TCR_Public/070904.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, September 4, 2007, Vol. 11, No. 209

                             Headlines

ACCREDITED HOME: To Continue Lawsuit Against Lone Star
ACE HOLDING: Voluntary Chapter 11 Case Summary
ADVANCED MEDICAL: R. DeRisio Named as VP-Global Regulatory Affairs
ADVANCED MEDICAL: S&P Lowers Corporate Credit Rating to B+
ARRIVA PHARMACEUTICALS: Section 341 Meeting Set for October 1

ASBURY AUTOMOTIVE: Amends $115 Mil. Resale of 3% Senior Sub. Notes
ASSET SECURITIES: Moody's Cuts Ratings on Two Cert. Classes to Ba2
ATLAS AIR: Insufficient Information Cues Fitch to Remove Ratings
AXCESS INT'L: June 30 Balance Sheet Upside-Down by $4.3 Million
BANK OF NOVA SCOTIA: Moody's Affirms Ratings on Desarrollo Deal

BARGAIN CLEANERS: Voluntary Chapter 11 Case Summary
BERNOULLI HIGH: Moody's Rates $14 Million Income Notes at Ba3
BLEECKER STRUCTURED: Fitch Holds B- Rating on $8.5 Mil. A-1 Notes
BOSTON SCIENTIFIC: Settles Guidant Devices Dispute for $16.75MM
BUTCH PARKER: Judge Jones Approves Byrn Bass as Attorney

BUTCH PARKER: Section 341(a) Meeting Scheduled for September 19
CAV-TECH INC: Case Summary & Five Largest Unsecured Creditors
CENTRAL GARDEN: Inks Fifth Amendment to Credit Agreement
CENTRAL GARDEN: Moody's Downgrades Corporate Family Rating to B1
CHAPARRAL STEEL: CFIUS Authorizes Merger with Gerdau Ameristeel

CIT HOME: Moody's Junks Rating on Class BV Certificates
COMPLETE COMMUNICATIONS: Section 341 Meeting Slated for Sept. 25
COMPLETE COMMS: Wants Brown McCarroll as Bankruptcy Attorney
CRAWFORD COUNTY: Fitch Lifts Rating on $13MM Revenue Bonds to BB+
CWABS INC: Moody's Puts Ratings on 2004 Certificates Under Review

DRESSER-RAND: Amends $500 Mil. Secured Revolving Credit Facility
EMERALD RIVER: Voluntary Chapter 11 Case Summary
EPCO HOLDINGS: Fitch Withdraws "BB-" Issuer Default Rating
EYI INDUSTRIES: June 30 Balance Sheet Upside-Down by $5 Million
FELLOWS ENERGY: Has $454,408 Stockholders' Deficit as of June 30

FIRST MAGNUS: Wants $15 Million Wells Fargo Loan Deal Okayed
GENESCO INC: Incurs $4.2 Million Net Loss in Quarter Ended June 30
GENESCO INC: 2nd Quarter 2008 Results Disappoint Finish Line
GENOA HEALTHCARE: S&P Affirms "B" Corporate Credit Rating
GERDAU AMERISTEEL: CFIUS OKs Plan of Merger with Chaparral Steel

GOLDEN NUGGET: S&P Lifts Corporate Credit Rating to "B"
GRANT FOREST: S&P Lowers Long-Term Corporate Credit Rating to "B"
GRUPO TMM: Debt Redemption Cues Moody's to Remove "Caa1" Rating
GUARDIAN TECH: June 30 Balance Sheet Upside-Down by $8.1 Million
HOLLINGER INC: Court Extends Stay Under CCAA Until September 28

I AM THAT I AM: Case Summary & 19 Largest Unsecured Creditors
IESI CORPORATION: Acquires Winter Bros.
IESI CORP: Moody's Affirms "B1" Corporate Family Rating
IESI CORP: S&P Holds "BB" Long-Term Corporate Credit Rating
INTERACTIVE SYSTEMS: Earns $10,000 in Quarter Ended June 30

J.P. MORGAN: Fitch Puts Low-B Ratings on Six Certificate Classes
J.W. KENNEDY: Section 341 Meeting Scheduled for October 3
JAMES BILBERY: Case Summary & 16 Largest Unsecured Creditors
JOHN HOUSTON: Voluntary Chapter 11 Case Summary
LANDRY'S RESTAURANTS: Inks Pact with Bondholders to Resolve Issues

LANDRY'S RESTAURANT: S&P Lifts Corporate Credit Rating to "B"
LEAR CORPORATION: Moody's Affirms "B2" Corporate Family Rating
LEGACY COMM: June 30 Balance Sheet Upside-Down by $2.4 Million
MAXUM PETROLEUM: S&P Cuts Rating on $155 Million Term Loan to "B-"
MC COLLEYVILLE: Voluntary Chapter 11 Case Summary

MDWERKS INC: June 30 Balance Sheet Upside-Down by $685,451
MEDISTEM LAB: Posts $1.1 Million Net Loss in Qtr. Ended June 30
MGM MIRAGE: Board Stays Neutral on Infinity World's Tender Offer
MOHAMMED HAYAT: Voluntary Chapter 11 Case Summary
MYLAN LABS: Commences Tender Offers to Buy 5.75% and 6.38% Notes

NORTHWEST AIRLINES: Fitch Removes Junk Rating on Class D Notes
OPTION ONE: Moody's May Lower Ratings on Two Certificate Classes
ORAGENICS INC: Posts $591,725 Net Loss in Quarter Ended June 30
OWENS CORNING: Completes $371 Mil. Sale Deal with Saint-Gobain
PCS EDVENTURES!.COM: Posts $309,053 Net Loss in Qtr. Ended June 30

PRIDE INTERNATIONAL: Fitch Affirms "BB" Issuer Default Rating
PRIME MORTGAGE: Fitch Rates I-B-5 and II-B-5 Cert. Classes at "B"
QUEBECOR WORLD: Completes Tender Offer to Buy Capital's Sr. Notes
RAPTOR NETWORKS: June 30 Balance Sheet Upside-Down by $16 Million
REMY INT'L: Starts Vote Solicitation on Prepackaged Plan

REVERE INDUSTRIES: S&P Lowers Corporate Credit Rating to "B-"
RONALD LOFLIN: Case Summary & Six Largest Unsecured Creditors
SONTRA MEDICAL: Incurs $1 Million Net Loss in Qtr. Ended June 30
SPARE BACKUP: Earns $2.9 Million in Quarter Ended June 30
STANLEY JOCELYN: Case Summary & 13 Largest Unsecured Creditors

STEVEN FAIR: Case Summary & 20 Largest Unsecured Creditors
STRATUS SERVICES: June 30 Balance Sheet Upside-Down by $8 Million
STRUG-DIVISON: Case Summary & Largest Unsecured Creditor
TESORO PETROLEUM: Fitch Lifts Issuer Default Rating to BB+
TRUESTAR PETROLEUM: Involuntary Chapter 11 Case Summary

U.S. ANTIMONY: Posts $114,087 Net Loss for Quarter Ended June 30
ULTITEK LTD: June 30 Balance Sheet Upside-Down by $796,442
UNIVERSAL FOOD: Case Summary & 44 Largest Unsecured Creditors
VALLEY REALTY: Trustee Unable to Form Creditors' Committee
VALLEY REALTY: List of Largest Unsecured Creditors

VALLEY REALTY: Taps Greenberg Traurig as General Counsel
VIASPACE INC: Incurs $2.1 Million Net Loss in Qtr. Ended June 30
WESTWAYS FUNDING: Fitch Cuts Rating on One Note Class

* Fitch Assesses $1.3 Billion SACO Mortgage Certificates
* Fitch Rates $633.3 Million Loan Trust's Mortgage Certificates
* Moody's Upgrades and Reviews for Downgrade 26 New Century Certs.

* Large Companies with Insolvent Balance Sheets

                             *********

ACCREDITED HOME: To Continue Lawsuit Against Lone Star
------------------------------------------------------
Accredited Home Lenders Holding Co. will continue to pursue its
lawsuit against Lone Star Fund V (U.S.), L.P. and two of its
affiliates seeking specific performance of Lone Star's obligations
to close Lone Star's tender offer for the outstanding common stock
of Accredited at $15.10 per share and to complete the merger with
Accredited.

Accredited noted that, on Aug. 30, 2007, Lone Star disclosed that
it has proposed to Accredited's Board of Directors to settle the
lawsuit and reduce the offer price of $15.10 to $8.50 per share, a
reduction of approximately 44%.  As Accredited has previously
announced and asserts in its lawsuit, Accredited believes that all
conditions to closing of the tender offer at $15.10 per share were
satisfied when more than 97% of Accredited's outstanding common
stock was tendered at the scheduled expiration of the offer on
Aug. 14, 2007.  The lawsuit seeking to require Lone Star to
perform its obligations is scheduled for trial in the Delaware
Court of Chancery beginning on Sept. 26, 2007.

After Lone Star's Aug. 10, 2007 announcement that it did not
expect to accept Accredited shares tendered on Aug. 14, 2007,
Accredited filed the specific performance suit against Lone Star
seeking to hold Lone Star to its obligations at $15.10 per share.

"Accredited has always believed that its case against Lone Star is
very strong," James A. Konrath, chairman and chief executive
officer of Accredited, commented.  "Discovery has been proceeding
in the lawsuit, and nothing we have seen to date has altered our
perception of the strength of our case."

Accredited's Board of Directors had been meeting with the
Company's litigation counsel and financial advisors on a regular
basis to discuss the progress of the lawsuit and evaluate its
merits.  The Board of Directors believes Lone Star's proposal to
reduce the tender offer price from $15.10 to $8.50 per share is
not in the best interest of the shareholders and rejects it.

                       About Lone Star Funds

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

                      About Accredited Home

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

                         *     *     *

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


ACE HOLDING: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Ace Holding LLC
        147 South Pearl Street
        Albany, NY 12202

Bankruptcy Case No.: 07-12342

Chapter 11 Petition Date: August 31, 2007

Court: Northern District of New York (Albany)

Judge: Robert E. Littlefield Jr.

Debtor's Counsel: E. Lisa Tang, Esq.
                  118 Huntersfield Road
                  Delmar, NY 12054
                  Tel: (518) 439-3416

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $100,000 to $500,000

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


ADVANCED MEDICAL: R. DeRisio Named as VP-Global Regulatory Affairs
------------------------------------------------------------------
Advanced Medical Optics Inc. has appointed Richard J. DeRisio as
vice president for global regulatory affairs.

Mr. DeRisio will oversee development and execution of worldwide
regulatory strategies for AMO's new and existing products, which
are sold in more than 70 countries.

"We are pleased to welcome aboard Richard, as he brings to AMO
more than 25 years of regulatory and professional management
experience in the medical device industry," said AMO Executive
Vice President, Research and Development Leonard Borrmann.  
"Richard's knowledge and expertise will help us continue to
strengthen our global R&D leadership team and support AMO's growth
across its three businesses."

Most recently, Mr. DeRisio served as vice president, global
regulatory affairs at Kinetic Concepts Incorporated, a high growth
medical technology company.  He has held similar positions at
cutting edge device companies including STERIS Corporation,
Computer Motion Incorporated, Johnson & Johnson's Biosense Webster
Incorporated, Sorin Biomedical, and Ventritex Incorporated.

DeRisio received a bachelor's degree in chemical engineering and a
master's degree in food science & technology from Cornell
University.

Advanced Medical Optics, Inc. -- http://www.amo-inc.com/--  
(NYSE:EYE) develops advanced, life-improving vision technologies
for people of all ages.  Products in the cataract/implant line
include intraocular lenses, phacoemulsification systems,
viscoelastics, and related products used in ocular surgery.  AMO
owns or has the rights to such product brands as ReZoom(R),
Tecnis(R), Clariflex(R), Sensar(R), and Verisyse(R) IOLs,
Sovereign(R), Sovereign(R) Compact and WhiteStar Signature(TM)
phacoemulsification systems with WhiteStar(R) technology,
Healon(R) viscoelastics, and the Baerveldt(R) glaucoma shunt.  
Products in the laser vision correction line include wavefront
diagnostic devices, femtosecond lasers and associated patient
interface devices, and excimer laser vision correction systems and
treatment cards.  AMO brands in the laser vision correction
business include Star S4 IR(R), WaveScan Wavefront(R), Advanced
CustomVue(TM), IntraLase(R) FS, IntraLase Method(TM) and
IntraLasik(R).  Products in the contact lens care line include
disinfecting solutions, enzymatic cleaners and lens rewetting
drops.  Among the eye care product brands the company possesses
are COMPLETE(R), COMPLETE(R) Blink-N-Clean(R), Consept(R)F,
Consept(R) 1 Step, Oxysept(R) 1 Step, UltraCare(R), Ultrazyme(R),
Total Care(TM) and blink(TM) branded products.  AMO is based in
Santa Ana, California, and employs approximately 4,200 worldwide.  
The company has operations in 24 countries and markets products in
approximately 60 countries.


ADVANCED MEDICAL: S&P Lowers Corporate Credit Rating to B+
----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Advanced Medical Optics Inc. to 'B+' from 'BB-'; the
ratings have been removed from CreditWatch with negative
implications, where they were placed on Aug. 6, 2007.  The stable
outlook assumes AMO will be able to resolve any issues related to
its inability to comply with covenants on its revolving credit
facility at Sept. 30, 2007, given the greater value to creditors
of this company as a going concern.

At the same time, S&P revised the ratings on AMO's $750 million
senior secured financing, consisting of a $450 million term loan B
due 2014 and a 11$300 million revolving credit facility due 2013.
The rating on this debt has been lowered to 'BB-' (one notch
higher than the corporate credit rating on AMO) from 'BB'.  The
recovery rating has been revised to '2', indicating the
expectation of substantial recovery (70%-90%) in the event of a
default, from '1'.

"The downgrade reflects the company's limited financial capacity
resulting from prior debt–financed acquisitions and stock
repurchases," explained Standard & Poor's credit analyst Cheryl
Richer.

AMO's high debt leverage and inability to reduce debt in line with
prior expectations are exacerbated by its May 2007 COMPLETE multi-
purpose lens care solution recall.  While AMO has an alternative
multi-purpose product that it is in the process of rolling out
globally, it will be challenged to regain lost market share and
restore eye care revenues to prior levels.

Our rating on AMO reflects technology risk, competitive risks, and
the ophthalmic company's aggressive efforts to build upon its
well-established position as a midsize player in the industry.
Despite the recent sharp decline in eye care revenues, these
efforts have broadened its product and geographic diversity and
provided a leadership position in its markets; 57% of revenues
are derived outside the U.S. Debt increased by $800 million as a
result of the April 2007 acquisition of IntraLase Corp., and the
company's $4.3 billion bid to acquire Bausch & Lomb (subsequently
retracted on Aug. 2, 2007) revealed AMO's willingness to increase
debt leverage to a greater level (more than 6.5x on an adjusted
basis) than that incurred in previous transactions.


ARRIVA PHARMACEUTICALS: Section 341 Meeting Set for October 1
-------------------------------------------------------------
The United States Trustee for Region 17 scheduled a meeting of
Arriva Pharmaceuticals Inc.'s creditors for Oct. 1, 2007, 9:30
a.m. at Oakland U.S. Trustee Office located in 1301 Clay Street,
Suite 690 N in Oakland, 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.

Alameda, California-based Arriva Pharmaceuticals Inc. --
http://www.arrivapharm.com/-- is a privately-held  
biopharmaceutical company focused on the development and
commercialization of anti-inflammatory therapies for the treatment
of respiratory diseases.  The Debtor is also known as AlphaOne
Pharmaceuticals Inc.  

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 29,
2007 (Bankr. N.D. Calif. Case No. 07-42767).  Ori Katz, Esq., at
Sheppard, Mullin, Richter and Hampton LLP represents the Debtor in
its restructuring efforts.  When the Debtor filed for bankruptcy,
it listed assets and debts between $1 million to $100 million.


ASBURY AUTOMOTIVE: Amends $115 Mil. Resale of 3% Senior Sub. Notes
------------------------------------------------------------------
Asbury Automotive Group Inc. filed an amendment to its shelf
registration statement with the Securities and Exchange Commission
for the resale by the holders, of up to $115 million aggregate
principal amount of Asbury's 3% Senior Subordinated Convertible
Notes due 2012, and the shares of common stock issuable upon
conversion of such convertible notes.

The registration statement was filed pursuant to a registration
rights agreement that Asbury entered into on March 16, 2007, in
connection with the private placement of the convertible notes
under Rule 144A of the Securities Act of 1933.  

Asbury will not receive any proceeds from the resale of the
convertible notes or shares of common stock by the selling
security holders.

Headquartered in New York City, Asbury Automotive Group Inc.
(NYSE:ABG) -- http://www.asburyauto.com/-- is an automotive  
retailer.  It operated in 114 franchises at 87 dealership
locations in 21 metropolitan markets as of Dec. 31, 2006.  The
company offers a range of automotive products and services,
including new and used vehicles and related financing; vehicle
maintenance and repair services; replacement parts, and warranty,
insurance and extended service contracts.

                          *     *     *

Moody's Investor Services placed Asbury Automotive Group Inc.'s
probability of default and long term corporate family rating at
"B1" in May 2002.  The outlook is positive.  The rating still
holds to date.


ASSET SECURITIES: Moody's Cuts Ratings on Two Cert. Classes to Ba2
------------------------------------------------------------------
Moody's Investors Service downgraded three classes of certificates
issued by Structured Asset Securities Corp Trust in 2003.  The
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.  Both transactions are backed by
first-lien Alt-A fixed-rate mortgage loans.  Structured Asset
Securities Corp Trust Series 2003-12XS has a pool factor of 8.5%
and has stepped down in previous months, leaving Class M-2 more
vulnerable to pool deterioration in the tail end of the deal's
life.

Complete rating actions are:

Issuer: Structured Asset Securities Corp Trust

Downgrade:

-- Series 2003-12XS, Class M-1, Downgraded to A2 from Aa2;
-- Series 2003-12XS, Class M-2, Downgraded to Ba2 from A2;
-- Series 2003-28XS, Class M-3, Downgraded to Ba2 from Baa1.


ATLAS AIR: Insufficient Information Cues Fitch to Remove Ratings
----------------------------------------------------------------
Fitch Ratings withdrew the ratings on these classes of Atlas Air
Enhanced Equipment Trust Certificate securities due to a lack of
sufficient information to maintain the ratings.  These rating
actions affect 10 tranches of notes in three transactions.

Atlas Air 1998-1 Pass Through Certificates series 1998-1

--Class A notes rated 'B' are withdrawn;
--Class B notes rated 'CCC' are withdrawn;
--Class C notes rated 'CCC' are withdrawn.

Atlas Air 1999-1 Pass Through Certificates series 1998-1

--Class A-1 notes rated 'B' are withdrawn;
--Class A-2 notes rated 'B' are withdrawn;
--Class B notes rated 'CCC' are withdrawn;
--Class C notes rated 'CCC' are withdrawn.

Atlas Air 2000-1 Pass Through Certificates series 1998-1

--Class A notes rated 'B' are withdrawn;
--Class B notes rated 'CCC' are withdrawn;
--Class C notes rated 'CCC' are withdrawn.


AXCESS INT'L: June 30 Balance Sheet Upside-Down by $4.3 Million
---------------------------------------------------------------
Axcess International Inc.'s consolidated balance sheet at June 30,
2007, showed $1.1 million in total assets and $5.4 million in
total liabilities, resulting in a $4.3 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.0 million in total current
assets available to pay $5.4 million in total current liabilities.

The company incurred a net loss of $863,635 in the second quarter
ended June 30, 2007, a decrease from the net loss of $965,812
reported in the same period last year, mainly due to higher sales,
partly offset by an increase in research and development expenses.

Sales rose to $1.7 million from $354,475 and gross profit rose to
$1.2 million from $165,260.  The increase in sales and gross
margin is a result of the Barbados Contract awarded in January
2007.

Research and development expenses rose to $1.2 million from
$259,898 due mainly to the continued development of the next
generation RFID product, Enterprise Dot.  The remainder of the
increase relates to increased headcount and contract labor
expense.  

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/710597/000095013407017620/d
49022e10qsb.htm

                       Going Concern Doubt

Hein & Associates LLP, in Dallas, expressed substantial doubt
about Axcess International Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses from
operations and resulting continued dependence upon access to
additional external financing.

                   About Axcess International

Headquartered in Carrollton, Texas, Axcess International Inc. (OTC
BB: AXSI.OB) -- http://www.axcessinc.com/-- provides Radio  
Frequency Identification (RFID) solutions and Real Time Location
Systems (RTLS) for asset management, physical security and supply
chain efficiencies.  The battery-powered "active" and "semi-
active" (on-demand) RFID tags locate, identify, track, monitor,
count, and protect people, assets, inventory, and vehicles.
AXCESS' RFID solutions are supported by its integrated network-
based, streaming digital video (or IPTV) technology.  Both
patented technologies enable applications including: automatic
"hands-free" personnel access control, automatic vehicle access
control, automatic asset management, real time location
determination, and sensor management.  AXCESS is a portfolio
company of Amphion Innovations plc.


BANK OF NOVA SCOTIA: Moody's Affirms Ratings on Desarrollo Deal
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings on the Bank of Nova
Scotia (long-term deposits at Aa1, bank financial strength at B,
stable outlook), following the announcement that it has reached an
agreement to acquire 79% of the Chilean bank Banco del Desarrollo
(not rated).

In a related action, Moody's changed the rating outlook on its
Chilean subsidiary, Scotiabank Sud Americano (SSA -- bank
financial strength rating at D+, long-term local currency deposits
at A2, local currency senior debt at A2) to positive from stable.

The outlook on SSA's A2 foreign currency deposit rating remains
unchanged, consistent with Chile's A2 country ceiling for foreign
currency bank deposits.  Scotiabank will make a tender offer for
the remaining 21% and expects to acquire 100% of Desarrollo,
subject to its due diligence.  Upon completion of the transaction,
Scotiabank expects to merge Desarrollo with SSA.

Moody's based its decision to affirm Scotiabank's ratings on the
following factors:

    (1) the acquisition of Desarrollo enhances Scotiabank's
        franchise value in Chile, and

    (2) although the transaction will materially impact
        Scotiabank's capital ratios, those ratios will remain
        within expectations at its current bank financial strength
        rating.

Previously, Moody's identified rising Latin American exposure as a
rating concern during a period when Scotiabank's U.S. corporate
loan portfolio was under stress.  As that exposure receded,
Moody's tolerance for the bank's Latin American exposure, at its
current bank financial strength rating, widened.  Notwithstanding
that, the rating agency noted that a substantial increase in
Scotiabank's Latin American exposure, driven by the acquisition of
a bank with a weak local franchise, could negatively pressure its
ratings.

Moody's based its decision to change the outlook on SSA's BFSR and
local currency ratings on the anticipated improvement in its
banking franchise.  The acquisition of Desarrollo will increase
SSA's deposit market share to 5% from 2% and make it the sixth
largest bank in Chile, up from twelfth.  Moreover, the Desarrollo
acquisition will improve SSA's market presence by almost tripling
its branch network and enhancing its earnings stability.

Presently, SSA's franchise is weighted towards corporate banking
and its earnings are low, on a risk-adjusted basis, due to a lack
of business line diversification and poor efficiency.  
Desarrollo's portfolio of loans to mid-sized companies and
consumers will diversify and make more granular SSA's asset base
and, thereby, improve its earnings stability.

Outlook Actions:

Issuer: Scotiabank Sud Americano

Outlook, Changed To Positive(m) From Stable

The Bank of Nova Scotia is headquartered in Toronto, Canada and
its assets totaled CDN$408 billion as of July 31, 2007.  
Scotiabank Sud Americano is headquartered in Santiago, Chile, and
its assets totaled $3.5 billion as of June 30, 2007.  Banco del
Desarrollo is headquartered in Santiago, Chile and its assets
totaled $5.1 billion as of June 30, 2007.


BARGAIN CLEANERS: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Bargain Cleaners Inc.
        1915 Peters Road, Suite 213
        Irving, TX 75061

Bankruptcy Case No.: 07-34247

Chapter 11 Petition Date: August 31, 2007

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Joyce W. Lindauer, Esq.
                  8140 Walnut Hill Lane, Suite 301
                  Dallas, TX 75231
                  Tel: (972) 503-4033
                  Fax: (972) 503-4034

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.


BERNOULLI HIGH: Moody's Rates $14 Million Income Notes at Ba3
-------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Bernoulli High Grade CDO II, Ltd:

-- Aaa to the $750,000,000 Class A-1A First Priority Senior
    Secured Floating Rate Notes due October 2054;

-- Aaa to the $555,000,000 Class A-1B Second Priority Senior
    Secured Floating Rate Notes due October 2054;

-- Aa2 to the $56,000,000 Class B Third Priority Senior Secured
    Floating Rate Notes due October 2054;

-- Aa3 to the $103,000,000 Class C Fourth Priority Senior Secured
    Floating Rate Notes due October 2054;

-- A3 to the $4,000,000 Class D Fifth Priority Mezzanine
    Deferrable Secured Floating Rate Notes due October 2054;

-- Baa2 to the $3,000,000 Class E Sixth Priority Mezzanine
   Deferrable Secured Floating Rate Notes due October 2054;

-- Baa3 to the $10,500,000 Class F Seventh Priority Mezzanine
    Deferrable Secured Floating Rate Notes due October 2054.

-- Baa3 to the $4,500,000 Class G Eighth Priority Mezzanine
    Deferrable Secured Floating Rate Notes due October 2054; and

-- Ba3 to the $14,000,000 Income Notes due October, 2054.

