. 30, 2009.

In addition, the amended credit agreement excluded from the
calculation of Consolidated EBITDA up to $300 million of
restructuring charges incurred through June 30, 2009, and up to
$500 million of litigation and settlement expenses incurred in any
period of four fiscal quarters through June 30, 2009, not to
exceed $1 billion in the aggregate.

Furthermore, the parties amended prepayment terms such that
principal prepayments are made in direct order of maturity rather
than on a pro rata basis.

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation (NYSE: BSX) -- http://www.bostonscientific.com/--      
develops, manufactures and markets medical devices used in a
broad range of interventional medical specialties.  The company
has offices in Argentina, Chile, France, Germany, and Japan,
among others.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 7, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Boston Scientific Corp. to 'BB+' from 'BBB-' and
placed the ratings on the company on CreditWatch with negative
implications.  S&P has withdrawn the commercial paper rating at
the company's request.

At the same time, Fitch Ratings downgraded the ratings on Boston
Scientific Corp. including the company's 'BBB-' Senior Unsecured
Notes rating which was lowered to 'BB+'.  The Rating Outlook is
Negative.


C-BASS MORTGAGE: S&P Lowers Ratings and Removes Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class B-1 and B-2 mortgage loan asset-backed certificates from C-
BASS Mortgage Loan Asset-Backed Certificates Series 2002-CB2 to
'B' from 'BBB' and 'BB+', respectively, and removed them from
CreditWatch, where they were placed with negative implications on
June 20, 2007.
     
The downgrades reflect the fact that current and projected credit
support levels do not support the previous ratings on the
subordinate classes.
     
As of the July 2007 remittance period, overcollateralization was
below its $1.35 million target amount by approximately $470,000;
additionally, the deal has realized $9.03 million, or 3.34% of the
original principal balance in cumulative losses.  The six-month
average loss is approximately $117,000, which is slightly greater
than the 12-month average loss of $104,000.  Although class B-2 is
subordinate to the B-1 class, S&P lowered its rating on both
classes to 'B' because class B-1 only has $136,000 more in credit
enhancement remaining.  This transaction has paid down to 11.58%
of its original principal balance.
     
The pool for this deal was initially composed of reperforming,
fixed- and adjustable-rate mortgage loans secured primarily by
first liens on one- to four-family residential properties.


CAPITAL AUTO: S&P Rates $15.023 Million Class D Notes at BB
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to Capital
Auto Receivables Asset Trust 2007-2's $2,997,106,000 asset-backed
notes series 2007-2.
     
The ratings reflect:

     -- The credit quality of the underlying pool, which has a
        weighted average FICO score of 703 and consists of prime
        automobile loans;

     -- The timely interest and principal payments made under
        stressed cash flow modeling scenarios consistent with the
        ratings being assigned to each class of notes;

     -- The credit enhancement; and

     -- The sound legal structure.
   
   
                         Ratings Assigned
Capital Auto Receivables Asset Trust 2007-2
   
   Class    Rating   Type    Interest     Amount        Legal               
                              rate                 final maturity
   -----    ------   ----    --------     ------    ------------
   A-PT     AAA      Senior  Floating   $1,500,000  February 2014
   A-1a     A-1+     Senior  Fixed    $250,000,000  August 2008
   A-1b     A-1+     Senior  Floating  $40,000,000  August 2008
   A-2a     AAA      Senior  Fixed    $100,000,000  March 2010
   A-2b     AAA      Senior  Floating $340,000,000  March 2010
   A-3      AAA      Senior  Floating $380,000,000  July 2011
   A-4a     AAA      Senior  Fixed    $169,364,000  February 2014
   A-4b     AAA      Senior  Floating  $60,000,000  February 2014
   B        A        Sub     Fixed     $97,650,000  February 2014
   C        BBB      Sub     Fixed     $45,069,000  February 2014
   D        BB       Sub     Fixed     $15,023,000  February 2014


CDC MORTGAGE: Moody's Junks Ratings on Two Certificate Classes
--------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible downgrade certain certificates from four deals issued by
CDC Mortgage Capital Trust and IXIS Real Estate Capital Trust in
2004.  The actions are based on the analysis of the credit
enhancement provided by subordination, overcollateralization and
excess spread relative to the expected loss.  All four
transactions are backed by first and second-lien fixed and
adjustable subprime mortgage loans.

The complete rating actions are:

Issuer: CDC Mortgage Capital Trust

Downgrade:

-- Series 2004-HE2, Class B-2, downgraded to Ba2 from Baa2;
-- Series 2004-HE2, Class B-3, downgraded to B3 from Baa3;
-- Series 2004-HE2, Class B-4, downgraded to Caa2 from Ba1;
-- Series 2004-HE3, Class B-3, downgraded to Ba3 from Baa3;
-- Series 2004-HE3, Class B-4, downgraded to Caa2 from Ba1.

Review for Possible Downgrade:


-- Series 2004-HE1, Class B-2, current rating Baa3, under review
    for possible downgrade;

-- Series 2004-HE1, Class B-3, current rating Ba3, under review
    for possible downgrade.

Issuer: IXIS Real Estate Capital Trust

Review for Possible Downgrade:

-- Series 2004-HE4, Class B-3, current rating Baa3, under review
    for possible downgrade;

-- Series 2004-HE4, Class B-4, current rating Ba1, under review
    for possible downgrade.


CENTEX HOME: Moody's Puts "Ba3" Class B Cert. Rating Under Review
-----------------------------------------------------------------
Moody's Investors Service placed two certificates issued by Centex
Home Equity Loan Trust 2002-D under review for possible downgrade.
This subprime deals consist of fixed-rate and adjustable-rate
residential mortgage loans.

The two most subordinate classes from the transaction are being
placed under review for possible downgrade based on the low credit
enhancement levels compared to the current loss projections.  The
credit support is declining due to the loan defaults.  In
addition, the transaction has stepped down, causing
overcollateralization to be released and the subordinated
certificates have started to receive their share of unscheduled
prepayments.

Complete rating actions are:

Issuer: Centex Home Equity Loan Trust

-- Series 2002-D; Class M-2, current rating A2, under review for
    possible downgrade;

-- Series 2002-D; Class B, current rating Ba3, under review for
    possible downgrade.


CHALLENGER POWERBOATS: Has $21MM Shareholders' Deficit at June 30
-----------------------------------------------------------------
Challenger Powerboats Inc. reported on Aug. 21, 2007, its
financial results for the second quarter ended June 30, 2007.

The company's consolidated balance sheet at June 30, 2007, showed
$7.4 million in total assets and $28.1 million in total
liabilities, resulting in as $20.7 million total shareholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $3.6 million in total current
assets available to pay $10.6 million in total current
liabilities.

The company's net loss for the current second quarter decreased to
$1.7 million which compares to a net loss of $3.7 million for the
same period in 2006.

Revenue for the quarter was $3.6 million, which included $395,000
related to business completed during the first quarter, compared
to net revenues of ($792,895) for the three months ended June 30,
2006.  

"Our marketing and sales strategy is having a positive effect on
our distribution channels.  We are encouraged by our second
consecutive quarter of record revenue, stated Laurie Phillips,
Challengers president and chief executive officer.  "We have also
focused on improving the company's efficiencies, which have
had a positive impact of gross margins.  We intend to further
operational efficiencies with the objective of achieving
profitability in the near future."

Ms. Phillips added, "Additionally, we are currently taking
aggressive steps toward restructuring our balance sheet, which
should substantially improve our financial condition.  These
changes are expected to be competed in the current quarter and
will go along way toward significantly strengthening the
Challenger organization."

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?22e5

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Jaspers + Hall PC expressed substantial doubt about Challenger
Powerboats Inc.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's recurring
losses from operations and its difficulties in generating
sufficient cash flow to meet its obligation and sustain its
operations.

                   About Challenger Powerboats

Based in Washington, Missouri, Challenger Powerboats Inc. (OTC BB:
CPWB.0B) -- http://www.challengerpowerboats.com/-- designs and  
manufactures high performance 'go fast' offshore racing boats,
family sport cruisers, jet boats and water ski tow boats under the
brands 'Challenger Powerboats', 'Sugar Sand' and 'Gekko', which
target the recreational boating market.  The company's boats are
sold through the company's dealer network in the United States,
Canada, Mexico, Europe, Australia, the Middle East and Japan.  


CHAPARRAL STEEL: Completes Merger Deal with Gerdau Ameristeel
-------------------------------------------------------------
Chaparral Steel Company and Gerdau Ameristeel Corporation
disclosed that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
the Agreement and Plan of Merger signed by Chaparral, Gerdau
Ameristeel and certain other parties, expired at 11:59 p.m.
(Eastern Time) on Aug. 22, 2007 without action by either the
Federal Trade Commission or the Department of Justice.

Expiration of the HSR waiting period without action by such
regulators is a condition to completion of the proposed merger.
The consummation of the merger remains subject to other customary
conditions, including adoption of the Agreement and Plan of
Merger by Chaparral's stockholders.

                     About Gerdau Ameristeel

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation --
http://www.gerdauameristeel.com/-- (NYSE: GNA, TSX: GNA) is a  
minimill steel producer in North America with annual manufacturing
capacity of over 9 million tons of mill finished steel products.  
Through its vertically integrated network of 17 minimills
(including one 50%-owned joint venture minimill), 17 scrap
recycling facilities and 51 downstream operations (including seven
joint venture fabrication facilities), Gerdau Ameristeel serves
customers throughout North America.  The company's products are
generally sold to steel service centers, to steel fabricators, or
directly to original equipment manufacturers for use in a variety
of industries, including construction, automotive, mining,
cellular and electrical transmission, metal building manufacturing
and equipment manufacturing.  The company is a subsidiary of
Brazil's Gerdau SA.

                      About Chaparral Steel

Headquartered in Midlothian, Texas, Chaparral Steel Company
(NASDAQ: CHAP) -- http://www.chapusa.com/-- is a producer of
structural steel products in North America and also a major
producer of steel bar products.  It operates two mini-mills, one
located in Midlothian, Texas, and the other located in Dinwiddie
County, Virginia.  The company has approximately 1,400 employees
and an annual installed capacity of 2.9 million metric tons.

                          *     *     *

In July 2007, Moody's Investor Services placed Chaparral Steel
Company's probability of default and long term corporate family
ratings at "Ba3".

At the same time, Standard and Poor's assigned a B+ rating on the
company's long term foreign and local issuer credits.


CHL MORTGAGE: Moody's Puts Ba2 Class B-3 Cert. Rating Under Review
------------------------------------------------------------------
Moody's Investors Service placed under review for possible upgrade
and downgrade certain certificates issued by CHL Mortgage Pass-
Through Trust and Alternative Loan Trust in 2004.  The
transactions are backed by first-lien fixed and adjustable-rate
Alternative-A mortgage loans originated or acquired by Countrywide
Home Loans, Inc.

Five classes of certificates from CHL Mortgage Pass-Through Trust
series 2004-15 and 2004-HYB6 are placed under review for possible
upgrade based on the strong build-up in credit enhancement.  The
projected pipeline losses are not expected to significantly affect
the credit support for these certificates.

Four classes of certificates from Alternative Loan Trust series
2004-6CB, 2004-8CB and 2004-J5 are placed under review for
possible downgrade because the current credit enhancement provided
by subordination, overcollateralization and excess spread is low
compared to the projected pipeline losses of the underlying pool.

The complete rating actions are:

Issuer: CHL Mortgage Pass-Through Trust

Review for Possible Upgrade:

-- Series 2004-15, Class M, current rating Aa2, under review for
    possible upgrade;

-- Series 2004-15, Class B-1, current rating A2, under review for
    possible upgrade;

-- Series 2004-15, Class B-2, current rating Baa2, under review
    for possible upgrade;

-- Series 2004-15, Class B-3, current rating Ba2, under review
    for possible upgrade;

-- Series 2004-HYB6, Class A-4, current rating Aa1, under review
    for possible upgrade.

Issuer: Alternative Loan Trust

Review for Possible Downgrade:

-- Series 2004-6CB, Class M-2, current rating A2, under review
    for possible downgrade;

-- Series 2004-6CB, Class M-3, current rating Baa2, under review
    for possible downgrade;

-- Series 2004-8CB, Class M-3, current rating Baa2, under review
    for possible downgrade;

-- Series 2004-J5, Class B, current rating Baa2, under review for
    possible downgrade.


CII CARBON: Moody's Withdraws "B1" Corporate Family Rating
----------------------------------------------------------
Moody's Investors Service withdrew its ratings on CII Carbon LLC,
corporate family rating B1.  

The withdrawal follows the acquisition of CII Carbon by Rain
Calcining, an Indian based company, and the repayment of all rated
debt at CII Carbon.  This concludes Moody's review for possible
downgrade of CII Carbon, initiated on June 4, 2007.

Upgrades:

Issuer: CII Carbon LLC

-- Probability of Default Rating, Upgraded to WR from B2

Outlook Actions:

Issuer: CII Carbon LLC

-- Outlook, Changed To Rating Withdrawn From Rating Under Review

Withdrawals:

Issuer: CII Carbon LLC

-- Corporate Family Rating, Withdrawn, previously rated B1

-- Senior Secured Bank Credit Facility, Withdrawn, previously
    rated 33 - LGD3

Headquartered in Kingwood, Texas, CII Carbon, a producer of anode
grade calcined coke, had revenues of $355 million in fiscal 2006.


COUDERT BROS: Wants to Solicit Plan Acceptances Until Jan. 2008
---------------------------------------------------------------
Coudert Brothers LLP asks the United States Bankruptcy Court for
the Southern District of New York to further extend the exclusive
periods to solicit acceptances of its PLAN until Jan. 24, 2008.

The Debtor tells the Court that it needs sufficient time to
solicit acceptances from its impaired creditors as well as to
finalize its plan and disclosure statement.

The Debtor reminds the Court that it filed a non-final version of
the disclosure statement related to its plan of liquidation on
March 23, 2007, with the support of its Official Committee of
Unsecured Creditors.

The Debtor said that its exclusive period to solicit acceptances
expired on Aug. 21, 2007.

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.  In its schedules of assets and
debts, Coudert listed total assets of $29,968,033 and total
debts of $18,261,380.


CROSSWINDS AT ARROYO: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtor: Crosswinds at Arroyo Seco, L.L.C.
        2929 North Power Road, Suite 10
        Mesa, AZ 85215

Bankruptcy Case No.: 07-04162

Type of business: The Debtor is engaged in the real estate
                  business.

Chapter 11 Petition Date: August 22, 2007

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: Steven N. Berger, Esq.
                  Engelman Berger, P.C.
                  One Columbus Plaza, Suite 700
                  3636 North Central Avenue
                  Phoenix, AZ 85012-1985
                  Tel: 602-271-9090
                  Fax: 602-222-4999

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have a list of its largest unsecured
creditors.


CRYSTAL SPRINGS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Crystal Springs Apparel, LLC
        206 West Railroad Avenue
        Crystal Springs, MS 39059

Bankruptcy Case No.: 07-02633

Type of Business: The Debtor wholesales quality cotton and
                  cotton/polyester blend knit, woven, and
                  denim shirts.  See http://www.csapparel.com/

Chapter 11 Petition Date: August 23, 2007

Court: Southern District of Mississippi (Jackson)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  587 Highland Colony Parkway
                  P.O. Box 3380
                  Ridgeland, MS 39157
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

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


CURRIE TECHNOLOGIES: Section 341(a) Meeting Set for Tomorrow
------------------------------------------------------------
The United States Trustee for Region 16 scheduled a meeting of
Currie Technologies Inc.'s creditors for tomorrow, Aug. 28, 2007,
9:00 a.m., at Room 105, 21051 Warner Center Lane in Woodland
Hills, California.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.  This Meeting of Creditors offers the
one opportunity in a bankruptcy proceeding for creditors to
question a responsible office of the Debtor under oath about the
company's financial affairs and operations that would be of
interest to the general body of creditors.

Currie Technologies Inc. -- http://www.currietech.com/--  
manufactures the Electro-Drive(TM) and US Pro Drive(TM) propulsion
systems which serve as the backbone of the company's scooters and
bicycles, powering these vehicles with efficient and
environmentally friendly, high performance drive systems for sport
or transportation.  The Debtor filed Chapter 11 bankruptcy
protection on July 26, 2007 (Bankr. C.D. Calif. Case No. 07-
12609).  Philip A. Gasteier, Esq., and Jeremy Faith, Esq., at
Robinson Diamant & Wolkowitz APC represent the Debtor in its
restructuring efforts.


CURRIE TECHNOLOGIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Currie Technologies Inc. filed with the U.S. Bankruptcy Court for
the Central District of California its schedule of assets and
liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                         $0         
  B. Personal Property             $7,613,336                   
  C. Property Claimed as
     Exempt                                $0                                     
  D. Creditors Holding
     Secured Claims                               $4,190,460
  E. Creditors Holding
     Unsecured Priority
     Claims                                           $1,178  
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $12,648,220
                                  -----------    -----------
     TOTAL                         $7,613,336    $16,839,858

Currie Technologies Inc. -- http://www.currietech.com/--  
manufactures the Electro-Drive(TM) and US Pro Drive(TM) propulsion
systems which serve as the backbone of the company's scooters and
bicycles, powering these vehicles with efficient and
environmentally friendly, high performance drive systems for sport
or transportation.  The Debtor filed Chapter 11 bankruptcy
protection on July 26, 2007 (Bankr. C.D. Calif. Case No. 07-
12609).  Philip A. Gasteier, Esq., and Jeremy Faith, Esq., at
Robinson Diamant & Wolkowitz APC represent the Debtor in its
restructuring efforts.


DEBT RESOLVE: June 30 Balance Sheet Upside-Down by $159,607
-----------------------------------------------------------
Debt Resolve Inc. reported on Aug. 20, 2007, its financial results
for the second quarter of 2007.

At June 30, 2007, the company's consolidated balance sheet showed
$3.1 million in total assets and $3.2 million in total
liabilities, resulting in a $159,607 total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.0 million in total current assts
available to pay $3.2 million in total current liabilities.

Net loss for the second quarter of 2007 was $5.3 million compared
to a loss of $1.7 million in the second quarter of 2006.  The
total loss for the three months ended June 30, 2007, includes
$1.6 million in non-cash stock-based compensation expense and
$1.2 million in a non-cash goodwill and intangibles impairment
charge.

Revenue for the second quarter of 2007 was $875,210, compared to
$27,026 in the second quarter of 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?22e3

                       Going Concern Doubt

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Debt Resolve Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements as
of the year ended Dec. 31, 2006.  The auditing firm pointed to the
company's significant losses since inception.

                       About Debt Resolve

Headquartered in White Plains, New York, Debt Resolve Inc. --
http://www.debtresolve.com/-- provides lenders, collection  
agencies, debt buyers and utilities with a patented online bidding
system for the resolution and settlement of consumer debt and a
collections and skip tracing solution that is effective at every
stage of collection and recovery.  Through its subsidiary, DRV
Capital LLC, the company is actively engaged in the purchase and
collections of distressed accounts receivable using its own
collections solutions.  Through its subsidiary, First Performance
Corporation, the company is actively engaged in operating a
collection agency for the benefit of its clients, which include
banks, finance companies and purchasers of distressed accounts
receivable.


DELTA AIR: Former Northwest Exec. Richard Anderson Named as CEO
---------------------------------------------------------------
The Board of Directors of Delta Air Lines has elected Richard H.
Anderson to serve as the company's chief executive officer,
succeeding retiring CEO Gerald Grinstein.

Mr. Anderson brings a unique depth of experience to the position,
having served in top jobs for several major U.S. corporations,
Richard Andersonincluding executive vice president of UnitedHealth
Group; chief executive officer of Northwest Airlines; staff vice
president and deputy general counsel at Continental Airlines; and
most recently as a member of Delta's Board of Directors.  Mr.
Anderson will become CEO effective Sept. 1.

"After a thorough search, the Board concluded that Richard
Anderson possesses the right blend of seasoned leadership,
strategic skills, international experience and airline knowledge
the company needs to navigate the industry's challenges and
capitalize on its opportunities," said Daniel A. Carp, chairman of
Delta's Board of Directors.  "Well-qualified with a proven track
record in this highly competitive industry, Richard has a
demonstrated ability to master the competitive pressures of
today's marketplace with innovation and an unwavering focus on the
customer.  He brings complementary strengths to Delta's highly
talented leadership team and high admiration for the people of
Delta and their recent success in restructuring to become a
fiercely competitive airline."

Mr. Anderson, age 52, has nearly 20 years of airline industry
experience and will become the eighth CEO in Delta's 78-year
history.

"Delta people have made amazing accomplishments and have a passion
for customer service that is renowned in the industry.  I am
honored to accept the challenge of leading this legendary company
into a future that holds great promise," Anderson said.  "With a
solid strategy in place that provides a dynamic platform for
future growth and success, I look forward to working side by side
with Delta professionals to make Delta an undisputed leader in
customer service, operational performance and financial strength
and stability.

Richard Anderson: "In the coming weeks, I will spend the majority
of my time listening to Delta people to learn how we can further
improve the customer experience and position our company as an
even better place to work. Backed by award-winning products and
services, Delta has great things in store for its customers and I
am eager to support the commitment of our 48,000 dedicated
professionals worldwide to remaining the airline of choice for our
customers," Mr. Anderson stated.

With Anderson's appointment, Gerald Grinstein, 75, will retire
from his position as CEO and a member of the Board of Directors
effective Sept. 1, concluding his distinguished 20-year tenure as
a Delta director.

"It has been a privilege to serve this company and the greatest
people in the industry," Grinstein said.  "I have known Richard
for a long time. He is a ferocious competitor, thoroughly
knowledgeable about airline operations, and understands the link
between passenger satisfaction and living up to our service
commitments. He has an extensive background in the Far East and
Asia, which are among Delta's next growth opportunities.  
Richard's sound judgment and professionalism make him a great
addition to Delta's battle-tested leadership team."

In addition to Anderson's appointment, the Board of Directors also
said that Chief Financial Officer Edward H. Bastian will be
promoted to President and Chief Financial Officer, reporting to
Anderson.

"Richard Anderson is a true professional with a proven track
record," Mr. Bastian said.  "I am looking forward to working with
Richard as we position our company for an even stronger future."

Mr. Anderson brings to Delta extensive leadership experience at
the most senior levels in the aviation industry as well as in
other corporations. Most recently, Anderson served as executive
vice president of UnitedHealth Group and president of
UnitedHealth's Commercial Markets Group.  Prior to joining
UnitedHealth in 2004, he had a 14-year career at Northwest
Airlines where he served as vice president and deputy general
counsel; senior vice president of Technical Operations and Airport
Affairs; executive vice president and chief operating officer; and
as chief executive officer from 2001 to 2004.  Prior to joining
Northwest in 1990, Anderson worked as in-house counsel for
Continental Airlines, where he ultimately served as staff vice
president and deputy general counsel.  Anderson also serves as a
member of the Board of Directors for Cargill Inc. and Medtronic
Inc.

Anderson holds a bachelor's degree from the University of Houston
and a Juris Doctor degree from South Texas College of Law.  He and
his wife, Susan, look forward to relocating to the Atlanta area
this fall.

                          About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 328 destinations in 56
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities.  

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.
On Jan 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on Feb. 2,
2007.  On Feb. 7, 2007, the Court approved the Debtors' disclosure
statement.  In April 2007, the Court confirmed the Debtors' plan.

                         *     *     *

As reported in the Troubled Company Reporter on July 16, 2007,
Fitch Ratings has initiated coverage of Delta Air Lines Inc.
with the assignment of these debt ratings: issuer default rating
'B'; First-lien senior secured credit facilities 'BB/RR1'; and
Second-lien secured credit facility (Term Loan B) 'B/RR4'

As reported in the Troubled Company Reporter on May 2, 2007,
Standard & Poor's Ratings Services raised its ratings on Delta Air
Lines Inc. (B/Stable/--), including raising the corporate credit
rating to 'B', with a stable outlook, from 'D', following the
airline's emergence from Chapter 11 bankruptcy proceedings.


