TCR_Public/080220.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, February 20, 2008, Vol. 12, No. 43

                             Headlines

ACG HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $269.9 Million
ACIES CORP: December 31 Balance Sheet Upside-Down by $1 Million
ADVANCED MEDICAL: To Reduce Workforce by 150 Positions
AMBAC FINANCIAL: Selling Shares at Discount to Raise $2 Billion
AMERICAN MEDIA: Posts $14.0 Mil. Net Loss for 2008 Third Quarter

ANGIOTECH PHARMA: Posts $21.2 Mil. Net Loss for 2007 Fourth Qtr.
ALLIS-CHALMERS: Expects to Report Net Income of $50.3 Mil. in 2007
APPROVED AUTO: Case Summary & 25 Largest Unsecured Creditors
ATARI INC: Dec. 31 Balance Sheet Upside-Down by $16.8 Million
BALLY TECH: Earns $24.4 Million in Quarter Ended December 31

BARNHILL'S BUFFET: Court Okays MGLAW PLLC as Committee's Counsel
BEAR STEARNS: Investigation Focuses on Conference Call "Fraud"
BLUE WATER: Seeks Permission to Hire Foley & Lardner as Counsel
BLUE WATER: Seeks Permission to Hire Administar as Notice Agent
BRAIN MATTERS: Case Summary & 14 Largest Unsecured Creditors

BUCYRUS INT'L: Earns $61.9 Mil. for 2007 Fourth Qtr. Ended Dec.31
BUFFETS HOLDINGS: Court Approves Sale of Four Properties
BUFFETS HOLDINGS: Court OKs Miscellaneous Asset Sale Procedures
BUFFETS HOLDINGS: Committee Taps Otterbourg Steindler as Counsel
BUFFETS HOLDINGS: Committee Taps Pachulski Stang as Co-Counsel

BURGER KING: Earns $49 Million in Fiscal 2008 Second Quarter
CANADIAN STAGE: Axes Jobs and Suspends Play Development Program
CAPITALSOURCE INC: Board Lets CEO Decide Fate of TierOne Merger
CELESTICA INC: To Hold Annual Gen. Shareholders' Meeting April 24
CENTURY ALUMINUM: Posts $112.3MM Net Loss for 2007 Fourth Quarter

CHOICE HOTELS: Board Elects Scott A. Renschler as Director
CHRYSLER LLC: Exceeds Recovery Plan on Key Metrics, Cerberus Says
CHRYSLER LLC: Denied by Court to Pull Out Tooling Equipment
CITY OF VALLEJO: Faces $10MM Shortfall, On Brink of Bankruptcy
CLEAR CHANNEL: Earns $320 Million in Quarter Ended December 31

COUNTRYWIDE FINANCIAL: Delinquency & Foreclosure Rates Soar
DAVITA INC: Earns $85.7 Million in 2007 Fourth Quarter
DAYTON SUPERIOR: Net Loss Down to $3MM in Qtr. Ended December 31
DEAN FOODS: Earns $32.6 Million in 2007 Fourth Quarter
DELTA AIR: Reports Traffic Results for January 2008

DELTA FINANCIAL: Court Approves Sale of Non-Performing Loans
DELTA FINANCIAL: Wants Insurers to Pay for D&O Legal Costs
DELTA FINANCIAL: Pabrai Has 3.8% Equity Stake in Company
DIVERSIFIED GRAPHICS: Involuntary Chapter 11 Case Summary
DOMTAR CORP: Reports $26 Million Net Loss For 2007 Fourth Quarter

EMERSON HOSPITAL: Hires FTI Consulting to Review Financial Reports
EMPIRE RESORTS: Bill Entitling Company to 42% Vendor Fee Passed
FAMILY ROOM: Dec. 31 Balance Sheet Upside-Down by $3 Million
FEDDERS CORP: Allowed to Reject Mr. Giordano's Employment Contract
FIRST MAGNUS: Judge Marlar Says Plan of Liquidation is Confirmable

FIRST MAGNUS: Case Summary & Nine Largest Unsecured Creditors
FIRST NLC: Section 341(a) Meeting Scheduled for Feb. 29
FIRST NLC: Files Schedules of Assets and Liabilities
FORTUNOFF: Public Sale of Assets Scheduled for February 26
FORTUNOFF: Court Approves Expense Reimbursement Under Sale Pact

GAMESTOP CORP: Raises Earnings Guidance After Strong Jan. Result
GENTIVA HEALTH: Earns $8.8 Million for Quarter Ended Dec. 31, 2007
GEORGIA GULF: Names Paul Carrico as Chief Exec. Officer and Pres.
GEORGIA GULF: Reports $227.3 Mil. Net Loss for 2007 Fourth Quarter
GMAC LLC: To Shut Down 75% of Auto Credit Offices in North America

HARRIS CONCRETE: Case Summary & 20 Largest Unsecured Creditors
HEARTLAND AUTO: U.S. Trustee Adds Two Members to Creditors Panel
HEMOSOL CORP: Court Extends CCAA Stay of Proceedings to May 30
HERCULES OFFSHORE: Buying Transocean Inc.'s Drilling for $320 Mil.
HERITAGE WORLDWIDE: Net Loss Down in Qtr. Ended Dec. 31

HOLLEY PERFORMANCE: Wants Pepper Hamilton as Bankruptcy Counsel
HOLOGIC INC: Board Approves Two-For-One Stock Split
IDEAEDGE INC: Posts $748,544 Net Loss in 1st Quarter Ended Dec. 31
INFORM WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $698,484
INTERPHARM HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $5.3 M.

JARDEN CORP: Reports $11.2 Mil. Net Loss for 2007 Fourth Quarter
JAYS FOODS: Exclusive Plan Filing Period Extended Until April 8
JED OIL: Redemption of $40M Convertible Notes Extended to March 18
KALIL FRESH: Fourth Quarter 2007 Woes Ends in Chapter 7 Filing
KANSAS CITY: Earns $55 Million in Fourth Quarter Ended December 31

KAREN DELANEY: Case Summary & 17 Largest Unsecured Creditors
KIMBALL HILL: Posts $46.4 Million Net Loss in Qtr. Ended Dec. 31
KINGSWAY FINANCIAL: Posts $103.5 Net Loss for 2007 Fourth Quarter
LAS VEGAS: Reports Change in Beneficial Ownership of Common Shares
LEVITT AND SONS: Court Gives Final Nod on Wachovia DIP Financing

LINDA LUNDSTROM: Goes Bankrupt, Commences Liquidation of Assets
MACKLOWE PROPERTIES: Gets Offers to Buy GM Building for $3+ Bil.
MAFM LLC: Case Summary & Three Largest Unsecured Creditors
MAGNA ENT: Gets Nasdaq Deficiency Notice for Class A Stock
MEDCOMSOFT INC: Dec. 31 Balance Sheet Upside Down by $90T

MGM MIRAGE: Infinity Joint Offer Gets 109.4 Mil. of Share Tenders
MOHAWK VALLEY: Case Summary & 20 Largest Unsecured Creditors
MOVIE GALLERY: Files Second Amended Plan of Reorganization
MOVIE GALLERY: Wants $4.7 Million Employee Incentive Plan Approved
NETWOLVES CORP: Dec. 31 Balance Sheet Upside-Down by $1M

NEXTPHASE WIRELESS: Dec. 31 Balance Sheet Upside-Down by $3.2 Mil.
NICHOLS BROTHERS: Completes Sale of Assets to Ice Floe
NORTH AMERICAN: Earns $CDN25.4 Million for Quarter Ended Dec. 31
NORTHWEST BITUMINOUS: Case Summary & 19 Largest Unsec. Creditors
OMEGA HEALTHCARE: Reports $17.3 Mil. Earnings for 2007 Fourth Qtr.

OTTO E. BEYER: Ask Court's Approval to Use Cash Collateral
PATRIOT'S POINTE: Can Use Lender's Cash Collateral Through Feb. 26
PATRIOT'S POINTE: Court Names John Peterson as Financial Analyst
PIERRE FOODS: Cynthia Hughes is New Vice President and CFO
PIPER RESOURCES: Obtains Creditor Protection Under CCAA

PKAM LLC: Case Summary & 20 Largest Unsecured Creditors
PLASTECH ENGINEERED: Court Says No to Chrysler's Tooling Request
PREMIUM PORK: Case Summary & Seven Largest Unsecured Creditors
PRINCETON LAUNDRY: Case Summary & XX Largest Unsecured Creditors
ROGER SCHAEFER: Case Summary & 14 Largest Unsecured Creditors

SAXON FUNDING: Fitch Junks Ratings on Three Certificate Classes
SEA CONTAINERS: Formally Seeks Court Approval for Pensions Pact
SHARPER IMAGE: Hires Crisis Consultant as CEO Hinting Biz Changes
STRATOS GLOBAL: Earns $2.0 Mil. for 2007 Fiscal Year Ended Dec. 31
STRATUS SERVICES: Dec. 31 Balance Sheet Upside-Down by $7.9 Mil.

STUDENT FINANCE: Royal Wants Stay Lifted to Reclaim $10 Mil. Bond
SUNCOM WIRELESS: Gets $686.5MM Consents for 8-1/2% Senior Notes
TAYLOR CAPITAL: Elects Mark A. Hoppe to Board of Directors
TEEVEE TOONS: Files for Chapter 11 Bankruptcy in Manhattan
TEEVEE TOONS: Case Summary & 20 Largest Unsecured Creditors

THORNBURG MORTGAGE: Fitch Affirms 'B' Rating on Class B-5 Certs.
TWL CORP: Dec. 31 Balance Sheet Upside-Down by $26.3 Million
UTIX GROUP: Board Opts to Liquidate After Failing to Get Financing
VICTOR PLASTICS: Section 341(a) Meeting Scheduled for March 11
VOIP INC: Lowers Exercise Rates of Certain Convertible Securities     

WESTSHORE GLASS: Gets Interim Approval to Use Cash Collateral
WINNER LLC: Case Summary & Largest Unsecured Creditor
ZIM CORP: Earns $155,758 for Third Quarter Ended Dec. 31, 2007

* FTC, Local Governments to Combat Foreclosure "Rescue" Fraud

* Gersten Savage Names Peter Gennuso as Corporate Law Partner

* Upcoming Meetings, Conferences and Seminars

                             *********

ACG HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $269.9 Million
-----------------------------------------------------------------
ACG Holdings Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed $224.1 million in total assets and $494.0 million in total
liabilities, resulting in a $269.9 million total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $62.6 million in total current
assets available to pay $439.0 million in total current
liabilities.

The company reported a net loss of $7.2 million on sales of
$118.9 million for the third quarter ended Dec. 31, 2007, compared
with a net loss of $4.5 million on sales of $120.1 million in the
same period in the third quarter ended Dec. 31, 2006.

Print sales decreased $700,000 to $107.6 million from
$108.3 million in the third quarter ended Dec. 31, 2007.  The
decrease in print sales includes a decrease in print production
volume of approximately 3.8% and decreased paper prices.  The
volume decline is largely attributable to a weakening retail
environment, certain changes in customer requirements and
competitive losses driven by price and merger activity.

EBITDA for the print business decreased to $10.0 million in the
2007 three-month period from $10.2 million in the 2006 three-month
period.

Premedia services sales decreased approximately $400,000 to
$11.3 million from $11.7 million in the 2006 three-month period.
The decrease is primarily related to decreased premedia production
volume.

Premedia services' EBITDA remained unchanged at $1.7 million in
both the 2007 and 2006 three-month periods.

In the 2007 three-month period, interest expense, net increased to
$11.4 million from $10.2 million in the 2006 three-month period.
This increase is the result of both higher levels of indebtedness
and increased borrowing costs.

In the 2007 three-month period, income tax expense decreased to
$48,000 from expense of $138,000 in the 2006 three-month period.

         Cash Interest on 10% Notes Deferred to March 15

At Dec. 31, 2007, the company was in compliance with the covenant
requirements set forth in the 2005 Credit Agreement and the
Receivables Facility, as amended, and the 10% Notes indenture.

On Nov. 14, 2007, holders of in excess of 90% of the aggregate
principal amount of the 10% Notes agreed with the company to (a)
defer to March 15, 2008, the semi-annual payment of cash interest
on the 10% Notes held by such holders, which would otherwise have
been due on Dec. 15, 2007, and (b) amend certain covenants in the
10% Notes indenture.  In consideration thereof, the company issued
to each such holder a senior second secured noninterest-bearing
promissory note due March 15, 2008, of Graphics with a principal
amount equal to the sum of the amount of the cash interest payment
deferred on the 10% Notes held by such holder and a consent fee
equal to 1% of the principal amount of the 10% Notes held by such
holder.  Such 2007 Promissory Notes are fully and unconditionally
guaranteed by Holdings.

Full-text copies of the company's consolidated financial
statements for the third quarter ended Dec. 31, 2007, are
available for free at http://researcharchives.com/t/s?281f

                    About ACG Holdings

Based in Brentwood, Tenn., ACG Holdings Inc. has no operations or
significant assets other than its investment in American Color
Graphics Inc. -- http://www.americancolor.com/-- Holdings owns  
100% of the outstanding voting shares of Graphics.  The two
business segments of the commercial printing industry in which the
company operates are (i) print and (ii) premedia services.


ACIES CORP: December 31 Balance Sheet Upside-Down by $1 Million
---------------------------------------------------------------
Acies Corporation's balance sheet at Dec. 31, 2007, showed total
assets of $1.56 million and total liabilities of $2.57 million,
resulting to a total shareholders' deficit of $1.01 million.

The company also reported its fiscal third quarter results for the
three and nine months ended Dec. 31, 2007.

For the three months ended Dec. 31, 2007, net loss improved to
$71,765 from $405,021 as the increased gross margin and decreased
G&A expense were partially offset by a $34,000 increase in
interest expense.

For the nine months ended Dec. 31, 2007, net loss improved to
$487,690 compared to a net loss of $813,971 as the increased gross
margin and decreased G&A expense were partially offset by a
$102,000 increase in interest expense.

"We are pleased to be heading toward our primary goal of becoming
profitable in the near future," Oleg Firer, president and chief
executive officer of Acies, said.  "As our revenues and margins
continue to grow, and with controlled G&A costs which continue to
decrease, I am confident that sustained profitability and positive
cash flow are on the very real and visible horizon for Acies."

"Our flexible sales strategy and operations infrastructure have
enabled us to 'roll with the punches' in our ever-changing
competitive landscape," Mr. Firer added.  "We are able to overcome
challenges in the short-run to remain focused on maximizing
shareholder value over the long run."

                      About Acies Corporation

Headquartered in New York City, Acies Corporation (OTC:ACIE) --
http://www.aciesinc.com/--is a business services company that,  
through its wholly owned subsidiary, Acies Inc., specializes in
providing payment processing services primarily to small- to
medium-sized merchants across the United States.  Acies' payment
processing services enable merchants to process Credit, Debit,
Electronic Benefit Transfer, Check Conversion, and Gift & Loyalty
transactions.  Acies also offers traditional and next-generation
point-of-sale terminals, which enable merchants to utilize Acies'
payment processing services. For more information, visit.


ADVANCED MEDICAL: To Reduce Workforce by 150 Positions
------------------------------------------------------
To further enhance its global competitiveness, operating leverage
and cash flow, the Board of Directors of Advanced Medical Optics
Inc. on Feb. 12, 2008, committed to an additional plan to reduce
its fixed costs.  The additional plan includes a net workforce
reduction of approximately 150 positions, or about 4% of the
company's global workforce.  In addition, AMO plans to consolidate
certain operations, including the relocation of all activities at
the Irvine plant, to improve its overall facility utilization.

This additional plan includes workforce reductions and related
expenses, outplacement assistance, facilities-related costs and
accelerated amortization of certain long-lived assets.

AMO expects to complete these additional activities in 2008 and
estimates the total non-recurring pre-tax charges resulting from
the additional plan to be in the range of $25.0 million to
$30.0 million, substantially all of which will be incurred in
2008.  The significant majority are expected to be cash
expenditures.

On Dec. 18, 2007, the company disclosed that it would relocate  
its femtosecond laser manufacturing operations from the Irvine
plant to its excimer laser and phacoemulsification manufacturing
facility in Milpitas, California, as well as the the assembly of
IntraLase disposable patient interfaces from the Irvine plant to
AMO's facility in Puerto Rico.  

                      About Advanced Medical

Headquartered in Santa Ana, Calif., Advanced Medical Optics
-- http://www.amo-inc.com/-- develops, manufactures and markets
ophthalmic surgical and contact lens care products.  AMO employs
employs approximately 4,200 worldwide.  The company has operations
in 24 countries and markets products in approximately 60
countries.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 12, 2007,
Moody's Investors Service downgraded Advanced Medical Optics,
Inc.'s Corporate Family Rating and Probability of Default Rating
to B2 from B1.  The rating outlook was revised to stable.  Ratings
hold to date.


AMBAC FINANCIAL: Selling Shares at Discount to Raise $2 Billion
---------------------------------------------------------------
Ambac Financial Group Inc. intends to sell shares at a markdown
price to hold down its top credit rating, The Wall Street Journal
reports citing people familiar with the matter.  Ambac Financial's
complex spin-off plan has prompted the stock offering, so the
company can raise $2 billion in capital immediately as required by
rating agencies.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
Ambac Financial and FGIC Corp. are considering splitting their
operations to ensure municipal bonds backed by both insurers
retain high credit ratings.

The idea would be to create a new unit that insures municipal
debt, and another to keep responsibility for riskier debt
securities already insured, like those tied to the housing market.  
A halving of Ambac would create one unit that insures municipal
debt and one that would cover rapidly diminishing securities tied
to the mortgages in a structure that effectively creates a so-
called "good bank" and "bad bank."

Ambac is mum on the issue.

Ambac Financial Group, Inc., headquartered in New York City, is a
holding company whose affiliates provide financial guarantees and
financial services to clients in both the public and private
sectors around the world.

For the nine months ended Sept. 30, 2007, Ambac reported net
income of $26 million.  As of Sept. 30, 2007, Ambac had
shareholders' equity of approximately $5.65 billion.

                           *    *    *

On Jan. 18, Fitch Ratings downgraded Ambac to double-A after the
insurer put off plans to raise equity capital.

As reported Troubled Company Reporter on Jan. 17, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of Ambac Assurance Corporation and Ambac
Assurance UK Limited on review for possible downgrade.  In the
same rating action, Moody's also placed the ratings of the holding
company, Ambac Financial Group, Inc. (senior debt at Aa2), and
related financing trusts on review for possible downgrade.  
Moody's stated that this rating action follows Ambac's
announcement of record losses, a capital raising plan, and the
retirement of its CEO.


AMERICAN MEDIA: Posts $14.0 Mil. Net Loss for 2008 Third Quarter
----------------------------------------------------------------
American Media Inc.'s subsidiary, American Media Operations Inc.,
reported financial results for the 2008 third quarter ended Dec.
31, 2007.

For the three months ended Dec. 31, 2007, the company incurred a
net loss of $14.0 million compared to the net loss for the three
months ended Dec. 31, 2006 at $306.9 million.

For the nine months ended Dec. 31, 2007, the company reported a
net loss of $31.8 million, in comparison with $338.7 million net
loss for the same period of the previous year.

Revenue for the third quarter of fiscal year 2008 was
$115 million, as compared to $107 million in the third quarter of
fiscal year 2007, representing a 7% increase.  

For the nine months ended December 31, 2007, revenues were
$368 million, as compared to $346 million in the prior-year
period, representing a 6% increase.

The increases in revenue during both the quarter and nine-month
periods were primarily attributable to favorable results in
advertising and newsstand revenue.  The company's Shape, Star and
Men's Fitness magazines all delivered strong performances in
calendar year 2007 versus calendar year 2006.  As measured by
Publishers Information Bureau, an independent organization that
tracks advertising carried by consumer magazines, Shape ad pages
were up 13%, Star ad pages were up 25% and Men's Fitness ad pages
were up 25%.  All three leading AMI titles outperformed their
respective categories during calendar year 2007.  As compiled by
PIB, the category in which Shape is ranked increased 10%; the
category in which Star is ranked grew 6%; and, the category in
which Men's Fitness is ranked increased 11%.

Operating income for the third quarter of fiscal year 2008 was
$17 million, as compared to a loss of $302 million in the third
quarter of fiscal year 2007.  

For the nine months ended Dec. 31, 2007, operating income was
$75 million, as compared to a loss of $275 million in the prior-
year period.

"In our third quarter of fiscal year 2008, AMOI saw continued
strong revenue growth driven by both advertising and circulation
gains from our major titles Shape, Star and Men's Fitness, each of
which is experiencing a record advertising year," AMOI chairman
and chief executive officer David Pecker, said.

"Over the first three quarters of fiscal year 2008, we made
excellent progress towards the cost-reduction and revenue-
enhancement goals we outlined in our management action plan in
February 2007," Dean Durbin, AMOI executive vice president and
chief financial officer, said.  "This contributed to a 7% decrease
in expenses in the third quarter and a 7% decrease in expenses in
the first nine months of fiscal year 2008 when the non-cash
provision for impairment is excluded."

"Based on our performance to date, as well as on our projections
for the fourth fiscal quarter, we fully expect to achieve the
$36 million target contemplated under our management action plan,"
Mr. Durbin continued.

"Looking ahead, we believe AMI is well positioned, despite an
increasingly challenging environment," Mr. Pecker concluded.  "We
have the leading titles in two of the strongest publishing
categories today, health & fitness and celebrity, and their
performance continues to be solid in the current quarter."

                 About American Media Operations

Heasdquartered in Boca Raton, Florida. American Media Operations
Inc. -- http://www.americanmediainc.com/-- is a publisher in the  
field of celebrity journalism, and health and fitness magazines.   
The company's publications include Star, Shape, Men's Fitness, Fit
Pregnancy, Natural Health, Muscle & Fitness, Muscle & Fitness
Hers, Flex, National Enquirer, Globe, Country Weekly, Mira!, Sun,
National Examiner and other publications.  The company has
aggregated its business into five segments: celebrity
publications, newspaper publications, women's health and fitness
publications, distribution services and corporate/other.   
Distribution Services Inc., a wholly owned subsidiary, arranges
for the placement of its publications and third-party publications
with retailers.  DSI coordinates the racking of magazine fixtures
for selected retailers.  In addition, DSI provides sales of
marketing, merchandising and information gathering services for
third parties including non-magazine clients.  The company is a
wholly owned subsidiary of American Media Inc.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services affirmed its 'CCC+' corporate
credit rating on American Media Operations Inc. and raised the
rating on the company's senior secured bank loan to 'B' from 'B-'.  
At the same time, S&P removed the ratings from CreditWatch with
negative implications, where they were placed on Feb. 21, 2006,
based on the company's delay in filing its financial statements.  
The outlook is developing.


ANGIOTECH PHARMA: Posts $21.2 Mil. Net Loss for 2007 Fourth Qtr.
----------------------------------------------------------------
Angiotech Pharmaceuticals Inc. reported $21.2 million in net loss
for the fourth quarter of 2007 ended Dec. 31, 2007, compared to
$11.7 million net loss in the same period for the previous year.

For the full fiscal year ended Dec. 31, 2007, the company incurred
a net loss of $59.3 million compared to $4.6 million net income
for fiscal 2006.
    
Total revenues generated for the 2007 fourth quarter are
$71.3 million compared to the revenues generated for the 2006
fourth quarter at $$93.21 million.

For the fiscal year 2007, total revenues are $287.7 million, in
comparison with $$315.1 million total revenues for fiscal 2006.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of $1.15 billion, total debts of $0.7 billion, and a total
stockholder's equity of $0.4 billion.

"Throughout 2007, we continued to build our business with the
launch of new products, the receipt of regulatory approvals, and
the establishment of new partnerships," Dr. William Hunter,
president and chief executive officer of Angiotech, said.  "We
expect our new product pipeline and our portfolio of innovative
currently marketed products to provide growth and opportunity in
2008 and beyond."
    
"With our expanded sales and marketing team in place and many of
our reorganization activities completed, we believe that we are
well positioned to achieve our targets for sales growth and gross
margin improvements in the coming year," Tom Bailey, chief
financial officer of Angiotech, said.  "We are confident that
during 2008 we will begin to realize returns on the various
investments we have made in our business over the last two years."

                         About Angiotech

Based in Vancouver, British Ccolumbia, Angiotech Pharmaceuticals
Inc. (NASDAQ: ANPI, TSX: ANP)-- http://www.angiotech.com/--  is a  
pharmaceutical and medical device company with over 1,500
dedicated employees.  Angiotech discovers, develops and markets
innovative treatment solutions for diseases or complications
associated with medical device implants, surgical interventions
and acute injury.

As reported in the Troubled Company Reporter on Jan. 3, 2008,
Standard & Poor's Ratings Services affirmed the ratings, including
the 'B-' long-term corporate credit rating, on Vancouver-based
Angiotech Pharmaceuticals Inc. and removed them from CreditWatch
with negative implications, where they were placed Oct. 22, 2007.  
The outlook is negative.


ALLIS-CHALMERS: Expects to Report Net Income of $50.3 Mil. in 2007
------------------------------------------------------------------
Allis-Chalmers Energy Inc. disclosed that for the full year 2007
it expects to report revenues of $574.0 million, operating income
of $125.0 million and net income of approximately $50.3 million.
For the fourth quarter 2007 it expects to report revenues of
approximately $147.0 million, operating income of $21.0 million
and net income of approximately $5.6 million.

Adjusted EBITDA is expected to be $185.4 million and $38.6 million
for the full year and fourth quarter of 2007, respectively.  

Operating results in the fourth quarter of 2007 were primarily
impacted by:

  -- weakness in demand for drill pipe in the Gulf of Mexico due
     to the hurricane season and the departure of rigs to the
     international market.

  -- severe flooding in Villahermosa, the largest operating yard
     in the company's Mexican tubular services operation.

  -- labor strikes in Argentina for 15 days, because of the
     October presidential elections, affecting the company's  
     International Drilling segment.  Additionally, the new
     Argentine government imposed a corporate tax on all   
     employees.

  -- start up costs and low utilization for our coil tubing units.

                      Investment in BCH Ltd.

Allis-Chalmers also disclosed nced that it has entered into an
agreement with BCH Ltd. to invest $40.0 million in cash in BCH in
the form of a 15% Convertible Subordinated Secured debenture.  The
debenture is convertible, at any time, at the option of Allis-
Chalmers into 49.0% of the common equity of BCH.  At the end of
two years, Allis-Chalmers has the option to acquire the remaining
51.0% of BCH from its parent, BrazAlta Resources Corp., based on
an independent valuation from a mutually acceptable investment
bank.  BrazAlta is a publicly traded Canadian-based international
oil and gas corporation with operations in Brazil, Northern
Ireland, and Canada (TSX.V:BRX).

BCH is a Canadian-based oilfield services company engaged in
contract drilling operations exclusively in Brazil.  BCH has five
drilling rigs under two to three year contracts with Petroleo
Brasileiro S.A., and its partners, and contracts for two
additional drilling rigs and one service rig with BrazAlta for a
term of three years.  Allis-Chalmers expects that these contracts
have the potential to generate revenues of approximately
$125.0 million to BCH over the next three years.

Micki Hidayatallah, Allis-Chalmers' chairman and chief executive
officer, stated, "We are very excited about the opportunity to
make an investment in the drilling and completion market in
Brazil, the most advanced economy in South America.  We could not
have found an investment in this market with a more predictable,
stable and profitable business model.  As capital expenditures by
Petrobras and BrazAlta continue to increase, we look forward to
increasing our assets in Brazil by working with BCH's management
team in exploring potential markets for our rental inventory,
directional drilling, underbalanced drilling, coil tubing and
casing and tubing installation services.  We also believe that the
very capable management team at BCH will quickly seize the
opportunity to expand its drilling and completion services with
its principal customers, Petrobras and BrazAlta.

                  About Allis-Chalmers Energy

Headquartered in Houston, Texas, Allis-Chalmers Energy Inc.
(NYSE: ALY) -- http://www.alchenergy.com-- is an oilfield  
services company.  It provides services and equipment to oil and
natural gas exploration and production companies, domestically
primarily in Texas, Louisiana, New Mexico, Colorado, Oklahoma,
Mississippi, Wyoming, Arkansas, West Virginia, offshore in the
Gulf of Mexico, and internationally primarily in Argentina and
Mexico.  Allis-Chalmers provides rental services, international
drilling, directional drilling, tubular services, underbalanced
drilling, and production services.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services revised its outlook on Allis-
Chalmers Energy Inc. to positive from stable and affirmed its 'B'
corporate credit rating on the company.


APPROVED AUTO: Case Summary & 25 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: Approved Auto Investments, L.L.C.
             dba Approved Auto
             402 South Kingshighway
             Cape Girardeau, MO 63703

Bankruptcy Case No.: 08-10129

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Brenda Kay Newbern                         08-10128
        Newbern and Proffer Investments, L.L.C.    08-10130

Chapter 11 Petition Date: February 18, 2008

Court: Eastern District of Missouri (Cape Girardeau)

Debtors' Counsel: Erica Dawn Koetting, Esq.
                     (ericak@oloughlinlawfirm.com)
                  O'Loughlin, O'Loughlin & Koett, L.C.
                  1736 North Kingshighway
                  Cape Girardeau, MO 63701
                  Tel: (573) 334-9104
                  Fax: (573) 334-5256
                  http://oloughlinlawfirm.com/

Approved Auto Investments, LLC's Financial Condition:

Estimated Assets:   $500,000 to $1 Million

Estimated Debts: $1 Million to $10 Million

A. Approved Auto Investments, LLC's Four Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Alliance Bank                  402 South             $894,361
P.O. Box 1458                  Kingshighway;      
Cape Girardeau, MO 63702       4240 State Highway
                               74; inventory and
                               accounts

                               All inventory,        $508,593
                               accounts and        
                               equipment

                               Debtor guaranteed     $289,449
                               debts of Newbern    
                               & Proffer
                               Investments, L.L.C.

                               Debtor guaranteed     $184,370
                               the indebtedness    
                               of Newbern & Proffer
                               Investments, L.L.C.

Roscoe Newbern                 Roscoe loaned         $100,000
3016 Mintue Men Way            money to the lot to
Cape Girardeau, MO 63701       keep the business
                               operating

Internal Revenue Service       Withholding taxes     $90,000
Cincinnati, OH 45999           from tax previous
                               years before current
                               management took
                               over

W.J.N. Enterprises                                   $32,000

B. Brenda Kay Newbern's 10 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Alliance Bank                  Debtor guaranteed the $1,876,773
P.O. Box 1458                  debts of Newbern
Cape Girardeau, MO 63702       & Proffer, L.L.C.

                               513 South Frederick,  $34,000
                               Cape Girardeau,
                               Missouri Rental
                               real estate; value of
                               security: $32,000

G.M.A.C.                       automobile; value of  $45,000
P.O. Box 78252                 security: $34,000
Phoenix, AZ 85062

Internal Revenue Service       income tax for 2001   $20,243
Cincinnati, OH 45999           and 2002

Wells Fargo                    business expenses     $5,842

Bank of America M.B.N.A.       credit card purchases $3,574

Merrick Bank                                         $2,853

J.C. Penney                    credit card purchases $1,631

B.P. Card Member               credit card purchases $1,167

Capitol One                                          $1,099

Metropolitan Bureau                                  $699

C. Newbern and Proffer Investments, LLC's 11 Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Alliance Bank                  Debtor guaranteed the $724,471
P.O. Box 1458                  debts of Approved
Cape Girardeau, MO 63702       Auto Investments,
                               L.L.C.

                               Debtor secured the    $508,593
                               loans of Approved
                               Auto Investments,
                               L.L.C.

                               Inventory, accounts   $289,449
                               and equipment

                               Inventory, accounts   $205,137
                               and equipment, lien
                               on overage account

                               Lien on debtor's      $168,890
                               overage account with
                               Alliance Bank

                               Debtor guaranteed     $168,890
                               the debts of Approved
                               Auto Investments,
                               L.L.C.

Melinda Proffer                Melinda advanced      $89,250
402 S. Kingshighway            money to the
Cape Girardeau, MO 63703       business from her
                               divorce settlement
                               to keep the
                               business afloat

                               Melinda has not       $15,778
                               received her
                               ordinary monthly
                               income since
                               September 29,
                               2007

Roscoe H. Shanks               Newbern & Proffer     $58,000
P.O. Box 73                    borrowed money
Marble Hill, MO 63764          against his home
                               with Alliance Bank

                               Roscoe has made       $25,000
                               loans to the
                               business from time
                               to time and pays
                               operating
                               expenses on a
                               regular basis to
                               keep the business
                               operating

                               Roscoe's weekly       $15,778
                               wages from
                               September 29,
                               2007 through the
                               present

Internal Revenue Service       Withholding taxes     $20,000

Auto Zone                      Auto parts            $3,918
                               purchases

V.S.I.                                               $2,300

O'Reily's                      Auto Parts            $2,000

A.D.P.                                               $1,195

Campus                                               $784

Fishers                                              $775

Illinois Deparment of Revenue                        $636


ATARI INC: Dec. 31 Balance Sheet Upside-Down by $16.8 Million
-------------------------------------------------------------
Atari Inc. disclosed Tuesday results for the third quarter of
fiscal 2008 ended Dec. 31, 2007.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$43.5 million in total assets and $60.3 million in total
liabilities, resulting in a $16.8 million total stockholders'
deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $34.9 million in total current
assets available to pay $45.2 million in total current
liabilities.

Net loss for the third quarter ended Dec. 31, 2007, was $348,000,
compared to net loss of $644,000 in the year-earlier period.
Without restructuring charges of $3.7 million, the loss for the
third quarter ended Dec. 31, 2007 would have been income of
$3.4 million.

Net revenue for the third quarter ended Dec. 31, 2007, was
$41.1 million versus $47.3 million in the comparable year-earlier
period.  Publishing net revenue was $35.2 million, versus
$46.0 million in the prior year, while distribution revenue was
$5.9 million, versus $1.3 million in the comparable year-earlier
period.

Net revenue for the nine months ended Dec. 31, 2007, was
$64.8 million versus $95.3 million in the comparable year-earlier
period.  Publishing net revenue was $56.2 million, versus
$78.8 million in the prior year's nine month period, while
distribution revenue was $8.6 million, versus $16.5 million in the
comparable year-earlier period.

Net loss for the nine months ended Dec. 31, 2007, was
$20.0 million, compared to net loss of $8.0 million in the year-
earlier period.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?280b

                       Going Concern Doubt

New York-based Deloitte & Touche LLP expressed substantial doubt
about Atari's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended March 31, 2007.  The auditing firm pointed to the
company's significant operating losses.

As of Dec. 31, 2007, and through Feb. 12, 2008, Atari Inc. was in
violation of its financial covenants.  BlueBay High Yield
Investments (Luxembourg) S.A.R.L., Atari Inc.'s lender and a
majority shareholder of Infogrames Entertainment S.A., has not
waived this violation and has entered into a forbearance agreement
with Atari Inc. which states that BlueBay will not exercise its
rights on its facility until the earlier of (i) March 3, 2008,
(ii) additional covenant defaults except for the ones existing as
of Feb. 12, 2008, or (iii) if any action transpires which is
viewed to be adverse to the position of the lender.

                         About Atari Inc.

Headquartered in New York, Atari Incorporated, (NASDAQ: ATAR) --
http://www.atari.com/-- publishes and distributes interactive  
entertainment software in the U.S.  The company's 1,000+ published
titles distributed by the company include hard-core, genre-
defining franchises such as Test Drive(R); and mass-market and
children's franchises such Dragon Ball Z(R).  Atari Inc. is a
majority-owned subsidiary of France- based Infogrames
Entertainment SA, an interactive games publisher in Europe.


BALLY TECH: Earns $24.4 Million in Quarter Ended December 31
------------------------------------------------------------
Bally Technologies Inc. disclosed results for the three months and
six months ended Dec. 31, 2007.

"We are very pleased to report record quarterly results for our
second quarter," said Chief Executive Officer, Richard M. Haddril.  
"Our great game performance and continued system success is
reflected in record quarterly revenues in each of our game sales,
gaming operations and systems businesses."

             Second Quarter Fiscal 2008 Highlights

  Three Months Ended Dec. 31, 2007 Vs. Three Months Ended
  Dec. 31, 2006

   -- Total revenues increased 53% to $230.7 million as
      compared with $150.9 million in the same period last
      year.

   -- Operating income increased by $41.1 million to
      $46.8 million, as compared with $5.7 million in the
      same period last year; operating margin was 20% in the
      three months ended Dec. 31, 2007.

   -- Net income increased by $26.9 million to $24.4 million, as
      compared with a loss of $2.5 million in the same period last
      year, primarily as a result of improved margin and cost
      leverage.

   -- Adjusted EBITDA was $63.9 million, a 172% increase as
      compared with the same period last year.

   -- Selling, general and administrative expenses declined to
      26% of total revenue from 33% as compared with the same
      period last year.

  Six Months Ended Dec. 2007, Vs. Six Months Ended Dec. 2006

   -- Total revenues increased 38% to $419.7 million as compared
      with $304.7 million in the same period last year.

   -- Operating income increased by $74 million to $88 million, as
      compared with $14 million in the same period last year;
      operating margin was 21% in the six months ended Dec. 31,
      2007.

   -- Net income increased by $48.4 million to $45.7 million, as
      compared with a loss of US$2.7 million in the same period
      last year, primarily as a result of improved margin and cost
      leverage.

   -- Adjusted EBITDA was $122.4 million, a 146% increase as
      compared with the same period last year.

   -- Selling, general and administrative expenses declined to
      27% of total revenue from 33% as compared with the same
      period last year.

"We are again pleased with our operating leverage this quarter,"
said Chief Financial Officer, Robert C. Caller.  "Our SG&A in the
current quarter compared with the September 2007 quarter increased
by US$8.7 million primarily due to higher professional and
accounting fees, Global Gaming Expo trade-show expenses, and
commission and bad-debt expenses associated with higher revenue.  
However, as a% of revenue, SG&A decreased to 26% from 28% in the
September 2007 quarter."

                   Fiscal 2008 Business Update

The company expects revenues in fiscal 2008 to exceed $875 million
with continued year-over-year growth in each of game sales, gaming
operations and system revenues.  The company continues to forecast
an increase in the placement of premium daily-fee games and an
increase in the number of gaming devices sold, and also expects
margins on game sales and operations to continue to improve in
fiscal 2008 as compared with fiscal 2007.  The company also
continues to expect its selling, general and administrative
expenses as average of revenue to be lower in fiscal 2008 as
compared with fiscal 2007.  The company expects its effective tax
rate for fiscal 2008 will be between 37% and 38%.

The company has provided this broad range of earnings guidance to
give investors general information on the overall direction of its
business.  The guidance provided is subject to numerous
uncertainties, including, among others, overall economic
conditions, the market for gaming devices and systems, competitive
product introductions, complex revenue recognition rules related
to the company's business, and assumptions about the company's new
product introductions and regulatory approvals.  The company may
update this fiscal 2008 guidance from time to time as the year
progresses.

Headquartered in Las Vegas, Nevada, Bally Technologies Inc.
(NYSE:BYI) - http://www.ballytech.com/-- is engaged in the
design, manufacture, assembly and distribution of technology based
products to commercial gaming markets.  The company's business
consists of two business units: the Bally Gaming and Systems
business unit and the Rainbow Casino (Rainbow) business unit.  The
Bally Gaming and Systems unit consists of three primary sub-
groups: Gaming Equipment, which includes the sale of gaming
devices; Gaming Operations, which includes the rent and lease of
gaming devices, and Systems, which includes the sale and support
of gaming systems. It also owns and operates the Rainbow Casino in
Vicksburg, Mississippi.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings upgraded Bally Technologies' Issuer Default Rating
and senior secured bank debt ratings as: IDR to 'B' from 'B-' and
Secured bank credit facilities to 'BB/RR1' from 'B/RR3'.


BARNHILL'S BUFFET: Court Okays MGLAW PLLC as Committee's Counsel
----------------------------------------------------------------
The United States Bankruptcy Court for the Middle District of
Tennessee gave the Official Committee of Unsecured Creditors of
Barnhill's Buffet Inc.'s cases permission to retain MGLAW PLLC as
its counsel.

The Creditors' Committee members are:

   -- The Lamar Companies;
   -- Performance Food Group; and
   -- Top Choice Poultry Inc.

MGLAW is expected to:

   a) render legal advice with respect to the rights, powers and  
      duties of the Committee;

   b) assist and advise the Committee in its consultation with the
      Debtor relative to the administration of this Chapter 11
      case;

   c) investigate the acts, conduct, assets, liabilities and
      financial condition of the Debtor, the operation of the
      Debtor's business and any other matter relevant to the case
      or to the formulation of a plan of reorganization, and the
      preparation of any disclosure statement or other pleadings
      filed in this case;

   d) assist the Committee in the review, analysis and negotiation
      of any financing or sale agreements;

   e) take all necessary actions to protect and preserve the
      interests of the Committee, including the prosecution of
      actions on its behalf, negotiations concerning all
      litigation in which the Debtor is involved, and review and
      analysis of all claims filed against the Debtor's
      estate;

   f) assist the Committee in requesting the appointment of a
      trustee or examiner, should such action become necessary;

   g) represent the Committee in any forum as may be necessary to
      protect the interests of the Committee, including
      preparation of any necessary pleadings or other documents
      related thereto;

   h) attend meetings and negotiate with representatives of the
      Debtor and representatives of other parties in this Chapter
      11 case;

   i) facilitate filings and other activities in Nashville, and to
      advise the Committee regarding the practices and procedures
      of this Court; and

   j) perform all other legal services that may be necessary and
      appropriate in the interest of the Committee.