The Moody's ratings of the notes address the ultimate cash receipt
of all required interest and principal payments, as provided by
the notes' governing documents, and are based on the expected loss
posed to noteholders, relative to the promise of receiving the
present value of such payments.  The Moody's rating of the Income
Notes addresses only the ultimate receipt of the Income Note Rated
Balance.

The ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Asset-Backed
Securities and Related Synthetic Securities due to defaults, the
transaction's legal structure and the characteristics of the
underlying assets.

Babcock & Brown Securities Pty. Ltd. will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


BLEECKER STRUCTURED: Fitch Holds B- Rating on $8.5 Mil. A-1 Notes
-----------------------------------------------------------------
The ratings assigned to these classes of notes issued by Bleecker
Structured Asset Funding, Ltd. remains unchanged by Fitch:

-- $8,505,059 class A-1 notes remain at 'B-/DR2';
-- $59,535,414 class A-2 notes remain at 'B-/DR2'.

Bleecker is a collateralized debt obligation managed by Clinton
Group, Inc. which closed March 28, 2000.  The portfolio is
currently composed of residential mortgage-backed securities,
commercial mortgage-backed securities and asset-backed securities.

Since Fitch's last review, the portfolio has continued to
experience negative rating migration and defaulting securities.
Principal proceeds continue to be used to pay interest and redeem
the outstanding balance on the class A-1 and A-2 notes.  The
interest rate hedge has added to this problem by negatively
affecting the CDOs cash flow.

The ratings of the class A-1 and A-2 notes address the timely
payment of interest and the ultimate payment of principal as
outlined in the governing documents.


BOSTON SCIENTIFIC: Settles Guidant Devices Dispute for $16.75MM
---------------------------------------------------------------
Boston Scientific Corporation said in a press statement last week
that three of its subsidiaries, Guidant Corporation, Cardiac
Pacemakers Inc., and Guidant Sales Corporation (nka Boston
Scientific Cardiac Rhythm Management), have reached an agreement
with the Attorneys General of 35 states and the District of
Columbia to settle investigations associated with Guidant
Corporation's Ventak Prizm 2DR Model 1861, Contak Renewal Model
H135 and Contak Renewal 2 Model H155 devices.  Boston Scientific
acquired the Guidant entities last year.

Under the terms of the agreement, the three Boston Scientific
subsidiaries will pay a total of $16.75 million and admit no
liability.  They also agreed to extend the Supplemental Warranty
Program for these devices an additional six months and reaffirmed
their commitment to implement changes recommended by the
Independent
Panel commissioned by Guidant in 2005, such as having a Patient
Safety Officer and a Patient Safety Advisory Board, and making
enhancements to product performance communications.

"Boston Scientific has been working cooperatively with the state
Attorneys General and is pleased to have reached an amicable
agreement," said Jim Tobin, President and Chief Executive Officer
of Boston Scientific.  "This agreement underscores our commitment
to being the industry leader in patient safety and in
communicating
with patients and doctors."

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. 28, 2007,
Standard & Poor's Ratings Services affirmed its ratings on
Boston Scientific Corp., including the 'BB+' corporate credit
rating.  The ratings, placed on Aug. 3, 2007, remain under
CreditWatch with negative implications.

Earlier, Fitch Ratings downgraded the rating on the company's
'BBB-' Senior Unsecured Notes to 'BB+'.  The Outlook is Negative.


BUTCH PARKER: Judge Jones Approves Byrn Bass as Attorney
--------------------------------------------------------
The Honorable Robert L. Jones of the United States Bankruptcy
Court for the Norther District of Texas gave Butch Parker Oil Co.
Inc. permission to employ R. Byrn Bass, Jr., Esq., as its
attorney.

Mr. Bass is expected to:

   a. give the Debtor legal advice with regard to its powers and
      duties as debtor-in-possession, its property and proerty of
      the estate;

   b. prosecute in the Court any and all claims believed to be
      owed the Debtor, if any, including determining the extent
      and validity of any liens and security interest on the
      Debtor's property and property of the estate;

   c. prepare petition that commenced this case, schedules and
      statement of financial affairs, motion regarding the use,
      sale, lease and valuation of property of the estate,
      examining executory contracts and the feasibility of
      accepting same or the propriety of rejecting same, making
      the same analysis with regard to any unexperience leases as
      awe as preparing other motions and pleadings as may be
      necessary and in the best interest of the Debtor including
      the hiring of professionals;

   d. prepare a Chapter 11 plan;

   e. file adversary proceedings as may be necessary in thi case;

   f. work with the Debtor and its directors to assure its
      compliance with the administrative requirements of the
      office of the U.S. Trustee; and

   g. perform any and all other necessary services as may be
      required by the Debtor in order to provide it with effective
      representation.

The Debtor paid Mr. Bass $35,000 retainer fee.

Mr. Bass charges $215 per hour for this engagement.

To the best of the Debtor's knowledge Mr. Bass does not hold any
interest adverse to the Debtor's estate and  is a "disintereseted
person" as defined in Section 101(14) of the Bankruptcy Code.

Mr. Bass can be reached at:

   R. Byrn Bass, Jr., Esq.
   State National Bank Building
   4716 4th Street, Suite 100
   Lubbock, Texas 79416
   Tel: (806) 785-1250
   Fax: (806) 771-1260

Based in Plainview, Texas, Butch Parker Oil Co. Inc. markets oil.  
The company filed for Chapter 11 protection on Aug. 7, 2007
(Bankr. N.D. Tex. Case No. 07-50285).  No Official Committee of
Unsecured Creditors has been appointed in this case.  When it
filed for bankruptcy, the Debtor listed assets and debt between
$1 million and $100 million.


BUTCH PARKER: Section 341(a) Meeting Scheduled for September 19
---------------------------------------------------------------
The U.S. Trustee for Region 6 will convene a meeting of Butch
Parker Co. Inc.'s creditors on Sept. 19, 2007, 3:30 p.m., at
Federal Building, 1205 Texas Avenue, Room 310 in Lubbock, Texas.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code 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.

Based in Plainview, Texas, Butch Parker Oil Co. Inc. markets oil.  
The company filed for Chapter 11 protection on Aug. 7, 2007
(Bankr. N.D. Tex. Case No. 07-50285).  No Official Committee of
Unsecured Creditors has been appointed in this case.  When it
filed for bankruptcy, the Debtor listed assets and debt between
$1 million and $100 million.


CAV-TECH INC: Case Summary & Five Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cav-Tech, Inc.
        fdba Joe Crain & Associates, Inc.
        P.O. Box 711210
        Houston, TX 77271-1210

Bankruptcy Case No.: 07-35830

Chapter 11 Petition Date: August 30, 2007

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Russell Van Beustring, Esq.
                  Russell Van Beustring, P.C.
                  9525 Katy Freeway, Suite 415
                  Houston, TX 77024
                  Tel: (713) 973-6650
                  Fax: (713) 973-7811

Total Assets:   $512,384

Total Debts:  $2,113,470

Debtor's List of its Five Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Internal Revenue Service       940, 941, 1120 Taxes     $1,384,302
P.O. Box 21126
Philadelphia, PA 19114

DynMcDermott Petroleum         Judgment                   $228,499
Operations
c/o King, LeBlanc & Bland
Attn: Stephen Hebert
201 St. Charles Street
45th Floor
New Orleans, LA 70170

Harris County Tax Assessor     Taxes                      $414,323
P.O. Box 4663                                             Secured:
Houston, TX 77210-4663                                    $200,659

Phelps Dunbar LLP              Legal Fees                  $84,404

Exxon Mobile Card Services     Gasoline                     $1,942


CENTRAL GARDEN: Inks Fifth Amendment to Credit Agreement
--------------------------------------------------------
Central Garden & Pet Company disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that on Aug. 27, 2007,
it entered into Amendment No. 5 to the Credit Agreement dated
Feb. 28, 2006 among the company, its lenders and JP Morgan Chase
Bank, National Association, as the administrative agent for the
other lenders.

Amendment No. 5, among other changes, amended:

    * Section 1.01 of the Credit Agreement to make certain changes
      to the Applicable Rate, including without limitation, to
      provide that the Applicable Rate with respect to both term
      loans and revolving loans increases when the Leverage Ratio
      exceeds 4.5 to 1.0;

    * Section 1.01 of the Credit Agreement to make certain changes
      to the calculation of Consolidated EBITDA;

    * Section 2.11(b)(ii) of the Credit Agreement to provide that
      Net Proceeds of certain issuances of equity by the company,
      when used to effect certain redemptions of equity by the
      company, do not trigger any mandatory prepayment of the
      Loans;

    * Section 6.06 of the Credit Agreement to reduce the amount of
      any Restricted Payments attributable to certain redemptions
      of equity by the company to the extent funded by the Net
      Proceeds of certain issuances of equity by the company;

    * Section 6.13 of the Credit Agreement, thereby increasing the
      Maximum Capital Expenditures Amount for the fiscal year of
      the company ending September 30, 2007;

    * Section 6.15(a) of the Credit Agreement, thereby reducing
      the Minimum Interest Coverage Ratio; and

    * Section 6.15(b) of the Credit Agreement, thereby increasing
      the Maximum Leverage Ratio.

Central Garden & Pet Company -- http://www.central.com/--  
(NASDAQ: CENT/CENTA) markets and manufactures branded products for
the lawn & garden and pet supplies markets.  Committed to new
product innovation, the company's products are sold to specialty
independent and mass retailers in these categories: Lawn & Garden:
Grass seed including the brands PENNINGTON(R) and THE REBELS(TM);
wild bird feed and the brands PENNINGTON(R) and KAYTEE(R); weed
and insect control and the brands AMDRO(R), SEVIN(R), IRONITE(R)
and Over ‘N Out and; decorative outdoor patio products and the
brands NORCAL(R), NEW ENGLAND POTTERY(R) and MATTHEWS FOUR
SEASONS(TM).  The company also provides a host of other regional
and application-specific garden brands and supplies.  Pet
categories include: Animal health and the brands ADAMS(TM) and
ZODIAC(R); aquatics and reptile and the brands OCEANIC(R),
AQUEON(TM) and RZILLA(TM); bird & small animal and the brands
KAYTEE(R), SUPER PET(R) and CRITTER TRAIL(R); dog & cat and the
brands TFH(TM) / NYLABONE(R), FOUR PAWS(R), PINNACLE(R) and
Avoderm and; equine and the brands FARNAM(R), BRONCO(R) and SUPER
MASK(R).  The company also provides a host of other application-
specific pet brands and supplies.  Central Garden & Pet is based
in Walnut Creek, California, and has approximately 5,000
employees, primarily in North America and Europe.


CENTRAL GARDEN: Moody's Downgrades Corporate Family Rating to B1
----------------------------------------------------------------
Moody's Investors Service lowered Central Garden & Pet Company's
corporate family rating to B1 from Ba3.  Moody's also lowered the
rating on the company's senior subordinated notes to B3 from B2
and the rating on its secured credit facilities to Ba3 from Ba2.

The downgrade reflects a material decline in the company's
operating performance for fiscal 2007 that has weakened its credit
metrics.  The downgrade also considers significant ongoing
business challenges, including continued volatility in grain
prices, elevated garden inventory levels, and soft demand in the
aquatics category.  Central's weakened operating performance also
heightens Moody's concern over the company's reduction in
financial cushion to absorb further commodity volatility or
adverse weather conditions which impact its markets.  

The downgrade also reflects Moody's concern over the company's
need to amend financial covenants twice in 2007, as well as the
modest projected covenenant cushion in the year ahead.  The rating
is supported by the fact that credit metrics, albeit moderately
weak, are well positioned within the B1 ratings category.  The
ratings outlook is stable. This action completes a review that was
initiated on June 11, 2007.

These ratings were lowered:

-- Corporate family rating to B1 from Ba3;

-- Probability of default rating to B1 from Ba3;

-- $150 million senior subordinated notes due 2013 to B3 (LGD5,
    88%) from B2 (LGD5, 88%);

-- $350 million senior secured revolving credit facility due 2011
    to Ba3 (LGD3, 39%) from Ba2 (LGD3, 38%);

-- $300 million senior secured term loan due 2012 to Ba3 (LGD3,
    39%) from Ba2 (LGD3, 38%).

Central's B1 corporate family rating recognizes the company's
weakened financial profile, the susceptibility of its earnings and
cash flows to regional weather conditions, exposure to volatile
grain costs, the highly seasonal nature of the business, and
continued acquisition risk as it seeks to expand its portfolio of
proprietary brands.  The rating also incorporates the challenges
posed by the company's powerful retail customers and the
significant competition inherent in the highly fragmented lawn and
garden, and pet supplies industries.

The rating is supported by Central's favorable credit metrics for
the B1 rating, its diversified portfolio of branded products with
leading positions in niche markets, the relative attractiveness of
its end-markets, and its favorable competitive position as a
player of scale in highly fragmented industries.  The rating also
recognizes Central's long-standing relationships with key
retailers, only moderate customer concentration, the good
performance of the pet segment, and its historical success
organically growing branded product sales.

Central Garden & Pet Company, located in Walnut Creek, California,
manufactures an array of branded lawn and garden and pet supply
products, and operates as a distributor for other manufacturers'
products in both of these segments.  Sales were $1.7 billion for
the twelve months ended June 30, 2007.


CHAPARRAL STEEL: CFIUS Authorizes Merger with Gerdau Ameristeel
---------------------------------------------------------------
The Committee on Foreign Investment in the United States stated in
a letter dated Aug. 29, 2007, that CFIUS has reviewed the
information provided by Chaparral Steel Company and Gerdau
Ameristeel Corporation, in connection with the Agreement and Plan
of Merger signed by the companies and certain other parties, and
determined that there are no issues of national security
sufficient to warrant a second stage investigation under the
Exon-Florio Amendment to the Defense Product Act of 1950, as
amended.

Accordingly, CFIUS has concluded its review of the proposed
transaction.  The consummation of the merger remains subject to
customary conditions, including adoption of the Agreement and Plan
of Merger by Chaparral's stockholders.
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) – http://www.ameristeel.com/-- is a  
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

Headquartered in Midlothian, Texas, Chaparral Steel Company  
(Nasdaq: CHAP) –- http://www.chaparralsteel.com/-- is a producer  
of structural steel products in North America.  The company is
also a producer of steel bar products.  The company operates two
mini-mills located in Midlothian, Texas and Dinwiddie County,
Virginia that together have an annual rated production capacity of
2.8 million tons of steel.  Founded in July 1973, the company
manufactures over 230 different types, sizes and grades of
structural steel and bar products.  The company markets its
products throughout the United States, Canada and Mexico, and to a
limited extent in Europe.  

                          *      *     *

Mood'y Investor Services assigned Ba3 on Chaparral Steel Company's  
probability of default and long term corporate family ratings in
July 2007.


CIT HOME: Moody's Junks Rating on Class BV Certificates
-------------------------------------------------------
Moody's Investors Service downgraded three certificates from CIT
Home Equity Loan Trust, Series 2002-1.  The transaction consists
of a fixed-rate pool and an adjustable-rate pool backed by first-
and second-lien, fully amortizing and balloon subprime mortgage
loans. The mortgage loans were originated by and are serviced by
The CIT Group/Consumer Finance, Inc.

The most subordinate certificate from the fixed-rate and the two
most subordinate certificates from the adjustable-rate pool are
being downgraded based on the weaker than anticipated performance
of the mortgage collateral and the resulting erosion of credit
support.  The overcollateralization in the 2002-1 transaction is
currently below its target for both pools and pipeline losses
could cause eventual depletion of the OC and possible losses on
the most subordinate tranche.

Complete rating actions are:

Issuer: CIT Home Equity Loan Trust

Downgrades:

-- Series 2002-1: Class BF, downgraded to Caa1 from B2;
-- Series 2002-1: Class MV-2, downgraded to Baa2 from A2;
-- Series 2002-1: Class BV, downgraded to Caa2 from Ba1.


COMPLETE COMMUNICATIONS: Section 341 Meeting Slated for Sept. 25
----------------------------------------------------------------
The United States Trustee for Region 7 scheduled a meeting of
Complete Communications Services Inc.'s creditors for Sept. 25,
2007, 1:30 p.m. at Room 118, Homer Thornberry Bldg., 903 San
Jacinto in Austin, Texas.

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 Round Rock, Texas, Complete Communications
Services Inc. -- http://www.cocomcabling.com/-- through its  
subsidiary, CoCom Cabling Systems, designs, installs, and services
fiber-optic and coaxial cable systems for data and voice networks.
                  
The Debtor filed for Chapter 11 bankruptcy protection on Aug. 24,
2007 (Bankr. W.D. Tex. Case No. 07-11549).  Lynn H. Butler, Esq.,
at Brown, McCarroll, L.L.P. acts as the Debtor's counsel.  The
Debtor listed assets and debts between $1 million to $100 million
when it filed for bankruptcy.


COMPLETE COMMS: Wants Brown McCarroll as Bankruptcy Attorney
------------------------------------------------------------
Complete Communications Services Inc. asks the U.S. Bankruptcy
Court for the Western District of Texas for permission to employ
Brown, McCarroll, L.L.P. as its bankruptcy counsel.

Brown McCarroll will provide legal services to the Debtor and will
represent the Debtor in its Chapter 11 bankruptcy proceeding.

The Debtor will pay Brown McCarroll according to these customary
fees:

          Professional                   Hourly Rate
          ------------                   -----------
          Patricia B. Tomasco, Esq.         $395
          Stephen W. Lemmon, Esq.           $395
          Lynn H. Butler, Esq.              $325
          Kell C. Mercer, Esq.              $250
          Jami John                         $180
          Legal Assistants                  $125

To the best of the Debtor's knowledge, the firm has no interest
adverse to the Debtor's bankruptcy estate.

The firm can be reached at:

                 Lynn H. Butler, Esq., Partner
                 Brown, McCarroll, LLP
                 111 Congress Avenue, Suite 1400
                 Austin, TX 78701
                 Telephone: (512) 472-5456
                 Fax: (512) 479-1101
                 http://www.brownmccarroll.com/

Headquartered in Round Rock, Texas, Complete Communications
Services Inc. -- http://www.cocomcabling.com/-- through its  
subsidiary, CoCom Cabling Systems, designs, installs, and services
fiber-optic and coaxial cable systems for data and voice networks.
                  
The Debtor filed for Chapter 11 bankruptcy protection on Aug. 24,
2007 (Bankr. W.D. Tex. Case No. 07-11549).  Lynn H. Butler, Esq.,
at Brown, McCarroll, L.L.P. acts as the Debtor's counsel.  The
Debtor listed assets and debts between $1 million to $100 million
when it filed for bankruptcy.


CRAWFORD COUNTY: Fitch Lifts Rating on $13MM Revenue Bonds to BB+
-----------------------------------------------------------------
Fitch Ratings upgraded to 'BB+' from 'BB' the rating on the
outstanding $13,145,000 Crawford County Hospital Authority Senior
Living Facilities revenue bonds, (Wesbury United Methodist
Obligated Group Issue), series 1999.  The Rating Outlook is
Stable.

The upgrade is supported by Wesbury's two consecutive years of
improved financial results.  Better overall census in the nursing
facilities, improved reimbursement on Medicaid patients and the
expansion of memory care units has generated solid excess margins
of 6.1% and 6.7% in fiscal 2005 and 2006, respectively.  Wesbury's
debt burden is light with MADS as percentage of revenue of just
5.1% in fiscal 2006 and adjusted debt to capitalization of 34.6%.
The improved financial performance has generated solid coverage of
maximum annual debt service of 3.4x and 2.9x in fiscal 2005 and
2006, respectively.

Wesbury has limited competition in its market area and continues
to maintain high occupancy levels. Occupancy in the independent
living units and the assisted living units has averaged 98.7% and
83% over the last 2 fiscal years.  Occupancy in the skilled
nursing facility has improved to 94% in fiscal 2006 from 83% and
82% in fiscal 2005 and 2004, respectively.

Credit concerns remain Wesbury's high exposure to Medicaid payors
and light liquidity relative to expenses.  In fiscal 2006,
Medicaid payors represented 59.8% of total revenues in the nursing
units (down from 67.3% in fiscal 2004) which exposes Wesbury to
changes in reimbursement rates and methodology.  The State has
approved a 3% rate increase for 2008 which will require continued
tight expense control by management.  While unrestricted cash and
investment have increased to $7.3 million at June 30, 2007 from
$5.5 million at Dec 31, 2004, Wesbury's days cash on hand remains
light at 136 June 30, 2007.  Management expects to fund unit
renovation and independent living villas from operations which
should limit further cash growth.

The Stable Rating Outlook reflects Fitch's expectation that recent
performance will maintained over the near term.  Management's
focus on operating efficiency combined with stable reimbursement
environment and the recent collection of turnover entrance fees on
three ILUs should allow for a continuation of recent operating
profitability and solid debt service coverage.

Wesbury United Methodist Community is a Type B continuing care
retirement community with 62 independent living villas, 16
independent living apartments, 103 assisted living beds, 210
skilled nursing beds (including 51 memory support units), and a
freestanding 37-bed assisted living facility located in Meadville,
PA (30 miles south of Erie, PA).  Wesbury covenants to provide
audited annual financial statements and quarterly unaudited
financials to bondholders and the Trustee consisting of income
statements, balance sheets, cash flow information, and changes in
net assets.  Fitch notes that disclosure by Wesbury has been
timely and has also included utilization statistics and a
management discussion and analysis.


CWABS INC: Moody's Puts Ratings on 2004 Certificates Under Review
-----------------------------------------------------------------
Moody's Investors Service has placed under review for possible
upgrade and downgrade certain certificates issued by CWABS, Inc.,
Asset-Backed Certificates Trust in 2004.  The transactions are
backed by first-lien fixed and adjustable-rate subprime mortgage
loans originated or acquired by Countrywide Home Loans, Inc.

Thirty classes of certificates from CWABS, Inc., Asset-Backed
Certificates Trust series 2004-1, 2004-2, 2004-3, 2004-4, 2004-5,
2004-6, 2004-7, 2004-9, 2004-10, 2004-BC3, 2004-ECC1 and 2004-ECC2
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.

Nine subordination tranches from CWABS, Inc., Asset-Backed
Certificates Trust series 2004-1, 2004-2, 2004-3, 2004-4, 2004-5
and 2004-BC1 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: CWABS, Inc., Asset-Backed Certificates Trust

Review for Possible Upgrade:

     * Series 2004-1, Class M-1, current rating Aa1, under review
       for possible upgrade;

     * Series 2004-1, Class M-2, current rating Aa2, under review
       for possible upgrade;

     * Series 2004-2, Class M-1, current rating Aa2, under review
       for possible upgrade;

     * Series 2004-3, Class A, current rating Aa1, under review
       for possible upgrade;

     * Series 2004-3, Class M-1, current rating Aa2, under review
       for possible upgrade;

     * Series 2004-3, Class M-2, current rating Aa3, under review
       for possible upgrade;

     * Series 2004-4, Class A, current rating Aa1, under review
       for possible upgrade;

     * Series 2004-5, Class A, current rating Aa1, under review
       for possible upgrade;

     * Series 2004-5, Class M-1, current rating Aa2, under review
       for possible upgrade;

     * Series 2004-6, Class M-1, current rating Aa1, under review
       for possible upgrade;

     * Series 2004-6, Class M-2, current rating Aa2, under review
       for possible upgrade;

     * Series 2004-6, Class M-3, current rating Aa3, under review
       for possible upgrade;

     * Series 2004-7, Class MF-1, current rating Aa2, under review
       for possible upgrade;

     * Series 2004-7, Class MF-2, current rating A2, under review
       for possible upgrade;

     * Series 2004-7, Class MF-3, current rating A3, under review
       for possible upgrade;

     * Series 2004-9, Class MF-1, current rating Aa2, under review
       for possible upgrade;

     * Series 2004-9, Class MF-2, current rating A2, under review
       for possible upgrade;

     * Series 2004-9, Class MF-3, current rating A3, under review
       for possible upgrade;

     * Series 2004-10, Class MF-1, current rating Aa2, under
       review for possible upgrade;

     * Series 2004-10, Class MF-2, current rating Aa3, under
       review for possible upgrade;

     * Series 2004-10, Class MF-3, current rating A1, under review
       for possible upgrade;

     * Series 2004-10, Class MF-4, current rating A2, under review
       for possible upgrade;

     * Series 2004-10, Class MF-5, current rating A3, under review
       for possible upgrade;

     * Series 2004-BC3, Class M-1, current rating Aa1, under
       review for possible upgrade;

     * Series 2004-BC3, Class M-2, current rating Aa2, under
       review for possible upgrade;

     * Series 2004-ECC1, Class M-1, current rating Aa2, under
       review for possible upgrade;

     * Series 2004-ECC2, Class M-1, current rating Aa1, under
       review for possible upgrade;

     * Series 2004-ECC2, Class M-2, current rating Aa2, under
       review for possible upgrade;

     * Series 2004-ECC2, Class M-3, current rating Aa3, under
       review for possible upgrade;

     * Series 2004-ECC2, Class M-4, current rating A1, under
       review for possible upgrade.

Review for Possible Downgrade:

     * Series 2004-1, Class M-9, current rating Baa3, under review
       for possible downgrade;

     * Series 2004-1, Class B, current rating Ba1, under review
       for possible downgrade;

     * Series 2004-2, Class M-7, current rating Baa2, under review
       for possible downgrade;

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

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

     * Series 2004-4, Class B, current rating Baa3, under review
       for possible downgrade;

     * Series 2004-5, Class B, current rating Baa3, under review
       for possible downgrade;

     * Series 2004-BC1, Class M-5, current rating Baa2, under
       review for possible downgrade;

     * Series 2004-BC1, Class B, current rating Baa3, under review
       for possible downgrade.


