TCR_Public/080221.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, February 21, 2008, Vol. 12, No. 44

                             Headlines

ACA CAPITAL: Counterparties Waive Rights and Claims Until April 23
ACCENTIA BIOPHARMA: Dec. 31 Balance Sheet Upside-Down by $74.6 M.
ADAM AIRCRAFT: Files Ch. 7 Petition in Colorado and Cuts 800 Posts
ADVANCED LIVING: Hires Focus Management as Financial Advisor
AEGIS MORTGAGE: Wells Fargo Wants Equity Title's Suit Dismissed

AGILYSYS INC: Acquires Eatec Corporation for $23.2 Million Cash
AMERICAN HOME: Withdraws Request to Hire Deloitte as Tax Experts
AMERICAN HOME: Court Denies CB Richard as Real Estate Broker
AMERICAN SOIL: McKennon Wilson Expresses Going Concern Doubt
AMERICAN WENSHEN: Losses Cue Kabani to Raise Going Concern Doubt

ATLANTIC EXPRESS: S&P Junks Corp. Credit and Secured Debt Ratings
AVETA INC: S&P Puts 'CCC' Credit Rating Under Positive Creditwatch
BANC OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
BENJAMIN ELLIS: Voluntary Chapter 11 Case Summary
BEXAR COUNTY HOUSING: Moody's Affirms 'B1' Rating on Revenue Bonds

BLACKHAWK AUTOMOTIVE: Wants Court's OK to Sell Assets for $20.7MM
BLACKHAWK AUTOMOTIVE: Wants Plan Filing Deadline Moved to May 19
BUFFETS HOLDINGS: $385 Mil. DIP Facility Hearing Moved to Feb. 22
CHAMPION ENTERPRISES: Posts $6MM Net Loss in Quarter Ended Dec. 29
CHIQUITA BRANDS: Posts $26 Mil. Net Loss in Qtr. Ended December 31

COACH AMERICA: Profit Pressues Prompt S&P to Cut Rating to B-
CONGOLEUM CORP: Court Approves Disclosure Statement
CORNERSTONE-CAMERON: White Eagle Wins Bid for Apartments at $16MM
CORPORATE EXPRESS: S&P Puts 'BB-' Credit Rating Under Pos. Watch
CROSSFIRE ENERGY: Lender to Ask Alberta Court to Name Receiver

CRYOPORT INC: Posts $1.2M Net Loss in 3rd Qtr. Ended Dec. 31
DELPHI CORP: Hearing to Consider Bearings Biz Sale Set Today
DELPHI CORP: Wants to Strike Non-Conforming Cure Objections
DELPHI CORP: Cuts CEO Rodney O'Neal's Emergence Incentive to $1MM
DURA AUTOMOTIVE: Backstop Rights Deal with Pacificor LLC Expires

DURA AUTOMOTIVE: Wants Court to Approve Amended 2008 KMIP
ELITE PHARMA: Posts $2.8M Net Loss in 3rd Qtr. Ended Dec. 31
ESSENTIAL INNOVATION: Peterson Sullivan Raises Going Concern Doubt
EUROFRESH INC: Moody's Rating Unmoved by Deal to Refinance Debt
F.C.D.C. COAL: Involuntary Chapter 11 Case Summary

FIRST MAGNUS: Seeks Court's Approval of Settlement Pact with UBS
FIRST MAGNUS: Court Grants Allegra's Request for Deposition
FIRST MAGNUS: Court Orders WNS' Subpoena for Arizona Bank Quashed
FIRST NLC: Court Appoints Berger Singerman as Counsel
FORTUNOFF: May Pay Up to $3 Million Prepetition Delivery Charges

FORTUNOFF: El-Kam Realty and Century Road Demand Lease Payments
FREEPORT-MCMORAN: Moody's Lifts Ratings on Strong Earnings
FRONTLINE CAPITAL: Wants Plan Filing Deadline Moved to May 2
GE CAPITAL: Moody's Affirms B3 Rating on $5.944MM Class O Certs.
GE CAPITAL: Moody's Junks Ratings on Two Certificate Classes

GEN CON: Says Bankruptcy Won't Interrupt Operations and Events
GENER8XION ENTERTAINMENT: Farber Hass Raises Going Concern Doubt
GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $32.3 Mil.
G-I HOLDINGS: Court Approves Dewey & Lebeouf as Counsel
GS MORTGAGE: Moody's Chips Rating on $28.18MM Class G Certs. to B1

GS MORTGAGE: S&P Junks Two Certs. Ratings, Removes Neg. Watch
HDB LLC: Lenders Ask Court to Appoint Chapter 11 Trustee
HOLLEY PERFORMANCE: Taps Epiq as Claims and Noticing Agent
ICC WORLDWIDE: Holtz Rubenstein Expresses Going Concern Doubt
INTRAOP MEDICAL: Dec. 31 Balance Sheet Upside-Down by $1.4M

INTREPID TECH: Posts $731T Net Loss in 2nd Qtr. Ended Dec. 31
IWT TESORO: Judge Glenn Sets March 17 as Claims Bar Date
KESSELRING HOLDING: Posts $1.3 Mil. Net Loss in Qtr. Ended Dec. 31
KIMBALL HILL: Gets Limited Access to Loan Facility Until March 14
KKR FINANCIAL: Gets Extension of SLN Maturity Date to March 3

KRONOS ADVANCED: Dec. 31 Balance Sheet Upside-Down by $2M
LB COMMERCIAL: Moody's Cuts Ratings on $30.937 Mil. Certificates
LEVITT & SONS: Wachovia Says It Is Not Obligated to Release Homes
LEVITT AND SONS: SHR Bonita Wants Deed & Escrow Pact Approved
LILLIAN VERNON: Case Summary & 30 Largest Unsecured Creditors

MARCAL PAPER: Settles Federal Environmental Claims with EPA
MBIA INC: Former CEO Returns to Lead Company Through Challenges
MERRILL LYNCH: Moody's Holds Low-B Ratings on Two Cert. Classes
MERRILL LYNCH: Moody's Holds B3 Rating on $3.513MM Class K Certs.
MOHEGAN TRIBAL: $1 Bil. Credit Facility Amendment Gets Lenders OK

MEDQUEST INC: $177MM Notes Redemption Cues S&P to Withdraw Ratings
M/I HOMES: S&P Slashes Preferred Stock Rating to CCC+ from B-
MORGAN STANLEY: S&P Affirms Low-B Ratings on Five Cert. Classes
NAISER ADVERTISING: Case Summary & 11 Largest Unsecured Creditors
NEW YORK RACING: Court Extends Exclusive Plan Filing Period

NASH FINCH: Seeks $18 Mil. in Damages from Roundy's Supermarkets
NOWAUTO GROUP: Dec. 31 Balance Sheet Upside-Down by $584T
ORBIT PETROLEUM: Files for Chapter 11 Reorganization in New Mexico
PEOPLE'S CHOICE: Fitch Chips Ratings on 15 Certificate Classes
PLASTECH ENGINEERED: Johnson Controls Mulled on Acquiring Plastech

PLASTECH ENGINEERED: Taps Lazard Freres as Financial Advisor
PLASTECH ENGINEERED: To Hire Skadden Arps as Bankruptcy Counsel
POLAR MOLECULAR: Case Dismissal Hearing Slated for March 13
PROSPECT MEDICAL: Inks Forbearance Arrangements with Lenders
QUEBECOR WORLD: Quebec Court Extends CCAA Protection Until May 12

QUEBECOR WORLD: Joint Administrators Close British Printing Plant
QUEBECOR WORLD: Franklin Resources Holds 1,105 Sub. Voting Shares
QUEBECOR WORLD: New Pact with Clients to Yield $75 Mil. Annually
REBECCA CARTEE: Case Summary & Three Largest Unsecured Creditors
RED MILE: Posts $2.8M Net Loss in 3rd Quarter Ended Dec. 31

REMOTEMDX INC: Posts $2.3M Net Loss in 1st Qtr. Ended Dec. 31
RESIDENTIAL FUNDING: Fitch Junks Ratings on 22 Certificate Classes
RESMAE MORTGAGE: Fitch Cuts Ratings on $421.4 Million Certificates
ROUNDY'S SUPERMARKETS: Claims Nash Finch Violated APA Terms
SANMINA-SCI: Inks Assets Sale Agreement with Foxteq Holdings

SHARPER IMAGE: Files for Bankruptcy Protection
SHARPER IMAGE CORP: Case Summary & 20 Largest Unsecured Creditors
SITEL WORLDWIDE: Weak Profitability Cues S&P to Lower Rating to B
SOLERA HOLDINGS: S&P Lifts Rating on Improved Credit Metrics
SOTER 2007-GSC: S&P Slashes Notes Rating to B- from AAA

SPACEHAB INC: Buying 55,000 Series D Pref. Shares for $5.5 Million
SQUARED CDO: Moody's Downgrades Ratings on Six Note Classes to Ca
ST. JOE COMPANY: Mulls Slashing 780 Out of 980 Direct Positions
SYNOVICS PHARMACEUTICALS: Miller Ellin Raises Going Concern Doubt
TEKNI-PLEX INC: Credit Amendment Cues S&P to Affirm 'CC' Rating

TITAN GLOBAL: Board OKs Split into Four Separate Public Companies
TYSON FOODS: Expects Business Success Despite Costs Challenges
UAL CORPORATION: Various Entities Disclose Stake Ownership
UNITED ENERGY: Posts $594T Net Loss in 3rd Qtr. Ended Dec. 31
UNITED SUBCONTRACTORS: Moody's Cuts Corporate Family Rating to B3

UPSNAP INC: Posts $80T Net Loss in 1st Quarter Ended Dec. 31
URSTADT BIDDLE: Secures $50 Mil. Unsec. Revolving Credit Facility
VICTOR PLASTICS: Committee Taps Kalina Wills as Bankruptcy Counsel
VICTOR PLASTICS: U.S. Trustee Appoints 5-Member Creditors Panel
WALTER INDUSTRIES: To Close 36 Jim Walter Homes Sales Centers

WESTSHORE GLASS: Files Schedules of Assets and Liabilities
WESTMORELAND COAL: Inks Deal to Refinance Roanoke Valley Project
WHOLE FOODS: Earns $39.1 Million in Quarter Ended January 20
WICKES FURNITURE: U.S. Trustee Appoints 7-Member Creditors Panel
WICKES FURNITURE: Taps Greenberg Traurig as Bankruptcy Counsel

WILLOW CREEK FUELS: Voluntary Chapter 11 Case Summary
WORNICK COMPANY: Asks Court to Approve $35MM DIP Credit Facility
WORNICK COMPANY: Asks Court to Approve Asset Sale to Viren
ZIM CORPORATION: Earns $156T in Third Quarter Ended Dec. 31

* Fitch Says Equipment Lease Delinquencies Rise Slightly in 2007
* Real Estate Prices Drop to 1.5% in Dec., Moody's Report Shows  
* Moody's Sees Neg. Outlook for U.S. Gaming and Lodging Sectors
* Moody's Says Fin'l Guarantors' Credit Risks Might Affect Banks
* Moody's Says Failures in Auction Rate Markets May Press Ratings

* S&P Lowers Ratings on 125 Tranches from 18 U.S. Hybrid CDOs

*Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ACA CAPITAL: Counterparties Waive Rights and Claims Until April 23
------------------------------------------------------------------
ACA Capital Holdings Inc. entered into a third forbearance
agreement with its Structured Credit and other similarly situated
counterparties.  This agreement, which is of longer term than the
two preceding agreements, will remain effective through 6:00 p.m.,
New York City local time, on April 23, 2008.  

Under the agreement, the counterparties will continue to waive all
collateral posting requirements, termination rights and policy
claims relating to the rating of ACA Financial Guaranty
Corporation, ACA Capital's financial guaranty insurance
subsidiary, under their respective transaction documents including
any credit support annexes and similar agreements.

The extended forbearance period will permit the company and its
counterparties to continue their productive discussions to develop
a lasting solution for the company's capital and liquidity issues.

During this period, the company plans to work with its financial
advisor, The Blackstone Group, to further build upon the
significant progress achieved since early December 2007.  The
company seeks to finalize the terms of a solution by the end of
this extended forbearance period and to proceed to closing as soon
as practicable thereafter.

                       About ACA Capital

ACA Capital Holdings Inc. (NYSE: ACA) (OTC BB: ACAH.PK) --
http://www.aca.com/-- is a holding company that provides
financial guaranty insurance products to participants in the
global credit derivatives markets, structured finance capital
markets and municipal finance capital markets.  It also provides
asset management services to specific segments of the structured
finance capital markets.  The company participates in its target
markets both as a provider of credit protection through the sale
of financial guaranty insurance products, for risk-based revenues,
and as an asset manager, for fee-based revenues.  ACA Capital has
offices in New York, London, and Singapore.

ACA Capital, through ACA Financial Guaranty Corporation, provides
credit protection products.  ACA Financial insures the principal
and interest of bonds issued in the public finance market and
targets the low investment grade ("BBB-") to high non-investment
grade ("BB") portion of the public finance market.  Typically,
ACA Financial is paid one payment for insurance, up-front, based
on the total amount of principal and interest insured.  The
payments received are held in reserve and earn out over the life
of the related financial guaranty, nominally 30 years.  At
Sept. 30, 2007, ACA Financial had $7.0 billion of gross par
exposure in its public finance business.

                          *     *     *

ACA Capital's balance sheet as of Sept. 30, 2007, showed total
assets of $4.9 billion, total liabilities of $5.8 billion, and
minority interest of $9.5 million, resulting in total
stockholders' deficit of $883.3 million.


ACCENTIA BIOPHARMA: Dec. 31 Balance Sheet Upside-Down by $74.6 M.
-----------------------------------------------------------------
Accentia Biopharmaceuticals Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $37.8 million in total assets,
$107.5 million in total liabilities, and $4.9 million in non-
controlling interest in variable interest entities, resulting in a
$74.6 million total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $18.7 million in total current
assets available to pay $76.7 million in total current
liabilities.

Accentia's first quarter net loss, on a fully consolidated basis,
including Biovest International Inc., was $24.8 million, compared
to $30.6 million reported for the same three month period in
fiscal 2007.  Of this loss, $17.6 million, or approximately 71.0%
was the result of non-cash charges such as accretion of  
capitalized finance cost, derivative loss and loss on
extinguishment of debt.

On a fully consolidated basis, net sales for the three months
ended Dec. 31, 2007, were $4.3 million, compared with $5.9 million
for the same period ended Dec. 31, 2006.  This decrease was
primarily attributed to a decrease of $1.3 million in net sales in
the company's Specialty Pharmaceuticals segment primarily due to
the divestiture of its  Xodol and Histex product lines, the
discontinuance of its Respi-Tann G product line, product returns
and, to a lesser extent, a decrease in net sales of its Analytica
subsidiary.

Consolidated research and development costs were $3.8 million for
the first fiscal quarter, compared with $4.4 million for the same
fiscal quarter in 2007.  This 13.0% decrease was largely due to
the company's Biovest subsidiary reducing R&D expenses as its
clinical trial costs have declined considerably in advance of the
pending interim analysis of Phase 3 results for BiovaxID(TM).
Biovest expects to file for conditional approval for BiovaxID in
the U.S. and Europe, assuming positive results.  The Biovest
decrease in R&D expenses of $2.0 million was partially offset by
an increase of $1.4 million in the Phase 3 clinical trial expense
for SinuNase.

At Dec. 31, 2007, Accentia had approximately $629,518 of cash and
cash equivalents, and approximately $5.0 million in restricted
cash, of which $3.2 million was attributed to Biovest.  As
previously reported, Biovest secured an $8.5 million financing in
December.  Subsequent to December 31, Accentia received proceeds
from a private placement of approximately $8.7 million of
convertible preferred stock.  The company expects to have access
to additional sources of capital following the unblinding of the
SinuNase and BiovaxID Phase 3 clinical trials data, including
through potential corporate collaborations and licensing
agreements.

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?2842

                       Going Concern Doubt

Aidman, Piser & Company P.A., in Tampa, Florida, expressed
substantial doubt about Accentia Biopharmaceuticals Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the years ended Sept. 30,
2007, and 2006.  The auditing firm reported that the company
incurred cumulative net losses of approximately $164.1 million
during the three years ended Sept. 30, 2007, $57.8 million of
which was attributable to their 76% owned subsidiary, and, as of
that date, had a working capital deficiency of approximately
$53.1 million.

                About Accentia Biopharmaceuticals

Based in Tampa, Florida, Accentia BioPharmaceuticals Inc. (Nasdaq:
ABPI) -- http://www.accentia.net/-- is a vertically integrated  
biopharmaceutical company focused on the development and
commercialization of drug candidates that are in late-stage
clinical development and typically are based on active
pharmaceutical ingredients that have been previously approved by
the FDA for other indications.  The company's lead product
candidate is SinuNase(TM), a novel application and formulation of
a known therapeutic to treat chronic rhinosinusitis.

Additionally, the company has acquired the majority ownership
interest in Biovest International Inc. and a royalty interest in
Biovest's lead drug candidate, BiovaxID(TM) and any other biologic
products developed by Biovest.  The company also has a specialty
pharmaceutical business, which markets products focused on
respiratory disease and an analytical consulting business that
serves customers in the biopharmaceutical industry.


ADAM AIRCRAFT: Files Ch. 7 Petition in Colorado and Cuts 800 Posts
------------------------------------------------------------------
Adam Aircraft Inc. filed for chapter 7 liquidation with the U.S.
Bankruptcy Court for the District of Colorado on Feb. 15, 2008,
Rocky Mountain News and Denver Business Journal relate, citing
court documents.

Adam Aircraft's 500 workers in Colorado and 300 in Utah will be
laid off while chairman and chief executive officer, John Wolf,
left his post effective as of the bankruptcy filing, Bizjournal
reports.

Rocky Mountain reveals the Debtor listed assets between $1 million
and $10 million, and debts between $50 million and $100 million in
a court filing.  According to the filing, the Debtor owes money to
almost a thousand creditors, Rocky Mountain adds.

                     Colorado Biz Suspended

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Adam Aircraft Inc. said on its Web site that it suspended
operations Monday at its facilities in Colorado.  Adam Aircraft
said the move was "difficult but necessary."

The measure, according to the company, was required due to its
inability to come to terms with their lender for funding necessary
to maintain business operations.  At that time, the company was
currently exploring all of its alternatives and will provide
further guidance when decisions are made.

                       Need for Financing

The TCR related on Jan. 25, 2008, that Adam Aircraft must secure
two financing transactions otherwise it would be forced to
liquidate, as stated in a letter by CEO John Wolf to stockholders.

Although the company had already secured $5.5 million in December
2007, it needed to obtain $30.5 million by the end of January.
According to the letter, the company must successfully complete
the $30.5 million transaction in order for the company to obtain
at least a $100 million equity financing led by Citibank sometime
in May 2008.

The Debtor had tried to lure investors by offering 49.9% equity
interest in a newly formed subsidiary in exchange for funding
needed in January.

                       About Adam Aircraft

Denver, Colorado-based Adam Aircraft Inc., aka Adam Aircraft
Industries -- http://www.adamaircraft.com/-- designs and  
manufactures advanced aircraft for civil and government markets.  
The A500 twin-engine piston aircraft has been Type Certified by
the FAA, and the A700, which is currently undergoing flight test
and development.


ADVANCED LIVING: Hires Focus Management as Financial Advisor
------------------------------------------------------------
Focus Management Group has been appointed Financial Advisor to
Advanced Living Technologies, Inc. under an Order entered by the
United States Bankruptcy Court for the Western District of Texas,
San Antonio Division effective Jan. 9, 2008.  

Advanced Living Technologies Inc. is a not for profit owner of
nursing homes and rehabilitation centers.  ALT owns and operates
six facilities throughout southeast Texas.  ALT filed a petition
for voluntary reorganization under Chapter 11 in the Western
District of Texas United States Bankruptcy Court on Jan. 9, 2008.  

Focus Management Group is providing ALT with advisory services in
the planning of its Chapter 11 filing and is assisting the Company
in the preparation of its Plan of Reorganization and the internal
administration of its Chapter 11 case.    

The Focus restructuring and bankruptcy advisory team is led by
James Hopwood, a managing director of Focus Management Group with
over 20 years of experience supporting under-performing businesses
in diverse industries including healthcare.

Mr. Hopwood is a restructuring specialist with extensive
leadership experience in Chapter 11 reorganizations, financial
restructuring and operational turnarounds in the healthcare
industry.  He can be reached at (773) 724-2082.

                      About Advanced Living

Headquartered in Austin, Texas, Advanced Living Technologies,
Inc., owns and operates nursing homes.  The company filed for
Chapter 11 protection on January 9, 2008 (Bankr. W.D. Tex. Case.
No.08-50040).  Patricia Baron Tomasco, Esq., at Brown McCarroll,
L.L.P., represents the Debtor.  When the company filed for
protection from its creditors, it listed between $1 million and
$10 million in assets and debts.


AEGIS MORTGAGE: Wells Fargo Wants Equity Title's Suit Dismissed
---------------------------------------------------------------
Wells Fargo Bank, N.A., formerly known as Wells Fargo Home
Mortgage Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to dismiss a complaint filed by Equity Title of Nevada,
in its entirety.

Karen C. Bifferato, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, contends that the Court cannot enter a
declaratory judgment with respect to the disbursements made by
Equity Title to Wells Fargo since the bank did not receive any
property from Aegis Mortgage Corporation or its debtor-affiliates.

                      Equity Title Lawsuit

Equity Title sued Aegis Wholesale Corporation in September 2007 to
recover certain payments Equity Title made before the Debtors
filed for bankruptcy.

Equity Title acted as agent for a sale transaction between Bernard
and Gloria Rubins, and Joseph and Evelyn Reyeses in Nevada.  The
Reyeses intended to buy from the Rubinses certain real estate
property.

Aegis Wholesale acted as lender in the transaction and established
a $199,000 loan.  The Debtor allegedly provided the Reyeses a
check for $199,954 to fund the loan.

At the time of the transaction, Wells Fargo Home Mortgage, Inc.
and Community One Federal Credit Union maintained secured loans
with respect to the property, which amount to $58,481 and
$94,287.   

Pursuant to the transaction, a promissory note naming the Debtor
as payee, and a Deed of Trust with the Debtor as beneficiary,
were executed and recorded.

On August 1, 2007, Equity Title deposited the funding check into
its trust account so that it could disburse the funds.  The loan
was used to pay the balances with Wells Fargo and Community One,
and to pay certain closing costs.  The Rubinses were paid the
balance of the funds, which amounts to $20,681.

Equity Title said it wasn't aware at that time that the Debtor has
ceased all mortgage activity, closed its business and terminated
its employees.

After Equity Title disbursed the loan as it was required to do
under the transaction, the funding check was returned for
insufficient funds.  Prior to the bankruptcy filing, the funding
check was dishonored by the Debtor's bank.  Consequently, the Loan
was never funded by the Debtor.

The Debtor refused Equity Title's requests to fund the loan or
acknowledge that it does not own the loan due to its failure to
provide funding.  Wells Fargo and Community One, Equity Title
says, refused to return the amounts paid to them pursuant to the
transaction despite their knowledge that the loan was not funded
by the Debtor.

Aegis Wholesale has argued that the loan is a property of its
bankruptcy estate despite the fact that there was no consideration
for the loan.

In its complaint, Equity Title asked the Court to declare that the
loan and its proceeds are not property of Aegis Wholesale's
estate, and that the loan and the transaction are invalid because
the Debtor failed to provide consideration for the loan.

                    Wells Fargo's Arguments

"By Equity Title's own allegations, the funds used to make the
disbursements came from Equity Title and not the Debtor.  Because
the money paid to Wells Fargo did not come from the Debtor, the
disbursements cannot be considered property of the Debtor, or
consequently, its estate," Ms. Bifferato points out.  She adds
that the Court does not have jurisdiction over non-estate
property and thus, cannot enter a declaratory judgment.

"[Equity Title] does not have a standing to challenge or rescind
the loan or the [sale transaction].  It has failed to allege any
facts that suggest it was a contracting party to either the loan
or the transaction," Ms. Bifferato says.  She points out that
Equity Title can only ask for rescission of the loan and the
transaction if the Court finds that it does not have any rights
or interests in the loan.

"In this case, it appears that [Equity Title] ended up simply
loaning money to the Debtor.  This makes [Equity Title] a creditor
of the Debtor, not a contractual party to the loan or to the
transaction," Ms. Bifferato argues.

According to Ms. Bifferato, the proper remedy is monetary damages
to Equity Title and not rescission since the loan and the
transaction have been substantially performed.

"Similarly, [Equity Title] cannot rescind the loan and the
transaction if third party rights have vested," Ms. Bifferato  
points out, adding that the seller's debt to Wells Fargo was paid
as part of the sale transaction.

"Therefore, to the extent that Wells Fargo may be considered a
beneficiary of the loan or the transaction, the [bank's] rights
have vested," Ms. Bifferato argues. "Once vesting has occurred,
the original parties to the contract are both bound to perform
the contract, and any effort by a party to the contract to
rescind or modify [it] is void."

Rescission based on mutual mistake should not be permitted,
Ms. Bifferato asserts, saying that Equity Title assumed the risk
that the loan would not actually be funded by the Debtor by
making disbursements and recording the deed of trust and
promissory note before the funding check cleared.

"Equity Title has failed to allege any facts in the complaint
that address mistake by all parties to the transaction so that it
should be rescinded," Ms. Bifferato notes.  "Wells Fargo did not
care or know what the source was or supposed to be of the  
disbursements that were made to the bank in the transaction."

              Aegis Disputes Equity Title Allegations

In a separate filing, Aegis Mortgage Corporation asks the Court to
issue a decision avoiding any interest Equity Title may have in
the mortgage loan.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, argues that any interest of Equity Title
would be subject to:

     (a) a creditor that extends credit to the debtor at the time
         of the commencement of the case, and that obtains a
         judicial lien on all property, which a creditor on a
         simple contract could have obtained the judicial lien;
         and

     (b) a creditor that extends credit to the debtor at the time
         of the commencement of the case, and obtains an
         execution against the debtor that is returned
         unsatisfied at that time, whether or not the creditor
         exists.

Mr. O'Neill further argues that the complaint failed to state
facts sufficient to constitute a claim against Aegis Mortgage.  
He adds that Equity Title's claims are barred by the doctrine of
set-off of claims Aegis Mortgage held against Equity Title.

            Equity Title Refutes Debtor's Counterclaim

Equity Title says the mortgage loan is not property of the
Debtors' estates.  The Debtors, it notes, have mere legal title to
the Loan, but Equity Title has equitable title to the Loan.

Equity asks the Court to dismiss the Debtors' counterclaim with
prejudice.

                       About Aegis Mortgage

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

The company together with 10 affiliates filed for chapter 11
protection on Aug. 13, 2007 (Bankr. D. Del. Case No. 07-11119)
Curtis A. Hehn, Esq., James E. O'Neill, Esq., Laura Davis Jones,
Esq., and Timothy P. Cairns, Esq., at Pachulski, Stang, Ziehl, &
Jones, L.L.P., serve as counsel to the Debtors.  The Official
Committee of Unsecured Creditors is represented by Landis Rath &
Cobb LLP.  In schedules filed with the Court, Aegis disclosed
total assets of $138,265,342 and total debts of $4,125,470.  The
Debtors' exclusive period to file a plan of reorganization expires
on April 9, 2008.

(Aegis Bankruptcy News, Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AGILYSYS INC: Acquires Eatec Corporation for $23.2 Million Cash
---------------------------------------------------------------
Agilysys Inc. acquired Eatec Corporation for a purchase price of
$23.2 million, net of cash.  The acquisition will be funded with
the company's cash on hand.  
    
Eatec's software, EatecNetX, is a recognized, open architecture-
based, inventory and procurement management system.  It provides
customers with the data and information necessary to increase
sales, reduce product costs, improve back-office productivity and
increase profitability.  Eatec customers include restaurants,
hotels, stadiums and entertainment venues in North America and
around the world well as many public service institutions.

EatecNetX's core functions include purchasing, inventory, recipe,
forecasting, production and sales analysis.  Additionally, the
solution offers catering, restaurant, concessions, manufacturing,
retail/merchandising and airline catering modules in one
integrated solution.

"This acquisition further enhances our position as a leading
inventory and procurement solution provider to the hospitality and
foodservice markets," Arthur Rhein, chairman, president and chief
executive officer of Agilysys, said.  "Similar to our previous
acquisitions of Visual One Systems and InfoGenesis, the Eatec
acquisition complements and expands our offerings, allowing us to
better serve our customers."

In addition to being a stand-alone software application, EatecNetX
will be interfaced with Agilysys' point-of-sale offerings to
create a complete end-to- end solution for customers in the
foodservice industry.

Agilysys hospitality solution offerings are among the most
comprehensive in the market, with solutions to cover the
hospitality industry's information technology needs. Agilysys
hospitality solutions include property management, inventory
procurement, point-of-sale, golf management, club management,
condo accounting, spa, sales and catering, dining reservations,
business analytics and document management.

                     About Eatec Corporation

Eatec Corporation -- http://www.eatec.com/-- is a privately held  
developer and marketer of inventory and procurement software.
with U.S. headquarters in Emeryville, California.

                        About Agilysys Inc.

Based in Mayfield Heights, Ohio, Agilysys Inc. (Nasdaq: AGYS) --
http://www.agilysys.com/-- is one of the distributors and       
resellers of enterprise computer technology solutions.  The
company is delivering complex server and storage hardware,
software and services to resellers, large and medium-sized
corporate customers, well as public-sector clients across a
diverse set of industries.  In addition, the company provides
customer-centric software applications and services focused on the
retail and hospitality markets.  Agilysys has sales offices
throughout the United States and Canada.

                          *     *     *

Standard and Poor's placed Agilysys Inc.'s long-term foreign and
local issuer credit ratings at "BB-" in October 2004.  The ratings
still hold to date.


