TCR_Public/071204.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, December 4, 2007, Vol. 11, No. 287

                             Headlines


1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors
12 PERCENT FUND: Case Summary & 20 Largest Unsecured Creditors
1755 AQUA: Modifies Terms on Public Sale of Real Estate
ACE SECURITIES: Moody's Downgrades Ratings on 53 Tranches
ACTIS GLOBAL: Sept. 30 Balance Sheet Upside-Down by $10 Million

AEGIS MORTGAGE: Court Sets February 1 as General Claims Bar Date
AEGIS MORTGAGE: Wells Fargo Wants Stay Lifted to Pursue Actions
AVANZIT SA: Chapter 15 Petition Summary
BLACKHAWK AUTOMOTIVE: Can Access GM's $3.2 Mil. PostPetition Fund
BEAR STEARNS: Westbrook, et al. Support Chapter 15 Denial

BEAR STEARNS: Samuel Cohen Sues Bear Stearns Directors & Officers
BEAR STEARNS: Navigator Says NY Supreme Ct. Should Hear Complaint
BEAR STEARNS: Former Co-President W. Spector Gets $23,000,000
BIG A DRUG: Taps DJM Realty to Auction Off California Store Leases
BROWN SHOE: Earns $27 Million in Quarter Ended November 3

CAITHNESS COSO: Extends Pricing of $90MM Notes and $375MM Bonds
CALLIDUS DEBT: Moody's Rates $25.5 Million Class E Notes at Ba2
CAPITAL GROWTH: Posts $12.4 Million Net Loss in Third Quarter
CAPITALSOURCE COMM'L: Moody's Puts Rating on Class E Notes at Ba2
CHICAGO H&S: Committee Wants Polsinelli Shalton as Counsel

CHRYSLER LLC: Invests $48 Million to Support New Dodge Production
CHRYSLER LLC: Overall November 2007 U.S. Sales Down 2 Percent
CLAYTON WILLIAMS: Moody's Changes Rating Outlook to Negative
CONSPIRACY ENT: Sept. 30 Balance Sheet Upside-Down by $8.4 Million
CORD BLOOD: Completes $1.9 Million Offering of 0% Senior Notes

CREDIT SUISSE: Fitch Upgrades Rating on Class H & G Certificates
CWMBS INC: Fitch Rates Class B-3 Certificates at BB
CYBER DEFENSE: Sept. 30 Balance Sheet Upside-Down by $38.1 Million
DELPHI CORP: Seeks 3-Month Extension of Excl. Plan Filing Period
DLJ COMMERCIAL: Fitch Junks Rating on Class B-7 Certificates

E3 BIOFUELS-MEAD: Case Summary & 36 Largest Unsecured Creditors
E*TRADE FINANCIAL: Moody's Cuts Ratings and Says Outlook is Neg.
EDS CORP: Completes $420 Million Buyout of Saber Corp.'s Stake
ENERGY FUTURE: Sells Bonds to Berkshire Hathaway for $2 Billion
ENTRAVISION COMM: Acquiring Mega Comm.'s WNUE-FM for $24 Million

FDT ENTERPRISES: Case Summary & Three Largest Unsecured Creditors
FEDDERS CORP: Taps Devonshire Realty as Real Estate Broker
FELLOWS ENERGY: Earns $544,112 in Third Quarter Ended Sept. 30
FORD MOTOR: Overall November 2007 U.S. Sales Up 0.4 Percent
GENERAL MOTORS: Overall November 2007 U.S. Sales Down 11 Percent

GEORGIA CAROLINA: Case Summary & 11 Largest Unsecured Creditors
GLOBAL REALTY: Posts $3.6 Million Net Loss in Third Quarter
HEWITT'S ISLAND: Moody's Rates $10.3 Million Class E Notes at Ba2
IPOFA WEST: Court Appoints Joseph Luzinski as Chapter 11 Trustee
IPOFA WEST: Chapter 11 Trustee Taps Willcox Savage as Counsel

IXIS Real: Moody's Lowers Ratings on Seven Tranches
JAMES RIVER: UBS Investment Will Purchase Add'l 675,000 Shares
K-SEA TRANSPORTATION: Moody's Holds B1 Corporate Family Rating
KIM HEINZ: Case Summary & Six Largest Unsecured Creditors
LB-UBS COMMERCIAL: Fitch Puts Low-B Ratings on Six Cert. Classes

LEGACY COMMS: Sept. 30 Balance Sheet Upside-Down by $2,622,580
LEHMAN MORTGAGE: Fitch Rates Four Certificate Classes at Low-B
LENNAR CORP: Sells 11,000 Home Sites to Morgan Stanley for $525MM
LEVITZ FURNITURE: Committee Balks at Use of GECC's Cash Collateral
LEVITZ FURNITURE: Gets Interim Court Okay on FTI as Crisis Manager

MASTR ASSET: Moody's Downgrades Ratings on 11 Tranches
MEDCATH HOLDINGS: Debt Repayment Cues Moody's Positive Outlook
MICHAELS STORES: Nov. 3 Balance Sheet Upside-Down by $2.94 Billion
MORGAN STANLEY: Fitch Puts Low-B Ratings on Four Cert. Classes
MORTGAGE LENDERS: Asks Court to Approve Pacts with 4 U.S. States

NATIONAL RV INC: Case Summary & 40 Largest Unsecured Creditors
NUTECH DIGITAL: Posts $97,998 Net Loss in Third Quarter
PACIFIC GOLD: Posts $1,905,330 Net Loss in Third Quarter
PACIFIC LUMBER: Reaches Agreement with BoNY on Mediation Protocols
PAC-WEST TELECOMM: Emerges from Chapter 11 Protection in Delaware

PAUL BAILEY: Case Summary & 16 Largest Unsecured Creditors
PERFORMANCE TRANS: Wants to Hire Jones Day as Bankr. Counsel
PERFORMANCE TRANS: Wants Proposed Asset Sale Procedures Approved
PETRO ACQUISITIONS: List of 30 Largest Unsecured Creditors
PETRO ACQUISITIONS: Gets Interim Approval to Access DIP Funds

PHARMED GROUP: Files Schedules of Assets and Liabilities
PHARMED GRP: Hires Ladenburg Thalmann as PAL's Investment Bankers
PNC COMMERCIAL: Fitch Cuts DR Rating on $7 Million Class M Notes
PITTSBURGH METALS: Case Summary & 25 Largest Unsecured Creditors
POPE & TALBOT: Asks Court's OK to Hire S. Rives as Outside Counsel

POPE & TALBOT: Selects FTI Consulting as Financial Advisor
POPE & TALBOT: U.S. Trustee Appoints 5-Member Creditors Committee
POPE & TALBOT: Informs B.C. Supreme Court of APA with InterFor
QUAKER FABRIC: Can Reject Unexpired Leases Under Gordon Pact
QUEST MINERALS: Sept. 30 Balance Sheet Upside-Down by $3,318,729

RESCARE INC: Increases Credit Facility to $250 Million
ROADHOUSE GRILL: Files Schedules of Assets and Liabilities
ROADHOUSE GRILL: Court OKs Genovese Joblove as Committee's Counsel
SHANDONG ZHOUYUAN: Posts $167,810 Net Loss in Third Quarter
SHEARSON FINANCIAL: Posts $723,824 Net Loss in Third Quarter

TACOS EL GORDO: Case Summary & Three Largest Unsecured Creditors
THORPE INSULATION: Pacific Wants Ex-Judge Renfrew as Futures Rep.
THORPE INSULATION: Wants to Hire Morgan Lewis as Insurance Counsel
TRAVELCLICK HOLDINGS: Moody's Puts Corporate Family Rating at B1
TREY RESOURCES: SWK Solutions Inks Financing Deal to Fund Buyout

TRIAXX FUNDING: Moody's Cuts Ratings on Mezzanine Term Notes
UNITED REFINING: Earns $85.7 Mil. in Year Ended August 31, 2007
UNUM GROUP: Reports Final Results of $400 Million Tender Offers
US ENERGY: Sept. 30 Balance Sheet Upside-Down by $3,709,505
VALEIRE CUMMINGS: Case Summary & 15 Largest Unsecured Creditors

WATERFORD EQUITIES: Can File Schedules & Statements on January 21
WATERFORD EQUITIES: Section 341(a) Meeting Set for January 17
WESCO INTERNATIONAL: Moody's Affirms Ratings with Stable Outlook
WISCONSIN AVENUE: Fitch Holds Rating on Class C Certs. at BB+
ZG GATHERING: Case Summary & Six Largest Unsecured Creditors

* Contraction in Credit Manager's Index Adds to Recession Fears

* Robert Soriano Named Greenberg Traurig Shareholder
* NachmanHaysBrownstein Names Angela Phillips as Managing Director

* Large Companies with Insolvent Balance Sheet


                             *********

1031 TAX GROUP: Case Summary & 21 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: The 1031 Tax Group, L.L.C.
             10800 Midlothian Turnpike 300
             Richmond, VA 23235

Bankruptcy Case No.: 07-11448

Debtor-affiliates filing separate chapter 11 petitions on
November 30, 2007:

      Entity                                     Case No.
      ------                                     --------
      Columbus Works Virginia Trust              07-13799
      Parkway Virginia Trust                     07-13798

Debtor-affiliates filing separate chapter 11 petitions on May 14,
2007:

      Entity                                     Case No.
      ------                                     --------
      Security 1031 Services, L.L.C.             07-11447
      1031 Advance 132, L.L.C.                   07-11449
      1031 Advance, Inc.                         07-11450
      1031 TG Oak Harbor, L.L.C.                 07-11451
      Atlantic Exchange Company, Inc.            07-11452
      Atlantic Exchange Company, L.L.C.          07-11453
      Exchange Management, L.L.C.                07-11454
      Investment Exchange Group, L.L.C.          07-11455
      National Exchange Accommodators, L.L.C.    07-11456
      National Exchange Services Q.I., Ltd.      07-11457
      National Intermediary, Ltd.                07-11458
      NRC 1031, L.L.C.                           07-11459
      Real Estate Exchange Services, Inc.        07-11460
      Rutherford Investment, L.L.C.              07-11461
      Shamrock Holdings Group, L.L.C.            07-11462

Type of Business: The Debtor is a privately held consolidated
                  group of qualified intermediaries created to
                  service real property exchanges under Section
                  1031 of the Internal Revenue Code.  See
                  http://www.ixg1031.com/  

Chapter 11 Petition Date: May 14, 2007

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtors' Counsel: Norman N. Kinel, Esq.
                  Dreier L.L.P.
                  499 Park Avenue
                  New York, NY 10022
                  Tel: (212) 328-6100
                  Fax: (212) 328-3801

Financial Condition of The 1031 Tax Group, L.L.C.:

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Financial Condition of Debtor-affiliates filing separate chapter
11 petitions on November 30, 2007:

                               Estimated Assets    Estimated Debts
                               ----------------    ---------------
Columbus Works Virginia Trust  $1 Million to       More than
                               $100 Million        $100 Million

Parkway Virginia Trust         $1 Million to       More than
                               $100 Million        $100 Million

A. Consolidated List of 21 Largest Unsecured Creditors of Debtors
   filing separate chapter 11 petitions on May 14, 2007:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Dr. and Mrs. Bordoni             trade debt         $10,645,330
478 Sequoia Way
Los Altos, CA 94024

Capitol Aggregates, Ltd.         trade debt          $8,115,800
c/o Gaydos, J.
P.O. Box 33240
San Antonio, TX 78265

Newton Bayard Limited            trade debt          $4,358,266
Partnership
75 Second Avenue
Needham, MA 02494

Siox Realty Corp.                trade debt          $3,945,904
212-07 33rd Road
Bayside, NY 11361

William Newton                   trade debt          $3,362,955
405 Country Lane
San Antonio, TX 78209

Red Bird Ranch, Ltd.;            trade debt          $3,354,494
Reeves Hollimon
c/o Hollimon, R.
300 Austin Highway,
Suite 200
San Antonio, TX 78209

409 Sherman Way, L.L.C.          trade debt          $3,325,778
c/o Ms. Candace Graham
1 Applewood Lane
Portolo Valley, CA 94028

L.J. Ambassador, Ltd.            trade debt          $3,175,439
c/o Mr. Andy Hull
P.O. Box 6051
San Antonio, TX 78209

L.J. 904 West Avenue, Ltd.,      trade debt          $3,052,463
L.J. Castle Hill Ventures,
Ltd. and L.J. Villa Marquis,
Ltd.
c/o Hull, Andy
P.O. Box 6051
San Antonia, TX 78209

Joyce Green                      trade debt          $2,842,424
86 Beach Lane
Westhampton Beach, NY 11979

Mr. and Mrs. DonKonics           trade debt          $2,817,123
926 Deer Creek Road
Martinez, CA 94553

N.P. 1300, L.L.C.                trade debt          $2,481,027
76 South Orange Avenue
South Orange, NJ 07079

Vista Enclave, Ltd.              trade debt          $2,365,496
1117 Eldridge Parkway
Houston, TX 77077

Huber, G./CellTex                trade debt          $2,139,316
c/o Huber, Greg
2230 Pipestone Drive
San Antonio, TX 78232

Quirk Infiniti, Inc.             trade debt          $2,077,438
442 Quincy Avenue
Braintree, MA 02184

Charles & Maria Sourmaidas       trade debt          $1,970,200
P.O. Box 351
Adamsville, RI 02801

James Collins                    trade debt          $1,919,653
5602 Grape Street
Houston, TX 77096

Ward Enterprises, L.L.C.         trade debt          $1,900,029
c/o Peter Gosch
32 Dawn Heath Drive
Littleton, CO 80127

Cody Dutton, Trustee             trade debt          $1,772,384
Cody Dutton Testamentary
Trust
1499 South Main Street
Boeme, TX 78006

Myane, G.                        trade debt          $1,649,822
c/o Myane, Geoffrey
P.O. Box 1876
Uvalde, TX 78820

Garson                           trade debt          $1,647,545
c/o Nona A. Garson
51 Bisell Road
Lebanon, NJ 08833

B. Columbus Works Virginia Trust's Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Ms. Sherrj Melroy                Unknown
1101 Juniper Street, Unit 626
Atlanta, GA 30309

C. Parkway Virginia Trust's Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Ms. Sherrj Melroy                Unknown
1101 Juniper Street, Unit 626
Atlanta, GA 30309


12 PERCENT FUND: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: The 12 Percent Fund I, L.L.C.,
             aka The 12% Fund
             aka 12% Fund I
             aka 12% Fund, L.L.C.
             c/o Peter S. Davis, Receiver
             Simon Consulting, L.L.C.
             3200 North Central Avenue, Suite 850
             Phoenix, AZ 85012
             Tel: (602) 279-7500

Bankruptcy Case No.: 07-06481

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Coyote Growth Management, L.L.C.           07-06484

Type of Business: The Debtors are security brokers and dealers.

Chapter 11 Petition Date: November 30, 2007

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Bryan Cave, L.L.P.
                  2 North Central Avenue, Suite 2200
                  Phoenix, AZ 85004
                  Tel: (602) 364-7285
                  Fax: (602) 364-7070

                           Estimated Assets        Estimated Debts
                           ----------------        ---------------
The 12 Percent Fund I,     $100,000 to             $1 Million to
L.L.C.                     $1 Million              $100 Million

Coyote Growth Management,  $100,000 to             $1 Million to
L.L.C.                     $100 Million            $100 Million

Debtor's Consolidated 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Ahdoot, Sam                    $1,021,144
5625 Crescent Park West,
Suite 130                           
Playa Vista, CA 90094

McBroom, Roderick              $274,854
P.O. Box 1931                  
Durango, CO 81302              

Rensch, Janice                 $270,000
13638 North Nightstar Court    
Marana, AZ 85653               

Warlick Family Trust           $237,529

Trask, Rosario                 $225,000

Monte Beck Living Trust        $200,000

Wrubleski, Estate of Peter     $200,000

Gilbert Living Trust           $175,000

Wood, John                     $150,000

Cummings, Robert               $107,895

Junghans, Thomas               $100,000

Kilgore, Jerry and Marlene     $100,000

Giovannini, Louis and Lori     $93,000

Vesley Revocable Trust         $90,000

Seiffer Family Trust           $80,000

Pink Coyote                    $75,000

Ahdoot, Farokh                 $64,594

Hannan, Janice                 $60,000

Compton Family Revocable Trust $55,000

Flowers, William               $54,178


1755 AQUA: Modifies Terms on Public Sale of Real Estate
-------------------------------------------------------
1755 Aqua Vista II LLC amended its request to publicly sell its
real estate asset after its largest secured creditor, North Bay
Village Investment Trust LLC, asked the U.S. Bankruptcy Court for
the Southern District of Florida for a rehearing on the Debtor's
motion to auction property and the Court to vacate its order
setting an evidentiary hearing.

The Debtor modified the terms of the proposed sale and retention
of its auctioneer as well as attached documents on the sale
modifications.

On the disputes between the Debtor and its secured creditors, the
Debtor relates that the secured creditors are protected by their
right to credit bid of their debt and thus, the auction should be
absolute without a strike price.

North Bay contested that the evidentiary hearing only
exponentially increases the debt, as well as fees and costs to the
parties.

However, the Court pursued with the evidentiary hearing, which was
held Nov. 26, 2007.

                        Amended Sale Terms

Terms of the sale still include 7.5% buyer's premium from which
commissions and sale expenses will be paid or reimbursed.  Sheldon
Good & Company Auctions Inc., the Debtor's proposed auctioneer,
will still receive 6% commission.  Credit bid commission is at
$75,000 (capped) guaranteed by Wexford High Yield Debt Fund I LLC.  

Incremental bidding will be at the discretion of auctioneer.

The Debtor proposes to conduct the sale at 1:00 p.m. on Feb. 25,
2008.  Sale approval hearing will be on Feb. 27, 2008.

The sale deal will be deemed closed 30 days after Court's final
approval.

                 "Advance" Agreement with Wexford

Wexford Trust LLC will advance a marketing expense up to $86,000.  
The advance will be a proper cost expenditure under the mortgage
held by Wexford Trust on various properties.  The Debtor will
procure the agreement of all mortgagors that the advance will be a
cost debited to the outstanding principal of the loan secured on
the various properties.  To the extent that there is unused buyers
premium money after the payment of sale commissions, the funds
will be paid to Wexford Trust in reduction of the advance and will
reduce the mortgage accordingly.

Wexford High has agreed to pledge 5% of any distribution it
receives from the sale of the assets to the unsecured creditors of
the estate.

                 North Bay's Move for a Rehearing

North Bay had previously asked the Court to dismiss the Debtor's
chapter 11 bankruptcy case or remove the automatic stay alleging
bad faith filing.

In its motion setting for a rehearing, North Bay contested that it
was inappropriate for Wexford High, another secured creditor, to
plead the Court to deny North Bay's case dismissal motion.

North Bay relates that the Debtor's "case does not belong [to]
this Court and is a forum shopping expedition by the Debtor and
Wexford!"

According to North Bay, the delay created by Wexford's filing has
already cost the secured creditors over $300,000.

                      About 1755 Aqua Vista

North Miami, Florida-based 1755 Aqua Vista II LLC owns and  
develops real estate in North Bay Village in Miami-Dade County,  
Florida.  The Debtor filed for chapter 11 bankruptcy on Oct. 24,  
2007 (Bankr. S.D. Fl. Case No. 07-19056).  Scott Alan Orth, Esq.  
at The Law Offices of Scott Alan Orth, PA, represents the Debtor  
in its restructuring efforts.

North Bay Village Investment Trust LLC, formerly Peninsula Bank,  
is the Debtor's largest secured creditor with a claim under a
final judgment of mortgage foreclosure issued by the Miami-Dade
Circuit Court.  The Debtor's real estate property is encumbered
with three mortgages: (a) first mortgage holder North Bay in the
amount of $8,580,291, (b) second mortgage holder, Jeffrey Levitin,
in the amount of $1,900,000, and (c) third mortgage holder,  
Wexford High Yield Debt Fund I LLC, in the amount of $5,350,000.

The Debtor's schedules show total assets of $14,000,000 and total  
liabilities of $6,140,958.


ACE SECURITIES: Moody's Downgrades Ratings on 53 Tranches
---------------------------------------------------------
Moody's Investors Service downgraded the ratings of 53 tranches
and has placed under review for possible downgrade the ratings of
29 tranches from nine transactions issued under the ACE Securities
Corp. Home Equity Loan Trust shelf.  Additionally, four downgraded
tranches remain on review for possible further downgrade.  The
collateral backing these classes consists of primarily first lien,
fixed and adjustable-rate, subprime mortgage loans.

Moody's has applied its published methodology updates as of July
13th, 2007 to the non delinquent portion of the transactions.  
Collateral backing these transactions is also experiencing higher
than anticipated rates of delinquency, foreclosure, and REO
relative to credit enhancement levels.

Complete List of Rating Actions:

Issuer: ACE Securities Corp. HEL Tr 2007-HE4

   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to Baa2, previously A1,
   * Cl. M-5, Downgraded to Ba2, previously A2,

   * Cl. M-6, Downgraded to B3 on review for possible further
     downgrade, previously A3,

   * Cl. M-7, Downgraded to Ca, previously Baa1,
   * Cl. M-8, Downgraded to C, previously Baa2,
   * Cl. M-9, Downgraded to C, previously Baa3.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-ASAP1

   * Cl. M-1, Currently Aa1, on review for possible downgrade,
   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to Baa1, previously A1,
   * Cl. M-5, Downgraded to Ba1, previously A2,
   * Cl. M-6, Downgraded to B1, previously A3,
   * Cl. M-7, Downgraded to Caa3, previously Baa1,
   * Cl. M-8, Downgraded to C, previously Baa2,
   * Cl. M-9, Downgraded to C, previously Baa3.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-ASAP2

   * Cl. M-5, Downgraded to A3, previously A2,
   * Cl. M-6, Downgraded to Baa3, previously A3,
   * Cl. M-7, Downgraded to Ba3, previously Baa1,
   * Cl. M-8, Downgraded to B1, previously Baa2,

   * Cl. M-9, Downgraded to B3 on review for possible further
     downgrade, previously Baa3.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-HE1

   * Cl. M-1, Currently Aa1, on review for possible downgrade,
   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to Baa3, previously A1,
   * Cl. M-5, Downgraded to Ba3, previously A2,
   * Cl. M-6, Downgraded to B3, previously A3,
   * Cl. M-7, Downgraded to Ca, previously A3,
   * Cl. M-8, Downgraded to C, previously Baa1,
   * Cl. M-9, Downgraded to C, previously Baa2.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-HE2

   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to A3, previously A1,
   * Cl. M-5, Downgraded to Baa2, previously A2,
   * Cl. M-6, Downgraded to Ba2, previously A3,
   * Cl. M-7, Downgraded to B2, previously Baa1,
   * Cl. M-8, Downgraded to Caa2, previously Baa2,
   * Cl. M-9, Downgraded to Ca, previously Baa3.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-HE3

   * Cl. A-1, Currently Aaa, on review for possible downgrade,
   * Cl. A-2C, Currently Aaa, on review for possible downgrade,
   * Cl. A-2D, Currently Aaa, on review for possible downgrade,
   * Cl. M-1, Currently Aa1, on review for possible downgrade,
   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to Ba3, previously A1,
   * Cl. M-5, Downgraded to Caa2, previously A2,
   * Cl. M-6, Downgraded to Ca, previously A3,
   * Cl. M-7, Downgraded to C, previously Baa1,
   * Cl. M-8, Downgraded to C, previously Baa2,
   * Cl. M-9, Downgraded to C, previously Baa3.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-HE5

   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to A2, previously A1,
   * Cl. M-5, Downgraded to Baa2, previously A2,
Cl. M-6, Downgraded to Ba3, previously A3,

   * Cl. M-7, Downgraded to B3 on review for possible further
     downgrade, previously Baa1,

   * Cl. M-8, Downgraded to Caa2, previously Baa2.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-WM1

   * Cl. A-1, Currently Aaa, on review for possible downgrade,
   * Cl. A-2C, Currently Aaa, on review for possible downgrade,
   * Cl. A-2D, Currently Aaa, on review for possible downgrade,
   * Cl. M-1, Currently Aa1, on review for possible downgrade,
   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to Ba2, previously A1,
   * Cl. M-5, Downgraded to B3, previously A2,
   * Cl. M-6, Downgraded to Ca, previously A3,
   * Cl. M-7, Downgraded to C, previously Baa1,
   * Cl. M-8, Downgraded to C, previously Baa2,
   * Cl. M-9, Downgraded to C, previously Baa3,
   * Cl. M-10, Downgraded to C, previously Ba1.

Issuer: ACE Securities Corp. Home Equity Loan Trust, Series
2007-WM2

   * Cl. A-1, Currently Aaa, on review for possible downgrade,
   * Cl. A-2C, Currently Aaa, on review for possible downgrade,
   * Cl. A-2D, Currently Aaa, on review for possible downgrade,
   * Cl. M-1, Currently Aa1, on review for possible downgrade,
   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to B2, previously A1,

   * Cl. M-5, Downgraded to B3 on review for possible further
     downgrade, previously A2,

   * Cl. M-6, Downgraded to Caa3, previously A3,
   * Cl. M-7, Downgraded to C, previously Baa1,
   * Cl. M-8, Downgraded to C, previously Baa2,
   * Cl. M-9, Downgraded to C, previously Baa3.


ACTIS GLOBAL: Sept. 30 Balance Sheet Upside-Down by $10 Million
---------------------------------------------------------------
ACTIS Global Ventures Inc.'s consolidated balance sheet showed
$1.8 million in total assets, $11.6 million in total liabilities,
and $195,730 in minority interest in subsidiaries, resulting in a
$10.0 million total stockholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $1.3 million in total current
assets available to pay $11.6 million in total current
liabilities.

The company reported a net loss of $875,186 on product sales of
$3.1 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $516,257 on product sales of $2.6 million in
the same period last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25f6

                       Going Concern Doubt

Squar, Milner, Peterson, Miranda & Williamson LLP, in San Diego,
Calif., expressed substantial doubt about Actis Global Ventures
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2006, and 2005.  The auditing firm pointed to the
company's recurring losses from operations and working capital
deficiency.

                        About Actis Global

Based in Carlsbad, Calif, ACTIS Global Ventures Inc. (OTC BB:
AGLV.OB) -- http://www.actisglobalventures.com/-- markets, sells  
and distributes a variety of products designed to provide
consumers with what management believes are new generation of
wellness solutions.  The company sells its products primarily
though Direct Sales through two divisions, BIOPRO and FemOne.  The
company also sell its Channoine Cosmetic products through the
Direct Response Television Shopping Network.


AEGIS MORTGAGE: Court Sets February 1 as General Claims Bar Date
----------------------------------------------------------------
The Honorable Brendan Linehan Shannon of the U.S. Bankruptcy Court
for the District of Delaware has granted Aegis Mortgage Corp. and
its debtor-affiliates' request to:

   (a) establish Feb. 1, 2008, as the deadline for creditors
       to file proofs of claims that arose prior to the Petition
       Date; for parties to file requests for payment of
       administrative expenses arising under Section 503(b)(9) of
       the Bankruptcy Code; and for filing claims arising under
       the WARN Act or any other similar state law worker
       notification statute;

   (b) establish Feb. 11, 2008, as the deadline for governmental
       units to file proofs of claim that arose before the
       Petition Date; and

   (c) approve the form of the Bar Dates' notice and the manner
       of disseminating the notice..

Judge Shannon ruled that all claims arising before the Petition
Date should be filed in writing, together with supporting
documentation that conforms with Official Bankruptcy Form 10, or
authorized under the Federal Rules of Bankruptcy Procedure on or
before Feb. 1, 2008, at 4:00 p.m. prevailing Eastern time at
the office of Epiq Bankruptcy Solutions, LLC.

For parties asserting certain administrative expense or holding
claims arising under the WARN ACT, Judge Shannon authorized them
to file their request for payment or proofs of claims before or
at 4:00 p.m. on February 1.  He also authorized all governmental
units, including those that hold claims arising from prepetition
tax years or transactions in which the Debtors were a party, to
file a proof of claim on or before 4:00 p.m. on February 11.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan       
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan expires on Dec. 11, 2007.

(Aegis Bankruptcy News, Issue No. 12, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AEGIS MORTGAGE: Wells Fargo Wants Stay Lifted to Pursue Actions
---------------------------------------------------------------
Wells Fargo Bank, N.A., asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay so that it may
exercise its rights on five more real properties in California,
New York and Michigan:

     -- 541 Indian Warrior Way in Soledad, California,
     -- 782 Begonia Drive in Brentwood, California,
     -- 3181 Fairway Avenue in Madera, California,
     -- 18950 Monica in Detroit, Michigan, and
     --  109 Eleanor Avenue in Mastic, New York.

The borrowers with respect to the properties executed promissory
notes as well as mortgage on the properties, three of which were
delivered to Aegis Wholesale Corporation while the two others
were delivered to Aegis Funding Corporation.  The notes and
mortgage were later transferred to Wells Fargo.

The borrowers are presently in default, according to Wells Fargo.

Brokers said the estimated value of the three properties in
California ranges from $339,000 to $536,000, before deducting
costs of sale, broker's fees, and other fees that might be
incurred in the liquidation of the properties.

Headquartered in Houston, Texas, Aegis Mortgage Corporation --
http://www.aegismtg.com/-- offers a variety of mortgage loan       
products to brokers through its subsidiaries.

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan expires on Dec. 11, 2007.

(Aegis Bankruptcy News, Issue No. 12, Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


AVANZIT SA: Chapter 15 Petition Summary
---------------------------------------
Petitioner: Oversight and Control Commission of Avanzit, S.A.
            42, Cardenal Marcelo Spinola
            Madrid,  MAD  28017
            Tel: (34) 913 836 400

Debtor: Avanzit, S.A.
        42, Cardenal Marcelo Spinola
        Madrid,  MAD  28017
        Tel: (34) 913 836 400

Case No.: 07-13765

Type of Business: The Debtor is a Spanish company engaged, through
                  its subsidiaries, in the media and
                  telecommunications businesses.  
                  See http://www.avanzit.com/

Chapter 15 Petition Date: November 29, 2007

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioner's Counsel: David A. Rosenzweig, Esq.
                      Fulbright & Jaworski, L.L.P.
                      666 Fifth Avenue
                      New York, NY 10103
                      Tel: (212) 318-3035
                      Fax: (212) 318-3400

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $100,000 to $1 Million


BLACKHAWK AUTOMOTIVE: Can Access GM's $3.2 Mil. PostPetition Fund
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Ohio gave
Blackhawk Automotive Plastics Inc. and Tier e Automotive Group
Inc. interim authority to access $3.2 million in post-petition
financing from General Motors Corporation and International
Automotive Components Group North America Inc., the Debtors'
customers for automotive parts.

The Debtors tell the Court that they will use the post-petition
financing to continue their production.

The Debtors relate that pursuant to purchase orders and supply
contracts with their customers, the Debtors are obliged to
manufacture the customers' requirements of component and service
parts.  According to the Debtors, failure to meet obligation to
timely deliver the needed parts will cause damages to the
customers and claims against the Debtors for the damages.

Hence, customers GM and IAC have agreed to ratify their
obligations and agreements under an accommodation agreement
between the customers, the Debtors, and other lenders dated
Oct. 4, 2007, but effective Aug. 1, 2007.  The accommodation
agreement includes credit enhancements that limits set offs
against respective accounts payable relating to the production of
component parts, and an agreement to purchase inventory upon the
occurrence of certain events.

In addition to continuing to provide the credit enhancements, the
customers have agreed to make up to $3.2 million of loans to the
Debtors.

The customers require that the Debtors assume its obligations
under an access and security agreement dated as of Aug. 1, 2007,
and the accommodation agreement.

                      Terms of Customer Loans

The customer loans will be made on these terms:

   a. All advances will be made as required under a budget that is
      acceptable to the customers and the lenders.  The advances
      will support the Debtors' cash needs after the Debtors
      utilize the funding available under a senior financing
      order.

   b. Unless otherwise agreed to in writing by the customers, the
      customers will have no obligation to make customer loans
      after the occurrence of an event of default.

   c. Interest will accrue on a PIK basis at the LaSalle Bank
      prime rate plus 1.75% per annum and is payable upon
      maturity.

   d. Subject in all cases to the terms, absent a written
      extension from the customers, the debt to customers will
      mature on the earliest of: (i) Feb. 29, 2008; (ii)
      occurrence of an event of default; (iii) the closing of a
      sale pursuant to an order authorizing a sale of all
      applicable Debtors' assets; or (iv) the effective date of
      any confirmed plan of reorganization or liquidation.

Judge Kay Woods has set a final hearing on the Debtors' post-
petition financing request at 10:00 a.m. on Dec. 11, 2007.

Robert Weiss, Esq., at Honigman Miller Schwartz and Cohn LLP
represents General Motors.

                    About Blackhawk Automotive

Salem, Ohio-based Blackhawk Automotive Plastics Inc., formerly
Warren Molded/Custom Plastics, manufactures injection molded
plastic products and motor vehicle parts and accessories.  BAP's
customers include General Motors, Delphi, Lear, Chrysler, Honda,
Navistar, and Visteon.  BAP employs about 1,574 workers
domestically, and generated $136 million in sales in 2006.

BAP owns Canadian subsidiary, Blackhawk Automotive Plastics Ltd.
which operated a manufacturing facility in Ontario until Johnson
Controls Inc. bought BAP Canada's assets in May 2005.  BAP
Canada's remaining assets consist primarily of net operating loss
carryforwards for Canadian tax purposes.  The NOLs had a book
value of about $8.2 million as of December 2005.  BAP also owns a
plant in Upper Sandusky, Ohio, which ceased operations in 2006.

The company filed for chapter 11 protection on Oct. 22, 2007
(Bankr. N.D. Ohio, Case No. 07-42671).  Its parent company, Tier e
Automotive Group Inc., filed a separate chapter 11 petition on the
same day (Bankr. N.D. Ohio, Case No. 07-42673).

Tier e acquired BAP from Worthington Industries Inc. in 1999.  
Tier e also owns 49% stake in Nescor Holdings Inc., a holding
company for Nescor Plastics Corporation, also an automotive
plastics supplier.

William I. Kohn, Esq., David M. Neumann, Esq., and Stuart A.
Laven, Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP
represent the Debtors in their restructuring efforts.  Donlin
Recano & Company Inc. will provide claims, noticing,
balloting and distribution services for the Debtors.  The Debtors
schedules disclose total assets of $58,665,229 and total
liabilities of $51,244,592.  As of the bankruptcy filing, BAP's
aggregate debt to its senior facility lenders was about
$33 million.


BEAR STEARNS: Westbrook, et al. Support Chapter 15 Denial
---------------------------------------------------------
Professor Jay Westbrook of the University of Texas, Professor
Kenneth Klee of the University of California Los Angeles, and
Daniel M. Glosband, Esq., at Goodwin Procter, LLP, in Boston,
Massachusetts, filed an amici curiae brief to assist the U.S.
District Court for the Southern District of New York in its
interpretation and application of Chapter 15 of the Bankruptcy
Code.

According to the amici curiae brief, Prof. Westbrook and Mr.
Glosband were part of the group that drafted the United Nations
Commission for International Trade Law Model Law on Cross-Border
Insolvency.  They also served as primary draftsmen assisting the
Department of State and the U.S. Congress in drafting Chapter 15.  

Prof. Klee, on the other hand, is one of the draftsmen of the
1978 revision of the United States Code.  He also assisted in
drafting Chapter 15 and its presentation to the U.S. Congress.

Prof. Westbrook, et al., opine that the District Court should
affirm Judge Lifland's order denying recognition under Chapter 15
of the Bankruptcy Code of the liquidation proceedings of Bear
Stearns High-Grade Structured Credit Strategies Master Fund,
Ltd., and Bear Stearns High-Grade Structured Credit Strategies
Enhanced Leverage Master Fund, Ltd., in the Cayman Islands.