The firm's professionals and their compensation rates are:

      Designation            Hourly Rate
      -----------            -----------
      Members                 $265-$375
      Associates              $155-$245
      Paralegals                $125

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

                    About Barnhill's Buffet

Madison, Tennessee-based Barnhill's Buffet Inc., aka Barnhill's
Buffet of Tennessee Inc., -- http://www.barnhills.com/-- operates
a chain of restaurants, a total of 29 stores located in six
states.  Its parent company is Dynamic Acquisition Group LLC.

It filed for chapter 11 bankruptcy on Dec. 3, 2007 (Bankr. M.D.
Tenn. Case No. 07-08948) after it continued to suffer operating
losses.  William Caldwell Hancock, Esq., at The Hancock Law Firm
represents the Debtor in its restructuring efforts.  An Official
Committee of Unsecured Creditors has been appointed in this case.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $50 million.


BEAR STEARNS: Investigation Focuses on Conference Call "Fraud"
--------------------------------------------------------------
Investigators are now looking into the possibility of "fraud"
allegedly committed by some of Bear Stearns Cos. Inc.'s managers
in a certain investor conference call, Kate Kelly at The Wall
Street Journal reports, citing sources who know about the issue.

Prosecutors from the New York Attorney General's office are
primarily looking into Ralph Cioffi, a fund manager at Bear
Stearns.  The probe alleges that Mr. Cioffi defrauded investors by
presenting a well-performing image of the company in contrast with
the reality of the company's troubled funds, WSJ relates.

Mr. Cioffi, according to these sources, said he was "optimistic",
albeit cautiously, about the company's ability in hedging its
subprime securities, during a conference call with investors.  
However, internal E-mail messages reveal the doubtfulness among
Mr. Cioffi and his colleagues concerning the deterioration of
securities and its effect on their funds, says WSJ, citing these
sources familiar with the matter.

Additionally, these people say, Mr. Cioffi transferred his
personal funds of around $2 million from the company's troubled
funds to a stable one.

As reported in the Troubled Company Reporter on Dec. 17, 2007,
New York Attorney General Andrew Cuomo sent subpoenas to Bear
Stearns, Merrill Lynch & Co., and Deutsche Bank AG, seeking
information related to the packaging and selling of debt tied to
"high-risk mortgages".

The investigation examines how investment banks adequately
reviewed the quality of mortgages before packaging them into
products that were then sold to investors.  The subpoenas also
asked information about how the debt was pooled into securities,
including the investment firms' relationship with credit-rating
firms.  Mr. Cuomo stated last October that he had subpoenaed the
investment banks in relation to his probe into the United States
mortgage loan market.

Mr. Cioffi and others, however, have not been compelled by a
federal court to give private testimony to a jury, WSJ reports.

Two of Bear Stearns Cos.' units, Bear Stearns High-Grade
Structured Credit Strategies Master Fund, Ltd., and Bear Stearns
High-Grade Structured Credit Strategies Enhanced Leverage Master
Fund, Ltd., are undergoing winding up proceedings in the Cayman
Islands.  The Cayman Island hedge funds invested in collateralized
debt obligations related to U.S. subprime mortgage loans.

                   About Bear Stearns Companies

New York-based The Bear Stearns Companies Inc. (NYSE: BSC) --
http://www.bearstearns.com/-- is a leading financial services
firm serving governments, corporations, institutions and
individuals worldwide.  The company's core business lines include
institutional equities, fixed income, investment banking, global
clearing services, asset management, and private client services.
The company has approximately 14,000 employees worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 28, 2007,
Fitch Ratings' affirmed its Negative Outlook for The Bear Stearns
Companies Inc. following the announcement of the company's fiscal
year earnings for 2007.

On Nov. 14, 2007, Fitch affirmed Bear Stearns' long-term credit
ratings, along with its subsidiaries.  Fitch also downgraded the
short-term rating to 'F1' from 'F1+', and Individual rating to
'B/C' from 'B'.


BLUE WATER: Seeks Permission to Hire Foley & Lardner as Counsel
---------------------------------------------------------------
Blue Water Automotive Systems, Inc. and its debtor-affiliates seek
permission from the United States Bankruptcy Court for the Eastern
District of Michigan to employ Foley & Lardner, LLP, as their
bankruptcy counsel.

The Debtors relate that prior to their bankruptcy filing, Foley &  
Lardner rendered to them legal services in matters related to
general corporate, commercial, financing, supplier and customer,
employment, and litigation.  As a result of that prepetition
engagement, the Debtors believe that Foley & Lardner has become
intimately familiar and knowledgeable with their industry,
business operations, finances, trade and customer relationships
and restructuring options and strategy.  

The Debtors add that Foley & Lardner's accumulated knowledge of
their affairs, finances and restructuring options will be crucial
to the success of their reorganization.

As the Debtors' bankruptcy counsel, Foley & Lardner will:

   (a) analyze the Debtors' current financial and legal
       situation;

   (b) prepare and file, on behalf of the Debtors, all
       necessary and appropriate petitions, applications,
       motions, pleadings, draft orders, notices and other
       documents, including their amendments, and reviewing all
       financial and other reports to be filed in their Chapter
       11 cases;

   (c) advise the Debtors concerning their powers and duties as
       debtors-in-possession in the continued operation of their
       businesses and management of their property;

   (d) advise the Debtors concerning, and assist in the
       negotiation and documentation of, financing agreements,
       debt restructurings, cash collateral arrangements and
       related transactions;

   (e) advise the Debtors with regard to their relationships with
       secured and unsecured creditors and equity security
       holders, past, present and future, negotiating with those
       creditors and security holders, and their representatives
       and legal counsel, as necessary, and taking legal actions
       as may be necessary or advisable in the best interests of
       the Debtors;

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

   (g) negotiate and assist in the drafting and preparation of
       leases, security instruments, and other contracts as may
       be in the best interests of the Debtors;

   (h) represent the Debtors at the meeting of creditors,
       confirmation hearing, and other hearings as may occur;

   (i) advise the Debtors concerning the actions that it might
       take to collect and to recover property for the benefit of
       the Debtors' estates;

   (j) assist and counsel the Debtors in connection with the
       formulation, negotiation, preparation, acceptance,
       confirmation, and implementation of a plan of
       reorganization in their Chapter 11 proceedings;

   (k) prepare, on behalf of the Debtors, a disclosure statement,
       and assist the Debtors in soliciting acceptances of a
       reorganization plan;

   (l) advise the Debtors concerning, and preparing responses to,
       applications, motions, pleadings, notices, and other
       papers that may be filed and served in their Chapter 11
       cases;

   (m) represent the Debtors in adversary proceedings and other
       contested matters; and

   (n) perform all other legal services for or on behalf of
       the Debtors that may be necessary in the administration of
       their Chapter 11 cases and the reorganization of their
       businesses, including advising and assisting with respect
       to debt restructurings, stock or asset dispositions,
       claims analysis and disputes, and legal issues involving
       general corporate, bankruptcy, labor, employee benefits,
       tax, finance, real estate, and litigation matters, and
       utilizing paraprofessionals, law clerks, associates, and
       partners of the firm of Foley & Lardner LLP as may be
       economical under the circumstances.

The Debtors will pay Foley & Lardner according to the firm's
customary hourly rates and will reimburse the firm for any
necessary out-of-pocket expenses.  

The Debtors expect six Foley & Lardner professionals to take
primary responsibility in providing legal services to them:

   Professional           Position        Hourly Rate
   ------------           --------        -----------
   Judy O'Neill, Esq.     Partner             $635
   Frank DiCastri, Esq.   Partner             $495
   John Simon, Esq.       Senior Counsel      $495
   Derek Wright, Esq.     Senior Counsel      $475
   Joanne Lee, Esq.       Associate           $395
   Veronica Crabtree      Paralegal           $180

Frank W. DiCastri, Esq., a partner at Foley & Lardner, tells the
Court that the Debtors paid his firm a $100,000 retainer, which
was applied as payment for services rendered and disbursements
incurred in connection with preparation for filing the Debtors'
Chapter 11 petitions and related documentations.  Of the $100,000
Retainer, about $883 was not applied to the firm's fees with
respect to the Chapter 11 filing due to the lag time between the
capture of reported time and the application of the retainer.   

Mr. DiCastri states that as a result of the urgent need to file
the petitions and the lag time between the reporting of time and
expenses, Foley & Lardner incurred $37,078 in fees and expenses
in connection with preparing the bankruptcy filing and the
restructuring through February 11, 2008.

Mr. DiCastri also relates that Foley & Lardner has conducted an
investigation of its client database to determine whether it
represents any interest that conflict with that of the Debtors.  
Upon review, Mr. DiCastri assures the Court that his firm does
not represent any interest adverse to the Debtors and their
estates, and is a "disinterested person" as the term is defined
in Section 101(14) of the Bankruptcy Code.

Foley & Lardner though currently represents Visteon Corp.,
Automotive Component Holdings, Behr, AON, Metzeler, Cooper-
Standard, LaSalle Bank, and KPS Special Situations Fund I, L.P.,
in matters wholly unrelated to the Debtors or their Chapter 11
cases, Mr. Di Castri discloses.

Foley & Lardner states that it has obtained and will seek to
obtain conflict waivers from those clients who are customers and
secured lenders of the Debtors or where otherwise required by the
rules of professional responsibility.  

Mr. DiCastri further discloses that Foley & Lardner has provided,
or may provide, services for certain of the Debtors' subsidiaries
and affiliates, some of which are creditors of certain Debtors,
as a result of intercompany loans or transactions.

               About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets and
liabilities each in the range of $100 million to $500 million.  
(Blue Water Automotive Bankruptcy News Issue No. 3, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


BLUE WATER: Seeks Permission to Hire Administar as Notice Agent
---------------------------------------------------------------
Blue Water Automotive Systems, Inc. and its debtor-affiliates
currently have thousands of entities or persons to which notice
must be given for various purposes.  In light of this, the Debtors
determine that they require the services of an outside claims and
noticing agent in their Chapter 11 cases.

In addition, the noticing, receiving, docketing, and maintaining
proofs of claim would impose heavy administrative and other
burdens on the Court and the Office of the Clerk of the U.S.
Bankruptcy Court for the Eastern District of Michigan, relates
Judy A. O'Neill, Esq., at Foley & Lardner, L.L.P., in Detroit,
Michigan, the Debtors' proposed counsel.

Ms. O'Neill avers that preparing and serving the notices to all
of the Debtors' creditors and parties-in-interest and docketing
and maintaining the large number of proofs of claim that may be
filed in their bankruptcy cases would also strain the resources
of the Clerk's Office.

Accordingly, the Debtors seek the Court's authority to employ
Administar Services Group LLC, as their claims, noticing, and
balloting agent.

Administar Services is a firm that specializes in providing data
processing services to Chapter 11 debtors in connection with
administration and reconciliation of claims, as well as
administration of plan balloting.  The Debtors maintain that
Administar is well qualified to provide them services because of
the firm's experience in providing claims, noticing, and
balloting services in many other chapter 11 cases in various
jurisdictions.

As the Debtors' claims, noticing and balloting agent, Administar
Services will, among other things:

   (a) prepare and serve required notices in the Debtors'
       Chapter 11 cases, including:
       
       * notice of the commencement of the Debtors' Chapter 11
         cases and the initial meeting of creditors pursuant to
         Section 341(a) of the Bankruptcy Code;
         
       * notice of the claims bar date, if any;
       
       * notice of objections to claims;

       * notice of any hearings on a disclosure statement and
         confirmation of a plan of reorganization; and
                       
       * other miscellaneous notices to any entities, as the
         Debtors' may deem necessary for an orderly
         administration of their Chapter 11 cases;

   (b) after the mailing of a particular notice, prepare for
       filing with the Court a certificate or affidavit of
       service that includes a copy of the notice involved, an
       alphabetical list of persons to whom the notice was
       mailed, and the date and manner of mailing;

   (c) assist the Debtors in preparing the Schedules of Assets
       and Liabilities and Statements of Financial Affairs;
       
   (d) receive and record proofs of claim and proofs of interest
       filed;
   
   (e) create and maintain official claims registers, with each
       proof of claim or proof of interest including, among other
       things,

       * the name and address of the claimant and any agent
         for that claimant, if the proof of claim or proof of
         interest was filed by an agent, and the entity or
         entities against which that claim was filed;
                
       * the date received and the claim number assigned;
                
       * the asserted amount and classification of the claim;
                
       * implement necessary security measures to ensure the
         completeness and integrity of the claims registers; and
                
       * transmit to the Clerk's Office a copy of the claims
         registers upon request and at agreed upon intervals;

   (f) perform balloting services in the Debtors' Chapter 11
       cases, including:

       * print ballots including the printing of color-coded,
         creditor- and shareholder-specific ballots;
                
       * prepare voting reports by plan class, creditor or
         shareholder and amount for review and approval by the
         the Debtors and their counsel;

       * coordinate mailing of ballots, disclosure statement and
         plan of reorganization or other appropriate materials to
         all voting and non-voting parties and provide affidavit
         of service;
                
       * establish a telephone contact number to receive
         questions regarding voting on the plan; and

       * receive and tabulate ballots, inspect ballots for
         conformity to voting procedures, date stamp and number
         ballots consecutively, provide computerized balloting
         database services and certify the tabulation results;

   (g) maintain an up-to-date mailing list for all entities that
       have filed a proof of claim or proof of interest, in which
       the list will be available upon request of a party-in-
       interest or the Clerk's Office;

   (h) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours;
            
   (i) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and provide
       notice of those transfers as required by Bankruptcy Rule
       3001(e);
            
   (j) comply with applicable federal, state, municipal, and
       local statutes, ordinances, rules, regulations, orders and
       other requirements;
            
   (k) assist the Debtors and provide temporary employees to
       process, reconcile and resolve claims, as necessary;

   (l) comply with other conditions and requirements as the
       Clerk's Office or the Court may at any time prescribe; and

   (m) perform other administrative and support services related
       to noticing, claims, docketing, solicitation and
       distribution as the Debtors may request and which
       Administar Services may agree to perform, including
       providing administrative support services with respect to
       the Debtors' information assembly and dissemination and
       distribution functions.

The Debtors will compensate and reimburse Administar Services for
services rendered and expenses incurred in connection with their
Chapter 11 cases pursuant to the terms and conditions of a
Services Agreement between the parties dated February 11, 2008.

Administar Services' hourly rates for its professionals are:

       Professional                             Hourly Rate
       ------------                             -----------
       Vice President/Senior Vice President     $150 to $185

       Bankruptcy Consultant                     $90 to $150
       /Senior Bankruptcy Consultant

       Bankruptcy Analyst/Senior Analyst         $55 to  $85

       Administrative/Operations                 $25 to  $45
       /Call Center Attendant

Jeffrey L. Pirrung, senior vice president of Administar Services,   
assures the Court that neither the firm, nor any of its
employees, is connected with the Debtors, their creditors, other
parties-in-interest or the United States Trustee or any person
employed by the Office of the U.S. Trustee.   He maintains taht
Administar Services is a disinterested person, as the term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b).

               About Blue Water Automotive

Blue Water Automotive Systems, Inc. designs and manufactures
engineered thermoplastic components and assemblies for the
automotive industry.  The company's product categories include
airflow management, full interior trim/sub-systems, functional
plastic components, and value-added assemblies.  They are
supported by full-service design, program management,
manufacturing and tooling capabilities.  With more than 1,400
employees, Blue Water operates eight manufacturing and product
development facilities and has annual revenues of approximately
$200 million.  The company's headquarters and technology center is
located in Marysville, Mich.

In 2005, KPS Special Situations Fund II, L.P., and KPS Special
Situations Fund II(A), L.P., acquired Blue Water Automotive
through a stock purchase transaction.  In 2006, the company
acquired the automotive assets and operations of Injectronics,
Inc., a manufacturer of thermoplastic injection molded components
and assemblies.  KPS then set about reorganizing the company.  
The company implemented a program to improve operating
performance and address its liquidity issues.  During 2007, the
company replaced senior management, closed two facilities, and
reduced overhead spending by one third.

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection February 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Blue Water's bankruptcy petition lists assets and
liabilities each in the range of $100 million to $500 million.  
(Blue Water Automotive Bankruptcy News Issue No. 2, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


BRAIN MATTERS: Case Summary & 14 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Brain Matters, Inc.
        3773 Cherry Creek Drive North, Suite 615E
        Denver, CO 80209

Bankruptcy Case No.: 08-11721

Type of Business: The Debtor offers brain SPECT imaging.

Chapter 11 Petition Date: February 15, 2008

Court: District of Colorado (Denver)

Judge: Howard R. Tallman

Debtors' Counsel: Lee M. Kutner, Esq. (lmk@kutnerlaw.com)
                  303 E. 17th Avenue, Suite 500
                  Denver, CO 80203
                  Tel: (303) 832-2400
                  http://www.kutnerlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $10 million to $50 million

Consolidated Debtor's List of 14 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   John F. Shega, M.D.                               $352,931
   Defined Benefit Plan
   2710 Health
   San Diego, CA 92123

   Dianna Keeler                                     $336,902
   10682 Sperry Street
   Northglenn, CO 80234

   Bishop's                                          $324,175

   Mad River Holdings                                $319,250

   Blank Rome LLP                                    $272,040

   Tyler Belnap                                      $255,753

   Vanguard Strategies                               $214,739

   Pacific Gateway/LA                                $192,063

   Pamela Levine, LLC                                $158,204

   MerriBeth Adams                                   $155,824

   CIT Technology Financial Services                 $139,645

   E Clinical                                        $130,885

   Line of Business Technologies                     $102,655

   Single Bond Holdings                              $83,637


BUCYRUS INT'L: Earns $61.9 Mil. for 2007 Fourth Qtr. Ended Dec.31
-----------------------------------------------------------------
Bucyrus International Inc. reported net earnings for the fourth
quarter of 2007 at $61.9 million, compared with $17.5 million for
the fourth quarter of 2006.  Net earnings for the year ended Dec.
31, 2007 were $136.1 million compared with $70.3 million for the
year ended Dec. 31, 2006.  Net earnings were reduced by
amortization of purchase accounting adjustments related to the
acquisition of DBT GmbH on May 4, 2007.

Total sales for the quarter ended Dec. 31, 2007 are
$547.9 million, compared with the total sales during the same
quarter of 2006 at $205.6 million.  

For 2007 fiscal year, sales were $1.6 billion, in comparison to
the total sales in fiscal 2006 at $0.7 billion.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $2.1 billion, total liabilities of $1.3 billion
resulting to common stockholder's investment of $0.8 billion.

The overall increase in surface mining sales reflected the ongoing
global demand for Bucyrus' products and services, which continues
to be driven by the sustained strength in markets for commodities
mined by Bucyrus machines.  Capacity constraints continue to have
an impact on surface mining sales, and the ongoing expansion of
Bucyrus' South Milwaukee facilities is expected to be completed by
the end of the first quarter of 2008.

Gross profit for the fourth quarter of 2007 was $136.3 million
compared with $51.1 million for the fourth quarter of 2006.  Gross
profit for the year ended Dec. 31, 2007 was $408.3 million
compared with $186.8 million for the year ended Dec. 31, 2006.   
Gross profit for the fourth quarter and year ended Dec. 31, 2007
was reduced by $7.1 million and $22.2 million, respectively, of
amortization of purchase accounting adjustments as a result of the
acquisition of DBT, which had the effect of reducing the gross
profit percentage for the fourth quarter and year ended Dec. 31,
2007 by 1.3% and 1.4%, respectively.  The increases in gross
profit were primarily due to the acquisition of DBT and increased
surface mining sales, as well as improved gross margins on both
surface mining original equipment and aftermarket parts and
services.  Gross profit on underground mining equipment was down
slightly for the fourth quarter of 2007 partially as a result of
increased manufacturing absorption losses.

Selling, general and administrative expenses for the fourth
quarter of 2007 were $67.0 million compared with $20.9 million for
the fourth quarter of 2006.  Selling, general and administrative
expenses for the year ended Dec. 31, 2007 were $185.6 million
compared with $73.0 million for the year ended Dec. 31, 2006.

Operating earnings for underground mining operations were reduced
by purchase accounting adjustments related to the acquisition of
DBT of $18.3 million and $49.1 million for the fourth quarter and
year ended Dec. 31, 2007, respectively.
          
Interest expense for the fourth quarter of 2007 was $9.6 million
compared with $1.6 million for the fourth quarter of 2006.   
Interest expense for the year ended Dec. 31, 2007 was
$27.7 million compared with $3.7 million for the year ended
Dec. 31, 2006.
          
Income tax benefit for the fourth quarter of 2007 was
$22.6 million compared with expense of $7.0 million for the fourth
quarter of 2006.  Income tax expense for the year ended Dec. 31,
2007 was $10.4 million compared with $26.9 million for the year
ended Dec. 31, 2006.  The effective tax rate for the fourth
quarter was impacted by significant one-time benefits related to
the underground mining operations.  These include a $12.2 million
deferred tax benefit resulting from a reduction in the German
statutory tax rate and a $14.0 million foreign tax credit benefit
resulting from repatriation of German earnings.  Earnings in lower
taxed jurisdictions resulted in $4.7 million of benefits and
various other items resulted in an additional $4.7 million of
benefits.

                    About Bucyrus International

Headquartered in South Milwaukee, Wisconsin, Bucyrus International
Inc. (Nasdaq: BUCY) -- http://www.bucyrus.com/-- is a global  
manufacturer of electric mining shovels, walking draglines and
rotary blasthole drills and provides aftermarket replacement parts
and services for these machines. In 2006, it had sales of $738
million.

                          *     *     *

Moody's Investor Service placed the company's long-term
corporate family rating at 'Ba3' in April 2007.  The rating still
holds to date with a stable outlook.


BUFFETS HOLDINGS: Court Approves Sale of Four Properties
-------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
issued an order authorizing Buffets Holdings Inc. and its debtor-
affiliates to sell certain properties, along with the Debtors'
rights, title and interest, free and clear of encumbrances,
pursuant sale contracts with different purchasers.

Before the Petition Date, the Debtors determined that some of
their restaurants were not performing adequately and should be
closed and the underlying properties sold.  Accordingly, the
Debtors retained Huntley Mullaney Spargo & Sullivan LLC to
develop a marketing plan for the Properties.  

After coordinating with local estate brokers, Huntley Mullaney's
efforts resulted in the Debtors executing purchase agreements for
each of the Properties before the Petition Date.

The Properties and their purchasers are:

   Property                        Price   Purchaser
   --------                        -----   ---------
   6633 West Kellogg Drive      $990,000   Meridian Investments
   Wichita, Kansas                         LLC

   1207 South Main Street      2,000,000   Andy Yang, Wan B.
   Sikeston, Missouri                      Liu, Yong Eric Wang

   2623 Wards Road             1,000,000   Lucky Property LLC
   Lynchburg, Virginia

   40 Cavalier Blvd.             995,000   Value Place Real
   Florence, Kentucky.                     Estate Services LLC

The Debtors' counsel, Pauline K. Morgan, Esq., at Young Conaway
Stargatt & Taylor LLP, in Wilmington, Delaware, explains that the
Properties were marketed by skilled brokers; are not core
components of the Debtors' long-range business strategy; and
are an economic burden.

"The elimination of liabilities associated with the Properties,
in addition to the value to be realized by the estates through
the sale of the Properties, is beneficial to the Debtors,
estates, and creditors," Ms. Morgan says.

Ms. Morgan also contends that an auction is not necessary because
it would be costly and impractical given the value to be
received.

"The proposed sales involve Buyers that are ready, willing and
able to close," Ms. Morgan argues.

Ms. Morgan notes that the Properties are clear of all liens;
satisfies Section 363(f) of the Bankruptcy Code; and are being  
sold in "good faith" under Section 363(m).

Additionally, the Debtors seek authorization from the Court to
pay the local brokers their commissions aggregating $209,500.  
Ms. Morgan maintains that the Local Brokers' fee commissions are
well within the range customarily found in similar real estate
transactions.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets, Inc.,    
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse
restaurants, and franchises sixteen steak-buffet restaurants in
six states.  The restaurants are principally operated under the
Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain
brands.  Buffets, Inc. employs approximately 37,000 team members
and serves approximately 200 million customers annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BUFFETS HOLDINGS: Court OKs Miscellaneous Asset Sale Procedures
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
established procedures for the sale of certain miscellaneous
assets of Buffets Holdings Inc. and its debtor-affiliates outside
the ordinary course of business, free and clear of all liens
pursuant to Section 363 of the Bankruptcy Code.

In the ordinary course of the Debtors' business, the Debtors
accumulated assets like restaurant equipment, tables, chairs,
cabinets, and fixtures that the Debtors no longer use or need and
are located in restaurant locations that the Debtors have closed
or desire to close during the pendency of their Chapter 11 cases.

According to the Debtors' counsel, Pauline K. Morgan, Esq., at
Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware, most
of the assets are obsolete and have been replaced by new
equipment.  Thus, the Debtors seek to sell the Assets to reduce
costs, free up space in their facilities, and raise funds for the
estates.

The Debtors determined that the prompt sale of the Assets without
individual Court approval will be in the best interest of their
creditors and the estate, Ms. Morgan says.  She adds that
establishing procedures for the sale of the Assets enable the
Debtors to maximize the Assets' potential recovery.

Ms. Morgan notes that the Assets have a relatively modest
aggregate value and establishing procedures for the sale of
Assets below a certain threshold of value will conserve the
Debtors' and Court's resources by avoiding serial motions to
approve relatively small sales.

In connection with the sale of the Assets, the Debtors propose to
sell the Assets on a per-location basis and does not exceed
$150,000, unless the sale is to an insider.

If the sale consideration from a purchaser exceeds $150,000 but
is less than $250,000, or if the sale is to an insider for an
amount less than $250,000, the Debtors will provide written
notice to:

   (a) the U.S. Trustee;

   (b) the proposed counsel to the Official Committee of
       Unsecured Creditors;

   (c) counsel to the administrative agent for the Debtors'
       postpetition lenders; and

   (d) any party having a known interest in the Assets to be
       sold.

The Notice Parties will then have five business days to object to
any proposed sale.  If there are no objections, the Debtors may
consummate the sale.  If an objection is timely made, the Debtors
will not proceed with the sale unless (i) the objection is
withdrawn or resolved; or (ii) the Court approves the sale by
order with not less than five days notice to the objecting party.

After any sale of the Assets, the Debtors will file a report of
the sale in accordance with Rule 6004(f)(1) of the Federal Rules
of Bankruptcy Procedure.

Ms. Morgan tells the Court that the Debtors' proposed sale of the
Assets is in "good faith" and that no insider will gain an unfair
advantage from any proposed sale since full disclosure will be
made with respect to any insider sales.  Moreover, the Debtors
will provide the Notice Parties with a reasonable opportunity to
review the adequacy of the price if sales exceed $150,000, but
less than $250,000.

Additionally, Ms. Morgan tells the Court that the proposed
disposition of the Assets should be approved "free and clear" of
any liens or claims, since the requirements of Section 363(f) are
met because any liens will attach to the proceeds of the sale.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets, Inc.,    
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse
restaurants, and franchises sixteen steak-buffet restaurants in
six states.  The restaurants are principally operated under the
Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain
brands.  Buffets, Inc. employs approximately 37,000 team members
and serves approximately 200 million customers annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BUFFETS HOLDINGS: Committee Taps Otterbourg Steindler as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets Holdings
Inc. and its debtor-affiliates asks the United States Bankruptcy
Court for the District of Delaware for authority to retain
Otterbourg Steindler Houston & Rosen PC as counsel effective as
of January 29, 2008.

The Committee said that it selected Otterbourg because of the
firm's extensive experience in, and knowledge of, business
reorganizations under Chapter 11 of the Bankruptcy Code.  The
Committee believed that Otterbourg is qualified to represent it
in a cost-effective, efficient and timely manner.

Specifically, the Committee needs Otterbourg to:

   -- assist and advise the Committee in its consultation with
      the Debtors relative to the administration of the Chapter
      11 cases;

   -- attend meetings and negotiate with the representatives of
      the Debtors and other parties-in-interest;

   -- assist and advise the Committee in its examination and
      analysis of the conduct of the Debtors' affairs;

   -- assist the Committee in the review, analysis, and
      negotiation of any plan of reorganization or asset
      acquisition proposals that may be filed and to assist the
      Committee in the review, analysis, and negotiation of
      disclosure statements;

   -- assist the Committee in the review, analysis, and
      negotiation of any financing agreements;

   -- take all necessary action to protect and preserve the
      interests of the Committee, including:

         * possible prosecution of actions on its behalf;

         * if appropriate, negotiations concerning all litigation
           in which the Debtors are involved; and

         * if appropriate, review and analysis of claims filed
           against the Debtors' estates;

   -- generally prepare on behalf of the Committee all necessary
      motions, applications, answers, orders, reports and papers
      in support of positions taken by the Committee;

   -- appear, as appropriate, before courts and the Unites States
      Trustee, and to protect the interests of the Committee
      before the courts and the Trustee; and

   -- perform all other necessary legal services.

Otterbourg will be paid for its legal services on an hourly basis
and will be reimbursed for its actual, reasonable and necessary
out-of-pocket disbursements:

           Partner & Counsel         $530 to $795
           Associate                  245 to  575
           Paralegal                  175 to  205

Glen B. Rice, Esq., a member of Otterbourg, assured the Court
that the firm does not have any connection with the Debtors,
their creditors or any other party-in-interest; does not have any
interests adverse to the Committee which would preclude it from
acting as counsel to the Committee in matters upon which it is to
be engaged; and is a "disinterested person" as that term is
applied in Section 101(14) of the Bankruptcy Code.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets, Inc.,    
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse
restaurants, and franchises sixteen steak-buffet restaurants in
six states.  The restaurants are principally operated under the
Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain
brands.  Buffets, Inc. employs approximately 37,000 team members
and serves approximately 200 million customers annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BUFFETS HOLDINGS: Committee Taps Pachulski Stang as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffets Holdings
Inc. and its debtor-affiliates asks the United States Bankruptcy
Court for the District of Delaware for authority to retain
Pachulski Stang Ziehl & Jones as its Delaware co-counsel nunc
pro tunc to January 29, 2008.

According to the Committee, it seeks to retain Pachulski Stang
as its Delaware co-counsel because of Pachulski Stang's extensive
experience and knowledge in the field of debtors' and creditors'
rights and business reorganizations under Chapter 11.  The
Committee said that it also needs Pachulski Stang to represent
the Committee's interests in connection with any litigation or
other matters that may arise concerning Fortress Investment Group
LLC.

Pachulski Stang, among others, is expected to:

   -- provide legal advice and assistance to the Committee in its
      consultation with the Debtors relative to the Debtors'
      administration of their reorganization;

   -- review and analyze all applications, motions, and orders
      filed with the Court by the Debtors or third parties,
      advise the Committee as to their propriety, and take
      appropriate action;

   -- prepare necessary applications, motions, answers, orders,
      and other legal papers on behalf of the Committee;

   -- represent the Committee at hearings held before the Court
      and communicate with the Committee regarding the issues
      raised, as well as the decisions of the Court;

   -- perform all legal services for the Committee which may be
      necessary and proper;

   -- represent the Committee in connection with any litigation,
      disputes or other matters that may arise in connection with
      Fortress; and

   -- represent the Committee in connection with any other
      matters for which the Committee's other counsel has a
      conflict of interest.

Pachulski Stang will be paid on an hourly basis, and will be  
reimbursed of actual, necessary expenses and other charges
incurred.  The principal attorneys and paralegals presently
designated to represent the Committee and their standard hourly
rates are:

     Professional                   Rate
     ------------                   ----
     Laura Davis Jones              $775
     Brad R. Goshall                 725
     Alan K. Kornfeld                625
     Curtis A. Hehn                  445
     Louise Tuschak                  195

Laura Davis Jones, Esq., a partner at Pachulski Stang, assures
the Court that her firm does not hold any interest adverse to the
Debtors, their estates, their creditors, and the Committee.  
Pachulski Stang is a "disinterested person" as that term is
applied in Section 101(14) of the Bankruptcy Code.

Headquartered in Eagan, Minnesota, Buffets Holdings Inc. --
http://www.buffet.com/-- is the parent company of Buffets, Inc.,    
which operates 626 restaurants in 39 states, comprised of 615
steak-buffet restaurants and eleven Tahoe Joe's Famous Steakhouse
restaurants, and franchises sixteen steak-buffet restaurants in
six states.  The restaurants are principally operated under the
Old Country Buffet, HomeTown Buffet, Ryan's and Fire Mountain
brands.  Buffets, Inc. employs approximately 37,000 team members
and serves approximately 200 million customers annually.

The company and all of its subsidiaries filed Chapter 11
protection on Jan. 22, 2008 (Bankr. D. Del. Case Nos. 08-10141 to
08-10158).  The Debtors' balance sheet as of Sept. 19, 2007,
showed total assets of $963,538,000 and total liabilities of
$1,156,262,000.  (Buffets Holdings Bankruptcy News, Issue No. 7;
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/  
or 215/945-7000)


BURGER KING: Earns $49 Million in Fiscal 2008 Second Quarter
------------------------------------------------------------
Burger King Holdings Inc. reported net income of $49.0 million for
the second quarter ended Dec. 31, 2007, compared with net income
of $38.0 million in the same period of 2006.  Positive worldwide
comparable sales in all segments and strong net restaurant growth
primarily drove this quarter's substantial improvements in revenue
and earnings over the prior year period.

Worldwide comparable sales were up 4.5%, making this the 16th
consecutive quarter of positive comparable sales growth.  In the
United States and Canada, comparable sales were up 4.2%, the 15th
consecutive quarter of positive comparable sales growth.  As a
result, the company posted strong second quarter fiscal 2008
revenues of $613.0 million, up 10.0% from $559.0 million in the
same quarter last year.

"Our strong worldwide performance across all regions and business
drivers confirmed our ability to execute on our multifaceted
strategic growth opportunities," said John Chidsey, chief
executive officer.  "Our top and bottom line expansion highlights
the continued momentum of our brand.  We succeeded in a
challenging macroeconomic environment with marketing initiatives
that drove increased sales and traffic, robust international
restaurant growth, and the profitability of our highly franchised
business model.

"Solid worldwide comparable sales were fueled by the globalization
of our products and promotions.  The Whopper(R) 50th anniversary
was celebrated with local fare across many countries.  Throughout
the regions, we drove strong comps as consumers sought the
affordable pricing, quality and innovation of both our value and
premium offerings."

Chidsey continued, "In the United States and Canada, the launch of
our Homestyle Melts exceeded expectations, and we increased family
traffic with promotions such as SpongeBob's Atlantis
Squarepantis(TM) and iDog(TM).  In Europe, comps were lifted by
our continued emphasis on premium offerings such as the Angry
Whopper(R) sandwich and BK Fusions(TM) Real Dairy Ice Cream."

System-wide trailing 12-month average restaurant sales reached a
record high - posting an 8.0% increase to $1.25 million compared
to $1.16 million for the same period in the prior year.  For the
second quarter of fiscal 2008, system-wide ARS increased 8.0% to
$322,000 compared to $297,000 in the same quarter last year.

As guided, worldwide company restaurant margins remained unchanged
from the prior year period.  Despite higher commodity costs, the
company maintained margins primarily due to strong comparable
sales, continued improvements in UK company operations and savings
in North America derived from the rollout of the flexible batch
broiler.  In the U.S., company restaurant margins actually
increased 30 basis points to 16.2%.

                           Uses of Cash

During the second quarter, the company declared and paid a cash
dividend of $0.0625 per share.  The company also retired an
additional $25.0 million in debt using cash flow generated from
operations.  Going forward, the company plans on using a portion
of its excess cash to repurchase shares under the previously
disclosed $100.0 million Share Repurchase Program.

"We continued to execute on our plan of remodeling and rebuilding
restaurants in the U.S., an initiative which is expected to
increase profitability," said Ben Wells, chief financial officer.  
"Additionally, we have executed several small restaurant
acquisitions and have facilitated a number of restaurant sales
between franchisees.  We believe that our proactive portfolio
management will help us attain our forecasted financial and
development objectives."

                          Future Growth

The company reported significant increases in its restaurant count
in the second quarter, opening a net 105 units worldwide.  During
the first six months of fiscal 2008, the company has opened 112
restaurants on a net basis, the highest net restaurant growth in
six years, and double the net restaurant growth from the same
period in 2007.

"We executed on our worldwide development strategy with the
opening of over 100 net new restaurants.  Additionally, we entered
into development agreements with new franchisees in Colombia,
Brazil and Romania.  I remain confident in our ability to grow the
brand worldwide, including net restaurant growth in the U.S. and
Canada segment," Chidsey said.

                 About Burger King Holdings Inc.

Headquartered in Miami, Florida, Burger King Holdings Inc. --
http://www.bk.com/-- operates more than 11,300 restaurants in all  
50 states and 69 countries and U.S. territories worldwide.  
Approximately 90.0% of Burger King(R) restaurants are owned and
operated by independent franchisees, many of which are family-
owned operations that have been in business for decades.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Moody's Investors Service affirmed the Ba2 corporate family rating
of Burger King Corporation.  Moody's also affirmed the company's
Ba2 rating assigned to Burger Kings's $250 million senior secured
term loan A, $1.1 billion senior secured term loan B, and
$150 million senior secured revolving credit facility.  In
addition, Moody's changed the outlook for Burger King to stable
from negative.


CANADIAN STAGE: Axes Jobs and Suspends Play Development Program
---------------------------------------------------------------
The Canadian Stage Company laid off around 10 staff and suspended
its Play Development Program due to financial problems, various
reports relate.  David Storch stepped down as CanStage's artist
director early this month after a few months of service, reports
add.

Based on the reports, CanStage lost about $694,000 during the two
most recent seasons and has a deficit of about $1 million.

CanStage is currently asking the Toronto government for $800,000
restructuring fund, reports say.

Artistic producer, Martin Bragg, told reporters that CanStage
remains strong and thriving, amid the debt load.

Meanwhile, playwrights Florence Gibson and Brad Fraser contest the
suspension of the Play Development Program, according to Globe and
Mail.  Mr. Fraser asserts that "the real problem starts right at
the top" and claims that Mr. Bragg doesn't have vision and is
trying to destroy the institution, Globe and Mail reveals.

Lynn Slotkin, theater analyst, commented that CanStage had lost
its focus and had strayed from making intellectual plays, CBC
Canada News reports.

                       About Canadian Stage

Toronto, Ontario-based The Canadian Stage Company --
http://www.canstage.com/-- began with Dora Mavor Moore (1888-
1979).  A teacher and director, she arrived in Toronto from
Glasgow, Scotland at the age of eight.  She devoted her long life
to creating theatre and theatre companies in her new home.  In
1938 she formed an amateur theatre group called the Village
Players, which produced a quality of theatre equal to the fare
offered by imported touring companies.

The Canadian Stage Company is Canada's largest not-for-profit
contemporary theatre company.  The Play Development department
initiates and develops new work through commissions, workshops,
one-on-one dramaturgy and the Play Creation Group.  Canadian Stage
continues to present productions at the St. Lawrence Centre at the
Bluma Appel Theatre as well as the Berkeley Theatre Upstairs and
the Berkeley Theatre Downstairs.  It also presents an outdoor
Shakespeare production in Toronto's High Park each summer called
"Dream in High Park."  A Toronto tradition, the Dream is
celebrating its 25th anniversary by staging A Midsummer Night's
Dream.


CAPITALSOURCE INC: Board Lets CEO Decide Fate of TierOne Merger
---------------------------------------------------------------
The Board of Directors of CapitalSource Inc. authorized its
chairman and chief executive officer to either terminate its
merger with TierOne Corp. or negotiate new terms for the
transaction, even as it disclosed that it intends to continue
evaluating the merger transaction.

A provision in the parties' merger agreement allows either TierOne
or CapitalSource to unilaterally terminate the agreement after
Feb. 17, 2008.  CapitalSource agreed to purchase TierOne for
approximately $652 million last May 2007.

The transaction remains subject to approval by the Office of
Thrift Supervision.  TierOne and CapitalSource have been working
with officials at the OTS to complete the regulatory agency's
review process.

TierOne recently commented that it has also reaffirmed its
commitment to complete its merger transaction with CapitalSource,
and is now awaiting additional comments on the merger application
from its federal regulatory agency.

                          About TierOne

Based in Lincoln, Nebraska, TierOne Corp. --
https://www.tieronebank.com/ -- is the parent company of TierOne
Bank.  The bank offers a full line of FDIC-insured checking and
savings accounts.  The bank is an equal housing lender and offer a
very competitive line of loan products.  It has assets of over
$3.4 billion and offers customers a wide variety of full-service
consumer, commercial and agricultural banking products and
services through a network of 69 banking offices located in
Nebraska, Iowa and Kansas and 10 loan production offices located
in Arizona, Colorado, Florida, Minnesota, Nevada and North
Carolina.

                       About CapitalSource

Based in Chevy Chase, Maryland, CapitalSource Inc. (NYSE: CSE) --
http://www.capitalsource.com/-- operates as a real estate  
investment trust and, via its commercial loan and investment and
residential mortgage investment businesses, provides senior and
subordinated commercial loans, engages in asset management and
servicing activities, invests in real estate and residential
mortgage assets.

CapitalSource manages an asset portfolio, which as of Sept. 30,
2007 was approximately $20.7 billion.  The company has
approximately 560 employees in offices across the U.S. and in
Europe.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 18, 2007,
Fitch Ratings assigned a 'BB+' rating to CapitalSource's $250
million senior subordinated debentures issued on July 30, 2007.

