T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, February 12, 2008, Vol. 12, No. 36

                             Headlines

AFC AUTOMOBILE: Section 341(a) Meeting Scheduled for February 14
AFSANEH EMAMI: Voluntary Chapter 11 Case Summary
ALCATEL-LUCENT: Posts EUR2.58 Bil. Net Loss in Qtr. Ended Dec. 31
ALLEGHENY ENERGY: Earns $110.4 Million for Quarter Ended Dec. 31
AMERICAN PACIFIC: Earns $2.9 Million in Fiscal 2008 First Quarter

AMP'D MOBILE: Can Hire WM, Quinn & Mosaic as Liquidation Advisors
APARTMENT INVESTMENT: Posts $26.6MM Net Loss in Qtr. Ended Dec. 31
APOLLO PLASTIC: Sale of Stores Settles Breach-of-Contract Lawsuit
ASARCO LLC: Judge Schmidt Defers Ruling on Examiner Request
ASARCO LLC: Court Extends Exclusive Plan-Filing Period to April 11

ASARCO LLC: Grupo Mexico Says No to Sale of Assets
ASAT HOLDINGS: Receives Nasdaq Securities Delisting Notice
ATHERTON-NEWPORT: Files Schedules of Assets and Liabilities
ATHERTON-NEWPORT: Can Hire Jeffer Mangels as Gen. Reorg. Counsel
ATHERTON-NEWPORT: Section 341(a) Meeting Slated for February 20

BELO CORP: Completes Newspaper Businesses Spin-off into AH Belo
BELO CORP: Fitch Holds Ratings After Newspaper Businesses Spin-Off
BUILDERS FIRSTSOURCE: Expects $0.6/Share Net Loss in Fourth Qtr.
CALIFORNIA STEEL: Posts $12 Mil. Net Loss in Quarter Ended Dec. 31
CALIFORNIA MUNICIPAL: Fitch Assigns 'BB+' Rating on $23.22MM Bonds

CAMPBELL RESOURCES: Swaps $1.8MM Unit with $700,000 Loan Facility
CASS PLASTICS: Case Summary & 11 Largest Unsecured Creditors
CHARLES BERG: Case Summary & 20 Largest Unsecured Creditors
COINSTAR INC: Agrees With Wal-Mart to Expand Coinstar Centers
COINSTAR INC: S&P Changes Outlook to Positive on Wal-Mart Contract

COPYBOY PUBLICATIONS: Case Summary & 10 Largest Unsec. Creditors
CORINTHIAN CUSTOM HOMES: Voluntary Chapter 11 Case Summary
CRYSTAL US: Moody's Reviews Low-B Ratings for Possible Upgrade
CYBERCARE INC: Cast-Crete Files Amended Disclosure Statement
CYBERCARE INC: Amended Disclosure Statement Hearing Set on Feb. 27

DANA CORP: Newco Gets 'BB-' Rating from S&P After Chapter 11 Exit
DECKER COLLEGE: Settlement Releases Students from Loan Obligations
DOLE FOOD: Fitch Considers Banana Tariff Policy Ruling Favorable
ENERGY SAVINGS: Dec. 31 Balance Sheet Upside Down by $221.9 Mil.
EXPEDIA INC: Earnings Drop to $65MM in Quarter Ended December 31

FBR CAPITAL: Plans to Cut 10% of Workforce Over Market Challenges
FEDERAL-MOGUL: Insurers, et al., Oppose Plan A Modifications
FEDERAL-MOGUL: Mesothelioma Claimants Support Plan A Modifications
FIRST MAGNUS: Court Orders Executives to Appear for Deposition
FIRST MAGNUS: Pima Country Insists Property Taxes Be Paid in Full

FIRST MAGNUS: WaMu to Reserve Rights to Object Terms of Plan
FIRST MAGNUS: Provides 2nd Ballot Report Amid Various Objections
FIRST FRANKLIN: Fitch Junks Ratings on Seven Certificate Classes
FOREST LAKE: Court-Appointed Receiver May File for Bankruptcy
FORGE ABS: Moody's Junks Seven Ratings on Eroding Credit Quality

FORTUNOFF: Section 341(a) Meeting Slated for February 27
FORTUNOFF: U.S. Trustee Forms Nine-Member Creditors' Committee
FORTUNOFF: Final Hearing on Plea to Pay Insurance Set for Feb. 28
FREESCALE SEMICONDUCTOR: Chief Executive Michel Meyer to Step Down
FREESCALE SEMICONDUCTOR: Moody's Rating Unmoved by CEO's Stepdown

GAMESTOP CORP: Board Approves Up to $130 Mil. Bond Buyback Program
GAMESTOP CORP: S&P Assigns Positive Outlook; Keeps BB Corp. Rating
GENERAL MOTORS: Paying $0.25 First Quarter Dividend on March 10
GENERAL MOTORS: Invests $69 Million in Ohio Diesel Engine Plant
HARRAH'S ENT: Issues $6.3 Billion Aggregate Senior Secured Notes

HARRY & DAVID: Earns $65.9 Million in Fiscal 2008 Second Quarter
HCA INC: Dec. 31, 2007 Balance Sheet Upside Down by $10.5 Billion
HINES HORTICULTURE: S&P Withdraws 'CCC+' Corporate Credit Rating
HOLLEY PERFORMANCE: Files Prepackaged Ch. 11 Petition in Delaware
HOLLEY PERFORMANCE: Case Summary & 100 Largest Unsecured Creditors

IDR INVESTMENT: Case Summary & Eight Largest Unsecured Creditors
INPHONIC INC: Court Approves Change of Name to SN Liquidation
INPHONIC INC: Files Schedules of Assets and Liabilities
INTERNATIONAL COAL: Incurs $16 Mil. Net Loss for 2007 Fourth Qtr.
INTERNATIONAL PAPER: Earnings Drop to $327MM in Qtr. Ended Dec. 31

IOWA TELECOM: Agrees to Buy Bishop Communications for $43.9 Mil.
IOWA TELECOM: Moody's Says $44MM Bishop Deal Won't Affect Profile
IOWA TELECOM: S&P Says Ratings Unaffected by Merger With Bishop
IRWIN HOME: Fitch Chips Rating on $1.7MM Class 2B-1 Certs. to BB
JOHN WALSHE: Case Summary & Eight Largest Unsecured Creditors

KNOLL INC: Earnings Up to $20.7MM in Quarter Ended December 31
LEVEL 3 COMMS: Reports $91 Mil. Net Loss for 2007 Fourth Quarter
LINTON PROPERTIES: Case Summary & 12 Largest Unsecured Creditors
LUIGI SINAPI: Voluntary Chapter 11 Case Summary
MACKLOWE PROPERTIES: Receives Notice of Default Yesterday

MARSHA ANN BEARD: Case Summary & 16 Largest Unsecured Creditors
MAXJET AIRWAYS: Court Approves Arent Fox as Committee Counsel
MAXJET AIRWAYS: Can Hire Pachulski Stang as Bankruptcy Co-Counsel
MAXJET AIRWAYS: Gets Court OK to Employ Pillsbury as Co-Counsel
MAXJET AIRWAYS: Filing of Schedules Extended to February 19

MGM MIRAGE: Reports Preliminary 2007 Fourth Quarter Expectations
MICHAEL LAM: Case Summary & 14 Largest Unsecured Creditors
M/I HOMES: Posts $68.5 Million Net Loss in 2007 4th Quarter
NATIONAL FOOT: Court Sets June 14 Claims Bar Date
NEW YORK RACING: Says No to Allowance of New York City's Tax Claim

NUTRITIONAL SOURCING: Wants Until May 2 to File Chapter 11 Plan
NUTRITIONAL SOURCING: Empresas Bids $26.5 Mil. for De Diego Assets
OKLAHOMA POP: Case Summary & 16 Largest Unsecured Creditors
PANTRY INC: Earns $3.2 Million in First Quarter Ended Dec. 27
PATHMARK STORES: Moody's Withdraws Caa1, Caa22 Ratings

PIERRE FOODS: Cuts 153 Jobs w/ Cedartown, Georgia Plant Shutdown  
PLASTECH ENGINEERED: Trustee Appoints 7-Member Creditors Panel
PLASTECH ENGINEERED: Court Gives Interim Nod to DIP Financing
PLASTECH ENGINEERED: Reaches $23 Million Deal w/ Major Customers
PLASTECH ENGINEERED: Wants to Use Lenders' Cash Collateral

POOL & SPA: Case Summary & 17 Largest Unsecured Creditors
PACIFIC EDUCATION: Case Summary & Five Largest Unsecured Creditors
QUEBECOR WORLD: Moody's Rates US$1-Bln DIP Facilities Ba2 & Ba3
REYNOLDS AMERICAN: Earnings Rise to $297MM in Qtr. Ended Dec. 31
RICHARD DEMONBREUN: Case Summary & 20 Largest Unsecured Creditors

ROBERT OLSON: Case Summary & 3 Largest Unsecured Creditors
ROGER COLE: Case Summary & 19 Largest Unsecured Creditors
ROSA PARDO: Case Summary & 16 Largest Unsecured Creditors
SALANDER-O'REILLY: U.S. Trustee Opposes CRO Retention
SCO GROUP: Gets Court OK to File Chapter 11 Plan Until May 11

SIRVA INC: Asks Court to Employ KCC as Claims Agent
SIRVA INC: Asks Court to Employ TS&S as Conflicts Counsel
SOLOMON TECH: To Issue 1.5 M Shares in Lieu of Redemption Payment  
SPACEHAB INC: Secures $6 Million Credit Facility from Green Bank
SPIRIT AEROSYSTEMS: Earns $76 Million in 2007 Fourth Quarter

SUBURBAN PROPANE: Earns $85.4 Million in Fiscal 2008 1st Quarter
SUBURBAN PROPANE: Declares Quarterly Distribution of $0.7625
SUMMER STREET: Moody's Junks Ratings on Six Classes of Notes
SUNCAL COMPANIES: Gets Default Notice Demanding Sale by Feb. 27
TOUSA INC: Gets Interim OK for Kirkland & Ellis as Lead Counsel