DRESSER-RAND: Amends $500 Mil. Secured Revolving Credit Facility
----------------------------------------------------------------
Dresser-Rand Group Inc. amended its Senior Secured Credit
Facility.  The amended credit facility is a five year,
$500 million senior secured revolving credit facility.  The
amendment increases the size of the facility by $150 million,
lowers borrowing costs 50 basis points to LIBOR plus 150 basis
points at present leverage and extends the maturity date from
Oct. 29, 2011, to Aug. 30, 2012.

"We are pleased with the increased size, added flexibility and
lower costs provided by this amended facility", Robert J.
Saltarelli, Dresser-Rand's vice president and treasurer, said.
"Although we have no present expectation of increasing debt, a
larger facility gives us more flexibility to execute our business
plan."

The amendment also reduces the commitment fee from 37.5 basis
points to 30 basis points.  At June 30, 2007, there were
$202.5 million of Letters of Credit outstanding under the
facility.

Citigroup Global Markets Inc., J.P. Morgan Securities Inc., and  
UBS Securities LLC served as Joint Lead Arrangers.

Headquartered in Houston,  Texas, Dresser-Rand Group Inc.
(NYSE:DRC) -- http://www.dresser-rand.com/--  is engaged in the  
design, manufacture, sale and servicing of turbo and reciprocating
compressors, gas and steam turbines, gas expanders and associated
control panels.  The company is a supplier of rotating equipment
solutions to the oil, gas, petrochemical and process industries.  
The company's services and products are used for a range of
applications, including oil and gas production, high-pressure
field injection and enhanced oil recovery, pipelines, refinery
processes, natural gas processing and petrochemical production.

                        *      *      *

Moody's Investor Services placed Dresser-Rand Group Inc.'s
probability of default and long term corporate family ratings at
"Ba3" in September 2005.  The outlook is stable.  The ratings hold
to date.


EMERALD RIVER: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Emerald River Group, L.L.C.
        28801 Vista Terrace Suite 200
        Lake Forest, CA 92630

Bankruptcy Case No.: 07-12734

Chapter 11 Petition Date: August 30, 2007

Court: Central District Of California (Santa Ana)

Judge: Robert N. Kwan

Debtor's Counsel: Edward T. Malpass, II, Esq.
                  4931 Birch Street
                  Newport Beach, CA 92660
                  Tel: (949) 474-9944

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.


EPCO HOLDINGS: Fitch Withdraws "BB-" Issuer Default Rating
----------------------------------------------------------
Fitch Ratings withdrew the ratings of EPCO Holdings, Inc.  Fitch
will not issue final ratings on the recently completed EPCO
financing which was materially different than the proposed
financing package that Fitch had originally rated.
The original proposed ratings withdrawn are:

EPCO Holdings, Inc.

-- Issuer Default Rating 'BB-';

-- Proposed $300 million senior secured revolving credit facility
    maturing in 2012 'BB';

-- Proposed $500 million senior secured bank term loan A maturing
    in 2012 'BB';

-- Proposed $900 million senior secured term loan B maturing in
    2014 'BB'.


EYI INDUSTRIES: June 30 Balance Sheet Upside-Down by $5 Million
---------------------------------------------------------------
EYI Industries Inc.'s consolidated balance sheet at June 30, 2007,
showed $1.1 million in total assets and $6.0 million in total
liabilities, resulting in a $5.0 million total stockholders'
deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $943,041 in total current assets
available to pay $5.6 million in total current liabilities.

The company incurred a net loss of $479,291 in the second quarter
ended June 30, 2007, a decrease from the net loss of $2.2 million
reported in the same period last year, mainly due to higher
revenues and a gain on derivatives of $403,150, reversing a
$1.3 million loss on derivatives reported last year.

Revenues rose to $1.3 million from $1.0 million.  The increase in
revenues can be primarily attributed to an increase in new IBA's
who paid the annual membership fees and increased product sales of
Ultimate ME2.

For the quarter ended June 30, 2007, the company reported a gain
on derivatives in the amount of $403,150, which is made up of the
following two components:

  -- At June 30, 2007, the company revalued the derivative
     embedded in each of the three convertible debentures at
     $325,891 each or a total of $977,673.  As a result, the
     company recognized a corresponding gain of $133,440.

  -- At June 30, 2007, the company also calculated a marked-to-
     market adjustment for the warrants issued to Cornell Capital
     in connection with the convertible debenture.  The company   
     recognized a gain of $269,710 as a result of this valuation.


Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1104120/000114420407044404/
v084946_10qsb.htm

                       Going Concern Doubt

Williams & Webster P.S., in Spokane, Washington, expressed
substantial doubt about EYI Industries 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 reported that the company has recorded
significant losses from operations, has insufficient revenues to
support operational cash flows and has a working capital deficit.

The company had negative working capital of approximately
$4.7 million and an accumulated deficit of $20.5 million at
June 30, 2007.

                       About EYI Industries

Headquartered in Burnaby, British Columbia, EYI Industries Inc.
(OTC BB: EYII.OB), through its subsidiary, Essentially Yours
Industries Inc., markets products that promote health, well-being
and lifestyle.  Recently, EYI announced the exclusive marketing
rights for ULTIMATE ME2, an environmentally friendly, non-metallic
and non-polluting fuel performance product.  EYI also distributes
a consumer product that reduces Arsenic and other contaminates to
a negligible level from drinking water.  In addition, EYI sells
dietary supplements and personal care products.  

EYI markets its products through an extensive network of
Independent Business Associates.  


FELLOWS ENERGY: Has $454,408 Stockholders' Deficit as of June 30
----------------------------------------------------------------
Fellows Energy Ltd. delivered its financial results for the
quarter ended June 30, 2007, to the Securities and Exchange
Commission on Aug. 21, 2007.

At June 30, 2007, the company's balance sheet showed $7,929,227
in total assets, $8,383,635 in total liabilities resulting in a
$454,408 stockholders' deficit.

The company reported a $2,442,189 net loss with no revenue for the
three months ended June 30, 2007, compared with a $1,392,257 net
loss on $282,926 revenue for the three months ended June 30, 2006.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $316,533 in total current assets
available to pay $5,470,217 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at

http://sec.gov/Archives/edgar/data/1144439/000114443907000029/form
10-qsb.htm

                       Going Concern Doubt

Mendoza Berger & Company expressed substantial doubt about Fellows
Energy's ability to continue as a going concern after it audited
the company's financial statements for the year ended Dec 31, 2006
and 2005.  The auditing firm pointed to the company's significant
losses from operations.

                      About Fellows Energy

Based in Boulder, Colorado, Fellows Engery Ltd. (FLWE.OB) --
http://www.fellowsenergy.com/-- engages in the exploration and  
production of oil and gas from tight sands and coal beds in the
Rocky Mountain region.  The company owns interests in Carbon
County project in Utah that produces gas from the ferron sandstone
formation; Weston County project in Wyoming; and Carter Creek
project that targets oil from fractured shales in the Niobrara
and Mowry.


FIRST MAGNUS: Wants $15 Million Wells Fargo Loan Deal Okayed
------------------------------------------------------------
First Magnus Financial Corporation seeks permission from the
U.S. Bankruptcy Court for the District of Arizona to borrow
$15,000,000 from Wells Fargo Business Credit and Summit
Investment Management, LLC, and use its encumbered cash.

Representing First Magnus, James P.S. Leshaw, Esq., at Greenberg
Traurig, LLP, in Phoenix, Arizona, tells Judge James M. Marlar
that the Tucson, Arizona-based company has an immediate need to
obtain financing and use its cash to facilitate, among other
things,
its efforts to effectuate an orderly liquidation and wind-down of
its business and sale of its assets.

Mr. Miller says that based on preliminary estimates, First
Magnus' wind-down will cost $12,000,000 to $13,000,000 and will
provide a net recovery for creditors of about $26,000,000.  In
large measure, the success of the liquidation, he says, will
depend on the amount of the equity or "haircuts" in the company's
$1,900,000,000 loan portfolio that can be recovered to pay
creditor claims.

First Magnus expects that cash needed to pay for its wind down
will come from a number of sources, including:
  
   (a) approximately $3,800,000 cash on hand;

   (b) income from "scratch and dent loans", i.e. loans
       containing defective documentation and other problems
       (Scratch and dent loans constitute a small percentage of
       the company's loans.  historically First Magnus was able
       to sell scratch and dent loans at par);

   (c) proceeds from the $15,000,000 DIP loan;

   (d) returns of all or a portion of the haircuts or other
       compensation it receives for services provided to lenders
       under several prepetition warehouse financing agreements
       with respect to sales of the financed loans;

   (e) proceeds from the sale of any ancillary businesses;

   (f) proceeds from the sale of the $51,000,000 of scratch and
       dent loans, loans subject to early payment default or
       early payoff, or loans that become its real estate owned
       holdings; and

   (g) proceeds from the sale of its other remaining assets.

First Magnus accedes that certain parties, including Washington
Mutual Bank, may assert an interest in the cash and proceeds it
is holding.  Accordingly, subject to negotiations and with the
consent of the DIP Lenders, First Magnus will not contest a
request by the parties for adequate protection pursuant to
Section 361 of the Bankruptcy Code to the extent of any
collateral diminution.

First Magnus expects to provide, as adequate protection,
senior priority lien on unencumbered assets junior only to the
lien of a post-petition lender, a junior priority lien on
encumbered assets, or a superpriority administrative claim,
senior to and with priority over all other administrative claims,
other than United States Trustee fees and any carve-out amount
provided in the DIP credit facility.

Pursuant to an executed term sheet providing for the terms of the
DIP credit facility, Wells Fargo and Summit Investment will
promptly make available to the Debtor a $5,000,000 committed,
secured interim DIP credit line, upon interim approval of the DIP
Loan.  The interim credit line, according to Mr. Miller, will
enable First Magnus to operate its business in a manner that will
enable it to preserve and maximize value of and therefore avoid
immediate and irreparable harm and prejudice to its estate and
all parties in interest, pending the final hearing.

The interim facility will be converted into a $15,000,000 secured
superpriority DIP credit facility upon final approval of the DIP
Loan.  Other salient terms of the DIP facility are:

   Purpose:        To finance ordinary course working capital for
                   First Magnus' liquidation and Bankruptcy Court
                   approved expenses.

   Maturity Date:  The earlier of:

                    (a) one year from the date of the final order
                        approving the DIP Loan;

                    (b) the sale of substantially all of First
                        Magnus' assets pursuant to Sections 363,
                        1123, 1129 of the Bankruptcy Code, or
                        otherwise;

                    (c) confirmation of a plan of reorganization
                        in the Case

                    (d) conversion or dismissal of First Magnus'
                        Chapter 11 case;

                    (e) appointment of a trustee or examiner with
                        expanded powers in the case; or

                    (f) an event of default.

   Interest Rate:  Prime Rate plus 10% per annum floating,
                   payable monthly in arrears calculated on the
                   basis of actual days elapsed in a year of 360
                   days.

   Default Rate:   Default rate of interest will be 3% higher
                   than the rate otherwise payable.

   Closing Fee:    A closing fee in the amount of 7% of the
                   Aggregate Credit Limit will be paid by First
                   Magnus at closing.

   Priority &
   Security:       All loans and advances will thus be secured by
                   a perfected first priority security interest
                   and lien as evidenced by the grant of super-
                   priority administrative status and first
                   priority liens and security interests to
                   Lenders to the Debtor's business assets
                   pursuant to Sections 364(c)(1), (c)(2),
                   (c)(3), and (d)(I) of the Bankruptcy Code.  
             
The Court will convene a hearing to consider approval of the DIP
Loan and use of the cash collateral on September 6, at 3:30 p.m.

First Magnus has retained MCA Financial Group, Ltd., and
Greenberg Traurig, LLP, to assist management with an orderly
liquidation of the company.

Based 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.


GENESCO INC: Incurs $4.2 Million Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Genesco Inc. reported on Aug. 30, 2007, its second quarter
earnings and other results of operations.

Genesco Inc. incurred a net loss of $4.2 million in the three
months ended Aug. 4, 2007, a reversal of the $5.9 million net  
earnings in the same period ended July 29, 2006.  

Genesco Inc. reported a loss before discontinued operations of
$2.9 million for the second quarter ended August 4, 2007.  Results
for the quarter included $5.5 million pretax in expenses related
to the company's proposed merger with a subsidiary of The Finish
Line Inc., retail store asset impairment charges and costs related
to the previously announced decision to close certain  
underperforming stores, primarily in the Underground Station
Group.  For the second quarter ended July 29, 2006, earnings
before discontinued operations were $5.9 million.  

Net sales for the second quarter of fiscal 2008 increased 8% to
$328 million, compared to $304 million for the second quarter of
fiscal 2007.
     
Genesco chairman and chief executive officer Hal N. Pennington
said, "Our second quarter results were affected by the combination
of a later start to back-to-school, later sales tax holidays in
Texas and Florida and a generally challenging retail environment,
especially in footwear.  While back-to-school season is still in
progress, we are encouraged by the improving trend in sales for
the third quarter to date.
     
"Net sales in the Journeys Group increased 8% to approximately
$148 million in the second quarter, while same store sales
declined 7%.  The shift in sales tax holidays in Texas and Florida
from the second quarter last year to the third quarter this year
had an especially pronounced effect on the Journeys Group, since
approximately 16% of Journeys stores are located in those two
states.  Journeys same store sales in Texas and Florida decreased
13% and 20%, respectively, in the quarter.  We expect the Journeys
business for the balance of the year to benefit from the later
back-to-school and tax holiday sales and from more pronounced
competitive merchandising advantages in the fall and holiday
seasons, and are pleased with the week-to-week improvement in
comparable sales thus far in the quarter: Journeys Group's same
store sales have improved from 10% decline in the first week in
August, to a 3% increase in the second week, to a 9% increase for
the week most recently ended, for a 1% increase for the month to
date.

"Net sales in the Hat World Group increased 15% to approximately
$90 million, while same store sales declined 2% in the second
quarter, primarily due to fewer store-wide promotions compared to
last year, ongoing challenges in the urban market and the back-to-
school and tax holiday shift.  Hat World's core business,
particularly Major League Baseball products, performed well during
the quarter and the Canadian business remains strong across the
board.  Through the third week of fiscal August, same store sales
for the Hat World Group increased 4%.
     
"Net sales for the Underground Station Group, which includes the
remaining Jarman stores, were $25 million, and same store sales
declined 23%, in line with our expectations for the quarter.  Same
store sales again reflected the weak urban market, a difficult
Nike comparison, and continued softness in the athletic category.
Additionally, the tax holiday shift exacerbated the comparison, as
21% of Underground Station stores are located in Texas and
Florida.  For the first three weeks of August, same store sales in
the Underground Station Group declined 20%.  We expect Underground
Station to benefit in the second half from new merchandising
strategies for the fall and from easier comparisons with last
year, as Nike's significance to last year's sales progressively
diminishes and overall comparisons moderate.

"Johnston & Murphy Group's net sales increased 9% to approximately
$46 million in the second quarter.  Wholesale sales rose 18%, same
store sales for the shops were up 5% and operating margin
increased 200 basis points to 7.9%, reflecting continuing strength
across Johnston & Murphy's product lines.  For the first three
weeks of August, same store sales increased 7%.
     
"Second quarter sales of Licensed Brands increased 18% to
approximately $19 million, and operating margin increased 370
basis points to 12%.  The Dockers Footwear product continued to
perform well in the volume moderate channel and its business with
the specialty shoe chains was strong."

The company said that because of its merger agreement with a
subsidiary of The Finish Line Inc., it does not expect to issue
specific guidance with respect to sales and earnings
expectations for the balance of the year.

At Aug. 4, 2007, the company's consolidated balance sheet showed
$854.6 million in total assets, $450.6 million in total
liabilities, and $404.0 million in total stockholders' equity.

                        About Genesco Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty Genesco Inc. remain on CreditWatch with developing
implications, following the announcement that it has rejected
Foot Locker Inc.'s conditional bid to acquire Genesco for
approximately $1.3 billion ($51.00 per share)in cash.

In April 2007, S&P placed its ratings, including the 'BB-'
corporate credit rating, on Genesco Inc. on CreditWatch with
developing implications after Foot Locker launched its bid
for Genesco.

The Foot Locker deal also prompted Moody's Investors Service
to place the ratings of Genesco on review for possible downgrade.
Affected ratings include the company's "Ba3" corporate family
rating.


GENESCO INC: 2nd Quarter 2008 Results Disappoint Finish Line
------------------------------------------------------------
The Finish Line Inc. expressed disappointment Thursday
over Genesco Inc.'s second quarter fiscal 2008 financial
results.

"Consistent with its responsibilities to The Finish Line's
shareholders, the company is evaluating its options in
accordance with the terms of the merger agreement.  The
company does not intend to make further comments at this
time," Finish Line said in a press statement.

In June 2007, both companies signed a definitive merger
agreement under which Finish Line will acquire all of the
outstanding common shares of Genesco for $54.50 per share
in cash.  The total transaction value is approximately
$1.5 billion.  The offer price represents a premium of 37.7%
over Genesco's three-month average undisturbed stock price
ended March 9, 2007.

Hal Pennington, Genesco's Chairman and Chief Executive Officer,
told shareholders in a conference call that Genesco's second-
quarter results will not affect the company's ability to satisfy
the closing conditions in its merger transaction with Finish Line.

Mr. Pennington pointed out that the results reflect timing
factors and general market conditions and not a material change
in Genesco's business.

He also noted that Genesco has scheduled a shareholders' meeting
for Sept. 17, 2007, to approve the Finish Line merger.

Finish Line has retained business consulting firm Bain &
Company to assist in the merger integration planning.  
The transaction is expected to close in Fall 2007.

                        About Finish Line

The Finish Line Inc. (Nasdaq: FINL) -- http://www.finishline.com/     
-- is a mall-based specialty retailer operating under the Finish
Line, Man Alive and Paiva brand names.  The company currently
operates 697 Finish Line stores in 47 states and online, 95 Man
Alive stores in 19 states and online and 15 Paiva stores in 10
states and online.

                        About Genesco Inc.

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

                          *     *     *

As reported in the Troubled Company Reporter on June 4, 2007,
Standard & Poor's Ratings Services said that its ratings on
specialty Genesco Inc. remain on CreditWatch with developing
implications, following the announcement that it has rejected
Foot Locker Inc.'s conditional bid to acquire Genesco for
approximately $1.3 billion ($51.00 per share)in cash.

In April 2007, S&P placed its ratings, including the 'BB-'
corporate credit rating, on Genesco Inc. on CreditWatch with
developing implications after Foot Locker launched its bid
for Genesco.

The Foot Locker deal also prompted Moody's Investors Service
to place the ratings of Genesco on review for possible downgrade.
Affected ratings include the company's "Ba3" corporate family
rating.


GENOA HEALTHCARE: S&P Affirms "B" Corporate Credit Rating
---------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Tampa,
Fla.-based nursing home operator Genoa Healthcare Group LLC to
negative from stable.  The ratings, including the 'B' corporate
credit rating, were affirmed.

"The revised ratings outlook on the company reflects the
tightening of the company's bank covenants in December 2007," said
Standard & Poor's credit analyst David Peknay.  Based on our
expectation of the company's financial performance for the balance
of 2007, which is comparable to the first half of the year, the
cushion relative to the covenants at that time may be thin.  This
scenario could hurt liquidity.

The low-speculative-grade ratings on Genoa Healthcare reflect the
risks associated with the company's concentration in one state,
its exposure to uncertain third-party reimbursement, and an
aggressive financial policy.  Total debt outstanding is about
$140 million.

The company leases all of the 61 facilities it operates and
manages, and shares profits with the owner of 53 of the
properties.  All of the facilities are in Florida. Genoa attempts
to improve the profitability of its units by providing skilled
nursing and specialty services to patients with more medically
complex needs than those in a typical nursing home, such as
orthopedic rehabilitation, hospice, Alzheimer services,
ventilator, pain management, and cardiac services.  Another key
strategy is to broaden its payor mix by increasing Medicare and
managed care business, and admissions from hospitals.

However, Medicaid is still the source of an estimated 50%-55% of
the company's revenues.  Consequently, the company is vulnerable
to changes in the program in Florida.  Although there currently
are no near-term risks to reimbursement rates, the increase in
demand for skilled nursing services because of demographic trends
in Florida creates uncertainty relative to future Medicare payment
rates.  In addition, there is a history of adverse Medicare
payment changes (the last one occurring in 2006).  Consequently,
while prospects for a modest Medicare payment rate increase for
2008 are good, Medicare accounts for about one-third of Genoa's
total revenues, and potential rate reductions remain a risk over a
longer term horizon.  As a relatively small company concentrated
in one state, Genoa also is vulnerable to weak trends in managed
care in its key areas, and economic, legal, and environmental
variables.


GERDAU AMERISTEEL: CFIUS OKs Plan of Merger with Chaparral Steel
----------------------------------------------------------------
The Committee on Foreign Investment in the United States stated in
a letter dated Aug. 29, 2007, that CFIUS has reviewed the
information provided by Chaparral Steel Company and Gerdau
Ameristeel Corporation, in connection with the Agreement and Plan
of Merger signed by the companies and certain other parties, and
determined that there are no issues of national security
sufficient to warrant a second stage investigation under the
Exon-Florio Amendment to the Defense Product Act of 1950, as
amended.

Accordingly, CFIUS has concluded its review of the proposed
transaction.  The consummation of the merger remains subject to
customary conditions, including adoption of the Agreement and Plan
of Merger by Chaparral's stockholders.

Headquartered in Midlothian, Texas, Chaparral Steel Company  
(Nasdaq: CHAP) –- http://www.chaparralsteel.com/-- is a producer  
of structural steel products in North America.  The company is
also a producer of steel bar products.  The company operates two
mini-mills located in Midlothian, Texas and Dinwiddie County,
Virginia that together have an annual rated production capacity of
2.8 million tons of steel.  Founded in July 1973, the company
manufactures over 230 different types, sizes and grades of
structural steel and bar products.  The company markets its
products throughout the United States, Canada and Mexico, and to a
limited extent in Europe.  
    
Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
(NYSE: GNA; TSX: GNA.TO) – http://www.ameristeel.com/-- is a  
mini-mill steel producer in North America.  Through its vertically
integrated network of 17 mini-mills, 17 scrap recycling facilities
and 52 downstream operations, Gerdau Ameristeel serves customers
throughout North America.  The company's products are sold to
steel service centers, steel fabricators, or directly to original
equipment manufactures for use in a variety of industries,
including construction, cellular and electrical transmission,
automotive, mining and equipment manufacturing.

                          *     *     *

Moody's Investor Services placed Gerdau Ameristeel Corporation's
probability of default and long term corporate family ratings at
"Ba1" in July 2007.


GOLDEN NUGGET: S&P Lifts Corporate Credit Rating to "B"
-------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Las
Vegas-based Golden Nugget Inc. and removed them from CreditWatch
with developing implications, where they had been placed on
July 25, 2007.  The corporate credit rating has been raised to 'B'
from 'CCC' and the outlook is stable.

At the same time, S&P revised the ratings on Golden Nugget Inc.'s
$545 million senior secured credit facilities, consisting of a
$50 million first-lien revolving credit facility due 2013 and a
$210 million first-lien term loan, $120 million delayed draw
first-lien term loan, and $165 million second-lien term loan all
due 2014.  The ratings on the first-lien debt have been raised to
'BB-' (two notches higher than the corporate credit rating on the
company) from 'CCC+'.  The recovery rating remains '1', indicating
that first-lien lenders can expect very high (90% to 100%)
recovery in the event of a payment default.  The second-lien issue
rating has been raised to 'B-' (one notch lower than the corporate
credit rating) from 'CCC-'.  The recovery rating has been revised
to '5', indicating that second-lien lenders can expect modest (10%
to 30%) recovery in the event of a payment default, from '3'.
These ratings are also removed from CreditWatch.  The rating
changes reflect the upgrade of the company and Standard & Poor's
revisions to its recovery rating scale and issue level rating
framework announced May 30, 2007.

The upgrade reflects the agreement between Golden Nugget's parent
company, Landry's Restaurants Inc. (B/Stable/--), and its senior
unsecured note holders that resolves all legal issues regarding
the notes' acceleration, which resulted from the company not
filing its financial statements in a timely manner.

The ratings on Golden Nugget reflect the high debt leverage caused
by its planned expansion, the company's concentration of cash flow
within a single property, its reliance on the mature downtown Las
Vegas gaming market, and Landry's aggressive financial policy.  
The ratings also incorporate our expectation of the potential for
Golden Nugget's financial support to and from Landry's, even
though Golden Nugget's financing is structured as nonrecourse
to Landry's.

S&P views that Golden Nugget is strategic to and has a history of
financial support from Landry's supports our assessment of the
consolidated enterprise.  This does not mean that Golden Nugget
and Landry's will always be rated the same.  However, the
strategic relationship between the legal entities, and
management's ultimate fiduciary obligation to the shareholders
of the consolidated enterprise, are important rating factors for
both entities, despite the companies' distinct financing
structures.   


GRANT FOREST: S&P Lowers Long-Term Corporate Credit Rating to "B"
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on privately owned, Toronto-based Grant Forest
Products Inc. to 'B' from 'B+'.  The outlook is negative.

"The downgrade stems from a higher-than-expected cash burn through
the first half of 2007, because Grant completed construction of
its second oriented strandboard mill this past year through a
period of exceptionally weak market conditions," said Standard &
Poor's credit analyst Donald Marleau.  Liquidity will decline
further, as the company remains EBITDA negative before
funding higher interest expenses and continuing high capital
expenditures.  "We expect the liquidity deterioration to moderate
in 2008, as capital expenditures return to very low maintenance
levels," Mr. Marleau added.