The 7.25% notes are unsecured and will mature July 15, 2037.  
Prior to maturity, the notes can be converted, under certain terms
and conditions, into CapitalSource common stock.  The notes rank
equally with $499 million of subordinated debentures due in 2034,
which are also rated 'BB+' by Fitch.


CELESTICA INC: To Hold Annual Gen. Shareholders' Meeting April 24
-----------------------------------------------------------------
The Annual General Shareholders' Meeting of Celestica Inc. will be
held on Thursday, April 24, 2008 at 10:00 a.m. Eastern at the
Dominion Club, 1 King Street West, Toronto, Ontario.

Celestica also set Friday, March 14, 2008, as the record date for
determining shareholders of the company who are entitled to vote
at the meeting.  Shareholders will receive the company's proxy
statement and related materials in late March.

Headquartered in Toronto, Celestica Inc. (NYSE:CLS) --
http://www.celestica.com/-- provides innovative electronics    
manufacturing services to companies in the computing,
communications, consumer, industrial, and aerospace and defense
end markets.  As reported in the Troubled Company Reporter on Feb.
5, 2008, Celestica reported net loss on a generally accepted
accounting principles basis for the fourth quarter of $11.7
million compared to GAAP net loss of $60.8 million for the same
period last year.
                        *     *     *

Moody's Investors Service placed Celestica Inc.'s corporate
family and probability of default ratings at 'B1' in May 2007.
The ratings still hold to date with a negative outlook.


CENTURY ALUMINUM: Posts $112.3MM Net Loss for 2007 Fourth Quarter
------------------------------------------------------------------
Century Aluminum Company reported a net loss of $112.3 million for
the fourth quarter of 2007.  For the fourth quarter of 2006, the
company reported a net loss of $119.1 million.

Reported fourth quarter results were impacted by a net after-tax
charge of $147.7 million for mark-to-market adjustments on forward
contracts that do not qualify for cash flow hedge accounting.   
Quarterly results were impacted by a tax benefit of $4.0 million
related to the increase in the carrying amount of deferred tax
assets as a result of a state tax law change.  The dilutive effect
of the convertible notes, options and service-based awards would
reduce basic EPS by $0.05 per share.

For fiscal year ended Dec. 31, 2007, Century reported a net loss
of $101.2 million compared to the net loss of $41.0 million for
fiscal 2006.

Included in these results is a net after-tax charge of
$328.3 million for mark-to-market adjustments on forward contracts
that do not qualify for cash flow hedge accounting.  Full year
results were impacted by a tax benefit of $8.3 million related to
the increase in the carrying amount of deferred tax assets as a
result of a state tax law change.

Sales for the fourth quarter of 2007 were $432.1 million compared
with $424.4 million for the fourth quarter of 2006.

Sales for fiscal 2007 were $1.8 billion compared with $1.6 billion
for 2006.

As of Dec. 31, 2007, the company's consolidated balance sheet
reflected a total shareholder's equity of $0.6 billion.

"Century made good progress in 2007 toward its strategic
objectives of lowering unit production costs, increasing global
diversification and addressing our long-term cost structure,"
Logan W. Kruger, president and chief executive officer, said.  
"Our financial results were strong and included record shipments
and cash flow.

"During the fourth quarter, we completed the latest expansion of
Nordural's smelter at Grundartangi, Iceland," Mr. Kruger
continued.  "The entire three-year project, which almost tripled
the size of the plant, was implemented on time and on budget."

"The smelter is now producing at its 260,000 tonne per year
capacity, and is operating well," Mr. Kruger added.  "We are proud
of the team which delivered this impressive result, while
simultaneously operating the plant in an efficient and safe
manner.

"At our greenfield smelter project near Helguvik, Iceland, we made
important progress," Mr. Kruger stated.  "We signed agreements
with two geothermal power providers and with the national power
transmission company."

"We received a favorable opinion from the National Planning Agency
on our environmental impact assessment, Mr. Kruger relayed.  "We
raised the equity financing for the plant's first two phases and
became the first U.S. company to list on the Iceland stock
exchange."

"Lastly, we have assembled an experienced project team; they are
now completing the final steps required for the commencement of
construction," Mr. Kruger conveyed.

"We see 2008 as another year of opportunity for Century," Mr.
Kruger went on to say.  "We will begin the major construction
phase of our new plant in Iceland."

"We will also commence a modest two year capital improvement
program for our U.S. plants," Mr. Kruger concluded.  "These
activities are taking place in an industry environment that we
would characterize as favorable over the medium and longer-term."

                    About Century Aluminum
        
Headquartered in Monterey, California, Century Aluminum Company
(NASDAQ: CENX) -- http://www.centuryaluminum.com/-- owns primary   
aluminum capacity in the United States and Iceland, as well as an
ownership interest in alumina and bauxite assets in the United
States and Jamaica.  Century's corporate offices are located in
Monterey, California.
        
                         *      *     *

Century Aluminum Company carries Moody's Investors Service Ba3
corporate family and probability-of-default ratings, and B1 senior
unsecured debt rating.  The ratings outlook remains stable.
        
The company also carries Standard & Poor's BB- long-term foreign
and local issuer credit ratings.  The ratings outlook remains
stable.
        

CHOICE HOTELS: Board Elects Scott A. Renschler as Director
----------------------------------------------------------
Choice Hotels International's board of directors elected Scott A.
Renschler, Psy.D., 38 as director.

"I am extremely pleased that Scott Renschler will be joining our
board of directors," Charles A. Ledsinger, Jr., vice chairman and
chief executive officer, Choice Hotels International, said.  "I
look forward to his contributions to the board as Choice focuses
on continued profitable growth of its core business and its share
of the lodging market."

Dr. Renschler is a clinical psychologist in private practice.
Since 1993, he has served as a member of the board of directors of
Realty Investment Company, a privately-held real estate
development and investment company, and Commonweal Foundation, a
non-profit organization whose mission is the education of
disadvantaged youth.

Dr. Renschler is a seven-year director of the Mental Wellness
Foundation, a grant-making organization that supports mental
health and educational services for at-risk or disadvantaged
people.

            About Choice Hotels International Inc.

Based in Silver Spring, Maryland, Choice Hotels International Inc.
(NYSE:CHH) -- http://www.choicehotels.com/-- franchises more than   
5,500 hotels, representing more than 450,000 rooms, in the United
States and 37 countries and territories.  As of Dec. 31, 2007,
1,004 hotels are under development in the United States,
representing 79,342 rooms, and an additional 89 hotels,
representing 8,640 rooms, are under development in more than 15
countries and territories.  The company's Comfort Inn, Comfort
Suites, Quality, Sleep Inn, Clarion, Cambria Suites, MainStay
Suites, Suburban Extended Stay Hotel, Econo Lodge and Rodeway Inn
brands serve guests worldwide.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Choice Hotels International Inc.'s balance sheet at Dec. 31, 2007,
showed total assets of $328.38 million and total liabilities of
$485.44 million, resulting to a total shareholders' deficit of
$157.06 million.


CHRYSLER LLC: Exceeds Recovery Plan on Key Metrics, Cerberus Says
-----------------------------------------------------------------
Chrysler LLC is bound to surpass its recovery plan "on virtually
all key metrics" according to an e-mailed statement by Cerberus
Capital Management LP on Friday, Terry Kosdrosky writes for The
Wall Street Journal.

Cerberus expressed confidence on its capital infusion in Chrysler
and complimented on the leadership of chief executive
RobertNardelli and co-presidents Tom LaSorda and Jim Press, WSJ
notes.

He said that Chrysler will "fare just fine" with its $8 billion
cash but continue to warn investors of the risks, WSJ relates.

Cerberus also said that GMAC LLC has "strong long-term prospects,"
WSJ adds.

These compliments came amid the financial pressures that Chrysler
and GMAC are facing due to the crisis in the U.S. economy, WSJ
notes.  Cerberus founder Stephen Feinberg, WSJ relates, had
informed shareholders late last month about the risks involving
the two companies.

                   Difficulty Warning for GMAC

Meanwhile, GMAC struggled with the decline in the U.S. housing
industry and financial markets and reported a $724 million loss
during the last quarter of 2007.

As reported in the Troubled Company Reporter on Feb. 18, 2008,
founder of Cerberus Capital warned investors of possible
"substantial difficulty" in GMAC, the auto and mortgage lender
controlled by Cerberus.

Mr. Feinberg wrote in a Jan. 22 letter to investors that while
Cerberus has "detailed contingency plans in a continuing worsening
environment . . . if the credit markets continue to decline and we
find ourselves in a prolonged environment of capital market
shutdown, GMAC could run into substantial difficulty."

The letter outlines worst-case scenarios for investors according
to Cerberus partner Tim Price.

                      About Cerberus Capital

Cerberus Capital Management LP -- http://www.cerberuscapital.com/
-- is a private investment firms that provides both financial
resources and operational expertise to undervalued companies.  
Cerberus is headquartered in New York City with affiliates and
advisory offices in Atlanta, Chicago, Los Angeles, London, Baarn,
Frankfurt, Tokyo, Osaka and Taipei.

Cerberus holds controlling or significant minority interests in
companies around the world, including 80.1% stake in Chrysler LLC
bought in 2007 from Daimler AG.  Cerberus was also the lead
investor of a group that acquired 51% of GMAC, the financing arm
of General Motors.  In aggregate, these companies currently
generate over $60 billion in annual revenues.

                            About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.

                        About Chrysler LLC

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

                          *     *     *

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


CHRYSLER LLC: Denied by Court to Pull Out Tooling Equipment
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
denied Chrysler LLC's request to pull out tooling equipment from
Plastech Engineered Products Inc. and its debtor-affiliates'
plants.

The decision came after a two-day hearing last week, with Chrysler
and Plastech presenting their cases about the tooling dispute.

Chrysler spokesperson, Kevin Frazier, commented, "We are obviously
disappointed with this decision.  We cannot provide further
information at this time.  However, we will continue to work with
all parties to ensure that our plants continue to receive
deliveries of parts."

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
Debtors opposed Chrysler's request for lifting of the automatic
stay that would allow it to take possession of the tooling.  If
Chrysler's proposal is granted, the Debtors contended, they would
immediately lose approximately 15% of their annual revenues,
considering that Chrysler accounts for about $200,000,000 of
Plastech's annual revenues.

In addition, the Debtors argued that Chrysler has no right to take
the tooling equipment away, since pursuant to their financial
accomodation agreements, the tooling is property of the Debtors'
estate.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Chrysler LLC reacted to Plastech's argument that the tooling
equipment is property of the estate.  Chrysler argued that the
objections of the Debtors and various of the Debtors' lenders,
which share a common theme -- that Chrysler's entitlement to
possession of the Tooling is somehow conditioned on Chrysler
proving "ownership" of the Tooling -- miss the mark.

"Possession of the Tooling, not ownership, is the issue before
the Court," Chrysler's counsel argued.

Representatives for General Motors Corp. and Ford Motor Co. as
well as for auto supplier Johnson Controls Inc. told the Court
that they believe Chrysler has the right to reclaim their own
equipment under their contracts with Plastech.

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier       
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.

                       About Chrysler LLC

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

                          *     *     *

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


CITY OF VALLEJO: Faces $10MM Shortfall, On Brink of Bankruptcy
--------------------------------------------------------------
The city of Vallejo, California, is on the brink of bankruptcy,
according to an InsideBayArea.com report.

The report says Vallejo is facing a $10 million cash shortfall and
is expected to be unable to pay its bills by the end of April.  
The report says a draft plan presented Feb. 13 calls for the
elimination of 30 city staff positions.

About 20 police and fire employees the past few days have
submitted their retirement papers and more are expected to follow,
the reports relate, citing officials at the Vallejo Police
Department and Vallejo Fire Department.

At Wednesday's budget study session, Interim Fire Chief Russ
Sherman said the draft emergency financial plan would result in
impacts to service and necessary training of personnel, the report
says.

Vallejo is a city in Solano County.  As of the 2000 census, the
city had a total population of 116,760.  It is located in the San
Francisco Bay Area on the northern shore of San Pablo Bay.


CLEAR CHANNEL: Earns $320 Million in Quarter Ended December 31
--------------------------------------------------------------
Clear Channel Communications Inc. reported results for its fourth
quarter and year ended Dec. 31, 2007.

The company reported net income of $320.56 million in the fourth
quarter of 2007, compared to net income of $211.34 million for the
same period in the previous quarter.   

Clear Channel's expenses increased 7% to $1.2 billion during the
fourth quarter of 2007 compared to 2006.  Included in the
company's 2007 expenses is a $36 million increase due to movements
in foreign exchange.  During the fourth quarter of 2006, the
company recorded a reduction to expenses of $9.8 million as a
result of a favorable settlement of a legal proceeding.

Excluding the effects of movements in foreign exchange in the 2007
expenses and the $9.8 million reduction to expenses in 2006,
expense growth would have been 3%.  Also included in the company's
2007 expenses is approximately $11.5 million of non-cash
compensation expense.

Clear Channel's income before discontinued operations increased
22% to $223.6 million, as compared to $183.9 million for the same
period in 2006.

                        Full Year Results

The company's net income was $938.5 million for 2007.  This
compares to $691.5 million in 2006.  Income before discontinued
operations was $772.1 million for 2007.  This compares to income
before discontinued operations of $620 million in 2006.  

The company's full year 2006 net income included approximately
$35.7 million of pre-tax gains on the divestitures of radio assets
and the swap of certain outdoor assets.  Excluding these gains,
Clear Channel's 2006 income before discontinued operations would
have been $599 million.

"We delivered excellent results with record earnings per share in
2007," Mark P. Mays, chief executive officer of Clear Channel
Communications, commented.  "Our Radio team continued its
successful track record of out-performing our competitors in the
radio industry.  As we enter 2008, we remain optimistic across all
our businesses. We have seen improving trends in the current year
in our radio division and would expect that to continue through
the end of the year.  In Outdoor, we exceeded our forecast for the
roll-out of digital boards last year and are on course to
accelerate the roll-out this year.  Results like these don't occur
without a great team at the helm.  We are proud of their
performance in 2007 and are confident in their leadership as we
capitalize on the many opportunities presented in 2008."

                         Merger Transaction

The company's shareholders approved the adoption of the merger
agreement, as amended, in which Clear Channel would be acquired by
CC Media Holdings Inc., a corporation formed by private equity
funds co-sponsored by Thomas H. Lee Partners L.P. and Bain Capital
Partners LLC on Sept. 25, 2007.

Under the terms of the merger agreement, as amended, the company's
shareholders will receive $39.20 in cash for each share they own
plus additional per share consideration, if any, as the closing of
the merger will occur after Dec. 31, 2007.  As an alternative to
receiving the $39.20 per share cash consideration, the company's
unaffiliated shareholders were offered the opportunity on a purely
voluntary basis to exchange some or all of their shares of Clear
Channel common stock on a one-for-one basis for shares of Class A
common stock in CC Media Holdings Inc.

Holders of shares of the company's common stock in excess of the
aggregate cap provided in the merger agreement, as amended,
elected to receive the stock consideration.  As a result,
unaffiliated shareholders of the company will own an aggregate of
30,612,245 shares of CC Media Holdings Inc.  Class A common stock
upon consummation of the merger.

In connection with the proposed acquisition, the company agreed
with the United States Department of Justice to enter into a Final
Judgment and Hold Separate Agreement in accordance with and
subject to the Tunney Act.  The applicable waiting period under
the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired
at 11:59 PM EST on Feb. 13, 2008.  There are no remaining
regulatory approvals needed to close the transaction.  The company
anticipates closing on or before March 31, 2008.

                 Liquidity and Financial Position

For the year ended Dec. 31, 2007, cash flow: (i) from operating
activities was $1.55 billion; (ii) used by investing activities
was $481.4 million; (iii) used by financing activities was
$1.43 billion; and (iv) net cash provided by discontinued
operations was $392.3 million for a net increase in cash of
$29.1 million.

As of Dec. 31, 2007, 80% of the company's debt bears interest at
fixed rates while 20% of the company's debt bears interest at
floating rates based upon LIBOR.  The company's weighted average
cost of debt at Dec. 31, 2007 was 6%.

As of Feb. 14, 2008, the company had approximately $997.8 million
available on its bank credit facility.  The company may utilize
existing capacity under its bank facility and other available
funds for general working capital purposes including funding
capital expenditures, acquisitions, stock repurchases and the
refinancing of certain public debt securities.  

Capacity under the facility can also be used to support commercial
paper programs. Redemptions or repurchases of securities will
occur through open market purchases, privately negotiated
transactions, or other means.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $ 18.8 billion, total liabilities of $10 billion and total
shareholders' equity of $8.8 billion.

              About Clear Channel Communications

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Standard & Poor's Ratings Services said its ratings on Clear
Channel Communications Inc., including the 'B+' corporate credit
rating, remain on CreditWatch with negative implications.  S&P
originally placed them on CreditWatch on Oct. 26, 2006, following
the company's announcement that it was exploring strategic
alternatives to enhance shareholder value.


COUNTRYWIDE FINANCIAL: Delinquency & Foreclosure Rates Soar
------------------------------------------------------------
Countrywide Financial Corp. disclosed high delinquency and
foreclosure rates in January, depicting the mounting homebuilding
sector woe in the U.S., various sources report.

CNNMoney.Com relates that late payments to loan servicers, who
collect mortgage payments for owners, increased 7.47% last month,
compared with 7.2% in December 2007 and 4.32% in January 2007.  
Foreclosure rates of unpaid principal balance was up 1.48% in
January, compared with 1.44% in December 2007 and 0.77% in January
2007.

                 January 2008 Operational Results

Countrywide Financial released operational data for the month
ended Jan. 31, 2008.

Average daily mortgage loan application activity for January 2008
was $2.6 billion, which compares to $1.5 billion for December
2007.  The mortgage loan pipeline was $51 billion at Jan. 31,
2008, as compared to $35 billion for December 2007.

Mortgage loan fundings for the month of January 2008 were
$22 billion, down 6% from December 2007.

The mortgage loan servicing portfolio increased modestly to
$1.48 trillion at Jan. 31, 2008, up $3.6 billion from Dec. 31,
2007 and $163 billion from Jan. 31, 2007.

Banking Operations' assets were $111 billion at Jan. 31, 2008,
which compares to $113 billion at Dec. 31, 2007 and $83 billion at
Jan. 31, 2007.

                   About Countrywide Financial

Based in Calabasas, California, Countrywide Financial Corporation
(NYSE: CFC) -- http://www.countrywide.com/-- is a diversified
financial services provider and a member of the S&P 500, Forbes
2000 and Fortune 500.  Through its family of companies,
Countrywide originates, purchases, securitizes, sells, and
services residential and commercial loans; provides loan closing
services such as credit reports, appraisals and flood
determinations; offers banking services which include depository
and home loan products; conducts fixed income securities
underwriting and trading activities; provides property, life and
casualty insurance; and manages a captive mortgage reinsurance
company.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's placed the ratings of Countrywide Financial Corporation
and its subsidiaries under review for upgrade.  CFC and
Countrywide Home Loans senior debt is rated Baa3 and short-term
debt is rated Prime-3.  Countrywide Bank FSB's bank financial
strength rating is C-, deposits are rated Baa1 and short-term debt
Prime-2.  All long and short-term ratings are placed under review
for possible upgrade.


DAVITA INC: Earns $85.7 Million in 2007 Fourth Quarter
------------------------------------------------------
DaVita Inc. disclosed Wednesday results for the quarter and year
ended Dec. 31, 2007.  Net income for the three months ended
Dec. 31, 2007 was $85.7 million, as compared to $74.1 million for
the same period of 2006.

Net income for the year ended Dec. 31, 2007 excluding after-tax
gains from insurance settlements, the after-tax valuation gain on
the company's product supply agreement with Gambro Renal Products
and after-tax gains on the sale of investment securities was
$340.3 million, as compared with $266.5 million for the same
period of 2006.

For the year ended Dec. 31, 2007 operating cash flow was
$533.0 million and free cash flow was $421.0 million.  For the
three months ended Dec. 31, 2007, operating cash flow was
$223.0 million and free cash flow was $185.0 million.
   
Operating income for the three months ended Dec. 31, 2007, was
$195.0 million, as compared to $189.0 million for 2006.  Operating
income for the year ended Dec. 31, 2007, was $862.0 million
including pre-tax gains from insurance settlements of
$6.8 million, and the pre-tax valuation gain on the company's
product supply agreement with Gambro Renal Products of
$55.0  million, and was $800.0 million excluding these items, as
compared to $701.0 million for 2006.

The annual effective tax rate for the year ended Dec. 31, 2007,
was 39.2% and was 37.9% for the three months ended Dec. 31, 2007.

                         Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$6.94 billion in total assets, $5.06 billion in total liabilities,
$150.5 million in minority interests, and $1.73 billion in total
stockholders' equity.

                       About DaVita Inc.

Headquartered in El Segundo, California, DaVita Inc. (NYSE: DVA)--
http://www.davita.com/-- provides dialysis services and education  
for patients with chronic kidney failure and end stage renal
disease.  DaVita manages over 1,300 outpatient facilities and
acute units in over 700 hospitals located in 43 states and the
District of Columbia, serving more than 103,000 patients.

                          *     *     *

As reported in the Troubled Company Reporter on Sept. 27, 2007,
Fitch Ratings upgraded DaVita Inc.'s ratings including its
company's Issuer Default Rating to 'BB-' from 'B+'.  The rating
outlook is stable.  The ratings hold to date.


DAYTON SUPERIOR: Net Loss Down to $3MM in Qtr. Ended December 31
----------------------------------------------------------------
Dayton Superior Corporation reported fourth quarter and full year
income from operations.

The company's net loss of $3 million improved from net loss of
$10 million.  The net loss includes $2 million of non-recurring
items.

"Our operating performance improvement trends that began in 2006
are evident in our fourth quarter and full year results," Eric R.
Zimmerman, Dayton Superior's president and chief executive
officer, said.  "Considering that the construction industry
experienced challenges through most of the year, and that non-
residential construction activity was flat to down, these results
validate the work of the Dayton Superior team to improve our
processes, customer service, and operating results."

For the quarter, product sales of Dayton Superior's concrete
construction related products increased 1% to $89 million,
stemming both from higher selling prices and higher unit volume.
Equipment rental revenues decreased 16% to $15 million, while the
revenues from sales of used rental equipment increased 12% to
$11 million.

Selling, general, and administrative expenses at $27 million and
23% of sales were down from $31 million and 27% of sales in 2006
due to lower consulting fees and stock compensation expense.

Other expenses of $2 million in the fourth quarter related to
terminated merger discussions.

For full year 2007, the company's net loss of $7 million improved
from net loss of $18 million despite $2 million of non-recurring
items.

Dayton Superior is proceeding with the reported refinancing of its
revolving credit facility and 10-3/4% Senior Second Secured Notes,
and expects to close this refinancing in the first quarter of
2008.

"The annual and quarterly improvement trends in gross margins
validate our strategy and our direction," Mr. Zimmerman said.  
"Gross margin, less SG&A, showed a 40% improvement for the year.  
In short, 2007 was a very solid operating year for Dayton
Superior.  We expect our regionalization, new product development,
and manufacturing initiatives to continue to lead improved
operating results as we focus on those activities that are closest
to our customers.  As 2008 unfolds, Dayton Superior is positioned
well and looking forward to another record year."

Dayton Superior has determined that it overstated Deferred Income
Taxes in 2004 by approximately $11 million and, as a result, had
reflected higher liabilities and higher shareholders' deficit in
periods from 2004 and subsequent by that amount.

The overstatement resulted from failing to reduce the tax
valuation allowance for accelerated depreciation that will reverse
within net operating loss carry forward periods.  As a result,
Dayton Superior restated financial statements subsequent to
Dec. 31, 2004, to reflect lower total liabilities and lower
shareholders' deficit by approximately $11 million.  

                 About Dayton Superior Corporation

Hradquartered in Dayton, Ohio, Dayton Superior Corporation
(NASDAQ:DSUP) -- http://www.daytonsuperior.com/-- is a North  
American provider of specialized products consumed in non-
residential, concrete construction, and a concrete forming and
shoring rental company serving the domestic, non-residential
construction market.  The company's products are used in non-
residential construction projects, including infrastructure
projects, such as highways, bridges, airports, power plants and
water management projects; institutional projects, such as
schools, stadiums, hospitals and government buildings, and
commercial projects, such as retail stores, offices and
recreational, distribution and manufacturing facilities.  Dayton
Superior offers more than 20,000 catalogued products.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Moody's Investors Service assigned a 'B1' rating to Dayton
Superior's $100 million senior secured term loan, and affirmed the
'B2' corporate family rating and the 'Caa1' rating on the
company's $154 million subordinated notes.  The outlook remains
stable.  The ratings outlook is stable.


DEAN FOODS: Earns $32.6 Million in 2007 Fourth Quarter
------------------------------------------------------
Dean Foods Company reported net income from continuing operations
of $32.6 for the fourth quarter ended Dec. 31, 2007, compared with
net income from continuing operations of $76.3 million in the
prior year's fourth quarter.

Excluding facility closing reorganization and other nonrecurring
charges, net income from continuing operations for the fourth
quarter was $37.1 million, compared to adjusted net income of
$83.9 million in the fourth quarter of 2006.  The decrease in
adjusted net income is related to the increase in interest expense
as a result of the recapitalization in connection with the special
cash dividend of $15 per share that was paid in April 2007 and a
decline in operating results in the quarter.  Interest expense in
the quarter totaled $88.8 million, compared to $50.2 million in
the fourth quarter of 2006.

Net income from continuing operations for the full year 2007
totaled $130.5 million, compared with $280.3 million in 2006.
     
On an adjusted basis, net income from continuing operations for
the full year 2007 totaled $164.5 million, compared to
$295.7 million in 2006.  The decline in full year adjusted net
income for the year is attributable to the 64.3% increase in
interest expense related to the recapitalization in connection
with the special cash dividend of $15 per share that was paid in
April 2007 and the 12.7% decline in consolidated operating income.

Net sales for the fourth quarter totaled $3.2 billion, an increase
of 24.6% from net sales in the fourth quarter of 2006.  For the
full year ended Dec. 31, 2007, net sales totaled $11.8 billion, an
increase of 17.1% from net sales in the previous year.  Net sales
increases in both the quarter and full year were due to the pass-
through of higher dairy commodity costs and strong sales growth at
WhiteWave Foods.

Consolidated operating income in the fourth quarter totaled
$142.5 million, a decrease of 17.4% from $172.6 million in the
fourth quarter of 2006.  Adjusted fourth quarter consolidated
operating income totaled $149.2 million, a decrease of 19.3% from
$184.9 million in the fourth quarter of 2006.

For the full year, consolidated operating income declined 14.9% to
$553.6 million from $650.7 million in 2006.  On an adjusted basis,
consolidated operating income declined 12.7% for the year, to
$589.7 million from $675.8 million in 2006.

"2007 was the most challenging year in the history of Dean.  We
were faced with steeply rising and record high dairy commodity
costs in our Dairy Group operations.  At the same time, WhiteWave
Foods was challenged by a severe oversupply of organic milk that
drove down realized prices and increased competitive intensity in
the industry," commented Gregg Engles, chairman and chief  
executive officer.  "However, while 2007 was a difficult year
operationally, these near-term challenges did not slow our
progress toward transforming the company into a stronger long-term
competitor.  In 2007, we laid much of the groundwork that we will
build on as we transform the business to drive productivity and
increase efficiency in the years to come."

                            Cash Flow
     
Net cash provided by continuing operations for the full year 2007
totaled $350.3 million, compared to $561.6 million for the full
year 2006.  The decline in net cash provided by continuing
operations is due primarily to higher year over year interest
expense, lower operating results, and an increase in working
capital requirements.
     
Capital expenditures for the full year 2007 totaled
$241.4 million, compared to $237.2 million for the full year 2006.
     
In the fourth quarter, debt outstanding decreased by
$93.7 million.  Total debt at Dec. 31, 2007, net of $32.6 million
in cash on hand, was approximately $5.2 billion.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$7.03 billion in total assets, $6.98 billion in total liabilities,
and $52.3 million in total stockholders' equity.

                         About Dean Foods

Headquartered in Dallas, Texas, Dean Foods Company (NYSE: DF) --
http://www.deanfoods.com/-- is a food and beverage company in the   
United States.  Its Dairy Group division is the largest processor
and distributor of milk and other dairy products in the country,
with products sold under more than 50 familiar local and regional
brands and a wide array of private labels.  The company's
WhiteWave Foods subsidiary markets and sells a variety of well-
known dairy and dairy-related products, such as Silk(R) soymilk,
Horizon Organic(R) milk and other dairy products, International
Delight(R) coffee creamers, and Land O'Lakes(R) creamers and other
fluid dairy products.  WhiteWave Foods' Rachel's Organic(R) brand
is the largest organic milk brand and third largest organic yogurt
brand in the United Kingdom.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 20, 2007,
Moody's Investors Service lowered the Corporate Family Rating of
Dean Foods Inc. to B1 from Ba3 after the company reported lower
than expected third quarter 2007 and year to date results.  The
Speculative Grade Liquidity rating was affirmed at SGL-3.  The
outlook is stable.  This concludes the review for downgrade
initiated on Oct. 2, 2007.


DELTA AIR: Reports Traffic Results for January 2008
---------------------------------------------------
Delta Air Lines reported record load factors for January.  Load
factors for international (76.3 percent), Latin (82.3 percent),
domestic (74.9 percent) and system (75.4 percent) were higher than
any previous January on record for Delta.

System traffic increased 2.5 percent from January 2007 on flat
capacity.  International traffic increased 11.1 percent year
over year on an 8.7 percent increase in capacity.  Domestic
traffic in January 2008 decreased 1.4 percent year over year on a
capacity decrease of 3.6 percent.

In addition, Delta's continued international expansion coupled
with strong demand for Delta's international product resulted in a
record number of passengers flying internationally on Delta during
the month of January.  The number of Pacific, Latin (regional
affiliates), Atlantic and international passengers increased
38.4 percent, 31.8 percent, 11.7 percent and 5.5 percent,
respectively, versus the same period last year.

"In January, consolidated unit revenues increased significantly
compared to the prior year period," said Glen Hauenstein, Delta's
executive vice president for Network Planning and Revenue
Management.  "International unit revenues continued to show strong
gains, particularly in the Atlantic and Latin regions, driven by
increased yield and traffic.  In addition, capacity reductions
implemented in the domestic system resulted in the anticipated
effect of increased yields, driving solid improvement in year-
over-year domestic unit revenues."

During January 2008, Delta operated its schedule at a 97.2 percent
completion rate compared to 98.6 percent in January 2007.  Delta
boarded 8,100,000 passengers during the month of January 2008,
down 0.5 points year over year.

                        About Delta Air

Based in Atlanta, Georgia, Delta Air Lines Inc. (NYSE:DAL) --
http://www.delta.com/-- is the world's second-largest airline
in terms of passengers carried and the leading U.S. carrier
across the Atlantic, offering daily flights to 328 destinations
in 56 countries on Delta, Song, Delta Shuttle, the Delta
Connection carriers and its worldwide partners.  Delta flies to
Argentina, Australia and the United Kingdom, among others.

The company and 18 affiliates filed for chapter 11 protection on
Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-17923).
Marshall S. Huebner, Esq., at Davis Polk & Wardwell, represents
the Debtors in their restructuring efforts.  Timothy R. Coleman
at The Blackstone Group L.P. provides the Debtors with financial
advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman, Esq., at
Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John
McKenna, Jr., at Houlihan Lokey Howard & Zukin Capital and James
S. Feltman at Mesirow Financial Consulting, LLC, serve as the
Committee's financial advisors.

The Debtors filed a chapter 11 plan of reorganization and
disclosure statement explaining that plan on Dec. 19, 2007.  On
Jan. 19, 2007, they filed revisions to the plan and disclosure
statement, and submitted further revisions to the plan on
Feb. 2, 2007.  On Feb. 7, 2007, the Court approved the Debtors'
disclosure statement.  In April 25, 2007, the Court confirmed
the Debtors' plan.  That plan became effective on April 30, 2007.  
The Court entered a final decree closing 17 cases on Sept. 26,
2007.  (Delta Air Lines Bankruptcy News, Issue No. 89; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).

As of Sept. 30, 2007, the company's balance sheet showed total
assets of $32.7 billion and total liabilities of $23 billion,
resulting in a $9.7 billion stockholders' equity.  At Dec. 31,
2006, deficit was $13.5 billion.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Standard and Poor's said that media reports that Delta Air Lines
Inc. (B/Positive/--) entered into merger talks with UAL Corp.
(B/Stable/--) and Northwest Airlines Corp. (B+/Stable/--) will
have no effect on the ratings or outlook on Delta, but that
confirmed merger negotiations would result in S&P's placing
ratings of Delta and other airlines involved on CreditWatch, most
likely with developing or negative implications.


DELTA FINANCIAL: Court Approves Sale of Non-Performing Loans
------------------------------------------------------------
The Honorable Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware authorized Delta
Financial Corp. and its affiliates to sell (i) 20 unencumbered
performing loans with an aggregate unpaid principal balance of
$3,600,000 and (ii) 14 unencumbered non-performing loans with an
aggregate unpaid principal balance of $2,200,000.

The Court granted the Debtors permission to close the sale with
the successful bidders for the loans:

                   Performing Loans      Non-Performing Loans
                   ----------------      --------------------
   Successful      Bayview Fund          Waterfall Asset
   Bidder          Acquisitions, LLC     Management

   Bid             70.565%               44.000%

Pursuant to the sale procedures approved by the Court, in the
event that a successful bidder for a group of loans does not
close the sale by February 29, 2008, the Debtors will close the
sale with the second best bidder:

                   Performing Loans      Non-performing Loans
                   ----------------      --------------------
   Second Best     Kondaur Capital       Ocwen Nonperforming
   Bidder          Corporation           Loans, LLC

   Bid             65.120%               42.180%

As reported in the Troubled Company Reporter on Feb. 4, the
Debtors obtained permission to conduct an auction for the sale of
the unencumbered loans.

The Court approved the Debtors' proposed sale procedures and
overruled all objections that have not been withdrawn, waived or
settled.  The Court authorized the Debtors to enter into sale
agreements with successful bidders and second best bidders.

Kelly Beaudin Stapleton, United States Trustee for Region 3, tried
to block the request, asking the Court to revise the proposed sale
and procedures to ensure notice that certain consumer rights and
remedies will not be impaired by the sale.

The U.S. Trustee said bidders should be expressly notified that
any purchaser of the mortgage loans will remain subject to all
claims and defenses related to the loans to the same extent they
would be subject to the claims or defenses had they acquired the
loans at a sale that was not pursuant to the Bankruptcy Code.

The Court held that the purchaser will remain subject to all
claims and defenses related to consumer credit transactions
subject to the Truth in Lending Act or any consumer credit
contract as defined in the Code of Federal Regulations on
Commercial Practices and the Bankruptcy Code.

The Court authorized the Debtors to pay expense reimbursements in
accordance with the Sale Procedures.

                     About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Wants Insurers to Pay for D&O Legal Costs
----------------------------------------------------------
The Debtors ask Hon. Christopher S. Sontchi of the United States
Bankruptcy Court for the District of Delaware to rule that three
insurance companies have to pay for the defense costs incurred by
debtor Delta Financial Corporation's officers and directors in
connection with a lawsuit filed by Delta Funding Residual Exchange
Company, LLC.  The insurers are:

   -- Westchester Surplus Lines Insurance Company;

   -- Axis Specialty Insurance Company; and

   -- United States Fire Insurance Company.

Delta Financial purchased from Westchester a Management Insurance
Policy that obligated the insurer to reimburse the Debtor for
defense costs associated with its directors and officers'
Wrongful Acts, i.e. errors, omissions, or misleading statements
they commit in connection with the company's business activities.  
The policy provides for (i) a liability limit for each of three
insuring clause of least $5,000,000, and (ii) coverage for the
period January 2, 2003 to January 2, 2004.

In addition, Delta Financial purchased (i) from Axis a
"SecureExcess" Excess Insurance Policy for the period
February 18, 2003, to January 2, 2004, and (ii) from U.S. Fire an
Excess Liability Insurance Policy for the period January 2, 2003,
to January 2, 2004.  The two policies are "follow form" policies,
mirroring the terms and conditions of the Westchester D&O Policy,
and each provides a $5,000,000 liability limit.

In 2003, Delta Funding Residual Exchange Company brought an
action against Delta Financial before the Supreme Court of the
State of New York, County of Nassau -- Commercial Division.  The
DFREC Action alleges that Delta Financial and its individual
officers and directors made misrepresentations about the value of
the cashflow certificates the company transferred to DFREC in
connection with an exchange transaction.

DFREC, a Delaware limited liability company, was formed by the
Debtor in order to swap its debt to noteholders in exchange for
ownership of securitized mortgage loans.  As a result of the
transaction, the noteholders became holders of DFREC stock, whose
assets comprised of the mortgage-related securities that
previously served as collateral to the senior notes.

Delta Financial retained defense counsel in connection with the
DFREC Action.  The Debtor has incurred defense costs on behalf of
itself and the directors and officers, and has paid the legal
fees and associated expenses in connection with the DFREC Action.

John E. James, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, asserts that the allegations of the DFREC
Action fall squarely within the insuring clauses of the D&O
Policy.  

Throughout 2003 and 2004, Delta Financial sent to Westchester
timely notice and several letters on the status of the DFREC
Action.  On April 6, 2005, almost 18 months after Delta
Financial's initial notice letter, Westchester informed the
Debtor that it was denying coverage for the DFREC Action.

Westchester's denial of coverage relied on provisions which
precludes coverage for claims based upon or arising out of:

   -- the actual or proposed payment by the Delta Financial of
      inadequate or excessive consideration in connection with
      its purchase of securities;

   -- "insured vs. insured" suits, i.e. actions filed by or on
      behalf of the company or any of the company's directors and
      officers; and

   -- any Wrongful Act committed by directors and officers with
      actual knowledge of its wrongful nature.

In response, Mr. James asserts (i) the DFREC Action falls
squarely within the insuring clauses regarding the D&O Policy,
(ii)  there was no overlap between DFREC and Delta Financial --
Delta Financial had no control over DFREC, and (iii) Westchester
has waived its right deny coverage because this contention was
not raised until four years after the insurer received notice of
the claim.

The Debtors also ask the Court to declare that Westchester:

    * has failed to perform its contractual obligations, and is
      obligated to pay at least $3,955,297 for actual and
      consequential damages, and

    * breached the implied covenant of good faith and fair
      dealing in its handling of Delta Financial's claim and
      award the Debtor attorneys' fees, punitive damages against
      Westchester, and interest on the amount of the Debtor's
      claim under the D&O Policy.

As for the two excess insurance providers, the Debtors ask the
Bankruptcy Court to order (i) U.S. Fire to reimburse Delta
Financial should its defense costs and losses exceed the limits
of the D&O Policy, and (ii) Axis to pay them should the defense  
costs and losses exceed the limits of the D&O Policy and the U.S.
Fire Policy.

                     About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service
Inc.http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Pabrai Has 3.8% Equity Stake in Company
--------------------------------------------------------
In a filing with the United States Securities and Exchange
Commission, Mohnish Pabrai disclosed beneficial ownership as of
December 31, 2007, of 900,002 shares of common stock issued by
Delta Financial Corporation.  The shares constitute 3.8% of the
total stock outstanding.

Harina Kapoor, Mr. Pabrai's wife, also disclosed shared voting
power over the 40,002 of the 900,002 shares.

Mr. Pabrai, in his capacity as chief executive officer of Dalal
Street, LLC, have the shared power to vote or to direct the vote
and the shared power to dispose or to direct the disposition of
the shares held by Pabrai Investment Fund 3, Ltd.  PIF3 owns the
860,000 shares of the shares disclosed by Mr. Pabrai.  

In a separate filing, T. Rowe Price Associates, Inc., reported to
the Securities and Exchange Commission that it beneficially owns
20,260 shares of common stock of Delta Financial Corp. as of
December 31, 2007.

There were 23,612,000 shares of Delta Financial common stock
outstanding as of November 6, 2007, according to date compiled by
Bloomberg.  The stock traded hands at $0.036 a share as of the
close of trading on February 15, 2008.

                     About Delta Financial

Founded in 1982, Delta Financial Corporation (NASDAQ: DFC) --
http://www.deltafinancial.com/-- is a Woodbury, New York-based
specialty consumer finance company that originates, securitizes
and sells non-conforming mortgage loans.

The company filed a chapter 11 petition on December 17, 2007
(Bankr. D. Del. Lead Case No. 07-11880).  On the same day, three
affiliates filed separate chapter 11 petitions -- Delta Funding
Corp., Renaissance Mortgage Acceptance Corp., and Renaissance
R.E.I.T. Investment Corp. -- (Bankr. D. Del. Case Nos. 07-11881 to
07-11883).

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Debtors' amended consolidated quarterly financial condition as of
Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Debtors' exclusive period to
file a plan expires on April 15, 2008.  (Delta Financial
Bankruptcy News, Issue No. 8; Bankruptcy Creditors' Service
Inc. http://bankrupt.com/newsstand/or 215/945-7000).