TOUSA INC: Gets Interim OK for Berger Singerman as Florida Counsel
TOUSA INC: Court Nods on Kurtzman Carson as Notice & Claims Agent
TOUSA INC: Noteholders Dispute Prepetition Lenders' Claims
TRIBUNE CO: S&P Puts 'B' Rating on CreditWatch Negative
UNIT 44: Case Summary & Seven Largest Unsecured Creditors

VALERO ENERGY: Moody's Reviews Low-B Ratings for Likely Upgrade
VESTA INSURANCE: FSIA Disclosure Statement Hearing Set Feb. 13
VESTA INSURANCE: FSIA Objects to $1.57M Claim by Computer Science
VESTA INSURANCE: Gaines Plan Trustee Asks SG/SPV PACT Approval
WHOLE FOODS: Moody's Attaches Ba1 Rating on $700 Mil. Secured Loan

WICKES FURNITURE: Gets Interim OK to Borrow $30MM & Use Collateral
WICKES FURNITURE: Wants Bid Procedures for Assets Sale Approved
WICKES FURNITURE: Taps FTI's Buenzow as Restructuring Officer
WICKES FURNITURE: Can Employ Epiq Bankruptcy as Claims Agent
WINDSTREAM CORP: Board Approves $400 Million Share Repurchase Plan

WINDSTREAM CORP: Earns $583.6 Mil. for Quarter Ended Dec. 31, 2007
WINDSTREAM CORP: Moody's Holds Ba2 Rating on $400MM Stock Buyback
WINDSTREAM CORP: Fitch Rating Unmoved by $400M Stock Buyback Plan
YRC WORLDWIDE: Denies Report on Combining Yellow Trans and Roadway
YRC WORLDWIDE: To Close 27 Centers and Cut 1,100 Jobs at USF Units

* Fitch Says Problems in Private Mortgage Insurance to Continue
* Moody's Comments on Stimulus Plan Impact on US Pay TV Industry
* Moody's Records 2007 Low Default Rates; Sharp Rise Expected
* Moody's and S&P Trying to Patch Up Torn Credibility
* S&P Downgrades 63 Tranches' Ratings From 10 Cash Flows and CDOs

* SEC Plans to Require Rating Firms to Disclose Past Performance
* Outreach Housing Helps 'In-Default' Homeowners Sue Lenders

* Barbara Hart & Anne Penachio Join Lowey Dannenberg
* McDermott Launches Subprime & Credit Markets Practice Group

* Large Companies with Insolvent Balance Sheets

                             *********

AFC AUTOMOBILE: Section 341(a) Meeting Scheduled for February 14
----------------------------------------------------------------
The U.S. Trustee for Region 4 will convene a meeting of A.F.C.
Automobile Receivables Funding II LLC and its debtor-affiliate's
creditors on Feb. 14, 2008, at 2:00 p.m., at the Office of the
U.S. Trustee, Room 625, Federal Building, 200 Granby Street, in
Norfolk, Virginia.

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

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Virginia Beach, Virginia-based A.F.C. Automobile Receivables
Funding II LLC, and its affiliate Auto Finance Co. LLC filed for
Chapter 11 protection on Jan. 15, 2008 (Bankr. E.D. Va. Case Nos.
08-70140 and 08-70139).  Michael Gregory Wilson, Esq., at Hunton &
Williams LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, AFC Automobile listed estimated assets and debts of $10
million to $50 million, while Auto Finance listed estimated assets
and debts of $1 million to $10 million.


AFSANEH EMAMI: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Afsaneh Emami
        aka Allison Emami
        aka Afsaneh Ewilliams
        563 Ranch Trail, Suite 220
        Irving, TX 75063

Bankruptcy Case No.: 08-30723

Chapter 11 Petition Date: February 8, 2008

Court: Northern District of Texas (Dallas)

Judge: Barbara J. Houser

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

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

The Debtor did not submit a list of largest unsecured creditors.


ALCATEL-LUCENT: Posts EUR2.58 Bil. Net Loss in Qtr. Ended Dec. 31
-----------------------------------------------------------------
Alcatel-Lucent reported financial results for three months and
year ended Dec. 31, 2007.  In accordance with regulatory reporting
requirements, the fourth quarter 2007 and the full year 2007
reported results include the non-cash impacts from purchase price
allocation entries after the merger of Alcatel with Lucent
Technologies.

For the fourth quarter 2007, Alcatel-Lucent's reported net loss
was EUR2.58 billion including an impairment charge of
EUR2.52 billion.

For the full year 2007, Alcatel-Lucent's reported net loss was
EUR3.52 billion including an impairment charge of EUR2.94 billion
and a restructuring charge of EUR856 million.

"This quarter, we delivered solid year-over-year revenue growth of
18.4% with the strongest performance in the carrier and services
businesses," Patricia Russo, CEO commented.  "These results
reflect the strengthening of our position in IP and optics, a
recovery of our GSM business and the ramp up of WCDMA."

"As we have said, 2007 was a transition year for the company as we
executed our integration plans in a difficult market environment,"
Ms. Russo added.  "Notwithstanding these challenges, the
performance of our wireline, enterprise and services business has
been solid.  On the other hand, the slower-than-expected ramp up
of revenues in WCDMA and NGN/IMS, two areas in which we have been
investing, has severely impacted profitability."

         Balance Sheet, Pension Status and Dividend Policy

The net debt/cash position was EUR271 million as of Dec. 31, 2007,
compared with EUR124 million as of Sept. 30, 2007.  The funded
status of pensions and other post retirement benefits amounted to
EUR2,806 million at year-end 2007, up from EUR2,436 million as of
Sept. 30, 2007.  

As part of the management of its funds, the group reduced its
exposure to equity markets in November 2007.  As of Dec. 31, 2007,
the asset allocation of the group's funds were: (i) 20% in equity
securities; and (ii) 60% in bonds and 20% in alternatives.
This compares to 36%, 48% and 16% as of Dec. 31, 2006.

In light of these results and of a more uncertain market outlook,
the board has determined that it is prudent to suspend dividend
payment for 2007.

                      About Alcatel-Lucent
  
Headquartered in Paris, Alcatel Lucent -- http://www.alcatel-
lucent.com/ -- (NYSE:ALU) fka Alcatel, provides solutions that
enable service providers, enterprises and governments, to deliver
voice, data and video communication services to end users.  It
offers end-to-end solutions that enable communications services
for residential, business and mobile customers. It has operations
in more than 130 countries Alcatel-Lucent is organized around
three business groups and four geographic regions.  The Wireless,
Wireline and Convergence groups, which make up the Carrier
Business Group, are dedicated to serving the needs of the world's
service providers.  The Enterprise Business Group focuses on
meeting the needs of business customers.  The Services Business
Group designs, deploys, manages and maintains networks worldwide.
The Company's geographic regions are Europe and North, Europe and
South, North America, and Asia-Pacific.

                           *     *     *

Moody's Investor Service placed Alcatel-Lucent's probability of
default rating at 'Ba2' in March 2007.  The rating still holds
today with a stable outlook.


ALLEGHENY ENERGY: Earns $110.4 Million for Quarter Ended Dec. 31
----------------------------------------------------------------
Allegheny Energy Inc. reported net income of $110.4 million for
the three months ended Dec. 31, 2007, compared to $64.6 million of
2006 fourth quarter.  For the 2007 fiscal year ended Dec. 31, net
income is $412.2 million compared to fiscal year 2006 at
$319.3 million.

For the 2007 fourth quarter, operating revenues are $786.3 million
compared tothe fourth quarter of 2006 at $736.9 million.  

For the full fiscal year ended Dec. 31, 2007, operating revenues
were $3.3 billion, compared to $3.1 billion of the previous fiscal
year.

Operating revenues increased by $49.4 million compared to the
fourth quarter of 2006, reflecting higher market prices, higher
generation rates in Pennsylvania and increased retail sales,
partially offset by lower generation output, reflecting unplanned
outages at power plants.

Fuel expense increased by $20.5 million, reflecting higher coal
prices.

Purchased power and transmission expense increased by
$14.9 million, primarily due to increased purchases of energy and
associated services from third parties and increased PURPA
generation purchases.

Deferred energy cost decreased by $6.4 million, largely due to a
change in Maryland PURPA generation costs and West Virginia fuel
and energy costs that are recovered in rates.

Operations and maintenance expense increased by $2.8 million,
primarily due to increased special maintenance expense at power
plants.

Taxes other than income taxes increased by $9.9 million.  Results
for the fourth quarter of 2006 benefited from a decrease in
reserves related to an audit settlement in 2006.

Income taxes, excluding the effects of the Merrill Lynch
litigation settlement, decreased by $6.3 million, largely due to
the effect of audit settlements associated with open tax positions
in the fourth quarter of 2006.

                       About Allegheny Energy
  
Headquartered in Greensburg, Pennsylvania, Allegheny Energy Inc.
(NYSE: AYE) -- http://www.alleghenyenergy.com/-- owns and  
operates generating facilities and delivers electric service to
over 1.5 million customers in Pennsylvania, West Virginia,
Maryland and Virginia.

                         *      *      *

Moody's  Investor Service placed Allegheny Energy Inc.'s bank loan
debt rating at 'Ba1' in September 2007.  The rating still holds to
date with a stable outlook.


AMERICAN PACIFIC: Earns $2.9 Million in Fiscal 2008 First Quarter
-----------------------------------------------------------------
American Pacific Corporation reported Thursday financial results
for its first fiscal quarter ended Dec. 31, 2007.

The company reported net income of $2.9 million for the first
quarter ended Dec. 31, 2007, versus net income of $639,000 in the
comparable period in fiscal 2007.

Operating income increased 64.0% to $7.2 million compared to
$4.4 million.  Adjusted EBITDA improved to $12.4 million compared
to $9.7 million.

