TCR_Public/080104.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, January 4, 2008, Vol. 12, No. 3

                             Headlines


13 EAST: Voluntary Chapter 11 Case Summary
888 TACTICAL: Moody's Junks Ratings on Four Classes of Notes
A.R.E.I. NEWHALL: Voluntary Chapter 11 Case Summary
A&M DEVELOPMENT: Voluntary Chapter 11 Case Summary
ACANDS INC: Judge Fitzgerald Approves Disclosure Statement

AIRTRAN AIRWAYS: To Keep Orlando Headquarters and Add Jobs
ALPHA OMEGA: Files for Chapter 11 Bankruptcy in Massachusetts
ALPHA OMEGA: Case Summary & 20 Largest Unsecured Creditors
ALTERNATIVE A: Third Quarter Issuance Drops Dramatically, S&P Says
ARNOLD SMITH: Case Summary & 14 Largest Unsecured Creditors

ASPEN EXECUTIVE: Court Denies U.S. Trustee's Ch. 7 Conversion Plea
ASSET BACKED: S&P Junks Four Certificate Ratings from Low-B
BERNARD REAL ESTATE: Case Summary & Three Largest Unsec. Creditors
BIOENERGY OF AMERICA: Case Summary & 19 Largest Unsec. Creditors
BLACKHAWK AUTOMOTIVE: Committee Taps Frost Brown as Counsel

BOOTIE BEER: Files Voluntary Chapter 7 Petition in Florida
BRIAN KARN: Case Summary & Four Largest Unsecured Creditors
BROTMAN MEDICAL: Hires Hooper as Corporate and Litigation Counsel
BUFFETS INC: Fails to Pay $293-Million Coupon Payment
CHITTENDEN TRUST: Moody's Junks Bank Financial Strength Rating

CHRYSLER LLC: U.S. Sales Increased 1 Percent in December
COLONIAL CONSTRUCTION: Case Summary & 15 Largest Unsec. Creditors
COMPLETE RETREATS: Emerges from Chapter 11 in Connecticut
DANA CORP: Plaza Tire Wins Bid for Cape Girardeau Property
DELPHI CORP: Completes $40 Mil. Sale of North American Brake

DELPHI CORP: Court Approves Unit's Sale to Inteva for $106 Mil.
DELPHI CORP: IUE-CWA Objects to Employee Compensation Programs
DUNMORE HOMES: Committee Taps Morrison & Foerster LLP as Counsel
DUNMORE HOMES: Obtains Final Nod to Employ Pachulski as Counsel
DUNMORE HOMES: Court Approves Sale of Stone Mitigation Property

E*TRADE FIN'L: Mitchell Caplan Resigns, Gets $10.9MM Severance Pay
EL PASO: Unit Completes $125 Mil. Offering of 5.95% Senior Notes
FAYE PATTERSON: Voluntary Chapter 11 Case Summary
FISHER COMMS: Completes $55 Mil. TV Station Purchase from Westwind
FLORIDA'S SPORT: Case Summary & Four Largest Creditors

FORD MOTOR: 2007 Sales Down by 12% at 2.57 Million
FORD MOTOR: Overall Sales in Canada Down 11.8% to 15,163 Units
FORD MOTOR: Singles Out Luxury Brands Bidder Tata Motors
GENERAL MOTORS: Lays-Off 450 Workers in St. Catharines, Ontario
GENERAL MOTORS: Reports 3.87 Million Vehicle Sale in 2007

GENERAL MOTORS: Canada 2007 Sales Down 4.2% to 403,410 Units
GENESCO INC: Merger Order Cues S&P to Retain Developing Watch
GLOBAL TRANSPARK: Cherry Bekaert Expresses Going Concern Doubt
GRAN TIERRA: Earns $1.1 Million in Third Quarter
GRANT FOREST: Moody's Withdraws B2 Corporate Family Rating

GVI SECURITY: Earns $474,000 in Third Quarter
HAIGHTS CROSS: S&P Maintains 'CCC+' Corporate Credit Rating
HAVEN HEALTHCARE: Committe Wants Neubert Pepe as Co-Counsel
HERITAGE CHRISTIAN: Case Summary & Largest Unsecured Creditor
IMAX CORP: U.S. Bank Denies Catalyst Fund's Default Claims

INFOUSA INC: Creates Special Panel for Internal Investigation
KATHLEEN FAIRHURST: Voluntary Chapter 11 Case Summary
KEYERA FACILITIES: Discloses Completion of Internal Reorganization
KLEROS PREFERRED: Moody's Junks Rating on $32 Mil. Notes from B3
KLEROS PREFERRED: Moody's Junks Ratings of Six Note Classes

MARINER ENERGY: Completes $122.5 Mil. Buyout of Spraberry Stake
MARK IV: Sun Capital Deal Cues S&P to Retain B Corporate Rating
MBS-THE CHANCELLOR: Voluntary Chapter 11 Case Summary
MERITAGE MORTGAGE: S&P Junks Ratings on Five Certificate Classes
MERRILL LYNCH: Fitch Rates $5.4 Million Class B-2 Certs. at B

MICHAEL DARDAN: Voluntary Chapter 11 Case Summary
MOVIE GALLERY: Wants Removal Period Extended Until July 14
MQ ASSOCIATES: Commences Tender Offer for 12-1/4% Senior Notes
MTI TECHNOLOGY: Wants To Hire CMA Business as Auctioneer
NEO CDO: Event of Default Prompts Moody's Ratings Downgrade

ORION 2006-2: Pending Indenture Resolution Cues Moody's Rating Cut
OVERLAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
PEOPLE'S UNITED: Moody's Holds C+ Financial Strength Rating
PERFORMANCE TRANS: Panel Can Hire Traxi LLC as Fin'l. Advisors
PERFORMANCE TRANS: Court OKs Hodgson Russ as Bankr. Co-Counsel

PHOENIX FOOTWEAR: Sells Altama Military Footwear for $15 Million
POLYONE CORP: Completes Acquisition of GLS Corporation
REAL ESTATE VII: Sept. 30 Balance Sheet Upside-Down by $17.7 Mil.
REDWOOD CAPITAL: Moody's Attaches Low-B Ratings on Four Notes
REMY WORLDWIDE: Court Issues Final Decree Closing 27 Bankr. Cases

ROYCE RESOURCES: Sale of Substantially All Assets Completed
SAAN STORES: Seeks Protection from Creditors Under CCAA
SALON MEDIA: Posts $308,000 Net Loss in Second Qtr. Ended Sept. 30
SALVATORE CRISAFI: Case Summary & Six Largest Unsecured Creditors
SOUNDVIEW HOME: Credit Enhancement Cut Cues S&P's "D" Cert. Rating

SPORTSTUFF INC: Case Summary & 20 Largest Unsecured Creditors
SPX CORP: Completes Acquisition of APV from Invensys PLC
STACK 2007-1: Poor Credit Quality Cues Moody's to Cut Ratings
STRUCTURED ASSET: S&P Lowers Three Certificate Ratings to 'D'
TALSAL LLC: Case Summary & Four Largest Unsecured Creditors

TECHALT INC: Reports Progress in Debt Reduction Plan
THE LAKE CLUB: Case Summary & Seven Largest Unsecured Creditors
TIMOTHY D'ALESSANDRI: Voluntary Chapter 11 Case Summary
TRITON OPERATIONS: Case Summary & 20 Largest Unsecured Creditors
TRW AUTOMOTIVE: Arm Completes Buyout of Delphi Corp.'s NA Brake

TWO HUNDRED: Case Summary & Eight Largest Unsecured Creditors
WATERFORD EQUITIES: Hires Murtha Cullina as Healthcare Counsel
WELDED FIXTURES: Case Summary & 20 Largest Unsecured Creditors
WILLIAM JACKSON: Case Summary & 19 Largest Unsecured Creditors

* ABI Says Consumer Bankruptcy Nears 40% in Year 2007
* Critics See Loopholes in Canada's Amended Bankruptcy Law

* NHB Names Donald Hawthorne as Managing Director
* Quadrangle Debt Changes Name to Monarch Alternative
* Saul Ewing Promotes Ten Attorneys as New Partners

* S&P Downgrades Ratings on 74 Certificates from 10 Issuers

* BOOK REVIEW: Financial Planning for High Net Worth Individual


                             *********

13 EAST: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: 13 East 124th Street, L.L.C.
        13 East 124th Street
        New York, NY 10035

Bankruptcy Case No.: 07-14104

Type of Business: The Debtor owns and manages real estate.

Chapter 11 Petition Date: December 31, 2007

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Robert R. Leinwand, Esq.
                  Robinson, Brog, Leinwand, Greene, Genovese &
                  Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-405

Total Assets: $3,486,300

Total Debts:    $842,111

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


888 TACTICAL: Moody's Junks Ratings on Four Classes of Notes
------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by 888 Tactical Fund, Ltd., and left on review for
possible further downgrade ratings of three of these classes of
notes.  The notes affected by this rating action are:

Class Description: $39,200,000 Class S Floating Rate Notes due
2015

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa2, on review for possible downgrade

Class Description: Up to $500,000,000 Class A1 Floating Rate Notes
due 2050

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $200,000,000 Class A2 Floating Rate Notes due
2050

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $120,000,000 Class A3 Floating Rate Notes, due
2050

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $75,000,000 Class A4 Floating Rate Notes due
2050

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $50,000,000 Class B Deferrable Floating Rate
Notes due 2050

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $35,000,000 Class C Deferrable Floating Rate
Notes due 2050

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions taken and since the Closing Date reflect severe
deterioration in the credit quality of the underlying portfolio,
as well as the occurrence, as reported by the Trustee on Dec. 13,
2007, of an event of default caused by a failure of the Principal
Coverage Ratio relating to the Class A Notes to equal or exceed
94.5%, as required under Section 5.1(d) of the Indenture dated
March 15, 2007.

888 Tactical Fund, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of ABS CDO securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, noteholders may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class S, Class A1, and the Class A2 Notes remain on review for
possible downgrade.


A.R.E.I. NEWHALL: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Lead Debtor: A.R.E.I. Newhall 9, L.L.C.
             5 Ike Court
             Novato, CA 94945

Bankruptcy Case No.: 07-15210

Debtor-affiliates filing separate Chapter 11 petitions on
January 2, 2008:

        Entity                                     Case No.
        ------                                     --------
        A.R.E.I. Newhall 24, L.L.C.                08-10013
        A.R.E.I. Newhall 20, L.L.C.                08-10018

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        A.R.E.I. Newhall 5, L.L.C.                 07-15211
        A.R.E.I. Newhall 27, L.L.C.                07-15212
        A.R.E.I. Newhall 32, L.L.C.                07-15213
        A.R.E.I. Newhall 30, L.L.C.                07-15214
        A.R.E.I. Newhall 16, L.L.C.                07-15215
        A.R.E.I. Newhall 18, L.L.C.                07-15216
        A.R.E.I. Newhall 29, L.L.C.                07-22209
        A.R.E.I. Newhall 3, L.L.C.                 07-15244
        A.R.E.I. Newhall 4, L.L.C.                 07-15246

Type of Business: The Debtors own and manages real estate.

Chapter 11 Petition Date: December 27, 2007

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: David A. Tilem, Esq.
                  206 North Jackson Street, Suite 201
                  Glendale, CA 91206
                  Tel: (818) 507-6000
                  Fax: (818) 507-6800

                                    Total Assets       Total Debts
                                    ------------       -----------
A.R.E.I. Newhall 9, L.L.C.          $6,788,861         $24,000,000
A.R.E.I. Newhall 5, L.L.C.          $625,293           $24,000,000
A.R.E.I. Newhall 27, L.L.C.         $771,417           $24,000,000
A.R.E.I. Newhall 32, L.L.C.         $586,676           $24,000,000
A.R.E.I. Newhall 30, L.L.C.         $277,722           $24,000,000
A.R.E.I. Newhall 16, L.L.C.         $428,922           $24,000,000
A.R.E.I. Newhall 18, L.L.C.         $1,343,520         $24,000,000
A.R.E.I. Newhall 29, L.L.C.         $586,278           $24,000,000
A.R.E.I. Newhall 3, L.L.C.          $911,007           $24,000,000
A.R.E.I. Newhall 4, L.L.C.          $890,217           $24,000,000

Financial Condition of Debtors filing separate Chapter 11
petitions on January 2, 2008:

                                    Total Assets       Total Debts
                                    ------------       -----------
A.R.E.I. Newhall 24, L.L.C.         $462,861           $24,000,000
A.R.E.I. Newhall 20, L.L.C.         $200,880           $24,000,000

The Debtors did not file lists of largest unsecured creditors.


A&M DEVELOPMENT: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: A.&M. Development, Inc.
        10556 Combie Road, Suite 6386
        Auburn, CA 95602

Bankruptcy Case No.: 07-31342

Chapter 11 Petition Date: December 27, 2007

Court: Eastern District of California (Sacramento)

Judge: Michael S. McManus

Debtor's Counsel: W. Steven Shumway, Esq.
                  2140 Professional Drive, Suite 250
                  Roseville, CA 95661
                  Tel: (916) 789-8821

Total Assets: $4,890,000

Total Debts:  $2,410,829

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


ACANDS INC: Judge Fitzgerald Approves Disclosure Statement
----------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware approved ACandS Inc.'s disclosure statement
explaining its plan of reorganization, The Associated Press
reports.

The plan contemplates on paying $500 million insurance to settle
asbestos claims, $45 million of which will go to Gilbert Randolph
LLC pursuant to a contingency fee agreement, AP relates.

Documents submitted to the Court state that the Debtor's asbestos
claimants can recover up to 6%, AP says.  Travelers Cos. currently
holds about $449 million trust fund to be paid to asbestos claim
holders, AP reports.

The Court has also ordered the Debtor to commence the solicitation
of votes to accept or reject the plan, after which a confirmation
hearing will be set, AP adds.

Gilbert Randolph represents the Debtor in litigations demanding
rightful allocation and entitlement from insurers for asbestos
liabilities.

                      About Gilber Randolph

Based in Washington, DC, Gilbert Randolph LLP --
http://www.gilbertrandolph.com/-- specializes in four primary
areas of law: Complex Dispute Resolution, Insurance Recovery,
Strategic Risk Management, and Bankruptcy Representation.

                          About ACandS

Headquartered in Lancaster, Pennsylvania, ACandS Inc. was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  ACandS is a
unit of Lancaster, Pennsylvania-based Irex Corp.  The company
filed for chapter 11 protection on Sept. 16, 2002 (Bankr. Del.
Case No. 02-12687).

Laura Davis Jones, Esq., Curtis A. Hehn, Esq., James E. O'Neill,
Esq., and Michael Paul Migliore, Esq., at Pachulski Stang Ziehl &
Jones PC, represent the Debtor in its restructuring efforts.  Also
representing the Debtor are Bruce L. Ahnfeldt, Esq., at Law
Offices of Bruce L. Ahnfeldt, George C. Greatrex, Jr. , Esq., at
Shivers, Spielberg Gosnay & Greatrex LLC and Sheldon K. Rennie,
Esq., at Fox Rothschild LLP.

Kathleen Campbell Davis, Esq., Aileen F. Maguire, Esq., Mark T
Hurford, Esq., and Marla Rosoff Eskin, Esq., at Campbell & Levine,
LLC, represent the Official Committee of Asbestos Personal Injury
Claimants.  When the Debtor filed for protection from its
creditors, it estimated debts and assets of over $100 million.


AIRTRAN AIRWAYS: To Keep Orlando Headquarters and Add Jobs
----------------------------------------------------------
AirTran Airways, a subsidiary of AirTran Holdings Inc., will build
a permanent, hurricane-hardened Systems Operations Control center
at Orlando International Airport, keep its existing Orlando
headquarters, and add high-paying jobs in Florida.

"Orlando will remain our nerve center for our fast-growing network
as well as our headquarters city," Robert. L. Fornaro, AirTran
Airways president and chief executive officer, said.  "We are
proud to call Orlando home.  Orlando is a great city with a
business-friendly climate, growing business and leisure passenger
base and livability.  It's a place skilled Crew Members want to
come to work and raise their families -- and we'd like to thank
Florida Governor Charlie Crist, Enterprise Florida, Orlando Mayor
Buddy Dyer, the City of Orlando, the Metro Orlando Economic
Development Commission and the Greater Orlando Aviation Authority
for forming a partnership that will benefit AirTran Airways and,
we believe, Central Florida for many, many years."

AirTran Airways has rapidly added flights and new routes at its
home base and now operates 449 weekly flights to 33 nonstop
destinations from Orlando.  The company plans to add 121 jobs at
an average salary of $45,000 to its 300- member Orlando workforce.
Many of the new jobs are tied to the AirTran Airways SOC, the
airline's technologically advanced nerve center, where
dispatchers, schedulers and resource planners control all aspects
of airline operations.  The existing SOC was extensively damaged
in 2004 by Hurricane Charley.

"This is great news for our state since the aviation industry and
headquarters operations are critical to our plans for economic
growth," Florida Governor Charlie Crist said.  "I am thankful to
AirTran Airways for realizing the value of continuing its business
base in Florida, and I congratulate our partners at the Greater
Orlando Aviation Authority and the City of Orlando for their
successful efforts in retaining this business that is important to
the Central Florida market as well as the state."

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

                         *     *     *

Moody's Investors Service assigned a B2 senior secured debt rating
to Airtran Airways Inc. on April 2003.  The rating still holds to
date.

Airtran Holdings Inc.'s 7% Convertible Notes due 2023 carry
Moody's Investors Service and Standard & Poor's junk ratings.


ALPHA OMEGA: Files for Chapter 11 Bankruptcy in Massachusetts
-------------------------------------------------------------
Alpha Omega Jewelry sought protection under chapter 11 with the
U.S. Bankruptcy Court for the Eastern District of Massachusetts on
Jan. 2, 2008, Nicole C. Wong writes for The Boston Globe.  The
filing calls for a public sale of the Debtor's assets on Jan. 22,
2008, with Tiger Capital and Gordon & Co. bidding at 70.25% of the
Debtor's inventory, Boston Globe says.

The owners, Raman and Nilda Handa, who elected for the bankruptcy
filing reportedly fled to India days before Christmas, Boston
Globe reports.

Richard E. Mikels, Esq., at Mintz Levin Cohn Ferris Glovsky and
Popeo who filed for bankruptcy on behalf of the missing owners,
could not determine the worth of the Debtor's assets and
liabilities, Boston Globe relates.

The Debtor is said to have been accumulating debts for half a year
and on Dec. 22, 2007, Bank of America Corp.'s affiliate, LaSalle
Business Credit, took over the Alpha Omega's inventory, Boston
Globe says.

Mr. Mikels told Boston Globe that with LaSalle's financing, the
Debtor's consumer programs and employee benefits will continue.

                         About Alpha Omega

Cambridge, Massachusetts-based Alpha Omega Jewelry --
http://www.alphaomegajewelers.com/-- is a watch and diamond
specialist since 1976.  It runs stores serving high profile
customers, including film star Ben Affleck, former Red Sox pitcher
Pedro Martinez, and former President Clinton.  The Debtor's
flagship store in Harvard Square, and also runs stores in Boston's
Prudential Center, in Burlington and Natick Collection malls.

Records show that Alpha Omega owner, Raman Handa, placed his
personal assets, including his $2 million home in Lexington, in
exchange for funding from parent company, Lexington Jewelers
Exchange.  Mr. Handa also has loans and mortgages from National
City Bank, Leader Bank of Arlington, and Middlesex Savings Bank,
among others.


ALPHA OMEGA: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alpha Omega Jewelers
        aka Lexington Jewelers Exchange, Inc.
        625 Mount Auburn Street
        Cambridge, MA 02138

Bankruptcy Case No.: 08-10042

Type of Business: The Debtor owns and manages watch retail shops.
                  See http://www.alphaomegajewelers.com/

Chapter 11 Petition Date: January 2, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Adrienne Kotowski Walker, Esq.
                  Kevin J. Walsh, Esq.
                  Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
                  P.C.
                  One Financial Center
                  Boston, MA 02111
                  Tel: (617) 542-6000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Rolex Watch U.S.A., Inc.       trade                 $1,456,379
665 Fifth Avenue
New York, NY 10022

Boston Globe-Retail            trade                 $1,151,322
Boston Globe Advertising
P.O. Box 4074
Woburn, MA 01888

Swatch Group U.S.              trade                 $665,985
1200 Harbor Boulevard
Weehawken, NJ 07087

International Watch Co., Ltd.  trade                 $572,494
3 Enterprise Drive
Shelton, CT 06484

Lange Uhren GmbH               trade                 $484,425
Altenberger Street 15 01768
Glashutte, Germany

Concord Watch Co.              trade                 $364,024
650 From Road
Paramus, NJ 07652

Lazare Kaplan                  trade                 $345,976
19 West 44th Street
New York, NY 10036

Bulgari Corp. of America       trade                 $335,803
625 Madison Avenue
New York, NY 10022

Jaeger-Lecoultre               trade                 $331,444
3 Enterprise Drive
Shelton, CT 06484

Vacheron Constantin            trade                 $325,739
3 Enterprise Drive
Shelton, CT 06484

Maharaja Designs               trade                 $318,850
5055 Sirkiwalan
Hauz Qazi, Delhi
110 006 India

Chanel                         trade                 $309,898
885 Centennial Avenue
Piscataway, NJ 08855

Tag Heuer                      trade                 $289,565
966 Springfield Avenue
Springfield, NJ 07081

Daniel Roth                    trade                 $274,257
Attention: Bulgari SpA
Lungotevere Marzio 11
11186 Rome, Italy

Mumbai Namaste                 trade                 $246,040

P.J.E., Inc.                   trade                 $245,270

Fifth Avenue Luxury Group      trade                 $242,558

Celtics                        trade                 $207,500

Milus U.S.A., Inc.             trade                 $191,550

Boston Magazine                trade                 $176,654


ALTERNATIVE A: Third Quarter Issuance Drops Dramatically, S&P Says
------------------------------------------------------------------
Standard & Poor's Ratings services said that following a second
quarter in which issuance of Alternative-A mortgages reached
heights previously unseen, it decreased sharply in third-quarter
2007.  The dramatic drop, to $39.3 billion in issuance from the
previous quarter's all-time high of $109.5 billion, is the result
of unprecedented credit and liquidity disruptions-affecting both
borrowers and lenders-that emerged in the U.S. residential
mortgage market over the summer in response to the rapidly
deteriorating housing sector.

Severe delinquencies in the 2006 and 2007 subprime and Alt-A
vintages have risen at an extremely high and unexpected rate in
recent months, especially during the latter part of the second
quarter and through the third quarter, and there are no signs of
the trend abating in the near term.  In response, investor demand
for U.S. residential mortgage-backed securities has fallen
sharply, which has limited a key source of funding available to
originators and issuers from the
secondary market.

Though a typical Alt-A borrower is of prime credit quality, other
loan characteristics-such as non-traditional loan products, low-
or no-income documentation underwriting, high combined loan-to-
value ratio, and investor occupancy-contribute additional layered
risks to Alt-A mortgages.

However, fewer borrowers are qualifying for new loans because
originators have curtailed many loan programs in response to low
RMBS investor demand.  As the non-agency Alt-A market
slows,originators are retooling loan production for increasing
sales to government-sponsored enterprises.

The simultaneous reduction in supply of and RMBS investor demand
for Alt-A mortgages contributed to the substantially lower
issuance levels of third-quarter 2007 and poses a threat to many
borrowers who may be faced with the risk of loan rate reset or
loan recast in the near term.

Standard & Poor's Ratings Services expects Alt-A issuance to
further decline during fourth-quarter 2007 and into early 2008 as
the industry continues to feel the effects of limited liquidity in
the U.S. RMBS market.  This limited availability of credit and
liquidity to borrowers could exacerbate defaults.  Following a
second quarter in which issuance of Alternative-A (Alt-A)
mortgages reached heights previously unseen, it decreased sharply
in third-quarter 2007.  The dramatic drop, to $39.3 billion in
issuance from the previous quarter's all-time high of $109.5
billion, is the result of unprecedented credit and liquidity
disruptions-affecting both borrowers and
lenders-that emerged in the U.S. residential mortgage market over
the summer in response to the rapidly deteriorating housing
sector.

Severe delinquencies in the 2006 and 2007 subprime and Alt-A
vintages have risen at an extremely high and unexpected rate in
recent months, especially during the latter part of the second
quarter and through the third quarter, and there are no signs of
the trend abating in the near term.  In response, investor demand
for U.S. residential mortgage-backed securities has fallen
sharply, which has limited a key source of funding available to
originators and issuers from the secondary market.
Though a typical Alt-A borrower is of prime credit quality, other
loan characteristics-such as non- traditional loan products, low-
or no-income documentation underwriting, high combined loan-to-
value ratio, and investor occupancy-contribute additional layered
risks to Alt-A mortgages.

However, fewer borrowers are qualifying for new loans because
originators have curtailed many loan programs in response to low
RMBS investor demand.  As the non-agency Alt-A market slows,
originators are retooling loan production for increasing sales to
government-sponsored enterprises.

The simultaneous reduction in supply of and RMBS investor demand
for Alt-A mortgages contributed to the substantially lower
issuance levels of third-quarter 2007 and poses a threat to many
borrowers who may be faced with the risk of loan rate reset or
loan recast in the near term.

Standard & Poor's Ratings Services expects Alt-A issuance to
further decline during fourth-quarter 2007 and into early 2008 as
the industry continues to feel the effects of limited liquidity in
the U.S. RMBS market.  This limited availability of credit and
liquidity to borrowers could exacerbate defaults.

The market disruption that began in July was severe.  In the
period between June 2007 and September 2007, monthly Alt-A
issuance volume fell by more than 75%, and issuance in third-
quarter 2007 was less than half the average of either third-
quarter 2005 or third-quarter 2006.  Yet, despite the sharp
decline in production volume, alternative mortgages still
accounted for a substantial 28% of total mortgage origination
during the third quarter-the same level of market penetration as
two years ago.

            Hybrid IO, POA Loans Dominate Market

Notwithstanding the large drop in total Alt-A issuance,
homeowners' mortgage preferences appear to have remained
relatively unchanged over the past several quarters.  Hybrid
interest-only (IO) and payment option-ARM loans dominate the Alt-A
market, but borrowers continue to opt for longer initial fixed-
rate periods (mostly 5/1 and 10/1 hybrid-ARMs).

POA borrowers, in particular, are beginning to flock to hybrid POA
products, which offer the security of additional interest-rate
stability.  During third-quarter 2007, more than 60% of POA loans
included initial fixed-rate periods of five years or longer,
compared with 47.8% in the previous quarter and only 5.0% during
third-quarter 2006, as lenders scale back or eliminate traditional
POA loans based on RMBS investor demand.  Separately, a similar
trend is also occurring (to a lesser extent) in the hybrid IO
product, as more borrowers opt for seven-year, 10-year, and fixed-
rate Ios.  S&P expects this migration toward products with longer
initial fixed-rate periods to continue, as borrowers and lenders
continue to grapple with the need for interest-rate stability amid
the current housing downturn.  In addition, the shape of the
yield curve allowed borrowers to lock in interest rates with
longer initial fixed-rate periods at relatively low incremental
costs.

FICO scores and average CTLV ratios improved substantially in
second- and third-quarter 2007.  In third-quarter 2007, the
average CTLV ratio fell to 91.6% from 93.3% during the
previous quarter and 94.7% at year-end 2006.  This represents a
material reduction in risk because of a movement away from
simultaneous second loans, which in part resulted from lenders'
requirements that homeowners build equity in their homes.  In
other words, in order to obtain a first-lien, Alt-A loan, the
average borrower with a second-lien loan is now required to have,
on average, 8.4% equity in the home versus 5.3% at the end of
2006.  At the same time, FICO scores (a key indicator of a
borrower's credit quality) are also improving.  In third-quarter
2007, the average FICO score for Alt-A borrowers was 712 compared
with 709 in the previous quarter and 702 at year-end 2006.

                   Income Sources Documentation

Limited income documentation has been the hallmark of the Alt-A
market for several years.  In most cases, the borrower states his
income on the loan application and the lender obtains verbal
verification of employment; actual income level isn't confirmed,
although lenders' underwriting processes may require them to test
the reasonableness of such assertions.  This practice has come
under increased scrutiny in recent months as mortgage performance
has worsened.  In third-quarter 2007, S&P saw full income
documentation underwriting increase quarter over quarter.

Full income documentation (at least 12 months of income
documentation) was required in 22.1% of Alt-A loans during third-
quarter 2007.  This represents a material change from the second-
quarter 2007 level of 16.8%, which was near an all-time low.  The
reversal in this trend seems to be a direct effect of the
tightened underwriting guidelines implemented by many lenders in
response to the weakening delinquency performance over the past
two quarters and declining RMBS investor demand for the stated
product.  Standard & Poor's expects this trend to accelerate
through 2008, as guidelines tighten further.

                 Refinance Loans Are On The Rise

Refinance loans continue to steadily increase their share of Alt-A
issuance, grabbing 25.1% of the Alt-A market in third-quarter 2007
compared with only 15.1% during the same quarter in 2006.
Historically, spikes in non-cashout refinance loans occur during
low interest rate periods as borrowers recognize the strong
economic incentives to refinance.  Despite the Federal Reserve's
recent interest-rate cuts, however, one main reason for the
increase in Alt-A refinancings seems to be borrowers' desires to
achieve longer-term interest-rate stability when faced with the
prospect of upcoming interest-rate resets and even-tighter
underwriting guidelines for hybrid products with short fixed-rate
periods.