DISCOVERY CAPITAL: Shareholders Approve Plan of Liquidation
-----------------------------------------------------------
At the annual and special meeting of shareholders held last
Aug. 21, 2007, shareholders of Discovery Capital Corporation
approved the previously announced plan for the liquidation of
Discovery, including the sale of its subsidiary, Discovery Capital
Management Corp., to management of Discovery and the distribution
of Discovery's assets to its shareholders.

Shareholders approved the plan of liquidation by over 99% of the
votes cast, including over 99% of the votes cast by minority
shareholders in respect of the Management Purchase, as required by
the policies of the TSX Venture Exchange.

Discovery will provide further information to shareholders
regarding important dates with respect to their ownership of
Discovery shares.

With over 20 years of venture capital experience in British
Columbia, Discovery Capital Corp. (TSX VENTURE:DVY.Y) --
http://www.discoverycapital.com/-- is a venture fund manager  
through its wholly owned subsidiary, Discovery Capital Management
Corp., and venture capital investor specializing in: information
technology, communications, health and life sciences, and other
advanced technologies.  Discovery Capital has proven expertise in
strategic planning, management development, innovative financing
strategies, corporate governance and positioning for liquidity.  
Discovery Capital Management Corp. is the manager of British
Columbia Discovery Fund (VCC) Inc., a British Columbia venture
capital fund that has raised approximately $43 million to date and
has investment interests in eleven developing technology
companies.


DOBSON COMM: To Redeem Shares of S. F Convertible Preferred Stock
-----------------------------------------------------------------
Dobson Communications Corporation has called for redemption of all
of its outstanding shares of Series F Convertible Preferred Stock
(CUSIPs: 256069709, 256069600, 256069402 and U25401206).  Unless
the company defaults in its payment in cash of the optional
redemption price, dividends on the shares of the Series F
Preferred Stock will cease to be payable on and after the optional
redemption date, which is Oct. 4, 2007, and the right of holders
of the Series F Preferred Stock to voluntarily convert shares of
the Series F Preferred Stock into Class A Common Stock of the
company will terminate at the close of business on the business
day preceding the optional redemption date, subject to any
extension necessary to permit the expiration of any applicable
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as amended.

The conversion ratio of the Series F Preferred Stock as of the
date of Aug. 20, 2007, is 20 shares of Class A Common Stock of the
company for each share of Series F Preferred Stock converted in
accordance with the Certificate of Designation for the Series F
Preferred Stock.  

The conversion ratio was calculated using a conversion price of
$8.75 per share of Class A Common Stock of the company.  The
closing price of the Class A Common Stock of the company on
Aug. 17, 2007 was $12.39 per share.

The optional redemption price payable for each outstanding share
of Series F Preferred Stock is an amount of cash equal to (i)
$178.571 per share, which represents 100% of the liquidation
preference, plus (ii) all accumulated and unpaid dividends
(including an amount in cash equal to a prorated dividend for any
partial dividend period) thereon to the optional redemption date.

As of the date of August 20, there were 759,896 outstanding shares
of the Series F Preferred Stock.

The formal redemption notice required by the Certificate of
Designation for the Series F Preferred Stock has been sent to
holders of the shares of Series F Preferred Stock.

The redemption of the shares of Series F Preferred Stock and the
payment of the optional redemption price will be made in
accordance with the terms specified in the redemption notice and
the redemption procedures of:

     The Depository Trust Company
     55 Water Street 50th Floor
     New York, NY 10041-0099

If any shares of the Series F Preferred Stock held by any holder
are represented by one or more physical certificates, such holder
must surrender such shares to the Redemption Agent:

     UMB Bank, N.A.
     Attention: Jennifer Fuller
     Securities Transfer Division
     928 Grand Boulevard, 5th Floor
     Kansas City, MO 64106
     Tel (816) 860-3753

              About Dobson Communications Corporation

Headquartered in Oklahoma City, Dobson Communications Corporation
(Nasdaq:DCEL) - http://www.dobson.net/-- provides wireless  
service in rural and suburban areas of the US.  The company owns
wireless operations in 17 states.

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2007,
Standard & Poor's Ratings Services placed its ratings Dobson
Communications Corp., including the 'B-' corporate credit rating,
and all related entities on CreditWatch with positive
implications.

Fitch Ratings placed these ratings of Dobson Communications Corp.
on Rating Watch Positive: issuer default rating 'B-'; $150 million
senior floating rate notes 'CCC+/RR5'; $160 million senior
convertible debentures 'CCC+/RR5'; $420 million senior notes
'CCC+/RR5'; and $136 million convertible preferred stock 'CCC-
/RR6.


EARTH BIOFUELS: Posts $34.7 Million Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
Earth Biofuels Inc. reported a net loss of $34.7 million for the
second quarter ended June 30, 2007, compared with a net loss of
$14.1 million for the same period in 2006.

Total revenue for the three months ended March 31, 2007, decreased
$1.7 million, or 21%, to approximately $6.7 million from
approximately $9 million in 2006.  The decrease in total revenue
is primarily the result of decreased sales of biodiesel.

The increase in net loss primarily reflects an increase of
$10.4 million in interest expense, a loss on equity investments of
$4.2 million, and goodwill impairment losses of $10.6 million
during the quarter ended June 30, 2007, partly offset by a
decrease in compensation and other selling, general and
administrative expenses.

Compensation for three months ended March 31, 2007, decreased
approximately $3.9 million and related primarily to shares issued
to consultants for employees and consulting services in 2006.

Other selling, general and administrative expenses for three
months ended March 31, 2007, decreased approximately $2.5 million
from approximately $5.9 million for the same period in 2006.  The
decrease consists of reductions in consulting, marketing,
professional, administrative and travel expenses during 2007.

Interest expense related primarily to short term convertible debts
and long term debts for three months ended March 31, 2007, was
approximately $13.5 million from $3.1 million for the same period
in 2006.  

                 Liquidity and Capital Resources

During the six months ended June, 30, 2007, the company's cash and
cash equivalents increased by approximately $243,000 from the same
period in 2006, primarily as the result of obtaining new credit
facilities in the first quarter of 2007.

Net cash used in operating activities was approximately
$20.6 million for six months ended June 30, 2007, compared to net
cash used in operating activities of approximately $13.8 million
for the same period in 2006.  The increase in net cash flow used
in operating activities relates to increasing operating costs due
to the ramp-up of the company's operations, including higher cost
of good sold, other selling, general and administrative expenses
and interest expense.

Net cash used in investing activities was approximately
$2.71 million for six months ended June 30, 2007, compared to net
cash used in investing activities of approximately $17.5 million
for the same period in 2006.  The decrease in net cash used in
investing activities related to purchases of fixed assets of
$3.5 million during 2006 for the Durant facility, and a decrease
of $13.9 million related to investments and advances related to
letters of intent and investments the company has entered into to
own and operate biodiesel and ethanol facilities.

Net cash provided by financing activities was $22.9 million for
six months ended June 30, 2007, compared to net cash provided by
financing activities of approximately $26.5 million for the same
period in 2006.  Cash flows provided by financing activities
during the six months ended June 30, 2007, relate primarily to new
credit facilities totaling $30 million, less the repayment of
prior debts of $8.7 million.  In addition, $1.5 million relates to
proceeds from the issuance of common stock.

At June 30, 2007, the company's consolidated blaance sheet showed
$103.5 million in total assets, $90.4 million in total
liabilities, and $13.1 million in total shareholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $13.3 million in total current
assets available to pay $66.4 million in total current
liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at http://researcharchives.com/t/s?22eb

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007,
Malone & Bailey P.C., in Houston, Texas, expressed substantial
doubt about Earth Biofuels 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 operating losses
and working capital deficit.

As reported in the Troubled Company Reporter on July 16, 2007, the
note holders of the company's $52.5 million in private placement
offerings dated July 24, 2006, filed with the bankruptcy courts a
Chapter 7 - Involuntary Liquidation on the company.  The company
has filed a request for a hearing on this issue and has submitted
a business plan to the courts.  A hearing was set for Sept. 10,
2007.  There are several outcomes that may occur pursuant to this
hearing, any of which cannot be reasonably estimated at this time.

                      About Earth Biofuels

Headquartered in Dallas, Earth Biofuels Inc. (OTC BB: EBOF) --
http://www.earthbiofuels.com/ --  produces and distributes  
biodiesel fuel through wholesale and retail outlets.  The fuel is
sold under Willie Nelson's brand name, "BioWillie(R)."  Earth
Biofuels also produces and markets liquefied natural gas (LNG).
The company is focused on meeting the growing demand for
alternative and renewable fuels in the domestic market.


EASTCOAST GENERAL: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Eastcoast General Contractors, Inc.
        150 Westfield Road, Unit 6
        Tyngsboro, Ma 01879

Bankruptcy Case No.: 07-43222

Type of business: The Debtor provides building & home
                  construction services.

Chapter 11 Petition Date: August 23, 2007

Court: District of Massachusetts (Worcester)

Judge: Henry J. Boroff

Debtor's Counsel: Frank D. Kirby, Esq.
                  111 West 8th Street
                  South Boston, MA 02127
                  Tel: (617) 269-5444
                  Fax: (860) 257-3398

Estimated Assets:   $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

The Debtor does not have a list of its largest unsecured
creditors.


ENHANCED MORTGAGE: Moody's Reviews B2 Rating on Class A-3 Certs.
----------------------------------------------------------------
Moody's Investors Service took actions on these classes of notes
issued by Enhanced Mortgage-Backed Securities Fund V Limited., a
Market Value CDO issuer:

-- $130,000,000 Class A-1 Senior Notes due 2012

    Prior rating: Aaa
    Current rating: Aaa, on review for possible downgrade

-- $14,000,000 Class A-2 Senior Subordinated Notes due 2012

    Prior rating: A2
    Current rating: A2, on review for possible downgrade

-- $20,000,000 Class A-3 Subordinated Notes due 2012

    Prior rating: Baa2
    Current rating: B2, on review for possible downgrade

According to Moody's, the rating actions reflect the fact that
each of the Class A-2, Class A-3, and Class A-4 Subordination
Percentages are failing to meet their required levels, and the
transaction is currenlty going through the curing process to
achieve the compliance with respect to these percentages.  In so
doing, certain assets are being liquidated to bring the test
levels back into compliance.

Moody's noted that the ratings action also takes into account the
current stressful market conditions.  While the underlying assets
remain highly rated, the unprecedented illiquidity in the market
for mortgage backed securities has created a high level of
uncertainty around the valuation of the assets, which makes it
difficult to assess the probability of the manager achieving
certain prices.


ETHOS ENVIRONMENTAL: Inks Pact Selling Calif. Property for $7.8MM
-----------------------------------------------------------------
Ethos Environmental Inc. entered into a Commercial Property
Purchase Agreement and Joint Escrow Instructions with Green Bridge
Capital Partners IV LLC for the sale of the company's facility,
located at 6800 Gateway Park Drive in San Diego, California, for
$7,875,000 in cash.

The company said that the property consist of a building
approximately 60,000 total square feet, with approximately
60 on-site surface parking spaces.

The company also entered into an AIR Commercial Real Estate
Association Standard Industrial/Commercial Single Tenant Lease
Agreement to lease back the property from Green Bridge.

The company said that the lease term is 15 years and tentatively
set to commence on Oct. 1, 2007, and base rent per the lease
agreement is fixed at $63,000 per month.

As part of the property sale sgreement, the company entered
into a subscription agreement with Green Bridge for the sale of
2,500,000 shares of the company's common stock in a private
placement.

                       Going Concern Doubt

Peterson Sullivan PLLC of Seattle, Washington, expressed
substantail doubt about Ethos Environmental 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 the company's
significant losses from operations in the last two years.

                    About Ethos Environmental

Ethos Environmental Inc. manufactures and distributes fuel
products.  The company was originally incorporated under the laws
of the State of Idaho on Jan. 19, 1926, under the name, Omo Mining
and Leasing Corporation, and on Nov. 14, 1936, the company was
renamed to Kaslo Mines Corporation, and finally Victor Industries
Inc.


ETHOS ENV'TAL: Posts $6.8MM Net Loss in Year Ended June 30, 2007
----------------------------------------------------------------
Ethos Environmental Inc. reported a $6,791,175 net loss on
$2,599,962 of total revenues for the year ended June 30, 2007,
as compared with a $49,276 net income on $1,380,307 of total
revenues in the prior year.

At June 30, 2007, the company's balance sheet showed
$14,966,139 in total assets and $6,953,985 in total liabilities,
resulting in a $8,012,154 stockholders' equity.

A full-text copy of the company's 2nd Quarter 2007 report is
available for free at http://ResearchArchives.com/t/s?22f3

                      Going Concern Doubt

Peterson Sullivan PLLC of Seattle, Washington, expressed
substantail doubt about Ethos Environmental 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 the company's
significant losses from operations in the last two years.

                   About Ethos Environmental

Ethos Environmental Inc. manufactures and distributes fuel
products.  The company was originally incorporated under the laws
of the State of Idaho on Jan. 19, 1926, under the name, Omo Mining
and Leasing Corporation, and on Nov. 14, 1936, the company was
renamed to Kaslo Mines Corporation, and finally Victor Industries
Inc.


FEDDERS CORP: Obtains Court Approval on $79 Million DIP Financing
-----------------------------------------------------------------
Fedders Corporation had received court approval of its $79 million
debtor-in-possession financing from Goldman Sachs Credit Partners
L.P., subject to certain conditions and limitations.  The final
hearing on the financing was scheduled for September 20.
    
The company also received Court approval during its first day
hearings to pay pre-petition and ongoing employee wages, salaries,
workers' compensation, health benefits and other employee
obligations during its restructuring under Chapter 11.

In addition, the company received authorization to continue with
ordinary course customer programs, including warranty.  The
company also is authorized to pay ordinary course post-petition
expenses without seeking court authority.
    
Fedders president and chief executive officer Michael Giordano
said he was pleased with the Court's approval of its "first-day"
orders and new financing.
    
"We expect the new financing to provide adequate funding for our
supplier and employee obligations going forward," Mr. Giordano
said, noting that the company has been in contact with many of its
customers and suppliers, who have indicated that they will support
Fedders during the restructuring process.
    
Headquartered in Liberty Corner, New Jersey and founded in 1896,  
Fedders Corporation (OTC: FJCC) -- http://www.fedders.com/--  
manufactures air treatment products, including air conditioners,
furnaces, air cleaners and humidifiers for residential, commercial
and industrial markets.  The company filed for Chapter 11
protection on Aug. 22, 2007, (Bankr. D. Del. Case No.: 07-11182).  
Its Debtor-affiliates filed for separate Chapter 11 cases.  Norman
L. Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represents the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from its creditors, it listed total assets of
$186,300,000 and total debts of $322,000,000.


FIRST MAGNUS: Wants to Hire Greenberg Traurig as Counsel
--------------------------------------------------------
First Magnus Financial Corporation seeks authority from
the U.S. Bankruptcy Court for the District of Arizona in
Tucson to employ Greenberg Traurig, LLP as its general
bankruptcy counsel.

Gurpreet S. Jaggis, president and chief executive officer of
First Magnus, says that aside from its extensive resources and
experience, Greenberg is also familiar with the Debtor's
operations and intentions for conclusion of its bankruptcy case.    

Mr. Jaggis adds that the Debtor expects Greenberg:

   * to provide legal advice with respect to the debtor's powers  
     and duties as a debtor-in-possession in the    management of  
     its assets;

   * to prepare applications, motions, answers, orders, reports
     and other legal papers on behalf of the Debtor;

   * to appear in and protect before the Court the Debtor's          
     interests

   * to assist with any disposition the Debtor's assets by          
     sale or otherwise; and

   * to perform all other legal services for the debtor which may  
     be necessary and proper in the proceedings

In exchange for their services, the Debtor will pay Greenberg on
an hourly basis, Mr. Jaggis says. The lawyers and paralegals
designated to render services to the Debtor and their current
minimum rates per hour are:

   John R. Clemency        $475 per hour
   James P.S. Leshaw       $610 per hour
   Todd A. Burgess         $350 per hour
   Tajudeen O. Oladiran    $300 per hour
   Daniel Gold             $295 per hour
   Celi S. Aguilar         $205 per hour
   Susan S. Vasquez        $175 per hour

Other attorneys and paralegals may render services to First
Magnus as need.  Generally, the firm's hourly rates are:

   Shareholders            $300 - $900
   Associates              $150 - $490
   Legal assistants         $50 - $260

Mr. Jaggis further says that in accordance with the engagement,
Greenberg received a retainer amounting to $400,000 before the
Petition Date, a portion of which had been used for prepetition
services it rendered to the Debtor.  Aside from the retainer, the
firm also received $150,000 on account of its prepetition
restructuring services to the Debtor.

John R. Clemency, Esq., a partner at Greenberg, says that
Greenberg has in the past represented and presently represents
certain parties-in-interest, including First Magnus secured
lenders like Countrywide Home Loans, Inc., Merrill Lynch
International, Washington Mutual, Wells Fargo Bank, N.A., in
matters unrelated to Chapter 11 case.  Mr. Clemency adds,
however, that Greenberg does not hold or represent any interest
adverse to the Debtor, its creditors, or any other party-in-
interest.

Mr. Clemency assures the Court that Greenberg Taurig is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code, as modified by Section 1107(b).

Headquartered in Tucson, Arizona, First Magnus Financial
Corporation
-- http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.
The company filed for chapter 11 protection on August 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  When the Debtor filed
for bankruptcy, it listed total assets of $942,109,860 and total
debts of $812,533,046.  The Debtor's exclusive period to file a
plan expires on Dec. 19, 2007.  (First Magnus Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FIRST MAGNUS: U.S. Trustee Sets Section 341 Meeting on Oct. 11
--------------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14, will
convene a meeting of First Magnus Financial Corporation's
creditors on October 11, 2007, 12:00 p.m., at the U.S. Trustee
Meeting Room, James A. Walsh Court, 38 S. Scott Ave., St. 140, in
Tucson.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.  All creditors are invited,
but not required, to attend.

This Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtor under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

Headquartered in Tucson, Arizona, First Magnus Financial
Corporation
-- http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.
The company filed for chapter 11 protection on August 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq.,
at Greenberg Traurig LLP is the proposed counsel for the Debtor.
When the Debtor filed for bankruptcy, it listed total assets of
$942,109,860 and total debts of $812,533,046.  The Debtor's
exclusive
period to file a plan expires on Dec. 19, 2007.  (First Magnus
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


FRIENDLY ICE: Extends Tender Offer Period for 8-3/8% Notes
----------------------------------------------------------
Friendly Ice Cream Corporation has extended the period
of its cash tender offer for any and all of its outstanding
$175,000,000 aggregate principal amount of 8-3/8% Senior Notes due
2012, until 5:00 p.m., New York City time, on Aug. 29, 2007.

All references to the "Expiration Time" in the Offer to Purchase
and Consent Solicitation Statement, dated July 26, 2007, and the
related Consent and Letter of Transmittal shall be deemed to be
references to the New Expiration Time.  

The other terms and conditions of the tender offer remain
unchanged.  The company expects payment to be made on or about
Aug. 30, 2007.  

The company may further extend the period of the tender offer at
its sole discretion.
    
The previous Expiration Time in the Offer to Purchase and
Consent Solicitation Statement was 12:00 midnight, New York City
time, on Aug. 22, 2007.  As of 12:00 midnight, New York City time,
on Aug. 22, 2007, $162,199,000 in aggregate principal amount of
Notes was tendered pursuant to the tender offer.

The consent solicitation was completed on Aug. 8, 2007.  As of the
expiration of the consent period at 5:00 P.M., New York City time,
on Aug. 8, 2007, tendered Notes may no longer be withdrawn.  
   
On June 17, 2007, the company entered into an Agreement and Plan
of Merger by and among the company, Freeze Operations Holding
Corp. and Freeze Operations Inc., a wholly owned subsidiary of
Parent, pursuant to which, subject to the satisfaction or waiver
of the conditions therein, Merger Sub will merge with and into the
Company, with the company continuing as the surviving corporation
of the Merger.

The company will not be required to purchase any of the Notes
tendered nor pay any consent payments unless certain conditions
have been satisfied, including the closing of the Merger.

The closing of the Merger is anticipated to occur on Aug. 30,
2007.  The completion of the tender offer and the consent
solicitation is not a condition to the consummation of the Merger.
        
Barclays Capital Inc. is the dealer manager and solicitation agent
for the tender offer and consent solicitation.  Questions
regarding the tender offer and consent solicitation should be
directed to Barclays Capital Inc. at (212) 412-4072 (collect) or
(866) 307-8991 (toll-free).

Requests for documents should be directed to the Information Agent
for the tender offer and consent solicitation, at:

     Georgeson Inc.
     17 State Street, 10th Floor,
     New York, NY 10004
     Tel (888) 605-7583 (toll-free)
         (212) 440-9800

Friendly Ice Cream Corporation -- http://www.friendlys.com/--
(AMEX: FRN) is a vertically integrated restaurant company serving
signature sandwiches, entrees and ice cream desserts in a
friendly, family environment in 515 company and franchised
restaurants throughout the Northeast United States.  The company
also manufactures ice cream, which is distributed through more
than 4,000 supermarkets and other retail locations.  With a 72-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.
                           
In its July 1, 2007 balance sheet, Friendly Ice Cream Corporation
reported total assets of $213.7 million and total liabilities of
$346.4 million resulting in a total stockholders' deficit of
$132.7 million.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2007,
Standard & Poor's Ratings Services said that its ratings,
including the 'B-' corporate credit rating, Friendly Ice Cream
Corp. remain on CreditWatch with developing implications.


GAP INC: Authorizes Additional $1.5 Billion Share Repurchase
------------------------------------------------------------
Gap Inc.'s board of directors has authorized an additional
$1.5 billion for the company's ongoing share repurchase program,
underscoring the company's commitment to return excess cash to
shareholders.  With this announcement, the company's repurchase
authorizations total $5.75 billion since October of 2004.

In connection with this authorization, Gap Inc. also entered into
purchase agreements with individual members of the Fisher family
whose ownership represents approximately 17% of the company's
outstanding shares.  Multiple Fisher family members and entities
currently own approximately 34% of Gap Inc. shares.  

The company expects that about $250 million (approximately 17%) of
the $1.5 billion share repurchase program will be purchased from
these Fisher family members.  The shares will be purchased each
month at the same weighted average market price that the company
is paying for share repurchases in the open market.  The company
notes that the overall percentage of the company's stock held by
the Fisher family could fluctuate up or down or remain the same.

"Today's announcement reflects Gap Inc.'s strong cash generation
and ongoing commitment to return excess cash to shareholders,"
said Byron Pollitt, executive vice president and chief financial
officer of Gap Inc.  "Members of the Fisher family have
periodically sold stock since the company's initial public
offering in 1976 in the normal course of investor diversification.
The Fishers hold three seats on our Board of Directors and remain
active in their roles as shareholders and directors in ensuring
the company achieves its long-term objectives."

During the second quarter of fiscal year 2007, the company
purchased 11 million shares for approximately $200 million,
thereby completing a $750 million share repurchase authorization
which was announced in August 2006.  In total, the company has
repurchased about 215 million shares for $4.25 billion since
October 2004.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its
international presence with franchise agreements for Gap and
Banana Republic inSoutheast Asia and the Middle East.

At Aug. 4, 2007, the company's consolidated balance sheet showed
$9.07 billion in total assets, $3.82 billion in total liabilities,
and $5.25 billion in total shareholders' equity.

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default
Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+'
from 'BBB-'.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  S&P said the outlook is stable.


GAP INC: Net Earnings Increases 19% to $152 Million in Second Qtr.
------------------------------------------------------------------
Gap Inc. reported on Aug. 23, 2007, that net earnings for the
second quarter, which ended Aug. 4, 2007, increased 19% to
$152 million, compared with $128 million for the second quarter of
last year.

Second quarter net sales were down 1 percent to $3.69 billion,
compared with $3.71 billion for the second quarter of last year.
Due to the 53rd week in fiscal year 2006, second quarter 2007
comparable store sales are compared with the thirteen weeks ended
Aug. 5, 2006. On this basis, comparable store sales decreased 5
percent, compared with a decrease of 5 percent as reported for the
second quarter of 2006.  The company's online sales for the second
quarter increased 26 percent to $172 million, compared with
$136 million for the second quarter of last year.