Revenues for the company's fiscal 2008 first quarter increased
34.0% to $46.9 million reflecting revenue growth from the
company's Specialty Chemicals and Fine Chemicals segments.

For the fiscal 2008 first quarter, cost of revenues was
$29.5 million compared to $22.0 million for the prior year first
quarter.  The consolidated gross margin percentage was 37.0% for
both periods.

For the fiscal 2008 first quarter, operating expenses increased
$1.7 million to $10.2 million from $8.5 million in the first
quarter of fiscal year 2007, primarily due to:

-- an increase in Specialty Chemicals segment operating expenses
    of $400,000 primarily due to environmental related costs and
    employee compensation.

-- an increase in Fine Chemicals segment operating expenses of
    $500,000 due to additional personnel costs, primarily
    recruiting and relocation expenses.
  
-- an increase in corporate operating expenses of $700,000 due to    
    a $600,000 increase in employee compensation and retirement
    benefit expenses and a $300,000 increase in Sarbanes-Oxley
    compliance costs, offset somewhat by numerous other minor
    decreases in corporate perating expenses.

                 Capital and Liquidity Highlights

As of Dec. 31, 2007, the company had cash balances of
$38.2 million and no cash borrowings against its $20.0 million
revolving credit line.

Cash flows from operating activities during the fiscal 2008 first
quarter improved by $22.2 million compared to the prior fiscal
year first quarter.  Operating activities provided cash of
$18.2 million for the fiscal 2008 first quarter compared to a use
of cash of $4.0 million for the prior fiscal year first quarter.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$258.7 million in total assets, $182.5 million in total
liabilities, and $76.2 million in total stockholders' equity.

                      About American Pacific

Based in Las Vegas, American Pacific Corp. (Nasdaq: APFC) --
http://www.apfc.com/-- is a manufacturer of specialty and fine  
chemicals, as well as propulsion products sold to defense,
aerospace and pharmaceutical end markets.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating, on American Pacific Corp. to 'B+'
from 'B'.  At the same time, S&P raised its rating on the
company's existing senior unsecured notes due 2015 to 'B+' from
'B'.  The outlook is stable.


AMP'D MOBILE: Can Hire WM, Quinn & Mosaic as Liquidation Advisors
-----------------------------------------------------------------
Amp'd Mobile Inc. obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to employ William Morris Agency
LLC, Quinn Pacific, and Mosaic Capital LLC, as its liquidation
advisors in connection with efforts to sell, license, or liquidate
its intellectual property assets.

As liquidation advisors, each of WMA, QP and Mosaic is expected to
assist, advise and coordinate with the Debtor to sell the subject
IP Assets, including facilitating meeting and negotiations related
to an asset sale.  The Liquidation Advisors will help identify
buyers for all or part of the IP assets.

The Debtor will award particular levels of compensation to each of
the Liquidation Advisors if they succeed in their efforts to help
the Debtor locate a potential buyer or licensee of the IP Assets.

Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, related that the Debtor has negotiated
specific percentage advisory fee or commissions with each of the
Liquidation Advisors that would be payable upon approval and
closing of a specific transaction:

   A. WMA Fee Structure

      The Debtor will pay WMA a fee in an amount equal to
      4% of the total combined gross sale proceeds so long as
      the amount of the sale of the IP Assets exceeds
      $2,250,000 should a transaction occur with any entity
      listed on the WMA prospect list.  Additionally, WMA will
      be entitled to documented expense reimbursement of up to
      $8,500, which may be deducted from the Success Fee
      earned.  If a transaction be approved and close with
      an entity not specifically listed on the WMA prospect
      list, WMA's fee will be reduced to 3%.

   B. QP Fee Structure

      If a sale of the IP Assets occurs and the purchaser is
      listed on the QP prospect list, QP will be entitled to a
      flat fee of 10% of the transaction value.  No fee will be
      owed to QP if a transaction is closed with a buyer not in
      the QP prospect list.

   C. Mosaic Fee Structure

      The Debtor has agreed to pay Mosaic a fee in an amount
      equal to the greater of $250,000 or 5% of a transaction
      up to $20,000,000 if a transaction is completed with one
      of the prospects identified by Mosaic.  In the event that
      a transaction is completed in an amount more than
      $20,000,000, Mosaic will be entitled to a Fee of 7%.  In
      addition, Mosaic will be entitled to documented expense
      reimbursement of up to $15,000.  Only a transaction that
      is completed with prospects identified by Mosaic will
      result in a payment to the entity.

Mr. Yoder asserted that the proposed Success Fees is tied directly
to the value to be realized for the IP Assets, which in turn will
maximize the value of the Debtor's estate.

Kings Road Investments, the Debtor's secured lender, supported the
Debtor's request, according to Mr. Yoder.

Stuart R. Tenzer, senior vice president at William Morris,
assures the Court that his firm is a disinterested person as the
term is defined in Section 101(14) of the Bankruptcy Code.
Representatives of QP and Mosaic also relate that their firms
are disinterested persons.  The Liquidation Advisors maintain
that they do not have interests materially adverse to the
Debtor's interests.

                     About Amp'd Mobile Inc.

Headquartered in Los Angeles, California, Amp'd Mobile Inc. aka
Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual
network operator that provides voice, text and entertainment
content to subscribers who contract for cellular telephone
service. The company filed for chapter 11 protection on June 1,
2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq.,
Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard
Firm represent the Debtor in its restructuring efforts.  Attorneys
at Otterbourg, Steindler, Houston & Rosen, P.C. and Klehr,
Harrison, Harvey, Branzburg & Ellers, LLP, represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor listed total assets of $47,603,629 and total
debts of $164,569,842.  The Debtor's exclusive period to file a
plan expired on Sept. 29, 2007.  (Amp'd Mobile Bankruptcy News,
Issue No. 23; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).


APARTMENT INVESTMENT: Posts $26.6MM Net Loss in Qtr. Ended Dec. 31
------------------------------------------------------------------
Apartment Investment and Management Company reported net loss
attributable to common stockholders of $26.6 million for the
quarter ended Dec. 31, 2007, compared with net income attributable
to common stockholders of $66.1 million in the fourth quarter
2006.

Lower results in the fourth quarter 2007 were due to various items
including:
        
   -- lower gains on dispositions of real estate and other of
       $101 million;

   -- higher interest expense of $9 million; and

   -- real estate impairment charges of $6.6 million, which were
      partially offset by higher property net operating income of
      $15.1 million and higher activity and asset management
      revenues of $17.6 million.  

"Aimco had a solid 2007," Terry Considine, chairman and chief
executive officer commented.  "Property operating results improved
on a Same Store basis by 4.5%.  We invested more than $300 million
in value-adding redevelopments. A highlight of the quarter for our
asset management and transactions team was the formation of a
joint venture with a fund managed by J.P. Morgan Asset Management
to invest in certain Los Angeles properties.  Given the current
choppiness of the economy, we expect more moderate growth in
2008."

"During the fourth quarter 2007 and January 2008, Aimco
repurchased, on an accretive basis, approximately 8.5 million
shares of its Common Stock for approximately $302 million, or an
average price of $35.19 per share," Tom Herzog, chief financial
officer, added.  

Comparing Same Store results in the fourth quarter 2007 with the
fourth quarter 2006, total revenue increased $9.9 million, or 4%.
The increase in revenue was generated by higher average rent, up
$24 per unit, or 2.8%, from $862 per unit to $886 per unit, higher
occupancy, which was up 0.3% from 94.4% to 94.7%, and increased
utility reimbursements, up $2.2 million.

Same Store expenses of $105.5 million increased $5.6 million, or
5.7%, compared with the prior year period as a result of higher
payroll, marketing, insurance, contract services and utilities.
Same Store portfolio net operating income was $152.6 million for
the fourth quarter 2007, up 2.9% from the fourth quarter 2006.

                  Liquidity and Capital Resources
    
During the fourth quarter 2007, Aimco closed 28 property loans
generating gross proceeds of $398 million at a weighted average
interest rate of 6.24%.  This included refinancing $121.6 million
in existing mortgage loans, reducing the average interest rate
from 6.74% to 6.08%.

After repayment of existing property debt, transaction costs and
distributions to limited partners, Aimco's share of net proceeds
was $248.9 million.

As of Dec. 31, 2007, Aimco had $7.5 billion of consolidated debt
outstanding, which consisted of:

   -- $5.7 billion of fixed rate mortgage debt, which is non-
      recourse;
   -- $1.7 billion of floating rate property and corporate debt;
      and
   -- $75.1 million of other borrowings.  

In addition, Aimco had $100 million of floating rate preferred
stock outstanding.  Consolidated interest expense was $110.5
million for the fourth quarter 2007 compared with $101.5 million
for the fourth quarter 2006.  The $9 million increase in interest
expense is the result of higher balances on property debt, offset
by lower weighted average interest rates and higher capitalized
interest.

At Dec. 31, 2007, the company's balance sheet showed total
assets                           
of $10.61 billion, total liabilities of $8.86 billion and total
stockholders' equity of $1.75 billion.

                         Share Repurchase

During the fourth quarter 2007, Aimco repurchased approximately
4 million shares of its Class A Common Stock at an average price
of $37.28 per share for a total cost of $150.4 million, bringing
full-year 2007 common stock repurchases to 7.5 million shares at
an average price of $43.70 per share for a total cost of
$325.8 million.

During the month of January 2008, Aimco repurchased approximately
4.5 million shares of its Class A Common Stock at an average price
of $33.33 per share for a total cost of $151.2 million. Since
Aimco began repurchasing shares during the third quarter 2006, the
company has repurchased approximately 14.3 million shares, or
approximately 14.7% of shares outstanding on July 31, 2006, at an
average price of $41.79 per share for a total cost of
$597.3 million.

On Jan. 29, 2008, the Aimco board of directors increased the
company's existing share repurchase authorization by 25 million
shares.  The company is authorized to repurchase approximately
28.7 million additional shares.  Repurchases may be made from time
to time in the open market or in privately negotiated
transactions.