During first-quarter 2006, more than 50% of refinance issuance was
in mortgage loans with monthly adjusting interest rates (mostly in
traditional option-ARM loans).  In third-quarter 2007, however,
borrowers were refinancing into products with significantly longer
fixed-rate periods (five years or longer).  As discussed earlier,
much of this activity has been focused in the option-ARM market,
where new product innovations, such as the hybrid option ARM, have
been popular. However, similar trends are occurring in the fully
amortizing and IO products as well.

The spike in refinance activity has been coupled with an
offsetting reduction in purchase loan activity.  Purchase loans
fell to 37% of the Alt-A market in third-quarter 2007 from almost
50% in first-quarter 2006. Lower purchase loan volume reflects the
nationwide trend of fewer home sales, as housing supply continues
to outpace demand in many areas.  In addition, among other things,
lenders have been tightening underwriting guidelines since late
2006, with particular emphasis on certain high-CLTV purchase money
loans, which have been highly correlated to early delinquencies
and defaults in the 2006 vintage.  Standard & Poor's release has
substantially increased the credit enhancement required to obtain
particular ratings of securities backed by high- CLTV purchase
loans.  Segments of the purchase market, such as loans with stated
documentation underwriting and loans to first-time homeowners,
have slowed substantially, contributing to the lower purchase
issuance trend.

                Alt-A Delinquencies Continue to Rise

S&P believes the proliferation of layered risk within the Alt-A
market and stagnant or declining home price appreciation  appear
to be the leading causes of the current performance downturn.  The
number of delinquencies within the 2006 vintage is more than
double that of the 2005 vintage, and more than four times that of
the 2004 and 2003 vintages.  According to data obtained from
LoanPerformance, a division of First American CoreLogic Inc., the
2006 vintage's 90-plus-day delinquency rate (including loans in
foreclosure and bankruptcy and loans representing real-estate-
owned assets) after 18 months' seasoning was 4.71% versus 1.97%
for the 2005 vintage and 1.07% for the 2004 vintage.

Delinquencies for the 2007 vintage are also up sharply at a very
early stage.  While it's far too soon to draw a conclusion
regarding ultimate 2007-vintage performance, early data suggests
that the 2007 deterioration may be the worst ever for the Alt-A
market.

Still, given the limited seasoning of the 2006 and 2007 vintages,
the spike in severe delinquencies is unprecedented.   S&P remains
concerned that an extended housing downturn could lead to a
prolonged period of high delinquencies and,  ultimately, high
cumulative losses.  Average losses are currently lower than the
'B' (a speculative-grade rating category) enhancement levels.

Typically, 'BBB' (an investment-grade rating category) enhancement
is three to four times the 'B' enhancement. Although individual
transactions will exhibit different behavior, it will take a
prolonged period of higher losses to breach the investment-grade
credit enhancement levels across the universe of Alt-A securities.

          Required Credit Enhancement Levels Increased

In light of high delinquencies beginning in mid-2005 and
continuing throughout 2006 and 2007,Standard & Poor's has steadily
increased credit enhancement required for securities issued in the
Alt-A category.  This is particularly true where underlying assets
include loans with layered risks, which have been highly
correlated to elevated delinquency levels.  On Nov. 9, S&P
released the latest update to S&P's LEVELS model, which further
increases credit enhancement levels required to obtain particular
ratings for securities backed by loans with layered risks,
including high- CLTV purchase loans and loans with reduced income
documentation.  For layered-risk loans S&P
has reduced the impact of a high FICO score to offset risk factors
elsewhere within a particular loan.

               Delinquencies Spur Ratings Actions

In August, Standard & Poor's downgraded 158 classes from 89 Alt-A
RMBS transactions as a result of high delinquencies and realized
losses.

In November, Standard & Poor's placed on CreditWatch with negative
implications 484 classes of U.S. RMBS backed by first-lien Alt-A
mortgage loans issued from the beginning of 2005 through the end
of 2006.  In addition, Standard & Poor's placed on CreditWatch
with negative implications its ratings on 63 classes of U.S. net
interest margin securities transactions backed by the affected
U.S. first-lien Alt-A mortgage securities.


ARNOLD SMITH: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Arnold Smith
        Mary J. Smith
        819 Pinecreek Drive
        Dayton, OH 45458

Bankruptcy Case No.: 08-30020

Type of Business: The Debtor owns and manages real estate for
                  rent.

Chapter 11 Petition Date: January 3, 2008

Court: Southern District of Ohio (Dayton)

Debtor's Counsel: Ira Rubin, Esq.
                  Goldman, Rubin & Shapiro
                  1340 Woodman Drive
                  Dayton, OH 45432
                  Tel: (937) 254-4455

Total Assets: $11,712,127

Total Debts:  $10,596,977

Debtor's 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Saxon                          real estate; value    $201,947
4708 Mercantile Drive, North   of security: $114,920
Fort Worth, TX 76137

Washington Mutual              real estate; value    $180,222
2210 Enterprise Drive          of security: $122,390
Florence, SC 29501

Popular Mortgage Service, Inc. real estate; value    $108,725
121 Woodcrest Road             of security: $75,780
Cherry Hill, NJ 08003

Liberty Savings Bank           real estate; value    $105,775
                               of security: $70,320

Option One                     real estate; value    $85,360
                               of security: $61,360

Weller Mortgage                real estate; value    $26,553
                               of security: $4,850

A.S.C.                         real estate; value    $67,300
                               of security: $48,000

HomEq Servicing                real estate; value    $65,233
                               of security: $30,000

National City                  Credit Card           $51,000

Fifth Third Bank               real estate; value    $32,453
                               of security: $11,270

Universal One Credit Union,    Cashiers Check        $20,000
Inc.

Lowe's                         Credit Card           $20,000

Home Depot                     Revolving Account     $18,000

Chase Card Services            Credit Card           $16,000


ASPEN EXECUTIVE: Court Denies U.S. Trustee's Ch. 7 Conversion Plea
------------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
denied the motion of Kelly Beaudin Stapleton, the United States
Trustee for Region 3, seeking conversion of Aspen Executives Air
LLC's chapter 11 case into chapter 7.

Papers filed with the Court did not disclose reasons for the
denial.

As reported in the Troubled Company Reporter on Nov. 30, 2007,
the U.S. Trustee alleged that the Debtor failed to fulfill its
primary fiduciary duty to act in the best interests of general
creditors.

The U.S. Trustee told the Court that the proposed buyer for the
Debtor's business is an insider, given that a postpetition
financing lender will be acquiring interest in the buyer after the
sale.

The U.S. Trustee illustrated that the Debtor is owned 99% by
Calim Venture Partners II and 1% by Calim Private Equity LLC.
CPE is the sole Manager of the Debtor.  John P. Calamos, Sr.
owns 50% of CPE, and 6.25% of CVP.  Mr. Calamos and CVP are
the Debtor's postpetition financing lenders.

According to the U.S. Trustee, the Debtor's proposed procedures
for the sale of its business to Pinnacle Air LLC gives Mr. Calamos
right to acquire a controlling interest in Pinnacle, hence,
Pinnacle is an insider.

Additionally, the U.S. Trustee noted that the Debtor did not
disclose in its schedules customer deposit funds held by its
escrow agent, Reviewer LLC.

The U.S. Trustee argued that the current management effectuated
what appears to be a prima facie fraudulent transfer on the eve
of its bankruptcy filing by diverting funds from the estate to
Reviewer LLC.  The transfer, the U.S. Trustee avers, took place
immediately subsequent to a judgment levy by a judgment creditor
and within one month of the bankruptcy filing.

            Bankruptcy Analyst Supports Conversion

In support of the U.S. Trustee's motion, Diane M. Giordano,
Bankruptcy Analyst for the Office of the United States Trustee for
Region 3, stated that no accounting was made on the deposit funds
held by Reviewer LLC, as escrow agent, as of Nov. 15, 2007.

In reviewing the agreements relating to the funds, Ms. Giordano
told the Court that she found no indication that members are
notified that their deposits are transferred to a non-debtor
entity escrow agent, or of the disposition of funds once
transferred from the Debtor to the escrow agent.  Ms. Giordano
also noted that no clauses in the agreements require the Debtor to
escrow the deposit funds.

In addition, Ms. Giordano told the Court that there were
inconsistencies in the Debtor's monthly operating report for the
period Sept. 14, 2007, to Sept. 30, 2007.

Specifically, she noted that:

   -- the Debtor received insider funds from Mr. Calamos;

   -- there is a $112,906.55 disparity between the amount
      disclosed by the Debtor in its Accounts Receivable
      Reconciliation and Aging report ($895,842.74) and the
      gross revenue reflected in its Statement of Operations
      ($782,936.19); and

   -- the cash revenues in the Debtor's postpetition financing
      budget and the actual revenues on its monthly operating
      report do not match.

Furthermore, Ms. Giordano stated that the Debtor utilized
Community Banks of Colorado for its prepetition banking and
intended post petition banking.  Despite requests for the Debtor
to seek an alternate banking institution, no changes have been
made, she said.

                      About Aspen Executive

Based in Basalt, Colorado, Aspen Executive Air, L.L.C., aka AEXJet
-- http://www.aexjet.com/-- is a private jet travel company. The
company filed for chapter 11 protection on Sept. 14, 2007 (Bankr.
D. Del. Case No. 07-11341). Laura Davis Jones, Esq., Bruce
Grohsgal, Esq., and Curtis A. Hehn, Esq., at Pachulski Stang Ziehl
& Jones LLP represent the Debtor. The Debtors have selected
Administar Services Group LLC as claims, noticing and balloting
agent. Donald J. Bowman, Jr., Esq., and Michael R. Nestor, Esq.,
at Young, Conaway, Stargatt & Taylor represent the Official
Committee of Unsecured Creditors. When the Debtor filed for
protection form its creditors, it listed assets between $1 million
and $100 million. The Debtor's list of 20 largest unsecured
creditors showed claims of more than $20 million.


ASSET BACKED: S&P Junks Four Certificate Ratings from Low-B
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 20
classes of asset-backed certificates issued by eight Asset Backed
Securities Corp. Home Equity Loan Trust deals.  S&P removed two of
these ratings from CreditWatch with negative implications.
Concurrently, S&P affirmed its ratings on the remaining 62 classes
from these transactions and from series 1999-LB1 and 2005-HE6.

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses.  As of the November 2007
remittance date, cumulative realized losses for the downgraded
classes, as a percentage of the original pool balances, ranged
from 0.79% (series 2004-HE8) to 8.44% (series 2004-HE4).  Severe
delinquencies (90-plus days, foreclosures, and REOs), as a
percentage of the current pool balances, ranged from 10.72%
(series 2003-HE6) to 27.60% (series 2004-HE8).  For the
transactions with downgrades, losses have outpaced excess interest
over the past six months by an average of 2.3x.  Series 2004-HE4,
in particular, saw losses outpace excess interest by approximately
4.2x.  S&P removed its ratings on two classes from CreditWatch
negative because S&P downgraded the classes to 'CCC'.

The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.

Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  In addition, the A-1 class
from series 2004-HE6 and 2004-HE7, the A-1F, A-2F, A-5A, and A-3A
classes from series 1999-LB1, as well as the A-2D class from 2005-
HE6 are wrapped with bond insurance.  MBIA Insurance Corp. is the
insurance provider for series 1999-LB1; Financial Security
Assurance Inc. is the insurance provider for series 2004-HE6 and
2004-HE7; and CIFG Assurance North America Inc. is the insurance
provider for series 2005-HE6.  The collateral for these
transactions originally consisted primarily of closed-end, fixed-
and adjustable-rate, first- and second-lien mortgage loans.

                         Ratings Lowered

     Asset Backed Securities Corp. Home Equity Loan Trust

                                       Rating
                                       ------

        Series        Class         To         From
        ------        -----         --         ----

        2002-HE1      M-2           BBB        A
        2003-HE5      M-3           BBB-       A-
        2003-HE5      M-4           B          BB
        2003-HE6      M-6           BB-        BBB-
        2004-HE4      M-4           BBB        A
        2004-HE4      M-5           BB         A-
        2004-HE4      M-6           B-         BBB+
        2004-HE4      M-7           CCC        BB
        2004-HE6      M-6           BB         BBB-
        2004-HE6      M-7           B          BBB-
        2004-HE7      M-9           B          BB+
        2004-HE8      M-5           BB         BBB
        2004-HE8      M-6           B          BBB-
        2004-HE8      M-7           CCC        BB+
        2004-HE9      M-3           BBB-       A-
        2004-HE9      M-4           BB         BBB+
        2004-HE9      M-5           B          BBB
        2004-HE9      M-6           B-         BBB-

    Ratings Lowered and Removed from CreditWatch Negative

                                     Rating
                                     ------

      Series        Class         To         From
      ------        -----         --         ----

      2003-HE5      M-5           CCC        B/Watch Neg
      2004-HE9      M-7           CCC        BB+/Watch Neg

                         Ratings Affirmed

  Asset Backed Securities Corporation Home Equity Loan Trust

           Series       Class                Rating
           ------       -----                ------

           1999-LB1     A-1F, A-2F, A-3A     AAA
           1999-LB1     A-5A                 AAA
           2002-HE1     M-1                  AA
           2002-HE1     B                    CCC
           2003-HE5     M-1                  AA
           2003-HE5     M-2                  A
           2003-HE6     A-1, A-2, A3-B       AAA
           2003-HE6     M-1                  AA
           2003-HE6     M-2                  A
           2003-HE6     M-3                  A-
           2003-HE6     M-4                  BBB+
           2003-HE6     M-5                  BBB
           2004-HE4     A-1                  AAA
           2004-HE4     M-1, M-2             AA
           2004-HE4     M-3                  AA-
           2004-HE4     M-8                  CCC
           2004-HE6     A-1, A-2             AAA
           2004-HE6     M-1                  AA
           2004-HE6     M-2                  A
           2004-HE6     M-3                  A-
           2004-HE6     M-4                  BBB+
           2004-HE6     M-5                  BBB
           2004-HE7     A-1, A-2, A-4        AAA
           2004-HE7     M-1                  AA
           2004-HE7     M-2                  A+
           2004-HE7     M-3                  A
           2004-HE7     M-4                  A-
           2004-HE7     M-5                  BBB+
           2004-HE7     M-6, M-7             BBB
           2004-HE7     M-8                  BBB-
           2004-HE8     A-1                  AAA
           2004-HE8     M-1                  AA+
           2004-HE8     M-2                  A
           2004-HE8     M-3                  A-
           2004-HE8     M-4                  BBB+
           2004-HE9     M-1                  AA
           2004-HE9     M-2                  A
           2005-HE6     A-1, A-1A, A-2B      AAA
           2005-HE6     A-2C, A-2D           AAA
           2005-HE6     M-1                  AA+
           2005-HE6     M-2                  AA
           2005-HE6     M-3                  AA-
           2005-HE6     M-4                  A+
           2005-HE6     M-5                  A
           2005-HE6     M-6                  A-
           2005-HE6     M-7                  BBB+
           2005-HE6     M-8                  BBB
           2005-HE6     M-9                  BB
           2005-HE6     M-10, M-11           B


BERNARD REAL ESTATE: Case Summary & Three Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Bernard Real Estate and Development, L.L.C.
        7302 East Keim Drive
        Scottsdale, AZ 85250

Bankruptcy Case No.: 08-00029

Type of Business: The Debtor owns and develops real estate.

Chapter 11 Petition Date: January 2, 2008

Court: District of Arizona (Phoenix)

Judge: Sarah Sharer Curley

Debtor's Counsel: Donald W. Powell, Esq.
                  Carmichael & Powell, P.C.
                  7301 North 16th Street, Suite 103
                  Phoenix, AZ 85020
                  Tel: (602) 861-0777
                  Fax: (602) 870-0296

Total Assets: $1,144,500

Total Debts:  $1,407,000

Debtor's Three Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Malbur Properties, L.L.C.      $251,000
Malbur Investments, L.L.C.
Attention: Stephen C. Yost
101 North First Avenue,
Suite 2500
Phoenix, AZ 85003

Galbut & Hunter                $15,000
2425 East Camelback Road,
Suite 1020
Phoenix, AZ 85016

Arizona Public Service         $14,000
400 North 5th Street
Phoenix, AZ 85004


BIOENERGY OF AMERICA: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Bioenergy of America, Inc.
        30 Executive Drive
        Edison, NJ 08817

Bankruptcy Case No.: 08-10087

Type of Business: The Debtor specializes in producing biofuel
                  alternatives.  See
                  http://www.bioenergyofamerica.com/

Chapter 11 Petition Date: January 3, 2008

Court: District of New Jersey (Trenton)

Debtor's Counsel: Richard E. Weltman, Esq.
                  Weltman & Moskowitz, L.L.P.
                  8-14 Saddle River Road
                  Fairlawn, NJ 07410
                  Tel: (201) 794-7500

Estimated Assets: $1 Million to $10 Million

Estimated Debts: $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Paragon Biofuels, L.L.C.       $7,600,000
Attention: Marc Ostiquy
M.S.D. Capital, L.P.
645 Fifth Avenue, 21st Floor
New York, NY 10022

M.P.A.                         $2,301,581
399 Roycefield Road
Hillsborough, NJ 08844

Donnelly Construction          $517,009
26 North Center Street
Orange, NJ 07050

J.V. Franco Associates-A.I.A.  $250,766
1937 Washington, Valley Road
Martinsville, NJ 08836

S./K. Edison I                 $170,000

Wintek Corp.                   $77,659

Paragon Gas Services, L.L.C.   $33,865

PriMedia, Inc.                 $30,000

Liquiflo, Inc.                 $7,830

Akron Roofing Co., Inc.        $7,211

Inspectorate America Corp.     $6,024

Advance Process Technology     $4,718

Moye White, L.L.P.             $3,299

Hendry Construction Services,  $2,200
Inc.

New York Oil Heating           $1,000
Association, Inc.

Breetz Landscaping             $749

B.H. Security                  $497

W.B. Mason Co., Inc.           $330

Allister Business Solutions    $251


BLACKHAWK AUTOMOTIVE: Committee Taps Frost Brown as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Blackhawk
Automotive Plastics Inc. and its debtor-affiliates' bankruptcy
cases asks the United States Bankruptcy Court for the Northern
District of Ohio for authority to retain Frost Brown Todd LLC as
its counsel, nunc pro tunc to Nov. 1, 2007.

Frost Brown is expected to:

   a) advise the Committee with respect to its powers, duties and
      responsibilities in these cases;

   b) provide assistance in the Committee's investigation of the
      acts, conduct, assets, liabilities and financial condition
      of the Debtors, the operation of the Debtors' business
      and desirability of the continuance of the business, and
      any other matters relevant to the cases or to the
      negotiation and formulation of a plan;

   c) prepare on behalf of the Committee all necessary pleadings
      and other documentation;

   d) advise the Committee with respect to the Debtors'
      formulation of a plan(s), the Debtors' proposed plans with
      respect to the prosecution of claims against various
      third parties and any other matters relevant to the cases or
      to the formulation of a plan(s) in these cases;

   e) provide assistance, advice and representation, if
      appropriate, with respect to the employment of a Trustee or
      Examiner, should the action become necessary, or any other
      legal decision involving interests represented by the
      Committee;

   f) represent the Committee in hearings and proceedings
      involving the Committee; and

   g) perform other legal services as may be necessary and in
      the interest of the creditors and this Committee.

Paper filed with the Court did not disclose the firm's
compensation rates.

Ronald E. Gold, Esq., a member of the firm, assures the Court that
the firm does not hold any interest adverse to the Debtor's estate
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

Mr. Gold can be reached at:

     Ronald E. Gold, Esq.
     Frost Brown Todd LLC
     2200 PNC Center
     201 East Fifth Street
     Cincinnati, Ohio 45202-4182
     Tel: (513) 651-6156
     Fax: (513) 651-6981
     http://www.frostbrowntodd.com/

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., Stuart A. Laven,
Jr., Esq., at Benesch, Friedlander, Coplan & Aronoff LLP represent
the Debtors in their restructuring efforts.  Donlin Recano &
Company Inc. provides the Debtors with claims, noticing, balloting
and distribution services.  No Official Committee of Unsecured
Creditors has been appointed in either of the Debtors' cases.
The Debtors' schedules disclose total assets of $58,665,229 and
total liabilities of $51,244,592.  As of bankruptcy filing, BAP's
aggregate debt to its senior facility lenders was about
$33 million.


BOOTIE BEER: Files Voluntary Chapter 7 Petition in Florida
----------------------------------------------------------
Bootie Beer Company, subsidiary of TMT Capital Corp., has filed a
voluntary petition under the provisions of Chapter 7 of the United
States Bankruptcy Code in the United States Bankruptcy Court,
Middle District of Florida, on Dec. 31, 2007.  Only Bootie filed
for bankruptcy protection, and not TMT Capital Corporation or any
of its other subsidiaries.  Bootie's creditors will be notified in
writing how to contact the trustee.

"This action is the necessary and a responsible step to preserve
TMT Capital Corporation's value for our creditors, customers,
employees, subsidiaries, business partners and other
stakeholders," Tania Torruella, Chief Executive Officer of TMT
Capital, said.  "We are saddened by this action and the
circumstances that necessitated it, but our first priority remains
our shareholders.  We are committed to provide them shareholder
value and this action will improve operations by permitting an
independent trustee to investigate and process Bootie's assets and
liabilities."

Headquartered in Winter Park, Florida, Bootie Beer Corporation
-- http://www.bootiebeer.com/-- brews and produces malt beverage
products in La Crosse, Wisconsin.  The company brewery has
approximately a 20 million case capacity.  The first brand
developed, in the company portfolio of beers, is Bootie Beer and
Bootie Light.

TMT Capital Corporation operates as a holding company representing
various industries and companies.  Currently, TMT and its
subsidiaries are involved in multiple focused business activities
including Wireless Communications and Real Estate.  Our mission is
to grow shareholder equity by acquiring companies with unique
business models and capitalizing on current trends in multi-
billion dollar industries.


BRIAN KARN: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Brian Joseph Karn
        232 Deer Mountain Road
        Walnut Shade, MO 65771

Bankruptcy Case No.: 07-61897

Chapter 11 Petition Date: December 31, 2007

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: Raymond I. Plaster, Esq.
                  Raymond I. Plaster P.C.
                  3275 East Ridgeview Street, Suite C
                  Springfield, MO 65804
                  Tel: (417) 862-3704
                  Fax: (417) 862-1936

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Four Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
SPCP Group, LLC                                      $3,900,000
c/o Laureate Capital, LLC
P.O. Box 890862
Charlotte, NC 28289-0862

HFC                                                      $6,000
P.O. Box 4153-K
Carol Stream, IL 60197

Capital One Services                                       $501
P.O. Box 6000
Seattle, WA 98190

JC Penny                                                    $15


BROTMAN MEDICAL: Hires Hooper as Corporate and Litigation Counsel
-----------------------------------------------------------------
Brotman Medical Center Inc. obtained authority from the United
States Bankruptcy Court for the Central District of California to
employ Hooper Lundy and Bookman Inc. as its corporate and
litigation counsel.

Hooper Lundy will:

   a) advise the Debtor regarding matters of healthcare law,
      including any and all regulatory, corporate or litigation
      matters that may arise in that context and during the
      pendency of the Debtor's bankruptcy case; and

   b) represent the Debtor in proceedings or hearing involving
      matters related to any of that foregoing.

The firm's professionals and their compensation rates are:

      Professionals                  Hourly Rates
      -------------                  ------------
      Robert W. Lundy, Esq.              $655
      Glenn E. Solomon, Esq.             $545
      Jonathan P. Neustadler, Esq.       $540
      David A. Hatch, Esq.               $385
      Karl A. Schmitz, Esq.              $365

      Designations                   Hourly Rates
      ------------                   ------------
      Principals                       $450-$655
      Associates                       $270-$435
      Paralegals                       $195-$225

Robert W. Lundy, Esq., a member of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

Mr. Lunch can be reached at:

     Robert W. Lundy, Esq.
     Hooper Lundy and Bookman Inc.
     1875 Century Park East, Suite 1600
     Los Angeles, CA 90067
     Tel: (310) 551-8180
     http://www.health-law.com/

Headquartered in Culver City, California, Brotman Medical Center
Inc. -- http://www.brotmanmedicalcenter.com/-- provides range of
inpatient and outpatient services, as well as rehabilitation,
psychiatric care and chemical dependency.  The company filed
for Chapter 11 protection on Oct. 25, 2007 (Bankr. C.D. Calif.
Case No. 07-19705).  Courtney E. Pozmantier, Esq., and Stacia A.
Neeley, Esq., at Klee, Tuchin, Bogdanoff & Stern, L.L.P.,
represent the Debtor.  The Debtor selected Kurtzman Carson
Consultants LLC as its claims and noticing agent.  The Official
Committee of Unsecured Creditors has selected Benjamin S. Seigel,
Esq., and Paul S. Arrow, Esq., at Buchalter Nemer, as its counsel.
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


BUFFETS INC: Fails to Pay $293-Million Coupon Payment
-----------------------------------------------------
Buffets Inc. missed a coupon payment on a debt totalling
$293 million, Caroline Salas of Bloomberg News reports.

Matthew Lee, the debt trustee and customer service representative
at U.S. Bank NA, told Bloomberg that the company was not able to
pay interest on its 12.5 percent notes maturing in 2014.

According to Bloomberg, the missed interest payment sent bond
prices to another low and increased fears that corporate defaults
are starting to rise.  "Default rates are going to start to
increase this year," Katalin Kutasi, a principal and investment
manager for distressed debt at hedge fund Kellner DiLeo & Co. in
New York, told Bloomberg.  "A lot of them are going to be
consumer-sensitive companies."

                        About Buffet Inc.

Based in Eagan, Minnesota, Buffets Inc., operates and franchises
steak-buffet style restaurants principally under the "Old Country
Buffet", "Hometown Buffet" brand names and grill/buffet format
restaurants under the brand names "Ryan's" and "Fire Mountain".
The company is the second largest family dining restaurant in the
industry, operating 643 restaurants in 42 states.  Total reported
revenues as of Sept. 19, 2007 were approximately $1.55 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 12, 2007,
Moody's Investors Service lowered Buffets Inc.'s corporate family
rating to Caa2 from Caa1, senior secured credit facilities rating
to Caa1 from B2, and senior unsecured notes rating to Caa3 from
Caa2.  The rating outlook remains negative.

Approximately $940 million of debt securities were affected.

The rating action reflected Buffets' heightened probability of
default as the company approached a covenant violation on its
maximum leverage ratio, primarily stemming from a further
deterioration in its operating performance.  The action also
reflected increasing uncertainty over the company's capital
structure now that the company has engaged Houlihan, Lokey, Howard
& Zukin Capital to review its capital structure and business plan.


CHITTENDEN TRUST: Moody's Junks Bank Financial Strength Rating
--------------------------------------------------------------
Moody's Investors Service affirmed the ratings of People's United
Bank (bank financial strength at C+, long-term deposits at A2) and
assigned first-time ratings to its parent company, People's United
Financial, Inc. (issuer at A3).  In the same rating action,
Moody's downgraded the ratings of Chittenden Corporation
(subordinated debt to Baa1 from A3) and its affiliates including
Chittenden Trust Company (bank financial strength to C+ from B-,
deposits to A2 from A1).  The outlook on all entities is positive.
The rating action concludes the review of Chittenden Corporation
and its subsidiaries for possible downgrade that was initiated on
June 28, 2007.

Moody's said the rating action follows the Jan. 1, 2008
acquisition of Chittenden Corporation by People's United
Financial, Inc.  After the downgrade, the ratings of Chittenden
Corporation and its affiliates mirror those of People's United
Financial, Inc. and its affiliates.  Moody's added that it would
shortly withdraw the issuer rating of the holding company,
Chittenden Corporation, because that legal entity is being merged
into People's United Financial, Inc.

Moody's said that the affirmation of People's ratings reflects the
integration challenges, which could offset the franchise benefits
that come with the acquisition.  Moody's noted that Chittenden
represents a substantial acquisition relative to the size of
People's balance sheet, and that People's has not been active in
acquiring and integrating banks in recent years.

Missteps in the integration could lead to client attrition and
negatively impact revenues and profitability.  This heightened
integration risk should be reduced by the decision to maintain
Chittenden's multi-bank structure, according to Moody's.  On the
other hand, People's acquisition of Chittenden will result in a
broadened franchise at the expanded company.  Moody's observed
that People's footprint now stretches from Maine through New
Hampshire, Vermont, Massachusetts, Connecticut and into New York's
Westchester County.  In addition, the acquisition has furthered
the reorientation of the company towards that of a commercial
bank.

The positive outlook reflects Moody's view that a successful
integration of Chittenden increases the possibility of a future
rating upgrade.  The positive outlook assumes that People's will
maintain a strong capital position through the integration of
Chittenden into the organization.  In Moody's view, People's
strong capital position affords the company flexibility in
managing through any potential adverse developments that may occur
in its loan portfolio and in particular, the enlarged commercial
real estate portfolio.  This asset class represented a credit
concentration at Chittenden prior to its acquisition, Moody's
added.  The positive outlook also anticipates that People's will
maintain prudent capital levels subsequently by managing balance
sheet needs and uses for potential acquisitions.