DIVERSIFIED GRAPHICS: Involuntary Chapter 11 Case Summary
---------------------------------------------------------
Alleged Debtor: Diversified Graphics Inc.
                1700 Broadway Avenue NE
                Minneapolis, MN 55413

Case Number: 08-40638

Type of Business: The The Debtor offers printing.
                  See: http://www.dgi.net/

Involuntary Petition Date: February 15, 2008

Court: District of Minnesota (Minneapolis)

Judge: Robert J Kressel

Petitioner's Counsel: Alan E. Brown, Esq.
                        (abrown@larkinhoffman.com)
                      Thomas Flynn, Esq.
                        (tflynn@larkinhoffman.com)
                      Larkin Hoffman Daly Lindgren LTD
                      1500 Wells Fargo Plaza
                      7900 Xerxes Avenue South
                      Bloomington, MN 55431-1194
                      Tel: (952) 896-3386
                      http://www.larkinhoffman.com

   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
   Anchor Paper Co.            trade debt           $1,253,304
   c/o Eugene Marier
   480 Broadway Stree
   St. Paul, MN 55101-2495

   C.J. Duffey Paper Co.       trade debt           $230,400
   528 Washington Avenue N.
   Minneapolis, MN 55401

   Midland Paper               trade debt           $49,423
   101 E. Palatine Road
   P.O. Box 9032
   Wheeling, IL 60090-9032


DOMTAR CORP: Reports $26 Million Net Loss For 2007 Fourth Quarter
-----------------------------------------------------------------
Domtar Corporation reported a net loss of $26 million for the
fourth quarter of 2007 ended Dec. 30, 2007, compared to net income
of $102 million net income for the same quarter of the previous
year and $36 million for the third quarter of 2007.

For the full fiscal year ended Dec. 30, 2007, net income is at
$70 million compared to the net loss in fiscal year 2006 at
$609 million.

Sales for the 2007 fourth quarter amounted to $1.7 billion,
unchanged from the third quarter 2007, compared to $0.9 billion of
2006 fourth quarter.  For fiscal year ended Dec. 30, 2007, total
sales are $5.9 billion compared with $3.3 billion sales for year
ended Dec. 31, 2006.

As of Dec. 30, 2007, the company's balance sheet reflected total
assets of $7.8 billion, total liabilities of $4.6 billion and a
total shareholder's equity of $3.1 billion.

"In the fourth quarter, our results were impacted by the
unprecedented run-up in the value of the Canadian dollar against
the U.S. dollar and by continued pressure on fiber, chemical and
energy related costs," Mr. Raymond Royer, president and chief
executive officer, said.  "Nonetheless, we benefited from a better
supply-demand balance in our system with reduced lack-of-order
downtime, paper production in sync with our shipments and
pricing momentum despite the seasonally slower period of the
year."

Domtar synergy teams continued to pursue $200 million of
transaction-related cost savings and efficiency improvement
opportunities that the company has committed to capturing in
stages by March 2009.  At the end of December, the company had
captured synergies with an estimated run-rate of $130 million
surpassing the targeted $80 million run-rate.  Based on the
success to date, the company remains confident that it will exceed
its synergies goal of $200 million run-rate before the end of
2008.
    
"This has been a historic year for Domtar," Mr. Royer added.   
"During 2007, we closed a transformational transaction creating a
new leader in our industry, conducted a review of our operations
resulting in the streamlining of our portfolio of assets and, as a
result of our synergy efforts, identified and launched several
projects aimed at reducing costs and improving efficiency."

"We completed a bond exchange and tender offers for the purpose of
simplifying our capital structure, achieved and surpassed our
first-year synergy target and strengthened our balance sheet," Mr.
Royer continued.  "As we approach our first anniversary as a new
company, I cannot overlook how instrumental our employees were in
achieving this remarkable performance."

"These actions will continue to benefit our organization as we
execute on our strategy of establishing our presence to better
serve our customers and build on our leading position in North
America," Mr. Royer stated.

                     About Domtar Corporation

Headquartered in Montreal, Quebec, Canada, Domtar Corporation
(NYSE/TSX: UFS) -- http://www.domtar.com/-- is an integrated  
producer of uncoated freesheet paper in North America and is also
a manufacturer of papergrade pulp. The company designs,
manufactures, markets and distributes a wide range of business,
commercial printing, publication well as technical and specialty
papers with recognized brands such as First Choice(R), Domtar
Microprint(R), Windsor Offset(R), Cougar(R) well as its full line
of environmentally and socially responsible papers, Domtar
EarthChoice(R). Domtar owns and operates Domtar Distribution
Group, a network of strategically-located paper distribution
facilities. Domtar also produces lumber and other specialty and
industrial wood products. The company employs nearly 14,000
people.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 1, 2007,
Moody's Investors Service affirmed Domtar Corporation's and Domtar
Inc.'s existing credit ratings and assigned a B1 senior unsecured
rating to Domtar's proposed $1.5 billion of new bonds which will
replace Domtar Inc's existing bonds.


EMERSON HOSPITAL: Hires FTI Consulting to Review Financial Reports
------------------------------------------------------------------
Emerson Hospital of Concord employed FTI Consulting Inc. to check
out possible accounting errors that led to overstatements in the
hospital's 2006 financial results, Jeffrey Krasner writes for
Boston Globe.  The hospital also employed an independent counsel
to assist in the company-wide investigation, according to the
report.

The hospital, Boston Globe reveals, seems to be suffering
financially since last year and remained profitable only because
of income from investments.  Emerson Hospital used to be
profitable during the years 2004 through 2006, Boston Globe notes,
citing spokesman, Bonnie Goldsmith.  Mr. Goldsmith also told
Boston Globe through an e-mail message that Emerson Hospital will
post a loss for 2007, amid the rise in the number of inpatients.

                         $63 Million Bond

Details of the investigation are published in statements issued
for holders of $63 million bond issued in 2005 by the hospital
through the Massachusetts Health and Educational Facilities
Authority, Boston Globe says.  About $35 million of the bond
proceeds was used to construct its Clough Surger Center, Birthing
Center and Radiology Facilities, expected to be finished this
year, Boston Globe relates.  Part of the bond proceeds was used to
refinance other debts, Boston Globe says.

                     Default to be Confirmed

Meanwhile, HEFA vice president, Liam P. Sullivan, told Boston
Globe that Emerson Hospital is not in technical default relating
to the bond, subject for confirmation once the hospital releases
its financial results.

Through the bond statement, chief executive officer, Christine C.
Schuster assured investors that bond payments are taken cared of
by under a "policy issued by Radian Asset Assurance Inc.," Boston
Globe reveals.

According to Massachusetts Health Care Finance and Policy
Division, it gave Emerson Hospital until Feb. 10, 2008, to file
its 2007 annual report, but failed to meet the deadline.  Jennifer
Kritz at the Health Care Division told Boston Globe the Division
will work with the hospital to ensure the timely filing of the
report.

Boston Globe could not get a comment from the hospital's chief
executive officer, Christine C. Schuster, and from former staff,
Dana P. Diggins, who was around when the $63 million bond was
issued.

                    About Massachusetts HEFA

Boston, Massachusetts-based Health and Educational Facilities
Authority, HEFA -- http://www.mhefa.org/-- is a quasi-public  
agency created more than 30 years ago to help nonprofit
organizations across the state.  It helps hospitals, colleges and
universities, cultural and research institutions, and human
service providers secure low-cost, tax-exempt financing for
important capital projects.

                      About Emerson Hospital

Emerson Hospital of Concord -- http://www.emersonhospital.org/--  
is a full-service, non-profit community hospital conveniently
located on Route 2 in historic Concord, Massachusetts and founded
in 1911.  Emerson is a 177-bed hospital provides advanced medical
services to more than 300,000 individuals in 25 towns through its
280 primary care doctors and specialists.


EMPIRE RESORTS: Bill Entitling Company to 42% Vendor Fee Passed
---------------------------------------------------------------
Empire Resorts Inc. disclosed in a regulatory filing Friday that
the New York State Assembly and the New York State Senate have
passed legislation, which entitles the company to a vendor fee of
42% of the company's video gaming operations, for a period of five
years beginning April 1, 2008, subject to certain requirements.  
This represents an increase over the current vendor fee of 32% for
the first $50 million annually, 29% for the next $100 million
annually, and 26% thereafter.  

Following the five year period, subject to certain requirements,
the company will be entitled to a vendor fee of 40% of the gross
revenue received from the company's video gaming machine  
operations for the first $50 million annually, 29% for the next
$100 million annually, and 26% thereafter.  In addition, the
company may be eligible for a marketing allowance of 10% of the
gross revenue received from the company's video gaming machine
operations for the first $100 million annually, and 8% thereafter,
which represents an increase over the current marketing allowance
of 8% for the first $100 million annually, and 5% thereafter.

On Feb. 14, 2008, three of the company's subsidiaries, Monticello
Raceway Development Company LLC, Monticello Casino Management LLC
and Monticello Raceway Management Inc., filed for arbitration with
the American Arbitration Association against the St. Regis Mohawk
Tribe and the St. Regis Mohawk Gaming Authority.  

The filing seeks declarations as to each of the (1) Second Amended
and Restated Land Purchase Agreement by and between St. Regis
Mohawk Gaming Authority and Monticello Raceway Management Inc.,
dated as of Dec. 1, 2005, as amended, (2) Second Amended and
Restated Gaming Facility Development and Construction Agreement
among the St. Regis Mohawk Tribe, St. Regis Mohawk Gaming
Authority and Monticello Raceway Development Company LLC, dated as
of Dec. 1, 2005, as amended, (3) Second Amended and Restated
Gaming Facility Management Agreement by and among the St. Regis
Mohawk Tribe, St. Regis Mohawk Gaming Authority and Monticello
Casino Management LLC, dated as of Dec. 1, 2005, and (4) Second
Amended and Restated Shared Facilities Agreement by and between
St. Regis Mohawk Gaming Authority and Monticello Raceway
Management Inc., dated as of Dec. 1, 2005.  

Pursuant to their terms, the company believes that these
agreements are of no further force and effect.  In accordance with
the terms of the aforementioned agreements, the St. Regis Mohawk
Tribe and the St. Regis Mohawk Gaming Authority waived sovereign
immunity and agreed to submit to arbitration for purposes of these
proceedings.

The company has offered to engage the St. Regis Mohawk Tribe in a
dialogue regarding continuing mutual development efforts for a St.
Regis Mohawk casino at the site provided for in the Second Amended
and Restated Land Purchase Agreement.  However, members of the St.
Regis Mohawk Tribal Council have publicly expressed differences
with the company and the company has determined that it is
important to follow the procedures outlined in the existing
agreements in order to clarify the respective positions of the
parties.

                       About Empire Resorts

Headquartered in Monticello, New York, Empire Resorts Inc.
(NASDAQ: NYNY) -- http://www.empireresorts.com/-- operates the
Monticello Gaming & Raceway and is involved in the development of
other legal gaming venues.  Empire's facility now features over
1,500 video gaming machines and amenities including a 350-seat
buffet and live entertainment.  Empire is also working to develop
a "Class III" Native American casino and resort on a site adjacent
to the Raceway and other gaming and non-gaming resort projects in
the Catskills and beyond.

                          *     *     *

Empire Resorts Inc.'s consolidated balance sheet at Sept. 30,
2007, showed $69.4 million in total assets and $82.8 million in
total liabilities, resulting in a $13.4 million total
stockholders' deficit.


FAMILY ROOM: Dec. 31 Balance Sheet Upside-Down by $3 Million
------------------------------------------------------------
Family Room Entertainment Corp.'s consolidated balance sheet at
Dec. 31, 2007, showed $5,824,458 in total assets and $9,198,273 in
total liabilities, resulting in a $3,373,815 total stockholders'
deficit.

The company reported a net loss of $515,859 on revenues of
$1,775,000 for the second quarter ended Dec. 31, 2007, compared
with a net loss of $725,986 on revenues of $7,596 in the
corresponding period ended Dec. 31, 2006.

The revenue increase was mainly attributed to increase in producer
fees from the following films that went into production during the
quarter, i) King of California, $1,300,000, ii) Higher Learning,
$150,000 and iii) The Code, $100,000) plus $225,000 of
distribution revenue.

The company's gross margin for the three month period ending
Dec. 31, 2007, was a loss of $498,785 as compared to a loss of
$315,015 for the three month period ending Dec. 31, 2006.  The
company attributed the increase to the fluctuations in film
revenues and film amortization for the respective time periods.

Full-text copies of the company's consolidated financial
statements for the second quarter ended Dec. 31, 2007, are
available for free at http://researcharchives.com/t/s?2823

                       Going Concern Doubt

PMB Helin Donovan LLP expressed substantial doubt about Family
Room Entertainment Corp.'s ability to continue as a going
concern following completion of its audit of the company's
consolidated financial statements for the fiscal year ended
June 30, 2007.

The auditor reported that the company experienced a significant
net loss in the year ending June 30, 2007, and generated negative
cash flows from operating activities, and as of June 30, 2007, has
an accumulated deficit of $23,275,354.

                        About Family Room

Headquartered in Hollywood, Calif., Family Room Entertainment
Corp. (OTC BB: FMLY) -- http://www.fmlyroom.com/-- with its
subsidiaries, Emmett Furla Films Productions, Emmett Furla Films
Distribution and EFF Independent, develops, produces and performs
production related services for the entertainment industry.  The
company derives its income from producer fees, production
consulting and service fees and royalties as well as participation
in the profits, if any, of certain of the pictures it produces.


FEDDERS CORP: Allowed to Reject Mr. Giordano's Employment Contract
------------------------------------------------------------------
On Jan. 30, 2008, the United States Bankruptcy Court for the
District of Delaware granted a motion by Fedders Corporation to
reject an employment agreement with Sal Giordano, Jr., executive
chairman of the company.  As a result, Mr. Giordano is no longer
executive chairman of the company, with effect from Jan. 1, 2008.

On Jan. 30, 2008, Mr. Giordano submitted to the board of directors
of the company his resignation as a director.  At a meeting of the
board held on Jan. 30, 2008, Mr. Giordano was elected a director
of the company and chairman of the board.

                  About Fedders Corporation

Based in Liberty Corner, New Jersey, Fedders Corporation --
http://www.fedders.com/-- manufactures and markets air
treatment products, including air conditioners, air cleaners,
dehumidifiers, and humidifiers.  The company has production
facilities in the United States in Illinois, North Carolina, New
Mexico, and Texas and international production facilities in the
Philippines, China and India.

The company filed for Chapter 11 protection on Aug. 22, 2007,
(Bankr. D. Del. Case No. 07-11182).  Its debtor-affiliates
filed for separate Chapter 11 cases.  Norman L. Pernick, Esq.,
Irving E. Walker, Esq., and Adam H. Isenberg, Esq., of Saul,
Ewing, Remick & Saul LLP represents the Debtors in their
restructuring efforts.  The Debtors have selected Logan & Company
Inc. as claims and noticing agent.  The Official Committee of
Unsecured Creditors is represented by Brown Rudnick Berlack
Israels LLP.  When the Debtors filed for protection from its
creditors, it listed total assets of $186,300,000 and total debts
of $322,000,000.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court extended the Debtors' exclusive period to file a Chapter
11 plan until Feb. 29, 2008.


FIRST MAGNUS: Judge Marlar Says Plan of Liquidation is Confirmable
------------------------------------------------------------------
The Hon. James Marlar of the U.S. Bankruptcy Court for the
District of Arizona said he will approve the Chapter 11 Plan of
Liquidation of First Magnus Financial Corporation, following a
two-day hearing.

In a memorandum decision dated Feb. 15, 2008, Judge Marlar
stated that the Plan could be confirmed as it has satisfied all
the requirements for confirmation under Sections 1129(a) and
1129(b) of the Bankruptcy Code.

Judge Marlar said that all objections to the Plan, unless
otherwise resolved by agreement or stipulation, are overruled.  
He further said that the request of WNS North America, Inc., to   
convert the Debtor's bankruptcy case to one under Chapter 7 will
be denied as moot.

In connection with the confirmation of the Plan, the Court  
received six objections from WNS, WC Partners, Wells Fargo
Funding, Inc., Pima County Treasurer, Maricopa County Treasurer,
and certain claimants under the Worker Adjustment and Retraining
Notification (WARN) Act.

Except for the objection filed by WNS, the objections, including
those of UBS Real Estate Securities, Inc., Countrywide Warehouse
Lending, and Countrywide Home Loans, Inc., had been resolved by
agreement or had been satisfied by the evidence at the conclusion
of the hearing.  UBS and Countrywide did not file formal
objections but they engaged in last-minute negotiations leading
to their support of the Plan.

Judge Marlar advised the Debtor and other parties-in-interest to
obtain court-ordered settlements, lodge the order confirming the
Plan, and file their final fee applications as soon as possible.
Judge Marlar also told the Debtor and those parties, which made
agreements that would non-materially alter their treatment under
the Plan, to file or seek Court approval of their agreements
pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure.

WNS raised the question whether the creditors would realize more
under the auspices of a Chapter 7 trustee than the Plan's scheme
for a two-trust, advisory board system.

Judge Marlar accepted the testimony of the Debtor's witnesses
that the company's assets, if managed properly with existing,
limited personnel, can be more effectively managed and sold than
if the entire estate were given over to a new person, a Chapter 7
trustee.  "In that event, a Chapter 7 trustee would arrive fresh
to the case, would not have the ongoing loyalty and goodwill that
MCA Financial trustee's company) has, and may not have the
financial expertise to deal with the immediate needs of the
company," Judge Marlar said.

"A trustee might simply shut the doors and quickly "fire-sale"
the assets.  The end result for creditors would likely be less
than if the Debtor continued on the current path to an orderly
liquidation."

The plan proposed by the Debtor, and supported by the Official
Committee of Unsecured Creditors consists of a short-term
continuance of the Debtor's business, operated solely for the
purpose of winding-down and disposing of the Debtor's specialized
asset portfolio in a businesslike manner.  "In theory, this type
of liquidation is preferable to the usual short-term "fire sale"
associated with bankruptcy liquidations," Judge Marlar stated.

To accomplish a higher return, however, the Plan requires an
experienced core staff to remain employed, so that their
particular expertise can be utilized in a way that hopefully
returns more to the creditors than forced asset sales.

The Plan replaces the Debtor's current management with an
advisory board, consisting of representatives from the unsecured
class of creditors.  The board's principal duty will oversee the
operation of two trusts, one designed to most effectively manage
or sell the Debtor's assets, and the other designed to analyze
the numerous legal issues associated with the Debtor's pre-
bankruptcy operations, as well as review all claims for payment
which have been presented to the reorganized Debtor.  If any
member of current management is to remain on the short-term
payroll, that person or persons serves at the will of the
advisory board.

The managing trustees of both the Liquidation and the Litigation
Trusts are disinterested parties, with no prepetition "insider-
type" connection to the Debtor or its officers, directors, or
shareholders, Judge Marlar ruled.

                       About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  The Debtor's exclusive period to file a plan
expired on Dec. 19, 2007.  The confirmation hearing on the
Debtor's liquidation plan commenced on Feb. 7, 2008.  (First
Magnus Bankruptcy News, Issue No. 20; Bankruptcy Creditors'
Service Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


FIRST MAGNUS: Case Summary & Nine Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: First Magnus Capital, Inc.
        Attention: Grant Lyon
        Odyssey Capital Group, L.L.C.
        3440 East Grandview
        Mesa, AZ 85213

Bankruptcy Case No.: 08-01494

Type of Business: The Debtor is a holding company that fully owns
                  mortgage banker First Magnus Capital Corp.
                  First Magnus Capital, Inc., is the former parent
                  company of First Magnus Financial Corp., which
                  filed for chapter 11 bankruptcy protection on
                  August 21, 2007.

Chapter 11 Petition Date: February 19, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtor's Counsel: Christopher H. Bayley, Esq.
                     (CBayley@swlaw.com)
                  Jonathan M. Saffer, Esq.
                     (jmsaffer@swlaw.com)
                  Snell & Wilmer, L.L.P.
                  One Arizona Center
                  400 East Van Buren
                  Phoenix, AZ 85004-0001
                  Tel: (602) 382-6214
                  Fax: (602) 382-6070
                  http://www.swlaw.com/

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Bank of New York               Trust Preferred       $25,000,000
Attention:                     Securities
Kenneth Gary Roberts
Wolf, Block, Schorr and
Solis-Cohen, L.L.P. (N.Y.C.)
250 Park Avenue
New York, NY 10177

Rene S. Roupinian              W.A.R.N. Act          $12,000,000
Attention: Outten & Golden,    litigation
L.L.P.
3 Park Avenue, 29th Floor
New York, Ny 10016

Thomas W. Sullivan, Sr.,                             $10,000,000
as loan trustee of The
Thomas W. Sullivan, Sr.
Revocable Trust
603 North Wilmot Road
Tucson, Arizona 85711

Tawanna Wright                 W.A.R.N. Act          $10,950
                               litigation

Kelly Plummer                  W.A.R.N. Act          $10,950
                               litigation

Tirzah Rolle                   W.A.R.N. Act          $10,950
                               litigation

Jennifer Hurtado               W.A.R.N. Act          $10,950
                               litigation

Sheila Hart,                   W.A.R.N. Act          $10,950
                               litigation

Susan Howard                   W.A.R.N. Act          $10,950
                               litigation


FIRST NLC: Section 341(a) Meeting Scheduled for Feb. 29
-------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of First
N.L.C. Financial Services, LLC's creditors on Feb. 29, 2008, at
11 a.m., at Flagler Waterview Building, Room 870, 1515 North
Flager Drive in West Palm Beach, Florida.

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.

           About First N.L.C. Financial Services, L.L.C.

Based in Boca Raton, Florida, First N.L.C. Financial Services,
L.L.C.-- http://www.firstnlc.com/--originated, underwrote, and  
funded primarily non-prime residential mortgage loans to borrowers
who don't quite meet underwriting standards.  It originated some
70% of its loans through a wholesale channel of some 5,300
independent brokers in nearly 40 states.  Its remaining loans were
originated through a retail channel of more than 40 branch offices
in 17 states.  Its correspondent division bought and serviced
nonprime loans.  Most of its borrowers used their loans for home
purchases, while some, some used theirs to consolidate debt or to
refinance existing loans.

The Company and two of its affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. S.D. Fla. Lead Case No. 08-
10632).  Arthur J. Spector, Esq., at Berger Singerman, P.A.,
represented the debtors in their restructuring efforts.  When they
filed for protection from their creditors, the debtors listed
estimated assets of $10 Million to $50 Million and estimated debts
of $10 Million to $50 Million.


FIRST NLC: Files Schedules of Assets and Liabilities
----------------------------------------------------
First N.L.C. LLC delivered to the United States Bankruptcy Court
for the Northern District of Georgia its schedules of assets and
liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                         $0
   B. Personal Property                 32,316
   C. Property Claimed
      as Exempt
   D. Creditors Holding                           $64,954,272
      Secured Claims
   E. Creditors Holding                               706,478
      Unsecured Priority
      Claims
   F. Creditors Holding                            20,772,530
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $32,315,839    $86,433,279

         About First N.L.C. Financial Services, L.L.C.

Based in Boca Raton, Florida, First N.L.C. Financial Services,
L.L.C.-- http://www.firstnlc.com/--originated, underwrote, and  
funded primarily non-prime residential mortgage loans to borrowers
who don't quite meet underwriting standards.  It originated some
70% of its loans through a wholesale channel of some 5,300
independent brokers in nearly 40 states.  Its remaining loans were
originated through a retail channel of more than 40 branch offices
in 17 states.  Its correspondent division bought and serviced
nonprime loans.  Most of its borrowers used their loans for home
purchases, while some, some used theirs to consolidate debt or to
refinance existing loans.

The Company and two of its affiliates filed for Chapter 11
protection on Jan. 18, 2008 (Bankr. S.D. Fla. Lead Case No. 08-
10632).  Arthur J. Spector, Esq., at Berger Singerman, P.A.,
represented the debtors in their restructuring efforts.  When they
filed for protection from their creditors, the debtors listed
estimated assets of $10 Million to $50 Million and estimated debts
of $10 Million to $50 Million.


FORTUNOFF: Public Sale of Assets Scheduled for February 26
----------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York gave Fortunoff Fine Jewelry and
Silverware LLC and its debtor-affiliates authorization to (i)
proceed with the solicitation of bids and (ii) conduct an auction,
if multiple bids are received, for the sale of substantially all
of their assets.

The Debtors intend to sell substantially all their assets to NRDC
Equity Partners' H Acquisition LLC for $80,000,000 absent
competing bids.

Parties are allowed to submit bids until Feb. 24, 2008, at 11:59
p.m. (Eastern Time).  The Debtors will only accept bids of parties
who are willing to consummate and fund the proposed transaction
before March 3, 2008, among other conditions.

The Court-approved procedures contemplate an auction to be held
on Feb. 26, 2008, at 10:00 a.m. (Eastern Time), at the New York
offices of Skadden Arps Slate Meagher & Flom LLP, in the event
that the Debtors receive additional "qualified" bids for their
assets.

The Debtors propose to pay H Acquisition, selected as stalking
horse bidder, a $2,250,000 break-up fee and expense reimbursement
of up to $1,000,000 in the event it does not emerge as the
winning bidder at the auction.

The Debtors, after consultation with Bank of America, N.A.,
Trimaran Fund Management LLC, and the Official Committee of
Unsecured Creditors, will select the highest and best bidder, and
the second highest and best bidder at the auction.

The Court will convene a hearing on the acceptance of any
"successful bid" and "backup bid", on Feb. 28, 2008, at 2:00 p.m.
(Eastern Time).

Deadline for filing objections to the proposed sale was Feb. 19,
2008.

The Court directed the Debtors to post notices of the auction and
sale in the national editions of The Wall Street Journal and The
New York Times, as soon as possible.

                            Objections

The Official Committee of Unsecured Creditors, General Growth
Properties, Inc., and Developers Diversified Realty Corp. tried
to block Court approval of the then proposed Bid Procedures.

The Creditors Committee's proposed counsel, Brett H. Miller,
Esq., at Otterbourg Steindler Houston & Rosen PC, in New York,
stated that certain aspects of the Bid Procedures appear to chill
bidding, and constrain the ability of the Debtors' estates to
maximize the value of their assets.

Among the more troubling aspects of the Bidding Procedures is
that H Acquisition LLC is permitted to terminate its asset
purchase agreement with the Debtors, without penalty, if it is
unable to procure financing by February 19, 2008, Mr. Miller
noted.

The effect of this provision allows H Acquisition to terminate
the APA at any point before the Auction, which will be held on
February 26, 2008, Mr. Miller pointed out.  Hence, H Acquisition's
bid becomes an "option", rather than a purchase agreement,
Mr. Miller said.

At the very least, Mr. Miller said, the "termination" provision
should be mutual, allowing the Debtors to terminate the APA at
any time during the "option" period, without having to pay any
break-up fee if the Debtors find a buyer with a higher and better
offer, before H Acquisition obtains financing.

Mr. Miller told the Court that the Creditors Committee, its
professionals and members have contacted numerous parties in
order to determine if there is interest beyond that of H
Acquisition's.

There are a number of parties who have executed non-disclosure
agreements, and have begun due diligence, Mr. Miller informed
Judge Peck.  Some of the parties have suggested that they might
be in a position to submit an alternative stalking horse bid, one
without a financing contingency.

Mr. Miller asserted that the consideration of bidding protections
should be adjourned until H Acquisition or another party steps
forward with a bid that does not contain a financing contingency.  

The thought of the potential enrichment of H Acquisition with a
$2,250,000 break-up fee is incomprehensible, Mr. Miller asserted.

General Growth and Developers Diversified, landlords to certain
leases with the Debtors, argued that if H Acquisition is not the
successful bidder, the Bidding Procedures deprive them of (i) any
meaningful opportunity to assess a proposed assignee, and a
proposed assignee's financial status, and (ii) to conduct
discovery if they object to the proposed assignee.

James S. Carr, Esq., at Kelley Drye & Warren LLP, in New York,
told Judge Peck that General Growth and Developers Diversified
have not been provided with adequate assurance of future
performance.

General Growth and Developers Diversified asked the Court to grant
them a reasonable opportunity to determine whether the assignee
of their leases is acceptable and has provided them with adequate
assurance of future performance.

                           *     *     *

The Court approved the expense reimbursement to H Acquisition.  
The Court will consider approval of the break-up fee at a hearing
scheduled for February 22, 2008.

The Court ordered that the notices of the sale and auction --
which will also be posted on the Web site of the Debtors' claim
agent at http://www.loganandco.com/-- must identify the leases  
and contracts to be assigned to the buyer of the Debtors' assets  
and the cure amounts to be paid by the buyer.  Any objections to
(i) the proposed cure amounts and (i) the adequate assurance of
future performance on the assigned contracts are due February 25,
2008 at 12:00 p.m. (Eastern Time).

                        About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since 1922  
founded by by Max and Clara Fortunoff.  Fortunoff offers customers
fine jewelry and watches, antique jewelry and silver, everything
for the table, fine gifts, home furnishings including bedroom and
bath, fireplace furnishings, housewares, and seasonal shops
including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite stores
in the New Jersey, Long Island, Connecticut and Pennsylvania
markets featuring outdoor furniture and grills during the
Spring/Summer season and indoor furniture (and in some locations
Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns    
of Lord & Taylor from Federated Department Stores.  Sally M.
Henry, Esq., and Shana Elberg, Esq., at Skadden, Arps, Slate,
Meagher & Flom represents the Debtors in their restructuring
efforts.  Logan & Company, Inc., serves as the Debtors' claims,
noticing, and balloting agent.  FTI Consulting Inc. are the
Debtors' proposed crisis manager.  An Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, they listed assets and debts between
$100 million to $500 million.  The Debtors' exclusive period to
file a plan of reorganization ends on June 3, 2008.  (Fortunoff
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORTUNOFF: Court Approves Expense Reimbursement Under Sale Pact
---------------------------------------------------------------
The Hon. James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York ordered that the asset purchase
agreement between the Fortunoff Fine Jewelry and Silverware LLC
and its debtor-affiliates and H Acquisition LLC, whereby H
Acquisition would acquire the Debtors' business as a going concern
pursuant to a sale under Section 363(b) of the Bankruptcy Code,
will serve as the basis for negotiations contemplated by the
Court-approved Bid Procedures.  However, a "qualified bid" may
contain material modifications to the APA, according to the Court.

The covenants, expense reimbursement terms and general provisions
of the H Acquisition APA will be binding on the Debtors, Judge
Peck held.  The Debtors will pay H Acquisition expense
reimbursement of up to $1,000,000 in the event that it is not
selected as the winning bidder at an auction.

If H Acquisition becomes entitled to receive the Expense
Reimbursement, then it will be granted an allowed administrative
claim for an amount equal to the Expense Reimbursement.

According to the Court, the Expense Reimbursement to be paid to H
Acquisition is (a) an actual and necessary cost of preserving the
Debtors' estates, (b) commensurate to the real and substantial
benefit conferred upon the Debtors' estates by H Acquisition, (c)
reasonable and appropriate, in light of the size and nature of
the proposed sale transaction and comparable transactions, the
commitments that have been made and the efforts that have been
and will be expended by H Acquisition, and (d) necessary to
induce H Acquisition to continue to pursue the sale transaction,
and to continue to be bound by the agreement.

Judge Peck says that the Expense Reimbursement was a component of
what induced H Acquisition to submit a bid that will not only
serve a a minimum floor bid on which the Debtors, their creditors
and other bidders may rely, but also to provide the Debtors with
the opportunity to sell their businesses on a "going concern"
basis, for the benefit of all parties.  

H Acquisition has provided a material benefit to the Debtors and
their creditors, by increasing the likelihood that the best
possible price for the Assets will be received, Judge Peck
maintained.

The Court will hold a hearing on Feb. 22, 2008, to consider
approval of the proposed $2,250,000 break-up fee.

                          About Fortunoff

New York-based Fortunoff Fine Jewelry and Silverware LLC --
http://www.fortunoff.com/-- is a family owned business since 1922  
founded by by Max and Clara Fortunoff.  Fortunoff offers customers
fine jewelry and watches, antique jewelry and silver, everything
for the table, fine gifts, home furnishings including bedroom and
bath, fireplace furnishings, housewares, and seasonal shops
including outdoor furniture shop in summer and enchanting
Christmas Store in the winter.  It opened some 20 satellite stores
in the New Jersey, Long Island, Connecticut and Pennsylvania
markets featuring outdoor furniture and grills during the
Spring/Summer season and indoor furniture (and in some locations
Christmas trees and decor) in the Fall/Winter season.

Fortunoff and two affiliates, M. Fortunoff of Westbury LLC and
Source Financing Corp., filed for chapter 11 petition on Feb. 4,
2008 (Bankr. S.D.N.Y. Case Nos. 08-10353 through 08-10355) in
order to effectuate a sale to NRDC Equity Partners LLC, --
http://www.nrdcequity.com/-- a private equity firm that owns    
of Lord & Taylor from Federated Department Stores.  Sally M.
Henry, Esq., and Shana Elberg, Esq., at Skadden, Arps, Slate,
Meagher & Flom represents the Debtors in their restructuring
efforts.  Logan & Company, Inc., serves as the Debtors' claims,
noticing, and balloting agent.  FTI Consulting Inc. are the
Debtors' proposed crisis manager.  An Official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, they listed assets and debts between
$100 million to $500 million.  The Debtors' exclusive period to
file a plan of reorganization ends on June 3, 2008.  (Fortunoff
Bankruptcy News, Issue No. 4; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


GAMESTOP CORP: Raises Earnings Guidance After Strong Jan. Result
----------------------------------------------------------------
GameStop Corp. increased earnings guidance for the fiscal year
ending Feb. 2, 2008.

After a stronger than expected January, GameStop is increasing its
fourth quarter and full year diluted earnings per share guidance
by $0.02 to now range between $1.11 to $1.12 and $1.77 to $1.78.
Driven by impressive domestic and international sales, and in
spite of temporary industry-wide video game system shortages,
preliminary comparable store sales for the fourth quarter exceeded
the company's expectations and came in at a very strong 17.4%.

The company notes that guidance does not include debt retirement
costs.

Full year 2007 sales and earnings results and fiscal 2008 earnings
guidance will be released in mid-March 2008.

                        About GameStop Corp.

Headquartered in Grapevine, Texas, GameStop Corp. --
http://www.gamestop.com/corporate/-- is a video game and  
entertainment software retailer.  The company operates over 5,000
retail stores across the United States and in fifteen countries.  
The company also operates two e-commerce sites, GameStop.com and
EBgames.com, and publishes Game Informer(R) magazine, a multi-
platform video game publication. GameStop Corp. sells new and used
video game software, hardware and accessories for video game
systems from Sony, Nintendo, and Microsoft.  In addition, the
company sells PC entertainment software, related accessories and
other merchandise.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services revised its outlook on
GameStop Corp. to positive from stable.  At the same time, S&P
affirmed all other ratings, including the 'BB' corporate credit
rating.
     

GENTIVA HEALTH: Earns $8.8 Million for Quarter Ended Dec. 31, 2007
------------------------------------------------------------------
Gentiva Health Services Inc. reported these financial results for
the fourth quarter ended Dec. 30, 2007:

  -- Net revenues increased 7% to $313.4 million versus the fourth
     quarter ended Dec. 31, 2006.

  -- Net income rose 60% to $8.8 million compared to $5.5 million
     for the prior year period.

Net revenues increased 11% to $1.23 billion in fiscal 2007 ended
Dec. 30, 2007, compared to the prior year period.  Net income rose
58% to $32.8 million in fiscal 2007 versus $20.8 million for the
prior year period.  Operating cash flow increased 22% to
$62.7 million for fiscal 2007 as compared to $51.4 million for the
prior year.

As of Dec. 30, 2007, the company's consolidated balance sheet
showed total assets of $882.2 million, total liabilities of
$558.8 million resulting to a total shareholder's equity of
$323.4 million.

"Gentiva's performance in the fourth quarter completes another
solid year of progress for the company," Ron Malone Gentiva
chairman and chief executive officer, said.  "Our results for the
quarter and the year were driven by the ongoing expansion of Home
Health, the launching of new specialty programs and their
contribution to double-digit Medicare revenue growth, and the
positive results reported by CareCentrix."

Overall segment revenues increased 5%, with the medicare revenue
gain offset somewhat by a decline in non-medicare business as
Gentiva pursued its ongoing strategy of exiting or renegotiating
relationships that do not meet certain profitability standards.   
Operating contribution for the segment rose 18%.  Operating
contribution margin was 14.5% versus 12.9% reported in the fourth
quarter of 2006.

Gentiva made voluntary loan repayments of $6 million in the fourth
quarter that reduced long-term debt to $310 million at Dec. 30,
2007.  Together with the strong operating earnings, this has
resulted in a lower leverage ratio and has triggered a 25 basis
point decrease in the company's term loan interest rate.

"We believe 2008 will be a year of growth and the extension of our
industry leadership," Mr. Malone said. "We saw examples last week
with the announcement of our planned home health acquisition in
Mississippi and CareCentrix' signing of a contract with CIGNA
HealthCare, which extends their relationship through January 2011.

                  About Gentiva Health Services

Based in Melville, New York, Gentiva Health Services Inc.
(NasdaqGS: GTIV) -- http://www.gentiva.com/-- is the nation's   
largest provider of comprehensive home health and related
services.  The company serves patients across the United States,
through its direct service delivery units or through
CareCentrix(R), which manages home health services for major
managed care organizations.  

                          *     *     *  

Gentiva Health Services Inc. carries Moody's Investors Service
'B1' probability of default rating, 'Ba3' bank loan rating and
'Ba3' long term corporate family rating assigned on February,
2006.


GEORGIA GULF: Names Paul Carrico as Chief Exec. Officer and Pres.
-----------------------------------------------------------------
Georgia Gulf Corporation elected Paul Carrico as president and
chief executive officer, as well as director of the company.  In
addition, Georgia Gulf disclosed that Patrick Fleming has been
elected chairman of the board.  Both Paul Carrico and Patrick
Fleming are assuming their new positions immediately.

Ed Schmitt, who has served as chairman, president and CEO of
Georgia Gulf since 1998, will serve in an advisory role until
July 2008, retiring thereafter.  Mr. Schmitt has resigned as a
member of the board.

Both external and internal candidates were considered in the
president and CEO search process, which was led by Patrick Fleming
who is an independent board member and chair of the compensation
committee.  In October 2007, Georgia Gulf retained Heidrick and
Struggles to conduct a search for a successor for Mr. Schmitt.

"Paul Carrico was chosen from an extensive field of internal and
external candidates, recognizing his strong team building skills,
acquisition integration experience and knowledge of the entire
organization," commented Mr. Fleming.

Paul Carrico, 57, has served as vice president, Chemicals and
Vinyls since October 2006 and vice president, Polymer Group from
May 2005 until October 2006.  During this time, his
responsibilities expanded from vinyl resins to include commodity
chemicals.  

Prior thereto Mr. Carrico served as business manager, Resin
Division from 1999 when he joined the company and played a key
role in the integration of the acquisition of CONDEA Vista, his
former employer.  Prior to joining Georgia Gulf, he was general
manager of CONDEA Vista's vinyl and olefins division.  Mr. Carrico
has a Masters Degree in the Science of Management from MIT in
Cambridge, Massachussetts, along with a Masters Degree in Chemical
Engineering from the University of Louisville in Louisville,
Kentucky.

"I look forward to working with the management group, well as all
the dedicated employees of Royal Group and Georgia Gulf," noted
Mr. Carrico.  

"Paul is well qualified to lead the team, given his strong
understanding of the company and the markets it serves," added
Mr. Fleming.

Patrick Fleming is assuming the role of chairman of Georgia Gulf's
board of directors, having been a director of Georgia Gulf since
2000.  He is a member of the audit committee, as well as chair of
the compensation committee.  

In 1999 Mr. Fleming retired as managing director and chief
executive officer of Calortex, which was a joint venture between
Texaco, Calor Gas and Nuon International.  Mr. Fleming noted that,
"separation of the chairman and CEO's role will serve to enhance
corporate governance."

"Georgia Gulf's board of directors appreciates Ed's dedication to
development of the company and its employees during his 27 years
with the organization," Mr. Fleming noted.

                        About Georgia Gulf

Headquartered in Atlanta, Georgia, Georgia Gulf Corporation, is as
integrated North American manufacturer of two chemical lines,
chlorovinyls and aromatics, and manufactures vinyl-based building
and home improvement products.  The company's vinyl-based building
and home improvement products, marketed under Royal Group brands,
include window and door profiles, mouldings, siding, pipe and pipe
fittings, deck, fence and rail and outdoor storage buildings.  The
company has manufacturing facilities located throughout North
America.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2008,
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp., including its corporate credit rating to 'B-' from
'B'.  The outlook is negative.  As of Sept. 30, 2007, Georgia Gulf
had approximately $1.67 billion in debt (adjusted for capitalized
operating leases and for the securitized sale of receivables).


GEORGIA GULF: Reports $227.3 Mil. Net Loss for 2007 Fourth Quarter
------------------------------------------------------------------
Georgia Gulf reported a net loss of $227.3 million for the fourth
quarter ended Dec. 31, 2007, compared to a net loss of $47.2
million during the same quarter in the previous year.

The decline in net income was due to non-cash charges recorded in
the fourth quarter of 2007 totaling $207.8 million.  These charges
included an asset impairment charge of $155.7 million, reflecting
write-downs of goodwill, intangible and other long-lived assets in
the  segments, primarily as a result of substantial declines in
North American construction activity.  In addition, the company
recorded a non-cash charge of $52.1 million, pertaining to a
valuation allowance against its deferred tax assets in Canada.

Georgia Gulf reported net sales of $776.4 million for the fourth
quarter of 2007 compared to net sales of $681.5 million in the
fourth quarter of 2006, representing a 14% increase.  In spite of
challenging market conditions, each of the company's reportable
segments generated higher sales than in the same quarter during
the prior year.