Aimco issued approximately 4.6 million shares of its Class A
Common Stock on Jan. 30, 2008, in connection with the payment of
the special dividend declared on Dec. 21, 2007.

        About Apartment Investment and Management Company
  
Based in Denver, Colorado, Apartment Investment and Management
Company (NYSE: AIV) -- http://www.aimco.com/-- is a real estate  
investment trust that owns and operates a geographically
diversified portfolio of apartment communities through 19 regional
operating centers.  Aimco, through its subsidiaries and
affiliates, is the largest owner and operator of apartment
communities in the United States with 1,194 properties, including
206,217 apartment units, and serves approximately 750,000
residents each year.  Aimco's properties are located in 47 states,
the District of Columbia and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 18, 2007,
Moody's Investors Service assigned a Ba1 corporate family rating
to Apartment Investment and Management Company, and affirmed the
REIT's preferred equity rating at Ba3.  The ratings outlook is
stable.


APOLLO PLASTIC: Sale of Stores Settles Breach-of-Contract Lawsuit
-----------------------------------------------------------------
Apollo West LLC, of Tukwila, Wash., bought Spokane-based Apollo
Plastics Inc.'s three stores on Feb. 1, Jeanne Gustafson of the
Spokane (Wash.) Journal of Business reports.

Apollo West bought Apollo Plastics' two retail Apollo Spas stores
in Spokane and one in Coeur d'Alene.  Kevin O'Rourke, Apollo
Plastics' bankruptcy attorney said the agreement resolves a
$970,000 judgment in favor of Apollo West following a breach-of-
contract lawsuit.  Apollo Plastics supplied spas to Apollo West.

The amount owed to Apollo West in the breach-of-contract suit
represents Apollo Plastics' largest unsecured debt when the
company filed for Chapter 11 bankruptcy last fall.  

Mr. O'Rourke says Apollo Plastics still is considering whether to
submit the sale agreement to the U.S. Bankruptcy Court to be
considered as part of a reorganization plan.  Alternatively, if
may seek a dismissal of the bankruptcy case.

Apollo Plastics operates a manufacturing plant in Spokane Valley
in addition to the three stores bought by Apollo West.  The
company listed assets of $800,000 and debts of $1.8 million during
its bankruptcy filing, according to the report.


ASARCO LLC: Judge Schmidt Defers Ruling on Examiner Request
-----------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas postponed, to a later date, his
ruling on Asarco Inc.'s request to appoint a Chapter 11 examiner
in ASARCO LLC and its debtor-affiliates' Chapter 11 cases.

Asarco Inc.'s request was originally set to be heard by the Court
last Feb. 8, 2008.

According to the Associated Press, Judge Schmidt said in a recent
hearing that the Bankruptcy Code appears to require him to direct
the U.S. Trustee to name an examiner whether he wants one or not.  
"Exactly what the examiner would do, is up to [the U.S. Trustee],"
AP quotes Judge Schmidt.

In a separate court filing, Wilmington Trust Company, as
successor Indenture Trustee under an indenture dated Oct. 1, 1994,
joins ASARCO LLC's Official Committee of Unsecured Creditors'
opposition to the appointment of an examiner.

As reported in the Troubled Company Reporter on Feb. 8, 2008,
seven entities objected to Asarco Incorporated's request to
appoint a Chapter 11 examiner:

   1) ASARCO LLC and debtor-affiliates;

   2) Official Committee of Unsecured Creditors for ASARCO LLC;

   3) Official Committee of Unsecured Creditors for the Asbestos
      Subsidiary Debtors and Robert C. Pate, the Future Claims
      Representative;

   4) United Steel, Paper and Forestry, Rubber, Manufacturing,
      Energy, Allied Industrial and Service Workers International
      Union, AFL-CIO;

   5) The U.S. Government;

   6) Harbinger Capital Partners Master Fund I, Ltd., Harbinger
      Capital Partners Special Situations Fund, L.P., and
      Citigroup Global Markets, Inc.; and

   7) Wells Fargo Bank, N.A., as successor Indenture Trustee
      under an Indenture and Bankers Trust Company.

The Objecting Parties pointed out that it is Asarco Inc.'s fifth
attempt to take over the bankruptcy case of ASARCO LLC, and
another attempt to delay the Debtors' reorganization efforts.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/    
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Court Extends Exclusive Plan-Filing Period to April 11
------------------------------------------------------------------
The Honorable Richard S. Schmidt of the U.S. Bankruptcy Court for
the Southern District of Texas has extended, until April 11, 2008,
the period within which ASARCO LLC and its debtor-affiliates can
file a plan of reorganization, the Associated Press reports.

Judge Schmidt has not issued a written order on the extension
request as of February 11.

Harbinger Capital Partners Master Fund I, Ltd., Harbinger Capital
Partners Special Situations Fund, L.P., and Citigroup Global
Markets, Inc., opposed further extension of the Debtors'
exclusive periods.  The Objectors said they are planning to file
their own reorganization plan for ASARCO if the company fails to
file a plan by April 11.

Harbinger, who holds about two-thirds of the principal amount of
unsecured bonds and debentures issued by ASARCO LLC, told the
Court that it is one of the prospective buyers of ASARCO.  
However, according to Harbinger, ASARCO has ignored its
intention.

"Everything will move faster if the April 11 deadline becomes
final," Harbinger's counsel, Thomas Moers Mayer, Esq., at Kramer
Levin Naftalis & Frankel, LLP, in New York, told Judge Schmidt
during a hearing held February 8, AP relates.

Judge Schmidt declined the request, according to the AP.

Judge Schmidt said "he takes every request for an extension very
seriously," according to AP.  "ASARCO is aware that there
will be serious opposition if it comes back to court in April
without a plan," Judge Schmidt said as related by AP.

"Like anything else, they're going to have to get their ducks in
a row to get it extended beyond the 60 days," AP quotes Judge
Schmidt as saying.
  
The Official Committee of Unsecured Creditors of ASARCO and the
United Steelworkers filed papers with the Court saying they
support further 60-day extension of the Debtors' exclusive
periods.  The ASARCO Committee and the Union, however, ask the
Court to condition any subsequent extension on their consent.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/    
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Debtors' last exclusive plan-filing period expired on
Feb. 11, 2008.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Grupo Mexico Says No to Sale of Assets
--------------------------------------------------
Grupo Mexico, S.A. de C.V., the ultimate parent of ASARCO LLC and
its debtor-affiliates, objected to the Debtors' request to sell
their assets, Reuters reported.

As reported in the Troubled Company Reporter on Feb. 6, 2008, the
Debtors asked the Honorable Richard S. Schmidt of the U.S.
Bankruptcy Court for the Southern District of Texas to approve
uniform bidding procedures to govern the plan sponsor selection
process.  The Debtors related that they have reached an agreement
in principle with creditor constituents regarding the structure of
a plan of reorganization, which proposes to:

   (1) sell substantially all of the company's assets, and

   (2) resolve the company's contingent environmental and
       asbestos liabilities.

In March 2007, ASARCO presented to the Court a reorganization
plan exit process timeline to identify a plan sponsor and develop
a plan structure that maximizes the value of the assets of the
company's bankruptcy estate.  Since then, ASARCO and Lehman
Brothers, Inc., its financial advisors, have engaged in marketing
and due diligence program.

ASARCO and its creditor constituents are ready to move forward
with the plan sponsor selection process and implement procedures
that will achieve that end, the Debtors said.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/    
-- is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides the ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and $1
billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

The Court gave the Debtors until April 11, 2008 to file a plan of
reorganization.  (ASARCO Bankruptcy News Issue No. 66;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASAT HOLDINGS: Receives Nasdaq Securities Delisting Notice
----------------------------------------------------------
ASAT Holdings Limited received a Nasdaq Staff Determination letter
indicating that the company's market value of listed securities
has been below $35 million as required for continued inclusion
by Marketplace Rule 4320(e)(2)(B), and that its American
Depositary Shares are, therefore, subject to delisting.

The company was also notified by Nasdaq on Jan. 3, 2008 that it
does not comply with the minimum stockholders' equity of $2.5
million or net income from continuing operations of $500,000 in
the recently completed fiscal year or in two of the last three
recently completed fiscal years, which are also requirements for
continued listing on The Nasdaq Capital Market.

The company will request today, Feb. 12, 2008, an appeal hearing
before a Nasdaq Listing Qualifications Panel to avoid delisting
and expects to have a hearing date scheduled in 30 to 45 days.
During the appeal hearing process, the company's ADSs will remain
listed and traded on The Nasdaq Capital Market.

There can be no assurance that the Panel will grant the company's
request for continued listing.  If the company's ADSs are
ultimately delisted from The Nasdaq Capital Market, the company
expects that its ADSs will trade on the Over-the-Counter Bulletin
Board market.

In addition, the company disclosed that it had separately
received a Nasdaq letter on Jan. 3, 2008 stating that the
company's ADSs did not meet the minimum $1 per ADS requirement for
continued inclusion on The Nasdaq Capital Market as set forth in
Nasdaq Marketplace Rule 4320(e)(2)(E)(ii).  This requirement has
not been satisfied to date, and in accordance with the Rule the
company has until July 1, 2008, to regain compliance.

                  About ASAT Holdings Limited

Headquartered in Pleasanton, California, ASAT Holdings Limited
(Nasdaq: ASTT) -- http://www.asat.com/-- is a provider of
semiconductor package design, assembly and test services.  With
18 years of experience, the company offers a definitive selection
of semiconductor packages and world-class manufacturing lines.
ASAT's advanced package portfolio includes standard and high
thermal performance ball grid arrays, leadless plastic chip
carriers, thin array plastic packages, system-in-package and flip
chip.  ASAT was the first company to develop moisture sensitive
level one capability on standard leaded products.  The company has
operations in the United States, Hong Kong, China and Germany.