Prof. Westbrook, et al., explain that, in contrast to the dicta
in In re SPhinX, Ltd., Judge Lifland properly applied the Chapter
15 eligibility criteria to the Recognition Motion filed by Simon
Lovell Clayton Whicker and Kristen Beighton, the joint official
liquidators and foreign representatives of the Bear Stearns
Funds.  Judge Lifland determined on the record before the
Bankruptcy Court that the Foreign Debtors had neither their
"center of main interests" nor an "establishment" in the Cayman
Islands; and consequently denied recognition of the Foreign
Proceedings as either foreign "main" proceedings or foreign
"nonmain" proceedings.

Prof. Westbrook, et al., note that the Foreign Representatives,
in arguing for reversal of Judge Lifland's Order, attempt to
circumvent the strict eligibility criteria for Chapter 15
recognition by interpolating subjective factors -- comity and
flexibility -- into an objective standard and by stretching the
meaning of the terms "center of main interests" and
"establishment" to encompass facts that fall short of their
definitional requirements.

Prof. Westbrook, et al., also point out that the Foreign
Representatives did not offer evidence of any substantial
business activity by the Foreign Debtors in the Cayman Islands
but conceded that virtually all of the important activities of
the Bear Stearns Funds were carried out in New York.

On their Appeal, the Foreign Representatives attempt to introduce
new, through still insufficient, evidence to support their
assertions, Prof. Westbrook, et al., tell the District Court.  
The Foreign Representatives could and should have been prepared
to address the evidentiary issues apparent on the face of the
statute when the Bankruptcy Court asked them to do so, Prof.
Westbrook, et al., relate.  Their post-hoc attempt to provide
evidence is as procedurally invalid as it is substantively
inadequate, Prof. Westbrook, et al., state.

Prof. Westbrook, et al., note that the effect of recognition of
the Funds' Chapter 15 petition would be to void the U.S.
Congressional effort to limit the United States' cooperation to
countries with a real connection to the Debtors.  

An injunction against lawsuits and collection efforts in the U.S.
and a turnover of U.S. assets to a Cayman Islands proceeding
would not only violate the Chapter 15 and UNCITRAL statute, but
would give that proceeding most of the relief Congress has
reserved for main bankruptcy proceedings, Prof. Westbrook, et
al., opine.

In addition, representatives from several countries with some
tenuous connection to a debtor might arrive in waves, each
demanding the same relief.  Thus, the careful, orderly,
structured procedure adopted by the U.S. Congress would
degenerate into a struggle without rules or guidance for the
courts to follow, Prof. Westbrook, et al., say.

These concerns, according to Prof. Westbrook, et al., are
especially great where, in Bear Stearns' case, the debtors are in
fact American companies in every economic sense.  

"These companies and dozens of others like them are at the center
of a growing economic storm in the United States.  They are also
the center of an important public debate about the desirability
vel non of increased regulation or oversight of subprime lending
and of certain kinds of investments, especially in the context of
market imperfections," Prof. Westbrook, et al., say.

"It is appropriate, even necessary, that their liquidation take
place in American courts, supervised by American judges, and
under the observation of American investors and financial media.

"New York is the center of the financial work and should be the
center of judicial management of the current crisis involving
United States funds."

                          *     *     *

The Bear Stearns Funds' Appeal will be heard by Judge Robert
Sweet of the District Court on January 16, 2008.

                     About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Samuel Cohen Sues Bear Stearns Directors & Officers
-----------------------------------------------------------------
Samuel T. Cohen, a shareholder of Bear Stearns Companies, Inc.,
has filed a derivative action on behalf of the company, against
certain of its officers and directors, including Chief Executive
Officer James Cayne, Chief Financial Officer Samuel Molinaro,
President Alan Schwartz, and former president Warren Spector, in
the U.S. District Court for the Southern District of New York.

Mr. Cohen seeks monetary damages as a result of the Directors and
Officers' breaches of fiduciary duties, abuse of control, gross
mismanagement and waste of corporate assets.

Mr. Cohen alleges that beginning March 2006, Bear Stearns, under
the D&Os' direction, recklessly spent billions of dollars
purchasing subprime loans to be used for future collateralized
debt obligations.  

Mr. Cohen says the D&O failed to take appropriate reserves for
the large amount of CDOs in the company's portfolio, both on and
off the balance sheet, and the information was not disclosed to
investors.  

Representing Mr. Cohen, David A.P. Brower, Esq., at Brower Piven,
APC, in New York, explains that CDOs are complex financial
instruments that combines slices of varying assets and debts.  
Many CDOs are backed by subprime mortgages -- loans given to
customers with poor credit history.  As those mortgages have
increasingly defaulted, banks are being forced to write down the
value of bonds and CDOs backed by the loans.

According to Mr. Brower, the D&Os actively concealed Bear
Stearns' failure to write down impaired securities containing
subprime debt.  The D&Os directed Bear Stearns to issue false and
misleading statements regarding its business and financial
condition.  

While the D&Os were directing Bear Stearns to issue improper
statements concerning its exposure to the subprime market crisis,
they were also directing the company to acquire a subprime loan
portfolio for $1,200,000,000 from a troubled subprime mortgage
lending company, Mr. Brower says.

On November 14, 2007, Bear Stearns said that it expects to write-
down $1,200,000,000 of its assets linked to mortgage-related
investments in the fourth quarter of 2007.  The $1.2 billion
write-down, according to Mr. Brower, is equal to 9% of the
company's equity and will result in a net loss.

As a result of the announced write-down, Mr. Brower says Bear
Stearns' credibility with investors has been wiped out.  

Mr. Brower also points out that Bear Stearns' value has declined
more than $10,000,000,000 from its peak in February 2007.  Its
quarterly net income for the period ended August 2007 sank 61% to
$171,300,000, or $1.16 a share, from the same period in 2006, and
revenue fell to $1,300,000,000 from $2,130,000,000 in 2006.

Aside from the monetary judgment, Mr. Cohen also asked the
District Court to take all necessary actions to reform and
improve its corporate governance and internal procedures to
protect its stakeholders from a repeat of the damaging events,
including, but not limited to, adopting these remedial measures:

   (a) strengthening the Board of Directors' supervision and
       oversight responsibilities and developing a system to
       ensure the Board accurately manages the company's risk
       potential;

   (b) prohibiting an individual from concurrently serving as
       chief executive officer and the chairman of the Board;

   (c) allowing the company's shareholders to nominate at least
       one candidate for election to the board; and

   (d) a policy of ensuring the accuracy of the qualifications of
       Bear Stearns' directors, executives and other employees.

Bloomberg News reports that Bear Stearns spokeswoman Janet Slater
said in an e-mailed statement that Mr. Cohen's allegations are
without merit.  She said Bear Stearns would fight the lawsuit.

                    About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Navigator Says NY Supreme Ct. Should Hear Complaint
-----------------------------------------------------------------
Navigator Capital Partners, L.P., filed a memorandum supporting
its argument that its class action complaint against the Bear
Stearns Entities -- Bear Stearns Asset Management, Bear, Stearns
Securities Corp., The Bear Stearns Companies, Inc., Bear, Stearns
& Co., Inc., Ralph Cioffi, Raymond McGarrigal, and Matthew
Tannin, and Bear Stearns High-Grade Structured Credit Strategies,
L.P., as nominal defendant -- should be adjudicated in the New
York Supreme Court.

Navigator asserts that it is undisputed that the Bear Stearns
Entities have the burden of convincing the U.S. District Court
for the Southern District of New York that the case has been
properly removed from the NY Supreme Court, and that they must
establish their right to a federal forum by competent proof.

Navigator maintains that the Bear Stearns Entities' removal was
improper under the U.S. Securities Litigation Uniform Standards
Act.  The Bear Stearns Entities fail to identify a single alleged
misrepresentation or omission in connection with purchases or
sales of "covered securities" to support removal under the SLUSA.

Instead, they point to the Master Fund's proportionately
miniscule "holdings" of covered securities and disingenuously
argue that these "holdings" are somehow "directly" connected to
the wrongdoing alleged in Navigator's Complaint, Andrew J.
Entwistle, Esq., at Entwistle & Cappucci, LLP, in New York,
notes.

Mr. Entwistle tells the District Court that Navigator's Complaint
makes plain that the alleged failures to disclose simply have
nothing to do with the handful of equity positions held by the
Master Fund.

The small equity positions are irrelevant and entirely tangential
to the claims in Navigator's Complaint, as the disclosure
failures all concern the Management Defendants' mismanagement of
the Partnership and their failure to adequately assess, monitor
and hedge the risks associated with non-covered instruments like
collateralized debt obligations exposed to the sub-prime mortgage
markets, Mr. Entwistle maintains.

In addition, Navigator asserts that, in attempting to support
their fallback argument for removal under the Class Action
Fairness Act of 2005, the Bear Stearns Entities merely retreat
from CAFA's plain language to the statute's putative "legislative
history."

Mr. Entwistle notes that the Bear Stearns Entities have not
stated any persuasive grounds for why the statutory exceptions to
CAFA jurisdiction in Section 1332(d)(9)(c) of the Judiciary and
Judicial Procedures Code does not apply to Navigator's Complaint.

Failing to cite a single case supporting their unduly narrow
interpretation of Section 1332(d)(9)(c), the Bear Stearns
Entities instead rely exclusively on legislative history to argue
that the CAFA exception is inapplicable to Navigator's fiduciary
duty claims, Mr. Entwistle further notes.  The Bear Stearns
Entities ignore the basic principles of statutory construction
and the clear weight of judicial authority holding that the
exception precludes CAFA jurisdiction over breach of fiduciary
duty cases.

For these reasons, Navigator maintains that the NY Supreme Court
should hear its Complaint.

In addition, Navigator asks the District Court to award it its
costs and attorneys' fees resulting from the Bear Stearns
Entities' improper removal of the Complaint.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BEAR STEARNS: Former Co-President W. Spector Gets $23,000,000
-------------------------------------------------------------
Bear Stearns Cos. said its former co-President Warren Spector
will receive more than $23,000,000 in capital accumulation plan
awards in December, Reuters reports.  

Bloomberg News relates that, according to a separation agreement,
Mr. Spector will remain with Bear Stearns as a managing director
until December 28, 2007, and continue to get paid from his
$250,000 annual salary until that date.   

Aside from the $23,000,000 CAP Award, Mr. Spector will get a
$207,761 retiree treatment from private equity "employee funds"
managed by Bear Stearns, Reuters says.  Bloomberg says Mr.
Spector is also eligible for a year-end bonus that would be
pro-rated through the first seven months.  

Mr. Spector will not receive a severance package, the Associated
Press says.

In the separation agreement, Bear Stearns said that Mr. Spector
was terminated without cause, Reuters relates.  Mr. Spector
agreed not to "disparage or encourage or induce others to
disparage" Bear Stearns for at least a year after leaving.

Mr. Spector, whose responsibilities included Bear Stearns' asset
management division, resigned in August 2007 as the company's co-
president and co-chief operating officer, amidst the collapse of
two of its hedge funds which invested primarily on collateralized
debt obligations, which are backed by subprime mortgages.

                   About Bear Stearns Funds

Grand Cayman, Cayman Islands-based Bear Stearns High-Grade
Structured Credit Strategies Enhanced Leverage Master Fund Ltd.
and Bear Stearns High-Grade Structured Credit Strategies Master
Fund Ltd. are open-ended investment companies, which sought high
income and capital appreciation relative to the London Interbank
Offered Rate, and designed for long-term investors.

On July 30, 2007, the Funds filed winding up petitions under the
Companies Law (2007 Revision) of the Cayman Islands.  Simon Lovell
Clayton Whicker and Kristen Beighton at KPMG were appointed joint
provisional liquidators.  The joint liquidators filed for Chapter
15 petitions before the U.S. Bankruptcy Court for the Southern
District of New York the next day.  On August 30, 2007, the
Honorable Burton R. Lifland denied the Funds protection under
Chapter 15 of the Bankruptcy Code.

Fred S. Hodara, Esq., Lisa G. Beckerman, Esq., and David F.
Staber, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the
liquidators in the United States.  The Funds' assets and debts are
estimated to be more than $100,000,000 each.  (Bear Stearns Funds
Bankruptcy News; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


BIG A DRUG: Taps DJM Realty to Auction Off California Store Leases
------------------------------------------------------------------
Big A Drug Stores, Inc. has selected DJM Realty, strategic real
estate solutions provider, to exclusively manage the disposition
of all 19 retail store leases throughout California.  Big A Drug
Stores, Inc. is a chain of retail drug stores, with annual sales
of $80 million.  The chain operates under the names of "Drug
Emporium," "Big A," "Camelot Drugs," "Drug Fair," and "Drug Barn."

"We are excited to offer top leases in some of the top performing
strip centers in the country," Andy Graiser, Co-President of DJM
Realty, said.  "The 10,000 to 31,800 square footage creates
terrific opportunities for many retailers as well as the
landlord."

Big A Drug Stores is expecting to liquidate its inventory through
the end of the year.  The engagement of DJM Realty, which is
subject to bankruptcy court approval expected today, Dec. 4, 2007,  
anticipates an auction on these properties on Dec. 21, 2007.

The 19 stores operate throughout California in these areas:
Anaheim, Colma, Covina, Fountain Valley, Fremont, Fresno,
Fullerton, Huntington Beach, La Habra, La Palma, Lomita, Long
Beach, North Hollywood, Newark, Redondo Beach, San Jose, South
Gate, Sunnyvale and Tustin.  "Given the desirability of these
properties and the amount of interest that we have already
received, interested parties must act immediately," Mr. Graiser
said.

Headquartered in South Gate, California, Big A Drug Stores Inc. --
http://www.bigadrug.com/-- operates a chain of 21 retail drug  
stores, located throughout California.  The company's stores offer
full service pharmacies and over-the-counter drugs, cigarettes,
optical products, liquor, general merchandise, groceries, beer and
wine, and beverages.  The company filed for Chapter 11 protection
on Nov. 19, 2007 (Bankr. C.D. Calif. Case No. 07-20699).  Steven
R. Fox, Esq., of Encino, California, represents the Debtor.  As of
Nov. 18, 2007, the Debtor listed total assets of $18,788,648 and
total debts of $54,424,646.


BROWN SHOE: Earns $27 Million in Quarter Ended November 3
---------------------------------------------------------
Brown Shoe Company Inc. reported net earnings of $27 million for
the third quarter of fiscal 2007 ended Nov. 3, 2007, versus net
earnings of $26.9 million in the prior-year period.  

Inventory at Nov. 3, 2007 was $441 million, as compared to
$434 million last year.  The company's debt-to-capital ratio at
the end of the quarter was 20.2%, compared to 25.4% at the same
time last year.

At Nov. 3, 2007, the company's balance sheet showed total assets
of $1.12 million, total liabilities of $528,160 and total
shareholders equity of $592,211.

                  Strategic Initiatives Update

Costs during the quarter related to the company's earnings
enhancement plan were better than expected, as the company
incurred costs of $4.5 million on a pre-tax basis, or after-tax
costs of $2.9 million in the quarter, most of which were
attributable to the relocation of the Shoes.com administrative
offices from Los Angeles to St. Louis.

The company works on other initiatives related to this
plan.  Estimates of costs and benefits remain as:

   -- in 2007, after-tax implementation costs are estimated to
      be approximately $11 million, while the company expects
      to realize after-tax benefits of $10 to $12 million;

   -- in 2008, after-tax implementation costs are estimated to
      be approximately $8 million and annual after-tax benefits
      upon completion in late 2008 is estimated to be $17 to
      $20 million.

                    About Brown Shoe Company

Headquartered in St. Louis, Missouri, Brown Shoe Company Inc.
(NYSE:BWS) -- http://www.brownshoe.com/-- is a $2.4 billion  
footwear company.  Brown Shoe's Retail division operates Famous
Footwear, the 1,000-store chain that sells brand name shoes for
the family, approximately 300 specialty retail stores in the U.S.
and Canada under the Naturalizer, FX LaSalle, and Franco Sarto
names, and Shoes.com, the company's e-commerce subsidiary.  Brown
Shoe, through its wholesale divisions, owns and markets footwear
brands including Naturalizer, LifeStride, Via Spiga, Nickels Soft,
Connie and Buster Brown; it also markets licensed brands including
Franco Sarto, Dr. Scholl's, Etienne Aigner, and Carlos by Carlos
Santana and Barbie, Disney and Nickelodeon character footwear for
children.

                          *     *     *

Moody's Investor Services placed Brown Shoe Company Inc.'s
probability of default rating at 'Ba3' in September 2006.  The
rating still hold to date with a positive outlook.


CAITHNESS COSO: Extends Pricing of $90MM Notes and $375MM Bonds
---------------------------------------------------------------
Caithness Coso Funding Corp. has extended the pricing date for its
$90 million original principal amount of 6.263% Subordinated
Secured Notes due 2014 (CUSIP Nos. 128017AK6 and U12295AD0) and
its $375 million original principal amount of 5.489% Senior
Secured Bonds due 2019 (CUSIP Nos. 128017AG5 and U12295AC2), from
2:00 p.m. New York City time on Nov. 30, 2007, to 2:00 p.m. New
York City time on Dec. 3, 2007.

The tender offers and consent solicitations are scheduled to
expire at 9:00 a.m. New York City time on Dec. 7, 2007.  Each of
the Price Determination Date and the Expiration Time may be
further extended by the company.

The tender offers and consent solicitations are subject to the
satisfaction of certain conditions, including the receipt of
specified financing, the consummation of the Acquisitions and
certain other customary conditions.

The company disclosed on Oct. 11, 2007, that it had received,
pursuant to its tender offers and consent solicitations for any
and all of its outstanding Notes, the requisite consents to adopt
the proposed amendments and the proposed waivers to the
Notes and the indentures governing the Notes.

The tender offers and related consent solicitations are being
conducted in connection with the agreement between Caithness
Energy L.L.C., certain owners of Caithness Energy, certain
subsidiaries of Caithness Energy and ArcLight Renewco Holdings,
LLC , dated July 9, 2007, pursuant to which Renewco has agreed to
acquire a 100% direct ownership interest in certain
affiliates of the company.

The company may, in its sole discretion, accept for payment and
pay for Notes tendered on an initial settlement date prior to the
Expiration Time.

The company disclosed that as of 5:00 p.m., New York City time,
on Nov. 29, 2007: these principal amount of Notes had been
validly tendered and not withdrawn:

   -- $90 million original principal amount of the 2014
      Notes, representing 100% of the outstanding original
      principal amount of such Notes; and

   -- $355 million original principal amount of the
      2019 Bonds, representing 94.67% of the outstanding
      original principal amount of such Bonds.

The company and the trustee have executed supplemental indentures
giving effect to the proposed amendments and the
proposed waivers.  Such supplemental indentures and waivers will
only become operative, however, concurrently with the
Acquisitions, provided that all validly tendered Notes are
accepted for purchase pursuant to the tender offers.

The company has retained Citi to act as sole Dealer Manager for
the tender offers and as the Solicitation Agent for the consent
solicitations.  Citi can be contacted at (212) 723-6106 (collect)
or at (800) 558-3745 (toll free).

Global Bondholder Services Corporation is the Information
Agent and Depositary for the tender offers and can be contacted at
(212) 430-3774 (collect) or at (866) 470-4200 (toll free). Copies
of the Offer Documents and other related documents may be obtained
from the Information Agent.

                 About Caithness Coso Funding Corp.

Based in New York City, Caithness Coso Funding Corp. is a single-
purpose Delaware corporation formed to finance the business and
operations of Navy I Partnership, BLM Partnership, and Navy II
Partnership.  The company has no material assets, other than the
loans it has made and will make to the Partnerships and certain
accounts created in connection with the offering of the notes, and
does not conduct any business, other than issuing the notes and
making the loans to the partnerships, and activities directly
related thereto.

                          *     *     *

Moody's Investor Services assigned a Ba1 rating on Caithness Coso
Funding Corp.'s subordinate debt.  The outlook is stable.  The
rating was placed in January 2007 and still holds to date.   
Fitch placed the company's subordinate debt at BB+ in January
2007.


CALLIDUS DEBT: Moody's Rates $25.5 Million Class E Notes at Ba2
---------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Callidus Debt Partners CLO Fund VII, Ltd.:

    (1) Aaa to the $443,000,000 Class A Senior Secured Floating
        Rate Notes Due 2021;

    (2) Aa2 to the $24,000,000 Class B Senior Secured Floating
        Rate Notes Due 2021;

    (3) A2 to the $33,000,000 Class C Senior Secured Deferrable
        Floating Rate Notes Due 2021;

    (4) Baa2 to the $19,500,000 Class D Senior Secured Deferrable
        Floating Rate Notes Due 2021; and

    (5) Ba2 to the $25,500,000 Class E Senior Secured Deferrable
        Floating Rate Notes Due 2021.

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 ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of below investment grade
loans and debt securities due to defaults, the transaction's legal
structure and the characteristics of the underlying assets.

Callidus Capital Management, LLC will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


CAPITAL GROWTH: Posts $12.4 Million Net Loss in Third Quarter
-------------------------------------------------------------
Capital Growth Systems Inc. reported a net loss of $12.4 million
on total revenues of $4.4 million in the third quarter ended
Sept. 30, 2007, compared with a net loss of $3.4 million on total
revenues of $89,260 in the same period last year.

Revenues for the three-month period ended Sept. 30, 2007,
generated from the circuits and networks business totaled
$2.5 million, which represented circuit sales to enterprise and
wholesale customers.  Revenues generated from services, which
includes remote monitoring services as well as network
implementation services totaled $1.9 million for the three-month
period ended Sept. 30, 2007, compared to $0 for the same period in
the prior year.

For the nine months ended Sept. 30, 2007, the company reported a
net loss of $28.2 million on total revenues of $12.6 million,
compared with a net loss of $4.8 million on total revenues of
$89,260 for the same period ended Sept. 30, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$30.1 million in total assets, $23.5 million in total liabilities,
and $6.6 million in total shareholders' equity.

Total operating expenses increased to $6.8 million in the three
months ended Sept. 30, 2007, compared with $4.1 million in the
prior year's third quarter.  The increase in all of operating
expense is the result of the acquisition of 20/20 Technologies
late in the third quarter of 2006, and CentrePath Inc. and Global
Capacity Group, which were subsequent to Sept. 30, 2006.

Interest expense increased to $3.1 million in the third quarter of
2007, versus $18,129 in 2006.  

The company's consolidated balance sheet at Sept. 30, 2007, showed
strained liquidity with $5.1 million in total current assets
available to pay $20.2 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25eb

                           Liquidity

Historically, the company's working capital requirements have been
met through proceeds of capital stock, private equity offerings
and debt issuances.  As of Sept. 30, 2007, there was $1.8 million
of cash, cash equivalents and borrowing capacity under the senior
secured line of credit with Hilco Financial.  This level of
working capital will probably not be sufficient to fund operations
until positive cash flow from operations can be generated.

                       Going Concern Doubt

Plante & Moran PLLC, in Elgin, Illinois, expressed substantial
doubt about Capital Growth Systems Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring losses, negative
cash flows from operations, and net working capital deficiency.
              
                      About Capital Growth

Headquartered in Chicago, Capital Growth Systems Inc. (OTC BB:
CGSY.OB) has three primary lines of revenue.  The first line of
revenue is from network and circuits business, which is broken
down between enterprise and wholesale circuits and strategic
networks.  The second line of revenue relates to the company's
services offerings, which includes both remote monitoring services
and professional services.  The third line of revenue is sales
generated from Magenta 20/20's global pricing and quotation
software.


CAPITALSOURCE COMM'L: Moody's Puts Rating on Class E Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by CapitalSource Commercial Loan Company, LLC 2007-3:

    (1) Aaa to the $380,000,000 Class A Notes due 2016;

    (2) Aa2 to the $10,000,000 Class B Deferable Asset Backed
        Notes due 2016;

    (3) A2 to the $45,000,000 Class C Deferable Asset Backed Notes
        due 2016;

    (4) Baa2 to the $4,000,000 Class D Deferable Asset Backed
        Notes due 2016; and

    (5) Ba2 to the $41,350,000 the Class E Principal Only Notes
        due 2016.

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 ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Middle Market Loans
due to defaults, the transaction's legal structure and the
characteristics of the underlying assets.

CapitalSource Finance LLC will manage the selection, acquisition
and disposition of collateral on behalf of the Issuer.


CHICAGO H&S: Committee Wants Polsinelli Shalton as Counsel
----------------------------------------------------------
The Official Committee of Unsecured Creditors of Chicago H&S Hotel
Property LLC, dba Hotel 71, seeks permission from the United
States Bankruptcy Court for the Northern District of Illinois
to retain Polsinelli Shalton Flanigan Suelthaus PC as its
bankruptcy counsel.

Polsinelli Shalton will:

    a. provide the Committee advice regarding its rights, duties
       and powers as an official committee of unsecured creditors;

    b. assist the Committee in the administration of the Chapter
       11 Case and the exercise of oversight with respect to the
       Debtor's affairs including all issues from the Debtor's
       business and its relationship with the secured and
       unsecured creditors of its estate;

    c. appearances at Court and at statutory meetings of creditors
       to represent the interests of the Committee;

    d. provide the Committee advice regarding terms, conditions
       and documentation of financing agreements, cash collateral
       motions and orders, other motions and orders and related
       transactions;

    e. provide the Committee advice in connection with and
       participate in the and participate in the formulation,
       negotiation, drafting and promulgation of any potential
       sale of assets or businesses;

    f. investigate of the nature and validity of liens asserted
       against Debtor's assets and to advise the Committee
       concerning the enforceability of said liens;

    g. investigate of and provide advice to the Committee with
       respect to the taking of such actions as may be necessary
       to collect and, in accordance with the applicable law,
       recover property for the benefit of the estates;

    h. prepare and submit on behalf of the Committee of, among
       other things, various applications, motions, pleadings,
       orders, notices, schedules and other legal papers to be
       prepared and submitted in this case, and to review the
       financial and other reports filed herein;

    i. provide the Committee advice concerning and to prepare
       responses to applications, motions, pleadings, notices and
       other documents which may be filed and served herein;

    j. provide counsel to the Committee in connection with and
       participate in the formulation, negotiation, drafting and
       promulgation of a plan or plans of reorganization and
       related documents;

    k. review pending and other litigation and evaluate and advise
       the Committee concerning appropriate actions to be taken
       under the circumstances; and

    l. represent the Committee, and perform all other legal
       services for the Committee that may be necessary, in
       connection with the Debtor's bankruptcy proceeding.

The Committee tells the Court that professionals of the firm will
bill at these rates:

      Designation                        Hourly Rate
      -----------                        -----------
      Partners and Counsel               $275 - $400
      Associates                         $175 - $220
      Paraprofessionals                   $90 - $100

To the best of the Committee's knowledge, the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

The firm can be reached through:

       Gregory J. Jordan, Esq.
       Polsinelli Shalton Flanigan Suelthaus PC
       180 North Stetson Avenue, Suite 4525
       Chicago, IL 60601
       Tel: (312) 873-3626
       Fax: (312) 819-1910
       http://www.polsinelli.com/

Based in Chicago, Illinois, Chicago H&S Hotel Property, LLC, dba
Hotel 71, owns and operates a 40-story, 437 guestroom full service
hotel.  The company filed for Chapter 11 protection on Oct. 29,
2007 (Bankr. N.D. Ill. Case No. 07-20088).  Charles R. Gibbs, Esq.
at Akin Gump Strauus Hauer & Feld LLP; and Daniel A. Zazove, Esq.,
and Jason d. Horwitz, Esq., at Perkins Coie LLP represent the
Debtor.  The Debtor disclosed estimated assets and debts of more
than $100 million at the time of its filing.


CHRYSLER LLC: Invests $48 Million to Support New Dodge Production
-----------------------------------------------------------------
Production of the all-new 2008 Dodge Ram 4500 and 5500 Chassis
Cabs is underway at Chrysler LLC's Saltillo Assembly Plant in
Saltillo, Mexico.  To support new commercial vehicle production,
Chrysler recently invested an additional $48 million into the
plant, resulting in a 120,000 square-foot expansion that allows
the plant to produce commercial vehicles and accommodate new frame
configurations.  This follows an additional $210 million
investment into the plant for production of the all-new 2006 Dodge
Ram Mega Cab in 2005.  Dodge Ram 4500/5500 production got underway
in July 2007, with the first vehicles reaching Dodge commercial
vehicle dealerships in November.

The Saltillo Plant, which also produces the Dodge Ram Mega Cab,
Dodge Ram Power Wagon, Dodge Ram Heavy Duty 2500 and 3500 models,
and Dodge Ram 3500 Chassis Cab, takes on production of the Dodge
Ram 4500 and 5500 Chassis Cabs as part of Chrysler's Flexible
Manufacturing Strategy.

In addition to increased production capacity, the expansion
enables the plant to manage the greater complexity of the all-new
2008 Dodge Ram 4500 and 5500 Chassis Cabs.  This includes
commercial-grade chassis and suspensions, four wheelbases and cab-
axle lengths, regular cab and Quad Cab(R) configurations, two-
wheel-drive and four-wheel-drive models, and three trim lines'
SLT, SLT and Laramie.  All models are 'Job-rated,' meaning they
are designed, engineered, tested and built to meet the rigid
standards of commercial truck buyers.

"A continuous showcase of advanced manufacturing capability and
adaptability, the Saltillo facility is one of our most versatile
plants and a great example of Chrysler's flexible manufacturing
ability," Frank Ewasyshyn, Executive Vice President -  
Manufacturing, said.  "Even with the added complexities of
commercial vehicle production, we're not only able to adjust
operations to better respond to customer needs, but we're also
better positioned to build a positive business case for new
products and derivatives as each plant is able to maximize
production capacity."

The Saltillo Assembly Plant has 2,100 employees working on two
shifts and is one of five Chrysler production facilities in
Mexico.

                 Flexible Manufacturing Strategy

Chrysler's Flexible Manufacturing Strategy allows the company to
produce a high-quality product faster and at a lower cost.  In
order to balance production with demand, the FMS approach allows
the company to efficiently build lower-volume vehicles that take
advantage of market niche and to quickly shift production volumes
between different models within a single plant or among multiple
plants.

FMS has been implemented product-by-product and plant-by-plant
across the Chrysler manufacturing enterprise.  Creating enhanced
efficiencies, new investment is introducing state-of-the-art
technology to Chrysler plants, enabling the company to produce
more than one vehicle on a production line and conduct rolling
launches of new models.  Chrysler's workforce is also becoming
more flexible with the implementation of team concepts and an
increased emphasis on supporting assembly line operators.

                    Dodge Commercial Vehicles

Dodge continues to increase the breadth of its commercial products
and offers a comprehensive array of vehicles and services designed
with business customers in mind. Along with the Dodge Ram
2500/3500 Box-Off models and the Dodge Ram 3500, 4500 and 5500
Chassis Cabs -- the Class 3-5 segments' most powerful, capable and
upfit-friendly work-trucks -- Dodge Grand Caravan cargo vans
complement a growing Dodge commercial lineup that includes the
class-leading Dodge Sprinter, which continues its legacy and
leadership as the top-performing commercial van in the
marketplace.

                           Dodge Brand

With a U.S. market share of 6%, Dodge is Chrysler's best-selling
brand and the fifth largest nameplate in the U.S. automotive
market.  In 2006, Dodge sold more than 1.3 million vehicles in the
global market.  Dodge continues to lead the minivan market with a
20% market share in the U.S.  In the highly competitive truck
market, Dodge has an 18% market share.  Dodge is also entering key
European volume segments with Nitro, Caliber and Avenger.

                          About Chrysler

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management   
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  The
outlook is negative.


CHRYSLER LLC: Overall November 2007 U.S. Sales Down 2 Percent
-------------------------------------------------------------
Chrysler LLC dealers delivered 161,088 new vehicles to U.S.
customers in November 2007, down 2% compared with a year ago.  All
sales figures are reported as unadjusted.

"Despite consumer concerns, Chrysler LLC sales are off only 2%
showing customers are still purchasing quality and value.  High
fuel prices and falling home prices continue to impact vehicle
sales in November which remain below trend," Darryl Jackson, Vice
President - U.S. Sales, said.  "We remain optimistic moving into
December due to the growing availability of new models, including
Chrysler Town & Country, Dodge Grand Caravan and the Jeep
Liberty."

Chrysler brand car sales were led by the Sebring Convertible,
which increased sales to 2,039 units compared with 195 units a
year ago, up 946%.  Chrysler Town & Country sales rose 10% to
12,629 units versus November 2006 with 11,507 units.

High fuel prices impacted Jeep(R) brand results, down 2% versus
November of last year.  Large SUVs saw the greatest impact with
Jeep(R) Commander down 45% at 4,391 units versus November 2006.

Dodge brand car sales increased 75% over last year by steady sales
of the Dodge Charger with 10,341 units delivered.

"The recently launched "Event of a Lifetime" program has resonated
well with customers and will be continued through January 2,
2008," Michael Keegan, Vice President - Volume Planning and Sales
Operations, said.  "We continue to offer customers a great value
package and on select 2008 models we will extend the 0% APR
through 60 months."

Chrysler finished the month with 480,424 units of inventory, or an
75-day supply.  Inventory is down by 4% compared to November 2006
when it was at 499,036 units.

Headquartered in Auburn Hills, Michigan, Chrysler LLC --
http://www.chrysler.com/-- a unit of Cerberus Capital Management   
LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles
and products.  The company has dealers worldwide, including
Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil,
Venezuela, China, Japan and Australia.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Chrysler LLC and DaimlerChrysler Financial
Services Americas LLC and removed it from CreditWatch with
positive implications, where it was placed Sept. 26, 2007.  The
outlook is negative.


CLAYTON WILLIAMS: Moody's Changes Rating Outlook to Negative
------------------------------------------------------------
Moody's Investors Service changed the rating outlook of Clayton
Williams Energy, Inc. to negative from stable.  CWEI currently has
a B2 Corporate Family Rating and a B3 rating on its 7.75% Senior
Notes due 2013.  The change in outlook primarily reflects Moody's
concerns about CWEI's high leverage and limited prospects for
near-term debt reduction but also concerns about the riskiness of
its exploration and development program given its relatively small
size and leveraged balance sheet.  Moody's also changed CWEI's
liquidity rating to SGL-3 from SGL-2.

One potential source of meaningful near-term debt reduction had
been CWEI's proposed sale of its South Louisiana properties
(short-life properties that currently account for about 30% of
CWEI's production).  However, for a number of a reasons, the bids
received were less than what management had expected making a sale
pretty unlikely at this point.  If a sale had occurred and
proceeds were used to reduce revolver borrowings, it would have
meant lower leverage, but it also would have reduced CWEI's
already small production and reserve base.  CWEI's E&P debt
(excludes the Larclay JV debt, but includes a small lease
adjustment) was approximately $418 million as of Sept. 30, 2007,
up $48 million from December 31, 2006.  Relative to year-end 2006
PD reserves of approximately 33.9 MMBoe, CWEI's E&P debt/PD
reserves was approximately $12.32/Boe as of Sept. 30, 2007, which
is much higher than many of its similarly-sized peers at the B2/B3
rating level.

Another concern involves the riskiness of CWEI's exploration and
development program given its relatively small size and leveraged
balance sheet.  During 2007, CWEI has spent a large portion of its
capital budget on several high-impact exploration wells, such as
the Big Bill Simpson #1 and the Margarita #1 wells in the East
Texas Bossier play.  While wells such as these offer high
potential, they are expensive and prone to mechanical problems due
to their depth and complexity.  In its recent conference call,
management recognized the mixed results on its exploration
spending this year and discussed a more moderate strategy aimed at
greater development drilling for the rest of the year and in 2008.  
This includes spending on lower-risk development wells and
recompletions on the company's Permian Basin properties and infill
drilling and a water-frac program on its oil-prone Austin Chalk
(Trend) properties.  This should help stabilize production and
provide greater visibility about cash flow generation. A lower
intensity program might also allow CWEI to generate free cash flow
to reduce leverage somewhat.