AMERICAN HOME: Withdraws Request to Hire Deloitte as Tax Experts
----------------------------------------------------------------
American Home Mortgage Investment Corp. has withdrawn its request
before the U.S. Bankruptcy Court for the District of Delaware, to
employ Deloitte Tax LLP as their tax experts.  The Debtors did not
state the basis of the withdrawal

Kelly Beaudin Stapleton, United States Trustee for Region 3, had
objected to the Application saying that, among other things,
Deloitte Tax is not a "disinterested person" because it has an
interest materially adverse to both the interests of the Debtors'
bankruptcy estates and a class of their equity security holders
by reason of Deloitte & Touche LLP's prepetition connections with
the Debtors.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage   
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.  As of March 31, 2007, American Home
Mortgage's balance sheet showed total assets of $20,553,935,000,
total liabilities of $19,330,191,000.  The Debtors' exclusive
period to file a plan expires on March 3, 2008.  (American Home
Bankruptcy News, Issue No. 26, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN HOME: Court Denies CB Richard as Real Estate Broker
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware denied
American Home Mortgage Investment Corp.'s request to employ
CB Richard Ellis Inc., as real estate broker.

Kelly Beaudin Stapleton, United States Trustee for Region 3,
previously questioned why, as a threshold matter, the Debtors are
seeking to employ CB Richard Ellis to market a property, which is
not property of the bankruptcy estates.

Based in Melville, New York, American Home Mortgage Investment
Corp. (NYSE: AHM) -- http://www.americanhm.com/-- is a mortgage   
real estate investment trust engaged in the business of investing
in mortgage-backed securities and mortgage loans resulting from
the securitization of residential mortgage loans originated and
serviced by its subsidiaries.

American Home Mortgage and seven affiliates filed for
chapter 11 protection on Aug. 6, 2007 (Bankr. D. Del. Case Nos.
07-11047 through 07-11054).  James L. Patton, Jr., Esq., Joel A.
Waite, Esq., and Pauline K. Morgan, Esq. at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors.  Epiq Bankruptcy
Solutions LLC acts as the Debtors' claims and noticing agent.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
LLP as its counsel.  As of March 31, 2007, American Home
Mortgage's balance sheet showed total assets of $20,553,935,000,
total liabilities of $19,330,191,000.  The Debtors' exclusive
period to file a plan expires on March 3, 2008.  (American Home
Bankruptcy News, Issue No. 26, Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICAN SOIL: McKennon Wilson Expresses Going Concern Doubt
------------------------------------------------------------
McKennon Wilson & Morgan LLP in Ervine, Calif., raised substantial
doubt about the ability of American Soil Technologies Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Sept. 30, 2007.  The
auditing firm stated that the company has incurred losses in
recent history, and has significant working capital and
accumulated deficits.

The company posted a net loss of $3,112,030 on total revenues of
$764,591 for the nine months ended Sept. 30, 2007, as compared
with a net loss of $3,203,173 on total revenues of $586,003 in the
year ended Dec. 31, 2006.

At Sept. 30, 2007, the company's balance sheet showed $3,942,044
in total assets and $4,424,499 in total liabilities, resulting in
$482,455 stockholders' deficit.  

The company's consolidated balance sheet at Sept. 30, 2007, also
showed strained liquidity with $378,904 in total current assets
available to pay $2,672,426 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?282e

                       About American Soil

Based in Pacoima, California, American Soil Technologies Inc.
(SOYLE.OB) -- http://www.americansoiltech.com-- develops,  
manufactures, and markets polymer soil amendments to the
agricultural, turf, and horticulture industries in North America.
It manufactures three primary products: Agriblend, a soil
amendment developed for agriculture; Soil Medic, a slow release
liquid fertilizer; and Nutrimoist, developed for homes, parks,
golf courses, and other turf related applications.  The company
was founded in 1993.


AMERICAN WENSHEN: Losses Cue Kabani to Raise Going Concern Doubt
----------------------------------------------------------------
Kabani & Company, Inc., raised substantial doubt about the ability
of American Wenshen Steel Group, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Sept. 30, 2007.  The auditor pointed to the
company's significant operating losses and insufficient capital  

The company posted a net loss of $595,290 on net sales of
$1,162,555 for the year ended Sept. 30, 2007, as compared with a
net loss of $117,544 on net sales of $93,707 in the prior year.

At Sept. 30, 2007, the company's balance sheet showed $5,271,804
in total assets, $532,997 in total liabilities and $4,738,807
stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?282c  

                     About American Wenshen

American Wenshen Steel Group, Inc. (OTC BB: AWSH.OB), through its
subsidiary, Chaoyang Liaogang Special Steel Co., Ltd.,
manufactures tungsten carbide steel, stainless steel, and die
steel in the People's Republic of China.  Its tungsten carbide
steel is used for tools, dies, and precision measuring
instruments, as well as gears and bearings.  The company produces
stainless steel primarily for the cookware and tableware industry.  
The company was founded in 2004 and is based in New York City.


ATLANTIC EXPRESS: S&P Junks Corp. Credit and Secured Debt Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating and senior secured debt ratings on Atlantic Express
Transportation Corp. to 'CCC+' from 'B-' and placed the ratings on
CreditWatch with negative implications.
      
"The rating actions and CreditWatch placement reflect
worse-than-expected operating performance, a deteriorating
financial profile, and increasing liquidity constraints," said
Standard & Poor's credit analyst Funmi Afonja.  "The CreditWatch
also reflects our expectations of continued earnings and cash flow
pressures due to rising fuel prices at a time when the company
does not hedge for its fuel cost, and higher labor costs trends
that are likely to continue over the next 6 to 12 months."
     
Atlantic Express is one of the larger providers of school bus
transportation in the U.S. and the leading provider in New York
City.  School bus services account for about 88% of revenues.  The
company also provides paratransit services for disabled
passengers, and other services, including express commuter lines
and tour buses.
     
Atlantic Express's liquidity is tightly constrained and may not be
adequate to meet debt service requirements over the next year.  At
Dec. 31, 2007, the company had $1.2 million of cash, $10.5 million
available under its $35 million revolving credit facility, and
modest availability under its $10 million letter-of-credit
facility.  The revolving credit facility and the LOC facility both
expire in 2011.  The credit facility has a financial covenant
requirement of minimum last-12-months EBITDA of $26 million, which
will only be tested if excess availability falls below a certain
threshold.  Under the newest covenant amendment which expires on
Feb. 19, 2009, excess availability at Dec. 31, 2007, was above the
threshold.  However, the senior lender recently increased
borrowing base reserves for the company's interest rate swap
agreements, further exacerbating liquidity constraints as the
company approaches its peak borrowing requirement during the
fiscal (Sept. 30, 2008) quarter.  A continuation of or increase in
these reserves would have a significant adverse effect on the
company's liquidity over the next several months.
     
S&P will assess the company's operating prospects and liquidity in
resolving the CreditWatch.  S&P could lower ratings further if
liquidity constraints increase.


AVETA INC: S&P Puts 'CCC' Credit Rating Under Positive Creditwatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC' counterparty
credit rating on Aveta Inc. on CreditWatch with positive
implications.
      
"The rating was placed on CreditWatch positive in connection with
improved financial performance that is likely to result in better
earnings quality and enhanced financial flexibility," said
Standard & Poor's credit analyst Joseph Marinucci.
     
For most of 2007, Aveta focused strongly on key remediation
initiatives that included new senior executives, network
recontracting, and buildup of medical management infrastructure.  
The 'CCC' rating on Aveta still best reflects the ongoing
uncertainty about the company's credit profile.
     
The rating could be raised by one or two notches in second-quarter
2008 if year-end 2007 results were to be in line with earnings and
cash flow trends that have emerged throughout the second-half of
2007.  S&P also expect Aveta to be compliant with all financial
covenants for the first-quarter 2008 filing period.
     
S&P intend to meet with Aveta's management soon to review year-end
2007 financial results and further discuss its prospective capital
and strategic plans.  Following the review, the ratings could be
raised by as a much as two notches with a stable or positive
outlook.


BANC OF AMERICA: Stable Performance Cues Fitch to Hold Ratings
--------------------------------------------------------------
Fitch Ratings affirmed Banc of America Commercial Mortgage Inc.'s
commercial mortgage pass-through certificates, series 2001-1, as:

  -- $462.6 million class A-2 at 'AAA';
  -- $43.8 million class A-2F at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $35.6 million class B at 'AAA';
  -- $21.3 million class C at 'AAA';
  -- $19 million class D at 'AAA';
  -- $9.5 million class E at 'AAA';
  -- $9.5 million class F at 'AAA';
  -- $19 million class G at 'AA';
  -- $14.2 million class H at 'A-';
  -- $13.3 million class J at 'BBB';
  -- $23.5 million class K at 'BB';
  -- $2.1 million class L at 'BB-';
  -- $5.5 million class M at 'B+';
  -- $6.8 million class N at 'B-/DR1';
  -- $5.6 million class O at 'C/DR6'.

Class A-1 has been paid in full.

The affirmations are due to the stable performance of the
transaction since Fitch's last rating action.  As of the January
2008 distribution date, the pool's aggregate balance has decreased
27.1% to $691.2 million from $948.1 million at issuance.  Thirty-
eight loans (36.2%) have defeased since issuance.

Fitch has designated 22 loans (17.1%) as Fitch Loans of Concern.  
These include the three specially serviced assets (2.6%) and four
of the top ten loans in the transaction, as well as loans with low
cash flow and occupancy.

The largest Fitch Loan of Concern, which is the second largest
loan (2.4%) in the pool, is an office property in Phoenix,
Arizona, which has been performing poorly since 2003 due to
occupancy issues and a competitive market.  The loan remains
current, and occupancy has increased to 88% as of June 2007 from
82% at year-end 2006.

The second largest Loan of Concern (2.2%) is an office property
Bellevue, Washington which has experienced a decline in cash flows
due to fluctuations in occupancy.  Occupancy as of September 2007
was 93% with a debt-service coverage ratio of 0.98 times.

The two largest specially serviced assets (2.2%) are real-estate
owned multi-family properties in Columbia, Missouri.  The
properties were transferred to special servicing due to monetary
default.

The third largest specially serviced asset (0.4%) is an REO office
property in Greenville, South Carolina.  The special servicer is
working to stabilize the property before marketing the property.

Fitch expected losses are anticipated to impact class O.


BENJAMIN ELLIS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Benjamin Joseph Ellis
         Christine T.D. Ellis
         553 North Kimberlee Way
         Chandler, AZ 85225

Bankruptcy Case No.: 08-01521

Chapter 11 Petition Date: February 19, 2008

Court: District of Arizona (Phoenix)

Debtors' Counsel: Gary V. Ringer, Esq.
                  7303 West Boston Street
                  Chandler, AZ 85226
                  Tel: (480) 705-7550
                  Fax: (480) 705-7503
                  garyvringler@earthlink.net

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

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


BEXAR COUNTY HOUSING: Moody's Affirms 'B1' Rating on Revenue Bonds
------------------------------------------------------------------
Moody's Investors Service affirmed the ratings on Bexar County
Housing Finance Corporation Multifamily Housing Revenue Bonds
(American Opportunity for Housing - Colinas LLC Project) at Ba1
for Series 2001A and at B1 for Series 2001C.  The affirmations are
reflective of debt service coverage levels in 2006 that are
in-line with the benchmarks for the current rating categories.  
The outlook on both Series is stable due to improved financial
performance in 2007, balanced with weak occupancy at Las Colinas.

The bonds are secured by the revenues from three cross
collateralized properties, Las Colinas Apartments, Huebner Oaks
Apartments and Perrin Crest Apartments, as well as by funds and
investments pledged to the trustee under the indenture as security
for the bonds.  Las Colinas is a 232-unit garden style apartment
complex built in 1978, composed of 30 two-story buildings and is
located approximately 20 miles north west of the San Antonio
central business district.  Huebner Oaks is a 344-unit garden
style apartment complex built in 1984, composed of 23 two-story
buildings and is located approximately 12 miles north west of the
San Antonio central business district.  Perrin Crest is a 200-unit
garden style apartment complex built in 1985, composed of 13 two-
story buildings and is located approximately 12 miles north east
of the San Antonio central business district.

Legal Security: The bonds are limited obligations payable solely
from the revenues, receipts and security pledged in the Trust
Indenture.

Credit Strengths

  -- Debt service reserves are fully funded as of 12/17/2007.
  -- Excess cash in the surplus fund of $319,895 as of 12/17/2007.
  -- Interim financial statements for 2007 indicate improved debt
     service coverage.

Credit Challenges

  -- Weighted occupancy for the three projects is 90.6% in
     February 2008.

  -- Debt service coverage declined to 1.18x for Series 2001A
and          
     1.01x for 2001C in 2006; interim financial statements
     indicate improvement in 2007.

Recent Developments/Results:

Debt service coverage ratios, derived from 2006 audited financial
statements, are thin, but appropriate for the current rating
categories, at 1.18 for 2001A and 1.01for 2001C.  Weighted average
monthly occupancy averaged 91% in 2007, with the weakness being
relatively evenly distributed amount the three properties.   
February 2008 weighted average occupancy is 90.6%, with Las
Colinas the weakest at 86%.  Management credits the low occupancy
to recent move-outs of students due to a semester change at a
nearby university.  The less than optimum occupancy is balanced by
improved debt service coverage levels for 2007 - 1.32 for seniors
and 1.13 subs.  However, typically DSCR's for audited statements
are lower than those from interim statements.

Torto Wheaton Research forecasts rent growth of 2.3% in 2008 and
2.0% in 2009 for the Huebener Oaks' and Las Colinas' submarket.  
Occupancy in the submarket is forecasted to decline from 95.2% in
2007 to 94% in 2008.  Perrin Crest's submarket is forecasted to
under perform with 0.5% rent growth in 2008 and 1.3% in 2009.  
Occupancy is forecasted to decline to 92.2% in 2008.

What could change the rating - Up

  -- Stable weighted average occupancy, improved debt service
     coverage and a fully funded debt service funds.

What could change the rating - Down

  -- Declines in debt service coverage levels; or weakened
     occupancy; or the tapping of debt service reserves.

Outlook

The outlook for the bonds is stable as weakened occupancy is
balanced by improved financial performance in 2007.


BLACKHAWK AUTOMOTIVE: Wants Court's OK to Sell Assets for $20.7MM
-----------------------------------------------------------------
Blackhawk Automotive Plastics Inc. and its debtor-affiliates ask
the United States Bankruptcy Court for the Northern District of
Ohio for permission to sell substantially all of their assets to
Flex-N-Gate LLC for $20,768,000,under an asset purchase agreement.

Specifically, the Debtors are selling their operating assets,
including equipment, inventory and certain leasehold rights,
located at 800 Pennsylvania Avenue in Salem, Ohio, and at 4219
U.S. Rt. 42 in Mason, Ohio.

As reported in the Troubled Company Reporter on Dec. 18, 2007,
the Court approved the bidding procedure proposed by the Debtors
for the public sale of their assets.

                           Sale Protocol

Qualified bidders must deliver their offers no later than 5:00
p.m., on Feb. 29, 2008, at:

   W.Y. Campbell & Company,
   c/o Ty T. Clutterbuck
   1 Woodward Avenue, 26th Floor
   Detroit, MI 48226

An auction will take place March 3, 2008, at 11:00 a.m., at the
offices of Honigman, Miller, Schwartz & Cohn LLP in Detroit,
Michigan.  During the auction, qualified bidders may submit bids
in increments of at least $100,000.

A sale hearing has been set on March 5, 2008, at 10:00 a.m., to
consider approval of the Debtors' request.

                     About Blawkhawk Automotive

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

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

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

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

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


BLACKHAWK AUTOMOTIVE: Wants Plan Filing Deadline Moved to May 19
----------------------------------------------------------------
Blackhawk Automotive Plastics Inc. and its debtor-affiliates ask
the United States Bankruptcy Court for the Northern District of
Ohio to further extend their exclusive period to file a Chapter 11
plan until May 19, 2008.

The Debtors also ask the Court to further extend their exclusive
period to solicit acceptances of that plan until July 18, 2008.

William E. Schonberg, Esq., at Benesch, Friedlander, Coplan &
Aronoff LLP in Cleveland, Ohio, says that the Debtors are in the
midst of the sale process and the termination of the exclusivity
before March 14 deadline to consummate a sale may unduly prejudice
their creditors.

The sale is part of the Debtors' postpetition financing agreement
with certain of their lenders, Mr. Schonberg says.

The Debtors' exclusive right to file a plan expired on Feb. 19,
2008.

                     About Blawkhawk Automotive

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

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

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

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

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


BUFFETS HOLDINGS: $385 Mil. DIP Facility Hearing Moved to Feb. 22
-----------------------------------------------------------------
Buffets Holdings Inc. and its debtor-affiliates agreed with the  
request filed by the Official Committee of Unsecured creditors to
postpone the hearing on their motion to incur $385,000,000 in
postpetition financing.

The Committee said it needed additional time to analyze the DIP
Facility and its impact on the Debtors' restructuring and
creditors, reports Bloomberg News.

The Hon. Mary F. Walrath of the United States Bankruptcy Court for
the District of Delaware continued the hearing to consider final
approval of the DIP Facility to Feb. 22, 2008.

                      More Parties Objects

(a) WP East End

The Debtors are parties to a certain lease agreement with WP East
End Associates LP's predecessor-in-interest for the lease of
about 10,000 square feet of space located in the East End
Shopping Center in Wilkes-Barre, Pennsylvania.

Same as with the other objecting landlords, WP East objects to
the provision in the Debtors' request to obtain postpetition
financing that would allow the DIP lenders to obtain a de facto
assignment of lease agreements in an event of default.

Jason W. Staib, Esq., at Blank Rome LLP, in Wilmington, Delaware,
contends that all transfers of WP East's Lease Agreement must be
subjected to a further hearing where any proposed assignee would
be required to meet the strict terms and conditions of Section
365 of the Bankruptcy Code, including providing the Landlord with
adequate assurance of future performance.

Mr. Staib tells the Court that it should not grant any relief
that allows the DIP Lenders to use a "drop dead" provision upon
the the occurrence of a default under Section 362 to vitiate the
Landlord's rights under Section 365.  He says automatic relief
from the stay under Section 362 would allow the DIP Lenders under
the guise of Section 364 financing to void the Landlord's rights
under Section 365.  He argues that statutory construction of the
Bankruptcy Code requires the Court to give meaning to both
Sections.

Accordingly, WP East asks the Court to modify the final order to
be entered with respect to the Debtor's request to obtain
postpetition financing.

(b) HSBC

HSBC Bank USA, National Association, as Indenture Trustee of
$300,000 Principal Amount of 12-1/2% Senior notes due 2014, asks
the Court to deny the Debtors' request.

HSBC says the DIP Facility is not favorable to the Debtors and
their creditors.

HSBC argues that the DIP Facility is structured more to fix
apparent collateral problems of prepetition senior lenders.  The
$300,000,000 roll-up is inappropriate as it will only enhance the
position of prepetition lenders to the detriment of unsecured
creditors.
  
Pursuant to the roll-up, $300,000,000 of the $385,000,000 will be
used to repay nearly half of Prepetition Lenders' claims.  HSBC
notes that the Debtors have failed to establish that the proposed
roll-up is necessary.

(c) Committee

On behalf of the Official Committee of Unsecured Creditors, Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, contends that:

   -- the roll-up of the prepetition financing and the cross-
      collateralization of debt is inappropriate as the structure
      of the DIP Facility is solely for the benefit of the
      Lenders;

   -- the milestone restructuring covenants are inappropriate;

   -- the relief sought precludes the Committee from properly
      performing its duties on behalf of general unsecured
      creditors;

   -- the proposed waiver of Section 506(c) of the Bankruptcy
      Code is inappropriate; and

   -- the granting of superpriority liens and claims attaching to
      the proceeds of avoidance actions improperly transfers to
      the Lenders assets that are intended for the benefit of the
      estates.

In addition, Ms. Jones mentions other objectionable provisions of
the proposed financing including:

   (a) the budget;

   (b) payments to the Prepetition Lenders and the Postpetition
       Lenders;

   (c) the Lenders' professional fees;

   (d) events of default;

   (e) provisions which prevent challenge to the Debtors' sale
       lease back transactions;

   (f) inadequate notice upon default provisions;

   (g) the lease and real property rights given to the Lenders;

   (h) the prohibition of seeking the appointment of a
       responsible person, trustees and examiners with expanded
       powers, without triggering defaults; and

   (i) the "good faith" finding notwithstanding the insufficiency
       of any sworn factual record in support.

In a separate request, the Committee asks the Court for authority
to file its detailed objection under seal in order to maintain
the confidentiality of information.

Ms. Jones tells the Court that the Committee's detailed objection
contain confidential information concerning the Debtors' business
and operations.

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)


CHAMPION ENTERPRISES: Posts $6MM Net Loss in Quarter Ended Dec. 29
------------------------------------------------------------------
Champion Enterprises Inc. reported results for fourth quarter and
fiscal year ended Dec. 29, 2007.  The company reported a net loss
for the quarter of $6 million compared to net income of
$3.6 million for the same period of the prior year.

The loss before income taxes in the fourth quarter of 2007
included these items:

   -- $6.4 million of expense recorded in connection with the earn
      out provisions of the 2006 acquisition of Calsafe Group
      (Holdings) Ltd.;

   -- loss on debt retirement of $4.5 million as a result of the
      company's changes to its debt structure; and

   -- charges totaling $3.6 million related to the closure of a
      manufacturing facility.  

Pre- tax income for the fourth quarter of 2006 was reduced by a
$0.4 million loss on debt retirement.

Net income for 2007 totaled $7.2 million compared to net income of
$138.3 million in 2006.  Net income in 2006 included  
$101.9 million of income from the reversal of the recorded
deferred tax valuation allowance and $4.7 million of pre-tax gains
from property sales.

"While our earnings continue to be pressured by deteriorating
conditions in the U.S. housing markets, our efforts to diversify
and build a strong international platform continue to mitigate
these pressures," William Griffiths, chairman, president and chief
executive officer of Champion Enterprises Inc., stated.  "Our non-
U.S. revenues increased 135% in 2007, contributing over 30% of our
total revenues and strong cash returns.

"Thanks to the focused work of our operations both in North
America and internationally, our free cash flow improved over
60% to $69 million in 2007 despite a decline in reported earnings
for the year," Mr. Griffiths added.  "As a result, our cash
position continued to improve, ending 2007 at $135 million.  This,
coupled with the successful refinancing we completed during the
fourth quarter, leaves Champion well positioned to continue to
execute its growth and diversification strategies."

               About Champion Enterprises Inc.

Based in Auburn Hills, Michigan, Champion Enterprises Inc. (NYSE:
CHB) -- http://www.championhomes.com/-- operates 31 manufacturing   
facilities in North America and the United Kingdom working with
independent retailers, builders and developers.  The Champion
family of builders produces manufactured and modular homes, as
well as modular buildings for government and commercial
applications.

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 12, 2007,
Standard & Poor's Ratings Services raised its ratings on Champion
Enterprises Inc.'s senior notes due 2009 and on Champion Home
Builders Co.'s senior secured credit facility to 'B+' from 'B'.
At the same time, S&P upgraded the recovery ratings on the senior
notes and the credit facility to '3' from '5'.  Concurrently, S&P
affirmed the 'B+' corporate credit ratings.  The outlook for both
entities is stable.


CHIQUITA BRANDS: Posts $26 Mil. Net Loss in Qtr. Ended December 31
------------------------------------------------------------------
Chiquita Brands International Inc. released financial and
operating results for the fourth quarter and full-year ended Dec.
31, 2007.

The company reported a net loss of $26 million including a charge
of $26 million related to the company's restructuring plan.  In
the year-ago period, the company reported a net loss of
$42 million including a $25 million accrual related to the
settlement of a U.S. Department of Justice investigation.

The company's fourth quarter operating loss of $11 million was on
the favorable end of the estimated operating loss range of
$10-20 million provided in the company's preliminary selected
results release on Jan. 28, 2008.

For the full year, the company reported a net loss of $49 million,
compared to a net loss of $96 million in 2006.

"Our results reflect the proactive steps we took throughout the
year to position us to transform and grow our business," said
Fernando Aguirre, chairman and chief executive officer.  "We have
continued to focus on pricing in bananas and recovery in value-
added salads to help offset persistent external cost challenges."

"In 2008, we will be focused on maintaining our premium brands,
improving North American profitability and completing the
restructuring we implemented in October," Mr. Aguirre added.  "We
also will invest in the development of new value-added products to
extend our brands, expand consumption and drive growth in higher-
margin distribution channels and profitable geographies.  We
believe that these strategies will help us to achieve our vision
of becoming the global leader in healthy, fresh and convenient
foods."

                      Business Restructuring

The restructuring plan, disclosed in October 2007, is on track to
generate new, sustainable cost savings of approximately
$60-80 million this year.  The savings are being generated from a
reduction in compensation related expenses, which is already
implemented, and consolidation of processing and distribution
facilities, which will be completed at the end of the first
quarter 2008.

The plan is designed to accelerate the company's long-term
strategy to become the leader in healthy, fresh foods well as to
improve profitability and efficiency through consolidation of
operations and simplification of overhead structure.

The restructuring will drive greater integration and efficiency
across business units and geographies, resulting in one
relationship manager for customers, a supply chain, and an
innovation program with targeted priorities and better execution.
As reported, the company incurred a $26 million one-time charge in
the fourth quarter 2007 related to severance costs and certain
asset write-downs under the restructuring plan.

                       Refinancing Progress

The company also reported continued progress in a refinancing
expected to lower interest expense, extend debt maturities and add
significant additional covenant flexibility.

After the consent solicitation from the holders of the company's
7-1/2% Senior Notes due 2014, the company issued $200 million
aggregate principal amount of 4.25% Convertible Senior Notes due
2016.  Net proceeds of approximately $194 million have been used
to repay a portion of the outstanding amounts under the company's
Term Loan C of its senior secured credit facility.

The Notes are convertible, under certain circumstances, at an
initial conversion rate of 44.5524 shares of common stock per
$1,000 original principal amount of Notes, equivalent to an
initial conversion price of approximately $22.45 per share of
Chiquita common stock, subject to adjustment.  This represents a
premium of approximately 32.5% to the last reported sale price of
Chiquita's common stock on Feb. 6, 2008 of $16.94.

The company has also entered into a fully underwritten commitment
with Cooperatieve Centrale Raiffeisen - Boerenleenbank B.A.,
"Rabobank Nederland," New York branch to refinance the company's
existing $200 million revolving credit facility and the remaining
portion of the company's Term Loan C.

Pursuant to the terms of the commitment letter Rabobank has
committed to provide to the company a six-year senior secured
credit facility including a $200 million revolving credit facility
and a $200 million term loan.  The company expects to close the
new facility by March 31, 2008.

            About Chiquita Brands International Inc.

Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- markets and distributes      
fresh food products including bananas and nutritious blends of
green salads.  The company markets its products under the
Chiquita(R) and Fresh Express(R) premium brands and other related
trademarks.  Chiquita employs approximately 25,000 people
operating in more than 70 countries worldwide, including Belgium,
Columbia, Germany, Panama, Philippines, among others.

                          *     *     *

Chiquita Brands International Inc. continues to carry Moody's
Investors Service's B3 long term corporate family and Caa2 senior
unsecured debt ratings which were placed on Nov. 6, 2006.  The
outlook is negative.


COACH AMERICA: Profit Pressues Prompt S&P to Cut Rating to B-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dallas, Texas-based Coach America Holdings Inc. to 'B-'
from 'B'.  All ratings were removed from CreditWatch, where they
were placed with negative implications on Oct. 30, 2007.  The
outlook is now negative.
     
"The downgrade reflects Coach America's recent profit pressures,"
said Standard & Poor's credit analyst Funmi Afonja.  "While
management is undertaking various actions to improve operating
performance -- and we believe that this will result in improved
results over time -- we still expect the financial profile to
remain weaker than previously expected, at least over the near
term," she added.
     
At the same time, Standard & Poor's lowered the senior secured
debt ratings to 'B', one notch above the corporate credit rating,
while leaving the recovery rating unchanged at '2', indicating
expectations of a substantial (70%-90%) recovery in the event of a
payment default.  Also, Standard & Poor's lowered the second-lien
credit facility rating to 'CCC', two notches below the corporate
credit rating, while leaving the recovery rating unchanged at '6',
indicating expectations of a negligible (0%-10%) recovery in the
event of a payment default.
     
Coach America is the largest charter bus operator and the second-
largest motorcoach services provider in the U.S.  The company was
formed in 2003 from the divestiture of the Western and South
Central regional businesses of Coach USA to a private equity
group.


CONGOLEUM CORP: Court Approves Disclosure Statement
---------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey approved Congoleum Corp. and its
debtor-affiliates' Disclosure Statement that describes their
Chapter 11 Plan of Reorganization.

Judge Ferguson said that the Debtors' Disclosure Statement
contains adequate information within the meaning of Section 1125
of the U.S. Bankruptcy Code.

As reported in the Troubled Company Reporter on Feb. 11, 2008, the
Official Committee of Bondholders and the Committee of Asbestos
Claimants in the Debtors' cases have agreed to support the
Debtors' amended plan of reorganization.

Congoleum's amended Chapter 11 reorganization plan was filed by
the future claimants' representative in its Chapter 11
proceedings.  If the plan is approved by the court and accepted by
the requisite creditor constituencies, it will permit Congoleum to
exit Chapter 11 free of liability for existing or future asbestos
claims.

Under the terms of the amended plan, a trust will be created that
assumes the liability for Congoleum's current and future asbestos
claims.  That trust will receive the proceeds of various
settlements Congoleum has reached with a number of insurance
carriers, and will be assigned Congoleum's rights under its
remaining policies covering asbestos product liability.  The trust
will also receive 50.1% of the newly issued common stock in
reorganized Congoleum when the plan takes effect.

Holders of Congoleum's $100 million in 8.625% senior notes due in
August 2008 will receive on a pro rata basis $80 million in new
9.75% senior secured notes that mature five years from issuance.
The new senior secured notes will be subordinated to the working
capital facility that provides Congoleum's financing upon exiting
reorganization.  In addition, holders of the $100 million in
8.625% senior notes due in August 2008 will receive 49.9% of the
common stock in reorganized Congoleum.  Congoleum's obligations
for the $100 million in 8.625% senior notes due in August 2008,
including accrued interest -- which amounted to $44.6 million at
Dec. 31, 2007 -- will be satisfied by the new senior secured notes
and the common stock issued when the plan takes effect.