"During the second quarter, we made solid progress stabilizing our
business, streamlining our organization and importantly, hiring
our new chairman and chief executive officer, Glenn Murphy," said
Bob Fisher, a member of Gap Inc.'s Board of Directors.  "I am
confident that under Glenn's leadership and the creative direction
set by our brand presidents, we will continue to make improvements
to the business and deliver improved returns to our shareholders."

"I want to thank Bob for his leadership in taking the necessary
first steps towards stabilizing the business, said Glenn Murphy,
chairman and chief executive officer of Gap Inc.  "We have a lot
of work ahead of us, but we have great brands with enormous
potential, and I feel confident that our creative talent and
dedicated store employees will help fuel our progress."

      Update on the Discontinued Operation of Forth & Towne

Beginning with the second quarter of fiscal year 2007, Forth &
Towne is recognized as a discontinued operation.  For the first
half of 2007, the company eliminated about 550 Forth & Towne
positions.  The pre-tax loss related to the discontinued operation
of Forth & Towne for the second quarter of fiscal 2007 was
approximately $9 million and for the first half of 2007 was
approximately $54 million.

         Update on Gap Inc.'s Cost Reduction Initiatives

As part of the company's efforts to streamline operations, the
company eliminated about 1,200 positions, excluding Forth & Towne,
in the second quarter of fiscal year 2007 and, as a result,
recognized approximately $20 million of expenses on a pre-tax
basis, the majority of which are related to severance payments.

For the first half of 2007, Gap Inc. eliminated about 1,600
positions, excluding Forth & Towne.  These cost reduction
initiatives resulted in approximately $25 million of expenses on a
pre-tax basis during this time period, the majority of which are
related to severance benefits to employees at the company's
headquarters.

In total, the company has eliminated about 2,200 positions during
the first half of 2007, of which about one-third were open
positions.  At this point, the majority of the company's currently
planned headcount eliminations are complete.  Based on the actions
taken in the first half of fiscal year 2007, the total annualized
cost savings from the filled positions eliminated is expected to
be about $100 million on a pre-tax basis.

At Aug. 4, 2007, the company's consolidated balance sheet showed
$9.07 billion in total assets, $3.82 billion in total liabilities,
and $5.25 billion in total shareholders' equity.

                          About Gap Inc.

Gap Inc. (NYSE: GPS) -- http://www.gapinc.com/-- is an
international specialty retailer offering clothing, accessories
and personal care products for men, women, children and babies
under the Gap, Banana Republic, Old Navy, Forth & Towne and
Piperlime brand names.  Gap Inc. operates more than 3,100 stores
in the United States, the United Kingdom, Canada, France, Ireland
and Japan.  In addition, Gap Inc. is expanding its
international presence with franchise agreements for Gap and
Banana Republic inSoutheast Asia and the Middle East.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2007,
Fitch has downgraded its ratings on The Gap Inc.'s Issuer Default
Rating to 'BB+' from 'BBB-' and Senior unsecured notes to 'BB+'
from 'BBB-'.  The Rating Outlook is Negative.

As reported in the Troubled Company Reporter on Nov. 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured ratings on San Francisco-based The Gap Inc.
to 'BB+' from 'BBB-'.  S&P said the outlook is stable.


GE COMMERCIAL: Loan Defeasance Cues S&P to Lift Low-B Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on four
raked classes of commercial mortgage pass-through certificates
from GE Commercial Mortgage Corp.'s series 2004-C3 to 'AAA'.
     
The upgrades reflect the full defeasance of the Strategic Hotel
portfolio loan, which has a current whole-loan balance of
$199.7 million.  The loan was participated into four pari passu
pieces, $80.0 million of which serves as trust collateral.  The  
trust portion is divided into a senior $47.9 million pooled
component and a subordinate $32.1 million nonpooled component.  
The subordinate note is the sole source of cash flow for the
upgraded classes.
     
On Aug. 23, 2007, the real estate collateral securing the loan was
replaced with defeasance collateral that meets Standard & Poor's
criteria.  The defeasance collateral will provide a revenue stream
that will be sufficient to pay each scheduled principal and
interest payment when due through April 1, 2011, the loan's
permitted prepayment date, which is three months before the loan's
maturity date.
    

                        Ratings Raised
  
                   GE Commercial Mortgage Corp.
          Commercial mortgage pass-through certificates
                          series 2004-C3

                                 Rating
                                 ------
                     Class    To         From
                     -----    --         ----
                     SHP-1    AAA        BBB-
                     SHP-2    AAA        BB+
                     SHP-3    AAA        BB+
                     SHP-4    AAA        BB


GENERAL DATACOMM: Unit Gets $4.5 Million Fund from Atlas Partners
-----------------------------------------------------------------
A wholly owned subsidiary of General DataComm Industries Inc.
obtained a $4.5 million first mortgage loan from Atlas Partners
Mortgage Investors LLC, an affiliate of Atlas Partners LLC.

The loan was secured by a first mortgage lien on GDC's
headquarters facility, a 340,000 square foot, four-story office
and light industrial facility on 11+ acres of land located in
downtown Naugatuck, CT.  The interest-only loan for a term of two
years, with a borrower-option for a third year, was provided by
Atlas Partners Mortgage Investors with no financial covenants and
no third-party guarantees and is secured by real estate only.

The loan proceeds were primarily used by GDC to repay and replace
an existing senior secured loan, thereby allowing GDC to take
advantage of a $1.5 million loan prepayment incentive.  In
addition, the new mortgage loan's lower debt service payments will
increase available cash flow for GDC's operations.

                       About Atlas Partners

Atlas Partners Mortgage Investors LLC is a real estate lender that
is collateral focused, providing loans secured by first mortgages
on real estate owned by operating businesses.  The loans are
collateral based and the underwriting is based on the value of the
real estate, with no regard for either the credit or cash flow of
the owning company.  It is controlled by Atlas Partners LLC --
http://atlaspartners.com/

                      About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- is a provider of    
networking and telecommunications products, services and
solutions.  The company designs, assembles, markets, installs and
maintains products that enable telecommunications common carriers,
corporations, and governments to build, improve and more cost
effectively manage their global telecommunications networks.  The
company and its debtor-affiliates filed for chapter 11 protection
on Nov. 2, 2001.  On Sept. 15, 2003, General DataComm Industries,
Inc., emerged from bankruptcy.

                        Going Concern Doubt

Eisner LLP in New York expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2006, and 2005.  The auditing firm cited
that the company has both a working capital and stockholders'
deficit at Sept. 30, 2006, has limited ability to obtain new
financing, and has defaulted under its senior secured debt.

At Dec. 31, 2006, the company's balance sheet showed $8,958,000 in
total assets and $44,915,000 in total liabilities, resulting in a
$35,957,000 total stockholders' deficit.


GERDAU AMERISTEEL: Chaparral Steel Merger Waiting Period Expires
----------------------------------------------------------------
Gerdau Ameristeel Corporation and Chaparral Steel Company
disclosed that the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended, in connection with
the Agreement and Plan of Merger signed by Gerdau Ameristeel,
Chaparral and certain other parties, expired at 11:59 p.m.
(Eastern Time) on Aug. 22, 2007 without action by either the
Federal Trade Commission or the Department of Justice.

Expiration of the HSR waiting period without action by such
regulators is a condition to completion of the proposed merger.
The consummation of the merger remains subject to other customary
conditions, including adoption of the Agreement and Plan of
Merger by Chaparral's stockholders.

                      About Chaparral Steel

Headquartered in Midlothian, Texas, Chaparral Steel Company
(NASDAQ: CHAP) -- http://www.chapusa.com/-- is a producer of
structural steel products in North America and also a major
producer of steel bar products.  It operates two mini-mills, one
located in Midlothian, Texas, and the other located in Dinwiddie
County, Virginia.  The company has approximately 1,400 employees
and an annual installed capacity of 2.9 million metric tons.

                     About Gerdau Ameristeel

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation --
http://www.gerdauameristeel.com/-- (NYSE: GNA, TSX: GNA) is a  
minimill steel producer in North America with annual manufacturing
capacity of over 9 million tons of mill finished steel products.  
Through its vertically integrated network of 17 minimills
(including one 50%-owned joint venture minimill), 17 scrap
recycling facilities and 51 downstream operations (including seven
joint venture fabrication facilities), Gerdau Ameristeel serves
customers throughout North America.  The company's products are
generally sold to steel service centers, to steel fabricators, or
directly to original equipment manufacturers for use in a variety
of industries, including construction, automotive, mining,
cellular and electrical transmission, metal building manufacturing
and equipment manufacturing.  The company is a subsidiary of
Brazil's Gerdau SA.

                          *     *     *

As reported in the Troubled Company Reporter on July 13, 2007,
Moody's Investors Service placed these ratings of Gerdau
Ameristeel Corporation under review for possible downgrade: Ba1
probability of default rating, placed on review for possible
downgrade; Ba1 corporate family rating, placed on review for
possible downgrade, Ba1; and senior unsecured regular
bond/debenture, placed on review for possible downgrade, Ba2, LGD5
74%.


GLOBAL PAYMENT: Posts $1.6 Million Net Loss in Qtr. Ended June 30
-----------------------------------------------------------------
Global Payment Technologies Inc. reported on Aug. 20, 2007, its
fiscal 2007 third-quarter results.

Net loss for the third quarter ended June 30, 2007 was
$1.6 million, as compared with a net loss of $1.9 million in the
comparative prior-year period.  The decrease in net loss was due
to an increase in gross profit and a decrease in operating
expenses, partly offset by a $108,000 equity in income of
unconsolidated affiliates recorded in the thrid quarter ended June
30, 2006, versus none in the 2007 quarter.

Net sales decreased by 2.0%, or $62,000, to $3.1 million in the
three months ended June 30, 2007, as compared with $3.2 million  
in the comparative prior-year period.  This sales decrease was
primarily due to $259,000 decreased sales to the beverage and
vending market partially offset by increased sales to the gaming
market.  Last year's sales included special incentives to
customers in order to reduce inventory levels in the company's
Aurora product.  Beverage and vending sales for the three months
ended June 30, 2007, were $433,000, or 13.6% of sales, as compared
with $692,000, or 21.9% of sales, in the prior year period.  
Gaming sales for the three months ended June 30, 2007, were
$2.7 million, or 86.0% of sales, as compared with $2.5 million, or
78.1% of sales, in the prior year period.

Net sales decreased by 11.1%, or $1.2 million to $9.9 million in
the nine months ended June 30, 2007, as compared with
$11.1 million in the comparative prior-year period.  This sales
decrease was primarily due to $1.2 million decreased sales to the
beverage and vending market.  Last year's sales included special
incentives to customers in order to reduce inventory levels in the
company's Aurora product.  Beverage and vending sales for the nine
months ended June 30, 2007, were $1.5 million, or 15.1% of sales,
as compared with $2.7 million, or 24.1% of sales, in the prior
year period.  Gaming sales for the nine months ended June 30,
2007, were $8.4 million, or 84.9% of sales, as compared with
$8.4 million, or 75.9% of sales, in the prior year period.

Net loss for the nine months ended June 30, 2007, was
$4.2 million, as compared with a net loss of $3.2 million in the
comparative prior-year period.

With respect to the provision for income taxes, for the three
months ended June 30, 2007, the effective rate was 0.9% as
compared with 0.1% in the prior-year period.  The company provided
a full valuation allowance against its deferred income tax assets
in the fourth quarter of fiscal 2003 and continues to provide a
full valuation allowance at June 30, 2007.  The valuation
allowance is subject to adjustment based upon the company's
ongoing assessment of its future taxable income and may be wholly
or partially reversed in the future.

William McMahon, GPT president and chief executive officer,
stated, "In order for GPT to compete effectively in the casino and
vending markets, new products must be developed and the company
has continued to invest in research and development to produce new
currency validators.

"We have introduced the new Falcon product line; a faster vending
and beverage machine, which is also targeted to the payment
systems markets.  Customer response to the new product has been
positive and we will continue to pursue additional sales in this
market.

"We have substantially completed the outside development costs for
our new casino grade validator and anticipate introducing this
product later this year.

"At June 30, the company relocated its office and production
facilities, reducing its costs by approximately $300,000 annually.
The company continues to look for opportunities to reduce costs,
while continuing to provide the necessary service and support our
customers have come to expect.

At June 30, 2007, the company's consolidated balance sheet showed
$9.1 million in total assets, $4.1 million in total liabilities,
and $5.0 million in total shareholders' 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?22e4

                       Going Concern Doubt

As of June 30, 2007, the company had $1.2 million outstanding on
the line of credit with Laurus.  The company was able to extend
the line of credit with Laurus until November 2007, but the
extension did not provide additional liquidity.  The company is in
the process of negotiating a replacement line.  If the company
cannot replace its line of credit with Laurus, it may be required
to repay all amounts due to them.  The company is developing new
products for its market and will need to obtain additional capital
in order to continue to fund its development costs and capital
expenses related to tooling and marketing.  These conditions raise
substantial doubt about the company's ability to continue as a
going  concern.  

                       About Global Payment

Headquartered in Bohemia, New York, Global Payment Technologies
Inc. (NasdaqCM: GPTX) -- http://www.gptx.com/-- is a designer,  
manufacturer, and marketer of automated currency acceptance and
validation systems used to receive and authenticate currencies in
a variety of payment applications worldwide.  GPT's proprietary
and patented technologies are among the most advanced in the
industry.


GSC ABS: Fitch Assigns Low-B Ratings on Three Note Classes
----------------------------------------------------------
Fitch has affirmed five classes and downgraded four classes of
notes issued by GSC ABS CDO 2006-2m, Ltd./Corp.  Fitch has also
removed three classes of notes from Rating Watch Negative.  These
rating actions are effective immediately:

  -- $0 class A-1A notes affirmed at 'AAA';
  -- $125,000,000 class A-1B notes affirmed at 'AAA';
  -- $13,500,000 class A-2 notes affirmed at 'AAA';
  -- $56,500,000 class B notes affirmed at 'AA';
  -- $14,500,000 class C notes affirmed at 'AA-';
  -- $22,500,000 class D notes downgraded to 'A-' from 'A';
  -- $21,000,000 class E notes downgraded to 'BB' from 'BBB',
     removed from RWN;
  -- $4,718,616 class F notes downgraded to 'B' from 'BB+',
     removed from RWN;
  -- $4,718,616 class G notes downgraded to 'B-' from 'BB',
     removed from RWN.

GSC 2006-2m is an arbitrage cash flow collateralized debt
obligation, with hybrid features, which closed on May 31, 2006.  
The portfolio is managed by GSC Group who maintains a CDO asset
manager rating of 'CAM2' for structured finance CDOs.  GSC 2006-2m
is composed of 82.97% residential mortgage-backed securities,
6.62% commercial mortgage-backed securities, and 9.47% CDOs.  The
class A-1A is structured as delayed draw notes.  On July 12, 2007,
classes E, F and G notes were placed on Rating Watch Negative
because of negative migration of subprime RMBS assets in the
portfolio.  Included in this review, Fitch discussed the current
state of the portfolio with the asset manager.  Fitch also
conducted cash flow modeling for various default timing, interest
rate scenarios, and prepayment assumptions to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Approximately 67.01% of the portfolio is 2005-2007 Vintage
Subprime collateral.  As of the most recent trustee report on July
30, 2007, the weighted average coupon of 5.92 is passing the
covenant of 5.75 and the weighted average spread of 2.05 is
passing the covenant of 1.97.  Since the class B and C notes were
placed on Rating Watch Negative on July 12, 2007, 9.53% of the
total portfolio has experienced negative credit migration and
approximately 1.67% is on Rating Watch Negative.

The ratings of the classes A-1A, A-1B, A-2, B and C notes address
the likelihood that investors will receive full and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the classes D, E, F and G notes
address the likelihood that investors will receive ultimate and
compensating interest payments, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.


GSC ABS: Fitch Junks Ratings on Two Note Classes
------------------------------------------------
Fitch has affirmed one class of notes, downgraded five classes,
and placed three classes of notes issued by GSC ABS CDO 2006-4u,
Ltd. on Rating Watch Negative.  These rating actions are effective
immediately:

  -- $0 class A-S1VF notes affirmed at 'AAA';
  -- $85,000,000 class A1 notes downgraded to 'AA' from 'AAA',
     placed on Rating Watch Negative;
  -- $45,000,000 class A2 notes downgraded to 'A' from 'AA',
     placed on Rating Watch Negative;
  -- $45,000,000 class A3 notes downgraded to 'BB' from 'A',
     placed on Rating Watch Negative;
  -- $33,000,000 class B notes downgraded to 'CCC' from 'BBB',
     remains on Rating Watch Negative;
  -- $10,000,000 class C notes downgraded to 'CC' from 'BB+',
     remains on Rating Watch Negative.

GSC 2006-4u is a hybrid cash and synthetic arbitrage
collateralized debt obligation, which closed on Oct. 6, 2006.  The
portfolio is managed by GSC Group who maintains a CDO asset
manager rating of 'CAM2' for structured finance CDOs.  GSC 2006-4u
is composed of 94.28% residential mortgage-backed securities,
0.84% commercial mortgage-backed securities, and 4.88% CDOs.  On
July 12, 2007, class B and class C notes were placed on Rating
Watch Negative because of negative migration of subprime RMBS
assets in the portfolio.  Included in this review, Fitch discussed
the current state of the portfolio with the asset manager.  Fitch
also conducted cash flow modeling for various default timing,
interest rate scenarios, and prepayment assumptions to measure the
breakeven default rates going forward relative to the minimum
cumulative default rates required for the rated liabilities.

Approximately 92.50% of the portfolio is 2005-2007 Vintage
Subprime collateral.  As of the most recent trustee report on July
31, 2007, the Fitch weighted Average Rating Factor of 6.70 is
failing the covenant of 6.00.  The class B overcollateralization
test and class C interest diversion tests at 102.5% and 101.0%,
respectively are failing the covenants of 103.0% and 102.5%.  As a
result of the test failures, the structure is delevering and on
the Aug. 6, 2007 payment date, there was a $1.9 MM reduction of
the Commitment Amount by deposit to the GIC.  Additionally, there
is $290,140 in unpaid class C interest.  Since the class B and C
notes were placed on Rating Watch Negative on July 12, 2007, 9.26%
of the total portfolio has experienced negative credit migration
and approximately 1.23% is on Rating Watch Negative.

The ratings of the class A-S1VF notes, class A1 notes and class A2
notes address the likelihood that investors will receive full and
timely payments of interest, as per the governing documents, as
well as the aggregate outstanding amount of principal by the
stated maturity date.  The ratings of the class A3, class B and
class C notes address the likelihood that investors will receive
ultimate and compensating interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.

Fitch believes that this subprime exposure, along with credit
deterioration in the portfolio has increased the risk profile of
classes A1, A2, A3, B, and C notes. This rating analysis also
incorporated Fitch's revised methodology for rating structured
finance CDOs.


HAWAIIAN TELCOM: Operational Difficulties Cue S&P's Neg. Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Honolulu-based Hawaiian Telcom Communications Inc. to negative
from stable because of continuing operational difficulties.  S&P
affirmed all ratings on the company, including the 'B-' corporate
credit rating.
      
"Ongoing billing and back-office system delays, combined with
heightened competition in Hawaii for voice and data
telecommunication services, resulted in greater-than-expected
residential voice access-line and digital subscriber line losses
in the second quarter of 2007," said Standard & Poor's credit
analyst Susan Madison.  Consequently, revenue and EBITDA were
lower than expected.
     
Residential voice access lines declined 11.5% annually and 3.4%
sequentially during the second quarter, reflecting an acceleration
from the first quarter's line losses of 10.6% and 3.1%,
respectively.  The company attributed some of the line losses to
billing and operational problems associated with the development
of stand-alone back-office systems.  Additionally, it is likely
that Hawaiian Telcom, as with all wireline operators, will
continue to lose customers to wireless competition.  Nevertheless,
the continued erosion in residential lines is largely due to
competition from the rival telephone service offered by the
incumbent cable operator, Oceanic Time Warner Cable, and this
pressure is unlikely to abate anytime soon.
     
Unlike other incumbent local exchange carriers that have been able
to offset most of their revenue decline from voice access-line
losses with growth in DSL services, Hawaiian Telcom's second-
quarter DSL revenues declined 14.5% year over year because of
anemic line growth and significant price discounting in response
to competitive pressures, as well as billing and back-office
issues.  As a result of poor wireline performance, total revenues
for the period declined 5% year over year, and EBITDA from
continuing operations (adjusted for one-time transition and
contingency expenses associated with the back-office build)
declined about 6% sequentially.  Given the second quarter's
performance, management does not expect to achieve its prior
guidance of consolidated EBITDA of $225 million for 2007.
     
Hawaiian Telcom is the incumbent local exchange carrier providing
integrated telephone service communications services to about
581,000 switched access lines in Hawaii.  The ratings reflect
concerns regarding the delayed development of back-office
infrastructure, which has hurt the company's profitability and its
ability to compete in an increasingly competitive marketplace, and
its highly leveraged financial profile.  Tempering factors include
its incumbent position as a telephone provider in Hawaii and
adequate liquidity.  Debt outstanding at June 30, 2007, totaled
about $1.4 billion.


INTERDENT INC: Liquidity Concerns Cue S&P to Cut Rating to "B-"
---------------------------------------------------------------
Standard & Poor's Rating Services lowered its corporate credit
rating on dental practice management services provider InterDent
Inc., the parent company of InterDent Service Corp., to 'B-' from
'B'.  The outlook is negative.
     
At the same time, Standard & Poor's lowered its senior secured
debt rating on InterDent Service Corp.'s $80 million second-lien
senior secured notes due in 2011 to 'B-' from 'B'.  S&P also
assigned the notes a recovery rating of '4', indicating the
expectation for average recovery (30% to 50%) in the event of
default.
     
The rating action reflects increased concern regarding the
company's liquidity position and a covenant violation at June 30,
2007, as well as deteriorating operating margins.  "Despite some
growth in revenues, InterDent demonstrated weaker-than-expected
operating performance in the most recent quarter due to a number
of reasons," explained Standard & Poor's credit analyst Rivka
Gertzulin.  Some of the factors included consulting and management
fees, low dentist utilization, continued dentist turnover, and
increased health care expenses.


ION MEDIA: Recapitalization Cuts Obligations by $187 Million
------------------------------------------------------------
ION Media Networks Inc. has completed the recapitalization of its
balance sheet pursuant to its May 3, 2007, agreement with an
affiliate of Citadel Investment Group L.L.C.

This transaction increases the company's financial flexibility,
enabling it to proceed with the implementation of its growth
plans.  The recapitalization reduces the company's balance sheet
obligations by $187 million, as of June 30, 2007, pro forma
for the transactions, and provides $115 million of cash funding
from Citadel.

Further, Citadel has sponsored the company's effort to go private
by acquiring approximately 87% of the outstanding Class A common
shares that Citadel did not own or have a right to acquire in a
tender offer earlier this year.

The company expects to complete the deregistration and delisting
of its Class A common shares in the coming months, pending Federal
Communications Commission approval of Citadel's acquisition of the
company's super-voting Class B common stock.

"This transaction completes our corporate finance objectives,
giving the company financial runway and streamlined ownership
under Citadel Investment Group," Brandon Burgess, CEO of ION Media
Networks, said.  "Now we will turn our full attention to growing
the business with programming and marketing initiatives for the
ION Television Network, well as nurturing our digital networks and
mobile television plans."

The company closed the exchange offer and consent solicitation
that it launched on June 8, 2007, and issued $461.9 million of
11% Series A Mandatorily Convertible Senior Subordinated Notes
due 2013 and $34.1 million aggregate liquidation preference of
Series B Mandatorily Convertible Preferred Stock to former holders
of its 13-1/4% Cumulative Junior Exchangeable Preferred Stock and
9-3/4% Series A Convertible Preferred Stock.