The rating reflects Grant's narrow product focus in oriented
strandboard, volatile earnings and cash flow, and high debt
leverage. These factors are partially offset by the company's
modern cost-efficient facilities and good fiber integration.  
Grant faces increased medium-term credit risk from the
substantially debt-financed construction of two large OSB mills in
South Carolina, although these mills will improve the company's
cost profile and operating diversity, and mitigate its foreign
currency exposure.  The company has traditionally maintained a
moderate capital structure, quickly repaying debt to fund its
growth capital expenditures.

Grant is a leading manufacturer of OSB, which is a plywood
substitute used primarily in the construction and remodelling of
residential homes.  The company is increasing its production
capacity with the addition of two new mills in Allendale and
Clarendon, S.C.  The Allendale facility should approach full
capacity in third-quarter 2007.  The Clarendon mill is still under
construction and won't begin production until late 2007.  The
expansions will make Grant the fourth-largest OSB producer in
North America.  The company also operates two mills in northern
Ontario and has a 50% ownership interest with Ainsworth Lumber Co.
Ltd. (CCC+/Negative/--) in the Footner mill located in High Level,
Alta.

The outlook is negative.  Persistently low OSB prices and the
consequent weak cash flow, combined with the company's large
capital expenditures, will continue to consume considerable
liquidity through the remainder of 2007.  If industry conditions
remain weak for a protracted period or if capital expenditures
increase unexpectedly, either of which contribute to higher debt
or weaker liquidity, we could lower the rating further.  Grant has
a good track record of reducing debt upon completion of its growth
capital expenditures, and Standard & Poor's expects that the
company will return to a moderate financial risk profile after the
Allendale and Clarendon mills are completed, and will benefit
significantly from the new assets.


GRUPO TMM: Debt Redemption Cues Moody's to Remove "Caa1" Rating
---------------------------------------------------------------
Moody's Investors Service withdrew the corporate family and issuer
ratings of Grupo TMM, S.A.  The corporate family and issuer
ratings were withdrawn because TMM's rated debt has been redeemed.

Outlook Actions:

Issuer: Grupo TMM, S.A.

-- Outlook, Changed To Rating Withdrawn From Negative

Withdrawals:

Issuer: Grupo TMM, S.A.

-- Issuer Rating, Withdrawn, previously rated Caa1
Corporate Family Rating, Withdrawn, previously rated Caa1

Grupo TMM SA is based in Mexico City, Mexico.


GUARDIAN TECH: June 30 Balance Sheet Upside-Down by $8.1 Million
----------------------------------------------------------------
Guardain Technologies International Inc.'s consolidated balance
sheet at June 30, 2007, showed $1.9 million in total assets, total
liabilities of $9.7 million in total liabilities, and $321,240 in
common shares subject to repurchase, resulting in an $8.1 total
stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $369,494 in total current assets
available to pay $3.1 million in total current liabilities.

The company reported a net loss of $3.2 million on net revenue of
$122,134 for the second quarter ended June 30, 2007, compared with
a net loss of $2.2 million on net revenues of $74,856 for the same
period a year ago.

Net revenues from product sales and annual maintenance fees
increased by $47,278, or 63.2%, to $122,134 mainly due to an
increase in software license revenue for the current period of
$96,000, partly offset by decreases in maintenance fees revenue
and hardware and related fees.

The increase in net loss primarily reflects increased gross loss
of $920,064 due to the impairment write-off of the Wise acquired
intangible assets recorded in the quarter and non-operating
expense of $375,503 for accrued interest expense on debt,  the
amortization of debt discount for the 2006 debenture and
convertible notes, the revaluation of the derivative liabilities
for the debentures and convertible notes, adjustments to fair
value of derivative liabilities related to the conversion of notes
and debentures and related financing expenses.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/873198/000134990507000047/f
2007june3010qfinal.htm

                       Going Concern Doubt

Goodman & Company L.L.P., in Norfolk, Virginia, expressed
substantial doubt about Guardiain Technologies International
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 reported that the
company has incurred significant operating losses since inception
and is dependent upon its ability to raise additional funding
through debt or equity financing to continue operations.  

                   About Guardian Technologies

Based in Herndon, Virginia, Guardian Technologies International
Inc. (OTC BB: GDTI.OB) -- http://www.guardiantechintl.com/-- is a  
publicly traded company with two primary market focuses:

  -- Aviation Security providing highly accurate threat item
     detection at the image scanning level
       
  -- Healthcare Solutions improving information and process flow
     with state-of-the-art RIS/PACS technology, and integrated
     archiving and reporting network services for radiology.


HOLLINGER INC: Court Extends Stay Under CCAA Until September 28
---------------------------------------------------------------
Hollinger Inc. disclosed that a court order has been issued
extending the stay of proceedings it obtained on Aug. 1, 2007 to
Sept. 28, 2007.  The stay was originally issued pursuant to a
court order that initiated a court-supervised restructuring under
the Companies' Creditors Arrangement Act (Canada) and a companion
proceeding in the United States pursuant to Chapter 15 of the U.S.
Bankruptcy Code.  The restructuring relates to Hollinger and its
subsidiaries 4322525 Canada Inc. and Sugra Limited.  A number of
motions had been brought by other parties seeking relief against
the companies, all of which were adjourned to permit the parties
to attempt to reach a consensual arrangement.

The Extension Order extends the court protection in favor of the
companies against all actions or enforcement steps that might
otherwise be taken against them.  The Extension Order was
consented to by interested parties including the Companies, Ernst
& Young Inc. (the court-appointed Monitor of the Companies), the
trustees under certain Indentures issued by Hollinger, Davidson
Kempner Partners (a significant holder of notes issued under
Indentures) and Sun-Times Media Group, Inc.

The Extension Order provides that motions adjourned on Aug. 29,
2007 will be heard on Sept. 26, 2007 if resolution of the issues
is not reached, and requires the parties to engage in good faith
settlement negotiations prior to that date.  The Extension Order
also provides for a standstill period until 5:00 p.m. Eastern Time
on Sept. 21, 2007, during which time no steps may be taken in any
litigation proceedings involving Hollinger in Canada and the
United States, to allow the companies to focus their time and
resources on the settlement negotiations.  In addition, during the
Standstill Period, and as more fully described in the Extension
Order,

   (i) William Aziz, Edward Hannah and Wesley Voorheis have
       agreed, subject to their fiduciary duties, not to attend or
       vote at meetings of the Sun-Times' board or committees of
       the board;

  (ii) Hollinger and 4232525 Canada Inc. will not exercise any of
       their voting rights attaching to their shares of Sun-Times,
       and

(iii) Sun-Times will not take any proceedings against the six
       members of the Sun-Times board elected by Hollinger by
       written consent on July 31, 2007.

The agreement of Messrs. Aziz, Hannah and Voorheis as it relates
to the Sun-Times board of directors is without prejudice to any
steps or actions that the newly-appointed directors of Sun-Times
may take after the expiry of the Standstill Period, including
causing a strategic process to be implemented in relation to Sun-
Times.

                       About Hollinger Inc.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.


I AM THAT I AM: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: I Am That I Am Training Center, Inc.
        4720 Lynacre
        Dallas, TX 75211-7911
        dba Lynacre Academy
        aka I Am That I Am Academy

Bankruptcy Case No.: 07-34184

Type of business: The Debtor is a school.

Chapter 11 Petition Date: August 31, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Mark I. Agee, Esq.
                  5401 North Central Expressway, Suite 220
                  Dallas, TX 75205
                  Tel: (214) 320-0079
                  Fax: (214) 320-2966

Total Assets:  $589,354

Total Debts: $1,255,781

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Texas Education Agency         Setoff rights;            $728,000
1701 North Congress Avenue     value of security:
Austin TX 78701                $1

Citizens Development Center    Mortgage                  $302,894
8800 Ambassador Row            value of security:
Dallas TX 75247                $262,440

Dallas County Schools          Business Debt              $53,080
612 North Zang Boulevard
Dallas TX 75208

I.R.S. Insolvency Section      Taxes                      $46,085

T.B.F. Financial               Copy Machine               $27,859

Barbara Foerch                 Business Debt              $18,807

Judd, Thomas, Smith & Co.      Accounting Services        $10,850

North Dallas Air Conditioning  Repairs                     $9,073

Sams Club                      Business Debt               $7,696

Catering by Richard            Food                        $6,374

Solonet Technologies           Software lease              $6,200

The Visiting Nurse             Business Debt               $5,365
Association

Delores Beall                  Loan reimbursement          $3,794

Nextel/Sprint Communications   phone service               $3,539

Region 10                      Business Debt               $3,156

CIT Group                      Business Debt               $3,113

Sparkletts                     Water                       $2,905

McGraw Hill                    Books                       $2,058

Dallas Finest Security         Security                    $1,764


IESI CORPORATION: Acquires Winter Bros.
---------------------------------------
IESI Corporation, a subsidiary of BFI Canada Income Fund, has
acquired Winters Bros. Waste Systems, Inc.,

"Winters Bros. represents an extremely strategic opportunity for
our company," said Keith Carrigan, Vice Chairman and Chief
Executive Officer of the Fund.  "This accretive acquisition will
allow us to more effectively utilize our existing assets in the
northeast U.S.  We believe Winters Bros. offers a platform which
will operate with IESI's existing transfer and landfill assets to
enhance our market-focused strategies within this region."

Mr. Carrigan continued, "The most effective means to finance the
acquisition of Winters Bros. was through the use of our balance
sheet.  We have increased our U.S. revolving credit facility by
$320 million, of which $281 million will be used to fund the
acquisition including all related transaction costs, and
$39 million will be available for future growth.  As a result, we
anticipate the Fund's leverage ratio will be approximately 2.8
times."

"Since its founding in 1998, Winters Bros. has quickly grown to
become one of the two largest waste services providers on Long
Island, a market that consists of more than three million people,"
said Mickey Flood, President of the Fund and President and Chief
Executive Officer of IESI.  "The management team and employees of
Winters Bros. have achieved their success through strategic
acquisitions coupled with significant organic growth.  We are very
pleased to combine the Winters Bros. assets and team with the IESI
family."

Joe Winters, President and Chief Executive Officer of Winters
Bros., said, "We look forward to growing together with IESI, a
strategic and high-quality organization, while continuing to
provide the reliable waste removal services our customers have
come to expect."

                       About Winter Bros.

Based in Westbury, New York, Winters Bros. Waste Systems, Inc.
provides collection, transfer and recycling services to commercial
and industrial businesses, residences, municipalities, and
construction sites, primarily in Long Island.  It operates eight
transfer stations and multiple collection operations.

                         About IESI

IESI Corporation is a subsidiary of BFI Canada Income Fund
(TSX:BFC.UN) -- http://www.bficanada.com/--

Through its subsidiaries, BFI Canada, is one of North America's
largest full-service waste management companies, providing non-
hazardous solid waste collection and landfill disposal services
for municipal, commercial, industrial and residential customers in
five provinces and ten U.S. states.  Its two brands, IESI and BFI
Canada, are leaders in their respective markets and serve over 1.2
million customers with vertically integrated collection and
disposal assets.


IESI CORP: Moody's Affirms "B1" Corporate Family Rating
-----------------------------------------------------
Moody's Investors Service affirmed IESI's B1 Corporate Family
Rating in conjunction with the proposed upsizing of the company's
$255 senior secured credit facility due 2010 by $320 million to a
total of $575 million and the conversion of $160 million 12%
senior subordinated intercompany notes due 2012 to equity.

The company will use the upsized revolver to finance the
acquisition of Winter Bros. Waste Systems for $275 million.
Concurrent with the affirmation of the Corporate Family Rating,
Moody's lowered the ratings of IESI's senior secured credit
facilities to B1 from Ba3.  The outlook for the ratings is stable.

The affirmation of the B1 Corporate Family Rating reflects the
company's strong market position in the North East and the South,
the strategic fit of the proposed acquisition vis-a-vis existing
assets, and the recession resistant nature of the municipal solid
waste industry.  The ratings also reflect ongoing margin
improvement over the last three years, and associated improvements
in enterprise value and likely coverage in a distress scenario.  
Notwithstanding IESI's continuing negative free cash flow (defined
as cash from operations less capital expenditures less dividends
to income trust unitholders), Moody's believes that the company's
record of strong internal growth through price increases, new
contracts and incremental volumes, the company's successful
expansion of the Seneca Meadows landfill in western New York in
August 2007, and solid cash interest coverage, continue to support
the B1 Corporate Family Rating.

The ratings are constrained by the company's high leverage when
viewed in conjunction with an acquisitive strategy and aggressive
capital expansion program as well as the high purchase multiple
paid for the WBWS acquisition.  Ownership of IESI by a Canadian
income trust since January 2005 has resulted in substantial
dividend distributions by IESI to BFI Canada at a time of high
growth-oriented spending.

Moody's took these rating actions:

   * Affirmed the B1Corporate Family Rating;

   * Affirmed the B1 Probability of Default Rating;

   * Downgraded to B1 (LGD 3, 46%) from Ba3 (LGD 3, 30%) the
     upsized $575 million senior secured revolving credit facility
     due January 2010;

   * Downgraded to B1 (LGD 3, 46%) from Ba3 (LGD 3, 30%) the
     $195 million term loan due January 2012;

The outlook for the ratings is stable.

IESI Corporation based in Fort Worth, Texas, is one of the largest
regional, non-hazardous solid waste management companies in the
United States and has grown since its establishment in 1995
through a combination of acquisitions and internal growth. IESI
provides collection, transfer, disposal and recycling services to
281 communities, including more than 586,000 residential customers
and 66,000 commercial and industrial customers in the South
(Texas, Louisiana, Oklahoma, Arkansas, Mississippi and Missouri)
and the Northeast (New York, New Jersey, Pennsylvania and
Maryland).  The company operates 44 collection operations, 17
landfills, 24 transfer stations and five recycling facilities.
IESI had $456 million in revenues for the twelve month period
ended June 30, 2007.

IESI is an indirect subsidiary of BFI Canada Income Fund, which is
based in Toronto, Ontario and provides non-hazardous solid waste
collection and landfill disposal services for about 1.2 million
customers in the US and Canada.  BFI Fund had consolidated
revenues of CDN$825 million (approximately $790 million) for the
twelve month period ended June 30, 2007.


IESI CORP: S&P Holds "BB" Long-Term Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed the ratings, including
the 'BB' long-term corporate credit rating, on waste management
company IESI Corp.  The outlook is stable.

At the same time, S&P assigned bank loan and recovery ratings to
IESI's amended $770 million senior secured credit facilities based
on preliminary terms and conditions.  The amended facilities are
rated 'BB+', one notch higher than the corporate credit rating,
with a recovery rating of '2'.  The '2' recovery rating indicates
the expectation of a substantial (70%-90%) recovery
in the event of payment default.

The facilities consist of a $195 million term loan B maturing
Jan. 20, 2012, and a $575 million revolving credit facility
maturing Jan. 21, 2010.  The term loan B facility has no required
amortization until maturity.  At the close of these bank loans we
will then withdraw the ratings on the existing bank loans.

"The ratings on IESI are based on the consolidated credit profile
of its parent, BFI Canada Income Fund, which exercises management
control and decision-making on IESI's business and financial
strategy," said Standard & Poor's credit analyst Greg Pau.  "The
parent's credit profile reflects the limited diversity of its
operating subsidiaries, continued reliance on landfill expansion
and acquisitions for growth, relatively high exposure to landfill
permitting risks, and the adoption of a more aggressive gearing
target following debt-financed acquisitions," Mr. Pau added.  

These factors are offset by IESI's efficient operations, favorable
industry growth supported by recession-resistant demand,
relatively low exposure to the cyclical construction and
demolition segment, and an improving market position in its
selected regional markets.

Through its primary operating subsidiaries, IESI and BFI Canada
Holdings Inc., BFI Canada Income Fund is a midsize participant in
the highly fragmented waste management business, ranking sixth
largest in North America by revenue.  The fund's financial policy
has become more aggressive as it relies significantly on debt to
finance the recent acquisition of Winters Brothers Waste Systems
Inc. (not rated), a waste management company operating in Long
Island, N.Y. Its key strengths are efficient operations and good
operating margin, despite its relatively small size and low
internalization rate.

The outlook is stable.  The rating on BFI Fund reflects that the
post-acquisition deterioration in the fund's financial risk
profile and its continued reliance on landfill expansion are
partially mitigated by the recent approval to expand Seneca
Meadows and a stronger market position in the U.S. northeast
following the WBWS acquisition. We could lower the rating or
revise the outlook on IESI if there is further unexpected delay in
obtaining renewal and expansion permits for any of its other major
landfills, if it adopts an even more aggressive gearing target, or
if its operating margin contracts materially.  Given the
deteriorating financial risk profile and the constraint
in financial flexibility associated with the fund's income trust
status, it is unlikely we will revise the rating or outlook upward
in the near-to-medium term.  Develeraging over time and increasing
pricing power in selected regions could benefit BFI Fund's credit
standing in the long term.


INTERACTIVE SYSTEMS: Earns $10,000 in Quarter Ended June 30
-----------------------------------------------------------
Interactive Systems Worldwide Inc. reported net income of $10,000
for the third quarter ended June 30, 2007, a reversal of the net
loss of $1.2 million reported in the same period last year, mainly
due to other income of $370,000 representing the settelement of a
dispute wityh a vendor that yielded $160,000 in cash and
eliminated approximately $210,000 in accounts payable and accrued
liabilities.

Revenues rose to $167,000 from $20,000.  The increase was
primarily due to the company's agreements with Sportingbet,
Ladbrokes and Hipodromo de Agua Caliente S.A. de C.V. which
provide certain minimum payments.

Research and development expense for the three months ended
June 30, 2007, was $85,000, as compared to $244,000 during the
same period in the prior year.  The decrease in fiscal 2007 was
primarily due to lower payroll costs.

General and administrative expense for the three months ended
June 30, 2007, was $250,000, as compared to $806,000 during the
same period in the prior year.  The decrease was primarily due to
lower payroll costs, lower professional fees, and lower
compensation costs as a result of forfeited and expired employee
stock options.

At June 30, 2007,  the company's consolidated balance sheet showed  
in $1.2 million in total assets, $698,000 in total liabilities,
and $551,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1025995/000114420407044465/
v085199_10qsb.htm

                       Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about        
Interactive Systems Worldwide Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended Sept. 30,  2006, and 2005.  The
auditing firm reported that the company has incurred net losses
and used cash in its operating activities in fiscal 2006 and 2005.

The company has incurred net losses and used cash in its operating
activities during the three and nine months ended June 30, 2007.
In addition, the company requires additional financing to meet its
forecasted cash requirements and continue operations beyond fiscal
2007.

                   About Interactive Systems

Headquartered in West Paterson, N.J., Interactive Systems
Worldwide Inc. (OTC BB: ISWI.OB) has designed, developed and
patented a proprietary software system, the SportXction System,
which enables play-by-play wagering during the course of live
sporting events.  ISWI, through its wholly owned subsidiary Global
Interactive Gaming (GIG), operates the SportXction(R) System in
the U.K., in conjunction with established media and traditional
wagering partners.  The system can accept wagers from the
Internet, handheld wireless devices, interactive televisions, and
standalone kiosks.  The system can be used for any live broadcast
event worldwide.


J.P. MORGAN: Fitch Puts Low-B Ratings on Six Certificate Classes
----------------------------------------------------------------
J.P. Morgan Chase Commercial Mortgage Securities Corp., series
2007-LDP12, commercial mortgage pass-through certificates were
rated by Fitch Ratings as:

-- $19,008,000 Class A-1 'AAA';
-- $444,899,000 Class A-2 'AAA';
-- $346,187,000 Class A-3 'AAA':
-- $601,693,000 Class A-4 'AAA';
-- $54,181,000 Class A-SB 'AAA';
-- $287,299,000 Class A-1A 'AAA';
-- $2,504,667,937 Class X (notional amount and
       interest only) 'AAA';
-- $250,467,000 Class A-M 'AAA';
-- $197,242,000 Class A-J 'AAA';
-- $21,916,000 Class B 'AA+';
-- $28,178,000 Class C 'AA';
-- $21,916,000 Class D 'AA-';
-- $12,523,000 Class E 'A+';
-- $25,047,000 Class F 'A';
-- $28,177,000 Class G 'A-';
-- $28,178,000 Class H 'BBB+';
-- $28,177,000 Class J 'BBB';
-- $28,178,000 Class K 'BBB-';
-- $9,392,000 Class L 'BB+';
-- $9,393,000 Class M 'BB';
-- $6,261,000 Class N 'BB-';
-- $6,262,000 Class P 'B+';
-- $6,262,000 Class Q 'B';
-- $3,131,000 Class T 'B-';
-- $40,700,937 Class NR 'NR'.

Classes A-1, A-2, A-3, A-4, A-SB, A-1A, X, A-M, A-J, B, C, D, E
and F are offered publicly, while classes, G, H, J, K, L, M, N, P,
Q, and T 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 163
fixed rate loans having an aggregate principal balance of about
$2,504,667,937, as of the cutoff date.


J.W. KENNEDY: Section 341 Meeting Scheduled for October 3
---------------------------------------------------------
The United States Trustee for Region 6 scheduled a meeting of
J.W. Kennedy, Inc.'s creditors for Oct. 3, 2007, 2:00 p.m. at
Room 7A24, Fritz G. Lanham Federal Building, 819 Taylor Street,
in Ft. Worth, Texas.

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.

J.W. Kennedy, Inc., -- http://kennedyssausage.com/-- also known  
as Kennedy's Sausage Company and Kennedy Sausage, Inc., is located
in Weatherford, Texas.  The Debtor supplies private label country-
style sausage, bacon and ham products to many fast food chains.

The Debtor filed for Chapter 11 bankruptcy protection on Aug. 27,
2007 (Bankr. N.D. Tex. Case No. 07-43666).  Julie C. McGrath, Esq.
at Forshey & Prostok, LLP represents the Debtor in its
restructuring efforts.  The Debtor listed assets and debts between
$1 million to $100 million when it filed for bankruptcy.

The Debtor's principal, Weidon Kennedy, filed for Chapter 11
protection on Oct. 29, 2006 (Bankr. N.D. Tex. Case No. 06-43677).  


JAMES BILBERY: Case Summary & 16 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: James Kevin Bilbery
        6021 Highway 50 North
        Benson, NC 27504

Bankruptcy Case No.: 07-01885

Chapter 11 Petition Date: August 30, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: Judge A. Thomas

Debtor's Counsel: Danny Bradford, Esq.
                  Paul D. Bradford, PLLC
                  3200 Beechleaf Court, Suite 100
                  Raleigh, NC 27604
                  Tel: (919) 424-8345
                  Fax: (919) 424-8395

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Internal Revenue Service       Trust Fund                 $430,000
Insolvency Department
320 Federal Place, Room 327
Greensboro, NC 27401

NC Department of Revenue       Trust Fund                  $60,000
P.O. Box 2249
Pawleys Island, SC

Equity One                     Furniture                   $10,216
301 Lipponcott Drive
Marlton, NJ 08053              Pontoon Boat                $11,743
                                                          Secured:
                                                           $11,000

                               Vehicle                     $31,421
                                                          Secured:
                                                           $25,000

Wake Med.                      Medical Services            $11,186

Capital One Auto Finance       Vehicle                     $34,181
                                                          Secured:
                                                           $25,975

Chase                          Credit Card                  $4,963

Wells Fargo                    Credit Card                  $2,833

Advanced Recovery System       Collection - Suncom          $1,286
                               Wireless

Wake Emergency Phys.           Medical Services               $663

Citibank USA                   Charge Account                 $583

Cary Radiology                 Medical Services               $362

First Premier Bank             Credit Card                    $296

I C System                     Collection - Banfield          $139
                               The Pet Hospital

Absolute Collection Service    Collection - Wake              $100
                               Medical Center

Credit Collection Service                                      $67

Big State Industrial S.                                    Unknown


JOHN HOUSTON: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtors: John Martin Houston
         Lori Denise Houston
         aka Marty Houston
         777 Happy Valley Circle
         Newnan, GA 30263

Bankruptcy Case No.: 07-12041

Chapter 11 Petition Date: August 30, 2007

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtors' Counsel: Griffin E. Howell, III, Esq.
                  Newton & Howell P.C.
                  127 1/2 East Solomon Street
                  P.O. Box 551
                  Griffin, GA 30224
                  Tel: (770) 227-0110
                  Fax: (770) 227-0112

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


LANDRY'S RESTAURANTS: Inks Pact with Bondholders to Resolve Issues
------------------------------------------------------------------
Landry's Restaurants, Inc. disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that on Au. 29, 2007,
it entered into a Stipulation of Settlement ("Settlement") with
U.S. Bank, National Association, Indenture Trustee under the
Company's $400 million Senior Notes and certain note holders
whereby the previous acceleration of the Senior Notes was
rescinded and annulled.

As part of the Settlement, the company paid a $3.0 million consent
fee to the note holders, the company agreed to commence an
exchange offering on or before Oct. 1, 2007 to exchange the Senior
Notes for new exchange Senior Notes with a new interest rate of
9.5% and an option for either the company or the Exchange Note
holders to redeem the Exchange Notes at 101 of par.  The company
may call the Exchange Notes at anytime before 18 months from the
date of the Settlement and the Exchange Note holders may call the
Exchange Notes anytime after 18 months from the date of the
Settlement on at least 30 days notice.  The company also agreed to
pay all reasonable attorneys fees and costs and dismissed the
pending litigation previously instituted against the Indenture
Trustee and certain note holders.

Headquartered in Houston, Texas, Landry's Restaurants, Inc. (NYSE:
LNY) -- http://www.landrysrestaurants.com/-- is a diversified  
restaurant hospitality and entertainment company principally
engaged in the ownership and operation of full-service, casual
dining restaurants, primarily under the names of Rainforest Cafe,
Saltgrass Steak House, Landry's Seafood House, The Crab House,
Charley's Crab and The Chart House.  Its portfolio of restaurants
consists of an array of formats, menus and price points that
appeal to a wide range of markets and customer tastes.  It offers
concepts ranging from upscale steak and seafood restaurants to
casual theme-based restaurants.  The company is also engaged in
the ownership and operation of select hospitality businesses,
including hotel and casino resorts that provide dining, leisure
and entertainment experiences.  On Sept. 27, 2005, the company
acquired the Golden Nugget Hotels and Casinos in downtown Las
Vegas and Laughlin, Nevada.