Moody's reiterated that successful integration of Chittenden and
maintenance of improved financial fundamentals thereafter would be
the principal determinants of future rating action on People's.

People's United Financial, Inc. headquartered in Bridgeport,
Connecticut, reported assets of $14 billion as of September 2007.
Chittenden Corporation, headquartered in Burlington, Vermont,
reported assets of $7 billion as of the same date.


CHRYSLER LLC: U.S. Sales Increased 1 Percent in December
--------------------------------------------------------
Chrysler posted a 1% rise in December sales to 191,423 units, up
from 190,415 in December the previous year.

We talked to Steven Landry, Executive Vice President of North
American Sales, about the results.

"December is always a little unpredictable," Mr. Landry said.
"We're very happy with our sales being up 1%. I will also add
inside that 1% sales, our fleet was down and our retail number was
up, so it's all going in the right direction.  In the month of
December, it looks like we will gain market share."

Not all automakers have posted results yet, precise market share
figures are not available.  "Our forecast estimate is that we will
pick up half a point of market in the month of December," he said.

Mr. Landry said that Chrysler has momentum going into January, and
the new "Zero Plus" incentive program should help.  Under that
program, qualified customers can choose 0% APR financing for 36
months or 3.9% APR financing for 60 months PLUS consumer cash
allowance amounts of up to $2,500.  The program runs through
Feb. 29, 2008.

"We're providing the opportunity for some consumers to have that
down payment, that elusive down payment, that is important for
consumers to get a deal done today," Mr. Landry said.  "With the
banks and the financial institutions the way they are today, they
like to see a bigger down payment, it makes it easier for them to
do financing."

The all-new Chrysler Town & Country and Dodge Grand Caravan
minivans recorded strong results in December, which also gives
Mr. Landry confidence for 2008.

                       About Chrysler LLC

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.


COLONIAL CONSTRUCTION: Case Summary & 15 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Colonial Construction & Remodeling Co.
        191 Rose Ridge Drive
        Canton, GA 30115

Bankruptcy Case No.: 07-82077

Type of Business: The Debtor is a builder.

Chapter 11 Petition Date: December 31, 2007

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: B. Glen Johnson, Esq.
                  Johnson & Dickinson, L.L.C.
                  1925 Marietta Highway, Suite 201
                  Canton, GA 30114
                  Tel: (770) 479-5566
                  Fax: (770) 479-5568

Estimated Assets:                 Unstated

Estimated Debts: $1 Million to $10 Million

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
American Express               $93,692
P.O. Box 297871
Ft. Lauderdale, FL 33329-7871

Daniel DiCicco                 $30,000
343 Evie Lane
Canton, GA 30115

Spectrum Kitchens              $13,185
1050 Northfield Court,
Suite 365
Roswell, GA 30076

First National Bank of Omaha   $13,101

Metro Kitchen Cabinet          $7,750
Installers

H.D. Supply                    $5,699

Twin Oaks Landscape Service    $3,232

R.T.M.S., Inc.                 $3,000

Satterfield & Association      $2,100

Discover Card                  $1,583

John Deere Landscape           $1,171

Seaman Accounting Service      $810

RussCorp. Signs, Inc.          $662

Edward Haight, P.E.            $546

Fullhouse Inspections          $500


COMPLETE RETREATS: Emerges from Chapter 11 in Connecticut
---------------------------------------------------------
Complete Retreats LLC and its debtor affiliates' First Amended
Joint Plan of Liquidation became effective on Dec. 31, 2007.

The First Amended Plan was confirmed by the Bankruptcy Court on
Nov. 30, 2007.

Each of the Debtors, except for DR Abaco LLC, Retreats Europe,
Ltd., and DR Umbria, Ltd., have merged into Complete Retreats or
have otherwise been dissolved, Jeffrey K. Daman, Esq., at Dechert
LLP, in Hartford, Connecticut, says.  DR Abaco, on the other
hand, became a wholly owned subsidiary of Complete Retreats.

Pursuant to the Plan, the Debtors will establish the "Complete
Retreats Liquidating Trust" for the primary purpose of
liquidating and distributing the Debtors' assets.  On the
Effective Date, the Debtors and the Liquidating Trustee executed
the Liquidating Trust Agreement, pursuant to which:

   (a) the Liquidating Trust came into effect;

   (b) Joel S. Lawson III was appointed Liquidating Trustee; and

   (c) Brian W. Anderson, Michael A. Freedman, and Christopher
       Swann were appointed members of the Plan Advisory
       Committee.

In addition, the single equity interest in Complete Retreats was
transferred to the Liquidating Trust in accordance with the terms
of the Plan and the Plan Confirmation Order.  Moreover, all of
the Liquidating Trust Assets are deemed transferred by the
Debtors to the Liquidating Trust.

A full-text copy of the final version of the Liquidating Trust
Agreement is available for free at:

  http://bankrupt.com/misc/CR_Final_LiquidatingTrustPact.pdf

The Debtors delivered the Final Liquidating Trust Agreement to
the Court on Jan. 2, 2008.  On the same day, the Debtors also
submitted to Judge Schiff final versions of the notes and related
agreements among their retained professionals, the professionals
retained by the Official Committee of Unsecured Creditors, and
the Liquidating Trustee.  Full-text copies of the Professional
Fees Notes and Agreements are available for free at:

         http://bankrupt.com/misc/CR_ProFeesNotes.pdf

According to the Liquidating Trustee, the net fair market value,
as of the Effective Date, of all of the Liquidating Trust Assets
is zero.  As per the terms of the Liquidation Trust Agreement,
the "Zero" Determined Value will be used by the Debtors, the
Liquidating Trust, the Liquidating Trustee, the Plan Advisory
Committee, and the Beneficiaries for all federal income tax
purposes.

Any distributions to be received by any person or entity under
the Plan will be in full satisfaction, settlement, and release
of, and in exchange for, that entity's Allowed Claim.  As of the
Confirmation Date, all persons and entities are permanently
enjoined from commencing or continuing any action or proceeding
on account of any claim, right, obligation, liability, or cause
of action released pursuant to the Plan.  The United States
Government or any of its agencies and any state and local
authority are not enjoined from bringing any claim, suit, action,
or other proceedings against the Released Parties, as defined
under the Plan, for any liability.

Mr. Daman relates that on or before the Effective Date, the
Debtors paid, or otherwise satisfied, all Allowed Administrative
Expense Claims, Priority Tax Claims, Outstanding Secured Claims,
Convenience Claims, and Priority Non-Tax Claims.  To the extent
any Claims are subject to previously filed and pending
objections, the Debtors, after consultation with the Creditors
Committee, have reserved for the payment of disputed claims
subject to resolution of the objections.

Any and all remaining Executory Contracts to which any Debtor is
still a party is deemed rejected as of the Effective Date, except
for:

   (a) those of the Debtors' agreements with Ultimate Resort, LLC,
       then still in force and effect; and

   (b) any executory contract that (i) has been assumed or
       rejected pursuant to a final Court Order entered prior to
       the Effective Date, or (ii) is subject to a separate
       motion to assume, assume and assign, or reject filed under
       Section 365 of the Bankruptcy Code by the Debtors prior to
       the Effective Date.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.

Complete Retreats and its debtor-affiliates filed for chapter 11
protection on July 23, 2006 (Bankr. D. Conn. Case No. 06-50245).
Nicholas H. Mancuso, Esq. and Jeffrey K. Daman, Esq. at Dechert
LLP represent the Debtors in their restructuring efforts.  Michael
J. Reilly, Esq., at Bingham McCutchen LP, in Hartford,
Connecticut, serves as counsel to the Official Committee of
Unsecured Creditors.  No estimated assets have been listed in the
Debtors' schedules, however, the Debtors disclosed $308,000,000 in
total debts.

(Complete Retreats Bankruptcy News, Issue No. 40; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DANA CORP: Plaza Tire Wins Bid for Cape Girardeau Property
----------------------------------------------------------
Plaza Tire Service Inc. won the bidding for the industrial
building that formerly housed Dana Corp.'s production facility in
Cape Girardeau, the Southeast Missourian reports, citing Plaza
Tire Service's vice president Scott Rhodes.

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Rhodes Development Company, LLC, had expressed interest in
purchasing the Cape Girardeau property at a purchase price higher
than that of Schaefer's Power Panels, Inc., hence, it had asked
the Debtors to consider its offer.

As previously reported, the Debtors had asked authority from the
U.S. Bankruptcy Court for the Southern District of New York the to
sell a 15-acre parcel of real estate and a 150,000 square-foot
building located at 2075 Corporate Circle in Cape Girardeau,
Missouri, to Schaefer's Power Panels, Inc., for $2,841,750.

According to the Southeast Missourian, Plaza Tire edged out an
offer from Schaefer's Electrical Enclosures, which had strong
support from city and economic development leaders.  Bidders
submitted their best price to the U.S. Bankruptcy Court for the
Southern District of New York, and the Dana court deemed Plaza's
bid the best offer, Southeast Missourian's Rudi Keller reports.

The facility will house corporate offices and a distribution
center for Plaza Tire's 49 stores in Missouri and Illinois,
according to Southeast Missourian.

Details of the transaction were not immediately available,
Southeast Missourian notes.

Plaza Tire Service consists of 49 tire stores and is listed as
the 28th largest independently owned tire retailer in North
American by Tire Business' magazine, according to information
posted on the company's Web site.

                          About Dana

Based in Toledo, Ohio, Dana Corporation -- http://www.dana.com/--
designs and manufactures products for every major vehicle producer
in the world, and supplies drivetrain, chassis, structural, and
engine technologies to those companies.  Dana employs 46,000
people in 28 countries.  Dana is focused on being an essential
partner to automotive, commercial, and off-highway vehicle
customers, which collectively produce more than 60 million
vehicles annually.

Dana has facilities in China in the Asia-Pacific, Argentina in
the Latin-American regions and Italy in Europe.

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Aug. 31, 2007, the Debtors listed $6,878,000,000 in total assets
and $7,551,000,000 in total debts resulting in a total
shareholders' deficit of $673,000,000.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day,
in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq.,
Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at
Miller Buckfire & Co., LLC, serves as the Debtors' financial
advisor and investment banker.  Ted Stenger from AlixPartners
serves as Dana's Chief Restructuring Officer.

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel
LLP, represents the Official Committee of Unsecured Creditors.
Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel
to the Official Committee of Equity Security Holders.  Stahl
Cowen Crowley, LLC serves as counsel to the Official Committee
of Non-Union Retirees.

The Debtors filed their Joint Plan of Reorganization on Aug. 31,
2007.  On Oct. 23, 2007, the Court approved the adequacy of the
Disclosure Statement explaining their Plan.  The Court has set
Dec. 10, 2007, to consider confirmation of the Plan.  (Dana
Corporation Bankruptcy News, Issue No. 67; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000).


DELPHI CORP: Completes $40 Mil. Sale of North American Brake
------------------------------------------------------------
Delphi Corporation has completed the purchase agreement entered
with TRW Automotive Holdings Corp.'s subsidiary, pursuant to TRW
Integrated Chassis Systems LLC acquiring Delphi Corp.'s North
American brake component machining and module assembly assets,
including production inventory, for approximately $40 million.

As reported in the Troubled Company Reporter on Sept. 20, 2007,
Delphi Corporation and TRW Automotive's subsidiary signed an
agreement in relation to the purchase of a portion of its North
American brake component machining and module assembly assets.

In addition to the asset purchase, the company has leased a
portion of Delphi's former brake manufacturing facility in
Saginaw, Michigan and commenced employment of hourly and salaried
employees at the site.

In conjunction with the asset purchase, TRW is supplying General
Motors with a portion of the business, predominantly braking
modules, formerly supplied by Delphi at the Saginaw facility.

                      About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services

TRW Automotive Aftermarket provides high quality replacement
parts, service, diagnostics and technical support to both the
independent aftermarket and the vehicle manufacturer service
channels.

                        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 $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 CORP: Court Approves Unit's Sale to Inteva for $106 Mil.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
has approved the sale of Delphi Corp. and its debtor-affiliates'
Interiors and Closures Businesses to Inteva Products, LLC, and its
affiliates for about $106 million, pursuant to the Master Sale and
Purchase Agreement, dated October 15, 2007.

The Debtors told the Court at the Jan. 25, 2007 sale hearing that
no higher and better offers have been made.

The Court notes that the entry of the Sale Order will not modify
the terms and conditions applicable to the parts designated in
the agreements to be assumed and assigned to Inteva.  Siemens VDO
Automotive AG, Siemens VDO Automotive Corp., Siemens Electric
Ltd, and Siemens VDO Automotive Inc., now known as Siemens VDO
Automotive Canada Inc., each, as applicable, expressly reserve
its rights and defenses in this regard.

In connection with the sale, the Debtors are authorized, but not
directed, to enter into and perform under the sixth amendment of
lease, dated Sept. 28, 2007, by and between DAS LLC and 1401
Troy Associates Limited Partnership, covering certain premises
located at 1401 Crooks Road, Troy, Michigan.

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 $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. 104; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DELPHI CORP: IUE-CWA Objects to Employee Compensation Programs
--------------------------------------------------------------
The International Union of Electronic, Electrical, Salaried,
Machine and Furniture Workers-Communications Workers of America
does not object to the confirmation of Delphi Corp. and its
debtor-affiliates' Joint Plan of Reorganization, but objects to:

   (i) the Management Compensation Plan, which was attached to the
       Plan, and

  (ii) the Salaried Employee Compensation Program, which was
       described in the Disclosure Statement with respect to the
       Plan.

Thomas M. Kennedy, Esq., at Kennedy, Jennik & Murray, P.C., notes
that through the duration of the Chapter 11 cases, the Debtors'
management employees have continued to receive their salaries and
benefits as well as overly generous performance awards through an
annual incentive program.  On the other hand, Delphi's union
members have made deep and irreversible sacrifices to ensure the
survival of the companies, he points out.

The Debtors, on Oct. 13, 2005, sought the Court's approval of a
Key Employee Compensation Program, which included enhanced income
to the Debtors' management during the Chapter 11 process through
the implementation of the AIP.  The KECP Motion also included a
forward looking proposal to grant, upon emergence from Chapter 11,
an emergence bonus plan consisting of both cash and equity.  The
KECP had three parts: the annual incentive program, an emergence
bonus plan, and a prepetition severance plan.

Mr. Kennedy notes that the current proposed MCP/SECP contains
similar elements, with a short-term incentive plan, long-term
incentive plan, and a Chapter 11 Effective Date Executive Payment
program -- formerly the Emergence Cash Plan.

The AIP is the only part of the KECP which has been approved by
the Court.  The Debtors, Mr. Kennedy points out, acknowledge in
the Disclosure Statement that the longer term elements of the
originally proposed compensation program, i.e., cash payments on
the Effective Date and long-term equity grants for post-emergence
periods, were deferred to the plan confirmation process.

Thus, Debtors are estopped from arguing that the initial proposal
established reliance interests which would justify inequitable
and excessive executive compensation, Mr. Kennedy asserts.

The Debtors may not establish binding plan elements before the
creation and introduction of the Plan, Mr. Kennedy avers.  He
notes that motions made under Section 363 of the Bankruptcy Code
are not available "to short circuit the requirements of a
reorganization plan by establishing the terms of the plan sub
rosa in connection with a proposed transaction."

The Debtors' proposal for emergence cash and equity grants in the
initial KECP Motion -- which was never granted by the Court --
can not now be used to dictate terms to the Court or the
creditors, Mr. Kennedy argues.  "It is now the appropriate moment
for the Court to determine whether the Debtors' proposal
regarding executive compensation is equitable."

Mr. Kennedy points out that the purposes of the KECP -- to retain
and incentivize employees during the restructuring period -- have
been met through the implementation of the AIPs.  He contends
that the proposed MCP/SECP is an unreasonable transfer of wealth
directly from the creditors, and at the expense of the workers,
and in its current form it is manifestly inequitable.

"The Court should independently weigh the equity of delivering to
the executives a platinum compensation plan where the survival of
the companies is due to the sacrifices of its workers."

While the initial KECP proposal was overreaching and greeted with
scorn, the final proposed MCP/SECP, rather than recognizing the
need and equity of a shared sacrifice, includes new provisions
causing it to be even more inequitable, Mr. Kennedy points out.
"The proposed MCP/SECP should be rejected in its current form."

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 $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. 104; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000)


DUNMORE HOMES: Committee Taps Morrison & Foerster LLP as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Dunmore Homes
Inc.'s bankruptcy case seeks authority from the U.S. Bankruptcy
Court for the Southern District of New York to retain Morrison &
Foerster LLP as its counsel effective as of Nov. 26, 2007.

The Committee seeks the employment of Morrison & Foerster to
represent it and perform services on its behalf in connection
with carrying out its fiduciary duties and responsibilities under
the Bankruptcy Code consistent with Section 1103(c) and certain
other provisions of the Bankruptcy Code.

Committee member Bank of New York Trust Company, N.A., asserts
that it is necessary for the Committee to retain Morrison &
Foerster, pursuant to Section 1103(a), to, among other things:

   (a) advise the Committee with respect to its rights, powers,
       and duties in Dunmore Homes, Inc.'s case;

   (b) assist and advise the Committee in its consultations with
       the Debtor relative to the administration in the case;

   (c) assist the Committee in analyzing the claims of the
       Debtor's creditors and in negotiating with those
       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, and negotiations
       with, the Debtor or any third party concerning matters
       related to, among other things, the terms of a plan of
       reorganization or liquidation;

   (f) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       significant matters in this case;

   (g) represent the Committee at all hearings and other
       proceedings;

   (h) review and analyze all applications, orders, statements of
       operations, and schedules filed with the Court;

   (i) assist the Committee in preparing pleadings and
       applications as may be necessary in furtherance of the
       Committee's interest 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 Code.

J. Chris Matthews of the Bank of New York Trust Company relates
that MF is an internationally recognized law firm with extensive
experience and expertise in bankruptcy and reorganization
proceedings.  The attorneys at MF have broad-based experience and
a national reputation in bankruptcy and reorganization
proceedings as well as extensive experience and knowledge
practicing before the Court.  Through MF, Mr. Matthews adds, the
Committee will have the benefit of knowledge and experience, as
well as the ability to call upon the attorneys within MF with
expertise in other specialized areas of law as may be needed.

Subject to the Court's approval, MF will charge the Committee for
its legal services on an hourly basis in accordance with its
ordinary and customary rates.  The Committee relates that it has
been advised by MF that the firm's current hourly rates, which
will be charged in respect of the primary members of the MF
engagement team for the Committee, are:

     Attorney                      Position         Rate
     --------                      --------         ----
     Karen Ostad                   Partner          $750
     Adam Lewis                    Partner          $650
     Alexandra Steinberg Barrage   Associate        $515
     Vincent J. Novak              Associate        $375

From time to time, other MF attorneys may be involved in the
Debtor's case, as needed, the hourly rates of which are:

    Professional                  Hourly Rate
    ------------                  -----------
    Partners and counsel          $520 to $850
    Associates                    $225 to $540
    Legal Assistants              $105 to $270

In addition to the hourly rates, MF charges clients for actual
and necessary costs of support services the firm provides in
connection with a representation, including court reporters,
transcripts, computerized research, filing fees, photocopying
charges, and long-distance telephone calls.  MF will charge the
cost of these expenses in a manner and at rates consistent with
charges generally made to the firm's other clients.  All charges
for which MF seeks payment are subject to Court approval.

Karen A. Ostad, Esq., a partner at MF, assures the Court that her
firm is a "disinterested person" as the term is defined in
Section 101(14) of the Bankruptcy Code.  MF does not hold any
interest adverse to the Debtor's estate or its creditors in the
matters upon which the firm is to be engaged, Ms. Ostad
maintains.  While employed by the Committee, MF tells the Court
that it will not represent any person having an adverse interest
in connection with the Debtor's case.

Ms. Ostad notes that in 2006, MF represented Alleghany
Properties, a Delaware LLC in a real estate matter involving
properties sold to Dunmore Croftwood, LLC, which is not a debtor
in this case.  MF says it is unaware of any claim Alleghany has
against the Debtor.  However, in the event Alleghany has any
claim, MF will promptly notify the Debtor, the Court and the U.S.
Trustee of any matter that impacts the disclosures noted,
according to Ms. Ostad.

In addition, MF currently represents Dunmore Capital Fund LP,
providing advice regarding real estate investment fund formation,
Ms. Ostad notes.  Sidney Dunmore Jr. is a principal of Dunmore
Capital.  Upon information and belief, Dunmore Jr. is the son of
Sidney B. Dunmore and otherwise is wholly unrelated to the
Debtor's case, Ms. Ostad relates.  Moreover, Dunmore Capital is
unaffiliated with the Debtor, she avers.

                       About Dunmore Homes

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DUNMORE HOMES: Obtains Final Nod to Employ Pachulski as Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the Southern District of
New York has approved, on a final basis, Dunmore Homes Inc.'s
employment of Pachulski Stang Ziehl & Jones LLP as its bankruptcy
cousel, nunc pro tunc to Nov. 8, 2007.

As reported in the Troubled Company Reporter on Nov. 23, 2007,
Pachulski will:

   (a) provide legal advice to the Debtor with respect to its
       powers and duties as a debtor in possession in the
       continued operation of its business and management of its
       property;

   (b) take all necessary action to protect and preserve the
       Debtor's estate, including the prosecution of actions on
       the Debtor's behalf, the defense of any actions commenced
       against the Debtor, the negotiation of disputes in which
       the Debtor is involved, and the preparation of objections
       to the claims filed against the Debtor's estate;

   (c) assist the Debtor in obtaining approval of disclosure
       statement and confirmation of its Chapter 11 plan of
       reorganization;

   (d) prepare on behalf of the Debtor necessary application,
       motions, answers, orders, reports and other legal papers;

   (e) appear in Court and to protect the interest of the Debtor
       before the Court; and

   (f) perform all other legal services for the Debtor that may
       be necessary and proper in this proceeding.

Pachulski will be paid pursuant to its customary hourly rates,
plus reimbursement of actual, necessary expenses and other
charges.  The firm's principal attorneys designated to represent
the Debtor and their current standard hourly rates are:

      Attorneys                     Hourly Rate
      ---------                     -----------
      Richard M. Pachulski, Esq.        $795
      Debra I. Grassgreen, Esq.         $575
      Maria A. Bove, Esq.               $395


Debra I. Grassgreen, Esq., a partner at the firm, disclosed that
Pachulski has received $452,112 from the Debtor during the year
prior to the bankruptcy filing, including a $1,039 filing fee, in
connection with the firm's prepetition representation of the
Debtor.

Ms. Grassgreen also noted that the firm was retained as counsel
to represent Indymac Bank F.S.B., as purchaser of assets in the
Chapter 11 cases of American Home Mortgage Holdings, Inc., et al.
pending in the United States Bankruptcy Court for the District of
Delaware.  Indymac is a lender to and creditor of Dunmore.

The representation of Indymac in the American Home cases is
wholly unrelated to the Debtor's case, Ms. Grassgreen attested.
The firm has not and will not represent Indymac or any of its
affiliates in any actions that Indymac or any of its affiliates
may bring against the Debtor.  The firm has a conflicts waiver
from Indymac, she added.

Ms. Grassgreen assured the Court that Pachulski does not hold any
interest adverse to the Debtor's estate and is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About Dunmore Homes

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


DUNMORE HOMES: Court Approves Sale of Stone Mitigation Property
---------------------------------------------------------------
Pursuant to Sections 363(b) and (f) of the Bankruptcy Code, the
Honorable Martin Glenn of the U.S. Bankruptcy Court for the
Southern District of New York has authorized Dunmore Homes Inc. to
sell its Stone Mitigation Property to Sacramento Area Flood
Control Agency for $4,360,000, free and clear of all liens.  The
Court also authorized the Debtor to pay:

   (a) appraisal costs incurred by Sacramento Valley Farm Credit;

   (b) real estate taxes and assessments through the date of
       closing; and

   (c) title policy costs and half of the costs of escrow from
       the net proceeds of the Sale.

The Bankruptcy Court had earlier approved the procedures for the
sale of the aforesaid Property, including the publication of the
Sale Notice and the modifications, if any, to those procedures
that were stated on the record.

The Debtor will maintain the net proceeds of the Sale in an
income-bearing blocked escrow account pending full payment to
Sacramento Valley Farm Credit and the DIP Lender in satisfaction
of their respective liens and security interests, the Court
ruled.  The liens and security interests of Sacramento Valley
Farm Credit and the DIP Lender will attach in their respective
extent, validity and priority to the net proceeds of the Sale.

Objections, if any, by the Official Committee of Unsecured
Creditors to the payment of proceeds of the Sale to Sacramento
Valley Farm Credit, if timely filed, will be heard on Jan. 11,
2008.

As reported in the Troubled Company Reporter on Dec. 19, 2007,
The Creditors Committee asked the Bankruptcy Court to defer ruling
on the Stone Mitigation Property Sale Motion until it has ruled on
the Joint Motion to transfer the case's venue to the Eastern
District of California, Sacramento Division.

                       About Dunmore Homes

Headquartered in Granite Bay, California, Dunmore Homes Inc. is a
privately-owned homebuilder.  The company filed for Chapter 11
protection on Nov. 8, 2007 (Bankr. S.D.N.Y. Case No. 07-13533).
Maria A. Bove, Esq., and Debra I. Grassgreen, Esq., at Pachulski
Stang Ziehl & Jones LLP, represent the Debtor in its restructuring
efforts.  The Official Committee of Unsecured Creditors has
selected Morrison & Foerster LLP as its counsel in this bankruptcy
proceeding.  When the Debtor filed for protection against its
creditors, it listed assets and liabilities of more than
$100 million.

The Debtor's exclusive period to file a plan expires on March 7,
2008. (Dunmore Bankruptcy News, Issue No. 7; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000).


E*TRADE FIN'L: Mitchell Caplan Resigns, Gets $10.9MM Severance Pay
------------------------------------------------------------------
Mitchell H. Caplan has resigned from E*Trade Financial
Corporation's board of directors, effective Dec. 31, 2007.
Mr. Caplan will receive a payment of $10.9 million, which is two
times the sum of his base salary and bonus during 2006, well as
two years of medical, life and disability insurance coverage,
pursuant to the terms of severance agreement related to his former
position as CEO.

In addition, he will be entitled to reimbursement of certain legal
fees.  Mr. Caplan's resignation from the board severs all ties
with the company.

The agreement is specifically limited to the terms of his pre-
existing employment contract dated Sept. 1, 2004.

"E*TRADE's board and management team are acting swiftly to
establish and execute a turnaround plan designed to unlock the
company's value," Donald H. Layton, chairman, E*Trade Financial
Corporation, said.  "E*Trade's board of directors remains
confident in the strength of the core franchise and the loyalty of
its customer base."

On November 29, the company dosclosed that Mr. Caplan had stepped
down as chief executive officer.  E*Trade Financial president and
chief operating officer R. Jarrett Lilien was immediately
appointed acting chief executive officer.

In addition, Donald H. Layton was named chairman of the board,
replacing former chairman George Hayter.  Mr. Hayter remains on
the board as a director.  Mr. Layton is leading the executive
search to fill the CEO position, for which Mr. Lilien and external
candidates are being considered.  The company expects to disclose
its new CEO within the next 30-60 days.

                     About E*Trade Financial

Based in New York City, E*Trade Financial Corp. (NasdaqGS: ETFC) -
- http://us.etrade.com/-- provides financial services including
trading, investing, banking and lending for retail and
institutional customers.  Securities products and services are
offered by E*Trade Securities LLC.  Bank and lending products and
services are offered by E*Trade Bank, a Federal savings bank or
its subsidiaries.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 4, 2007,
Moody's Investors Service lowered E*Trade Financial Corporation's
long-term senior debt rating to Ba3 from Ba2.  The outlook for the
long-term rating is negative.


EL PASO: Unit Completes $125 Mil. Offering of 5.95% Senior Notes
----------------------------------------------------------------
El Paso Corporation's subsidiary, Colorado Interstate Gas Company,
disclosed the expiration and results of its cash tender offer to
purchase up to $125 million aggregate principal amount of its
5.95% Senior Notes due March 15, 2015 (CUSIP No. 196522AH9).

The tender offer expired at 12:00 midnight, Eastern Time, on
Dec. 27, 2007.  $183,525,000 in aggregate principal amount of
notes were validly tendered in the tender offer.  Because this
amount exceeded the tender cap of $125 million, the amount of
notes accepted for purchase was prorated among tendering holders
in accordance with the terms of the Offer to Purchase dated
Nov. 29, 2007.

The proration factor applied was approximately 68.1%, rounded down
to the nearest $1,000 of principal amount for each tendering
holder.

Merrill Lynch & Co. and J.P. Morgan Securities Inc. served as the
dealer managers for the tender offer and Global Bondholders
Services Corporation served as the depositary and information
agent for the tender offer.