Given the degree of unproductive capital spending in certain areas
this year and an expected negative revision on its South Louisiana
properties, Moody's expects that CWEI's F&D costs will be very
high (>$40/Boe) in 2007, although a big variable that will go into
determining the final number will be the results from the Big Bill
Simpson #1 (which is currently being tested).  If successful,
reserves may be booked on that well in addition to one or two
offset locations.  Given expectations for higher F&D costs in 2007
combined with the roll-off of low F&D costs in 2004, Moody's
expects that CWEI's three-year average F&D costs will be
significantly higher than at year-end 2006.  On a one-year basis,
CWEI's F&D costs were very high in 2006 even before the effects of
negative revisions.

Resolving the outlook -- either changing it back to stable or
downgrading the CFR and notes -- will likely follow Moody's
evaluation of CWEI's (and the E&P peer group's) 2007 year-end
results, including reserve additions and revisions, F&D costs, and
reserves-based leverage metrics.  Moody's also will evaluate
CWEI's 2008 plans including its areas of focus and the composition
of its capital expenditure budget.

Moody's also changed CWEI's liquidity rating to SGL-3 from SGL-2.
The reduction reflects tighter, but still adequate liquidity.  
Over the next 12 months, CWEI will likely continue to have
negative free cash flow (although an improvement over full-year
2007 is expected), particularly after payments to settle acquired
hedges.  Payments on the acquired hedges totaled approximately
$19 million for the first nine months of this year. The borrowing
base under CWEI's revolving credit facility is currently
$275 million.  Approximately $175 million is currently outstanding
under the facility, down from $188 million as of September 30,
2007 due to proceeds from a recent asset sale.  Proceeds from
small asset sales could help offset cash flow shortfalls over the
next 12 months, but a meaningful reduction in revolver debt is not
expected, increasing the potential liquidity risks associated with
carrying such a large amount on the revolver including refinancing
risks and periodic borrowing base redeterminations.

Clayton Williams Energy, Inc. is headquartered in Midland, Texas.


CONSPIRACY ENT: Sept. 30 Balance Sheet Upside-Down by $8.4 Million
------------------------------------------------------------------
Conspiracy Entertainment Holdings Inc.'s consolidated balance
sheet at Sept. 30, 2007, showed $5.8 milion in total assets,
$14.0 million in total liabilities, and $216,900 in minority
interest, resulting in an $8.4 million total shareholders'
deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3.9 million in total current
assets available to pay $14.0 million in total current
liabilities.

The company reported a net loss of $634,745 for the third quarter
ended Sept. 30, 2007, compared with a net loss of $3.1 million in
the same period of 2006.

Revenues for the three months ended Sept. 30, 2007, were
$1.7 million, compared to $272,500 for the three months ended
Sept. 30, 2006.  The change is attributable to flat fee sales of
$1.7 million, as the company received manufacturing approval for
Anubis II (Wii), Billy the Wizard (Wii), Mini Desktop Racing
(Wii), Monster Trux Arenas (Wii), Offroad Extreme (Wii), and
Rock'N Roll Adventures (Wii).

The decrease in net loss for the three months ended Sept. 30,
2007, was due to the company receiving manufacturing approval for
flat fee sales of the aforementioned 6 titles.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25f1

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 2, 2007,
Chisholm, Bierwolf & Nilson LLC expressed substantial doubt about
the ability of Conspiracy Entertainment Holdings Inc. to continue
as a going concern after auditing the company's financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and lack of working capital.

                  About Conspiracy Entertainment

Based in Santa Monica, Calif., Conspiracy Entertainment Holdings
Inc. (OTC BB: CPYE) -- http://www.conspiracygames.com/-- is an  
independent publisher of interactive entertainment software
focussing mainly on its home market the United States but partly
licenses its products to international companies as well.

The company publishes content for all viable gaming platforms
including the Microsoft Xbox / Xbox 360(TM), Nintendo Wii(TM),
handheld platforms such as Nintendo's DS(TM) and Game Boy(R)
advance and personal computers.


CORD BLOOD: Completes $1.9 Million Offering of 0% Senior Notes
--------------------------------------------------------------
Cord Blood America Inc. has completed a private placement with
institutional investors of 0% Senior Convertible Notes, at an
original issue discount of 20%, in an aggregate principal amount
of $1.9 Million.  Midtown Partners & Co. LLC was the placement
agent in the transaction.

In addition, the company has also secured a $1 million acquisition
line of credit, to be used strictly for acquisition and asset
purchases.

"We are enormously pleased by these financings as they allow for
us to continue our strategic organic growth focused on exclusive
relationships with approved insurance providers," Matthew
Schissler, CEO, said.  "The financings also allow Cord Blood
America to move forward with its aggressive accretive acquisition
program."

"This is a major milestone for Cord Blood America," said
Mr. Schissler.  "We are looking forward to keeping our
shareholders up-to-date on our achievements now and in the
future."

The purchase price for the Convertible Notes consisted of $1M cash
and the cancellation of $544K of accrued interest currently due.  
The Convertible Notes are junior to all outstanding debt, but will
have a priority over future debt and are convertible into common
stock at $0.03 per share.

Pursuant to this transaction, the company also issued warrants
to purchase an additional 48,277,655 shares of its common stock
exercisable at $0.037 per share.  

                       About Cord America

Headquartered in West Hollywood, California, Cord Blood America
Inc. (OTCBB: CBAI) -- http://www.cordblood-america.com/-- is the  
parent company of CorCell, which facilitates umbilical cord blood
stem cell preservation for expectant parents and their children.

Cord Blood America Inc.'s consolidated balance sheet at
June 30, 2007, showed $6.3 million in total assets and
$10.7 million in total liabilities, resulting in a $4.4 million
total stockholders' deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 9, 2007,
Rose, Snyder & Jacobs, in Encino, California, expressed
substantial doubt about Cord Blood America Inc.'s ability to
continue as a going concern after auditing the company's balance
sheet for the years ended Dec. 31, 2006, and 2005.  The auditing
firm pointed to the company's recurring operating losses,
continuing use of cash in operating activities, insufficient
working capital and accumulated deficit at Dec. 31, 2006.


CREDIT SUISSE: Fitch Upgrades Rating on Class H & G Certificates
----------------------------------------------------------------
Fitch Ratings has upgraded Credit Suisse First Boston Mortgage
Securities Corp.'s commercial mortgage pass-through certificates,
series 1999-C1, as :

   -- $32.2 million class G to 'A+' from 'A';
   -- $23.4 million class H to 'BBB-' from 'BB+'.

In addition, Fitch has affirmed the ratings on:

   -- $548.8 class A-2 at 'AAA';
   -- Interest-only class A-X at 'AAA';
   -- $52.6 million class B at 'AAA';
   -- $58.5 million class C at 'AAA';
   -- $14.7 million class D at 'AAA';
   -- $40.9 million class E at 'AAA';
   -- $20.5 million class F at 'AAA';
   -- $11.7 million class J at 'BB-';
   -- $11.7 million class K at 'B-'.

Class A-1 has paid in full. Fitch does not rate the $14.6 million
class L or $3.5 million class M certificates. Classes N and O have
been reduced to zero due to realized losses.

The upgrades are the result of paydown and stable performance
since Fitch's last rating action.  As of the November 2007
distribution date, the pool has paid down 28.8% to $883.2 million
from $1.17 billion at issuance.  Twenty-seven loans (32.7%) have
defeased, including four of the top 10 loans (12.9%).

There are currently no delinquent or specially serviced loans in
the pool. Over 44% of the pool matures (8.3%) or has an
Anticipated Repayment Date (36.3%) by 2009.  The weighted average
coupon for these loans is 8.07%.


CWMBS INC: Fitch Rates Class B-3 Certificates at BB
---------------------------------------------------
Fitch rates CWMBS, Inc.'s mortgage pass-through certificates, CHL
Mortgage Pass-Through Trust, series 2007-20 as:

   -- $289,492,472 classes A-1 through A-3, X, PO and A-R
      certificates (senior certificates) 'AAA';

   -- $5,100,000 class M certificates 'AA';

   -- $2,250,000 class B-1 certificates 'A';

   -- $750,000 class B-2 certificates 'BBB';

   -- $1,200,000 non-offered class B-3 certificates 'BB';

   -- $300,000 non-offered class B-4 certificates 'B';

The 'AAA' rating on the senior certificates reflects the 3.50%
subordination provided by the 1.70% class M, the 0.75% class B-1,
the 0.25% class B-2, the 0.40% non-offered class B-3, the 0.10%
non- offered class B-4 and the 0.30% non-offered class B-5 (not
rated by Fitch).  Classes M, B-1, B-2, B-3, and B-4 are rated
'AA', 'A', 'BBB', 'BB', and 'B' based on their respective
subordination only.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults.  In addition, the rating also reflects
the quality of the underlying mortgage collateral, strength of the
legal and financial structures and the master servicing
capabilities of Countrywide Home Loans Servicing LP (Countrywide
Servicing), rated 'RMS2+' by Fitch, a direct wholly owned
subsidiary of Countrywide Home Loans, Inc.

This transaction contains certain classes designated as
exchangeable certificates and others as regular certificates.  The
class A-3 certificates are exchangeable certificates.  The
remainder of the classes are regular certificates.

The pool consists of 481 primarily 30-year conventional, fixed
rate mortgage loans secured by first liens on one- to four-family
residential properties.  As of the cut-off date, Nov. 1, 2007, the
average mortgage pool balance is $623,685 with an approximate
weighted-average original loan-to-value ratio (OLTV) of 74.08%.
The weighted average FICO credit score is approximately 747.  
Cash-out refinance loans represent 17.97% of the mortgage pool and
second homes 6.27%.  The states that represent the largest portion
of mortgage loans are California (35.21%), New York (6.09%), New
Jersey (5.71%) and Washington (5.05%).  All other states represent
less than 5% of the pool as of the cut-off date.

CWMBS purchased the mortgage loans from CHL and deposited the
loans in the trust, which issued the certificates, representing
undivided beneficial ownership in the trust.  The Bank of New York
will serve as trustee.  For federal income tax purposes, an
election will be made to treat the trust fund as one or more real
estate mortgage investment conduits.


CYBER DEFENSE: Sept. 30 Balance Sheet Upside-Down by $38.1 Million
------------------------------------------------------------------
Cyber Defense Systems Inc.'s consolidated balance sheet at
Sept. 30, 2007, showed $5.7 million in total assets, $43.4 million
in total liabilities, and $447,746 in minority interest in net
assets of subsidiary, resulting in a $38.1 million total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $3.0 million in total current
assets available to pay $40.9 million in total current
liabilities.

The company reported a net loss of $16.5 million for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$15.9 million in the same period last year.

Revenues for the quarter ended Sept. 30, 2007, were $44,427 as
compared to $136,137 for the quarter ended Sept. 30, 2006, a
decrease of $91,710.  The decrease is primarily due to lower sales
of TSI.

Results for the third quarter of 2006 include an impairment loss
of $11.3 million related to the exclusive manufacturing license
from 21st Century Airships.  The company determined that the asset
was impaired due to the reduced expected revenues and cash flows
for the license, creating the impairment.  There is no comparable
current year period expense.

Results for the current quarter include a derivative valuation
loss in the amount of $14.7 million which relates to the issuance,
conversion, and revaluation of Notes and Warrants to AJW and Mr.
Robinson treated as derivative securities.  The derivative
valuation loss was $485,507 for the quarter ended Sept. 30, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25ec

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 24, 2007,
Hansen, Barnett & Maxwell P.C., in Salt Lake City, Utah, expressed
substantial doubt about Cyber Defense Systems Inc.'s ability to
continue as a going concern after auditing the company's financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's losses and working capital
deficits for the two-year period ended Dec. 31, 2006.

                       About Cyber Defense

Based in St. Petersburg, Florida, Cyber Defense Systems Inc. --
(OTCBB: CYDFE) -- http://www.cyberdefensesystems.com/-- designs    
and develops unmanned air vehicles (UAV's).  It develops
CyberScout, a series of planned vehicles that employ vertical
take-off and landing technique, and CyberBug, a scalable UAV that
provides monitor routine surveillance and communication in crowded
or remote locations.  The airships and UAV's are used to provide
surveillance 24/7 and include tracking devices for troop and
weapon movement.  It markets its airships and UAVs to various
branches of the U.S. government and U.S. allies as multi-use
platform vehicles capable of deployment in surveillance and
communication operations, as well as for homeland defense and
intelligence agencies.


DELPHI CORP: Seeks 3-Month Extension of Excl. Plan Filing Period
----------------------------------------------------------------
Delphi Corporation and its debtor affiliates and subsidiaries ask
the U.S. Bankruptcy Court for the Southern District of New York
to further extend their exclusive periods to:

   (a) file a plan of reorganization through and including
       March 31, 2008; and

   (b) solicit acceptance of that plan through and including
       May 31, 2008.

The Debtors' current Exclusive Plan Proposal Period will expire on
December 31, 2007.

"A further extension of the Exclusive Periods is justified by the
significant progress the Debtors have made toward reorganization
since they last sought an extension of the Exclusive Periods,"
John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, asserts.

The Debtors' good-faith progress towards reorganization,
according to Mr. Butler, is most convincingly demonstrated by the
filing of the Joint Plan of Reorganization and Disclosure
Statement on Sept. 6, 2007.  The Plan and Disclosure Statement
were the products of a series of intense negotiations involving
the Debtors, the Plan Investors led by Appaloosa Management L.P.,
the Statutory Committees, and General Motors Corp., Mr. Butler
avers.

As a result of the turbulence in the capital markets, however,
the Debtors were required to negotiate potential amendments to
the Plan and Disclosure Statement with certain stakeholders,
Mr. Butler relates.  Nonetheless, the Plan provides for full
payment at Plan value to creditors and a distribution for equity
holders, he notes.  "All of these negotiated amendments represent
the Debtors' continuing efforts to emerge from Chapter 11
protection as quickly as possible so that they can maximize value
for all their stakeholders," Mr. Butler assures the Court.

In addition to the significant progress toward confirming a plan,
Mr. Butler points out that that the Debtors have substantially
achieved the goals of their transformation plan by, among other
things, negotiating amended collective bargaining agreements with
their labor unions and comprehensive settlement and restructuring
agreements with GM; continuing to divest non-core assets and
businesses; and obtaining the second of two pension funding
waivers from the Internal Revenue Service.

The unresolved contingencies relating to fully committed exit
financing, solicitation, and confirmation of the Plan, as well as
the size and complexity of the Debtors' cases also justify a
further extension of the Exclusive Periods, Mr. Butler adds.  
"The size and complexity of the Debtors' chapter 11 cases alone
constitute sufficient cause to extend the Exclusive Periods," he
asserts.

Accordingly, the Debtors seek an extension of the Exclusive
Periods to give them sufficient time to complete the Plan
solicitation and confirmation processes in a timeframe that will
allow them to emerge from bankruptcy in the first quarter of
2008.

The Debtors are not using their Exclusive Periods to pressure
stakeholders to submit to their reorganization demands,
Mr. Butler clarifies.  The Debtors, he explains, are actively
utilizing the Periods to resolve remaining issues in good faith
with their diverse constituencies.  In addition, the Debtors'
request is without prejudice to any party's right to request a
termination of exclusivity for cause at any time under Section
1121(d) of the Bankruptcy Code.

The Debtors said the requested extension was precautionary.  The
Debtors continue to expect that they will emerge from Chapter 11
during the first quarter of 2008.

The Detroit News notes that Delphi, in November 2007, said if
its plan isn't in place by Dec. 31, it could owe the U.S.
Internal Revenue Service $1,400,000,000, when the waiver on
funding of the auto-parts supplier's pension obligations expires
and would compel the company to pay taxes and penalties to the
IRS.  The IRS, according to the report, could extend the waiver.

                        About Delphi Corp.

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

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

The Debtors' exclusive plan-filing period expires on Dec. 31,
2007.  On Sept. 6, 2007, the Debtors filed their Chapter 11 Plan
of Reorganization and a Disclosure Statement explaining that
Plan.  (Delphi Bankruptcy News, Issue No. 99; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DLJ COMMERCIAL: Fitch Junks Rating on Class B-7 Certificates
------------------------------------------------------------
This class of DLJ Commercial Mortgage Corp's, series 1999-CG1,
commercial mortgage pass-through certificates is downgraded and
assigned a Distressed Recovery rating by Fitch as:

   -- $12.4 million class B-7 to 'CCC/DR1' from 'B-'.

Fitch also affirms the ratings on these classes:

   -- $653.2 million class A-1B at 'AAA';
   -- Interest-only class S at 'AAA';
   -- $58.9 million class A-2 at 'AAA';
   -- $65.1 million class A-3 at 'AAA';
   -- $18.6 million class A-4 at 'AAA';
   -- $46.5 million class B-1 at 'AAA';
   -- $15.5 million class B-2 at 'AAA';
   -- $37.2 million class B-3 at 'A+';
   -- $21.7 million class B-4 at 'BBB';
   -- $9.3 million class B-5 at 'BB+';
   -- $12.4 million class B-6 at 'B+.

Class B-8 remains at 'C' and the distressed recovery rating has
been lowered to 'DR6' from 'DR5'.  The balance of the non-rated
class C has been reduced to zero due to realized losses.  Class A-
1A is paid in full.

The downgrade is due to expected losses on specially serviced
loans and the refinance risk of upcoming maturities.  Of the pool,
103 loans (44.1%) have been fully defeased, including the Winston
Hotel portfolio, the largest loan in the deal.

As of the November 2007 distribution date, the pool's aggregate
principal balance has been reduced 23.7% to $945.6 million from
$1.24 billion at issuance.  There are currently five assets (2.2%)
in special servicing with realized losses on one that was recently
liquidated and expected losses on another.  The realized losses
have depleted class C and significantly affected class B-8.  The
expected losses are anticipated to further impact class B-8.

The largest specially serviced asset (1.1%) is a retail property
located in Roanoke Rapids, NC and is currently real estate owned
(REO).  As of the November 2007 remittance the asset has been
liquidated.

The second specially serviced asset (0.7%) is a retail property
located in Joliet, IL and is currently in foreclosure. The special
servicer is proceeding with a sale of the note.  As of July 2007,
the property remains was 41% occupied.

Fitch's Distressed Recovery ratings are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


E3 BIOFUELS-MEAD: Case Summary & 36 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: E3 BioFuels-Mead, L.L.C.
             5425 Martindale, Suite 100
             Shawnee, KS 66218

Bankruptcy Case No.: 07-22733

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        E3 Biofuels Mead Holding, L.L.C.           07-22734

Type of Business: Subsidiaries of Earth, Energy & Environment,
                  L.L.C., the Debtors provide a closed-loop system
                  for making clean and renewable ethanol.  See
                  http://www.e3biofuels.com/

Chapter 11 Petition Date: November 30, 2007

Court: District of Kansas (Kansas City)

Judge: Robert D. Berger

Debtors' Counsel: Carl R. Clark, Esq.
                  Jeffrey A. Deines, Esq.
                  Lentz & Clark, P.A.
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-066

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
E3 BioFuels-Mead, L.L.C.    $1 Million to          $1 Million to
                            $100 Million           $100 Million

E3 Biofuels Mead Holding,   $1 Million to          $1 Million to
L.L.C.                      $100 Million           $100 Million

A. E3 BioFuels-Mead, LLC's 28 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Dilling Mechanical Contractors goods and services    $1,405,193
111 East Mildred Street
P.O. Box 47
Logansport, IN 46947

Aboussie & Assocation          goods and services    $350,000
3800 Hampton Avenue
St. Louis, MO 63109

Biothane Corp.                 goods and services    $173,188
2500 Broadway/d-5
Camden, NJ 08104

Cornerstone Energy, Inc.       goods and services-   $144,508
                               estimate

Constellation New Energy       goods and services    $141,076

Gephardt Group                 goods and services    $135,000

Alvo Grain                     goods and services    $98,369

Edgar Law Firm                 goods and services    $84,182

E.A.D.                         goods and services    $81,666

Skinner Tank                   goods and services    $81,361

Crawford Law Firm              goods and services    $75,000

Weitz Industrial, L.L.C.       goods and services    $70,814

Kayton Electric, Inc.          goods and services    $69,987

Omaha Public Power Dist.       goods and services    $65,821

Bodwell Construction           goods and services    $47,806

Novozymes                      goods and services    $47,318

High Impact Solutions, L.L.C.  goods and services    $45,000

Nexen Marketing, U.S.A.        goods and services    $43,020

Katzen International           goods and services    $42,757

Screw Conveyor Corp.           goods and services    $38,701

Bdo Seidman, L.L.P.            goods and services    $34,890

Oppenheimer Funds              Bondholder            Unknown

CIT Syndicated Loan            Bondholder            Unknown

Village of Mead                Bondholder T.I.F.     Unknown

Wells Fargo Bank               Bondholder Series B   Unknown

Wells Fargo Bank               Bondholder Series A   Unknown

Wells Fargo Bank               Bondholder T.I.F.     Unknown
                               Series A

Wells Fargo Bank               Bondholder T.I.F.     Unknown
                               Series B

B. E3 Biofuels Mead Holding, LLC's Eight Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
C.I.T. Syndicated Loan Group   Bondholder            Unknown
Attention: Vincent DeVito
383 Main Avenue, 6th Floor
Norwalk, CT 06851

E3 (and related, affiliated                          Unknown
upstream entities and/or
individuals)

Oppenheimer Funds              Bondholer             Unknown
Attention: Matthew Torpey
350 Linden Oaks
Rochester, NY 14625

Village of Mead                Bondholder T.I.F.     Unknown

Wells Fargo Bank               Bondholder Series     Unknown
                               A

Wells Fargo Bank               Bondholder Series     Unknown
                               B

Wells Fargo Bank               Bondholders T.I.F.    Unknown
                               Series A

Wells Fargo Bank               Bondholders T.I.F.    Unknown
                               Series B


E*TRADE FINANCIAL: Moody's Cuts Ratings and Says Outlook is Neg.
----------------------------------------------------------------
Moody's Investors Service lowered E*TRADE Financial Corporation's
long-term senior debt rating to Ba3 from Ba2, and also lowered the
long-term deposit rating of its lead thrift subsidiary, E*TRADE
Bank, to Ba2 from Baa3.  E*TRADE Bank's short term deposit rating
and rating on other short-term senior obligations was cut to Not
Prime from Prime-3, and the thrift's Bank Financial Strength
Rating (BFSR) was downgraded to D from D+.  The outlook for all
long-term ratings at E*TRADE and E*TRADE Bank, including the BFSR,
is negative.

The rating action follows the company's announcement that it would
enter into a $2.5 billion transaction with Citadel Investment
Group with the objective of stabilizing customer cash outflows,
reducing mortgage risk exposures, and bolstering capitalization,
in particular at the thrift.  In return for the cash, Citadel will
take over E*TRADE's asset backed securities portfolio and will buy
approximately $1.75 billion of new senior notes from E*TRADE.  
Citadel will also have a 19% common equity stake in E*TRADE once
the transaction is completed.

Moody's said that the transaction does bring some stabilizing
benefits to E*TRADE, though at a steep cost for the firm.  E*TRADE
will sell its $3 billion asset backed securities portfolio to
Citadel for $800 million.  The sale will eliminate the more
problematic assets on E*TRADE's books (ABS CDOs and second-lien
RMBS), and will result in a fourth quarter charge of $2.2 billion,
well in excess of the firm's $1.6 billion of tangible equity and
more than double 2006 pretax profits.  While the disposition of
the ABS portfolio may reduce uncertainty about E*TRADE's future
operating outlook, it also represents and crystallizes a very
substantial mark-down on a portfolio that includes $2.2 billion of
prime, first-lien MBS.  In Moody's view, this represents an
adverse development for bondholders.

In addition to receiving $800 million from the ABS sale, E*TRADE
will issue $1.75 billion of 12.5% senior notes at the holding
company level and will downstream most of the proceeds as common
equity into the thrift.  In addition to bolstering the thrift's
capital base, the infusion will enable E*TRADE to boost loan loss
reserves by $285 million ($200 million after chargeoffs) in Q4-07,
increasing loss protection against the thrift's $12.5 billion home
equity loan book.  However, the addition of new high-coupon debt
on top of the firm's existing debt of $1.9 billion will result in
cash-flow leverage at the parent (debt/EBITDA) spiking up to over
3x, as well as reducing interest coverage and constraining
financial flexibility.

Moody's said that E*TRADE's principal challenge is to rebuild
customer confidence after the recent spike in customer outflows
that resulted in a 17% drop in customer cash and deposits.  While
E*TRADE's core retail brokerage business continues to perform
well, it is likely that the firm-wide performance over the coming
year will be challenging as the firm transitions away from its
prior wholesale strategy and credit costs remain elevated.  The
rating agency expects that the cost of retaining existing
customers and adding new ones may also pose an additional drag to
profit generation in 2008.

E*TRADE's liquidity position remains acceptable, though the recent
spike in outflows of client cash and deposits added pressure to
the firm's liquidity position and is indicative of the confidence
sensitivity of financial institutions and the need for sound
contingent liquidity planning.  E*TRADE's access to a
collateralized credit line from the Federal Home Loan Bank remains
a key alternate liquidity source.  Secured funding availability
and advance levels for agency collateral have also remained
largely stable through the recent market turbulence.

Moody's will continue to assess E*TRADE's liquidity position and
customer attrition levels over the coming months. Erosion in these
areas or a substantial worsening in asset quality trends would
likely result in a negative rating action.  Conversely, evidence
that attrition and customer cash flows are stable and credit costs
remain manageable relative to pre-provision earnings generation
would likely result in a return to a stable outlook.

Moody's last rating action on E*TRADE was on Nov. 13, 2007

E*TRADE Financial Corporation provides internet-based retail
brokerage and banking services through its operating subsidiaries.  
The company reported $407 million in pre-tax profit for the first
nine months of 2007.

Downgrades:

Issuer: E*TRADE Bank

  * Bank Financial Strength Rating, Downgraded to D from D+
  * Issuer Rating, Downgraded to Ba2 from Baa3
  * OSO Rating, Downgraded to NP from P-3
  * Deposit Rating, Downgraded to NP from P-3
  * OSO Senior Unsecured OSO Rating, Downgraded to Ba2 from Baa3
  * Senior Unsecured Deposit Rating, Downgraded to Ba2 from Baa3

Issuer: E*TRADE Financial Corp.

  * Issuer Rating, Downgraded to Ba3 from Ba2

  * Multiple Seniority Shelf, Downgraded to a range of (P)B2 to
    (P)Ba3 from a range of (P)B1 to (P)Ba2

  * Subordinate Conv./Exch. Bond/Debenture, Downgraded to B1
    from Ba3

  * Senior Unsecured Regular Bond/Debenture, Downgraded to Ba3
    from Ba2

Outlook Actions:

Issuer: E*TRADE Bank

  * Outlook, Changed To Negative From Stable

Issuer: E*TRADE Financial Corp.

  * Outlook, Changed To Negative From Stable


EDS CORP: Completes $420 Million Buyout of Saber Corp.'s Stake
--------------------------------------------------------------
EDS Corp. has completed the acquisition of an approximate 93%
equity interest in Saber Corp., including majority shareholder
Accel-KKR.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
EDS Corp. has agreed to purchase an approximate 93% equity
interest in Saber Holdings Inc., including majority shareholder
Accel-KKR, for approximately $420 million in cash.  

Saber's chief executive officer Nitin Khanna and president and
chief operating officer Karan Khanna will retain an approximate 7%
interest in Saber and continue to lead the company after the
closing.

                     About Saber Holdings Inc.

Headquartered in Portland, Oregon, Saber Holdings Inc. --
http://www.sabercorp.com/-- is a privately held company that has  
customer relationships with state and local government entities
across the country.  Founded in 1997, the company provides
software and services that underpin essential functions such as
voter registration, election management, public retirement
programs, human services, public health services, motor vehicles,
unemployment insurance, and forms and document processing.

                         About Accel-KKR
    
Accel-KKR - http://www.accel-kkr.com/-- is a technology-focused  
private equity firm that invests in technology businesses.  Accel-
KKR has a particular focus on the following transactions:
Recapitalizations of family-owned or closely-held private
companies, divisional buyouts of larger companies, and going-
private transactions.
    
                         About EDS Corp.
    
Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company  
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *

Moody's placed EDS Corp.'s senior unsecured debt rating at 'Ba1'
in July 2004, and its probability of default rating at 'Ba1' in
September 2006.  The outlook is positive.  The ratings still hold
to date.


ENERGY FUTURE: Sells Bonds to Berkshire Hathaway for $2 Billion
---------------------------------------------------------------
Berkshire Hathaway Inc. bought high-yielding bonds issued by TXU
Corp. nka Energy Future Holdings Corp. for $2 billion, much to the
relief of banks who made large bridge loans to help finance the
$45 billion TXU leveraged buyout led by Kohlberg Kravis Roberts,  
Peter Eavis of the Fortune News reports citing people familiar
with the matter.

Berkshire, Fortune's sources say, acquired $1.1 billion of 10.25%
bonds at 95 cents on the dollar and $1 billion of 10.5% PIK-toggle
bonds for 93 cents on the dollar.  The bonds will give Berkshire
effective yields of more than 11%.

As reported in the Troubled Company Reporter on Oct. 11, 2007,
TXU Corp. completed its merger agreement with Texas Energy Future
Holdings Limited Partnership.  Under the terms of the merger
agreement, TXU shareholders are entitled to $69.25 in cash for
each share of TXU common stock held.  TEF is led by a group of
investors including Kohlberg Kravis Roberts & Co., Texas Pacific
Group and Goldman Sachs Capital Partners.  With the completion of
the merger, TXU Corp. has changed its name to Energy Future
Holdings Corp.  Shares of TXU common stock, which are listed on
the New York Stock Exchange and the Chicago Stock Exchange, ceased
trading at close of market on Oct. 10, 2007, and will be delisted.

Lehman Brothers, Citigroup and Morgan Stanley became equity
investors at closing.

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

Texas Competitive Electric Holdings Company LLC is the holding
company for TXU Corp.'s competitive businesses, Luminant and TXU
Energy, and was formerly known as TXU Energy Company LLC.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 24, 2007,
Fitch Ratings has published a credit analysis on Energy Future
Holdings Corp., formerly TXU Corp.  Fitch downgraded the long-term
Issuer Default Rating of TXU Corp. to 'B' from 'BB+' and took
various rating actions on its subsidiaries on Oct. 7, 2007.  The
Rating Outlook of EFH and its indirect subsidiaries is Stable.


ENTRAVISION COMM: Acquiring Mega Comm.'s WNUE-FM for $24 Million
----------------------------------------------------------------
Entravision Communications Corporation has entered into a
definitive agreement to acquire Spanish-language radio station
WNUE-FM serving the Orlando, Florida market from Mega
Communications for an aggregate purchase price of approximately
$24 million.  

Entravision is expected to begin operating the station on
Dec. 1, 2007 pursuant to a local marketing agreement between
Entravision and Mega Communications.

Entravision owns and operates television station WVEN-TV
Channel 26, a Univision affiliate and operates television station
WOTF-TV Channel 43, a Telefutura affiliate, serving the Orlando,
Florida market.  With the addition of radio station WNUE-FM,
Orlando will become Entravision's 11th market in which it owns
both radio and television assets.

"We are very excited about further strengthening our Orlando
cluster and increasing our leadership position in this fast
growing market," Walter F. Ulloa, Entravision's chairman and chief
executive officer, said.  "Given our existing media operations in
Orlando, we are confident that we can operate WNUE-FM more cost
efficiently, while maximizing cross-promotion
opportunities for advertisers."

                    About Mega Communications

Mega Communications is a privately-held broadcasting company which
owns and operates two successful radio properties serving the
Hispanic community in Tampa, Florida, WLCC-AM and WMGG-AM.

                 About Entravision Communications

Based in Santa Monica, California, Entravision Communications
Corporation (NYSE:EVC) -- http://www.entravision.com/-- is a   
diversified Spanish-language media company utilizing a combination
of television, radio and outdoor operations to reach Hispanic
consumers across the United States, well as the border markets of
Mexico.  Entravision is an affiliate group of both the top-ranked
Univision television network and Univision's TeleFutura network,
with television stations in 20 of the nation's top 50 Hispanic
markets.  The company also operates Spanish-language radio
stations, consisting of 47 owned and operated radio stations.  The
company's outdoor operations consist of approximately 10,400
advertising faces concentrated primarily in New York and Los
Angeles.

                         *     *     *

Moody's Investor Services placed Entravision Communications  
Corporation's bank loan debt and long term corporate family
ratings at 'Ba3' in September 2005.  The ratings still hold to
date with a stable outlook.


FDT ENTERPRISES: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------------
Lead Debtor: FDT Enterprises LLC
             10504 Angel Dreams Avenue
             Las Vegas, NV 89144

Bankruptcy Case No.: 07-17961

Type of Business: The Debtor is a real estate
                  investment firm.

Chapter 11 Petition Date: November 30, 2007

Court: District of Nevada (Las Vegas)

Judge: Bruce A. Markell

Debtor's Counsel: Christpher Patrick Burke, Esq.
                  218 S. Maryland Pky.
                  Las Vegas, NV 89101
                  Tel: (702) 385-7987
                  Fax: (702) 385-7986

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's Three Largest Unsecured Creditors:

   Entity                  Nature of Claim          Claim Amount
   ------                  ---------------          ------------

Countrywide Home Loans     1st and 2nd Mortgage;       $61,400
P.O.Box 650070             value of security:
Dallas, TX 75265           $1,010,000; value
                           of senior lien:
                           $6,511,89

EMC                        1st and 2nd Mortgage;       $58,297     
P.O. Box 293150            value of security:
Lewisville, TX 75029-3150  $245,000; value
                           of senior lien:
                           $234,832

SLS                        1st and 2nd Mortgage        $72,858
P.O.BOX 636005             value of security:       
Littleton, CO 80163        $255,000; value
                           of senior lien:
                           $206,438


FEDDERS CORP: Taps Devonshire Realty as Real Estate Broker
----------------------------------------------------------
Fedders Corp. and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
employ Devonshire Realty Ltd. dba Coldwell Banker Commercial
Devonshire Realty as their real estate broker.

Devonshire Realty is expected to:

   a) prepare and develop marketing materials for potential
      prospects interested in purchasing the property;

   b) develop, update and review with the Debtors on an ongoing
      basis a list of parties that indicated interest in
      purchasing the property;

   c) assist in evaluating proposals received regarding the sale
      of property;

   d) assist with the negotiation of the terms of purchase and
      sale agreements with proposed purchasers of the property;
      and

   e) perform any and all other real estate broker services
      related to the sale of property.

The Debtors tell the Court that the firm will be paid from
proceeds of the sale of property and will not be required to file
any fee application with the Court.  The Debtors say that the
firm will be paid under the terms of a listing agreement of the
broker commission.

Arthur J. Thoma, Jr., a broker at the firm, assures the Court that
his firm does not hold any interest adverse to the Debtors'
estates and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air      
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The U.S. Trustee for region 3
has appointed an Official Committee of Unsecured Creditors in this
case.  When the Debtors filed for protection from its creditors,
it listed total assets of $186,300,000 and total debts of
$322,000,000.

The company has production facilities in the United States in
Illinois, North Carolina, New Mexico, and Texas and
international production facilities in the Philippines, China
and India.


FELLOWS ENERGY: Earns $544,112 in Third Quarter Ended Sept. 30
--------------------------------------------------------------
Fellows Energy Ltd. reported net income of $544,112 for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$1,065,185 in the same period last year.  Results for the current
quarter include a $1,555,318 gain on sale of project.

For the three months ended Sept. 30, 2007, the company earned $-0-
from its Carbon County project, compared to $110,643 in revenue
for the three months ended Sept. 30, 2006.   This difference
relates to the sale of the Carbon County project effective June
2007.

For the three months ended Sept. 30, 2007, operating expense was
approximately $164,000, compared to $1,081,000 for the three
months ended Sept. 30, 2006.  Primarily the difference between the
two periods relates to reduced exploration and production costs
and lower general and administrative exenses.

The company incurred interest expense of $957,977 for the three
months ended Sept. 30, 2007, compared to $31,439 for the three
months ended Sept. 30, 2006.  Interest expense for the quarter
primarily consisted of amortized convertible debenture discount
and deferred debt issue costs in the amounts of $446,000 and
$435,000 respectively.