                          *     *     *

Standard & Poor's placed ASAT Holdings Limited's long-term foreign
and local issuer credit ratings at 'CCC-' in September 2007.  The
outlook is negative.


ATHERTON-NEWPORT: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Atherton-Newport Investments LLC filed with the U.S. Bankruptcy
Court for the Central District of California its schedules of
assets and liabilities disclosing:


   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $15,876,061
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $4,721,565
      Secured Claims
   E. Creditors Holding                             $312,174
      Unsecured Priority
      Claims
   F. Creditors Holding                          $38,847,798
      Unsecured Nonpriority
      Claims
                                   -----------   ------------
      TOTAL                        $15,876,061   $43,881,537

Headquartered in Irvine, California, Atherton-Newport Investments,
L.L.C. -- http://www.atherton-newport.com/-- is a real estate
investment and development.  The company filed for protection on
Jan. 16, 2008 (Bankr. C.D. Calif. Case No. 08-10230).  Joseph A.
Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro, L.L.P.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this
case to date.  When the company filed for protection against
it creditors, it list assets and debts between $10 Million to
$50 Million.


ATHERTON-NEWPORT: Can Hire Jeffer Mangels as Gen. Reorg. Counsel
----------------------------------------------------------------
Atherton-Newport Investments LLC obtained authority from the U.S.
Bankruptcy Court for the Central District of California to employ
Jeffer Mangels Butler & Marmaro LLP as its general reorganization
counsel.

Jeffer Mangels is expected to:

   a) advise the Debtor regarding its rights and responsibilities
      as debtor-in-possession and how the application of the U.S.
      bankruptcy provisions relate to the administration of the
      Debtor's estate;

   b) advise and assist the Debtor in preparation of certain
      documents to be filed with the Bankruptcy Court and/or the
      Office of the U.S. Trustee including voluntary petition,
      schedules of assets and liabilities, statements of financial
      affairs, statement of equity security holders, seven day
      package, monthly operating reports and other such documents;

   c) represent the Debtor with respect to bankruptcy issues and
      any adversary proceedings in its Chapter 11 case;

   d) advise and protect the Debtor concerning its rights,
      investments and interests in the portfolio companies and to
      take action to protect the Debtor's economic interests in
      the portfolio companies, including the representation of the
      portfolio companies in such entities' chapter 11 cases; and

   e) to advise, assist and represent the Debtor in the    
      negotiation, formulation and confirmation of a plan of
      reorganization.

Joseph A. Eisenberg, Esq., a principal at Jeffer Mangels, tells
the Court that the Debtor that Jeffer Mangels' professionals'
hourly rates are:

     Professionals                          Hourly rate
     -------------                          -----------
     Joseph A. Eisenberg, Esq.                  $750
     Steven M. Spector, Esq.                    $650
     John A. Graham, Esq.                       $595
     David M. Poitras, Esq.                     $565
     Thomas M. Geher, Esq.                      $495
     Wilma Escalante                            $180
     
Mr. Eisenberg relates that Jeffer Mangels received $500,000, as
payment for Jeffer Mangels' fees and costs relating to the
services rendered and to be rendered, including the cost of
services rendered by Omni Management, at Jeffer Mangels' request,
relating to the commencement of this Chapter case.

Mr. Eisenberg assured the Court that the firm is "disinterested"
as that term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Eisenberg can be reached at:

     Jeffer Mangels Butler & Marmaro LLP
     7th Floor, 1900 Avenue of the Stars
     Los Angeles, CA 90067
     Tel (310) 203-8080
     Fax (310) 203-0567

Headquartered in Irvine, California, Atherton-Newport Investments,
L.L.C. -- http://www.atherton-newport.com/--  is a real estate
investment and development.  The company filed for protection on
Jan. 16, 2008 (Bankr. C.D. Calif. Case No. 08-10230).  Joseph A.
Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro, L.L.P.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this
case to date.  When the company filed for protection against
it creditors, it list assets and debts between $10 million to
$50 million.


ATHERTON-NEWPORT: Section 341(a) Meeting Slated for February 20
---------------------------------------------------------------
The U.S. Trustee for Region 16 will convene a meeting of creditors
in Atherton-Newport Investments LLC's Chapter 11 case, on Feb. 20,
2008, at 9:00 a.m., at Room 1-154, 411 W Fourth St., in Santa Ana,
California.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in the Debtors' case.  The Section
341(a) Meeting has been scheduled within the time required by
Rule 2003 of the Federal Rules of the Bankruptcy Procedure.

All creditors are invited, but not required, to attend.  The
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtors under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Irvine, California, Atherton-Newport Investments,
L.L.C. -- http://www.atherton-newport.com/--  is a real estate
investment and development.  The company filed for protection on
Jan. 16, 2008 (Bankr. C.D. Calif. Case No. 08-10230).  Joseph A.
Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro, L.L.P.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this
case to date.  When the company filed for protection against
it creditors, it list assets and debts between $10 million to
$50 million.


BELO CORP: Completes Newspaper Businesses Spin-off into AH Belo
---------------------------------------------------------------
Belo Corp. has completed a spin-off of its newspaper businesses
and related assets into A. H. Belo Corporation, a publicly-traded
company.  

The spin-off was implemented through a special tax-free stock
dividend to shareholders on all outstanding shares of Belo Corp.
common stock.  Shares in A. H. Belo will begin regular trading on
the New York Stock Exchange on Feb. 11, 2008, under the ticker
symbol "AHC."  The new company will have approximately
17.6 million Series A shares and approximately 2.9 million Series
B shares outstanding.

"Completing the spin-off marks the beginning of an exciting new
period in Belo Corp.'s history as it becomes one of the largest
pure-play television companies in the country," Dunia A. Shive,
president and chief executive officer, said.  "As a stand-alone
television company, with a strong management team and a best-in-
class collection of television assets, Belo is ideally positioned
to capitalize on growth opportunities.  We would especially like
to acknowledge our employees for their continued hard work and
dedication throughout this process."

The majority of Belo's management team remains intact after the
transaction.  Dennis Williamson will continue as executive vice
president/chief financial officer; Guy Kerr continues as executive
vice president/law and government and secretary; and Marian
Spitzberg continues as senior vice president/human resources.

Joining the management committee is Peter Diaz, executive vice
president/television operations who has more than 30 years media
experience.  Shive and James M. Moroney III will join the Belo
board of directors joining Robert W. Decherd, non-executive
chairman, Henry P. Becton, Jr., lead director, Judith L. Craven,
M.D., M.P.H., Dealey D. Herndon, Wayne R. Sanders, William T.
Solomon, M. Anne Szostak and Lloyd D. Ward.

Goldman, Sachs & Co. acted as financial advisor and Locke Lord
Bissell & Liddel, Baker Botts, Jones Day and Wiley Rein served as
legal advisors to Belo Corp. and A. H. Belo Corporation for the
spin-off transaction.

                        About Belo Corp.

Belo Corp. -- http://wwwbelo.com/-- is a media company with a
diversified group of market-leading television, newspaper, cable
and interactive media assets.  The company operates in Texas, the
Northwest, the Southwest, the Mid-Atlantic and Rhode Island.  Belo
owns 20 television stations, six of which are in the 15 largest
U.S. broadcast markets.  The company also owns or operates six
cable news stations and manages one television station through a
local marketing agreement.  Belo's daily newspapers are The Dallas
Morning News, The Providence Journal, The Press-Enterprise
(Riverside, CA) and the Denton Record-Chronicle (Denton, TX).  The
company also publishes specialty publications targeting young
adults, and the fast-growing Hispanic market, including Quick and
Al Dia in Dallas/Fort Worth, and El D and La Prensa in Riverside.
Belo operates more than 30 Web sites associated with its operating
companies.  Belo is a Fortune 1000 company with approximately
3,200 employees.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 19, 2007,
Moody's Investors Service downgraded Belo Corp.'s senior unsecured
ratings to Ba1 from Baa3 and assigned the company a Ba1 Corporate
Family rating and Ba1 Probability of Default rating.

The downgrade reflects (1) Moody's expectation that Belo's free
cash flow-to-debt has limited scope for improvement due to revenue
pressure in the newspaper business and will remain below the 10%
level that was anticipated in the Baa3 rating; and (2) Moody's
belief that the company's reliance on a bank facility with a MAC
clause to fund the significant $350 million November 2008 note
maturity is a liquidity profile consistent with a speculative-
grade rating.


BELO CORP: Fitch Holds Ratings After Newspaper Businesses Spin-Off
------------------------------------------------------------------
In conjunction with the expected spin-off of Belo Corporation's
newspaper businesses and related assets, Fitch Ratings has
affirmed the company's IDR and senior unsecured debt ratings at
'BB+' and has removed the ratings from Rating Watch Negative.  The
Outlook is Stable.

The ratings continue to be supported by the company's strong local
presence in the top-50 U.S. markets and top network affiliations.  
Consistent with management's statements, Fitch believes the
company will be able to generate sufficient free cash flow over
the intermediate term to de-lever to the 4 times range and below.  
Concerns include the dependence on cyclical advertising revenue,
reliance on its bank facility for upcoming bond maturities, as
well as secular challenges facing the industry including the
proliferation of time-shifting technologies and network on-demand
deals.  

Fitch is also concerned with the company's depressed stock price,
lack of catalysts for the industry, and the potential for these to
lead to more aggressive fiscal policies.  This last concern is
somewhat mitigated by historical actions taken by board chairman
Robert Decherd and senior management (who, with other directors
collectively have approximately 60% voting interest and 17%
economic stakes) where they have followed through on commitments
to de-lever and reduce share repurchases when faced with a
weakening credit profile.  The current lack of industry catalysts,
however, differentiates this environment from historical
circumstances.  The Stable Outlook reflects the generally
predictable revenue base despite existing challenges, as well as
Fitch's expectations of continued cost efficiencies.