                    About El Paso Corporation

Headquartered in Houston, Texas, El Paso Corporation (NYSE: EP) --
http://www.elpaso.com/--is an energy company that provides
natural gas and related energy products.  The company owns North
America's interstate pipeline system, which has approximately
55,500 miles of pipe.  It also owns approximately 470 billion
cubic feet of storage capacity and a liquefied natural gas import
facility with 806 million cubic feet of daily base load send out
capacity.  El Paso's exploration and production business is
focused on the acquisition, development and production of natural
gas, oil and natural gas liquids in the United States, Brazil and
Egypt.  It operates in three business segments: Pipelines,
Exploration and Production and Marketing.  It also has a Power
segment, which holds its remaining interests in international
power plants in Brazil, Asia and Central America.

Colorado Interstate Gas Company is a majority owned subsidiary of
El Paso Corporation, that conducts its business activities through
its Colorado Interstate gas system, its 50% equity interest in
WYCO Development LLC, and gas storage and processing facilities.
Its business consists of the
interstate transportation, storage and processing of natural gas.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 20, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings on El Paso Corp. and subsidiaries.  The outlook
remains positive.


FAYE PATTERSON: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Faye Patterson
        1406 Crooked Tree Circle
        Stone Mountain, GA 30088

Bankruptcy Case No.: 08-60071

Chapter 11 Petition Date: January 1, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Diana McDonald, Esq.
                  Law Office of Diana McDonald, LLC
                  Suite C - George Towne Creek
                  2800 Peachtree Industrial Boulevard
                  Duluth, GA 30097
                  Tel: (678) 542-2255

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


FISHER COMMS: Completes $55 Mil. TV Station Purchase from Westwind
------------------------------------------------------------------
Fisher Communications Inc. has closed on the purchase of the
assets of KBAK-TV and KBFX-CA from Westwind Communications LLC for
$55 million in cash.  Both stations serve the Bakersfield,
California television market, the nation's 125th largest
television market.

Troy A. McGuire has been named general manager of the stations,
taking over for the retiring Wayne Lansche.  Mr. McGuire has been
Fisher's VP of News since January 2007 and will retain those
responsibilities in addition to his new management duties.

Headquartered in Seattle, Washington, Fisher Communications Inc.
(NASDAQ: FSCI) -- http://www.fsci.com/-- is a communications
company that owns or manages 13 full power and seven low power
television stations and nine radio stations in the Pacific
Northwest.  The company owns and operates Fisher Pathways, a
satellite and fiber transmission provider, and Fisher Plaza, a
media, telecommunications, and data center facility located near
downtown Seattle.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Standard & Poor's Ratings Services removed from CreditWatch and
affirmed its ratings on TV broadcaster Fisher Communications Inc.,
including the 'B-' corporate credit rating.  The outlook is
positive.  Standard & Poor's had originally placed the ratings on
CreditWatch with positive implications on June 14, 2007.


FLORIDA'S SPORT: Case Summary & Four Largest Creditors
------------------------------------------------------
Debtor: Florida's Sport Dance Federation of America, Inc.
        405 Cleveland Street
        Clearwater, FL 33755

Bankruptcy Case No.: 07-12892

Chapter 11 Petition Date: December 27, 2007

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Joel S. Treuhaft, Esq.
                  2656 West Lake Road
                  Palm Harbor, FL 34684
                  Tel: (727) 797-7799
                  Fax: (727) 230-9518

Total Assets: $1,777,150

Total Debts:  $1,886,731

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Regina Austin                  Loan                  $460,000
108 24th Street
Belleair Beach, FL 33786

Socrates & Dru Charos          Past due wages        $175,000
1961 Pinehurst Road            from 2001 to
Dunedin, FL 34698              present

Pinellas County Tax Collector  Property Taxes        $36,000
315 Court Street, 3rd Floor
Clearwater, FL 33757-8832

Times Publishing Co.           Advertising           $1,800


FORD MOTOR: 2007 Sales Down by 12% at 2.57 Million
--------------------------------------------------
Ford Motor Company's full-year 2007 sales totaled 2.57 million,
down 12% compared with a year ago.  Retail sales were down 10% and
fleet sales were down 18% (including a 32% reduction in daily
rental sales).  More than two thirds of Ford's sales decline
reflected discontinued products.

Ford's December sales totaled 212,094, down 9% compared with a
year ago.  Retail sales were down 13% and fleet sales were down
1%.

Led by two new and three redesigned models, Ford, Lincoln and
Mercury crossover utility vehicles paced the industry's fastest-
growing segment with a gain of 62% in 2007, more than triple the
industry-wide growth of 17%.  In its first full year, Ford Edge
sales were 130,125, exceeding Ford's original forecast by 30%.  In
December, Edge capped off the year with its best-ever retail sales
month.

"Ford Edge is a great example of our plan to build products people
really want to buy," Jim Farley, Ford's group vice president,
Marketing and Communications, said.  "Demand is growing at a fast
pace beyond the nation's heartland, our traditional region of
strength."

Ford expects continued growth in crossovers in 2008 with the mid-
year introduction of the Ford Flex.

Lincoln achieved full-year sales of 131,487, a 9% increase versus
2006.  The Lincoln MKX crossover was the largest contributor to
Lincoln's growth, but the MKZ sedan and Lincoln Navigator also
helped spur Lincoln's momentum, which began in late 2006.  The
next new Lincoln was revealed at the Los Angeles Auto Show in
November -- the MKS sedan that will debut this summer.

Sales for the new Ford Focus were up 3% in December (9% at
retail).  Focus sales were up 18% in November, the first full
month for the new model.

Ford's F-Series truck was America's best-selling truck in 2007 --
the 31st year in a row -- with full year sales of 690,589.
F-Series was also the best-selling vehicle, car or truck, for 26
years in a row.

                          2008 Outlook

Ford expects the economic environment to remain challenging in
2008.  Ford has said it expects the first half U.S. auto sales
rate to be in the range of 15.5 to 16.0 million in the first half
(light vehicle sales in the range of 15.2 to 15.7 million).

"We are restructuring our business to be profitable at lower
demand and changed mix and accelerating the development of new
products people want to buy," Mr. Farley said.  "We have more work
to do to reach our ultimate goal -- profitable growth for all.
But we have made progress in a short amount of time in several key
areas."

                           About Ford

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.


FORD MOTOR: Overall Sales in Canada Down 11.8% to 15,163 Units
--------------------------------------------------------------
Making a connection with consumers is what it's all about and the
Ford Motor Company of Canada, Ltd. certainly saw success in that
area driven by its new crossover vehicles -- the Ford Edge and
Lincoln MKX -- as well as with the Ford F-Series, the best selling
vehicle in Canada for the fifth straight year and the best selling
pick-up truck in Canada for a record 42 consecutive years.  Truck
sales achieved a solid 6.6% increase for the year.  Although
combined sales were down 2.2%, as compared to a strong year in
2006, Ford's new and refreshed vehicles drove showroom traffic --
the Ford Escape also being an excellent example as it delivered a
sales increase of 23.9%.

"We achieved two major goals in 2007 -- we promised to be a major
contender in the crossover revolution in this country and continue
to solidify our truck leadership. On both we certainly delivered,"
Bill Osborne, president and CEO, Ford Motor Company of Canada,
Ltd. said.  "Looking ahead, watch for the crossover momentum to
grow as we launch our full size crossover, the Ford Flex, later
this year -- and for Lincoln's appeal to intensify with the hot
new 2009 MKS."

                       December Results

For December, Ford of Canada's overall sales decreased 11.8% to
15,163 units.  Although total truck sales were down 7.2% at 11,702
units, the Ford Edge, Ford Ranger, Lincoln MKX each saw an
increase in sales during the month.  Total car sales of 3,461
units mark a 24.5% decline compared to last December.

                         Vehicle Sales

                            2007         2006        Change
                            ----         ----        ------
    Total Vehicles
    --------------
    December              15,163       17,191        -11.8%
    January-December     224,356      229,316         -2.2%

    Total Cars
    ----------
    December               3,461        4,583        -24.5%
    January-December      56,147       71,557        -21.5%

    Total Trucks
    ------------
    December              11,702       12,608         -7.2%
    January-December     168,209      157,759         +6.6%

                           About Ford

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.


FORD MOTOR: Singles Out Luxury Brands Bidder Tata Motors
--------------------------------------------------------
Lewis Booth, executive vice president for Ford of Europe and
Premier Automotive Group (Chairman - Jaguar, Land Rover, Volvo and
Ford of Europe) issued a statement on the potential sale of Fors
Motor Co.'s Jaguar and Land Rover brands:

"Ford is committed to focused negotiations at a more detailed
level with Tata Motors Ltd. concerning the potential sale of the
combined Jaguar Land Rover business."

"There is still a considerable amount of work to do, and while no
final decision has been made, we will proceed with further
substantive discussions with Tata Motors over the forthcoming
weeks with a view to securing an agreement that is in the best
interests of all parties concerned."

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: Lays-Off 450 Workers in St. Catharines, Ontario
---------------------------------------------------------------
A components plant and an engine plant of General Motors of Canada
Ltd. in St. Catharines, Ontario, will be displacing 450 employees
for the first two weeks in January, Don Fraser of the St.
Catharines Standard reports.  GM's St. Catharines spokeswoman
Virginia Lewis said the plants will be temporarily shut down to
adjust inventory.

The paper relates that 420 workers at the engine plant, which
assembles GM's famous Vortec brand of engines, will be laid off
starting Jan. 6 until Jan. 13.  Roughly 30 workers at the
components plant, which produces high precision transmission
components and automotive forgings for North America, have already
been displaced on Jan. 2.  They will come back to work on Jan. 13.

The tentative shuttering is related to GM's truck manufacturing
operation in Oshawa, the source says.

As reported in the Troubled Company Reporter on Dec. 11, 2007,
GM Canada disclosed plans of temporarily closing its truck
assembly plant in Oshawa, Ontario, for two weeks in January 2008,
cutting roughly 8,800 truck output.  The move is a result of the
slow sales of Chevrolet Silverados and GMC Sierras in the United
States.

                  About General Motors of Canada

Headquartered in Oshawa Ontario, General Motors of Canada Ltd.
manufactures vehicles, vehicle powertrains, and markets the full
range of General Motors vehicles and related services through 743
dealerships and retailers across Canada.  Vehicles sold through
this network include Chevrolet, Buick, Pontiac, GMC, Saturn,
Hummer, Saab and Cadillac.  GM of Canada employs more than 19,000
people nationwide.

                             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.


GENERAL MOTORS: Reports 3.87 Million Vehicle Sale in 2007
---------------------------------------------------------
General Motors Corp. dealers in the United States delivered
323,453 vehicles in December, down 5% compared with a year ago.
With 257,469 retail vehicle deliveries, retail sales for the month
were up 1.5%.

GM delivered 3.87 million vehicles in 2007, down 6% compared with
2006.  GM's retail market share is anticipated to be flat for the
year, with daily rental share down significantly, as planned.

"We've executed our Go-to-Market strategy throughout the year, and
the results show stabilized retail share and net price, reduced
daily rentals, improved residual values, smaller inventories and
outstanding launch vehicle performance," Mark LaNeve, GM North
America vice president, Vehicle Sales, Service and Marketing,
said.  "Growing our share in key car segments is integral to our
strategy.  The retail performance of the new Chevrolet Malibu and
Cadillac CTS, Saturn AURA, Pontiac G6 and the fuel-efficient
Chevrolet Aveo, Cobalt and Pontiac G5, demonstrates the enthusiasm
customers have for these outstanding vehicles."

                 December Performance Highlights

   * Chevrolet, Pontiac, Buick, GMC and Saturn divisions saw
     retail increases year-over-year;

   * GM's retail car deliveries increased 15% based on the
     strength of the all-new Chevrolet Malibu, 2008 Cadillac CTS
     and fuel-efficient Chevrolet Aveo, Cobalt, Pontiac G5 and G6.
     Aveo sales were up 82%;

   * Chevrolet Impala and Malibu combined were 24,000 retail
     sales, the best Chevrolet mid-car month since July 2006;

   * Enclave, OUTLOOK and Acadia crossovers exceeded 14,000 retail
     sales; GM's mid-utility crossover segment was up 275%.
     Enclave had a record month.

   * Chevrolet Silverado, Avalanche and GMC Sierra full-size
     pickups built retail market share with more than 69,000
     vehicles sold;

   * Retail vehicles, as a percent of total deliveries, increased
     more than 5 percentage points to 80%; and

   * Dealer inventories were down 147,000 vehicles year-over-year.

"The Malibu, CTS and Enclave have some of the fastest turn rates
in the industry and we've seen Malibu retail sales increase nearly
100% compared with a year ago," Mr. LaNeve added.  "I was
particularly encouraged to see that even though we doubled Malibu
sales and basically sold them as soon as they hit dealer lots, the
Impala also had a terrific month.  More and more customers are
realizing that the best mid-car values are no longer at an import
dealership."

                   2007 Performance Highlights

   * Dealer inventories were at their lowest level going into
     January in 13 years;

   * GMC and Saturn divisions had total and retail increases for
     the year;

   * Enclave, OUTLOOK and Acadia crossovers exceeded 122,000
     retail sales; GM's mid-utility crossover segment was up 333%
     retail;

   * Daily rental sales were reduced 108,000 vehicles; GM was at
     its lowest level of daily rental sales in 9 years (about
     596,000 vehicles), while significantly boosting content and
     resale value.  Commercial/government fleet sales were up
     about 5,000 vehicles

   * Anticipated retail share stabilized at about 21%; and

   * Retail vehicles, as a percentage of total deliveries,
     increased 1 percentage point to 74%.

"The Chevrolet Tahoe Hybrid and Malibu, Buick Enclave and Cadillac
CTS have been named finalists in the North America Car and Truck
of the Year Awards, so our vehicles are being recognized as world-
class," Mr. LaNeve said.  "While we've seen a challenging market
in 2007, we are offering shoppers the best products and value
available. A shining example is Saturn's roughly 12% retail
increase in 2007, being driven by the AURA, SKY, VUE and OUTLOOK.
We believe the industry will be much more resilient than many
forecasts and look forward to 2008."

                             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.


GENERAL MOTORS: Canada 2007 Sales Down 4.2% to 403,410 Units
------------------------------------------------------------
For the 2007 calendar year, General Motors of Canada maintained
its sales leadership position in Canada delivering 403,410 units.

"For 2007, GM continued to stay the course with our strategy to
focus on the quality and durability of our vehicles and
strategically manage our daily rental sales volume," said Marc
Comeau, GM of Canada's vice-president of sales, service, and
marketing.  "While this strategy has resulted in some overall
sales declines we are experiencing good retail sales performance,
higher residual values and solid sales from our recently
introduced cars and trucks."

Mr. Comeau continued, "We are seeing strong customer acceptance
for the new Cadillac CTS and Chevrolet Malibu and Malibu hybrid
and Saturn Astra will lead the new generation of Saturn vehicles.
GM will also continue to offer more green choices for Canadians
offering three additional hybrids in 2008, the Cadillac Escalade
and the Oshawa-built Chevrolet Silverado and GMC Sierra pickups."

Four GM vehicles were recently recognized by the Automobile
Journalists Association of Canada from best small car (Saturn
Astra) to best small crossover (Saturn Vue) to best luxury
crossover (Buick Enclave) to best pickup truck (Chevrolet
Silverado).  This comes on the heels Motor Trend Magazine Car of
the Year for the Cadillac CTS and Green Car of Year for the
Chevrolet Tahoe hybrid SUV from Green Car Journal.

                        Sales Highlights

   * The recently launched Chevrolet Malibu saw retail sales jump
     8.9% in December.

   * The all-new Cadillac CTS and Saab 9-3 were up 4.5% and 56.8%,
     respectively, for the month.

   * GM's crossover line-up -- including the GMC Acadia, Saturn
     Outlook and Buick Enclave -- drove a 67.7% increase in the
     mid utility segment for the month.

   * Pontiac Vibe continues to perform well -- up 29.5% for the
     month and 12.9% for the year, driven by strong retail sales.

   * Saturn posted a 23% increase in 2007 as a result of a strong
     vehicle line-up including the Aura and Aura Hybrid sedans,
     the Vue and Vue Hybrid small utility and all new Outlook
     crossover utility.

   * GM large pickup sales grew 7.5% in 2007, with gains from the
     Chevrolet Silverado and GMC Sierra extended cab pickups (up
     10.2% and 9.2%, respectively), as well as strong performance
     from the 1500 Series Crew Cabs with Chevrolet up 50.5% and
     GMC up 38.9%.

                          GM Canada Sales
                         Month of December

                             2007     2006  % CHG
                             ----      ----      ----
       Total Cars           9,678   16,741    -42.4%
       Total Trucks    16,412   19,517    -15.9%
       Total Vehicles    26,090   36,258    -28.0%

                    Year Ended Dec. 31, 2007

                             2007     2006  % CHG
                             ----      ----      ----
       Total Cars         185,952  202,949  -8.4%
       Total Trucks   217,760  218,350  -0.3%
       Total Vehicles   403,712  421,299  -4.2%

                  About General Motors of Canada

Headquartered in Oshawa Ontario, General Motors of Canada Ltd.
manufactures vehicles, vehicle powertrains, and markets the full
range of General Motors vehicles and related services through 743
dealerships and retailers across Canada.  Vehicles sold through
this network include Chevrolet, Buick, Pontiac, GMC, Saturn,
Hummer, Saab and Cadillac.  GM of Canada employs more than 19,000
people nationwide.

                             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.


GENESCO INC: Merger Order Cues S&P to Retain Developing Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services said its ratings on specialty
footwear and headwear retailer Genesco Inc. remain on CreditWatch
with developing implications following the announcement that the
Chancery Court for the State of Tennessee ordered The Finish Line
Inc. to specifically perform the terms of its merger agreement
with Nashville, Tennessee-based Genesco.  However, the court did
not offer an opinion as to the solvency of the merged entity.  The
resolution of that issue will be determined by a New York court in
a lawsuit filed by UBS.  In response to the court's decision, The
Finish Line is considering its options, including the possibility
of an appeal.

"We will continue to monitor the ratings as additional information
becomes available," said Standard & Poor's credit analyst David
Kuntz.


GLOBAL TRANSPARK: Cherry Bekaert Expresses Going Concern Doubt
--------------------------------------------------------------
North Carolina contract auditors, Cherry, Bekaert and Holland LLP,
expressed substantial doubt about the ability of Global TransPark
Authority in Kinston to continue as a going concern, Triangle
Business Journal reports.

The auditors stated Wednesday that Global TransPark no longer
holds money to repay about $32.1 million borrowed from the North
Carolina escheats fund, Business Journal relates.  The escheats
fund are basically money that are not claimed and subsequently
deposited to the state account, Business Journal says.

The auditors added that Global TransPark is nearing bankruptcy,
Business Journal reveals.

When bankrupt, Global TransPark will be required to repay
$18.1 million loan that the Federal Aviation Administration
extended, Business Journal reports, citing Cherry Bekaert.

The Global TransPark Authority -- http://www.ncgtp.com/-- is
responsible for planning, building and operating the Global
TransPark project.  The GTP is a state-funded cargo airport and
industrial hub in Lenoir County about 30 miles south of
Greenville.  Founded in the 1990s, the park was meant to provide a
high-tech boost to eastern North Carolina, but it's struggled to
attract businesses and jobs.  The GTP has a new runway extension
out to 11,500 feet, a newly-built cargo building alongside the
runway and Foreign Trade Zone status.


GRAN TIERRA: Earns $1.1 Million in Third Quarter
------------------------------------------------
Gran Tierra Energy Inc. has submitted its financial results for
the third quarter ended Sept. 30, 2007, with the Securities and
Exchange Commission.

In the regulatory filing, the company reported net income of
$1.1 million for the third quarter ended Sept. 30, 2007, compared
with a net loss of $66,355 for the comparable quarter of 2006.

Total revenue for the quarter was $8.0 million as compared to
$5.4 million for same quarter of 2006.

For the nine month period ended Sept. 30, 2007, the company
reported total revenue of $16.3 million as compared to
$8.6 million for same period in 2006.  Net loss for the period
amounted to $10.6 million as compared to a net loss of
$1.9 million for the comparable period of 2006.

The company reported cash and cash equivalents of $8.0 million at
the end of the third quarter of 2007 as compared to $24.1 million
at Dec. 31, 2006.  Total working capital reported at the end of
the quarter increased 30% over the previous quarter to
$9.3 million and compares to $14.3 million at Dec. 31, 2006.
Shareholders' equity was reported at $74.0 million as compared to
$76.2 million at Dec. 31, 2006.  The company reported no
outstanding long-term debt.

Commenting on the results of the quarter, Dana Coffield, president
and chief executive officer of Gran Tierra Energy Inc., stated,
"We are extremely delighted with the results of this quarter.
Gran Tierra Energy is beginning to see the impact of our
exploration successes in the first half of 2007.  Production from
our recent oil discovery at Costayaco-1 in Colombia has been
initiated and is now being reflected in our earnings.  Plans for
2008 are now being made to increase our production capacity for
both the Costayaco and Juanambu oil discoveries in Colombia.  We
expect the contribution from these discoveries to positively
impact our results going forward."

For the third quarter of 2007, the company reported oil and
condensate production of 1,526 barrels per day, net after royalty,
as compared to 1,043 barrels per day for the same quarter of 2006.
For the nine month period ended Sept. 30, 2007, the company
reported oil and condensate production of 1,270 barrels per day,
net after royalty, as compared to 570 barrels per day for the
comparable period of 2006.

The company has working interests in 19 exploration and production
contracts in Argentina, Colombia, and Peru, encompassing
approximately 6.5 million acres of land.  Gran Tierra Energy
operates 18 of these blocks, bringing its net acreage position to
approximately 5.8 million acres.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$101.9 million in total assets, $27.9 million in total
liabilities, and $74.0 million in total stockholders' 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?26b5

                      Successive Net Losses

The company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it expects to incur
substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

According to the company, its ability to continue as a going
concern is dependent upon obtaining the necessary financing to
acquire, explore and develop oil and natural gas interests and
generate profitable operations from its oil and natural gas
interests in the future.

                     About Gran Tierra Energy

Headquartered in Calgary, Alberta, Canada, Gran Tierra Energy Inc.
(OTC BB: GTRE.OB) -- http://www.grantierra.com/-- is an
international oil and gas exploration and production company,
incorporated and traded in the United States and operating in
South America.  The company holds interests in producing and
prospective properties in Argentina, Colombia and Peru.


GRANT FOREST: Moody's Withdraws B2 Corporate Family Rating
----------------------------------------------------------
The Corporate Family Rating of B2 for Grant Forest Products Inc.
has been withdrawn.

Moody's has withdrawn the rating for business reasons.  Moody's
added that the rating was withdrawn because this issuer has no
rated debt outstanding.


GVI SECURITY: Earns $474,000 in Third Quarter
---------------------------------------------
GVI Security Solutions Inc. reported net income of $474,000 for
the third quarter ended Sept. 30, 2007, compared to a loss of
$2.99 million in the third quarter of 2006.  Excluding results
from discontinued operations, the net loss a year ago was
$3.57 million.  The company attributed the increase in income to
the continuing improvement in product mix, effective cost controls
and the company's concentration on its core business.

Revenue for the three months ended Sept. 30, 2007, was
$10.76 million versus $10.07 million in the comparable period in
2006.  The increase in revenue as compared to the comparable
quarter in the prior year was attributable to sales growth in both
the United States and Latin America.

Selling, general and administrative expenses for the third quarter
were $2.43 million down from the $2.79 million in the third
quarter of 2006.

"With almost a million dollars of profits so far this year and
three straight quarters of rising profits, we have clearly
demonstrated that we've accomplished significant changes and put
the company on the right track," stated GVI chief executive
officer Steven Walin.  "In the quarter just ended we drove profit
growth while simultaneously making major changes to enhance our
representative partner network.  Looking ahead, we expect positive
results from our enhanced sales partner network.  We have also
seen an increase in sales from our School Video Security
Initiative with Samsung."

Revenues for the first nine months of 2007 were $34.06 million,
compared to revenues of $32.92 million during the same period a
year ago.  Net income for the first nine months of 2007 was
$942,000 compared to a net loss of $9.99 million in the first nine
months of 2006.  Excluding results from discontinued operations,
the net loss for the first nine months of 2006 was $7.32 million.
Gross profit for the first nine months of 2007 was $9.47 million,
up over 100% as compared to $4.56 million in the first nine months
of 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$18.85 million in total assets, $18.15 million in total
liabilities, and $699,000 in total stockholders' 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?26b2

                       Going Concern Doubt

Weinberg & Company P.A., in Los Angeles, expressed substantial
doubt about GVI Security Solutions Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's recurring losses and negative cash flows
from operating activities, which have resulted in a negative
working capital and a stockholders' equity deficiency.

During the years ended December 31, 2006, 2005 and 2004, the
company experienced negative cash flow and operating losses, which
have resulted in a significant reduction in the company's cash
balances.

                  About GVI Security Solutions

Headquartered in Carollton, Texas, GVI Security Solutions Inc.
(OTC BB: GVSS) -- http://www.gviss.com/-- is a provider of
video surveillance security solutions to the homeland security,
institutional and commercial market segments.


HAIGHTS CROSS: S&P Maintains 'CCC+' Corporate Credit Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on Haights Cross Communications Inc., based on S&P's
concern over the company's ability to service near-term debt
obligations.  At the same time, S&P removed the ratings from
CreditWatch, where they were placed with developing implications
on Sept. 17, 2007, because of White Plains, New York-based HCC's
announcement that it was evaluating potential strategies,
including the sale of some, or all, of the company.  Total debt
outstanding was $412 million as of Sept. 30, 2007.  The outlook is
negative.

Separately, while S&P views of recovery prospects for secured
lenders remains unchanged, S&P has raised the issue rating on
subsidiary Haights Cross Operating Co.'s senior secured term loan
to 'B' from 'B-' to reflect the incorporation of the issue rating
framework and recovery rating scale released by Standard & Poor's
on May 30, 2007, which became effective June 7, 2007.

"We are concerned that current unfavorable credit market
conditions will persist and may undermine the company's efforts to
sell assets or the entire company to address its debt maturities,"
said Standard & Poor's credit analyst Hal F. Diamond.


HAVEN HEALTHCARE: Committe Wants Neubert Pepe as Co-Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in Haven Healthcare
Management LLC and its debtor-affiliates' Chapter 11 cases asks
the United States Bankruptcy Court for the District of Connecticut
for authority to retain Neubert Pepe & Monteith P.C. as its co-
counsel.

Neubert Pepe will:

   a) provide legal advice to the Committee with respect to its
      duties and powers in this case;

   b) assist the Committee in its investigation of the acts,
      conducts, assets, liabilities, and financial conditions of
      the Debtors, the operation of the Debtors' businesses, the
      desirability of the continuance of the business, and any
      other matters relevant to the case and the formulation of a
      plan of reorganization;.

   c) review and analyze all applications, motions, orders and
      schedules filed with the Court by the Debtors or third
      parties, including motion or motions for appointment of a
      trustee, advising the Committee as to their propreity, and,
      after consulation with the Committee, taking appropriate
      action;

   d) assist the Committee in the negotiation and formulation of a
      plan of reorganization;

   e) confer with the accountants and any other professionals
      retained by the Committee, if any, so as to advise the
      Committee and the Court more fully of the Debtors'
      operations, the sale process, and any potential plan of
      reorganization;

   f) assist the Committee in the determination of whether to sell
      assets of the Debtors and, if so, how to obtain the highest
      and best price;

   g) provide other legal advice and services as are necessary to
      assist the Committee in performaing its duties under the
      Bankruptcy Code; and

   h) advise the Committee regarding the health law and regulatory
      consequences of actions taken or proposed to be taken by
      parties in these cases, including possible appearance before
      regulatory agencies;

The firm's prinicpal attorneys and their hourly rates to represent
the Committee are:

      Attorneys                    Hourly Rates
      ---------                    ------------
      Mark I. Fishman, Esq.            $360
      Douglas S. Skalka, Esq.          $300
      Nancy Bohan Kinsella, Esq.       $250
      Louis J. Testa, Esq.             $275
      Lucas B. Rocklin Esq.            $170

Mark I. Fishman, Esq., assures the Court that the firm is a
"disintersted person" as defined in Section 101(14) of the
Bankruptcy Code.

Mr. Fishman can be reached at:

   Mark I. Fishman, Esq.
   Neubert Pepe & Monteith PC
   195 Church Street 13th Floor
   New Haven, CT 06510-2009
   Tel: (203) 821-2000
   Fax: (203) 821-2009
   http://www.npmlaw.com/

Headquartered in Middletown, Connecticut, Haven Healthcare
Management L.L.C. -- http://www.havenhealthcare.com/-- provide
nursing care to the elderly in New England, Connecticut.  The
company operates health centers and assisted living facilities.
In addition, the company specializes in short-term rehabilitative
care and long-term care.  The company and 44 of its affiliates
filed for Chapter 11 protection on November 22, 2007 (Bankr. D.
Conn. Lead Case No. 07-32722).  Moses and Singer LLP is the
Debtors' proposed counsel.  The U.S. Trustee for Region 9 has
appointed nine creditors to represent the Official Committee of
Unsecured Creditors of the Debtors' cases.  The Debtors have
selected Kurtzman Carson Consultants LLC as their claims, noticing
and balloting agent.  When the Debtors filed for protection
against their creditors, it listed assets and debt between
$1 Million to $100 Million.  The Debtors'consolidated list of
their 50 largest unsecured creditors showed total claims of more
than $20 million.