Including shares exchanged by Citadel, holders of 90.6% of the 14-
1/4% Preferred Stock and 99.6% of the 9_% Preferred Stock
exchanged their shares for the newly issued securities and
consented to the amendments to the terms of the Senior Preferred
Stock.

As a result of these amendments, the terms of office of the four
directors previously elected to the company's board by the holders
of the Senior Preferred Stock were concluded.

The recapitalization included a series of related exchange
transactions pursuant to the terms of the May 3, 2007, agreement,
the completion of which is described in the company's Current
Report on Form 8-K, dated Aug. 21, 2007, which should be reviewed
in full for detailed information concerning these elements of the
recapitalization.

                         About ION Media

Headquartered in West Palm Beach, Florida, ION Media Networks Inc.  
(AMEX: ION) -- http://www.ionmedia.tv/-- owns and operates a    
broadcast television station group and ION Television, reaching
over 90 million U.S. television households via its nationwide
broadcast television, cable and satellite distribution systems.  
ION Television currently features popular television series and
movies from the award-winning libraries of Warner Bros., Sony
Pictures Television, CBS Television and NBC Universal.  In
addition, the network has partnered with RHI Entertainment, which
owns over 4,000 hours of acclaimed television content, to provide
high-quality primetime programming beginning July 2007.  

ION Media Networks has launched several new digital TV brands,
including qubo, a television and multimedia network for children
formed in partnership with Scholastic, Corus Entertainment,
Classic Media and NBC Universal, as well as ION Life, a television
and multimedia network dedicated to health and wellness for
consumers and families.

As reported in the Troubled Company Reporter on July 10, 2007, Ion
Media Networks Inc.'s balance sheet at March 31, 2007, showed
$1.05 billion in total assets, $2.07 billion in total liabilities,
$881.1 million in mandatorily redeemable and convertible preferred
stock, and $6.9 million in contingent class B common stock and
stock option purchase obligations, resulting in a $1.9 billion
total stockholders' deficit.

                          *     *     *

As reported in the Troubled Company Reporter on May 9, 2007,
Standard & Poor's Ratings Services placed its ratings on Ion Media
Networks Inc., including the 'CCC+' corporate credit rating, on
creditwatch with developing implications.  The creditwatch
placement follows Ion's announcement that it entered into an
agreement with Citadel Investment Group LLC and NBC Universal Inc.
for a comprehensive recapitalization of Ion.


J.P. MORGAN: Moody's Rates $41 Mil. Class L Certificates at Ba1
---------------------------------------------------------------
Moody's Investors Service assigned definitive ratings to
securities issued by J.P. Morgan Chase Commercial Mortgage
Securities Trust 2007-FL1.  The provisional ratings issued on
Aug. 9, 2007 have been replaced with these definitive ratings:

-- Class A-1, $989,051,000, rated Aaa
-- Class A-2, $243,141,000, rated Aaa
-- Class X-1, $1,648,417,577*, rated Aaa
-- Class X-2, $1,648,417,577*, rated Aaa
-- Class B, $57,695,000, rated Aa1
-- Class C, $41,210,000, rated Aa2
-- Class D, $39,150,000, rated Aa3
-- Class E, $47,392,000, rated A1
-- Class F, $32,968,000, rated A2
-- Class G, $32,969,000, rated A3
-- Class H, $45,331,000, rated Baa1
-- Class J, $41,211,000, rated Baa2
-- Class K, $37,089,000, rated Baa3
-- Class L, $41,210,577, rated Ba1
-- Class RS-1, $22,644,000, rated Aa3
-- Class RS-2, $24,326,000, rated A1
-- Class RS-3, $29,529,000, rated A2
-- Class RS-4, $21,114,000, rated A3
-- Class RS-5, $29,223,000, rated Baa1
-- Class RS-6, $25,091,000, rated Baa2
-- Class RS-7, $14,399,805, rated Baa3

*Approximate notional amount


JP MORGAN: S&P Affirms Low-B Ratings on Six Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on 23
classes of commercial mortgage pass-through certificates from J.P.
Morgan Chase Commercial Mortgage Securities Corp.'s series 2004-
CIBC10.
     
The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.
     
As of the Aug. 13, 2007, remittance report, the collateral pool
consisted of 201 loans with an aggregate trust balance of
$1.9 billion, down slightly from 202 loans with a $2.0 billion
balance at issuance.  Excluding the defeased collateral portion of
the pool ($295 million, 16%), Capmark Finance Inc., the master
servicer, reported financial information for slightly less than
100% of the pool.  Ninety-six percent of the servicer-reported
information was full-year 2006 financial data.  Based on this
information, Standard & Poor's calculated a weighted average debt
service coverage of 1.54x, compared with 1.50x at issuance.  All
of the loans in the pool are current, and no loans are with the
special servicer. To date, the trust has not experienced any
losses.
     
The top 10 loans secured by real estate have an aggregate
outstanding balance of $398.1 million (21%) and a weighted average
DSC of 1.54x, up from 1.47x at issuance.  The largest loan in the
pool is on the watchlist and discussed below.  Standard & Poor's
reviewed property inspections provided by the master servicer for
all of the assets underlying the top 10 loans.  One of the
properties was characterized as "excellent," while the remaining
collateral was characterized as "good."
     
Capmark reported a watchlist of 28 loans with an aggregate
outstanding balance of $236.3 million (12%).  Continental Plaza
($88 million, 5%) is the largest loan on the watchlist and the
largest loan in the pool secured by real estate.  The loan is
secured by a 639,315-sq.-ft. office property in Hackensack, New
Jersey, which includes three class B office towers, a four-level
parking garage, and one single-story retail building.  The
property was built in phases between 1968 and 1976 and was last
renovated in 1999.  The loan was placed on the watchlist due to a
low DSC of 0.93x as of year-end 2006.  Occupancy was 82% as of
year-end 2006, down from from 90% at issuance.
     
Additionally, there are four loans that each exceed $15 million
and appear on the watchlist due to low DSC and/or occupancy.  The
Crystal Lake Apartments loan ($20.7 million, 1%) is secured by a
491-unit multifamily complex in Miami, Florida, was built in 1970,
and was last renovated in 2004.  As of year-end 2006, DSC was at a
low 0.84x, which was due to an increase in operating expenses.
     
The Keeneland Crest Apartments loan ($17.5 million) is secured by
a 424-unit multifamily complex and was built in 1995 in
Indianapolis, Indiana.  DSC was 1.07x as of June 30, 2007, and
occupancy was 81% as of year-end 2006.  The property was last
inspected in February 2007 and was characterized as "fair."
     
The Southport Plaza loan ($16.8 million) is secured by a 189,062-
sq.-ft. office building and was built in 2002, in Staten Island,
N.Y.  The loan is on the watchlist because of a decline in
occupancy to 62% as of Sept. 30, 2006, from 80% at issuance.  DSC
as of Sept. 30, 2006, was 1.26x.
     
The Village Plaza loan ($16.3 million) is secured by a 180,097-
sq.-ft. retail center and was built in 1988 in Clifton Park, N.Y.  
DSC and occupancy were 1.17x and 93%, respectively, as of
June 30, 2007.  The master servicer will remove this loan from the
watchlist during September's remittance period.
     
Standard & Poor's stressed the loans on the watchlist and other
loans with credit issues as part of its analysis.  The resultant
credit enhancement levels support the affirmed ratings.
    

                         Ratings Affirmed
     
       J.P. Morgan Chase Commercial Mortgage Securities Corp.
           Commercial mortgage pass-through certificates
                         series 2004-CIBC10
   
             Class    Rating         Credit enhancement
             -----    ------         ------------------
             A-2      AAA                  20.73%
             A-3      AAA                  20.73%
             A-4      AAA                  20.73%
             A-5      AAA                  20.73%
             A-6      AAA                  20.73%
             A-1A     AAA                  20.73%
             A-J      AAA                  14.51%
             B        AA                   11.27%
             C        AA-                  10.36%
             D        A+                    9.59%
             E        A                     8.68%
             F        A-                    7.51%
             G        BBB+                  6.09%
             H        BBB                   4.92%
             J        BBB-                  3.50%
             K        BB+                   3.24%
             L        BB                    2.85%
             M        BB-                   2.20%
             N        B+                    1.94%
             P        B                     1.55%
             Q        B-                    1.42%
             X-1      AAA                    N/A
             X-2      AAA                    N/A
              

                      N/A - Not applicable.


KARA HOMES: Court Moves Exclusive Solicitation Period to Oct. 9
---------------------------------------------------------------
The Honorable Michael B. Kaplan of  the U.S. Bankruptcy Court
for the District of New Jersey extended, until Oct. 9, 2007,  
the exclusive period wherein Kara Homes Inc. and its debtor-
affiliates can solicit acceptances to their Chapter 11 Plan of
Reorganization, as amended.

As reported in the Troubled Company Reporter on July 31, 2007,
David L. Bruck, Esq., at Greenbaum Roew Smith and Davis LLP, said
that the Debtors' request for extension will cover the anticipated
solicitation and confirmation period.  The Debtors, Mr. Bruck
added, are drafting a supplement to the Disclosure Statement.

The Debtors assured the Court that the request for extension will
not prejudice the rights of any creditors.

Headquartered in East Brunswick, New Jersey, Kara Homes Inc.
aka Kara Homes Development LLC, builds single-family homes,
condominiums, town homes, and active-adult communities.  The
company filed for chapter 11 protection on Oct. 5, 2006 (Bankr.
D. N.J. Case No. 06-19626).  On Oct. 9, 2006, nine affiliates
filed separate chapter 11 petitions in the same Bankruptcy Court.   
On Oct. 10, 2006, 12 more affiliates filed chapter 11 petitions.
On June 8, 2007, 20 more affiliates filed separate chapter 11
petitions.

David L. Bruck, Esq., at Greenbaum, Rowe, Smith, et al.,
represents the Debtors.  Michael D. Sirota, Esq., at Cole,
Schotz, Meisel, Forman & Leonard represents the Official
Committee of Unsecured Creditors.  Traxi LLC serves as the
Debtors' crisis manager.  The Debtors engaged Perry M.
Mandarino as chief restructuring officer, and Anthony Pacchia
as chief financial officer.  When Kara Homes filed for protection
from its creditors, it listed total assets of $350,179,841 and
total debts of $296,840,591.


LANDRY'S RESTAURANT: S&P Retains Developing Watch on "CCC" Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services said that its 'CCC' corporate
credit rating on Landry's Restaurant Inc. remains on CreditWatch
with developing implications, where it was placed on July 25,
2007.
     
On Aug. 20, 2007, Houston, Texas-based Landry's announced that it
had reached an agreement with a majority of the holders of its
senior unsecured notes due in 2014.  Landry's has agreed to
increase the interest rate on the notes to 9.5% from 7.5%.  The
agreement also stipulates that the company will have a call option
at 18 months and that the noteholders can redeem the bonds from
the company at 18 months.

"Once the final agreement between Landry's and its bondholders is
executed," said Standard & Poor's credit analyst Charles Pinson-
Rose, "we could raise the corporate credit rating on Landry's and
its subsidiary, Golden Nugget Inc. by at least three notches to
'B' from 'CCC'."


LEVI STRAUSS: Fitch Lifts Issuer Default Rating to BB- from B
-------------------------------------------------------------
Fitch has upgraded these ratings on Levi Strauss & Co.:

  -- Issuer Default Rating to 'BB-' from 'B';
  -- $550 million asset-based loan (ABL) to 'BB+' from 'BB/RR1'.

The company's senior unsecured notes and senior unsecured term
loan have been affirmed at 'BB-'.  Approximately $2.1 billion of
outstanding debt as well as the ABL are affected by these actions.  
The Rating Outlook is Stable.

The upgrade of the IDR reflects the improvements LS&CO has made to
streamline and stabilize its operations as well as sustain solid
operating margin improvements.  The ratings also consider LS&CO's
well known brand names, geographic diversity and good liquidity
position, offset by high debt balances and the competitive
operating environment of the denim and casual bottoms market.

Management's focus on growing its core product lines through more
premium positioning has enabled it to stabilize its revenues over
the past few years with average net sales of $4.1 billion.  In
addition, LS&CO's restructuring activities, including changing
sourcing arrangements, realigning business units, and closing
unproductive facilities, have led to reduced costs across its
business.  Profitability as measured by operating EBITDA margins
has continued to improve, rising to 17.0% for the latest twelve
months ended May 27, 2007.  Fitch expects LS&CO to continue to
benefit from its lower cost structure while continuing to invest
in its brands despite challenges in the U.S.  Levi Strauss
Signature brand, which represented less than 8% of fiscal 2006
revenues and under 4% of operating income before corporate
expenses.

Strong operating profits along with a slight decrease in debt
balances to $2.2 billion have resulted in strengthened credit
metrics with leverage declining to 3.0 times for the last twelve
months ended May 27, 2007 and EBITDA interest coverage of 3.0x
over the comparable period.  In addition, the company has good
liquidity with $307.2 million in cash and cash equivalents and
$245.2 million in net available borrowing capacity under its
revolving credit facility.  Fitch expects that management will
remain committed to its plan to reduce debt and leverage over
time.  This commitment is a key underpinning to the 'BB-' IDR and
Stable Outlook.

Fitch's Recovery Ratings are a relative indicator of creditor
recovery prospects on a given obligation within an issuers'
capital structure in the event of a default.


LKH ASSETS: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: LKH Assets LLC
        853 Broadway, Suite 1120
        New York, NY 10003

Bankruptcy Case No.: 07-12691

Chapter 11 Petition Date: August 23, 2007

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Jennifer Lauren Saffer, Esq.
                  J.L. Saffer, P.C.
                  20 Vesey Street, 7th Floor
                  New York, NY 10007
                  Tel: (212) 608-6968
                  Fax: (212) 608-1878

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


MARSHALL HOLDINGS: Earns $355,896 in Second Quarter Ended June 30
-----------------------------------------------------------------
Marshall Holdings International Inc. reported net income of
$355,896 for the second quarter ended June 30, 2007, compared with
a net loss of $1.1 million for the same period last year.

Total sales were at approximately $1.7 million for the three
months ended June 30, 2007, compared to $156,000 for the prior
period a year earlier, an increase of over 1010%.  This increase
was a primary result of the acquired operations of Marshall
Distributing wholesale natural products distributor.

The increase in net income is primarily attributable to the
increase in sales and a decrease of professional services paid
with stock.

Selling, general and administrative expenses for the three months
ended June 30, 2007, compared to 2006 decreased by $301,000 to
$921,000 from $1.2 million.  This was primarily due to a
significant decrease in services paid with stock issuances for
professional fees of the company during the period.

Interest expense for the three months ended June 30, 2007, was
$78,000 as compared to the same period in 2006 of $33,000, up
$45,000.  The interest expense increased as a result of the
acquisition of Marshall Distributing assets and operations.

For the six month period ended June 30, 2007, Marshall's
operations used cash flow of $140,000 compared to net cash used of
$1.7 million for the year ending Dec. 31, 2006, a decrease in cash
used of $1.5 million.  Marshall used cash flow from investing
activities of $27,000 for the period ending June 30, 2007, as
compared to cash used by investing activities of $6.5 million for
the year ending Dec. 31, 2006.

Cash, cash equivalents and marketable securities totaled $16,698
at June 30, 2007 compared to $61,083 at Dec. 31, 2006, a decrease
of $44,385.

At June 30, 2007, the company's consolidated balance sheet showed
$14.9 million in total assets, $13.1 million in total liabilities,
and $1.8 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $5.5 million in total current
assets available to pay $11.0 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?22e6

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Madsen & Associates CPA's Inc. expressed substantial doubt about  
Marshall Holdings International Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the year ended Dec. 31 2006.  The auditing firm
pointed to the company's need for additional working capital for
its planned activity and to service its debt.  

There have been significant recurring losses and negative cash
flows from operations, which have resulted in a working capital
deficiency.

                     About Marshall Holdings

Marshall Holdings International Inc. fka Gateway Distributors
Ltd. (OTC BB: MHII.OB) -- http://www.mhii.net/-- distributes  
whole food nutrition, health and dietary supplements through its  
internet sales, distributors, and over 3500 health food stores.
The product line has over 6,000 products, which includes top
brands such as Natures Way, and Dr. Christopher, and Twin Labs.  


MASTR ASSET: Moody's Cuts Ratings on Two Cert. Classes to Low-B
---------------------------------------------------------------
Rating actions for MASTR Asset Backed Securities Trust 2005-NC2
appear incorrectly in the August 22 release.

The correct rating actions for MASTR Asset Backed Securities Trust
2005-NC2 are:

-- Class M-5, Currently rated A2, no rating action was taken,
-- Class M-6, Currently rated A3, no rating action was taken,
-- Class M-7, Downgraded to Baa3, previously Baa1,
-- Class M-8, Downgraded to Ba2, previously Baa2,
-- Class M-9, Downgraded to B1, previously Baa3.


MGM MIRAGE: Names Jim Murren as Pres. & Chief Operating Officer
---------------------------------------------------------------
MGM MIRAGE chairman and CEO Terry Lanni reported several
promotions of the company's senior management.  Jim Murren was
promoted to the role of president and chief operating officer.  
Mr. Murren had served as the company's president, chief financial
officer and treasurer.

Bobby Baldwin was named to serve in a new position as the
company's chief design and construction officer.  He will also
serve as president and CEO of the company's $7.4 billion
CityCenter development.
    
Dan D'Arrigo was promoted to executive vice president and
chief financial officer.  

Bob Selwood has been promoted to executive vice president and
chief accounting officer.
    
All of these positions report to Mr. Lanni.
    
Additionally, senior vice president of treasury Cathy Santoro was
promoted to serve as the company's Treasurer, reporting to Mr.
D'Arrigo.    

"Each of these individuals has played a significant role in
managing the successful growth and development of MGM MIRAGE,"  
Mr. Lanni said.  "These promotions recognize their contributions
and strengthen our ability to move ahead aggressively with the
future development of our real estate holdings and expansion of
our brand presence worldwide."
    
Mr. Murren will oversee all of the MGM MIRAGE company-owned
casino-resort properties in the U.S. except Bellagio, Monte Carlo
and CityCenter.  These properties are part of the CityCenter
"campus" and will report to Mr. Baldwin.
    
Mr. Baldwin will oversee the design and construction of all of the
company's projects and capital improvements to existing resorts in
the U.S.  The company has holdings in Nevada, Mississippi and New
Jersey available for development.
    
Mr. D'Arrigo joined MGM Grand, Inc. in 1995 and has served as
senior vice president of finance since 2005.
    
"Jim Murren has established a reputation as one of the leaders in
our industry," Mr. Lanni said.  "His ability to envision the
future direction of the Las Vegas market and his contributions to
positioning MGM MIRAGE as the undisputed industry leader has
earned him this well deserved recognition.
    
"Bobby Baldwin is well known as the leading expert in the
development of some of the most dynamic, efficient and successful
large-scale resorts anywhere in the world," Mr. Lanni said.  "His
keen understanding of design and construction make him the perfect
choice to lead our company's efforts in growing our family of
world-class resorts."
    
"We believe that there are significant opportunities to enhance
the guest experience among our existing family of resorts and
enormous unrealized potential from our real estate holdings,"
Mr. Lanni noted.

"We will continue to seek innovative ways of maximizing revenues,
improving efficiencies and operating as a well-integrated
company."
    
John Redmond, who had notified the company in late 2006 of his
intent to retire, has done so effective August 21.
    
"We are all grateful to John for his many years of service,"
Mr. Lanni said.  "John is an enormously talented man who has been
significantly responsible for many of our company's successes."

                        About MGM MIRAGE

Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) --
http://www.mgmmirage.com/-- is a hotel and gaming company.     
It owns and operates 17 properties located in Nevada, Mississippi
and Michigan, and has investments in three other properties in
Nevada, New Jersey and Illinois.


MGM MIRAGE: Moody's Holds "Ba2" Corporate Family Rating
-------------------------------------------------------
Moody's Investors Service changed MGM MIRAGE's rating outlook to
stable from negative and affirmed all existing ratings, including
its Ba2 corporate family rating and speculative grade liquidity
rating of SGL-3.

MGM Mirage signed a definitive agreement to form a long-term
strategic relationship whereby Dubai World would inject up to
$5.1 billion in MGM MIRAGE, comprised of a $2.7 billion investment
in CityCenter and $2.4 billion for a 9.5% equity stake in the
company.

The outlook revision reflects lower event risk and an expectation
that leverage and coverage metrics will improve in the near term.
If all proceeds from Dubai World are used to repay debt, leverage
would drop significantly.  However, given the company's commitment
to growth, leverage may begin to increase over the intermediate
term and residual event risk remains a concern.

In the unlikely event the transaction does not close, the rating
outlook could revert back to negative.  Further upward rating
momentum will depend on sustainable improvement in credit metrics,
the company's longer term financial policy priorities, including
leverage and coverage targets, the level of future capital and
investment spending, share repurchases, dividends, as well as
financing plans for recently announced joint ventures.

The rating outlook could improve to Positive when the company's
longer term financial policy priorities are better defined and if
they are consistent with a higher rating over the intermediate
term.  An upgrade of the SGL-3 rating is likely as a result the
anticipated capital infusion and will be consider around the time
the transaction closes.

Moody's last rating action on MGM occurred May 8, 2007 when
Moody's assigned a Ba2, LGD-3, 43% rating to MGM's issue of senior
unsecured guaranteed notes due 2016.

Headquartered in Las Vegas, Nevada, MGM MIRAGE owns and operates
about 17 properties located in Nevada, Mississippi and Michigan,
and has investments in three other properties in Nevada, New
Jersey and Illinois.  MGM MIRAGE has a 50% interest in MGM Grand
Macau, a hotel-casino resort currently under construction in Macau
S.A.R, which is expected to open in the fourth quarter of 2007.
Consolidated revenue for 2006 was about $7.2 billion.


MORGAN STANLEY: Fitch Rates $7.701MM Class L Certificates at BB-
----------------------------------------------------------------
Morgan Stanley Capital I Trust 2007-IQ15, commercial mortgage
pass-through certificates are rated by Fitch Ratings as:

  -- $61,700,000 Class A-1 'AAA';
  -- $278,738,000 Class A-1A 'AAA';
  -- $227,400,000 Class A-2 'AAA';
  -- $72,800,000 Class A-3 'AAA';
  -- $796,885,000 Class A-4 'AAA';
  -- $205,361,000 Class A-M 'AAA';
  -- $177,124,000 Class A-J 'AAA';
  -- $2,053,605,662 Class X* 'AAA';
  -- $33,371,000 Class B 'AA';
  -- $15,402,000 Class C 'AA-';
  -- $28,237,000 Class D 'A';
  -- $15,402,000 Class E 'A-';
  -- $30,804,000 Class F 'BBB+';
  -- $23,103,000 Class G 'BBB';
  -- $20,536,000 Class H 'BBB-';
  -- $10,268,000 Class J 'BB+'.
  -- $5,134,000 Class K 'BB';
  -- $7,701,000 Class L 'BB-'.

*Notional Amount and Interest Only

Classes A-1, A-1A, A-2, A-3, A-4, A-M and A-J are offered
publicly, while classes X, B, C, D, E, F, G, H, J, K and L are
privately placed pursuant to rule 144A of the Securities Act of
1933.  The certificates represent beneficial ownership interest in
the trust, primary assets of which are 134 fixed rate loans having
an aggregate principal balance of approximately $2,053,605,662, as
of the cutoff date.


MOVIE GALLERY: Receives Two Nasdaq Non-Compliance Letters
---------------------------------------------------------
Movie Gallery, Inc., received two NASDAQ Staff Determination
letters, each dated Aug. 17, 2007, indicating Movie Gallery was
not in compliance with filing requirements for continued listing
as set forth in NASDAQ Marketplace Rules 4450(a)(5) and
4450(b)(3).

In one letter, Movie Gallery was notified that it is not in
compliance with Rule 4450(a)(5) due to its common stock price
closing below NASDAQ's minimum of $1.00 per share for the last 30
consecutive trading days.  Movie Gallery was provided with 180
calendar days, or until Feb. 11, 2008 to regain compliance.  