The company reported an operating loss of $152.8 million for the
fourth quarter of 2007, compared to an operating loss of
$22.2 million during the same quarter in the prior year.  Georgia
Gulf's operating income excluding the non-cash charges previously
discussed was $2.9 million during the fourth quarter of 2007,
compared to an operating loss of $4.2 million during the same
quarter in the prior year exclusive of $18 million of purchase
accounting for fair valuation of inventory.  Georgia Gulf's
operating income was negatively impacted by approximately
$10.0 million due to the fluctuating exchange rate between the
Canadian and US dollars for the fourth quarter of 2007 over the
fourth quarter of 2006.

In fiscal year 2007 ended Dec. 31, 2007, Georgia Gulf recorded a
net loss of $266.0 million compared to net income of $48.5 million  
in the prior year.  The primary reasons for the significant 2007
net loss are the previously discussed non-cash charges totaling
$207.8 million recorded in during the fourth quarter of 2007, as
well as additional interest expense associated with the Royal
Group acquisition.  During 2007, the company's interest expense
was $135.0 million, compared to $46.4 million in the prior year.    
Excluding the non-cash charges recorded in the fourth quarter, as
well as $1.3 million, net of tax relating to the purchase
accounting for fair valuation of inventories recorded in the first
quarter of the year, the company recorded a net loss of
$56.9 million in 2007.  This loss compares to net income of
$60.1 million in 2006, excluding $11.5 million, net of tax from
valuing Royal Group's inventory at fair value as of the date of
the acquisition, as required by purchase accounting standards.

For the year ended Dec. 31, 2007, Georgia Gulf's sales were
$3.2 billion, compared to $2.4 billion during 2006.  The increase
in sales can be primarily attributed to the acquisition of Royal
Group, which occurred on Oct. 3, 2006.   

As of Dec. 31, 2007, the company's consolidated balance sheet
reflected total assets of $2.19 billion, $2.00 billion of total
liabilities and a total stockholder's equity of $0.19 billion.

"Georgia Gulf's positive cash flow from operating activities
helped us to reduce debt in 2007, which remains our primary goal
for 2008," Ed Schmitt, retiring chairman, president and chief
executive officer, commented.  "During the toughest year our
industry has witnessed in quite some time, we improved certain
market positions, lowered our cost structure and reduced our
debt."

                       About Georgia Gulf

Headuqratered in Atlanta, Georgia, Georgia Gulf Corporation
(NYSE:GGC) -- http://www.ggc.com/-- manufactures and markets two  
integrated product lines: chlorovinyls and aromatics.  The
company's primary chlorovinyls products are chlorine, caustic
soda, vinyl chloride monomer, vinyl resins and vinyl compounds,
and itsaromatics products are cumene, phenol and acetone.  GGC
operates through four segments: chlorovinyls; window and door
profiles and mouldings products; outdoor building products, and
aromatics.  On Oct. 3, 2006, GGC completed the acquisition of
Royal Group Technologies Limited, a North American manufacturer
and marketer of vinyl-based building and home improvement
products.

                         *     *     *

As reported in the Troubled company Reporter on Jan. 30, 2008,
Standard & Poor's Ratings Services lowered its ratings on Georgia
Gulf Corp., including its corporate credit rating to 'B-' from
'B'.  The outlook is negative.  As of Sept. 30, 2007, Georgia Gulf
had approximately $1.67 billion in debt, adjusted for capitalized
operating leases and for the securitized sale of receivables.


GMAC LLC: To Shut Down 75% of Auto Credit Offices in North America
------------------------------------------------------------------
Following the warning of Cerberus Capital Management LP founder
Stephen Feinberg regarding GMAC LLC's "substantial difficulty,"
the auto credit company intends to cut 75% of its North American
regional auto-lending offices, Greg Bensinger of Bloomberg News
reports.

A letter from Barbara Stokel, executive vice president of North
American operations, to car dealers, states that GMAC will close
most of its 16 offices in the United States, except those in
Dallas, Texas; Pittsburgh, Pennsylvania; Atlanta, Georgia; and
Chicago, Illinois.  GMAC will keep its Toronto office in Canada,
and close three others.

As reported in the Troubled Company reporter in Feb. 18, 2008, Mr.
Feinberg wrote in a Jan. 22 letter to investors, that while
Cerberus has "detailed contingency plans in a continuing worsening
environment . . . if the credit markets continue to decline and we
find ourselves in a prolonged environment of capital market
shutdown, GMAC could run into substantial difficulty."

For the full-year 2007, GMAC reported a net loss of $2.3 billion,
compared to net income of $2.1 billion for the full-year 2006.  
Profitable results in the automotive and insurance businesses were
more than offset by a $4.3 billion loss at its Residential Capital
mortgage unit.

                        About GMAC

GMAC LLC -- http://www.gmacfs.com/-- formerly General Motors
Acceptance Corporation, is a global, diversified financial
services company that operates in approximately 40 countries in
automotive finance, real estate finance, insurance and other
commercial businesses.  GMAC was established in 1919 and employs
approximately 26,700 people worldwide.  Cerberus Capital
Management LP bought 51% GMAC LLC stake from General Motors Corp.
on December 2006.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 27, 2007,
Moody's Investors Service placed GMAC LLC's Ba2 senior unsecured
rating on review for possible downgrade.  The action was in
response to GMAC's affirmation of support for Residential Capital
LLC, as disclosed in ResCap's Nov. 21, 2007 debt tender
announcement.  ResCap's ratings and outlook (Ba3 senior unsecured,
negative outlook) were not affected by the tender announcement or
this GMAC rating action.

As reported in the Troubled Company Reporter on Nov. 16, 2007,
Fitch Ratings has placed GMAC LLC and its related subsidiaries
'BB+' long-term Issuer Default Ratings on Rating Watch Negative.  
This action reflects the ongoing pressures in the company's
residential mortgage subsidiary, Residential Capital LLC (ResCap,
IDR 'BB+' by Fitch with Rating Watch Negative).


HARRIS CONCRETE: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Harris Concrete Products, L.L.C.
        1555 Mitchell Young Road
        Montgomery, AL 36108

Bankruptcy Case No.: 08-30272

Type of Business: The Debtor produces concrete products.  See
                  http://www.harrisconcrete.com/

Chapter 11 Petition Date: February 18, 2008

Court: Middle District of Alabama (Montgomery)

Debtor's Counsel: James L. Day, Esq.
                     (jlday@memorylegal.com)
                  Memory & Day
                  P.O. Box 4054
                  Montgomery, AL 36103-4054
                  Tel: (334) 834-8000
                  Fax: (334) 834-8001
                  http://www.memorylegal.com/

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Regions Bank                   Bank Loan             $3,720,086
P.O. Box 511
Montgomery, AL 36101-0511

Holcim (U.S.), Inc.            Trade Debt            $115,724
P.O. Box 75562
Charlotte, NC 28275-5562
                                                
LAFARGE North America          Trade Debt            $94,098
P.O. Box 102733
Atlanta, GA 30368-2733
                                                
A.&B. Leasing                  Trade Debt            $72,577

Big River Industries           Trade Debt            $43,192

Wells Fargo                    Trade Debt            $36,286

Besser                         Trade Debt            $32,572

Montgomery County Revenue      Tax                   $26,659
Commission

State of Georgia Department    Tax                   $21,214
of Revenue

Southeast Materials Corp.      Trade Debt            $20,136

National Cement Company of     Trade Debt            $19,637
Atlanta

City of Montgomery             Trade Debt            $14,787

Florida Department of Revenue  Tax                   $14,028

Southland Trucking, L.L.C.     Trade Debt            $13,496

Bass Lumber                    Trade Debt            $12,856
                                          
Taylor Transportation, Inc.    Trade Debt            $10,853

Besser Holland                 Trade Debt            $10,686
                                          
Penske Truck Leasing Co., L.P. Trade Debt            $10,418
                                          
Dyna-Lift, Inc.                Trade Debt            $10,341

Value-Centers, L.L.C.          Trade Debt            $9,970


HEARTLAND AUTO: U.S. Trustee Adds Two Members to Creditors Panel
----------------------------------------------------------------
Erin Marie Schmidt, the U.S. Trustee for Region 6, added two more
members to the five-man Official Committee of Unsecured Creditors
appointed in Heartland Automotive Holdings Inc. and its debtor-
affiliates' Chapter 11 case.

The Creditors Committee members now consists of:

     a) Blackstone Mezzanine Associates, LP
        Blackstone Mezzanine Management Associates, LLC
        Salvatore Gentile
        345 Park Avenue
        29th Floor
        New York, NY 10154
        Tel: (212) 583-5443
        Fax: (212) 583-5482

     b) AutoEdge Distribution Inc.
        Richard "Dick" Hynan
        2425 La Mirada Drive
        Vista, CA 92081-8429

     c) ConocoPhillips Company
        Paul Curtis
        315 South Johnstone
        1310G Plaza Office Building
        Bartlesville, OK 74004
        Tel: (918) 661-8485

     d) Bare Associates, International Inc.
        Michael Bare, President
        3251 Old Lee Highway, Suite 209
        Fairfax, Virginia 22030
        Tel: (800) 296-6699
        Fax: (703) 591-6583

     e) Products Plus, Inc.
        Tommy Ayers
        5225 North 23rd
        Ozark, MO 65721
        Tel: (417) 581-3755
        Tel: (877) 581-3755 (Toll Free)
        Fax: (417) 581-0160

     f) ExxonMobil Oil Corporation
        Jim A. Feeney
        32920 Brandingham Road
        Franklin, MI 48025
        Tel: (773) 220-7719
        Fax: (425) 969-4036

     g) Hi-Tech Antifreeze Recycling/
        Pittsburgh Geni, LLC
        Richard Campbell, Manager
        530 main Box 230
        Eudora, KS 66025
        Tel (800) 634-1885
        Fax (785) 542-1230

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  They may investigate the Debtor's business
and financial affairs.  Importantly, official committees serve
as fiduciaries to the general population of creditors they
represent.  Those committees will also attempt to negotiate the
terms of a consensual Chapter 11 plan -- almost always subject
to the terms of strict confidentiality agreements with the
Debtors and other core parties-in-interest.  If negotiations
break down, the Committee may ask the Bankruptcy Court to
replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
Chapter 11 cases to a liquidation proceeding.

Based in Omaha, Nebraska, Heartland Automotive Holdings, Inc. --
http://www.heartlandjiffylube.com/-- operates quick-oil-change
stores in the U.S.  The company and its nine affiliates filed for
Chapter 11 protection on Jan. 7, 2008 (Bank. N.D. Tex. Case No.
08-40057).  Jeff P. Prostok, Esq., at Forshey & Prostok, L.L.P.
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 6 has not appointed creditors to serve on an
Official Committee of Unsecred creditors in this case.  When the
Debtor files for protection from their creditors its listed assets
and debts between $100 million and $500 million.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
the Debtors ask the Court's permission to secure a $10 million
postpetition financing from an affiliate of Quad-C Partners VI,
LP.


HEMOSOL CORP: Court Extends CCAA Stay of Proceedings to May 30
--------------------------------------------------------------
PricewaterhouseCoopers Inc. in its capacity as interim receiver  
of the assets, property and undertaking of 1608557 Ontario Inc.
fka Hemosol Corp. and its affiliate Hemosol LP, disclosed that the
Ontario Superior Court of Justice granted a further extension of
the stay of proceedings against 1608557.  The current Companies'
Creditors Arrangement Act stay of proceedings will now expire on
May 30, 2008.

The further extension is necessary to allow the Receiver to
determine whether a restructuring of the 1608557 corporate shell
can be achieved.

Headquartered in Ontario, Canada, 1608557 Ontario Inc. fka Hemosol
Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/-- is  
an integrated biopharmaceutical developer and manufacturer of
biologics, particularly blood-related protein based therapeutics.  
Information on Hemosol's restructuring is available at
http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/   

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make a
Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in the
payment of interest under its $20 million credit facility.  
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.  

On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


HERCULES OFFSHORE: Buying Transocean Inc.'s Drilling for $320 Mil.
------------------------------------------------------------------
Hercules Offshore Inc. entered into a definitive agreement with
Transocean Inc. to purchase three jackup drilling rigs and related
equipment for $320 million.  

The rig package includes the Adriatic III, a 350' Marathon
LeTourneau 116C, and the High Island I and the High Island VIII,
both 250' Marathon LeTourneau 82-SDCs.  All three rigs are located
in the U.S. Gulf of Mexico.

However, Hercules Offshore is negotiating long-term international
contracts for the High Island I and High Island VIII, and will
begin marketing the third rig, Adriatic III, in a number of
international markets in the near future.

The boards of directors of Hercules Offshore and Transocean Inc.
have both approved the transaction.  Closing of the transaction is
subject to regulatory approvals and other customary conditions.

The company plans to fund the acquisition with cash on hand and
borrowings under its revolving credit facility.

"The addition of these three rigs improves the overall quality and
flexibility of Hercules Offshore's jackup fleet, strengthening
our ability to serve our customers and providing the capability
for the company to further diversify geographically," Randy
Stilley, chief executive officer and president of Hercules
Offshore, stated.  "We look forward to expanding our international
presence and increasing our contract backlog and revenue
visibility.  I expect the transaction to be accretive to earnings
and cash flow per share and to create value for Hercules Offshore
shareholders."

                       About Transocean Inc.

Headquartered in Houston, Texas, Transocean Inc. (NYSE: RIG) --
http://www.deepwater.com/-- is an international provider of  
offshore contract drilling services for oil and gas wells.  As of
Feb. 2, 2007, the company owned/had partial ownership interests
in, or operated 89 mobile offshore and barge drilling units.  Its
fleet included 32 high-specification semisubmersibles and
drillships, 20 other floaters, 25 jackups and four other rigs as
of Feb. 2, 2007.

                   About Hercules Offshore Inc.

Headquartered in Houston, Texas, Hercules Offshore Inc. operates a
fleet of 33 jackup rigs, 27 barge rigs, 65 liftboats, three
submersible rigs, one platform rig and a fleet of marine support
vessels, and has operations in nine different countries on four
continents.  The company offers a range of services to oil and gas
producers to meet their needs during drilling, well service,
platform inspection, maintenance, and decommissioning operations
in shallow waters.

                           *     *     *

Moody's Investor Service placed Hercules Offshore Inc.'s long-term
corporate family and bank loan debt ratings at 'Ba3' in June 2007.  
The ratings still hold to date with a stable outlook.


HERITAGE WORLDWIDE: Net Loss Down in Qtr. Ended Dec. 31
-------------------------------------------------------
Heritage Worldwide Inc. reported a net loss of $368,399 on
revenues of $4,434,849 for the second quarter ended Dec. 31, 2007,
compared with a net loss of $529,085 on revenues of $4,381,744 for
the same period ended Dec. 31, 2006.

For the six-months ended Dec. 31, 2007, revenues were $9,404,148
compared with $7,769,470 for the six-months ended Dec. 31, 2006.  
Net loss was $686,703 compared with a net loss of $747,200 for the
six-month period ended Dec. 31, 2006.

The increase in revenues during the six-month period ended
Dec. 31, 2007, when compared to the prior year period is primarily
attributable to increased volume of breast implants sold to
distributors in Latin America, and offset by a decrease in volume
of breast implants sold to existing surgeons and clinics in
France.

Selling, general and administrative expenses increased to
$4,976,135 from $3,888,391 in the six months ended Dec. 31, 2006.  
The increase in selling, general and administrative expenses is
primarily attributable to increased professional and legal fees,
increased sales and marketing expenses associated with the
development of new distribution channels outside of France, and
the 10.0% appreciation of the Euro during the six-month period
ended Dec. 31, 2007.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$17,925,041 in total assets, $13,828,549 in total liabilities,  
$870,328 in minority interest, and $3,226,164 in total
stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2829

                       Going Concern Doubt

Sherb & Co. LLP, in New York, expressed substantial doubt about
Heritage Worldwide Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended June 30, 2007, and 2006.  The auditing firm
pointed to the company's significant losses and working capital
deficiency.

                     About Heritage Worldwide

Heritage Worldwide Inc (OTC BB: HWWI) manufactures and distributes
cosmetic implants including pre-filled breast and other body
implants, as well as body support products.  HWWI was incorporated
in the State of Delaware in 2001 with headquarters and a
production facility in the Toulon metropolitan area of southern
France, and a distribution facility in Spain.  

HWWI products are sold directly and indirectly through independent
distributors and sales representatives to surgeons and clinics
outside the United States.  More than 68% of sales are derived
from international operations outside France, where main
operations are conducted.


HOLLEY PERFORMANCE: Wants Pepper Hamilton as Bankruptcy Counsel
---------------------------------------------------------------
Holley Performance Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Pepper Hamilton LLP as their counsel.

Pepper Hamilton is expected to:

     a) advise the Debtors with respect to their rights, powers
        and duties as debtors and debtors-in-possession in the
        continued management and operation of their business and
        properties;

     b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

     c) advise and consult the Debtors regarding the conduct of
        the case, including all of the legal and administrative
        requirements of operating in chapter 11;

     d) advise the Debtors on matters relating to the evaluation
        of the assumption, rejection or assignment of unexpired
        leases and executory contracts;

     e) take all necessary action to protect and preserve the
        Debtors' estates, including the prosecution of actions on
        their behalf, the defense of any actions commenced against
        those estates, negotiations concerning all litigation in
        which the Debtors may be involved and objections to claims
        filed against the estates;

     f) assist in prosecuting the Plan of reorganization and
        disclosure statement and all related agreements or
        documents and taking any necessary action on behalf of the
        Debtors to obtain confirmation of the Plan;

     g) appear before the Court, any appellate courts, and the
        Office of the U.S. Trustee, and protecting the interests
        of the Debtors' estates before such courts and the Office
        of the U.S. Trustee; and

     h) perform all other necessary legal services and providing
        all other necessary legal advice to the Debtors in
        connection with chapter 11 cases to bring the Debtors'
        chapter 11 cases to a conclusion.

The Debtors will pay the firm at these rates:

     Designation          Hourly Rate
     -----------          -----------
     Partners             $450 - $695
     Associates           $240 - $345
     Legal Assistants     $175 - $205

The Debtors paid the firm a $77,494 retainer within the 90-day
period prior to the bankruptcy filing.  The retainer was applied
in full to the firm's pre-petition invoices.  The firm also
received $25,000 retainer check from the Debtors.

David B. Stratton, Esq., an attorney of the firm, assures the
Court that the firm holds no interest adverse to the Debtors and
its estates and is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Pepper Hamilton LLP
     Hercules Plaza, Suite 5100
     1313 Market Street,
     Wilmington, DE 19899-1709
     http://www.pepperlaw.com/

Bowling Green, Kentucky-based Holley Performance Products Inc. --
http://www.holley.com/-- was founded in 1903 by brothers     
George and Earl Holley.  It currently employs 390 workers in
Kentucky, California and Mississippi.  It is the parent company of
various companies offering the Holley brands, including Hooker,
FlowTech and Nitrous Oxide Systems.  Holley carburetors power
every NASCAR(R) Sprint(R) Cup team and every NHRA(R) Pro-Stock
champion.  The Holley line also includes performance fuel pumps,
fuel injection, intake manifolds, cylinder heads & engine dress-up
products for street performance, race and marine applications.

The company filed for Chapter 11 protection on Feb. 11, 2008
(Bankr. D.Del. Case No.08-10256).  Evelyn J. Meltzer, Esq., and
David B. Stratton, Esq., at Pepper Hamilton, L.L.P., represents
the Debtors' in their restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in these cases
to date.  When the Debtors filed for protection against their
creditors, it listed total assets of $106,000,000 and total debts
of $243,000,000.


HOLOGIC INC: Board Approves Two-For-One Stock Split
---------------------------------------------------
Hologic Inc. disclosed that its Board of Directors approved a two-
for-one stock split, to be effected in the form of a stock
dividend, subject to stockholder approval of a proposed amendment
to the Certificate of Incorporation of the company to increase the
number of shares of common stock the company has the authority to
issue from 300 million to 750 million shares.

The company is seeking approval of the amendment to its
Certificate of Incorporation to increase the number of authorized
shares of common stock at its Annual Meeting of Stockholders to be
held on March 11, 2008.  Subject to receiving such stockholder
approval, the record date for the stock split will be March 21,
2008, and the payment date will be April 2, 2008.  

                     About Hologic Inc.

Headquartered in Bedford, Massachussetts, Hologic Inc.
(NASDAQ:HOLX) - http://www.hologic.com/-- is a developer,
manufacturer and supplier of premium diagnostics, medical imaging
systems and surgical products dedicated to serving the healthcare
needs of women.  Hologic's core business units are focused on
breast health, diagnostics, GYN surgical, and skeletal
health.  Hologic provides a comprehensive suite of technologies
with products for mammography and breast biopsy, radiation
treatment for early-stage breast cancer, cervical cancer
screening, treatment for mennorrhagia, osteoporosis assessment,
preterm birth risk assessment, and mini C-arm for extremity
imaging.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 17, 2007,
Moody's Investors Service affirmed the Ba3 corporate family and
probability of default ratings of Hologic Inc.  The outlook for
the ratings is stable.


IDEAEDGE INC: Posts $748,544 Net Loss in 1st Quarter Ended Dec. 31
------------------------------------------------------------------
IdeaEdge Inc. reported a net loss of $748,544, on sales revenues
of $848 for the first quarter ended Dec. 31, 2007.

Prior to the commencement of sales revenues, the company was
focused primarily on the securing of retail outlets, establishing
an online site at which cardholders can redeem their gift cards
purchased for products and pursuing additional entertainment
brands for future gift card programs.    

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3,027,689 in total assets, $1,252,039 in total liabilities, and
$1,775,650 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?282d

                       Going Concern Doubt

Cordovano and Honeck LLP, in Englewood, Colorado, expressed
substantial doubt about IdeaEdge Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Set. 30, 2007.  The auditing firm
reported that the company has incurred net losses since inception
and has a net capital deficit at Sept. 30, 2007.  

                        About IdeaEdge Inc.

Headquartered in San Diego, IdeaEdge Inc. (OTC BB: IDED) develops
gift card programs.  The company distributes its gift cards
primarily through major retail channels and online.  The company's
flagship gift card program is based on American Idol(TM), a
leading entertainment and consumer merchandise brand in the U.S.
The company will offer a wide range of consumer merchandise with
American Idol(TM) and future brand partners.


INFORM WORLDWIDE: Dec. 31 Balance Sheet Upside-Down by $698,484
---------------------------------------------------------------
Inform Worldwide Holdings Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $1,112,807 in total assets and $1,811,291 in
total liabilities, resulting in a $698,484 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $94,694 in total current assets
available to pay $746,291 in total current liabilities.

The company reported a net loss of $90,134 on total revenues of
$224,976 for the second quarter ended Dec. 31, 2007, compared with
a net loss of $26,133 on $-0- revenues for the same period ended
Dec. 31, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2830

                       Going Concern Doubt

Stark Winter Schenkein & Co. LLP, in Denver, expressed substantial
doubt about Inform Worldwide Holdings Inc.'s ability to continue
as a going concern after auditing the company's consolidated
financial statements for the year ended June 30, 2007.  The
auditing firm pointed to the company's significant losses from
operations.  

                      About Inform Worldwide

Inform Worldwide Holdings Inc., through its subsidiary, One World
Energy Corporation, currently holds an interest in one coal mining
property.  The company is in the beginning stages of mining.  The
mining site, which is called Nowrytown No.1, consists of 293
permitted acres and has historically produced approximately 3,000
tons of coal per month.  The company's operation is a joint
venture with an independent contractor, Ralph Smith and Son.  

The company has formed PrimaCare Corporation, a subsidiary, to
become a healthcare holding company.  On Jan. 11, 2008, PrimaCare
completed the acquisition of all the membership interests in
Medical Resources LLC.  Based in Florida, Medical Resources is a
management services organization that provides non-clinical,
administrative, and managerial services and assets to physician
practices throughout southeast Florida.  


INTERPHARM HOLDINGS: Dec. 31 Balance Sheet Upside-Down by $5.3 M.
-----------------------------------------------------------------
Interpharm Holdings Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $64.3 million in total assets, $53.1 million in total
liabilities, and $16.5 million in redeemable convertible preferred
stock, resulting in a $5.3 million total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $27.4 million in total current
assets available to pay $44.0 million in total current
liabilities.

The company reported a net loss of $10.9 million on net sales of
$16.2 million for the second quarter ended Dec. 31, 2007, compared
with a net loss of $4.1 million on net sales of $17.5 million in
the same period ended Dec. 31, 2006.

Net sales of Ibuprofen decreased $1.9 million, or 22.6%, while net
sales of Bactrim products decreased $994,000, or 21.8%, as
compared to sales for the three month period ended Dec. 31, 2006.
Net sales of Naproxen products increased $471,000, or 19.4%.

Income tax expense was $6.0 million and a benefit of $1.9 million
for the three month periods ended Dec. 31, 2007, and 2006,
respectively.

                      Forbearance Agreement

On Feb. 5, 2008, the company and Wells Fargo Business Credit
entered into a Forbearance Agreement whereby Wells Fargo agreed
to, among other things: (i) forbear from exercising its remedies
arising from the company's default under its Credit Agreement  
until June 30, 2008, provided no further default occurs; (ii)
provide a moratorium on certain principal payment; (iii) and
advance the company up to $3,000,000 under a newly granted real
estate line of credit mortgage on the company's real estate, which
amounts will be due on June 30, 2008.  The total amount
outstanding with Wells Fargo at Dec. 31, 2007, was $30,590,000.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2824

                    About Interpharm Holdings

Based in Hauppauge, New York, Interpharm Holdings Inc. (AMEX: IPA)
-- http://www.interpharminc.com/ -- currently develops,  
manufactures and distributes generic prescription strength and
over-the-counter pharmaceutical products.


JARDEN CORP: Reports $11.2 Mil. Net Loss for 2007 Fourth Quarter
----------------------------------------------------------------
Jarden Corporation reported net loss of $11.2 million for the
quarter ended Dec. 31, 2007, compared to net income of
$35.7 million in the fourth quarter of 2006.
    
For the quarter ended Dec. 31, 2007, net sales increased 38% to
$1.5 billion compared to $1.1 billion for the same period in the
previous year.
    
For the year ended Dec. 31, 2007, net sales increased 21% to
$4.7 billion compared to $3.8 billion for the same period in the
previous year.  Net income was $28.1 million for the year ended
Dec. 31, 2007, compared to $106.0 million for the year ended
Dec. 31, 2006.
    
"2007 was another excellent year for Jarden, with record revenue,
as adjusted EPS growth of over 10% and cash flow from operations
up nearly 30% on a year over year basis," Martin E. Franklin,
chairman and chief executive officer,  commented.  "The year was
filled with significant macro economic challenges, which ranged
from continuing material cost inflation to nervous retailers
reducing inventory levels in the face of actual or
perceived consumer weakness."

"Our performance in this environment highlights the strength of
our market leading brands and underscores the defensible nature of
our core categories," Mr. Franklin continued.  "Jarden's
diversity, whether by geographic region or breadth of products and
price points, continues to be a key driver in our successful
strategy to mitigate risk and drive long term growth."

"Our global operating platform has enabled us to leverage our
Fortune 500 size to maximize cost savings throughout the
predominately niche markets we supply," Mr. Franklin added.  "As
anticipated, the acquisition of K2 in August 2007 brought many
opportunities to our Outdoor Solutions segment and should provide
margin expansion and topline growth opportunities in 2008 and
beyond."
    
"We look forward to commenting in more detail on the operating
outlook of our businesses in 2008 at our upcoming analyst and
investor meeting on March 4, 2008," Mr. Franklin stated.  
"However, I can say now that despite the continuing macroeconomic
challenges in 2008, we anticipate growing the topline organically
and continuing to deliver a minimum of 10% as adjusted EPS growth,
something we have done in each of the six years I have been
chairman and CEO of the company."

"Tough economic times create the environment in which we can
leverage our core operating expertise and meaningful brands to
offer the consumer attractive options, whether in terms of value
or functionality," Mr. Franklin went on to say.  "We will continue
to focus on, and make investments in, new and innovative products
to leverage the return on our strong portfolio of brands."

"We look forward to continuing the momentum of another record
breaking year of financial performance into the current year," Mr.
Franklin concluded.

                      About Jarden Corporation

Headquartered in Rye, New York, Jarden Corporation (NYSE: JAH) --
http://www.jarden.com/-- manufactures and distributes niche      
consumer products used in and around the home.  The company's
primary segments include Consumer Solutions, Branded Consumables,
and Outdoor.

                           *     *     *

Moody's Investor Services placed Jarden Corporation's long-term
corporate family rating and probability of default rating at 'B1'
in September 2006.  The rating still holds to date with a positive
outlook.


JAYS FOODS: Exclusive Plan Filing Period Extended Until April 8
---------------------------------------------------------------
The Hon. Pamela S. Hollis of the United States Bankruptcy Court
for the Norther District of Illinois extended Jays Foods Inc. and
its debtor-affiliates' exclusive period to file a Chapter 11 plan
until April 8, 2008.

Judge Hollis also extended the exclusive period to solicit
acceptances of that plan until June 9, 2008.

The Debtors tell the Court that they need more time to complete
their analysis of the assets and liabilities of their estates, and
to formulate and negotiate a feasible Chapter 11 plan.

                         About Jays Foods

Chicago-based Jays Foods Inc. -- http://www.jaysfoods.com/--
wholesales confectionery products and manufactures snack chip
products.  Jays Foods leases real property, and owns certain
equipment, in Chicago, Illinois where it operates a manufacturing
facility that makes snacks mostly under the Jays, O-KE-DOKE and
Krunchers brand names.  Jays is 100% owned by Jays Holding
Company, Inc.

The company, then known as Jays Food LLC, first filed for chapter
11 protection on March 5, 2004 (Bankr. N.D. Ill. Case No. 04-
08681).  David Missner, Esq., Marc I. Fenton, Esq. and Thomas
Zwartz, Esq. at Piper Rudnick LLP were counsels to the Debtor.  In
the March 2004 case, a Section 363 sale took place and most of the
assets of former Jays Foods were sold to Jays Foods Acquisition
Inc., predecessor to Jays Foods Inc.  The March 2004 case was
closed on or about March 9, 2007.

Select Snacks Inc., on the other hand, owns real property,
improvements and equipment in Jeffersonville, Indiana where it
operates a manufacturing facility that makes private label and co-
manufactured snacks for its customers.  Select Snacks is 100%
owned by Select Snacks Holdings Company, Inc.

Both Select Holding and Jays Holding are 100% owned by Ubiquity
Brands LLC.

As of the Oct. 11, 2007, the Debtors had approximately 943
employees of which Select has 262 (211 union employees and, 51
non-union employees) and Jays has 681 total employees (236 union
employees and 445 non-union employees).

Jays Foods and Select Snacks filed voluntary chapter 11 petitions
on Oct. 11, 2007 (Bankr. N.D. Ill. Case Nos. 07-18768 and
07-18769).  Mark K. Thomas, Esq., Brian I. Swett, Esq., Jeremy T.
Stillings, Esq., Myja K. Kjaer, Esq., at Winston & Strawn LLP,
represent the Debtors.  Kurtzman Carson Consultants LLC serve as
their notice, claims and balloting agent.  The Official Committee
of Unsecured Creditors has selected Jeffrey N. Pomerantz, Esq.,
and Jeffrey W. Dulberg, Esq., at Pachulski Stang Ziehl & Jones
LLP, as its counsel.


JED OIL: Redemption of $40M Convertible Notes Extended to March 18
------------------------------------------------------------------
JED Oil Inc. received an extension of the redemption date of its
$40.24 million principal amount of 10% senior subordinated
convertible notes, from Feb. 15, 2008 to March 18.  

As previously stated, JED is arranging financing to redeem the
notes, but the financing did not close by February 15 as
previously expected.  During the extension, the notes will accrue
interest at the rate of 2% per month, plus the company will pay
the noteholders a fee equal to 1% of the outstanding principal
amount of the notes in consideration for the new extension.  Under
the terms of the extension, if the notes are not redeemed in full
on March 18, the outstanding principal amount to be repaid will be
increased by an additional 10%.

                       Going Concern Doubt

Ernst & Young LLP, in Calgary, Canada, expressed substantial doubt
about JED Oil Inc.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
years ended Dec. 31, 2006, and 2005.  The auditing firm reported
that the company has incurred a substantial loss and realized a
negative cash flow from operations for the year ended Dec. 31,
2006.  At Dec. 31, 2006, the company also had a working capital
deficiency and a stockholders' deficiency.

JED's convertible notes totalling $40.2 million mature on the
first of February 2008 pending negotiations to exchange the notes
for junior notes with an extended term.  Effective
Oct. 31, 2007, holders of $1.22 million notes exchanged their
notes for junior notes which mature on Feb. 1, 2010.  

                          About JED Oil

Headquartered in Didsbury, Alberta, JED Oil Inc. (AMEX: JDO) --
http://www.jedoil.com/-- is an oil and natural gas company that   
commenced operations in the second quarter of 2004 and has begun
to develop and operate oil and natural gas properties principally
in western Canada and the United States.


KALIL FRESH: Fourth Quarter 2007 Woes Ends in Chapter 7 Filing
--------------------------------------------------------------
Kalil Fresh Marketing Inc., dba Houston's Finest Produce Co.,
sought protection under chapter 7 of the U.S. Bankruptcy Code from
the Court of Southern District of Texas, Pamela Riemenschneider
writes for The Packer.

According to the report, the Debtor started to suffer financially
over deals conducted during the last quarter of 2007.

Wayne Kitchens, Esq., at Hughes, Watters & Askanase told The
Packer that the Debtor's remaining assets are set for liquidation,
the proceeds of which will be distributed to creditors.

Sam Petro, Jr., and Bryan Herr, both of Country Fresh Inc., were
listed as vice presidents of Houston's Finest as each holds a 25%
stake in the Debtor, The Packer says.  

According to Richard Kaplan, Esq., at Weycer, Kaplan, Pulaski &
Zuber PC, his clents, Messrs. Petro and Herr, wish to be removed
from the case, asserting that they weren't part of the Debtor's
daily operations, The Packer reveals.

Mr. Kitchens told The Packer that the Debtor has $1.8 million in
assets and owes more than $3.1 million, including $2.3 million to
unsecured creditors.

The Packer failed to get comments from John Kalil, the company's
president.


KANSAS CITY: Earns $55 Million in Fourth Quarter Ended December 31
------------------------------------------------------------------
Kansas City Southern's reported financial results for fourth
quarter and year ended Dec. 31, 2007.

The company reported net income of $54.7 million for quarter ended
Dec. 31, 2007, compared to net income of $40.6 million for the
same period in the previous year.

Net income available to common shareholders in the fourth quarter
ended totaled $49.9 million compared with $35.7 million in fourth
quarter 2006, a 36.6% increase.

The company's net income for full year ended Dec. 31, 2007, was
$153.8 million compared with net income of $108.9 million in 2006.

Net income available to common shareholders in the full year ended
totaled $134 million compared with $89.4  million in fourth
quarter 2006.

Increased fuel, casualties and insurance and materials and other
expenses were partially offset by reductions in compensation and
benefits, purchased services and equipment costs.  The improvement
in compensation and benefits expense includes, among other things,
certain non-cash credits related to profit sharing expense in
Mexico driven by various tax initiatives taken in response to new
tax legislation enacted in the fourth quarter.

Tax expense in the fourth quarter was driven higher by the recent
tax legislation in Mexico increasing the effective rate for the
quarter to 32.6% due to a non-recurring, non-cash adjustment of  
recognized net operating losses.

Operating income for the fourth quarter was a record $108.7
million compared with $88.2 million last year, a 23.2% increase.
The fourth quarter 2007 operating ratio was 76.4% compared with
80.1% a year ago.

                    About Kansas City Southern

Headquartered in Kansas City, Missouri, Kansas City Southern
(NYSE:KSU) -- http://www.kcsouthern.com/-- is a transportation  
holding company that has railroad investments in the U.S., Mexico
and Panama.  Its primary U.S. holding includes KCSR, serving the
central and south central U.S.  Its international holdings include
Kansas City Southern de Mexico, serving northeastern and central
Mexico and the port cities of Lázaro Cárdenas, Tampico and
Veracruz, and a 50% interest in Panama Canal Railway Company,
providing ocean-to-ocean freight and passenger service along the
Panama Canal. KCS' North American rail holdings and strategic
alliances are primary components of a NAFTA Railway system,
linking the commercial and industrial centers of the U.S., Canada
and Mexico.

                          *     *     *

Kansas City Southern continues to carry Moody's Investor Service
'B2' probability of default rating which was placed in September
2006.


KAREN DELANEY: Case Summary & 17 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Karen Lynette Delaney
        2211 Wickiup Trail
        Harker Heights, TX 76548

Bankruptcy Case No.: 08-60172

Type of Business: The Debtor is a dentist.

Chapter 11 Petition Date: February 18, 2008

Court: Western District of Texas (Waco)

Judge: Frank R. Monroe

Debtor's Counsel: Erin B. Shank, Esq.
                     (shanknotices@hot.rr.com)
                  2309 Austin Avenue
                  Waco, TX 76701
                  Tel: (254) 296-1161
                  Fax: (254) 296-1165

Total Assets: $330,665

Total Debts: $1,405,933

Debtor's 17 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Direct Loans                   student loan          $371,012
P.O. Box 5609
Greenville, TX 75403-5609

Matsco Financial               equipment loan; value $221,399
2000 Powell St. 4th Floor      of security:
Emeryville, CA 94608-1885      $34,629

Clarion Financial              loan for equipment    $110,000
1310 Madrid Street,
Suite 104
Marshall, MN 56258

Netbank Business Finance       business loan         $101,163

H.P.S.C., Inc.                 loan                  $87,000

Capital One                    credit card           $50,723

American Express               credit card           $36,647

Wells Fargo                    credit card           $34,006

Bank of America                credit card           $30,793

                               line of credit        $26,000

Bankers Health Care Group      business loan         $25,913

Chase                          credit card           $21,195

Pentagon Federal Credit Union  credit card           $17,998

Silverleaf Resorts, Inc.       Purchase Money;       $15,231
                               value of security:
                               $15,000

Providian                      credit card           $11,921

Blue Bay Club Canan            Purchase Money;       $9,165
                               value of security:
                               $9,000

Internal Revenue Service       941 Taxes             $8,000

First Equity                   credit card           $4,467

Matsco                         loan                  $0


KIMBALL HILL: Posts $46.4 Million Net Loss in Qtr. Ended Dec. 31
----------------------------------------------------------------
Kimball Hill Inc. reported a net loss of $46.4 million for the
first quarter ended Dec. 31, 2007, versus a net loss of
$21.0 million in the comparable period ended Dec. 31, 2006.

Homebuilding revenues decreased 36.2% to $152.4 million for the
three month period ended Dec. 31, 2007, from $238.8 million for
the three month period ended Dec. 31, 2006.  New home deliveries
decreased by 28.9% and the average sales price of homes delivered
decreased by 14.8%.  Land sales were $19.6 million for the three
months ended Dec. 31, 2007, as compared to $22.6 million for the
three months ended Dec. 31, 2006.

Net new home orders for the three month period ended Dec. 31,
2007, were 447, a 38.1% decrease from 722 net new home orders for
the three month period ended Dec. 31, 2006.

At Dec. 31, 2007, the contract value of the company's backlog was
$116.8 million, as compared to $190.8 million at Dec. 31, 2006.  
At Dec. 31, 2007, the average sales price per home in backlog was
$248,000 down $32,000, or 11.4%, from the average sales price per
home in backlog of $280,000 at Dec. 31, 2006.

Due to the continued deterioration in market conditions and the
overall national homebuilding climate, the company recorded
inventory impairment charges of $13.2 million during the three
months ended Dec. 31, 2007.  Additionally, during the three months
ended Dec. 31, 2007, the company recorded $17.1 million of charges
to write-down its investments in joint ventures.

Homebuilding operating expenses, which consist of all homebuilding
expenses other than cost of sales, decreased 10.2% to
$27.6 million for the three months ended Dec. 31, 2007, from
$30.7 million for the three months ended Dec. 31, 2006.   
Homebuilding operating expenses were 18.1% and 12.9% of
homebuilding revenue for the three months ended Dec. 31, 2007, and
2006, respectively.

The decrease in homebuilding operating expenses is attributed to
lower compensation expense, due to a reduction in headcount and
incentive pay, partially offset by a one-time $1.7 million payment
to C. Kenneth Love, the company's president and chief executive
officer, to offset the personal negative tax impact and perceived
financial consequences realized by Mr. Love upon the lump sum
settlement of pension benefits attributable to his former position
prior to joining Kimball Hill.

The company recorded an income tax benefit of $7.5 million and
$13.1 million for the three month periods ended Dec. 31, 2007, and
2006, respectively, and the company's effective tax rates were
14.0% and 38.5%, respectively, for the same periods.  The
reduction in effective tax rate is attributed to an additional
valuation allowance recorded against all deferred tax assets that
rely on future taxable income in order to be realized.

           Company Considering Chapter 11 Restructuring       

As of Dec. 31, 2007, the company was not in compliance with
certain of the covenants in its senior credit facility, including
the covenant requiring the company to maintain a minimum tangible
net worth.  Acceleration under the company'ssenior credit facility
would also trigger a cross-default under the indenture governing
its senior subordinated notes.  In addition, certain other credit
facilities within the company's joint ventures to which it has  
provided guarantees include provisions for acceleration or events
of default in the event of a default under the senior credit
facility.

Although the company has obtained a limited duration waiver and
amendment in January 2008 with respect to its senior credit
facility, the company is no longer in compliance with the
covenants set forth therein as a result of recording additional
impairment charges in connection with the preparation and review
of the condensed consolidated financial statements for the period
ended Dec. 31, 2007.