LANDRY'S RESTAURANT: S&P Lifts Corporate Credit Rating to "B"
-------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Houston,
Texas-based Landry's Restaurant Inc.  The corporate credit rating
was raised to 'B' from 'CCC', and the ratings were removed from
CreditWatch, where they were placed with developing implications
on July 25, 2007.  The outlook is stable.

At the same time, Standard & Poor's raised the rating on Landry's
senior secured credit facility to 'BB-'from 'CCC+'.  The recovery
rating remains a '1', which indicates our belief of very high
(90%-100%) recovery in the event of default.  Under Standard &
Poor's revised recovery rating scale, the facility is now rated
two notches above the corporate credit rating.  Standard
& Poor's also raised the rating on the company's $400 million
senior unsecured notes due 2014 to 'CCC+' from 'CC'.  

"The upgrade is a result of the company having executed an
agreement with its senior unsecured noteholders resolving all
legal issues regarding the notes' acceleration, which resulted
from the company not filing its financial statements in a timely
manner," said Standard & Poor's credit analyst Charles Pinson-
Rose.  The agreement stipulates that the interest rate on the
bonds will increase to 9.5% from 7.5%; that the bond holders will
have the right to force redemption at or after 18 months from the
execution of the agreement; and that the company can call the
notes at any time 30 days after the execution of the agreement.
"Given these provisions, we believe that the company will likely
have to refinance the notes in or around 18 months time," said
Mr. Pinson-Rose.

The ratings on Landry's reflect the company's aggressive financial
policy, relatively small size in the highly competitive restaurant
industry, highly leveraged capital structure, and weak cash flow
protection measures.


LEAR CORPORATION: Moody's Affirms "B2" Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service affirmed Lear Corporation's Corporate
Family Rating of B2 with a stable outlook.  Ratings on the
company's term loan of B2 and on its unsecured notes of B3 were
similarly affirmed but with slight revisions to their respective
LGD point estimates.  The company's liquidity rating of SGL-2,
designating good liquidity, was also affirmed.

Lear's quantitative metrics reflect noticeable improvement over
earlier periods, and, if sustained, could lead to an upward
revision of the rating or outlook.  However, at this time,
weakness in the outlook for automotive demand, coupled with
uncertainties relating to the potential for disruptions during UAW
labor negotiations temper rating prospects.  Moreover, while Lear
has reaffirmed its strategic plans following the failed
acquisition of the company by AREP Car Acquisition, controlled by
Mr. Carl Icahn, the current ratings continue to reflect an element
of event risk.

Lear's results demonstrate achievements in restoring its margins
and reducing its leverage from a combination of divesting its
unprofitable interior business, lowering costs through
restructuring actions and contributions from the roll-out of new
business awards.  Those accomplishments produced positive free
cash flow over the last quarter and twelve month period ending
June 30, and, in turn solidified its liquidity profile.  At the
end of June, Lear's debt/EBITDA declined to roughly 3.8 times, and
its EBIT/interest increased to 2.1 times on an LTM basis (These
ratios exclude the impact of its restructuring costs but are
considered reflective of recurring profitability and coverage
capacity of the business).

Nonetheless, Moody's concerns included awaiting a resolution of
labor negotiations between the Michigan based OEMs and the UAW,
which could impact Lear's operating results if disruptions to
production volumes were to occur from labor disputes.  In
addition, the outcome of those negotiations could affect the
longer term viability of major customers of Lear's North American
seating business.  Similarly, macro issues of consumer sentiment,
GNP growth and pressure on disposable income from several factors
could impact aggregate automotive demand over the intermediate
term. Should less favorable conditions evolve, the strength of
Lear's more recent financial performance could begin to ebb.

Ratings affirmed with revised LGD point estimates:

-- Corporate Family Rating, B2

-- Probability of Default, B2

-- Senior Secured Term Loan, B2 (LGD-3, 47%) from B2 (LGD-4, 50%)

-- Senior Unsecured Notes to B3 (LGD-4, 58%) from B3 (LGD-4, 61%)

-- Shelf ratings for senior unsecured, subordinated and
    preferred, (P)B3 (LGD-4, 58%), (P)Caa1(LGD-6, 97%), and
    (P)Caa1 (LGD-6, 97%) respectively from (P)B3 (LGD-4, 61%),
    (P)Caa1 (LGD-6, 97%), and (P)Caa1 (LGD-6, 97%) respectively.

-- Speculative Grade Liquidity Rating, SGL-2

The last rating action was in May 2007 when Moody's confirmed
Lear's ratings and changed its outlook to stable from ratings
under review for possible downgrade.

The stable outlook considers the beneficial impact of improved
operating margins and free cash flow in Lear's continuing seating
and electronics businesses as well as its liquidity profile.
Positive free cash flow is expected over the intermediate term
absent unexpected events.  Lear may have to contribute up to an
additional $40 million to its interest in the entity that was
formed from the disposition of the North American interior
business.  Other future cash expenditures include pension
contributions under the defined benefit plans of $35 million to
$40 million during the remainder of 2007.  The company continues
with exposure to build rates at General Motors, Ford and Chrysler,
and the current mix of vehicles it supports may be adversely
affected by recent trends in consumer vehicle preferences.

The SGL-2 rating represents good liquidity over the next twelve
months.  The company had cash and equivalents of $565 million at
the end of June, expectations of future positive free cash flow
generation as well as access to its un-drawn $1.7 billion
revolver.  In addition, the company has a $150 million off-balance
sheet accounts receivable securitization facility whose liquidity
line is typically renewed annually in October.  The facility was
not utilized at the end of June.  In late 2006, Lear refinanced
the majority of its debt maturities resulting in no significant
debt maturities through 2010.  

At June 30, headroom under financial covenants in Lear's revolving
credit facility, which expires in March 2010, was ample with the
company expected to maintain a comfortable cushion over the next
twelve months.  The bank debt has a partial collateral package
over certain assets and shareholdings in subsidiaries.  While Lear
continues with a portfolio of investments in subsidiaries and
joint-ventures, an effect of the terms of the bank debt could be
to constrain the company's remaining ability to arrange alternate
liquidity.

Lear Corporation, headquartered in Southfield, MI, is focused on
providing complete seat systems, electrical distribution systems
and various electronic products to major automotive manufacturers
across the world.  The company had revenue of $17.6 billion in
2006 and has more than 90,000 employees in 33 countries.  
Following the disposition of its interior business, Lear expects
its ongoing revenues in 2007 to approximate $15.0 billion.


LEGACY COMM: June 30 Balance Sheet Upside-Down by $2.4 Million
--------------------------------------------------------------
Legacy Communications Corp.'s consolidated balance sheet at
June 30, 2007, showed $2.0 million in total assets and
$4.4 million in total liabilities, resulting in a $2.4 million  
total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $91,475 in total current assets
available to pay $4.4 million in total current liabilities.

The company reported net income of $800,321 and income from
operations of $1.3 million for the six months ended June 30, 2007.  
This compares with a net loss of $69,776 and income from
operations of $90,647 for the same period in 2006.

For the six months ended June 30, 2007, total revenue was
$1.9 million, compared to total revenue of $888,776 for the six
months ended June 30, 2006.  

Total revenue for the first six months of fiscal 2007 consisted
primarily of gains from the sale of radio station KBET(AM),
Winchester, Nevada in the amount of $1.9 million in the quarter
ended March 30, 2007.  Total revenue for the first six months of
fiscal 2006 consisted primarily of gains from the sale of AM Radio
1370 Inc. in the amount of $516,094 during the quarter ended
June 30, 2006.  Other revenue in the first six months of fiscal
2006 arose from the reclassification of deposits on the sale of
radio stations in the amount of $355,000 as revenue during the
quarter ended June 30, 2006.

Operating Expenses for the six months ended June 30, 2007,
decreased $225,026 or 20.2% to $573,103 compared to $798,129 for
the six months ended June 30, 2006.  This decrease is primarily
the result of a decrease in general and administrative expenses.

As a result of the decrease in operating expenses and the increase
in revenue from the sale of a radio station, income before taxes
for the first six months of fiscal 2007 was $1.2 million compared
to net losses of $69,776 for the first six months of fiscal 2006.

Interest expense was $141,618 for the first six months of fiscal
2007 compared to $160,423 for the first six months of fiscal 2006.  
The reduction in interest expense in fiscal 2007 compared to
fiscal 2006 is primarily the result of the use of proceeds from
the sale of AM Radio 1370 Inc. to reduce outstanding indebtedness.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1124127/000114420407044858/
v085272_10qsb.htm

                       Going Concern Doubt

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about Legacy Communications Corp.'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 had a working capital deficit as well as
a deficit in stockholders equity at Dec. 31, 2006.

Revenues have not been sufficient to cover its operating costs and
to allow it to continue as a going concern. The ability of the
company to continue as a going concern is dependent upon the
company completing the sale of its properties: KPTO(AM) 1440Khz,
Pocatello, Idaho and KITT(FM) 101.1MHz, Soda Springs, Idaho.

                   About Legacy Communications

Headquartered in St. George, Utah, Legacy Communications Corp.'s
(OTC BB: LGCCE.OB) -- http://www.legacycomm.com/-- principal  
activity is the purchase, development and resale of AM and FM
radio broadcast facilities or the rights to construct or operate
radio broadcast facilities and to provide auxiliary services. The
company develops or upgrades the facilities necessary to realize
the value of the construction permit or broadcast license granted
by the FCC, improves the audience share through programming
changes and then resells the radio station.


MAXUM PETROLEUM: S&P Cuts Rating on $155 Million Term Loan to "B-"
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its loan rating and
revised its recovery rating on energy logistics provider Maxum
Petroleum Inc.'s $155 million term loan B.  The term loan rating
was lowered to 'B-' (one notch below the corporate credit rating
of SPI Petroleum LLC, the parent and guarantor) from 'B', and the
recovery rating was revised to '5' from '4',indicating an
expectation of modest (10%-30%) recovery in the event of a payment
default).

"These changes are in response to an increase in the size of
Maxum's (unrated) asset-based revolving credit facility to
$285 million from $235 million, and continued increases in the
company's borrowing base availability under this facility," said
Standard & Poor's credit analyst Amy Eddy.

The term lenders' lien on Maxum's accounts receivable, inventory,
and cash is junior to that of the ABL lenders.  These working-
capital assets represent the company's most significant and most
liquid assets, so we expect the increases in size and borrowing-
base availability under this facility to impair the term lenders'
recovery prospects.

The corporate credit rating on SPI Petroleum LLC is 'B', and the
ratings outlook is stable.

The ratings on Maxum reflect its participation in the very
fragmented refined-product distribution market, which is
characterized by slim operating margins and commodity price
volatility.  Furthermore, with its acquisitive growth strategy,
Maxum will face elevated debt leverage and the integration
risk associated with its acquisitions, offsetting favorable near-
term market conditions.  The ratings are supported by SPI's
leading market position and low maintenance capital expenditure
needs.

                       Ratings List

                          To             From
                          --             ----

Maxum Petroleum Inc.
$155 million term loan B  B-             B

Recovery rating:         5              4


MC COLLEYVILLE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: M.C. Colleyville Realty, L.P.
        13140 Coit Road, Suite 502
        Dallas, TX 75240

Bankruptcy Case No.: 07-43784

Chapter 11 Petition Date: August 31, 2007

Court: Northern District of Texas (Ft. Worth)

Judge: Russell F. Nelms

Debtor's Counsel: Christopher J. Moser, Esq.
                  Quilling, Selander, Cummiskey & Londs
                  2001 Bryan Street, Suite 1800
                  Dallas, TX 75201-4240
                  Tel: (214)871-2100
                  Fax: (214)871-2111

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.


MDWERKS INC: June 30 Balance Sheet Upside-Down by $685,451
----------------------------------------------------------
Mdwerks Inc.'s consolidated balance sheet at June 30, 2007, showed
$2.0 million in total assets and $2.7 million in total
liabilities, resulting in a $685,451 total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.4 million in total current
assets available to pay $2.4 million in total current liabilities.

The company incurred a net loss of $2.6 million in the second
quarter ended June 30, 2007, an increase from the $2.4 million net
loss reported in the same period last year, mainly due to higher
operating expenses and interest expense, partly offset by a loss
on revaluation of warrant liability of $1.1 million during the
2006 quarter, which was absent in the 2007 quarter.

Revenue rose to $132,775 from $71,805.  Of the total revenue of
$132,775, the company recorded service fee revenue of $116,812 and
financing income of $15,963.

Total operating expenses rose 64.3% from $1.4 million to
$2.2 million due to a $722,643 increase in compensation expense
attributable to the hiring of permanent sales, operations and
executive staff and the recording of stock-based compensation
expense under FAS 123R for previous period stock option grants.

Interest expense rose from $3,682 to $508,638 due to an increase
in borrowings and amortization of debt discount and deferred fees
in connection with the company's notes payable.

The company recorded a loss on the revaluation of warrant
liability of $-0- compared to $1.1 million related to the change
in fair value of the warrants during three months ended June 30,
2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1295514/000114420407042461/
v083654_10qsb.htm

                       Going Concern Doubt

Sherb & Co. LLP, in Boca Raton, Fla., expressed substantial doubt
about Mdwerks 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 the
company's recurring losses from operations.

                        About Mdwerks Inc.

Headquartered in Deerfield Beach, Fla., Mdwerks Inc. (OTC BB:
MDWK.OB) -- http://www.mdwerks.com/-- provides Healthcare  
professionals with automated electronic insurance claims
management solutions and advance funding of medical claims.  
MDwerks(TM) solutions comprise an innovative web-based, HIPAA-
compliant system of comprehensive administrative and financial
services designed for physician practices of all sizes and
specialties whether in a single or multi-location operation.


MEDISTEM LAB: Posts $1.1 Million Net Loss in Qtr. Ended June 30
---------------------------------------------------------------
Medistem Laboratories Inc. incurred a net loss of $1.1 million in
the second quarter ended June 30, 2007, an increase from the net
loss of $961,698 reported in the same period last year, mainly due
to increased research and development expenses and the accrual of
a $272,900 settlement loss, partially offset by increased revenues
and decreased stock based compensation.  

Revenues rose to $470,828 from $-0- last year.  Revenues consist
of fees generated through licensing activities.  Revenues for the
three months ended June 30, 2007, consist of $385,398 of fees
generated by ICM – Costa Rica and $85,430 of royalties generated
from ICM – Mexico, respectively.  No revenues were generated in
the three months ended June 30, 2006, as the licensee clinics had
not yet opened.  

Research and development expenses rose from $34,016 to $418,547
due to the company's increased pursuit of stem cell-based
therapeutic applications in the U.S. and global markets.  Research
and development costs include $355,000 related to the acquisition
and development of intellectual property surrounding the use of a
specified source of stem cells.   

General and administrative expenses rose from $532,429 to $702,230
due to a $272,900 accrued settlement amount pertaining to the
settlement of a contractual dispute with a former vendor and other
general cost increases, which were partially offset by reduced
stock-based compensation charges.  Stock-based compensation
charges included in general and administrative expenses decreased
from $448,329 to $149,073 due to significant stock options granted
in the first quarter of 2006 to founders and key consultants.  
These awards were fully vested in May 2006 and no expense was
incurred in 2007 related to such awards.  

At June 30, 2007, the company's consolidated balance sheet showed  
$1.4 million in total assets and $471,831 in total liabilities,
and $906,851 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1186519/000139390507000133/
mdsm_10qsb.htm

                       Going Concern Doubt

Malone & Bailey P.C., in Houston, expressed substantial doubt
about Medistem Laboratories 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 has had limited operations and has not
commenced planned principal operations at Dec. 31, 2006.

Medistem has incurred net losses since inception, and has only
recently begun generating revenues.

                   About Medistem Laboratories

Headquartered in Tempe, Ariz., Medistem Laboratories Inc. (OTC BB:
MDSM.OB) is a biotechnology company that discovers, develops, and
commercializes adult stem cell products that address serious
medical conditions.  While drug discovery and development is its
primary focus, Medistem has compiled a body of proprietary
technologies it outlicenses to commercial entities in markets
where stem cell administration is permissible.  


MGM MIRAGE: Board Stays Neutral on Infinity World's Tender Offer
----------------------------------------------------------------
MGM MIRAGE has filed a Schedule 14D-9 Solicitation/Recommendation
Statement with the Securities and Exchange Commission in response
to the cash tender offer by Infinity World Investments LLC. a
subsidiary of Dubai World, for up to 14.2 million shares of MGM
MIRAGE common stock at a price of $84 per share.

In response to the tender offer, the MGM MIRAGE board of directors
is making no recommendation about whether its stockholders should
tender their shares in the offer and is remaining neutral.  The
reasons for the board's position are disclosed in the Schedule
14D-9 mailed to stockholders on Aug. 31, 2007.
   
         About Infinity World Investments and Dubai World
    
Infinity World Investments LLC is an indirect wholly owned
subsidiary of Dubai World, a major investment holding company with
a portfolio of businesses that includes DP World, Jafza, Nakheel,
Dubai Drydocks, Maritime City, Istithmar, Kerzner, One & Only,
Atlantis, Barney's, Island Global Yachting, Limitless, Inchcape
Shipping Services, Tejari, Technopark and Tamweel.  The Dubai
World Group has more than 50,000 employees in over 100 cities
around the globe.  The group also has real estate investments in
the US, the UK and South Africa.  In the last five years, Dubai
World has developed 80,000 luxury residential villas and
apartments and approximately three million square feet of retail
space.

                        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.

                          *     *     *

As reported in the Troubled Company Reporter on August 27, 2007,
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.


MOHAMMED HAYAT: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Mohammed Fayyaz Hayat
         Roohi Fayyaz
         4949 Rockwood Road
         San Angelo, TX 76905
         Tel: (651) 227-6022

Bankruptcy Case No.: 07-60149

Type of Business: The Debtors are owners of American Halal
                  Meat Processors, Inc., which filed for
                  Chapter 11 protection on July 30, 2007
                  (Bankr. N.D. Tex. Case No. 07-60118).

Chapter 11 Petition Date: September 2, 2007

Court: Northern District of Texas (San Angelo)

Debtors' Counsel: Dana A. Ehrlich, Esq.
                  Law Office of Dana Ehrlich
                  P.O. Box 1831
                  San Angelo, TX 76902
                  Tel: (325) 655-5351
                  Fax: (325) 655-7089

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.


MYLAN LABS: Commences Tender Offers to Buy 5.75% and 6.38% Notes
----------------------------------------------------------------
Mylan Laboratories Inc. it is commencing tender offers to purchase
for cash any and all of its outstanding 5.750% Senior Notes due
2010 (CUSIP No. 628530AE7) and 6.375% Senior Notes due 2015 (CUSIP
Nos. 628530AF4, 628530AC1).
    
Mylan is making the tender offers as part of a broader strategy to
establish its new global capital structure and in preparation for
the consummation of its proposed acquisition of Merck's generic
pharmaceutical business pursuant to a Share Purchase Agreement,
dated May 12, 2007, between Mylan and Merck Generics Holding GmbH,
Merck S.A., Merck Internationale Beteiligung GmbH and Merck KGaA.
    
In conjunction with the tender offers, Mylan is also soliciting
consents from holders of each series of Notes to eliminate
substantially all of the restrictive covenants and certain events
of default in the indenture governing the Notes.  Holders cannot
tender their Notes without delivering their consent and cannot
deliver a consent without tendering their Notes.
    
The tender offers and consent solicitations were made upon the
terms and subject to the conditions described in the Offer to
Purchase and Consent Solicitation Statement and related Letter of
Instructions dated Aug. 31, 2007.

Each of the tender offers will expire at 12:00 midnight,
New York City time, on Sept. 28, 2007, unless any tender offer is
extended at the sole discretion of Mylan.

Holders must tender Notes and deliver their related consents to
the Proposed Amendments at or prior to 5:00 p.m., New York City
time, on Sept. 14, 2007, unless extended at the sole discretion of
Mylan with respect to any series of Notes, in order to receive the
Total Consideration, which includes the Consent Payment.
    
The "Total Consideration" Mylan will pay for each $1,000 principal
amount of Notes validly tendered at or prior to the applicable
Consent Payment Deadline and accepted by Mylan for purchase will
be the "fixed spread price" for such Notes calculated in
accordance with standard market practice as described in the Offer
to Purchase and Consent Solicitation Statement, representing a
present value calculation of future payment obligations in respect
of such Notes after the applicable Settlement Date and until
Aug. 15, 2010, using a discount rate equal to the sum of:

   (i) the yield to maturity on the 4.125% U.S. Treasury Note due
       Aug. 15, 2010, as calculated by Merrill Lynch, Pierce,
       Fenner & Smith Incorporated and Citigroup Global Markets
       Inc., in accordance with standard market practice, based on
       the bid-side price of such reference security as of
       2:00 p.m., New York City time on the Price Determination
       Time, as displayed on the Bloomberg Government Pricing
       Monitor Page PX5 or any recognized quotation source
       selected by the Dealer Managers in their sole discretion
       if the Bloomberg Government Pricing Monitor is not
       available or is manifestly erroneous, plus

   (ii) a fixed spread of 50 basis points.
    
With respect to each series of Notes, the applicable Total
Consideration includes a "Consent Payment" equal to $30 for each
$1,000 principal amount of Notes validly tendered and accepted for
purchase.

Holders tendering their Notes pursuant to a tender offer will not
receive the Consent Payment unless their Notes are validly
tendered at or prior to the applicable Consent Payment Deadline
and such tender offer is subsequently consummated.  If a holder
validly tenders Notes pursuant to a tender offer after the
applicable Consent Payment Deadline, and such tender offer is
consummated, such holder will be paid only the applicable Total
Consideration less the Consent Payment even if the Proposed
Amendments applicable to the Notes so tendered are adopted.
    
The Price Determination Time will be 2:00 p.m., New York City
time, on Sept. 14, 2007, unless extended by the company in its
sole discretion in respect of any series of Notes.  In the event
that a tender offer is extended, a new Price Determination Time
may be established with respect to such tender offer, which will
be not less than two nor more than ten business days prior to the
new Expiration Time for such tender offer.
    
Mylan will pay for Notes purchased promptly after the Expiration
Time of the applicable tender offer.  In addition, Mylan will pay
accrued and unpaid interest on tendered and accepted Notes to, but
not including, the applicable Settlement Date.
    
The tender offer and consent solicitation for a series of Notes is
separate from the tender offer and consent solicitation for the
other series of Notes.  Mylan reserves the right to extend, amend,
waive the conditions to or terminate each tender offer and consent
solicitation independently of the other tender offer and consent
solicitation.
    
Mylan's obligation to accept, and pay for, Notes of a series
validly tendered pursuant to a tender offer is conditioned upon
the satisfaction or waiver of various conditions, including (i)
the receipt of valid consents to the Proposed Amendments from
holders of not less than a majority in aggregate principal amount
of the Notes of such series, (ii) consummation of the Transaction
and (iii) satisfaction of certain general conditions described in
the Offer to Purchase and Consent Solicitation Statement.
    
Copies of the Offer to Purchase and Consent Solicitation Statement
and related Letter of Instructions, may be obtained by contacting
Global Bondholder Services Corporation, the information agent for
the tender offers and consent solicitations, at (866) 804-2200
(toll- free).

Questions regarding the tender offers and consent solicitations
may be directed to the Dealer Managers and Solicitation Agents for
the tender offers and consent solicitations, Merrill Lynch,
Pierce, Fenner & Smith Incorporated, which may be contacted at
(212) 449-4914 (collect) or (888) 654-8637 (toll- free), and
Citigroup Global Markets Inc., which may be contacted at (212)
723-6106 (collect) or (800) 558-3745 (toll-free).

                  About Mylan Laboratories Inc.

Headquartered in Canonsburg, Pennsylvania, Mylan Laboratories Inc.  
(NYSE:MYL) -- http://www.mylan.com/-- is engaged in developing,  
licensing, manufacturing, marketing and distributing generic,
brand and branded generic pharmaceutical products.  The company
obtains new generic products primarily through internal product
development.  In addition, it licenses or co-develops products
through arrangements with other companies.  New generic product
approvals are obtained from the United States Food and Drug
Administration through the Abbreviated New Drug Application
process, which requires the company to demonstrate bioequivalence
to a reference brand product.  As of March 31, 2007, Mylan
operated through two segments: Mylan Segment and the Matrix
Segment.

                          *     *     *

Moody's Investor Services placed Mylan Laboratories Inc.'s
probability of default and long term corporate family ratings at
"Ba1" in May 2007.


NORTHWEST AIRLINES: Fitch Removes Junk Rating on Class D Notes
--------------------------------------------------------------
Fitch Ratings withdrew the ratings on these classes of Northwest
Airlines Enhanced Equipment Trust Certificate due to a lack of
sufficient information to maintain the ratings.  These rating
actions affect 12 tranches of notes in five transactions.

NWA Trust No. 2

-- Class A notes rated 'BBB+', Rating Watch Positive are
    withdrawn;

-- Class B notes rated 'BB', Rating Watch Positive are withdrawn;

-- Class C notes rated 'B', Rating Watch Positive are withdrawn;

-- Class D notes rated 'CCC/DR1', Rating Watch Positive are
    withdrawn.

Northwest Airlines Pass Through Certificates, series 1996-1

-- Class A notes rated 'B-/DR2', Rating Watch Positive are
    withdrawn;

-- Class B notes rated 'CC/DR6', Rating Watch Positive are
    withdrawn;

-- Class C notes rated 'C/DR6', Rating Watch Positive are
    withdrawn.