Additionally, in a second letter, the company was notified that it
is not in compliance with Rule 4450(b)(3) because it has not
maintained a minimum market value of $15,000,000 for the last 30
consecutive trading days.  The company was provided with 90
calendar days, or until Nov. 15, 2007, to regain compliance under
this Rule.

These notifications are customary when a NASDAQ-listed company
does not meet certain Marketplace Rules.  Until the dates occur,
the company's common stock will remain listed and will continue to
trade on the NASDAQ Global Market subject to its compliance with
Marketplace Rules and other NASDAQ listing standards.

Headquartered in Dothan, Alabama, Movie Gallery Inc. (Nasdaq:
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.

Movie Gallery Inc.'s consolidated 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.

                         *     *     *

As reported in Troubled Company Reporter on Aug. 16, 2007,  
Standard & Poor's Ratings Services said it lowered its ratings,
including the corporate credit rating, on Movie Gallery Inc. to
'CC' from 'CCC+' based on the company's extremely poor liquidity
position.  At the same time, S&P lowered the ratings on the
company's bank loans and senior unsecured debt to 'CC'.  This
rating level indicates a high vulnerability to nonpayment.  The
outlook has been revised to negative.


MOVIE GALLERY: Pays-in-Kind 100% of Loans' Interest
---------------------------------------------------
Movie Gallery, Inc. disclosed that last week, it elected pursuant
to Section 2.5(f) of the Second Lien Credit and Guaranty Agreement
dated as of March 8, 2007 among the Company, certain subsidiaries
of the Company, as guarantors, various lenders party thereto,
Goldman Sachs Credit Partners L.P., as lead arranger and
syndication agent, and CapitalSource Finance LLC, as
administrative agent and collateral agent, to pay-in-kind 100% of
the interest on the entire principal amount of the loans
commencing with the next interest period effective under the
credit agreement.

Headquartered in Dothan, Alabama, Movie Gallery Inc. (Nasdaq:
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.

Movie Gallery Inc.'s consolidated 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.

                         *     *     *

As reported in Troubled Company Reporter on Aug. 16, 2007,  
Standard & Poor's Ratings Services said it lowered its ratings,
including the corporate credit rating, on Movie Gallery Inc. to
'CC' from 'CCC+' based on the company's extremely poor liquidity
position.  At the same time, S&P lowered the ratings on the
company's bank loans and senior unsecured debt to 'CC'.  This
rating level indicates a high vulnerability to nonpayment.  The
outlook has been revised to negative.


NAAC REPERFORMING: Moody's Junks Ratings on Two Cert. Classes
-------------------------------------------------------------
Moody's Investors Service downgraded two certificates from NAAC
Reperforming Loan Remic Trust Certificates, Series 2004-R1 and
2004-R2.  The transactions consist of securitizations of FHA
insured and VA guaranteed re-performing loans virtually all of
which were repurchased from GNMA pools.  The insurance covers a
large percent of any losses incurred as a result of borrower
defaults.

The two most subordinate Moody's-rated certificates from the two
transactions have been downgraded because existing credit
enhancement levels are low given the current projected losses on
the underlying pools.  Currently there is only a small amount of
credit enhancement for the two transactions in the form a
subordinate bond.

Complete rating actions are:

Issuer: NAAC Reperforming Loan REMIC Trust Certificates

Downgrades:

-- Series 2004-R1; Class B-4, downgraded to Caa3 from B2;
-- Series 2004-R2; Class B-4, downgraded to Caa3 from B2.


NANO SUPERLATTICE: Posts $252,594 Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Nano Superlattice Technology Inc. reported a net loss of $252,594  
for the second quarter ended June 30, 2007, compared with a net
loss of $50,143 for the same period ended June 30, 2006.

Net sales for the three months ended June 30, 2007 were
$2.1 million compared to $2.6 million for the three months ended
June 30, 2006.  The decrease in net sales was due to the company's
focus on its nano-coating business, its reduced focus on the sale
of computer accessories, individual wires and cables as well as
sets of mechanical equipment used in the manufacture of electric
cables, and the decrease of sales of old products.

The increase in net loss is principally a result of a loss from
operations of $208,358 for the three months ended June 30, 2007,
as compared to income from operations of $966 for the three months
ended June 30, 2006.  This change was primarily the result of the
decrease in net sales, partly offset by a decrease in general and
administrative expenes.

Cost of sales for the three months ended June 30, 2007, was
$2.2 million or 104.37% of net sales, as compared to $2.3 million,  
or 88.2% of net sales, for the three months ended June 30, 2006.
The decrease in cost of sales was due to the decrease in sales.
The increase in cost of sales as compared to net sales was due to
the sale of lower gross margin products.

General and administrative expenses for the three months ended
June 30, 2007, were $115,936 or 5.48% of net sales, as compared to
$312,094 or 11.8% of net sales, for the three months ended
June 30, 2006. The decrease in general and administrative expenses
was due to decreases in salary, depreciation and amortization.

Other expense for the three months ended June 30, 2007, was
$32,562 as compared to other expense of $39,798 for the three
months ended June 30, 2006.  The decrease is primarily
attributable to an increase in interest income and other income,
partly offset by an increaese in interest expense.

At June 30, 2007, the company's consolidated balance sheet showed
$12.5 million in total assets, $7.9 million in total liabilities,
$95,642 in minority interest, and $4.5 million in total
shareholders' equity.

The company's consolidated financial statements for the quarter
ended June 30, 2007, also showed strained liquidity with
$4.2 million in total current assets available to pay $6.3 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?22e7

                   Default on Line of Credit

The company is currently in default of its line of credit because
the Arc Bond Sputtering Machine which was pledged to collateralize
its line of credit with a Taiwan Bank, was later sold to a third
party, in violation of the credit agreement.  Since the equipment
sold was leased back from the third party, the company is also in
default of the lease-back agreement.  The total amount due under
both agreements as a result of the defaults is $976,091.

                      Going Concern Doubt

Simon & Edward LLP in City of Industry, Calif., expressed
substantial doubt about Nano Superlattice Technology Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements as of the year ended
Dec. 31, 2006.  The auditing firm reported that the company
continued to experience working capital insufficiency.

In addition, repayment of the total amount due of $976,091, under
the company's line of credit with a Taiwan Bank and the lease-back
agreement could materially affect the company's liquidity
position.

                    About Nano Superlattice

Nano Superlattice Technology Inc. (OTC BB: NSLT) -- is engaged in
the coating of tools and components with nano structured PVD
coatings for the semiconductor, precision machinery and
telecommunication industries.  Nano utilizes Arc Bond Sputtering
and Superlattice technology to apply multi-layers of super-hard
elemental coatings on an array of precision products to achieve a
variety of physical properties.


NCO GROUP: Completes $165 Mil. and $200 Mil. Offers of Sr. Notes
----------------------------------------------------------------
NCO Group Inc. has completed its offer to the holders of its
Floating Rate Senior Notes due 2013 (CUSIP No. 144A: 628858 AE 2,
ISIN No. 144A: US628858AE21; CUSIP No. REG S: U6376M AB 7, ISIN
No. REG S: USU6376MAB73) and its 11.875% Senior Subordinated Notes
due 2014 (CUSIP No. 144A: 628858 AF 9, ISIN No. 144A: S628858AF95;
CUSIP No. Reg. S: U6376M AC 5, ISIN No. Reg. S: USU6376MAC56),
to exchange the Outstanding Notes for like principal amount of its
$165 million principal amount Floating Rate Senior Notes due 2013
and its $200 million principal amount 11.875% Senior Subordinated
Notes due 2014, which was registered under the Securities Act of
1933, as amended.

The Outstanding Notes were sold in a private placement by the
company, which was completed in November 2006.  The company was
required to carry out the Exchange Offer under the terms of
agreements entered into in the private placement.
    
The Exchange Offer expired at 5:00 p.m., Eastern Daylight Time, on
Aug. 15, 2007.  Based on information provided by the exchange
agent, The Bank of New York, $163,805,000 in aggregate principal
amount of the Floating Rate Senior Notes due 2013 and $200,000,000
in aggregate principal amount of the 11.875% Senior Subordinated
Notes due 2014 were validly tendered and not withdrawn pursuant to
the Exchange Offer.

NCO has accepted for exchange all of the validly tendered and not
withdrawn Outstanding Notes.  NCO intends to issue the Exchange
Notes for all such exchanged Outstanding Notes soon as
practicable.
    
Headquartered in Horsham, Pennsylvania, NCO Group Inc. --
http://www.ncogroup.com/-- provides business process outsourcing
services including accounts receivable management, customer
relationship management and other services.  NCO provides services
through over 100 offices in the United States, Canada, the United
Kingdom, Australia, India, the Philippines, the Caribbean and
Panama.

                          *     *     *

NCO Group carries Moody's Investor Service's "B2" long term
corporate family rating and probability of default rating.  The
outlook is stable.

The company also carries Standard & Poor's B+ long term foreign
and local issuer credit rating.


NELLSON NUTRACEUTICAL: Court Okays Sale to First-Lien Creditors
---------------------------------------------------------------
The Hon. U.S. Bankruptcy Judge Christopher Sontchi of the United
States Bankruptcy Court for the District of Delaware approved the
sale of Nellson Nutraceutical Inc. to a group consisting of the
Debtor's first-lien creditors after an auction conducted last
Aug. 22, 2007, the Associated Press reports.

The group, according to AP, consists of creditors Citigroup Inc.,
Goldman Sachs Group Inc., MetLife Inc., and New York Life
Insurance Co.  The group also includes some hedge funds like
MainStay Floating Rate Funds, Endurance CLO, Flatiron Capital
Management and Archimedes Funding.

AP relates that after the Debtor insisted that an auction be
conducted, the group put up a bid.  The group offered debt plus
$66 million in cash and outbid two other offers.

AP says that unsecured creditors had argued the sale order should
include a provision that $8.25 million of the sale proceeds should
be set aside for them.  Judge Sontchi however commented that such
provision didn't belong in the sale order, AP adds.

Headquartered in Irwindale, California, Nellson Nutraceutical Inc.
formulates, makes and sells bars and powders for the nutrition
supplement industry.  The Debtor filed for chapter 11 protection
on Jan. 28, 2006 (Bankr. D. Del. Case No. 06-10072).  Laura Davis
Jones, Esq., Rachel Lowy Werkheiser, Esq., Richard M. Pachulski,
Esq., Brad R. Godshall, Esq., and Maxim B. Litvak, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C. represent
the Debtor in its restructuring efforts.  Kurt F. Gwynne, Esq.,
and Thomas J. Francella, Jr., Esq., at Reed Smith LLP represent
the Official Committee of Unsecured Creditors.  In its Schedules
of Assets and Liabilities, Nellson reported $312,334,898 in total
assets and $345,227,725 in total liabilities.


NEW CENTURY: Moody's Junks Rating on S. 2002-NC5, Cl. B-2 Loans
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of twelve
tranches and confirmed the ratings of two tranches from several
2002 and 2003 deals with loans originated by New Century Mortgage
Corporation.  The collateral backing these classes consists of
primarily first lien, fixed and adjustable-rate, subprime mortgage
loans.

The certificates have been downgraded based upon recent and
expected pool losses and the resulting erosion of credit support.
Overcollateralization amounts in all of the transactions are
currently below their floors and pipeline losses are likely to
cause further erosion of the overcollateralization, which could
put pressure on the subordinate tranches.

Furthermore, existing credit enhancement levels may be low given
the current projected losses on the underlying pools.  Although
the deals' losses are performing within the area of original
expectations, credit support deterioration seen in many of these
deals can be partially attributed to the deals passing performance
triggers and therefore releasing large amounts of
overcollateralization.

Finally, Moody's confirmed the current ratings on the Class M-1
and M-2 certificates from ABFC 2002-NC1 as credit support,
provided by subordination, excess spread, and
overcollateralization, is sufficient to support the current
ratings on these certificates.

Complete rating actions are:

Downgrade:

Issuer: Asset Backed Funding Corporation

-- Series 2002-NC1, Class M-3, downgraded from Baa1 to Baa3
-- Series 2002-NC1, Class M-4, downgraded from Baa3 to Ba1

Issuer: Asset Backed Securities Corporation

-- Series 2002-HE1, Class B, downgraded from Baa3 to B3

Issuer: Morgan Stanley Dean Witter Capital I Inc.

-- Series 2002-NC3, Class B-1, downgraded from Ba3 to B2
-- Series 2002-NC3, Class B-2, downgraded from B1 to B3
-- Series 2002-NC5, Class B-1, downgraded from Ba1 to B3
-- Series 2002-NC5, Class B-2, downgraded from B2 to C

Issuer: Morgan Stanley ABS Capital I Inc.

-- Series 2003-NC6, Class B-2, downgraded from Baa2 to Ba2
-- Series 2003-NC6, Class B-3, downgraded from Baa3 to B3
-- Series 2003-NC7, Class B-2, downgraded from Baa2 to Ba2
-- Series 2003-NC7, Class B-3, downgraded from Baa3 to B3
-- Series 2003-NC10, Class B-3, downgraded from Baa3 to Ba2

Confirm:

Issuer: Asset Backed Funding Corporation

-- Series 2002-NC1, Class M-1, confirmed at Aaa
-- Series 2002-NC1, Class M-2, confirmed at Aa3


NEWTON WHITE: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Newton White Corporation
        1307 Main Street
        Suite 2
        P.O. Box 2372
        Tunica, MS 38676

Bankruptcy Case No.: 07-50999

Debtor-affiliate that filed a separate Chapter 11 petition:

      Entity                           Case No.
      ------                           --------
      Helen J. Williams                07-50996

Chapter 11 Petition Date: August 21, 2007

Court: Western District of Louisiana (Lafayette/Opelousas)

Debtors' Counsel: Gerald H. Schiff, Esq.
                  Gordon Arata McCollam Duplantis & Eagan, LLP
                  400 East Kaliste Saloom Road
                  Suite 4200
                  Lafayette, LA 70508-8517
                  Tel: (337) 237-0132
                  Fax: (337) 237-3451

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

A. Newton White Corporation' List of its Six Largest Unsecured
   Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
McFarlane-Chang                Corporate Stock Lien       $492,760
Investments, LLC
1155 Connecticut Avenue
Northwest, 3rd Floor
Washington, D.C. 20036

Robert T. Gordon, Jr., Esq.    Attorney Fees               $18,358
Am South Plaza, Suite 1088
210 East Capitol Street
Jackson, MS 39201

Matrix International           Loan                        $15,000
5318 Weslayne Avenue
Houston, TX 77005

Robert W. Blair, Esq.          Attorney Fees                $9,387

Paradigm Corporation           Monthly Rent                   $845

John H. Bennett Jr., Esq.      Attorney Fees               Unknown

B. Helen J. Williams's List of her Six Largest Unsecured
Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Bank of America                Recreational Vehicle        $59,546
P.O. Box 538610
Atlanta, GA 30353-8610

Matrix International           Loan                        $20,000
5318 Weslayne Avenue
Houston, TX 77005

World Financial Network        Purchase Household             $594
National Bank                  Goods
P.O. Box 659465
San Antonio, TX 78265-9455

Bedford Fair Lifestyles        Purchase Household             $350
                               Goods

Macy's                         Purchase Household             $126
                               Goods

Bank of Georgia                Purchase Household             $114
                               Goods


OEM/ERIE: Involuntary Chapter 11 Case Summary
---------------------------------------------
Alleged Debtor: O.E.M./Erie, Inc.
                1810 West 20th Street
                Erie, PA 16502

Case Number: 07-11344

Type of Business: The Debtor supplies injection molded plastics.

Involuntary Petition Date: August 22, 2007

Court: Western District of Pennsylvania (Erie)

Judge: Warren W. Bentz

Petitioner's Counsel: Lawrence C. Bolla, Esq.
                      Quinn, Buseck, Leemhuis, Toohey & Kroto,
                      Inc.
                      2222 West Grandview Boulevard
                      Erie, PA 16506-4508
                      Tel: (814) 833-2222
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Buckeye Polymers                                        $672,497
104 Lee Street
Lodi, OH 44254

Performance Polymers                                    $265,184
803R Lancaster Street
Leominster, MA 01453

Curbell Plastics, Inc.                                  $178,723
7 Cobham Drive
Orchard Park, NY 14127


PETSMART INC: Share Repurchase Program Cues Moody's Stable Outlook
------------------------------------------------------------------
Moody's Investors Service revised the rating outlook of PetSmart,
Inc. to stable from positive and affirmed the corporate family
rating at Ba2.  The outlook revision is prompted by the magnitude
of the $300 million share repurchase program that was recently
authorized by PetSmart's Board of Directors.  As a result, credit
metrics are likely to moderately weaken over the intermediate
term, although they are expected to remain at levels that are
quite comfortable for the Ba2 rating category.  Revolver
borrowings are being used to partially finance this share purchase
program, in contrast to previous programs that were financed with
discretionary free cash flow.

PetSmart's rating is:

-- Corporate family rating of Ba2

Moody's does not rate the $350 million secured revolving credit
facility.

PetSmart's Ba2 corporate family rating acknowledges that many key
credit factors have low investment grade or high non investment
grade attributes, including PetSmart's geographic distribution
across the U.S. and Canada, its position as the largest specialty
retailer of supplies, food, and services for the growing
population of household pets, and key credit metrics that have
investment grade characteristics such as high retained cash flow
and interest coverage and low leverage.  Important factors with
non-investment grade characteristics are the company's relatively
small size compared to many investment grade companies, the
limited cash flow for balance sheet improvement after share
repurchases, and the potential for increased competition from non-
specialty retailers of pet products.

PetSmart, Inc., with headquarters in Phoenix, Arizona, is the
largest specialty retailer of supplies, food, and services for
household pets.  The company currently operates 966 stores in the
U.S. and Canada.  Revenue for the twelve months ending
July 29, 2007 was about $4.4 billion.


PHYSICIANS & SURGEONS: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Physicians and Surgeons Hospital
        dba Tri-Lakes Medical Center
        303 Medical Center Drive
        Batesville, MS 38606

Bankruptcy Case No.: 07-12967

Type of Business: The Debtor operates a hospital and medical
                  center.  See http://www.trilakesmedical.com/

Chapter 11 Petition Date: August 23, 2007

Court: Northern District of Mississippi (Aberdeen)

Debtor's Counsel: Craig M. Geno, Esq.
                  Harris Jernigan & Geno, PLLC
                  P.O. Box 3380
                  Ridgeland, MS 39158-3380
                  Tel: (601) 427-0048
                  Fax: (601) 427-0050

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


PITTSBURGH BREWING: Buyer Expects Sale To Close This Week
---------------------------------------------------------
Iron City Brewing LLP expects to close the sale of Pittsburgh
Brewing Co. this week, the Associated Press reports.

The deal, according to AP, is waiting the approval of the
Pennsylvania Liquor Control Board for the transfer of Pittsburgh
Brewing's brewery license to its new owner.

As reported in the Troubled Company Reporter on June 7, 2007, the
U.S. Bankruptcy Court for the Western District of Pennsylvania
confirmed Pittsburgh Brewing Co. Inc. and its affiliate, Keystone
Brewers Holding Co.'s reorganization plan.

The brewery will have a new name -- Iron City Brewing Co. -- and
approximately $4.1 million will be invested on the brewery for
marketing and upgrading plans.

Headquartered in Pittsburgh, Pennsylvania, Pittsburgh Brewing
Company Inc. -- http://www.pittsburghbrewingco.com/--    
manufactures malt liquors, such as beer and ale.  Its products
include Iron City Beer, IC Light Beer, and Augustiner Amber Lager.
The company filed for chapter 11 protection on Dec. 7, 2005
(Bankr. W.D. Penn. Case No. 05-50347).  Robert O. Lampl, Esq., at
Law Office Robert O. Lampl, represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, its assets and debts were estimated at $1 million
to $10 million.  Keystone Brewers Holding Co, a holding company
for PBC's intellectual property assets, also filed a voluntary
chapter 11 petition on March 10, 2006.


POWDER COATING: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Powder Coating, Inc.
        620 Moore Street
        Oxford, GA 30054

Bankruptcy Case No.: 07-73472

Type of business: The Debtor coats metals with plastic or resins.

Chapter 11 Petition Date: August 23, 2007

Court: Northern District of Georgia (Atlanta)

Judge: Margaret Murphy

Debtor's Counsel: Paul Reece Marr, Esq.
                  300 Galleria Parkway, Northwest, Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255
                  Fax: (770) 984-0044

Estimated Assets:    $100,000 to $1 Million

Estimated Debts: $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of Madison                credit line                $24,948
P.O. Box 271                   secured by real
Madison, GA 30650              estate of Kenneth
                               Frank Blackmon

Bonded Collection Corp.        account payable            $10,703
for Southeastern Freight
Lines
29 East Madison Street,
Suite 1650
Chicago, IL 60602-4427

Newton County Tax              ad valorem property         $8,071
Commissioner
Barbara Dingler
1105 Usher Street,
Northwest
Covington, GA 30014-2439

Capital One, F.S.B.            account payable             $7,352

Nortek Powder Coating,         account payable             $5,767
L.L.C.

Partek Solutions, L.L.C.       account payable             $5,430

Anthony Keenan                 account payable             $3,247

American Bollerhouse, Inc.     account payable             $3,078

Busch & Reed, P.C.             account payable             $3,033

Georgia Department of Labor    unemployment tax,           $2,604
                               interest and penalty

J.L. Russell & Associates,     account payable             $1,476
Ltd.

Hopi Contracting, Inc.         account payable             $1,290

Excel Company                  account payable             $1,256

Wilson Boller Service          account payable               $922

Mighty Hook                    account payable               $905

Simple Air Solutions, Inc.     account payable               $892

Bonded Collection Corp.        account payable               $561

Diversified Account Systems    account payable               $287

Conquest Solutions, L.L.C.     account payable               $144

Attorney General of Georgia                               unknown


ROBERT HORNE: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert Lynn Horne
        2915 West Charleston Boulevard
        Las Vegas, NV 89102

Bankruptcy Case No.: August 23, 2007

Type of business:

Chapter 11 Petition Date: 07-15280

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Jeanette E. Mcpherson, Esq.
                  Schwartzer & McPherson Law Firm
                  2850 South Jones Boulevard, Suite 1
                  Las Vegas, NV 89146
                  Tel: (702) 228-7590

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
David Odenath                                          $1,500,000
30 Spring Hill Road
Mendham, NJ 07945

Jeffrey Morley                 debt                    $1,198,601
26 East Washington Street
Riverside, NJ 08075-3820

William Topkis                 debt                    $1,198,601
c/o Joseph E. Tesch, Esq.
314 Main Street, Suite 200
Park City, UT 84060-3390

Deborah Martz                                            $100,000


ROCKFORD PRODUCTS: Files Schedules of Assets and Liabilities
------------------------------------------------------------
Rockford Products Corporation and its debtor-affiliate filed with
the U.S. Bankruptcy Court for the Northern District of Illinois
their schedule of assets and liabilities, disclosing:

     Name of Schedule               Assets       Liabilities
     ----------------             -----------    -----------
  A. Real Property                         $0         
  B. Personal Property            $49,002,753                   
  C. Property Claimed as
     Exempt                                $0                                     
  D. Creditors Holding
     Secured Claims                              $21,306,955
  E. Creditors Holding
     Unsecured Priority
     Claims                                         $830,088  
  F. Creditors Holding
     Unsecured Non-priority
     Claims                                      $18,301,235
                                  -----------    -----------
     TOTAL                        $49,002,753    $40,438,278

Rockford Products Corporation, -- http://www.rockfordproducts.com/
and http://www.rockfordinternational.com/-- originally formed in  
1929, manufactures, sources and distributes high quality, cold
formed steel components, fasteners and other related products to
Tier 1 and 2 suppliers to automobile manufacturers, the automotive
aftermarket and non-automotive customers.  Most of Rockford
Products' manufacturing and distribution operations are located in
Rockford, Illinois, where Rockford Products leases three
facilities with a combined area of 988,000 square feet.  Rockford
Products currently has 516 employees.  Annual revenues for
Rockford Products amounted to around $100 million in fiscal 2006.