HERITAGE CHRISTIAN: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------------
Debtor: Heritage Christian Schools for Children, Inc.
        1836 Rockbridge Road
        Stone Mountain, GA 30087

Bankruptcy Case No.: 08-60076

Type of Business: The Debtor owns and manages a Christian school.
                  See http://www.graceheritage.com/

Chapter 11 Petition Date: January 1, 2008

Court: Northern District of Georgia (Atlanta

Debtor's Counsel: Diana McDonald, Esq.
                  George Towne Creek
                  2800 Peachtree Industrial Boulevard, Suite C
                  Duluth, GA 30097
                  Tel: (678) 542-2255

Total Assets: $2,510,961

Total Debts:  $2,395,911

Debtor's Largest Unsecured Creditor:

   Entity                      Claim Amount
   ------                      ------------
Internal Revenue Service       $200,000
P.O. Box 21126
Philadelphia, PA 19114-0326


IMAX CORP: U.S. Bank Denies Catalyst Fund's Default Claims
----------------------------------------------------------
IMAX Corporation said it received on Dec. 21, 2007, summons and
complaint from the trustee under the indenture governing the
company's senior notes.  The indenture trustee sought a
declaratory judgment confirming IMAX's position that The Catalyst
Fund Limited Partnership II has no basis for its legal claims
against IMAX under the indenture.

The trustee, U.S. Bank National Association said that despite
Catalyst's repeated claims to the contrary, absent a finding of
bad faith: (1) no event of default existed under the indenture as
of Nov. 6, 2007, (2) the maturity of the company's $160 million of
9-5/8% senior notes due Dec. 1, 2010, was not accelerated as of
Nov. 6, 2007, and (3) Catalyst has no basis for legal action under
the indenture.

On Oct. 29, 2007, IMAX received a letter from Catalyst, advising
the company that it had instructed the Depository Trust Company,
through its nominee Cede & Co., to issue immediately a notice of
acceleration to the company, pursuant to the indenture, to
accelerate the maturity of the principal amount of the Senior
Notes and any accrued interest.

The company had previously received seven purported notices of
default from Catalyst, who unsuccessfully opposed the company's
consent solicitation in April 2007.  The seven notices allege that
IMAX breached the financial reporting covenant and related
provisions under the indenture and that breaches constitute
defaults under the terms of the indenture.

On Sept. 7, 2007, Catalyst brought an action in the Ontario
Superior Court of Justice, seeking, among other things, a ruling
that IMAX is in default under the indenture.

According to the trustee, it is the company's position that no
default or event of default has occurred or is continuing under
the indenture, and accordingly no bondholder has the right to
deliver an acceleration notice and the purported acceleration
notice delivered by Catalyst is of no force or effect.  The
Trustee's complaint seeks a declaration confirming this position.

                     About IMAX Corporation

Based in New York City and Toronto, Canada, IMAX Corporation
(NASDAQ:IMAX) -- http://www.imax.com/-- is an entertainment
technology company, with emphasis on film and digital imaging
technologies including 3D, post-production and digital projection.
IMAX is a fully-integrated, out-of-home entertainment enterprise
with activities ranging from the design, leasing, marketing,
maintenance, and operation of IMAX(R) theatre systems to film
development, production, post-production and distribution of
large-format films.  IMAX also designs and manufactures cameras,
projectors and consistently commits significant funding to ongoing
research and development.  IMAX has locations in Guatemala, India,
Italy, among others.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Standard & Poor's Ratings Services revised its outlook on IMAX
Corp. to stable from positive.  S&P also affirmed the ratings on
the company, including the 'CCC+' corporate credit rating.  S&P
also lowered the rating on the $160 million unsecured notes due
2010 to 'CCC' from 'CCC+' based on its expectation of increased
borrowings under the senior secured facility, which would diminish
recovery prospects of unsecured debt holders.


INFOUSA INC: Creates Special Panel for Internal Investigation
-------------------------------------------------------------
The board of directors of infoUSA(R) Inc. formed a special
committee for internal investigation and derivative litigation and
the appointment of three new directors.  The board has appointed
five of its members to serve on the committee, including three
directors who joined the board effective Dec. 24, 2007.

The special committee has been established in response to the
consolidated complaint In re infoUSA Inc.  Shareholders
Litigation, Consol. Civil Action No. 1956-CC (Delaware Chapter),
and in response to a disclosed informal investigation into the
company by the U.S. Securities and Exchange Commission and the
related SEC request for the voluntary production of documents
concerning related party transactions, expense reimbursement,
other corporate expenditures, and certain trading in the company's
securities.

The members of the board appointed to the special committee are:

Robin Chandra joined the board effective Dec. 24, 2007, in
conjunction with the establishment of the special committee,
filling a vacancy created by the death of director Anshoo Gupta.
Mr. Chandra is managing partner at Bessemer Venture Partners, an
investment group with offices in Silicon Valley, Boston, New York,
Israel, Mumbai and Shanghai.

Since entering the venture capital industry in 1996,
Mr. Chandra has been involved in 19 early-stage investments that
have gone public or have been acquired by public companies.  Prior
to joining Bessemer, Mr. Chandra has served at Commonwealth
Capital Ventures, McKinsey & Company, Accenture, IBM, and Lucky
Stores, one of the largest grocery chains in California.

Mr. Chandra holds an MBA from the Harvard Graduate School of
Business and a BA from the University of California at
Berkeley.

Bill Fairfield has served as a director of the company since
November 2005, and is chairman of the nominating and corporate
governance committee and a member of the audit committee.  He is
the chairman of DreamField Capital Ventures LLC, a company focused
on economic development of the Mid-Plains region through
management services and venture capital assistance.

Mr. Fairfield serves on the board of directors of The Buckle Inc.,
a retailer of casual apparel, footwear and accessories for young
men and women based in Kearney, Nebraska.  From 2002 to 2004, Mr.
Fairfield was the executive vice president of Sitel Corporation, a
provider of outsourced customer support services based in Omaha,
Nebraska, and from 1991 to 2000,
Mr. Fairfield was president and chief executive officer of Inacom
Corp., an Omaha-based technology management services company.

Prior to 1991 Mr. Fairfield was CEO of Valcom, the predecessor
company to Inacom Corp. Mr. Fairfield holds a BS in Industrial
Engineering from Bradley University and an MBA from the Harvard
Graduate School of Business.

George Krauss joined the board effective Dec. 24, 2007, in
conjunction with the establishment of the special committee,
filling a newly-created directorship.  Mr. Krauss is a consultant
to, and has served on the board of directors of, The Burlington
Capital Group LLC, which is the general partner of America First
Tax Exempt Investors L.P.

He has also served on the board of directors of Gateway Inc., MFA
Mortgage Investments Inc., and West Corporation, well as America
First Apartment Investors, Inc. From 1972 to 1997, Mr. Krauss was
an attorney with the law firm of Kutak Rock LLP in Omaha,
Nebraska, and served as the firm's presiding partner from 1983 to
1993.  Mr. Krauss holds BS, MBA and JD degrees from the University
of Nebraska.

Bernard Reznicek has served as a director of the company since
March 2006, and is chairman of the compensation committee and a
member of the audit committee.  Mr. Reznicek is president and
chief executive officer of Premier Enterprises Inc., a consulting,
investment, and real estate development company.

Mr. Reznicek was national director-special markets, of Central
States Indemnity Company, a specialty insurance company that is a
member of the Berkshire Hathaway Insurance Group, from January
1997 until January 2003.

Mr. Reznicek served as Dean of the College of Business of
Creighton University in Omaha, Nebraska from July 1994 until
January 1997 and served as chairman and chief executive officer of
Boston Edison, a utility company, from September 1987 to July
1994. Mr. Reznicek serves as the chairman of the board of
directors of CSG Systems International, Inc. and is a director of
Pulte Homes Inc.  Mr. Reznicek holds a BS in Business
Administration from Creighton University and an MBA from the
University of Nebraska.

Thomas Weatherford joined the board effective Dec. 24, 2007, in
conjunction with the establishment of the special committee,
filling a newly-created directorship.  Mr. Weatherford retired in
January 2003 as executive vice president and chief financial
officer of Business Objects S.A.

With over 37 years in the global technology industry,
Mr. Weatherford has held senior financial positions at NETCOM On-
Line Communication Services, Logitech, Texas Instruments,
Schlumberger, and Tandem Computers in the US, Europe, and Japan.
He currently serves on the boards of Saba Software, Inc.,
Synplicity Inc., Tesco Corporation, Advanced Analogic
Technologies, SMART Modular Technologies, Mellanox Technologies,
and several private companies.

In 2003, Mr. Weatherford was instrumental in leading Peregrine
Software to emerge from Chapter 11.  He has also served as a
panelist for The National Association of Corporate Directors, The
National Investor Relations Institute, Pillsbury Winthrop/Ernst &
Young, and the KPMG Audit Committee Institute. In July 2007, Mr.
Weatherford was named by SEC Chairman Christopher Cox to the newly
created Federal Advisory Committee on Improvements to Financial
Reporting.

                       About infoUSA Inc.

Based in Omaha, Nebraska, infoUSA, Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- is a provider of business and consumer
databases for sales leads & mailing lists, database marketing
services, data processing services and sales and marketing
solutions.  InfoUSA is the only company to own 12 proprietary
databases under one roof.  The infoUSA database powers the
directory services of the top Internet traffic-generating sites.
Nearly 4 million customers use infoUSA's products and services to
find new customers, grow their sales, and for other direct
marketing, telemarketing, customer analysis and credit reference
purposes.

                          *     *     *

infoUSA Inc. continue to carry Moody Investor Service's 'Ba3' long
term corporate family rating which was placed on Aug. 5, 2003.


KATHLEEN FAIRHURST: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtors: Kathleen Fairhurst
         James Fairhurst
         15 Fawn Lane
         Absecon, NJ 08205

Bankruptcy Case No.: 07-29009

Chapter 11 Petition Date: December 28, 2007

Court: District of New Jersey (Camden)

Judge: Judith H. Wizmur

Debtors' Counsel: Sherri J. Braunstein, Esq.
                  Mildenberg and Stalbaum, PC
                  1616 Walnut Street
                  Suite 101
                  Philadelphia, PA 19103
                  Tel: (215) 545-2510
                  Fax: (215) 545-2513

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


KEYERA FACILITIES: Discloses Completion of Internal Reorganization
------------------------------------------------------------------
Keyera Facilities Income Fund said Wednesday that it completed an
internal reorganization of the Fund and certain of its
subsidiaries previously approved by its Unit holders in June 2007.

In late December Keyera received both an advance income tax ruling
from the Canada Revenue Agency confirming that the reorganization
could be completed without adverse Canadian tax consequences for
the Fund or its Unit holders, and a final court order approving
the plan of arrangement pursuant to which the reorganization was
implemented.  Receipt of the ruling and the court approval paved
the way for Keyera to implement the reorganization earlier today.

The reorganization streamlines Keyera's existing structure,
simplifies accounting, legal, reporting and income tax compliance,
and reduces the general and administrative costs associated with
these activities.  In addition, it provides enhanced tax planning
flexibility that should enable Keyera to minimize the amount of
cash taxes payable by Keyera in 2011, when the Government of
Canada's new tax on the distributions of existing publicly-traded
Canadian income trusts takes effect.  The reorganization did not
involve the acquisition of any additional interest in any
operating assets or the disposition of any of the Fund's existing
interests in operating assets.

As at Jan. 1, 2007, Keyera had approximately $385 million of
unutilized tax pools and deductions, consisting mostly of class 41
undepreciated capital costs, available for deduction by the Fund's
subsidiaries.  Keyera plans to reduce the use of its available tax
deductions in years 2008 through 2010, thereby increasing
deductions available for the years after 2010.

            Reorganization Due to Tax Law Uncertainties

On Dec. 20, 2007, Keyera said it received all necessary approvals
relating to the internal reorganization approved by Unit holders
in June 2007 and expects to implement the reorganization on
Jan. 2, 2008.

The company said that due to uncertainty surrounding the
interpretation of the legislation imposing the new tax on flow-
through entities, Keyera amended some of the details of the
reorganization presented to Unit holders at the annual and special
meeting of the Fund held in June 2007.

As a result, the amended reorganization will not result in any
significant immediate tax savings within Keyera's structure, but
will permit Keyera to defer the utilization of some tax pools
until after Jan. 1, 2011.

"The completion of this reorganization will be an important step
for Keyera as we prepare for the implementation of the Government
of Canada's new tax on the distributions of publicly-traded
Canadian income trusts in 2011," said Jim Bertram, President & CEO
of Keyera.  "In addition to the benefits associated with
simplified accounting, legal, reporting and income tax compliance,
the reorganization provides us with enhanced tax planning
flexibility that should enable us to minimize the amount of cash
taxes payable by Keyera in 2011."

In connection with the implementation of the reorganization, a
number of events will take place, including the issuance and
redemption of shares and units of a number of subsidiaries of the
Fund and the payment on Jan. 2, 2008 of a special cash
distribution in the amount of $0.003529 per unit plus a special in
kind distribution in the amount of $0.02 per unit to Unitholders
of record as of Dec. 31, 2007.  These special distributions are
considered to be a return of capital and should not be included in
income.

For further information on the tax considerations applicable to
these special distributions, Unitholders are encouraged to refer
to the tax information provided on the "Investor Information"
section of the Keyera Web site  -- http://www.keyera.com/-- or to
pages 50 through 51 of the Fund's Information Circular dated
April 30, 2007, available on SEDAR at http://www.sedar.com/

               About Keyera Facilities Income Fund

Keyera Facilities Income Fund (TSX: KEY.UN; KEY.DB) operates one
of the largest natural gas midstream businesses in Canada.  Its
business consists of natural gas gathering and processing as well
as the processing, transportation, storage and marketing of
natural gas liquids (NGLs) and crude oil midstream activities.

Keyera's gas processing plants and associated facilities are
strategically located in the west central and foothills natural
gas production areas of the Western Canadian Sedimentary Basin.
Its NGL and crude oil infrastructure includes pipelines, terminals
and processing and storage facilities in Edmonton and Fort
Saskatchewan, Alberta, a major North American NGL hub.  Keyera
markets propane, butane and condensate to customers in Canada and
the United States.


KLEROS PREFERRED: Moody's Junks Rating on $32 Mil. Notes from B3
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of five classes of
notes, issued by Kleros Preferred Funding VI, Ltd. and left on
review for possible further downgrade ratings of three of these
classes of notes.  Also, Moody's has placed on review for possible
downgrade the ratings of two other classes of Notes issued by
Kleros Preferred Funding VI, Ltd.  The notes affected by this
rating action are:

Class Description: $1,000,000,000 Class A-1S-1A First Priority
Senior Secured Delayed Draw Floating Rate Notes due May 2047

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $1,400,000,000 Class A-1S-1B First Priority
Senior Secured Floating Rate Notes due May 2047

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $300,000,000 Class A-1S-2 Second Priority
Senior Secured Floating Rate Notes due May 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $169,500,000 Class A-1J Third Priority Senior
Secured Floating Rate Notes due May 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $56,000,000 Class A-2 Fourth Priority Senior
Secured Floating Rate Notes due May 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $27,500,000 Class A-3 Fifth Priority Senior
Secured Deferrable Floating Rate Notes due May 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $32,000,000 Class B Sixth Priority Deferrable
Senior Secured Floating Rate Notes due May 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions taken and since the Closing Date reflect severe
deterioration in the credit quality of the underlying portfolio,
as well as the occurrence, as reported by the Trustee on Dec. 14,
2007, of an event of default caused by a failure of the Class A-2
Overcollateralization Ratio to equal or exceed 98%, as required
under Section 5.1(h) of the Indenture dated March 23, 2007.

Kleros Preferred Funding VI, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Class A-2 Overcollateralization
Ratio failed to meet the required level.

As provided in Section 5.1 of the Indenture during the occurrence
and continuance of an Event of Default, holders of the Notes may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A-1S-1A, Class A-1S-1B, Class A-1S-2, Class A-1J, and the
Class A-2 Notes remain on review for possible downgrade.


KLEROS PREFERRED: Moody's Junks Ratings of Six Note Classes
-----------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Kleros Preferred Funding IV, Ltd., and left on
review for possible further downgrade ratings of three of these
classes of notes.  Also, Moody's has placed on review for possible
downgrade the ratings of another class of Notes issued by Kleros
Preferred Funding IV, Ltd.  The notes affected by this rating
action are:

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2051

  -- Prior Rating: Aaa
  -- Current Rating: Aaa, on review for possible downgrade

Class Description: $400,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: A3, on review for possible downgrade

Class Description: $91,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $55,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2051

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $15,000,000 Class C Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $6,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $14,600,000 Class E Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $5,000,000 Class F Ninth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $10,000,000 Combination Notes Due 2051

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions taken and since the Closing Date reflect
deterioration in the credit quality of the underlying portfolio,
as well as the occurrence, as reported by the Trustee on Dec. 14,
2007, of an event of default caused by a failure of the Class A
Sequential Pay Ratio to equal or exceed 100%, as required under
Section 5.1(h) of the Indenture dated Dec. 15, 2006.

Kleros Preferred Funding IV, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of Structured Finance
securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Class A Sequential Pay Ratio
failed to meet the required level.

As provided in Section 5.1 of the Indenture during the occurrence
and continuance of an Event of Default, holders of the Notes may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A1, Class A3, Class A4, and the Class B Notes remain on
review for possible downgrade.


MARINER ENERGY: Completes $122.5 Mil. Buyout of Spraberry Stake
---------------------------------------------------------------
Mariner Energy Inc. has closed its acquisition of additional
Spraberry interests in the Permian Basin from an undisclosed party
for approximately $122.5 million.

Mariner acquired an approximate 56% working interest in
approximately 32,000 gross acres in Reagan, Midland, Dawson,
Glasscock, Martin and Upton Counties, Texas.  The acquisition
includes 348 wells producing approximately 1,250 barrels of oil
equivalent per day net to the interests acquired.

Mariner estimates net proved oil and gas reserves attributable to
the acquisition of approximately 16 million BOE.  Mariner will
operate substantially all of the assets.

                      About Mariner Energy

Headquartered in Houston, Texas, Mariner Energy Inc. (NYSE: ME --
http://www.mariner-energy.com/-- is engaged in the exploration
and production of oil and gas primarily in the Gulf of Mexico and
West Texas.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Standard & Poor's Ratings Services raised its ratings on oil and
gas exploration and production company Mariner Energy Inc.,
including raising the corporate rating to 'B+' from 'B'.  The
outlook is stable.


MARK IV: Sun Capital Deal Cues S&P to Retain B Corporate Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Mark IV Industries Inc. following the auto
supplier's acquisition by a new financial sponsor, Sun Capital
Partners, a deal that includes a $60 million equity infusion.
Mark IV also successfully negotiated new financial covenants with
its lenders.  The ratings have been removed from CreditWatch,
where they were placed with negative implications on Oct. 19,
2007.  The outlook is negative.

At the same time, S&P lowered its issue-level ratings on Mark IV's
first-lien secured credit facilities to 'B+' (one notch higher
than the corporate credit rating) from 'BB-', and revised the
recovery ratings on these facilities to '2', indicating the
expectation of substantial (70%-90%) recovery in the event of a
payment default, from '1'.  S&P also lowered its issue-level
rating on Mark IV's second-lien secured term loan to 'B' (the same
as the corporate credit rating) from 'BB-', and revised the
recovery rating on this debt to '4', indicating the expectation of
average (30%-50%) recovery, from '1'.

The revised recovery ratings reflect changes in S&P's simulated
default scenario and valuation assumptions due to asset sales,
changes to financial covenants, and other factors.

As of Nov. 30, 2007, Mark IV had about $1.2 billion in total debt
outstanding, including Standard & Poor's adjustments for pensions
and other postretirement benefits, operating leases, and trade
receivables sold.

The rating actions follow Mark IV's sale to Sun Capital Partners,
which was recently announced.  Financial terms were not disclosed,
but the transaction includes $60 million of new equity, which,
combined with repatriation of foreign cash to the U.S., allows for
the repayment of $75 million under Mark IV's secured term loans.

"The 'B' rating on Amherst, New York-based Mark IV reflects the
firm's highly leveraged balance sheet, sluggish cash flow, and
exposure to cyclical and highly competitive automotive supply
markets," said Standard & Poor's credit analyst Gregg Lemos Stein.
"These weaknesses more than offset the company's good geographic
diversity, fair margins, and solid market positions in niche
segments."

The outlook is negative.  S&P could lower its rating in the event
that free cash flow turns substantially negative or liquidity
diminishes.  On the other hand, S&P could revise the outlook to
stable if Mark IV were to exceed S&P's expectations for EBITDA
improvement and produce sustainable free operating cash flow.


MBS-THE CHANCELLOR: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: M.B.S.- The Chancellor, Ltd.
             311 Parramatta
             Houston, TX 77073

Bankruptcy Case No.: 07-45830

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        The Claridge Apartments, Ltd.              07-45835

Chapter 11 Petition Date: December 31, 2007

Court: Northern District of Texas (Fort Worth)

Judge: Russell F. Nelms

Debtors' Counsel: J. Robert Forshey, Esq.
                  Forshey & Prostok, L.L.P.
                  777 Main Street, Suite 1290
                  Fort Worth, TX 76102
                  Tel: (817) 877-8855

                            Estimated Assets       Estimated Debts
                            ----------------       ---------------
M.B.S.-The Chancellor, Ltd. $1 Million to          $1 Million to
                            $10 Million            $10 Million

The Claridge Apartments,    $1 Million to          $1 Million to
Ltd.                        $10 Million            $10 Million

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


MERITAGE MORTGAGE: S&P Junks Ratings on Five Certificate Classes
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 23
classes of mortgage-backed certificates from Meritage Mortgage
Loan Trust's series 2004-1, 2004-2, 2005-1, and 2005-2.
Concurrently, S&P affirmed its ratings on the remaining 23 classes
from these transactions.

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses, as well as principal write-
downs to several classes.  As of the November 2007 remittance
date, cumulative realized losses, as a percentage of the original
pool balances, ranged from 2.31% (series 2004-2) to 3.18% (series
2005-1).  Severe delinquencies (90-plus days, foreclosures, and
REOs), as a percentage of the current pool balances, ranged from
25.03% (series 2004-1) to 33.05% (series 2005-1).

For the transactions with lowered ratings, losses have outpaced
excess interest over the past six months by an average of 3.2x.
Losses for series 2004-1, in particular, outpaced excess interest
by approximately 4.14x over the past six months.

Overcollateralization has been depleted for all four transactions.
Class M-8 from series 2004-1, classes B-1 and B-2 from series
2004-2, and class B-1 from series 2005-1 experienced principal
write-downs and have been downgraded to 'D'.

The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.

Subordination and excess spread provide credit support for these
transactions.  The collateral for these transactions consists of
fixed- and adjustable-rate first-lien mortgage loans secured by
one- to four-family residential properties.

                          Ratings Lowered

                   Meritage Mortgage Loan Trust

                             Rating
                             ------

         Series        Class         To         From
         ------        -----         --         ----
         2004-1        M-1           BBB        AA
         2004-1        M-2           BB+        A-
         2004-1        M-3           BB         BBB+
         2004-1        M-4           B+         BB
         2004-1        M-5           B          B+
         2004-1        M-6           B-         B
         2004-1        M-8           D          CCC
         2004-2        M-6           BBB        A
         2004-2        M-7           BB         A-
         2004-2        M-8           B          BBB+
         2004-2        M-9           CCC        BB
         2004-2        M-10          CCC        B
         2004-2        B-1           D          CCC
         2004-2        B-2           D          CCC
         2005-1        M-7           BB         A
         2005-1        M-8           B          A-
         2005-1        M-9           CCC        BBB
         2005-1        M-10          CCC        B
         2005-1        B-1           D          CCC
         2005-2        M-8           BBB+       A-
         2005-2        M-9           BB         BBB+
         2005-2        M-10          B          BBB
         2005-2        M-11          CCC        BBB-

                         Ratings Affirmed

                   Meritage Mortgage Loan Trust

         Series       Class                Rating
         ------       -----                ------

         2004-1       M-7                  CCC
         2004-2       M-1, M-2             AA+
         2004-2       M-3                  AA
         2004-2       M-4                  AA-
         2004-2       M-5                  A+
         2005-1       M-1, M-2             AA+
         2005-1       M-3, M-4             AA
         2005-1       M-5                  AA-
         2005-1       M-6                  A+
         2005-1       M-11                 CCC
         2005-2       I-A1, II-A2, II-A3   AAA
         2005-2       M-1, M-2             AA+
         2005-2       M-3, M-4             AA
         2005-2       M-5                  AA-
         2005-2       M-6                  A+
         2005-2       M-7                  A


MERRILL LYNCH: Fitch Rates $5.4 Million Class B-2 Certs. at B
-------------------------------------------------------------
Fitch has rated Merrill Lynch Alternative Note Asset Trust, series
2007-OAR5, residential mortgage pass-through certificates, as:

  -- $513.7 million classes A-1, A-2, X, and A-R certificates
     (senior certificates) 'AAA';

  -- $18.4 million class M-1 certificates 'AA';
  -- $11.0 million class M-2 certificates 'A';
  -- $4.5 million class M-3 certificates 'BBB';
  -- $5.6 million class B-1 certificates 'BB';
  -- $5.4 million class B-2 certificates 'B'.

These ratings are effective as of Dec. 28, 2007.

The 'AAA' rating on the senior certificates reflects the 9.05%
subordination provided by the 3.25% M-1 class, the 1.95% M-2
class, the 0.80% M-3 class, the 1% non-offered class B-1 class,
the 0.95% non-offered class B-2 class, and the 1.10% non-rated,
non-offered class B-3 class.  Fitch believes the above credit
enhancement will be adequate to support mortgagor defaults.  In
addition, the ratings reflect the quality of the mortgage
collateral, the strength of the legal and financial structures,
and the capabilities of Wells Fargo Bank, N.A. as master servicer
(rated 'RMS1' by Fitch).

The mortgage pool consists primarily of 1,359 recently originated,
hybrid option adjustable rate mortgages secured by first liens on
one-to-four family residential properties, a substantial majority
of which have original terms to maturity of 30 years.  As of the
cut-off date (Oct. 1, 2007), the pool had an aggregate principal
balance of approximately $564,765,703.  The average loan balance
is $415,574 and the weighted average original loan-to-value ratio
for the mortgage loans in the pool is approximately 74.80%.  The
weighted average FICO credit score for the pool is approximately
724.  Cash-out and rate/term refinance loans represent 31.84% and
40.58% of the pool, respectively.  Second and investor-occupied
homes account for 5.05% and 11.32% of the pool, respectively.  The
states that represent the largest geographic concentration are
California (53.51%), Florida (9.93%) and Washington (5.71%).

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


MICHAEL DARDAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Michael J. Dardan
         aka Michael James Dardam
         aka Michael G. Salem
         Shana L. Dardan
         aka Shana Lee Dardan
         dba The Dardan Group
         60 Sunnyside Drive
         Lewisburg, PA 17837

Bankruptcy Case No.: 07-04092

Chapter 11 Petition Date: December 28, 2007

Court: Middle District of Pennsylvania (Harrisburg)

Judge: John J. Thomas

Debtors' Counsel: John H. Doran, Esq.
                  Doran Nowalis and Doran
                  69 Public Square, Suite 700
                  Wilkes-Barre, PA 18701
                  Tel: (570) 823-9111
                  Fax: (570) 829-3222

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

Estimated Debts:  $1 Million to $10 Million

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


MOVIE GALLERY: Wants Removal Period Extended Until July 14
----------------------------------------------------------
Movie Gallery Inc. and its debtor subsidiaries ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to extend
the periods for filing notices to remove claims or causes of
action to July 14, 2008.

Under the bankruptcy procedures, the Debtor may file a notice of
removal within the longest of:

   (A) 90 days after the order for relief in the case under the
       Bankruptcy Code,

   (B) 30 days after entry of an order terminating a stay, if
       the claim or cause of action in a civil action has been
       stayed under Section 362 of the Bankruptcy Code, or

   (C) 30 days after a trustee qualifies in a Chapter 11
       reorganization case but not later than 180 days after
       the order for relief.

Currently, the Debtors must seek to remove the Actions as of
Jan. 14, 2008.

The Debtors, operating thousands of retail stores across the 50
states, are involved in approximately 180 Actions -- including
employment-related litigation and administrative proceedings,
contract disputes, personal injury cases and collection matters
-- in more than 39 different venues.

The Debtors and their advisors need additional time to analyze and
determine the Actions concerning their removal, because they have
been focused on activities critical to their reorganization,
Kimberly A. Pierro, Esq., at Kutak Rock, LLP, in Richmond,
Virginia, relates.