If obligations under the senior credit facility or senior
subordinated notes are accelerated, the company believes it will
have insufficient assets to meet the obligations thereunder.
Working with Alvarez & Marsal North America LLC, a financial
advisory and consulting firm, the company is considering a number
of alternatives, including the appointment of a chief
restructuring officer and whether to seek a complete restructuring
under Chapter 11 of the United States Bankruptcy Code.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$795.5 million in total assets, $631.9 million in total
liabilities, and $113.1 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2832

                       Going Concern Doubt

Chicago-based Deloitte & Touche LLP expressed substantial doubt
about Kimball Hill Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  The auditing firm
pointed to the company's losses from operations and default under
its senior credit facility.

                        About Kimball Hill

Kimball Hill Inc. -- http://www.kimballhillhomes.com/-- is one of  
the largest privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.


KINGSWAY FINANCIAL: Posts $103.5 Net Loss for 2007 Fourth Quarter
------------------------------------------------------------------
Kingsway Financial Services Inc. reported a net loss of
$103.5 million for the fourth quarter ended Dec. 31, 2007,
compared to the net income during the same period of the previous
year at $16.8 million.  Net loss of $18.5 million was incurred for
the year ended Dec. 31, 2007, compared with the net income of
$123.3 million for fiscal 2006.  

The net loss was primarily attributable to the reserve increase
for estimated unfavourable reserve development for prior accident
years at its Lincoln General subsidiary.

For the 2007 fourth quarter, the company generated revenues
amounting to $510.1 million, in comparison with the total revenues
for the 2006 fourth quarter at $466.5 million.  

For the full fiscal year ended Dec. 31, 2007, the company
generated total revenues of $2.0 billion, compared to $1.9 billion
total revenues of fiscal 2006.
    
"Overall, 2007 was an extremely disappointing year for the company
due to the significant reserve increases which were necessary at
our largest subsidiary, Lincoln", Shaun Jackson, president and
chief executive officer, said.  "The reserve increase of
$124.8 million in the quarter significantly reduced earnings,
however, it now places the company on a sound footing for future
growth in profitability."

"During 2007, we implemented many improvements and corrective
actions at Lincoln, which we expect will result in much
improved performance," Mr. Jackson added.  "Not only have reserves
been greatly increased, but we are also eliminating or repricing
underperforming insurance programs and have enhanced several
operational procedures."
    
"The increase in reserves at Lincoln has overshadowed the strong
operating performance from most of our U.S. subsidiaries and all
of our Canadian subsidiaries, as well as healthy investment
returns from our securities portfolio," Mr. Jackson continued.  
"We ended the year with net premiums written of approximately
$1.8 billion and statutory surplus in our operating insurance
subsidiaries of approximately $1.2 billion."

"This is a conservative level of premium leverage which we
anticipate will further strengthen in 2008, providing us with
significant flexibility to benefit from improving insurance market
conditions," Mr. Jackson stated.  "Book value per share grew by 5%
during 2007 due to currency fluctuations and disappointing
operating results."

"Over the last five years book value has grown at a compound
annual growth rate of 16%, illustrating the benefits of Kingsway's
diverse operations," Mr. Jackson expressed.
  
The board of directors has declared a quarterly dividend of
CDN$0.075 per common share, payable on March 31, 2008 to
shareholders of record on March 17, 2008.
    
During the year ended Dec. 31, 2007, the net cash flow from
operating activities was $67.1 million.

During the year ended Dec. 31, 2007, the company repurchased and
cancelled 445,100 common shares under the normal course issuer bid
for a total purchase price of $8.1 million at an average price of
$18.20.
    
The company's balance sheet, as of Dec.31, 2007, reflected a
shareholder's equity of $0.9 billion.

                    About Kingsway Financial

Headquartered in Ontario, Canada, Kingsway Financial Services Inc.
(TSX:KFS, NYSE:KFS) - http://www.kingsway-financial.com/-- is
a holding company that operates through its wholly owned
subsidiaries in the property and casualty insurance business.  The
company's principal lines of business are trucking and non-
standard automobile insurance.  KFSI also writes motorcycle
insurance in Canada and writes taxi cab insurance in Chicago,
Illinois and Las Vegas, Nevada.

                          *     *     *

As reported in the Troubled company Reporter on Dec. 21, 2007,
Standard & Poor's Ratings Services lowered its senior unsecured
and long-term counterparty credit ratings on Kingsway Financial
Services Inc. to 'BB+' from 'BBB-'.  S&P also lowered the debt
ratings on Kingsway's subsidiaries to 'BB+' from 'BBB-'.  The
outlook is negative.


LAS VEGAS: Reports Change in Beneficial Ownership of Common Shares
------------------------------------------------------------------
On Feb. 14, 2008, the Sheldon G. Adelson 2005 Family Trust filed
an Annual Statement of Changes in Beneficial Ownership on Form 5
to report the distribution of an aggregate of 17 million shares of
Las Vegas Sands Corp. common stock to Sheldon G. Adelson, the
chairman and chief executive officer of LVS.  For estate planning
purposes, Mr. Adelson contributed the shares to four newly created
grantor retained annuity trusts of which he is the beneficiary.
Mr. Adelson retains sole dispositive control over the shares in
the new trusts.

                   About Las Vegas Sands

Headquartered in Las Veags, Nevada Las Vegas Sands Corp.
(NYSE:LVS) -- http://www.lasvegassands.com/-- owns and operates   
The Venetian Resort-Hotel-Casino and the Sands Expo and Convention
Center in Las Vegas and The Venetian Macao Resort-Hotel and the
Sands Macao in the People's Republic of China Special
Administrative Region of Macao.  The company is constructing three
additional integrated resorts: The Palazzo Resort-Hotel-Casino in
Las Vegas; Sands Bethworks(TM) in Bethlehem, Pennsylvania; and The
Marina Bay Sands(TM) in Singapore.

LVS is also creating the Cotai Strip(TM), a master-planned
development of resort-casino properties in Macao.  Additionally,
the companyis working with the Zhuhai Municipal People's
Government of the PRC to master-plan the development of a leisure
resort and convention complex on Hengqin Island in the PRC.

                          *     *     *

Las Vegas Sands Corp. still carries Standard & Poor's Ratings
Services 'BB-' long-term foreign and local issuer credit ratings,
which were placed  on April 17, 2007.  Rating outlook is stable.


LEVITT AND SONS: Court Gives Final Nod on Wachovia DIP Financing
----------------------------------------------------------------
The Honorable Raymond B. Ray of the U.S. Bankruptcy Court for the
Southern District of Florida gave authority, on a final basis, to
certain Levitt and Sons LLC debtor-affiliates and Wachovia Bank
N.A. to enter into a DIP credit facility agreement.

Judge Ray permitted Levitt and Sons of Horry County, LLC; Levitt
and Sons of Hall County, LLC; Levitt and Sons of Cherokee County,
LLC; Levitt and Sons of Paulding County, LLC; Levitt and Sons at
World Golf Village, LLC; and Levitt and Sons of Manatee County,
LLC, to borrow up to $3,500,000 from Wachovia Bank, to fund the
further construction and sale of seven partially built housing
projects in Georgia, Florida and South Carolina -- the Wachovia
Projects.

The Court further authorized the Debtors to enter into the DIP
Loan Agreement with Wachovia Bank, which provides for the
appointment of a chief administrator in the person of Soneet
Kapila to administer the Wachovia Projects.  Judge Ray approved
the retention of Mr. Kapila as chief administrator on a final
basis.

Judge Ray averred that an immediate and ongoing need exists for
the Wachovia Debtors to obtain financing to continue the
operation of the Wachovia Projects as debtors-in-possession under
Chapter 11, and to minimize the disruption as a "going concern."

Wachovia Bank is granted a lien with respect to the DIP Financing
on all the assets of the Wachovia Debtors.  The Wachovia Bank DIP  
Lien is junior to any lien that has seniority over Wachovia
Bank's prepetition lien and superior to any other lien.  

All liens, claims, interests and encumbrances against any assets  
of the Wachovia Debtors that are junior to Wachovia Bank's
interest are stripped off the assets in their entirety, with the
claims becoming unsecured or priority claims subject to the
claims objection process as may be later determined.

Any party who asserts a Lien against a Wachovia Debtor, which
Lien it asserts is superior to the interests of Wachovia Bank, is
directed to file with the Court by March 10, 2008, a statement
stating the nature of the Lien and the legal basis for the
assertion that the Lien is superior to Wachovia Bank's asserted
position.  The Court will later establish procedures for
adjudicating these lien priority disputes.

                            Carve-Out

The DIP Loan Agreement provides that the net proceeds from the
sale of the assets comprising the Wachovia Projects will be
disbursed according to a descending priority of payment
obligations -- the Waterfall payment -- whereby the Debtors will
receive a share of the sales proceeds.  About $3,000,000 of that
Waterfall is guaranteed to be paid to the Official Committee of
Unsecured Creditors on behalf of the Debtors' estates, the Court
noted.

The Court has not ruled whether the $3,000,000 Carve-out would
benefit only the estates of the Wachovia Debtors or all of the
Debtors.  According to Judge Ray, the issue will be resolved at
future proceedings of the Debtors' Chapter 11 cases, presumably
as part of the confirmation process.

In addition, Wachovia Bank guarantees the payment of another
$1,000,000 to the Debtors to fund administrative expenses.  If
the administrative expense claims total less than $1,000,000, the
remainder of the funds will also go to general unsecured
creditors.  

Wachovia Bank also releases the Debtors from any claim it may
have to the $6,000,000 in cash the Debtors had on hand as of the
Petition Date.

                     Junior Liens have No Value

Levitt & Sons Chief Restructuring Officer Lawrence E. Young
testified that the property values contained in the Debtors'
schedules, which might otherwise suggest the existence of equity
in the same assets, are based on the net book values recorded by
the Debtors and thus, are not reflective of the true fair market
value of the property.  Mr. Young said that other assets of this
type were being sold for 40% to 50% of net book value.

The Court finds Mr. Young's testimony credible and convincing.  
Pursuant to Mr. Young's testimony, Judge Ray finds as a matter of
fact that the value of the assets securing each of Wachovia
Bank's credit facilities was less than the amount owed to
Wachovia Bank on each of the loans.  As a result, it is a factual
reality that there is no equity in any of the Wachovia Projects
to secure any putative liens of any junior lien holder on any of
the Wachovia Projects, Judge Ray opined.

The Court noted that the liens of junior lien creditors have no
value because there is no value in the collateral beyond the
Prepetition Debt owed to Wachovia Bank on the collateral.  Thus,
the junior lien claimants are not entitled to adequate protection
pursuant to Section 364(d) of the Bankruptcy Code because at
best, they have a zero value lien, Judge Ray stated.

Notably though, in the Debtors' cases, junior lien holders will
be afforded the opportunity to participate in, and receive a
distribution from a $3,000,000 guaranteed payment for the benefit
of unsecured creditors, who would get nothing absent approval of
the DIP Financing, Judge Ray pointed out.

The Court added that if there are secured claimants, which had
priority over Wachovia Bank's security interests as of the
Petition date, they are not primed by the DIP Financing.  
Therefore, there is no requirement that adequate protection be
provided to the priority claimants.

                            Objections

Eleven objections were filed against the DIP Financing.  Two
objections filed by groups of homeowners in the Wachovia Projects
will be denied by separate orders.  One objection seeking a
continuance was filed by contract holders who sought to reject
their purchase contracts.  That objection was denied in open
court and a separate order will be entered by the Court.  All
other objections not otherwise resolved, settled or withdrawn are
deemed overruled.  

Judge Ray adds that the Cascades of World Golf village
Homeowners' Association's objection -- the purpose of which was
to receive funding for the Association -- will be more properly
dealt with via a turnover motion.

The DIP Facility will expire and terminate on the earlier of the
date which is 23 months after commencement of the Credit
Facility, or the date of dismissal or conversion of the Debtors'
Chapter 11 cases.

                    Abandonment of Properties

Due to the approval of the DIP Financing Motion, Judge Ray denies
the Debtors' request to abandon properties subject to liens held
by Wachovia Bank.  All objections to the Abandonment Motion are
moot.

Wachovia Bank's request to lift the automatic stay is also denied
without prejudice.  However, to the limited extent that the stay
relief requests made in the DIP Financing Motion are otherwise
included in the DIP Financing Agreement, they are granted.  All
objections to the Lift Stay Motion are overruled.

The Court has also entered six separate orders authorizing the
Debtors to sell the Wachovia Bank collateral in the ordinary
course of business.  All of those Collateral will be excluded
from the operation and effect of the Court order authorizing the
Debtors to deliver release of re-sale restriction to homeowners
in the ordinary course of business.  The Collaterals are:

   (a) Seasons at Seven Hills, in Paulding County, Georgia;

   (b) Cascades at Sarasota, and Rio Mar Sarasota, in Manatee
       County, Florida;

   (c) Seasons at Laurel Canyon, in Cherokee County, Georgia;

   (d) Seasons at Lake Lanier, in Hall County, Georgia;

   (e) Cascades at World Golf Village, in St. Johns County,
       Florida; and

   (f) Seasons at Prince Creek West, in Horry County, South
       Carolina.

A full-text copy of the Court Opinion approving the DIP Financing
Motion is available for free at:

              http://researcharchives.com/t/s?2835

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.

The Debtors' exclusive plan filing period expires on March 8,
2008.  (Levitt and Sons Bankruptcy News, Issue No. 14; Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or        
215/945-7000)


LINDA LUNDSTROM: Goes Bankrupt, Commences Liquidation of Assets
---------------------------------------------------------------
The owner of Linda Lundstrom Inc. disclosed on the company's Web
site that, after 34 years of doing business, her company
experienced significant business reversals in 2007, compounded by
the high Canadian dollar and other factors in the retail
environment.

Linda Lundstrom revealed that the circumstances compelled her to
file a notice of intention to file a proposal under the Bankruptcy
and Insolvency Act of Canada on Jan. 31, 2008.  The company has
since commenced efforts to look for restructuring options.

According to Ms. Lundstrom, the Danbury Group is managing the
liquidation of the company's assets.  The disposal of merchandise
commenced last week at the Lundstrom head office, 255 Wicksteed
Avenue and at Yorkville and Bayview Village store locations in
Ontario, Canada.

Despite the bankruptcy, the designer expressed intention to return
to the market, and added that she has received some offers for
future investment, according to various reports.

Toronto, Ontario-headquartered Linda Lundstrom Inc. --
http://www.lindalundstrom.com/-- sells women's apparel.  It was  
founded by designer, Linda Lundstrom, in 1974, while at 22 years
old.  Lundstrom is famous for its Laparka winter coat.


MACKLOWE PROPERTIES: Gets Offers to Buy GM Building for $3+ Bil.
----------------------------------------------------------------
Macklowe Properties received offers to buy its General Motors
Building in Manhattan for more than $3 billion amid the sluggish
economy, Jennifer S. Forsyth and Peter Grant writes for The Wall
Street Journal, citing sources knowledgeable of the issue.

WSJ relates that the high offer, once accepted, beats the record
offer for a single building in U.S. history -- a neighboring
structure was bought last year for $1.8 billion.

WSJ could not obtain comments from William Macklowe, Harry
Macklowe's son and president of Macklowe Properties.

                 Offers for Macklowe's GM Building

As reported in the Troubled Company Reporter on Feb. 18, 2008, Mr.
Macklowe has received offers to buy his General Motors Building
from several parties, including developer Larry Silverstein.

On Jan. 16, 2008, the TCR related that Mr. Macklowe has engaged
CB Richard Ellis Group Inc.'s services to sell off GM building at
767 Fifth Avenue in midtown Manhattan for more than $3 billion.  
Mr. Macklowe acquired the 50-story GM building in 2003 from
Conseco Inc. for $1.4 billion.  The building, which originally
served as a showroom for General Motors cars, is part of the
collateral the a bridge loan from Fortress.

                    Lenders Waive Loan Default

A spokesperson for Macklowe Properties founder, Harry Macklowe,
stated Friday that Mr. Macklowe obtained a waiver extending the
maturity of his billions of dollars in debts owed to two major
lenders, Deutsche Bank AG and Fortress Investment Group LLC.

As previously reported by the TCR, Mr. Macklowe owes Deutsche Bank
about $5.8 billion, and Fortress about $1.2 billion, plus accrued
interest.  Both of the debts, secured by Mr. Macklowe's $7 billion
real property in Manhattan, originally matured Feb. 9, 2008.

There were no further details on the waiver.

                 Tentative Deal with Deutsche Bank

As reported in the TCR on Feb. 4, 2008, Mr. Macklowe commenced
negotiations with lenders early this month, and subsequently
reached a tentative agreement with Deutsche Bank.  Under the
agreement, Mr. Macklowe will turn over his control of seven real
estate properties in New York worth $7 billion to the bank.  Once
the agreement is finalized, Mr. Macklowe and son, William, will
continue managing Midtown Manhattan properties, while Deutsche
Bank will sell the towers that include Worldwide Plaza and Credit
Lyonnais Building.

Still the Deustche Bank tentative agreement continues to face
challenges as some of Mr. Macklowe's junior creditors, headed by
Vornado Realty Trust, refrain from giving consent to the
agreement.

                     About Macklowe Properties

Headquartered in New York City, Macklowe Properties --
http://www.macklowe.com/-- is a real estate investment firm that   
buys, develops, manages, and leases commercial office properties
and apartment buildings primarily in Manhattan.  The company was
founded in the mid-1960s by chairman and CEO Harry B. Macklowe,
whose son, William Macklowe, serves as the company's president.  
The company currently owns about 12 million square feet of office
space and 900 apartment units.


MAFM LLC: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------
Debtor: M.A.F.M., L.L.C.
        129 North Van Buren
        Batavia, IL 60510

Bankruptcy Case No.: 08-03605

Chapter 11 Petition Date: February 18, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: Michael J. Davis, Esq.
                     (mdavis@springerbrown.com)
                  Springer, Brown, Covey, Gaertner, & Davis,
L.L.C.
                  400 South County Farm Road, Suite 330
                  Wheaton, IL 60187
                  Tel: (630) 510-0000, 29 (extension)
                  Fax: (630) 510-0004
                  http://www.springerbrown.com

Total Assets: $4,867,000

Total Debts: $3,104,453

Debtor's Three Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Faik Adili                     Claim for alleged     Unknown
Attention: Timothy Dwyer       breach of contract
240 West River Drive
Saint Charles, IL 60174

Michael Funkey                 Attorneys fees for    Unknown
2111 Plum Street,              litigation
Suite 301
Aurora, IL 60506

Patrick Kinnally               Attorneys fees        Unknown
2114 Deerpath Road
Aurora, IL 60506


MAGNA ENT: Gets Nasdaq Deficiency Notice for Class A Stock
----------------------------------------------------------
Magna Entertainment Corp. received notice on Feb. 12, 2008 from
The Nasdaq Stock Market advising that, in accordance with Nasdaq
Marketplace Rule 4450(e)(2), MEC has 180 calendar days, or until
Aug. 11, 2008, to regain compliance with the minimum bid price for
MEC's publicly held class A subordinate voting stock required for
continued listing on the Nasdaq Global Market, as set forth in
Nasdaq Marketplace Rule 4450(a)(5).  MEC received this notice
because the bid price of its publicly held class A subordinate
voting stock closed below the $1.00 per share minimum for 30
consecutive business days prior to Feb. 12, 2008.

The notice also states that if, at any time before Aug. 11, 2008,
the bid price of MEC's class A subordinate voting stock on the
Nasdaq Global Market closes at $1.00 per share or more for a
minimum of 10 consecutive trading days, the Nasdaq staff will
provide MEC with written notification that it has achieved
compliance with its listing requirements.  However, the notice
states that if MEC cannot demonstrate compliance with such rule by
Aug. 11, 2008, or such later date as may be permitted by Nasdaq,
the Nasdaq staff will provide MEC with written notification that
its class A subordinate voting stock will be delisted.

During this 180 calendar day period, MEC's class A subordinate
voting stock will continue to trade on the Nasdaq Global Market.    
This notification has no effect on the listing of MEC's class A
subordinate voting stock on the Toronto stock exchange.

On Feb. 12, 2008, MEC's class A subordinate voting stock closed at
$0.76 on the Nasdaq Global Market.

                        Going Concern Doubt

Chartered accountants, Ernst & Young LLP, expressed substantial
doubt about Magna Entertainment's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficiency.

                      About Magna Entertainment

Headquartered in Aurora, Ontario, Magna Entertainment Corp.
(TSE:MEC.A) -- http://www.magnaent.com/-- owns and operates horse  
racetracks in California, Florida, Maryland, Texas, Oklahoma,
Ohio, Michigan, Oregon and Ebreichsdorf, Austria.  It operates a
Pennsylvania racetrack previously owned by the company.  In
addition, it operates off-track betting facilities, a United
States national account wagering business known as XpressBet,
which permits customers to place wagers by telephone and over the
internet on horse races at over 100 North American racetracks and
internationally on races in Australia, South Africa and Dubai, and
a European account wagering service known as MagnaBet.  Pursuant
to a joint venture with Churchill Downs Incorporated, it also owns
a 50% interest in HorseRacing TV, a television network focused on
horse racing.  To support certain of its thoroughbred racetracks,
it owns and operates thoroughbred training centers situated near
San Diego, California, in Palm Beach County, Florida and in the
Baltimore, Maryland area.


MEDCOMSOFT INC: Dec. 31 Balance Sheet Upside Down by $90T
---------------------------------------------------------
MedcomSoft Inc. reported $1.4 million net loss for the second
quarter ended Dec. 31, 2007 compared to the quarter ended Dec. 31,
2006 net loss at $1.3 million.

As of Dec. 31, 2007, the company's balance sheet showed total
assets of $980,000, total liabilities of $1.07 million resulting
to a shareholder's deficit of $90,000.

Consolidated revenues for the second quarter of fiscal 2008
decreased by 29% to $264,089 from $373,580 in the second quarter
of the prior year.

On a year to date basis, revenues for the six months of fiscal
2008 decreased by $20,404 or to $607,402 from $627,806 in the
comparable period of fiscal 2007.

The second quarter decrease is attributable to lower software
license fees by 97%, offset by higher maintenance revenues by 51%
from a larger customer install base and higher training and
support services revenues by 15%.
    
Overall operating expenses for the second quarter of fiscal 2008
increased by by 2% to $1.7 million apporximately similar with the
second quarter of fiscal 2007 results.  

On a year to date basis, total operating expenses for the six
months of fiscal 2008 increased by 9% to $3.4 million from
$3.1 million in the comparable period of fiscal 2007.

Cash operating expenses, excluding non-cash expenses of
amortization and stock compensation, were $1.5 million in the
second quarter of fiscal 2008 similar to the expenses of second
quarter of the prior year.

On a year to date basis, total cash operating expenses for the six
months of fiscal 2008 increased by 10% to $3.1 million from
$2.8 million in the comparable period of fiscal 2007.
    
On a year to date basis, the company incurred a net loss in fiscal
2008 of $2.8 million compared to a net loss of $2.4 million for
the comparative period in fiscal 2007.
    
During its second fiscal quarter, the company reviewed its sales,
marketing and corporate strategies in order to take advantage of
its significant market differentiators, and disclosed the
formation of a healthcare advisory board, drawing members from
both the public and private sector to provide guidance on a number
of corporate programs, including product enhancements and
strategic marketing.
    
The recent appointments to the advisory board include individuals
in the healthcare industry: Robert I. Kramer, MD, and James
Haveman.

The company had cash of $0.4 million as at Dec. 31, 2007 compared
to $1.9 million at June 30, 2007 for a net outflow of cash of
$1.4 million during fiscal 2008.
    
Cash used in operating activities comprised the majority of the
use of cash during the second quarter of fiscal 2008, of $1.3
million.  There were limited investing and financing activities in
the second quarter of fiscal 2008, which were consistent with the
investing and financing activities of the comparative period in
the prior year.

                         About MedcomSoft

Headquartered in Toronto, Ontario, MedcomSoft Inc. (TSE:MSF) --  
http://www.medcomsoft.com/-- develops and distributes software  
solutions to the healthcare industry in Canada and United States.    
The company develops, markets, licenses and supports healthcare
software solutions to the office-based or ambulatory care market
designed with improving the quality of patient care.  MedcomSoft's
products include MedcomSoft record UE and MedcomSoft clinical data
repository.  Its subsidiaries include MedcomSoft Corporation,
MedcomSoft Australia Pty Ltd. and BNK Informatics Canada Inc.


MGM MIRAGE: Infinity Joint Offer Gets 109.4 Mil. of Share Tenders
-----------------------------------------------------------------
MGM Mirage and Infinity World (Cayman) L.P., an indirect
subsidiary of Dubai World, disclosed updated preliminary results
of their joint tender offer, which expired at 12:00 midnight, New
York City time, on Feb. 14, 2008.

Mellon Investor Services LLC, the depositary for the joint tender
offer, advised MGM Mirage and Infinity World that it had failed to
include in its final report of the preliminary results of the
joint tender offer an additional 7,467,169 shares tendered
through Notices of Guaranteed Delivery.

Based on the updated preliminary count, subject to final
verification and conditional tenders, approximately 109,373,891
shares of MGM Mirage's common stock were tendered, including
approximately 26,693,134 shares which were tendered through
Notices of Guaranteed Delivery, resulting in an updated estimated
proration factor of approximately 13.7% instead of 14.7%.  

Any shares tendered upon the condition of a minimum number of
shares being purchased in the joint tender offer will be deemed
withdrawn in the event that such condition is not satisfied as a
result of proration.

The number of shares tendered and not withdrawn and the proration
factor are preliminary and are subject to verification.  The
actual number of shares validly tendered and not withdrawn and the
final proration factor will be announced promptly following
completion of the verification process.

Promptly after such statement, the depositary will issue payment
for the shares validly tendered and accepted under the joint
tender offer and will return all other shares tendered.

             About Infinity World and Dubai World
    
Infinity World Investments LLC is a wholly-owned subsidiary of
Dubai World -- http://www.dubaiworld.ae/-- which is a major    
investment holding company with a portfolio of businesses that
includes DP World, Jafza, Nakheel, Dubai Drydocks, Maritime City,
Istithmar, Kerzner, One & Only, Atlantis, Barney's, Island Global
Yachting, Limitless, Inchcape Shipping Services, Tejari,
Technopark and Tamweel.  The Dubai World Group has more than
50,000 employees in over 100 cities around the globe.  The group
also has real estate investments in the US, the UK and South
Africa.  In the last five years, Dubai World has developed 80,000
luxury residential villas and apartments and approximately three
million square feet of retail space.

                      About MGM Mirage

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

                        *     *     *

Standard and Poor's Ratings Services placed MGM Mirage's long-term
foreign and local issuer credit rating at 'BB' in October 2007.  
The ratings still hold to date with a positive outlook.


MOHAWK VALLEY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Mohawk Valley Nursing Home, Inc.
        99 Sixth Avenue
        Ilion, NY 13357

Bankruptcy Case No.: 08-60303

Type of Business: The Debtor provide medical services.

Chapter 11 Petition Date: February 15, 2008

Court: Northern District of New York (Utica)

Judge: Stephen D. Gerling

Debtors' Counsel: Joseph Zagraniczny, Esq. (jzagraniczny@bsk.com)
                  Charles J. Sullivan, Esq. (csullivan@bsk.com)  
                  Bond, Schoeneck & King, PLLC
                  One Lincoln Center
                  Syracuse, NY 13202
                  Tel: (315) 218-8220
                  Fax: (315) 218-8100
                  http://www.bsk.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
   ------                      ---------------       ------------
   Health Facility Assessment  trade debt            $489,519
   Fund
   P.O. Box 4757
   Syracuse, NY 13221-4757

   St. Luke's Hospital         trade debt            $204,347
   1656 Champlain Avenue
   Utica, NY 13503

   NCS Healthcare of                                 $421,490
   New Hartford
   8374 Seneca Turnpike
   New Hartford, NY 13413

   Blue Cross/Blue Shield      insurance premiums    $170,473

   Mohawk Hospital Equipment   trade debt            $83,338

   Centrex Clinical Labs       trade debt            $61,881

   Imperial A.I. Credit        trade debt            $54,580
   Companies

   Cool Insuring Agency, Inc.  trade debt            $44,045

   SYSCO Food Service          trade debt            $24,566

   Dale Johnson                trade debt            $24,090

   Main-Care Energy            trade debt            $23,693

   Health Care Monitoring      trade debt            $16,909
   Systems, Inc.

   Comdoc Copy Management      trade debt            $16,680

   Little Falls YMCA           trade debt            $15,600

   Northeast Medical           trade debt            $14,203

   NYAHSA                      trade debt            $10,485

   K & A Services              trade debt            $10,129

   Oneida County Boiler        trade debt            $9,846

   Ilion Board of Light Comm.  trade debt            $8,797

   Smith Packing Co., Inc.     trade debt            $8,430


MOVIE GALLERY: Files Second Amended Plan of Reorganization
----------------------------------------------------------
Movie Gallery, Inc., and its debtor-affiliates delivered to the
U.S. Bankruptcy Court for the Eastern District of Virginia a
Second Amended Joint Plan of Reorganization, and accompanying
Disclosure Statement on Feb. 15, 2008, to incorporate, among
others, provisions relating to the Cash-out Election and release
of Sopris Capital Advisors LLC.

The Second Amended Plan incorporates modifications with respect
to the treatment of certain claims, including:

   * Class 2 Other Secured Claims will be paid in full in cash;

   * Class 3 First Lien Claims will be allowed for $598,501,500
     as of February 1, 2008 plus:

        (i) reimbursement obligations of up to $23,500,000 with
            respect to synthetic letters of credit;

       (ii) interest and fees payable from February 1, 2008,
            through and including the effective date of the Plan;

      (iii) fees and expenses payable to the First Lien Agents;
            and

       (iv) contingent and unliquidated claims arising under the
            First Lien Credit Facility, including for
            indemnification.

   * Class 4 Second Lien Claims will be allowed for $191,486,419,  
     as of February 1, 2008, plus interest payable, and fees and
     expenses payable to the Administrative and Second Lien
     Collateral Agents.  The Sopris Second Lien Claims will be
     deemed allowed in the amount of $72,235,000 as of the
     Petition Date plus accrued and PIK Interest.

The Class 3 and 4 Claims will not be subject to any avoidance,
reductions, set-off, offset, characterization, subordination,
counterclaims, cross-claims, defenses, disallowance, impairment
or any other challenges under applicable law or regulation by any
Entity.

                         Class 7 Claims

The modified provision for Class 7A General Unsecured Claims
against Movie Gallery, Inc., provides that so long as the value
of the New Common Stock that would be issued on account of the
Holder's Allowed Class 7A Claims does not exceed 9% of the amount
of the Holder's Allowed Class 7A Claim, at its option, either:

   (1) its Pro Rata share of 0.596% of the Unsecured Claim Equity
       Allocation, its Pro Rata share of 0.6% of the Warrants and
       its Pro Rata share of 0.6% of the Litigation Trust
       Distributions; or

   (2) in exchange for assigning to Sopris the Holder's Allowed
       Class 7A Claim and making the Cash-Out Election, $5 of
       Cash per share of New Common Stock that would have been
       issued on account of the Cash-Out Elector's Allowed Claims
       participating in the Cash-Out Election, had the Holder not
       made the Cash-Out Election, or less per share due to
       dilution in accordance with the Plan if the Cash-Out
       Electors' Aggregate Equity Allocation exceeds 2,000,000
       shares of New Common Stock.

If the value of the New Common Stock that would be issued on
account of the Holder's Allowed Class 7A Claims exceeds 9% of the
amount of the Holder's Allowed Class 7A Claims, at its option,
either:

   (1) shares of New Common Stock with an Implied Plan Value of
       9% of the amount of its Allowed Class 7A Claim and its Pro
       Rata share of 0.6% of the Warrants and its Pro Rata share
       of 0.6%the portion of the Litigation Trust Distributions,
       subject to reduction in accordance with the Plan; or

   (2) in exchange for assigning to Sopris the Holder's Allowed
       Class 7A Claim and making the Cash-Out Election, the
       lesser of (i) $5 of Cash per share of New Common Stock
       that would have been issued on account of the Cash-Out
       Elector's Allowed Claims participating in the Cash-Out
       Election had the Holder not made the Cash-Out Election or
       (ii) Cash equal to 4.5% of the amount of the Holder's
       Allowed Class 7A Claims, provided that the amount may be
       less due to dilution in accordance with the Plan if the
       Cash-Out Elector's Aggregate Equity Allocation exceeds
       2,000,000 shares of New Common Stock.

Holders of Allowed Claims in Classes 7A, 7B and 7E are entitled
to (i) vote on the Plan and (ii) assign their Allowed Claims to
Sopris in exchange for an amount in cash to be paid by Sopris
equal to the cash-out value.

Sopris holds approximately $174 in principal amount of 11% Senior
Notes, which is approximately 54% of the aggregate amount of 11%
Senior Notes outstanding.

                  Operation of Cash-Out Election

In exchange for assigning to Sopris and making the Cash-Out
Election, holders of allowed Class 7A, Class 7B General Unsecured
Claims against Movie Gallery US, LLC, Class 7E General Unsecured
Claims and 9.625% Senior Subordinated Note Claims against
Hollywood Entertainment Corporation will receive the lesser of $5
of cash per share of new common stock.

In the event that the cash-out electors' aggregate equity
allocation exceeds 2,000,000 shares of new common stock, each
elector will receive an amount of cash equal to the product of
the number of shares of new common stock that would have
been issued on account of the allowed claim, multiplied by the
cash-out maximum value.

In no circumstance will the amount of cash made available to
cash-out electors exceed $10,000,000.

The amount of cash available to cash-out electors on account of
allowed claims in Class 7A is no more than 4.5% of the claims,  
and may be less if the electors aggregate equity allocation
exceeds 2,000,000 shares.

The Debtors also noted that the commitment by Sopris to fund the
Cash-Out Election up to the cash-out maximum value, allows the
Debtors to obtain financing to make payments or distributions.

                        Rights Offering

The Plan contemplates that the Debtors will raise $50,000,000
through the Rights Offering, which offering the Debtors will
consummate on the Plan Effective Date.  Each Rights Offering
participant will have the opportunity to purchase the number of
Rights Offering shares equal to its pro rata ownership of the 11%
Senior Notes.

The Rights Offering will dilute the new common stock issued on
account of allowed Class 6 and Class 7 Claims under the Plan, and
will be fully backstopped by Sopris in accordance with the
Backstop Rights Purchase Agreement.  In return for its backstop
commitment, Sopris will receive the Rights Offering Commitment
Fee Equity Allocation.

In addition, under the Second Amended Plan, Sopris will convert
the Debtors outstanding $325,000,000 11% Senior Notes into
equity, including approximately $174,000,000 held by Sopris.

             Sources of Cash for Plan Distributions

All consideration necessary for the Reorganized Debtors to make
payments or distributions pursuant to the Plan will be obtained
from the Exit Facility, the Rights Offering, the commitment by
Sopris to fund the Cash-Out Election up to the Cash-Out Maximum
Value, the Litigation Trust Recovery Proceeds or other Cash from
the Debtors, including Cash from operations.

                      "The Sopris Release"

Each holder of a claim who receives a distribution under the plan
will fully discharge and release Sopris and its affiliates
from any and all causes of action arising from or related in any
way to the debtors, the Chapter 11 cases, the Plan, the Rights
Offering or the Cash-out Election.

The "Sopris Release," however, will not operate to waive or
release any causes of action arising from obligations preserved
under the Plan, the Lock Up Agreement and the Plan Support
Agreement, the amended and restated First Lien Credit Agreement
and Second Lien Credit Agreement.

The "Sopris Release" will not apply in any action brought by the
U.S. Securities and Exchange Commission in exercise of its police
and regulatory powers.  The SEC is deemed to have opted out of
the release provided.

A full-text copy of Movie Gallery's Second Amended Plan is
available for free at:

              http://researcharchives.com/t/s?283c

A full-text copy of Movie Gallery's Disclosure Statement to the
Second Amended Plan is available for free at:

              http://researcharchives.com/t/s?283d

                       About Movie Gallery

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

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

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

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 20;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


MOVIE GALLERY: Wants $4.7 Million Employee Incentive Plan Approved
------------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Eastern District of Virginia to approve
their Key Employee Incentive Plan, operating under two components,
the Management Incentive Plan and the Supplemental Incentive Plan.

The Management Incentive Plan which provides a potential bonus
computed -- in a similar manner to the Debtors' historical bonus
plan -- based on a percentage of each participant's salary, to be
awarded if the Debtors achieve certain levels of earnings before
interest, taxes, depreciation and amortization.  The bonus is
computed and awarded on a quarterly or semi-annual basis
depending upon the participant's position.

On the other hand, the Supplemental Incentive Plan provides a
bonus computed as a percentage of earnings to be awarded to after
June 30, 2008, to participants who have satisfied the tailored
objectives established accordingly.

                 The Management Incentive Plan

The Management Incentive Plan is designed to incentivize eligible
employees to help the Debtors maximize EBITDA on specific targets
incorporated in the Debtors' 2008 forecast.

For participants at the senior vice president level and above,
the Management Incentive Plan is a semi-annual plan with a bonus
period that commences on January 7 and ends on July 6, based on
the Debtors' fiscal calendar.

For participants at the vice president level and below, the
Management Incentive Plan is a quarterly plan with the first
bonus period commencing on January 7 and ending on April 6; and
the second bonus period commencing on April 7 and ending on
July 6.

Bonus payments are calculated by multiplying (i) the
participant's actual earnings for the bonus period, by (ii) the
applicable bonus percentage based on each participant's title,
which ranges from 60% for executive vice presidents and above to
8.5% for supervisors, by (iii) the adjustment based on the level
of EBITDA achieved, which ranges from 150% for 112.5% of target
EBITDA, to 0% for senior vice president level participants and
above, and 50% for vice president level participants and below
for 87.5% of target EBITDA.

A straight-line amortization in between the percentages for
EBITDA achievements is between the ranges.  If the Debtors do not
achieve at least 87.5% of Target EBITDA, no bonus will be paid.

All salaried full-time, non-temporary employees in corporate cost
centers are eligible for the Management Incentive Plan.

The semi-annual cost for the Management Incentive Plan is
approximately $3,200,000 if the Debtors meet the Target EBITDA
amounts, which is estimated to include approximately 400
employees.

                The Supplemental Incentive Plan

The Supplemental Incentive Plan is designed to incentivize
eligible employees to meet tailored performance goals and ensure
that the Debtors meet their overall restructuring goals.

The Supplemental Incentive Plan includes key salaried and hourly,
full-time employees at the vice president level and below who are
in positions that are important to the Debtors' ongoing business,
including support center and distribution center personnel and
District Managers and above in field operations.

Given the roles of these individuals, the Debtors believe the
Supplemental Incentive Plan does not include any insiders, as
defined by Section 503(c) of the Bankruptcy Code.  Eligible
employees will be offered a Supplemental Incentive Plan bonus of
up to 20% of the employee's actual earnings during the bonus
period.

The bonus period for the Supplemental Incentive Plan is from
January 7 to June 30, 2008.

Eligible employees will be offered a Supplemental Incentive Plan
bonus of up to 20% of the employee's actual earnings during the
bonus period, and the maximum bonus to any individual employee
will not exceed $20,000.

Once employees have been identified to receive a Supplemental
Incentive Plan award, appropriate performance objectives relating
to the reorganization or other critical business initiatives will
be formulated.  Incentive payouts will depend on each
participant's successful achievement of the stated objectives.

The Supplemental Incentive Plan will be considered for employees
who meet one or more of the these criteria:

   (a) fulfill unique and/or critical job duties, including
       specialized technical skills;

   (b) provide leadership skills within one or multiple
       departments;

   (c) the voluntary separation of the employees would put the
       organization and its significant initiatives at risk;

   (d) replacing the employees would require the use of external
       agencies with associated fees; and

   (e) are at significant risk of being hired away from the
       Debtors.

The Supplemental Incentive Plan payments are capped at $1,500,000
which is estimated to include approximately 400 employees.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in New York,
maintains that the KEIP creates a fair, objective and
incentive-based compensation structure for their employees that
aligns employee interests with those of the Debtors' stakeholders
to encourage maximum effort and  performance during the
restructuring process.

                       About Movie Gallery

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

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

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

The Debtors' spokeswoman Meaghan Repko said that the company does
not expect to exit bankruptcy protection before the second quarter
of 2008.  The Debtors have until June 13, 2008 to file their plan
of reorganization.  (Movie Gallery Bankruptcy News Issue No. 20;
Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/   
or 215/945-7000)


NETWOLVES CORP: Dec. 31 Balance Sheet Upside-Down by $1M
--------------------------------------------------------
NetWolves Corporation's consolidated balance sheet at Dec. 31,
2007, showed $7,158,345 in total assets and $8,431,335 in total
liabilities, resulting in a $1,272,990 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2,633,067 in total current assets
available to pay $8,431,335 in total current liabilities.

The company reported a net loss of $353,097 on revenue of
$4,162,586 for the second quarter ended Dec. 31, 2007, compared
with a net loss of $1,073,975 on revenue of $4,341,613 in the same
period ended Dec. 31, 2006.

The company incurred reorganization costs of $298,102 for the
three months ended Dec. 31, 2007, as a result of the company's
May 21, 2007 Chapter 11 bankruptcy filing.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2831

                        About NetWolves

Based in Tampa, Florida, NetWolves Corporation (Pink Sheets: WOLV)
-- http://www.netwolves.com/-- is a telecommunications and  
Internet managed services provider offering single-source network
solutions that provides multi-carrier and multi-vendor  
implementation to over 1,000 customers worldwide.  Some of
NetWolves' customers include Suburban Propane, McLane company,
Barnes and Noble, Bloomnet, Liberty Travel, Spacenet and Marchon
Eyeware.