Under the terms of the amended plan, existing Class A and Class B
common shares of Congoleum will be cancelled when the plan takes
effect and holders of those shares, including the current
controlling shareholder American Biltrite will not receive
anything on account of their cancelled shares.  Congoleum expects
existing management will continue post-reorganization.

The insurers in the Debtors' cases are instructed to file and
serve briefs as to whether they have standing with regard to
confirmation of the proposed plan by Feb. 29, 2008.  Responses
shall be filed and served by March 14, 2008.  No reply papers may
be filed.  Court will hold a hearing on the briefs on March 25,
2008 at 2:30 p.m.

                      About Congoleum Corp.

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennan, Esq., at Pillsbury Winthrop Shaw Pittman LLP, and Paul S.
Hollander, Esq., and James L. DeLuca, Esq., at Okin, Hollander &
DeLuca, LLP, represent the Debtors.  At March 31 2007, Congoleum
reported $180,091,000 in total assets and $226,990,000 in total
liabilities, resulting in a stockholders' deficit $46,899,000.

The Asbestos Claimants' Committee is represented by Peter Van N.
Lockwood, Esq., and Ronald Reinsel, Esq., at Caplin & Drydale,
Chtd.  The Bondholders' Committee is represented by Michael S.
Stamer, Esq., and james R. Savin, Esq., at Akin Gump Strauss Hauer
& Feld LLP.  Nancy Isaacson, Esq., at Goldstein Isaacson, PC,
represents the Official Committee of Unsecured Creditors.

R. Scott Williams, Esq., of Haskell Slaughter Young & Rediker,
LLC, the Court-appointed Futures Claimants Representative, is
represented by Roger Frankel, Esq., Richard Wyron, Esq., and
Jonathan P. Guy, Esq., at Orrick Herrington & Sutcliffe LLP, and
Stephen B. Ravin, Esq., at Forman Holt Eliades & Ravin LLC.

American Biltrite, Inc. (AMEX: ABL), which owns 55% of Congoleum,
is represented by Matthew Ward, Esq., Mark S. Chehi, Esq.,
Christopher S. Chow, Esq., and Matthew P. Ward, Esq., at Skadden
Arps Slate Meagher & Flom.


CORNERSTONE-CAMERON: White Eagle Wins Bid for Apartments at $16MM
-----------------------------------------------------------------
Two apartment complexes acquired in 1997 by bankrupt Cornerstone-
Cameron & Stonegate Inc. are about to be sold to White Eagle
Properties for $16 million, Andy Meek of The Daily News reports.

The apartments, Stonegate Apartments in Raleigh and Autumnwood
Apartments in Southeast Memphis, have a total of 532 units and is
currently valued at $14.4 million, Daily News says.

According to the report, White Eagle outbid 53 other interested
buyers.

Blake Pera at CB Richard Ellis, which serves as broker, told Daily
News that they have been marketing the apartment complexes upon
the order of the U.S. Bankrutpcy Court for the Western District of
Tennessee.

The Bank of New York Trust Co., indenture trustee of the bonds
secured by the properties, asked Judge David S. Kennedy to approve
the sale, Daily News reveals.  The Debtor bought the properties
from the proceeds of bonds issued by the Health, Educational and
Housing Facility Board of Shelby County for $22 million in the
aggregate, Daily News says.

                  Background to Bankruptcy Filing

The Daily News recalls that Cornerstone-Cameron was facing a
lawsuit demanding the sale of the apartments, which was put on
hold by the bankruptcy proceedings.  Revenues from the apartments
had been declining partly because of the crime problem and gang
fights within the vicinity, Daily News quotes Douglas Margerum at
Equity Management Inc. as saying.

                    About Cornerstone-Cameron

Laurel, Maryland-based Cornerstone-Cameron & Stonegate Inc. is a
charitable organization engaged in housing development,
construction and management.  The Debtor filed for chapter 11 on
Aug. 20, 2007 (Bankr. W.D. Tenn. Case No. 07-27849). Judge David
S. Kennedy handles the case.  Steven N. Douglass, Esq., at Harris
Shelton Hanover Walsh, PLLC serves as counsel to the Debtor.  When
the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $100 million.


CORPORATE EXPRESS: S&P Puts 'BB-' Credit Rating Under Pos. Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BBB+' corporate
credit and all other ratings on Framingham, Massachussetts-based
Staples Inc. on CreditWatch with negative implications.  The
CreditWatch action follows the company's announcement that
it made a cash offer to acquire all the outstanding shares of
Netherlands-based office products distributor Corporate Express
N.V.'s ordinary stock for a per share consideration of 7.25,
representing a total enterprise value of approximately 2.5 billion
($3.7 billion).

"Although specific financing details have not yet been disclosed
regarding a potential transaction, we believe that in the event
Corporate Express shareholders ultimately accept an offer, a
substantial portion of the acquisition would be debt-financed,"
said Standard & Poor's credit analyst Stella Kapur, "which we
expect would weaken Staples' credit protection measures below
levels appropriate for the current ratings."
     
At the same time, Standard & Poor's placed its 'BB-' corporate
credit rating on Corporate Express on CreditWatch with positive
implications.
      
"Corporate Express' CreditWatch placement reflects the possibility
that we could raise the ratings on the company if a potential
transaction materializes," said Standard & Poor's credit analyst
Mark Salierno, "given the stronger credit profile of Staples."
Although Staples' offer has been initially rejected by Corporate
Express, we believe there is a reasonable possibility that Staples
could continue to pursue this acquisition.
     
Standard & Poor's will seek to resolve or update the CreditWatch
listings within 90 days.  S&P will monitor developments and meet
with the Staples and Corporate Express management teams to
evaluate each company's respective financial policy and the
potential impact that such an acquisition would have on both
companies' credit profiles.


CROSSFIRE ENERGY: Lender to Ask Alberta Court to Name Receiver
--------------------------------------------------------------
Crossfire Energy Services Inc. received notice from its principal
lender that the company is in default with respect to its
financial covenants in its credit facility.

Further, the Lender has made demand for immediate payment of the
remaining balance under the credit facility.  The Lender has
notified it will proceed with the enforcement of its security
should such payment not be made.

In that regard, the Lender has advised that it will make
application to the Court of Queen's Bench of Alberta for the
appointment of a receiver to manage the company's affairs.

The company will consent to this application.  The company will
issue further statements regarding the status of its affairs with
its principal lender and other stakeholders in due course.
    
The company also disclosed that the directors and officers have
resigned their respective positions with the company.

                About Crossfire Energy Services Inc.
   
Headquartered in Calgary, Alberta, Crossfire Energy Services Inc.
(CVE:CFE) -- http://www.crossfireenergy.ca/-- fka Crossfire  
Energy Services, is a full-service provider of fabrication,
construction, installation and maintenance for oilfield facilities
and pipelines.  The company also fabricates piping and process
equipment for oil sands projects.  It has fabrication,
construction and maintenance facilities in Calgary, Edmonton,
Grande Prairie and Zama City.


CRYOPORT INC: Posts $1.2M Net Loss in 3rd Qtr. Ended Dec. 31
------------------------------------------------------------
CryoPort Inc. reported a net loss of $1,217,193 on net sales of
$9,678 for the third quarter ended Dec. 31, 2007, compared with a
net loss of $399,348 on net sales of $27,931 in the corresponding
period ended Dec. 31, 2006.

Gross loss for the three month period ended Dec. 31, 2007,
increased to $91,761 compared to a gross loss of $17,110 for the
three month period ended Dec. 31, 2006.  

The increase in the gross loss is mainly attributable to increased
manufacturing overhead costs incurred as the company added
personnel and incurred additional equipment maintenance and repair
costs related to the planning and preparation for production of
the CryoPort Express(R) One-Way Shipper and to the production
shut-down as a result of the relocation and restructuring of the
company's production operations in Lake Forest, California,
initiated in mid-September 2007.  

Selling, general and administrative expenses increased $153,021 to
$461,358 for the three month period ended Dec. 31, 2007, as
compared to $308,337 for the three month period ended Dec. 31,
2006.  

Interest expense increased $598,591 to $652,578 for the three
month period ended Dec. 31, 2007, as compared to $53,997 for the
three month period ended Dec. 31, 2006.  

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$4,159,145 in total assets, $3,215,152 in total liabilities, and
$943,993 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?283e

                          Going Concern

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about CryoPort Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm reported that the company has incurred recurring
losses, and has a stockholders' deficit of $2,287,832 and negative
working capital of $478,396 at March 31, 2007.  

                       About CryoPort Inc.


Headquartered in Lake Forest, California, CryoPort Inc. (OTC BB:
CYRX.OB) -- http://www.cryoport.com/-- develops proprietary,  
technology-driven shipping and storage products for use in the
rapidly growing global biotechnology and biopharmaceutical cold
chain.  The products developed by CryoPort are essential
components of the infrastructure required for the testing,
research and end user delivery of temperature-sensitive medicines
and biomaterials in an increasingly complex logistical
environment.


DELPHI CORP: Hearing to Consider Bearings Biz Sale Set Today
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York  
will consider approval of Delphi Corp. and its debtor-affiliates'
Bearings Business Sale today, Feb. 21, 2008, at 10:00 a.m.,
prevailing Eastern time.  Stalking horse bidder ND Acquisition
Corp., a wholly owned subsidiary of private equity investment firm
Resilience Capital Partners LLC, has proposed to buy the Debtors'
Bearings Business for $44,200,000.

                   Lease Assumption Objections

Certain parties had opposed the assumption of their executory
contracts in connection with the sale of the Debtors' global
wheel bearings business.

Barnes Group Inc. and Freudenberg-NOK General Partnership objected
to the zero cures for the assumption of their executory
contracts.  The parties related that they have not yet completed
their review of the Assumed Contracts.

Barnes also objected to the zero cures to the extent it is limited
to prepetition amounts owed by the Debtors.  Cure obligations are
not limited to prepetition defaults, Barnes reminds the Court,
citing Section 365(b) of the Bankruptcy Code.  Barnes asserts
that the Debtors should be required to cure, or provide adequate
assurance of prompt cure, of any postpetition defaults under the
Assumed Contracts.

The Timken Company and Timken U.S. Corp. complained that the
Debtors have not provided them with sufficient information to
identify the Assumed Contracts.  Timken believes that some of the
contracts may be related to a long-term agreement that the
Debtors have not identified for assumption or assignment.

According to Freudenberg-NOK and Timken, the Debtors have not
demonstrated that the proposed contract assignees are capable of
performing under the Assumed Contracts.

S&Z Metal Works Ltd. asserts that the Debtors should pay it at
least $163,451 for the assumption of its contracts.

                        About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue No. 112; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned thes ratings to Delphi
Corporation for the company's financing for emergence from Chapter
11 bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Delphi Corp. upon the company's
emergence from Chapter 11 bankruptcy protection, which may occur
by the end of the first quarter of 2008.  S&P expects the outlook
to be negative.

In addition, Standard & Poor's expects to assign these
issue-level ratings: a 'B+' issue rating (one notch above the
corporate credit rating), and '2' recovery rating to the company's
proposed $3.7 billion senior secured first-lien term loan; and a
'B-' issue rating (one notch below the corporate creditrating),
and '5' recovery rating to the company's proposed $825 million
senior secured second-lien term loan.


DELPHI CORP: Wants to Strike Non-Conforming Cure Objections
-----------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to strike, pursuant to
Section 105(a) of the Bankruptcy Code and Rule 9010 of the Federal
Rules of Bankruptcy Procedure:

   (a) returned cure amount notices that do not conform with the
       Cure Claim Procedures; and

   (b) objections that were filed for which no cure amount
       notices were returned.

The Debtors are party to thousands of executory contracts, many
of which are with the Debtors' trade suppliers.  In accordance
with the confirmed First Amended Joint Plan of Reorganization and
the Court-approved procedures relating to the assumption of
executory contracts, the Debtors embarked on a process to assume
ongoing prepetition Material Supply Agreements.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, relates that the Debtors served a
total of 1,669 cure amount notices on contract counterparties
stating their intent to assume, or assume and assign, the
parties' contracts and to provide cure for the assumption of the
contracts.  The Notices gave each Counterparty, among other
things, the right to elect to be paid the proposed cure amounts
in cash or Plan currency, and described certain Court-approved
procedures for the Counterparties to object to the assumption of
their contracts or to the proposed cure amounts.  The Cure Claim
Procedures require the Counterparties to sign and return the
original Cure Amount Notices served on them.

In contravention of the specific instructions on the Cure Amount
Notices, however, a number of parties-in-interest submitted
nonconforming Cure Amount Notices to the Debtors.  The Debtors
received more than 100 nonconforming Cure Amount Notices.

Certain purchasers of claims also executed and returned self-made
forms designed to appear identical in form to the Court-approved
notices served by the Debtors, Mr. Butler tells the Court.  "In
fact, certain of these self-made forms were returned by
purchasers of claims even though no cure amounts were owed to the
purported assignors."  The Debtors, he points out, imprinted
unique bar codes upon the original Cure Amount Notices to prevent
the submission of self-made forms.

The Debtors have also been inundated with requests to deviate
from the Court-approved Cure Claim Procedures, Mr. Butler
relates.  He notes that in early January, the Ad Hoc Committee of
Delphi Trade Claim Holders sought but failed to convince the
Court to exempt them from certain provisions of the Cure Claim
Procedures, including enabling their committee members to execute
cure amount notices and directing the Debtors to make cure
payments directly to their members instead of paying the
underlying contract counterparties.  Judge Drain held that the
Trade Committee's request was contrary to the Cure Claim
Procedures and interferes with the Debtors' relationships with
their trade suppliers, which are important to the Debtors'
ongoing businesses.

Specifically, the Debtors wish to strike:

   * cure amount notices that include instructions to pay a party
     other than the counterparty;

   * cure amount notices that were executed by a third party
     (rather than the contract counterparty), which third party
     did not satisfy the requirements of Bankruptcy Rule 9010;

   * cure amount notices from parties who failed to return an
     executed original cure amount notice and instead returned a
     self-made form for which a related assumable contract exists
     or a copy of the cure amount notice;

   * cure amount notices from parties who failed to return an
     executed original cure amount notice for which no related
     assumable contract exists;

   * objections that were filed to cure by parties who failed to
     return the cure amount notice; and

   * cure amount notices that were returned after the 7:00 p.m.
     prevailing Eastern time deadline on Jan. 11, 2008.

To the extent the Court grants the Debtors' request with respect
to a specific party, the Debtors ask the Court to entitle the
applicable counterparty to receive only the default cure election
treatment or the Plan currency to be distributed to holders of
allowed general unsecured claims in the cure amount listed in the
cure amount notice.

A list of the Debtors' proposed cure amounts is available for
free at: http://bankrupt.com/misc/Delphi_PlanCures.pdf

                   Cure & Assumption Objections

On Jan. 29, 2008, the Debtors delivered to the Court a list of
proposed cures for the assumption and assignment of certain
executory contracts as provided in the confirmed First Amended
Plan and the First Amended Disclosure Statement.

A number of parties-in-interest complain that the proposed cures
for the assumption of their contracts are understated.  Several
objectors assert that they have not been given adequate assurance
of any proposed assignee's performance under the Assumed
Contracts.

A dozen objectors assert that they should be paid these cures:

                                          Debtors'    Objector's
                                          Proposed    Proposed
   Cure Objector                          Cure Amt.   Cure Amt.
   -------------                          ---------   ----------
   Ambrake Corp.                           $113,072     $347,716
   Citation Corp., et al.                   577,482      595,681
   Furukawa Electric Company Ltd.            31,308       58,992
   Furukawa Electric North America APD    2,664,471    2,832,655
   MacArthur Corp.                           18,074       38,708
   Magneti Marelli Powertrain USA Inc.            -       29,435
   Master Automatic, Inc.                         -        7,613
   McGill Manufacturing Company Inc.              -       36,493
   Metal-Matic Inc.                          43,080       86,009
   PBR Columbia LLC                               -      195,469
   Quasar Industries, Inc.                        -      528,714
   Tinnerman Palnut Engineered Products       7,229      271,401

SKF USA Inc. contends that it is entitled to payment in full and
in cash of all outstanding postpetition invoices under its
contracts.  SKF USA also points out that certain of its contracts
have expired and are, thus, no longer executory contracts that
can be assumed.

United Plastics Group De Mexico, S. De R.L. De C.V., relates that
its books and records do not show a contract with the account
number ascribed by the Debtors.  Accordingly, UPG Mexico has no
way of determining whether or not the Debtors' proposed zero cure
amount for the alleged UPG Contract is correct.  UPG Mexico
asserts that it is owed no less than $136,482 under its
agreements with Delphi Automotive Systems LLC.

Barnes Group Inc., Daewoo International Corp., DGC-Plastic
Molding Inc., Freudenber-NOK General Partnership, and Hayes
Lemmerz International, Inc., relate that they have not yet
completed their review of the Assumed Contracts.  Barnes objects
to the proposed cures for its contracts to the extent the
Debtors' cure obligations are limited to prepetition amounts.  
Furukawa relates that the Debtors have not provided it with
sufficient information to identify two of the Assumed Contracts,
thus, it is unable to verify whether the proposed cures are
correct.

AT&T Corp. and XM Satellite Radio Inc. note that the First
Amended Plan provides for the assumption of all contracts not
specifically rejected by the Debtors.  The Debtors have not
rejected, or proposed to reject, the parties' executory
contracts.  AT&T and XM Satellite assert that the Debtors must
cure all defaults under their contracts before those contracts
may be assumed and assigned.  According to AT&T, the Debtors owe
it $8,255,577 under the parties' contracts.  XM Satellite asserts
that $1,017,448 is outstanding under its contracts with the
Debtors.

                        About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

(Delphi Bankruptcy News, Issue 112; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)   

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter 11
bankruptcy protection, which may occur by the end of the first
quarter of 2008.  S&P expects the outlook to be negative.

In addition, Standard & Poor's expects to assign these
issue-level ratings: a 'B+' issue rating (one notch above the
corporate credit rating), and '2' recovery rating to the company's
proposed $3.7 billion senior secured first-lien term loan; and a
'B-' issue rating (one notch below the corporate creditrating),
and '5' recovery rating to the company's proposed $825 million
senior secured second-lien term loan.


DELPHI CORP: Cuts CEO Rodney O'Neal's Emergence Incentive to $1MM
-----------------------------------------------------------------
As disclosed in a 10-K filing with the U.S. Securities and
Exchange Commission, Delphi Corp. and its debtor-affiliates
slashed the bonus payable to CEO Rodney O'Neal upon the company's
emergence from bankruptcy protection, from $5.3 million to
$1 million.

Aside from receiving an emergence cash award value of $1,011,621,
Mr. O'Neal will obtain an emergence equity award valued at
$10,500,000.

As reported in the Troubled Company Reporter on Jan. 24, 2008, the
Honorable Robert Drain of the U.S. Bankruptcy Court for the
Southern District of New York said he will approve the Debtors'
First Amended Joint Plan of Reorganization on the condition that
the total payout of cash bonuses to top executives is reduced.

"I am prepared to enter the confirmation order, provided the
management compensation plan is changed," Judge Drain said at a
confirmation hearing.

The Court wanted the bonus for Delphi's officers reduced to $16.5
million in the aggregate from the $87.9 million that Delphi had
proposed to award to 500 managers upon emergence.  But the United
Auto Workers and the International Union of Electronic Workers-
Communications Workers of America objected to the payments,
citing, among other things, that while unionized Delphi employees
suffered pay-cuts, the managers, who are already adequately
compensated, are given generous bonuses.

The management compensation plan sought to grant an $8.3 million
"performance payment" to Executive Chairman Robert Miller; and a
$5.3 million cash emergence payment to Mr. O'Neal.

                       About Delphi Corp.

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

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

The Court approved Delphi's First Amended Joint Disclosure
Statement and related solicitation procedures for the solicitation
of votes on the First Amended Plan on Dec. 20, 2007.  The Court
confirmed the Debtors' First Amended Plan on Jan. 25, 2008.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2008,
Moody's Investors Service assigned ratings to Delphi Corporation
for the company's financing for emergence from Chapter 11
bankruptcy protection: Corporate Family Rating of (P)B2;
$3.7 billion of first lien term loans, (P)Ba3; and $0.825 billion
of 2nd lien term debt, (P)B3.  In addition, a Speculative Grade
Liquidity rating of SGL-2 representing good liquidity was
assigned.  The outlook is stable.

As reported in the Troubled Company Reporter on Jan. 11, 2008,
Standard & Poor's Ratings Services expects to assign its 'B'
corporate credit rating to Troy, Michigan-based automotive
supplier Delphi Corp. upon the company's emergence from Chapter 11
bankruptcy protection, which may occur by the end of the first
quarter of 2008.  S&P expects the outlook to be negative.

In addition, Standard & Poor's expects to assign these
issue-level ratings: a 'B+' issue rating (one notch above the
corporate credit rating), and '2' recovery rating to the company's
proposed $3.7 billion senior secured first-lien term loan; and a
'B-' issue rating (one notch below the corporate creditrating),
and '5' recovery rating to the company's proposed $825 million
senior secured second-lien term loan.


DURA AUTOMOTIVE: Backstop Rights Deal with Pacificor LLC Expires
----------------------------------------------------------------
DURA Automotive Systems, Inc., disclosed in a regulatory filing
with the U.S. Securities and Exchange Commission, that its
Backstop Purchase Agreement with Pacificor, LLC, was terminated
as of Jan. 31, 2008.  

As a result of the termination, Pacificor has no further
obligations under the agreement with respect to its backstop
commitment, C. Timothy Trenary, DURA's vice president and chief
financial officer, said.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Pacificor, under the Backstop Agreement, committed to purchase up
to $160,000,000 in reorganized DURA by buying shares of new common
stock that were not purchased in an equity rights offering.  The
Pacificor commitment, which expired Jan. 31, 2008, was contingent
upon DURA obtaining the exit financing prior to that date.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America, particularly
in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of July 2, 2006, the Debtor had $1,993,178,000 in total assets
and $1,730,758,000 in total liabilities.  The Debtors have asked
the Court to extend their plan filing period to April 30, 2008.

(Dura Automotive Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


DURA AUTOMOTIVE: Wants Court to Approve Amended 2008 KMIP
---------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware to approve
their 2008 Key Management Incentive Plan, as amended.  The Debtors
reserve their right to seek approval of an incentive plan for
their senior managers.

                     Debtors Amend 2008 KMIP

The Debtors have amended their 2008 KMIP to better focus on the
non-senior management KMIP participants with respect to two
aspects:

   (1) The Debtors are not going forward with the proposed 2008
       KMIP payments to their chief executive officer, chief
       financial officer, chief operating officer, and vice
       president of human resources; and

   (2) The Debtors intend to make all payments to approximately
       104 non-Debtor employee participants in the 2008 KMIP from
       the Debtors' European non-debtor affiliates.

The Amended 2008 KMIP maintains a two three-month performance
measurement and pay-out periods, ending on March 31 and June 30,
2008:

   * Threshold pay-out:  If the Debtors achieve 90% of adjusted
     EBITDA goals, participants will receive 50% of their
     individual target bonus opportunities;

   * Target opportunity pay-out: If the Debtors achieve 100% of
     adjusted EBITDA goals, participants will receive 100% of
     their individual target bonus opportunities.

   * Maximum pay-out: If the Debtors achieve 120% of adjusted
     EBITDA goals, participants will receive 150% of their
     individual target bonus opportunities.

Participant's individual target bonus opportunities range from 5%
to 45% of each participant's base salary at the Target
Opportunity Payout.  The Debtors have previously proposed a
target bonus opportunities range range of 5% to 80%.  
Distribution of participant to target opportunity percentages:

       Target Opportunity              Number of 2008 KMIP
       (% of base salary)                  Participants
       ------------------              -------------------
              45%                                7
              30%                               16
              25%                               20
              20%                               26
              15%                                1
              12%                               40
     
The Debtors estimate to pay approximately $2,500,000 at the
Target Opportunity Payout, compared to their previous estimate of
$6,000,000.

Marc Kieselstein, P.C., Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, relates the Official Committee of Unsecured
Creditors and the Debtors are in discussions regarding the merits
of the 2008 KMIP.  As of Feb. 4, 2008, Mr. Kieseltein says, there
has been no appreciable progress in resolving the differences
between the Debtors and the Creditors Committee.

Rochester Hills, Mich.-based DURA Automotive Systems Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent   
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The company has three locations in Asia -- China, Japan and
Korea.  It has locations in Europe and Latin-America, particularly
in Mexico, Germany and the United Kingdom.

The Debtors filed for chapter 11 petition on Oct. 30, 2006 (Bankr.
D. Del. Case No. 06-11202).  Richard M. Cieri, Esq., Marc
Kieselstein, Esq., Roger James Higgins, Esq., and Ryan Blaine
Bennett, Esq., of Kirkland & Ellis LLP are lead counsel for the
Debtors' bankruptcy proceedings.  Mark D. Collins, Esq., Daniel J.
DeFranseschi, Esq., and Jason M. Madron, Esq., of Richards Layton
& Finger, P.A. Attorneys are the Debtors' co-counsel.  Baker &
McKenzie acts as the Debtors' special counsel.

Togut, Segal & Segal LLP is the Debtors' conflicts counsel.
Miller Buckfire & Co., LLC is the Debtors' investment banker.
Glass & Associates Inc., gives financial advice to the Debtor.
Kurtzman Carson Consultants LLC handles the notice, claims and
balloting for the Debtors and Brunswick Group LLC acts as their
Corporate Communications Consultants for the Debtors.

As of July 2, 2006, the Debtor had $1,993,178,000 in total assets
and $1,730,758,000 in total liabilities.  The Debtors have asked
the Court to extend their plan filing period to April 30, 2008.

(Dura Automotive Bankruptcy News, Issue No. 45; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).  


ELITE PHARMA: Posts $2.8M Net Loss in 3rd Qtr. Ended Dec. 31
------------------------------------------------------------
Elite Pharmaceuticals Inc. reported a net loss of $2,858,103 for
the third quarter ended Dec. 31, 2007, compared with a net loss of
$3,564,971 in the corresponding period ended Dec. 31, 2006.

Revenues for the three months ended Dec. 31, 2007, were $176,171,
a decrease of $55,263 or approximately 23.9%, from revenues of
$231,434 for the comparable period of the prior year, and
consisted of $116,366 in manufacturing fees and $59,805 in royalty
fees.  Revenues for the three months ended Dec. 31, 2006,
consisted of $209,139 in manufacturing fees and $22,295 in royalty
fees.  Manufacturing fees declined by 44.0% due to fluctuations in
the number of batches shipped each quarter because of seasonality
of sales and inventory adjustments.  

Other expenses decreased $945,105, or approximately 64.0%, to
$530,685 for the three months ended Dec. 31, 2007, primarily due
to a decrease of $1,299,743 in charges related to the issuances of
stock options and warrants.

Cash and cash equivalents at Dec. 31, 2007, were $5.9 million, an
increase of $2.3 million from the $3.6 million at Dec. 31, 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$16,248,069 in total assets, $4,750,012 in total liabilities, and
$11,498,057 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?2834

                       Going Concern Doubt

As of Dec. 31, 2007, Elite Pharmaceuticals Inc. had approximately
six months of cash available based on current operations.  The
company is considering a number of different financing  
alternatives including seeking additional capital through private
financing or collaborative agreements.  If adequate funds are not
available to the company when needed, it will have to curtail
significantly or delay or eliminate one or more product
development programs.  These matters raise substantial doubt over
the company's ability to continue as a going concern.

                   About Elite Pharmaceuticals

Headquartered in Northvale, New Jersey,Elite Pharmaceuticals Inc.
(AMEX: ELI) -- http://www.elitepharma.com/-- is a specialty  
pharmaceutical company principally engaged in the development and
manufacture of oral, controlled release products.  The company has
two products, Lodrane 24(R) and Lodrane 24D(R), currently being
sold commercially, and a pipeline of seven drug candidates under
development in the therapeutic areas that include pain management,
allergy and infection.  


ESSENTIAL INNOVATION: Peterson Sullivan Raises Going Concern Doubt
------------------------------------------------------------------
Seattle-based Peterson Sullivan PLLC expressed substantial doubt
about the ability of Essential Innovations Technology Corp. to
continue as a going concern after it audited the company's
financial statements for the year ended Oct. 31, 2007.  The
auditing firm reported that the company has experienced recurring
losses from operations and has a substantial accumulated deficit.

The company posted a net loss of $4,106,771 on total revenues of
$2,754,372 for the year ended Oct. 31, 2007, as compared with a
net loss of $7,689,324 on total revenues of $2,335,302 in the
prior year.

At Oct. 31, 2007, the company's balance sheet showed $1,250,260 in
total assets and $3,671,093 in total liabilities, resulting in
$2,420,833 stockholders' deficit.  

The company's consolidated balance sheet at Oct. 31, 2007, also
showed strained liquidity with $636,826 in total current assets
available to pay $3,671,093 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2826

                   About Essential Innovations

Bellingham, Washington-based Essential Innovations Technology
Corp. (OTCBB: ESIV) -- http://www.eitechcorp.com/-- through its  
wholly owned subsidiaries Essential Innovations Corp. and Earth
Source Energy Inc., provides geothermal heat exchange, or geo-
exchange, solutions for residential, commercial, and institutional
applications as both a geo-exchange energy service company, or
ESCO, and as a manufacturer of proprietary geothermal heat pump
technology.


EUROFRESH INC: Moody's Rating Unmoved by Deal to Refinance Debt
---------------------------------------------------------------
Moody's Investors Service stated that the requirement that
Eurofresh, Inc. have a signed commitment by March 31, 2008 to
refinance obligations under its existing bank credit agreement has
not at this point had any impact on the company's ratings,
including its Caa3 corporate family rating.  The rating outlook
remains negative.