For the nine months ended Sept. 30, 2007, the company had no
further revenue earned after the sale of the Carbon County
project, which has been classified as discontinued operations, in
comparison to $454,484 in revenue for the nine months ended
Sept. 30, 2006.  Net loss increased to $4,075,223 for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$3,018,896 during the third quarter ended Sept. 30, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$6,080,778 in total assets, $5,991,074 in total liabilities, and
$89,704 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $443,409 in total current assets
available to pay $3,166,439 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25f5

                       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 Broomfield, Colorado, Fellows Energy Ltd. (FLWE.OB) --
http://www.fellowsenergy.com/-- is engaged in the exploration,  
extraction, processing and reclamation of coal bed methane,
natural gas, and oil projects in the western United States.  The
company was incorporated in the state of Nevada on April 9, 2001,
as Fuel Centers Inc.  On Nov. 12, 2003, the company changed its
name to Fellows Energy Ltd.


FORD MOTOR: Overall November 2007 U.S. Sales Up 0.4 Percent
-----------------------------------------------------------
Continued growth in crossover sales and increased demand for
hybrids, fuel-efficient cars and Ford's industry-exclusive SYNC
in-car connectivity technology drove Ford Motor Company's sales in
November.  Company sales totaled 182,951, up 0.4% versus a year
ago.  November marked the first sales increase following 12 months
of declines.

"It is encouraging to see our newest cars, crossovers, hybrids and
industry-first SNYC technology resonating with customers," Mark
Fields, president, The Americas, said.  "Continuing to deliver
more quality products that people really want and carefully
gauging customer demand in the months ahead will help ensure we
stay on track with our plan."

Consumer demand continues to grow for the all-new Ford Edge and
Lincoln MKX crossover utility vehicles.  Edge sales were 12,594
and Lincoln MKX sales were 3,360.   Total sales of crossover
utilities, including the redesigned Ford Escape, Ford Taurus X,
and Mercury Mariner were 33,271, up 119% compared with a year ago.  
Escape Hybrid and Mariner Hybrid models set November sales
records.

Sales of the new 2008 Ford Focus were up 18% compared with a year
ago.  Focus is one of 12 Ford, Lincoln and Mercury models equipped
with SYNC, an affordable, industry-exclusive in-car connectivity
technology that fully integrates most Bluetooth-enabled cell
phones and MP3 players into a customer's driving experience.

"All of our SYNC-equipped models are turning quickly," Mr. Fields
said.  "Affordable technology that integrates mobile communication
and entertainment devices appears to be resonating with consumers.  
Beyond that, SYNC appears to be changing opinions about Ford and
elevating consideration for our products and brands."

Ford Fusion and Mercury Milan also contributed to the company's
November sales increase.  Fusion sales were up 39% and Milan sales
increased 43%.

Lincoln continued its winning streak in November as retail sales
climbed 4%.  November marked the 14th straight month of higher
retail sales for the premium brand.  Total Lincoln sales in
November were down 7%, reflecting lower fleet sales.

In November, Ford, Lincoln and Mercury sales to individual retail
customers were 3% lower than a year ago.  Sales to daily rental
companies were down 6%, but sales to commercial fleet and
government customers were up 25%.

                   North American Production

In the first quarter of 2008, the company plans to produce 685,000
vehicles in North America.  This is the initial forecast of first
quarter production.  In the first quarter of 2007, the company
produced 740,000 vehicles.  Fourth-quarter 2007 production is
645,000 units, unchanged from the previously announced plan.

                        About Ford Motor

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

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

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.  
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.  
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the UAW.


GENERAL MOTORS: Overall November 2007 U.S. Sales Down 11 Percent
----------------------------------------------------------------
After three consecutive monthly increases, General Motors Corp.
dealers in the United States delivered 263,654 vehicles in
November, down 11% compared with a year ago, reflecting continuing
reductions in daily rental sales and softening industry demand.

GM's retail car deliveries increased, based on the strength of the
all-new Chevrolet Malibu, 2008 Cadillac CTS and fuel-efficient
Chevrolet Aveo, Cobalt, Pontiac G5 and G6.

"Integral to our strategy is to grow our share in the key car
segments," Mark LaNeve, GM North America vice president, Vehicle
Sales, Service and Marketing, said.  "The retail performance,
especially from the new Chevrolet Malibu and Cadillac CTS,
demonstrates the enthusiasm customers have for these outstanding
new vehicles.  The recognition of the 2008 CTS as Motor Trend's
Car of the Year reinforces what we are hearing from customers
about this phenomenal car.  And, not to be outdone, the new Malibu
is flying off dealer lots."

There were several bright spots in retail deliveries, led by brisk
sales in the economy, small, mid and luxury car segments and mid-
utility crossovers.  Chevrolet retail car sales were up more than
15%, Cadillac retail car sales, driven by a 48% increase in CTS
sales, were up more than 13% and Pontiac retail car sales were up
more than 8%.  Total retail deliveries were down 9.7%, largely due
to reduced availability of 2007 models after a strong sell-down in
September and October.

"The Malibu, CTS and Enclave have some of the fastest turn rates
in the industry," Mr. LaNeve added.  "We've added production
capacity at our Orion Assembly plant for Malibu to keep up with
growing demand and dealer orders."

Together, GM's mid-utility crossovers (Buick Enclave, Saturn
OUTLOOK and GMC Acadia) sold nearly 13,000 vehicles at retail.  
Saturn retail truck sales, driven by the OUTLOOK, were up more
than 35%.  Chevrolet HHR retail sales were up 60%.

The Pontiac and GMC divisions showed retail sales increases.

GM continued to reduce sales to daily rental fleets, down more
than 14,000 vehicles, or almost 29% compared with a year ago.
Total fleet sales were down 16%.

Retail sales for the month, as a percentage of total sales, showed
an increase of more than one percentage point (to 74% of total
sales) compared with a year ago.

Vehicle inventories were down 97,000 vehicles compared with year-
ago levels and stood at about 993,000 vehicles at the end of the
month.

                  Certified Used Vehicle Sales

November 2007 sales for all certified GM brands, including GM
Certified Used Vehicles, Cadillac Certified Pre-Owned Vehicles,
Saturn Certified Pre-Owned Vehicles, Saab Certified Pre-Owned
Vehicles, and HUMMER Certified Pre-Owned Vehicles, were 37,946
vehicles, down nearly 11% from last November.  Total year-to-date
certified GM sales are 479,946 vehicles, up 0.3% from the same
period last year.

GM Certified Used Vehicles, the industry's top-selling
manufacturer-certified used brand, posted 32,748 sales, down 10%
from last November.  Year-to-date sales for GM Certified Used
Vehicles are 421,190 vehicles, up 2% from the same period in 2006.

Cadillac Certified Pre-Owned Vehicles posted November sales of
3,227 vehicles, down 9% from last November.  Saturn Certified Pre-
Owned Vehicles sold 1,372 vehicles in November, up nearly 2%.  
Saab Certified Pre-Owned Vehicles sold 468 vehicles, down 54%, and
HUMMER Certified Pre-Owned Vehicles sold 131 vehicles, up 17%.

"While November was a challenging sales month for certified GM
brands, year-to-date GM Certified Used Vehicle sales are up 2%
through November and we're in a position to set a new industry
annual sales record for the manufacturer-certified category," Mr.
LaNeve said.

                            About GM

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 280,000 people around the world and manufactures cars and
trucks in 33 countries, including the United Kingdom, Germany,
France, Russia, Brazil and India.  In 2006, nearly 9.1 million GM
cars and trucks were sold globally under the following brands:
Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn and Vauxhall.  GM's OnStar subsidiary is the
industry leader in vehicle safety, security and information
services.  

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2007,
Moody's Investors Service affirmed its rating for General Motors
Corporation (B3 Corporate Family Rating, Ba3 senior secured, Caa1
senior unsecured and SGL-1 Speculative Grade Liquidity rating) but
changed the outlook to Stable from Positive.  In an environment of
weakening prospects for US auto sales GM has announced that it
will take a non-cash charge of $39 billion for the third quarter
of 2007 related to establishing a valuation allowance against its
deferred tax assets (DTAs) in the US, Canada and Germany.

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating and other ratings on General Motors Corp. and
removed them from CreditWatch with positive implications, where
they were placed Sept. 26, 2007, following agreement on the new
labor contract.  The outlook is stable.


GEORGIA CAROLINA: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Georgia Carolina Petroleum Co., Inc.
        361 Hancock Drive
        Ellijay, GA 30540

Bankruptcy Case No.: 07-22505

Type of Business: The Debtor sells petroleum products in
                  wholesale.  It also sells groceries, fuel and
                  oil in retail.

Chapter 11 Petition Date: November 30, 2007

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Harmon T. Smith, Jr.
                  P.O. Box 1276
                  Gainesville, GA 30503
                  Tel: (770) 536-1313

Estimated Assets: $1 Million to $100 Million

Estimated Debts:      $100,000 to $1 Million


Debtor's 11 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Citgo Petroleum Corp.          $234,349
C/O J. Christopher Simpson
One Sec Centre, Suite 300
3490 Piedmond Road
Atlanta, GA 30305

Georgia Department Of Revenue  $90,865
1800 Century Boulevard
Atlanta, GA 30348

Georgia Lottery Corpo.         $75,027
C/O William R. Jenkins
P.O. Box 43348
Atlanta, GA 30336

Florida Rock & Tank Line, Inc. $25,125

H.T. Hackney                   $15,159

Estes Equipment Co.            $9,148

W.R. Hess Co.                  $4,077

Atlanta Coca-Cola              $3,924

Atlanta Fuel Co.               $2,427

Pepsi Bottling Co.             $2,406

Appalachian Waste Systems      $2,125


GLOBAL REALTY: Posts $3.6 Million Net Loss in Third Quarter
-----------------------------------------------------------
Global Realty Development Corp. reported a net loss of
$3.6 million for the third quarter ended Sept. 30, 2007, compared
with net income of $624,832 in the same period last year.

Revenues of $651,922 for the three month period ended Sept. 30,
2007, as compared to $1.4 million for the three month period ended
Sept. 30, 2006, reflect the results principally from the sale of
property.  Revenues for the three months ended Sept. 30, 2006,
consisted primarily of recovery of previously provided provision
of $1.38 million.

Expenses from operations were $1.1 million for the three month
period ended Sept. 30, 2007, as compared with $543,832 for the
respective prior year period.  The increase is due primarily to
the acquisition of SMS Text Media and increased operations of the
TFM Group.

Results for the third quarter of 2007 include other expense of
$1.6 million as a result of a change in value of derivatives and  
interest expense on derivatives of $448,708.

Revenues were $11.6 million for the nine month period ended
Sept. 30, 2007, as compared to $6.0 million for the nine month
period ended Sept. 30, 2006.

During the nine month period ended Sept. 30, 2007, the company had
a net loss of $5.7 million as compared to a net loss of
$1.4 million for the nine month period ended Sept. 30, 2006.

At Sept. 30, 2007, the company's consolidated financial statements
showed $46.6 million in total assets, $32.5 million in total
liabilities, and $14.1 million in total shareholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25ed

                             Liquidity

Cash and cash equivalents increased $45,901 to $156,860 during the
nine months ended Sept. 30, 2007.  For the 9 month period of 2007,
the company had limited operating abilities, and, as a result, had
negative cash flow from operations.  The company sold a property
on Jan. 5, 2007, which resulted in approximately $5.3 million in
net cash flow.  The company used $2.6 million of these funds to
pay the Sapphire Note.  The company is seeking to raise additional
financing through private equity financing for the purposes of
acquiring entertainment related companies; financing existing
entertainment related projects; acquisition of Pachinko parlors
and further development of its existing properties.  The company
also intends to sell all of its Australian real estate  
subsidiaries to increase cash flows.   

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 20, 2007,
Meyler & Company LLC raised substantial doubt about Global Realty
Development Corp.'s ability to continue as a going concern after
auditing the company's financial statements as of Dec. 31, 2006,
and 2005.  The auditing firm pointed to the company's net losses
of $6.9 million and $16.1 million for the years ended Dec. 31,
2006 and 2005, respectively.

                       About Global Realty

Headquartered in Coral Springs, Fla., Global Realty Development
Corp. (OTC BB: GRLY) -- http://www.grdcorporation.com/-- is an  
international land development company operating through various
real estate development subsidiaries.  Global recently acquired
MJD Films and the majority interest in the TFM Group and is now
focused on pursuing opportunities in the entertainment and gaming
industry.


HEWITT'S ISLAND: Moody's Rates $10.3 Million Class E Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned these ratings to Notes issued
by Hewitt's Island CLO I-R, Ltd.:

    (1) Aaa to the $195,850,000 Class A First Priority Senior
        Secured Floating Rate Notes Due 2019;

    (2) Aa2 to the $15,700,000 Class B Second Priority Senior
        Secured Floating Rate Notes Due 2019;

    (3) A2 to the $11,250,000 Class C Third Priority Senior
        Secured Deferrable Floating Rate Notes Due 2019;

    (4) Baa2 to the $9,900,000 Class D Fourth Priority Mezzanine
        Secured Deferrable Floating Rate Notes Due 2019; and

    (5) Ba2 to the $10,300,000 Class E Fifth Priority Mezzanine
        Secured Deferrable Floating Rate Notes Due 2019.

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 ratings reflect the risks due to the diminishment of cash flow
from the underlying portfolio consisting of Loans, Synthetic
Securities, and Senior Secured Floating Rate Notes due to
defaults, the transaction's legal structure and the
characteristics of the underlying assets.

CypressTree Investment Management, LLP will manage the selection,
acquisition and disposition of collateral on behalf of the Issuer.


IPOFA WEST: Court Appoints Joseph Luzinski as Chapter 11 Trustee
----------------------------------------------------------------
At the behest of GCCFC 2006-GG7 Westheimer Mall LLC, a creditor,
the U.S. Bankruptcy Court for the Eastern District of Virginia
appointed Joseph J. Luzinski as chapter 11 trustee in IPofA West
Oaks Mall L.P. and its debtor-affiliates' bankruptcy cases.

As the Debtors' Chapter 11 Trustee, Mr. Luzinski is expected,
among others, to liquidate the Debtors' estate.

                 Need for a Chapter 11 Trustee

GCCFC said in its motion that Edward H. Okun, the Debtors'
appointed managing representative, attempts to abdicate his
fiduciary duties to the Debtors and their creditors by assigning,
without approval of the Court, his indirect ownership interest in
the Debtors.

GCCFC explained that the proposed assignment, is an attempt by Mr.
Okun to satisfy his alleged personal obligations to third parties.  
GCCFC noted that Mr. Okun seeks to make the assignments in direct
contravention of the anti-assignment provisions contained in the
governing loan documents and the applicable organizational
documents of the Debtors and certain other non-Debtor entities.

Absent Court approval, such assignment violates the automatic
stay, GCCFC argued.

GCCFC added that Mr. Okun's personal conflicts have rendered him
unable to fulfill his fiduciary obligations owed to creditors to
act as an independent fiduciary representative.

Consequently, GCCFC averred, the immediate appointment of a
Chapter 11 trustee is imperative.  Absent such appointment, the
Debtors' creditors are left with no one to mind the shop.

                         About IPofA West

Based in Richmond, Virginia, IPofA West Oaks Mall, L.P., and its
two affiliates, IPofA West Oaks LeaseCo, and IPofA WOM Master
LeaseCo, L.P., own a regional shopping mall commonly known as West
Oaks Mall and located at 1000 West Oaks Mall, Houston in Harris
County, Texas.  The Property contains total gross leaseable area
of 1,078,829 square feet, situated on approximately 100 acres and
is currently occupied by approximately 100 retail tenants.

The Debtors filed for Chapter 11 protection on Oct. 2, 2007
(Bankr. E.D. Va. Lead Case No. 07-336490.  Richard D. Scott, Esq.,
at LeClair Ryan represents the Debtors.  When the Debtors filed
for bankruptcy, they disclosed assets and debts between $1 million
and $100 million.

Edward H. Okun, the Debtors' appointed managing representative, is
also the owner of The 1031 Tax Group LLC and its affiliates.  
Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group  
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through 07-
11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

On Oct. 11, 2007, the New York Bankruptcy Court approved an
agreement entered into by The 1031 Tax Group, its Official
Committee of Unsecured Creditors, and Mr. Okun.  The agreement
provided for the transfer of all of Mr. Okun's assets to The 1031
Tax Group.  

On Oct. 25, 2007, Gerard A. McHale, Jr. was appointed as Chapter
11 trustee for The 1031 Tax Group.  Mr. Mchale then averred that
included in the transfer agreement are three entities controlled
by Mr. Okun, namely, the IPofA debtors.


IPOFA WEST: Chapter 11 Trustee Taps Willcox Savage as Counsel
-------------------------------------------------------------
Joseph J. Luzinski, the Chapter 11 Trustee appointed in IpofA West
Oaks Mall LP and its debtor-affiliates' bankruptcy cases, ask the
United States Bankruptcy Court for the Eastern District of
Virginia for permission to employ Willcox & Savage P.C., as his
counsel.

Willcox & Savage will:

   a) assist the Trustee in his investigation of the acts,
      conduct, liabilities and financial matters of the Debtors;

   b) make recommendations concerning and bring causes of action
      which may benefit the Debtors' bankruptcy estates; and

   c) perform all other services which the Trustee may determine
      to be in the best interest of the estate.

The firm's professionals and their compensation rates are:

      Designations                Hourly Rates
      ------------                ------------
      Ross C. Reeves, Esq.            $360
      John D. McIntyre, Esq.          $300
      Laura C. Pyle, Esq.             $175
      Nora Walsh                       $85

Mr. McIntyre assures the Court that his firm does not hold any
interest adverse to the Debtors' estate and is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Mr. McIntyre can be reached at:

      John D. McIntyre, Esq.
      Willcox & Savage, P.C.
      One Commercial Place, Suite 1800
      Norfolk, Virginia 23510
      Tel: (757) 628-5500
      Fax: (757) 628-5566

                         About IPofA West

Based in Richmond, Virginia, IPofA West Oaks Mall, L.P., and its
two affiliates, IPofA West Oaks LeaseCo, and IPofA WOM Master
LeaseCo, L.P., own a regional shopping mall commonly known as West
Oaks Mall and located at 1000 West Oaks Mall, Houston in Harris
County, Texas.  The Property contains total gross leaseable area
of 1,078,829 square feet, situated on approximately 100 acres and
is currently occupied by approximately 100 retail tenants.

The Debtors filed for Chapter 11 protection on Oct. 2, 2007
(Bankr. E.D. Va. Lead Case No. 07-336490.  Richard D. Scott, Esq.,
at LeClair Ryan represents the Debtors.  When the Debtors filed
for bankruptcy, they disclosed assets and debts between $1 million
and $100 million.

Edward H. Okun, the Debtors' appointed managing representative, is
also the owner of The 1031 Tax Group LLC and its affiliates.  
Headquartered in Richmond, Virginia, The 1031 Tax Group LLC --
http://www.ixg1031.com/-- is a privately held consolidated group  
of qualified intermediaries created to service real property
exchanges under Section 1031 of the Internal Revenue Code.  The
company and 15 of its affiliates filed for Chapter 11 protection
on May 14, 2007 (Bankr. S.D.N.Y. Case No. 07-11447 through 07-
11462).  Paul Traub, Esq., Norman N. Kinel, Esq., and Steven E.
Fox, Esq., at Dreier LLP, represent the Debtors in their
restructuring efforts.  Thomas J. Weber, Esq., Melanie L.
Cyganowski, Esq., and Allen G. Kadish, Esq., at Greenberg Traurig,
LLP, represent the Official Committee of Unsecured Creditors.  As
of Sept. 30, 2007, the Debtors had total assets of $164,231,012
and total liabilities of $168,126,294, resulting in a total
stockholders' deficit of $3,895,282.

On Oct. 11, 2007, the New York Bankruptcy Court approved an
agreement entered into by The 1031 Tax Group, its Official
Committee of Unsecured Creditors, and Mr. Okun.  The agreement
provided for the transfer of all of Mr. Okun's assets to The 1031
Tax Group.  

On Oct. 25, 2007, Gerard A. McHale, Jr. was appointed as Chapter
11 trustee for The 1031 Tax Group.  Mr. Mchale then averred that
included in the transfer agreement are three entities controlled
by Mr. Okun, namely, the IPofA debtors.


IXIS Real: Moody's Lowers Ratings on Seven Tranches
---------------------------------------------------
Moody's Investors Service downgraded the ratings of seven tranches
and has placed under review for possible downgrade the ratings of
three tranches from one transaction issued under the IXIS Real
Estate Capital Trust shelf.  Additionally, one downgraded tranche
remains on review for possible downgrade.  The collateral backing
these classes consists of primarily first lien, fixed and
adjustable-rate, subprime mortgage loans.

Moody's has applied its published methodology updates as of July
13th, 2007 to the non delinquent portion of the transactions.
Collateral backing these transactions is also experiencing higher
than anticipated rates of delinquency, foreclosure, and REO
relative to credit enhancement levels.

Complete List of Rating Actions:

Issuer: IXIS Real Estate Capital Trust 2007-HE1

  * Cl. M-1, Currently Aa1, on review for possible downgrade,
  * Cl. M-2, Currently Aa2, on review for possible downgrade,
  * Cl. M-3, Currently Aa3, on review for possible downgrade,
  * Cl. M-4, Downgraded to Baa3, previously A1,
  * Cl. M-5, Downgraded to Ba2, previously A2,

  * Cl. M-6, Downgraded to B3* on review for possible further
    downgrade, previously A3,

  * Cl. B-1, Downgraded to Ca, previously Baa1,
  * Cl. B-2, Downgraded to C, previously Baa2,
  * Cl. B-3, Downgraded to C, previously Baa3,
  * Cl. B-4, Downgraded to C, previously Ba1.


JAMES RIVER: UBS Investment Will Purchase Add'l 675,000 Shares
--------------------------------------------------------------
James River Coal Company disclosed that UBS Investment Bank has
exercised the over-allotment option granted by the company in
connection with the public offering of its common stock and, as a
result, will purchase an additional 675,000 shares of the
company's common stock.

Including the over-allotment shares, the offering totaled
5,175,000 shares of the company's common stock, resulting in net
proceeds to the company of approximately $32.6 million, after
payment of the underwriting discount, but excluding estimated
offering expenses.

A written prospectus may be obtained, when available, from sales
representatives of:

     UBS Securities LLC
      Attn: Prospectus Department
     299 Park Avenue
     New York, NY 10171
     Tel (212)-821-3884

After the exercise of the over-allotment there will be
approximately 21,911,727 shares of the company's common stock
outstanding.

Headquartered in Richmond, Virginia, James River Coal Company
(NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines,    
processes and sells bituminous steam and industrial-grade coal
primarily to electric utility companies and industrial customers.  
The company's mining operations are managed through six operating
subsidiaries located throughout eastern Kentucky and in southern
Indiana.

                          *     *     *

James River Coal Co. still carries Standard & Poor's "CCC"
corporate credit rating.  The outlook remains negative.


K-SEA TRANSPORTATION: Moody's Holds B1 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service confirmed its debt ratings of K-Sea
Transportation Partners, L.P.; Corporate Family of B1; Speculative
Grade Liquidity Rating of SGL-3. Moody's also changed the outlook
to stable.  This concludes the review for downgrade Moody's
initiated on June 27, 2007.

The confirmation of the ratings follows the closing of the
acquisitions of Smith Maritime, Ltd. and Sirius Maritime, LLC
(each not rated, together "Smith") for $203 million with no
degradation in the credit profile.  K-Sea funded over 50% of the
purchase price with new common equity.  The combination of Smith's
superior margins and the high proportion of equity funding allow
K-Sea to maintain credit metrics in line with pre-acquisition
levels.  Smith's West Coast footprint provides scale to the
operations acquired in the October 2005 acquisition of Sea Coast
Towing.  Other benefits include greater diversification of
revenues and earnings, a strong position in the Hawaii coast-wise
market, and expansion of the customer base.

The B1 Corporate Family rating reflects K-Sea's market-leading
position in its market sector.  Predictability of revenue from
high contract coverage of a tenured, large oil company customer
base and K-Sea's track record of stability of operations in its
niche tug/barge shipping segment support the ratings as do the
protective features of the U.S. Jones Act.  The rating is tempered
by expectations of very low retained cash flow, due to
distributions required by the Master Limited Partnership
structure.  Recurring large capital expenditures because of K-
Sea's fleet modernization program exceed retained cash flow,
requiring these investments to be funded with debt.  However,
expectations of strong operating margins and leverage of about 4.0
times balance the weak free cash flow profile and support the B1
rating. Liquidity is adequate.  K-Sea utilizes a significant
majority of the $200 million revolver to finance vessels and to
fund quarterly MLP distributions.

The stable outlook reflects Moody's expectation that demand for
the petroleum products K-Sea carries will remain strong over the
intermediate term, in step with expected supportive consumer
demand and high U.S. refinery utilization rates.  As well, the
threat of new entrants or penetration of fixed pipelines in K-
Sea's markets is relatively low.  This should offer steady demand
from the contracted customer base, and should facilitate
continuing generation of a sizeable level of funds from
operations. K-Sea also has demonstrated the ability to maintain
the B1 profile while more than doubling its size since 2005.  The
outlook may be changed to negative if one or more of the top five
customers were lost unexpectedly, and not quickly replaced, if the
operating margin was to decline below 12% or if funds from
operations ("FFO") were to fall below $45 million.  This level of
FFO leaves little margin to cover the expected level of MLP
distributions in fiscal 2008.  Debt to EBITDA being sustained
above 5.0 times or EBIT to Interest being sustained below 1.7
times could also result in a downgrade.  An upgrade could follow
Debt to EBITDA being sustained below 3.0 times or EBIT to Interest
being sustained above 3.0 times.  The demonstrated ability to
sustain positive free cash flow, which is not expected until
completion of the fleet modernization program, could also result
in an upgrade of the ratings.

Confirmations:

Issuer: K-Sea Transportation Partners L.P.

   * Corporate Family Rating, Confirmed at B1
   * Speculative Grade Liquidity Rating, Confirmed at SGL-3

Outlook Actions:

Issuer: K-Sea Transportation Partners L.P.

   * Outlook, Changed To Stable From Rating Under Review

K-Sea Transportation Partners L.P. headquartered in East
Brunswick, New Jersey is a leading provider of marine
transportation of refined petroleum products in the United States.  
With a carrying capacity of about 4.3 million barrels, K-Sea
currently operates the largest U.S. Jones Act fleet of coastwise
tank vessels smaller than 30,000 Deadweight tons.  The company's
fleet numbers 73 tank barges, 58 tugboats and 1 tanker.


KIM HEINZ: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Kim Arthur Heinz
             121 West Jones Street
             Savannah, GA 31401

Bankruptcy Case No.: 07-41951

Chapter 11 Petition Date: November 30, 2007

Court: Southern District of Georgia

Debtor's Counsel: Richard C. E. Jennings, Esq.
                  Law Offices Of Skip Jennings, PC
                  115 W. Oglethorpe Ave.
                  Savannah, GA 31401
                  Tel: (912) 234-6872
                  Fax: (912) 236-7549

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Lavon Heinz                    personnal loan           $50,000
84250 India Springs Dr. #258
Indio, CA 92203

Wells Fargo Nat'l Business     unsecured loan           $11,763
Banking Centr
P.O. Box 340214
Sacramento, CA 95834

American Express - Blue         credit card             $10,000
P.O. Box 7863
Fort Lauderdale, FL 33329-7863

Internal Revenue Service                                 $5,800

FIA Card Services               credit card              $6,771

Citi Bank                       credit card              $4,000


LB-UBS COMMERCIAL: Fitch Puts Low-B Ratings on Six Cert. Classes
----------------------------------------------------------------
Fitch rates LB-UBS Commercial Mortgage Trust 2007-C7, commercial
mortgage pass-through certificates as:

   -- $19,000,000 Class A-1 'AAA';
   -- $194,000,000 Class A-2 'AAA';
   -- $74,000,000 Class A-AB 'AAA';
   -- $1,667,052,000 Class A-3 'AAA';
   -- $265,119,000 Class A-1A 'AAA';
   -- $317,024,000 Class A-M 'AAA';
   -- $269,471,000 Class A-J 'AAA';
   -- $1,456,008,000 Class X-CP* 'AAA';
   -- $1,585,122,463 Class X-W* 'AAA';
   -- $1,585,122,463 Class X-CL* 'AAA';
   -- $47,554,000 Class B 'AA+';
   -- $35,665,000 Class C 'AA';
   -- $23,777,000 Class D 'AA-';
   -- $27,740,000 Class E 'A+';
   -- $15,851,000 Class F 'A';
   -- $31,702,000 Class G 'A-';
   -- $27,740,000 Class H 'BBB+';
   -- $23,777,000 Class J 'BBB';
   -- $27,739,000 Class K 'BBB-';
   -- $19,814,000 Class L 'BB+';
   -- $11,889,000 Class M 'BB';
   -- $11,888,000 Class N 'BB-';
   -- $3,963,000 Class P 'B+';
   -- $3,963,000 Class Q 'B';
   -- $3,963,000 Class S 'B-'.

* Notional Amount and Interest Only.

The $47,553,927 Class T was not rated by Fitch.

Classes A-1, A-2, A-AB, A-3, A-1A, A-M, A-J, X-CP, X-W, B, C, D,
E, and F are offered publicly, while classes X-CL, G, H, J, K, L,
M, N, P, Q, S, 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 100
fixed rate loans having an aggregate principal balance of
approximately $3,170,244,927, as of the cutoff date.


LEGACY COMMS: Sept. 30 Balance Sheet Upside-Down by $2,622,580
--------------------------------------------------------------
Legacy Communications Corp.'s consolidated balance sheet at
Sept. 30, 2007, showed $1,917,030 in total assets and $4,539,610
in total liabilities, resulting in a $2,622,580 total
stockholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $17,265 in total current assets
available to pay $4,517,059 in total current liabilities.

The company reported a net loss of $155,305 on total revenue of
$9,385 for the third quarter ended Sept. 30, 2007, compared with
net income of $681,099 on $-0- of revenue in the same period last
year.

For the first nine-months ended Sept. 30, 2007, the company
reported net income of $645,016, compared with net income of
$611,323 in the same period ended Sept. 30, 2006.

Total revenue for the nine months ended Sept. 30, 2007, increased  
to $1,899,295 compared to $888,776 for the nine months ended
Sept. 30, 2006.  Total revenue for the first nine months of fiscal
2007 consisted primarily of gains from the sale of radio station
KBET(AM), Winchester, Nev. in the amount of $1,886,349 in the
quarter ended March 30, 2007.  Total Revenue for the first nine
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.  

Operating Expenses for the nine months ended Sept. 30, 2007,
decreased to $773,012 compared to $1,065,833 for the nine months
ended Sept. 30, 2006.  

Results for the first nine months of fiscal 2006 included a gain
on debt settlement in the amount of $1,040,876.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25ef

                       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.

Net income reported through Sept. 30, 2007, was due to gain on
sale of assets.  Revenues have not been sufficient to cover its
operating costs and to allow it to continue as a going concern.

                   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.


LEHMAN MORTGAGE: Fitch Rates Four Certificate Classes at Low-B
--------------------------------------------------------------
Fitch rates Lehman Mortgage Trust $637.5 million mortgage pass-
through certificates, series 2007-10, as:

Group 1 Certificates

   -- $242.9 million classes 1-A1, 1-A2, 1-A3, 2-A1 through
      2-A12, AP1, AX1 and R (senior certificates) 'AAA';

   -- $4.2 million class 1B1 'AA';

   -- $1.9 million class 1B2 'A';

   -- $0.8 million class 1B3 'BBB';

   -- $1.0 million class 1B4 'BB';

   -- $0.5 million class 1B5 'B'.

Group 2 Certificates

   -- $336.4 million classes 3-A1 through 3-A13, 4-A1 through
      4-A5, AP2, AP3, AP4 and AX3 (senior certificates) 'AAA';

   -- $30.5 million class 2B1 'AA';

   -- $7.6 million class 2B2 'A';

   -- $3.3 million class 2B3 'BBB';

   -- $5.7 million class 2B4 'BB';

   -- $2.7 million class 2B5 'B'.

The 'AAA' rating on the Group 1 senior certificates reflects the
3.50% total credit enhancement provided by the 1.65% class 1B1,
the 0.75% class 1B2, the 0.30% class 1B3, the privately offered
0.40% class 1B4, the privately offered 0.20% class 1B5, and the
non-rated, privately offered 0.20% class 1B6.

The 'AAA' rating on the Group 2 senior certificates reflects the
14.00% total credit enhancement provided by the 7.80% class 2B1,
the 1.95% class 2B2, the 0.85% class 2B3, the privately offered
1.45% class 2B4, the privately offered 0.70% class 2B5, and the
non-rated, privately offered 1.25% class 2B6.

Fitch believes that the amount of credit enhancement will be
sufficient to cover credit losses.  In addition, the ratings
reflect the quality of the mortgage collateral, the strength of
the legal and financial structures, the master and primary
servicing capabilities of Aurora Loan Services LLC (rated 'RMS1-'
and 'RPS2+' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as offered certificates.
Classes 1-A3, 2-A1, 2-A5 through 2-A8, 2-A10, 3-A1, 3-A2, 3-A7, 3-
A9, 3-A11, 4-A1, 4-A5 and AP4 are the exchangeable certificates.  
The remainder of the classes are regular certificates.

The Group 1 mortgage pool consists of 406 conventional, fixed-
rate, fully amortizing and balloon, first-lien residential
mortgage loans, substantially all of which have original terms to
maturity of 360 months.  As of the cut-off date, Nov. 1, 2007, the
mortgages have an aggregate principal balance of approximately
$251,738,082 and an average principal balance of $620,044.  The
mortgage loans have a weighted average original loan-to-value
ratio (OLTV) of 73.15%, a weighted average coupon (WAC) of 6.781%,
and a weighted average FICO score of 751.  The states that
represent the largest geographic concentrations are California
(34.91%), New York (6.23%), and Florida (6.23%).

The Group 2 mortgage pool consists of 1,676 conventional, fixed-
rate, fully amortizing and balloon, first-lien residential
mortgage loans, substantially all of which have original terms to
maturity of 360 months.  As of the cut-off date, Nov. 1, 2007, the
mortgages have an aggregate principal balance of approximately
$391,186,453 and an average principal balance of $233,404.  The
mortgage loans have a weighted average OLTV ratio of 78.12%, a WAC
of 7.181%, and a weighted average FICO score of 698.  The states
that represent the largest geographic concentrations are
California (14.45%), Florida (9.97%), and New York (9.50%).

The mortgage loans were primarily originated by American Home
Mortgage Corp. (54.59% of the mortgage pool) and Lehman Brothers
Bank, FSB (35.26% of the mortgage pool).  The remainder of the
mortgage loans were originated by various other banks, savings and
loans and other mortgage lending institutions, none of which
originated more than 10% of the mortgage pool.  The mortgage loans
were acquired by Lehman Brothers Holdings Inc.  and subsequently
sold to Structured Asset Securities Corporation.  Structured Asset
Securities Corporation deposited the loans into the trust, which
issued the certificates, representing beneficial ownership of the
trust. U.S. Bank National Association (rated 'AA-/F1+' by Fitch)
will act as trustee for this transaction.  For federal income tax
purposes, elections will be made to treat the trust as separate
multiple real estate mortgage investment conduits.


LENNAR CORP: Sells 11,000 Home Sites to Morgan Stanley for $525MM
-----------------------------------------------------------------
Lennar Corporation and Morgan Stanley Real Estate, an affiliate of
Morgan Stanley & Co., Inc., have formed a strategic land
investment venture to acquire, develop, manage and sell
residential real estate.  Concurrent with its formation, the new
investment venture acquired a diversified portfolio of land from
Lennar.

The properties acquired by the new entity consist of approximately
11,000 homesites in 32 communities located throughout the country.  
The land portfolio includes a mix of raw land well as partially
and fully developed homesites in both active and future
communities.  The communities are located in California, Colorado,
Florida, Illinois, Maryland, Massachusetts, Nevada and New Jersey.