The company and three of its affiliates filed for Chapter 11
protection on May 21, 2007 (Bankr. M.D. Fla. Case Nos. 07-04186
through 07-04196).  David S. Jennis, Esq., at Jennis Bowen &
Brundage, P.L., represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it listed total assets of $8,847,572 and total
liabilities of $7,637,029.


NEXTPHASE WIRELESS: Dec. 31 Balance Sheet Upside-Down by $3.2 Mil.
------------------------------------------------------------------
NextPhase Wireless Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $2,295,929 in total assets and $5,510,407 in total
liabilities, resulting in a $3,214,478 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet showed
strained liquidity with $703,135 in total current assets available
to pay $5,484,325 in total current liabilities.

The company reported a net loss of $9,843,199 on total revenue of
$452,652 for the third quarter ended Dec. 31, 2007, compared with
a net loss of $357,471 on total revenue of $531,095 in the
corresponding period ended Dec. 31, 2006.

Stock-based compensation expense was $9,259,201 in the three
months ended Dec. 31, 2007, as compared with $129,600 in the same
period in the previous year.  

Full-text copies of the company's consolidated financial
statements for the third quarter ended Dec. 31, 2007, are
available for free at http://researcharchives.com/t/s?2821

                      Going Concern Doubt

KMJ Corbin & Company LLP in Irvine, California, expressed
substantial doubt about NextPhase Wireless' ability to continue
as a going concern after auditing the the company's consolidated
financial statements for the year ended March 31, 2007.  The
auditing firm pointed to the company's working capital deficiency
and losses from operations.

                    About NextPhase Wireless

Headquartered in Anaheim, California, NextPhase Wireless Inc.
(OTC BB: NXPW) -- http://www.npwireless.com/-- currently provides   
wireless broadband coverage in California and Nevada and Internet
Service Provider coverage in 19 states throughout the Unites
States.


NICHOLS BROTHERS: Completes Sale of Assets to Ice Floe
------------------------------------------------------
Nichols Brothers Boat Builders Inc. officially completed the sale
of its assets to Ice Floe LLC, Seattle Post-Intelligencer reports.

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Ice Floe was deemed as successful bidder at a 14-round bidding
for substantially all of the Debtor's assets, beating Crowley
Maritime Corporation.  Ice Floe will pay $9,154,104 for the
assets.  The sale deal will result in the re-hiring of 100 workers
to work part-time.

According to Seattle P-I, Ice Floe now owns Nichols Brothers and
names financial adviser Len Work to serve as chief executive.

Ice Floe appoints former chief executive officer Matt Nichols as
managing director of the Debtor.

                      About Nichols Brothers

Freeland, Washington-based Nichols Brothers Boat Builders Inc. --
http://www.nicholsboats.com/-- provide expertise in the
construction of steel and aluminum vessels.  The Debtor filed for
chapter 11 bankruptcy on Nov. 16, 2007 (W.D. Wa. Case No.
07-15522).  David C. Neu, Esq., and Marc L. Barreca, Esq., at
Kirkpatrick & Lockhart Preston Gates Ellis LLP represent the
Debtor in its restructuring efforts. Danial D. Pharris, Esq., at
Lasher Holzapfel Sperry & Ebberson PLLC represents the Official
Committee of Unsecured Creditors.  The Debtor's schedules
disclose total assets of $3,413,495 and total liabilities of
$43,949,987.


NORTH AMERICAN: Earns $CDN25.4 Million for Quarter Ended Dec. 31
----------------------------------------------------------------
North American Energy Partners Inc. record results for the three
and nine months ended Dec. 31, 2007.

Net income increased to CDN$25.4 million in the 2007 third
quarter, from CDN$6.6 million of the same period last year.  As
previously discussed, improvements in operating income were
enhanced by unrealized gains on foreign exchange and derivative
financial instruments of CDN$5.7 million, net of tax, compared to
CDN$2.1 million, net of tax, in the prior year.

Third quarter consolidated revenue increased to CDN$274.9 million,
a 76% improvement over the same period last year where revenues
were CDN$155.8 million.

Third quarter gross profit increased to CDN$50.6 million, up 95%
over the same period last year of CDN$26.0 million, reflecting
increased sales and higher profit margins.

Nine months ended Dec. 31, 2007 consolidated revenue increased to
CDN$666.1 million, a 57% gain over the same period last year of
CDN $424.0 million.   While revenue gains were realized in all
operating segments, the most significant increases were achieved
in the pipeline and heavy construction and mining segments.

Nine months gross profit increased to CDN$100.7 million from
CDN$78.8 million a year ago.  However, as a percentage of revenue,
gross profit declined to 15.1% from 18.6%.  The change in gross
profit margin primarily reflects the negative impact of Pipeline
losses during the first half and higher equipment costs related to
fleet expansion. Equipment maintenance costs also increased due to
the continuing supply/demand imbalance for larger-sized truck
tires, which has driven up prices.  Management believes this
situation will continue through calendar year 2010 and is
responding with a combined strategy of increased use of mid-sized
haul trucks and the development of long-term contracts with tire
suppliers.  Gross profit margin in the prior year period was also
positively impacted by the settlement of a CDN$6.1 million claim.

The company posted net income of CDN$17.1 million in the nine
months ended Dec. 31, 2007, compared to net income of
CDN$19.8 million during the same period last year.  As previously
discussed, unrealized gains and losses on foreign exchange and
derivative financial instruments resulted in a net non-cash,
after-tax negative impact of
CDN$4.6 million in the current year versus a positive impact of
CDN$4.7 million in the prior year.

The adoption of the new Canadian accounting standards with respect
to financial instruments in the current year resulted in a
CDN$10.3 million after-tax charge that is included in the
CDN$4.6 million.

As of Dec. 31, 2007, the company's balance sheet reflected total
assets of CDN$741.1 million, total debts of CDN$478.9 million and
a total shareholder's equity of CDN$262.2 million.

"Our third quarter results were our best on record as we responded
successfully to growing oil sands, commercial construction and
pipeline opportunities," Rod Ruston, president and chief executive
officer, said.  "Year-over-year, our third quarter revenue climbed
76%, gross profit grew 95%, operating income increased 141% and
Consolidated EBITDA was up 71%."

"These improvements reflect not only strong demand but also solid
execution across all three of our business segments," Mr. Ruston
added.  "We ended the quarter with net income of CDN$25.4 million,
up from CDN$6.6 million during the same period last year."

"Overall, the first nine months have seen us work successfully
through the challenges encountered by our Pipeline division
earlier in the year," Mr. Ruston stated.  "With work progressing
well on the TMX project with Kinder Morgan Canada, our Pipeline
segment is now achieving record revenue and profits."

"Our Heavy Construction and Mining segment also recorded
impressive financial gains during the quarter as we expanded our
equipment fleet to respond to demand and we continued to see
strong performance from our Piling segment," Mr. Ruston conveyed.
"With all three of our business segments now performing to
expectations, we are gaining a much clearer look at the true
potential of North American Energy Partners."

"Importantly, this is not an isolated one quarter performance,"
Mr. Ruston continued.  "Three months ago we released solid second
quarter results."

"We have now followed that with an excellent third quarter, Mr.
Ruston went on to say.  "We anticipate a high level of activity
through the fourth quarter, traditionally our strongest operating
period, to provide a positive contribution through the balance of
the fiscal year."

"We focus on Consolidated EBITDA as a key indicator of our
operating performance and as you can see, our performance in this
area has been excellent," Mr. Ruston further stated.  "Similarly,
we have achieved strong performance in our net income and earnings
per share in the quarter."

"However, unlike Consolidated EBITDA, we believe that net income
and earnings per share, as reported, are not always indicative of
our operating performance due to the impact of certain non-cash
items, namely the unrealized gains and losses on our senior notes
and derivative financial instruments, Mr. Ruston explained.  "The
impacts of these items on current and prior period results are
quantified in the discussion of our results below."

"We are very pleased with our third quarter and nine month
results," Mr. Ruston relayed.  "We have attracted an excellent mix
of high-quality projects, our project execution continues to
improve and cost control for these projects has been very solid."

"We anticipate continued progress on all of these fronts as we
move into our busy fourth quarter season," Mr. Ruston projected.
"Our business opportunities also continue to expand as oil sands
activity ramps up and long-term customers like Suncor step up
their commitment to the region and relatively new players, such as
Petro-Canada, commence serious expenditure to get their projects
started."

"Combined with the excellent prospects in our Pipeline business
and strong and steady performance from our Piling business, our
expectations for the balance of the fiscal year are for continued
revenue growth and improving profitability," Mr. Ruston concluded.

                   About North American Energy

Headquartered in Acheson, Alberta, Canada, North American Energy
Partners Inc. (TSX: NOA) (NYSE: NOA) -- http://www.nacg.ca/--    
is one of the largest providers of mining and site preparation,
piling and pipeline installation services in western Canada.  For
more than 50 years, the company has provided services to large
oil, natural gas and resource companies, with a principal focus on
the Canadian oil sands.  The company maintains one of the largest
independently owned equipment fleets in the region.
        
                          *     *     *

As reported in the Troubled company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Edmonton, Alberta-based North American Energy
Partners Inc. to 'B+' from 'B', and its senior unsecured debt
rating to 'B-' from 'CCC+', following a review of the company's
current and prospective business risk and financial risk profiles.  
The outlook is stable.
        

NORTHWEST BITUMINOUS: Case Summary & 19 Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Northwest Bituminous, Inc.
        12400 Beard Avenue South
        Burnsville, MN 55337-1704

Bankruptcy Case No.: 08-30615

Type of Business: The Debtor offers quality asphalt and
                  construction services.  See
                  http://northwestbituminous.com/

Chapter 11 Petition Date: February 14, 2008

Court: District of Minnesota (St. Paul)

Judge: Robert J. Kressel

Debtor's Counsel: Joseph Anthony Wentzell, Esq.
                  2812 Anthony Lane South
                  St. Anthony, MN 55418
                  Tel: (612) 436-3292
                  Fax: (612) 788-9879

Total Assets: $1,767,493

Total Debts:  $3,428,859

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Commercial Asphalt             $680,000
P.O. Box 1480
Maple Grove, MN 55311

Central Pension Fund           $301,661
3001 Metro Drive, Suite 500
Bloomington, MN 55425

Barton Sand & Gravel           $104,693
Northwest 7089 P.O. Box 1450
Minneapolis, MN 55485

Aggregate Industries           $83,842

Mueller & Sons                 $60,425

Minnesota Laborers Fringe      $58,450
Benefits

City of St. Paul               $51,207

L.G.M. Enterprises             $44,296

Kraemer Mining & Materials     $39,168

Ziegler, Inc.                  $34,113

Dressen Oil Co.                $33,005

Holiday Gas                    $32,414

David Rath Trucking            $27,661

Bituminous Roadways, Inc.      $27,169

Clayton Larson                 $22,791

Dispatch Trucking              $22,331

Schifsky's & Sons, Inc         $17,798

Max Steininger                 $17,360

Knife River                    $16,371


OMEGA HEALTHCARE: Reports $17.3 Mil. Earnings for 2007 Fourth Qtr.
------------------------------------------------------------------
Omega Healthcare Investors Inc. reported net income of
$17.3 million for the three month ended Dec. 31, 2007, compared
with $13.4 million net income for the same period of the prior
year.

Net income available to common stockholders is $14.8 million for
the 2007 fourth quarter, from $10.9 million of three months ended
Dec. 31, 2006.

The company's total operating revenues for the 2007 fourth quarter
are $39.6 million, in comparison to the total revenues generated
for 2006 fourth quarter at $159.5 million.

The company also reported funds from operations available to
common stockholders for the three and twelve months ended Dec. 31,
2007 of $23.7 million and $93.5 million, respectively.

For the twelve-month period ended Dec. 31, 2007, the company
reported net income of $69.4 million, net income available to
common stockholders of $59.5 million share and operating revenues
of $159.6 million.  This compares to net income of $55.7 million,
net income available to common stockholders of $45.8 million and
operating revenues of $135.5 million for the same period in 2006.

The increases in net income, operating revenues and net income
available to common stockholders during the twelve-month period
ended Dec. 31, 2007 were due primarily to new investments
completed in late 2006 and early 2007, as well as, the impact of
an allowance adjustment of $5.0 million with respect to straight-
line rent recognition recorded in the first quarter of 2007.

Operating expenses for the three months ended Dec. 31, 2007
totaled $12.1 million, comprised of $9.3 million of depreciation
and amortization expense, $2.5 million of general and
administrative expenses, a non-cash provision for impairment
adjustment of $0.2 million and $0.5 million of restricted stock
expense.

Other income and expense for the three months ended Dec. 31, 2007
was a net expense of $10.5 million and was primarily comprised of
$10.1 million of interest expense and $0.5 million of deferred
financing amortization costs.

Operating expenses for the twelve months ended Dec. 31, 2007
totaled $48.5 million, comprised of $36.0 million of depreciation
and amortization expense, $9.7 million of general and
administrative expenses, a non-cash provision for impairment of
$1.4 million and $1.4 million of restricted stock compensation
expense.

Other income and expense for the twelve months ended Dec. 31, 2007
was a net expense of $43.8 million and was primarily comprised of
$42.1 million of interest expense and $2.0 million of deferred
financing amortization costs.

On April 3, 2007, the company closed an underwritten public
offering of 7,130,000 shares of Omega common stock at $16.75 per
share, less underwriting discounts.  The sale included 930,000
shares sold in connection with the exercise of an over-allotment
option granted to the underwriters.  The company received
approximately $113 million in net proceeds from the sale of the
shares, after deducting underwriting discounts and before
estimated offering expenses.

Pursuant to Section 2.01 of the company's credit agreement the
company was permitted under certain circumstances to increase its
available borrowing base under the credit agreement from
$200 million up to an aggregate of $300 million.  Effective
Feb. 22, 2007, the company exercised its right to increase its
available borrowing base under the credit agreement from
$200 million to $255 million and the company consented to add 18
of its properties to the borrowing base assets under the credit
agreement.

On Jan. 17, 2008, the company's board of directors disclosed a
common stock dividend of $0.29 per share, to be paid Feb. 15, 2008
to common stockholders of record on Jan. 31, 2008.

As of Dec. 31, 2007, the company's consolidated balance sheet
showed a total assets of $1.2 billion, total liabilities of
$0.6 billion, resulting to a total stockholder's equity of
$0.6 billion.

                     About Omega HealthCare

Based in Timonium, Maryland, Omega HealthCare Investors, Inc.
(NYSE:OHI) -- http://www.omegahealthcare.com/-- is a real
estate investment trust investing in and providing financing to
the long-term care industry.  At Sept. 30, 2007, the company owned
or held mortgages on 238 SNFs and assisted living facilities with
approximately 27,465 beds located in 27 states and operated by 29
third-party healthcare operating companies.

                        *     *     *

As reported in the Troubled company Reporter on Dec. 27, 2007,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit, 'BB' senior unsecured debt, and 'B+' preferred stock
ratings on Omega Healthcare Investors Inc.  These actions affect
$603.5 million in rated securities.  The outlook is stable.


OTTO E. BEYER: Ask Court's Approval to Use Cash Collateral
----------------------------------------------------------
Otto E. Beyer Enterprises Inc. and its Debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to use the cash collateral of its lenders.

The Debtors own 142 properties, each with its own mortgage, with a
total of 36 different lenders.  The Debtors relate that it would
be impractical to attempt to obtain the consent to the use of cash
collateral.

The Debtors relate that they need immediate use of cash collateral
to fund expenses in operating their businesses on a daily basis.

The Debtors tell the Court that use of the cash collateral will
provide them with an opportunity to reorganize under Chapter 11.

The Debtors say that each mortgage contains an assignment of rents
provision, through which the mortgage lenders may claim a lien on
the rental income of the Debtors.

As adequate protection for the lenders, the Debtors propose to
give each of the mortgage holders replacement liens, nunc pro
tunc, for cash collateral used after the bankruptcy filing.

Headquartered in Altoona, Florida, Otto E. Beyer Enterprises Inc.
-- http://ottoebeyer.com/-- purchases and rehabilitates   
distressed homes for resale.  The Debtor and its Debtor-affiliates
filed for separate Chapter 11 protection on Jan. 28, 2008, (Bankr.
M.D. Calif. Case No.: 08-00573.)  Frank M. Wolff, Esq. of Wolff
Hill McFarlin & Herron P.A. represents the Debtor in their
restructuring efforts.  Otto E. Beyer Enterprises Inc.'s disclosed
financial condition showed total assets and debts of $10 million
to $50 million.


PATRIOT'S POINTE: Can Use Lender's Cash Collateral Through Feb. 26
------------------------------------------------------------------
The Hon. William L. Stocks of the Middle District of North
Carolina gave Patriot's Pointe LLC, fka Catesland LLC, interim
approval to use cash collateral securing its obligations to Branch
Banking & Trust Company through Feb. 26, 2008.

The Debtor tells the Court that the cash collateral will be
applied to its operational needs and other expenses incurred as a
result of its bankruptcy filing.  The Debtor will pay $89,000 as
adequate protection payment of the interest owed on the debt.

Branch Banking is the Debtor's creditor pursuant to a $13,877,233
promissory note dated Sept. 10, 2003, and a swap agreement dated
Sept. 21, 2006.  The promissory note and swap agreement are
secured by the Debtor's property pursuant to a deed of trust filed
with the Orange County Register of Deeds on Sept. 11, 2003, in the
amount of $15,127,000.

Branch Banking's promissory note and swap agreement are cross
collateralized by the assets of The Timber's Limited Partnership
and M.F. Limited Partnership of Hillsborough with interest secured
by the deed of trust.  Branch Banking's deed of trust contains an
assignment of rents and profits clause, hence, rents collected by
Patriot's Pointe constitute cash collateral.

Based on appraisals, Branch Banking relates that the current fair
market value of the Debtor's property is $19,500,000, and of
Timbers is $1,100,000, and of M.F. is $1,250,000.

In addition, Blue Ridge General Contractors LLC, fka D and M
Builders LLC, has a judgment against Patriot's Pointe in the
approximate amount of $1,500,000, entered by the Guilford County
Superior Court on April 20, 2007.

The Court is set to conduct a final hearing on the matter on
Feb. 26, 2008, at 9:30 a.m.

Robert H. Pryor, Esq., represents Branch Banking while William P.
Miller, Esq., represents Blue Ridge.

                      About Patriot's Pointe

Greensboro, North Carolina-based Patriot's Pointe LLC, fka
Catesland LLC, is a real estate corporation.  The Debtor filed
for chapter 11 protection on Jan. 29, 2008 (Bankr. M.D.N.C. Case
No. 08-10119).  Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton
& Talcott LLP represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


PATRIOT'S POINTE: Court Names John Peterson as Financial Analyst
----------------------------------------------------------------
The Hon. William L. Stocks of the Middle District of North
Carolina appointed John E. Peterson, III, as financial analyst in
lieu of consultant in the case of Patriot's Pointe LLC, fka
Catesland LLC.

Mr. Peterson is expected to perform duties as might otherwise be
performed by a consultant in the case, including:

   -- making visits to and investigations of the Debtor and
      Debtor's business as may be requested by the Bankruptcy
      Administrator or the Court; and

   -- furnishing reports to the Court as may be requested by
      the Bankruptcy Administrator or the Court, copies of
      the reports will be furnished to the parties in interest
      as is appropriate.

Greensboro, North Carolina-based Patriot's Pointe LLC, fka
Catesland LLC, is a real estate corporation.  The Debtor filed
for chapter 11 protection on Jan. 29, 2008 (Bankr. M.D.N.C. Case
No. 08-10119).  Dirk W. Siegmund, Esq., at Ivey, McClellan, Gatton
& Talcott LLP represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


PIERRE FOODS: Cynthia Hughes is New Vice President and CFO
----------------------------------------------------------
Cynthia S. Hughes Pierre Foods Inc. disclosed Thursday that
Cynthia S. Hughes has accepted the position of vice president and
chief financial officer in the company.

Ms. Hughes, age 54, has served as chief financial officer of
Effox, a division of CECO Environmental Corp., since 2003.  Effox
manufactures engineered-to-order dampers and expansion joints for
flue gas and process air handling systems.  From 2002 to 2003, she
served as the chief financial oficer of Klosterman Baking Company
Inc.  

                        About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com/-- manufactures and markets high-
quality, differentiated processed food solutions, focusing on pre-
cooked and ready-to-cook protein products, compartmentalized
meals, and hand-held convenience sandwiches.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 23, 2007,
Moody's Investors Service affirmed these ratings on Pierre Foods
Inc.: (i) B3 corporate family rating; (ii) B3 probability-of-
default rating; (iii) $40 million senior secured revolving credit
facility maturing 2009, at B2 (LGD 3, 35%); (iv) $227 million
senior secured term loan facility maturing 2010, at B2 (LGD 3,
35%); and (v) $125 senior subordinated notes maturing 2012 at Caa2
(LGD 5,87%).

As reported in the Troubled Company Reporter on Oct. 15, 2007,
Standard & Poor's Rating Services affirmed its 'B' corporate
credit rating and other ratings on Pierre Foods Inc.  The ratings
were removed from CreditWatch, where they were placed with
negative implications on Sept. 25, 2007.  The outlook is negative.


PIPER RESOURCES: Obtains Creditor Protection Under CCAA
-------------------------------------------------------
After consideration of all available alternatives, the Board of
Directors of Piper Resources Ltd. determined that it is in the
best interests of all stakeholders to seek creditor protection
under the Companies Creditors Arrangement Act (Canada).  The
Company has obtained creditor protection pursuant to an order from
the Alberta Court of Queen's Bench.  While under CCAA protection,
the company will continue with its day to day operations.

Piper has been hindered by market, operational and financial
challenges.  CCAA protection stays creditors and others from
enforcing rights against the company and affords Piper the
opportunity to restructure its financial affairs and proceed with
its review of strategic alternatives.

The Court has granted CCAA protection for an initial period of 30
days, expiring on March 17, 2008, to be extended thereafter as the
Court deems appropriate.  If by March 17, 2008, Piper has not
filed a Plan, or obtained an extension of the CCAA protection,
creditors and others will no longer be stayed from enforcing their
rights.

Piper will issue a further press release on or before March 17,
2008 to provide an update.

While under CCAA protection, the Board of Directors maintains its
usual role and management of the company remains responsible for
the day to day operations, under the supervision of a Court
appointed monitor who will be responsible for reviewing Piper's
ongoing operations, assisting with the development and filing of a
Plan of Arrangement, liaising with creditors and other
stakeholders and reporting to the Court. The Board of Directors
and management will be primarily responsible for formulating the
Plan for restructuring Piper's affairs.

The Plan is the proposed compromise that, in due course, Piper
intends to present to its stakeholders affected by the Plan.  This
Plan will describe how Piper proposes to restructure its affairs.  
Those stakeholders affected by the Plan will have an opportunity
to vote upon it.  If the Plan is approved by the requisite number
and value of affected stakeholders contemplated by law, the Court
must also approve it before the Plan may be implemented.  At this
time, Piper is still in the process of developing its Plan for
review and approval by affected stakeholders and the Court in due
course.

Although CCAA protection enables the company to continue with its
day to day operations until the CCAA status changes, the
implications for the Piper shareholders are less clear.  At the
end of the restructuring process, the value of what is left for
shareholders will depend upon the terms of the Plan approved by
the affected stakeholders.  If the affected stakeholders do not
approve the Plan in the manner contemplated by law, Piper will
likely be placed into receivership or bankruptcy.

                       About Piper Resources

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-
listed exploration, development and production company pursuing
conventional oil and natural gas opportunities in western Canada.
The company's core areas are focused in the Peace River arch area
of northwestern Alberta, with operated production in the
Gordondale, Pouce Coupe and Sinclair areas.


PKAM LLC: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: P.K.A.M., L.L.C.
        dba Riverside Square
        dba P.K.A.M., L.L.C.
        P.O. Box 287
        Warren, OH 44482-0287

Bankruptcy Case No.: 08-40401

Chapter 11 Petition Date: February 18, 2008

Court: Northern District of Ohio (Youngstown)

Judge: Kay Woods

Debtor's Counsel: Kenneth J. Freeman, Esq.
                     (kjfcolpa@aol.com)
                  515 Leader Building
                  526 Superior Avenue
                  Cleveland, OH 44114-1903
                  Tel: (216) 771-9980
                  Fax: (216) 771-9978

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Branch Banking and Trust Co.   real estate; value of $2,445,092
3175 Cobb Galleria Parkway     security:$1,500,000
Atlanta, GA 30339

L.F. Wolf Contracting, Inc.    Construction          $520,000
6178 Youngstown-Hubbard Road   management
Hubbard, OH 44425

Master Security, Inc.          Security services     $83,695
P.O. Box 2248
Youngstown, OH 44504

Johnson Controls, Inc.         real estate; value of $79,830
                               security: $1,500,000;
                               value of senior lien:
                               $2,471,300

Ohio Edison Co.                Utility service       $68,372

Dominion East Ohio             Utility service       $53,000

Great Lakes Realty, Inc.       Commissions           $33,020

Ellyson Plumbing & Heating,    real estate; value of $16,583
Inc.                           security: $1,500,000;
                               value of senior lien:
                          $2,454,717

North Coast Fire Protection,   real estate; value of $14,436
Inc.                           security: $1,500,000;
                               value of senior lien:
                               $2,551,130

Facility Products & Services,  real estate; value of $12,350
L.L.C.                         security: $1,500,000;
                               value of senior lien:
                               $2,565,566

City of Warren, Ohio           Utility service       $11,633

National Security Consultants, Security services     $10,028
Inc.

The Flowers Corp.              real estate;          $9,625
                               security: $1,500,000;
                               value of senior lien:
                               $2,445,092

V.E.C. Systems, Inc.           Miscellaneous         $2,850
                               services

Gatto Electric Supply Co.      Utility service       $1,778

National Energy Control Corp.  Miscellaneous         $1,595
Pneuline Controls Co.          services

Buckeye Welder Sales           Miscellaneous         $221
                               purchases

A.B.C. Fire Extinguisher Co.,  Miscellaneous         $102
Inc.                           purchases

Ohio Department of Commerce    Miscellaneous         $96
                               services


PLASTECH ENGINEERED: Court Says No to Chrysler's Tooling Request
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
denied Chrysler LLC's request to pull out the tooling equipment
from Plastech Engineered Products Inc. and its debtor-affiliates'
plants.

The decision came after a two-day hearing last week, with Chrysler
and Plastech presenting their cases about the tooling dispute.

Chrysler spokesperson, Kevin Frazier, commented, "We are obviously
disappointed with this decision.  We cannot provide further
information at this time.  However, we will continue to work with
all parties to ensure that our plants continue to receive
deliveries of parts."

As reported in the Troubled Company Reporter on Feb. 14, 2008, the
Debtors opposed Chrysler's request for lifting of the automatic
stay that would allow it to take possession of the tooling.  If
Chrysler's proposal is granted, the Debtors contended, they would
immediately lose approximately 15% of their annual revenues,
considering that Chrysler accounts for about $200,000,000 of
Plastech's annual revenues.

In addition, the Debtors argued that Chrysler has no right to take
the tooling equipment away, since pursuant to their financial
accomodation agreements, the tooling is property of the Debtors'
estate.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Chrysler LLC reacted to Plastech's argument that the tooling
equipment is property of the estate.  Chrysler argued that the
objections of the Debtors and various of the Debtors' lenders,
which share a common theme -- that Chrysler's entitlement to
possession of the Tooling is somehow conditioned on Chrysler
proving "ownership" of the Tooling -- miss the mark.

"Possession of the Tooling, not ownership, is the issue before
the Court," Chrysler's counsel argued.

Representatives for General Motors Corp. and Ford Motor Co. as
well as for auto supplier Johnson Controls Inc. told the Court
that they believe Chrysler has the right to reclaim their own
equipment under their contracts with Plastech.

                       About Chrysler LLC

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

                          *     *     *

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

                    About Plastech Engineered

Based in Dearborn, Michigan, Plastech Engineered Products, Inc. --
http://www.plastecheng.com/-- is full-service automotive supplier       
of interior, exterior and underhood components.  It designs and
manufactures blow-molded and injection-molded plastic products
primarily for the automotive industry.  Plastech's products
include automotive interior trim, underhood components, bumper and
other exterior components, and cockpit modules.  Plastech's major
customers are General Motors, Ford Motor Company, and Toyota, as
well as Johnson Controls, Inc.

Plastech is a privately held company and is the largest family-
owned company in the state of Michigan.  The company is certified
as a Minority Business Enterprise by the state of Michigan.  
Plastech maintains more than 35 manufacturing facilities in the
midwestern and southern United States.  The company's products are
sold through an in-house sales force.

The company and eight of its affiliates filed for Chapter 11
protection on Feb. 1, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
42417).  Gregg M. Galardi, Esq., at Skadden Arps Slate Meagher &
Flom LLP, and Deborah L. Fish, Esq., at Allard & Fish, P.C.,
represent the Debtors in their restructuring efforts.  The Debtors
chose Jones Day as their special corporate and litigation counsel.  
Lazard Freres & Co. LLC serves as the Debtors' investment bankers,
while Conway, MacKenzie & Dunleavy provide financial advisory
services.  The Debtors also employed Donlin, Recano & Company as
their claims and noticing agent.

An Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.


PREMIUM PORK: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Premium Pork, Inc.
        9442 Taake Road
        Columbia, IL 62236

Bankruptcy Case No.: 08-30286

Chapter 11 Petition Date: February 15, 2008

Court: Southern District of Illinois (East St Louis)

Debtors' Counsel: Robert T. Bruegge, Esq.
(rtbruegge@lawdept.net)                  
                  400 St. Louis Street, Suite 2
                  Edwardsville, IL 62025
                  Tel: (618) 659-0495
                  Fax: (618) 659-0527

Total Assets: $1,072,495

Total Debts:  $3,332,692

Consolidated Debtors' List of Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   First State Bank of Red Bud loans; value of       $2,831,259
   115 West Main Street        security: $1,047,495
   Red Bud, IL 62278

   Pig Express                 pigs                  $219,478
   Attn: Jason Mullenhoff
   115 Road V
   Leigh, NE 68643

   Roanoke Millings Co. Inc    feed                  $106,602
   211 Hussenman
   Roanoke, IL 61561

   Alpha FS Inc.               pigs                  $96,381

   JBS United Trading Inc.     feed                  $31,816

   Western Illinois FS Feeds   feed                  $39,266  

   Animal Nutrition Center LCL feed                  $7,890


PRINCETON LAUNDRY: Case Summary & XX Largest Unsecured Creditors
----------------------------------------------------------------
Lead Debtor: Princeton Laundry, Inc.
             2 Wood Street
             Paterson, NJ 07524

Bankruptcy Case No.: 08-12744

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Princeton Laundry, Inc.                    08-12746

Type of Business: The Debtors provide laundry services.

Chapter 11 Petition Date: February 18, 2008

Court: District of New Jersey (Newark)

Judge: Donald H. Steckroth

Debtors' Counsel: Warren A. Usatine, Esq.
                  Cole, Schotz, Meisel, Forman & Leonard, P.A.
                  25 Main Street, P.O. Box 800
                  Hackensack, NJ 07602-0800
                  Tel: (201) 489-3000
                  http://www.coleschotz.com/

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
P.S.E.&G. Co.                  $317,700
P.O. Box 14106
New Brunswick, NJ 08906-4106

Con Edison Co. of New York     $308,000
4 Irving Place, Room 18758
New York, NY 10003

Building Management Corp.      $305,017
417 Fifth Avenue, 4th Floor
New York, NY 10016

Amalgamated Service            $129,691

Gurtler Industries, Inc.       $128,541

Direct Machinery Service Corp. $78,906

Klein, Zelman, Rothermel,      $71,178
L.L.P.

Hess Corp.                     $64,568

T.M. Mechanical                $54,586

A-1 Flatwork Ironer            $52,398
Specialists, Inc.

Parkway Equipment Handlers,    $50,000
Inc.

Pariser Industries, Inc.       $40,257

American Express               $39,821

Milea Truck Sales Corp.        $39,462

Passaic Valley Water           $38,603
Commission

Utica National Insurance Co.   $31,285

Solomon & Tanenbaum, P.C.      $28,902

McManimon & Scotland, L.L.C.   $27,328

Talley Laundry Machinery       $18,621

S.C.S. Agency, Inc.            $15,859

Prestige Poly, L.L.C.          $15,816

Business Card                  $15,744

M.X. Energy                    $12,337

Feldman Brothers               $11,986

Dealers Industrial Equipment,  $9,011
L.L.C.

Pellerin Milnor Corp.          $8,700

City of Paterson               $8,180

Reliable Electric Motor        $8,076
Repair, Inc.

Cleaners Products Supply       $7,493

Minda Supply Co.               $7,246


ROGER SCHAEFER: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: Roger C. Schaefer
         Eva K. Schaefer
         dba Schaefer Stock Farm
         9442 Taake Road
         Columbia, IL 62236

Bankruptcy Case No.: 08-30285

Chapter 11 Petition Date: February 15, 2008

Court: Southern District of Illinois (East St Louis)

Debtors' Counsel: Robert T. Bruegge, Esq.
                  Law Office of Robert T. Bruegge
                  400 St. Louis Street
                  Suite 2
                  Edwardsville, IL 62025
                  Tel: (618) 659-0495
                  Fax: (618) 659-0527
                  email: rtbruegge@lawdept.net

Total Assets: $3,107,754

Total Debts:  $5,274,423

Debtors' list of their 14 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
  ------                    ------------   ---------
First State Bank of Red Bud      Estimated debt on   $2,000,000
115 West Market Street           Premium Pork, Inc.
Red Bud, IL 62278                debt guaranteed by
                                 debtors

Pig Express, Inc.                Pigs delivered        $312,145
Jason Mullenhoff
115 Road V
Leigh, NE 68643

                                 Premium Pork, Inc.     Unknown
                                 creditor

Farm Credit Services of South    Livestock, equipment, $100,000
Illinois                         growing crops
122 Park Plaza Drive             Subordinate to First
Red Bud, IL 62278                Bank of Red Bud

                                 2388 IH Combine       $168,000
                                                      ($133,000
                                                       secured)

                                 Artsway Grinder/       $12,512
                                 Mixer                  ($7,500
                                                       secured)

Purina Mills, Inc.               Feed                   $23,947

John Deer Credit                 HX15 Rotary Cutter     $11,245
                                                        ($7,000
                                                       secured)

US Bank                                                 $10,000

Gateway FS, Inc.                 lp/fuel, fall           $7,000
                                 fertilizer

Mont Eagle Products, Inc.        Feed                    $6,000

Animal Nutrition Center, LLC     Premium Pork, Inc.      $3,430
                                 creditor

Obemeier Trucking Service        Feed Delivery           $3,000

Agri Solutions                   Accounting Firm         $1,500

Alpha FS, Inc.                   Premium Pork, Inc.     Unknown
                                 creditor

Internal Revenue Service                                Unknown

JBS United Trading, Inc.         Premium Pork, Inc.     Unknown
                                 creditor

Western Illinois FS Feeds        Premium Pork, Inc.     Unknown
                                 creditor


SAXON FUNDING: Fitch Junks Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on Saxon Funding Management
mortgage pass-through certificates.  Unless stated otherwise, any
bonds that were previously placed on Rating Watch Negative are
removed.  Affirmations total $422.7 million and downgrades total
$195 million.  Break Loss percentages and Loss Coverage Ratios for
each class is included with the rating actions as:

Saxon 2006-2
   -- $99.5 million class A-1 affirmed at 'AAA'
      (BL: 48.02, LCR: 2.53);

   -- $97.3 million class A-2 affirmed at 'AAA'
      (BL: 48.41, LCR: 2.56);

   -- $37.4 million class A-3A affirmed at 'AAA'
      (BL: 85.82, LCR: 4.53);

   -- $58 million class A-3B affirmed at 'AAA'
      (BL: 64.72, LCR: 3.42);

   -- $101.5 million class A-3C affirmed at 'AAA'
      (BL: 48.51, LCR: 2.56);

   -- $29 million class A-3D affirmed at 'AAA'
      (BL: 45.84, LCR: 2.42);

   -- $37.5 million class M-1 downgraded to 'AA' from 'AA+'
      (BL: 40.45, LCR: 2.14);

   -- $34.5 million class M-2 downgraded to 'A' from 'AA+'
      (BL: 35.23, LCR: 1.86);

   -- $22 million class M-3 downgraded to 'BBB' from 'AA'
      (BL: 31.89, LCR: 1.68);

   -- $18.5 million class M-4 downgraded to 'BBB' from 'AA-'
      (BL: 29.08, LCR: 1.54);

   -- $18.5 million class M-5 downgraded to 'BB' from 'A+'
      (BL: 26.26, LCR: 1.39);

   -- $16 million class M-6 downgraded to 'BB' from 'A'
      (BL: 23.74, LCR: 1.25);

   -- $16 million class B-1 downgraded to 'B' from 'A-'
      (BL: 21.04, LCR: 1.11);

   -- $13.5 million class B-2 downgraded to 'CCC' from 'BBB+'
      (BL: 18.67, LCR: 0.99);

   -- $8.5 million class B-3 downgraded to 'CCC' from 'BBB'
      (BL: 17.09, LCR: 0.9);

   -- $10 million class B-4 downgraded to 'CCC' from 'BBB-'
      (BL: 15.60, LCR: 0.82).

Deal Summary
   -- Originators: 100% Saxon Funding Management
   -- 60+ day Delinquency: 19.05%
   -- Realized Losses to date (% of Original Balance): 0.73%
   -- Expected Remaining Losses (% of Current balance): 18.94%
   -- Cumulative Expected Losses (% of Original Balance): 13.04%

The rating actions are based on changes that Fitch has made to its
subprime loss forecasting assumptions.  The updated assumptions
better capture the deteriorating performance of pools from 2007,
2006 and late 2005 with regard to continued poor loan performance
and home price weakness.


SEA CONTAINERS: Formally Seeks Court Approval for Pensions Pact
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve the
pension scheme agreement between them and the trustees of the two
main Sea Containers Pension Schemes to agree on the amount of
their claims against the Sea Containers estate.

As reported in the Troubled Company Reporter on. Feb. 8, 2008, the
Debtors emphasized that the agreement is a critical and positive
milestone in its efforts to emerge from Chapter 11.

Since the Chapter 11 negotiations first began in October 2006, the
board of directors and the officers of Sea Containers have been
focused on achieving a plan of reorganization that provides full
and fair settlement for all creditors.  The major creditors
involved are the 1983 and the 1990 Pension Funds which have almost
1500 members between them and the holders -- thought to be a
number of U.S. hedge funds -- of the four outstanding bond
issues.

The agreement with the Trustees for the pension funds, which are
estimated to be in deficit by approximately $200 million under
the s75 'buy out' basis prescribed by U.K. law, will allow the
company and the trustees to avoid costly and protracted litigation
in multiple and potentially competing jurisdictions.  The
agreement also creates an additional reserve of $69 million for
certain potential pension scheme liabilities in respect of age-
related equalization changes.

In connection with this important agreement, Sea Containers
withdrew its appeal against the Financial Support Direction.  The  
FSD, which sought to oblige Sea Containers Limited -- the ultimate
parent company -- to put in place additional financial support for
the pension funds, was handed down by the Determinations Panel of
the UK Pensions Regulator on July 3, 2007.  Sea Containers
considers that the settlement will adequately address any FSD and
that the current legal proceedings would be of no further benefit.

                      Terms of the Settlement

As a result of extensive negotiations that commenced prior to the
bankruptcy filing and have continued throughout these Chapter 11
cases, the Debtors, their Official Committee of Unsecured
Creditors, and the Trustees agreed to the Settlement under which
the Schemes' claims against the Debtors are fully resolved.  
Pertinent terms of the Settlement are as follows:

   a) Schemes' Claim: In full and final satisfaction of all of the
      Schemes' claims against SCL, SCSL and other direct and
      indirect subsidiaries of SCL or SCSL, the Schemes shall
      have a single allowed general unsecured claim against SCL
      in the aggregate amount of $194 million of which:

      i) $153.8 million will be allocated to the 1983 Scheme; and
     ii) $40.2 million will be allocated to the 1990 Scheme.

   b) Administrative Expenses: Within three business days after
      entry of an order approving the Settlement, the Debtors
      shall pay $5 million to the Schemes on account of certain
      administrative ordinary course expenses.

   c) Chapter 11 Advisory Fees: If the Debtors agree to pay, or
      the Court approves payment of, Chapter 11 advisory fees to
      any of the Debtors' prepetition creditors as administrative
      expenses, the Schemes may seek reimbursement of their
      Chapter 11 advisory fees in accordance with the terms of
      the Settlement.

   d) Equalization Claim Reserve: On the effective date of a
      confirmed Chapter 11 plan in these cases, the Debtors shall
      establish a reserve in respect of a $69 million claim for
      equalization matters.  The Trustees shall allocate such
      reserve between the Schemes.  Upon determination of the
      allowed amount of the equalization claims, such amount, if
      any, shall be allowed against SCL as a general unsecured
      claim and shall be paid from the reserve.

   e) Status Quo: The Schemes shall agree for a period of time
      and under certain circumstance to refrain from selling or
      assigning or otherwise transferring any legal or beneficial
      interest in their claims and from winding up the Schemes.

   f) Definitive Documentation: The Settlement is subject to:

      i) definitive documentation in form and substance
         acceptable to all parties (executed and delivered
         by the parties);

     ii) approval under Federal Bankruptcy Rules P. 9019; and

    iii) if required by the Schemes, U.K. court and regulatory
         approval to ensure the Schemes' continued eligibility for
         protection by the U.K. Pension Protection Fund.