Fitch believes there is an overcapacity of premium-priced media
outlets in most mid-to-major markets, and that ad dollars will
continue to flow out of these outlets and toward emerging media
over the next several years.  In Fitch's view the lower rated
stations that are unable to sufficiently aggregate the local
market audiences will bear a disproportionate share of the
outflow.  Belo maintains strong network affiliations and has a
track record of making investments in its news infrastructure,
which has positioned it to have either the No.1 or No.2 station in
most of its markets.  Also, Fitch believes that well-managed TV
stations should be able to compete more effectively over the next
few years with newspapers and radio for local ad dollars.  These
favorable characteristics distinguish Belo from many of its pure-
play broadcasting peers.

The company amended its credit facility due 2011.  The most
notable amendments include a reduction in total commitments down
to $600 million (leaving approximately $460 million available at
Sept. 30, 2007), as well as a minimum interest coverage covenant
of 2.25x stepping up to 2.5x in 2009, and a maximum leverage
covenant of 5.75x that steps down to 5x in 2009.  Fitch estimates
that the facility will have under $200 million of availability by
year-end 2008 assuming it is used to re-finance the company's 8%
senior notes due November 2008.  The Indenture governing all
outstanding bonds does not have any financial covenants; it has a
cross-acceleration provision, as well as a cross-default provision
on principal payments.


BUILDERS FIRSTSOURCE: Expects $0.6/Share Net Loss in Fourth Qtr.
----------------------------------------------------------------
Builders FirstSource Inc. expects to report a fourth-quarter net
loss in the range of $0.55 to $0.60 per fully diluted share with
revenues of approximately $300 million based on the company's
unaudited results for the fourth quarter ended Dec. 31, 2007.

Included in the net loss for the quarter are non-cash charges of
$11 million, net of tax, related to goodwill and asset impairment
charges, and the write-off of deferred financing fees related to
its old credit facility.

Additionally, the company's net loss included cash charges of
$2.1 million, net of tax, related to severance and other items.

For the fourth quarter of 2007, the company expects to have
positive operating cash flow in the range of $11 million to
$13 million.  Cash on-hand increased to about $100 million at
Dec. 31, 2007, after the permanent retirement of $39.9 million of
long-term debt.

In addition, the company improved its liquidity during the quarter
by entering into a new $350 million credit facility.  This new
facility lowers the company's borrowing costs and eliminates
certain affirmative loan covenants.  At Dec. 31, 2007, the company
had approximately $120 million in availability under this
facility.

"We saw further declines in the macroeconomic factors that affect
our industry during the fourth quarter," Floyd Sherman, Builders
FirstSource Inc. chief executive officer, said.  "The
macroeconomic sales drivers, housing starts and commodity lumber
prices, combined to decrease our fourth quarter sales in 2007 when
compared to the same time period in 2006 by 36%.  That being said,
our controllable sales drivers, market share and new operations,
combined to offset these declines for the same time period by
approximately five percent."

"In response to the challenging conditions, we continued to focus
on reducing operating costs, improving operating efficiencies and
cash management," Mr. Sherman added.  "We were able to realize
additional selling, general and administrative cost reductions,
specifically salaries and wages, as we reduced full time
equivalent employees 21% from fourth quarter December 2006.  Our
liquidity remains strong with over $220 million in combined cash
and availability on our credit facility. We believe we are well-
positioned for the continued challenging operating environment and
for opportunities to grow the company."

                  About Builders FirstSource

Headquartered in Dallas, Texas, Builders FirstSource Inc.
(Nasdaq: BLDR) -- http://www.bldr.com/-- is a supplier and   
manufacturer of structural and related building products for
residential new construction.  The company operates in 13 states,
principally in the southern and eastern United States, and has 68
distribution centers and 61 manufacturing facilities, many of
which are located on the same premises as its distribution
facilities.  Manufacturing facilities include plants that
manufacture roof and floor trusses, wall panels, stairs, aluminum
and vinyl windows, custom millwork and pre-hung doors.  Builders
FirstSource also distributes windows, interior and exterior doors,
dimensional lumber and lumber sheet goods, millwork and other
building products.

                           *     *     *

Moody's Investor Service placed Builders FirstSource Inc.'s
probability of default rating at 'B1' in September 2006.  The
rating still holds to date with a negative outlook.


CALIFORNIA STEEL: Posts $12 Mil. Net Loss in Quarter Ended Dec. 31
------------------------------------------------------------------
California Steel Industries Inc. has reported financial results
for three months and year ended Dec. 31, 2007.

The company reported net loss of $12.17 million in three months
ended Dec. 31, 2007, compared to net income $8.45 million for the
same period in the previous year.

For full year 2007, the company reported net loss of $906,000
compared to net income of $108,985 in 2006.

"2007 was a difficult year for California Steel, and is a strong
example of the highly cyclical nature of the steel industry,"
Masakazu Kurushima, president and chief executive officer, said.   
"In 2006, we realized some of the best results in our company's
history."

"This past year, we faced extremely tight margins, given the
economic conditions driving demand and pricing here in the United
States, while competing in a robust slab market worldwide,"
Mr. Kurushima continued.

                  Liquidity and Capital Resources

Capital expenditures during the year were $33.1 million, including
$14.3 million expended during fourth quarter.

The balance under the company's revolving credit agreement was
$26.5 million as of Dec. 31, 2007, with net availability of over
$82.7 million.  The company had a cash balance of $13.6 million.

                      About California Steel

Headquartered in Fontana, California, California Steel Industries
produces flat rolled steel products in the western United States
based on tonnage billed, with a broad range of products, including
hot rolled, cold rolled, and galvanized sheet and electric
resistant welded pipe.  The company has about 1,000 employees.

                         *     *     *

On November 2004, Moody's Investor's Service gave the company a
'Ba2' issuer and probability of default rating with a stable
outlook.  The rating still holds to date.


CALIFORNIA MUNICIPAL: Fitch Assigns 'BB+' Rating on $23.22MM Bonds
------------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to these series of revenue
bonds issued by the California Municipal Finance Authority on
behalf of High Tech High Learning, the parent of a group of
California nonprofit benefits corporations operating public
charter schools in San Diego County, California:

Series 2008A
  -- $4,395,000 Revenue Bonds (High Tech High Projects),
     (Media Arts);

Series 2008B
  -- $18,475,000 Revenue Bonds (High Tech High Projects),
     (Chula Vista);

Series 2008C
  -- $350,000 Revenue Bonds (High Tech High Projects),
     (Chula Vista Taxable).

The fixed rate series 2008A-C bonds are expected to price via
negotiated sale in late February.  Proceeds of the bonds will be
applied, along with other available funds of HTH Learning, to
finance the costs of constructing a new charter high school in the
city of Chula Vista; reimburse HTH Learning for capital
investments made to build out the third floor of HTH Media Arts
and improve other HTH Group facilities located on the main campus
in the city of San Diego; and fund a debt service reserve account,
capitalized interest for twelve months, and various costs of
issuance.

At issuance, the bonds will be separately secured.  Lease payments
received by HTH Learning from HTH Media Arts will secure the
series 2008A bonds while lease payments received by HTH Learning
from HTH Chula Vista will secure both the series 2008B and 2008C
bonds.  Revenues generated by HTH Media Arts from per pupil local
and state funding are sufficient to cover lease payments required
under the lease agreement.  In the case of HTH Chula Vista, at
current enrollment levels, revenues are not sufficient to cover
lease payments necessitating a subsidy of up to $600 thousand
annually from HTH Group institutions located at the village
campus.  This subsidy is subordinate to their requirement to pay
debt service on outstanding senior lien series 2005 bonds
($13.3 million), which Fitch does not rate.

The lack of a broad, gross revenue pledge at issuance, which is
typical of charter school financings, was a major credit concern.  
However, upon the repayment or refinancing of the series 2005
bonds, which HTH Learning covenants to effectuate by Dec. 1, 2014,
the bonds will be secured on a parity, senior lien basis by gross
revenues of HTH Learning.  Additional parity bonds may be issued
under certain conditions; however, debt secured by a lien on gross
revenues senior to the bonds will not be permitted.

The 'BB+' rating reflects the limited revenue pledge supporting
repayment of the bonds so long as senior bonds remain outstanding;
HTH Chula Vista's significant reliance upon the up to
$600 thousand annual subsidy during the start up and ramp up phase
to make its lease payments to HTH Learning; the HTH Group's fairly
aggressive expansion plans which may further increase financial
leverage and complicate its operating model; the vulnerability to
the overall financial plan to unexpected changes in enrollment
levels, the primary determinant of charter school funding; and the
standard risks regarding charter renewal for each HTH Group school
every five years.

Incorporated in the 'BB+' rating is HTH Group's multi-year
operating history and proven track record; a reasonable enrollment
forecast, based upon experience, which underpins financial and
debt service coverage projections; the strong track record of HTH
Learning, as the charter management organization, in administering
a unique project based academic curriculum; favorable demand
trends and competitive position; revenue and enrollment diversity
created by a multi-facility, now multi-city location; and the
presence of a related foundation which solicits important
philanthropic support for the HTH Group from local contributors
and national corporate and non-profit donors.

Projected coverage levels for the series 2008B and 2008C bonds are
fairly thin (about 1.2 times in most years through fiscal 2012)
and achieved only as a result of the up to $600 thousand annual
amount being available.  To the extent HTH Group village schools
are financially unable to provide this subsidy and or projected
enrollment at Chula Vista materializes at a slower than expected
pace, cash flows available for lease payments may be insufficient
to meet annual obligations.  Fitch views this risk as manageable
at the current rating level as the HTH Group village schools have
historically generated revenues sufficient to cover series 2005
debt service and the additional up to $600 thousand commitment.  
In the case of the series 2008A bonds, the strength of projected
coverage levels (minimum 2.6x through fiscal 2012) is tempered by
the narrow scope of the pledged revenues derived solely from HTH
Media Arts lease payments and the lack of a mortgage on the
facility in favor of bondholders.  Achievement of projected
enrollment levels at HTH Media Arts is therefore critical.