Lennar acquired a 20% ownership interest and 50% voting rights in
the investment venture.  As of Sept. 30, 2007, the acquired
properties had a net book value of approximately $1.3 billion and
the sales price was $525 million.

Lennar will manage the land investment venture's operations and
will receive fees for its services.  It will also receive
disproportionate distributions to the extent the investment
venture exceeds financial targets.  

As a part of the transaction, Lennar entered into option
agreements and rights of first offer providing Lennar the
opportunity to purchase certain finished homesites at current
market values at the time of exercise from the investment venture.

"We are very pleased to expand our long-standing relationship with
Morgan Stanley," Stuart Miller, president and chief executive
officer of Lennar Corporation said.  "The combined expertise and
resources provided by the Lennar/Morgan Stanley team will allow us
to maximize the value of this portfolio and provide a footprint to
capitalize on inefficiencies in the residential real estate
market.  This transaction provides us with increased liquidity and
flexibility at an opportune time."

Citigroup Global Markets Realty Corp. acted as sole lead arranger
for the non-recourse acquisition financing to the investment
venture. Morgan Stanley acted as financial advisor to Morgan
Stanley Real Estate.

                About Morgan Stanley Real Estate

Morgan Stanley Real Estate -- www.morganstanley.com/realestate/ --
is comprised of three major global businesses: investing, banking
and lending.  Since 1991, Morgan Stanley Real Estate has acquired
$158.1 billion of real estate assets worldwide and currently
manages $88.3 billion in real estate assets on behalf of its
clients.  Investment banking services for real estate clients
include advice on strategy, mergers, acquisitions and
restructurings, well as underwriting public and private debt and
equity financings.  Morgan Stanley has offered approximately
$199.6 billion of CMBS through the capital markets since 1997,
including $36.1 billion through the third quarter of 2007.

                        About Lennar Corp.

Headquartered in Miami, Florida, Lennar Corporation (NYSE: LEN and
LEN.B) -- http://www.lennar.com/-- founded in 1954, builds  
affordable, move-up and retirement homes primarily under the
Lennar brand name.  Lennar's Financial Services segment provides
primarily mortgage financing, title insurance, and closing
services for both buyers of the company's homes and others.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 6, 2007,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Lennar Corp. to 'BB+' from
'BBB'.  The rating actions affect approximately $2.2 billion of
senior unsecured notes.  Concurrently, S&P lowered the commercial
paper rating to 'B' from 'A-3'.  The outlook remains negative.


LEVITZ FURNITURE: Committee Balks at Use of GECC's Cash Collateral
------------------------------------------------------------------
The Official Committee of Unsecured Creditors states that the
adequate protection measures and waiver by PLVTZ Inc., dba Levitz
Furniture Inc., of its statutory rights in U.S. Bankruptcy Court
for the Southern District of New York's cash collateral order are
neither justified nor necessary to protect General Electrical
Capital Corporation and YA Global Investments, LP -- Yorkville,
says Jay R. Indyke, Esq., at Cooley Godward Kronish LLP, the
Committee's proposed counsel.
                                                                              
  
The Debtor's proposed bid procedures have been specifically
tailored to preserve and dispose of the prepetition collateral at
lightning speed, while neutralizing or minimizing any diminution
in value, for the sole benefit of GECC and Yorkville, Mr. Indyke
contends.

In exchange for providing access to minimal financing in order to
liquidate their own collateral, Mr. Indyke says, the Cash
Collateral Order provides a host of benefits to GECC and
Yorkville at the expense of other creditors, including:

   * GECC and Yorkville would receive, among other things,
     replacement liens not only on the Prepetition Collateral,      
     but also on previously unencumbered assets like the
     Debtor's leasehold interests and the sale of augmented
     inventory; and

   * GECC would also receive a superpriority administrative
     expense claim which could effectively give GECC the right to
     receive proceeds of the Debtor's Chapter 5 causes of action,
     leasehold interests and the sale of augmented inventory.

According to Mr. Indyke, the cash collateral order contains a
waiver by the Debtor of its rights to reimbursement for
preserving and disposing of prepetition collateral, which would
unfairly impose the expense of preserving and disposing of GECC's
and Yorkville's collateral on the cash-strapped estate, rather
than on GECC and Yorkville.

The benefits to GECC and Yorkville in the cash collateral order
cannot be reconciled with the equities of the Debtor's bankruptcy
cases, Mr. Indyke asserts.
                                                                              
          
GECC admitted that, as of the bankruptcy filing, it was likely
oversecured on the Debtor's inventory alone, Mr. Indyke notes.  
Hence, GECC does not require or deserve the sweeping adequate
protection the Debtor requests.

"On the other hand, it is doubtful Yorkville is entitled to any
adequate protection whatsoever," Mr. Indyke says.

By any estimation, he adds, the outstanding indebtedness of
Yorkville is likely significantly undersecured.  Yorkville should
not be permitted to improve its position by obtaining "adequate
protection" that in reality grants it a lien on previously
unencumbered assets, thereby giving its deficiency claim
unjustified priority over other unsecured claims.

Against this backdrop, the Creditors Committee asks the Court to
sustain its objection, and modify the cash collateral order.

                 Irvine and Sanderson's Objection

Two landlords object to the Court's cash collateral order:

   (a) Sanderson J. Ray - Spectrum V Partners, the landlord of
       the Debtor's facility located at 16181 Lake Forest Drive,
       Irvine, California; and

   (b) The Irvine Company, the landlord of the Debtor's facility
       located at 13732 Jamboree Road, Irvine, California.

Counsel for Irvine and Sanderson, David B. Shemano, Esq., at
Peitzman, Weg & Kempinsky, LLP, relates that at a hearing held on
Nov. 20, 2007, certain landlords requested that the Debtor's
secured lenders be surcharged if the Debtor did not have the
resources to make the payments.

According to Mr. Shemano, the Court reserved judgment on the
issue, pending a hearing on Nov. 29, 2007, on the Debtor's
cash collateral request.

"It is is imperative that the landlords' request for assurance of
payment from the secured creditors should be granted," contends
Mr. Shemano.

The Bankruptcy Code is designed to protect the legitimate
interests of competing constituencies, including landlords, Mr.
Shemano explains.  If a debtor wants to operate at leased
property during Chapter 11, Section 365(d)(3) of the Bankruptcy
Code requires that the debtor pay timely rent.  If the debtor
cannot pay timely rent, it must reject the lease and surrender
the property.

If a secured creditor's collateral is located at the property,
the secured creditor has the right to step into the shoes of the
debtor and pay timely rent in order to liquidate its collateral,
Mr. Shemano clarifies.

"What the Bankruptcy Code does not permit is for the debtor to
operate at the property to liquidate the secured creditor's
collateral, but for neither the debtor not the secured creditor
to pay the rent," Mr. Shemano states.

Hence, Irvine and Sanderson reserve their rights with respect to
both the Debtor's proposed bidding procedures and Cash Collateral
Request, pending the results of the Auction.

                    YA Global Demands Protection

Yorkville does not object to the Debtor's use of its cash
collateral or to the protections afforded GECC under the interim
order issued by the Court, Jeffrey A. Marks, Esq., at Squire,
Sanders & Dempsey LLP tells Judge Gerber.  However, Yorkville
submits that as a creditor secured by liens on the Debtor's
personal property, it is entitled to protections beyond those
afforded in the Interim Order.

A mere 92 days before the Debtor's Chapter 11 filing amidst an
"immediate liquidity crisis", Yorkville loaned to the Debtor
$22,000,000 in "new money" on a secured basis, Mr. Marks relates.
However, Yorkville's loan and security interest are contractually
subordinated to GECC's loan and security interest, he says.

The rights granted to GECC in the Interim Order, particularly,
priorities and protections against deterioration in collateral
position, are of equal or greater importance to Yorkville than to
GECC's, Mr. Marks asserts.  Yorkville's secured position is at
greater risk than GECC's, and thus Yorkville is similarly
entitled to the same protection, he says.
                                                                              
       
In many instances, Mr. Marks continues, the interim order fails
to recognize Yorkville's need for, and legal entitlement to, the
protections, while enabling the Debtor to use and sell
Yorkville's collateral.  Yorkville should also get the benefit of
the other limitations with respect to the carve out and the other
rights granted to GECC,  Mr. Marks tells the Court.

For these reasons, Yorkville asks the Court to enter an order  
consistent with its objections.

                        About Levitz Furniture

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,     
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.  The Debtors' exclusive period to
file a chapter 11 plan expires on March 7, 2008.  (Levitz
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


LEVITZ FURNITURE: Gets Interim Court Okay on FTI as Crisis Manager
------------------------------------------------------------------
Judge Gerber for the U.S. Bankruptcy Court for the Southern
District of New York gave PLVTZ Inc., dba Levitz Furniture Inc.,
interim authority to employ FTI Consulting Inc. as its crisis
manager, nunc pro tunc to Nov. 8, 2007.

FTI Consulting will provide the personnel as the firm and the
Debtor's chief executive officer agree are necessary to perform
the services described in the engagement letter between the
parties.

The Court requires FTI Consulting and its personnel to (i)
maintain contemporaneous time records in tenth of an hour
increments or (ii) provide or conform to any schedule of hourly
rates contained in the Engagement Letter.

FTI Consulting is not required to submit fee applications
pursuant to Sections 330 and 331 of the Bankruptcy Code, but will
instead submit monthly invoices to the Debtor, which the Court
authorized to pay in the ordinary course of its business, all
reasonable amounts invoiced by FTI Consulting for fees and
expenses.

As reported in the Troubled Company Reporter on Nov. 23, 2007, the
Debtors have determined that the size and complexity of its
business operations require them to employ an experienced crisis
manager in connection with its chapter 11 proceedings.

                     About Levitz Furniture

Based in New York City, Levitz Furniture Inc., nka PVLTZ Inc. --
http://www.levitz.com/-- is a specialty retailer of furniture,     
bedding and home furnishings in the United States.  It has 76
locations in major metropolitan areas, principally in the
Northeast and on the West Coast of the United States.

Levitz Furniture Inc. and 11 affiliates filed for chapter 11 on
Sept. 5, 1997.  In December 2000, the Court confirmed the Debtors'
Plan and Levitz emerged from chapter 11 on February 2001.  Levitz
Home Furnishings Inc. was created as the new holding company as a
result of the emergence.

Levitz Home Furnishings and 12 affiliates filed for chapter 11
protection on Oct. 11, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
45189).  In their second filing, the Debtors disclosed about
$245 million in total assets and $456 million in total debts.
Nicholas M. Miller, Esq., and Richard H. Engman, Esq., at Jones
Day represented the Debtors.  Jeffrey L. Cohen, Esq., Jay R.
Indyke, Esq., and Cathy Hershcopf, Esq., at Cooley Godward Kronish
LLP served as counsel to the Official Committee of Unsecured
Creditors.  During this period, the Debtors closed around 35
stores in the Northeast, California, Minnesota and Arizona.

PLVTZ Inc., a company created by Prentice Capital Management LP,
and Great American Group purchased substantially all the assets of
Levitz Home Furnishings in December 2005.  Initially, Prentice
owned all of the equity interests in PLVTZ.  On July 6, 2007,
PLVTZ was converted into a Delaware corporation, and Harbinger
Capital Partners Special Situations Fund, LP, Harbinger Capital
Partners Master Fund I, Ltd., and their affiliates became minority
shareholders.  Great American's stake in the acquisition was in
running the going-out-of-business sales for some 27 Levitz units.

PLVTZ, dba Levitz Furniture, continued to face decline in
financial performance since December 2005.  Liquidity issues and
the inability to obtain additional capital prompted PLVTZ to seek
protection under chapter 11 on Nov. 8, 2007 (Bankr. S.D.N.Y. Lead
Case No. 07-13532).  Paul D. Leake, Esq., and Brad B. Erens, Esq.,
at Jones Day represents the Debtors in their restructuring
efforts.  Kurtzman Carson Consultants LLC serves as the
Debtors' claims and noticing agent.  PLVTZ's balance sheet at
Sept. 30. 2007, showed total assets of $177,883,000 and total
liabilities of $152,476,000.  The Debtors' exclusive period to
file a chapter 11 plan expires on March 7, 2008.  (Levitz
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MASTR ASSET: Moody's Downgrades Ratings on 11 Tranches
------------------------------------------------------
Moody's Investors Service downgraded the ratings of eleven
tranches and has placed under review for possible downgrade the
ratings of six tranches from two transactions issued under the
MASTR Asset Backed Securites Trust shelf.  The collateral backing
these classes consists of primarily first lien, fixed and
adjustable-rate, subprime mortgage loans.

Moody's has applied its published methodology updates as of July
13th, 2007 to the non delinquent portion of the transactions.
Collateral backing these transactions is also experiencing higher
than anticipated rates of delinquency, foreclosure, and REO
relative to credit enhancement levels.

Complete List of Rating Actions:

Issuer: MASTR Asset Backed Securities Trust 2007-HE1

   * Cl. M-6, Downgraded to A3, previously A2,
   * Cl. M-7, Downgraded to Baa1, previously A3,
   * Cl. M-8, Downgraded to Ba1, previously Baa1,
   * Cl. M-9, Downgraded to Ba2, previously Baa2,
   * Cl. M-10, Downgraded to B3, previously Baa3,
   * Cl. M-11, Downgraded to Ca, previously Ba1,
   * Cl. M-12, Downgraded to C, previously Ba2.

Issuer: MASTR Asset Backed Securities Trust 2007-WMC1

   * Cl. A-1, Currently Aaa, on review for possible downgrade,
   * Cl. A-4, Currently Aaa, on review for possible downgrade,
   * Cl. A-5, Currently Aaa, on review for possible downgrade,
   * Cl. M-1, Currently Aa1, on review for possible downgrade,
   * Cl. M-2, Currently Aa2, on review for possible downgrade,
   * Cl. M-3, Currently Aa3, on review for possible downgrade,
   * Cl. M-4, Downgraded to Caa2, previously A1,
   * Cl. M-5, Downgraded to Caa3, previously A2,
   * Cl. M-6, Downgraded to Ca, previously A3,
   * Cl. M-7, Downgraded to C, previously Baa1.


MEDCATH HOLDINGS: Debt Repayment Cues Moody's Positive Outlook
--------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of MedCath Holdings Corp. and changed the ratings outlook to
positive from stable.  Moody's also withdrew the rating on the
senior secured term loan that has been repaid and upgraded the
rating on the company's senior secured revolver to Ba3 from B2 in
accordance with the application of Moody's Loss Given Default
Methodology.  Concurrently Moody's upgraded the company's
Speculative Grade Liquidity Rating to SGL-2 from SGL-3 reflecting
improvements in the company's liquidity profile.

The change in outlook reflects the improvement in credit metrics
resulting from the repayment of a significant amount of debt and
the expectation of continued positive operating performance of the
company.  The positive outlook is also supported by the
expectation that potential declines in reimbursement rates can be
managed through changes in patient mix and cost-cutting
initiatives.  While Moody's expects an increase in capital
spending in the near-term due to hospital expansion and
development projects, the outlook reflects the expectation for a
return to normalized free cash flow levels upon the completion of
those projects.  Moody's also expects the company to take a
measured approach to acquisitions and share repurchases during
this period of increased capital expenditures.

The affirmation of the B2 Corporate Family Rating reflects the
considerable improvement in financial leverage since 2004 when
Moody's initially assigned ratings to MedCath.  The ratings also
reflect MedCath's strong and consistent operating cash flow, which
should also benefit from recently adopted cost saving initiatives.  
Further, MedCath benefits from a strong competitive position and
favorable demographics in its markets which should result in a
positive return on the ongoing expansion projects in existing
markets.

Given the strength of many of the credit metrics, Moody's does not
view the financial performance of the company as a constraining
factor to the rating.  Rather, the ratings remain constrained by
uncertainty around the ongoing focus of legislators on the joint
ownership of healthcare facilities with physician partners and the
effect of changes in Medicare reimbursement rates for cardiac
services.  The ratings also reflect the company's relatively small
scale, which results in concentration risk, and Moody's
expectation that free cash flow may be limited and possibly
negative over the next 12 to 24 months as MedCath increases
capital spending.  The increased investment in development
projects coincides with the change in management that began in
2006 and a shift in the strategic direction of the company to
focus on growing its offerings of high acuity services beyond the
cardiac focus.

The upgrade in the rating of the senior secured revolving credit
facility to Ba3 from B2 reflects the improvement in the estimate
of recovery at the senior secured level following the repayment of
the senior secured term loan and the continued benefit of the
absorption of first loss in a distress scenario by the senior
unsecured notes.

The upgrade of MedCath's Speculative Grade Liquidity Rating to
SGL-2 from SGL-3 reflects improvements in the company's liquidity
profile.  The rating incorporates the expectation of increased
capital spending related to planned expansion projects.  The
rating also reflects the considerable amount of available cash
that can to be used to help fund these expenditures and the
expectation of continued consistent operating cash flow.

A summary of Moody's actions.

Ratings affirmed/LGD Assessments revised:

   * Corporate Family Rating, B2

   * Probability of Default Rating, B2

   * Senior unsecured notes due 2012, to Caa1 (LGD5, 79%) from
     Caa1 (LGD5, 81%)

Ratings upgraded:

   * Senior secured revolving credit facility due 2009, to
     Ba3 (LGD2, 24%) from B2 (LGD3, 44%)

   * Speculative Grade Liquidity Rating, to SGL-2 from SGL-3

Ratings withdrawn:

   * Senior secured term loan due 2010, B2 (LGD3, 44%)

Outlook changed to positive from stable.

MedCath, based in Charlotte, NC, is a healthcare provider focused
on high acuity healthcare services, including the diagnosis and
treatment of cardiovascular disease.  The company owns and
operates hospitals in partnership with physicians and also manages
the cardiovascular programs of various hospitals owned by other
parties.  The company also owns or manages cardiac diagnostic and
therapeutic facilities.  These facilities can either be
freestanding or located in hospitals owned by MedCath or third
parties.  MedCath recognized revenue of approximately $719 million
for the fiscal year ended Sept. 30, 2007.


MICHAELS STORES: Nov. 3 Balance Sheet Upside-Down by $2.94 Billion
------------------------------------------------------------------
Michaels Stores Inc. reported unaudited financial results for the
fiscal 2007 third quarter ended Nov. 3, 2007.

The company incurred net loss of $18.1 million in the third
quarter of fiscal 2007, a $53.1 million decrease from a net income
of $35 million in the third quarter of fiscal 2006.

Year-to-date net loss was $84.6 million compared to a net income
of $108.3 million in the same period last year.  The decrease in
net income for both periods was due to interest expense.
  
"During the quarter, we made significant progress on our key
strategic initiatives, particularly our global sourcing and
pricing/promotion programs," Brian Cornell, chief executive
officer, said.  "Importantly, we are confident in our approach to
evolve into a stronger consumer facing and customer driven
organization while maintaining our focus on operations and cost
management."

                  Balance Sheet and Cash Flow

At Nov. 3, 2007, the company's balance sheet showed total assets
of $1.95 billion, total liabilities of $4.89 billion, resulting to
a shareholders' deficit of $2.94 billion.

The company's cash balance at the end of the third quarter was
$56.7 million.  Third quarter debt levels totaled
$4.18 billion, up $83.3 million from the end of second quarter  as
a result of holiday working capital needs.  During the quarter,
the company made a $5.9 million amortization payment on its Senior
Secured Term Loan.

Average inventory per Michaels store at the end of the third
quarter of fiscal 2007, inclusive of distribution centers, was up
1.5% to $1.02 million compared to $1.01 million at the end of the
third quarter for fiscal 2006.  The increase in average inventory
is due to the timing of holiday inventory receipts.

Capital spending for the nine months ending Nov. 3, 2007, totaled
$85.9 million, with $48.5 million attributable to real estate
activities, such as new, relocated, existing and remodeled stores,
and $35.9 million for strategic initiatives such as the new
Centralia, Washington distribution center, a Workforce Management
System and other merchandise system enhancements.

During the first nine months of fiscal 2007, the company opened 43
new stores, relocated 11 stores, remodeled 39 stores and closed
three Michaels stores.  In addition, the company opened two and
closed one Aaron Brothers stores during this period.

                   About Michaels Stores Inc.

Headquartered in Inving, Texas, Michaels Stores Inc. (NA: MIK)
-- http://www.michaels.com/-- is a specialty retailer of arts,  
crafts, framing, floral, wall decor, and seasonal merchandise for
the hobbyist and do-it-yourself home decorator.  As of Nov. 28,
2007, the company owns and operates 964 Michaels stores in 48
states and Canada, 168 Aaron Brothers stores, 11 Recollections
stores, and four Star Wholesale operations.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 31, 2007,
Standard & Poor's Ratings Services revised its ratings outlook on
Michaels Stores Inc. to positive from developing.  At the same
time, S&P affirmed all of its ratings, including the 'B-'corporate
credit rating.


MORGAN STANLEY: Fitch Puts Low-B Ratings on Four Cert. Classes
--------------------------------------------------------------
Fitch rates Morgan Stanley Mortgage Loan Trust mortgage pass-
through certificates, series 2007-15AR as:

Group I:

  -- $487.6 million classes 1-A-1 through 1-A-6, 2-A-1 through
     2-A-21, 3-A-1 through 3-A-6, 4-A-1 through 4-A-8, and A-R
     'AAA';

  -- $26.5 million class I-B-1 'AA';

  -- $13.7 million class I-B-2 'A';

  -- $5.9 million class I-B-3 'BBB';

  -- $10.3 million class I-B-4 'BB';

  -- $4.5 million class I-B-5 'B'.

Group II:

  -- $133.8 million classes 5-A-1 through 5-A-8, and 6-A-1 through
     6-A-6 'AAA'.

  -- $8.1 million class II-B-1 'AA';

  -- $3.2 million class II-B-2 'A';

  -- $1.3 million class II-B-3 'BBB';

  -- $2.3 million class II-B-4 'BB';

  -- $1.0 million class II-B-5 'B'.

The 'AAA' rating on the Group I senior certificates reflects the
12.50% total credit enhancement provided by the 4.75% class I-B-1,
the 2.45% class I-B-2, the 1.05% class I-B-3, the privately
offered 1.85% class I-B-4, the privately offered 0.80% class I-B-5
and the privately offered non-rated 1.60% class I-B-6.

The 'AAA' rating on the Group II senior certificates reflects the
11.75% total credit enhancement provided by the 5.35% class II-B-
1, the 2.10% class II-B-2, the 0.85% class II-B-3, the privately
offered 1.55% class II-B-4, the privately offered 0.65% class II-
B-5 and the privately offered non-rated 1.25% class II-B-6.

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 servicing capabilities of
Wells Fargo Bank, National Association (rated 'RMS1' by Fitch).

This transaction contains certain classes designated as
exchangeable certificates and others as depositable (offered)
certificates. Classes 1-A-3, 1-A-4, 1-A-5, 1-A-6, 2-A-5 through 2-
A-21, 3-A-3, 3-A-4, 3-A-5, 3-A-6, 4-A-3 through 4-A-8, 5-A-3
through 5-A-8, and 6-A-3 through 6-A-6 are the exchangeable
certificates.  Classes 1-A-1, 2-A-1 through 2-A-4, 3-A-1, 4-A-1,
5-A-1, and 6-A-1 are the depositable certificates.

All or a portion of certain classes of offered certificates may be
exchanged for a proportionate interest in the related exchangeable
certificates.  All or a portion of the exchangeable certificates
may also be exchanged for the related offered certificates in the
same manner.  This process may occur repeatedly. The classes of
offered certificates and of exchangeable certificates that are
outstanding at any given time, and the outstanding principal
balances and notional amounts of these classes, will depend upon
any related distributions of principal, as well as any exchanges
that occur.  Offered certificates and exchangeable certificates in
any combination may be exchanged only in the proportions shown in
the governing documents.  Holders of exchangeable certificates
will be the beneficial owners of a proportionate interest in the
certificates in the related combination group and will receive a
proportionate share of the distributions on those certificates.

On each distribution date when exchangeable certificates are
outstanding, principal distributions from the applicable related
certificates are allocated to the related exchangeable
certificates that are entitled to principal.  The payment
characteristics of the classes of exchangeable certificates will
reflect the payment characteristics of their related classes of
regular certificates.

The Group I mortgage pool consists of 1,387 hybrid adjustable-
rate, first lien residential mortgage loans, substantially all of
which have original terms to stated maturity of up to 30 years.  
As of the cut-off date (Nov. 1, 2007), the mortgages have an
aggregate principal balance of approximately $557,260,493 and an
average principal balance of $401,774.  The mortgage pool has a
weighted average original loan-to-value ratio (OLTV) of 80.89%, a
weighted average coupon (WAC) of 6.822%, a weighted average
remaining term to maturity (WAM) of 354 months, and a weighted
average FICO of 717.

The Group II mortgage pool consists of 433 hybrid adjustable-rate
negative amortization, first lien residential mortgage loans,
substantially all of which have original terms to stated maturity
of up to 40 years.  As of the cut-off date (Nov. 1, 2007), the
mortgages have an aggregate principal balance of approximately
$151,634,668 and an average principal balance of $350,196.  The
mortgage pool has a weighted average OLTV ratio of 76.26%, a WAC
of 6.804%, a WAM of 354 months, and a weighted average FICO of
722.

The mortgage loans were primarily originated by Morgan Stanley
Credit Corporation, American Home Mortgage Corp., Flagstar Bank,
FSB, Quicken Loans, Inc., and Fifth Third Mortgage Company.  The
remainder of the mortgage loans were originated by various other
banks, savings and loans and other mortgage lending institutions,
none of which originated more than 10% of the mortgage pool.  The
mortgage loans were acquired by Morgan Stanley Mortgage Capital
Holdings LLC, re-underwritten in accordance with its underwriting
standards, and subsequently sold to Morgan Stanley Capital I Inc.  
Morgan Stanley Capital I Inc. deposited the loans in the trust,
which issued the certificates, representing beneficial ownership
of the trust.  LaSalle Bank National Association (rated 'AA/F1+'
by Fitch) will act as trustee for this transaction. For federal
income tax purposes, elections will be made to treat the trust as
separate multiple real estate mortgage investment conduits.


MORTGAGE LENDERS: Asks Court to Approve Pacts with 4 U.S. States
----------------------------------------------------------------
Mortgage Lenders Network USA Inc. asks the U.S. Bankruptcy Court
for the District of Delaware to approve certain stipulations,
agreements and consent orders it entered with the:

   -- Connecticut Department of Banking;

   -- Michigan Department of Labor and Economic Growth, Office of
      Financial and Insurance Services;

   -- New Hampshire Banking Department; and

   -- Ohio Department of Commerce, Division of Financial
      Institutions.

Mortgage Lenders held licenses as a first mortgage lender/broker,
and licenses as a secondary mortgage lender/broker in the states
of Connecticut and Michigan.  The Debtor also held a mortgage
banker license in the state of New Hampshire, and held active
mortgage broker certificates in Ohio.

Prior to the Feb. 5, 2007 petition date, the commissioners of the
financial departments of the states of Connecticut, Michigan and
New Hampshire issued separate cease and desist orders to the
Debtor, while an acting deputy superintendent from Ohio issued a
desist order on Feb. 28, 2007.  The Debtor has worked diligently
with the commissioners to negotiate resolutions to their issues.

Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, discloses that the Debtor will pay the
settlement amount to Connecticut and New Hampshire in reduced
amounts:
                          
   State                  Penalty Sought      Settlement Amt.
   -----                  --------------      ---------------
   Connecticut              $7,600,000               $845,000
   New Hampshire               275,000                 10,000

The New Hampshire Banking Department may also seek recovery of
the civil penalty through the non-collateralized $20,000 surety
bond that the Debtor posted to the New Hampshire Bank
Commissioner, Ms. Jones says.

The principal term of the Michigan agreement provides that the
Debtor will surrender its Michigan licenses, while Ohio will
suspend the Debtor's mortgage broker certificates of
registration, Ms. Jones tells the Court.

Ms. Jones contends that the approval of the consent orders is in
the best interests of the bankruptcy estate because the Debtor
has permanently ceased its activities of lending and brokering in
the four states.  She notes that the estate could also avoid
costs and protracted litigation.

Middletown, Conn.-based Mortgage Lenders Network USA Inc. --
http://www.mlnusa.com/-- is a privately held company offering a     
full range of Alt-A/Non-Conforming and Conforming loan products
through its retail and wholesale channels.  The company filed for
chapter 11 protection on Feb. 5, 2007 (Bankr. D. Del. Case No.
07-10146).  Pachulski Stang Ziehl & Jones LLP represents the
Debtor.  Blank Rome LLP represents the Official Committee of
Unsecured Creditors.  In the Debtor's schedules of assets and
liabilities filed with the Court, it disclosed total assets of
$464,847,213 and total debts of $556,459,464.  The Debtor's
exclusive period to file a chapter 11 plan of reorganization is
set to expire on Jan. 2, 2008.  

(Mortgage Lenders Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-
7000).


NATIONAL RV INC: Case Summary & 40 Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: National R.V., Inc.
             3411 North Perris Boulevard
             Perris, CA 92571
             Tel: (951) 943-6007

Bankruptcy Case No.: 07-17937

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        National R.V. Holdings, Inc.               07-17941

Type of Business: The Debtors produce gas and diesel motor homes.  
                  See http://nationalrv.com/and http://nrvh.com/

Chapter 11 Petition Date: November 30, 2007

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: David Guess, Esq.
                  1999 Avenue of the Stars, 39th Floor
                  Los Angeles, CA 90067
                  Tel: (310) 407-4028
                  Fax: (310) 407-9090

                            Assets                 Debts
                            ------                 -----
National R.V., Inc.         $1 Million to          $1 Million to
                            $100 Million           $100 Million

National R.V. Holdings,     $54,442,0000           $30,128,000
Inc.

A. National R.V., Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Domestic Corp.             Trade debt            $327,697
P.O. Box 490
Elkhart, IN 46515
and
337900 Dept. LA 22544
Pasadena, CA 91185

Don Ray Drive-A-Way, Inc.      Trade debt            $270,000
2706 South Lilac Avenue
Bloomington, CA 92316
and
P.O. Box 826
Wakarusa, IN 46573

Power Gear                     Trade debt            $174,358
22742 Network Place
Chicago, IL 60673

R.&I. Industries, Inc.         Trade debt            $172,406

State Comptroller              Unclaimed property-   $170,399
                               o/s checks

Kustom Fit Manufacturing       Trade debt            $152,191

Consolidated Electrical        Trade debt            $136,554

Blue Cross Of California       Trade debt            $133,579

The Cutting Edge Wood          Trade debt            $126,580
Technology

Select Personnel Services      Trade debt            $85,418

Onan Corp.                     Trade debt            $84,260

Southern California Edison     Purchase agreement    $77,390

Rage'N, Inc.                   Trade debt            $76,986

Giant R.V.                     Trade debt            $76,027

Sherwin Williams               Trade debt            $76,002

Butler Sales                   Trade debt            $75,884

Riverpark, Inc.                Trade debt            $74,409

Lami Plast, Inc.               Trade debt            $66,078

P.T.L. Engineering, Inc.       Trade debt            $63,397

Do+Able Products               Trade debt            $61,374

B. National R.V. Holdings, Inc's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Smith & Crakes Insurance       Insurance premium     $31,498
58 West 11th Avenue
P.O. Box 489
Eugene, OR 97440

Baker & McKenzie, L.L.P.       Legal services        $15,700
101 West Broadway, 12th Floor
San Diego, CA 92101

Sterling Trust Co.             401(k) trustee        $12,053
Matrix Capital Bank Trust
Services
Attention: T.P.A. #000142
700 17th Street, Suite 100
Denver, CO 80202

Younce, Moore & Moseley,       Legal services        $6,824
L.L.P.

Lumbermen's Underwriting       Insurance premium     $6,601
Alliance

Dell Marketing L.P.            Trade debt            $4,547

On-Site Sourcing, Inc.         Trade debt            $2,876

Horizon Training & Development Trade debt            $2,500

Intellectual Property Law                            $1,944
Office Of Joel D. Voelzke

C.D.W. Direct, L.L.C.          Trade debt            $1,874

Riverside Personnel Service    Trade debt            $1,729

D.T.C. Computer Supplies       Trade debt            $1,376

Lexington Technology, Inc.     Trade debt            $1,366

Select Remedy                  Trade debt            $580

Veritext Los Angeles           Legal services        $550
Reporting Co.

Intermec Technologies Corp.    Trade debt            $546

P.R. Newswire                  Trade debt            $440

Sound Deposition Services      Legal services        $359

Taleo Corp.                                          $357

U.S. Healthworks Medical       Trade debt            $355
Group P.C.


NUTECH DIGITAL: Posts $97,998 Net Loss in Third Quarter
-------------------------------------------------------
NuTech Digital reported a net loss of $97,998 on sales of $30,985
for the third quarter ended Sept. 30, 2007, compared with a net
loss of $2,648,096 on sales of $38,207 in the same period a year
ago.

The decrease in net loss was primarily due to the decrease in
total expenses to $74,902 for the third quarter ended Sept. 30,
2007, from $441,765 in the three months ended Sept. 30, 2006.

Salaries and wages expense were $-0- compared to $299,584 during
the prior period quarter, mainly as a result of the termination of
the active promotion of the company's products and the ultimate
transition to the Jump Platform and Network.

On Aug. 22, 2007, the company entered into an asset purchase
agreement with Jump Communications Inc.  The company acquired a
number of Alcatel Telephone Switches, exclusive licenses,
intellectual property, trademarks, hardware, software and
firmware, along with billing and call management systems from
Jump.   Also, in connection with the Jump transaction, the company
and Jump entered into a license agreement, whereby Jump provides
the company an exclusive,  non-terminable license to the use the
certain Jump technology, know-how and proprietary intellectual
property in the United States.  

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3,794,574 in total assets, $2,940,800 in total liabilities, and
$853,774 in total shareholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $4,034 in total current assets
available to pay $2,940,800 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25f4

                       Going Concern Doubt

Weaver & Martin LLC, in Kansas City, Mo., in its audit report of
NuTech Digital Inc.'s consolidated financial statements for the
years ended Dec. 31, 2006, and 2005, reported that the company's
recurring losses from operations and dependence upon the continued
sale of its securities or obtaining debt financing for funds to
meet its cash requirements, raise substantial doubt about it's
ability to continue as a going concern.

                    About NuTech Digital Inc.

Based in Los Angeles, NuTech Digital Inc. (OTC BB: NTDL.OB) --
http://www.nutechdigital.tv/-- is engaged in the business of  
distributing general entertainment products, most of which are
made available through digital versatile discs, commonly known as
DVDs.  The company's products include Japanese anime, late night
programming, and general entertainment action adventure films.  
The company owns approximately 300 exclusive DVD titles and a
library of high definition music concerts.  The company's products
are principally sold through retail stores, the Internet and
distributors.  As of Sept. 30, 2007, the company is no longer
focusing on producing music concerts, but intends to continue to
produce live events.


PACIFIC GOLD: Posts $1,905,330 Net Loss in Third Quarter
--------------------------------------------------------
Pacific Gold Corp. reported a net loss of $1,905,330 for the third
quarter ended Sept. 30, 2007, compared with a net loss of
$2,330,927 for the same period a year ago.

The company had revenues from the sale of gold in the amount of
$117,336 for the quarter ended Sept. 30, 2007.  This compares with
revenue of $75,015 in the same period of 2006.

Operating expenses for the quarter ended Sept. 30, 2007, totaled
$844,358.  Operating expenses for the quarter ended Sept. 30,
2006, totaled $827,581.

Interest expense totaled $916,274 for the third quarter of 2007.  
This compares with interest expense of $1,239,541 for the third
quarter of 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$4,294,330 in total assets, $4,089,231 in total liabilities, and
$205,099 in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $131,109 in total current assets
available to pay $2,646,026 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25f2

                      Going Concern Doubt

Mantyla McReynolds, LLC expressed substantial doubt about
Pacific Gold's ability to continue as a going concern after
it audited the company's financial statements for the years
ended Dec. 31, 2006 and 2005.  The auditing firm pointed to the
company's accumulated losses and negative cash flow from
operations and working capital deficit.