Northwest Airlines European Enhanced Equipment Trust Certificates,
series 2001-2

-- Class A notes rated 'BBB+', Rating Watch Positive are    
    withdrawn;

-- Class B notes rated 'B', Rating Watch Positive are withdrawn.

Northwest Airlines Pass Through Certificates, series 2002-1

-- Class C-1 notes rated 'B', Rating Watch Positive are
    withdrawn;

-- Class C-2 notes rated 'B', Rating Watch Positive are
    withdrawn.

Northwest Airlines Pass Through Certificates, series 2003-1

-- Class D notes rated 'C', Rating Watch Positive are withdrawn.


OPTION ONE: Moody's May Lower Ratings on Two Certificate Classes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
two certificates backed by subprime loans originated by Option One
Mortgage Corp.  The actions are based on the analysis of the
credit enhancement provided by subordination,
overcollateralization and excess spread relative to the expected
loss.

Complete rating actions are:

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE3

-- Class M6, Placed on Review for Possible Downgrade, currently
    Baa3;

-- Class M7, Placed on Review for Possible Downgrade, currently   
    Ba1.


ORAGENICS INC: Posts $591,725 Net Loss in Quarter Ended June 30
---------------------------------------------------------------
Oragenics Inc. reported a net loss of $591,725 for the second
quarter ended June 30, 2007, a decrease from the net loss of
$796,713 for the same period last year.

The company had $26,673 in revenues associated with an NIH/NCI
CMAT(TM) grant in the three months ended June 30, 2007, compared
with no revenues in the same period in 2006.

The decrease in net loss was principally caused by the reduction
in expense for clinical trias, staffing and associated expenses
totaling approximately $148,700, the reduction of stock option
expenses due to forfeitures of approximately $36,966 and
reductions in BOD fees of approximately $16,350.

At June 30, 2007,  the company's consolidated balance sheet showed  
in $1.1 million in total assets, $374,693 in total liabilities,
and $694,520 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1174940/000119312507180893/
d10qsb.htm

                       Going Concern Doubt

Kirkland Russ Murphy & Tapp PA, in Clearwater, Fla., expressed
substantial doubt about Oragenics 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 has incurred recurring operating losses,
negative operating cash flows and has an accumulated deficit.

                       About Oragenics Inc.

Headquartered in Alachua, Fla., Oragenics Inc. (AMEX: ONI) --
http://www.oragenics.com/-- is a biopharmaceutical company with a  
pipeline of proprietary technologies.  The company has a number of
products in discovery, preclinical and clinical development, with
a concentration in two main therapeutic areas, infectious disease
and oncology.  The company's core pipeline includes products for
use in the treatment of dental and periodontal infectious  
diseases, systemic bacterial infections, and weight loss.  In the
discovery stage are three platform technologies for identifying
biomarkers of infection, cancer and autoimmune diseases and for
the solid state synthesis of bioactive peptides including small
molecule antibiotics.


OWENS CORNING: Completes $371 Mil. Sale Deal with Saint-Gobain
--------------------------------------------------------------
Owens Corning has completed the sale of its Siding Solutions
business to Saint-Gobain for $371 million as on July 17, 2007.  
The sale includes the company's Norandex/Reynolds distribution
business with 153 U.S. distribution centers in 38 states.

Three vinyl siding manufacturing facilities in North America
located in Claremont, North Carolina; Joplin, Missouri; and
London, Ontario are also part of the transaction.
    
"This sale is part of our ongoing strategy to focus on core
businesses that bring value to our customers," Dave Brown,
president and chief executive officer, said.  "This transaction
enhances shareholder value by strengthening Owens Corning's
ability to generate consistent profitable growth across its
portfolio of businesses."
    
The transaction completes Owens Corning's strategic review of its
Siding Solutions business.

                      About comSaint-Gobain SA

Headquartered in Courbevoie, France, Saint-Gobain SA (EPA:SGO) --
http://www.saint-gobain.com/-- is a producer, processor and  
distributor of materials, including glass, ceramics, plastics and
cast iron.  The company has five principal business activities:
the distribution of building materials to professionals and
consumers, which includes the subsidiaries Lapeyre and Point.P in
France and Jewson and Graham in the United Kingdom; the production
of high-performance materials, such as ceramics, plastics and
abrasives; the manufacture of flat glass, notably for use in the
automobile sector; the production of packaging, including glass
jars and bottles for foodstuffs, pharmaceuticals and beauty
products, and the manufacture of construction products, such as
insulation and pipes.  Saint-Gobain has over 1,000 consolidated
companies in total, and is represented in 49 countries worldwide.

                        About Owens Corning
    
Headquartered in Toledo, Ohio, Owens Corning fka Owens Corning
(Reorganized) Inc. (NYSE: OC) -- http://www.owenscorning.com/--  
is a producer of residential and commercial building materials and
glass fiber reinforcements, and other similar materials for
composite systems.  The company has operations in 26 countries.

The company filed for chapter 11 protection on Oct. 5, 2000
(Bankr. D. Del. Case. No. 00-03837).  Norman L. Pernick, Esq., at
Saul Ewing LLP, represented the Debtors.  Elihu Inselbuch, Esq.,
at Caplin & Drysdale, Chartered, represented the Official
Committee of Asbestos Creditors.  James J. McMonagle served as the
Legal Representative for Future Claimants and wass represented by
Edmund M. Emrich, Esq., at Kaye Scholer LLP.  
On Sept. 28, 2006, the Honorable John P. Fullam, Sr., of the U.S.
District Court for the Eastern District of Pennsylvania affirmed
the order of Honorable Judith Fitzgerald of the U.S. Bankruptcy  
Court for the District of Delaware confirming Owens Corning's  
Sixth Amended Plan of Reorganization.  The Plan took effect on  
Oct. 31, 2006, marking the company's emergence from Chapter 11.

                         *     *     *

Fitch placed Owens Corning's senior unsecured debt and preferred
stock ratings at "D".  The ratings, placed in October 2000, still
hold to date.


PCS EDVENTURES!.COM: Posts $309,053 Net Loss in Qtr. Ended June 30
------------------------------------------------------------------
PCS Edventures!.com Inc. reported a net loss of $309,053 and a
gross profit of $322,496, on total revenues of $654,870 for the
first quarter ended June 30, 2007, compared with a net loss of
$674,046 and a gross profit of $317,001, on total revenues of
$560,669 for the comparable period ended June 30, 2006.

The company attributes the increase in total revenues to the
attendance by the sales team at additional conferences, added
marketing material, and the addition of two personnel within the
sales department.

The decrease in net loss is primarily due to a decrease in
depreciation and amortization expense.

The decrease in depreciation and amortization expense was due to
the lack of amortization of the Barron Partners LP notes payable
in the first quarter of fiscal year 2007, which was fully
amortized as of Sept. 30, 2006.  

Interest expenses for the three-month period ended June 30, 2007,
decreased to $3,783 as compared to $5,016 for the three-month
period ended June 30, 2006.  

At June 30, 2007, the company's consolidated balance sheet showed
$1.7 million in total assets, $472,101 in total liabilities, and
$1.2 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements at June 30, 2007, are available for free at
http://www.sec.gov/Archives/edgar/data/1122020/000112202007000009/
q607.htm

                       Going Concern Doubt

HJ & Associates LLC, in Salt Lake City, expressed substantial
doubt about PCS Edventures!.com Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations and working capital deficit.

                    About PCS Edventures!.COM

Headquartered in Boiese, Idaho, PCS Edventures!.com Inc.
(OTC BB: PCSV.OB) provides science and engineering-based
educational software for elementary and high school children.  


PRIDE INTERNATIONAL: Fitch Affirms "BB" Issuer Default Rating
-------------------------------------------------------------
Fitch Ratings affirmed Pride International Inc.'s Issuer Default
Rating at 'BB' in addition to affirming the ratings on Pride's
senior secured revolving credit facility, senior unsecured notes
and their convertible senior notes.  The Rating Outlook is Stable.
Fitch maintains the following ratings for Pride:

-- Issuer Default Rating at 'BB';
-- Senior unsecured at 'BB';
-- Senior secured bank facility at 'BBB-';
-- Senior convertible notes at 'BB'

Pride's ratings reflect the significant improvement the company
has made in reducing debt and capitalizing on the strong offshore
drilling environment to sell non-core assets and refocus the
company as an offshore drilling contractor with a focus on
deepwater assets.  Pride's credit stats reflect these improvements
as well as the strong market conditions for offshore drilling
rigs.

For the last 12 months ending June 30, 2007, Pride generated
$990.9 million of EBITDA, and free cash flow (cash from operations
less capital expenditures) was $222.7 million.  Credit metrics
were robust with interest coverage of 12x and debt-to-EBITDA
dropping to 1.3x.  Pride has also been successful in securing a
$5.7 billion revenue backlog, primarily associated with the
company's floating rigs and international jackup fleet.

The Rating Outlook is currently Stable despite the improving
credit profile for the company.  Fitch views the company's recent
divestitures positively and thinks the company is on-track for
producing additional enhanced protection for creditors.  However,
this generally positive trend is likely to take considerable time
and be marked by periods of additional leverage as the company
works to become a pure offshore drilling contractor with a
deepwater focus.  Key to future rating decisions will be how Pride
decides to re-deploy proceeds from the recently closed Latin
American divestiture, the company's willingness to pursue
additional large, speculative newbuilds/acquisition opportunities
and the company and industry's ability to digest the large number
of newbuild rigs expected to come to market between 2007 and 2009.

Pride is one of the world's largest drilling contractors and
operates a diverse fleet of primarily offshore rigs.  The fleet
includes two ultra-deepwater drillships, two newbuild deepwater
drillships currently under construction, 12 semisubmersible rigs,
28 jackup rigs and 16 tender-assisted, barge and platform rigs, 10
land-based rigs and five managed rigs.  The company recently
closed the divestiture of its fleet of land-based drilling and
workover rigs located in Latin America and its oilfield services
business. Additionally, Pride has announced the sale of its three
tender assisted rigs.


PRIME MORTGAGE: Fitch Rates I-B-5 and II-B-5 Cert. Classes at "B"
-----------------------------------------------------------------
Prime Mortgage Trust, mortgage pass-through certificates, series
2007-3 are rated by Fitch Ratings as:

-- $283,449,334 classes I-A-1 through I-A-7, I-X, I-PO, I-R-1, I-
    R-2, II-A-1, II-A-2, II-X, II-PO, and II-R 'AAA' (senior
    certificates);

-- $7,209,000 classes I-B-1 and II-B-1 'AA';

-- $3,512,000 classes I-B-2 and II-B-2 'A';

-- $1,662,000 classes I-B-3 and II-B-3 'BBB';

-- $1,937,000 classes I-B-4 and II-B-4 'BB';

-- $788,000 classes I-B-5 and II-B-5 'B'.

The 'AAA' rating on the group 1 senior certificates reflects the
5.15% subordination provided by the 2.05% class I-B-1, the 1.15%
class I-B-2, the 0.45% class I-B-3, the 0.75% privately offered
class I-B-4, the 0.20% privately offered class I-B-5 and the 0.55%
privately offered class I-B-6 (not rated by Fitch).

The 'AAA' rating on the group 2 senior certificates reflects the
6% subordination provided by the 2.90% class II-B-1, the 1.20%
class II-B-2, the 0.70% class II-B-3, the 0.50% privately offered
class II-B-4, the 0.35% privately offered class II-B-5 and the
0.35% privately offered class II-B-6 (not rated by Fitch).

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
primary servicing capabilities of the Master Servicer EMC Mortgage
Corporation, rated 'RMS3+' by Fitch.

The mortgage loans in group 1 consist of 317 30 year fixed-rate
mortgage loans totaling $175,129,611 as of the cut-off date
(Aug. 1, 2007), secured by first liens on one- to four-family
residential properties and individual condominium units.  The
group 1 mortgage pool demonstrates an approximate weighted-average
loan-to-value ratio of 73.53%.  The weighted average FICO credit
score is about 731.  Cash-out refinance loans represent 43.12% of
the mortgage pool and second homes 2.81%.  The average loan
balance is $552,459.  The five states that represent the largest
portion of mortgage loans are California (34.41%), New York
(11.13%), Florida (6.64%), Maryland (6.35%) and New Jersey
(6.07%).

The mortgage loans in group 2 consist of 163 15 year fixed-rate
mortgage loans totaling $124,829,527 as of the cut-off date
(Aug. 1, 2007), secured by first liens on one- to four-family
residential properties and individual condominium units.  The
group 1 mortgage pool demonstrates an approximate weighted-average
loan-to-value ratio of 64.53%.  The weighted average FICO credit
score is about 722.  Cash-out refinance loans represent 45.65% of
the mortgage pool and second homes 12.85%.  The average loan
balance is $765,825.  The five states that represent the largest
portion of mortgage loans are California (30.49%), New York
(10.40%), Florida (9.45%), New Jersey (6.44%) and Hawaii (4.51%).

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

SAMI II deposited the loans in the trust, which issued the
certificates, representing undivided beneficial ownership in the
trust.  For federal income tax purposes, an election will be made
to treat the trust as three separate real estate mortgage
investment conduits.  U.S. Bank National Association will act as
trustee.


QUEBECOR WORLD: Completes Tender Offer to Buy Capital's Sr. Notes
-----------------------------------------------------------------
Quebecor World (USA) Inc., a wholly-owned subsidiary of Quebecor
World Inc. reported the expiration of its cash tender offers to
purchase:

   (a) Quebecor World Capital Corporation's outstanding
       8.42% Senior Notes, Series A, due July 15, 2010 and 8.52%
       Senior Notes, Series B, due July 15, 2012; and

   (b) Quebecor World Capital's outstanding 8.54%, Senior Notes,
       Series C, due Sept. 15, 2015, and 8.69% Senior Notes,
       Series D, due Sept. 15, 2020, and the related consent
       solicitation seeking to effect the proposed amendments to
       the note purchase agreements governing the Notes.

The tender offers and the related consent solicitation were made
upon and subject to the terms and conditions set forth in the
Offer to Purchase and Consent Solicitation dated Aug. 3, 2007, and
the related Consent and Letter of Transmittal.

The tender offers for the Notes expired at midnight, New York City
time, on Aug. 30, 2007.  One condition to the tender offers was
the receipt of the consents from holders of more than 50% in
aggregate principal amount of the Series A Notes and the Series B
Notes, taken as a class, and holders of more than 50% in aggregate
principal amount of the Series C Notes and the Series D Notes,
taken as a class.  

As of the Expiration Date, the Requisite Consents were not
received.  Consequently, QWUSA will not purchase any Notes
pursuant to the tender offers, none of the proposed amendments to
the Note Purchase Agreements will be effected and the previously
announced tender offer consideration and consent fee will not be
paid or become payable to any holder of the Notes.

The Dealer Manager for the tender offers and the consent
solicitation is Banc of America Securities LLC.  

Global Bondholder Services Corporation is the Information Agent
and the Depositary for the tender offers and the consent
solicitation.

Questions regarding the tender offers may be directed to Banc of
America Securities LLC at (312) 828-5846 (collect) or Global
Bondholder Services Corporation at (866) 470-4300 (toll free) or
at (212) 430-3774 (collect).

                     About Quebecor World Inc.

Headquartered in Montreal, Quebec, Quebecor World Inc. (TSX:
IQW)(NYSE:IQW), -- http://www.quebecorworldinc.com/-- provides  
market solutions, including marketing and advertising activities,
well as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other printed
media.  It has 127 printing and related facilities located in
North America, Europe, Latin America and Asia. In the United
States, it has 82 facilities in 30 states, and is engaged in the
printing of books, magazines, directories, retail inserts,
catalogs and direct mail.  In Canada it has 17 facilities in five
provinces, through which it offers a mix of printed products and
related value-added services to the Canadian market and
internationally.  The company is an independent commercial printer
in Europe with 19 facilities, operating in Austria, Belgium,
Finland, France, Spain, Sweden, Switzerland and the United
Kingdom. In March 2007, it sold its facility in Lille, France.
Quebecor World (USA) Inc. is its wholly owned subsidiary.

                          *     *     *

Moody's Investor Services placed Quebecor World Inc.'s probability
of default and long term corporate family ratings at "B3" on
Aug. 28, 2007.


RAPTOR NETWORKS: June 30 Balance Sheet Upside-Down by $16 Million
-----------------------------------------------------------------
Raptor Networks Technology Inc. delivered its financial results
for the quarter ended June 30, 2007, to the Securities and
Exchange Commission on Aug. 21, 2007.

At June 30, 2007, the company's balance sheet showed $3,113,214
in total assets, $19,431,081 in total liabilities resulting in a
$16,317,867 stockholders' deficit.

The company reported a $1,487,593 net loss on $204,969  revenue
for the three months ended June 30, 2007, compared with a
$8,808,540 net loss on $237,857 revenue for the three months
ended June 30, 2006.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2,487,596 in total current assets
available to pay $19,431,081 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at

http://sec.gov/Archives/edgar/data/1163300/000101968707002744/rapt
or_10qsb-063007.txt

                       Going Concern Doubt

Comiskey & Company in Denver, Colorado, expressed substantial
doubt about Raptor Network's ability to continue as a going
concern after it audited the company's financial statements for
the year ended Dec 31, 2006 and 2005.  The auditing firm pointed
to the company's sustained accumulated losses from operations
totaling more than $58,500,000 at December 31, 2006.  Also, the
company had no significant sales of its products at present.

                      About Raptor Network

Headquartered in Santa Ana, California, Raptor Networks Technology
Inc. -- http://raptor-networks.com/-- provides high speed  
ethernet and network switching for information access.


REMY INT'L: Starts Vote Solicitation on Prepackaged Plan
--------------------------------------------------------
Remy Worldwide Holdings Inc. commenced a solicitation of votes for
a prepackaged plan of reorganization from holders of Remy
International Inc.'s 8-5/8% Senior Notes, 9-3/8% Senior
Subordinated Notes, and 11% Senior Subordinated Notes.

Votes on the prepackaged plan of reorganization must be received
by Financial Balloting Group, the company's voting agent, by
Oct. 1, 2007, unless the deadline is extended.  

The record date for voting was set for Aug. 29, 2007.  
Solicitation materials was mailed to creditors of record on
Aug. 31, 2007.

Noteholders seeking additional information about the balloting
process may contact Jane Sullivan, Financial Balloting Group
at (646) 282-1800.
    
"As the next step in our transformation process, the company is
pleased to report the commencement for the solicitation of votes
on its prepackaged plan of reorganization," John Weber, Remy's
chief executive officer, said.  "During this time the company will
provide customers with quality products and on-time delivery."
    
He further added that throughout the solicitation process and
beyond, trade creditors, suppliers and employees will receive
amounts owed to them in the ordinary course of business.  In
addition, the prepackaged plan of reorganization provides that the
claims of trade creditors, suppliers and employees will be paid in
full.

On June 15, 2007, the company entered into a plan support
agreement with holders of approximately 83% of its 8-5/8%
Senior Notes, 84% of its 9-3/8% Senior Subordinated Notes, and
75% of its 11% Senior Subordinated Notes on the terms of a
consensual financial restructuring that would reduce the company's
debt obligations by approximately $360 million.

The company and the consenting noteholders have agreed to
consummate the restructuring through a prepackaged plan of
reorganization.  In addition, the consenting noteholders have
agreed, subject to certain conditions, to backstop a rights
offering of new preferred stock to be issued under the prepackaged
plan of reorganization that will provide approximately $85 million
of new capital to fund the prepackaged plan of reorganization and
the company's post- emergence operations.

Assuming the company receives the required acceptances, the
company intends to commence a prepackaged chapter 11 case at the
conclusion of the solicitation period.
    
The company also has obtained a binding commitment from Barclays
Capital, the investment banking division of Barclays Bank PLC, to
provide debtor-in-possession financing of up to $225 million and
$330 million of long-term exit financing.

The terms of the commitment are more fully described in the
Solicitation and Disclosure Statement.
    
                   About Remy International Inc.
    
Headquartered in Anderson, Indiana, Remy International Inc.  is a
manufacturer, remanufacturer and distributor of Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company also
provides a components core-exchange service for automobiles, light
trucks, medium and heavy-duty trucks and other heavy-duty, off-
road and industrial applications.

                          *     *     *

Moody's Investor Services placed Remy International Inc.'s senior
unsecured debt and long term corporate family ratings at "Ca" in
April 2007.


REVERE INDUSTRIES: S&P Lowers Corporate Credit Rating to "B-"
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Revere
Industries LLC, including its corporate credit rating to 'B-' from
'B'.  The ratings remain on CreditWatch with negative
implications, where they were placed on Nov. 6, 2006.   

The downgrade reflects Revere's weakened financial profile,with
financial leverage, despite recent debt reduction, made possible
by asset sales, remains high at more than 7x pro forma as of
June 30, 2007, and its lower interest coverage metrics. The
weakened financial profile is due largely to Revere's exposure to
residential construction and previous customer product launch
difficulties.  Also, Revere's business profile has materially
changed with the sale of most assets of its Rolled Aluminum
Division, which represented approximately one-third of revenue and
EBITDA. Revere sold the assets to satisfy lenders and reduce
leverage after its weak 2006 operating performance
forced the company to seek waivers for its financial covenants.

Revere remains out of compliance with its credit facilities'
financial covenants.  The company is currently on a 60-day waiver
and is seeking an amendment to the covenants.   The outcome of the
CreditWatch listing will be determined by the ability to obtain an
amendment granting less restrictive covenants.  Standard & Poor's
will also consider the potential for profitability improvements
and reduction in financial leverage.


RONALD LOFLIN: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Nathan Ronald Loflin
        4912 Grasshopper Road
        Raleigh, NC 27610

Bankruptcy Case No.: 07-01877

Chapter 11 Petition Date: August 30, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtor's Counsel: William P. Janvier, Esq.
                  Everett Gaskins Hancock & Stevens, LLP
                  P.O. Box 911
                  Raleigh, NC 27602
                  Tel: (919) 755-0025
                  Fax: (919) 755-0009

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's List of its Six Largest Unsecured Creditors:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
Internal Revenue Service                              $1,076,125
320 Federal Place
Greensboro, NC 27402

Fidelity Bank                                           $350,000
P.O. Box 1469
Fuquay Varina, NC 27526

Johnstone Supply                                        $100,000
2905 Industrial Drive
Raleigh, NC 27609

Ferguson                       Guaranteed                $30,000
                               Company Debt

AT&T Card                                                $10,000

North Carolina Department of                             Unknown
Revenue


SONTRA MEDICAL: Incurs $1 Million Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Sontra Medical Corp. incurred a net loss of $1.0 million for the
second quarter ended June 30, 2007, a decrease from the net loss
of $1.6 million reported in the same period ended June 30, 2006,
mainly due to lower research and development expenses.

Total revenue fell to $14,853 from $24,914.  The company recorded
product revenue of $2,353 for the three months ended June 30,
2007, versus $12,414 of revenue for the same period in 2006.  The
decrease in product revenue was attributable to a decline in
demand for the company's SonoPrep(R) System in 2007 as a result of
the company's decision to cease active marketing for SonoPrep.

Research and development expenses decreased by $582,396 to
$340,488 for the three months ended June 30, 2007, from $922,884
for the three months ended June 30, 2006.  

Research and development expenses decreased primarily as a result
of the company's restructuring of its business operations in
December 2006 that has allowed for improved focus of development
and clinical projects.  

At June 30, 2007, the company's consolidated balance sheet showed
$1.5 million in total assets, $431,584 in total liabilities, and
$1.1 million in total atockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1031927/000119312507180666/
d10qsb.htm

                       Going Concern Doubt

Wolf & Company P.C., in Boston, expressed substantial doubt
about        
Sontra Medical 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 2005.  The auditing firm
reported that the company has suffered recurring losses from
operations, has a significant accumulated deficit and has been
unable to raise sufficient capital to fund its operations.

As of June 30, 2007, the company had an accumulated deficit of
$36.1 million.  Through June 30, 2007, the company has not been
able to generate sufficient revenues from its operations to cover
its costs and operating expenses.

                       About Sontra Medical

Headquartered in Franklin, Mass., Sontra Medical Corporation
(OTC BB: SONT.OB)-- http://www.sontra.com/-- owns technology in  
ultrasound and skin permeation methods used in transdermal science
for therapeutic and diagnostic applications, and is developing a
non-invasive, continuous transdermal glucose monitor ("CTGM") for
use in the Diabetes and Intensive Care Markets.  The CTGM device
makes use of the FDA-approved SonoPrep(R) ultrasound-mediated skin
permeation system.  In addition to utilizing its technical
competencies, the company intends to pursue acquisition and
licensing arrangements of new technologies for development and
possible partnering opportunities.


SPARE BACKUP: Earns $2.9 Million in Quarter Ended June 30
---------------------------------------------------------
Spare Backup Inc. delivered its financial results for the quarter
ended June 30, 2007, to the Securities and Exchange Commission on
Aug. 20, 2007.

The company reported a $2,927,565 net income on $16,42 revenue for
the three months ended June 30, 2007, compared with a $1,894,461
net loss on $16,824 revenue for the three months ended June 30,
2006.

At June 30, 2007, the company's balance sheet showed $4,188,508
in total assets and $2,532,934 in total liabilities resulting in a
$1,655,574 stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $2,243,334 in total current assets
available to pay $2,532,934 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at

http://sec.gov/Archives/edgar/data/1103577/000116169707000958/spar
ebackup10-qsb.txt

                       Going Concern Doubt

Sherb & Co. LLP expressed substantial doubt about Spare Backups'
ability to continue as a going concern after it audited the
company's financial statements for the year ended Dec 31, 2006 and
2005.  The auditing firm pointed to the company's net losses of
$14,478,439, cash used in operations of $6,719,706, and working
capital deficit of $11,852,100 for the year ended Dec. 31, 2006.