Parties to the Actions that the Debtors ultimately seek to remove
retain their rights to have their Actions remanded, and will not
be prejudiced by the extension, Ms. Pierro adds.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853.  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kutzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors' exclusive plan filing period expires on
Feb. 13, 2008.  (Movie Gallery Bankruptcy News, Issue No. 12;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/
or 215/945-7000)


MQ ASSOCIATES: Commences Tender Offer for 12-1/4% Senior Notes
--------------------------------------------------------------
MQ Associates Inc. is offering to purchase for cash any and all of
its outstanding 12-1/4% Senior Discount Notes due 2012 (CUSIP No.
55345RAC2).  The tender offer will expire at midnight, New York
City time, on Jan. 29, 2008, unless extended or earlier
terminated.

The consideration for each $1,000 in principal amount at maturity
of Notes tendered and accepted for purchase pursuant to such
tender offer will be 107.081% of the accreted value of such Notes
as of the later of Jan. 29, 2008, and the applicable payment date.

In connection with the tender offer, MQ Associates is soliciting
the consents of holders of the Notes to proposed amendments to the
indenture governing the Notes.

The purpose of the consent solicitation and the Proposed
Amendments is to eliminate all of the material restrictive
covenants and certain events of default and related provisions in
the indenture governing the Notes.

In order for the Proposed Amendments to be effective, holders of a
majority in aggregate outstanding principal amount at maturity of
the Notes must consent to the Proposed Amendments.

Holders of Notes may not tender their Notes without delivering the
related consents.  Each holder who tenders its Notes and delivers
consents to the Proposed Amendments prior to
5:00 p.m., New York City time, on Jan. 14, 2008, shall be entitled
to a consent payment of $28.12 for each $1,000 in principal amount
at maturity of Notes, representing 3% of the accreted value of
such Notes as of Jan. 29, 2008, tendered by such holder if such
Notes are accepted for purchase pursuant to the tender offer.

MQ Associates entered into agreements with holders of Notes
representing 58.4% in aggregate principal amount at maturity of
the outstanding Notes, pursuant to which agreements such holders
have agreed to tender and deliver consents in respect of all of
their Notes pursuant to the tender offer and consent solicitation.

The consummation of the tender offer is conditioned upon the
receipt of consents to the Proposed Amendments from the holders of
a majority in aggregate outstanding principal amount at maturity
of the Notes.  If any of the conditions to the tender offer are
not satisfied, MQ Associates may terminate the tender offer and
return tendered Notes, waive unsatisfied conditions and accept for
payment and purchase all validly tendered Notes that are not
withdrawn prior to expiration, extend the tender offer or amend
the tender offer.

The offer is subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated Dec. 31, 2007,
and the accompanying Consent and Letter of Transmittal.

Jefferies & Company, Inc. will act as Dealer Manager and
Solicitation Agent for the tender offer and consent solicitation.
Questions regarding the tender offer or consent solicitation may
be directed to Jefferies & Company Inc. at (888) 708-5831 (toll-
free).

D.F. King & Co., Inc. will act as the Information Agent for the
tender offer and consent solicitation.  Requests for documents
related to the tender offer and consent solicitation may be
directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers
and banks) or (800) 859-8509.

                       About MQ Associates

Headquartered in Salt Lake City, Utah, MQ Associates Inc.--
http://www.mqimaging.com/-- is a holding company and has no
material assets or operations other than its ownership of 100% of
the outstanding capital stock of MedQuest Inc.  MedQuest Inc.
operates independent, fixed- site, outpatient diagnostic imaging
centers in the U.S.  MedQuest Inc. operates a network of 90
centers in thirteen states located throughout the southeastern and
southwestern U.S.

                          *     *     *

At Sept. 30, 2007, the company's balance sheet showed total assets
of $164 million and total liabilities of $476.3 million, resulting
to a shareholders' deficit of $312.3 million.


MTI TECHNOLOGY: Wants To Hire CMA Business as Auctioneer
--------------------------------------------------------
MTI Technology Corporation asks the Honorable Erithe A. Smith of
the United States Bankruptcy Court for the Central District of
California for permission to employ CMA Business Credit Services
as its auctioneer.

CMA Business is expected to auction accumulated items from the
Debtor's various office location at its headquarters at 15641 Red
Hill Avenue, Suite 200 in Tustin, California.

In addition, the firm will provide a copy of its surety bond and
increase certificate and auctioneer report defining the sales,
amount and respective buyer and as required by the U.S. Trustee
guidelines.

The Debtor tells the Court that the auction value of the assets is
approximately $50,000 to $60,000.

The Debtor says that it agreed to pay to the firm 12.5% buyer's
premium on the gross sale of the auctionl and $4,750 for
advertising costs.

Charles G. Klaus, an employee of the firm, assures the Court that
the firm is a "disinterested person" as defined in Section 101(14)
of the Bankruptcy Code.

Headquartered in Tustin, California, M.T.I. Technology Corp. --
http://www.mti.com/-- provides professional services and data
storage for mid- to large-sized organizations.  In addition, the
company owns all of the issued and outstanding share capital of
three European subsidiaries: MTI Technology GmbH in Germany, MTI
Technology Limited in Scotland and MTI France S.A.S. in France.

The company filed for Chapter 11 protection on Oct. 15, 2007
(Bankr. C.D. Calif. Case No. 07-13347).  Scott C. Clarkson, Esq.,
at Clarkson, Gore & Marsella, A.P.L., represents the Debtor.
Omni Management Group LLC serves as the Debtor's claim, noticing
and balloting agent.  The U.S. Trustee for Region 16 appointed
nine creditors to serve on an Official Committee of Unsecured
Creditors in the Debtor's case.  As of July 7, 2007, the Debtor
had total assets of $64,002,000 and total debts of $58,840,000.


NEO CDO: Event of Default Prompts Moody's Ratings Downgrade
-----------------------------------------------------------
Moody's Investors Service downgraded ratings of six classes of
notes issued by Neo CDO 2007-1, Ltd.  One of the ratings was left
on review by Moody's for possible further downgrade.  The notes
affected by these rating actions are:

Class Description: $ 90,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2053

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $15,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2053

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $52,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2053

  -- Prior Rating: B2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $6,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes due 2053

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $12,000,000 Class D Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $6,000,000 Class E Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes due 2053

  -- Prior Rating: Caa3, on review for possible downgrade
  -- Current Rating: Ca

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Dec. 19, 2007, of an event of default caused
when the Class A/B/C Overcollateralization Ratio is less than 100%
on any Mesurement Date, as required under Section 5.1 (i) of the
Indenture and Section 5.1 of the Terms Supplement dated April 5,
2007.

Neo CDO 2007-1, Ltd is a collateralized debt obligation backed
primarily by a portfolio of CDO and RMBS securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the ratio described above failed to
meet the required level.

As provided in Article 5 of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the rating of Class A-2
Notes remains on review for possible downgrade.


ORION 2006-2: Pending Indenture Resolution Cues Moody's Rating Cut
------------------------------------------------------------------
Moody's Investors Service downgraded the rating of one class of
notes issued by Orion 2006-2, Ltd., leaving it on review for
possible further action, direction uncertain, and placed ratings
of two other classes on review for possible further action,
direction uncertain.  The notes affected by the rating action are:

Class Description: $900,000,000 Class A-1A Senior Secured Floating
Rate Variable Funding Notes Due 2051;

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ba1, on review with direction uncertain

Class Description: $40,000,000 Class A-1B Senior Secured Floating
Rate Notes Due 2051;

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ba1, on review with direction uncertain

Class Description: $34,000,000 Class S Senior Secured Floating
Rate Notes Due 2014;

  -- Prior Rating: Aaa
  -- Current Rating: Ba1, on review with direction uncertain

Orion CDO 2006-2, Ltd. experienced an Event of Default on Nov. 6,
2007, and on Dec. 6, 2007, a Majority of the Controlling Class
declared the principal and accrued and unpaid interest on all of
the Notes to be immediately due and payable.

The rating actions taken reflect the fact, as reported to Moody's
by the Trustee, that various parties to the transaction have
expressed differing views regarding the distribution of Interest
Proceeds and Principal Proceeds following the Event of Default and
acceleration of Maturity of the Notes.  Moody's has been informed
by the Trustee that it will seek judicial interpretation of the
terms of the Indenture to resolve these differing views.

The severity of losses of certain Classes of Notes may be
different depending on the judicial determination.  Because of
this uncertainty, the ratings of Class A-1A, Class A-1 B and Class
S Notes remain on review with future direction uncertain.


OVERLAND PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Overland Properties, Inc.
        P.O. Box 639
        Gray, GA 31032

Bankruptcy Case No.: 07-53240

Chapter 11 Petition Date: December 31, 2007

Court: Middle District of Georgia (Macon)

Judge: James D. Walker Jr.

Debtor's Counsel: Wesley J. Boyer, Esq.
                  Katz, Flatau, Popson and Boyer, L.L.P.
                  355 Cotton Avenue
                  Macon, GA 31201
                  Tel: (478) 742-6481

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
V.N.S.                         lien                  $165,890
P.O. Box 1659
Vidalia, GA 30475

Atlantic Southern Bank         Stonewall apartments  $118,255
P.O. Box 27150                 - Bluberry Pro
Macon, GA 31221

Security Bank of Jones County  232 Allen Memorial    $60,453
P.O. Box 1269                  Drive; value of
Gray, GA 31032                 security: $60,000

Southern Flooring Specialists,                       $36,569
Inc.

Matt Trotter Painting and                            $34,854
Drywall

Fowler Flemister Concrete,                           $25,926
Inc.

L.L. Grimes & Son, Inc.                              $19,800

Defour Drywall & Accoustical                         $18,091
Supply

Lowe Electric Supply Co.                             $14,789

Cherokee Brick & Tile Co.                            $10,863

Bug House Insulators, Inc.                           $10,554

Attaway Waste Systems                                $6,591

Sandersville Builders Supply,                        $5,064
Inc.

Mid-Ga Flooring                                      $3,694

Meyer Laminates                                      $3,670

Super Sod                                            $2,691

Donnie Moore                                         $1,620

Gray Ready Mix U.S.A.                                $1,637

Southland Waste Systems                              $1,484

Builders Concrete Products                           $1,217


PEOPLE'S UNITED: Moody's Holds C+ Financial Strength Rating
-----------------------------------------------------------
Moody's Investors Service affirmed the ratings of People's United
Bank (bank financial strength at C+, long-term deposits at A2) and
assigned first-time ratings to its parent company, People's United
Financial, Inc. (issuer at A3).  In the same rating action,
Moody's downgraded the ratings of Chittenden Corporation
(subordinated debt to Baa1 from A3) and its affiliates including
Chittenden Trust Company (bank financial strength to C+ from B-,
deposits to A2 from A1).  The outlook on all entities is positive.
This rating action concludes the review of Chittenden Corporation
and its subsidiaries for possible downgrade that was initiated on
June 28, 2007.

Moody's said the rating action follows the Jan. 1, 2008
acquisition of Chittenden Corporation by People's United
Financial, Inc.  After the downgrade, the ratings of Chittenden
Corporation and its affiliates mirror those of People's United
Financial, Inc. and its affiliates.  Moody's added that it would
shortly withdraw the issuer rating of the holding company,
Chittenden Corporation, because that legal entity is being merged
into People's United Financial, Inc.

Moody's said that the affirmation of People's ratings reflects the
integration challenges, which could offset the franchise benefits
that come with the acquisition.  Moody's noted that Chittenden
represents a substantial acquisition relative to the size of
People's balance sheet, and that People's has not been active in
acquiring and integrating banks in recent years.

Missteps in the integration could lead to client attrition and
negatively impact revenues and profitability.  This heightened
integration risk should be reduced by the decision to maintain
Chittenden's multi-bank structure, according to Moody's.  On the
other hand, People's acquisition of Chittenden will result in a
broadened franchise at the expanded company.  Moody's observed
that People's footprint now stretches from Maine through New
Hampshire, Vermont, Massachusetts, Connecticut and into New York's
Westchester County.  In addition, the acquisition has furthered
the reorientation of the company towards that of a commercial
bank.

The positive outlook reflects Moody's view that a successful
integration of Chittenden increases the possibility of a future
rating upgrade.  The positive outlook assumes that People's will
maintain a strong capital position through the integration of
Chittenden into the organization.  In Moody's view, People's
strong capital position affords the company flexibility in
managing through any potential adverse developments that may occur
in its loan portfolio and in particular, the enlarged commercial
real estate portfolio.  This asset class represented a credit
concentration at Chittenden prior to its acquisition, Moody's
added.  The positive outlook also anticipates that People's will
maintain prudent capital levels subsequently by managing balance
sheet needs and uses for potential acquisitions.

Moody's reiterated that successful integration of Chittenden and
maintenance of improved financial fundamentals thereafter would be
the principal determinants of future rating action on People's.

People's United Financial, Inc. headquartered in Bridgeport,
Connecticut, reported assets of $14 billion as of September 2007.
Chittenden Corporation, headquartered in Burlington, Vermont,
reported assets of $7 billion as of the same date.


PERFORMANCE TRANS: Panel Can Hire Traxi LLC as Fin'l. Advisors
--------------------------------------------------------------
The Official Committee of Unsecured Creditors in Performance
Transportation Services Inc. and its debtor-affiliates'
Chapter 11 cases obtained authority from the U.S. Bankruptcy Court
for the Western District of New York to retain Traxi LLC as its
financial advisors, nunc pro tunc to Nov. 29, 2007.

The Committee has selected Traxi because Traxi has experience in
providing financial advisory services in Chapter 11 cases and is
familiar with the Debtors' business.

Traxi is expected to:

   a) provide financial analysis related to the proposed DIP
      Financing Motion and other "first day" motions including
      assistance in negotiations, attendance at hearings, and
      testimony related to the analysis;

   b) provide financial analysis related to the Debtors'
      proposed 363 Sale including assistance in negotiations,
      attendance at hearings, and testimony related to the
      analysis;

   c) review all financial information prepared by the Debtors
      or their consultants as requested by the Committee
      including, the Debtors' financial statements as of the
      Bankruptcy filing, showing in detail all assets and
      liabilities and priority and secured creditors;

   d) monitor the Debtors' activities regarding cash
      expenditures, receivable collections, asset sales and
      projected cash requirements;

   e) attend meetings including the Committee, the Debtors,
      creditors, their attorneys and consultants, Federal and
      state authorities, if required;

   f) review the Debtors' periodic operating and cash flow
      statements;

   g) review the Debtors' books and records for intercompany
      transactions, related party transactions, potential
      preferences, fraudulent conveyances and other potential
      pre-bankruptcy filing investigations;

   h) undertake any investigation with respect to the pre-
      bankruptcy filing acts, conduct, property, liabilities
      and financial condition of the Debtors, their management,
      creditors including the operation of their businesses,
      and as appropriate, avoidance actions;

   i) review any business plans prepared by the Debtors or
      their consultants;

   j) review and analyze proposed transactions for which the
      Debtors seek Court approval;

   k) assist in a sale process of the Debtors collectively or
      in segments, parts or other delineations, if any;

   1) assist the Committee in developing, evaluation,
      structuring and negotiating the terms and conditions of
      all potential plans of reorganization;

   m) estimate the value of the securities, if any, that may be
      issued to unsecured creditors under any plan;

   n) provide expert testimony on the results of the
      Committee's findings;

   o) analyze potential divestitures of the Debtors'
      operations;

   p) assist the Committee in developing alternative plans
      including contacting potential plan sponsors if
      appropriate; and

   q) provide the Committee with other and further financial
      advisory services with respect to the Debtors, including
      valuation, general restructuring and advice with respect
      to financial, business and economic issues, as may arise
      during the course of the restructuring as requested by
      the Committee.

Perry M. Mandrino, a senior managing director at Traxi, relates
that Traxi will be paid on an hourly basis in accordance with its
ordinary and customary hourly rates.  The professionals' rates
are:

   Professional                        Rate
   ------------                        ----
   Partners/Managing Directors      $450 - $575
   Managers/Directors               $275 - $450
   Associates/Analysts              $125 - $275

Mr. Mandrino assures the Court that his firm 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. 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. 35; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/ or 215/945-7000).


PERFORMANCE TRANS: Court OKs Hodgson Russ as Bankr. Co-Counsel
--------------------------------------------------------------
Performance Transportation Services Inc. and its debtor-affiliates
obtained permission from the U.S. Bankruptcy Court for the Western
District of New York to employ Hodgson Russ LLP as co-counsel with
Jones Day, nunc pro tunc to Nov. 19, 2007.

John Stalker, chief financial officer of Performance
Transportation Services Inc., and 13 other debtor-affiliates,
said Hodgson Russ has participated in most of the large
and complex Chapter 11 cases in the district.  Mr. Stalker
reminds the Court that Hodgson Russ was employed by the Debtors
in the Debtors' previous bankruptcy cases.

Hodgson Russ is expected to:

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

   (b) prepare, on behalf of the Debtors, any necessary and
       appropriate applications, motions, draft orders, other
       pleadings, notices, schedules and other documents, and
       review 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 and served in the
       Chapter 11 cases;

   (d) advise the Debtors with respect to, and assist in the
       negotiation and documentation of, financing agreements,
       debt and cash collateral orders 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 the liens;

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

   (g) counsel the Debtors in connection with the formulation,
       negotiation and promulgation of a plan or plans of
       reorganization and related documents;

   (h) advise and assist the Debtors in connection with any
       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 any and all litigation necessary
       or 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 general corporate, litigation, regulatory and
       other nonbankruptcy services as requested by the
       Debtors; and

   (m) appear in Court on behalf of the Debtors as needed in
       connection with the foregoing and otherwise; and

   (n) perform any other necessary or appropriate legal
       services in connection with the Chapter 11 cases for or
       on behalf of the Debtors.

Mr. Stalker assures the Court that Hodgson Russ and Jones Day
will function cohesively to ensure that legal services provided
to the Debtors by each firm are complementary rather than
duplicative.

The Debtors will pay Hodgson Russ on an hourly basis in
accordance with its ordinary and customary hourly rates:

     Professional              Rate
     ------------              ----
     Lawyers               $130 - $575
     Paralegals             $75 - $195

The Debtors will reimburse the firm of its actual and necessary
out of pocket expenses.

Garry M. Graber, Esq., a partner at Hodgson Russ LLP, in Buffalo,
New York, relates that during the period from the
PTS I emergence date to the PTS II Petition Date, the Debtors have
paid Hodgson Russ $65,784 as compensation and reimbursement for
professional services performed and expenses.

Mr. Graber assures the Court that the firm 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. 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. 35; Bankruptcy Creditors' Services Inc.;
http://bankrupt.com/newsstand/ or 215/945-7000).


PHOENIX FOOTWEAR: Sells Altama Military Footwear for $15 Million
----------------------------------------------------------------
Phoenix Footwear Group Inc. has sold its Altama military footwear
division to Tactical Holdings Inc.  Phoenix is to receive
approximately $15 million in total consideration under the stock
purchase and transition services agreements, including
$14.25 million on or before Feb. 28, 2008.

At the time of payment, $3 million will be placed into an escrow
account to secure Phoenix Footwear's indemnification obligations.
The net proceeds will be applied to the reduction of Phoenix
Footwear's bank debt.

Concurrent with the closing, Phoenix Footwear also entered into a
short-term transition services agreement with Tactical Holdings.

"The sale of Altama is an important part of continued
improvements to our capital base," James Riedman, Phoenix
Footwear's chairman, said.  "In addition to the direct cash it
raises, it is expected to offset all of the capital taxes which
arose from our gain earlier in the year with our Royal Robbins
divestiture.  The net effect of the sale and tax benefits should
be to largely extinguish our debt by the end of fiscal 2008 in the
absence of any extraordinary events.  We believe
this step enhances our prospects and allows us to concentrate on
generating shareholder returns with our remaining brands."

Phoenix Footwear acquired Altama Delta Corporation on July 19,
2004 for approximately $35.3 million, as adjusted for a settlement
reached with the former owner of the company.

"Altama's divestiture completes the planned restructuring of our
portfolio of businesses," Cathy Taylor, chief executive officer of
Phoenix Footwear Group Inc., said.  "This transaction is part of
our overall strategic plan to develop a core group of brands
representing key channels of distribution, price points and gender
in the footwear and accessories categories."

"We believe that H.S. Trask and Tommy Bahama represent tremendous
growth opportunities in the better, lifestyle brand category while
Softwalk and Trotters give us solid businesses in the moderate
women's footwear category," Ms. Taylor, added. "Chambers continues
to be a solid contributor with continuing growth in our Wal-Mart
business and is being actively developed to support our in-house
footwear brands along with the new Lee
licensing opportunity in the moderate channels of distribution."

"We are clearly gaining momentum in our remaining core
businesses," Ms. Taylor, concluded.  "Based on this and our other
operational and organizational initiatives I am encouraged with
the outlook for fiscal year 2008 and expect us to be profitable
for the full year."

                       Financial Outlook

Phoenix Footwear will report an operating loss for the fourth
quarter ended Dec. 29, 2007.  For fiscal year 2008, Phoenix
Footwear expects to generate sales in the range of $95 million to
$100 million and income from operations in the range of
$2 million to $2.5 million.

                    About Tactical Holdings

Tactical Holdings Inc. is a portfolio company of Golden Gate
Capital, a San Francisco-based private equity investment firm.
Tactical Holdings is the owner of Wellco Enterprises.

                      About Phoenix Footwear

Headquartered in Carlsbad, California, Phoenix Footwear Group Inc.
(AMEX: PXG) -- http://www.phoenixfootwear.com/-- designs,
develops and markets a diversified selection of men's and women's
dress and casual footwear, belts, and other accessories.  The
company's moderate-to-premium priced brands include the Tommy
Bahama Footwear(R), Trotters(R), SoftWalk(R), Strol(R), H.S.
Trask(R), and Altama(R) footwear lines, and Chambers Belts(R).

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 12, 2007
Grant Thornton LLP exressed substantial doubt about Phoenix
Footwear Group Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements as of
Dec. 30, 2006, and Dec. 31, 2005.  Grant Thornton cited the
company's net loss of $20.4 million for the year ended
Dec. 30, 2006, and the company's deficit in working capital of
$9.5 million at Dec. 30, 2006.   The auditing firm also added that
the company did not meet the financial covenants under its credit
agreement as of Dec. 30, 2006.

As of Sept. 29, 2007, the company was not in compliance with the
financial covenants under its existing credit agreement which have
not been revised to reflect the Royal Robbins sale.  The company
has not requested a waiver for the Sept. 29, 2007, default in
connection with discussing with its bank a replacement facility.
Additionally, the company expects that it will not meet certain of
these financial covenants during the remainder of 2007.


POLYONE CORP: Completes Acquisition of GLS Corporation
------------------------------------------------------
PolyOne Corporation has completed its acquisition of GLS
Corporation, the North American provider of specialty
thermoplastic elastomer compounds for consumer and medical
applications.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
PolyOne signed a definitive agreement to acquire GLS.  Terms of
the pending transaction were not disclosed.  However, PolyOne
expects that the acquisition will be slightly accretive to
earnings in the first year.

The company related that the acquisition will complement PolyOne's
Engineered Materials business portfolio and accelerates the
company's shift to specialization.  The combination of GLS's
specialty TPE technology, compounding expertise and brand, along
with PolyOne's infrastructure and commercial presence offers
customers:

   -- enhanced technologies;
   -- a broader range of products, services and solutions; and
   -- expanded access to specialized, high-growth markets
      around the globe.

The GLS senior management team will remain and lead the TPE
business unit, retaining the GLS name and brand.

                    About GLS Corporation

Headquartered in McHenry, Illinois, GLS Corporation --
http://www.glscorp.com/-- is a privately-held company owned by
the Dehmlow family that provides specialty thermoplastic elastomer
compounds for consumer and medical applications.  The company
serves more than 1,200 customers worldwide.  With approximately
200 employees, GLS supports its customers with manufacturing
facilities in Illinois and Suzhou, China.

                       About PolyOne Corp.

Headquartered in northeast Ohio, PolyOne Corporation (NYSE: POL) -
- http://www.polyone.com/-- is a provider of    specialized
polymer materials, services and solutions.  PolyOne
has operations in North America, Europe, Asia and Australia, and
joint ventures in North America and South America.

                          *     *     *

Moody's Investor Services placed PolyOne Corporation's senior
unsecured debt, long term corporate family and probability of
default ratings at 'B1' in July 2007.  The ratings still hold to
date with a stable outlook.


REAL ESTATE VII: Sept. 30 Balance Sheet Upside-Down by $17.7 Mil.
-----------------------------------------------------------------
Real Estate Associates Limited VII's consolidated balance sheet at
Sept. 30, 2007, showed $2.0 million in total assets and
$19.7 million in total liabilities, resulting in a $17.7 million
partners' deficit.

The partnership reported a net income of $1.55 million for the
third quarter ended Sept. 30, 2007, compared with a net loss of
$203,000 in the same period last year.

The partnership's revenues consist primarily of interest income
earned on temporary investment of funds not required for
investment in Local Limited Partnerships.  Interest income was
approximately $26,000 and 27,000 for the three months ended
Sept. 30, 2007, and 2006, respectively.

Results for the three months ended Sept. 30, 2007, includes
distributions in excess of its investment in Warren Heights
Apartments of $438,000 and gain on extinguishment of debt of
$1.3 million.

Full-text copies of the partnership's consolidated financial
statements for the quarter ended Sept. 30, 2007, are available for
free at http://researcharchives.com/t/s?26b6

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 3, 2007, Ernst
& Young LLP expressed substantial doubt about Real Estate
Associates Limited VII's ability to continue as a going concern
after auditing the partnership's financial statements for the year
ended Dec. 31, 2006.  The auditing firm pointed to the
partnership's recurring operating losses.

In addition, the partnership is in default on notes payable of
approximately $6.3 million and related accrued interest payable of
$13.4 million at Sept. 30, 2007.  These notes matured between
December 1999 and December 2004.

                   About Real Estate Associates

Real Estate Associates Limited VII is a limited partnership formed
under the laws of the State of California on May 24, 1983.  The
general partners of the partnership are National Partnership
Investments Corp. and National Partnership Investments Associates
II.  As of Sept. 30, 2007, the partnership holds limited
partnership interests in eleven Local Limited Partnerships.  In
addition, the partnership holds a general partner interest in REA
IV, which in turn, holds limited partner interests in eleven
additional Local Limited Partnerships.


REDWOOD CAPITAL: Moody's Attaches Low-B Ratings on Four Notes
-------------------------------------------------------------
Moody's Investors Service assigned ratings to five classes of
notes issued by Redwood Capital X Ltd.

(1)Baa3 to the $25,000,000 Series 1 Class A Principal At-Risk
Variable Rate Notes due Jan. 9, 2009;

(2)Ba2 to the $227,700,000 Series 1 Class B Principal At-Risk
Variable Rate Notes due Jan. 9, 2009;

(3)Ba3 to the $50,200,000 Series 1 Class C Principal At-Risk
Variable Rate Notes due Jan. 9, 2009;

(4)Ba3 to the $130,500,000 Series 2 Class D Principal At-Risk
Variable Rate Notes due Jan. 9, 2009; and

(5)B2 to the $45,200,000 Series 2 Class E Principal At-Risk
Variable Rate Notes due Jan. 9, 2009.

Moody's rating addresses the ultimate cash receipt of all required
interest and principal payments as provided by the governing
documents, and is based on the expected loss posed to the
noteholders relative to the promise of receiving the present value
of such payments.

The ratings of the Notes are primarily derived from the conclusion
of analyses performed by Moody's of the occurrence probabilities
of earthquakes in California over the risk period covered, as well
as the amounts lost should such events occur.   In addition, the
ratings also consider the credit strength of the swap
counterparty, the credit strength of the sponsor, and the
effectiveness of the documentation in conveying the risks inherent
in the structure.


REMY WORLDWIDE: Court Issues Final Decree Closing 27 Bankr. Cases
-----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware issued a final decree closing the Chapter 11
cases of 27 Reorganized Debtors:

    Entity                                         Case No.
    ------                                         --------
    Ballantrae Corporation                         07-11482
    HSG I, Inc.                                    07-11483
    HSG II, Inc.                                   07-11484
    International Fuel Systems, Inc.               07-11485
    iPower Technologies, Inc.                      07-11486
    M. & M. Knopf Auto Parts, L.L.C.               07-11487
    Marine Corporation of America                  07-11488
    NABCO, Inc.                                    07-11489
    Power Investments Marine, Inc.                 07-11490
    Power Investments, Inc.                        07-11491
    Powrbilt Products, Inc.                        07-11492
    Publitech, Inc.                                07-11493
    Reman Holdings, L.L.C.                         07-11494
    Remy Alternators, Inc.                         07-11495
    Remy India Holdings, Inc.                      07-11496
    Remy International Holdings, Inc.              07-11498
    Remy Korea Holdings, LLC                       07-11499
    Remy Logistics, L.L.C.                         07-11500
    Remy Powertrain, L.P.                          07-11501
    Remy Reman, L.L.C.                             07-11502
    Remy Sales, Inc.                               07-11503
    Remy, Inc.                                     07-11504
    Unit Parts Company                             07-11505
    Western Reman Industrial , Inc.                07-11506
    Western Reman Industrial, LLC                  07-11507
    World Wide Automotive, L.L.C.                  07-11508
    World Wide Automotive Distributors, Inc.       07-11509

The 27 Reorganized Debtors will complete all remaining quarterly
reports and pay all quarterly fees due and owing to the U.S.
Trustee by Jan. 20, 2008.