                       About Pacific Gold

Based in Reno, Nevada, Pacific Gold Corp. (OTC BB: PCFG) --
http://www.pacificgoldcorp.com/-- is engaged in the acquisition  
and development of production-ready and in-production mining
operations.  The company is currently focused on alluvial gold and
base metals operations located in western North America.  Pacific
Gold Corp. owns five operating subsidiaries: Nevada Rae Gold Inc.  
owns and operates the Black Rock Canyon gold mine, located in
north-central Nevada; Pilot Mountain Resources Inc. owns Project
W, a large tungsten based deposit in Nevada; Fernley Gold Inc.  
acquired exclusive lease rights to mine the Lower Olinghouse
Placers in north-western Nevada; Oregon Gold Inc. owns the Bear
Bench claims and Defiance mine, located in south-western Oregon;
and Pacific Metals Corp. owns claims in San Juan and Delores
Counties, Colorado, encompassing the Graysill Mine.


PACIFIC LUMBER: Reaches Agreement with BoNY on Mediation Protocols
------------------------------------------------------------------
Pacific Lumber Company, its debtor-affiliates, and the Bank of New
York Trust Company, N.A., as Indenture Trustee for the Timber
Notes, have reached an agreement on issues relating to the
handling of material non-public information to be used in the
mediation process as directed by the U.S. Bankruptcy Court for the
Southern District of Texas.

In late October 2007, Judge Schmidt urged the Debtors, the
Indenture Trustee and other the parties-in-interest to engage in
mediation talks to come up with a consensual and confirmable
Chapter 11 plan in connection with the Debtors' restructuring
efforts.

Accordingly, in a Court-approved stipulation, the Parties agree
that:

   (a) Any Timber Noteholder who participates in the Mediation
       Process will enter into a confidentiality agreement with
       the Debtors.

   (b) All parties to the Mediation, including the mediator, will
       be given copies of the Public Mediation Information prior
       the Mediation, and that a Notice should be filed,
       attaching to it these exhibits:

          -- a table of contents identifying the Public Mediation
             Information; and

          -- copies of any of the Public Mediation Information
             not previously publicly filed on the docket.

   (c) Prior to the commencement of the Mediation, the
       Debtors and the Indenture Trustee will also use their best
       efforts to obtain the agreement of all other participants
       to the Mediation.

   (d) If other participants wish to provide a new business
       plan, cash flow projection, or similar item in the
       course of the Mediation, the Third Party Information
       will be given to the Debtors and the Indenture Trustee
       prior to disclosure to any Participating Noteholder
       to allow the Debtors and the Indenture Trustee the
       opportunity to examine the Third Party Information for
       the purpose of redacting any Proprietary or other
       sensitive information.

   (e) During the Mediation, the Participating Noteholders
       will maintain a list of all Restricting Information they
       might receive.

   (f) The Restricting Information will be made public on or
       before the Disclosure Date.

   (g) If within two business days after the Disclosure
       Date, the Restricting Information has not been made public
       by the Debtors or their affiliates, or if the
       Participating Noteholders, in the exercise of their sole
       discretion deem the disclosure inadequate, then the
       Participating Noteholders, on not less than five days'
       notice to the Debtors of the information that is proposed
       to be disclosed, may file the Restricting Information
       disclosed to them on the docket of the Bankruptcy Court by
       notice or otherwise in order to "cleanse" themselves of
       the Restricting Information and become unrestricted in
       their ability to trade the Timber Notes or any other
       securities of any of the Debtors or their affiliates.

   (h) There should be no limitation on the use of
       information that has been made public, and the
       Participating Noteholders can inform the public that the
       Restricting Information has been made public.

               Public Mediation Information Filed

In accordance with the stipulated mediation procedures, the
Indenture Trustee delivered to the Court on November 27, 2007
certain documents and information not previously filed on the
docket to be used for the mediation proceedings.

Among others, the Indenture Trustee provided the Court with
copies of affidavits, declarations and deposition transcripts of
its witnesses and that of the Debtors.

The Indenture Trustee's Witnesses include:  

   1. Christopher Di Mauro,
   2. Jim Fleming,
   3. Alan Waltner, and
   4. William Kleiner.  

The Indenture Trustee's Witnesses generally assert that it is
highly unlikely that the Debtors' proposed Redwood Ranch
Development Project would be feasible, and that even if the
Debtors are able to achieve the highly speculative projections in
their proposed Plan of Reorganization, the reorganized company
cannot generate cash flows sufficient to pay cash interest
expense in the next five years.

The Debtors' Witnesses include:

   1. Gary Clark,
   2. Steve Zelin,
   3. William Mundy,
   4. Frank Shaw Bacik,
   5. Jeffrey Barrett, and
   6. George O'Brien.  

Mr. Clark, the Debtors' chief financial officer, in his
declaration, maintains that the Debtors have sufficient liquidity
and are not at risk of administrative insolvency.  

The Indenture Trustee also provided the Court with certain
exhibits and documents relating to the Debtors' proposed Plan and
Exclusivity Hearings, including cash collateral budgets, cash
flow and financial forecasts, and financial statements.

Dr. Bill Mundy of Greenfield Advisors conducted a lot appraisal
in 2003 of the Debtors' 6,631 acres of Old Growth and Ancient
Redwood Forest.  Upon analysis, Dr. Mundy valued the Debtors'
property at $332,000,000.

A full-text copy of the Mundy appraisal is available for free at:

     http://bankrupt.com/misc/1812-19--LotAppraisal.pdf

The Indenture Trustee also submitted to the Court material
financial information concerning the Debtors, including:

   -- financial forecasts for Projects Sequoia and Benny; and

   -- the Debtors' new financial projections underlying their
      disclosure statement.

A full-text copy of Project Sequoia and Benny forecasts and the
Debtors' new projections are available for free at:  

     http://bankrupt.com/misc/Projects_Sequoia&Benny.pdf   

Marathon Structured Finance Fund L.P., the Debtors' DIP Lender,
commissioned AlixPartners, LLP, to come up with a business plan
for Marathon to indicate at the mediation proceedings, on a
preliminary basis, the feasibility of the different restructuring
alternatives.

AlixPartners, together with Phil Tedder Inc. and Rick LaMont,
prepared a preliminary business plan dated November 15, 2007.  
The basic business proposition of the Preliminary Plan calls for:

   (a) the re-integration of The Pacific Lumber Company with
       Scotia Pacific Company LLC into a single entity;

   (b) the selling of the town, the power plant and other non-
       core assets of the company;
   
   (c) the operation of the enterprise to deal with two
       fundamental business constraints:
   
          * Realistic projection of log harvest by species and
            diameter; and

          * Company's purchase or sale of logs as needed to
            maintain stable and capable single shift production
            sawmill; and

   (d) the re-capitalization of the business taking into account
       inevitable cyclicality of future cash flows around
       variations in lumber pricing to take advantage of
       operating efficiencies.

A full-text copy of the AlixPartners Business Plan is available
for free at:

     http://bankrupt.com/misc/Marathon'sPreBusinessPlan.pdf  

AlixPartners maintains that its report is based, in whole or in
part, on projections or forecasts of future events.

                       About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several      
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.  John F. Higgins, Esq., and James Matthew
Vaughn, Esq., at Porter & Hedges LLP, is Scotia Pacific's co-
counsel.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.  The Debtors filed their Joint Plan of
Reorganization on Sept. 30, 2007.  The Debtors' exclusive period
to file a chapter 11 plan expired on the same date.  
(Scotia/Pacific Lumber Bankruptcy News, Issue No. 36,
http://bankrupt.com/newsstand/or 215/945-7000).


PAC-WEST TELECOMM: Emerges from Chapter 11 Protection in Delaware
-----------------------------------------------------------------
Pac-West Telecomm, Inc.'s Final Modified Second Amended Joint Plan
of Reorganization, which was confirmed by the United States
Bankruptcy Court for the District of Delaware on Nov. 19, 2007,
became effective at the close of business on Friday, Nov. 30,
2007.

Under the Plan, all of Pac-West's then issued and outstanding
common stock was extinguished without consideration.  In addition,
all of the then issued and outstanding senior notes and senior
priority notes of Pac-West were cancelled and discharged pursuant
to the Plan, and the holders of such notes received their pro rata
beneficial interests in a liquidating trust established for the
benefit of the holders of all unsecured claims.

Pac-West is now a wholly owned subsidiary of the Plan's sponsor,
an affiliate of Vancouver, Washington-based Columbia Ventures
Corporation, with an improved balance sheet, new financing, and
improved operations.

Also on Nov. 30, 2007, Chairman of the Board Wallace W. Griffin,
who served as Chief Executive Officer since Pac-West sought
Chapter 11 protection on April 30, 2007, stepped down from his
Chairman and CEO positions.  James F. Hensel of CVC took over as
interim President, and Mr. Griffin will remain a consultant to the
company for a six month period.

Based in Stockton, California, Pac-West Telecomm Inc. (OTC:
PACW.PK) -- http://www.pacwest.com/-- provides switched local       
and long distance telecommunications services to, among others,
internet service providers and paging companies.

The company and its affiliates filed for Chapter 11 protection on
April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through
07-10567).  Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of
Saul, Ewing, Remick & Saul LLP represent the Debtors in their
restructuring efforts.  Steven K. Kortanek, Esq., at Womble
Carlyle Sandridge & Rice, PLLC represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed total assets of $53,883,888
and total debts of $66,358,711.


PAUL BAILEY: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Paul Wayne Bailey, II
             40 Widewater Road
             Hilton Head Island, SC 29926

Bankruptcy Case No.: 07-06608

Chapter 11 Petition Date: November 30, 2007

Court: District of South Carolina (Charleston)

Judge: David R. Duncan

Debtor's Counsel: Michael W. Mogil, Esq.
                  Law Office of Michael W. Mogil, P.A.
                  303 Professional Building
                  Hilton Head Island, SC 29928
                  Tel: (843) 785-8110
                  Fax: (843) 785-9676
                  http://www.mogillaw.com/

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Robert Rini                         loan                $50,000
39 Bridgetown Rd.
Hilton Head Island, SC 29928

Key Bank                        purchase money          $45,000
P.O. Box 94722                     security
Cleveland, OH 44101-4722

Paul Bailey, Sr.                     loan               $35,500
38 Ensis Rd.
Hilton Head Island, SC 29928

SunTrust                          credit card           $34,664

Beaufort County Treasurer       2007 real estate        $33,713
                                  property tax

Bank of America                   credit card           $26,943

Matt Roos                            loan               $25,000

GMAC                              purchase money        $22,634
                                     security

Dennis W. Hollingsworth, CFC    2007 real estate        $12,911
                                       tax

Mohawk/GEMB                        credit card           $7,018

SunTrust Bank Recovery Dept.           loan              $5,000

Home Depot - Citibank              credit card           $3,882

West Marine                        credit card           $2,200

Law Offices of James F. Berl      attorney fees          $2,000
P.C.

Dell Financial Services                                  $1,783


Brand Source - GECAF               credit card          unknown


PERFORMANCE TRANS: Wants to Hire Jones Day as Bankr. Counsel
------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the Western
District of New York to employ Jones Day as their counsel, nunc
pro tunc to their bankruptcy filing.

Jeffrey L. Cornish, president and chief executive officer of
Performance Logistics Group Inc., tells the Court that Jones Day
has obtained valuable institutional knowledge of the Debtors'
businesses and financial affairs as a result of its
representation of the Debtors before the Petition Date.

As counsel for the Debtors, Jones Day will:

   (a) advise the Debtors of their rights, powers, and duties
       in continuing to operate and manage their businesses and
       properties under Chapter 11 of the Bankruptcy Code;

   (b) prepare on the Debtors' behalf all necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules, and other documents, and
       review all financial and other reports to be filed in
       the Chapter 11 cases;

   (c) advise the Debtors concerning, and prepare responses to,
       applications, motions, other pleadings, notices, and
       other papers that may be filed by other parties in the
       Chapter 11 cases;

   (d) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements
       and related transactions;

   (e) review the nature and validity of any liens asserted
       against the Debtors' property and advise the Debtors
       concerning the enforceability of those liens;

   (f) advise the Debtors regarding their ability to initiate
       actions to collect and recover property for the benefit
       of their estates;

   (g) advise the Debtors in connection with the formulation,
       negotiation, and promulgation of a plan or plans of
       reorganization, and related transactional documents;

   (h) advise and assist the Debtors in connection with any
       sales and potential property dispositions;

   (i) advise the Debtors concerning executory contract and
       unexpired lease assumptions, assignments, and
       rejections, and lease restructurings and
       recharacterizations;

   (j) assist the Debtors in reviewing, estimating, and
       resolving claims asserted against the Debtors' estates;

   (k) commence and conduct litigation necessary and
       appropriate to assert rights held by the Debtors,
       protect assets of the Debtors' Chapter 11 estates, or
       otherwise further the goal of completing the Debtors'
       successful reorganization;

   (l) provide non-bankruptcy services for the Debtors to the
       extent requested by the Debtors; and

   (m) perform all other necessary and appropriate legal
       services in connection with the Chapter 11 cases.

The Debtors will pay Jones Day based on its restructuring
professionals' hourly rates:

   Professional            Designation           Rate
   ------------            -----------           ----
   Tobias S. Keller          Partner             $575
   Robert J. Graves          Partner             $675
   Mark A. Cody              Partner             $550
   Robert E. Krebs          Associate            $400
   Steven A. Domanowski     Associate            $375
   Kelly M. Mayerfeld       Associate            $350
   Timothy W. Hoffmann      Associate            $350
   Joseph M. Tiller         Associate            $215
   Dennis N. Chi            Associate            $215
   Kay Sobczak              Paralegal            $200

The Debtors will reimburse the firm of its actual and necessary
out-of-pocket expenses.

Tobias S. Keller, Esq., a partner at Jones Day, in San Francisco,
California, discloses that from the start of Jones Day's retention
by the Debtors, the Debtors have provided Jones Day with various
funds for services to be rendered and for
reimbursement of expenses to be incurred.  Mr. Keller relates
that Jones Day has applied portions of the funds to services
rendered and, as of the Petition Date, $184,840 of the funds
remained unapplied.

Mr. Keller assures the Court that Jones Day is a "disinterested
person," as defined in Section 101(14) of the Bankruptcy Code and
as required by Section 327(a) of the Bankruptcy Code.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.  

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007.   When the Debtor
filed for protection from their creditors it reported more than
$100,000,000 in total assets. It also disclosed owing more than
$100,000,000 to at most 10,000 creditors, including $708,679 to
Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PERFORMANCE TRANS: Wants Proposed Asset Sale Procedures Approved
----------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
seek permission from the U.S. Bankruptcy Court for the Western
District of New York to:

   -- approve bidding procedures and terms of an auction for
      the sale of substantially all their assets, as well as
      certain bid protections to Allied Systems Holdings Inc.;

   -- set a hearing date for approval of the sale, well as a
      deadline for objecting to the sale, including any
      objections to the assumption and assignment of executory
      contracts or unexpired leases; and

   -- approve the form and manner of sale-related notices.

On Nov. 20, 2007, PTS entered into a non-binding letter of intent
with Allied Systems, pursuant to the Debtor selling substantially
all of its assets to Allied for $67,000,000 in cash, subject to
certain adjustments.  

Allied will also assume or replace all of the letters of credit
outstanding under the $80,000,000 synthetic letter of credit
facility maintained by the Debtors and assume the Debtors'
obligations supported by the facility.  Allied will also pay all
costs and cure amounts required for the Debtors to assume or
assign to Allied or its designee certain executory contracts and
unexpired leases as part of the deal.  It will also pay for
liabilities related to those leases and contracts.

Allied will issue warrants to each holder of the Debtors' second  
lien debt, which warrants will provide for a four-year term with  
a warrant strike price to be based upon Allied's enterprise value.

Garry M. Graber, Esq., at Hodgson Russ LLP tells the Court that
the Bidding Procedures will provide an appropriate framework for
the sale of the Debtors' Assets in a uniform fashion and will
enable the Debtors to review, analyze and compare all bids
received to determine which bid is in the best interests of their
estate and stakeholders.

To participate in the bidding process, an entity must deliver a
preliminary, non-binding proposal and other pertinent documents,
including an executed confidentiality agreement, to the Debtors
and their counsel within five business days after Court approval
of the Bidding Procedures.  

All bids are due Jan. 7, 2008.  Any bid must be accompanied by a
deposit equal to 1.75% of the bidder's gross Purchase Price, and  
must  include a cash purchase price that includes $68,000,000 plus
the  amount of the Bid Protections.  The bidder must also
consummate the  transaction within not more than 15 days after
Bankruptcy Court approval of the sale.  The Debtors may extend the
bid deadline.

The Debtors proposed to hold the Auction on Jan. 14, 2008, at
the offices of Jones Day in Chicago, Illinois.  

Bidding will begin with the best qualified bid or combination of
qualified bids, and continue in minimum increments of at least
$1,000,000 higher than the previous bid or bids.

The Debtors ask the Court to schedule the sale hearing on
Jan. 18, 2008, at 10:00 a.m.  Objections to the sale of the
assets, if any, must be filed and served no later than 4:00 p.m.
on Jan. 14, 2008.

The Debtors propose to pay Allied a $4,000,000 break-up fee and
reimburse its expenses in the event the Debtors consummate the
sale with another buyer.  Mr. Graber says Allied is unwilling to
commit to hold open its offer unless it is assured of payment of
the Bid Protections.

Allied, as Stalking Horse Bidder, is entitled, in its sole and
absolute discretion, to make a revised higher or better offer at
any time.  It is also entitled to credit bid the amount of the
Break-Up Fee and the Expense Reimbursement in connection with any
revised offer.

If the Debtors enter into but do not consummate an alternative
transaction, then they will pay only the Expense Reimbursement to
Allied.

The Debtors and Allied anticipate to close the sale before
Feb. 10, 2008.

Performance Transportation Services Inc. is the second largest
transporter of new automobiles, sport-utility vehicles and light
trucks in North America, and operates under three key
transportation business lines including: E. and L. Transport,
Hadley Auto Transport and Leaseway Motorcar Transport.  

The company and 13 of its affiliates previously filed for Chapter
11 protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Lead Case No. 06-
00107). The Court confirmed the Debtors' plan on Dec. 21, 2006,
and that plan became effective on Jan. 29, 2007. Garry M. Graber,
Esq. of Hodgson, Russ LLP and Tobias S. Keller, Esq. of Jones Day
represented the Debtors in their retructuring efforts.  When the
Debtor filed for protection from their creditors it reported more
than $100,000,000 in total assets. It also disclosed owing more
than $100,000,000 to at most 10,000 creditors, including $708,679
to Broadspire and $282,949 to General Motors of Canada Limited.

The company and its debtor-affiliates filed their second Chapter
11 bankruptcy on Nov. 19, 2007 (Bankr. W.D.N.Y. Case Nos: 07-04746
thru 07-04760).  Tobias S. Keller, Esq., at Jones Day, represents
the Debtors.  Garry M. Graber, Esq., at Hodgson, Russ LLP, serve
as the Debtors' local counsel.  The Debtors' claims & balloting
agent is Kutzman Carson Consultants LLC.  (Performance Bankruptcy
News, Issue No. 31; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


PETRO ACQUISITIONS: List of 30 Largest Unsecured Creditors
----------------------------------------------------------
Petro Acquisitions Inc. and 30 of its debtor-affiliates filed a
consolidated list of their 30 largest unsecured creditors with the
U.S. Bankruptcy Court for the Southern District of Ohio.


   Entity                                           Claim Amount
   ------                                           ------------
   Lykins                                             $1,825,043
   Attn: Bankruptcy                
   5193 Wolfpen-Pleasant Hill Road
   Milford, OH 45150                                 
                                 
   Core-Mark International                              $373,206
   Attn: Bankruptcy
   1055 Salt River Road                      
   Leitchfield, KY 42755-4609

   Kentucky Lottery Corporation                          $71,618
   Attn: Bankruptcy
   6040 Dutchman's Lane
   Louisville, KY 40205-3271

   Trauth Dairy                                          $52,116

   Pepsi-Cola Btlg-Cincinnati                            $49,071

   Coca Cola Btlg. Co.                                   $39,253

   ICEE - USA Corp.                                      $28,437

   TRI-State Service Station maint.                      $23,451

   W C Storey & Son Inc.                                 $19,115

   Reliable Construction Services                        $19,003

   Home City Ice Co.                                     $18,323

   Pepsi-Cola Co. Of Hamilton                            $18,113

   SRW Environmental Services                            $16,404

   Petro Oil Equipment Maintenance                       $15,948

   Duke Energy                                           $14,770

   Pepsi Cola Btlg. Co. - Ripley                         $14,238

   Movie Gallery US Inc.                                 $12,416

   Ohio Lottery Commission                               $10,601

   Quality Signs & Service Co., Inc.                      $9,102

   Tri-State Juice                                        $8,166

   Cox Auto Trader                                        $7,486

   Seven Up                                               $6,665

   Movies U Buy/SQS                                       $6,500

   Mike Sells Potato Chip Co.                             $5,845

   Frito-Lay, Inc.                                        $5,188

   Dayton Power And Light Company                         $5,015

   IBC-Wonder Bread/Hostess Cake                          $4,773

   Watson's Petroleum Equipment                           $2,828

   Ohio Bureau Of Workers' Compensation                   $2,719

   Kentucky Utilities Company                             $2,700

                           About Petro

Based on Cold Spring, Kentucky, Petro Acquisitions Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company filed for Chapter 11
protection on Nov. 21, 2007 (Bankr. S.D. Ohio Case No. 07-15723).  

On Nov. 27, 2007, 30 more affiliates of of Petro Acquisition filed
for Chapter 11 protection.  Included in this filing was O.V.
Acquisition, Inc. and Petro Supply, Inc.  The Debtors' chapter 11
cases are jointly administered with Petro's.  At July 15, 2007,
Petro and its 30 debtor-affiliates disclosed, on consolidated
basis, total assets of $64,256,318 and total liabilities of
$75,553,742.

Petro Acuqisition's wholly owned subsidiary Gillespie Acquisition
Inc. filed for Chapter 11 protection, along with 13 affiliates on
Nov. 5, 2007 (Bankr. S.D. Ohio Lead Case No. 07-15378).  
Gillespie's consolidated financial condition as of July 15, 2007
showed total assets of $11,775,952 and total debts of $11,112,880.

Waco Acquisitions Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on Nov. 17,
2007 (Bankr. S.D. Ohio. Lead Case No. 07-15630).  Waco Acquisition
disclosed that its consolidated financial condition as of July 15,
2007, had total assets of $12,662,827 and total debts of  
$25,536,402.

A.F.M. 805, Inc. and eight affiliates, which are subsidiaries of
Waco Acquisition and filed for Chapter 11 on Nov. 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).  A.F.M. 805 and its affiliates
disclosed total assets of $13,813,422 and total debts of $658,578
as of July 15, 2007.

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 and was originally jointly administered
under the Chapter 11 case of A.F.M. 805.  Ohio Valley's bankruptcy
proceeding is now consolidated with Petro Acuqisition.  Ohio
Valley's consolidated financial condition, which includes the
AmeriStop Food Mart company owned stores, as of Aug. 12, 2007,
showed total assets of $6,383,243 and total debts of $3,331,415.

All the voluntary Chapter 11 petitions was filed by receiver
Richard D. Nelson, Esq.  Ronald E. Gold, Esq., at Frost, Brown,
Todd L.L.C., serves as counsel to all the Debtors.


PETRO ACQUISITIONS: Gets Interim Approval to Access DIP Funds
-------------------------------------------------------------
The Hon. Burton Perlman of the U.S. Bankruptcy Court for the
Southern District of Ohio authorized Petro Acquisitions Inc. and
its debtor-affiliates, on an interim basis, to access debtor-in-
possession financing from Wells Fargo Bank, N.A., and Drawbridge
Special Opportunities Fund LP.

Judge Perlman allowed the Debtors to borrow up to $230,000 from
Wells Fargo and $400,000 from Drawbridge.  Judge Perlman further
decreed that upon entry of the final order, the loan amount will
increase up to $410,000 for Wells Fargo and  $645,000 from
Drawbridge.  The financing, unless extended, will mature on
Jan. 31, 2008 and carries interest at 12% per annum calculated on
a 360-day year and actual number of days elapsed in each calendar
month.

The Debtors will need the financing in order to permit, among
other things, the orderly liquidation of their businesses, and to
manage and preserve the assets of their estates in order to
maximize the recovery to all creditors.

The Debtors disclose that as of Oct. 1, 2007, they owe the lenders
$11,263,561 which is secured by first priority perfected liens and
security interests in all of the Debtors' assets and properties,
including, without limitation, all of Petro Acquisitions'
ownership interest in Petro Supply, Inc., OV Acquisitions, Inc.
and Ohio Valley AFM, Inc., and the Debtors' leasehold interests in
certain real property and improvements.

                       Other DIP Financing

The Court also gave A.F.M. 805, Inc. and its debtor-affiliates,
authority, on an interim basis, to borrow up to $700,000 from
Wells Fargo.  The loan, unless extended, will mature on Dec. 31,
2007, and carries interest at 12% per annum.

Gillespie Acquisition Inc. and its debtor-affiliates also obtained
interim authority from the Court to access up to $1,200,000 in DIP
financing from SP Gillespie, LLC.  Gillespie's DIP loan, unless
extended, will mature on Dec. 31, 2007, and carries interest at
12% per annum.

Waco Acquisitions Inc. and debtor-affiliates (excluding the AFM
Debtors) was also granted authority, on an interim basis, to
borrow up to $990,000 from HillStreet Fund III, L.P.  Hillstreet's
loan, unless extended will mature on Feb. 29, 2008 and carries
interest at 12% per annum.

                           About Petro

Based on Cold Spring, Kentucky, Petro Acquisitions Inc., operates
and franchises 140 AmeriStop gas stations and convenience stores
in Ohio, Kentucky and Indiana.  The company filed for Chapter 11
protection on Nov. 21, 2007 (Bankr. S.D. Ohio Case No. 07-15723).  

On Nov. 27, 2007, 30 more affiliates of of Petro Acquisition filed
for Chapter 11 protection.  Included in this filing was O.V.
Acquisition, Inc. and Petro Supply, Inc.  The Debtors' chapter 11
cases are jointly administered with Petro's.  At July 15, 2007,
Petro and its 30 debtor-affiliates disclosed, on consolidated
basis, total assets of $64,256,318 and total liabilities of
$75,553,742.

Petro Acquisition's wholly owned subsidiary Gillespie Acquisition
Inc. filed for Chapter 11 protection, along with 13 affiliates on
Nov. 5, 2007 (Bankr. S.D. Ohio Lead Case No. 07-15378).  
Gillespie's consolidated financial condition as of July 15, 2007
showed total assets of $11,775,952 and total debts of $11,112,880.

Waco Acquisitions Inc., another of Petro's wholly owned
subsidiary, filed for bankruptcy with eight affiliates on Nov. 17,
2007 (Bankr. S.D. Ohio. Lead Case No. 07-15630).  Waco Acquisition
disclosed that its consolidated financial condition as of July 15,
2007, had total assets of $12,662,827 and total debts of  
$25,536,402.

A.F.M. 805, Inc. and eight affiliates, which are subsidiaries of
Waco Acquisition and filed for Chapter 11 on Nov. 12 (Bankr. S.D.
Ohio Lead Case No. 07-15511).  A.F.M. 805 and its affiliates
disclosed total assets of $13,813,422 and total debts of $658,578
as of July 15, 2007.

Ohio Valley A.F.M., Inc., a subsidiary of OV Acquisition, which in
turn is a subsidiary of Waco Acquisition, also filed for
bankruptcy of November 12 and was originally jointly administered
under the Chapter 11 case of A.F.M. 805.  Ohio Valley's bankruptcy
proceeding is now consolidated with Petro Acuqisition.  Ohio
Valley's consolidated financial condition, which includes the
AmeriStop Food Mart company owned stores, as of Aug. 12, 2007,
showed total assets of $6,383,243 and total debts of $3,331,415.

All the voluntary Chapter 11 petitions was filed by receiver
Richard D. Nelson, Esq.  Ronald E. Gold, Esq., at Frost, Brown,
Todd L.L.C., serves as counsel to all the Debtors.


PHARMED GROUP: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Pharmed Group Holdings Inc. submitted to the U.S. Bankruptcy Court
for the Southern District of Florida its schedules of assets and
liabilities, disclosing:

   Name of Schedule            Assets         Liabilities
   ----------------            ------         -----------
   A. Real Property
   B. Personal Property     $14,351,459
   C. Property Claimed
      as Exempt
   D. Creditors Holding                       $16,666,650
      Secured Claims
   E. Creditors Holding                           $35,286
      Unsecured Priority
      Claims
   F. Creditors Holding                       $44,179,518
      Unsecured Nonpriority
      Claims
                            -----------       -----------
                            $14,351,459       $60,881,454

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and    
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.


PHARMED GRP: Hires Ladenburg Thalmann as PAL's Investment Bankers
-----------------------------------------------------------------
The Honorable Robert A. Mark of the U.S. Bankruptcy Court for the
Southern District of Florida authorized Pharmed Group Holdings
Inc. and its debtor-affiliates to employ Ladenburg Thalmann & Co.
Inc. as subsidiary PAL Laboratories Inc.'s investment bankers.

PAL submits that an investment banker will help to facilitate an
orderly and expeditious sale of the PAL enterprise and to maximize
its value.  Ladenburg Thalman is expected to provide investment
banking services including, but not limited to:

   a. development of a process for a sale to potential strategic
      and financial buyers with the objective of maximizing the
      value of the Debtor's assets; reviewing and analyzing the
      business, operations, properties, financial condition and
      prospects of the Debtor;

   b. assisting the Debtor in the preparation of selling
      documents;

   c. making contact with and pre-qualifying parties interested in
      undertaking a transaction (whether a sale, restructuring or
      financing) including, but not limited to, a sale of
      substantially all of the Debtor's assets which may be part
      of a chapter 11 plan of reorganization;

   d. distributing selling documents and providing the Debtor with
      periodic progress reports;
              
   e. assisting in the guidance of the due diligence process;
              
   f. collecting term sheets and, if requested, negotiating with
      interested parties; and

   g. taking such other steps to complete a transaction.

Pursuant to an engagement letter, the Firm will be entitled to
these cash fees for its services:

   a. Monthly Advisory Fee
  
      A monthly financial advisory fee of $25,000.

   b. Transaction Fee

      Upon the closing or consummation of a transaction, PAL will
      pay the Firm a transaction fee of $75,000 if the transaction
      is effectuated with PLD Acquisitions LLC for consideration
      equal to $18,258,000; or $75,000 plus 6% of $18,258,000, if
      the transaction is effectuated for consideration greater
      than $18,258,000.

Barry E. Steiner, the Firm's managing director, assures the Court
that his Firm is a "disinterested person" as defined in Section
101(14) of the U.S. Bankruptcy Code.

Headquartered in Miami, Florida, Pharmed Group Holdings Inc. --
http://www.pharmed.com/-- and its affiliates sends drugs and    
medical supplies on Caribbean cruises.  They distribute medical,
rehabilitative, and surgical supplies throughout the southeastern
U.S., as well as Caribbean, and Central and South American
countries.  They deliver products made by Dynatronics, Welch
Allyn, and Smith & Nephew.  In addition to their distribution
businesses, they make and distribute vitamins, minerals,
nutraceuticals, and dietary supplements.

The company and four debtor-affiliates filed for chapter 11
protection on Oct. 26, 2007 (Bankr. S.D. Fl. Case Nos. 07-19187
through 07-19191).  Paul Steven Singerman, Esq., and Brian Rich,
Esq., at Berger Singerman PA, represent the Debtors.  Trumbull
Group LLC serves as the Debtors' claims and noticing agent.  When
the Debtors filed for bankruptcy, they listed assets between
$1 million and $100 million and debts of more than $100 million.


PNC COMMERCIAL: Fitch Cuts DR Rating on $7 Million Class M Notes
----------------------------------------------------------------
Fitch Ratings has lowered the Distressed Recovery rating on these
class of notes from PNC Commercial Mortgage Acceptance Corp.'s
commercial mortgage pass-through certificates, series 2000-C1:

  -- $7 million class M to 'CCC/DR3' from 'CCC/DR2'.

In addition, Fitch has affirmed the ratings on these classes:

  -- $352.3 million class A-2 at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $34 million class B at 'AAA';
  -- $34 million class C at 'AAA';
  -- $10 million class D at 'AAA';
  -- $26 million class E at 'AAA';
  -- $12 million class F at 'AA';
  -- $12 million class G at 'A';
  -- $18 million class H at 'BBB';
  -- $8 million class J at 'BBB-';
  -- $7 million class K at 'BB';
  -- $8 million class L at 'B'.

The $1.1 million class N remains at 'C/DR6'.  Class A-1
certificates have been paid in full.  The balance of the class O
certificates has been reduced to zero due to realized losses.

The DR rating of class M has been lowered due to a decrease in
expected recoveries as a result of additional expected losses from
a new specially serviced loan.  Thirty-six loans (28.6%) have
defeased since issuance, including six of the top ten loans
(12.4%).  As of the November 2007 distribution date, the pool has
paid down 33.9% to $529.7 million from $801 million at issuance.

There are currently two assets (0.8%) in special servicing: one
real estate owned (REO) property (0.5%) and one loan that is 90+
days delinquent (0.3%).  Expected losses are anticipated to fully
deplete class N (rated 'C/DR6') and impact class M (rated
'CCC/DR3').


PITTSBURGH METALS: Case Summary & 25 Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Pittsburgh Metals Purifying Co., Inc.
             c/o Robert Littman, Esq.
             370 Lexington Avenue
             New York, NY 10017

Bankruptcy Case No.: 07-27571

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Treesdale, Inc.                            07-27576

Chapter 11 Petition Date: November 30, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Norman E. Gilkey, Esq.
                  Babst, Calland, Clements & Zomnir, P.C.
                  Two Gateway Center, 8th Floor
                  Pittsburgh, PA 15222
                  Tel: (412) 394-5400

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
Pittsburgh Metals           $1 Million to          $1 Million to
Purifying Co., Inc.         $100 Million           $100 Million

Treesdale, Inc.             $1 Million to          $1 Million to
                            $100 Million           $100 Million

Debtors' Consolidated List of 25 Top Non-Insider Unsecured
Creditors (The entities listed are the law firms representing the
claimants.):

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Theodore Goldberg, Esq.        personal injury       unknown
Goldberg, Persky & White,
P.C.
1030 Fifth Avenue
3rd Floor
Pittsburgh, PA 15219-6219

Tony Galluci, Esq.             personal injury       unknown
Kelley & Ferraro, L.L.P.
2200 Key Tower
127 Public Square
Cleveland, OH 44114

John D. Cooney, Esq.           personal injury       unknown
Cooney & Conway
120 North LaSalle Street,
Suite 300
Chicago, IL 60602-2415

Goldenberg, Heller &           personal injury       unknown
Antognoli, P.C.

Tom Bevan, Esq.                personal injury       unknown
Bevan & Associates L.P.A.,
Inc.

Simons Cooper, L.L.C.          personal injury       unknown

John A. Peca, Esq.             personal injury       unknown
Climaco, Lefkowitz, Peca,
Wilcox & Garofoli Co., L.P.A.

Edwin H. Beachler, Esq.        personal injury       unknown
Caroselli, Beachler,
McTiernan & Conboy

Theresa Nelson Ruck, Esq.      personal injury       unknown
Baron & Budd, P.C.

Janice M. Savinis, Esq.        personal injury       unknown
Savinis, D'Amico & Kane,
L.L.C.

Bilbruy & Hylla                personal injury       unknown

Joseph R. Biden, III, Esq.     personal injury       unknown
Bifferato, Gentolotti, Biden
& Balick, L.L.C.

John Longos, Esq.              personal injury       unknown
Longos Law Firms

Robert Sweeney, Esq.           personal injury       unknown
Robert E. Sweeney Co., L.P.A.

Chip Hickie, Esq.              personal injury       unknown
Brent, Coon and Associates

Brian M. Frink, Esq.           personal injury       unknown
Mazur & Kittel, P.L.L.C.