On January 31, 2008, Eurofresh made the interest payment due
January 15 on its 11 & half;% 2013 Senior Notes, within the
applicable 30-day grace period.  The payment followed the Jan. 29,
2008 execution of a Forbearance and Modification Agreement with
the company's bank lenders.  This Forbearance Agreement provided
that the bank lenders would forbear from exercising their rights
and remedies with respect to all existing defaults.  

The Forbearance Agreement, among other things, also changed the
maturity date of the bank credit agreement to July 31, 2008, and
requires that Eurofresh obtain a signed commitment letter from
third party sources to refinance outstanding obligations due to
existing bank lenders by March 31, 2008. (As of January 14, 2008,
the company was indebted under its existing bank facilities for
revolving credit loans and letters of credit of approximately
$35.88 million and term loans of about $19.25 million.)

Furthermore, on March 15, 2008, Eurofresh must reduce outstanding
balances under the existing revolving credit agreement by
$10 million, at which time the existing $40 million revolving
credit commitment will be permanently reduced to $30 million.  On
and after March 15, 2008, existing revolving credit lenders have
no obligation to make any advances unless there is availability
under a borrowing base.

In the Dec. 20, 2007 downgrade of Eurofresh's ratings, Moody's
noted that a bank covenant had already been violated and
anticipated another bank covenant violation at year end.  Moody's
expressed concern about Eurofresh's need to obtain an amendment
and waiver from its banks, and the increased possibility that the
company could have difficulty meeting its debt service
requirements as scheduled.

Moody's will monitor closely the company's progress in making the
$10 million debt payment on March 15, in obtaining a signed
commitment by March 31 to refinance its bank obligations and in
executing new bank agreements by July 31st.

Based in Wilcox, Arizona, Eurofresh, Inc., is a leading producer
of greenhouse-grown tomatoes. Sales for the twelve months ended
Sept. 30, 2007 were approximately $169 million.


F.C.D.C. COAL: Involuntary Chapter 11 Case Summary
--------------------------------------------------
Alleged Debtor: F.C.D.C. Coal, Inc.
                Attention: Black Diamond Resources, Inc.
                3591 Paris Pike
                Lexington, KY 40511

Case Number: 08-50368

Debtor-affiliates that were filed separate involuntary Chapter 11
petitions:

        Entity                                     Case No.
        ------                                     --------
        Martin Coal Processing Corp.               08-50369
        Spurlock Energy Corp.                      08-50370
        Turner Elkhorn Mining Co.                  08-50371
        Wolverine Resources, Inc.                  08-50372
        Black Diamond Mining Co., L.L.C.           08-70066
        Black Diamond Land Co., L.L.C.             08-70067

Involuntary Petition Date: February 19, 2008

Court: Eastern District of Kentucky (Lexington)

Petitioner's Counsel: Robert J. Brown, Esq.
                         (lexbankruptcy@wyattfirm.com)
                      Wyatt, Tarrant & Combs, L.L.P.
                      250 West Main Street, Suite 1600
                      Lexington, KY 40507-1746
                      Tel: (859) 233-2012
                      http://www.wyattfirm.com/
         
   Petitioners                 Nature of Claim      Claim Amount
   -----------                 ---------------      ------------
C.I.T. Capital U.S.A., Inc.    loan                 $125,802,807
505 Fifth Avenue
New York, NY 10017

The Prudential Insurance Co.   secured portion      $29,775,000
of America                     of loan, including
Two Prudential Plaza           principal, interest
180 North Stetson, Suite 5600  and fees
Chicago, IL 60601-6716

The C.I.T Group/Commercial     secured loan         $2,500,000
Services, Inc.
301 South Tryon Street
Charlotte, NC 28202


FIRST MAGNUS: Seeks Court's Approval of Settlement Pact with UBS
----------------------------------------------------------------
First Magnus Financial Corporation asks the Hon. James Marlar of
the U.S. Bankruptcy Court for the District of Arizona to approve a
settlement agreement with UBS Real Estate Securities, Inc.  

The parties have agreed that by entering into the stipulation,
UBS will vote for and will not object to the Debtor's Chapter 11
Plan of Liquidation.  The stipulation reached on Feb. 6, 2008,
specifically provides that:

     (1) UBS will assign to the Debtor its rights to $1,061,181
         in funds that the Debtor collected in escrow as interim
         servicer of the mortgage loans, for the payment of taxes
         and insurance premiums with respect to the real
         properties securing the loans;

     (2) UBS will retain all cash and cash equivalents in its
         possession or in the possession of its affiliates that
         had business dealings with the Debtor, including all
         cash in the account UBS maintained pursuant to the two
         agreements;

     (3) UBS will relinquish any other claims against the Debtor;

     (4) the Debtor will relinquish any right, title, and
         interest in the cash to be retained by UBS, as well as
         other claims against UBS or its affiliates that had
         business dealings with the Debtor, and will provide a
         complete release as to UBS and its concerned affiliates;

     (5) the Settlement Agreement will be incorporated into the
         Plan; and

     (6) UBS will pay $150,000 to the Debtor, which payment is
         not subject to any right of appeal.

The dispute between the parties ensued after the Debtor allegedly
breached their agreements reached on June 1, 2006, under which
the Debtor sold mortgage loans to UBS.  As a result of the
alleged breach of contracts, UBS incurred significant net loss.
UBS alleged that as of Aug. 20, 2007, the Debtor is holding    
$1,061,181 in fund, which it did not turn over to UBS as required
under their agreements.

                    UBS Wants to Vote on Plan

As reported in the Troubled Company Reporter on Jan. 31, 2008,
UBS Real Estate Securities Inc., asked the Court to virtually
allow its claim for voting purposes with respect to First Magnus'
Chapter 11 Plan of Liquidation.

"[UBS] intends to vote its claim based upon the $20,000,000
estimate contained in its proof of claim," said Kasey C. Nye,
Esq., at Quarles & Brady LLP, in Tucson, Arizona.  He added that
UBS wants to ensure that its vote is counted and given
appropriate weight under Section 1126 of the Bankruptcy Code
although the Debtor has not objected to its claim.  

According to Mr. Nye, the claim is unliquidated since it is based
on breaches by the Debtor of its obligations to UBS.

                       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: Court Grants Allegra's Request for Deposition
-----------------------------------------------------------
Upon the request of Allegra Print & Imaging, U.S. Bankruptcy Court
for the District of Arizona compelled First Magnus Financial
Corporation to appear for deposition under oath upon reasonable
notice, pursuant to Rule 2004(d) of the Federal Rules of
Bankruptcy Procedure.

Allegra says that the Debtor will be examined with respect to its
acts, conduct, property, liabilities and financial condition, or
to any matter that may affect the administration of its estate and
its right to a discharge.

In connection with the deposition, Allegra will ask the Debtor to
produce these documents to Scott D. Gibson, Esq., at Gibson,
Nakamura & Green PLLC, no later than 10 days after service of the
notice of the examination:

     (i) payment, correspondence and employment records of Tyler
         Ford with regards to work it provided to the Debtor and
         Long Realty;                      

    (ii) advertising, marketing and copying records of a "Step By
         Step Guide to Buying a Home" for the Debtor and Long
         Realty;

   (iii) records of Tyler Ford's copyright with regards the "Step
         By Step Guide To Buying a Home".
                                                                                             
Allegra says that the examination would not be necessary if the
Debtor produces the documents before the date of the examination.

Rule 2004 examination will be conducted at the law offices of
Gibson Nakamura at 2941 N. Swan Road, Suite 101, in Tucson,
Arizona, or as agreed upon by the parties.

In December, Allegra asked the Court to compel First Magnus to pay
$166,755 as administrative expenses.  The claim asserted is for
the value of goods delivered and sold to the Debtor in its
ordinary course of business within 20 days before the Petition
Date, according to Allegra.

Allegra said payments on the claim have been credited and
deducted, and that the claim is neither held by security interest
nor subject to any set-off or counterclaim.  

First Magnus have asked the Court to deny the administrative
claims, saying that Allegra failed to prove that the Debtor
received the goods within 20 days before the bankruptcy filing.

The Debtor points out that Allegra provided the company with
invoices that purport to evidence the purchase of goods but it did
not provide proof of delivery or receipt confirming that the
Debtor actually received the goods within 20 days preceding the
bankruptcy filing.

The Official Committee of Unsecured Creditors supports the
Debtor's arguments.

                        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: Court Orders WNS' Subpoena for Arizona Bank Quashed
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona granted The
National Bank of Arizona's request to quash the subpoena served by
WNS North America Inc., and issue a protective order denying
discovery from the bank.

As reported in the Troubled Company Reporter on Feb. 13, 2008,
National Bank of Arizona told the Court that WNS failed to explain
the relevance of the information WNS requested.

"WNS failed to describe the relationship of the interrogatories
to plan confirmation or the administration of the bankruptcy
case.  In addition, the discovery seeks privileged information
which is not subject to discovery," said Sally M. Darcy, Esq., at
McEvoy, Daniels & Darcy PC, in Tucson, Arizona.

According to Ms. Darcy, the National Bank of Arizona could easily
and readily obtained from the Debtor and its officers and
directors most of the information requested by WNS, pointing out
that Debtor knows who it did business with the National Bank of
Arizona, and its officers can testify about who they know at the
bank.

"In fact, this was the bank's suggestion to WNS before it
commenced taking the depositions of the Debtor's officers and the
proposed Litigation and Liquidation Trustees," Ms. Darcy pointed
out.  She added WNS has failed to identify specific officers of
the bank or a time frame for any personal, social or business
relationships, or the relevance of these relationships to date.

                        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 NLC: Court Appoints Berger Singerman as Counsel
-----------------------------------------------------
The United States Bankruptcy Court for the Southern District of
Florida approved the request of First N.L.C. Financial Services,
L.L.C., N.L.C., Inc. and First N.L.C., Inc. to employ Berger
Singerman, P.A. as their general counsel, on an interim basis.

Berger Singerman will:

   a. advise the Debtors with respect to their powers and duties
      as debtors-in-possession and the continued management of
      their business operations;

   b. give advice with respect to their responsibilities in
      complying with the U.S. Trustee's Operating Guidelines and
      Reporting Requirements and with the rules of the court;

   c. prepare motions, pleadings, orders, applications, adversary
      proceedings, and other legal documents necessary in the
      administration of these cases;

   d. protect the interests of the Debtors in all matters pending
      before the court; and

   e. represent the Debtors in negotiations with their creditors
      and in the preparation of a plan.

Paul Steven Singerman, Esq. and Arthur J. Spector, Esq., both
shareholders at Berger Singerman, will be principally responsible
for the representation of the Debtors.  Mr. Singerman will bill at
$510 an hour and Mr. Spector will bill at $480 an hour.

Berger Singerman's standard hourly rates are:

      Designation              Rates
      -----------              -----
      Attorney                 $220-$510
      Associate Attorney       $250-$370
      Legal Assistant          $75-$170
      Paralegal                $75-$170

The Debtors believe that the employment of Berger Singerman is
necessary and in the best interest of the Debtors' estates.

The firm can be reached at:

                Arthur J. Spector, Esq.
                   (aspector@bergersingerman.com)
                Berger Singerman, P.A.
                350 East Las Olas Boulevard, Suite 1000
                Fort Lauderdale, FL 33301
                Tel: (954) 525-9900
                Fax: (954) 523-2872                
                http://www.bergersingerman.com/

         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: El-Kam Realty and Century Road Demand Lease Payments
---------------------------------------------------------------
Lessors El-Kam Realty Co. and Century Road Plaza LLC ask the Hon.
James M. Peck of the U.S. Bankruptcy Court for the Southern
District of New York to direct Fortunoff Fine Jewelry and
Silverware LLC and its debtor-affiliates to pay its lease pursuant
to separate lease agreements they signed with the Debtors.

                       El-Kam Realty Lease

The Debtors, as lessee, and El-Kam Realty Co., as lessor, entered
into three lease agreements for nonresidential property,
effective as of July 1, 2007.  Pursuant to the Leases, the
Debtors occupy floors 1, 2, and 11 of a building located at 3
West 57th Street, New York.  

The terms of the Leases were supposed to end on June 30, 2008,
but the Debtors extended it to Jan. 31, 2009.  The Leases'
aggregate monthly rent for February 2008 is $474,863.

David J. Mark, Esq., at Kasowitz Benson Torres & Friedman LLP, in
New York, relates that although the Debtors have continuously
occupied the Leased Premises, they have failed to pay rent to El-
Kam since the bankruptcy filing.  

By this motion, El-Kam asks the Court to direct the Debtors to
immediately pay the Landlord $442,114 -- for amounts accrued
under the Leases since the bankruptcy filing -- and pay all future
monthly rent in a timely manner.

Mr. Mark asserts that the Debtors' failure to pay the full rent
since the bankruptcy filing violates Sections 365(d)(3) and
503(1(A) of the Bankruptcy Code.  

"The Debtors cannot dispute that they are obligated to timely pay
El-Kam the total Rent for the month of March, and all subsequent
months until the lease is either assumed or rejected," Mr. Mark
tells Judge Peck.

                     Century Road Plaza Lease

Prior to the bankruptcy filing, the Debtors, as lessee, and
Century Road Plaza, LLC, as lessor, were parties to a
nonresidential real property lease, pursuant to which, the Debtors
occupy a building located at 150 N. State Route 17, Paramus, New
Jersey 07652.

Rick A. Steinberg, Esq., at Nowell Amoroso Klein Bierman P.A., in
Hackensack, New Jersey, informs the Court that the term of the
Lease runs to 2013, and the annual rent is for $1,740,000.  

Under the terms of the Lease, Mr. Steinberg notes, the Debtors
are responsible for payment of real property taxes, inter alia.

Mr. Steinberg tells the Court that although the Debtors have
continuously occupied the Leased Premises since the Petition
Date, the Debtors have failed to pay rent.

Accordingly, Century Road Plaza asks the Court to compel the
Debtors to:

   -- immediately pay all outstanding postpetition rent and
      related charges pursuant to the Lease;

   -- pay subsequent monthly rental in a timely manner;
      and

   -- immediately pay all real estate property taxes, and any
      other taxes due and outstanding for the postpetition
      period.

                        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: May Pay Up to $3 Million Prepetition Delivery Charges
----------------------------------------------------------------
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, authority, on a final
basis, to pay prepetition shipping, warehousing, delivery charges,
and related possessory liens, which are necessary to obtain the
release of goods in the possession of shippers and warehousemen.

The Court, however, limited payments of the Prepetition Delivery
Charges to $3,000,000, in the aggregate.

Judge Peck also authorized and directed all applicable banks and
other financial institutions to receive, process, honor and pay
any and all checks evidencing amounts paid by the Debtors to
Shippers and Warehousemen, whether presented prior to or after
Feb. 4, 2008.

                        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)


FREEPORT-MCMORAN: Moody's Lifts Ratings on Strong Earnings
----------------------------------------------------------
Moody's Investors Service upgraded Freeport's corporate family
rating to Ba1 from Ba2 and undertook these related rating actions:

     (i) upgraded to Baa1 (LGD1, 4%) from Baa2 the senior secured
         rating on Freeport's $500 'million secured revolver;

    (ii) upgraded to Baa1 (LGD1, 9%) from Baa3 the senior secured
         ratings on Freeport's $1 billion secured revolver and
         Freeport's 6.875% senior secured notes; and

   (iii) upgraded to Ba2 (LGD5, 74%) from Ba3 Freeport's $6.0
         billion of senior unsecured notes.  

Moody's also upgraded to Baa2 (LGD2, 16%) from Ba1 the ratings on
Phelps Dodge's notes.  The ratings outlook for Freeport and Phelps
is stable.

The upgrade reflects Freeport's very strong earnings and cash flow
in the current elevated metals price environment, and significant
debt reduction ($1.5 billion) in the fourth quarter of 2007.  The
stable ratings outlook reflects the favorable fundamentals of the
copper market, as well as Freeport's long-life reserve base and
relatively low cost profile.

Rating upgraded are:

* Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Corporate Family Rating: Ba1
  -- Probability of Default Rating: Ba1
  -- $0.5 billion Senior Secured Revolving Credit facility, Baa1,
     LGD1, 4%

  -- $1.0 billion Senior Secured Revolving Credit Facility, Baa1,
     LGD1, 9%

  -- $340.3 million 6.875% Senior Secured Notes due 2014, Baa1,
     LGD1, 9%

  -- $6 billion Senior Unsecured Notes: Ba2, LGD5, 74%

* Issuer: Phelps Dodge Corporation

  -- $107.9 million 8.75% Senior Notes due 2011, Baa2, LGD2, 16%
  -- $115 million 7.125% Senior Notes due 2027, Baa2, LGD2, 16%
  -- $150 million 6.125% Senior Notes due 2034, Baa2, LGD2, 16%
  -- $193.8 million 9.50% Senior Notes due 2031, Baa2, LGD2, 16%

Outlook Actions:

* Issuer: Freeport-McMoRan Copper & Gold Inc.

  -- Outlook: Changed To Stable From Positive

* Issuer: Phelps Dodge Corporation

  -- Outlook: Changed To Stable From Positive

Moody's last rating action on Freeport was to assign a positive
rating outlook in September 2007.

Freeport-McMoRan Copper & Gold Inc. is a Phoenix based producer of
copper, gold and molybdenum and had revenue in 2007 of
$16.9 billion.


FRONTLINE CAPITAL: Wants Plan Filing Deadline Moved to May 2
------------------------------------------------------------
Frontline Capital Group asks the Hon. Robert Drain of the United
States Bankruptcy Court for the Southern District of New York to
further extend their exclusive periods to:

   a) file a Chapter 11 plan until May 2, 2008; and

   b) solicit acceptances of that plan until Aug. 1, 2008.

The Debtor said that it needs additional time to enable to asses
the effects of maximizing recoveries of the remaining Reckson
Strategic Venture Partners LLC platform identified as the Illinois
Toll Highway development project, a 19,000 square feet space along
Illinois Toll Highway.

The Debtor's wholly owned subsidiary, RSI Fund Management LLC,
indirectly manages the business of Reckson Strategic.

A hearing has been set on April 8, 2008, at 10:00 a.m., to
consider the Debtor's request.  If any, objections to approval
must be filed by April 4, 2008.

                      About Frontline Capital

Based in New York City, FrontLine Capital Group is a holding
company that develops and manages companies servicing small and
medium-size enterprises and mobile workforces of larger companies.
The company filed for chapter 11 protection on June 12, 2002
(Bankr. S.D.N.Y. Case No. 02-12909).  John Edward Westerman, Esq.,
Thomas Alan Draghi, Esq., and Mickee M. Hennessy, Esq., at
Westerman Ball Ederer & Miller, LLP, and Sanjay Thapar, Esq., at
Proskauer Rose LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case.  When the Debtor filed for protection from
its creditors, it listed $264,374,000 in assets and $781,374,000
in debts.


GE CAPITAL: Moody's Affirms B3 Rating on $5.944MM Class O Certs.
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of five classes and
affirmed the ratings of 15 classes of GE Capital Commercial
Mortgage Corporation, Commercial Mortgage Pass-Through
Certificates, Series 2003-C1 as:

  -- Class A-1, $5,381,935, affirmed at Aaa
  -- Class A-1A, $184,085,286, affirmed at Aaa
  -- Class A-2, $108,049,000, affirmed at Aaa
  -- Class A-3, $156,269,000, affirmed at Aaa
  -- Class A-4, $367,323,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $41,611,000, affirmed at Aaa
  -- Class C, $16,347,000, affirmed at Aaa
  -- Class D, $25,264,000, upgraded to Aaa from Aa1
  -- Class E, $16,347,000, upgraded to Aa2 from Aa3
  -- Class F, $10,403,000, upgraded to Aa3 from A1
  -- Class G, $16,347,000, upgraded to A2 from A3
  -- Class H, $16,347,000, upgraded to Baa1 from Baa2
  -- Class J, $25,264,000, affirmed at Ba1
  -- Class K, $8,916,000, affirmed at Ba2
  -- Class L, $7,431,000, affirmed at Ba3
  -- Class M, $2,972,000, affirmed at B1
  -- Class N, $10,403,000, affirmed at B2
  -- Class O, $5,944,000, affirmed at B3

As of the Feb. 11, 2008 distribution date, the transaction's
aggregate principal balance has decreased by 12.2% to
$1.04 billion from $1.19 billion at securitization.  The
Certificates are collateralized by 122 loans, ranging in size from
less than 1.0% to 4.0% of the pool, with the top ten loans
representing 24.0% of the pool.  Twenty-eight loans, representing
30.5% of the pool, have defeased and been replaced with U.S.
Government securities.  Three loans have been liquidated from the
trust resulting in aggregate realized losses of approximately
$3.2 million.  There are currently no loans in special servicing.  
Fifteen loans, representing 14.5% of the pool, are on the master
servicer's watchlist.

Moody's was provided with partial or full year 2006 operating
results for 100.0% of the pool.  Moody's weighted average loan to
value ratio for the conduit component is 88.3%, compared to 89.0%
at Moody's last full review in October 2006 and compared to 90.8%
at securitization.  The upgrade of Classes D, E, F, G and H is due
to increased defeasance and credit support and overall stable
conduit performance.

The shadow rated loan is the Landmark Atrium III Loan
($40.6 million 3.9%), which is secured by a 445,000 square foot
office building located in Secaucus, New Jersey.  As of March,
2007, the property was 40.4% leased compared to 83.0% at last
review and compared to 91.3% at securitization.  The largest
tenant is Buck Consultants, Inc. occupying 28% of NRA with the
lease expiring July 2011.  The Buck Consultants space is leased at
$30 per square foot, while rents at the subject average $22.8 per
square foot.  Moody's current shadow rating is below investment
grade compared to Baa3 at last review and at securitization.

The top three conduit loans represent 9.9% of the pool.  The
largest conduit loan is the 801 Market Street Loan
($41.2 million -- 4.0%), which is secured by a 370,000 square foot
office condominium situated within a one million square foot
office building in Philadelphia, Pennsylvania.  The condominium
includes part of the basement, ground floor retail and all of
floors 7 through 13.  The office building was built in 1928 and is
located in the Market Street East submarket of the Philadelphia
CBD.  Average in place rent and occupancy at securitization and
currently is $16.60 and 75.0% and $19.50 and 94.0%, respectively.  
The largest tenant is the GSA, occupying 41% of NRA with the lease
expiring in December 2012.  Moody's LTV is in excess of 100.0%
compared to 98.4% at last review and 96.5% at securitization.

The second largest conduit loan is the Centennial Center Loan
($39.2 million -- 3.8%), which is secured by a 234,000 square foot
community center located in Las Vegas, Nevada.  The property was
built between 2001 and 2002 and is situated 12 miles northwest of
the Las Vegas Strip.  This property is anchored by Home Depot (30%
of NRA, lease expiring in January, 2031), Circuit City (9% of NRA,
lease expiring in January, 2022) and Ross Stores (8% of NRA, lease
expiring in January, 2017).  It is also shadow anchored by Wal-
Mart and Sam's Club.  Moody's LTV is 96.4% compared to 97.2% at
last review and 103.9% at securitization.

The third largest conduit loan is the Laguna Gateway Loan
($23.4 million -- 2.2%), which is secured by a 207,500 square foot
retail center located in Elk Grove, California.  Moody's LTV is
70.7% compared to 71.4% at last review and 82.8% at
securitization.


GE CAPITAL: Moody's Junks Ratings on Two Certificate Classes
------------------------------------------------------------
Moody's Investors Service upgraded the rating of one class,
downgraded the ratings of two classes and affirmed the ratings of
six classes GE Capital Commercial Mortgage Corporation, Commercial
Mortgage Pass-Through Certificates, Series 2000-1 as:

  -- Class A-2, $414,089,940, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $28,293,243, affirmed at Aaa
  -- Class C, $31,829,898, affirmed at Aa3
  -- Class D, $8,841,638, upgraded to A2 from A3
  -- Class E, $22,988,260, affirmed at Baa2
  -- Class F, $8,841,638, affirmed at Baa3
  -- Class H, $6,189,147, downgraded to Ca from Caa1
  -- Class I, $5,304,983, downgraded to C from Ca

As of the Jan. 17, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 21.5%
to $555.1 million from $707.3 million at securitization.  The
Certificates are collateralized by 91 mortgage loans ranging in
size from less than 1.0% to 6.7% of the pool with the top 10 loans
representing 30.1% of the pool.  Thirty two loans, representing
38.9% of the pool, have defeased and are secured by U.S.
Government securities.

Ten loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $25.2 million.  Currently
one loan, representing 1.5% of the pool, is in special servicing.  
Moody's is estimating a $3.1 million loss from this specially
serviced loan.  Eighteen loans, representing 21.0% of the pool,
are on the master servicer's watchlist.

Moody's was provided with full-year 2006 and partial-year 2007
operating results for approximately 97.4% and 68.6% of the pool,
respectively, excluding defeased and credit tenant lease loans.  
Moody's loan to value ratio is 93.1%, compared to 89.0% at Moody's
last full review in March 2007 and 88.1% at securitization.  
Moody's is upgrading Class D due to the pool's increase in
defeasance.  Moody's is downgrading Classes H and I due to an
overall decline in pool performance, realized and expected losses
and LTV dispersion.  Based on Moody's analysis, 32.7% of the pool
has an LTV greater than 100.0%, compared to 18.9% at last review
and 0.3% at securitization.  Classes K, L and M have been
eliminated due to realized losses.

The top three non-defeased exposures represent 15.9% of the
outstanding pool balance.  The largest exposure is the Synergy
Business Park I and II Portfolio Loans ($37.0 million - 6.7%),
which consist of two cross collateralized and cross defaulted
loans secured by eight office buildings located in Brentwood
(Nashville), Tennessee.  The portfolio totals 491,800 square feet
and was 90.0% occupied as of September 2007, compared to 86.0% at
last review.  Property performance has been stable since last
review, however leases for approximately 31.0% of the NRA roll
within the next 12 months.  According to Torto Wheaton market
data, the Brentwood office market had an 8.7% vacancy rate as of
year-end 2007 which is expected to increase to 19.1% by year-end
2008.  The loan is on the servicer's watchlist due to low debt
service coverage and lease rollover.  Moody's LTV is in excess of
100.0%, compared to 96.1% at last review.

The second largest loan is the Embassy Suites Loan ($29.1 million
- 5.3%), which is secured by a 372-room full service hotel located
in New Orleans, Louisiana.  The hotel's performance has been
significantly impacted by the decline in tourist and convention
activity in New Orleans since hurricane Katrina.  The loan sponsor
is FelCor Lodging Trust, Inc.  The loan is on the servicer's
watchlist due low debt service coverage.  Moody's LTV is
significantly in excess of 100.0%, the same as at last review.

The third largest loan is the Links at Oklahoma City Loan ($22.0
million -- 4.0%), which is secured by a 588-unit apartment complex
located in Oklahoma City, Oklahoma.  The property was 98.0% leased
as of June 2007, essentially the same as at last review.  Moody's
LTV is 75.8%, compared to 76.9% at last review.


GEN CON: Says Bankruptcy Won't Interrupt Operations and Events
--------------------------------------------------------------
Bankruptcy won't stop Gen Con LLC from hosting a gamers' event
this year, Indianapolis Convention & Visitors Association told
Erika D. Smith of the IndyStar News.

A summary of the bankruptcy petition of Gen Con was reported by
the Troubled Company Reporter on Tuesday, Feb. 19, 2008.

On Feb. 15, 2008, Gen Con LLC said its chapter 11 filing was
necessary as a result of significant unforeseen expenses
associated with attempts to expand its core business to encompass
externally licensed events.  Gen Con said its flagship show, Gen
Con Indy, remains a vibrant and profitable event.  Gen Con Indy
will take place as scheduled Aug. 14 to 17, 2008, in Indianapolis,
Indiana.

IndyStar reveals that some 25,000 people will attend the event and
will realize about $25 million in revenues to be hosted by Gen Con
Indy.  The Debtor has a contract with Indianapolis until 2010,
IndyStar relates.

Bob Schultz told IndyStar that Indiniapolis is the Gen Con's
biggest event.

In a statement published on its Web site, Gen Con disclosed that
the protections afforded by chapter 11 will allow the Debtor to
further its efforts to address its liquidity needs, preserve value
for its creditors and explore strategic alternatives for the
business.

Peter D. Adkison, CEO of Gen Con said, "Because the fundamentals
of our business are strong; and because our debt problems are
challenges mostly linked to one-time events, we feel confident
that the profile of our company will benefit under chapter 11 and
come out strong in the end.

Gen Con LLC assured the public that it will continue to operate
without interruption during this process and looks forward to an
expeditious resolution to the short-term challenges and the
ability to focus entirely on producing Gen Con Indy, The Best Four
Days in Gaming.  International Gen Con events are unaffected by
this situation and will continue to operate as scheduled.

                        About Gen Con LLC

Seattle, Washington-based Gen Con LLC -- http://www.gencon.com/  
-- manages hobby gaming events and sponsors annual conventions.  
It produces the largest consumer fantasy, sci-fi and adventure
game convention in North America.  Its operations include Gen Con
Indy and licensees for European and Asia Pacific Gen Con shows.  
It was acquired in 2002 by former CEO and founder of Wizards of
the Coast Peter Adkison, who solely owns the company headquartered
in Seattle, Washington.  Gen Con is a consumer and trade
experience dedicated to gaming culture and community.

The company filed for chapter 11 protection on Feb. 15, 2008
(Bankr. W.D. Wa. Case No. 08-10844).  Shelly Crocker, Esq., at
Crocker Kuno LLC.  When the Debtor filed for bankruptcy, it listed
assets and debts between $1 million and $10 million.


GENER8XION ENTERTAINMENT: Farber Hass Raises Going Concern Doubt
----------------------------------------------------------------
Los Angeles-based Farber Hass Hurley & McEwen LLP raised
substantial doubt about the ability of Gener8Xion Entertainment,
Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Oct. 31, 2007.  
The auditor pointed to the company's incurred operating losses
since inception.

The company posted a net loss of $592,570 on total revenues of
$9,862,299 for the year ended Oct. 31, 2007, as compared with a
net loss of $5,768,433 on total revenues of $5,708,329 in the
prior year.