                       About Spare Backups

Spare Backup Inc. (OTCBB: NWPO) -- http://www.sparebackup.com/--  
develops and markets software products designed for the small
businesses to protect and secure important files.


STANLEY JOCELYN: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Stanley Jocelyn
        2830 Eagle Preserve Boulevard
        Jacksonville, FL 32226

Bankruptcy Case No.: 07-03769

Chapter 11 Petition Date: August 30, 2007

Court: Middle District of Florida (Jacksonville)

Debtor's Counsel: Robert D. Wilcox, Esq.
                  Wilcox Law Firm
                  6817 Southpoint Parkway, Suite 1202
                  Jacksonville, FL 32216
                  Tel: (904) 281-0700
                  Fax: (904) 513-9201

Total Assets: $1,414,604

Total Debts:  $1,830,116

Debtor's List of its 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim        Claim Amount
   ------                      ---------------        ------------
Suntrust Mortgage              Real Property -            $463,619
1001 Semmes Avenue             7680 Sentry Oak            Secured:
Richmond, VA 23224             Circle West                $460,000
                               Jacksonville, FL

                               Real Property -            $115,624
                               7680 Sentry Oak            Secured:
                               Circle West                $460,000
                               Jacksonville, FL       Senior Lien:
                                                          $463,619

General Motors                 Real Property -            $208,694
Manufacturing Corp.            2830 Eagle Preserve        Secured:
P.O. Box 4622                  Boulevard                  $205,000
Waterloo, IA 50704             Jacksonville, FL

                               Real Property -            $176,902
                               2830 Eagle Preserve        Secured:
                               Boulevard                  $175,000
                               Jacksonville, FL

Bank of America - Greensboro   Real Property -             $29,339
4161 Piedmont Parkway          108 Prindle Drive East     Secured:
Greensboro, NC 27410           Jacksonville, FL           $170,000
                                                      Senior Lien:
                                                          $148,685

                               Real Property -             $32,938
                               2475-3 Whispering          Secured:
                               Woods Boulevard,            $80,000
                               Jacksonville, FL       Senior Lien:
                                                           $48,343

                               Real Property -             $44,535
                               11960 Inland Drive         Secured:
                               Jacksonville, FL            $85,000
                                                      Senior Lien:
                                                           $41,351

Countrywide                    Real Property -             $19,028
                               Mangrove Avenue            Secured:
                               Jacksonville, FL           $120,000
                                                      Senior Lien:
                                                          $104,382

                               Real Property -             $27,981
                               12192 Pebble Point         Secured:
                               Drive South                $225,000
                               Jacksonville, FL       Senior Lien:
                                                          $224,644

Bank of America - Wilmington   Credit Card                 $36,348

Monogram Bank N. America       Credit Card                 $36,215

Citibank                       Credit Card                 $34,200

Chase                          Credit Card                 $23,010

Mercedez-Benz Financial        Autolease                    $5,562

Washmtl/prov                   Credit Card                  $3,787

AMEX                           Credit Card                  $3,981

Berkeley Heart Lab             Services Provided              $575

Sterling Management Services                                  $372


STEVEN FAIR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Steven J. Fair
         Anita L. Fair
         149 Warren Sands Road
         Wolfeboro, NH 03894

Bankruptcy Case No.: 07-11855

Type of Business: The Debtor is the president of Lakeshore
                  Construction Co., which filed for Chapter 11
                  protection on August 13, 2007 (Bankr. D. N.H.
                  Case No. 07-11721).

Chapter 11 Petition Date: August 31, 2007

Court: District of New Hampshire (Manchester)

Debtors' Counsel: Marc L. Van De Water, Esq.
                  Van De Water Law Offices, PLLC
                  44 Albin Road
                  Bow, NH 03304
                  Tel: (603) 647-5444
                  Fax: (603) 624-7766

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' List of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim      Claim Amount
   ------                        ---------------      ------------
John Deere Credit                Equipment Loan           $163,000
Leasing Department
P.O. Box 6600
Johnston, IA 50131-6600

Sallie Mae                       Educational Loan         $106,111
P.O. Box 9500
Wilkes Barre, PA 18773-9500

Caterpillar Financial            Equipment Loan            $63,638
2120 West End Avenue
P.O. Box 34001

Russ Dixon                       Personal Loan             $63,000

CNH Capital                      Equipment Loan            $46,700

Mack Financial Services          Equipment Loan            $45,000

Diversified Financial Services   Equipment Loan            $43,330

Winnipesaukee Lumber Co.         Construction Supplies     $38,847

CNH Capital                      Equipment Loan            $37,500

Bank of America                  Line of Credit            $36,014

Wolfeboro Oil Comapny            Oil Delivery              $32,553

Ronald & Sandra Weston           Loan                      $29,414

Bangor Savings Bank              Equipment Loan            $27,800

Joy Messineo                     Personal Loan             $20,000

Bank of America                  Credit Card               $18,717

American Express                 Credit Card               $18,204

Leone, McDonnell & Roberts       Accountant                $17,075

Western Star Finance, Inc.       Attachment                $15,145

Southworth-Milton, Inc.          Judgment                  $15,042

Bank of America                  Credit Card               $14,248


STRATUS SERVICES: June 30 Balance Sheet Upside-Down by $8 Million
-----------------------------------------------------------------
Stratus Services Group Inc.'s consolidated balance sheet at
June 30, 2007, showed $1.8 million in total assets and
$9.8 million in total liabilities, resulting in an $8.0 million
total stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $1.6 million in total current
assets available to pay $9.3 million in total current liabilities.

The company reported net income of $40,015 and an operating loss
of $74,158 in the three months ended June 30, 2007, compared with  
net income of $19,487 and operating loss of $155.9 million
reported in the same period last year.  Results for the current
quarter includes gain on sale of discontinued operations of
$183,653, compared with the gain on sale of discontinued
operations of $215,425 in the same period last year.

The aforementioned discontinued operations relates to the
company's sale of three of its California offices to
Accountabilities Inc. on Dec. 5, 2005, several Northeastern
offices to Source One Personnel Inc. on Dec. 7, 2005, and two of
its California branch offices to Tri-State Employment Service Inc.
on Dec. 7, 2005.

Revenues increased 62.2% to $2.1 million for the three months
ended June 30, 2007, from $1.3 million for the three months ended
June 30, 2006.  This increase was primarily a result of an
increase in billable hours and permanent placements and expansion
of the company's customer base.

The decrease in operating loss was mainly due to an increase in
gross profit, partly offset by an increase in selling, general,
and administrative expeses due to additional personnel that have
been added to support the increase in revenues.

Gross profit increased 61.3% to $599,384 for the three months
ended June 30, 2007, from $371,498 for the three months ended
June 30, 2006, primarily as a result of increased revenues.  

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1044391/000104439107000054/
form10q063007.htm

                       Going Concern Doubt

Gruber & Company LLC, in Lake Saint Louis, Missouri, expressed
substantial doubt about Stratus Services Group Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements as of the years ended Sept. 30,
2006, and 2005.  The auditing firm reported that the company
has suffered recurring losses from operations and has a net
capital deficiency.

                      About Stratus Services

Headquartered in Shrewsbury, N.J., Stratus Services Group Inc.
(OTC BB: SSVG.OB) -- http://www.stratusservices.com/-- offers all  
the traditional staffing services.  Stratus has developed a one-
of-a-kind labor management program which focuses on the
performance parameters defined by the client's productivity goals.
This program, which is the backbone of the company's services, is
known as "Smart Solutions(TM)".


STRUG-DIVISON: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Lead Debtor: Strug-Divison, L.L.C.
             405 North Wabash
             Chicago, IL 60611

Bankruptcy Case No.: 07-15933

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Strug-Lawrence, L.L.C.                     07-15935
        Boan, L.L.C.                               07-15937
        910 W. Lawrence, L.L.C.                    07-15938

Chapter 11 Petition Date: August 31, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtors' Counsel: Jeffrey Strange, Esq.
                  717 Ridge Road
                  Wilmette, IL 60091
                  Tel: (847) 256-7377

Debtors' Consolidated Financial Condition:

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Largest Unsecured Creditor:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Natixis Real Estate Cap.,                              $1,100,000
L.L.C.
c/o Polsinelli Shalton
Flaniga
700 West 47th Street,
Suite 1000
Kansas City, MO 64112-1802


TESORO PETROLEUM: Fitch Lifts Issuer Default Rating to BB+
----------------------------------------------------------
Fitch Ratings took these rating actions on Tesoro Petroleum
Corporation:

  --Issuer Default Rating upgraded to 'BB+' from 'BB';
  --Senior unsecured notes/debentures upgraded to 'BB+' from 'BB';
  --Bank facility to 'BBB-' from 'BB+'.

The Rating Outlook is Stable.

Tesoro's ratings are supported by its improving debt metrics, the
scale and diversification benefits created by its recent
acquisition of Shell's 100,000 bpd (barrels per day) Wilmington
refinery and retail assets, and the favorable outlook for refining
margins, especially in the supply-constrained West Coast market.
Offsetting factors include high future capital spending
requirements, the possibility of additional leveraging
transactions, and the volatility of refining margins.

The very robust crack spreads seen in the first half of the year
have allowed Tesoro to accelerate its repayment of acquisition
debt.  By the end of the second quarter, Tesoro had $1.78 billion
in debt on its balance sheet.  This represents a net increase in
debt of about $730 million following the $2.1 billion Wilmington
transaction, with the remainder paid off using cash on hand and
cash flow from operations over the first half. Debt/capitalization
at the end of the quarter stood at 37%, well ahead of management's
stated goal of bringing debt/cap below 40% by the end of the year.
For the 12 months ending June 30, 2007, EBITDA/gross interest
coverage stood at 22.3x, debt/EBITDA stood at just 0.9x, and
debt/barrel of refining capacity stood at less than $3,000/barrel.
Free cash flow over the same period was a solid $973 million.

>From a strategic perspective, the Wilmington acquisition is
attractive for a number of reasons.  The deal strengthens Tesoro's
position as a West Coast (PADD V) refiner by adding high
complexity refining capacity in the key California market.  
Complex refineries have a greater ability to process heavy, high
sulfur feedstocks, which tend to be inexpensive relative to other
crude oils.  The company also hopes to realize key synergies from
the deal, including economies of scale associated with larger
crude purchases for its refineries.

Following the acquisition, Tesoro owns and operates seven crude
oil refineries with a rated crude oil capacity of approximately
663,000 bpd.  Five of Tesoro's refineries are on the West Coast,
with facilities in California, Alaska, Hawaii, and Washington.
Tesoro also has refineries in Salt Lake City, Utah, and Mandan,
North Dakota.  Tesoro sells refined products wholesale or through
its network of branded retail outlets.


TRUESTAR PETROLEUM: Involuntary Chapter 11 Case Summary
-------------------------------------------------------
Alleged Debtor: TrueStar Petroleum Corporation
                aka Trinity Plumas Capital Corporation
                410 17th Street, Suite 310
                Denver, CO 80202

Case Number: 07-34201

Alleged debtor-affiliate:

      Entity                      Case No.
      ------                      --------
      TrueStar Barnett LLC        07-34192

Type of Business: The Debtors explore, develop, and produce
                  oil and gas properties.  It has primary
                  assets located in the United States and
                  Guatemala.
                  See http://www.truestar-petroleum.com/

Involuntary Petition Date: August 31, 2007

Court: Northern District of Texas (Dallas)

Judge: Stacey G. Jernigan

Petitioner's Counsel: Walter J. Cicack, Esq.
                      Seyfarth Shaw LLP
                      700 Louisiana, Suite 3700
                      Houston, TX 77002
                      Tel: (713) 225-2300
                      Fax: (713) 225-2340
         
   Petitioners                       Claim Amount
   -----------                       ------------
Optima Services                           Unknown
International Ltd.
c/o Walter Cicack
700 Louisiana, Suite 3700
Houston, TX 77002


U.S. ANTIMONY: Posts $114,087 Net Loss for Quarter Ended June 30
----------------------------------------------------------------
United States Antimony Corp. delivered its financial results for
the quarter ended June 30, 2007, to the Securities and Exchange
Commission on Aug. 21, 2007.

The company reported a $114,087 net loss on $1,098,610 revenues
for the three months ended June 30, 2007, compared with a $106,140
net loss on $866,118 revenues for the three months ended June 30,
2006.

At June 30, 2007, the company's balance sheet showed $3,191,676
in total assets, $2,394,604 total liabilities resulting in a
$797,072 stockholders' equity.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $516,334 in total current assets
available to pay $1,769,356 in total current liabilities.

A full-text copy of the regulatory filing is available for free
at

http://sec.gov/Archives/edgar/data/101538/000107261307001978/form1
0qsb_15326.txt

                       Going Concern Doubt

DeCoria, Maichel & Teague, P.S., in Spokane, Washington,
expressed substantial doubt about United States Antimony's ability
to continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2006 and 2005.  
The auditing firm pointed to the company's negative working
capital, an accumulated deficit and total stockholders' deficit.

                   About United States Antimony

Headquartered in Thompson Falls, Montana, United States Antimony
Corporation (OTCBB:UAMY) -- http://www.usantimony.com/-- engages  
in the mining, refining and production of antimony products.  The
company owns a mining and production facilities in Montana.


ULTITEK LTD: June 30 Balance Sheet Upside-Down by $796,442
----------------------------------------------------------
Ultitek Ltd.'s consolidated balance sheet showed $1.0 million in
total assets, $1.5 million in total liabilities, and $350,932 in
7% convertible debentures, resulting in a $796,442 total
stockholders' deficit.

The company's consolidated balance sheet at June 30, 2007, also
showed strained liquidity with $893,976 in total current assets
available to pay $1.5 million in total current liabilities.

The company incurred a net loss of $1.0 million in the three
months ended June 30, 2007, a decrease from the net loss of
$1.7 million reported in the same period last year, mainly due to  
lower selling, general and administrative expenses and lower
interest expense.

Total revenue rose 86.5% to $686,293 from $368,047.  This increase
was due to an increase in software licenses and maintenance fees.
Costs of revenue increased 139.4% to $648,680 from $271,009.  This
increase was primarily due to an increase in the number of
software licenses and maintenance activity which necessitated the
company's increased utilization of programmers and consultants.

Selling, general and administrative expenses decreased
approximately 35.3% to $833,192 from $1.3 million.  Stock based
compensation decreased to $682,000 from $1.0 million for the three
months ended June 30, 2006.

Interest expense decreased approximately 95.5% to $19,526 from
$433,479 for the three months ended June 30, 2006, due primarily
due to a $421,916 beneficial conversion feature related to
warrants issued with the convertible debentures in 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1327299/000114420407042127/
v084146_10qsb.htm

                       Going Concern Doubt

Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Ultitek Ltd.'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
reported that the company incurred a net loss of $7.4 million in
2006 and had a stockholders' deficit of $325,731 at Dec. 31, 2006.

                        About Ultitek Ltd.

Headquartered in Englewood Cliffs, N.J., Ultitek Ltd. (OTC BB:
UITK.OB) -- http://www.ultitek.com/-- hrough its wholly owned  
subsidiary, TAIS, Ultitek Ltd. has been a provider of Computerized
Airline Reservations Systems software (CRS) since 1989.  Today
Ultitek Ltd. is the leader among reservations systems in the
Russian Aviation market.


UNIVERSAL FOOD: Case Summary & 44 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Universal Food & Beverage Company, Inc.
             c/o Howard Korenthal
             MorrisAnderson & Associates, Ltd.
             55 West Monroe, Suite 2500
             Chicago, IL 60603

Bankruptcy Case No.: 07-15955

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Universal Food & Beverage Company of       07-15960
        Georgia, Inc.

        Universal Food & Beverage Company of       07-15962
        Virginia, Inc.

Type of business: The Debtors principally manufacture and market
                  food and beverage products.

Chapter 11 Petition Date: August 31, 2007

Court: Northern District of Illinois (Chicago)

Judge: Jacqueline P. Cox

Debtors' Counsel: Miriam R. Stein, Esq.
                  Arnstein & Lehr, L.L.P.
                  120 South Riverside Plaza, Suite 1200
                  Chicago, IL 60606
                  Tel: (312) 876-7119
                  Fax: (312) 876-0288

                               Total Assets       Total Debts
                               ------------       -----------
Universal Food & Beverage                $0       $11,109,683
Company, Inc.

Universal Food & Beverage                $0        $5,725,223
Company of Georgia, Inc.

Universal Food & Beverage                $0        $7,600,744
Company of Virginia, Inc.

A. Universal Food & Beverage Company, Inc's 20 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Maryland & Virginia Milk                                 $563,703
Producers
P.O. Box 79537
Baltimore, MD 21279-0537

Levenfeld Pearlstein                                     $327,393
Two North LaSalle Street
Chicago, IL 60603

California Natural Products                              $297,452
P.O. Box 1219
Lathrop, CA 95330

Burnham Hill Partners                                    $250,000
Attn: Michael S. Liss
570 Lexington Avenue
New York, NY 10022

Holland & Knight, L.L.P.                                  206,911

Mort Loan Grayson                                        $140,504

Southstar Energy Services,                               $103,858
L.L.C.

Star Construction-Leasing                                 $99,458

Zuckerman/Honickman, Inc.                                 $85,525

Obrist Americas, Inc.                                     $84,553

Meadwestvaco Packaging                                    $70,599
Sys., L.L.C.

David A. Umbaugh                                          $70,350

Valley Consulting Group                                   $65,000

Colorado Marketing & Design                               $55,000

Waste Management-Savannah                                 $52,906

Raymond Leasing Corp.                                     $49,436

J.&S. Wholesale Rental                                    $47,250

Aerotek Commercial Staffing                               $39,694

Alex C. Fergusson, Inc.                                   $39,179
(A.F.C.O., Inc.)

The Hartford                                              $38,474

B. Universal Food & Beverage Company of Georgia, Inc's 20 Largest
   Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Airco Industrial Contractors,                            $156,397
Inc.
4919 Old Louisville
Garden City, GA 31408

Chatham County Water & Sewer                              $69,264
124 Bull Street
1st Floor Cashier
Savannah, GA 31401

Carolina Handling                                         $46,564
P.O. Box 890352
Charlotte, NC 28289-0352

BlueCross BlueShield of                                   $36,628
Georgia

City of Savannah                                          $34,437
Revenue Department- Utility
Division
P.O. Box 1968
Savannah, GA

Savannah Cartage, Inc.                                    $32,935

Chatham County Tax                                        $27,255

Chemtreat, Inc.                                           $25,920

Smith's Septic Service, Inc.                              $15,960

City of Savannah                                          $12,485
Revenue Department
P.O. Box 1228
Savannah, GA

Brenntag Southeast, Inc.                                  $11,351

Strickland Oil Company                                    $10,872

City of Savannah                                          $10,350
Industrial Treatment

Hershey Company                                            $9,155

Illingworth Engineering Co.                                $7,175

Ecolab Pest                                                $6,352

Hartness International, Inc.                               $6,337

Guardian                                                   $4,879

Kinard Pallets, Inc.                                       $4,848

Tidewater Landscape Management,                            $4,760
Inc.

C. Universal Food & Beverage Company of Virginia, Inc's Four
   Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Midsummer Capital, L.L.C.                              $5,100,000
295 Madison Avenue
38th Floor
New York, NY 10017

Grayson National Bank                                  $2,500,000
113 West Main Street
Attn: Dennis B. Gambill
Independence, VA 24348

National Welders Supply Co.,                                 $744
Inc.
3011 North Liberty Street
Winston Salem, NC 27105

Internal Revenue Service                                  unknown


VALLEY REALTY: Trustee Unable to Form Creditors' Committee
----------------------------------------------------------
Ilene J. Lashinsky, the United States Trustee for Region 14,
informed the U.S. Bankruptcy Court for the District of Arizona
that he was unable to appoint an Official Committee of Unsecured
Creditors in Valley Realty Advisors LLC's chapter 11 case.

The Trustee relates that there was an insufficient number of
unsecured creditors with substantial claims and thus he didn't
attempt to form a creditors committee.

Phoenix, Arizona-based Valley Realty Advisors, L.L.C. filed for
Chapter 11 bankruptcy protection on Aug. 24, 2007 (Bankr. D. Ariz.
Case No. 07-04217).  John R. Clemency, Esq., at Greenberg Traurig,
L.L.P. acts as the Debtor's bankruptcy counsel.  The Debtor listed
total assets of $22,068,000 and total debts of $13,965,339 when it
filed for bankruptcy.


VALLEY REALTY: List of Largest Unsecured Creditors
--------------------------------------------------
Valley Realty Advisors LLC filed with the U.S. Bankruptcy Court
for the District of Arizona its list of unsecured creditors,
disclosing:

           Entity                            Claim Amount
           ------                            ------------
      Cam-Am Engineering                         $5,189
      1423 S. Higley, Suite 9-122
      Mesa, AZ 85206

      Appraisal Technology                       $4,250
      220 S. River Drive
      Tempe, AZ 875281                            

Phoenix, Arizona-based Valley Realty Advisors, L.L.C. filed for
Chapter 11 bankruptcy protection on Aug. 24, 2007 (Bankr. D. Ariz.
Case No. 07-04217).  John R. Clemency, Esq., at Greenberg Traurig,
L.L.P. acts as the Debtor's bankruptcy counsel.  The Debtor listed
total assets of $22,068,000 and total debts of $13,965,339 when it
filed for bankruptcy.


VALLEY REALTY: Taps Greenberg Traurig as General Counsel
--------------------------------------------------------
Valley Realty Advisors LLC asks the U.S. Bankruptcy Court for the
District of Arizona for authority to employ Greenberg Traurig, LLP
as its general counsel.

Greenberg Traurig is expected to:

   a. provide legal advise with respect to the Debtor's powers and
      duties as Debtor-in-possession in the management of its
      assets;

   b. prepare on behalf of the Debtor necessary applications,
      motions, answers, orders, reports, and other legal papers,
      including a disclosure statement and plan of reorganization;

   c. appear in Court and protect the interests of the Debtor
      before the Court;

   d. assist with any disposition of the Debtor's assets by sale
      of otherwise; and

   e. perform all other legal services for the Debtors which may
      be necessary and proper in the case proceedings.

The Debtor will pay the firm based on these applicable rates:

           Professional                  Hourly Rate
           ------------                  -----------
           John R. Clemency, Esq.           $475
           Tajudeen O. Oladiran, Esq.       $300
           Susan C. Vasquez, Esq.           $175

Other attorneys and paralegals may render services to the Debtor
as needed.  Generally, Greenberg Traurig's hourly rates are in
these ranges:

            Title                        Hourly Rate
            -----                        -----------
            Shareholders                  $300-$900
            Associates                    $150-$490
            Legal Assistants              $50-$260

To the best of the Debtor's knowledge, Greenberg Traurig does not
hold or represent any interest adverse to the Debtor, its estate,
its creditors, or any other party involve in the case.

The firm can be reached at:

                 John R. Clemency, Esq.
                 Tajudeen O. Oladiran, Esq.
                 Greenberg Traurig, L.L.P.
                 Suite 700, 2375 East Camelback Road
                 Phoenix, AZ 85016
                 Telephone: (602) 445-8000
                 http://www.gtlaw.com/

Phoenix, Arizona-based Valley Realty Advisors, L.L.C. filed for
Chapter 11 bankruptcy protection on Aug. 24, 2007 (Bankr. D. Ariz.
Case No. 07-04217).  The Debtor listed total assets of $22,068,000
and total debts of $13,965,339 when it filed for bankruptcy.


VIASPACE INC: Incurs $2.1 Million Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Viaspace Inc. reported a net loss of $2.1 million for the second
quarter ended June 30, 2007, an increase from the net loss of
$1.4 million reported in the same period last year, mainly due to
higher research & development expenses and selling, general &  
administrative expenses.

Revenues fell to $132,000 from $174,000.  A decrease in revenues
in Ionfinity's U.S. Government contracts of $70,000 due to lower
billings was offset in part by an increase in revenues by VIASPACE
Security and VIASPACE.

Research and development expenses rose from $271,000 to $415,000,
due to an increase in payroll and payroll benefit costs.

Selling, general and administrative expenses rose from
$1.2 million to $1.7 million due to higher stock compensation
expense of $501,000 related to stock option compensation expense
for stock options granted to employees and consultants as well as
expense related to restricted stock issued to employees and
consultants in lieu of cash compensation.

At June 30, 2007,  the company's consolidated balance sheet showed   
$1.7 million in total assets, $816,000 in total liabilities,
minority interest in consolidated subsidiaries of $572,000, and        
$323,000 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended June 30, 2007, are available for
free at
http://www.sec.gov/Archives/edgar/data/1270200/000136231007001797/
c70988e10vq.htm

                       Going Concern Doubt

Singer Lewak Greenbaum & Goldstein LLP, in Los Angeles,
expressed         
substantial doubt about Viaspace 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 reported that the company has suffered recurring
losses from operations and its total liabilities exceeds its total
assets.  In addition, the auditing firm sais that the company has
an accumulated deficit of $11.0 million and a shareholders'
deficit of $3.2 million at Dec. 31, 2006.

                       About Viaspace Inc.

Headquartered in Pasadena, Calif., Viaspace Inc. (OTC BB: VSPC.OB)
-- http://www.viaspace.com/-- was founded in 1998 with the  
objective of transforming proven space and defense technologies
from NASA and the Department of Defense into hardware and software
solutions that solve today's complex problems.  VIASPACE benefits
from important patent and software licenses from Caltech, which
manages NASA's Jet Propulsion Laboratory.