Kevin McDermott, Esq.          personal injury       unknown
Law Offices of Kevin McDermott

Robert Sidloski, Esq.          personal injury       unknown

Kelly Thye, Esq.               personal injury       unknown
Young, Reverman & Mazzei Co.,
L.P.A.

Alwyn Hall Luckey, Esq.        personal injury       unknown
Law Office of Alwyn H. Luckey

Robert A. Pritchard, Esq.      personal injury       unknown
Robert Michael Cunningham,
II, Esq.
Robert Gordon Taylor, III,
Esq.
Law Office of Robert A.
Pritchard

William Roberts Wilson, Jr.,   personal injury       unknown
Esq.

Christopher E. Fitzgerald,     personal injury       unknown
Esq.
Garrison, Scott, Gamble &
Rosenthal, P.C.

The Lanier Law Firm            personal injury       unknown

Williams, Kherker, Hart,       personal injury       unknown
Boundas, L.L.P.


POPE & TALBOT: Asks Court's OK to Hire S. Rives as Outside Counsel
------------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the United
Bankruptcy Court for the District of Delaware for authority to
employ Stoel Rives LLP as their special outside counsel.

Pope & Talbot Inc. president and chief executive officer Harold
N. Stanton tells the Court that the Debtors currently do not
employ an attorney who serves in the role of general counsel.  
That void, he relates, has generally been filled by Stoel Rives  
since 1998.  Since that time, the firm has provided the Debtors
with legal advice in connection with corporate advisory matters,
including, corporate counseling, mergers and acquisitions,
financing, tax and securities compliance, employee benefits and
employment law, litigation, and environmental matters.

Thus, Mr. Stanton adds, Stoel Rives, through its prior
representation of the Debtors, has become very familiar with the
Debtors and their business affairs, and has gained extensive
experience in most, if not all, aspects of their legal needs.

Stoel Rives' continued representation of the Debtors is essential
to the successful of their Chapter 11 reorganization, and will
provide a substantial benefit to the Debtors and their estates,
Mr. Stanton emphasizes.

As the Debtors' special outside counsel, Stoel Rives will
continue to advise the Debtors on a wide variety of corporate
advisory matters, including:

   * general corporate;

   * securities compliance;

   * assisting the Debtors' counsel with non-bankruptcy aspects
     of mergers and acquisitions and financing;

   * employee benefits;

   * labor and employment law issues;

   * certain litigation matters currently pending, including two
     employment matters, two workers' compensation matters, and
     one commercial matter; and

   * environmental matters.

The Debtors will pay for Stoel Rives' services at the firm's  
customary hourly rates of $160 to $525 for attorneys, and from
$110 to $220 for para-professionals.   The firm's hourly rates
are subject to adjustment on a periodic basis.

Mr. Stanton tells the Court that the Debtors have provided
Stoel Rives a $75,000 prepetition retainer.  In addition, Stoel
Rives has received approximately $1,268,278 from the Debtors
since Oct. 1, 2006, on account of legal services rendered.

Although Stoel Rives has been paid for all outstanding balances
existing as of the bankruptcy filing, Mr. Stanton clarifies, it is
possible that a modest amount of fees and costs remain
outstanding.  In this event, the firm will file a claim for all
prepetition fees and costs, much of which are likely to relate to
either corporate advisory matters or the preparation of Stoel
Rives' employment application, and all of which would be secured
by and to the extent of the amount of the retainer.

Ruth A. Beyer, Esq., a partner at Stoel Rives, assures the Court
that her firm is a "disinterested person," as the term is defined
in Section 101(14) of the Bankruptcy Code.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products      
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008, as extended.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Selects FTI Consulting as Financial Advisor
----------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates ask the United States
Bankrupty Court for the District of Delaware for permission to
employ FTI Consulting to perform financial advisory services for
them, effective as of Nov. 19, 2007.

The Debtors understand that FTI Consulting Inc., has a wealth of
experience in providing financial advisory services in
restructurings and reorganizations and enjoys an excellent
reputation for services it has rendered in large and complex
Chapter 11 cases on behalf of debtors and creditors throughout
the United States, Harold N. Stanton, president and chief
executive officer of Pope & Talbot Inc., tells the Court.

Thus, the Debtors engaged FTI Consulting on Sept. 5, 2007, to
provide them with financial advisory and consulting services.

Since then, FTI Consulting has developed a great deal of
institutional knowledge regarding the Debtors' operations,
finance and systems, which will be valuable to the Debtors in
their efforts to reorganize.

Pursuant to the terms of an engagement letter between the Debtors
and FTI Consulting, dated September 5, FTI Consulting is expected
to, among other things:

   (1) assist the Debtors with information and analyses required
       pursuant to the Debtors' prepetition financing;

   (2) assist with the identification and implementation of
       short-term cash management reporting procedures;

   (3) assist in the preparation of financial information for
       distribution to creditors, including cash receipts and
       disbursement analysis, analysis of various asset and
       liability accounts, and analysis of proposed transaction;

   (4) assist the Debtors in developing and implementing
       strategies to address critical trade suppliers;

   (5) provide assistance with tax planning and compliance issues
       with respect to any proposed restructuring, as well as any
       and all other tax assistance as may be requested from time
       to time;

   (6) assist the Debtors in the valuation of businesses and in
       the preparation of a liquidation valuation for a
       reorganization plan and disclosure purposes;

   (7) advise and assist the Debtors in reviewing executory
       contracts and providing recommendations to assume or   
       reject;

   (8) advise and assist the Debtors in their assessment of the
       bonus, incentive and severance plans; and

   (9) advise and assist the Debtors in the process of
       identifying and reviewing DIP financing.

Mr. Stanton relates that Scott Rinaldi, a managing director of  
FTI Consulting, has been helping to oversee and coordinate the
Debtors' treasury functions due to the vacancy that exists in the
Debtors' treasurer position.

For contemplated services to be rendered to the Debtors, FTI
Consulting will be paid on an hourly basis:

   Professional                           Hourly Rate
   ------------                           -----------
   Senior Managing Director               $615 to $675
   Directors I Managing Directors         $450 to $590
   Associates I Consultants               $225 to $420
   Administration I Paraprofessionals      $95 to $180

In addition, the Debtors will consider, in their sole discretion,
a value-added fee at the conclusion of FTI Consulting's
engagement that would be based on the firm's contribution to the
success of their restructuring, according to Mr. Stanton.

FTI Consulting should be employed under a general retainer
because of the variety and complexity of the services that will
be required during the Debtors' bankruptcy proceedings, Mr.
Stanton explains.  This retainer, he adds, which is estimated to
total approximately $400,000, will not be segregated by FTI
Consulting in a separate account and will be held until the end
of the case, and applied to FTI Consulting's final Court-approved
fees.

Dewey Inhoff, senior managing director with FTI Consulting,
assures the Court that his firm is a "disinterested person," as
the term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products      
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008, as extended.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: U.S. Trustee Appoints 5-Member Creditors Committee
-----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed five creditors to the Official Committee of Unsecured
Creditors in Pope & Talbot Inc. and its debtor-affiliates' Chapter
11 cases.

The Creditors Committee members are:

   1. McDonnell Investment Management LLC
      Attn: David M. Roberts
      1515 West 22nd Street
      Oak Brook, IL 60523
      Tel No.: (630) 684-8750
      Fax No.: (630) 368-9102

   2. Winthrop Resources Corporation
      Attn: Abigail R. Nesbitt
      11100 Wayzata Blvd., Suite 800
      Minnetonka, MN 55305
      Tel No.: (952) 936-0226
      Fax No.: (952) 933-0201

   3. New Generation Advisers
      Attn: Frederick Baily Dent III
      225 Friend Street, Suite 801
      Boston, MA 02114
      Tel No.: (617) 573-9550
      Fax No.: (617) 573-9554

   4. The Bank of New York Trust Company, N.A.
      Attn: Stuart Kratter
      101 Barclay Street 8 W
      New York, NY 10286
      Tel No.: (212) 815-5466
      Fax No.: (732) 667-4762

   5. United Steelworkers
      Attn: David R. Jury
      Associate General Counsel
      Five Gateway Center, Room 807
      Pittsburgh, PA 15222
      Tel No.: (412) 562-2545
      Fax No.: (412) 562-2574

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

                       About Pope & Talbot

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products      
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008, as extended.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


POPE & TALBOT: Informs B.C. Supreme Court of APA with InterFor
--------------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates informed the British
Columbia Supreme Court that they have agreed to sell three
sawmills located in Castlegar and Grand Forks, British Columbia,
and Spearfish, South Dakota and related timber tenures to
International Forest Products Limited, pursuant to an asset
purchase agreement dated Nov. 19, 2007, entered into among Pope &
Talbot Inc., Pope & Talbot Ltd., Pope & Talbot Lumber Sales Inc.,
and Pope & Talbot Spearfish Limited Partnership and Interfor.

The Debtors also informed the Canadian Court that Interfor is a
"stalking horse bidder" and the Interfor APA requires that they
file with the U.S. Court, and schedule in the CCAA Proceedings,
motions seeking, among other things, the Canadian Court's approval
and authorization of uniform bidding procedures.

The proposed Biding Procedures aim to solicit competitive bids
for the wood products assets contemplated by the Interfor APA,
and are essentially the same in form and substance filed by the
U.S. Debtors in their Chapter 11 proceedings.

As reported in the Troubled Company Reporter on Nov. 30, 2007,
the Debtors asked the United States Bankruptcy Court for the
District of Delaware to approve the Bidding Procedures.
The Debtors also asked the Court to set a sale hearing no later
than Jan. 8, 2007.  

Headquartered in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products      
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expires
on Jan. 16, 2008, as extended.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Laura Davis Jones, Esq. at  Pachulski, Stang,
Ziehl & Jones L.L.P. is Debtors' proposed bankruptcy counsel.  
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

The Debtors' exclusive period to file a plan expires on March 18,
2008.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.  (Pope & Talbot
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


QUAKER FABRIC: Can Reject Unexpired Leases Under Gordon Pact
------------------------------------------------------------
Quaker Fabric Corp. and Quaker Fabric Corporation of Fall River
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to reject certain unexpired equipment and real
property leases, nunc pro tunc to each leases' respective date
of rejection.

As reported in the Troubled Company Reporter on Nov. 12, 2007,
the Debtors sold substantially all of their assets to Gordon
Brothers Group LLC including the right to designate the buyer
for certain percels of real property and leases for approximately
$27 million by way of an auction.

Pursuant to the rights, Gordon Brothers has the exclusive right to
market and direct the disposition of leases and to designate the
ultimate assignee of all the Debtors' right, title and interest in
and to such leases.  In addition, Gordon Brothers has the right to
discontinue its efforts to market and attempt to sell any such
leases and to remove itself from liability with respect to the
leases.

On Oct. 15, 2007, Gordon Brothers delivered to the Debtors a
notice that Gordon had exercised its rights with respect to the
leases to the Debtors' Los Angeles, California warehouse, and the
Debtors' Highpoint warehouse in Thomasville, North Carolina.

The Debtors told the Court that rejection of the leases is in the
best interests of their creditors and estates, since the Debtors
have ceased their operations prior to their bankruptcy filing.

A list of these real property leases and unexpired equipment can
be obtained at http://researcharchives.com/t/s?251f

                       About Quaker Fabric

Based in Fall River, Mass., Quaker Fabric Corp. (NASDAQ: QFAB)
-- http://www.quakerfabric.com/-- designs, manufactures, and
markets woven upholstery fabrics primarily for residential
furniture manufacturers and jobbers.  It also develops and
manufactures specialty yarns, including chenille, taslan, and spun
products for use in the production of its fabrics, as well as for
sale to distributors of craft yarns, and manufacturers of
homefurnishings and other products.  The company is one of the
largest producers of Jacquard upholstery fabrics.

Quaker Fabric sells its products through sales representatives
andindependent commissioned sales agents in the United States,
Canada, Mexico, and internationally.

The company and its affiliate, Quaker Fabric Corporation of Fall
River, filed for chapter 11 protection on Aug. 16, 2007 (Bankr. D.
Del. Case No. 07-11146).  John D. Sigel, Esq. at Wilmer Cutler
Pickering Hale and Dorr LLP and Joel A. Waite, Esq. at Young
Conaway Stargatt & Taylor LLP are co-counsels to the Debtors.  
Epiq Bankruptcy Solutions is the Debtors' claims agent.  The
Official Committee of Unsecured Creditors has selected Shumaker,
Loop & Kendrick, LLP, as its bankruptcy counsel and Benesch,
Friedlander, Coplan & Aronoff, LLP, as co-counsel.

The Debtors' schedules reflect total assets of $41,375,191 and
total liabilities of $54,435,354.


QUEST MINERALS: Sept. 30 Balance Sheet Upside-Down by $3,318,729
----------------------------------------------------------------
Quest Minerals & Mining Corp.'s consolidated balance sheet at
Sept. 30, 2007, showed $5,532,049 in total assets and $8,850,778
in total liabilities, resulting in a $3,318,729 total
shareholders' deficit.

At Sept. 30, 2007, the company's consolidated balance sheet also
showed strained liquidity with $14,681 in total current assets
available to pay $7,659,483 in total current liabilities.

The company reported a net loss of $692,243 on coal revenues of
$43,543 for the third quarter ended Sept. 30, 2007, compared with
a net loss of $1,786,861 on $-0- of revenues in the same period
last year.

In the second quarter of 2007, Quest resumed mining operations at
its Pond Creek Mine at Slater's Branch.  Before that time, Quest
had not been generating revenues from any of its mines since
June 2005, when, due to equipment breakdowns, licensing and permit
issues, and a lack of working capital, Quest had to shut down the
mines.

The company recorded a loss on derivative expense of $620,524 for
the three months ended Sept. 30, 2006, as a result of the issuance
of convertible notes and warrants at a discounted rate relative to
the market price of the underlying common stock.

For the first nine months ended Sept. 30, 2007, the company had
revenues of $99,420, compared to $-0- in 2006.  Net loss was
$4,147,077 compared to net income of $219,085 in the first nine
months of 2006.  The net income recorded in the first three
quarters of 2006 was primarily attributable to a gain on
derivatives of $4,695,105.  This compares with a gain on
derivatives of $229,293 in the first three quarters of 2007.

Quest incurred an operating loss of $4,554,631 for the nine months
ended Sept. 30, 2007, compared to an operating loss of $4,476,020
for the nine months ended Sept. 30, 2006.  It had higher operating
losses in the first three quarters of 2007 as compared to 2006
primarily from increases in production costs and the recognition
of a beneficial conversion expense.  This was offset by an
increase in revenues and decreases in interest expense and stock
compensation expense.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25f0

                       Going Concern Doubt

Kempisty & Company, in New York, expressed substantial doubt about
Quest Minerals & Mining Corp.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, 2005, and 2004.  
The auditing firm reported that the company has incurred operating
losses since inception and requires additional capital to continue
operations.  Additionally, the company could lose all of its
operating assets through current and/or pending litigation.

                      About Quest Minerals

Headquartered in  Paterson, N.J., Quest Minerals & Mining Corp.
(OTC BB: QMMC.OB) -- http://www.questmining.net/ -- acquires and   
operates energy and mineral related properties in the southeastern
part of the United States.  

On Feb. 28, 2007, one of the company's wholly-owned subsidiaries,
Gwenco Inc., filed a voluntary petition for reorganization under
Chapter 11 of the U.S. Bankruptcy Code.  Neither the company nor
any of its other subsidiaries were included in the filing.  As a
result, all pending legal actions against Gwenco, including the
pending foreclosure actions, were automatically stayed.

Gwenco leases over 700 acres of coal mines, with approximately
12,999,000 tons of coal in place.


RESCARE INC: Increases Credit Facility to $250 Million
------------------------------------------------------
ResCare Inc. has amended its senior secured credit facility.  The
amended credit facility increases the revolver capacity by
$50 million to $250 million.  

A $50 million "accordion feature" remains in place, which
allows the company to expand its total borrowing capacity to
$300 million.  The amendment also makes some definitional and
technical changes.  The credit facility expires on Oct. 3, 2010,
and is secured by a lien on the assets of the company and its
subsidiaries.

The credit facility will be used for working capital purposes,
letters of credit required under its insurance programs and for
acquisitions.

"The amended credit facility gives us greater borrowing capacity
to support our continued growth strategy," Ralph G. Gronefeld,
Jr., ResCare president and chief executive officer, remarked.  "We
view this transaction as a vote of confidence from our bank group,
which includes a new additional lender."

                       About ResCare Inc.

Headquartered in Louisville, Kentucky, ResCare Inc. --
http://www.rescare.com/--  provides services in 36 states,  
Washington, D.C., Puerto Rico and Canada.  Founded in 1974,
ResCare is a human service company that provides residential,
therapeutic, job training and educational supports to people with
developmental or other disabilities, to youth with special needs
and to adults who are experiencing barriers to employment.  

                         *     *     *

In September 2006, Moody's placed the company's long-term
corporate family rating and probability of default rating at Ba3,
bank loan debt rating at Ba1, and senior unsecured debt rating at
B1.  These ratings still hold to date.  The outlook is stable.

Standard & Poor's placed the company's long-term foreign and local
issuer credits at BB- in August 2006, which still holds to date.  
The outlook is stable.


ROADHOUSE GRILL: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Roadhouse Grill Inc. and its debtor-affiliate, R.H.G. Acquisition
Corp., submitted to the U.S. Bankruptcy Court for the Southern
District of Florida their schedules of assets and liabilities,
disclosing:

   Name of Schedule            Assets         Liabilities
   ----------------            ------         -----------
   A. Real Property
   B. Personal Property      $5,209,124
   C. Property Claimed
      as Exempt
   D. Creditors Holding                        $2,292,173
      Secured Claims
   E. Creditors Holding                       $19,379,311
      Unsecured Priority
      Claims
   F. Creditors Holding                       
      Unsecured Nonpriority
      Claims
                            ----------        -----------
                            $5,209,124        $21,671,484

Headquartered in Palm Beach, Florida, Roadhouse Grill, Inc. --
http://www.roadhousegrill.com/-- owned 57 restaurants and   
franchised 12 branches to five other companies.  The company and
its affiliate, R.H.G. Acquisition Corp., filed for chapter 11
protection on Oct. 8, 2007 (Bankr. S.D. Fla. Case Nos. 07-18410
and 07-18414).  The Debtors are represented by Kelley & Fulton
P.A.


ROADHOUSE GRILL: Court OKs Genovese Joblove as Committee's Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Roadhouse Grill Inc. and its debtor-affiliate,
R.H.G. Acquisition Corp., obtained permission from the U.S.
Bankruptcy Court for the Southern District of Florida to retain
Paul J. Battista, Esq., and Genovese, Joblove, and Battista, P.A.,
as its counsel, nunc pro tunc to Oct. 19, 2007.

Genovese Joblove is expected to:

   a) advise the Committee with respect to its rights, powers, and
      duties in this Chapter 11 case;

   b) assist and advise the Committee in its consultations with
      the Debtor relative to the administration of this Chapter 11
      case;

   c) assist the Committee in analyzing the claims of the Debtor's
      creditors and in negotiating with such creditors;

   d) assist with the Committee's investigation of the acts,
      conduct, assets, liabilities, and financial condition of the
      Debtor and of the operation of the Debtor's business;

   e) assist the Committee in its analysis of, negotiations with,
      the Debtor and any third party concerning matters related
      to, among other things, the terms of a plan or plans of
      reorganization;

   f) assist and advise the Committee with respect to its
      communications with the general creditor body regarding
      significant matters in this Chapter 11 case;

   g) represent the Committee at all hearings and other
      proceedings in this Chapter 11 case;

   h) review and analyze all applications, motions, orders,
      statements of operations, and schedules filed with the Court
      and advise the Committee as to their propriety;

   i) assist the Committee in proparing pleadings and applications
      as may be necessary in furtherance of the Committee's   
      interests and objectives; and

   j) perform other legal services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties as set forth in the
      Bankruptcy Court.

Mr. Battista disclosed that his hourly rate is $475 per hour.   He
further disclosed the hourly rates of Glenn D. Moses, Esq., and
Heather Yonke, Esq., attorneys principally working on these cases,
are $395 and $265, respectively.

             Professional              Hourly Rate
             ------------              -----------
             Associate Attorneys       $210 - $265
             Legal Assistants          $75 - $160

To the best of the Committee's knowledge, Mr. Battista and his
Firm do not hold or represent any interest adverse to the Debtor
or its estate on any matters in the which Mr. Battista is engaged.

Headquartered in Palm Beach, Florida, Roadhouse Grill, Inc. --
http://www.roadhousegrill.com/-- owned 57 restaurants and   
franchised 12 branches to five other companies.  The company and
its affiliate, R.H.G. Acquisition Corp., filed for chapter 11
protection on Oct. 8, 2007 (Bankr. S.D. Fla. Case Nos. 07-18410
and 07-18414).  The Debtors are represented by Kelley & Fulton
P.A.


SHANDONG ZHOUYUAN: Posts $167,810 Net Loss in Third Quarter
-----------------------------------------------------------
Shandong Zhouyuan Seed and Nursery and Nursery Co. Ltd. reported a
net loss of $167,810 on sales of $152,215 for the the third
quarter ended Sept. 30, 2007, compared with a net loss of $89,181
on sales of $20,972 in the same period last year.

The company incurred a $114,334 consulting fee expense in the
third quarter, which was paid to three consultants who provided
assistance in developing the company's business plan.  

At Sept. 30, 2007, the company's consolidated balance sheet showed
$3,513,745 in total assets, $2,923,030 in total liabilities,
$317,958 in minority interest, and $272,757 in total stockholders'
equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $384,930 in total current assets
available to pay $2,923,030 in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25ee

                       Going Concern Doubt

Kempisty & Company, in New York, expressed substantial doubt about
Shandong Zhouyuan Seed and Nursery Co. Ltd.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2006.  The
auditing firm reported that the company had net losses of $322,586
and $228,848 for the years ended Dec. 31, 2006 and 2005,  
respectively; and an accumulated deficit of $1,792,706 at Dec. 31,
2006.  Additionally, the company defaulted on bank loans and
interest payments, totaling $1,501,979, as of Dec. 31, 2006.

At Sept. 30, 2007, the company remains in default on its bank
loans and interest payments, totaling $1,677,088.

                     About Shandong Zhouyuan

Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) is a
large-sized hi-tech corporation, which is incorporated in the
State of Delaware under the laws of United States.  SZSN, through
its operating subsidiary, Shandong Zhouyuan Seed and Nursery Co.
Ltd. grows, produces and markets the seeds with high starch
content for use in industrial food production in China.  Zhouyuan
is located in Laizhou, Shandong province.  Its business covers the
agriculture seeds development and distribution over more than
twenty provinces in China.  Now Zhouyuan ranks as one of the top
three seed producers in the Laizhou District, which is known as
the "Seed Valley of China".


SHEARSON FINANCIAL: Posts $723,824 Net Loss in Third Quarter
------------------------------------------------------------
Shearson Financial Network Inc. reported a net loss of $723,824
for the third quarter ended Sept. 30, 2007, compared with net
income of $1.9 million for the corresponding period a year ago.

Net revenues from origination and sale of loans decreased 76.7% or
$3.7 million to $1.1 million for the quarter ended Sept. 30, 2007,
from $4.8 million for the quarter ended Sept. 30, 2006.  The
decrease is due to the elimination of the wholesale and mortgage
banking revenue.

For the quarter ended Sept. 30, 2007, the company generated income
from operations of $490,680 offset by interest expense, debt
discount expense and loss from the sale of mortgages of
$1.1 million adjusted by the loss attributable to Allstate Home
Loans or minority shareholder interest of $75,743.  For the
quarter ended Sept. 30, 2006, the company recorded forgiveness of
debt of $2.6 million offset by a loss from operations of $527,524
and interest expense of $86,922.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$11.0 million in total assets, $4.6 million in total liabilities,
$140,293 in minority shareholder interest, and $6.3 million in
total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2.4 million in total current
assets available to pay $3.6 million in total current liabilities.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25f3

                           Liquidity

As a result of to the severe restrictions placed by the mortgage
banking industry on its credit facilities available to mortgage
bankers due to the collapse of the sub-prime loan market, the
company has limited its mortgage banking activities to bank loans
for which it has firm purchase commitments.  Further, the company
is only using warehouse credit lines which allow the company to
fund at 100% of the loan amount advanced.  All other loans
originated by the company are brokered to its over 100
correspondents which reduces risk on sale, but also improves the
company's liquidity.  

The company has a warehouse loan agreement with Warehouse One
which provides a warehouse credit facility of up to $10 million.
On August 1st 2007, the company was informed that Warehouse One
was ceasing operations and would no longer accept loans.  Shearson
Home loans was instructed by Warehouse One to liquidate its
remaining loans on the credit facility as soon as possible.  As of
Sept. 30, 2007, the balance on this facility was $-0-.

Allstate Home Loans Inc., which the company acquired 85% of the
outstanding stock on July 29, 2006, has a line of credit with
Residential Funding Corporation.  The RFC line of credit is a
$30 million facility and is personally guaranteed by Greg
Shanberg, former president of Allstate Home Loans and Shearson
Financial Network Inc.  The facility contains restrictive
covenants of which tangible net worth must be greater than
$4,000,000, debt leverage ratio must not exceed 15:1 and which
cash must not be less than $800,000.  Allstate Home Loans Inc.
currently does not meet cash requirements and was not current with
its interest payments which resulted in an event of default.  The
facilities are collateralized by the related mortgage loans
receivable.  At Sept. 30, 2007, the outstanding balance was $-0-.

                       Going Concern Doubt

Pollard-Kelley Auditing Services Inc. in Fairlawn, Ohio, expressed
substantial doubt about Shearson Financial Network 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
not generated significant profits to date and in addition,
management believes that it will need additional equity or debt
financing to be able to sustain profitability.  

Although the company reported a profit for the year ended
Dec. 31, 2006 of $2.8 million, the company has suffered recurring
losses from operations and has an accumulated deficit of
$29.3 million as of Sept. 30, 2007.

                     About Shearson Financial

Based in Henderson, Nevada, Shearson Financial Network Inc. (OTC
BB: SFNN.OB) -- http://www.shearsonfinancialnetwork.com/ -- is a  
direct-to-consumer mortgage broker and banker with revenues
derived primarily from origination commissions and resale of whole
loans earned on the closing of first and second mortgages on
single-family residences.  The company has acquired and intends to
acquire other businesses in the direct-to consumer mortgage
brokerage business and may acquire other businesses that are
outside the direct-to-consumer mortgage brokerage business.  The
company has also recently expanded its loan servicing operations
and has contracted with several mortgage pool owners to service
those pools of loans.


TACOS EL GORDO: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Tacos El Gordo De Tijuana, B.C., Inc.
        1310 Third Avenue
        Chula Vista, CA 91911

Bankruptcy Case No.: 07-06842

Type of Business: The Debtor owns and manages a restaurant that
                  serves Mexican food.

Chapter 11 Petition Date: November 30, 2007

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Thomas S. Engel, Esq.
                  Engel and Miller
                  964 Fifth Avenue, Suite 400
                  San Diego, CA 92101
                  Tel: (619) 544-1415

Total Assets:  $373,014

Total Debts: $3,181,482

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
I.R.S.                                               $391,625
Insolvency Group 2
880 Front Street
San Diego, CA 92101-8869

Rocky's Food Distributors,                           $279,693
Inc.
1521 Beach Street
Montebello, CA 90640

Rene Macias                    work compensation           $0
Attention: Thomas A. Shpall,   claim
Esq.
401 B. Street, Suite 2209
San Diego, CA 92101


THORPE INSULATION: Pacific Wants Ex-Judge Renfrew as Futures Rep.
-----------------------------------------------------------------
Pacific Insulation Company, Thorpe Insulation Company's debtor-
affiliate, asks the U.S. Bankruptcy Court for the Central District
of California for permission to appoint Honorable Charles B.
Renfrew as its futures representative.

Mr. Renfrew will represent future asbestos claimants.  Mr. Renfrew
is a retired judge for the Northern District of California and a
former deputy general of the United States.

As futures representative, Mr. Renfrew will have standing to be
heard as a party-in-interest in every matter relevant to the
interests of future asbestos claimants in Pacific's chapter 11
case and any established trust.  Mr. Renfrew will participate in
claims objection, estimation and plan negotiation processes, and
apply to the Court for an order seeking clarification or expansion
of his authority or duties.

Furthermore, Mr. Renfrew will be authorized to exercise the powers
and duties delegated to official committees with respect to
participation in the formulation of a plan.

Mr. Renfew may retain attorneys and other professionals subject to
Court approval.

Compensation of Mr. Renfrew and his retained professionals will be
payable subject to Court approval.  The Debtor has agreed to pay
Mr. Renfew at his current hourly rate of $700.

                       Need of Futures Rep

Pacific relates that one of the key elements of a plan of
reorganization proposed by the Debtor in the case will be to
establish a trust and channeling injunction where current and
future asbestos-related personal injury and wrongful death claims
involving the Debtor will be channeled for liquidation and
payment.

Pacific believes, based up the numerous asbestos-related lawsuits
that have been filed against it, that numerous claims will
continue to be asserted in the future.  Hence, the Debtor believes
that the appointment of a futures representative is important at
the early stage of the case.  The futures representative will
facilitate the negotiations between various constituencies over
the terms of a plan of reorganization and result in a more
efficient process.

Pacific recognizes that potential conflicts exist between the
interest of the future asbestos claimants and current asbestos
claimants.  These conflicts, Pacific says, are the reasons for the
Debtor's retention of a futures representative.

The Debtor believes that the appointment of Mr. Renfew as futures
representative is in the best interest of the Debtor, its estate
and creditors and parties-in-interest.

The Court is set to hear Pacific's request on Dec. 12, 2007, at
10:00 a.m.

                     About Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos. It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.


THORPE INSULATION: Wants to Hire Morgan Lewis as Insurance Counsel
------------------------------------------------------------------
Thorpe Insulation Company asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Morgan,
Lewis & Bockius LLP as its special insurance counsel, effective as
of Oct. 15, 2007.

Morgan Lewis will represent the Debtor in connection with its
pending insurance coverage litigation and related matters.

Morgan Lewis' proposed employment does not include representing
Thorpe in asbestos litigation and Morgan Lewis will not represent
its asbestos litigation clients in relation to Thorpe's bankruptcy
case.

The Debtor will pay Morgan Lewis:

   a. 20% of all recoveries from insurance companies in excess of
      $25,000,000, net of costs and expenses;

   b. 16% of all recoveries from insurance companies in excess of
      $25,000,000, net of costs and expenses; and

   c. 12% of all recoveries from insurance companies in excess of
      $25,000,000, net of costs and expenses.

A year prior to bankruptcy, Morgan Lewis rendered services and
advanced costs on behalf of the Debtor for which Morgan Lewis has
not yet been paid.

The Debtor believes that the retention of Morgan Lewis is in the
best interests of the Debtor and its estate.

The Court has set a hearing to consider approval of the Debtor's
request on Dec. 12, 2007, at 10:00 a.m.

The firm can be reached at:

             Michael Y. Horton
             Morgan, Lewis & Bockius LLP
             1701 Market Street
             Philadelphia, PA 19103-2921
             Tel: (215) 963-5000
             Fax: (215) 963-5001
             http://www.morganlewis.com/

                     About Thorpe Insulation

Long Beach, California-based Thorpe Insulation Company, formerly
Plant Insulation Company, was incorporated in April 10, 1948.  It
supplied and distributed asbestos thermal insulation in Southern
California before about 1972.  The company's products included
pipe and boiler insulation, asbestos cloth and insulating mud.  
After 1972, some of Thorpe's operations also involved asbestos and
lead abatement, including repairing insulation that contained
asbestos at commercial and industrial sites.

On or about Dec. 17, 2004, Thorpe's lender, Pacific Funding Group
LLC, sold its collateral at a foreclosure sale to Farwest
Insulation Consulting owned by Eric and David Fults.  Following
the foreclosure, Thorpe ceased operation of its business.  To
date, Thorpe has been subjected to about 12,000 claims and
lawsuits related to asbestos.

Thorpe filed for chapter 11 protection on Oct. 15, 2007 (Bankr.
C.D. Calif. Case No. 07-19271).  Jeremy V. Richards, Esq., and
Scotta E. McFarland, Esq., at Pachulski, Stang, Ziehl & Jones,
LLP, represent the Debtor.  When the Debtor filed for protection
from its creditors, it disclosed estimated assets and debts of
more than $100 million.

Los Angeles-based Pacific Insulation Company was incorporated in
California by Thorpe on May 23, 2000, to be its wholly owned
subsidiary.  On Oct. 1, 2000, Pacific transferred 100% of its
shares to Thorpe in exchange for Thorpe's materials division
assets.  Thorpe's sole shareholders and board members, Robert W.
Fults and Linda Fults, own 50.1% and 49.9% of Pacific,
respectively.  Pacific is a southwest commercial and industrial
insulation distributor and fabricator with locations in Southern
and Northern California, Arizona, and Nevada.  It provides pipe,
air handling, fire barrier, board and blanket insulation as well
as adhesives, mastics and sealants.  Pacific has never installed
or sold any materials containing asbestos. It currently has 55
full-time employees.

Pacific filed for chapter 11 petition on Oct. 31, 2007 (Bankr.
C.D. Calif. Case No. 07-20016) due to its alleged asbestos
liability and the failure of Thorpe's insurers to pay asbestos
claims asserted against Thorpe.  John A. Lapinski, Esq., Leslie R.
Horowitz, Esq., and Stephen R. Hyam, Esq., at Clark & Trevithick
represent Pacific in its restructuring efforts.

On Nov. 6, 2007, Pacific's case was jointly administered under
Thorpe Insulation's bankruptcy proceeding.

Caplin & Drysdale, Chartered and Heller Ehrman LLP are co-counsels
to the Official Committee of Unsecured Creditors.


TRAVELCLICK HOLDINGS: Moody's Puts Corporate Family Rating at B1
----------------------------------------------------------------
Moody's Investors Service assigned to TravelCLICK Holdings, Inc. a
B1 Corporate Family Rating, a B1 Probability of Default Rating and
a Ba3 rating to the proposed $105 million senior secured credit
facility.  The rating outlook is stable.  This is the first time
Moody's has rated the debt of this privately-held provider of
marketing and reservation services to independent and chain hotels
worldwide.

The B1 Corporate Family Rating reflects the benefit of some
earnings visibility with TravelCLICK's subscription-based
revenues, historically stable cash flow and profitability trends,
and a diverse customer base consisting of a broad distribution of
geographies - notable for a company of its size.  The Corporate
Family Rating, constrained by TravelCLICK's small revenue base of
about $150 million, also reflects concerns regarding the company's
reliance on certain strategic partners, the cyclicality and highly
competitive nature of the hotel industry and the company's lack of
a track record operating in a leveraged environment.

The stable rating outlook anticipates that TravelCLICK will
continue to experience strong demand and double-digit organic
revenue growth in its Market Intelligence and Digital Marketing
segments, while concurrently achieving modest margin improvements.  
Moody's further expects that FY08 capital expenditure and working
capital needs will not vary materially from recent levels,
enabling TravelCLICK to make meaningful voluntary debt repayments.

TravelCLICK has signed an agreement to be acquired by an
investment group led by Genstar Capital, LLC.

The transaction will be financed with a $90 million senior secured
term loan B, $40 million of senior subordinated notes (unrated by
Moody's), and total equity of approximately $153.5 million.

A $15 million senior secured revolver is not expected to be drawn
at close.

These ratings (assessments) were assigned to TravelCLICK:

  * $90 million senior secured term loan due 2013, Ba3 (LGD2, 29%)
  * $15 million senior secured revolver due 2012, Ba3 (LGD2, 29%)
  * Corporate Family Rating, B1
  * Probability of Default Rating, B1

The ratings are subject to the conclusion of the proposed
transaction and Moody's review of final documentation.

TravelCLICK Holdings, Inc. is a leading provider of marketing and
reservation services to independent and chain hotels worldwide.  
Founded in 1999 and headquartered in Schaumburg, Illinois,
TravelCLICK's customer base is comprised of over 12,000 hotels in
more than 140 countries.  For the twelve months ended Sept. 30,
2007, the company generated revenue of $141.7 million.