At Oct. 31, 2007, the company's balance sheet showed $2,622,514 in
total assets and $3,002,734 in total liabilities, resulting in
$380,220 stockholders' deficit.

The company's consolidated balance sheet at Oct. 31, 2007, also
showed strained liquidity with $2,014,466 in total current assets
available to pay $3,002,734 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2825  

                    About Gener8Xion Entertainment

Based in Burbank, California, Gener8Xion Entertainment Inc.,
(OTC BB: GNXE.OB) -- http://www.8x.com/-- is an integrated media  
company engaged in various operating activities including film and
television production and distribution, sales and rentals of film
and video equipment, systems integration and studio facility
management.


GENERAL DATACOMM: Dec. 31 Balance Sheet Upside-Down by $32.3 Mil.
-----------------------------------------------------------------
General DataComm Industries Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $9.9 million in total assets and
$42.2 million in total liabilities, resulting in a $32.3 million
total stockholders' deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $6.2 million in total current
assets available to pay $36.9 million in total current
liabilities.

The company reported a net loss of $751,000 for the first quarter
ended Dec. 31, 2007, compared with a net loss of $455,000 in the
same period ended Dec. 31, 2006.

Revenues for the three months ended Dec. 31, 2007, increased
$521,000, or 14.6%, to $4.1 million from $3.6 million reported for
the three months ended Dec. 31, 2006.  Product revenues increased
$454,000, or 15.3%, while service revenues increased by $67,000 or
11.3%.

Gross Margin as a percentage of revenues, in the three months
ended Dec. 31, 2007, was 52.6% as compared to 63.1% in the three
months ended Dec. 31, 2006.

Selling, general and administrative expenses increased to
$1.6 million, or 38.1% of revenue in the three months ended
Dec. 31, 2007, from $1.3 million, or 37.6% of revenue in the three
months ended Dec. 31, 2006.  

Research and product development expenses increased to $683,000,
or 16.7% of revenues in the three months ended Dec. 31, 2007, as
compared to $608,000 or 17.1% of revenues in the three months
ended Dec. 31, 2006.  

Interest expense decreased to $777,000 in the three months ended
Dec. 31, 2007, from $795,000 in the three months ended Dec. 31,
2006.  The lower interest charges resulted primarily from a
reduction in high interest-bearing obligations which were paid off
in 2007, and a repurchase of debentures from the company's then
senior lender in 2007.

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?2844  

                        Going Concern Doubt

Eisner LLP, in New York, expressed substantial doubt about General
DataComm Industries Inc.'s ability to continue as a going concern
after auditing the company's consolidated financial statements for
the years ended Sept. 30, 2007, and 2006.  The auditing firm
reported that the company has both a working capital and
stockholders' deficit at Sept. 30, 2007, and has no current
ability to obtain new financing.  In addition, the company does
not have the ability to repay approximately $27.8 million of
Debentures including accrued interest which mature on Oct. 1,  
2008.

                      About General DataComm

Based in Naugatuck, Connecticut, General DataComm Industries Inc.
(Other OTC: GNRD.PK) -- http://www.gdc.com/-- provides secure,  
NEBS-compliant networking for telcos, governments and businesses.
GDC's solutions help customers to bridge technologies, maximize
their investments in existing voice and data networks, and
transition to the newest network architectures.

GDC's product offerings enable legacy and DSL network access;
bandwidth management, multiprotocol label switching (MPLS), voice
over IP (VoIP), Ethernet, power over Ethernet (PoE), and wireless
networking, and are supported by services for network
installation, maintenance, operations, repair, enterprise security
management and complete network outsourcing.


G-I HOLDINGS: Court Approves Dewey & Lebeouf as Counsel
-------------------------------------------------------
The United States Bankruptcy Court for the District of New Jersey
gave G-I Holdings Inc. and its debtor-affiliates authority to
employ Dewey & Leboeuf LLP as counsel, Bill Rochelle of Bloomberg
News reports.

Dewey & LeBoeuf will:

   a) advise the Debtors with respect to their powers and duties
      as debtor-in-possession in the continued operation of their
      business;

   b) advise the Debtors with respect to all general bankruptcy
      matters;

   c) prepare on behalf of the Debtors all necessary applications,
      answers, orders, and papers in connection with the
      administration of their estates;

   d) represent the Debtors at all critical hearings on matters
      relating to their affairs and interest as debtors-in-
      possession before this Court, any federal or state courts or
      administrative panels, any appellate courts, the United
      States Supreme Court, and protecting the interest of the
      Debtors;

   e) prosecute and defend litigated matters that may arise during
      these cases, including matters as may be necessary for the
      protection of the Debtors' rights, the preservation of
      estate assets, or the resolution of the Debtors' Chapter 11
      cases;

   f) prosecute and implementing a plan or reorganization;

   g) negotiate appropriate transactions and prepare any necessary
      documentation related thereto;

   h) advise, assist and negotiate the sale of all or part of the
      Debtors' remaining assets pursuant to 11 U.S.C. Section 363
      or the plan of reorganization;

   i) represent the Debtors on matters relating to the assumption
      or rejection of any remaining executory contracts and
      unexpired leases;

   j) advise the Debtors with respect to corporate, securities,
      real estate, litigation, labor, finance, insurance,
      regulatory, tax, healthcare and other matters which may
      arise during the pendency of these cases; and

   k) perform all other legal services that are necessary for the
      efficient and economic administration of these cases.

The firm's professionals and their compensation rates are:

      Attorneys                        Hourly Rate
      ---------                        -----------
      Martin Bienenstock, Esq.             $950
      Timothy Karcher, Esq.                $625
      Harry Garner, Esq.                   $550
      Robert Cortes, Esq.                  $440

      Designation                      Hourly Rate
      -----------                      -----------
      Partners                          $625-$950
      Associates                        $325-$575
      Paralegals                        $175-$230

To the best of the Debtors knowledge the firm is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                        About G-I Holdings

Based in Wayne, New Jersey, G-I Holdings, Inc., is a holding
company that indirectly owns Building Materials Corporation of
America, a manufacturer of premium residential and commercial
roofing products.  The company filed for chapter 11 protection on
Jan. 5, 2001 (Bankr. D. N.J. Case No. 01-30135).  An affiliate,
ACI, Inc., filed its own voluntary chapter 11 petition on Aug. 3,
2001.  The cases were consolidated on Oct. 10, 2001.  Weil,
Gotshal & Manges LLP, and Riker, Danzig, Scherer, Hyland &
Perretti LLP, represent the Debtors.

Lowenstein Sandler PC represents the Official Committee
of Unsecured Creditors.

C. Judson Hamlin was appointed by the Court as the Legal
Representative for Present and Future Holders of Asbestos Related
Demands.  Keating, Muething & Klekamp, P.L.L., represents the
Futures Representative.


GS MORTGAGE: Moody's Chips Rating on $28.18MM Class G Certs. to B1
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of one class and
affirmed the ratings of seven classes of GS Mortgage Securities
Corporation II, Commercial Mortgage Pass-Through Certificates,
Series 1998-GL II as:

  -- Class A-2, $240,595,402, Fixed, affirmed at Aaa
  -- Class X, Notional Balance, affirmed at Aaa
  -- Class B, $91,595,000, Fixed, affirmed at Aaa
  -- Class C, $84,549,000, Fixed, affirmed at Aaa
  -- Class D, $98,641,000, Fixed, affirmed at Aaa
  -- Class E, $70,458,000, Fixed, affirmed at Aaa
  -- Class F, $63,411,000, Fixed, affirmed at Baa1
  -- Class G, $28,183,997, Fixed, downgraded to B1 from Ba1

The securities are collateralized by six mortgage loans of which
three loans have fully defeased, and one loan (Tharaldson Pool A)
has partially defeased.  The March 2008 distribution will indicate
the payoff of the Tharaldson Pool B loan and the pay offs of both
the defeased and non-defeased portions of the Tharaldson Pool A
loan.  These pay offs will result in the Marriott Desert Springs
Loan ($82.8 million) being the sole non-defeased loan in the pool.

Moody's is downgrading Class G due to the deteriorated performance
of the Marriott Desert Springs Loan.

The Marriott Desert Springs is an 884-room resort hotel located in
Palm Desert, California.  The hotel features two 18-hole golf
courses, a 38,000 square foot spa, 49,000 square feet of meeting
space, and other amenities typical of resort hotels.  Major
renovations to the lobby atrium and spa were recently completed at
the hotel, which was originally built in 1987.

RevPAR for calendar year 2007 was $128.15, representing
approximately an 8.1% increase from RevPAR at securitization in
1998.  However, total operating expenses increased approximately
23% during the same period.  The hotel has experienced difficult
market conditions with several hotels all competing for the same
group business.  Additionally, several new hotels are scheduled to
open in the near future.

The fixed rate loan, which has amortized approximately 19.1% since
securitization, has an Anticipated Repayment Date of June 11, 2010
with a final maturity date of Dec. 11, 2022.  The scheduled
principal loan balance at the ARD will be approximately
$75.1 million ($84,954 per room).  The loan sponsor is an indirect
wholly-owned subsidiary of Host Hotels & Resorts, Inc. (Moody's
senior unsecured Ba1; outlook Stable).


GS MORTGAGE: S&P Junks Two Certs. Ratings, Removes Neg. Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of commercial mortgage-backed securities pass-through
certificates from GS Mortgage Securities Corp.'s series 2006-RR2
and removed them from CreditWatch with negative implications,
where they were placed on Jan. 23, 2008.  Concurrently, S&P
affirmed its ratings on 14 certificates from the same transaction,
including the rating on class N, which S&P removed from
CreditWatch with negative implications.
     
The lowered ratings reflect the downgrade of Short-Term Asset
Receivables Trust's net lease pass-through certificate series BC
2000-A to 'D' from 'BB'.  This certificate is the largest trust
asset in GS Mortgage Securities Corp. II's series 2006-RR2, at 4%
of the trust balance.
     
The affirmations reflect credit support levels that adequately
support the current ratings.
     
As of the Jan. 25, 2007, remittance report, the collateral pool
consisted of 78 classes of subordinated fixed-rate CMBS pass-
through certificates with an aggregate principal balance of
$778.0 million, the same as at issuance.  In addition, Standard &
Poor's rates 84.2% of the certificates by balance, and the
weighted average rating is 'BBB'; the remaining 15.8% of the
certificates, by balance, are not rated by Standard & Poor's but
have weighted average credit characteristics commensurate with
'BB+' rated obligations.  Eighty-four percent of the certificates
have investment-grade ratings or have received credit estimates
commensurate with those for investment-grade obligations, the
same as at issuance.
     
The collateral pool includes 58 distinct CMBS transactions issued
between 1996 and 2006.  Additionally, 52% of the trust's
collateral balance is concentrated in transactions that are
currently in or are entering the peak default period for CMBS, as
noted in Standard & Poor's annual CMBS default study.  In
addition, 27% of the trust's collateral balance is concentrated in
the following five underlying transactions:

     -- Wachovia Bank Commercial Mortgage Trust's series 2006-C23
        (6%);

     -- Greenwich Capital Commercial Funding Corp.'s series
        2005-GG5 (6%);

     -- GS Mortgage Securities Trust's series 2006-GG6 (5%);

     -- Credit Suisse First Boston Mortgage Securities Corp.'s
        series 2005-C5 (5%); and

     -- Beckman Coulter Net Lease Pass-Through Certificate's
        series BC 2000-A (4%).
     
The 58 CMBS transactions are collateralized by 9,393 loans with a
current outstanding principal balance of $107.5 billion, down from
10,321 loans with an aggregate principal balance of $108.0 billion
at issuance.
     
The collateral consists of CMBS pass-through certificates rather
than mortgage loans.  As such, losses associated with the loans
are first realized by the CMBS trusts that issued the pass-through
certificates.  Realized losses on the first-loss positions will
result in principal losses in reverse sequential order to the
classes from GS Mortgage Securities Corp. II.  Currently, first-
loss positions account for 4% of the collateral.  Subordination is
available to absorb various losses experienced by the remaining
collateral before the GS Mortgage Securities Corp. II certificates
are affected.  

Standard & Poor's analysis included loss projections on the
underlying collateral and an evaluation of the impact of those
losses on the transaction's capital structure.  The resultant
credit support levels adequately support the lowered and affirmed
ratings.
    

       Ratings Lowered and Removed from Creditwatch Negative
     
                  GS Mortgage Securities Corp. II
   Commercial mortgage pass-through certificates series 2006-RR2

                   Rating
                   ------
           Class  To     From           Credit enhancement
           -----  --     ----           ------------------
           O      B      B+/Watch Neg         1.75%
           P      CCC+   B/Watch Neg          1.13%
           Q      CCC    B-/Watch Neg         1.00%

       Rating Affirmed and Removed from Creditwatch Negative
  
                 GS Mortgage Securities Corp. II
   Commercial mortgage pass-through certificates series 2006-RR2

                   Rating
                   ------
       Class     To     From             Credit enhancement
       -----     --     ----             ------------------
       N         BB-    BB-/Watch Neg           2.75%

                          Ratings Affirmed
     
                  GS Mortgage Securities Corp. II
   Commercial mortgage pass-through certificates series 2006-RR2

             Class      Rating       Credit enhancement
             -----      ------       ------------------
             A-1        AAA                35.00%
             A-2        AAA                21.00%
             B          AA+                16.88%
             C          AA                 15.00%
             D          AA-                13.50%
             E          A+                 12.00%
             F          A                  10.88%
             G          A-                  9.75%    
             H          BBB+                8.00%
             J          BBB                 6.75%
             K          BBB-                5.75%
             L          BB+                 4.75%
             M          BB                  3.75%


HDB LLC: Lenders Ask Court to Appoint Chapter 11 Trustee
--------------------------------------------------------
Nevada State Bank, Colonial Bank, TierOne Bank and Aspen
Financial, lenders in HDB LLC's Chapter 11 case, ask the U.S.
Bankruptcy Court for the District of Nevada to appoint a trustee
to protect the lenders' interests and the interests of the estate.

The lenders say that the Debtors halted the construction of
approximately 113 condominium units in a 10.88-acre property when
BergElectric filed a $5 million mechanic's lien against the
property.  The Debtor and Highland Development Co., the general
contractor, terminated Berg as electrical subcontractor on the
project.

The lenders tell the Court that Mark Oiness, president of Highland
Development Co., and manager of HDB LLC, owns 99% of the Debtor's
estate.  The remaining 1% is owned by Highland Development Co.
which is in turn owned 100% by Mr. Oiness.

The lenders relate that they have lost confidence in the
contractor and the Debtors' present management and the appointment
of a trustee is necessary to obtain additional financing and to
complete the construction of the
project.                                                                                       

The lenders tell the Court that a trustee would effectively take
control and administer the Debtors' reorganization in bankruptcy
and properly conduct the Debtors' business operations.

The lenders assures the Court that they are willing to work with
the appointed trustee in an effort to protect their interests well
as to enable the Debtor to effective reorganize, including
extending financing to complete the project and to allow the
trustee to market the property and its various units.

The lenders note that the Debtor consents to the appointment of a
trustee to operate the Debtor's business.

Headquartered in Las Vegas, Nevada, HDB LLC filed for Chapter 11
protection on Jan. 28, 2008 (Bankr. D. Nev. Case No.: 08-10685.)  
Brett A. Axelrod, Esq. at Lewis and Roca LLP represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it has estimated assets and debts
of $50 million to $100 million.


HOLLEY PERFORMANCE: Taps Epiq as Claims and Noticing Agent
----------------------------------------------------------
Holley Performance Products Inc. and its debtor-affiliates seek  
permission from the U.S. Bankruptcy Court for the District of
Delaware to engage Epiq Bankruptcy Solutions, LLC as their claims,
noticing, and balloting agent.

The Debtors expect the firm to:

     a) prepare and serve required notices and pleadings in these
        Chapter 11 cases, including:

           -- notice of the commencement of these chapter 11
              cases;

           -- notice of objections to claims;

           -- notice of any hearings on a disclosure statement and
              confirmation of a plan of reorganization; and

           -- other miscellaneous notices or pleadings to any
              entities as the Debtors or the Court may deem
              necessary or appropriate for the orderly
              administration of these chapter 11 cases;

     b) with five days after the mailing of a particular notice or
        pleading, file with the Clerk's Office 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 of mailing;

     c) maintain copies of all proofs of claim and proofs of
        interest filed in these chapter 11 cases;

     d) maintain official claims registers by docketing all proofs
        of claim and proofs of interest on claims registers,
        including these information:

           -- the name and address of the claimant and any agent
              thereof, if the proof of claim or proof of interest
              was filed by an agent;

           -- the date received;

           -- the claim number assigned; and

           -- the asserted amount and classification of the claim;

     e) implement necessary security measures to ensure the
        completeness and integrity of the claims register,
        including, but not limited to, keeping adequate backups of
        electronic date;

     f) as requested by the Clerk's Office, transmit to the
        Clerk's Office a copy of the claims register;

     g) maintain an up-to-date mailing list for all entities that
        have filed a proof of claim, proof of interest, or request
        for notice, which list shall be available upon request of
        a party-in-interest of 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) respond to creditors' inquiries regarding their claims or
        the claims process;

     j) record all transfers of claims and provide notice of such
        transfers as required by Bankruptcy Rule 3001(e) and Local
        Rule 3001-1(b);

     k) prepare exhibits for objections to claims, as requested;

     l) keep undated records regarding the administration of
        claims in the Debtor's chapter 11 cases;

     m) to the extent necessary, gather data in the conjunction
        with the preparation of the Debtors' schedules of assets
        and liabilities and statements of financial affairs;

     n) assist the Debtors with other tasks as necessary to
        reconcile and resolve claims; including working with the
        Depository Trust Company and its participants to find and
        notice beneficial owners;

     o) mail voting documents to claimants, and serve notice
        thereof as appropriate;

     p) respond to claimants' inquiries regarding the disclosure
        statement and the voting procedures (restricting answers
        only to information contained in the plan documents);

     q) receive, examine, and tabulate returned ballots in
        accordance with established procedures, and prepare a
        certified report of voting results for delivery to the
        Court;

     r) maintain a website for the Debtors' chapter 11 cases; and

     s) comply with applicable federal, state, municipal, and
        local statutes, ordinances, rules, regulations, orders,
        and other requirements; and promptly comply with such
        further conditions and requirements as the Clerk's Office
        or the Court may at any time prescribe.

The documents submitted to the Court do not disclose the firm's
billing rate.  Prior to the bankruptcy filing, the firm received
from the Debtors a $25,000 retainer.  Any remainder of the  
retainer will be applied by the firm in satisfaction of its
initial postpetition invoices.

                    About Holley Performance

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.


ICC WORLDWIDE: Holtz Rubenstein Expresses Going Concern Doubt
-------------------------------------------------------------
Holtz Rubenstein Reminick LLP in New York raised substantial doubt
about the ability of ICC Worldwide Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Sept. 30, 2007.

The auditor pointed to the company's losses for the nine months
ended Sept. 30, 2007, and for the year ended Dec. 31, 2006, and
negative cash flow used in operations of $433,157 for the nine
months ended Sept. 30, 2007, and $167,808 for the year ended
Dec. 31, 2006.

The company posted a net loss of $559,352 on total revenues of
$21,540 for the nine months ended Sept. 30, 2007, as compared with
a net loss of $668,210 on total revenues of $0.00 in the year
ended Dec. 31,2006.

At Sept. 30, 2007, the company's balance sheet showed $2,195,535
in total assets, $1,685,158 in total liabilities and $510,377
stockholders' equity.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?282a

                       About ICC Worldwide

Headquartered in Corona Del Mar, California, ICC Worldwide Inc.,
fka Acropolis Acquisition Corporation, Torbay Holdings Inc., (Pink
Sheets: ICCW.PK) -- http://www.iccww.com-- provides  
communications products, Internet services, Financial & Document
services and Entertainment and Alimentary products to the large
and rapidly growing immigrant worker communities of Europe.  The
company changed its name to ICC Worldwide Inc. in November 2007.  
The company has operations in Italy, through its wholly owned
subsidiary, ICC-Italy S.r.l.


INTRAOP MEDICAL: Dec. 31 Balance Sheet Upside-Down by $1.4M
-----------------------------------------------------------
Intraop Medical Corp.'s consolidated balance sheet at Dec. 31,
2007, showed $9,268,282 in total assets and $10,724,589 in total
liabilities, resulting in a $1,456,307 in total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $8,397,302 in total current assets
available to pay $10,719,810 in total current liabilities.

The company reported a net loss of $1,627,675 on total revenues of
$3,861,604 for the first quarter ended Dec. 31, 2007, compared
with a net loss of $1,993,104 on total revenues of $249,616 in the
same period ended Dec. 31, 2006.

Loss from operations increased to $1,387,867 in the three months
ended Dec. 31, 2007, versus an operating loss of $904,642 in 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?283a

                       Going Concern Doubt

PMB Helin Donovan LLP, in San Francisco, expressed substantial
doubt about Intraop Medical Corp.'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
reported that the company has incurred substantial net losses and  
incurred substantial monetary liabilities in excess of monetary
assets over the past several years and as of Sept. 30, 2007, had
an accumulated deficit of $34,041,656.

                      About Intraop Medical

Headquartered in Sunnyvale, California, Intraop Medical Corp.  
(OTC BB: IOPM) -- http://www.intraopmedical.com/-- develops,  
manufactures, markets, distributes and services Mobetron, a
proprietary mobile electron-beam cancer treatment system designed
for use in intraoperative electron-beam radiation therapy, or
IOERT.  


INTREPID TECH: Posts $731T Net Loss in 2nd Qtr. Ended Dec. 31
-------------------------------------------------------------
Intrepid Technology and Resources Inc. reported a net loss of
$731,178 on revenues of $22,843 for the second quarter ended
Dec. 31, 2007, compared with a net loss of $558,247 on revenues of
$47,310 in the same period ended Dec. 31, 2006.

The increase in net loss is due to start-up plant operating costs
without corresponding revenue and increased interest expense.  

The revenue decrease was mainly the result of decreased sales of
contracted "work for others" over the corresponding period in
2006.

At Dec. 31, 2007, the company had available cash of $275,754 and
restricted cash of $779,319 compared to available cash of
$1,414,831 and restricted cash of $1,767,290 at June 30, 2007.  
The company believes that it will be necessary to continue to
supplement the cash flow from operations with the use of outside
resources such as investment capital by issuance of debenture
notes and stock.  The company plans to use any additional funding
to cover operating and developments costs.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$13,923,395 in total assets, $13,732,974 in total liabilities, and
$190,421 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $361,857 in total current assets
available to pay $2,878,816 in total current liabilities.

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?2837

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 10, 2007,
Logan, Utah-based Jones Simkins PC expressed substantial doubt
about Intrepid Technology and Resources 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 reported that the company has incurred recurring
losses, has negative working capital, and has negative cash flows
from operations.

                    About Intrepid Technology

Headquartered in Idaho Falls, Idaho, Intrepid Technology and
Resources Inc. (OTC BB: IESV.OB) -- http://www.intrepid21.com/ --
is an application innovator in alternative energy technology and
production and of biogas products and services designed to
assist in worldwide energy independence, reduce pollution and
carbon emissions from renewable agriculture feedstock and
industrial and agriculture waste materials.


IWT TESORO: Judge Glenn Sets March 17 as Claims Bar Date
--------------------------------------------------------
The Hon. Martin Glenn of the United States Bankruptcy Court for
the Southern District of New York set March 17, 2008, at 5:00
p.m., as deadline for all creditors of IWT Tesoro Corporation and
its debtor-affiliates, including governmental units, to file
proofs of claim.

The Debtors tell the Court that they need more time to quantify
the amounts of the administrative claims to be able to determine
the feasibility and structure of the contemplated liquidating
plan.

Failure to file claims will forever bar creditors from asserting
any claims against the Debtors.

I.W.T. Tesoro Corporation, fka Ponca Acquisition Company, --
http://www.iwttesoro.com/-- is headquartered in New York City.
The company and its subsidiaries distribute building materials,
specifically hard floor and wall coverings.  They are wholesalers
and do not sell directly to any end user.  Their products consist
of ceramic, porcelain and natural stone floor, wall and decorative
tile.  They import a majority of these products from suppliers and
manufacturers in Europe, South America (Brazil), and the Near and
Far East.  Their markets include the United States and Canada.  
They also offer private label programs for branded retail sales
customers, buying groups, large homebuilders and home center store
chains.

The Debtor and its debtor-affiliates, International Wholesale
Tile, Inc. and American Gres, Inc., filed for Chapter 11
bankruptcy protection on Sept. 6, 2007 (Bankr. S.D. NY Lead Case
No. 07-12841).  John K. Sherwood, Esq., at Lowenstein Sandler
P.C., represents the Official Committee of Unsecured Creditors.
As of June 30, 2007, the Debtors had total assets of $39,798,579
and total debts of $47,940,983.


KESSELRING HOLDING: Posts $1.3 Mil. Net Loss in Qtr. Ended Dec. 31
------------------------------------------------------------------
Kesselring Holding Corp. reported a net loss of $1,307,628 on
revenues of $2,697,874 for the first quarter ended Dec. 31, 2007,
compared with a net loss of $121,652 on revenues of $3,372,314 in
the corresponding period ended Dec. 31, 2006.

Consolidated revenues decreased $674,440, or 20.0%, to $2,697,874
in 2007 compared to $3,372,314, for the prior year.

Revenues from the company's Manufactured Products Segment  
increased $280,973 or 19.0%, to $1,789,156 in 2007 compared to
$1,508,183 for the prior year.

Revenues from the company's Construction Services Segment
decreased $955,416, or 51.0%, to $908,718 in 2007 compared to
$1,864,131 for the prior year.  

The company had five homes under construction in fiscal 2007, two
were completed and three are over 95.0% complete as of Dec. 31,
2007.  All of these homes were contracted for during 2005 and
2006.  The company did not contract to build any new homes during
2007 and are not currently considering building other homes in the
future.   

Consolidated cost of revenues decreased $381,569, or 15.0%, to
$2,212,890 in 2007 compared to $2,594,459 for the prior year.    
Consolidated gross profit decreased $292,871, or 38.0%, to
$484,984 in 2007 compared to $777,855 for the prior year.

Consolidated operating expenses increased $887,237, or 87.0%, to
$1,759,555 in 2007 compared to $942,318 for the prior year, mainly
due the increase in salaries and benefits expense and the increase
in other operating expenses due to the establishment of a separate
corporate holding company and its associated expenses.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5,430,254 in total assets, $4,764,850 in total liabilities, and
$665,404 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,581,399 in total current assets
available to pay $3,145,623 in total current liabilities.

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?2843

                       Going Concern Doubt

Lougheed & Company L.L.C., in Tampa, Florida, expressed
substantial doubt about Kesselring Holding Corp.'s ability to
continue as a going concern after auditing the company's  
consolidated financial statements for the quarter ended Sept. 30,
2007, and 2006.  The auditing firm reported that the company has
experienced recurring losses and management does not believe that
working capital is sufficient to maintain operations at their
current levels.

                     About Kesseling Holding

Headquartered in Sarasota, Florida, Kesselring Holding Corp. (OTC
BB: KSSH) -- http://www.kesselringholding.com/-- is engaged in  
(i) restoration services, principally to commercial property
owners, (ii) the manufacture and sale of cabinetry and remodeling
products, principally to contractors and (iii) multifamily and
commercial remodeling and building services on customer-owned
properties.


KIMBALL HILL: Gets Limited Access to Loan Facility Until March 14
-----------------------------------------------------------------
Kimball Hill Homes reached a limited duration waiver agreement
with its lender group that extends until March 14, 2008, Ken Love,
its president and CEO said in a regulatory filing with the
Securities and Exchange Commission.

Kimball Hill expects to spend that time working towards a new
extended term financing agreement with its banking group that
appropriately reflects realities of the current economic
environment.

The national home builder, which was not in compliance with
several of its financing covenants, has been engaged in
constructive discussions with its banking group since last year.
The lender group voted to grant Kimball Hill a limited duration
waiver, allowing continued access to its credit facility and
allowing additional time to reach a final agreement.

"We have always had an excellent, open and constructive
relationship with our lenders," says David Hill, principal
stockholder and Executive Chairman of Kimball Hill.  "I expect
that our long term relationship with our banking group will be to
our benefit as we work towards a longer term agreement in the
coming weeks."

In the meantime, business operations at Kimball Hill continue as
usual.  The Company continues to build and sell homes in five
states -- California, Nevada, Texas, Florida and Illinois.

"While our management team works with our banks on this financing
agreement, it is business as usual for the balance of our
associates and our customers throughout our 85 open communities,"
Mr. Love said.  "In fact, we have just learned that our customer
satisfaction levels, as measured by internal and external surveys,
are the highest we have ever achieved.  A strong commitment to our
customers remains a central element of our strategy to weather the
industrys prolonged downturn."

As reported in the Troubled Company Reporter on Feb. 20, 2008,
Kimball Hill told the Securities and Exchange Commission that as
of Dec. 31, 2007, it 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's senior 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.

                        About Kimball Hill

Kimball Hill Inc., -- http://www.kimballhillhomes.com/ -- still
owned and operated by the Hill family, builds mid-priced single-
family detached homes, townhomes, and condominiums under the name
Kimball Hill Homes in the Chicago area and in California, Florida,
Nevada, Texas, and Wisconsin. Subsidiary KH Financial offers
mortgage financing and refinancing of investment properties in
about half a dozen states.

                            *    *    *

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Kimball Hill Inc. to 'CCC+' from 'B' and lowered the
rating on the company's senior subordinated notes to 'CCC-' from
'CCC+'.  At the same time, S&P placed all of the ratings on
CreditWatch with negative implications.  The rating actions affect
$203 million in rated senior subordinated notes.

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.

Chicago-based Deloitte & Touche LLP has expressed substantial
doubt about Kimball Hill'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.


KKR FINANCIAL: Gets Extension of SLN Maturity Date to March 3
-------------------------------------------------------------
KKR Financial Holdings LLC's second postponement of its repayment
of "billions of dollars" worth of mortgage-backed securities "is a
further embarrassment for" Kohlberg Kravis Roberts & Co. LP, James
Mackintosh at The Financial Times in London says.