The Stable Outlook reflects Fitch's expectation that HTH Chula
Vista and HTH Media Arts, will meet enrollment projections such
that per pupil allocations from the state and local school
district will be sufficient to enable each school to make required
lease payments to HTH Learning in amounts equal to or greater than
debt service on the bonds.  While the ability of HTH Chula Vista
to make its lease payments during the start up and ramp up phases
is contingent upon receipt of an annual subsidy from established
HTH Group institutions, it is anticipated such institutions will
maintain the financial capacity necessary to provide this up to
$600 thousand annual amount.

Over the outlook period, credit pressure may be brought to bear if
enrollment targets for HTH Chula Vista are missed rendering the
pledged subsidy insufficient.  Longer term, HTH Learning's
inability to retire outstanding senior lien bonds and secure all
obligations by a gross revenue pledge will limit financial
flexibility.  Gaining this flexibility will be important to HTH
Learning as future growth plans, which could be largely debt
financed, are aggressive.  In executing any such plans, Fitch
expects management to avoid overleveraging the balance sheet and
minimize organizational complexity, which has increased over the
past several years.  Their proven ability in managing previous
expansion plans was viewed positively in the rating process.


CAMPBELL RESOURCES: Swaps $1.8MM Unit with $700,000 Loan Facility
-----------------------------------------------------------------
Campbell Resources Inc. has entered into agreements with Ocean
Partners Holdings Limited pursuant to which Ocean will subscribe
and purchase one unit of Campbell at a price of $1.8 million in
exchange for providing Campbell with a loan facility of up to
$700,000.

The unit consists of a $1.8 million secured convertible debenture
with an interest rate of 11.5% per annum and a number of
common share purchase warrants equal to the quotient of
$1.8 million and the lower of CDN$0.13 and the closing price of
the Campbell's common shares on the Toronto Stock Exchange on the
day prior to the closing date.  

Each Warrant will entitle the holder thereof to purchase one
additional common share of Campbell, at a price per common share
equal to the lower of CDN$0.14 or one cent above the closing price
of Campbell common shares on the TSX on the day prior to the
closing date, for a period of 24 months after the closing date.

Subject to the approval of the TSX, all or a portion of the
Debenture may be, at Ocean's discretion, converted into common
shares of Campbell at a price per common share equal to the lower
of CDN$0.13 or the closing price of Campbell's common shares
on the TSX on the day prior to the closing date.

Subject to the approval of the TSX, all or a portion of the
Facility may be, at Ocean's discretion, reimbursed in cash or
converted into units of Campbell at a price per Facility Unit
equal to the lower of CDN$0.13 or the closing price of the
Campbell's common shares on the TSX on the day prior to the
closing date.

Each Facility Unit consists of one common share of Campbell and
one common share purchase warrant entitling the holder thereof to
purchase one additional common share of Campbell at a price per
common share equal to the lower of CDN$0.14 and one cent above the
closing price of Campbell's common shares on the TSX on the day
prior to the closing date for a period of 24 months after the
closing date.

Both financings are scheduled to close on or around Feb. 15, 2008.
The proceeds of the financings will be used for the repayment of a
sum owed by Campbell to Ocean Partners U.K. Limited and for
working capital purposes.

In addition to the financings with Ocean, Nuinsco Resources
Limited also provided Campbell with a secured revolving credit
facility of up to a maximum aggregate amount of CDN$1.5 million.
Nuinsco has also agreed to purchase and subscribe for 6. million
common shares, at a price of $0.10 per common share, for gross
proceeds of $600,000.

The proceeds of the credit facility and the private placement will
be used to fund further development of Campbell's operations in
Chibougamau, Quebec and for working capital purposes.

                    About Campbell Resources

Headquartered in Montreal, Quebec, Campbell Resources Inc. (TSX:
CCH, OTC BB: CBLRF) -- http://www.ressourcescampbell.com/-- is a  
mining company focusing mainly in the Chibougamau region of
Quebec, holding interests in gold and gold-copper exploration and
mining properties.  The Superior Court of Quebec (Commercial
District) granted the company protection under the CCAA on
June 30, 2005.  The plans of arrangement presented to the
creditors of Campbell Resources Inc., Meston Resources Inc. and
MSV Resources Inc., under the Companies' Creditors Arrangement
Act, received the required approvals on June 27, 2006, in
Chibougamau.

The main assets of the company are the Joe Mann Mine, an
underground gold mine owned by Meston Resources Inc., a wholly
owned subsidiary of the company, the Copper Rand Mine, an
underground gold and copper mine owned by MSV Resources Inc., a
wholly owned subsidiary of the company, and the Corner Bay
Property, located near the Chibougamau Lake in the townships of
Lemoine and Obalski, a total of 16 claims, which are held by MSV.

The company's properties include Pitt Gold, Berthiaume Syndicate,
Chevrier, Gwillim, Joe Mann Mine, Cedar Bay, Copper Rand Mine,
Corner Bay, Eastmain and Lac Harbour.  The activities of GeoNova
Explorations Inc. consist mainly in the acquisition, exploration
and development of mining properties. It focuses on exploration in
the Province of Quebec and more specifically, in the Abitibi
region.


CASS PLASTICS: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Cass Plastics Recycling, L.L.C.
        402 South Grayson Street
        Newbern, TN 38059

Bankruptcy Case No.: 08-21291

Type of Business: The Debtor provides recycling services.

Chapter 11 Petition Date: February 8, 2008

Court: Western District of Tennessee (Memphis)

Judge: George W. Emerson Jr.

Debtor's Counsel: John L. Ryder, Esq.
                  Harris, Shelton, Hanover & Walsh, P.L.L.C.
                  One Commerce Square, Suite 2700
                  Memphis, TN 38103-2555
                  Tel: (901) 525-1455

Total Assets:  $902,899

Total Debts: $3,705,354

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Stepping Stone Six                                   $1,310,898
P. O. Box 787
O Fallon, IL 62269

Robert Wolfe                                         $893,126
5740 Midnight Pass Road,
Suite 401-F
Sarasota, FL 34242

Alcoa, Inc.                    Home Exteriors        $114,569
2600 Grand Boulevard,
Suite 900
Kansas City, MO 64108
                               Denison               $61,812

                               Stuarts Draft         $50,271

Crane Performance Siding                             $178,818

People's National Bank                               $146,139

Dyer Distributing, L.P.                              $98,500

First Citizens National Bank                         $71,245
Grinder

N.W.T.C.D.C.                   Pulverizer #2         $66,979

Regenex Corp.                                        $40,453

C.M.C. Recycling                                     $35,370

Window Mart                                          $32,445


CHARLES BERG: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Charles F. Berg, Inc.
        dba Mariposa
        88 West First Avenue
        Vancouver, BC V5Y 3K8
        Canada

Bankruptcy Case No.: 08-10691

Chapter 11 Petition Date: February 8, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtors' Counsel: David W. Hercher, Esq.
                  Miller Nash LLP
                  111 S.W. 5th Avenue, Suite 3500
                  Portland, OR 97204-3699
                  Tel: (503) 224-5858
                  http://www.millernash.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Mared Manufacturing Ltd.    trade debt            $116,960
   Attn: Mitch Levine
         Eddie Eisenber
   407-333 Chabanal Street
   Montreal, QC H2N 2E7
   Tel: (514) 385-1079

   Jessica McClintok           trade debt            $101,739
   1400 16th Street
   San Francisco, CA 94103
   Tel: (415) 553-8223

   Onyx Nite Inc.              trade debt            $86,130
   Attn: Glen Schlossberg
   201 1400 Broadway
   New York, NY 10018
   Tel: (212) 869-3300

   Orion Techwear              trade debt            $80,113

   Tess Sporstwear             trade debt            $46,023

   Honey Fashions Ltd.         trade debt            $40,379

   Ripe Clothing Co.           trade debt            $36,833

   Morgan And Company          trade debt            $29,880

   Ested Industries            trade debt            $25,194

   RD International            trade debt            $21,397

   Private Brand Merchandise   trade debt            $18,346

   Lane Crawford               trade debt            $17,054

   Creations GSL Inc.          trade debt            $15,255

   Spicy Clothing LLC          trade debt            $15,093

   Ms. Sportswear              trade debt            $13,955

   Giho Group                  trade debt            $13,558

   Bee Darlin'                 trade debt            $11,666

   Jodi Krisopher              trade debt            $11,598

   Blondie Nites Ltd.          trade debt            $10,419

   My Michelle                 trade debt            $10,343


COINSTAR INC: Agrees With Wal-Mart to Expand Coinstar Centers
-------------------------------------------------------------
Coinstar Inc. disclosed its agreement with Wal-Mart to reset and
optimize Wal-Mart store entrances, and add new product offerings
to enhance the customer experience at the front of the store.

It is Wal-Mart's intent to have over 3,000 Redbox DVD rental
kiosks in the United States over the next 12-18 months.
Additionally, Coinstar(R) Centers will be rolled out in the United
States over the next 12-18 months.  The expansion of Coinstar
Centers in Wal-Mart represents a transition out of the test phase
into a strategic roll-out.  In addition, as part of this 4th
Wall(TM) optimization plan, Coinstar will be removing or
relocating certain entertainment products in Wal-Mart stores.   
Coinstar has evaluated these changes and they will result in a
material impairment charge.

Redbox is currently installed in over 800 Wal-Mart stores, and
Coinstar coin-counting machines are installed in over 400 Wal-Mart
stores in the United States.

"We are very excited to expand our relationship with Wal-Mart,"
Dave Cole, chief executive officer at Coinstar, Inc. said.  "In
teaming with Wal-Mart to develop concepts for resetting store
entrances, we believe we create a win-win situation."

"Wal-Mart enhances convenience at the front of the store while
providing consumers with a positive experience, and for Coinstar,
we have the opportunity to further our relationship with Wal-Mart
and extend our market leadership," Mr. Cole added.