In addition to the foregoing terms, the Debtors and the Trustees
agree that in response to any FSD issued by the U.K. Pensions
Regulator, the Debtors shall propose, and the Trustees shall
support, financial support arrangements consistent with the terms
of the Settlement.  The Debtors and the Trustees further agree
that the Settlement is conditioned, in part, upon TPR's approval
of such financial support arrangements.

The parties have also agreed that the definitive documentation for
the Settlement will be in a form which will not result in
creditors of SCSL and such other subsidiaries receiving
unwarranted changes in recoveries as a result of the Schemes'
allowed claims at the SCL level.

                        About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing.  Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore.  The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP.  Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083.

The Court previously gave the Debtors until Feb. 20, 2008 to file
a plan of reorganization.


SHARPER IMAGE: Hires Crisis Consultant as CEO Hinting Biz Changes
-----------------------------------------------------------------
Restructuring consultant Robert Conway, a founding member of
financial advisory firm Conway, Del Genio, Gries & Co., LLC, was
named Chief Executive Officer of Sharper Image Corporation to
replace Steven Lightman, effective immediately.

Mr. Conway has more than 25 years of experience advising companies
on financial and operational issues as a banker, consultant and
senior executive officer.  The company also retained a team of
specialists from Conway, Del Genio, Gries & Co., LLC to assist Mr.
Conway in addressing business improvements and help implement
necessary operational changes.

                      Company Sales Slump

The three executive changes in over a year has started chitchat of
the difficult reigns towards company profitability, the Associated
Press business writer Michael Liedtke reports citing analyst Scott
Tilghman of Soleil-Hudson Square Research.

For the month ended Jan. 31, 2008, total company sales were
$22.2 million compared to $28.7 million, a decrease of 23%.  For
the fourth quarter ended Jan. 31, 2008, total company sales were
$164.1 million compared to $195.2 million, a decrease of 16%.  For
the fiscal year ended Jan. 31, 2008, total company sales were
$374.9 million compared to $506.7 million, a decrease of 26%.

                       Executive Departures

According to a filing with the Securities and Exchange Commission,
Jason Bernzweig and Marc Leder, members of the company's Board of
Directors, informed the Sharper Image, on Feb. 7, 2008, that they
were resigning from the Board effective immediately.  The
departure of Mr. Bernzweig and Mr. Leder is not a result of a
disagreement with the company on any matter relating to the
Company's operations, policies or practices.

Although the company spokesman is mum on the issue of Mr.
Lightman's reason for leaving the company, AP suggests that under
an employment indenture, Mr. Lightman, who was paid $550,000 per
year, will be entitled to $1 million if he is fired without cause
or resigned "for good reason" before April 2010.

Jerry W. Levin will remain as chairman of the Board.

                     About Sharper Image

The Sharper Image -- http://www.sharperimage.com/-- (NASDAQ:SHRP)   
is a specialty retailer whose principal selling channels include
186 Sharper Image specialty stores throughout the United States;
the Sharper Image monthly catalog; and its primary Web site.  The
Company also has business-to-business sales teams for marketing
its exclusive and proprietary products for corporate incentive and
reward programs and wholesale to selected U.S. and international
retailers.

                         *     *     *

As reported in the Troubled Company Reporter on Oct. 17, 2007,
the Hon. Cecilia Altonaga of the U.S. District Court for the
Southern District Court of Florida rejected a proposed settlement
to a purported class action against Sharper Image Corp. in
relation to its purifier products.

The proposed settlement would have required the company to
distribute $19 coupons to millions of consumers who bought air
purifiers that were allegedly defective.

Court documents revealed that in arguments supporting the
settlement proposal, Sharper Image depicted the settlement as the
best consumers could hope for especially since the company is on
the verge of bankruptcy.

The company had estimated the settlement could be worth
$60 million to the 3.2 million consumers eligible to participate.
Other documents in the case estimated about $25 million of the
coupons would be redeemed.


STRATOS GLOBAL: Earns $2.0 Mil. for 2007 Fiscal Year Ended Dec. 31
------------------------------------------------------------------
Stratos Global Corporation reported net earnings for year ended
Dec. 31, 2007 of $2.0 million compared to the $26.8 million net
loss for fiscal 2006.

For the year ended Dec. 31, 2007, the corporation achieved revenue
of $594.3 million, an 11% increase compared with $537.8 million in
2006.  This improvement primarily reflects the growth in newer
generation Inmarsat products and the acquisition of Xantic, which
was completed on Feb. 14, 2006.  

Segment earnings for 2007 increased by 35% to $101.0 million
compared with $74.7 million for 2006.  The significant improvement
in segment earnings was driven by the increased revenue, higher
volume discounts earned from Inmarsat and cost reductions
resulting from the integration of Xantic and other initiatives to
improve operating efficiencies.

On Dec. 11, 2007 CIP Investments Inc. acquired beneficial
ownership of 100% of the corporation's common shares.
    
The results for 2007 were negatively impacted by $16.7 million of
after-tax financial advisory, legal, and other costs related to
the transaction with CIP Canada, which were partially offset by an
after-tax gain of $3.8 million related to the previously described
insurance settlement during the second quarter and an after-tax
gain on sale of certain aeronautical assets of $1.0 million.   
Results for 2006 were adversely influenced by after-tax write-offs
of $22.4 million related primarily to the acquisition of Xantic.
    
Cash flow from operations in 2007 totaled $57.3 million, compared
with $26.9 million generated in 2006.  The improvement primarily
reflects higher segment earnings, decreased investment in working
capital, increased interest costs related to the Xantic
acquisition financing and costs related to the transaction with
CIP Canada.

The company's balance sheet for Dec. 31, 2007 showed total assets
of $752.5 million, total liabilities of $551.4 million and total
shareholder's equity of $200.6 million.

                       About Stratos Global

Headquartered in St. John's, Newfoundland, Canada, with executive
offices in Bethesda, Maryland, Stratos Corporation (Nasdaq: STLW)
-- http://www.stratosglobal.com/-- is a publicly traded     
company that provides a range of mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  The company has offices in Canada, Brazil,
the United Kingdom, Norway, Germany, the Netherlands, Sweden,
Italy, Spain, Turkey, Russia, Kenya, South Africa, United Arab
Emirates, India, Hong Kong, Japan, Singapore, Australia and New
Zealand.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 4, 2008,
Moody's Investors Service revised the outlook for Stratos Global
Corporation to stable from negative and upgraded the SGL rating to
SGL-3 from SGL-4.  The outlook change and SGL upgrade reflect
better than anticipated performance, which has improved the
company's credit profile and mitigated concern over compliance
with financial reporting covenants.

Moody's also affirmed the B1 corporate family rating, B1
probability of default rating, Ba2 senior secured bank rating and
B3 unsecured bond rating.


STRATUS SERVICES: Dec. 31 Balance Sheet Upside-Down by $7.9 Mil.
----------------------------------------------------------------
Stratus Services Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $4,088,246 in total assets, $11,503,693 in
total liabilities, and $494,429 in minority interest, resulting in
a $7,909,876 total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $2,054,532 in total current assets
available to pay $10,231,795 in total current liabilities.

The company reported a net loss of $195,597 on revenues of
$2,659,020 for the first quarter ended Dec. 31, 2007, compared
with net income of $32,476 on revenues of $1,862,854 in the
corresonding period ended Dec. 31, 2006.

Approximately $698,000 of the increase in revenues was
attributable to the acquisition of the company's technology asset
disposition operations in August 2007.  Excluding the acquisition,
revenues increased 5.3%.  This increase was primarily a result of
an increase in billable hours and expansion of the company's  
customer base.

Selling, General and Administrative expenses increased 66.2% to
$1,077,296 for the three months ended Dec. 31, 2007, from $648,203
for the three months ended Dec. 31, 2006.  Exclusive of  
approximately $276,000 attributable to the acquisition in August
2007, SG&A increased 23.7%.  

Interest expense remained basically unchanged in the three months
ended Dec. 31, 2007, compared to the three months ended Dec. 31,
2006.  Interest expense as a percentage of revenues decreased to
2.4% for the three months ended Dec. 31, 2007, from 3.4% for the
three months ended Dec. 31, 2006.

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?282b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 17, 2008,
Gruber & Company LLC, in Lake Saint Louis, Mississippi, expressed
substantial doubt about Stratus Services Group Inc.'s ability of
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2007.  The auditing firm pointed to the company's recurring losses
from operations and net capital deficit.

                      About Stratus Services

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


STUDENT FINANCE: Royal Wants Stay Lifted to Reclaim $10 Mil. Bond
-----------------------------------------------------------------
Royal Indemnity Company asks the U.S. Bankruptcy Court for the
District of Delaware to lift the automatic stay in Student Finance
Corp.'s Chapter 7 liquidation proceeding to allow Royal Indemnity
to pursue a civil action against the Debtor and Hartford Fire
Insurance Company to recover a $10 million financial institution
bond.

To conduct the Debtor's business of repackaging student loans, the
Debtor induced Royal Indemnity to issue credit risk insurance
policies to provide coverage for loan defaults caused by students
failing to make loan payments.

Royal Indemnity required the Debtor to obtain a financial
institution bond, so as to protect itself against fraud and
wrongful conduct on the part of the Debtor.  Under the bond, Royal
was identified as the "loss payee", entitled to certain rights to
payments.  Hartford, the issuer of the bond, had an aggregate
liability of $10 million during the bond period.

Royal Indemnity alleged that the Debtor vastly understated loan
default rates.  The Debtor manipulated historic default rates by
secretly using income from borrowings to "pay" to investors, on
behalf of defaulting students.  Internally, the Debtor described
the payments as "forbearance payments", while externally, the
Debtor still reported these payments to Royal Indemnity.  
Consequently, Royal Indemnity was duped into continuing to issue
credit risk policies, eventually insuring approximately $620
million of student loans between January 1999 and November 2001.

The Debtor, according to Royal Indemnity, ran out funds to make
these forbearance payments due to the extravagant lifestyle and
alleged personal enrichment of Andrew Yao, the Debtor's sole
owner, at the expense of the Debtor's assets.  As a result of the
collapse, Royal Indemnity sustained substantial financial harm of
more than $500 million.

Royal Indemnity earlier submitted a claim, as a loss payee under
the bond, seeking payment of losses sustained a result of the
fraud.  Hartford acknowledged Royal Indemnity's claim, but
questioned the existence of coverage for Royal Indemnity's losses
under the bond.

Royal Indemnity's unsecured prepetition claim was allowed,
pursuant to a Court-approved settlement agreement, for
$516,628,682, and its secured claim allowed for $15,799,010.  
Given the limited assets of the estate, the Debtor has been unable
to fully satisfy this allowed claim.

Accordingly, Royal Indemnity intends to pursue action against
Hartford to partially liquidate its claim against the Debtor by
recovery on the bond.  To do so, Royal Indemnity must be permitted
to file a proof of loss and to name the Debtor.

The Court will hold a hearing on the matter on Feb. 27, 2008, at
1:30 p.m.

                      About Student Finance

Based in New Castle, Delaware, Student Finance Corp., was in the
business of originating and acquiring non-guaranteed student loans
and tuition installment agreements primarily from truck and
driving schools.  On Nov. 4, 2002, the Court entered an Order for
Relief under Chapter 11 of the Bankruptcy Code.  On Sept. 29,
2003, the Court appointed Charles A. Stanziale, Jr., as the
chapter 11 trustee.  The case was converted to a Chapter 7
liquidation on Nov. 14, 2003 with Mr. Stanziale appointed as the
chapter 7 trustee.  Fox Rothschild LLP represents Mr. Stanziale.
On June 5, 2005, four trucking schools filed an involuntary
petition against the company (Bankr. D. Del. Case No. 02-11620).


SUNCOM WIRELESS: Gets $686.5MM Consents for 8-1/2% Senior Notes
---------------------------------------------------------------
SunCom Wireless Inc., a subsidiary of SunCom Wireless Holdings
Inc., received, as of 5:00 p.m., New York City time, on
Feb. 14, 2008, consents from holders of approximately
$686,515,000, representing receipt of consents from a majority
of the principal amount held by holders other than certain
significant holders that SunCom has chosen to treat as affiliates
for purposes of the consent solicitation, of SunCom's outstanding
8-1/2% Senior Notes due 2013 pursuant to its consent solicitation
for the Notes.

SunCom has notified The Bank of New York, trustee under the
indenture governing the Notes, that it has received the Requisite
Consents, terminating the revocation rights of holders who had
delivered their consents prior to the Trustee Notification.

As a result of the receipt of the Requisite Consents, SunCom
entered into a supplemental indenture incorporating the proposed
amendments.  The supplemental indenture provides that, upon the
closing of the proposed merger between SunCom Holdings and a  
subsidiary of T-Mobile USA Inc. and the payment by SunCom of the
consent payment to holders of Notes who validly delivered their
consent prior to the Expiration Time, substantially all the
existing requirements will be eliminated for SunCom to provide
periodic reports and financial statements and SunCom's compliance
certificate obligations will be limited to the requirements set
forth in the Trust Indenture Act.

Upon the consummation of the Merger and other conditions described
in the consent solicitation statement being met or waived, SunCom
will promptly pay a consent payment to each holder who delivered  
a consent prior to the Expiration Time.  The consent payment will
be in the amount of $1 for each $1,000 principal amount of Notes
with respect to which such holder validly delivered a consent.

Citi acted as solicitation agent and Global Bondholder Services
acted as the information agent and tabulation agent for the
consent solicitation.

                About Suncom Wireless Holdings Inc.
  
Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE:TPC) -- http://www.suncom.com/-- provides digital wireless   
communications services in the southeastern United States, Puerto
Rico and the United States Virgin Islands.  The company operates a
wireless communications network covering approximately 4.1 million
potential customers in Puerto Rico and the United States Virgin
Islands.  The Company provides wireless communications services
under the SunCom Wireless brand name.

                           *     *     *

Standard & Poor's placed Suncom Wireless Holdings Inc.'s long-term
foreign and local issuer credit ratings at 'B-' at September 2007.  
The ratings still hold to date.


TAYLOR CAPITAL: Elects Mark A. Hoppe to Board of Directors
----------------------------------------------------------
Taylor Capital Group Inc. appointed Mark A. Hoppe to Taylor
Capital Group Inc. and Cole Taylor Bank board of directors.  
Mr. Hoppe joined the company as president of Taylor Capital Group
Inc. and CEO and president of Cole Taylor Bank.

Recently, Mr. Hoppe was an executive vice president with LaSalle
Bank N.A. and chief executive officer of LaSalle Bank Midwest.

Additionally, Bruce W. Taylor, chairman and chief executive
officer of Taylor Capital Group Inc. and chairman of Cole Taylor
Bank, disclosed the appointments of Thomas J. Hennessy and Eric
Wasowicz to Cole Taylor Bank board of directors.  

Mr. Hennessy retired in 2007 from his position at Cole Taylor Bank
as the group senior vice president of Commercial Real Estate, a
position he held for more than 25 years.  Mr. Wasowicz was co-CEO
of Greenbrier & Russell Inc. an IT services company he co-founded
in 1984.

"We are very fortunate to have Mark Hoppe, Tom Hennessy and Eric
Wasowicz serving on the board of directors," Mr. Taylor said.  
"Each individual brings strong backgrounds and experience and we
expect their insights and contributions to be wide ranging."

The company has also established Thursday, June 12, 2008, as the
date of the company's annual meeting of shareholders.

                     About Taylor Capital

Headquartered in Illinois, Chicago, Taylor Capital Group Inc.
(Nasdaq: TAYC) -- http://www.taylorcapitalgroup.com/-- is a bank-   
holding company.  The company derives virtually all of its revenue
from its subsidiary, Cole Taylor Bank, which presently operates 11
banking centers throughout the Chicago metropolitan area.
    
                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Fitch Ratings downgraded the long- and short-term issuer default
ratings of Taylor Capital Group Inc. to 'BB+' from 'BBB-', and its
subsidiary bank Cole Taylor Bank to 'B' from F3'.  At the same
time, Fitch has lowered the individual rating to 'C' from 'B/C'.  
Additionally, the rating outlook has been revised to negative from
stable.


TEEVEE TOONS: Files for Chapter 11 Bankruptcy in Manhattan
----------------------------------------------------------
TEEVEE Toons Inc. dba as T.V.T. Records filed a Chapter 11
bankruptcy petition with the U.S. Bankruptcy Court for the
Southern District of New York on Feb. 19, 2008, according to
various reports.

TEEVEE was supposed to receive $132 million settlement from a
litigation involving the distribution of a Ja Rule album, however,
an appeal chipped off the figure.  In addition, TEEVEE was
directed to pay more than $9 million in damages to a Miami label
over album rights.

TEEVEE is slicing its workforce and shuttering offices overseas to
cut costs and expenses, Tai Saint Louis of AllHipHop.Com relates.  
TEEVEE is also mulling plans to sell its distribution platform and
merge with digital content companies and other entertainment
entities, moves that will ensure ongoing operations.

However, Billboard.Com disclosed that TVT Music Publishing will
not be shut down, according to founder Steve Gottlieb.  A
Billboard source stated that employees left at the division were
filing orders and dealing with overdue accounts payable.

Headquartered in New York City, TEEVEE Toons Inc. dba T.V.T.
Records is an American music label focused on hip-hop.  The label
was named the top US independent record label by Billboard
Magazine from 2001 through 2006.  TVT's roster includes singers
Teedra Moses, Keke Wyatt and Lumidee, as well as Miami's Pitbull
and Memphis rapper Yo Gotti.


TEEVEE TOONS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: TEEVEE Toons, Inc.
        dba T.V.T. Records
        23 East 4th Street
        3rd Floor
        New York, NY 10003
        212-979-6410

Bankruptcy Case No.: 08-10562

Type of Business: The Debtor is an American record label.  See
                  http://www.tvtrecords.com/

Chapter 11 Petition Date: February 19, 2008

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Alec P. Ostrow, Esq.
                     (apo@stevenslee.com)
                  Stevens & Lee, P.C.
                  485 Madison Avenue, 20th Floor
                  New York, NY 10022-3904
                  Tel: (212) 319-8500
                  Fax: (212) 319-8505
                  http://www.stevenslee.com/

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
The Harry Fox Agency           $7,328,226
Attention: Gary L. Churgin,
President
711 Third Avenue
New York, NY 10017

Kaye Scholer, L.L.P.           $4,736,810
Attention: Peter Haviland
1999 Avenue of the Stars,
Suite 1700
Los Angeles, CA 90067

Slip N' Slide Records, Inc.    $4,579,200
Attention: Ted Lucas,
President
919 4th Street
Miami Beach, FL 33139

T.V.T. Funding, L.L.C.         $1,205,692
Attention: Mel Schreiber
3000 Marcus Avenue, Suite 1W5
New Hyde Park, NY 11042

Cinram Manufacturing           $578,641
Attention: Joe Faria
1444 East Lackawanna
Olyphant, PA 18447

Labaton Sucharow & Rudoff,     $412,686
L.L.P.
Attention: Joe Einstein
100 Park Avenue
New York, NY 10017

Castle Rock Entertainment      $379,342
Warner Brothers Motion
Pictures
4000 Warner Boulevard
Burbank, CA 91522

S.K.A. Films Diamonds, Ltd.    $358,370
Attention: Columbia Pictures
10202 West Washington
Boulevard, S.P.P. 5320
Culver City, CA 90232

Warner Strategic Marketing     $219,900

Christopher Bridges            $200,000

Dreamworks/Universal Music     $180,174
Enterprises

E.M.I. Music Publishing        $178,654

Lemarquis Jefferson            $171,000

Vagrant Records                $155,168

American Express               $144,107

Little Jonathan Properties     $132,800

Universal Music Publishing     $131,568

Universal Music Corp.          $124,409

Kings of Crunk Studios, Inc.   $123,406

Warner Chappell Music          $121,846


THORNBURG MORTGAGE: Fitch Affirms 'B' Rating on Class B-5 Certs.
----------------------------------------------------------------
Fitch Ratings affirmed these Thornburg Mortgage Home Loans, Inc.
mortgage loan pass-through certificates:

Series 2004-3
  -- Class A at 'AAA';
  -- Class B-1 at 'AA';
  -- Class B-2 at 'A';
  -- Class B-3 at 'BBB';
  -- Class B-4 at 'BB';
  -- Class B-5 at 'B'.

The affirmations, affecting approximately $406.1 million of the
outstanding certificates, reflect a stable relationship between
credit enhancement and expected loss.

The collateral of the above transactions consists primarily of
hybrid and adjustable-rate mortgage loans extended to Prime
borrowers and secured by first liens on one- to four-family
residential properties.  The loans were originated by various
originators and the transaction is master serviced by Wells Fargo
Bank, N.A, which is rated 'RMS1' by Fitch.

As of the January 2007 distribution date, the pool factor is 33%
and the transaction is seasoned 40 months.


TWL CORP: Dec. 31 Balance Sheet Upside-Down by $26.3 Million
------------------------------------------------------------
TWL Corporation's consolidated balance sheet at Dec. 31, 2007,
showed $10,653,611 in total assets and $36,919,568 in total
liabilities, resulting in a $26,265,957 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $4,895,582 in total current assets
available to pay $22,833,211 in total current liabilities.

The company reported a net loss of $2,664,610 for the second
quarter ended Dec. 31, 2007, compared with a net loss of
$2,824,801 in the same period ended Dec. 31, 2006.

Revenues, net were $6,206,214 for the three months ended Dec. 31,
2007, compared to $6,342,560 for the three months ended Dec. 31,
2006, a decrease of $136,346, or 2.0%.  Decreases in subscription,
single event, and production revenue were partially offset by an
increase in other revenue.

Loss from operations decreased to $1,828,818 as compared to loss
from operations of $2,255,382 in the three months ended Dec. 31,
2006, mainly attibutable to decreases in royalty, printing,
delivery and communications costs and salaries and benefits,
partially offset by an increase in selling, general and
administrative expenses.

Royalty, printing, delivery and communications costs decreased
$480,491, or 26.0%, to $1,368,693 for the three months ended
Dec. 31, 2007, compared to $1,849,184 for the three months ended
Dec. 31, 2006.  This decrease was primarily attributable to lower
royalties paid, lower satellite broadcasting costs, and lower
delivery costs incurred as a result of the decrease in single
event sales and live broadcast events for the 2007 period.

Salaries and benefits decreased $727,025, or 17.0%, to $3,672,440
for the three months ended Dec. 31, 2007, compared to $4,399,465
for the three months ended Dec. 31, 2006, due in large part to the
reduction in work force that took place in late September, 2007.

Selling, general and administrative, excluding salaries and
benefits, increased $552,586, or 26.0%, to $2,651,105 for the
three months ended Dec. 31, 2007, compared to $2,098,519 for the
three months ended Dec. 31, 2006.  

Full-text copies of the company's consolidated financial
statements for the quarter ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2827

                       Going Concern Doubt

KBA Group LLP, in Dallas, Texas, expressed substantial doubt about
TWA Corporation's ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm reported that the
company has suffered recurring losses from operations, has used
significant cash flows in operating activities and has liabilities
significantly in excess of assets.  


                       About TWL Corporation

Headquartered in Carrollton, Texas, TWL Corporation is a publicly
held global learning company with geographic locations in the
United States and Australia.  TWL derives its revenues primarily
from service-related contracts, including operations and
maintenance services and a variety of technical assistance
services.  The company's revenue consists of four main categories
- Subscription, Single Event, Production, and Other.  


UTIX GROUP: Board Opts to Liquidate After Failing to Get Financing
------------------------------------------------------------------
Due to the company's inability to obtain permanent financing, Utix
Group Inc.'s Board of Directors voted on Feb. 7, 2008, in favor of
liquidating the company's assets.

On Feb. 5, 2008, DFS Services LLC, formerly Discover Financial
Services Inc., notified Utix Group Inc. that it was terminating
the Ticket Issuer Agreement, dated Jan. 21, 2004, between the
company and Discover.  Discover's termination of the Ticket Issuer
Agreement was effective as of 11:00 p.m. E.S.T. on Feb. 5, 2008.
In its letter terminating the Ticket Issuer Agreement, Discover
cited the company's financial condition as justification for the
termination.

Discover currently owns 384,615 shares of the company's Series C
Preferred Stock, par value $.001 per share, and warrants to
purchase 365,385 shares of the company's common stock, par value
$.001 per share.

                            About Utix

Headquartered in Burlington, Massachusetts, Utix Group Inc.
(OTC BB: UTIX.OB) -- http://www.utix.com/-- provides gift tickets
that are redeemable at golf courses, ski resorts, spas, movie
theaters, bowling centers and other venues nationwide.  The
company's products are offered through sales of prepaid manual and
magnetic strip plastic gift tickets to corporations and other
business users and sales of prepaid magnetic strip gift tickets to
retail consumers that purchase products at mass merchandise retail
chains and the internet.
            
VICTOR PLASTICS: Section 341(a) Meeting Scheduled for March 11
--------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of Victor
Plastics Inc.'s creditors on March 11, 2008 at 9:30 a.m. at U.S.
Courthouse, Room 1017, 300 S. 4th Street in Minneapolis,
Minnesota.

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.

                      About Victor Plastics

Based in North Liberty, Iowa, Victor Plastics, Inc. --
http://www.victorplastics.com/-- is a custom molder of      
thermoplastics and engineering resins.  

The Debtor and its affiliate, VPI Acquisition Company, filed for
Chapter 11 protection on Jan. 15, 2008 (Bankr. D. Minn. Case Nos.
08-40171 and 08-40167).  Michael L. Meyer, Esq., at Ravich Meyer
Kirkman McGrath & Nauman P.A., represents the Debtors in their
restructuring efforts.  As of the debtors' bankruptcy filing, it
listed total assets: $44,658,000 and total debts: $41,366,000.
    

VOIP INC: Lowers Exercise Rates of Certain Convertible Securities     
----------------------------------------------------------------
VOIP Inc. disclosed that as a result of recent securities
transactions, the company's convertible notes, convertible
preferred shares, and warrants with "favored nations" provisions
are now convertible or exercisable into shares of the company's
common stock at the rate of the lesser of: (a) $0.0044 per share;
or (b) 70% of the company's average of the three lowest closing
bid prices of its common stock for the 10 days prior to the date
an investor converts or exercises.  

A number of the company's existing financing agreements contain
"favored nations" pricing provisions such that for future
securities offerings by the company at a price per share less than
the contractual common stock or preferred stock conversion or
warrant exercise rates, those investors' conversion or exercise
rates would be adjusted to the lower offering price.

                           About VoIP

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

                      Going Concern Doubt

Berkovits, Lago & Company LLP, in Fort Lauderdale, Fla., expressed
substantial doubt about VoIP Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements as of the years ended Dec. 31, 2006, and 2005.  The
auditing firm pointed to the company's dependence on outside
financing, lack of sufficient working capital, and recurring
losses.

The company is also required to file registration statements to
register amounts ranging up to 200% of the shares issuable upon
conversion of the company's convertible notes issued from July
2005 through September 2007, and all of the shares issuable upon
exercise of the warrants issued in connection with these notes.  

In addition, since October 2005, the company has been in violation
of certain requirements of most of its convertible notes.


WESTSHORE GLASS: Gets Interim Approval to Use Cash Collateral
-------------------------------------------------------------
Westshore Glass Corp. obtained from the U.S. Bankruptcy Court for
the Middle District of Florida an interim order allowing the
Debtor to use use of cash collateral of Colonial Bank.

The Debtor will use its cash collateral for:

     a) the care, maintenance, and preservation of the Debtor's
        assets;

     b) the payment of necessary payroll and other business
        expenses;

     c) the purchase of goods and services, including inventory;

     d) the continued business operations; and

     e) the funding of other expenses required for the Debtor's
        continued business operations.

The Debtor does not intend to use Cash Collateral to pay
prepetition obligations.

As of January 30, 2008, the Debtor had:

   -- accounts receivable carrying a $1,997,039 book value;
   -- cash and related cash equivalents of $547,308; and
   -- inventory of $746,824.

These assets constitute "Cash Collateral," as that term is defined
in Section 363(a) of the Bankruptcy Code.

The Cash Collateral and other scheduled assets combined to fully
secure repayment of Colonial's $5,525,920 secured claim.

If the Debtor is denied the ability to immediately use cash
collateral, there will be a direct and immediate material and
adverse impact on the continuing operation of the Debtor's
business and on the value of its assets, says Herbert R. Donica,
Esq., at Donica Law Firm, P.A., in Tampa, Florida, proposed
special counsel for the Debtor.

The Debtor intends to make limited monthly payments to each of the
Cash Collateral Lenders in an amount to be determined, provided
that it has the right to seek recharacterization of the payment
for purposes of plan confirmation based upon valuations of
collateral pursuant to Section 506(c) of the Bankruptcy Code.

The Hon. Catherine Peek McEwen says the Bank will receive a
postpetition replacement lien on cash collateral as adequate
protection.

Headquartered in Tampa, Florida, Westshore Glass Corp. --
http://www.westshoreglass.com/-- is a full-line distributor of   
all types of glass and related materials.  The company filed for
chapter 11 protection on Jan. 30, 2008 (Bank. M.D. Fla. Case No.
08-01194).  Stephenie Biernacki Anthony, Esq., at GrayRobinson,
P.A. represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors its listed total
assets of $10,169,034 and total liabilities of $14,911,342.


WINNER LLC: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Winners, LLC
        9418 Collins Avenue
        Surfside, FL 33154

Bankruptcy Case No.: 08-11759

Chapter 11 Petition Date: February 15, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Robert C. Furr, Esq.
                  Furr and Cohen, P.A.
                  2255 Glades Road, Suite 337W
                  Boca Raton, FL 33431
                  Tel: (561) 395-0500
                  Fax: (561) 338-7532
                  Email: bnasralla@furrcohen.com

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's Largest Unsecured Creditor:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Marshall Bankfirst              Guarantee of        $40,630,000
150 South Fifth, Suite 3000     Mortgage executed
Minneapolis, MN 55402           by Beach House
                                Property, LLC


ZIM CORP: Earns $155,758 for Third Quarter Ended Dec. 31, 2007
--------------------------------------------------------------
ZIM Corporation reported net income of $155,758 for the third
quarter ended Dec. 31, 2007, compared to net loss for the quarter
ended Dec. 31, 2006 was $507,117 in its financial results.

Revenue for the quarter ended Dec. 31, 2007 was $698,562, an
increase from $517,969 for the quarter ended Dec. 31, 2006.  A
one-time recognition of revenue in the premium SMS segment of
$197,948 is included in revenue and resulted from a review of
outstanding payables and receivables and subsequent settlement of
outstanding amounts.  This was partially offset by the previously
disclosed decline in revenue from the company's SMS aggregation
services caused by the continuing saturation of the aggregation
market which the company expects to continue.
       
"Results from this quarter reflect our efforts to improve
operations and focus on our higher margin product segments," Dr.
Michael Cowpland, president and chief executive officer of ZIM,
said.  "We've made good progress in reducing our operating
expenses and continue to look for additional savings as we pursue
opportunities related to our Internet TV, Mobile, and Database
products and services."
    
ZIM had cash of $273,507 as at Dec. 31, 2007 as compared to
$441,637 for the period ending Dec. 31, 2006 and $209,741 at
Sept. 30, 2007.  As at Dec. 31, 2007, ZIM had no amounts due to
financial institutions.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Nov 19, 2007,
Raymond Chabot Grant Thornton LLP, in Ottawa, Canada, expressed
substantial doubt about ZIM Corporation's ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm reported the company has incurred a net loss of
$1,936,187 and provided $198,143 of cash from operations, during
the year ended March 31, 2007.  The company also has generated
negative cash flows from operations during each of the previous
five years.

                         About ZIM Corp.

Ottawa, Canada-based ZIM Corporation (OTC BB: ZIMCF) --
http://www.zim.biz/-- is a mobile content, Enterprise Database   
Software and Internet TV service provider.  Through its global
infrastructure, ZIM provides publishing and licensing services for
market-leading mobile content and for Internet TV broadcasting.


* FTC, Local Governments to Combat Foreclosure "Rescue" Fraud
-------------------------------------------------------------
The U.S. Federal Trade Commission told the U.S. Senate Special
Committee on Aging that the Commission, partnering with other
federal agencies and state and local governments, is working to
prevent mortgage foreclosure "rescue" fraud through law
enforcement and consumer outreach.

Noting an estimated 75% increase in foreclosure filings from 2006
to 2007, Peggy Twohig, Associate Director of the FTC's Division of
Financial Practices, told the committee about the Commission's
enforcement efforts and its work to educate consumers about scams
in which borrowers typically pay thousands of dollars but end up
losing their homes and the money.

                   Recent Enforcement Responses

The testimony described title transfer scams, where consumers
transfer ownership of their house, based on misleading
representations that they are refinancing, or that they will be
able to re-purchase their home from the "rescue" company after a
short time period.  The testimony also described mortgage
negotiation scams, where companies promise to negotiate with the
loan servicer, but rarely stop the foreclosure.

According to the testimony, the FTC is working with federal,
state, and local partners, and has a number of ongoing, nonpublic
investigations of these scams.  FTC staff are participating in
task forces in seven geographic areas, sharing information about
trends in consumer complaints and working to identify solutions,
the testimony stated.

                 Consumer Education and Outreach

The testimony explained that the Commission works to empower
consumers to avoid harm by educating them about their options when
facing foreclosure and other credit problems.  In the wake of
reports of rising mortgage foreclosures, the agency published an
alert with guidance on steps borrowers can take to avoid
foreclosure, including a warning about scams.  In public meetings
in several cities, FTC staff have provided consumers with
information and resources, including scam warnings and advice for
contacting loan servicers to learn about available options.  
During these meetings, agency staff have received valuable
information from consumers about the conduct of specific realtors,
brokers, lenders, servicers, and foreclosure rescue operators.

The testimony noted that the Commission is planning a stepped-up
consumer outreach initiative in cities hardest hit by mortgage
foreclosures, including radio public service announcements and
classified advertisements in free publications.

The Commission vote authorizing the presentation of the testimony
and its inclusion in the formal record was 5-0.

Copies of the testimony are available from the FTC's Web site at
http://www.ftc.gov/and from the FTC's Consumer Response Center,  
Room 130, 600 Pennsylvania Avenue, N.W., Washington, D.C. 20580.

                           About the FTC

The Federal Trade Commission -- http://www.ftc.gov/-- deals with  
issues that touch the economic lives of most Americans.  The
agency has a long tradition of maintaining a competitive
marketplace for both consumers and businesses.  When the FTC was
created in 1914, its purpose was to prevent unfair methods of
competition in commerce as part of the battle to "bust the
trusts."  Over the years, Congress passed additional laws giving
the agency greater authority to police anticompetitive practices.
In 1938, Congress passed a broad prohibition against "unfair and
deceptive acts or practices."

Since then, the Commission also has been directed to administer a
wide variety of other consumer protection laws, including the
Telemarketing Sales Rule, the Pay-Per-Call Rule and the Equal
Credit Opportunity Act.  In 1975, Congress gave the FTC the
authority to adopt industry-wide trade regulation rules.  The
FTC's work is performed by the Bureaus of Consumer Protection,
Competition and Economics.  That work is aided by the Office of
General Counsel and seven regional offices.


* Gersten Savage Names Peter Gennuso as Corporate Law Partner
-------------------------------------------------------------
Gersten Savage LLP named Peter Gennuso partner.  He joined
Gersten Savage as an associate in 2004.

Mr. Gennuso specializes in corporate law, with a particular focus
on public and private corporate finance and securities regulation.
His experience includes advising clients on the regulatory process
associated with the registration of securities offerings, general
corporate matters and issues involving Securities and Exchange
Commission matters and compliance with the Sarbanes-Oxley Act of
2002.

"We are pleased to disclose that Pete has been elected a partner
of the firm," Jay Kaplowitz, founding partner, said.  "Pete has
made an invaluable contribution to Gersten Savage in the years he
has been with us."

A graduate of Iona College, Mr. Gennuso earned his J.D. well as an
M.B.A. in finance from Pace University.  He is admitted to the bar
in the state of New York.

Mr. Kaplowitz said that Gersten Savage works to mentor its
associates so they can develop their practices and careers within
the firm, noting that Mr. Gennuso is the first associate to have
had the opportunity to take advantage of the firm's associate
mentoring program.

"We mentor our associates so they can build their own business
with us," he said.  "Within a few years, they can be running their
own practices and in control of their destinies. People can grow
with us, especially if they feel confined in larger firms."

With about 50 employees, Gersten Savage specializes in securities
regulation, corporate law and finance.  

                    About Gersten Savage LLP

Gersten Savage LLP, founded in 1977, is a full-service firm,
Gersten Savage's practice groups cover corporate, finance, tax,
litigation, bankruptcy, real estate, and intellectual property in
the United States and throughout the world.  The firm has about 50
employees.  Gersten Savage represents issuers and broker dealers
on matters ranging from private placements, public underwritings,
regulatory compliance, and merger and acquisitions.  The firm also
represents principals in the establishment of hedge funds and off-
shore financing entities.   In addition, the firm represents
start-up companies, established public and private enterprises,
domestic and offshore investment partnerships, and registered
investment advisors.

Its international and tax planning division is able to
provide a full range of legal services to its clients is enhanced
by intellectual property, bankruptcy and real estate expertise.
The firm's clients span a broad range of industries, including
investment banking, e-commerce, consumer products, insurance,
health-care, manufacturing, importing, mining, oil and gas,
distribution, and retailing.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
Feb. 22, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy Battleground West
         Fairmont Miramar, Santa Monica, California
            Contact: http://www.abiworld.org/

Feb. 23-26, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar I
         Park City, Utah
            Contact: http://www.nortoninstitutes.org/

Feb. 25, 2008
   FINANCIAL RESEARCH ASSOCIATES LLC
      Financial Services Mergers & Acquisitions Deals Forum
         Harvard Club, New York, New York
            Contact: http://www.frallc.com/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Member Appreciation FREE Happy Hour
         One Eyed Jacks, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Feb. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Retail Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Feb. 27, 2008
   BEARD AUDIO CONFERENCES
      Examining the Examiners: Pros and Cons of Using
         Examiners in Chapter 11 Proceedings   
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

Feb. 28, 2008
   BEARD AUDIO CONFERENCES
      New 'Red Flag' Identity Theft Rules
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

Mar. 6-8, 2008
   ALI-ABA
      Fundamentals of Bankruptcy Law
         Mandalay Bay Resort, Las Vegas, Nevada
            Contact: http://www.ali-aba.org/

Mar. 8-10, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Conrad Duberstein Moot Court Competition
         St. John's University School of Law, New York
            Contact: http://www.abiworld.org/

Mar. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Rick Cieri of Kirkland & Ellis
         Jamie Sprayregan of Goldman Sachs
            Bankers Club of Miami, Florida
               Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Dearfoam Slipper Turnaround
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

Mar. 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

Mar. 27-30, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Bankruptcy Litigation Seminar II
         Las Vegas, Nevada
            Contact: http://www.nortoninstitutes.org/

Apr. 3, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      Annual Spring Luncheon
         Renaissance Hotel, Washington, District of Columbia
            Contact: 703-449-1316 or www.iwirc.org

Apr. 3, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - East
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 3-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      26th Annual Spring Meeting
         The Renaissance, Washington, District of Columbia
            Contact: http://www.abiworld.org/

Apr. 7-8, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center New York, New York
               Contact: http://www.pli.edu/

Apr. 10-11, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Ninth Annual Conference on Healthcare -24-24Transactions
         Successful Strategies for Mergers, Acquisitions,
            Divestitures and Restructurings
               The Millennium Knickerbocker Hotel, Chicago
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

Apr. 25-27, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Spring Seminar
         Eldorado Hotel & Spa, Santa Fe, New Mexico
            Contact: http://www.nabt.com/

Apr. 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Why Prospects Become Clients
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

May 1-2, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      2nd Annual Credit & Bankruptcy Symposium
         Foxwoods Resort Casino, Ledyard, Connecticut
            Contact: http://www.turnaround.org//

May 1-2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Debt Symposium
         Hilton Garden Inn, Champagne/Urbana, Illinois
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 9, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Nuts and Bolts for Young Practitioners - NYC
         Alexander Hamilton U.S. Custom House, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      New York City Bankruptcy Conference
         Millennium Broadway Hotel & Conference Center, New York
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 12-13, 2008
   PRACTISING LAW INSTITUTE
      30th Annual Current Developments in
         Bankruptcy & Reorganization
            PLI Center San Francisco, California
               Contact: http://www.pli.edu/

May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
Restructuring/Bankruptcy
         Bankers Club, Miami, Florida
            Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

April 10-11, 2008
   Ninth Annual Conference on Healthcare Transactions
      Successful Strategies for Mergers, Acquisitions,    
         Divestitures and Restructurings
            The Millennium Knickerbocker Hotel, Chicago, Illinois
               Brochure available soon!

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

Beard Audio Conferences presents:

Feb. 27, 2008
    Examining the Examiners: Pros and Cons of Using Examiners
       in Chapter 11 Proceedings
          Speaker: Thomas J. Salerno

For more information, visit:
http://www.beardaudioconferences.com/bin/conference_details?code=B
R-046

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Joseph Medel C. Martirez, Shimero R. Jainga, Ronald C. Sy,
Joel Anthony G. Lopez, Cecil R. Villacampa, Melanie C. Pador,
Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin,
Philline P. Reluya, Ma. Cristina I. Canson, Christopher G.
Patalinghug, Frauline S. Abangan, and Peter A. Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***