The Debtor and its debtor-affiliate, Rockford Products Global
Services Inc., filed Chapter 11 bankruptcy protection on July 25,
2007 (Bankr. N.D. Ill. Case No. 07-71768 and 07-71769).  Thomas J.
Augspurger, Esq., at LeBoeuf, Lamb, Greene & MacRae LLP, represent
the Debtors in their restructuring efforts.  BMC Group act as the
Debtors' claims, noticing, and balloting agent.


ROCKFORD PRODUCTS: Wants to Employ BMC Group as Claims Agent
------------------------------------------------------------
Rockford Products Corporation and its debtor-affiliate ask the
U.S. Bankruptcy Court for the Northern District of Illinois for
permission to employ BMC Group Inc. as their claims, noticing, and
balloting agent.

BMC Group will:

     (a) assist the Debtor, its counsel & Office of the Clerk with
         noticing and claims handling;

     (b) assist Debtor with the compilation, administration,
         evaluation and production of documents and information
         necessary to support a restructuring effort;

     (c) at Debtor's, its counsel's or the clerk's direction, as  
         the case may be, and in accordance with any court orders
         or rules in the bankruptcy cases, BMC Group will:

            1) prepare and serve those notices required in the
               bankruptcy cases;

            2) receive, record and maintain copies of all proofs
               of claim and proofs of interest filed in the
               bankruptcy cases;

            3) create and maintain the official claims registers;

            4) receive and record all transfers of claims pursuant
               to Bankruptcy Rule 3001(e);

            5) maintain an up-to-date mailing list for all
               entities who have filed proofs of claim and/or
               requests for notices in the bankruptcy cases;

            6) assist Debtor and its counsel with the
               administrative management, reconciliation and
               resolution of claims;
            7) mail and tabulate ballots for purposes of plan
               voting;

            8) assist with the preparation and maintenance of
               Debtors' Schedules of Assets and Liabilities,
               Statements of Financial Affairs and other
               master lists and databases of creditors, assets and
               liabilities preparation and maintenance of Debtors'
               Schedules of Assets and Liabilities, Statements of
               Financial Affairs and other master lists and
               databases of creditors, assets and liabilities;

            9) assist with the production of reports, exhibits and
               schedules of information for use by the third
               parties;

           10) provide other technical and document management
               services of a similar nature requested by Debtors
               or the Clerk's office;

           11) facilitate or perform distributions; and

           12) maintain a call center.

The Debtors believe that the employment of BMC Group as claims and
noticing agent will:

     (a) relieve the clerk's office of a significant  
         administrative burden,

     (b) avoid delay in processing proofs of claim and interests,

     (c) reduce legal fees that would be otherwise incurred in
         connection with the retrieval of proof of claim copies
         from the clerk's office and responding to numerous claim-
         related inquiries, and

     (d) reduce costs of notice to parties and provide an
         efficient medium to communicate case information.

The Debtors will pay BMC Group based on these customary hourly
rates:

          Designation                       Hourly Rate
          -----------                       -----------
          Seniors/Principals                $205 - $295
          Consultants                       $110 - $185
          Case Support                          $95
          Data Entry/Administrative Support     $45

To the best of the Debtors' knowledge, BMC Group does not hold or
represent an interest adverse to the Debtor's estate.

Rockford Products Corporation, -- http://www.rockfordproducts.com/
and http://www.rockfordinternational.com/-- originally formed in  
1929, manufactures, sources and distributes high quality, cold
formed steel components, fasteners and other related products to
Tier 1 and 2 suppliers to automobile manufacturers, the automotive
aftermarket and non-automotive customers.  Most of Rockford
Products' manufacturing and distribution operations are located in
Rockford, Illinois, where Rockford Products leases three
facilities with a combined area of 988,000 square feet.  Rockford
Products currently has 516 employees.  Annual revenues for
Rockford Products amounted to around $100 million in fiscal 2006.

The Debtor and its debtor-affiliate, Rockford Products Global
Services Inc., filed Chapter 11 bankruptcy protection on July 25,
2007 (Bankr. N.D. Ill. Case No. 07-71768 and 07-71769).  Thomas J.
Augspurger, Esq., at LeBoeuf, Lamb, Greene & MacRae LLP, represent
the Debtors in their restructuring efforts.


SCOTTS COVE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Scotts Cove Properties, LLC
        38 Delafield Island Road
        Darien, CT 06820

Bankruptcy Case No.: 07-50498

Type of Business: The Debtor manages real estate property.

Chapter 11 Petition Date: August 23, 2007

Court: District of Connecticut (Bridgeport)

Debtor's Counsel: Ellery E. Plotkin, Esq.
                  Ellery E. Plotkin, LLC
                  777 Summer Street, 2nd Floor
                  Stamford, CT 06901
                  Tel: (203) 325-4457
                  Fax: (203) 325-4376

Total Assets: $2,900,000

Total Debts:  $1,840,644

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


SECURITY WITH: Posts $5.3 Million Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Security With Advanced Technology Inc. reported a net loss of
$5.3 million for the second quarter ended June 30, 2007, compared
with a net loss of $1.6 million for comparable period a year ago.

Net sales for the three months ended June 30, 2007, totaled
$338,700, which is a $322,300 increase from net sales of $16,400
for the three months ended June 30, 2006.  The change in sales
between 2007 and 2006 is attributable to a decrease in the
revenues from the ShiftWatch division in 2007, offset by the sales
from Vizer and Avurt, new in 2007 that totaled approximately
$224,900, for the three months ended June 30, 2007.

The increase in net loss primarily reflects an increase in
selling, general and administrative expenses and an increase in
non-cash amortization of the $3.0 million additional interest
expense associated with the amount allocated to the warrants and
the benefical conversion features from the the convertible debt
offering completed in March and April 2007.

Cost of sales for the three months ended June 30, 2007, totaled
$420,600, which is a $135,000 increase as compared to the 2006
period.  The change in cost of sales primarily resulted from the
additional costs associated with the issues related to the
ShiftWatch TVS DVR unit installation, testing and re-work costs
that where incurred in 2007.  

Selling, general and administrative expenses in the three months
ended June 30, 2007, totaled $2.0 million, which is an $896,100 or
83% increase as compared to the 2006 period.  The increase is
primarily attributable to an increase of $166,600 in stock based
compensation resulting from option issuances in 2007 combined with
additional overhead costs being incurred following the Vizer
merger that closed as of Dec. 31, 2006.

At June 30, 2007, the company's consolidated balance sheet showed
$11.3 million in total asets, $4.7 million in total liabilities,
and $6.6 million in total shareholders' 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?22ea

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 26, 2007,
GHP Horwath P.C. expressed substantial doubt about Security With
Advanced Technology Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2006.  The auditing firm reported that the
company did not generate significant revenues in 2006, reported a
net loss of approximately $9,347,000 and consumed cash in
operating activities of approximately $5,651,000 for the year
ended Dec. 31, 2006.

The company incurred a net loss and utilized net cash in operating
activities of $8.6 million and $5.0 million, respectively, for the
six months ended June 30, 2007.

                       About Security With

Security With Advanced Technology Inc. (Nasdaq: SWAT) --
http://www.swat-systems.com/ -- provides critical, high-tech  
security products and services, which include non-lethal
protection devices, tactical training services, surveillance and
intrusion detection systems and mobile digital video surveillance
solutions.  SWAT's products and services are designed for
government agencies, military and law enforcement, in addition to
transportation, commercial facilities and non-lethal personal
protection segments.


SPATIALIGHT INC: Common Shares Trading Commenced on Aug. 24
-----------------------------------------------------------
SpatiaLight Inc.'s 50 to 1 reverse split became effective as of
the close of trading Aug. 23, 2007, and the company's common
shares commenced trading on Aug. 24, 2007, on the OTCBB under the
symbol SPLT.
    
Effective immediately upon the reverse split the company will have
1,947,770 shares outstanding and a market capitalization of
approximately $3.4 million.

Headquartered in Novato, California, SpatiaLight Inc. (NasdaqCM:
HDTV) (OTC BB: HDTV) -- http://www.spatialight.com/--  
manufactures high-resolution liquid crystal on silicon imagers for
use in high-definition display applications such as rear
projection televisions, monitors, front projection systems, near-
to-eye applications, micro-projectors and other display
applications.  Founded in 1989, the company's primary
manufacturing facility is located in South Korea.

As reported in the Troubled Company Reporter on Aug. 16, 2007, the
company's consolidated balance sheet at June 30, 2007, showed
$5.9 million in total assets and $17.8 million in total
liabilities, resulting in a $11.9 million total stockholders'
deficit.

                       Going Concern Doubt

Odenberg, Ulakko, Muranishi & Co. LLP, in San Francisco, expressed
substantial doubt about SpatiaLight Inc.'s ability to continue as
a going concern after auditing the company's financial statements
for the years ended Dec. 31, 2006, and 2005.  The auditing firm
pointed to the company's recurring operating losses, negative cash
flows from operations, negative working capital position, and
stockholders' deficit.


STANDARD DRILLING: Posts $966,083 Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Standard Drilling Inc. reported a net loss of $966,083 for the
second quarter ended June 30, 2007, compared with a net loss of
$427,544 for the same period ended June 30, 2006.

For the three month periods ended June 30, 2007, and 2006, the
company had no revenues.  Due to the company's inability to obtain
additional financing, the company does not anticipate continuing
to operate in the contract drilling business and will continue
with the liquidation and sale of inventory until additional
financing becomes available.

For the three months ended June 30, 2007, operating expenses
totaled $887,223.  Of this amount, a total of $75,879 was for
costs associated with the company's general and administrative
expenses, $84,513 was for professional fees principally associated
with capital raising activities, $537,682 for compensation
expense, and $189,149 was depreciation expense.

At June 30, 2007, the company's consolidated balance sheet showed
$17.7 million in total assets, $6.7 million in total liabilities,
and $11.0 million in total shareholders' equity.

The company's consolidated financial statements for the quarterr
ended June 30, 2007, also showed strained liquidity with $922,813
in total current assets available to pay $6.7 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?22e9

                       Going Concern Doubt

Moore & Associates, in Las Vegas, expressed substantial doubt
about Standard Drilling Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
reported that the company has commitments for the purchase of
equipment that exceed available funds, has no revenues, and has
generated operating losses since inception.

                     About Standard Drilling

Standard Drilling Inc. (OTC BB: STDRE.OB) Standard Drilling, a
Nevada corporation, was organized to provide contract land
drilling services to independent and major oil and gas exploration
and production companies.  As of June 30, 2007, the company has
one 1500 horsepower land drilling rig and certain key components
and partial inventory for two 1500 horsepower rigs which are under
construction.  The company has a contract with Romfor West Africa
Ltd. to construct two additional 1500 horsepower land drilling
rigs using currently owned key components together with newly
purchased additional components.

The company does not anticipate completing Rigs 2 and 3 and is
currently selling inventory associated with Rigs 2 and 3.


STRUCTURED ASSET: S&P Lowers Ratings on Class A and B Units
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $75.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture-Backed Series 2006-1
to 'B-' from 'B'.  The ratings remain on CreditWatch, where they
were placed with negative implications on Oct. 3, 2006.
     
The downgrades reflect the Aug. 20, 2007, lowering of the rating
on the underlying securities, the $79.795 million 7.25% debentures
due Nov. 15, 2096, issued by Tribune Co., and its continued
placement on CreditWatch negative.
     
SATURNS Tribune Co. Debenture-Backed Series 2006-1 is a pass-
through transaction, and its ratings are based solely on the
rating assigned to the underlying collateral, Tribune Co.'s
$79.795 million 7.25% debentures.     


STRUCTURED ASSET: S&P Junks Ratings on 10 Certificate Classes
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 29
classes of mortgage pass-through certificates from eight
Structured Asset Investment Loan Trust transactions.  Of the
29 lowered ratings, S&P removed 16 from CreditWatch with negative
implications.  At the same time, S&P affirmed its ratings on the
remaining classes from various Structured Asset Investment Loan
Trust transactions.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, thereby reducing overcollateralization.  
As a result, O/C levels for these transactions have dropped to at
least 50% below their targets.  Furthermore, loss projections
indicate that the current performance trends may further
compromise credit support for the downgraded classes.  In
addition, these transactions have sizeable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs), which
suggests that the unfavorable performance trends are likely to
continue.  The severe delinquencies, as a percent of the current
pool principal balances, relative to O/C are as follows (series:
percent of current pool balance; approximate amount of
delinquencies versus available O/C):

     -- 2003-BC8: 15.92%; $21,284,244 in delinquencies versus
        $2,122,285 in O/C;

     -- 2003-BC9: 16.71%; $20,287,611 in delinquencies versus
        $1,415,561 in O/C;

     -- 2003-BC12: 14.51%; $20,201,257 in delinquencies versus
        $1,614,009 in O/C;

     -- 2004-3: 10.22%; $35,101,509 in delinquencies versus
        $3,537,718 in O/C;

     -- 2004-5: 14.94%; $12,882,164 in delinquencies versus
        $2,210,094 in O/C;

     -- 2004-7: 10.46%; $37,334,459 in delinquencies versus
        $6,103,099 in O/C;

     -- 2005-HE2: 15.74%; $59,678,367 in delinquencies versus
        $100 in O/C; and

     -- 2005-HE3: 15.94%; $179,965,309 in delinquencies versus
        $3,555,080 in O/C.

In addition, as of the July 2007 remittance report, cumulative
realized losses for the transactions with lowered ratings, as a
percentage of the original pool principal balances were as follows
(series: percent of original pool balances; approximate amount) :

     -- 2003-BC8: 1.13%, $12,243,256;
     -- 2003-BC9: 1.21%, $13,195,255;
     -- 2003-BC12: 1.23%, $13,130,373;
     -- 2004-3: 1.07%, $24,115,520;
     -- 2004-5: 0.83%, $6,980,748;
     -- 2004-7: 0.80%, $17,314,392;
     -- 2005-HE2: 1.71%, $14,399,089; and
     -- 2005-HE3: 1.05%, $24,887,908.

The affirmations reflect credit support levels that are sufficient
to maintain the current ratings.

The collateral consists of subprime, fixed- or adjustable-rate,
first- or second-lien mortgage loans secured by one- to four-
family residential properties.


Ratings Lowered

Structured Asset Investment Loan Trust
Mortgage pass-through certificates

                                      Rating
                                      ------
              Series    Class  To               From
              ------    -----  --               ----
              2003-BC8  M4     BB               BBB+
              2003-BC9  M4     B                BBB+
              2003-BC9  M3     BBB              A-
              2003-BC12 M3     BBB              A-
              2004-3    M4     BB               BBB+
              2004-3    M3     BBB              A-
              2004-5    M8     BB               BBB
              2005-HE2  B3     D                CCC
              2005-HE2  B1     CCC              BB+
              2005-HE2  M10    B                BBB-
              2005-HE3  M11    CCC              BBB
              2005-HE3  M10    B                BBB
              2005-HE3  M9     B                BBB
               
Ratings Lowered and Removed from Creditwatch Negative

Structured Asset Investment Loan Trust
                Mortgage pass-through certificates

                                      Rating
                                      ------
              Series    Class  To               From
              ------    -----  --               ----
              2003-BC8  B      CCC              BB-/Watch Neg
              2003-BC8  M5     B                BB/Watch Neg
              2003-BC9  B      CCC              BB-/Watch Neg
              2003-BC9  M5     CCC              BB/Watch Neg
              2003-BC12 B      CCC              B/Watch Neg
              2003-BC12 M6     B-               BB-/Watch Neg
              2003-BC12 M5     B                BB/Watch Neg
              2003-BC12 M4     BB               BBB+/Watch Neg
              2004-3    B      CCC              B/Watch Neg
              2004-3    M6     B-               BBB-/Watch Neg
              2004-3    M5     B                BBB/Watch Neg
              2004-5    B      B                BBB-/Watch Neg
              2004-7    B      B                BBB-/Watch Neg
              2005-HE2  B2     CCC              B/Watch Neg
              2005-HE3  B2     CCC              BB+/Watch Neg
              2005-HE3  B1     CCC              BBB-/Watch Neg
               
Ratings Affirmed

             Structured Asset Investment Loan Trust

      Series    Class                                 Rating
      ------    -----                                 ------
      2003-BC8  2-A,3-A2,3-A3                         AAA
      2003-BC8  M1                                    AA
      2003-BC8  M2                                    A
      2003-BC8  M3                                    A-
      2003-BC9  2-A,3-A2,3-A3                         AAA
      2003-BC9  M1                                    AA
      2003-BC9  M2                                    A
      2003-BC12 1-A,2-A,3-A                           AAA
      2003-BC12 M1                                    AA
      2003-BC12 M2                                    A
      2004-3    A3                                    AAA
      2004-3    M1                                    AA
      2004-3    M2                                    A
      2004-5    A-SIO                                 AAA
      2004-5    M2                                    AA+
      2004-5    M3                                    AA
      2004-5    M4                                    AA-
      2004-5    M5                                    A
      2004-5    M6                                    A-
      2004-5    M7                                    BBB+
      2004-7    A7,A8                                 AAA
      2004-7    M1                                    AA+
      2004-7    M2                                    AA
      2004-7    M3                                    AA-
      2004-7    M4                                    A
      2004-7    M5                                    A-
      2004-7    M6                                    BBB+
      2004-7    M7                                    BBB
      2005-HE2  A2,A3                                 AAA
      2005-HE2  M1                                    AA+
      2005-HE2  M2                                    AA
      2005-HE2  M3                                    AA-
      2005-HE2  M4                                    A+
      2005-HE2  M5                                    A
      2005-HE2  M-6                                   A-
      2005-HE2  M7                                    BBB+
      2005-HE2  M8,M9                                 BBB
      2005-HE3  A2,A4,A5                              AAA
      2005-HE3  M1                                    AA+
      2005-HE3  M2                                    AA
      2005-HE3  M3                                    AA-
      2005-HE3  M4                                    A+
      2005-HE3  M5                                    A
      2005-HE3  M6,M7                                 A-
      2005-HE3  M8                                    BBB+      


STUART COOPER: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Stuart Douglas Cooper
        Dana Diamomd Cooper
        fdba Stuart Cooper-Hauling
        fdba World Wide Cycles
        113 Pleasant Hill Road
        Humboldt, TN 38343

Bankruptcy Case No.: 07-12635

Chapter 11 Petition Date: August 22, 2007

Court: Western District of Tennessee (Jackson)

Judge: G. Harvey Boswell

Debtor's Counsel: Timothy B. Latimer, Esq.
                  Utley & Latimer, P.C.
                  425 East Baltimore
                  Jackson, TN 38301
                  Tel: (731) 424-3315

Estimated Assets: $2,383,870

Estimated Debts:  $2,580,689

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Tennessee                real properties;          $246,664
P.O. Box 1545                  value of security:
Memphis, TN 38101-1545         $571,000; value of
                               senior lien: $411,452

Gary A. Taylor Investments     real properties;          $200,000
85-A Stonebrook Place          value of security:
Jackson, TN 38305              $571,000; value of
                               senior lien:
                               $658,116

Commercial Bank & Trust                                   $53,559
P.O. Box 1000
Paris, TN 38242-1000

Regions Bank                   2000 Freightliner;         $32,095
                               value of security:
                               $18,000

American Express                                          $29,457

Okaloosa County Tax Collector  2005 & 2006 taxes          $21,915
                               on real properties

H.F.C. Customer Service                                   $19,367

Bank of America                time share with            $14,970
                               Fairfield
                               Communities, Inc.

First Tennessee/Bankcard                                  $11,971
Center

Chase                                                     $11,636

Citi Cards                                                 $7,631

BancorpSouth                   business equity             $4,819
                               credit lines

Semmes-Murphey Clinic                                      $4,752

L.C. Systems, Inc.             Re: Five Star               $4,728
                               Quality Care, Inc.
                               (assisted living for
                               Debtor's mother)

City of Jackson                commercial building         $4,248

Madison County                 commercial building         $4,234
Trustee/Wilma Allen

United Recovery Systems        Re: Capital One Bank        $3,850
                               Bank 5291492417640840

Surveying Services, Inc.                                   $3,300

Gibson Co. Trustee/                                        $2,970
Leanne Smith

The C.B.E. Group, Inc.         Re: Citibank/Exxon          $2,925


SURF 2003: Credit Support Erosion Cues Moody's Ratings Review
-------------------------------------------------------------
Moody's Investors Service placed under review for possible
downgrade six tranches from three Specialty Underwriting and
Residential Finance deals issued in 2003.  SURF purchases loans
from brokers who underwrite to its guidelines.  The underlying
collateral for these deals consists of adjustable and fixed rate,
first lien residential mortgage loans.

Although the deals' losses are performing within the area of
original expectations, the certificates have been placed on review
for possible downgrade based upon recent and expected pool losses
and the resulting erosion of credit support.  

Overcollateralization amounts in all of the transactions are
currently below their floors and pipeline losses are likely to
cause further erosion of the overcollateralization, which could
put pressure on the subordinate tranches.  Furthermore, existing
credit enhancement levels may be low given the current projected
losses on the underlying pools.  Credit support deterioration seen
in these deals can be partially attributed to the deals passing
performance triggers and therefore releasing large amounts of
overcollateralization.

Complete rating actions are:

Review for Downgrade:

Issuer: Specialty Underwriting and Residential Finance Trust

-- Series 2003-BC1, Class B-1, Current rating Baa3, under review
    for possible downgrade

-- Series 2003-BC1, Class B-2, Current rating B3, under review
    for possible downgrade

-- Series 2003-BC2, Class B-1, Current rating Ba2, under review  
    for possible downgrade

-- Series 2003-BC2, Class B-2, Current rating B3, under review
    for possible downgrade

-- Series 2003-BC3, Class B-2, Current rating Ba1, under review
    for possible downgrade

-- Series 2003-BC3, Class B-3, Current rating B2, under review
    for possible downgrade


TEGRANT CORPORATION: Moody's Places Corporate Family Rating at B3
-----------------------------------------------------------------
Moody's Investors Service assigned first time ratings to Tegrant
Corporation, which included a B3 corporate family rating, B3
probability of default rating, B2 rating for the senior secured
first lien credit facility and a Caa2 rating for the senior
secured second lien credit facility.  The rating outlook is
stable.

On March 8, 2007, Metalmark Capital acquired Tegrant from Svenska
Cellulosa Aktiebolaget SCA for $400 million, excluding fees and
expenses.  Metalmark used a $215 million first lien term loan,
$75 million second lien term loan and a $123 million equity
contribution to fund the transaction.  The first lien facility
also included a $50 million revolver, which was undrawn at close,
but is expected to be used to fund peak working capital
requirements.

Moody's assigned these ratings:

-- B2 (LGD 3, 37%), $50 million senior secured first lien
    revolver due 2013

-- B2 (LGD 3, 37%), $215 million senior secured first lien term
    loan B due 2013

-- Caa2 (LGD 5, 85%), $75 million senior secured second lien term
    loan due 2015

-- B3, corporate family rating

-- B3, probability of default rating

The rating outlook is stable.

In assigning the B3 corporate family rating Moody's gave
significant consideration to Tegrant's recent operating
performance, weak free cash flow to debt, lack of long term
contracts with customers, exposure to cyclical end markets, small
size, and status as a new stand alone entity.  The company has
recently experienced revenue and EBITDA declines due to
deterioration in its largest segment (Industrial Products
division).  Moody's believes weakness in this segment will persist
due to the downturn in the housing market and the negative effect
on sales from housing related accounts.  Free cash flow to debt is
weak for the rating category and the company has environmental
liabilities which may further strain free cash flow.  
Additionally, Tegrant is expected to continue to seek modest debt
financed acquisitions which expand the current suite of products
available to existing customers.

The ratings are supported by the company's leading position in its
markets, highly engineered and customized product mix and good
liquidity.  The scale and scope of the company's business provides
an advantage in retaining customers, servicing national accounts
and maintaining margins.  Tegrant also has exposure to rapidly
growing, but potentially volatile, pharmaceutical and
biotechnology packaging segment.  The company has a well-
experienced management team and a low concentration of sales.