Both Coinstar Centers and Redbox DVD rental kiosks are services
that meet the needs of busy consumers.  Coinstar Centers are  
self-service coin counting machines on the market and provide
consumers with a way to turn loose change into cash.  Redbox DVD
kiosks provide  movie releases at $1 per night, plus tax.

                           About Coinstar

Headquartered in Bellevue, Washington, Coinstar Inc. (NASDAQ:CSTR)
-- http://www.coinstar.com/-- offers solutions for retailers’  
storefronts consisting of self-service coin counting;
entertainment services, such as skill-crane machines, bulk vending
machines and kiddie rides, and e-payment services, such as pre-
paid wireless products, stored value cards, payroll cards, pre-
paid debit cards and money transfer services.  It also offers a
range of point-of-sale terminals, standalone e-payment kiosks and
e-payment-enabled, coin-counting machines in drugstores,
universities, shopping malls, supermarkets and convenience stores
in the United States, the United Kingdom and other countries.   
Coinstar owns and operates more than 13,500 coin-counting machines
in the United States, Canada, Puerto Rico and the United Kingdom.   
On May 31, 2006, Coinstar acquired Travelex Money Transfer
Limited, a company that is in the business of offering money
transfer services.


COINSTAR INC: S&P Changes Outlook to Positive on Wal-Mart Contract
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Coinstar
Inc. to positive from stable.  S&P also affirmed the 'BB'
corporate credit rating on the Bellevue, Washington-based
company.
     
The outlook revision follows the news that Coinstar has entered
into an agreement with Wal-Mart to increase the number of its
Redbox DVD rental kiosks to more than 3,000 from about 800 and to
increase the number of Coinstar coin-counting machines by as much
as 2,000 in Wal-Mart stores over the next 12 to 18 months.  At the
same time, Coinstar will remove or relocate about 50% of its lower
margin entertainment machines from Wal-Mart stores.
      
"We expect the increase in coin-counting and Redbox machines and
the decrease in entertainment machines as a result of this
agreement to result in an approximately $20 million to $25 million
increase in annual EBITDA beginning in mid-2009," said Standard &
Poor's credit analyst Jackie E. Oberoi.  This expected
strengthening of credit metrics could lead to an upgrade over the
intermediate term.


COPYBOY PUBLICATIONS: Case Summary & 10 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Copyboy Publications, Inc.
        20735 Ashburn Road
        Ashburn, VA 20147

Bankruptcy Case No.: 08-10603

Chapter 11 Petition Date: February 9, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtors' Counsel: Thomas Mansfield Dunlap, Esq.
                  Dunlap, Grubb & Weaver, P.C.
                  199 Liberty Street S.W.
                  Leesburg, VA 20175
                  Tel: (703) 777-7319
                  Fax: (703) 777-3656
                  http://www.dglegal.com/

Estimated Assets: $109,693

Estimated Debts:  $1,384,830

Consolidated Debtors' List of 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   March Stavish               receivables; value    $727,978
   17636 Canby Road            of security: $191,401;
   Leesburg, VA 20175          value of senior
                               lien: $918,371

   Middleburg Bank             receivables;          $415,334
   P.O. Box 5                  value of security:
   Middleburg, VA 20118        $178,416; value of
                               senior lien: 369031

   Washington Time             services              $115,508
   2850 New York Avenue, N.E.
   Washington, DC 20002

   Amy Lynn Burns              loans; value of       $106,404
                               security: $109,693;
                               value of senior lien:
                               $1,135,828

   American Express            loans                 $12,161

   Master Media Group Inc.     services              $5,731

   United Healthcare           insurance             $2,350
   Insurance Co.

   Staple Credit Plan          supplies              $1,778

   Loudoun County Chambers     services              $1,195
   of Com


CORINTHIAN CUSTOM HOMES: Voluntary Chapter 11 Case Summary
----------------------------------------------------------
Debtor: Corinthian Custom Homes, Inc.
        512 Autumn Springs Court, Suite C
        Franklin, TN 37067

Bankruptcy Case No.: 08-01010

Type of Business: The Debtor is a home builder.  See
                  http://www.corinthiancustomhomes.com/

Chapter 11 Petition Date: February 8, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Robert James Gonzales, Esq.
                  Robert J. Mendes, Esq.
                  Robin Bicket White, Esq.
                  MgLaw, P.L.L.C.
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

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


CRYSTAL US: Moody's Reviews Low-B Ratings for Possible Upgrade
--------------------------------------------------------------
Moody's Investors Service placed the ratings of Crystal US
Holdings 3 LLC, a subsidiary of Celanese Corporation, under review
for possible upgrade.  These actions reflect the company's strong
operating performance in 2007, growth in Asia, strong pricing and
demand in its Chemical Products businesses (approximately 70% of
2007 revenues), better product mix and cost improvements in
Industrial Specialties, and continuing strong credit metrics.   

Celanese continues to capitalize on the very solid operating
environment in its main businesses - acetyls, acetate and Ticona -
driven by increased demand globally and relatively high capacity
utilization rates.  Moody's review will focus on the company's
ability to continue to generate solid financial metrics despite
the impact of a slowing US economy and the potential for weaker
international growth.  It will also examine the potential impact
of additional share repurchases, bolt-on acquisitions and the buy-
outs of Celanese's joint ventures in Asia.  To the extent that the
company can continue to generate EBITDA of over $1.3 billion
(Moody's standard adjustments add over $110 million to EBITDA),
free cash flow in the $200-250 million range (excluding
extraordinary items) and debt remains below the post refinancing
levels, Moody's could raise the company's ratings.

On Review for Possible Upgrade:

Issuer: CNA Holdings, Inc.

  -- Senior Unsecured Regular Bond/Debenture, Placed on Review for
     Possible Upgrade, currently B2

Issuer: Celanese U.S. Holdings LLC

  -- Senior Secured Bank Credit Facility, Placed on Review for
     Possible Upgrade, currently Ba3

Issuer: Corpus Christi (Port) TX, Auth of Nueces Cnty

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: Crystal US Holdings 3 L.L.C.

  -- Probability of Default Rating, Placed on Review for Possible
     Upgrade, currently Ba3

  -- Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently Ba3

Issuer: Giles County I.D.A., VA

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: Matagorda (Cnty of) TX, Port of Bay City Auth

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: Red River Authority of Texas

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Issuer: York (County of) SC

  -- Senior Unsecured Revenue Bonds, Placed on Review for Possible
     Upgrade, currently B2

Outlook Actions:

Issuer: CNA Holdings, Inc.

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Celanese U.S. Holdings LLC

  -- Outlook, Changed To Rating Under Review From Positive

Issuer: Crystal US Holdings 3 L.L.C.

  -- Outlook, Changed To Rating Under Review From Positive

Celanese Corporation, headquartered in Dallas, Texas, is a leading
global producer of acetyls, emulsions (including vinyl acetate
monomer), acetate tow and engineered thermoplastics.  Celanese
reported sales of $6.4 billion for the fiscal year ending Dec. 31,
2007.  Crystal US Holdings 3 LLC is a subsidiary of Celanese.  BCP
Crystal US Holdings LLC and Celanese Americas Corporation are
subsidiaries of CUSH and co-borrowers under the credit facilities.
CNA Holdings Inc. is a subsidiary of CAC and the holding company
for Celanese's North American operating companies.


CYBERCARE INC: Cast-Crete Files Amended Disclosure Statement
------------------------------------------------------------
Cast-Crete Corporation delivered to the United States Bankruptcy
Court for the Middle District of Florida a First Amended Joint
Chapter 11 Plan of Reorganization for CyberCare Inc. and its
debtor-affiliate, CyberCare Technologies Inc., and a First Amended
Joint Disclosure Statement explaining that plan.

Under Cast-Crete's Plan, the Debtors' creditors will be paid from:

   -- exit funds;
   -- administrative claim funds;
   -- a judgment lien creditors settlement fund;
   -- recoveries of causes of action; and
   -- issuance of new stock in reorganized CyberCare.

The primary distribution of Unsecured Claims against CyberTech
is by the issuance of licensee stock in pro rata of the ownership
interest of a newly formed entity that will receive ownership of
all intellectual property and technology owned by CyberTech.

Cast-Crete's proposed plan also contemplates the acquisition of
65% of the stock of reorganized CyberCare in exchange for:

   i) the funding of a "Cast-Crete Plan Fund" in the amount of
      $200,000 for payment of Judgment Lien Creditors and Allowed
      Administrative Expense Claims;

  ii) the agreement to provide "Exit Financing" of up to
      $500,000 to pay other Administrative Claims and providing
      working capital to reorganized CyberCare; and

iii) the agreement by Cast-Crete to joint venture with
      Reorganized CyberCare for the development, manufacture and
      distribution of products.

Cast-Crete's Plan further provides for the distribution of:

   i) 8% of the stock of reorganized CyberCare to holders of
      Allowed Equity Interests in CyberCare; and

  ii) 17% to the holders of Allowed Unsecured Claims.

Under Cast-Crete's Plan, 10% of the new stock will be reserved for
a management incentive program, and the acquisition of 100%
of the stock of reorganized CyberTech by Cast-Crete in full of
its prepetition loan to CyberCare.

On the other hand, 100% of the new stock of CyberTech will be
distributed to Cast-Crete in satisfaction of its prepetition
claim.

A full-text copy of Cast-Crete's First Amended Chapter 11 Plan of
Reorganization is available for a fee at:



A full-text copy of its First Amended Disclosure Statement is also
available for a fee at:


Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


CYBERCARE INC: Amended Disclosure Statement Hearing Set on Feb. 27
------------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Florida set Feb. 27, 2008, at 10:00 p.m., to consider the adequacy
of Cast-Crete Corporation's First Amended Joint Disclosure
Statement explaining its First Amended Joint Chapter 11 Plan of
Reorganization for CyberCare Inc. and its debtor-affiliate,
CyberCare Technologies Inc.

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a heal