WESTWAYS FUNDING: Fitch Cuts Rating on One Note Class
-----------------------------------------------------
Fitch downgraded one class of notes issued from each of Westways
Funding VI through X and placed them on Rating Watch Negative.
Fitch also placed an additional class on Rating Watch Negative
from each of Westways Funding VI through XI.  

These rating actions are effective immediately:

Westways Funding VI

-- $37,500,000 income notes downgraded to 'B-' from 'BB'; on
    Rating Watch Negative;

-- $15,000,000 Class D and L notes rated 'BBB' is placed on
    Rating Watch Negative.

Westways Funding VII

-- $25,000,000 income notes downgraded to 'B-' from 'BB'; Rating
    Watch Negative;

-- $10,000,000 Class LD loan interests rated 'BBB' is placed on
    Rating Watch Negative.

Westways Funding VIII

-- $56,250,000 Income Notes downgraded to 'B-' from 'BB'; on
    Rating Watch Negative;

-- $22,500,000 Class D notes rated 'BBB' is placed on Rating   
    Watch Negative.

Westways Funding IX

-- $40,000,000 Income Notes downgraded to 'B-' from 'BB'; on
    Rating Watch Negative;

-- $28,000,000 Class D notes and Class LD loan interests rated
    'BBB' is placed on Rating Watch Negative.

Westways Funding X

-- $77,230,000 income notes downgraded to 'B-' from 'BB';
    on Rating Watch Negative;

-- $40,000,000 Class D notes and Class LD loan interests rated
    'BBB' is placed on Rating Watch Negative.

Westways Funding XI

-- $82,200,000 Class E income notes rated 'BB' is placed on
    Rating Watch Negative.

The ratings for each of the Class D notes and Class L notes or
Class LD loan interests, reflects the likelihood that investors
will receive periodic interest payments through the redemption
date as well as their respective stated principal balances.  The
rating of the income notes reflects the likelihood that investors
will receive aggregate payments in an amount equal to the
principal amount on or prior to the redemption date.

The transactions are mortgage market value collateralized debt
obligation managed by TCW Asset Management Co.  Each transaction
has overcollateralization tests designed to protect the notes from
declines in the market value of the portfolio.  However, some of
the overcollateralization tests are not effective as long as total
note NAV (net asset value) is above a certain threshold.  In the
event where the NAV falls below that threshold, the asset manager
must sell assets from the portfolio until these tests are passing.

The sale of assets from one of the transactions may further
depress prices of similar assets in one or more of the other
transactions.  The downgrades of the Class E income notes reflect
Fitch's opinion that NAVs falling below respective thresholds is a
real possibility which may result in losses to the income notes.
All the above referenced notes are placed on Rating Watch Negative
due to the uncertainty in the proceeds that will be achieved
during the anticipated forced sale of assets given the price
volatility that even highly rated securities have seen in the
current market environment.


* Fitch Assesses $1.3 Billion SACO Mortgage Certificates
--------------------------------------------------------
Fitch Ratings took these rating actions on SACO mortgage pass-
through certificates.  Affirmations total $739.3 million and
downgrades total $517.7 million.  Break Loss percentages and Loss
Coverage Ratios for each class, rated B or higher, are included
with the rating actions as:

SACO 2005-1

-- Class A-IO affirmed at 'AAA' (Interest-only class)

-- $9.6 million class M-1 affirmed at 'AA' (BL: 50.12, LCR:
    2.09);

-- $11.7 million class M-2 downgraded to 'BBB+' from 'A' (BL:
    31.94, LCR: 1.33);

-- $10.3 million class B-1 downgraded to 'B' from 'BB' (BL:
    18.33, LCR: 0.79);

-- $2.8 million class B-2 downgraded to 'CC/DR3' from 'BB-';

-- $4.9 million class B-3 downgraded to 'CC/DR3' from 'B-/DR1'.

Deal Summary

-- Originators: Various
-- 60+ day Delinquency: 12.14%;
-- Realized Losses to date (% of Original Balance): 4.78%;
-- Expected Remaining Losses (% of Current Balance): 23.95%;
-- Cumulative Expected Losses (% of Original Balance): 10.84%.

SACO 2005-2

-- $11.8 million class A, A-IO affirmed at 'AAA' (BL: 68.46, LCR:
    2.72);

-- $21.4 million class M-1 affirmed at 'AA' (BL: 45.83, LCR:  
    1.82);

-- $5.5 million class M-2 downgraded to 'A+' from 'AA-' (BL:
    41.14, LCR: 1.63);

-- $6.1 million class M-3 downgraded to 'A-' from 'A+' (BL:
    35.97, LCR: 1.43);

-- $5.5 million class M-4 downgraded to 'BBB' from 'A' (BL:
    31.28, LCR: 1.24);

-- $5.5 million class M-5 downgraded to 'BB+' from 'A-' (BL:
    26.60, LCR: 1.06);

-- $5.5 million class B-1 downgraded to 'B+' from 'BBB' (BL:
    22.01, LCR: 0.87);

-- $4.4 million class B-2 downgraded to 'CC/DR3' from 'BB';

-- $3.8 million class B-3 downgraded to 'C/DR5' from 'B+';

-- $5.8 million class B-4 remains at 'C'; DR revised to 'DR6'
    from 'DR5'.

Deal Summary

-- Originators: Various
-- 60+ day Delinquency: 10.43%;
-- Realized Losses to date (% of Original Balance): 5.46%;
-- Expected Remaining Losses (% of Current Balance): 25.19%;
-- Cumulative Expected Losses (% of Original Balance): 13.22%.

SACO 2005-3

-- $4.8 million class A, A-IO affirmed at 'AAA' (BL: 93.18, LCR:
    4.01);

-- $25.2 million class M-1 downgraded to 'A' from 'AA' (BL:
    36.44, LCR: 1.57);

-- $7 million class M-2 downgraded to 'BBB' from 'AA-' (BL:
    29.84, LCR: 1.28);

-- $6.8 million class M-3 downgraded to 'BB+' from 'A+' (BL:
    24.48, LCR: 1.05);

-- $7 million class M-4 downgraded to 'B+' from 'A' (BL: 19.48,
    LCR: 0.84);

-- $6 million class M-5 downgraded to 'CCC/DR2' from 'A-';

-- $6.1 million class B-1 downgraded to 'CCC/DR2' from 'BBB-';

-- $5.2 million class B-2 downgraded to 'CCC/DR2' from 'BB';

-- $4.4 million class B-3 downgraded to 'CC/DR3' from 'BB-';

-- $7.6 million class B-4 downgraded to 'CC/DR3' from 'B+'.

Deal Summary
-- Originators: 61.75% IndyMac
-- 60+ day Delinquency: 10.38%;
-- Realized Losses to date (% of Original Balance): 4.96%;
-- Expected Remaining Losses (% of Current Balance): 23.22%;
-- Cumulative Expected Losses (% of Original Balance): 11.72%.

SACO 2005-4

-- $30.4 million class A affirmed at 'AAA' (BL: 89.64, LCR:
    4.16);

-- $38 million class M-1 affirmed at 'AA' (BL: 65.75, LCR: 3.05);

-- $11.8 million class M-2 affirmed at 'AA-' (BL: 57.47, LCR:
    2.67);

-- $10.6 million class M-3 affirmed at 'A+' (BL: 49.89, LCR: "  
    2.32);

-- $10.1 million class M-4 affirmed at 'A' (BL: 42.55, LCR:
    1.98);

-- $9.9 million class M-5 affirmed at 'A-' (BL: 35.35, LCR:
    1.64);

-- $8.9 million class B-1 affirmed at 'BBB+' (BL: 28.64, LCR:
    1.33);

-- $8.5 million class B-2 downgraded to 'BB' from 'BBB' (BL:
    22.07, LCR: 1.02);

-- $7.8 million class B-3 downgraded to 'C/DR4' from 'BB-' (BL:
    15.87, LCR: 0.74);

-- $13.7 million class B-4 remains at 'C'; DR revised to 'DR6'
    from 'DR5'.

Deal Summary

-- Originators: Various
-- 60+ day Delinquency: 10.21%;
-- Realized Losses to date (% of Original Balance): 6.25%;
-- Expected Remaining Losses (% of Current Balance): 21.54%;
-- Cumulative Expected Losses (% of Original Balance): 13.16%.

SACO 2005-5 Group 1

-- $75.6 million class I-A affirmed at 'AAA' (BL: 79.10, LCR:
    2.9);

-- $56.5 million class I-M-1 affirmed at 'AA' (BL: 54.91, LCR:
    2.01);
-- $12.4 million class I-M-2 affirmed at 'AA-' (BL: 49.53, LCR:
    1.82);

-- $13 million class I-M-3 affirmed at 'A+' (BL: 43.86, LCR:
    1.61);

-- $10.7 million class I-M-4 downgraded to 'A-' from 'A' (BL:
    39.15, LCR: 1.44);

-- $9 million class I-M-5 downgraded to 'BBB' from 'A-' (BL:
    35.11, LCR: 1.29);

-- $10.1 million class I-B-1 downgraded to 'BBB-' from 'BBB+'
    (BL: 30.45, LCR: 1.12);

-- $8.4 million class I-B-2 downgraded to 'BB' from 'BBB' (BL:
    26.62, LCR: 0.98);

-- $7 million class I-B-3 downgraded to 'B+' from 'BBB' (BL:
    23.40, LCR: 0.86);

-- $13.2 million class I-B-4 downgraded to 'C/DR5' from 'BB-'.

Deal Summary

-- Originators: Various
-- 60+ day Delinquency: 10.87%;
-- Realized Losses to date (% of Original Balance): 7.57%;
-- Expected Remaining Losses (% of Current Balance): 27.26%;
-- Cumulative Expected Losses (% of Original Balance): 18.91%.

SACO 2005-6

-- $65.7 million class A affirmed at 'AAA' (BL: 69.16, LCR:
    2.62);

-- $27.8 million class M-1 affirmed at 'AA' (BL: 50.84, LCR:
    1.92);

-- $9.4 million class M-2 affirmed at 'AA-' (BL: 44.55, LCR:
    1.69);

-- $7.1 million class M-3 downgraded to 'A' from 'A+' (BL: 39.76,
    LCR: 1.5);

-- $6.9 million class M-4 downgraded to 'BBB+' from 'A' (BL:
    35.04, LCR: 1.33);

-- $5.7 million class M-5 downgraded to 'BBB-' from 'A-' (BL:
    30.96, LCR: 1.17);

-- $6.1 million class B-1 downgraded to 'BB' from 'BBB+' (BL:
    26.45, LCR: 1.0);

-- $5 million class B-2 downgraded to 'B+' from 'BB' (BL: 22.77,
    LCR: 0.86);

-- $4.6 million class B-3 downgraded to 'C/DR5' from 'BB-';

-- $7.5 million class B-4 downgraded to 'C/DR5' from 'B+'.

Deal Summary

-- Originators: Various
-- 60+ day Delinquency: 9.32%;
-- Realized Losses to date (% of Original Balance): 5.26%;
-- Expected Remaining Losses (% of Current Balance): 26.44%;
-- Cumulative Expected Losses (% of Original Balance): 15.83%.

SACO 2005-7

-- $64.9 million class A affirmed at 'AAA' (BL: 74.34, LCR:
    2.61);

-- $42.7 million class M-1 affirmed at 'AA' (BL: 50.73, LCR:
    1.78);

-- $7.4 million class M-2 downgraded to 'A+' from 'AA-' (BL:   
    46.56, LCR: 1.64);
  
-- $12.1 million class M-3 downgraded to 'BBB+' from 'A+' (BL:
    39.76, LCR: 1.4);

-- $9 million class M-4 downgraded to 'BBB' from 'A' (BL: 34.62,    
    LCR: 1.22);

-- $6.4 million class M-5 downgraded to 'BB+' from 'A-' (BL:
    30.87, LCR: 1.08);

-- $8.8 million class B-1 downgraded to 'BB-' from 'BBB+' (BL:
    25.52, LCR: 0.9);

-- $6 million class B-2 downgraded to 'B' from 'BBB' (BL: 21.83,
    LCR: 0.77);

-- $6.6 million class B-3 downgraded to 'C/DR5' from 'BB';

-- $18.1 million class B-4 remains at 'C'; DR revised to 'DR6'  
    from 'DR5'.

Deal Summary
-- Originators: Various
-- 60+ day Delinquency: 9.23%;
-- Realized Losses to date (% of Original Balance): 5.76%;
-- Expected Remaining Losses (% of Current Balance): 28.46%;
-- Cumulative Expected Losses (% of Original Balance): 18.62%.

SACO 2005-8


-- $108.1 million class A-1, A-3 affirmed at 'AAA' (BL: 68.09,
    LCR: 2.36);

-- $51.7 million class M-1 downgraded to 'A+' from 'AA' (BL:
    47.58, LCR: 1.65);

-- $10.8 million class M-2 downgraded to 'A' from 'AA-' (BL:
    43.22, LCR: 1.5);

-- $14.7 million class M-3 downgraded to 'BBB' from 'A+' (BL:
    37.20, LCR: 1.29);

-- $9.8 million class M-4 downgraded to 'BBB-' from 'A' (BL:
    33.15, LCR: 1.15);

-- $8.3 million class M-5 downgraded to 'BB' from 'A-' (BL:
    29.62, LCR: 1.02);

-- $12 million class B-1 downgraded to 'B+' from 'BBB+' (BL:
    24.34, LCR: 0.84);

-- $7.8 million class B-2 downgraded to 'C/DR5' from 'BBB';

-- $7.8 million class B-3 downgraded to 'C/DR6' from 'BB-';

-- $21.6 million class B-4 downgraded to 'C/DR6' from 'B+'.

Deal Summary

-- Originators: Various
-- 60+ day Delinquency: 8.10%;
-- Realized Losses to date (% of Original Balance): 5.86%;
-- Expected Remaining Losses (% of Current Balance): 28.90%;
-- Cumulative Expected Losses (% of Original Balance): 20.71%.

SACO 2005-WM1

-- $14.3 million class M-1 affirmed at 'AA' (BL: 92.07, LCR:
    4.28);

-- $13.2 million class M-2 affirmed at 'AA-' (BL: 82.20, LCR:
    3.82);

-- $12.3 million class M-3 affirmed at 'A+' (BL: 72.46, LCR:
    3.37);

-- $11.6 million class M-4 affirmed at 'A' (BL: 62.31, LCR: 2.9);

-- $11.2 million class M-5 affirmed at 'A-' (BL: 52.75, LCR:
    2.45);

-- $11.6 million class B-1 affirmed at 'BBB+' (BL: 42.84, LCR:
    1.99);

-- $10.2 million class B-2 affirmed at 'BBB' (BL: 33.91, LCR:
    1.58);

-- $9.8 million class B-3 affirmed at 'BBB-' (BL: 25.44, LCR:
    1.18);

-- $9.3 million class B-4 downgraded to 'B' from 'B+' (BL: 17.39,
    LCR: 0.81);

-- $8.2 million class B-5 remains at 'C'; DR revised to 'DR6'
    from 'DR5'.


Deal Summary

-- Originators: 100% Long Beach
-- 60+ day Delinquency: 14.36%;
-- Realized Losses to date (% of Original Balance): 5.63%;
-- Expected Remaining Losses (% of Current Balance): 21.52%;
-- Cumulative Expected Losses (% of Original Balance): 11.05%.

In addition, all of the above classes are removed from Rating
Watch Negative.

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2006
and late 2005 with regard to continued poor loan performance and
home price weakness.  Minimum LCR's specifically for subprime
second lien transactions are as follows: 'AAA': 2; 'AA': 1.75;
'A': 1.50; 'BBB': 1.20; 'BB' 0.95; 'B': 0.75.  

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

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


* Fitch Rates $633.3 Million Loan Trust's Mortgage Certificates
---------------------------------------------------------------
Fitch rates Structured Adjustable Rate Mortgage Loan Trust's
$633.3 million mortgage pass-through certificates, series 2007-8,
which closed Aug. 31, 2007, as:

Pool 1 Certificates

-- $347.1 million classes 1-A1, 1-A2, 1-A3, 1-A4 and 1-AP 'AAA';
-- $8.3 million class M-1 'AA+';
-- $3.8 million class M-2 'AA';
-- $2.6 million class M-3 'AA-';
-- $4.2 million class M-4 'A';
-- $1.9 million class M-5 'A-' ;
-- $1.9 million class M-6 'BBB';
-- $1.9 million class M-7 'BBB-'.

Pool 2 Certificates

-- $247.4 million classes 2-A1, 2-A2, 2-A3, 2-A4, 2-AX, R-II and
    2-AP 'AAA';

-- $6.1 million class 2-B1 'AA';

-- $3.4 million class 2-B2 'A';

-- $1.4 million class 2-B3 'BBB';

-- $2.4 million class 2-B4 'BB';

-- $0.9 million class 2-B5 'B'.

The 'AAA' rating on the Pool 1 senior certificates reflects the
8.05% total credit enhancement provided by the 2.20% class M-1, 1%
class M-2, 0.70% class M-3, 1.10% class M-4, 0.50% class M-5,
0.50% class M-6 and 0.50% class M-7, as well as the 1.55% initial
overcollateralization.  An interest rate swap agreement provided
by ABN AMRO Bank N.V. (rated 'AA-/F1+' by Fitch) is also available
to cover interest shortfalls, maintain required OC and repay
losses on classes 1-A1, 1-A2, 1-A3 and 1-A4.

The 'AAA' rating on the Pool 2 senior certificates reflects the 6%
total credit enhancement provided by the 2.30% class 2-B1, 1.30%
class 2B-2, 0.55% class 2B-3, privately offered 0.90% class 2-B4,
privately offered 0.35% class 2-B5 and non-rated, privately
offered 0.60% class 2-B6.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses, including limited bankruptcy,
fraud and special hazard losses.  In addition, the ratings reflect
the quality of the mortgage collateral, the strength of the legal
and financial structures, and the master and primary servicing
capabilities of Aurora Loan Services, Inc. (rated 'RMS1-' and
'RPS2+' by Fitch).

Pool 1 consists of 947 adjustable-rate, conventional, first lien
residential mortgage loans, substantially all of which have
original terms to stated maturity of 30 years.  As of the cut-off
date (Aug. 1, 2007), the mortgages have an aggregate principal
balance of approximately $377,483,471 and an average principal
balance of $398,609.  The mortgage pool has a weighted average
original loan-to-value ratio of 74.89% and a weighted average
coupon of 7.337%.  Pool 1 also has a weighted average remaining
term to maturity of 357 months and a weighted average FICO score
of 711.

Pool 2 consists of 475 adjustable-rate, conventional, first lien
residential mortgage loans, substantially all of which have
original terms to stated maturity of 30 years.  As of
Aug. 1, 2007, the mortgages have an aggregate principal balance of
about $263,238,721 and an average principal balance of $554,186.
The mortgage pool has a weighted average OLTV of 70.62% and a WAC
of 6.719%.  Pool 2 also has a WAM of 358 months and a weighted
average FICO score of 738.

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

The mortgage loans were originated by various originators or
acquired by various originators or their correspondents in
accordance with such originator's respective underwriting
standards and guidelines.  The largest percentage of originations
(as a percentage of the cut-off date balance) was made by Lehman
Brothers Bank, FSB (95.56%).

SASCO, a special purpose corporation, deposited the loans in the
trust, which issued the certificates.  For federal income tax
purposes, an election will be made to treat the trust fund as
multiple real estate mortgage investment conduits.


* Moody's Upgrades and Reviews for Downgrade 26 New Century Certs.
------------------------------------------------------------------
Moody's Investors Service placed on review for possible upgrade 6
certificates, and for possible downgrade 20 certificates, issued
in 2004 and backed by New Century originated subprime loans.  The
actions are based on the analysis of the credit enhancement
provided by subordination, overcollateralization and excess spread
relative to the expected loss.

Complete rating actions are:

Review for Possible Upgrade:

Issuer: GSAA Trust 2004-NC1

-- Class M-1, current rating Aa2;
-- Class M-2, current rating A2;
-- Class B-1, current rating Baa2;

Issuer: New Century Home Equity Loan Trust, Series 2004-2

-- Class M-1, current rating Aa1;
-- Class M-2, current rating Aa2;
-- Class M-3, current rating Aa3;

Review for Possible Downgrade:

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE1

-- Class M-6, current rating Baa3;

Issuer: Asset Backed Securities Corporation Home Equity Loan Trust
2004-HE2

-- Class M-6, current rating Baa3;

Issuer: Carrington Mortgage Loan Trust, Series 2004-NC1

-- Class M-3, current rating A3;
-- Class M-4, current rating Baa1;
-- Class M-5, current rating Baa2;
-- Class M-6, current rating Baa3;

Issuer: GSAMP Trust 2004-NC1

-- Class B-3, current rating Baa3;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC1

-- Class B-3, current rating Baa3;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC2

-- Class B-3, current rating Baa3;
-- Class B-4, current rating Ba1;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC3

-- Class B-3, current rating Baa3;
-- Class B-4, current rating Ba1;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC4

-- Class B-3, current rating Baa3;
-- Class B-4, current rating Ba1;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC5

-- Class B-3, current rating Baa3;
-- Class B-4, current rating Ba1;

Issuer: Morgan Stanley ABS Capital I Inc. Trust 2004-NC6

-- Class B-3, current rating Baa3;

Issuer: New Century Home Equity Loan Trust, Series 2004-1

-- Class M-6, current rating Baa3;

Issuer: New Century Home Equity Loan Trust, Series 2004-3

-- Class M-9, current rating Baa3;

Issuer: Securitized Asset Backed Receivables LLC Trust 2004-NC1

-- Class B-3, current rating Baa3.


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

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Softwre        ABT          (1)          63       22
AFC Enterprises         AFCE        (31)         158        3
Alaska Comm Sys         ALSK        (23)         562       19
Apex Silver Mine        SIL        (131)       1,385      146
Authentic Inc           AUTH         (4)          22        0
Bare Escentuals         BARE       (162)         196       68
Bearingpoint Inc        BE         (177)       1,939       166
Blount International    BLT         (89)         471       141
CableVision System      CVC      (5,064)      10,072        17
Carrols Restaurant      TAST        (18)         459      (36)
Cell Therapeutic        CTIC        (85)          90       21
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (181)       1,935      145
Choice Hotels           CHH         (72)         332      (33)
Cincinnati Bell         CBB        (744)       1,953       (2)
Claymont Stell          PLTE        (41)         152       72
Compass Minerals        CMP         (49)         674      139
Corel Corp.             CRE         (16)         261      (31)
Crown Holdings          CCK         (90)       6,793      428
Crown Media HL          CRWN       (588)         749       63
CV Therapeutics         CVTX       (129)         308      266
Cyberonics              CYBX        (16)         137      (28)
Deluxe Corp             DLX           0        1,410     (164)
Demantec Inc            DMAN        (10)          60       (7)
Denny's Corporation     DENN       (207)         439      (54)
Domino's Pizza          DPZ      (1,434)         474       87
Dun & Bradstreet        DNB        (425)       1,418     (268)
Einstein Noah Re        BAGL        (46)         136       (3)
Emeritus Corp.          ESC        (111)         950      (62)
Enzon Pharmaceutical    ENZN        (57)         355      166
Extendicare Real        EXE-U       (16)       1,331      146
Foamex Intl             FMXI       (257)         566      146
Ford Motor Co           F        (1,422)     287,939   (4,704)
Gencorp Inc.            GY          (50)       1,033       52
General Motors          GM       (2,290)     186,527   (4,638)
Graftech International  GTI          (4)         788      260
Healthsouth Corp.       HLS      (1,292)       2,402     (463)
I2 Technologies         ITWO         (6)         195       39
IDEARC Inc              IAR      (8,575)       1,576      326
IMAX Corp               IMX         (52)         227       21
IMAX Corp               IMAX        (52)         227       21
Incyte Corp.            INCY       (120)         309      250
Indevus Pharma          IDEV        (75)         156       14
ITC Deltacom Inc        ITCD        (49)         409        9
Koppers Holdings        KOP         (44)         699      196
Linear Tech Corp        LLTC       (708)       1,219      681
McMoran Exploration     MMR         (50)         446       (1)
Mediacom Comm           MCCC       (120)       3,624     (278)
National Cinemed        NCMI       (559)         446       40
Neurochem Inc           NRM          (1)         116       79
New River Pharma        NRPH       (110)         152      (19)
Nexstar Broadcasting    NXST        (81)         704      (20)
ON Semiconductor        ONNN       (118)       1,428      322
Primedia Inc            PRM        (426)       1,233      770
Protection One          PONN         (4)         678     (302)
Qwest Communication     Q        (1,556)      20,389   (1,263)
Radnet Inc.             RDNT        (49)         393       38
Ram Energy Resources    RAME         (1)         203       (8)
Regal Entertainment     RGC         (96)        2677      (89)
Resverlogix Corp        RVX          (2)          17       11
Riviera Holdings        RIV         (24)         443       28
RSC Holdings Inc        RRR        (129)       3,430     (202)
Rural Cellular          RCCC       (601)       1,260       14
Sealy Corp.             ZZ         (145)       1,017       49
Sipex Corp              SIPX        (18)          44        2
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (167)       3,745      (62)
Stelco Inc              STE        (108)       2,734      726
Town Sports Int.        CLUB        (12)         459      (52)
Unisys Corp.            UIS          (2)       3,832       40
VMWare Inc-CL A         VMW        (183)       1,244        3
Weight Watchers         WTW        (991)       1,046      (85)
Western Union           WU          (86)       5,328      945
Westmoreland Coal       WLB        (115)         764      (51)
Worldspace Inc.         WRSP     (1,683)         424      (20)
WR Grace & Co.          GRA        (390)       3,706      922
XM Satellite            XMSR       (597)       1,813     (153)

                             *********

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

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

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

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

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

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

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

                             *********

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

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

                    *** End of Transmission ***