Tegrant Corporation, headquartered in DeKalb, Illinois, is a North
American provider of highly engineered, "made-to-order", packaging
solutions.  The company customizes its packaging solutions with a
wide variety of material including various foams, corrugated
paperboard, wood and thermoformed plastics.  Tegrant employees
about 2,200 personnel and has 34 manufacturing facilities located
through the US and Mexico.  Revenues for the twelve months ended
March 31, 2007 were $424 million.


TERWIN MORTGAGE: Moody's Junks Rating on Class 1-B-4 Certificates
-----------------------------------------------------------------
Moody's Investors Service downgraded three certificates and
upgraded four certificates from three Terwin Mortgage Trust
transactions.  All the transactions closed in 2004 and are backed
primarily by fixed-rate closed-end second lien mortgage loans.

These rating actions are based on the fact that the bonds' current
credit enhancement levels, including excess spread, are too low or
are high compared to the current projected loss numbers for the
current rating levels.

The complete rating actions are:

Issuer: Terwin Mortgage Trust 2004-4SL

-- Class B-3, downgraded from Ba2 to B3;

Issuer: Terwin Mortgage Trust 2004-6SL

-- Class B-3, downgraded from Ba2 to B2;

Issuer: Terwin Mortgage Trust 2004-18SL

-- Class I-M-3, upgraded from A3 to Aaa;
-- Class 1-B-1, upgraded from Baa1 to A1;
-- Class 1-B-2, upgraded from Baa2 to A2;
-- Class 1-B-3, upgraded from Baa3 to Baa1;
-- Class 1-B-4, downgraded from Ba2 to Caa1.


THISTLE MINING: Names John Bredenhann as Chief Executive Officer
----------------------------------------------------------------
Thistle Mining Inc. has appointed John Bredenhann as chief
executive officer, for an initial period of six months effective
Aug. 26, 2007.  He will replace Gerrit Kennedy, whose CEO term was
completed.  Mr. Kennedy has decided to retire from the mining
industry to pursue other business interests.

The board thanked Mr. Kennedy for past services and wishes him
success in his future endeavours.
    
Mr. Bredenhann is a mining executive and has over 38 years
operational experience in the hard rock South African gold mining
industry.  Prior to joining Thistle, Mr. Bredenhann was chief
executive officer of the Placer Dome - Western Areas Joint Venture
that ran the South Deep Gold mine now part of the Gold Fields of
South Africa group.
    
Mr. Bredenhann has also held various executive positions in the
Gold Fields group including as senior consultant - group projects,
senior manager operations of the Kloof Division and mine manager
of Driefontein Consolidated.  Mr. Bredenhann is a South African
citizen.
    
"I am sure everyone will join me in welcoming the arrival as chief
executive officer of John Bredenhann, with all the mining
experience and leadership qualities that he will bring to the
role, and we wish him success," Lord Lang, the chairman of
Thistle, stated.
    
Mr. Bredenhann indicated that he will conduct a review of the
operations of the president Steyn Gold Mine.  One of
Mr. Bredenhann's key responsibilities will be to provide
leadership to president Steyn Gold Mine until any divestiture of
the mine is completed.

Established in 1996, Thistle Mining Inc. (TSX: THT and AIM: TMG)
-- http://www.thistlemining.com/-- has spent its time   
productively seeking out special opportunities in the mining
sector.  From the start, the principal focus was on operations
with proven reserves.  At present, the company has a
geographically diversified portfolio in two continents - more
specifically, in South Africa and in the Philippines.  Thistle
Mining's objective is to own or control reserves of 5 million
ounces of gold and to have group production of 500,000 ounces of
gold per annum.

                         *     *     *

The going concern basis of the company's financial statements
presentation assumes that Thistle will continue in operation for
the year ahead and will be able to realize its assets and
discharge its liabilities and commitments in the normal course of
business.  The company incurred losses of $4.2 million during the
nine months ended Sept. 30, 2006.  At Sept. 30, 2006, the
company's current liabilities exceeded its current assets by
$51.3 million and the company's total liabilities exceeded its
total assets by $14.2 million.


THORNBURG MORTGAGE: Sells $20.5 Billion of Mortgage Portfolio
-------------------------------------------------------------
Thornburg Mortgage, Inc. reported last week the sale of a
substantial portion of its AAA-rated mortgage securities portfolio
and a significant reduction in its borrowings portfolio.  The
company took these actions to address challenges in meeting its
liquidity and financing needs caused by rapidly declining mortgage
securities prices and simultaneous declines in the value of its
hedging instruments.  These rapid declines negatively impacted the
company's ability to continue to support its borrowings
collateralized by its high quality mortgage securities portfolio.

As a result of these unprecedented conditions in the mortgage
financing market, Thornburg Mortgage undertook these aggressive
portfolio management actions:

   * the sale of approximately $20.5 billion of primarily AAA-
     rated MBS (mortgage-backed securities), underscoring the
     salability of the company's high credit quality portfolio;

   * the sale resulted in the reduction of its mortgage asset
     portfolio from $56.4 billion at June 30, 2007 to
     approximately $36.4 billion at Aug. 17, 2007; its reverse
     repurchase and commercial paper borrowings from $32.9 billion
     at June 30, 2007 to approximately $12.4 billion at Aug. 17,
     2007; and its future exposure to margin calls on its short-
     term borrowings; and

   * the termination of approximately $41.1 billion of interest
     rate hedging instruments, thereby reducing the company's
     exposure to market value changes related to its hedging
     portfolio.

Because of these actions to stabilize the company's ability to
meet its financing obligations and continue its mortgage portfolio
lending operation, the company estimates it will realize an
approximate capital loss of $930 million as a result of mortgage
securities sales for the quarter ending Sept. 30, 2007.  Of this
total, $700 million was already reflected as an accumulated
comprehensive loss on the company's consolidated balance sheet at
June 30, 2007.  Further, as a result of the termination of its
interest rate hedging instruments, the company realized a net gain
of approximately $40 million, the majority of which will be
capitalized and realized over the remaining life of those hedging
instruments as required by FAS133.

                Dividend Payment Moved Further

In light of the dramatic reduction in the company's mortgage
portfolio over the past week, the company is not yet prepared to
offer earnings or dividend guidance regarding the amount of any
future dividends beyond the September 17, 2007 distribution that
has already been declared.  However, the company did sell most of
its lowest yielding and negative spread assets as part of these
asset sales and expects to remain profitable on an operating basis
in the third quarter.  Further, the company believes that mortgage
yields have improved to at least 1.25% over its cost of funding
new mortgage assets, which indicates an expected improvement in
its portfolio margin going forward as compared to its reported
margins over the past year.  Finally, the company is not yet in a
position to comment on any additional tax implications of these
portfolio actions.

                           Book Value

The company's GAAP book value, which includes recent changes in
the market value of its mortgage securities portfolio and hedging
instruments, continued to decline over the course of the previous
week as mortgage market conditions continued to deteriorate and as
actual mortgage securities sales were completed by the company.   
The company's GAAP book value is estimated to be $12.40 as of
Aug. 17, 2007, which includes an estimated unrealized market value
loss of $2.42 per share as reflected as an accumulated
comprehensive loss, compared to $14.28 per share estimate as of
August 13, 2007, and $19.38 per share estimate as of June 30,
2007.

The further decline in book value is reflective of the continued
mortgage market deterioration as well as the market impact of the
aggressive sale activities of the company in recent days, not a
change in the credit quality of the company's mortgage assets.  At
present, 93.7% of the company's real estate assets are rated AA or
AAA and its 60-day plus delinquent loans increased by only 2 basis
points between June 30 and July 31, to 0.23% from 0.21% - or 79
delinquent loans out of approximately 38,000 loans in its
portfolio - as compared to the national average of 2.32% as of
March 31, 2007 as reported by the Mortgage Bankers Association for
prime adjustable rate mortgage originators.

                          COO Comments

In reflecting on the situation, Larry Goldstone, the company's
president and chief operating officer, said, "Over the past 14
years, our excellent credit quality portfolio combined with our
liquidity and leverage policy limitations have proven to be more
than sufficient to allow us to support our borrowing requirements
even during some of the most difficult financing markets, such as
1994 and 1998.  However, this mortgage financing market has been
even more disruptive than either of those previous two periods for
both the industry and Thornburg Mortgage.  That said, we have now
greatly reduced our exposure to continued widening of the spread
between our mortgage assets and our hedging instruments and the
associated margin calls against our collateralized borrowings and
hedging instruments.  As a result, we believe we have nearly
stabilized our liquidity situation, which we expect will allow us
to begin to resume normal operations over the next two weeks as a
leading residential mortgage portfolio lender in the high quality
jumbo and super-jumbo adjustable-rate mortgage market."

Mr. Goldstone continued, "In response to the continued daily
deterioration of the global mortgage finance markets and the
decline in non-mortgage related interest rates, we took immediate,
decisive action over the past two weeks to reduce the company's
exposure to rapidly declining mortgage securities prices by
selling assets, improving our liquidity position, reducing our
borrowings and our ongoing exposure to further declines in
mortgage securities prices.  Additionally, we also reduced the
balance of our hedging instruments in order to mitigate exposure
to continued declines in the value of these instruments as a
result of falling interest rates.  We believe had we not taken
these aggressive steps when we did, the company's financial
position would have eroded even more sharply, which, in turn,
would likely have resulted in even greater losses as the mortgage
market continued to deteriorate.  Unfortunately, the mortgage
market continues to be in a state of rapid change so we will
continue to evaluate the market and determine the best course of
action for the company and our shareholders to further solidify
our financing situation and mitigate the impact of additional
margin calls in the event they should occur."

Within the next two weeks, Thornburg Mortgage hopes to reopen its
loan lock desk in an effort to gradually begin locking loans for
clients and accepting new jumbo ARM applications.  The company
also anticipates the gradual resumption of funding loans for its
nationwide base of lending partners and their clients.

"The actions of the past week have been regrettable and
disappointing for management and our shareholders," said Mr.
Goldstone.  "However, we expect that the mortgage market will be
substantially more profitable than it has been over the past
several years, and we anticipate that new high quality mortgage
assets can be originated and acquired at far better portfolio
margins than they have been in the past several years.  We fully
expect that, as we rebuild the company's lending business and its
asset base, our profitability will improve.  In addition, given
the rapid industry consolidation, we anticipate the mortgage
market will offer highly attractive growth opportunities for
Thornburg Mortgage's lending business."

                     About Thornburg Mortgage

Headquartered in Santa Fe, New Mexico, Thornburg Mortgage Inc.
(NYSE: TMA) -- http://www.thornburgmortgage.com/-- is a single-
family prime residential mortgage lender focused principally on
the jumbo segment of the adjustable rate mortgage market.  It
originates, acquires, and retains investments in adjustable and
variable rate mortgage assets.  Its ARM assets comprise of
purchased ARM assets and ARM loans, including traditional ARM
assets and hybrid ARM assets.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2007,
Fitch Ratings downgraded Thornburg Mortgage Inc.'s ratings and
placed them on Negative Watch.  The affected ratings include the
company's Issuer Default Rating which was lowered to 'CCC' from
'BB' and Preferred Stock rating which was cut to 'CC' from 'B+'.

As reported in the Troubled Company Reporter on Aug. 16, 2007,
Moody's Investors Service downgraded from Ba3 to B2 and from B2 to
Caa1 the senior unsecured debt and preferred stock ratings,
respectively, of Thornburg Mortgage Inc.  The ratings remain
under review for possible downgrade.


TIDELANDS OIL: Posts $3.7 Million Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Tidelands Oil & Gas Corp. reported a net loss of $3.7 million for
the second quarter ended June 30, 2007, compared with a net loss
of $2.0 million for the same period ended June 30, 2006.

The company reported revenues of $483,999 for the three months
ended June 30, 2007, compared to revenues of $407,124 for the
three months ended June 30, 2006.  The revenue increase resulted
from increasing volumes and product prices for propane sold by the
company's Sonterra Energy Corporation subsidiary to residential
customers.

Total costs and expenses for the three months ended June 30, 2007,
were $4.2 million versus $2.4 million for the three months ended
June 30, 2006.  The primary reason for the increase was the non-
cash impairment loss of $2.6 million incurred during the three
months ended June 30, 2007, versus no impairment loss for the
three months ended June 30, 2006.

At June 30, 2007, the company's consolidated finacial statements
showed $13.1 million in total assets, $11.9 million in total
liabilities, and $1.2 million in total shareholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $776,553 in total current assets
available to pay $11.9 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?22e8

                       Going Concern Doubt

Baum & Company P.A., in Coral Springs, Florida, expressed
substantial doubt about Tidelands Oil & Gas Corp.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Dec. 31,
2006, and 2006.  The auditing firm pointed to the company's   
recurring losses from operations and net working capital
deficiency.

The company has experienced and continues to experience negative
cash flows from operations, as well as an ongoing requirement for
substantial additional capital investment.  The company needs to
raise substantial additional capital to accomplish its business
plan this year and over the next several years.  

                       About Tidelands Oil
Based in San Antonio, Texas, Tidelands Oil & Gas Corporation
(OTC BB: TIDE.OB) --   http://www.tidelandsoilandgas.com/--  
focuses on development of mid-stream oil and gas projects
including natural gas pipeline infrastructure, retail NGL sales,
and natural gas receiving and storage facilities.  


TRANSDIGM INC: Completes $300 Mil. Offer of 7-3/4% Senior Notes
---------------------------------------------------------------
TransDigm Inc., a whollyowned subsidiary of TransDigm Group
Incorporated, has completed its offer to exchange up to
$300 million aggregate principal amount of 7-3/4% Senior
Subordinated Notes due 2014 that were issued on Feb. 7, 2007, for
an equal principal amount of 7-3/4% Senior Subordinated Notes due
2014, that have been registered under the Securities Act of 1933,
as amended.

The exchange offer expired at 5 p.m., New York City time, on
Aug. 22, 2007.  A total of $300 million aggregate principal amount
of the Additional Notes, representing 100% of the outstanding
principal amount of the Additional Notes, were validly tendered
and accepted for exchange by TransDigm Inc.

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

                          *     *     *

Moody's Investor Services placed B1 on TransDigm Inc.'s
probability of default and long term corporate family rating on
September 2006.  The outlook is negative.  These ratings still
holds to date.

Standard and Poor's assigned B+ on its long term foreign and local
issuer credit on June 2003.  The outlook is stable. These ratings
still holds to date.


TRANSLAND FINANCIAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------------
Alleged Debtor: Transland Financial Services, Inc.
                2701 Maitland Center Parkway
                Suite 300
                Maitland, FL 32751-7416

Case Number: 07-03834

Type of Business: The Debtor is a full service mortgage lender.
                  See http://www.transland.com/

Involuntary Petition Date: August 23, 2007

Court: Middle District of Florida (Orlando)

Judge: Arthur B. Briskman

Petitioners' Counsel: Lynn James Hinson, Esq.
                      Dean Mead Egerton
                      P.O. Box 2346
                      Orlando, FL 32802
                      Tel: (407) 841-1200
                      Fax: (407) 423-1831

                            -- and --

                      Esther A. McKean, Esq.
                      Akerman Senterfitt
                      P.O. Box 231
                      Orlando, FL 32802-0231
                      Tel: (407) 419-8583
                      Fax: (407) 843-6610
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
Tier One Bank                  Loan Payoffs -        $12,944,501
1235 North Street              Failure of
Lincoln, NE 68508              Remittance

Federal Trust Bank             Loan Payoffs -         $2,400,000
420 West 1st Street            Failure of
Sanford, FL 32771              Remittance

MidCountry Bank                Loan Payoffs -         $7,600,000
1001 Labore                    Failure of
Industrial Court, Suite 3      Remittance
Vadnais Heights, MN 55110


TRINITY CHURCH: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Trinity Church and Christian Center, Inc.
        3835 Raleigh Millington Road
        Memphis, TN 38105

Bankruptcy Case No.: 07-28031

Type of Business: The Debtor is a religious organization.

Chapter 11 Petition Date: August 23, 2007

Court: Western District of Tennessee (Memphis)

Judge: Jennie D. Latta

Debtor's Counsel: Ted I. Jones, Esq.
                  Vaughn, Jones, & Vandeveer
                  Suite 1928, 100 North Main Building
                  Memphis, TN 38103
                  Tel: (901) 526-4248

Total Assets: $1,577,500

Total Debts:    $937,818

Debtor's List of its 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Allstar Consulting                                         $17,000
Group, LLC
Suite 11
1930 Exeter Avenue
Germantown, TN 38138

Financial Pacific Leasing      Lease Purchase on            $9,000
3455 South 344th Way           Day Care Equipment
Suite 300
Auburn, WA 98001

Monsarratt Pallet Co.                                       $8,000
1018 North Hollywood
Memphis, TN 38107

Marlin Leasing Corp.           Lease Purchase on            $7,957
                               Church Organ

Great American Leasing Corp.   Lease Purchase on            $5,000
                               Copier

Office Depot                                                $4,099

Regions Bank                                                $3,000

Daimler Chrysler Credit        Vehicle                     $18,000
                                                          Secured:
                                                           $15,000

Shelby County Trustee          Real Estate Taxes            $1,963

City of Memphis Treasurer                                   $1,759

GMAC                           Vehicle                      $6,000
                                                          Secured:
                                                            $4,500

U.S. Bankruptcy Court          Court Expenses               $1,039


US INVESTIGATIONS: Highly Leveraged Capital Cues S&P to Cut Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Falls Church, Virginia-based U.S. Investigations
Services Inc. to 'B' from 'B+'.  The rating was removed from
CreditWatch, where it had been placed with negative implications
on May 14, 2007, following the company's announcement that it had
agreed to be acquired by Providence Equity Partners from Welsh,
Carson, Anderson & Stowe and The Carlyle Group, for approximately
$1.5 billion, exclusive of fees and expenses.  The outlook is
negative.
     
At the same time, Standard & Poor's assigned its bank loan and
recovery ratings to USIS' proposed senior secured facilities.  The
$815 million aggregate senior secured facilities, consisting of a
$725 million term loan due 2015 and $90 million revolver due 2013,
were rated 'B+', one notch above the corporate credit rating, with
a recovery rating of '2', indicating secured lenders could expect
substantial(70%-90%) recovery in the event of a payment default.  
     
Additionally, the company's bridge facilities, consisting of a
$250 million senior unsecured term loan and a $190 million
subordinated term loan, were rated 'CCC+', two notches below the
corporate credit rating.
     
"The downgrade reflects USIS' highly leveraged capital structure
and reduced cash flow generating ability following PEP's leveraged
buyout of USIS," said Standard & Poor's credit analyst Mark
Salierno.  Net proceeds from the new bridge facilities will be
used to finance the acquisition of USIS by PEP, for a transaction
value of about $1.5 billion.
     
The ratings on USIS (a provider of preemployment screening,
professional security, and background investigation services)
reflect the company's highly leveraged capital structure, reduced
financial flexibility post-LBO, narrow business focus, and high
customer concentration.  Ratings support is provided by the
company's defendable leading position in preemployment screening
services, the favorable growth prospects for background
investigations, and the growth of the U.S. security services
industry overall.


VOIP INC: Posts $11.9 Million Net Loss in Quarter Ended June 30
---------------------------------------------------------------
VoIP Inc. announced on Aug. 21, 2007, its results for the second
quarter and six months ended June 30, 2007.

Net loss applicable to common stockholders, including discontinued
operations, for the second quarter was $11.9 million, versus
$5.2 million for the second quarter of 2006.  

Net loss for the second quarter, excluding discontinued
operations, was $5.8 million, versus a net loss of $5.0 million
for the second quarter of 2006.

The 2007 second quarter loss includes $3.5 million in litigation
credits and a $900,000 credit to reflect the fair value of the
company's warrant liability; the 2006 second quarter includes a
charge of $4.7 million in relation to the warrants' fair value.

Revenue for the second quarter was $1.9 million, as compared with
$2.0 million for the same period in 2006.  The negative gross
profit of $456 thousand (23% of revenues) in 2006 reflects costs
paid to third party vendors that exceeded the revenues the company
charged to terminate the calls of its customers.  For the same
period in 2007, the company's negative gross profit was $126
thousand (7% of revenues).  The gross profit improvement in 2007
was achieved by using lower cost routes and negotiating more
favorable pricing.  The company's operating loss for the quarter
was $5.1 million, versus a loss of $6.8 million for the second
quarter of last year.

"This quarter was one of building the business - paving the way
for future growth," said Anthony J. Cataldo, VoIP Inc.'s chairman
and chief executive officer.  "We executed according to plan and,
as recently reported, saw July revenues increase 59% sequentially
from June to approximately $852,000, primarily reflecting the 47%
improvement in total termination minutes of use on our network.  
In addition, the average price per minute charged to our customers
rose approximately 15% sequentially.  In August, we are
experiencing even greater traffic over our network, and expect
revenue for the month to climb well over $1 million, with a
corresponding increase in total termination minutes.

"Going forward, we will look to drive margin expansion as we
continue to leverage our state-of-the-art network to increase
minutes, streamline our operations, and rapidly grow the
business," Mr. Cataldo continued.  "Having completed the initial
investment in our infrastructure, we are now positioned to service
over 50 million households and businesses, offering improved
quality and service to our clients nationwide.  During the
remainder of 2007, we plan to further build out the network, which
will enable us to service over 200 million subscriber and
enterprise lines by year end - with the most reliable platform in
the industry.

"In addition, the recent completion of our reverse stock split
allows the company to attract a wider audience of investors who
can appreciate our rapidly-evolving story; and at the same time,
we have reduced the company's debt, improved our balance sheet and
provided for increased financial flexibility, as we finalize plans
to provide capital for future growth.  We are encouraged by our
increasing traffic and improving fundamentals, and we expect our
operations to post strong growth during the second half of 2007 -
positioning VoIP to truly become the leading provider of internet-
enabled communications in the U.S."

For the first six months of 2007, VoIP reported revenue of
$3.6 million versus $4.2 million in the same period last year.  
The negative gross profit of $1.6 million (39% of revenues) in
2006 reflects costs paid to third party vendors that exceeded the
revenues the company charged to terminate the calls of its  
customers.  For the same period in 2007, the negative gross profit
was $477 thousand (13% of revenues).  The gross profit improvement
in 2007 was achieved by using lower cost routes and negotiating
more favorable vendor pricing.

The operating loss was $9.9 million for the six months ended
June 30, 2007, as compared with a loss of $15.7 million in 2006.
Net loss for the period, excluding discontinued operations, was
$19.9 million, versus a net loss of $17.6 million for the first
six months of 2006.  The 2007 results include $2.5 million in
litigation credits and a $2.7 million increase in the fair value
of the company's warrant liability; the 2006 second quarter
includes a credit of $3.4 million in relation to the warrants'
fair value.  Net loss applicable to common stockholders, including
discontinued operations, for the first six months of 2007 was
$25.4 million, versus $19.0 million for the same period in 2006.
About VoIP, Inc.

At June 30, 2007, the company's consolidated balance sheet showed
$31.2 million in total assets, $27.2 million in total liabilities,
and $4.0 million in total stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $654,599 in total current assets
available to pay $27.0 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?22dd

                       Going Concern Doubt

Berkovits, Lago & Company LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about VoIP 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 dependence on outside
financing, lack of sufficient working capital, and recurring
losses.

VoIP Inc. is also required to file registration statements to
register amounts ranging up to 200% of the shares issuable
upon conversion of the company's July and October 2005, January
and February 200, October 2006, February 2007, April 2007, and
June 2007 convertible notes, and all of the shares issuable upon
exercise of the warrants issued in connection with these notes.
Certain registration statements were filed, but have since become
either ineffective or withdrawn.  Until sufficient registration
statements are declared effective by the Securities and Exchange
Commission, the company is liable for liquidated damages totaling
$2,507,813 through June 30, 2007, and will continue to incur
additional liquidated damages of $209,935 per month until the
required shares and warrants are registered.

Since October 2005, the company has been in violation of certain
requirements of the convertible notes.  While the investors have
not declared these notes currently in default, the full amount of
the notes at June 30, 2007 has been classified as current.