FT says that in September 2007, founders Henry Kravis and George
Roberts drew out from their personal pockets to help bail out KKR
Financial Holdings from a $270 million debt obligation.

                 KKR Financial Holdings' SEC Filing

In a filing with the Securities and Exchange Commission dated
Feb. 15, 2008, KKR Financial said it entered into an extension
amendment agreement with the holders of non-recourse secured
liquidity notes issued by two asset-backed secured liquidity note
conduit facilities to allow for restructuring discussions.

On Oct. 18, 2007, the company announced that it had consummated a
restructuring to extend the facilities.  Pursuant to the terms of
the October Restructuring, the original maturity date of the SLNs
was extended so that approximately 50% of the principal balance
was due on Feb. 15, 2008, and the remaining principal balance is
due on March 13, 2008.

Pursuant to the amendment agreement, the February Maturity Date
has been extended to March 3, 2008, KKR Financial said.

According to KKR Financial, the holders of a majority of the SLNs
have the right to terminate the extension period upon one business
day prior written notice.  Upon the expiration or termination of
the extension period without further agreement on restructuring,
the SLNs will become due and payable.  In connection with the
October Restructuring, certain holders of the SLNs agreed to
receive an in-kind distribution of the mortgage-backed securities
serving as collateral for the Facilities in satisfaction of the
outstanding principal balance of their SLNs.

In connection with the amendment agreement, certain holders of
SLNs have been given the option during the extension period to
receive at their election an in-kind distribution of the mortgage-
backed securities serving as collateral for the Facilities in
satisfaction of the outstanding principal balance of their SLNs.  
Upon expiration or termination of the extension period, the
remaining holders of SLNs have the right to receive at their
election an in-kind distribution of the mortgage-backed securities
serving as collateral for the Facilities in satisfaction of the
outstanding principal balance of their SLNs, KKR Financial
revealed.

KKR Financial Corp., the company's real estate investment trust
subsidiary, sold roughly $5.2 billion of residential mortgage-
backed securities and recognized a loss of roughly $65 million
during the quarter ended September 30, 2007.  Included in the
$5.2 billion of residential mortgage-backed securities that were
sold were roughly $3.4 billion of residential mortgage-backed
securities rated AAA/Aaa that were issued by securitization trusts
where the company owns the subordinated interests.

As of September 30, 2007, $600 million of residential mortgage
loans and $4.5 billion of residential mortgage-backed securities
were pledged as collateral for non-recourse SLNs issued by two
asset-backed secured liquidity note conduit facilities that are
accounted for as subsidiaries of the REIT Subsidiary.

In August 2007, the company's board of directors approved a plan
to exit its residential mortgage investment operations and to sell
the REIT Subsidiary.

                      Standard & Poor's Action

On Feb. 15, 2008, Standard & Poor's Ratings Services lowered its
rating on the extendible asset-backed commercial paper notes
issued by KKR Pacific Funding Trust to 'A-3' from 'A-1'.  The
rating remains on CreditWatch with negative implications.  KKR
Pacific, is one of the two funding vehicles of KKR Financial
Holdings.

The rating action is based on deterioration in the pricing levels
of the underlying assets in the program, which consist of 'AAA'
rated residential mortgage-backed securities backed by
Alternative-A mortgage loan collateral.

While none of the ratings on the securities that serve as
collateral in the KKR Pacific program have been lowered or are on
CreditWatch with negative implications, there has been
deterioration in the marks of the portfolio, S&P said.

Consequently, while the combination of expected amortization and
market liquidation proceeds from KKR Pacific's portfolio under
current market conditions is adequate to cover the amount of the
outstanding ABCP, this amount can only withstand marginal
additional deterioration between now and the March 15, 2008, final
payment date for all of the ABCP issued by KKR Pacific, according
to S&P.

S&P stated that any adverse economic conditions or changing
circumstances will likely prevent KKR Pacific from meeting its
financial commitments.  The continued CreditWatch negative
placement reflects the ongoing  uncertainty as to whether the
marks on the underlying portfolio will continue to decline between
now and the final maturity of the ABCP program, S&P added.

                    About KKR Financial Holdings

KKR Financial Holdings LLC, formerly KKR Financial Corp., (NYSE:
KFN) -- http://www.kkrkfn.com/-- is a specialty finance company  
that invests in multiple asset classes.  Its investment objective
is to allocate capital primarily to residential mortgage loans and
mortgage-backed securities; corporate loans and debt securities;
commercial real estate loans and debt securities; asset-backed
securities, and marketable and non-marketable equity securities.   
It also makes certain investments from time to time, including
debt, equity and derivative investments.

As of Dec. 31, 2006, its investment portfolio consisted of
residential mortgage loans and securities, corporate loans and
securities, commercial real estate loans and securities,
marketable equity securities, and investments in non-marketable
equity securities.  In May 2007, KKR Financial Corp. announced
that KKR Financial Holdings LLC completed the restructuring
transaction, whereby KKR Financial Corp. became a wholly owned
subsidiary of KKR Financial Holdings LLC.

KKR Financial Holdings LLC is externally managed by KKR Financial
Advisors LLC.  KKR Financial Holdings LLC and KKR Financial
Advisors LLC are affiliates of Kohlberg Kravis Roberts & Co. LP.


KRONOS ADVANCED: Dec. 31 Balance Sheet Upside-Down by $2M
---------------------------------------------------------
Kronos Advanced Technologies Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $1,999,473 in total assets and $4,031,186 in
total liabilities, resulting in a $2,031,713 total stockholders'
deficit.

At Dec. 31, 2007, the company's consolidated balance sheet also
showed strained liquidity with $270,491 in total current assets
available to pay $1,925,966 in total current liabilities.

The company reported a net loss of $2,007,571 on sales of $294,055
for the second quarter ended Dec. 31, 2007, compared with a net
loss of $871,857 on sales of $102,282 in the same period ended
Dec. 31, 2006.

The increase in the net loss was principally the result of a
$886,847 accretion of note discount, a $283,830, or 34.7%,
increase in operating costs to $1,101,211, and $95,174, or 127.4%,
increase in interest expense, partially offset by a $130,137, or
642.8%, increase in gross profit to $150,383.

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?2838

                       Going Concern Doubt

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

                     About Kronos Advanced

Located in Belmont, Mass. Kronos Advanced Technologies Inc. --
http://www.kronosati.com/-- through its wholly owned subsidiary,
Kronos Air Technologies Inc., has developed a new, proprietary air
movement and purification system that utilizes high voltage
electronics and electrodes to silently move and clean air without
any moving parts.  Kronos is commercializing its technology for
standalone and embedded products across multiple residential,
commercial, industrial and military markets.  The company's
business strategy includes a combination of building internal
capabilities, establishing strategic alliances and structuring
licensing arrangements.


LB COMMERCIAL: Moody's Cuts Ratings on $30.937 Mil. Certificates
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of three classes
and affirmed the ratings of nine classes of LB Commercial Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 1999-
C1 as:

  -- Class A-2, $759,718,102, affirmed at Aaa
  -- Class X, Notional, affirmed at Aaa
  -- Class B, $90,854,000, affirmed at Aaa
  -- Class C, $86,904,000, affirmed at Aaa
  -- Class D, $63,202,000, affirmed at Aa3
  -- Class E, $31,602,000, affirmed at A3
  -- Class F, $19,750,000, affirmed at Baa3
  -- Class G, $29,232,000, affirmed at Ba2
  -- Class H, $10,270,000, affirmed at Ba3
  -- Class J, $22,911,000, downgraded to Caa2 from B3
  -- Class K, $7,900,000, downgraded to Ca from Caa2
  -- Class L, $126,741, downgraded to C from Ca

As of the Jan. 15, 2008 distribution date, the transaction's
aggregate balance has decreased by approximately 29.0% to
$1.1 billion from $1.6 billion at closing.  The Certificates are
collateralized by 145 mortgage loans ranging in size from less
than 1.0% to 10.9% of the pool, with the top 10 loans representing
38.6% of the pool.  The pool includes five shadow rated loans
comprising 31.8% of the pool and 16 credit tenant lease loans
comprising 2.8% of the pool.  Sixty one loans, representing 44.9%
of the pool, have defeased and are collateralized by U.S.
Government securities.

Eighteen loans have been liquidated from the trust, resulting in
an aggregate realized loss of approximately $12.5 million.  Five
loans, representing 1.3% of the pool, are in special servicing.  
Moody's has estimated losses of $3.9 million for the specially
serviced loans.  Twenty-three loans, representing 19.1% of the
pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 and full or partial year
2007 operating results for 95.8% and 82.3% of the pool,
respectively, excluding defeased and CTL loans.  Moody's loan to
value ratio for the conduit component is 87.0%, compared to 85.1%
at Moody's last full review in May 2006 and 88.8% at
securitization.  Moody's is downgrading Classes J, K and L due to
realized and estimated losses.

The largest shadow rated loan is the Starwood Financial Portfolio
Loan ($122.3 million - 10.9%), which is secured by 17 full-service
and two limited service hotels located in seven western states.  
The portfolio contains 3,988 rooms and the properties are operated
as DoubleTree (11) and Red Lion Inn (6).  The portfolio's
performance has improved since Moody's last review.  Overall
occupancy and RevPAR for calendar year 2006 were 67.0% and $64.64,
respectively, compared to 67.0% and $58.84 at last review.  The
loan is on the master servicer's watchlist due to deferred
maintenance at several of the hotels.  The loan is structured with
a 262 month amortization schedule and has amortized 21.1% since
securitization.  Moody's current shadow rating is B2, compared to
B3 at last review.

The Woodlands Hills Mall Loan ($80.0 million -- 7.1%) is secured
by the borrower's interest in a 1.1 million square foot regional
mall located in Tulsa, Oklahoma.  The center is anchored by
Dillard's, Sears, Macy's and J.C. Penney.  The in-line space was
98.0% occupied as of September 2007, compared to 95.4% at last
review.  Performance has improved due to increased revenues,
stable expenses and amortization.  The loan sponsor is Simon
Property Group.  Moody's current shadow rating is Aaa, compared to
Aa1 at last review.

The Penn Square Mall Loan ($67.0 million -- 6.0%) is secured by
the borrower's interest in a 1.1 million square foot regional mall
located in Oklahoma City, Oklahoma.  The center is anchored by
Dillard's, Macy's and J.C. Penney.  The in-line space was 98.8%
occupied as of September 2007, compared to 97.0% at last review.  
Performance has improved due to increased revenues, stable
expenses and amortization.  The loan sponsor is Simon Property
Group.  Moody's current shadow rating is Aaa, the same as at last
review.

The Grand Central Mall Loan ($46.9 million - 4.2%) is secured by
the borrower's interest in a 1.0 million square foot regional mall
located in Parkersburg, West Virginia.  The center is anchored by
Sears, J.C. Penney, Elder-Beerman and Belk.  The center was 97.0%
occupied as of August 2007, compared to 86.9% at last review.  The
property is owned by an affiliate of Glimcher Reality Trust.  
Moody's current shadow rating is Ba1, the same as at last review.

The Crossroad Mall Loan ($40.7 million - 3.6%) is secured by the
borrower's interest in a 765,000 square foot regional mall located
in Portage, Michigan.  The center is anchored by Sears, J.C.
Penney, Marshall Field's and Mervyn's.  The in-line space was
97.6% occupied, compared to 92.5% at last review.  The property is
owned by an affiliate of General Growth Properties Inc.  Moody's
current shadow rating is Aa1, compared to Aa2 at last review.

The top three conduit loans represent 5.6% of the outstanding pool
balance.  The largest conduit loan is the Carmel Plaza Loan
($26.2 million - 2.3%), which is secured by an 115,000 square foot
open-air specialty retail center located in Carmel, California.  
The property was 77.9% occupied as of June 2007, compared to 61.0%
at last review.  The mall does not have a traditional anchor.  The
largest tenants are Anthropologie and Wilkes Bashford.  The loan
is on the master servicer's watchlist due to low debt service
coverage.  Moody's LTV is in excess of 100.0%, the same as last
review.

The second largest conduit loan is the Wal-Mart Portfolio Loan
($18.6 million -- 1.7%), which is secured by 13 multi-tenant
retail centers located in seven Midwestern states.  The portfolio
totals 373,810 square feet and was 79.3% occupied as of September
2007, compared to 96.4% at securitization.  Moody's LTV is 72.7%,
compared to 73.6% at last review.

The third largest conduit loan is the Forest Plaza Loan
($17.5 million - 1.6%), which is secured by a 165,000 square foot
retail center located in Staten Island, New York.  The largest
tenants are A&P, which occupies 31.5% of the GLA through February
2014 and Bally's Total Fitness, which occupies 15.1% of the GLA
through October 2014.  The center was 100.0% occupied as of
September 2007, essentially the same as at securitization.  
Moody's LTV is 73.1%, compared to 77.1% at last review.


LEVITT & SONS: Wachovia Says It Is Not Obligated to Release Homes
-----------------------------------------------------------------
Wachovia Bank, N.A. seeks from the U.S. Bankruptcy Court for the
Southern District of Florida a declaratory judgment against Levitt
and Sons, LLC, Levitt and Sons of Horry County, LLC, Levitt and
Sons of Hall County, LLC, Levitt and Sons of Cherokee County, LLC,
Weinstock and Scavo, P.C., and The Floyd Law Firm, P.C., as to its
obligation to release certain homes which were sold to consumers
in three Levitt communities from the lien of certain mortgages.

Robert N. Gilbert, Esq., at Carlton Fields, P.A., in West Palm
Beach, Florida, relates that in January 2006, LAS and Wachovia
Bank entered into a Loan Agreement.  LAS' obligations under the
Loan Agreement were secured by, inter alia, mortgages executed by
LAS Horry County, LAS Hall County, and LAS Cherokee County.

The Mortgages relate to certain homes in three Levitt communities
-- Seasons at Laurel Canyon in Cherokee County, Georgia; Seasons
at Lake Lanier in Hall County, Georgia; and Seasons at Prince
Creek in Horry County, South Carolina.

                           Note Default

In September 2004, LAS executed a $21,500,000 promissory note in
favor of Wachovia Bank.  The World Golf Village Note matured on
Sept. 29, 2007.  At maturity, LAS failed to pay in full on
the World Golf Village Note, Mr. Gilbert tells the Court.  "This
failure to make payment constituted a default under the World
Golf Village Note," he avers.

Moreover, he adds, LAS' default under the World Golf Village Note
also constituted a direct default under the Loan Agreement and
the Mortgages.

At present, the amount due under the Loan Agreement exceeds
$100,000,000, according to Mr. Gilbert.

                        Home Sale Closings

Weinstock and Scavo is the Debtors' special counsel which
represents certain of the Debtors in connection with closings and
lien issues in South Carolina and Georgia.  The Floyd Law Firm
was engaged by LAS to act as closing attorneys for the sale of
homes at the Properties.

Mr. Gilbert informs the Court that Weinstock and Floyd closed the
sales of certain homes sold by the Debtors to third party
purchasers without first seeking or obtaining any commitment from
Wachovia Bank to release the lien of the Mortgages with respect
to each sale.  Those homes are referred to as the Unreleased
Homes.  Subsequent to the closing of home sales, the Law Firms
prepared partial release documents and delivered those to
Wachovia Bank for execution.

In October 2007, Weinstock asked Wachovia Bank to deliver to it
partial releases with respect to about 83 homes sold.  At around
the same time, Floyd requested one partial release for a home
sale at the Seasons at Prince Creek.  

Mr. Gilbert reminds the Court that by October 2007, LAS was
already in default under the Loan Agreement.

Then, on Feb. 8, 2008, Weinstock demanded on Wachovia Bank to
execute and deliver partial releases of the Mortgages with
respect to the Unreleased Homes.  Weinstock has indicated that it
will file suit against Wachovia Bank to compel delivery of the
partial releases unless those are delivered by February 12, Mr.
Gilbert relates.

The Law Firms appear to take the position that they are entitled
to the partial releases in their own right, Mr. Gilbert contends.  

Certain provisions in the Loan Agreement and the Mortgages
effectively cross-defaulted all loans owing by LAS to Wachovia
Bank, Mr. Gilbert asserts.  Thus, he maintains, a default under
any of LAS' obligations to Wachovia Bank constituted a default
under all of LAS' obligations to Wachovia Bank.  Moreover, the
Loan Agreement and the Mortgages set forth conditions precedent,
which LAS is required to satisfy in order to receive partial
releases of the Mortgages.

Mr. Gilbert reiterates that at the time the Debtors and the Law
Firms requested the releases, LAS was already in default under
the terms of the Loan Agreement.  Thus, Wachovia is not obligated
to release the homes from the lien of the Mortgages, he asserts.

Wachovia Bank points out that the value of its lien against the
Unreleased Homes could significantly reduce its claim against the
Debtors in their Chapter 11 cases.

Wachovia believes that the aggregate sale price of the Unreleased
Homes exceeds $25,000,000.  Wachovia asserts that it continues to
hold a valid and perfected first priority lien on the Unreleased
Homes.

Mr. Gilbert states that even if Wachovia Bank were obligated to
release its Mortgage, many of the Unreleased Homes would still be
subject to putative junior liens.

Accordingly, Wachovia Bank asks the Court to declare that:

   (a) it has no obligation to release from the lien of the
       Mortgages any properties with respect to which the Debtors
       and the Law Firms' requests for partial release was
       delivered after September 29, 2007; and

   (b) Weinstock and Floyd do not have standing on their own
       right to request partial releases.

Wachovia Bank also seeks to be awarded costs it incurred in
pursuing the complaint.

                      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)


LEVITT AND SONS: SHR Bonita Wants Deed & Escrow Pact Approved
-------------------------------------------------------------
SHR Bonita Springs LLC, a successful bidder for a certain property
owned by Levitt and Sons of Lee County LLC, asks the U.S.
Bankruptcy Court for the Southern District of Florida to approve a
deed and escrow agreement with LAS Lee County.

Jerry M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty,
P.A., in Miami, Florida, counsel for SHR Bonita, relates that SHR
Bonita and LAS Lee County have worked diligently to prepare for
the closing on the sale of the Bonita Springs Property.  However,
a dispute has arisen as to the form of the deed necessary to
transfer title of the Property to SHR Bonita.

LAS Lee County has insisted that the deed must include newly
imposed restrictive and affirmative covenants that would
constitute additional encumbrances on the title to the Bonita
Springs Property that did not exist when the Asset Purchase
Agreement was signed.

Mr. Markowitz argues that:

   (i) SHR Bonita never agreed to include New Covenants in the
       deed;

  (ii) neither the APA nor the order approving the sale of the
       Bonita Springs Property to SHR Bonita provides that the
       deed would include the New Covenants;

(iii) SHR Bonita contends that some of the provisions of the New
       Covenants are incorrect, inconsistent with the intent of
       the parties, and would materially detract from the
       marketability of title of the Bonita Springs Property; and

  (iv) choosing SHR Bonita's form of deed over LAS Lee County's
       would not have any apparent effect on the Debtor or its
       bankruptcy estate.

The Sale Order requires that funds be placed in escrow to pay the
Court-approved fees and costs of the back-up bidder, and to pay,
if necessary, certain documentary and stamp taxes.  Neither the
Sale Order nor the APA though dictate the form or content of the
contemplated escrows or underlying escrow agreements, Mr.
Markowitz clarifies.

SHR Bonita has proposed that two escrows be created given that
the funds to be placed in escrow benefit entirely different
parties and serve entirely different purposes:

    -- Back-up Escrow involves only the back-up bidder and LAS
       Lee County; and

    -- Tax Escrow involves only the Florida Department of Revenue
       and SHR Bonita.

Nevertheless, LAS Lee County has insisted that only one escrow be
formed, Mr. Battista tells the Court.  Although the Debtor has no
claim to, or interest in, the Tax Escrow, and although the FDOR
has waived its claims to interest on the taxes that are the
subject of the escrow, LAS Lee County has refused to agree to
place the funds in an interest-bearing account without
explanation, he contends.

Accordingly, SHR Bonita specifically asks the Court to:

   (a) approve the form of its deed;
   (b) approve the form of its escrow agreements; and
   (c) extend the February 19 closing date until the time
       the Court enters an order on SHR Bonita's request.

                      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)


LILLIAN VERNON: Case Summary & 30 Largest Unsecured Creditors
-------------------------------------------------------------
Lead Debtor: Lillian Vernon Corp.
             2600 International Parkway
             Virginia Beach, VA 23452

Bankruptcy Case No.: 08-10323

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        L.V. Catalog Holding Corp.                 08-10324
        Lillian Vernon International, Ltd.         08-10325
        L.V.C. Retail Corp.                        08-10326
        The Corporate Solution, Inc.               08-10327
        Everyday Celebrations, Inc.                08-10328
        Rue de France, Inc.                        08-10329

Type of Business: The Debtors are direct mail specialty catalog
                  and online companies concentrating on the
                  marketing of gifts, holiday products, toys and
                  children's products, personal and home
                  accessories, kitchen and houseware products and
                  garden and outdoor products.  They have
                  developed a proprietary customer database
                  containing information about its customers,
                  including such data as order frequency, size and
                  date of last order and type of products
                  purchased.  The database contains information
                  with respect to over 27 million customers, gift
                  recipients and people who have requested its
                  catalogs.  In the fiscal year ended February 22,
                  2003, they published 33 catalog editions and
                  mailed approximately 150,000,000 catalogs to
                  past and prospective customers.  They also
                  offer products over the Internet.  See
                  www.lillianvernon.com and www.ruedefrance.com.

Chapter 11 Petition Date: February 20, 2008

Court: District of Delaware (Delaware)

Judge: Brendan Linehan Shannon

Debtors' Counsel: Ann C. Cordo, Esq.
                     (acordo@mnat.com)
                  Daniel B. Butz, Esq.
                     (dbutz@mnat.com)
                  Robert J. Dehney, Esq.
                     (rdehney@mnat.com)
                  Morris, Nichols, Arsht & Tunnell, L.L.P.
                  1201 North Market Street
                  P.O. Box 1347
                  Wilmington, DE 19899-1347
                  Tel: (302) 351-9459, (302) 575-7348,
                       (302) 658-9200
                  Fax: (302) 225-2559, (302) 658-3989
                  http://www.mnat.com

Lillian Vernon Corp. Financial Condition:

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

Debtors' Consolidated List of 30 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Smart Post                     $2,181,043
Attention: Legal Department
P.O. Box 360353
Pittsburgh, PA 15250-6353

Direct Holdings Worldwide,     $1,368,630
L.L.C.
Attention: Legal Department,
Ripplewood Holdings, L.L.C.
One Rockefeller Plaza,
32nd Floor
New York, NY 10020

Gift (V.A.), L.L.C.            $1,047,360
Attention: Legal Department,
W.P. Carey & Co., L.L.C.
50 Rockefeller Plaza,
2nd Floor
New York, NY 10020

Federal Express Corp.          $990,360
Attention: Legal Department
P.O. Box 371461
Pittsburgh, PA 15250-7461

Graphic Communication          $901,101
Attention: Legal Department
P.O. Box 933233
Atlanta, GA 31193-3233

Quad Graphics, Inc.            $830,685
Attention: Legal Department
P.O. Box 930505
Atlanta, GA 31193

Li & Fung (Trading), Ltd.      $604,767
Attention: Legal Department
800 Sheung Sha Wa Road
Hung Horn, Kowloon
Hong Kong

Linkshare Lockbox 30772        $498,619
Attention: Legal Department,
J.P. Morgan Chase Bank, N.A.
P.O. Box 30772
New York, NY 10087-0772

Paradysz Matera                $473,431
Attention: Legal Department
5 Hanover Square, 6th Floor
New York, NY 10004

International Paper Co.        $455,298
Attention: Legal Department
P.O. Box 644095
Pittsburgh, PA 15264-4095

American Express               $334,376
Attention: Legal Department
P.O. Box 1270
Newark, NJ 07101-1270

Yue Wing Cheogng               $286,709
Manufacturing, Ltd.
Attention: Legal Department
5d Winner Building
36 Man Yue Street
Hunghom, Kowloon, Hong Kong

Best Rank, Ltd.                $257,451
Attention: Legal Department
9/F., Room 07 Vanda Industrial
Centre, 21-33 Tai Lin Pai Road
Kwai Chung, N.T.
Hong Kong

Labor Ready Mid-Atlantic, Inc. $130,850

A.T.&T. One Net Service        $124,878

Dotomi, Inc.                   $123,106

ACerno, Inc.                   $112,101

Alexander Doll Co., Inc.       $108,040

INFOUSA                        $94,453

Pier 91 International Corp.    $89,823

M.G. Enterprises               $87,875

Adobe Systems, Inc.            $76,853

I.B.M. Corp.-J.N.X.            $66,530

Syratech Acquisition Corp.     $64,416

Southeastern Foam Rubber Co.   $62,700

Brom Textile Industries, Ltd.  $59,727

Enchante Accessories, Inc.     $55,332

Virginia Power                 $55,224

Quigda Yijia Artex Import &    $50,936
Export

Travelon                       $50,782


MARCAL PAPER: Settles Federal Environmental Claims with EPA
-----------------------------------------------------------
Highland Capital Management, L.P. and Marcal Paper Mills, Inc.
have reached an agreement in principle with the Environmental
Protection Agency and U.S. Department of Justice to settle all
federal environmental claims and liabilities with respect to
releases of contaminants allegedly affecting the Lower Passaic
River Study Area.

As reported in the Troubled Company Reporter on Sept. 27, 2007,
the Environmental and Natural Resources Division of the U.S.
Department of Justice had requested the U.S. Bankruptcy Court for
the District of New York to approve the settlement entered by
Marcal Paper with the United States on behalf of the EPA, the
Department of the Interior and the Department of Commerce.

With this agreement, one of two major remaining closing conditions
for investment firm Highland Capital's proposed transaction to
become the majority owner of the assets of Marcal has been
satisfied.  Before the transaction can close, an agreement also
must be reached with the New Jersey Department of Environmental
Protection regarding the state's Industrial Site Recovery Act and
other applicable New Jersey laws.

The proposed transaction was approved by the Hon. Morris Stern of
the U.S. Bankruptcy Court for the District of New Jersey in
Newark, on Jan. 22, 2008.

In July 2007, the EPA filed a $947 million claim against Marcal
Paper saying that it would use the amount to clean Passaic River.  
According to the EPA, the river was polluted by the company's
paper plant.  Marcal Paper sought Court approval of a settlement
pursuant to which Marcal Paper will pay $3 million.  The
settlement will be classified as an unsecured prepetition claim,
subject to the terms of the Plan of Reorganization already
developed by the company with the support of its major creditors.

The Lower Passaic River Study Area Cooperating Parties Group has  
objected to the settlement.

                     About Marcal Paper Mills

Based in Elmwood Park, New Jersey, Marcal Paper Mills Inc.
-- http://www.marcalpaper.com/-- is a privately-held, fourth
generation family business.  Founded in 1932, it employs over 900
people in its Elmwood Park, New Jersey and Chicago, Illinois
manufacturing operations.  The company produces over
160,000 tons of finished paper products, including bath tissue,
kitchen towels, napkins and facial tissue, distributed to retail
outlets for home consumption and to distributors for away-from-
home use in hotels, restaurants, hospitals, offices and factories.

The Debtor filed for chapter 11 protection on Nov. 30, 2006
(Bankr. D. N.J. Case No. 06-21886).  Gerald H. Gline, Esq., and
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard P.A. represent the Debtor.  Kenneth Rosen, Esq., and Mary
E. Seymour, Esq., at Lowenstein Sandler PC represent the Official
Committee of Unsecured Creditors.  In its schedules filed with the
Court, the Debtor disclosed total assets of $178,626,436 and total
debts of $178,890,725.


MBIA INC: Former CEO Returns to Lead Company Through Challenges
---------------------------------------------------------------
Joseph Jay W. Brown, 59, will return to MBIA Inc., resuming his
positions as chairman and chief executive officer.  He will become
president of MBIA, effective immediately.  Mr. Brown replaces Gary
C. Dunton, 52, who has resigned from MBIA.

Until May 2004, Mr. Brown had served as chairman and chief
executive officer of MBIA Inc., and of its main operating unit,
MBIA Insurance Corporation.  Mr. Brown retired as executive
chairman of MBIA Inc. in May 2007.  He joined the company as
chairman and CEO in January 1999, having been a director since
1986.

"MBIA faces meaningful challenges," Mr. Brown said.  "Thanks to
Gary's hard work, we can now build on our enhanced capitalization
and reframe our risk policies and strategies.  I see significant
opportunities ahead for MBIA.  Our shareholders, policyholders,
bond owners, and employees need us to re-examine our business
model to address changing conditions. I look forward to working
with the MBIA team to frame a new model for the financial
guarantee business.  In addition, it is critical that we expedite
our communications with the New York State Insurance Department.  
I have already spoken with Superintendent Eric Dinallo.  I believe
we can look forward to improved dialog with the Department.  [Mr.
Dinallo] and I had a constructive discussion regarding MBIA's
plans and he provided us with helpful guidance.  We expect to
rebuild confidence in the company and in the industry."

"The board appreciates Gary Dunton's dedicated service to MBIA,
particularly his hard work in recent months during our successful
capital-raising initiatives.  Our enhanced capitalization will
enable MBIA to redesign its business to address conditions in the
current market.  We are grateful to Gary for his courageous
leadership in this critical period," said David C. Clapp, lead
director of the MBIA board.  

"The entire board joins me in thanking Gary for his contributions
and his commitment to MBIA."

"Moving forward, the board is unanimous in its belief that Jay
Brown's deep understanding of MBIA and its challenges make him
singularly qualified to lead the company and differentiate MBIA in
the current environment," said Mr. Clapp.  "Jay was present at the
inception of the financial guarantee market and has been part of
MBIA for more than 20 years.  He has proven leadership in tough
times. We are delighted that he is returning to the company."