TREY RESOURCES: SWK Solutions Inks Financing Deal to Fund Buyout
----------------------------------------------------------------
SWK Solutions LLC has executed a financing proposal from an
institutional investor to fund the acquisition of SWK Technologies
Inc., a subsidiary of Trey Resources Inc.

As reported in the Troubled Company Reporter on Nov. 29, 2007,
SWK Technologies entered into a letter of intent to sell the
majority of its assets and liabilities to SWK Solutions LLC, an
entity formed by Jeffrey D. Roth, CEO of SWK Technologies Inc. and
its management team.

The transaction is expected to close during the first quarter of
2008.

"The transaction is moving forward at a steady pace," Mark Meller,
CEO of Trey Resources, said.  "Now that a financing proposal has
been executed, we can begin the arduous task of preparing and
finalizing the legal agreements to close on the transaction.  Due
diligence has already commenced, and we expect that the
transaction will be able to close in the first quarter of 2008 as
scheduled."

"We are moving forward expeditiously, and look forward to
finalizing the transaction as soon as possible," Jeffrey D. Roth,
CEO of SWK Technologies, stated.

Headquartered in Livingston, New Jersey, Trey Resources Inc. (OTC
BB: TYRIA.OB) -- http://www.treyresources.com/-- is an   
information technology and software company.  Through its
principal operating subsidiary, SWK Technologies Inc., the company
is a value added reseller of Best Software's financial accounting
software, including MAS90, MAS200, MAS500, and BusinessWorks.   
Trey also publishes MAPADOC, its own proprietary electronic data    
interchange software.  In addition, the company provides network
service and business consulting services for its clients, which
includes providing Sarbanes Oxley (SOX 404) technology audits for
public companies.

Trey Resources Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $2,282,762 in total assets and $6,294,319 in total
liabilities, resulting in a $4,011,557 total shareholders'
deficit.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 21, 2007,
Bagell, Josephs, Levine & Company LLC, in Gibbsboro, New Jersey,
expressed substantial doubt about Trey Resources Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the years ended Dec. 31,
2006, and 2005.  The auditing firm pointed to the company's
substantial accumulated deficits and operating losses.


TRIAXX FUNDING: Moody's Cuts Ratings on Mezzanine Term Notes
------------------------------------------------------------
Moody's Investors Service downgraded these Mezzanine Term Notes
issued by Triaxx Funding High Grade I, Ltd.:

    (1) $80,000,000 Class B-1 Mezzanine Floating Rate Notes Due
        2047

        Prior Rating: Aaa, on review for downgrade
        Current Rating: Ba1, on review with direction uncertain

    (2) $41,000,000 Class B-2 Mezzanine Floating Rate Notes Due
        2047

        Prior Rating: Aaa, on review for possible downgrade
        Current Rating: Ba2, on review with direction uncertain

    (3) $149,375,000 Class C Mezzanine Floating Rate Deferrable
        Interest Notes Due 2047

        Prior Rating: Ba2, on review for possible downgrade
        Current Rating: Caa1 , on review with direction uncertain

    (4) $8,000,000 Class D Mezzanine Floating Rate Deferrable
        Interest Notes Due 2047

        Prior Rating: Ba2, on review for possible downgrade
        Current Rating: Caa2, on review with direction uncertain

Triaxx Funding High Grade I, Ltd. is a Structured Investment
Vehicle (SIV) - Lite managed by ICP Asset Management LLC.

Moody's rating action reflects continued deterioration in market
value of the portfolio, which consists of prime RMBS with a
preponderance of Alt A mortgages.  The rating actions also reflect
uncertainty regarding (i) the renewal of existing repurchase
facilities that provide liquidity to the vehicle and (ii)
potential restructuring of the transaction.


UNITED REFINING: Earns $85.7 Mil. in Year Ended August 31, 2007
---------------------------------------------------------------
United Refining Company reported net income of $85.7 million for
the year ended Aug. 31, 2007, an increase of $21.7 million or
33.9% from net income of $64.0 million for the year ended Aug. 31,
2006.

Earnings before interest, taxes, depreciation, and amortization
for the fiscal year ended Aug. 31, 2007, increased
$41.4 million to $191.7 million from $150.3 million for the fiscal
year ended Aug. 31, 2006.

Net sales for the year ended Aug. 31, 2007 was $2.40 billion, a
$32.0 million decrease from $2.44 billion in the prior year.  
Decreases in net sales for the yearended Aug. 31, 2007, were due
to a decrease in wholesale salesvolume as a result of scheduled
refinery maintenance turnaroundprojects and resulting lower crude
throughputs.  This decrease in wholesalesales was partially offset
by increased retail sales of $54.5 million.

Operating income for the year ended Aug. 31, 2007, was
$170.3 million, an increase of $38.2 million from the
$132.1 million in operating income for the year ended Aug. 31,
2006.

At Aug. 4, 2007, the company's balance sheet showed total assets
of $1.15 billion, total liabilities of $589.83 million and total
shareholders' equity of 560.17 million.

                      About United Refining

United Refining Company -- http://www.urc.com/-- is an   
independent refiner and marketer of petroleum products.  The
company fuel cars, trucks, airplanes and farm and construction
equipment, as well as the homes and industries.  The company's
market includes Pennsylvania and portions of New York and Ohio.

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Moody's assigned a B3 rating to United Refining Company's proposed
$100 million senior unsecured notes offering.  Simultaneously,
Moody's affirmed the B3 corporate family rating, the B3
Probability of Default rating, and upgraded the ratings on the
existing notes to B3 (LGD 4, 58%) from Caa1 (LGD 4, 61%).

At the same time, Standard & Poor's Ratings Services raised its
corporate credit rating and senior unsecured ratings on petroleum
refiner and marketer United Refining Co. to 'B' from 'B-',
reflecting United's improved liquidity and financial strength,
supported by the solid near-term outlook for refining
margins.  Also, Standard & Poor's assigned its 'B' senior
unsecured rating to the proposed $100 million add-on to United's
existing senior notes due 2012.  The outlook is stable.

All ratings mentioned still hold to date.


UNUM GROUP: Reports Final Results of $400 Million Tender Offers
---------------------------------------------------------------
Unum Group reported the final results of its cash tender offers
for up to $400 million aggregate liquidation amount or principal
amount of its outstanding securities identified in its Offer to
Purchase dated Oct. 31, 2007.

According to D.F. King & Co., the Tender Agent and Information
Agent for the Offers:

   --$23,547,000 in aggregate liquidation amount of the 7.405%
     Capital Securities due March 15, 2038, were validly
     tendered and not withdrawn prior to 12:00 midnight, New
     York City time, on Nov. 29, 2007.  The company has
     accepted for payment all of the tendered 7.405% Capital
     Securities.

   -- $222,034,000 in aggregate principal amount of the 7.625%
      Senior Notes due March 1, 2011, were validly tendered and
      not withdrawn prior to the Expiration Date.  The offer
      for the 7.625% Senior Notes is subject to proration.  
      Accordingly, the company has accepted for payment
      $99,859,000 of the 7.625% Senior Notes.

   -- $210,482,000 in aggregate principal amount of the 7.375%
      Senior Debentures due June 15, 2032, were validly
      tendered and not withdrawn prior to the Expiration Date.  
      The company has accepted for payment all of the tendered
      7.375% Senior Debentures.

   -- $114,797,000 in aggregate principal amount of the 6.75%
      Notes due Dec. 15, 2028, were validly tendered and not
      withdrawn prior to the Expiration Date.  The offer for
      the 6.75% Notes is subject to a proration.  Accordingly,
      the company has accepted for payment $66,053,000 of the
      tendered 6.75% Senior Notes.

Because the aggregate liquidation or principal amount, as
applicable, of the 7.405% Capital Securities due March 15, 2038,
the 7.625% Senior Notes due March 1, 2011, the 7.375% Senior
Debentures due June 15, 2032, and the 6.75% Notes due Dec. 15,
2028, tendered and not validly withdrawn prior to the Expiration
Date exceeded the Tender Cap, the company will not purchase any of
the 7-1/4% Senior Notes due March 15, 2028, the 7% Senior Notes
due July 15, 2018, or the 5.859% Senior Notes due May 15, 2009 in
the Offers.  

Securities of these series that have been tendered were returned
promptly to tendering holders after the Expiration Date.

The principal amount of each series of Securities validly tendered
and not validly withdrawn and the principal amount accepted for
purchase are:

   a) Title of Security: 7.405% Capital Securities due
                         March 15, 2038
      Acceptance Priority Level: 1
      Liquidation Amount/
      Principal Amount Outstanding: $250,000,000
      Principal Amount of Securitities Tendered: $23,547,000
      Principal Amount Accepted for Purchase: $23,547,000
      Proration Factor: N/A

   b) Title of Security: 7.625% Senior Notes due March 1, 2011
      Acceptance Priority Level: 2
      Liquidation Amount/
      Principal Amount Outstanding:  $325,000,000
      Principal Amount of Securitities Tendered: $222,034,000
      Principal Amount Accepted for Purchase: $99,859,000
      Proration Factor: 45.04%

   c) Title of Security: 7.375% Senior Debentures due
                         June 15, 2032
      Acceptance Priority Level: 3
      Liquidation Amount/
      Principal Amount Outstanding: $250,000,000  
      Principal Amount of Securitities Tendered: $210,482,000
      Principal Amount Accepted for Purchase: $210,482,000
      Proration Factor: N/A

   d) Title of Security: 6.75% Notes due Dec. 15, 2028
      Acceptance Priority Level: 4
      Liquidation Amount/
      Principal Amount Outstanding: $250,000,000  
      Principal Amount of Securitities Tendered: $114,797,000
      Principal Amount Accepted for Purchase: $66,053,000
      Proration Factor: 57.59%

The company expected to pay for the Securities purchased pursuant
to the Offers on Nov. 30, 2007.

The company will pay holders whose Securities have been accepted
for purchase pursuant to the Offers, these consideration:

   a) Series: 7.405% Capital Securities due March 15, 2038
      Total consideration
      (including Early Tender Premium)(1):  $1,062.47
      Tender consideration
      (excluding Early Tender Premium)(2): $1,032.47
      Accrued Interests(3): $15.43

   b) Series: 7.625% Senior Notes due March 1, 2011
      Total consideration (including ETP)(1):  $1,077.36
      Tender consideration (excluding ETP)(2): $1,047.36
      Accrued Interests(3): $18.85

   c) Series: 7.375% Senior Debentures due June 15, 2032
      Total consideration (including ETP)(1):  $1,100.01
      Tender consideration (excluding ETP)(2): $1,070.01
      Accrued Interests(3): $33.80

   d) Series: 6.75% Notes due Dec. 15, 2028
      Total consideration (including ETP)(1):  $1,029.57
      Tender consideration (excluding ETP)(2): $999.57
      Accrued Interests(3): $30.94

(1) For Securities tendered on or before the Early Tender Date
    (5:00 p.m., New York City time, on Nov. 19, 2007).

(2) For Securities tendered after the Early Tender Date and on
    or before the Expiration Date.

(3) Accrued and unpaid interest up to, but excluding the
    Settlement Date.

                         About Unum Group

Headquartered in Chattanooga, Tennessee, Unum Group --
http://www.unum.com/-- fka UnumProvident Corporation, is a  
provider of group and individual income-protection insurance
products in the United States and the United Kingdom.  The
Ccompany also provides a complementary portfolio of other
insurance products, including long-term care insurance, life
insurance, employer- and employee-paid group benefits, and other
related services. Its principal operating subsidiaries in the
United States are Unum Life Insurance Company of America (Unum
America), Provident Life and Accident Insurance Company
(Provident), The Paul Revere Life Insurance Company (Paul Revere
Life), and Colonial Life & Accident Insurance Company (Colonial),
and in the United Kingdom, Unum Limited.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2007,
Standard & Poor's Ratings Services revised its outlook on Unum
Group's operating subsidiaries to positive from stable.  At the
same time, Standard & Poor's affirmed its 'BB+' counterparty
credit rating on UNM.  The outlook on UNM remains positive.


US ENERGY: Sept. 30 Balance Sheet Upside-Down by $3,709,505
-----------------------------------------------------------
US Energy Initiatives Corp.'s consolidated balance sheet at
Sept. 30, 2007, showed $2,040,812 in total assets and $5,750,317
in total liabilities, resulting in a $3,709,505 total
shareholders' deficit.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $826,629 in total current assets
available to pay $5,750,317 in total current liabilities.

The company reported a net loss of $935,410 on revenue of $177,640
in the third quarter ended Sept. 30, 2007, compared with a net
loss of $2,281,659 on revenue of $456,126 in the same period 12
months ago.

Operating expenses decreased 78% from $2,761,398 for the three
months period ended Sept. 30, 2006, to $610,542 for the period
ended Sept. 30, 2007.  The decreases in the company's operating
expenses and net loss are attributed to the expiration of 2 large
consulting agreements and the reduction in staff for 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?25ea

                   About US Energy Initiatives

Headquartered in Tampa, Fla., US Energy Initiatives Corporation
(OTC BB: USEI.OB) -- http://www.usenergyic.com/-- engages in the  
manufacture and marketing of retrofit systems in the United States
and internationally.  These systems are used for the conversion of
gasoline and diesel engines, and stationary or vehicular to non-
petroleum based fuels, such as compressed natural gas and
liquefied natural gas.  It offers dual-fuel conversion system
designed to convert medium and heavy-duty mobile diesel engines to
operate in a natural gas/diesel dual-fuel mode.  In addition, US
Energy Initiatives engages in electronics engineering and
manufacturing of printed circuit board assembly products for
original equipment manufacturers in communications,
instrumentation and controls, consumer, automotive, and military
industries.


VALEIRE CUMMINGS: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Valerie A. Cummings
             3309 Parkside Terrace
             Fairfax, VA 22031

Bankruptcy Case No.: 07-13758

Chapter 11 Petition Date: December 1, 2007

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Timothy J. McGary, Esq.
                  10500 Sager Avenue, Suite G
                  Fairfax, VA 22030-2414
                  Tel: (703) 352-4985
                  Fax : (703) 591-2253
                  http://www.mcgary.com/                 

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's XX Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------

Bank of America                  credit card            $43,492
PO Box 15726
Wilmington, DE 19886

United Mileage Plus              credit card            $23,434
Card member Service   
PO Box 15153
Wilmington, DE 19886

Capital One                      credit card            $18,845
PO Box 70884
Charlotte, NC 28272

Capital One                      credit card             $7,213

Sears Gold MasterCard            credit card             $7,749

Chase                            credit card             $7,401

Bank of America                  credit card             $7,223

VISA - PB Diners                 credit card             $5,250

Wells Fargo Financial            credit card             $5,208
Bank Visa

Nordstrom Visa                   credit card             $4,173

American Express                 credit card             $8,103

Macy's                           credit card               $907

Wells Fargo Financial            credit card               $883

Victoria's Secret                credit card               $677


WATERFORD EQUITIES: Can File Schedules & Statements on January 21
-----------------------------------------------------------------
The United States Bankruptcy Court for the District of Connecticut
further extended the period within which Waterford Equties LLC and
its debtor-affiliates can file schedules of assets and liabilities
and statement of financial affairs until Jan. 21, 2008.

The Debtors tell the Court that they need more time to properly
and accurately complete their schedules under the Bankruptcy Code.  

According to the Debtors, the initial 15 days provided to complete
their schedules were not sufficient enough.

Based in Middletown, Connecticut, Waterford Equities, L.L.C.,
provides nursing care to the elderly in New England, Connecticut.  
The company operates health centers and assisted living facilities
and specialize in short-term rehabilitative care and long-term
care.  The company and 44 of its affiliates filed for Chapter 11
protection on Nov. 20, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Robert S. Hoff, Esq., and Sharyn B. Zuch, Esq., at
Wiggin & Dana, represent the Debtors.  When the Debtors filed for
protection from their creditors, the disclosed estimated assets
and debts between $1 million and $100 million.  The Debtors'
consolidated list of their 50 largest unsecured creditors showed
total claims of more than $20 million.


WATERFORD EQUITIES: Section 341(a) Meeting Set for January 17
-------------------------------------------------------------
The U.S. Trustee for Region 2 will convene a meeting of creditors
in Waterford Equities LLC and its debtor-affiliates' Chapter 11
cases on Jan. 17, 2008, at 10:00 a.m.

The creditors meeting will be held at Gaimo Federal Building, Room
No. 309, 150 Court Street, in New Haven, Connecticut.

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 Middletown, Connecticut, Waterford Equities, L.L.C.,
provides nursing care to the elderly in New England, Connecticut.  
The company operates health centers and assisted living facilities
and specialize in short-term rehabilitative care and long-term
care.  The company and 44 of its affiliates filed for Chapter 11
protection on Nov. 20, 2007 (Bankr. D. Conn. Lead Case No.
07-32719). Robert S. Hoff, Esq., and Sharyn B. Zuch, Esq., at
Wiggin & Dana, represent the Debtors.  When the Debtors filed for
protection from their creditors, the disclosed estimated assets
and debts between $1 million and $100 million.  The Debtors'
consolidated list of their 50 largest unsecured creditors showed
total claims of more than $20 million.


WESCO INTERNATIONAL: Moody's Affirms Ratings with Stable Outlook
----------------------------------------------------------------
Moody's affirmed the ratings of Wesco International, Inc. and
changed the outlook to stable from positive.  Specifically,
Moody's affirmed the B1 ratings on both the guaranteed senior
convertible debentures due 2025 and WESCO Distribution, Inc.'s
guaranteed senior subordinated notes due 2017.  Moody's also
affirmed the company's Ba3 corporate family rating.

The change in outlook to stable from positive primarily reflects
Moody's expectation that operating performance will see modest
growth over the next several quarters and excess free cash flow
will most likely be used to maintain the company's current
leverage profile as WESCO executes on its recently authorized
$400 million stock repurchase program.  Thus far, in 2007, WESCO
has already purchased 6.4 million shares of stock, completing the
$400 million program authorized in February 2007.

Moody's views the culmination of certain end market softness,
recent debt financed acquisitions, and two sizeable share
repurchase programs as negating factors for upward ratings
momentum at this time.  As of Sept. 30, 2007, WESCO's leverage
ratio was approximately 3.4x after adjusting for operating leases.
Moody's anticipated that leverage would be at or below 3.0x on an
adjusted basis by year end, however debt has actually increased
since the fourth quarter of 2006.  Moody's believes the Ba3
corporate family rating is still appropriate at this time as
management maintains its current leverage profile during an
anticipated economic slowdown in 2008.  The ratings are supported
by WESCO's strong geographic reach, product breadth, and customer
base with 400+ branches and seven distribution centers primarily
located in North America.  The company also benefits from strong
free cash flow generation during weak end market activity, an
adequate liquidity profile, a proven ability to contain costs, and
stable gross margins.

WESCO'S last rating action occurred on June 12, 2006.  Moody's
affirmed the ratings of WESCO and changed its outlook to positive
from stable based on its improved operating performance and
declining debt.  Due to WESCO's operating environment and expected
debt reduction efforts at that time, Moody's believed adjusted
leverage would moderate towards 3.0x and retained cash flow to
total adjusted debt would surpass 20% over the intermediate
period.  However, WESCO has not met these targets and Moody's
believes the company will not significantly reduce debt over the
intermediate period.

If the company maintains its aggressive financial policies during
a period of further end market weakness, the ratings could be
lowered.  At the same time, if organic growth does not slow as
expected and WESCO shows improvement in operating performance and
reduces debt to generate credit metrics previously mentioned, an
upgrade would be warranted.

Ratings Affirmed:

WESCO International, Inc.

    * Corporate Family rating rated Ba3

    * Guaranteed convertible senior debentures, due 2025,
      rated B1, LGD4, 69%

WESCO Distribution, Inc.

    * Guaranteed senior subordinated notes, due 2017, rated B1,
      LGD4, 69%

The outlook is stable.

WESCO International, Inc., headquartered in Pittsburgh, PA, is a
leading North American provider of electrical construction
products and electrical and industrial maintenance, repair and
operating supplies.


WISCONSIN AVENUE: Fitch Holds Rating on Class C Certs. at BB+
-------------------------------------------------------------
Fitch Ratings affirms Wisconsin Avenue Securities, subordinate
REMIC mortgage pass-through certificates, Series 1996-M5 as:

   -- $5.3 million Class C at 'BB+'.

The $6.5 million Class D certificates are also not rated by Fitch.  
To date, the deal has suffered $2.1 million in losses.

The rating affirmation reflects the stable performance of the
three remaining loans.  The certificates are collateralized by
three mortgage loans secured by multifamily properties.  The
properties are located in Georgia (44%), California (42%), and
Florida (14%).

As of the October 2007 distribution date, the transaction's
aggregate principal balance has decreased 95% to $11.8 million
from $216.0 million at issuance.  Two of the loans (56%) reported
year-end (YE) 2006 operating statements with a weighted-average
debt service coverage ratio (DSCR) of 1.85 times (x) up from 1.55x
at YE 2005.

Fitch remains concerned with the largest loan (44%) in the
transaction.  The loan is currently 30 days delinquent and is
expected to transfer to the special servicer.  The loan is secured
by a multifamily property located in Decatur, GA.  The property
continues to show declining performance due to increased operating
expenses, low occupancy and some deferred maintenance.


ZG GATHERING: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Z.G. Gathering, Ltd.
        fka McDay Energy Partners, Ltd.
        c/o William B. Kingman
        4040 Broadway, Suite 450
        San Antonio, TX 78209

Bankruptcy Case No.: 07-53161

Type of Business: The Debtor provides oil and gas.

Chapter 11 Petition Date: November 30, 2007

Court: Western District of Texas (San Antonio)

Judge: Ronald B. King

Debtor's Counsel: William H. Oliver, Esq.
                  Pipkin, Oliver & Bradley, L.L.P.
                  1020 Northeast Loop 410, Suite 810
                  San Antonio, TX 78209
                  Tel: (210) 820-0082
                  Fax: (210) 820-0077

Total Assets:        $0

Total Debts: $4,120,424

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Genesis Gas and Oil, L.L.C.                          Unknown
c/o Gaye White, Esq.
Thompson & Knight, L.L.P.
98 San Jacinto Boulevard,
Suite 1900
Austin, TX 78701-4238

Internal Revenue Service                             Unknown
Centralized Insolvency
Operations
P.O. Box 21126
Philadelphia, PA 19114

Northern Natural Gas            purchase financing   $4,000,000
c/o Marc Wiegand, Esq.          debt was incurred
Stumpf, Craddock, Massey &      pursuant to Chapter
Farrimond                       11 reorganization
112 East Pecan Street,          plan of McDay
Suite 700                       Energy Partners,
San Antonio, TX 78205           L.L.C.

Tidelands Oil & Gas, Inc.       Contract Claim       Unknown
c/o Gregg Owens, Esq.
Hays & Owens, L.L.P.
807 Brazos Street, Suite 500
Austin, TX 78701

Uvalde County Appraisal                              $25,706
District

Zavala County Appraisal                              $94,718
District


* Contraction in Credit Manager's Index Adds to Recession Fears
---------------------------------------------------------------
The seasonally adjusted Credit Manager's Index fell for the third
consecutive month in November, losing 0.7% as both service and
manufacturing sector indexes declined.  Although the drop was
relatively small, all six unfavorable factors components fell,
leaving five below the 50 level, indicating economic contraction.

"This is the first time that there has ever been more than four
components indicating contraction since the inception of the CMI
in 2002, and it could well be a harbinger of things to come," said
Daniel North, chief economist with credit insurer Euler Hermes
ACI.

North listed current conditions: gasoline prices are high, housing
prices are low, the dollar is crumbling, consumer confidence is
plummeting, holiday sales have been mixed at best, credit is
drying up, bankruptcies and foreclosures are on the rise, the
employment situation is decaying and conditions in the housing
industry are getting worse.

"It is a potent combination which could lead the economy into a
recession in the first half of next year, yet both the economy and
the CMI have remained resilient so far," he said.  "However,
cracks are starting to show and the Fed will almost certainly cut
the Fed Funds rate again at its December 11th meeting in an effort
to forestall a recession.  In all likelihood, the Fed will have to
continue to cut the Fed Funds rate well into 2008, perhaps as low
as 3.5%. Credit managers are facing tougher times ahead."

The manufacturing sector fell 0.3% in November to a seasonally
adjusted 52.7. Five of the 10 components fell, with bankruptcies
plummeting 7.9%, the second largest drop on record.

"As has been the case for months now, comments from the survey
participants were mostly about the terrible conditions in the
housing market, but this month there are some unhappy comments
from other industries as well indicating more widespread
weakness," said North. Of note, a manufacturer of nuts, bolts,
screws, etc. responded that manufacturing is cutting back to a
four-day week.

A petroleum refiner said, "We are seeing stress across industries
due to rising energy and raw material costs."  And a manufacturer
of cookies and crackers commented how the housing crisis is now
directly affecting even the food industry: "We're affected by the
trauma of home builders, mortgage banks and title companies."
North commented that the bright spot of the report was that the
sales component erased all of last month's 5.2% fall.

The service sector index fell 1.1% on a seasonally adjusted
basis in November.  The decline was widespread as six of the 10
components fell.

"Like in the manufacturing sector, bankruptcies led the way down,
falling 5.9%," North said.  "Also like the manufacturing sector,
most comments were negative ones about the housing industry, but
downbeat comments from other industries are now ringing in."  

North summarized the responses, saying, "One participant from the
photocopying industry replied, `Even our best customers are paying
beyond 100 days past due.' Another from the plastics industry,
referring to the impact of higher oil prices, said, `We have had
several customers close their doors as a result.' Finally, another
from the tire industry described the state of the economy
perfectly: `There appears to be no question that the economy is
turning negative. With the housing industry in a slump and the
price of gas over $3.00 a gallon, individuals simply do not have
the money they once had to make retail purchases.'"

The Credit Manager's Index over the past 12 months has fallen
2.2%. North said, "Although there were no dramatic year-over-year
movements in any of the components, the decline was widespread as
all 10 components fell.  Manufacturing fell 2.4% and service fell
1.9%. In both indexes, eight of the 10 components fell, supporting
the notion of a pervasive but slow decline."

The CMI, a monthly survey of the business economy from the
standpoint of commercial credit and collections, was launched in
January 2003 to provide financial analysts with another strong
economic indicator.

The CMI survey asks credit managers to rate favorable and
unfavorable factors in their monthly business cycle.  Favorable
factors include sales, new credit applications, dollar collections
and amount of credit extended. Unfavorable factors include
rejections of credit applications, accounts placed for
collections, dollar amounts of receivables beyond terms and
filings for bankruptcies.

A complete index including results from the manufacturing and
service sectors, along with the methodology, is available for free
at: http://ResearchArchives.com/t/s?25fa

Headquartered in Columbia, Maryland, The National Association of
Credit Management -- http://www.nacm.org>www.nacm.org/-- supports  
more than 22,000 business credit and financial professionals
worldwide with premier industry services, tools and information.  
NACM and its network of Affiliated Associations are the leading
resource for credit and financial management information and
education, delivering products and services which improve the
management of business credit and accounts receivable.


* Robert Soriano Named Greenberg Traurig Shareholder
----------------------------------------------------
Greenberg Traurig has added nationally recognized attorney Robert
A. "Rob" Soriano as a shareholder to its business reorganization
and bankruptcy and litigation practices. Soriano joins the firm
from Shutts & Bowen's Tampa office.

Mr. Soriano was previously at Carlton Fields, also in Tampa, where
he headed that firm's bankruptcy and creditors' rights practice
group.

"Rob Soriano has a national reputation in the area of creditors'
rights and bankruptcy and will strengthen this practice for
Greenberg Traurig in the Middle District of Florida.  To that end,
Rob will spend part of his time in our Orlando office," said David
Weinstein, managing shareholder of Greenberg Traurig's Tampa
office.  The office has grown by 16 lawyers since its founding
in August of 2006.

"Bringing Rob to Greenberg Traurig is something I've been
attempting to do for more than a decade.  Given where Rob is in
his career, how well our Tampa office is developing, and where the
bankruptcy and insolvency practice appears to be headed, Rob's
decision to join us could not come at a more opportune time," said
Mark Bloom, co-managing shareholder of the firm's Miami office and
co-chair of the national business reorganization and bankruptcy
practice.

"Greenberg Traurig has an excellent national platform and
leadership position to offer my clients. In addition, this is
somewhat of a homecoming as I will be working with old friends
whose work I respect," Soriano said.  The firm's business
reorganization and bankruptcy practice brings together more than
65 attorneys located across the United States.  The team has
experience handling the many complex issues that arise in business
reorganizations, restructurings, workouts, liquidations and
distressed acquisitions and sales, as well as cross-border
proceedings involving U.S. and foreign law.

Soriano received his undergraduate degree from Rutgers University,
with high distinction, and his J.D., cum laude, from Syracuse
University.  He served as a law clerk to the Hon. Mark A.
Costantino, United States District Judge for the Eastern District
of New York, and practiced at Skadden Arps in New York before
coming to Florida.  He is a member of the bars of both New York
and Florida.

Mr. Soriano has been listed in Best Lawyers in America for more
than 12 years, was given the highest rating in Chambers USA Guide
to America's Leading Business Lawyers, and is listed in Florida
Super Lawyers.

In addition, Mr. Soriano is a contributing editor to Collier
Bankruptcy Practice Guide and to Chapter 11 Theory and Practice.
He is a Fellow of the American College of Bankruptcy and a member
of The American Law Institute.

                     About Greenberg Traurig

Greenberg Traurig, LLP -- http://www.gtlaw.com/-- is an   
international, full-service law firm with 1,600 attorneys and
governmental affairs professionals in the U.S., Europe and Asia.  
The firm is ranked seventh on The American Lawyer's Am Law 100
listing of the largest law firms in the U.S., based on number of
lawyers.

Greenberg Traurig serves clients from offices in: Albany, New
York; Amsterdam, The Netherlands; Atlanta, Georgia; Boca Raton,
Florida; Boston, Massachusetts; Chicago, Illinois; Dallas, Texas;
Denver, Colorado; Fort Lauderdale, Florida; Houston, Texas; Las
Vegas, Nevada; Los Angeles, California; Miami, Florida;
Morristown, New Jersey; New York City; Orange County, California;
Orlando, Florida; Philadelphia, Pennsylvania; Phoenix, Arizona;
Sacramento, California; Silicon Valley, California; Tallahassee,
FL; Tampa Bay, Florida; Tokyo, Japan; Tysons Corner, Virginia;
Washington, D.C.; West Palm Beach, Florida; Wilmington, Delaware;
and Zurich, Switzerland.  Additionally, the firm has strategic
alliances with these independent law firms: Olswang, London and
Brussels; Studio Santa Maria, Milan and Rome; and Hayabusa Kokusai
Law Offices in Tokyo.


* NachmanHaysBrownstein Names Angela Phillips as Managing Director
------------------------------------------------------------------
NachmanHaysBrownstein Inc. has appointed Angela Phillips as a
managing director in its Wilmington Delaware Office, which is now
relocated to suite 1410, 919 Market Street in Wilmington,
Delaware.

Ms. Phillips has broad experience in many industries, and has
specialized in advising clients on financial restructuring and in
obtaining debt and equity capital.  She has assisted clients in
creating financial models and in their budgeting process, to
formulate strategic alternatives and turnaround plans.

In selected cases, Ms. Phillips has managed orderly wind-downs and
liquidations, including creating liquidation plans and budgets.   
Additionally, she has provided forensic investigation services,
and is a Certified Anti-Money Laundering Specialist with
experience in serving the financial services industry.

Prior to joining NHB, Ms. Phillips was a manager with the forensic
and dispute practice of Deloitte Financial Advisory Services, LLP,
and was previously Vice President of a national turnaround
management advisory firm.

                   About NachmanHaysBrownstein

Headquartered in Philadelphia, NachmanHaysBrownstein Inc. --
http://www.nhbteam.com/-- is one of the country's leading     
turnaround and crisis management firms, having been included among
the "Outstanding Turnaround Firms" in Turnarounds & Workouts for
the past twelve consecutive years.  NHB demonstrates leadership in
corporate renewal by creating value and preserving capital through
turnaround and crisis management, financial advisory, investment
banking and fiduciary services to financially challenged companies
throughout America, as well as through their investors, lenders
and trade creditors.  NHB focuses on producing lasting performance
improvement and maximizing the business' value to stakeholders by
providing the leadership and credibility required to reconcile the
client's objectives, economic reality and available alternatives
to establish an achievable goal.


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

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          77       28
AFC Enterprises         AFCE        (37)         151       (7)  
Alaska Comm Sys         ALSK        (28)         557       24
Apex Silver Mine        SIL        (281)       1,366     (167)
Bare Escentuals         BARE       (132)         214       76
Bearingpoint Inc        BE         (365)       2,021       384
Blount International    BLT         (78)         472       140
CableVision System      CVC      (5,131)       9,807     (630)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,078)       1,322       20
Cheniere Energy         CQP        (203)       1,962      109
Choice Hotels           CHH        (149)         338      (31)
Cincinnati Bell         CBB        (671)       1,966       17
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP         (48)         722      145
Corel Corp.             CRE         (20)         249      (19)
Crown Holdings I        CCK         (65)       6,949      440
Crown Media HL          CRWN       (619)         703       48
CV Therapeutics         CVTX       (157)         281      204
Cyberonics              CYBX        (18)         132      (28)
Denny's Corporation     DENN       (201)         413      (65)
Domino's Pizza          DPZ      (1,434)         497       82
Dun & Bradstreet        DNB        (467)       1,419     (262)
Einstein Noah Re        BAGL        (41)         146        0
Extendicare Real        EXE-U       (24)       1,277      161
Gencorp Inc.            GY          (31)       1,082       74
General Motors          GM      (40,071)     149,500   (1,798)
Healthsouth Corp.       HLS      (1,025)       2,529     (351)
ICO Global C-New        ICOG       (103)         600      116
IDEARC Inc              IAR      (8,531)       1,658      391
IMAX Corp               IMX         (64)         220       12
IMAX Corp               IMAX        (64)         220       12
Incyte Corp.            INCY       (141)         283      238
Indevus Pharma          IDEV        (75)         156       14
Intermune Inc           ITMN        (13)         292      237
Koppers Holdings        KOP         (24)         676      186
Life Sciences Re        LSR           0          236        7
Linear Tech Corp        LLTC       (636)       1,334      827
Lodgenet Entertn        LNET        (18)         709       18
McMoran Exploration     MMR        (100)       1,807     (223)
Mediacom Comm           MCCC       (188)       3,631     (276)
National Cinemed        NCMI       (579)         439       40
Navisite Inc            NAVI        (14)         116       11
Nexstar Broadcasting    NXST        (87)         708      (20)
NPS Pharm Inc           NPSP       (210)         361     (119)
ON Semiconductor        ONNN        (35)       1,526      395
PRG-Schultz Intl        PRGX        (29)         115       21
Primedia Inc            PRM        (129)         282        6
Protection One          PONN        (13)         675     (287)
Radnet Inc.             RDNT        (53)         434       41
Regal Entertainment     RGC         (93)       2,594      (41)
Riviera Holdings        RIV         (42)         219       18
RSC Holdings Inc        RRR         (73)       3,554     (283)
Rural Cellular          RCCC       (595)       1,328       98
Sealy Corp.             ZZ         (128)       1,023       40
Sipex Corp              SIPX        (18)          44        2
Sirius Satellite        SIRI       (641)       1,587     (262)
Sonic Corp              SONC       (107)         759      (41)
St. John Knits Inc.     SJKI        (52)         213       80
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Town Sports Int.        CLUB         (6)         483      (71)
Voyager Learning        VLCY        (53)         917     (637)
Weight Watchers         WTW        (945)       1,037     (134)
Western Union           WU         (146)       5,685   (2,261)
Worldspace Inc.         WRSP     (1,713)         376      (42)
WR Grace & Co.          GRA        (343)       3,794   (1,246)
XM Satellite            XMSR       (724)       1,709     (244)

                             *********

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, Joseph Medel C. Martirez, 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 ***