                           About VoIP

Based Altamonte Springs, Fla., VoIP Inc. (OTC BB: VOII.OB) --
http://www.voipincorporated.com/-- provides turnkey Voice over  
Internet Protocol (VoIP) communications solutions for service
providers, resellers and consumers worldwide.  The Company is also
a certified Competitive Local Exchange Carrier (CLEC) and Inter
Exchange Carrier (IXC).


WHOLE FOODS: Court Junks FTC's Motion, Wild Oats Merger to Proceed
------------------------------------------------------------------
Whole Foods Market Inc. and Wild Oats Markets Inc. are now legally
cleared to proceed with their merger as the U.S. Court of Appeals
for the District of Columbia has denied the FTC's request for a
stay to preclude the closing of the merger pending the FTC's
appeal and has dissolved the Aug. 20, 2007, administrative
injunction, which had prevented the transaction from going
forward while the court considered the FTC's motion.
    
"We are pleased to have cleared what we expect to be our last
legal hurdle," John Mackey, chairman, CEO, and co-founder of Whole
Foods Market, said.  "We look forward to closing this merger and
believe the synergies gained from this combination will create
long-term value for our customers, vendors and shareholders well
as exciting opportunities for our new and existing team members."
    
Whole Foods Market's tender offer to purchase outstanding shares
of common stock of Wild Oats expires Monday, Aug. 27, 2007, at
5:00 p.m., Eastern Time.
    
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 6, 2007, 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.  

On Aug. 16, 2007, the U.S. District Court for the District of
Columbia denied the FTC's motion for a preliminary injunction.  In
order to permit an orderly review by the District Court and
the Court of Appeals, Whole Foods and Wild Oats agreed not to
consummate the transaction until noon Monday, Aug. 20, 2007, in
order to permit the FTC to have an opportunity to request a stay
of the District Court's decision pending appeal.

On Aug. 17, 2007, the FTC filed with the District Court a motion
for a stay pending appeal, which was denied the same day.  The FTC
also filed a motion with the U.S. Court of Appeals for the
District of Columbia for a stay pending appeal the District
Court's order.

On Aug. 20, 2007, the United States Court of Appeals for the
District of Columbia Circuit issued an administrative injunction
preventing the transaction from going forward, pending further
order of the Court of Appeals, in order to allow the court
sufficient opportunity to review the FTC's motion.
   
For further information, please contact: Whole Foods Market
Investor Contact - Cindy McCann, (512) 542 0204; Media Contact -
Kate Lowery, (512) 542 0390; or Wild Oats Markets Investor and
Media Contact - Sonja Tuitele (303) 396 6984.
    
                     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.


XERIUM TECHNOLOGIES: Completes Restatement of Financial Reports
---------------------------------------------------------------
Xerium Technologies Inc. completed the previously-announced
restatement of certain of its previously-issued financial
statements, following a review of the accounting treatment of
interest rate swaps that it entered into in June 2005.

Thomas Gutierrez, president and chief executive officer of Xerium
Technologies, commented, "We addressed the need to review our
financial statements in light of evolving, complex interest rate
swap accounting, and are pleased that we were quickly able to
resolve all issues completely and accurately.  As we noted
previously, these hedging activities have been successful in
fulfilling their goal of providing stability to the Company's
interest rate structure.  It should also be noted that this
technical accounting issue affected only interest expense, related
income taxes and net income (loss).  There was no impact on
operating cash flow, sales, operating income or Adjusted EBITDA,
nor does it affect the Company's debt covenants.  As can be seen
in the amended financial statements, the aggregate effect of the
restatement was to boost the Company's net income over the
restated period.  For the period of the third quarter 2007 through
the second quarter 2008, at which time the current interest rate
swaps are set to expire, we expect to record in the aggregate
approximately $8 million of additional interest expense to our
Income Statement in connection with marking to market through
earnings the 2005 interest rate swaps.  This additional interest
expense over that period is excluded for the purposes of our bank
covenant calculations and therefore has no effect on those
calculations."

The consolidated financial statements restated are the
consolidated balance sheets as of Dec. 31, 2006 and 2005 and the
consolidated statements of operations, stockholders' equity
(deficit), and cash flows for the years 2006 and 2005 and the
company's unaudited quarterly financial statements during these
years, commencing with the quarter ended June 30, 2005, and for
the quarter ended March 31, 2007.  

Accordingly, the company filed Thursday, an amended Annual Report
on Form 10-K/A for the year ended Dec. 31, 2006, and an amended
Quarterly Report on Form 10-Q/A for the quarter ended March 31,
2007, along with its Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007.

Xerium Technologies Inc. (NYSE: XRM) -- http://xerium.com/--
manufactures and supplies two types of products used primarily in
the production of paper: clothing and roll covers.  The company,
which operates around the world under a variety of brand names,
owns a broad portfolio of patented and proprietary technologies to
provide customers with tailored solutions and products integral to
production, all designed to optimize performance and reduce
operational costs.  With 33 manufacturing facilities in 14
countries around the world, Xerium Technologies has approximately
3,800 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2007,
Moody's Investors Service downgraded Xerium Technologies':
Corporate Family Rating, to B2 from B1; Senior Secured Term Loan,
to B2 from B1; Senior Secured Revolving Credit Facility, to B2
from B1; and Probability of Default Rating, to B2 from B1.


* Fitch to Incorporate Enhancements to Existing MI Capital Model
----------------------------------------------------------------
Effective August 23, Fitch Ratings Mortgage Insurance group said
it will be incorporating several enhancements to its existing
proprietary MI capital model reflecting the rapidly changing
mortgage environment being experienced in the U.S.  Some of these
updates also correspond to recent revisions that were made by
Fitch's U.S. Residential Mortgage-Backed Securities group in its
mortgage default and loss model, known as ResiLogic.

The revisions to the U.S. MI capital model will be mainly centered
on increasing the expected default probability used to model the
existing mortgage insurance-in-force exposure at each company,
reflecting changes that have taken place more recently in the U.S.
mortgage markets.  Consistent with recent enhancements made to the
ResiLogic model, Fitch will increase the default probability in
its MI capital model by 20%.  Fitch believes this higher assumed
default rate will better incorporate the risks inherent in the
U.S. mortgage market, such as greater deterioration in home prices
and significantly poorer performance of loans with certain
characteristics.

Fitch will also be applying a more significant capital charge to
all illiquid equity investments held within the investment
portfolios of the MI companies.  Going forward, the capital charge
for illiquid assets, such as investments in subsidiaries or equity
investments in unrelated third party entities will be increased to
100%.  Previously, Fitch had been applying a lower capital charge
against these assets.  The updated charge reflects the potential
challenges in extracting liquidity from such investments during
periods of financial stress.  The impact of this change will vary
by company, with several of the MI companies being relatively
unaffected.

Fitch notes that since the updated default rates will produce
greater gross capital charges for most MI companies, the nature of
any reinsurance arrangements will take on greater importance in
the overall model results going forward.  To the extent a MI
company has reinsurance in place to absorb modeled losses; the
model will now be recognizing a greater level of reinsurance
credit as a partial offset to the higher level of gross losses.  
This reinsurance credit may be most noteworthy for excess-of-loss
captive mortgage reinsurance coverage held in trusts for the
benefit of each primary MI company.

Fitch views the revisions announced [Thursday] as an interim step
in its development of an updated U.S. MI capital model, and
believes that the revisions reflect a timely reaction to recent
events.  Ultimately, Fitch intends to provide further upgrades to
its U.S. MI capital model, with the expectation of migrating to a
platform that more closely mirrors the dynamic ResiLogic model of
the agency's RMBS group.

Fitch is in the process of updating all MI companies' capital
model results with the revised model enhancements for the period
ending Dec. 31, 2006, and will announce results of this analysis
shortly.  In the near future, Fitch will also be producing capital
model results for each rated company's insured portfolio as of the
period ending June 30, 2007.

Under Fitch's updated MI model, there is a potential that some of
the MI companies rated by Fitch will no longer maintain the
necessary level of capital expected for their given ratings level.  
Fitch does not anticipate a significant number of rating actions
related to these revisions, and where actions are ultimately
taken, based on Fitch's preliminary analysis it is expected that
any downgrades will be limited to only one notch.  As discussed
previously, Fitch has stated that the MI industry has historically
maintained an abundant level of excess capital given their
respective rating levels.  That said, with the announced revisions
to the U.S. MI model, the perceived level of excess capital for
the U.S. MI companies will be noticeably reduced on a go-forward
basis.

Fitch will be reviewing the ratings of any company affected by the
model revisions and expects to provide updates to the market
within the next two weeks.


* Seyfarth Shaw Transfers to New York Times Building
----------------------------------------------------
Seyfarth Shaw LLP said it has transferred its New York office
to its new location, the New York Times Building, at 620 Eighth
Avenue between 40th and 41st Streets.

The firm, consisting of approximately 185 employees, including
both attorneys and support staff, was previously located in Radio
City Music Hall at Rockefeller Center at 1270 Avenue of the
Americas.

"Our New York office has more than doubled in size in the past two
years, and our new home accommodates our rapid expansion with
state-of-the-art technology and conferencing capabilities," said
Lorie E. Almon, co-managing partner of the New York office.

The firm first opened its New York office in 1979 with seven
attorneys.  The firm moved over 80 attorneys into its new office
space on Monday, and will accommodate over 140 lawyers in the new
space.

In May 2006, the firm was the first tenant to sign a lease at the
Renzo Piano-designed 52-story skyscraper.  The firm now occupies
100,000 square feet on floors 31, 32 and 33 of the building
located near the heart of bustling Times Square.

"When the firm signed its 17-year lease for our space at the New
York Times Building, it was a testament on behalf of the entire
firm to the importance of the continued growth and strength of our
New York office to fully serve our growing client base both
regionally and nationally," added John P. Napoli, co-managing
partner of the firm's New York office.

The firm can be reached at:

   Seyfarth Shaw LLP
   620 Eighth Avenue
   New York, NY 10018
   Tel: (212) 218-5269
   Fax: (212) 218-5526

Based in New York City, Seyfarth Shaw LLP --
http://www.seyfarth.com/-- has over 700 attorneys located in nine   
offices throughout the United States including Chicago, New York,
Boston, Washington D.C., Atlanta, Houston, Los Angeles, San
Francisco and Sacramento as well as Brussels, Belgium.  Seyfarth
Shaw provides a broad range of legal services in the areas of
labor and employment, employee benefits, litigation and business
services.  The firm's practice reflects virtually every industry
and segment of the country's business and social fabric.  Clients
include over 200 of the Fortune 500 companies, financial
institutions, newspapers and other media, hotels, health care
organizations, airlines and railroads.  The firm also represents a
number of federal, state, and local governmental and educational
entities.


* BOND PRICING: For the Week of August 20 -- August 25, 2007
------------------------------------------------------------

  Issuer                             Coupon   Maturity  Price
  ------                             ------   --------  -----
ABC Rail Product                     10.500%  01/15/04      0
ABC Rail Product                     10.500%  12/31/04      0
Ambac Inc                             6.150%  02/15/37      0
AHI-DFLT07/05                         8.625%  10/01/07     71
Albertsons Inc                        6.520%  04/10/28     73
Albertsons Inc                        6.530%  04/10/28     73
Albertsons Inc                        6.560%  07/26/27     74
Albertsons Inc                        6.570%  02/23/28     74
Albertsons Inc                        6.630%  06/02/28     74
Allegiance Tel                       11.750%  02/15/08     53
Alltel Corp                           6.800%  05/01/29     75
Amer & Forgn Pwr                      5.000%  03/01/30     59
Ames Dept Stores                     10.000%  04/15/06      0
Antigenics                            5.250%  02/01/25     71
Atherogenics Inc                      1.500%  02/01/12     37
Atlantic Coast                        6.000%  02/15/34      4
Bank New England                      8.750%  04/01/99      9
Bank New England                      9.500%  02/15/96     14
Bank New England                      9.875%  09/15/99      8
Budget Group Inc                      9.125%  04/01/06      0
Buffets Inc                          12.500%  11/01/14     74
Builders Transport                    6.500%  05/01/11      0
Burlington North                      3.200%  01/01/45     52
Calpine Gener Co                     11.500%  04/01/11     34
Cell Therapeutic                      5.750%  06/15/08     72
CIT Group Inc                         6.000%  04/01/36     72
CIT Group Inc                         6.100%  03/15/67     69
Claires Stores                       10.500%  06/01/17     74
Clear Channel                         4.900%  05/15/15     75
Clear Channel                         5.500%  12/15/16     74
Collins & Aikman                     10.750%  12/31/11      2
Comed Fin III                         6.350%  03/15/33     75
Color Tile Inc                       10.750%  12/15/01      0
Columbia/HCA                          7.050%  12/01/27     74
Columbia/HCA                          7.500%  11/15/95     74
Complete Mgmt                         8.000%  08/15/03      0
Comprehensive Care                    7.500%  04/15/10     60
Compucredit                           5.875%  11/30/35     65
Countrywide Home                      6.000%  07/23/29     74
Curagen Corp                          4.000%  02/15/11     63
Dana Corp                             6.500%  03/15/08     75
Dana Corp                             6.500%  03/01/09     72
Dana Corp                             7.000%  03/01/29     72
Decode Genetics                       3.500%  04/15/11     67
Delta Air Lines                       8.000%  12/01/15     56
Delta Mills Inc                       9.625%  09/01/07     15
Desa Intl Inc                         9.875%  12/15/07      0
Duquesne Light                        6.250%  08/15/35     74
Dura Operating                        8.625%  04/15/12     54
Dura Operating                        9.000%  05/01/09      7
Dura Operating                        9.000%  05/01/09      4
Dyersburg Corp                        9.750%  09/01/07      0
Empire Gas Corp                       9.000%  12/31/07      1
Encysive Pharma                       2.500%  03/15/12     70
Exodus Comm Inc                       5.250%  02/15/08      0
Exodus Comm Inc                      11.625%  07/15/10      0
Fedders North Am                      9.875%  03/01/14     18
Finlay Fine Jewelry                   8.375%  06/01/12     74
Finova Group                          7.500%  11/15/09     19
Florsheim Group                      12.750   09/01/02      0
Ford Motor Cred                       6.150%  12/22/14     75
Ford Motor Cred                       6.250%  01/20/15     73
Ford Motro Cred                       7.500%  08/20/32     71
Ford Motor Co                         6.375%  02/01/29     71
Ford Motor Co                         6.625%  02/15/28     71
Ford Motor Co                         6.625%  10/01/28     71
Ford Motor Co                         7.125%  11/15/25     71
Ford Motor Co                         7.400%  11/01/46     71
Ford Motor Co                         7.700%  08/01/26     73
Ford Motor Co                         7.700%  05/15/97     73
Ford Motor Co                         7.750%  03/15/43     73
Gateway Inc                           2.000%  02/31/11     75
General Motors                        6.750%  05/01/28     71
General Motors                        7.375%  05/23/48     73
GMAC                                  5.350%  01/15/14     75
GMAC                                  5.900%  01/15/19     72
GMAC                                  5.900%  01/15/19     74
GMAC                                  5.900%  10/15/19     68
GMAC                                  6.000%  02/15/19     75
GMAC                                  6.000%  03/15/19     73
GMAC                                  6.000%  03/15/19     72
GMAC                                  6.000%  03/15/19     74
GMAC                                  6.000%  04/15/19     72
GMAC                                  6.050%  08/15/19     73
GMAC                                  6.050%  08/15/19     73
GMAC                                  6.100%  09/15/19     66
GMAC                                  6.125%  10/15/19     74
GMAC                                  6.150%  08/15/19     74
GMAC                                  6.150%  09/15/19     70
GMAC                                  6.250%  04/15/19     74
GMAC                                  6.300%  08/15/19     74
GMAC                                  6.300%  08/15/19     74
GMAC                                  6.350%  07/15/19     73
GMAC                                  6.600%  05/15/18     74
GMAC                                  7.000%  06/15/22     71
GMAC                                  7.150%  03/15/25     72
GMAC                                  7.250%  02/15/25     74
Gulf States STL                      13.500%  04/15/03      0
Harrahs Oper Co.                      5.750%  10/01/17     74
Hercules Inc                          6.500%  06/30/29     74
Hines Nurseries                      10.250%  10/01/11     73
HNG Internorth                        9.625%  03/15/06     28
Iridium LLC/CAP                      10.875%  07/15/05     15
Iridium LLC/CAP                      11.250%  07/15/05     17
Iridium LLC/CAP                      13.000%  07/15/05     16
Iridium LLC/CAP                      14.000%  07/15/05     15
James River Coal                      9.375%  06/01/12     70
K Hovnanian Entr                      7.750%  05/15/13     73
Kaiser Aluminum                       9.875%  02/15/02      0
Kaiser Aluminum                      12.750%  02/01/03      6
Kellstrom Inds                        5.500%  06/15/03      0
Kellstrom Inds                        5.750%  10/15/02      0
Kimball Hill Inc                     10.500%  12/15/12     74
Kmart Corp                            9.350%  01/02/20     12
K Mart Funding                        8.800%  07/01/10     73   
Lehman Bros Holding                   5.800%  11/08/30     73
Lehman Bros Holding                  10.000%  10/30/13     71
Liberty Media                         3.750%  02/15/30     58
Liberty Media                         4.000%  11/15/29     64
Lifecare Holding                      9.250%  08/15/13     61
LTV Corp                              8.200%  09/15/07      0
McSaver Financl                       7.400%  02/15/02      0
McSaver Financl                       7.875%  08/01/03      0
Missuori Pac RR                       4.750%  01/01/30     73
Missuori Pac RR                       5.000%  01/01/45     73
Motorola Inc                          5.220%  10/01/97     71
Movie Gallery                        11.000%  05/01/12     25
Natl Steel Corp                       9.875%  03/01/09      0
New Orl Grt N RR                      5.000%  07/01/32     59
Northern Pacific RY                   3.000%  01/01/47     51
Northern Pacific RY                   3.000%  01/01/47     51
Northwest Steel & Wire                9.500%  06/15/01      0
NTK Holdings Inc                     10.750%  03/01/14     62
Nutritional Src                      1.125%   08/01/09     66
O'Sullivan Ind                       10.630%  10/01/08      0
Oakwood Homes                         7.875%  03/01/04     11
Oscient Pharma                        3.500%  04/15/11     70
Outboard Marine                       7.000%  07/01/02      0
Outboard Marine                       9.125%  04/15/17      0
Pac-West Telecom                     13.500%  02/01/09      3
Pac-West Telecom                     13.500%  02/01/09      8
PCA LLC/PCA FIN                      11.875   08/01/09      5
Pegasus Satellite                    12.375%  08/01/08      0
Phelps Dodge                          6.125%  03/15/34     70
Piedmont Aviat                       10.250%  01/15/49      0
Pixelworks Inc                        1.750%  05/15/24     74
Polaroid Corp                         6.750%  01/15/02      0
Polaroid Corp                         7.250%  01/15/07      0
Polaroid Corp                        11.500%  02/15/06      0
Pope & Talbot                         8.375%  06/01/13     60
Pope & Talbot                         8.375%  06/01/13     55
Primus Telecom                        3.750%  09/15/10     69
Primus Telecom                        8.000%  01/15/14     65
Pulte Homes Inc                       6.000%  02/15/35     74
Radnor Holdings                      11.000%  03/15/10      0
Rait Financial                        6.875%  04/15/27     63
Realogy Corp                         12.375%  04/15/15     74
Reliance Grp Hld                      9.000%  11/15/00      0
Residential Cap                       6.000%  02/22/11     74
Residential Cap                       6.500%  06/01/12     75
Residential Cap                       6.500%  04/17/13     74
Residential Cap                       6.875%  06/30/15     74
Rite Aid Corp.                        7.700%  02/15/27     74
RJ Tower Corp.                       12.000%  06/01/13      3
Saint Acquisition                    12.500%  05/15/17     63
SeviceMaster Co                       7.450%  08/15/27     70
Scotia Pac Co                         6.550%  01/20/07     50
SLM Corp                              5.000%  06/15/28     70
SLM Corp                              5.250%  12/15/28     70
SLM Corp                              5.400%  03/15/28     73
SLM Corp                              5.400%  03/15/30     74
SLM Corp                              5.400%  06/15/30     73
SLM Corp                              5.450%  06/15/28     71
SLM Corp                              5.450%  06/15/28     73
SLM Corp                              5.500%  06/15/29     70
SLM Corp                              5.500%  06/15/29     72
SLM Corp                              5.500%  03/15/30     70
SLM Corp                              5.500%  06/15/30     70
SLM Corp                              5.500%  12/15/30     71
SLM Corp                              5.550%  06/15/25     71
SLM Corp                              6.000%  12/15/29     71
SLM Corp                              5.650%  03/15/29     73
SLM Corp                              5.650%  12/15/29     73
SLM Corp                              5.650%  12/15/29     74
SLM Corp                              5.650%  06/15/30     75
SLM Corp                              5.700%  03/15/29     71
SLM Corp                              5.700%  03/15/29     74
SLM Corp                              5.700%  03/15/30     74
SLM Corp                              5.750%  03/15/29     73
SLM Corp                              5.750%  06/15/29     73
SLM Corp                              5.750%  06/15/29     75
SLM Corp                              5.750%  09/15/29     73
SLM Corp                              5.750%  09/15/29     75
SLM Corp                              5.750%  12/15/29     75
SLM Corp                              5.750%  03/15/30     72
SLM Corp                              5.800%  12/15/29     72
SLM Corp                              5.850%  09/15/29     73
SLM Corp                              6.000%  03/15/29     75
SLM Corp                              6.000%  06/15/29     74
SLM Corp                              6.000%  09/15/29     74
SLM Corp                              6.000%  09/15/29     75
SLM Corp                              6.000%  12/15/30     72
SLM Corp                              6.000%  12/15/31     72
SLM Corp                              6.350%  09/15/31     72
Spacehab Inc                          5.500%  10/15/10     49
Spectrum Brands                       7.375%  02/01/15     72
Standard Pac Corp                     6.250%  04/01/14     75
Standard Pac Corp                     7.500%  03/15/13     75
Standard Pacific                      7.000%  08/15/15     74
Standard Pacific                      9.250%  04/15/12     74
Stanley-Martin                        9.750%  08/15/15     72
Solutia Inc                           6.720%  10/15/37     73
Solutia Inc                           7.375%  10/15/27     74
Telcordia Tech                       10.000%  03/15/13     75
Tenet Healthcare                      6.875%  11/15/31     72
Times Mirror Co                       6.610%  09/15/27     69
Times Mirror Co                       7.250%  11/15/96     71
Times Mirror- New                     7.7500% 07/01/23     72
Tom's Foods Inc                      10.500%  11/01/04      1
Tousa Inc                             7.500%  03/15/11     38
Tousa Inc                             7.500%  01/15/15     33
Tousa Inc                             9.000%  07/01/10     71
Tousa Inc                             9.000%  07/01/10     72
Tousa Inc                             9.000%  07/01/10     71
Tousa Inc                            10.375%  07/01/12     44
TransTexas Gas                       15.000%  03/15/05      0
Tribune Co                            5.250%  08/15/15     72
United Air Lines                      9.350%  04/07/16     43
United Homes Inc.                    11.000%  03/15/05      0
US Air Inc.                          10.680%  06/27/08      0
US Air Inc.                          10.800%  01/01/49      0
Vertis Inc                           13.500%  12/07/09     72
Vicorp Restaurant                    10.500%  04/15/11     72
Viropharma Inc                        2.000%  03/15/17     75
Wachovia Corp                        15.500%  12/05/07     69
WCI Communities                       6.625%  03/15/15     72
WCI Communities                       7.875%  10/01/13     74
Weirton Steel                        10.750%  06/01/05      0
Werner Holdings                      10.000%  11/15/07      1
Westpoint Steven                      7.875%  06/15/05      0
William Lyon                          7.500%  02/15/14     72
William Lyon                          7.625%  12/15/12     74
Winstar Comm Inc                     12.750%  04/15/10      0
Winstar Comm                         14.000%  10/15/05      0
Wornick Co                           10.875%  07/15/11     75

                              *********

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 R. 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.

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