During the past two months, MBIA has increased its claims-paying
resources by as much as $3.2 billion, including $1.1 billion from
the sale of 94.6 million shares of common stock, $500 million from
the sale of 16.1 million shares of common stock to Warburg Pincus,
the sale of $1 billion in surplus notes, and $200 to $500 million
(varies by rating agency) in additional net capital generated from
operations due to maturing insured transactions during the fourth
quarter of 2007.  MBIA currently has over $17 billion in total
claims-paying resources.

Prior to joining MBIA in 1999, Mr. Brown was chairman and CEO of
Talegen Holdings, Inc., an insurance holding company.  While at
Talegen, Mr. Brown successfully led the company's reorganization
and restructuring, working closely with insurance regulators in
all states, including the major state of domicile, New York.  
Before his election as chairman and CEO of Talegen, Mr. Brown was
president and CEO of Fireman's Fund Insurance Company.  Mr. Brown
joined Fireman's Fund in 1974, where he held numerous executive
positions including chief financial officer at the time of its IPO
in 1985 from American Express and president and COO at the time of
its sale to Allianz AG in 1990.

Mr. Brown has a long history of board service in several industry-
leading companies where he has also served on key committees
within those boards.  He served on the board of Oxford Health
Plans from 2000 to 2004 and on the board of Fireman Fund Holdings
prior to the sale of its insurance subsidiary to Allianz.  He has
served on the SAFECO board since 2001 and was elected non-
executive chairman in January 2006.  He steps down from that
chairmanship in May 2008.  Through service on each of these
boards, Mr. Brown has also developed experience in serving on key
committees including the Executive, Compensation, Finance, Risk,
and Audit Committees.

During Mr. Brown's leadership at MBIA, the company was repeatedly
recognized by Institutional Shareholder Services, Governance
Metrics International and Moody's for the quality of corporate
governance practices adopted by MBIA.  He is a 1974 graduate of
Northern Illinois University, where he majored in Probability and
Statistics.  He is a fellow of the Casualty Actuarial Society, as
well as a member of the American Academy of Actuaries and the
Chartered Property Casualty Underwriters Society.

                            About MBIA

Headquartered in Armonk, New York, MBIA Inc. (NYSE:MBI) --
http://www.mbia.com-- provides financial guarantee insurance,   
investment management services, and municipal and other servicesto
public finance and structured finance clients on a globalbasis.  
The company conducts its financial guarantee business through its
wholly owned subsidiary, MBIA Insurance Corporation and provides
investment management products and financial services through its
wholly owned subsidiary MBIA Asset Management, LLC.
   
MBIA manages its activities primarily through two principal
business operations: insurance and investment management services.   
In February 2007, MBIA Corp. formed a new subsidiary, MBIA Mexico,
S.A. de C.V.  During the year ended Dec. 31, 2006, MBIA
discontinued its municipal services operations.  These operations
included MBIA MuniServices Company.  On Dece. 5, 2006, the company
completed the sale of MBIA MuniServices Company.
                                                 
                      *     *     *

As reported in the Troubled Company Reporter on Jan. 21, 2008,
Moody's Investors Service placed the Aaa insurance financial
strength ratings of MBIA Insurance Corporation and its affiliated
insurance operating companies on review for possible downgrade.  
In the same rating action, Moody's also placed the surplus note
rating of MBIA Insurance Corporation (Aa2-rated) and the ratings
of the holding company, MBIA, Inc. (senior debt at Aa3), on review
for possible downgrade.  This rating action reflects Moody's
growing concern about the potential volatility in ultimate
performance of mortgage and mortgage-related CDO risks, and the
corresponding implications for MBIA's risk-adjusted capital
adequacy.  Prior to this rating action, the rating outlook for
MBIA was negative.



MERRILL LYNCH: Moody's Holds Low-B Ratings on Two Cert. Classes
---------------------------------------------------------------
Moody's Investors Service upgraded the ratings of one class,
downgraded the ratings of two classes and affirmed the ratings of
seven classes of Merrill Lynch Financial Asset Inc. Commercial
Mortgage Pass-Through Certificates, 2001-Canada 5 as:

  -- Class A-1, $39,357,837 affirmed at Aaa
  -- Class A-2, $123,653,000 affirmed at Aaa
  -- Class B, $7,462,000 upgraded to Aaa from Aa1
  -- Class C, $7,462,000 affirmed at A1
  -- Class D, $9,949,000 affirmed at Baa2
  -- Class E, $1,866,000 affirmed at Baa3
  -- Class F, $4,974,000 affirmed at Ba2
  -- Class G, $1,866,000 affirmed at Ba3
  -- Class H, $3,109,000 downgraded to B3 from B2
  -- Class J, $1,244,000 downgraded to Caa1 from B3
  -- Class X, Notional, affirmed at Aaa

As of the Jan. 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately
17.7% to $204.7 million from $248.7 million at securitization.  
The Certificates are collateralized by 52 mortgage loans ranging
in size from less than 1.0% to 9.3% of the pool, with the top ten
loan exposures representing 52.4% of the pool.  Eight loans,
representing 7.2% of the pool, have defeased and have been
replaced with Canadian Government securities.  No loans have been
liquidated from the pool and there have been no realized losses.  
Three loans, representing 8.7% of the pool, are in special
servicing.  Moody's is estimating $5.9 million of losses from all
the specially serviced loans.  Fourteen loans, representing 19.5%
of the pool, are on the master servicer's watchlist.

Moody's was provided with year-end 2006 operating results for
96.7% of the performing loans.  Moody's loan to value ratio is
68.7% compared to 70.0% at Moody's last full review in August 2006
and 74.5% at securitization.  Moody's is upgrading Class B due to
increased subordination levels and defeasance.  Moody's is
downgrading Classes H and J due to projected losses from the
specially serviced loans.  Based on Moody's analysis, 8.7% of the
pool has a LTV greater than 120.0%, compared to 0.0% at last
review and at securitization.

The top three loan exposures represent 25.7% of the pool.  The
largest exposure is the York Mills Gardens Loan ($19.0 million --
9.3%), which is secured by an 89,740 square foot retail plaza
built in 2000 and located in Toronto, Ontario.  As of March 2007,
occupancy was 100.0% compared to 98.5% at last review and 96.0% at
securitization.  The anchor tenants are Longos Market (37.5% GLA;
lease expiration June 2020) and Shoppers Drug Mart (11.6% GLA;
lease expiration June 2010).  The loan has amortized 11.3% since
securitization. Moody's LTV is 63.0% compared to 65.2% at last
review and 73.2% at securitization.

The second largest exposure is the Delta Bow Valley Loan
($17.0 million -- 8.3%), which is secured by a 398- room, 24-story
Delta Hotel and Convention Centre built in 1980 and located in
downtown Calgary.  As of year-end 2006, occupancy was 71.0%
compared to 65.6% at last review and 71.2% at securitization.  
RevPAR as of year-end 2006 was $96.09 compared to $79.85 at year-
end 2004 and $91.97 at year-end 2000.  The loan has amortized
14.7% since securitization.  The loan is full recourse to the
borrower.  Moody's LTV is 46.7% compared to 64.1% at last review
and 55.4% at securitization.

The third largest exposure is the Sentinel Self Storage Portfolio
($16.6 million -- 8.1%), which is secured by eight cross-
collateralized loans, totaling 477,181 square feet.  Six of the
eight properties were built in the 1980s and 1990s while the two
other properties were built in 1960 and 1975.  The properties are
located in Alberta and Manitoba.  As of December 2006, occupancy
was 85.9% compared to 80.6% at last review and 85.9% at
securitization.  As of the distribution date three of the loans
are on the master servicer's watch list due to their upcoming
balloon.  The loan has amortized 11.6% since securitization.  
Performance has improved due to increase in occupancy and benefit
from amortization.  The loan is full recourse to the borrower.
Moody's LTV is 59.4% compared to 65.1% at last review and 70.9% at
securitization.


MERRILL LYNCH: Moody's Holds B3 Rating on $3.513MM Class K Certs.
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 10 classes of Merrill Lynch Financial
Assets Inc., Commercial Mortgage Pass-Through Certificates, Series
2002-Canada 8 as:

  -- Class A-1, $36,283,308, affirmed at Aaa
  -- Class A-2, $188,450,000, affirmed at Aaa
  -- Class X-1, Notional, affirmed at Aaa
  -- Class X-2, Notional, affirmed at Aaa
  -- Class B, $11,700,000, affirmed at Aaa
  -- Class C, $12,880,000, upgraded to Aa2 from Aa3
  -- Class D, $12,888,000, upgraded to A3 from Baa1
  -- Class E, $4,684,000, upgraded to Baa2 from Baa3
  -- Class F, $4,683,000, affirmed at Ba1
  -- Class G, $4,683,000, affirmed at Ba2
  -- Class H, $1,171,000, affirmed at Ba3
  -- Class J, $4,683,000, affirmed at B2
  -- Class K, $3,513,000, affirmed at B3

As of the Jan. 14, 2008 distribution date, the transaction's
aggregate principal balance has decreased by approximately 37.3%
to $293.8 million from $468.3 million at securitization.  The
Certificates are collateralized by 54 loans, ranging in size from
less than 1.0% to 6.7% of the pool, with the top 10 loans
representing 51.3% of the pool.  Two loans, representing 1.9% of
the pool, have defeased and are collateralized by Canadian
Government securities.  There have been no realized losses since
securitization.  One loan, representing 6.0% of the pool, is in
special servicing.  Moody's is not estimating losses from the
specially serviced loan at this time.  Eight loans, representing
17.8% of the pool, are on the master servicer's watchlist.

Excluding defeased loans, Moody's was provided with year-end 2006
operating results for 78.6% of the pool.  Moody's weighted average
loan to value ratio is 74.2% compared to 75.1% at Moody's last
full review in June 2006 and 80.6% at securitization.  The upgrade
of Classes C, D and E is due to increased subordination levels
from loan pay offs and amortization.

The top three loans represent 20.9% of the outstanding pool
balance.  The largest loan is the Crosswinds Apartments Loan
($23.8 million -- 8.1%), which is secured by a 347-unit, 26-story
apartment building located in Ottawa, Ontario.  The Loan is full
recourse to the borrower and Shelter Canadian Properties Limited.  
Performance has been impacted by an increase in operating
expenses.  The loan is on the master servicer's watchlist due to
low DSCR.  Moody's LTV is 90.9% compared to 82.1% at last review
and 81.2% at securitization.

The second largest loan is the Galeries Des Sources Loan
($20.0 million -- 6.8%), which is secured by a 330,500 square foot
community shopping center located in Dollard-Des-Ormeaux, Quebec,
a suburb of Montreal.  The anchor tenants include Canadian Tire
(15.6% NRA; lease expiration in July 2009) and Super C (14.5% NRA;
lease expiration in December 2012).  The loan is full recourse to
the borrower and amortizes on a 25-year schedule.  Moody's LTV is
83.6% compared to 84.5% at last review and 86.6% at
securitization.

The third largest loan is the Cookstown Manufacturer's Mall Loan
($17.8 million -- 6.0%), which is secured by a 160,000 square foot
outlet mall located in Cookstown, Ontario, 75 miles north of
Toronto.  As of December 2007 the mall's occupancy was 97.0%
compared to 92% in December 2005 and 95% at securitization.  Major
tenants include Adidas, Reebok, Samsonite and Black &
Decker/Philips Home Essentials.  The loan was transferred to the
special servicer in April 2007 when an unauthorized $13 million
second mortgage and a $750,000 third mortgage was placed on the
property.  Moreover, the current borrower purchased the property
from the original owner without lender's consent.  The court
appointed a receiver who took control of the property and its cash
flow.  Moody's is not projecting losses at the present time.  The
loan is non-recourse and amortizes on a 30-year schedule.  Moody's
LTV is 65.6% compared to 84.5% at last review and 76.2% at
securitization.


MOHEGAN TRIBAL: $1 Bil. Credit Facility Amendment Gets Lenders OK
-----------------------------------------------------------------
The Mohegan Tribal Gaming Authority received approval on Feb. 13,
2008, from its lender banks to amend certain terms of its
$1 billion bank credit facility.  

The amended agreement provides for an increase in the permissible
amount of capital expenditures pertaining to Mohegan Sun's Project
Horizon expansion project from $800 million to $950 million, well
as an increase in the permissible amount of capital expenditures
related to the Project Sunrise expansion project at Mohegan Sun at
Pocono Downs from $200 million to $215 million.

This amendment also modifies certain provisions of the loan
agreement, including MTGA's total leverage, senior leverage and
minimum fixed charge coverage ratio covenants to conform with the
increase in projected project expenditures and the change in the
projected completion dates for both projects.

"We are pleased our existing bank group has supported the Tribe
and MTGA during these difficult times in the credit markets," said
Jeffrey E. Hartmann, chief operating officer of MTGA.  "The
approval of the amendment ensures that the Authority has the
financing in place to complete Project Horizon in Connecticut and
Project Sunrise in Pennsylvania, and validates the Mohegan Tribe's
long-term vision of creating destination assets."

"The fact that MTGA's bank group strongly supported this
Amendment, enabling the increases in expenditures for Project
Horizon and elsewhere, is evidence of the Tribe's excellent
relationship with its banks," Bill Newby, managing director in
Bank of America's Real Estate, Gaming and Lodging group, said.  

"The strongly affirmative vote bears further testament to the bank
group's confidence in the Tribe, MTGA and its superb cadre of
professional managers," Mr. Newby added.  "Furthermore, the bank
group recognizes that MTGA's projects at Mohegan Sun and Mohegan
Sun at Pocono Downs are exactly the right response to potential
competition in adjacent states and are equally suited to building
long-term value in those properties."

                      About Mohegan Tribal

Mohegan Tribal Gaming Authority -- http://mtga.com/-- is an    
instrumentality of the Mohegan Tribe of Indians of Connecticut, a
federally recognized Indian tribe with an approximately 507-acre
reservation situated in southeastern Connecticut, adjacent to
Uncasville, Connecticut.

The Authority operates Mohegan Sun, a gaming and entertainment
complex on a 240-acre site on the Tribe's reservation and, through
its subsidiary, Downs Racing LP, owns and operates Mohegan Sun at
Pocono Downs, a gaming and entertainment facility offering slot
machines and harness racing in Plains Township, Pennsylvania and
five off-track wagering facilities located elsewhere in
Pennsylvania.

Mohegan Sun currently operates in an about 3 million square foot
facility, which includes the Casino of the Earth, Casino of the
Sky, the Shops at Mohegan Sun, a 10,000-seat Arena, a 350-seat
Cabaret, meeting and convention space and the about 1,200-room
luxury Sky hotel.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service placed Mohegan Tribal Gaming Authority's
ratings on review for possible downgrade.  Ratings affected
include MTGA's Ba1 Corporate Family and Probability of Default
ratings, Baa3 senior note rating, and Ba2 senior subordinated note
ratings.


MEDQUEST INC: $177MM Notes Redemption Cues S&P to Withdraw Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
MedQuest Inc., including the 'B-' corporate credit rating and the
'CCC' rating on the company's $180 million 11.875% subordinated
notes due 2012.
     
This action follows MedQuest's redemption of $177 million of the
outstanding notes via a tender offer. In addition, on Nov. 12,
2007, Novant Health, a not-for-profit integrated health care
system in North and South Carolina, acquired MedQuest's parent
company, MQ Associates Inc.


M/I HOMES: S&P Slashes Preferred Stock Rating to CCC+ from B-
-------------------------------------------------------------
On Feb. 19, 2008, Standard & Poor's Ratings Services lowered its
corporate credit and senior unsecured debt ratings on M/I Homes
Inc. to 'B+' from 'BB-' and lowered the preferred stock rating to
'CCC+' from 'B-'.  The outlook remains negative.  The rating
actions affect $200 million of senior unsecured notes and $100
million of preferred stock.
      
"The rating actions reflect a prolonged housing market downturn
that has stressed M/I's cash flow coverage measures and could
limit its ability to maintain an adequate liquidity position,"
said Standard & Poor's credit analyst Tom Taillon.  "With modest
cushion under its tangible net worth covenant, M/I will likely
need to pursue another amendment to its credit facility."
     
Standard & Poor's anticipates that market conditions will remain
difficult and does not expect the company to see operational
improvements in 2008.  S&P would lower the ratings further if M/I
is unable to generate sufficient cash flow from operations and
liquidity deteriorates.  Positive ratings momentum is unlikely in
the near term, although S&P would revise the outlook to stable if
S&P begin to see signs of stabilization in M/I's housing markets
and the company's liquidity position strengthens.


MORGAN STANLEY: S&P Affirms Low-B Ratings on Five Cert. Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on the class
C, D, and E commercial mortgage pass-through certificates issued
by Morgan Stanley Dean Witter Capital I Trust 2001-TOP5.  
Concurrently, S&P affirmed its ratings on 12 classes from the same
transaction.
     
The upgrades of the certificates reflect the defeasance of 19% of
the pool and increased credit enhancement levels.  The affirmed
ratings reflect credit enhancement levels that provide adequate
support through various stress scenarios.
     
As of the Jan. 15, 2008, remittance report, the collateral pool
consisted of 128 loans with an aggregate trust balance of
$781.6 million, compared with 143 loans totaling $1.042 billion at
issuance.  The master servicer, Wells Fargo Commercial Mortgage
Servicing, reported financial information for 99% of the loans.  
All of the servicer-provided information was full-year 2006 data
or later.  Using this information, Standard & Poor's calculated a
weighted average debt service coverage of 1.90x, up from 1.58x at
issuance.  All of the loans in the pool are current, and there are
no loans with the special servicer.  To date, the trust has
experienced one loss totaling $18,782.
     
The top 10 loans have an aggregate outstanding balance of
$263.6 million (34% of the aggregate pool balance) and a weighted
average DSC of 1.92x, up from 1.60x at issuance.  One of the top
10 loans appears on the master servicer's watchlist and is
discussed below.  Standard & Poor's reviewed property inspections
provided by the master servicer for all of the assets underlying
the top 10 loans, and all of the properties were characterized as
"good."
     
Credit characteristics for the Apache Mall and the Great America
Technical Center loans are consistent with those of investment-
grade obligations.  Credit characteristics for the Gwinnent
Pavilion and Town Point Business Park loan are no longer
consistent with those of investment-grade obligations.  Details of
these loans are:

     -- The largest exposure in the pool, the Apache Mall loan,
        has a balance of $50.6 million (6%).  The loan is secured
        by the fee interest in 603,165 sq. ft. of a 752,664-sq.-
        ft. regional mall in Rochester, Minnesota.  For the year
        ended Dec. 31, 2006, the DSC was 2.21x and occupancy was
        99%.  Standard & Poor's adjusted net cash flow for this
        loan is up 14% from its level at issuance.

     -- The third-largest exposure in the pool, the Great America
        Technical Center, has a balance of $33.8 million (4%).  
        The loan is secured by the fee interest in a 236,980-sq.-
        ft. office property in Santa Clara, California.  For the
        year ended Dec. 31, 2006, the DSC was 2.67x and occupancy
        was 58%.  The loan appears on Wells Fargo's watchlist
        because of the low occupancy.  Broadcom Corp. is the sole
        tenant at the property and pays an average rent of $88 per
        sq. ft. As part of the analysis of the loan, Standard &
        Poor's considered the potential for Broadcom to vacate its
        space once its leases begin to expire in June 2009.
        Standard & Poor's analysis derived a value that is 18%
        higher than its level at issuance.

     -- The seventh-largest exposure in the pool, the Gwinnent
        Pavilion and Town Point Business Park loan, has a balance
        of $16.5 million (2%).  The loan is secured by seven
        industrial flex properties totaling 556,660 sq. ft.  Four
        of the properties are located in Norcross, Georgia, and
        three of the properties are located in Kennesaw, Georgia.   
        For the year ended Dec. 31, 2006, the DSC was 1.75x and
        occupancy was 87%.  As of June 1, 2007, occupancy at the
        properties was 79%, and Standard & Poor's adjusted net
        cash flow for this loan was down 18% from its level at
        issuance.

Wells reported a watchlist of nine loans ($63.2 million; 8%), and
none of the remaining loans on the watchlist had a principal
balance greater than $7.5 million.
     
Standard & Poor's stressed the loans on the watchlist and the
other loans with credit issues as part of its analysis.  The
resultant credit enhancement levels support the raised and
affirmed ratings.

                          Ratings Raised

        Morgan Stanley Dean Witter Capital I Trust 2001-TOP5
  Commercial mortgage pass-through certificates series 2001-TOP5

                       Rating
                       ------
            Class   To       From    Credit enhancement
            -----   --       ----    ------------------
            C       AA+      AA            12.33%
            D       AA       AA-           11.00%
            E       A        A-             8.33%

                         Ratings Affirmed

       Morgan Stanley Dean Witter Capital I Trust 2001-TOP5
   Commercial mortgage pass-through certificates series 2001-TOP5

               Class    Rating    Credit enhancement
               -----    ------    ------------------
               A-3      AAA             19.99%
               A-4      AAA             19.99%
               B        AAA             16.00%
               F        BBB+             6.66%
               G        BBB-             5.33%
               H        BB+              4.00%
               J        BB               3.00%
               K        BB-              2.33%
               L        B                1.66%
               M        B-               1.33%
               X-1      AAA               N/A
               X-2      AAA               N/A


                   N/A  -- Not applicable.


NAISER ADVERTISING: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Naiser Advertising, Inc.
        3432 Stony Spring Circle
        Louisville, KY 40220

Bankruptcy Case No.: 08-30645

Type of Business: The Debtor is a commercial art & graphic
                  designer.  See http://www.naiser.com

Chapter 11 Petition Date: February 18, 2008

Court: Western District of Kentucky (Louisville)

Debtor's Counsel: Neil Charles Bordy, Esq.
                     (bordy@derbycitylaw.com)
                  Seiller Waterman, L.L.C.
                  2200 Meidinger Tower
                  462 South 4th Street
                  Louisville, KY 40202

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 11 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Internal Revenue Service                             $285,000
P.O. Box 21126
Philadelphia, PA 19114

Stock Yards Bank                                     $225,475
P.O. Box 39511
Louisville, KY 40233

Kentucky Department of                               $49,000
Revenue

Duplicator Sales                                     $4,064

Languages Unlimited                                  $3,937

Two Thomases Properties,       real estate; value of $105,000
L.L.C.                         security: $525,000;
Attention: Anne P. Thomas      value of senior lien:
9701 Taylorsville Road         $422,616
Louisville, KY 40299

Murphys Camera                                       $1,640

A.T.&T. Advertising                                  $1,371

Word Check                                           $931

Hawkeye Security                                     $924

Minit Print                                          $823


NEW YORK RACING: Court Extends Exclusive Plan Filing Period
-----------------------------------------------------------
The United States Bankruptcy Court for the Southern District
of New York further extended New York Racing Association Inc.'s
exclusive periods to file a Chapter 11 plan and solicit
acceptances of that plan until March 7, 2008, Bill Rochelle of
Bloomberg News reports.

As reported in the Troubled Company Reporter on Feb. 11, 2008,
the Debtor told the Court that it needs more time to resolve
franchising issues that could allow it to operate racing at its
racetrack.

Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP in New York,
said a draft legislation regarding the terms of the next franchise
is currently in discussion among the Debtor, New York Governor
Eliot Spitzer, the Assembly and the State Senate.

The proposed bill will be passed by both branches of the New York
State government by Feb. 13, 2008, Mr. Rosen says.  However, there
is no assurance that passage will occur by such date.

The Debtor said that it does not seek to maintain the status quo
in order to exert leverage.  It just want to make sure that the
governmental process to complete and the consummation of the plan
is assured.

According to The Associated Press, the Debtor already made an
interim deal with the state to extend its contract over the racing
tracks to 30 years.  In turn, the Debtor will cede ownership of
the tracks to the state.  The governor proposed to let the Debtor
retain the rights to operating the Belmont, Saratoga and Aqueduct
racetracks but agreed to a revamp in the company's structure and
management.  Mr. Spitzer's proposal will, however, still need the
approval of the Legislature.

As reported in the Troubled Company Reporter on Jan. 25, 2008, New
York state governor Eliot Spitzer considered having the Debtor
retain the state's thoroughbred horse racing franchise.

As reported in the Troubled Company Reporter on Jan. 16, 2008,
the Debtor's exclusive period to file a Chapter 11 plan will
expire on March. 14, 2008.

                       About New York Racing

Based in Jamaica, New York, The New York Racing Association
Inc. aka NYRA -- http://www.nyra.com/-- operates racing tracks in
Aqueduct, Belmont Park and Saratoga.  The company filed for
chapter 11 protection on Nov. 2, 2006 (Bankr. S.D.N.Y. Case No.
06-12618).  Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP,
Henry C. Collins, Esq., at Cooper, Erving & Savage LLP, and
Irena M. Goldstein, Esq., at Dewey Ballantine LLP represent the
Debtor in its restructuring efforts.  Jeffrey S. Stein of The
Garden City Group Inc. serves as the Debtor's claims and noticing
agent.  The U.S. Trustee for Region 2 appointed an Official
Committee of Unsecured Creditors and Edward M. Fox, Esq., Eric T.
Moser, Esq., and Jeffrey N. Rich, Esq., at Kirkpatrick & Lockhart
Preston Gates Ellis LLP, represent the Committee.  When the Debtor
sought protection from its creditors, it listed more than
$100 million in total assets and total debts.


NASH FINCH: Seeks $18 Mil. in Damages from Roundy's Supermarkets
----------------------------------------------------------------
Nash Finch Company answered a breach of contract suit filed by
Roundy's Supermarkets Inc. on Feb. 11, 2008, claiming Nash Finch
violated the terms of an Asset Purchase Agreement by not paying
approximately $7.9 million as a purchase price adjustment.  Nash
Finch denies any additional monies were due to Roundy's, and
asserted counterclaims against Roundy's for, among other things,
breach of contract, misrepresentation and breach of the implied
covenant of good faith and fair dealing.  Nash Finch is seeking
damages in its counterclaims in excess of $18 million.

The efforts of Nash Finch and Roundy's to resolve their disputes
concerning Nash Finch's 2005 acquisition of Roundy's Lima, Ohio
and Westville, Indiana distribution centers have failed, and the
matter has proceeded to litigation in the United States District
Court for the Eastern District of Wisconsin.

                         About Roundy's

Roundy's Supermarkets, Inc. -- http://www.roundys.com/-- is a   
Fortune 500 company with 21,000 employees.  It operates 133 retail
grocery stores under the Pick 'n Save, Copps and Rainbow Foods
banners in Wisconsin, Minnesota and Illinois.

                        About Nash Finch

Headquartered Minneapolis, Minnesota, Nash Finch Company (Nasdaq:
NAFC) -- http://www.nashfinch.com/-- is an American food  
distribution company.  Nash Finch's core business, food
distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt.  The company also owns and
operates a base of retail stores, primarily supermarkets under the
Econofoods(R), Family Thrift Center(R), and Sun Mart(R) trade
names.

                           *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Standard & Poor's Ratings Services revised its outlook on Nash
Finch Co. to stable from negative.  At the same time, S&P affirmed
the Minneapolis, Minnesota-based company's 'B+' corporate credit
and other ratings.  This action reflects stabilized operating
performance, improved credit metrics and adequate liquidity.


NOWAUTO GROUP: Dec. 31 Balance Sheet Upside-Down by $584T
---------------------------------------------------------
NowAuto Group Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed $7,150,239 in total assets and $7,734,353 in total
liabilities, resulting in a $584,114 total stockholders' deficit.

The company reported a net loss of $311,429 for the second quarter
ended Dec. 31, 2007, compared with a net loss of $633,785 in the
same period ended Dec. 31, 2006.

Revenue for the quarter ended Dec. 31, 2007, was $1,063,650 versus
revenue of $2,230,859 for the quarter ended Dec. 31, 2006.  The
decline in revenue was a result of significantly lower contract
purchases during the quarter caused by a high volume of credit
applications that did not meet the company's standards.

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?2840

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 5, 2007,
Moore & Associates Chartered in Las Vegas, Nevada expressed
substantial doubt about NowAuto Group 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 said that the company has incurred recurring losses.  

                       About NowAuto Group  

NowAuto Group Inc. (OTC BB: NAUG) -- http://www.nowauto.com/--
operates four buy-here-pay-here used vehicle dealerships in  
Arizona.  The company manages all of its installment finance  
contracts and purchases installment finance contracts from a
select number of other independent used vehicle dealerships.   
Through its subsidiary, NavicomGPS Inc. the company markets GPS
tracking devices, primarily to independent used vehicle
dealerships.


ORBIT PETROLEUM: Files for Chapter 11 Reorganization in New Mexico
------------------------------------------------------------------
Orbit Petroleum, Inc. filed a petition for protection under
Chapter 11 of the United States Bankruptcy Code in Federal Court
in New Mexico.  

The Company has taken this step because it encountered significant
problems following its purchase of Tipton Enterprises, Inc., also
known as Tipton Oil and Gas and its subsidiaries, Gilberts Lease
Service, Toga Well Services and Blackrock Transportation.  The
problems are due to a number of unknown legal claims, disputes and
litigation by Tipton, et al. creditors to which Orbit has been
joined as a party defendant.

Although Orbit is still investigating the claims made against the
Company and its recently acquired subsidiaries, a stay for
protection was necessary to protect the company s assets and
shareholders.

The company anticipates it will be able to pay all valid claims
and accounts in full, plus any penalties or interest owed by the
company and its Tipton subsidiaries.  The company has sufficient
on-going revenue from its oil and gas sales and services to
sustain its operations and anticipates that it will be able to
emerge from bankruptcy as a viable enterprise.  The key objective
in filing for protection in the US Bankruptcy Courts is to stay
all legal actions and allow the company time to fully reconcile
the validity and accuracy of the claims and liabilities of all
parties including vendors and certain royalty owners against the
company and it subsidiaries.  Orbit intends to move quickly to put
forth a plan which can be acceptable to all parties.

Orbit had been working diligently since closing the purchase to
secure investment capital for the development of the TOGA
properties as well as the companys other assets.  However, most
of the funding partners have expressed reservations and even
delayed possible commitments on potential funding until such time
certain liabilities and legal matters, if valid, are resolved.  
The company anticipates that any interested funding partners will
be more willing to invest with Orbit after the approval of a
creditor plan.  Orbit will be working to secure a funding
partners commitment as a part of the funding of any creditor
plan.