Based in Anderson, Indiana, Remy Worldwide Holdings Inc. acts as
a holding company of all the outstanding capital stock of Remy
International Inc.  Remy International -- http://www.remyinc.com/
-- manufactures, remanufactures and distributes Delco Remy brand
heavy-duty systems and Remy brand starters and alternators,
locomotive products and hybrid power technology.  The company
also provides a worldwide component core-exchange service for
automobiles, light trucks, medium and heavy-duty trucks and
other heavy-duty, off-road and industrial applications.  Remy
has operations in the United Kingdom, Mexico and Korea, among
others.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 8, 2007 (Bankr. D. Del. Cases No. 07-11481 to
07-11509).  Douglas P. Bartner, Esq., Fredric Sosnick, Esq., and
Michael H. Torkin, Esq., at Shearman & Sterling LLP, represent
the Debtors' in their restructuring efforts.  Pauline K. Morgan,
Esq., Edmon L. Morton, Esq., and Kenneth J. Enos, Esq., at Young
Conaway Stargatt & Taylor, LLP, serve as co-counsels to the
Debtors.  The Debtors' claims agent is Kurtzman Carson
Consultants LLC and their restructuring advisor is AlixPartners,
LLC.   Greenbert Traurig, LLP is the Debtors' special corporate
advisory and litigation counsel, and Ernst & Young LLP their
accountant, auditor and tax services provider.

At Sept. 30, 2006, Remy Worldwide's balance sheet showed total
assets of $919,736,000 and total liabilities of $1,265,648,000.
(Remy Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ROYCE RESOURCES: Sale of Substantially All Assets Completed
-----------------------------------------------------------
Royce Resources Corp. formerly AADCO Automotive Inc. said it has
obtained necessary shareholder approvals for previously announce
transactions and re-organization events at its shareholders
meeting conducted on Dec. 28, 2007, and has now completed
transactions and re-organization events.

Royce has completed the sale of substantially all of its assets
and liabilities, as held by its main operating subsidiary Aadco
Vehicle Disposal Service Inc., to 2157437 Ontario Inc., which is
the nominee and assignee of Quorum Secured Equity Trust and Quorum
Investment Pool Limited Partnership.  Consideration consisted of a
payment of $100,000 less a previous advance of $26,500 to the
company and the assumption of substantially all of the current
long and short term obligations associated with the automobile
dismantling business.

It has changed its name from Aadco Automotive Inc. to Royce
Resources Corp.  Additionally, the company's subsidiary, Aadco
Vehicle Disposal Service Inc., has changed its name to 1162137
Ontario Inc.

It has completed a share consolidation carried out on the basis of
five pre-consolidation shares for one post-consolidation share.

It has completed a shares for debt transaction, under which
53,973,870 post-consolidation common shares were issued to settle
aggregate debt of $5,060,050.27 outstanding as of the date of the
shareholders meeting on Dec. 28, 2007.

It has obtained shareholder approval for a change of control in
favor of Robert L. Hodgkinson, a director of the company and
Chairman of the Board.

It has obtained shareholder approval of its stock option plan
which provides to the issuance of a maximum of 2,160,000 post-
consolidation shares as a consequence of the exercise of stock
options.  There currently are no stock options outstanding.

Taking into consideration all of the foregoing, there are now
77,665,067 common shares outstanding.

A new director, Mr. Darren Devine, has been elected at the
Dec. 28, 2007 shareholders meeting.  The directors of the
Corporation now are: Robert L. Hodgkinson, Charles Hodgkinson,
Phillip D. Bretzloff, and Darren Devine.

The company now trades under the symbol ROY.  The company has been
transferred to the NEX board of the TSX Venture Exchange.

Brampton, Ontario-based Royce Resources Corp. formerly AADCO
Automotive Inc. -- http://www.aadco.ca/-- supplies recycled OEM
automotive parts to meet the demand for lower cost quality parts
in the collision and mechanical repair industry in the Greater
Toronto Area, Oshawa, Hamilton and Barrie.

                          *     *     *

As of June 30, 2007, the company's audited financial statement
shows total shareholders' deficit of CAD$4,851,155.


SAAN STORES: Seeks Protection from Creditors Under CCAA
-------------------------------------------------------
SAAN Stores Ltd. filed protection under the Companies Creditors
Arrangement Act (Canada) with the Ontario Superior Court of
Justice on Dec. 28, 2007, its second filing, Marina Strauss writes
for The Globe and Mail.

Director David Schachter of the Canadian Apparel Credit told Globe
and Mail that SAAN's bankruptcy "is a sign of the times."  He
added that several retailing companies have become insolvent prior
to Christmas 2007 including Athletes World Inc. and have filed for
protection due to the surge in the Canadian dollar, Globe and Mail
says.

Dir. Schachter said Wednesday he expects a "tough January" and
several bankruptcies, Globe and Mail relates.

Retailing companies are forced to cut prices to keep buyers when
the Canadian dollar appreciates causing profits to decline, Globe
and Mail reports.

Meanwhile Bargain Shop Holdings Inc. and Hudson's Bay Co. are
among the potential buyers of SAAN's stores, Globe and Mail
reveals, citing industry sources.

                        About Saan Stores

Mississauga, Ontario-headquartered SAAN Stores Ltd. --
http://www.saan.ca/-- is a modern rural version of the five-and-
dime, was founded in 1947 by brothers Sam and Albert Cohen as an
army surplus outlet on Winnipeg's Main Street.  The chain, whose
name stood for Surplus Army, Airforce, Navy, thrived under the
Cohen family's Gendis Inc. ownership until the late 1990s, when it
was outpaced by titan Wal-Mart Canada and other retailers.  It has
more than 230 retail outlets in more than 200 communities across
Canada and carries familiar national brands.

According to court filings, Saan is owned by a company that is
controlled by a trust for the benefit of the Badr family.  A so-
called Mr. Chahine aka Antoine Chahine Badr manages SAAN and
Cotton Ginny Inc.  However, the relationship between the both
companies can not be determined.  Cotton Ginny emerged from
bankruptcy in 2003 when Mr. Chahine took over.

As reported in the Troubled Company Reporter on Jan. 19, 2005,
SAAN sought and obtained protection under the Companies' Creditors
Arrangement Act, to facilitate the company's reorganization.
RMS Richter Inc. was appointed monitor concerning SAAN's affairs
during the CCAA process.  The Debtor listed about $48 million in
liabilities.

SAAN filed for protection under CCAA on Dec. 28, 2007, disclosing
total assets of $38 million and total liabilities of $81 million.


SALON MEDIA: Posts $308,000 Net Loss in Second Qtr. Ended Sept. 30
------------------------------------------------------------------
Salon Media Group Inc. reported a net loss of $308,000 on net
revenues fo $2.1 million for the second quarter ended Sept. 30,
2007, compared with a net loss of $349,000 on net revenues of
$1.9 million in the same period last year.

Advertising revenues increased to $1.6 million from $1.3 million
for the three months ended Sept. 30, 2006.  Salon Premium
subscription revenues decreased to approximately $300,000 from
approximately $400,000 for the three months ended Sept. 30, 2006.
Revenues from all other sources were approximately $200,000 for
each of the three months ended Sept. 30, 2007, and the three
months ended Sept. 30, 2006.  Approximately half of this revenue
is derived from The Well, an on-line discussion forum.

Production and content expenses were $1.3 million for the three
months ended Sept. 30, 2007, and for the three months ended
Sept. 30, 2006.

Sales and marketing expenses during the three months ended
Sept. 30, 2007, of $547,000 were 36% higher than the $402,000
recognized during the three months ended Sept. 30, 2006.

At Sept. 30, 2007, the company's consolidated balance sheet showed
$5.0 million in total assets, $2.2 million in total liabilities,
and $2.8 million in total stockholders' equity.

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $2.0 million in total current
assets available to pay $2.2 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?26b4

                       Going Concern Doubt

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

The company has an accumulated deficit at Sept. 30, 2007, of
$94.1 million.

                       About Salon Media

Founded in 1995, Salon Media Group Inc. (OTC: SLNM.OB) --
http://www.salon.com/-- operates as an Internet media company.
It produces a content Web site with 10 subject-specific sections,
which include two online communities.  The company updates an
array of news, features, interviews, columnists, and blogs,
including news and politics, opinion, technology and business,
arts and entertainment, film reviews, life, books, comics, and
sports.  It offers investigative stories and personal essays along
with commentary and staff-written Weblogs about politics,
technology, culture, and entertainment.  The Website also hosts
two online communities, The Well and Table Talk, which allow users
to discuss Salon content and interact with other users.  The
company was founded in 1995 and is based in San Francisco,
California.


SALVATORE CRISAFI: Case Summary & Six Largest Unsecured Creditors
-----------------------------------------------------------------
Debtors: Salvatore J. Crisafi
         Carlene B. Crisafi
         10651 Bedfordtown Drive
         Raleigh, NC 27614

Bankruptcy Case No.: 07-02920

Chapter 11 Petition Date: December 28, 2007

Court: Eastern District of North Carolina (Raleigh)

Judge: A. Thomas Small

Debtors' Counsel: Trawick H Stubbs, Jr., Esq.
                  Stubbs & Perdue, P.A.
                  P.O. Drawer 1654
                  New Bern, NC 28563
                  Tel: (252) 633-2700
                  Fax: 252 633-9600

Total Assets: $1,912,215

Total Debts:  $1,340,219

Debtors' list of its Six Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Income Tax-Class      $946,904
Attn: Insolvency I               action appeal
320 Federal Place                pending in the 11th
Greensboro, NC 27402             Circuit Court of Appeals

Sally Mae Servicing              Student Loan           $40,000
Attn: Manager or Agent
P.O. Box 9500
Wilkes Barre, PA 18773

Merrill Lynch                                           $17,101
Attn: Manager or Agent
114 Market Street
Roanoke, VA 24011-1782

Southeast Toyota Finance         2007 Toyota Sienna     $32,788
                                 (VIN 5TDZK22C67S081   ($28,000
                                 289)                  secured)

Wells Fargo                                              $2,953

Delta American Express                                     $474


SOUNDVIEW HOME: Credit Enhancement Cut Cues S&P's "D" Cert. Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on seven
classes of mortgage-backed certificates issued by Soundview Home
Loan Trust 2005-1.  Concurrently, S&P affirmed its
ratings on the remaining five classes from the transaction.

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses, as well as a principal write-
down to one of the classes.  As of the November 2007 remittance
date, cumulative realized losses, as a percentage of the original
pool balance, was 2.37%.  Severe delinquencies
(90-plus days, foreclosures, and REOs) as a percentage of the
current pool balance, was 20.86%.  Losses have consistently
outpaced excess interest over the past six months by approximately
3.4x.  Overcollateralization has been eroded completely.  Class B-
3 saw a principal write-down of $738,857 in November, and as a
result, S&P downgraded it to 'D'.

The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.

Subordination, overcollateralization, and excess spread provide
credit support for this transaction.  The collateral consists
primarily of a pool of fixed- and adjustable-rate mortgage loans
secured by first or second liens on one- to four-family
residential properties.

                         Ratings Lowered

               Soundview Home Loan Trust 2005-1

                                  Rating
                                  ------

                Class         To         From
                -----         --         ----

                M-6           BBB        A-
                M-7           BB         BBB+
                M-8           BB-        BBB
                M-9           B+         BBB-
                B-1           B-         BB+
                B-2           CCC        B
                B-3           D          CCC

                         Ratings Affirmed

               Soundview Home Loan Trust 2005-1

                  Class                Rating
                  -----                ------

                  M-1                  AA+
                  M-2                  AA
                  M-3                  AA-
                  M-4                  A+
                  M-5                  A


SPORTSTUFF INC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: SportsStuff, Inc.
             11213 "E" Circle (A)
             Omaha, NE 68137

Bankruptcy Case No.: 07-82643

Type of Business: The Debtor offers sports accessories.
                  See: http://www.sportsstuff.com/

Chapter 11 Petition Date: December 31, 2007

Court: Nebraska U.S. Bankruptcy Court (Omaha Office)

Judge: Timothy J. Mahoney

Debtor's Counsel: Robert V. Ginn, Esq.
                  Blackwell Sanders Peper Martin LLP
                  1620 Dodge Street, Suite 2100
                  Omaha, NE 68102
                  Tel: (402) 964-5000
                  Fax: (402) 964-5050
                  http://www.blackwellsanders.com/

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Blake & Rebecca Hansen                               unknown
c/o David Bernsen
490 Park Street, #210
Beaumont, TX 77701

Bobby Dumit                                          unknown
c/o David Bernsen
490 Park Street, #210
Beaumont, TX 77701

Brian Yates                                          unknown
c/o David Bernsen
490 Park Street, #210
Beaumont, TX 77701

Bryan Doerr                                          unknown

Casey Karabin                                        unknown

Chad May                                             unknown

Chris Ames                                           unknown

Chris Scott                                          unknown

Christopher Nelson                                   unknown

Christopher Wilen                                    unknown

David Mattingly                                      unknown

David Watson                                         unknown

Devin Wallace                                        unknown

Donald Williams                                      unknown

Duane Shaunnessy                                     unknown

Edward Gomez                                         unknown

Gina Randazzo                                        unknown

Greg Irvine                                          unknown

Henry Kormos                                         unknown

Jacquillien Buttigieg                                unknown


SPX CORP: Completes Acquisition of APV from Invensys PLC
--------------------------------------------------------
SPX Corporation has completed the acquisition of APV, a
manufacturer of process equipment and engineered solutions
primarily for the sanitary market.

"The acquisition of APV greatly enhances our process equipment
operations serving key markets around the world, particularly in
Europe and Asia Pacific," Chris Kearney, chairman, president and
CEO of SPX, said.  "With APV's broad spectrum of proven process
solutions, rich heritage of innovation and wealth of engineering
expertise, we are better positioned than ever to capitalize on the
growing global demand for flow technology
products and solutions," he added.

APV was a division of Invensys PLC, an international industrial
automation, transportation and controls group headquartered in
London.  APV's primary products include pumps, valves, heat
exchangers and homogenizers for the food, dairy, beverage and
pharmaceutical industries.

SPX had entered into a definitive agreement to acquire APV on
October 31.  APV will be operated as part of SPX's flow technology
segment.

                         About SPX Corp.

Headquartered in Charlotte, North Carolina, SPX Corporation
(NYSE:SPW) -- http://www.spx.com/-- is a multi-industry
manufacturing company.  It provides flow technology, test and
measurement products and services, thermal equipment and services,
and industrial products and services.  Its infrastructure-related
products and services include wet and dry cooling systems, thermal
service and repair work, heat exchangers and power transformers
into the global power market. It has four business segments: Flow
Technology, Test and Measurement, and Thermal Equipment and
Services, and Industrial Products and Services.  The company
employs over 17,000 people in over 30 countries.

At Sept. 30, 2007, SPX had approximately $1.2 billion of debt
outstanding.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 11, 2007,
Standard & Poor's Ratings Services assigned its 'BB' senior
unsecured debt rating to SPX Corp.'s proposed $500 million senior
unsecured notes due in 2014.  At the same time, Standard & Poor's
affirmed its 'BB+' corporate credit rating on the company.  The
outlook is stable.


STACK 2007-1: Poor Credit Quality Cues Moody's to Cut Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Stack 2007-1 Ltd., and left on review for possible
further downgrade ratings of three of these classes of notes.  The
notes affected by this rating action are:

Class Description: $150,000,000 Class A2 Floating Rate Notes Due
2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa3, on review for possible downgrade

Class Description: $225,000,000 Class A3 Floating Rate Notes Due
2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $151,000,000 Class A4 Floating Rate Notes Due
2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $68,000,000 Class B Deferrable Floating Rate
Notes Due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $46,000,000 Class C Deferrable Floating Rate
Notes Due 2047

  -- Prior Rating: B3, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $45,000,000 Class D Deferrable Floating Rate
Notes Due 2047

  -- Prior Rating: Caa1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $10,000,000 Class E Deferrable Floating Rate
Notes Due 2047

  -- Prior Rating: Caa2, on review for possible downgrade
  -- Current Rating: Ca

The rating actions taken and since the Closing Date reflect severe
deterioration in the credit quality of the underlying portfolio,
as well as the occurrence, as reported by the Trustee on Dec. 17,
2007, of an event of default caused by a failure of the Principal
Coverage Ratio relating to the Class A Notes to equal or exceed
88%, as required under Section 5.1(d) of the Indenture dated May
3, 2007.

Stack 2007-1 Ltd. is a collateralized debt obligation backed
primarily by a portfolio of RMBS securities.

Recent ratings downgrades on the underlying portfolio caused
ratings-based haircuts to affect the calculation of
overcollateralization.  Thus, the Principal Coverage Ratio
relating to the Class A Notes failed to meet the required level.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of Notes may be
entitled to direct the Trustee to take particular actions with
respect to the Collateral Debt Securities and the Notes.

The rating downgrades reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality on the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders.  Because of this uncertainty, the ratings assigned to
Class A2, Class A3, and the Class A4 Notes remain on review for
possible downgrade.


STRUCTURED ASSET: S&P Lowers Three Certificate Ratings to 'D'
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on five
classes of mortgage-backed certificates issued by Structured Asset
Investment Loan Trust series 2005-HE3, 2005-10, and 2006-3.  At
the same time, S&P placed its ratings on two other classes from
series 2005-10 on CreditWatch with negative implications.
Concurrently, S&P affirmed its ratings on the remaining 44 classes
from these transactions.

The downgrades reflect a reduction in credit enhancement as a
result of monthly realized losses, as well as principal write-
downs to several classes.  As of the November 2007 remittance
date, cumulative realized losses, as a percentage of the original
pool balances, were 1.48%, 1.59%, and 1.53% for series 2005-HE3,
2005-10, and 2006-3, respectively.  Severe delinquencies (90-plus
days, foreclosures, and REOs), as a percentage of the current pool
balances, were 24.72%, 18.64%, and 20.51%.  For these
transactions, losses have outpaced excess interest over the past
six months by an average of 1.8x.  Overcollateralization has been
depleted for all three transactions.  Class B-2 from series 2005-
HE3, class B-3 from series 2005-10, and class B-2 from series
2006-3 experienced principal write-downs of $374,627, $362,423,
and $1,956,319, respectively.  Consequently, S&P lowered its
ratings on these classes to 'D'.

S&P placed its ratings on classes M-7 and M-8 from series 2005-10
on CreditWatch with negative implications because this transaction
has seen a sharp increase in foreclosures and REOs over the past
year.  Foreclosures in this series increased from approximately
$47,497,000 in December of 2006 to $87,500,000, which is 10.1% of
the current pool balance.  During the same period, REOs in this
series increased from $23,882,000 to $56,513,000, which is 6.5% of
the current pool balance.  A percentage of loans in these
transactions that have loan-to-values of 80% are covered by
primary mortgage insurance that covers losses on these loans up to
an LTV of 60%.  S&P will continue to monitor how effective the
mortgage insurance is in minimizing realized losses, and will take
further negative actions if S&P determines that actual realized
losses further reduce credit support.

The affirmations reflect sufficient credit enhancement available
to support the current ratings.  The classes with affirmed ratings
have actual and projected credit support percentages that are in
line with their original levels.

Subordination, excess spread, and primary mortgage insurance
provide credit support for these transactions.  The collateral for
these transactions consists of subprime, fixed- or adjustable-
rate, first- or second-lien mortgage loans, secured by one-to
four-family residential properties.

                         Ratings Lowered

             Structured Asset Investment Loan Trust

                                        Rating
                                        ------

      Series        Class         To             From
      ------        -----         --             ----

      2005-HE3      B-2           D              CCC
      2005-10       M-9           CCC            B
      2005-10       B-3           D              CCC
      2006-3        M-7           CCC            B
      2006-3        B-2           D              CCC

            Ratings Placed on CreditWatch Negative

            Structured Asset Investment Loan Trust

                                        Rating
                                        ------

      Series        Class         To             From
      ------        -----         --             ----

      2005-10       M-7           BB/Watch Neg   BB
      2005-10       M-8           B/Watch Neg    B

                        Ratings Affirmed

             Structured Asset Investment Loan Trust

            Series       Class                Rating
            ------       -----                ------

            2005-HE3     A-2, A-4, A-5        AAA
            2005-HE3     M-1                  AA+
            2005-HE3     M-2                  AA
            2005-HE3     M-3                  AA-
            2005-HE3     M-4                  A+
            2005-HE3     M-5                  BBB
            2005-HE3     M-6, M-7             BB
            2005-HE3     M-8, M-9             B
            2005-HE3     M-10, M-11, B-1      CCC
            2005-10      A-1, A-2, A-3, A-4   AAA
            2005-10      A-5, A-6             AAA
            2005-10      M-1                  AA+
            2005-10      M-2                  AA
            2005-10      M-3                  AA-
            2005-10      M-4                  A+
            2005-10      M-5                  A
            2005-10      M-6                  BB
            2005-10      B-1, B-2             CCC
            2006-3       A-1, A-2, A-3, A-4   AAA
            2006-3       A-5, A-6             AAA
            2006-3       M-1                  AA+
            2006-3       M-2                  AA
            2006-3       M-3                  AA-
            2006-3       M-4                  A+
            2006-3       M-5                  BBB+
            2006-3       M-6                  BB
            2006-3       M-8, M-9, B-1        CCC


TALSAL LLC: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Talsal, L.L.C.
        14315 Alamosa Court
        Sugar Lane, Tx 77478-2598

Bankruptcy Case No.: 07-39008

Chapter 11 Petition Date: December 31, 2007

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Samuel L. Milledge, Esq.
                  10333 Northwest Freeway, Suite 202
                  Houston, TX 77092
                  Tel: (713) 812-1409
                  Fax: (713) 812-1418

Total Assets: $1,437,905

Total Debts:  $1,775,728

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
United Central Bank            value of security:    $1,600,000
Attention: Jones, Allen &      $1,437,905
Fuquay, L.L.P.
8828 Greenville Avenue
Dallas, Texas 75243-7143

Ramiro Canales                 Property Tax          $161,728
Nueces County Tax Collector
901 Leopard, Room 301
Corpus Christi, Texas 78401

Milledge Law Firm, P.C.        Attorney Fees         $14,000
10333 Northwest Freeway,
Suite 202
Houston, TX 77092

Jones, Allen & Fuquay, L.L.P.  Notice Only           $0


TECHALT INC: Reports Progress in Debt Reduction Plan
----------------------------------------------------
Techalt Inc. reported successful progress on reduction of the
company's debt as part of management's plans for reorganization,
settling certain debts previously listed on its books as a
liability.

Management said it believes that the debt reduction increases
value to shareholders and continues to approach long-standing
investors holding debt in the company about settling a portion of
this debt as a means to improve the company's balance sheet.  The
company plans to continue these efforts.

Seattle-based Techalt Inc. (Pink Sheets: TCLT) --
http://www.techalt.com/-- is currently exploring potential
business combinations and feels reducing its liabilities will
assist in its efforts towards identifying and securing a potential
acquisition target.

                          *     *     *

The company has been unable to timely file its annual 2006 and
quarterly financial reports for 2007.  It said that it has been
unable to compile all pertinent information to complete the annual
filing and to complete providing its accountant with all of the
accounting information necessary to complete the annual report.
As of Sept. 30, 2006, the company's balance sheet showed
$10,115,415 in shareholder's deficit.


THE LAKE CLUB: Case Summary & Seven Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: The Lake Club at Palestine, L.P.
        4200 Prescott Avenue
        Dallas, TX 75219

Bankruptcy Case No.: 07-36422

Chapter 11 Petition Date: December 31, 2007

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

Debtor's Counsel: Eric A. Liepins, Esq.
                  12770 Coit Road, Suite 1100
                  Dallas, TX 75251
                  Tel: (972) 991-5591

Estimated Assets:        Less than $50,000

Estimated Debts: $1 Million to $10 Million

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Swinnry Management Co., L.L.C. $150,000
4200 Prescott Avenue
Dallas, TX 75219

The Tile Shop                  $3,931
4334 D-C Drive
Tyler, TX 75701

Sherri Hanna                   $1,200
7419 Big Tree
Tyler, TX 75703

Floor Bamboo, Inc.             $427

Tyler Granite                  $390

Trinity Valley Electric        $187
Cooperative

Upper Neches Water Authority   $50


TIMOTHY D'ALESSANDRI: Voluntary Chapter 11 Case Summary
-------------------------------------------------------
Debtors: Timothy D'Alessandri
         Gloria D'Alessandri
         818 Jonathan Drive
         Bethel Park, PA 15102

Bankruptcy Case No.: 07-28125

Chapter 11 Petition Date: December 28, 2007

Court: Western District of Pennsylvania (Pittsburgh)

Debtors' Counsel: Donald R. Calaiaro, Esq.
                  Calaiaro, Corbett & Brungo, P.C.
                  Grant Building, Suite 1105
                  310 Grant Street
                  Pittsburgh, PA 15219-2230
                  Tel: (412) 232-0930
                  Fax: (412) 232-3858

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


TRITON OPERATIONS: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Triton Operations LLC
        dba Webster Hardwoods
        W1038 County Road U
        Bangor, WI 54614

Bankruptcy Case No.: 07-15117

Type of Business: The Debtor manufactures wooden awnings,
                  exterior trim materials and finishing
                  products.

Chapter 11 Petition Date: December 28, 2007

Court: Western District of Wisconsin (Eau Claire)

Judge: Thomas S. Utschig

Debtor's Counsel: James D. Sweet, Esq.
                  Swapna Vilas Deshpande, Esq.
                  Murphy Desmond S.C.
                  33 East Main Street, Suite 500
                  P.O. Box 2038
                  Madison, WI 53701-2038
                  Tel: (608) 257-7181
                  Fax: (608) 257-4333
                  http://www.murphydesmond.com/

Estimated Assets: Less than $50,000

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wisconsin Department of                              $1,399,005
Workforce Development
Wisconsin Department of
Justice
P.O Box 7857
Madison, WI 53707-7857

Fox Lumber Sales Inc.             trade debt         $200,128
#2 Riverbend Court
Hamilton, MT 59840

Millet Hardwoods Inc.             trade debt         $172,788
P.O. Box 6652
Louisville, KY 40206

GL Beaumont Lumber Co.            trade debt         $152,406

Menominee Tribal Enterprises      trade debt         $135,771

Timberland Wood Products          trade debt         $130,213

NYK Logistics & Megacarrier       trade debt         $128,349

GMC Hardwoods                     trade debt         $116,534

Murray Brothers Lumber Co. Ltd.   trade debt         $107,620

Kirkham hardwoods Inc.            trade debt         $102,220

Newline Hardwoods Inc.            trade debt         $99,148

Suttles Log & Lumber              trade debt         $87,620

Woodlands Lumber Co. Inc.         trade debt         $75,238

C. Baumgarten & Son Inc.          trade debt         $74,190

HoltSawmill Inc.                  trade debt         $72,525

Willenborg Hardwood Industries    trade debt         $61,172

Oak Lumber Company                trade debt         $59,443

Wausau Insurance Companies        trade debt         $59,177

oak Ridg Lumber LLC               trade debt         $53,764

G.H. Cook Lumber Co. Inc.         trade debt         $46,879


TRW AUTOMOTIVE: Arm Completes Buyout of Delphi Corp.'s NA Brake
---------------------------------------------------------------
TRW Integrated Chassis Systems LLC, a subsidiary of TRW Automotive
Holdings Corp., has completed the purchase of a portion of
Delphi Corporation's North American brake component machining and
module assembly assets, including production inventory, for
approximately $40 million.

As reported in the Troubled Company Reporter on Sept. 20, 2007,
TRW Automotive said that one of its subsidiaries has signed an
agreement with Delphi Corporation to purchase a portion of its
North American brake component machining and module assembly
assets.

In addition to the asset purchase, the company has leased a
portion of Delphi's former brake manufacturing facility in
Saginaw, Michigan and commenced employment of hourly and salaried
employees at the site.

In conjunction with the asset purchase, TRW is supplying General
Motors with a portion of the business, predominantly braking
modules, formerly supplied by Delphi at the Saginaw facility.

                        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.

                      About TRW Automotive

Headquartered in Livonia, Michigan, TRW Automotive Holdings Corp.
(NYSE: TRW) -- http://www.trwauto.com/-- is an automotive
supplier.  Through its subsidiaries, it employs approximately
63,800 people in 26 countries.  TRW Automotive products include
integrated vehicle control and driver assist systems, braking
systems, steering systems, suspension systems, occupant safety
systems (seat belts and airbags), electronics, engine components,
fastening systems and aftermarket replacement parts and services

TRW Automotive Aftermarket provides high quality replacement
parts, service, diagnostics and technical support to both the
independent aftermarket and the vehicle manufacturer service
channels.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2007,
Fitch Ratings has affirmed its BB issuer default rating on TRW
Automotive Holdings Corp.


TWO HUNDRED: Case Summary & Eight Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Two Hundred North Fredonia Ltd.
        P. O. Box 2268
        Longview, TX 75606-2268

Bankruptcy Case No.: 07-61070

Chapter 11 Petition Date: December 28, 2007

Court: Eastern District of Texas (Tyler)

Judge: Bill Parker

Debtor's Counsel: Michael E. Gazette, Esq.
                  100 East Ferguson Street, Suite 1000
                  Tyler, TX 75702
                  Tel: (903) 596-9911
                  Fax: (903) 596-9922

Estimated Assets: $1 million to $100 million

Estimated Debts: $1 million to $100 million

Debtor's Eight Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Curtis-McKinely Sheet                                $43,754
Metal Inc.
P.O. Box 3105
Longview, TX 75606-3105

Schindler Elevator Corp.                             $22,004
2800 West 70th Street, Suite A
Shreveport, LA 71108-4500

Air Cybernatics                                      $11,153
P.O. Box 3427
Longview, TX 75606-3427

American Electric Power                              $9,500

Napps Heating & Air Conditioning                     $2,000

Longview Water                                       $2,000

Atmos Energy                                         $400

Alsco                                                $350


WATERFORD EQUITIES: Hires Murtha Cullina as Healthcare Counsel
--------------------------------------------------------------
Waterford Equities and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Connecticut to
employ Murtha Cullina LLP as their special healthcare regulatory
counsel, nunc pro tunc to Nov. 22, 2007.

Murtha is expected to render general healthcare and related legal
services to the Debtors throughout their Chapter 11 cases.

Specifically, the firm will:

     (a) provide representation in all health care and related
         matters, investigations and proceedings;

     (b) provide representation in all health care
         reimbursement matters including but not limited to
         investigations and proceedings;

     (c) provide representation in all criminal and civil fraud
         and abuse or other similar compliance matters
         including, but not limited to, invesigations and
         proceedings; and

     (d) give such other legal advice as may be necessary in
         connection with any of the foregoing.

The Debtors agreed to pay Murtha at these billing rates:

     Designation                  Hourly Rates
     -----------                  ------------
     Partners                     $250 to $500
     Counsel/Consultants          $240 to $400
     Associates                   $165 to $295
     Legal Support Personnel      $100 to $215

Specific professionals have these rates:

     Professional                  Hourly Rates
     ------------                  ------------
     Martha Meng                       $400
     Michael Kogut                     $400
     Louis Todisco                     $390
     Heather Berchem                   $295
     Ryan Mihalic                      $210

Currently, Murtha is holding a retainer amount of $25,000.  The
Debtors agreed with the firm's request that in the event the Court
has not approved a monthly billing order, the Debtors will provide
an additional $75,000 retainer, payable $25,000 by  Dec. 31, 2007
and $50,000 by Jan. 31, 2008, to be included in any budget
submitted in connection with any financing or cash collateral
motion.

To the best of the Debtors knowledge, the firm does not hold any
interest adverse to the Debtors' estates ans is "disinterested" as
that term is defined in the Section 101(14) of the Bankruptcy
Code.

The firm can be reached at:

     Murtha Cullina LLP
     Whitney Grove Square
     Two Whitney Avenue, 4th Floor
     New Haven, CT 06510
     Tel: (203) 772-7700

Headquartered in Middletown, Connecticut, Waterford Equities
L.L.C. -- http://www.havenhealthcare.com/-- provide nursing care
to the elderly in New England, Connecticut.  The company operates
health centers and assisted living facilities.  In addition, the
company specializes in short-term rehabilitative care and long-
term care.  The company and 44 of its affiliates filed for Chapter
11 protection on November 22, 2007 (Bankr. D. Conn. Lead Case No.
07-32719).  Moses and Singer LLP is the Debtors' proposed counsel.
When the Debtors filed for protection against their creditors, it
listed assets and debt between $1 Million to $100 Million.  The
Debtors'consolidated list of their 50 largest unsecured creditors
showed total claims of more than $20 million.


WELDED FIXTURES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Welded Fixtures Inc.
        8155 Byron Road
        Whittier, CA 90606

Bankruptcy Case No.: 07-22312

Type of Business: The Debtor manufactures and sells sports
                  apparel.
                  See http://www.weldedfixtures.com/

Chapter 11 Petition Date: December 31, 2007

Court: Central District Of California (Los Angeles)

Judge: Victoria S. Kaufman

Debtor's Counsel: John W. Harris, Esq.
                  Law Office of John W. Harris
                  915 Wilshire Boulevard, Suite 1820
                  Los Angeles, CA 90017
                  Tel: (213) 489-9833

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

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Jon Gunderson                     judgement          $1,960,205
c/o Baude & Tudis
Attorney at Law
777 S. Figueroa Street
Suite 400
Los Angeles, CA 90017

Lawrence Tan Attorney at Law      trade debt         $31,194
7027 Painter Avenue
Whittier, CA 906002
Tel: (562) 945-8827

Altair 18.8LY                     trade debt         $28,000
631 Stephanie Street
Henderson, NV 89014
Tel: (501) 223-3934

Crockett Container                trade debt         $23,607

Laser Innovations                 trade debt         $16,918

United Steel                      trade debt         $15,120

McNichols                         trade debt         $13,126

Searing Industries                trade debt         $13,115

Bralco Metals                     trade debt         $9,816

JD Pacific Rim Inc.               trade debt         $9,405

Tiger Drylac Powder               trade debt         $9,285

Dura Freight                      trade debt         $5,941

Wire Tech                         trade debt         $4,987

SCE                               trade debt         $4,948

Praxiar                           trade debt         $4,752

Denmac                            trade debt         $3,450

All Source Container              trade debt         $2,997

Platinum Plus for Business        trade debt         $2,599

Chevron                           trade debt         $2,530

The Gas Company                   trade debt         $3,235


WILLIAM JACKSON: Case Summary & 19 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: William Fredrick Jackson
        2247 Jennifer Lane
        North St. Paul, MN 55109

Bankruptcy Case No.: 07-35028

Chapter 11 Petition Date: December 28, 2007

Court: District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtor's Counsel: William A. Vincent, Esq.
                  William A. Vincent P.A.
                  17736 Excelsior Boulevard
                  Minnetonka, MN 55345
                  Tel: (952) 401-8883
                  Fax: (952) 401-8889

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                             $1,171,984
Wells Fargo Place
30 East 7th Street, STOP 5700
St. Paul, MN 55101

Wells Fargo Financial          value of collateral:  $293,000
4119 121 Street                $400,000
Urbandale, IA 50323

Ramsey County-property                               $18,613
50 West Kellog Boulevard
Saint Paul, MN 55102

Minnesota Revenue-collections                        $16,786

Audi                                                 $10,258

Citi Financial                                       $6,800

Capital One                                          $4,658

Discover                                             $4,362

Macy's                                               $2,046

Aarcee                                               $1,888

Nordstorm                                            $1,800

4 Seasons                                            $1,515

O/w/d                                                $1,271

Huntington Learing Center                            $1,005

Foster/Brever                                        $900

Beneficial                                           $824

Household Bank                                       $700

Nightfall                                            $657

Freedom First                                        $596


* ABI Says Consumer Bankruptcy Nears 40% in Year 2007
-----------------------------------------------------
U.S. consumer bankruptcy filings increased nearly 40% nationwide
in 2007 from the previous year, according to the American
Bankruptcy Institute relying on data from the National Bankruptcy
Research Center.  The data showed that the overall consumer filing
total for the 2007 calendar year (Jan. 1 - Dec. 31, 2007) reached
801,840 compared to the 573,203 filings recorded during the
similar period in 2006.

"The roughly 40% spike in consumer bankruptcies during 2007
presages even higher filings this year, as the heavy consumer debt
load is made worse by the home mortgage crisis," predicted ABI
Executive Director Samuel J. Gerdano.

However, NBKRC's data also showed that the 66,389 consumer filings
recorded in December represented a 7.5% decrease from the 71,799
filings in November.  Chapter 13 filings constituted 38.32% of all
consumer cases in December, a slight decrease from November.

                            About ABI

American Bankruptcy Institute aka ABI -- http://www.abiworld.org/
-- is a multi-disciplinary, nonpartisan organization dedicated to
research and education on matters related to insolvency. ABI was
founded in 1982 to provide Congress and the public with unbiased
analysis of bankruptcy issues. The ABI membership includes more
than 11,500 attorneys, accountants, bankers, judges, professors,
lenders, turnaround specialists and other bankruptcy
professionals, providing a forum for the exchange of ideas and
information.

                            About NBKRC

National Bankruptcy Research Center aka NBKRC --
http://www.nbkrc.com/-- is an online research center that offers
subscribers access to up-to-date research and statistics on
bankruptcy filings.  The database contains complete information
dating back to 1995.


* Critics See Loopholes in Canada's Amended Bankruptcy Law
----------------------------------------------------------
An amended Canadian federal bankruptcy law is facing criticisms
from some lawyers who argue that the new law has serious flaws,
Richard Blackwell writes for Report on Business.

One critic, the report says, is Toronto bankruptcy lawyer
Robert Klotz who pointed out the change in the way registered
retirement savings plans and registered retirement income funds
are handled in personal bankruptcy cases.

Under the amended law, Report on Business relates, creditors
are barred from taking money from any of a bankrupt individual's
registered accounts, except if the money was put into the
account less than a year before the bankruptcy.

According to the report, Mr. Klotz argued that one loophole in
the new provision is it makes possible for people in bankruptcy
to withdraw all they want from their RRSPs as soon as their
bankruptcy is discharged.

Mr. Klotz suggested that the law should have forced anyone in
bankruptcy to keep the money in the registered plan until
retirement, the report adds.


* NHB Names Donald Hawthorne as Managing Director
-------------------------------------------------
NachmanHaysBrownstein Inc. appointed Donald B. Hawthorne as a
managing director in its Boston Office and head of the firm's
national healthcare-industry turnaround practice.

Mr. Hawthorne has over 17 years experience in leading turnaround
initiatives, and he has been credited for successes at
accelerating the pace of value creation, serving as interim CEO or
General Manager of numerous businesses.

Additionally, Mr. Hawthorne has been a partner at Ampersand
Ventures, Wellesley, MA, where he was interim COO in the
successful turnaround of V.I. Technologies, then a $14 million
biologics portfolio company.

Mr. Hawthorne holds an M.B.A. degree from the Stanford Graduate
School of Business and a B.S. degree in mathematics from Harvey
Mudd College.  He is a member of the Turnaround Management
Association.

Mr. Hawthorne can be reached at (617) 778-2460, ext 23, or (401)
562-6064.

                   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.


* Quadrangle Debt Changes Name to Monarch Alternative
-----------------------------------------------------
Quadrangle Debt Recovery Advisors LP completed its spin-off from
Quadrangle Group LLC.  As part of the separation, QDRA has
changed its name to Monarch Alternative Capital LP.

Monarch's investment activities will continue to be managed by its
founding principals -- Michael Weinstock, Andrew Herenstein and
Christopher Santana -- and its focus on distressed debt investing
will remain unchanged.

"The entire Monarch team is very proud of the growth and success
that we have achieved over the past six years as QDRA," said Mr.
Weinstock.  "We are excited to start this new chapter as an
independent company and to continue our track record of
successfully growing our business."

The Company will have a formal ongoing relationship with
Quadrangle Group and will continue to receive operational support
from Quadrangle as necessary to ensure a smooth and seamless
transition.

                          About Monarch

Monarch Alternative Capital LP fka Quadrangle Debt Recovery
Advisors -- http://www.monarchlp.com/-- is an independet
investment advisory firm with assets under management of
approximately $3 billion.  Monarch, formerly a part of Quadrangle
Group LLC, manages three hedges funds focused on investing in the
debt of bankrupt and distressed companies.


* Saul Ewing Promotes Ten Attorneys as New Partners
---------------------------------------------------
Saul Ewing LLP has elected six special counsel and four associates
to the firm's partnership, effective Jan. 1, 2008.

These special counsels have been promoted to partner:

  -- Candice Toll Aaron, Esq., Litigation Department, Wilmington
     Office
  -- Maurice A. Bellan, Esq., Litigation Department, Baltimore
     Office
  -- J. Joseph Curran, III, Esq., Business Department, Baltimore
     Office
  -- Joseph C. Monahan, Esq., Litigation Department, Philadelphia
     Office
  -- Robert C. Nagle, Esq., Business Department, Philadelphia
     Office
  -- Craig F. Zappetti, Esq., Business Department, Philadelphia
     Office

These associates have been promoted to partner:

  -- James E. Goodrich, Esq., Real Estate Department, Baltimore
     Office
  -- Joel C. Hopkins, Esq., Business Department, Harrisburg Office
  -- Amy S. Kline, Esq., Litigation Department, Philadelphia
     Office
  -- Gary H. Leibowitz, Esq., Bankruptcy and Restructuring
     Department, Baltimore Office

"It is with great pleasure that I welcome 10 of our colleagues
into Saul Ewing's partnership," said David S. Antzis, Managing
Partner. "Some of them are 'homegrown,' while others are laterals
who have integrated themselves beautifully into the firm.  All of
them are exceptional lawyers and the kind of people we are proud
to call our partners."

                         About Saul Ewing

Saul Ewing LLP -- http://www.saul.com/-- is a full service law
firm with 275 lawyers in nine offices in Pennsylvania, Maryland,
New Jersey, Delaware, New York and the District of Columbia.  The
firm serves businesses throughout the United States and
internationally, including recognizable names in corporate
America, exciting start-ups and an array of closely held and
privately held companies, as well as nonprofits, governmental and
educational entities.  Saul Ewing's departments include, among
others, bankruptcy and restructuring, business, environmental,
litigation, and real estate.


* S&P Downgrades Ratings on 74 Certificates from 10 Issuers
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 74
classes of mortgage pass-through certificates from 34 series
issued by 10 issuers.  S&P placed nine of the 74 lowered ratings
on CreditWatch with negative implications and removed four from
CreditWatch negative; one remains on CreditWatch negative.  In
addition, S&P placed five additional ratings on CreditWatch
negative.  Lastly, S&P affirmed its ratings on 175 other
certificates from the various transactions.

The lowered ratings and negative CreditWatch placements reflect
current or projected credit enhancements levels that were not
sufficient to support the certificates at the previous rating
levels as of the December 2007 remittance period.  Twenty of the
downgraded classes have experienced realized losses and the
ratings were lowered to 'D'.  All of these transactions have
been reviewed within the past 12 months and continue to adversely
perform.  The monthly net losses continue to regularly outpace
monthly excess interest for most of the past 12 remittance periods
on all 34 transactions.

Available credit support continues to erode, while the loss
projections due to the delinquency pipeline do not seem favorable
to these transactions.  Overcollateralization was below its target
for all of the affected deals as of the December 2007 remittance
period and has been completely eroded for 20 of the 34 deals
affected.  As of December 2007, these deals had seasoned between
26 (Aegis Asset Backed Securities Trust 2005-5) and 84 months
(Long Beach Mortgage Loan Trust 2000-1).

The affirmations reflect sufficient credit support percentages to
support the current ratings as of the December 2007 remittance
period.

The underlying collateral for all of the affected transactions in
this review consists of subprime mortgage loans with the exception
of Morgan Stanley Dean Witter ABS Capital I Inc. Trust 2003-SD1,
which is backed by referforming mortgage loans.

                         Ratings Lowered

               Aegis Asset Backed Securities Trust

                                         Rating
                                         ------

      Series      Class             To             From
      ------      -----             --             ----

      2003-2      M2                BBB            A
      2004-1      M3                BB             BBB
      2005-5      B7                D              CCC

                             C-BASS
              Mortgage Loan Asset-Backed Certificates

                                         Rating
                                         ------

      Series      Class             To             From
      ------      -----             --             ----

      2004-CB8    B-4               B-             BB
      2005-CB2    B-5               B              BB

                     Fremont Home Loan Trust

                                         Rating
                                         ------

      Series      Class             To             From
      ------      -----             --             ----

      2004-3      M-9               B              A-
      2004-3      M-10              CCC            B-
      2005-1      B-2               CCC            B
      2005-1      B-3               D              CCC

                           GSAMP Trust

                                        Rating
                                        ------

      Series      Class             To             From
      ------      -----             --             ----

      2004-SEA2   M-2               BBB-           A
      2004-SEA2   M-4               CCC            B-
      2004-SEA2   M-5               D              CCC

                      Home Equity Asset Trust

                                         Rating
                                         ------

      Series      Class             To             From
      ------      -----             --             ----

      2002-1      B-1               D              CCC
      2002-2      B-1               D              CCC
      2002-3      M-1               BBB-           A
      2002-3      M-2               CCC            B
      2002-4      M-2               BB             BBB-
      2002-5      M-2               BB             BBB-
      2003-1      M-3               BBB-           A
      2003-1      B-1               CCC            B
      2003-2      M-3               B-             BB
      2003-2      B-1               D              CCC
      2003-3      M-3               B-             BB-
      2003-3      B-2               D              CCC
      2003-4      B-2               CCC            B
      2003-7      B-1               B              BB
      2003-7      B-2               CCC            B
      2003-7      B-3               D              CCC

                  Long Beach Mortgage Loan Trust

                                        Rating
                                        ------

      Series      Class             To             From
      ------      -----             --             ----

      2000-1      M-2               D              CCC
      2003-1      M-4               D              CCC

              Morgan Stanley ABS Capital I Inc. Trust

                                         Rating
                                         ------

     Series      Class             To             From
     ------      -----             --             ----

     2003-HE1    B-1               BB             BBB+
     2003-HE1    B-2               B              BB
     2003-HE1    B-3               CCC            B
     2003-SD1    B-1               CCC            B
     2004-NC2    B-3               B-             BB
     2004-NC2    B-4               CCC            B
     2004-HE1    M-3               BBB+           A-
     2004-HE1    B-1               BB             BBB+
     2004-HE1    B-2               B              BB
     2004-HE1    B-3               CCC            B

       Morgan Stanley Dean Witter Capital I Inc. Trust

                                        Rating
                                        ------

      Series      Class             To             From
      ------      -----             --             ----

      2002-AM3    B-2               D              CCC
      2002-NC2    B-1               D              CCC
      2002-NC5    B-2               D              CCC
      2002-OP1    M-2               CCC            B
      2002-OP1    B-1               D              CCC
      2003-NC3    B-3               CCC            B

          People's Choice Home Loan Securities Trust

                                         Rating
                                         ------

       Series      Class             To             From
       ------      -----             --             ----

       2004-1      M-6               B              BBB
       2004-1      M-7               CCC            B
       2004-1      B-1               D              CCC

                   Saxon Asset Securities Trust

                                          Rating
                                          ------

       Series      Class             To             From
       ------      -----             --             ----

       2001-3      B                 D              CCC

                    Terwin Mortgage Loan Trust

                                           Rating
                                           ------

       Series      Class             To             From
       ------      -----             --             ----

       2005-4HE    B-6               D              CCC
       2005-6HE    B-4               CCC            B
       2005-6HE    B-6               D              CCC
       2005-10HE   B-1               BBB-           A-
       2005-10HE   B-2               BB             BBB+
       2005-10HE   B-3               B+             BBB
       2005-10HE   B-4               B              BB
       2005-10HE   B-5               CCC            B
       2005-10HE   B-6               D              CCC
       2005-10HE   B-7               D              CCC

      Ratings Lowered and Placed on CreditWatch Negative

                     Fremont Home Loan Trust

                                           Rating
                                           ------

       Series      Class             To               From
       ------      -----             --               ----

       2004-3      M-8               BB/Watch Neg     A
       2005-1      B-1               BB-/Watch Neg    BB+

                     Home Equity Asset Trust

                                            Rating
                                            ------

       Series      Class             To               From
       ------      -----             --               ----

       2003-2      M-2               BBB-/Watch Neg   A+
       2003-3      M-2               BB-/Watch Neg    BBB-
       2003-4      M-3               BBB+/Watch Neg   A-
       2003-4      B-1               BB/Watch Neg     BBB-

              Morgan Stanley ABS Capital I Inc. Trust

                                            Rating
                                            ------

       Series      Class             To               From
       ------      -----             --               ----

       2004-NC2    B-2               BB-/Watch Neg    BBB

          Morgan Stanley Dean Witter Capital I Inc. Trust

                                            Rating
                                            ------

       Series      Class             To               From
       ------      -----             --               ----

       2003-SD1    M-2               BB+/Watch Neg    A

             People's Choice Home Loan Securities Trust

                                            Rating
                                            ------

       Series      Class             To               From
       ------      -----             --               ----

       2004-1      M-5               BBB-/Watch Neg   A-

     Ratings Lowered and Removed from CreditwWatch Negative

                      Home Equity Asset Trust

                                        Rating
                                        ------

    Series      Class             To              From
    ------      -----             --              ----

    2002-1      M-2               BB              BBB/Watch Neg
    2002-2      M-2               BB              BBB/Watch Neg

                 Long Beach Mortgage Loan Trust

                                         Rating
                                         ------

    Series      Class             To              From
    ------      -----             --              ----

    2003-1      M-3               B-              BB/Watch Neg

                  Saxon Asset Securities Trust

                                         Rating
                                         ------

     Series      Class             To              From
     ------      -----             --              ----

     2001-3      M-2               CCC             BB/Watch Neg

     Ratings Lowered and Remaining on CreditWatch Negative

         Morgan Stanley Dean Witter Capital I Inc. Trust

                                        Rating
                                        ------

    Series      Class             To              From
    ------      -----             --              ----

    2003-NC3    B-2               BB/Watch Neg    BBB/Watch Neg

               Ratings Placed on CreditWatch Negative

                             C-BASS
               Mortgage loan asset-backed certificates

                                         Rating
                                         ------

      Series     Class             To               From
      ------     -----             --               ----

      2004-CB8   B-3               BBB/CW Neg       BBB

                     Fremont Home Loan Trust

                                         Rating
                                         ------

      Series     Class             To               From
      ------     -----             --               ----

      2004-3     M-7               A+/Watch Neg     A+
      2005-1     M-9               BBB-/Watch Neg   BBB-

         Morgan Stanley Dean Witter Capital I Inc. Trust
                                         Rating
                                         ------

      Series     Class             To               From
      ------     -----             --               ----

      2002-OP1   M-1               A/Watch Neg      A

                    Saxon Asset Securities Trust

                                   Rating
                                   ------

      Series     Class             To               From
      ------     -----             --               ----

      2001-3     M-1               AA/Watch Neg     AA

                         Ratings Affirmed

               Aegis Asset Backed Securities Trust

       Series     Class                            Rating
       ------     -----                            ------

       2003-2     M1                               AA
       2003-2     B                                CCC
       2004-1     M1                               AA
       2004-1     M2                               A
       2004-1     B1                               B
       2004-1     B2, B3                           CCC
       2005-5     IA1, IA2, IA3, IA4, IIA, M1      AAA
       2005-5     M2, M3                           AA+
       2005-5     M4                               AA
       2005-5     M5                               A+
       2005-5     M6                               BBB
       2005-5     B1, B2                           BB
       2005-5     B3, B4                           B
       2005-5     B5, B6                           CCC

                             C-BASS
                  Mortgage loan asset-backed certs

        Series     Class                         Rating
        ------     -----                         ------

        2004-CB8   AV-1, AF-2, AF-3, AF-4        AAA
        2004-CB8   M-1                           AA
        2004-CB8   M-2, M-3                      A
        2004-CB8   B-1                           A-
        2004-CB8   B-2                           BBB+
        2005-CB2   M-1                           AA
        2005-CB2   M-2                           A
        2005-CB2   M-3                           A-
        2005-CB2   B-1                           BBB+
        2005-CB2   B-2                           BBB
        2005-CB2   B-3                           BBB-
        2005-CB2   B-4                           BB+

                     Fremont Home Loan Trust

        Series     Class                          Rating
        ------     -----                          ------

        2004-3     M-1, M-2, M-3, M-4             AA+
        2004-3     M-5                            AA
        2004-3     M-6                            AA-
        2005-1     M-1                            AA+
        2005-1     M-2                            AA
        2005-1     M-3                            AA-
        2005-1     M-4                            A+
        2005-1     M-5                            A
        2005-1     M-6                            A-
        2005-1     M-7                            BBB+
        2005-1     M-8                            BBB

                           GSAMP Trust

        Series     Class                        Rating
        ------     -----                        ------

        2004-SEA2  A-1, A-2A, A-2B, M-1         AAA
        2004-SEA2  M-3                          B

                     Home Equity Asset Trust

        Series     Class                         Rating
        ------     -----                         ------

        2002-1     A-2, A-3, A4                  AAA
        2002-1     M-1                           AA+
        2002-2     A-2, A-3, A-4                 AAA
        2002-2     M-1                           AA+
        2002-3     A-2, A-4, A-5                 AAA
        2002-4     M-1                           AA+
        2002-4     B-1                           CCC
        2002-5     M-1                           AA
        2002-5     B-1                           CCC
        2003-1     M-1                           AA
        2003-1     M-2                           A+
        2003-1     B-2                           CCC
        2003-2     M-1                           AA
        2003-3     M-1                           AA
        2003-3     B-1                           CCC
        2003-4     M-1                           AA
        2003-4     M-2                           A
        2003-4     B-3                           CCC
        2003-7     A-2                           AAA
        2003-7     M-1                           AA
        2003-7     M-2                           A
        2003-7     M-3                           A-

                   Long Beach Mortgage Loan Trust

        Series     Class                         Rating
        ------     -----                         ------

        2000-1     AF-3, AF-4, AV-1              AAA
        2000-1     M-1                           B
        2003-1     M-2                           A

               Morgan Stanley ABS Capital I Inc. Trust

           Series     Class                Rating
           ------     -----                ------

           2003-HE1   M-1                  AA
           2003-HE1   M-2                  A
           2003-HE1   M-3                  A-
           2003-SD1   A-1, A-2             AAA
           2003-SD1   M-1                  AA
           2003-SD1   B-2                  CCC
           2004-NC2   M-1                  AA
           2004-NC2   M-2                  A
           2004-NC2   M-3                  A-
           2004-NC2   B-1                  BBB+
           2004-HE1   A-4                  AAA
           2004-HE1   M-1                  AA
           2004-HE1   M-2                  A

         Morgan Stanley Dean Witter Capital I Inc. Trust

          Series     Class                  Rating
          ------     -----                  ------

          2002-AM3   A-2, A-3                AAA
          2002-AM3   M-1                     AA
          2002-AM3   M-2                     A
          2002-AM3   B-1                     B
          2002-NC5   M-1                     AA+
          2002-NC5   M-2                     A+
          2002-NC5   M-3                     A
          2002-NC5   B-1                     CCC
          2003-NC3   M-1                     AA+
          2003-NC3   M-2                     A
          2003-NC3   M-3                     A-
          2003-NC3   B-1                     BBB+

            People's Choice Home Loan Securities Trust

          Series     Class                   Rating
          ------     -----                   ------

          2004-1     A-3, A-SIO              AAA
          2004-1     M-1                     AA
          2004-1     M-2                     AA-
          2004-1     M-3                     A+
          2004-1     M-4                     A
          2004-1     M-8                     CCC

                 Saxon Asset Securities Trust 2001-3

         Series     Class                      Rating
         ------     -----                      ------

         2001-3     AF-6, X-IO, AV-1           AAA

                     Terwin Mortgage Loan Trust

         Series       Class                   Rating
         ------       -----                   ------

         2005-4HE     A-1, S                  AAA
         2005-4HE     M-1                     AA+
         2005-4HE     M-2, M-3                AA
         2005-4HE     M-4                     A+
         2005-4HE     M-5                     A
         2005-4HE     B-1, B-2                BBB+
         2005-4HE     B-3                     BBB
         2005-4HE     B-4                     BB+
         2005-4HE     B-5                     B
         2005-6HE     A-1B, A-1C, S           AAA
         2005-6HE     M-1, M-2                AA+
         2005-6HE     M-3, M-4                AA
         2005-6HE     M-5, M-6                A+
         2005-6HE     B-1                     A
         2005-6HE     B-2                     BBB+
         2005-6HE     B-3                     BB
         2005-6HE     B-5                      CCC
         2005-10HE    A-1B, A-1C               AAA
         2005-10HE    M-1                      AA+
         2005-10HE    M-2, M-3                 AA
         2005-10HE    M-4                      AA-
         2005-10HE    M-5                      A+
         2005-10HE    M-6                      A


* BOOK REVIEW: Financial Planning for High Net Worth Individuals
----------------------------------------------------------------
Authors:    Richard H. Mayer and Donald R. Levy
Publisher:  Beard Books
Paperback:  428 pages
List Price: US$59.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982323/internetbankrupt

Financial Planning for High Net Worth Individuals by Richard H.
Mayer and Donald R. Levy is a comprehensive and authoritative
guide to the art and science of wealth management.

It is a source book that wealth management advisers can turn to
when looking for in-depth answers.

Collected here are the insights of expert advisers, presented in a
thoughtful and thorough manner on the vital aspects of financial
management.

This book is for high net worth individuals as well as for every
serious wealth management professional.

Richard H. Mayer, Chartered Life Underwriter, Registered
Investment Advisor.  Mr. Mayer has more than 40 years of
experience in the insurance industry where he specializes in
advising high net worth individuals and in developing executive
compensation plans.

Donald R. Levy, JD, MBA, is an attorney and benefits consultant.
Mr. Levy has authored or edited a number of books including the
Research Institute of America Answer Book, Executive Compensation
Treatise, 403(b) Answer Book, Guide to Cash Balance Plans, Quick
Reference Guide to IRAs, and the State-by-State Guide to Managed
Care Law.

                             *********

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

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

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

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

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

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

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

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

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

Copyright 2008.  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 ***