Orbit Petroleum closed the Tipton Acquisition on Oct. 4, 2007.  
Orbit acquired Tipton Enterprises which includes properties in
Chaves, Lea, Eddy and Roosevelt Counties, New Mexico for
$8,825,000.  Orbit paid $2,625,000 with $825,000 in stock and
$1,800,000 in cash.  Much of the $1,800,000 was paid with loans
provided to Orbit by insiders and associates.  The balance of
$6,200,000 includes the assumption of roughly $3,000,000 in debt
and $3,200,000 which is to be paid in cash to the Sellers over
time.  Orbit plans to adjust (reduce) the $3,200,000 to be paid to
the Sellers of TOGA by certain liabilities for unpaid royalty and
operating expenses and costs that were not disclosed and were
unknown to Orbit at closing.  The overall liability to Orbit for
total debt incurred in the acquisition is still being reconciled.
The TOGA properties include approximately 24,320 acres in 10
unitized fields with three fields comprising more than 16,000
acres.  Current production is approximately 130 BOPD from 109
active wells.

Headquartered in Oklahoma City, Oklahoma, Orbit Petroleum, Inc.
(OBPT.PK) --  http://www.orbitpetro.com-- is the owner of oil and  
gas properties in New Mexico and Texas.


PEOPLE'S CHOICE: Fitch Chips Ratings on 15 Certificate Classes
-----------------------------------------------------------
Fitch Ratings has taken rating actions on People's Choice mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed
from Rating Watch Negative.  Affirmations total $3.3 million and
downgrades total $663.9 million.  Additionally, $578.1 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

People's Financial Realty 2006-1
  -- $100.3 million class 1A1 rated 'AAA', remains on Rating Watch
     Negative (BL: 61.31, LCR: 1.78);

  -- $127.4 million class 1A2 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 44.83, LCR: 1.3);

  -- $64.4 million class 1A3 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 40.38, LCR: 1.17);

  -- $41.2 million class 1A4 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.36, LCR: 1.11);

  -- $122.4 million class 2A1 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.66, LCR: 1.12);

  -- $122.4 million class 2A2 downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 38.66, LCR: 1.12);

  -- $36.6 million class M1 downgraded to 'CCC' from 'AA+'
     (BL: 33.66, LCR: 0.98);

  -- $33.6 million class M2 downgraded to 'CCC' from 'A+'
     (BL: 29.35, LCR: 0.85);

  -- $20.1 million class M3 downgraded to 'CCC' from 'A'
     (BL: 26.76, LCR: 0.78);

  -- $18.1 million class M4 downgraded to 'CC' from 'A-'
     (BL: 24.43, LCR: 0.71);

  -- $16.6 million class M5 downgraded to 'CC' from 'BBB'
     (BL: 22.29, LCR: 0.65);

  -- $15.5 million class M6 downgraded to 'CC' from 'BBB-'
     (BL: 20.24, LCR: 0.59);

  -- $14.5 million class M7 downgraded to 'CC' from 'BB+'
     (BL: 18.23, LCR: 0.53);

  -- $12.5 million class M8 downgraded to 'C' from 'BB-'
     (BL: 16.49, LCR: 0.48);

  -- $6.5 million class M9 downgraded to 'C' from 'B+'
     (BL: 15.52, LCR: 0.45);

  -- $12.0 million class M10 downgraded to 'C' from 'B'
     (BL: 14.06, LCR: 0.41);

  -- $3.3 million class B1 affirmed at 'BBB-',
     (BL: 53.99, LCR: 1.56);

Deal Summary
  -- Originators: People's Choice
  -- 60+ day Delinquency: 30.43%
  -- Realized Losses to date (% of Original Balance): 1.76%
  -- Expected Remaining Losses (% of Current balance): 34.50%
  -- Cumulative Expected Losses (% of Original Balance): 28.46%

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.


PLASTECH ENGINEERED: Johnson Controls Mulled on Acquiring Plastech
------------------------------------------------------------------
Donald S. MacKenzie, a senior managing director at Conway
MacKenzie & Dunleavy, testified before the U.S. Bankruptcy Court
for the Eastern District of Michigan that Johnson Controls Inc.,
one of Plastech Engineered Products, Inc.'s major customers,
considered acquiring the privately held company in the weeks
before it sought Chapter 11, Reuters reports.

Mr. MacKenzie also said that JCI may still be interested in
acquiring Plastech.

JCI and the three major U.S. car makers Ford Motor Company,  
General Motors Corporation, and Chrysler LLC have agreed to make
advance payments to Plastech, a condition for Chrysler to obtain
a $38,000,000 financing from a syndicate of lenders led by Bank
of America, N.A.

Plastech is seeking the Court's approval to hire Conway MacKenzie
as its financial advisors in its Chapter 11 case.  Plastech had
hired the firm prepetition to help address its financial
difficulties and explore alternatives for the company.

                    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.


PLASTECH ENGINEERED: Taps Lazard Freres as Financial Advisor
------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Eastern District of Michigan to
employ Lazard Freres & Co., LLC, as their financial advisor and
investment banker, nunc pro tunc to Feb. 1, 2008.

Peter Smidt, executive vice president, finance, and chief
financial officer of Plastech Engineered Products, Inc., relates
that Lazard has provided prepetition services to the Debtors,
and, as a result of those prepetition engagement, has acquired
significant knowledge of the Debtors' businesses and financial
structure.

As financial advisor and investment banker, Lazard will:

   (a) review and analyze the Debtors' business, operations and
       financial projections;

   (b) evaluate the Debtors' potential debt capacity in light of
       their projected cash flows;

   (c) assist in the determination of a capital structure for the
       Debtors;

   (d) assist in the determination of a range of values for the
       Debtors on a going concern basis;

   (e) advise the Debtors on tactics and strategies for
       negotiating with the stakeholders;

   (f) render financial advice to the Debtors and participate in
       meetings or negotiations with the stakeholders and rating
       agencies or other appropriate parties in connection with
       any restructuring;

   (g) advise the Debtors on the timing, nature, and terms of new
       securities, other consideration or other inducements to be
       offered pursuant to the Restructuring;

   (h) advise and assist the Debtors in evaluating a potential
       DIP Financing transaction, in contacting potential sources
       of capital, in implementing a DIP Financing;

   (i) assist the Debtors, in preparing documentation within
       Lazard's area of expertise that is required in connection
       with the Restructuring;

   (j) assist the Debtors in identifying and evaluating
       candidates for a potential Sale Transaction, advise the
       Debtors in connection with negotiations and aid in the
       consummation of a Sale Transaction;

   (k) attend meetings of the Debtors' Board of Directors and its
       committees;

   (l) provide testimony with respect to financial matters; and

   (m) provide the Debtors with other financial restructuring
       advice.

The Debtors will pay Lazard a $150,000 fee to be paid each month
until the earlier of the completion of the Restructuring or the
termination of Lazard's engagement; and a $3,500,000
restructuring fee.  Monthly Fees paid in respect of the first
four months of Lazard's engagement will be credited against any
Restructuring Fee payable; provided that credit will only apply
to the extent that the fees are approved in their entirety by the
Court.

If the Debtors consummate a sale of all or a majority of their
assets, the Debtors will pay Lazard a Sale Transaction Fee equal
to the greater of (x) the fee calculated based on the Aggregate
Consideration or (y) the Restructuring Fee.  If the Debtors
consummate a "minor" sale of assets, Lazard will receive a fee
based on the Aggregate Consideration.

The total Sale Transaction Fee is calculated by breaking down the
Aggregate Consideration and multiplying each increment by a
corresponding incremental fee:

   Aggregate Consideration          Incremental Fee
       (In Millions)                   Percentage
   -----------------------          ---------------
         $0 - $25                        2.50%
         $25 - $50                       2.20%
         $50 - $100                      1.75%
         $100 - $200                     1.30%
         $200 - $300                     1.10%
         $300 - $400                     1.00%
         $400 - $500                     0.90%
         $500 - $600                     0.86%
         $600 - $700                     0.82%
         $700 - $800                     0.78%
         $800 - $900                     0.74%
         $900 above                      0.70%

The Debtors will also pay Lazard a DIP Financing fee equal to
1.0% of the aggregate gross proceeds raised in a DIP Financing
Agreement.  Any DIP Financing Fee paid will be credited against
any Restructuring Fee subsequently payable.

Mr. Smidt says the total fees payable to Lazard will not exceed
$5,500,000.  All fees payable to Lazard will be subject to a
minimum fee equal to $750,000.

In addition to all the fees payable to Lazard, the Debtors will
reimburse Lazard for all reasonable expenses incurred.

The Debtors also agree to indemnify Lazard from any claims or
causes of action arising from its engagement as financial advisor
and investment banker to the Debtors.

Andrew Yearly, managing director at Lazard, 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.

Mr. Yearly, however, discloses that Lazard has represented or may
currently represent certain parties-in-interest in matters wholly
unrelated to the Debtors' bankruptcy proceedings.

                    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.


PLASTECH ENGINEERED: To Hire Skadden Arps as Bankruptcy Counsel
---------------------------------------------------------------
Plastech Engineered Products Inc. and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Eastern District
of Michigan to employ Skadden, Arps, Slate, Meagher & Flom LLP as
their bankruptcy counsel, nunc pro tunc to their bankruptcy
filing.

Peter Smidt, executive vice president, finance, and chief
financial officer of Plastech Engineered Products, Inc., relates
that Skadden Arps has provided prepetition legal services to the
Debtors to work out their financial difficulties, including a
possible restructuring of their financial affairs and capital
structure, and possible representation in any reorganization
cases filed under Chapter 11 of the U.S. Bankruptcy Code.

As a result of the prepetition engagement, Mr. Smidt believes
Skadden Arps has become uniquely familiar with the Debtors'
business affairs and many of the potential issues that may arise
during the course of their bankruptcy proceedings.

As bankruptcy counsel, Skadden Arps will:

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

   (b) attend meetings and negotiating with representatives of
       creditors and other parties-in-interest; and advise and
       consult on the conduct of the cases, including all of the
       legal and administrative requirements of operating in
       Chapter 11;

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

   (d) prepare, on behalf of the Debtors, motions, applications,
       answers, orders, reports and papers necessary to the
       administration of the estates;

   (e) prepare and negotiate on the Debtors' behalf plan of
       reorganization, disclosure statement, and all related
       agreements or documents, and take any necessary action
       on behalf of the Debtors to obtain confirmation of the
       reorganization plan;

   (f) advise the Debtors in connection with any sale of assets;

   (g) perform other necessary legal services and provide other
       necessary legal advice to the Debtors in connection with
       their Chapter 11 cases; and

   (h) appear before the Court, any appellate courts, and the
       U.S. Trustee and protecting the interests of the Debtors'
       estates before those courts and the U.S. Trustee.

The Debtors propose to pay Skadden Arps according to its
customary hourly rates:

      Professionals               Hourly Rate
      -------------               -----------
      Partners & Of-counsel       $680 - $950
      Counsel & Associates        $340 - $765
      Legal Assistants            $170 - $265

The Debtors will also reimburse Skadden Arps of its necessary
out-of-pocket expenses.

Mr. Smidt discloses that the Debtors have paid $150,000 to
Skadden Arps, which amount is held as on-account cash for the
advance payment of prepetition professional fees and expenses.  
During the 90-day period before the Petition Date, Skadden Arps
billed the Debtors a total of $223,570, and received payments
totaling $417,920, including the Initial On Account Cash and an
additional $43,000 increase of the Initial On Account Cash.

Gregg M. Galardi, Esq., a member at Skadden Arps, 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.

Mr. Galardi discloses that Skadden Arps has represented the
Debtors in connection with the potential acquisition of a third
party, and in litigation arising in connection with bankruptcy
proceedings filed by Meridian Automotive Systems, Inc., and
certain of its affiliates.

Mr. Galardi further discloses that Skadden Arps has represented
or is currently representing certain parties-in-interest in
matters wholly unrelated to the Debtors' bankruptcy proceedings.  
Those parties include:

   * Bank of America, N.A.,
   * Goldman Sachs Credit Partners, L.P.,
   * Ford Motor Company,
   * Johnson Controls, Inc.,
   * Visteon Corporation,
   * Chrysler LLC,
   * Daimler AG,
   * Delphi Automotive Systems (Holding), Inc.,
   * Honda Motors Company,
   * Exxon Mobil Corporation,
   * The Southern Company,
   * American International Group,
   * The Travelers Companies, Inc.

Mr. Galardi tells the Court that Skadden Arps will promptly file
a supplemental declaration if its client investigation reveals
undisclosed material facts.

                    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.


POLAR MOLECULAR: Case Dismissal Hearing Slated for March 13
-----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado will
convene a hearing on March 13, 2008, to consider the request of a
Polar Molecular Corp. creditor, which has a security interest in
patents and trademarks, to dismiss the Debtor's Chapter 11 case,
Bill Rochelle at Bloomberg News reports.

Petroleum Enhancer LLC has asked the Court to dismiss the Chapter
11 case of the Debtor, saying that the bankruptcy petition was
filed the day before a foreclosure date.  Therefore, the Chapter
11 filing was in bad faith.

Headquartered in Denver, Polar Molecular Corp. develops and sells
fuel additives.  The company also sells marketing rights to others
to sell the same fuel additives.  The company filed for Chapter 11
protection on Jan. 11, 2008 (Bank. D. Colo. Case No. 08-10346).  
D. Bruce Coles, Esq., at Quinn & Coles, represents the Debtor in
its restructuring efforts.  The Debtor reported $400,001,522 in
total assets, including $400,000,000 in patents and other
intellectual properties, and $5,123,574 in total debts, in its
schedules of assets and liabilities filed with the Court.


PROSPECT MEDICAL: Inks Forbearance Arrangements with Lenders
------------------------------------------------------------
Prospect Medical Holdings Inc. reached forbearance arrangements
with all participating lenders in its $155 million senior secured
credit facility.  The 60-day forbearance is intended to give
Prospect the necessary additional time to complete the Alta
restatement exercise and finalize its Sept. 30, 2007, audited
financial statements for delivery to the lenders.

The lenders have agreed, subject to certain terms and conditions,
to forbear from exercising their rights and remedies under the
credit agreements resulting from Prospect's delay in submitting
annual audited financial statements.

The forbearance period expires March 31, 2008, but could be
extended until April 10, 2008, under certain circumstances.

Prospect believes that it will be in a position to deliver the
required information to the lenders prior to the March 31
deadline.  Prospect continues to make all required interest and
principal payments under the loans.

                      About Prospect Medical

Prospect Medical Holdings Inc. (AMEX: PZZ) --
http://www.prospectmedicalholdings.com/-- manages the medical   
care of individuals enrolled in HMO plans in Southern California.  
The company, through its Independent Physician Associations,
contracts with health care professionals to provide a full range
of services to HMO enrollees.  Services provided by Prospect
include contract negotiations, physician recruiting and
credentialing, HR, claims administration, financial services,
provider relations, case management, quality assurance, data
collection and MIS.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 5, 2008,
Standard & Poor's Ratings Services said that its 'B-' counterparty
credit rating on Prospect Medical Holdings remains on CreditWatch
with negative implications.


QUEBECOR WORLD: Quebec Court Extends CCAA Protection Until May 12
-----------------------------------------------------------------
Quebecor World Inc. provided update on its restructuring under the
Companies' Creditors Arrangement Act (Canada).

                   First Extension of Stay Period

Quebecor World Inc. and the other Quebecor World companies
involved in the CCAA restructuring process obtained an initial
court order under the CCAA on Jan. 21, 2008 providing for a stay
of proceedings until Feb. 20, 2008.

Quebecor World said that on Tuesday, the Superior Court of Quebec
extended the stay of proceedings up to and including May 12, 2008.

Among other matters, the First Stay Extension Order relieves
Quebecor World of its obligation to convene and hold its annual
meeting of shareholders prior to June 30, 2008, and directs
Quebecor World to hold its next annual shareholders' meeting
within three (3) months following the ultimate termination date of
the stay period.

A copy of the First Stay Extension Order is available at
http://www.quebecorworldinc.com/restructuring.aspx.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market      
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of    
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  (Quebecor World Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Joint Administrators Close British Printing Plant
-----------------------------------------------------------------
Sylvain Larocque, writing for The Canadian Press, reports that
Ian Best and David Duggins of Ernst & Young LLP, the joint
administrators of Quebecor World Inc.'s British operation, have
decided to shut down the printing plant in Corby.

As previously reported, the Corby facility is located in the
central U.K. about 70 miles north of London.  It employed
approximately 290 people and produced magazines, catalogs and
specialty print products for marketing and advertising campaigns.

According to the report, at least 250 workers will lose their
jobs due to the closure.

The Canadian Press relates that Messrs. Best and Duggins were not
able to find a buyer who would continue operating the plant.  
"The only interest expressed by potential investors were in the
assets, including the building and machinery, of Quebecor World
in the United Kingdom," Sylvain Larocque reports.

Tony Burke, assistant secretary-general of Unite, the union
representing workers at the Corby plant, blamed the Quebecor
parent company in Canada, The Canadian press noted.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market      
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of    
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: Franklin Resources Holds 1,105 Sub. Voting Shares
-----------------------------------------------------------------
Franklin Resources, Inc., Charles Johnson, Rupert Johnson, Jr.,
and Franklin Templeton Investments Corp. disclose, in a
regulatory filing with the Securities and Exchange Commission,
that they may be deemed to beneficially own 1,105 shares of
Quebecor World Inc.'s subordinate voting shares.

According to Maria Gray, secretary of Franklin Resources, Inc.,
Charles B. Johnson and Rupert H. Johnson, Jr., are the principal
stockholders of Franklin Resources, Inc., each owning in excess
of 10% of the outstanding common stock.  FRI and the Principal
Shareholders may be deemed to be the beneficial owners of
securities held by persons and entities for whom or for which FRI
subsidiaries provide investment management services, Ms. Gray
says.  FRI, the Principal Shareholders and each of the Investment
Management Subsidiaries disclaim any pecuniary interest in any of
the Securities.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market      
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of    
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


QUEBECOR WORLD: New Pact with Clients to Yield $75 Mil. Annually
----------------------------------------------------------------
Quebecor World Inc. said that during the last several weeks it has
signed new and renewed multi-year agreements with important
customers across all its major business groups.  The value of
these agreements is estimated at more than $75,000,000 annually.  
This includes major publishers, retailers and direct marketers.

"These multi-year agreements clearly demonstrate that major
publishers, retailers, and direct marketing companies recognize
the value Quebecor World provides to their business," said
Jacques Mallette, President and CEO Quebecor World.  "We
appreciate the trust and commitment of our customers who continue
to renew existing agreements and reward us with new work.  This
is due to the strength of our platform and the dedication of our
employees across our network who consistently provide our
customers with top-quality products, on-time delivery and
exemplary customer service."

Quebecor World expects to make additional announcements in
the coming weeks with respect to new and renewed customer
agreements.  Today we are pleased to announce that Imagitas,
Inc., an innovative marketing services company recently agreed to
extend its partnership with Quebecor World.  "Imagitas is one of
America's most inventive direct marketing services companies,"
said Kevin J. Clarke, President of the Quebecor World Book and
Directory Group.  "They chose to renew and extend its agreement
with Quebecor World because of our record of close collaboration
in new product development and because of our consistent history
of meeting critical delivery dates."

Hughes R. Bakewell, Jr., President, Direct Marketing Solutions
Division added, "We are pleased to be awarded this work by a
company that is a clear leader in its field and look forward
to building on our partnership in the years to come.  Our
relationship with Imagitas, Inc. exemplifies Quebecor World's
commitment to creating the highest value for our clients."

The Imagitas agreement covers products manufactured in Quebecor
World's Book and Direct Mail facilities.  Imagitas' total contract
and non-contract billings are valued at more than $50,000,000 from
2008 through 2010.

In our Magazine Division, Quebecor World has been awarded a
five-year agreement to print 100% of a nine-title portfolio of
magazines published by Stamats Business Media of Cedar Rapids,
Iowa.  The titles include Archi-Tech, Buildings, Interiors &
Sources and four regional editions of Meetings magazine.

In addition, Quebecor World received four new titles from F+W
Publications a consumer hobby and enthusiast magazine and book
publisher.  The new titles are Scuba Diving, Deer & Deer Hunting,
Turkey & Turkey Hunting, and Scrapbook Retailer and will be
produced in Quebecor World's Lebanon, OH, Midland, MI, and St-
Cloud, MN facilities.

In our U.S. Retail Insert and Catalog Division we have secured
long-term renewals and new work from five customers valued at more
than $55,000,000 annually including Petco a leading supplier of
pet products with 850 stores in 49 states.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market      
solutions, including marketing and advertising activities, well as
print solutions to retailers, branded goods companies, catalogers
and to publishers of magazines, books and other printed media.  It
has 127 printing and related facilities located in North America,
Europe, Latin America and Asia.  In the United States, it has 82
facilities in 30 states, and is engaged in the printing of books,
magazines, directories, retail inserts, catalogs and direct mail.  
In Canada it has 17 facilities in five provinces, through which it
offers a mix of printed products and related value-added services
to the Canadian market and internationally.

The company is an independent commercial printer in Europe with
19 facilities, operating in Austria, Belgium, Finland, France,
Spain, Sweden, Switzerland and the United Kingdom.  In March 2007,
it sold its facility in Lille, France.  Quebecor World (USA) Inc.
is its wholly owned subsidiary.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in the
CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No.
08-10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of    
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of $5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay has
been extended to May 12, 2008.  (Quebecor World Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *    *

As reported in the Troubled Company Reporter on Feb. 13, 2008
Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan was
rated Ba3 (together, the DIP facilities).  The RTL's better asset
value coverage relative to the TL accounts for the ratings'
differential.


REBECCA CARTEE: Case Summary & Three Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rebecca Angeline Cooper Cartee  
        1494 Old Hillsboro Road
        Franklin, TN 37069

Bankruptcy Case No.: 08-01356

Chapter 11 Petition Date: February 19, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: John C. McLemore, Esq.
                  McLemore & Walker PLLC
                  P.O. Box 158249
                  Nashville, TN 37215-9848
                  Tel: (615) 383-9495
                  Fax: (615) 292-9848
                  gmwecfkr@gmwpllc.com

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of its Three Largest Unsecured Creditors:

   Entity                       Nature of Claim    Claim Amount
  ------                   ------------    ---------
Federal Land Bank                                      $783,000
1013 Highway 72 East
Tuscumbia, AL 35674

Williamson County Trustee       1494 Old Hillsboro       $9,723
1320 West Main Street           Road Property Tax
Franklin, TN 37064

GMAC                                                    Unknown
P.O. Box 130424
Roseville, MN 5513


RED MILE: Posts $2.8M Net Loss in 3rd Quarter Ended Dec. 31
-----------------------------------------------------------
Red Mile Entertainment Inc. reported a net loss of $2,818,959 on
net revenues of $5,704,034 for the third quarter ended Dec. 31,
2007, compared with a net loss of $2,345,643 on net revenues of
$502,503 in the same period ended Dec. 31, 2006.

The increase in net revenues is primarily due to sales of Jackass:
The Game in North America, Europe, Australia and Asia in fiscal
2008.

Cost of sales were approximately $6,315,000 during the three
months ended Dec. 31, 2007, as compared to approximately
$1,323,000 during the comparable period from 2006.  

Research and development expenses were approximately $442,000
during the three months ended Dec. 31, 2007, as compared to
approximately $144,000 during the three months ended Dec. 31,
2006.  Virtually all of the costs for R&D during the three months
ended Dec. 31, 2007, related to costs incurred in the development
of Sin City: the Game and Jackass: The Game for the Nintendo DS
prior to the related game reaching technological feasibility.

General and administrative costs were approximately $1,156,000 in
the three months ended Dec. 31, 2007, as compared to approximately
$786,000 in the three months ended Dec. 31, 2006.  During the
three months ended Dec. 31, 2007, the company took a bad debt
charge in the amount of approximately $380,000 related to one of
its customers, Hollywood Video, who filed for Chapter 11
protection during the quarter.

Sales, marketing and business development costs were approximately
$429,000 during the three months ended Dec. 31, 2007, as compared
to approximately $497,000 during the three months ended Dec. 31,
2006.

During the three months ended Dec. 31, 2007, the company took a
non-cash charge of approximately $190,000 related to contingent
liability charges on the value of 192,000 warrants issued on July
18, 2007, that management now believes will not be cancelled as
the company will not be able to realize a liquidity event in
Canada before March 18, 2008.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$9,797,999 in total assets, $4,168,053 in total liabilities, and
$5,629,946 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?2841

                       Going Concern Doubt

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about Red Mile Entertainment Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended March 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses, negative
cash flows from operations, and accumulated deficit.  

                          About Red Mile

Headquartered in Sausalito, California, Red Mile Entertainment
Inc. (OTC BB: RDML.OB) -- http://www.redmileentertainment.com/--    
is a worldwide developer and publisher of interactive
entertainment software.  Red Mile creates, incubates, and licenses
premier intellectual properties and develops products for console
video-game systems, personal computers, and other interactive
entertainment platforms.


REMOTEMDX INC: Posts $2.3M Net Loss in 1st Qtr. Ended Dec. 31
-------------------------------------------------------------
RemoteMDx Inc. reported a net loss of $2,352,383 on net sales of
$3,605,545 for the first quarter ended Dec. 31, 2007, versus a net
loss of $7,813,649 on net sales of $988,237 in the comparable
period ended Dec. 31, 2006.

The increase in net sales resulted primarily from the sale and
monitoring of offender tracking devices.

On Dec. 1, 2007, the company acquired Midwest.  For the month
ended Dec. 31, 2007, Midwest had net sales of $351,583.  These
sales consisted of $311,631 from the monitoring of offender
tracking devices, $36,046 from the sale of devices, and $3,906
from other miscellaneous sales.

On Dec. 1, 2007, the company acquired Court Programs.  For the
month ended Dec. 31, 2007, Court Programs had net sales of
$209,313 all from the monitoring of offender tracking devices and
parolee services.

For the three months ended Dec. 31, 2007, cost of goods sold was
$2,184,100 compared to $2,205,393 during the three months ended
Dec. 31, 2006, a decrease of $21,293.

                 Liquidity and Capital Resources

During the three months ended Dec. 31, 2007, the company financed
its operations primarily from the sale and issuance of common
stock of the company's subsidiary Volu-Sol Reagents and the
exercise of warrants for the purchase of common stock of the
company for net proceeds of $4,027,380.

As of Dec. 31, 2007, the company had unrestricted cash of
$7,713,104 and a working capital of $3,707,769, compared to
unrestricted cash of $5,556,275 and a working capital of
$2,596,985 at Sept. 30, 2007.

During the three months ended December 31, 2007, the company's
operating activities used cash of $1,284,739, compared to $552,722
of cash provided during the three months ended Dec. 31, 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$21,988,109 in total assets, $11,700,567 in total liabilities,
$2,765,051 in minority interest, $3,590,000 in SecureAlert Series
A preferred stock, and $3,932,491 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?2833

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Salt Lake City, Utah-based Hansen, Barnett & Maxwell expressed
substantial doubt about RemoteMDx 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 recurring operating losses and  
accumulated deficit.

                         About RemoteMDx

Headquartered in Sandy, Utah, RemoteMDx Inc. (OTC BB: RMDX.OB) --
http://www.remotemdx.com/-- and its subsidiary, SecureAlert Inc.,  
develop and market monitoring and surveillance products and
services to the criminal justice system throughout the United
States.  


RESIDENTIAL FUNDING: Fitch Junks Ratings on 22 Certificate Classes
------------------------------------------------------------------
Fitch Ratings has taken rating actions on Residential Funding
Company Residential Asset Securities Corporation mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are now removed.  
Affirmations total $618.1 million and downgrades total $1.2
billion.  Additionally, $869.3 million remains on Rating Watch
Negative.  Break Loss percentages and Loss Coverage Ratios for
each class are included with the rating actions as:

RASC 2006-KS6
  -- $65.2 million class A-1 affirmed at 'AAA',
     (BL: 73.55, LCR: 3.06);

  -- $89.2 million class A-2 affirmed at 'AAA',
     (BL: 55.09, LCR: 2.3);

  -- $91.8 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 45.07, LCR: 1.88);

  -- $47.2 million class A-4 downgraded to 'AA' from 'AAA'
     (BL: 41.91, LCR: 1.75);

  -- $20.7 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 36.98, LCR: 1.54);

  -- $18.5 million class M-2 downgraded to 'BB' from 'AA+'
     (BL: 32.55, LCR: 1.36);

  -- $10.9 million class M-3 downgraded to 'BB' from 'AA'
     (BL: 29.93, LCR: 1.25);

  -- $9.5 million class M-4 downgraded to 'B' from 'AA-'
     (BL: 27.63, LCR: 1.15);

  -- $9.8 million class M-5 downgraded to 'B' from 'A+'
     (BL: 25.21, LCR: 1.05);

  -- $8.7 million class M-6 downgraded to 'CCC' from 'A'
     (BL: 22.95, LCR: 0.96);

  -- $8.4 million class M-7 downgraded to 'CCC' from 'A-'
     (BL: 20.57, LCR: 0.86);

  -- $7.6 million class M-8 downgraded to 'CCC' from 'BBB'
     (BL: 18.38, LCR: 0.77);

  -- $5.7 million class M-9 downgraded to 'CC' from 'BBB-'
     (BL: 16.60, LCR: 0.69);

  -- $5.4 million class B downgraded to 'CC' from 'BB-'
     (BL: 15.23, LCR: 0.63);

Deal Summary
  -- Originators: HomeComings Financial Network, Inc. (29.4%), EFC
     Holdings Corporation (11.2%);
  -- 60+ day Delinquency: 19.26%;
  -- Realized Losses to date (% of Original Balance): 0.94%;
  -- Expected Remaining Losses (% of Current balance): 24.00%;
  -- Cumulative Expected Losses (% of Original Balance): 19.18%.

RASC 2006-KS7
  -- $69.7 million class A-1 affirmed at 'AAA',
     (BL: 78.33, LCR: 3.24);

  -- $90.3 million class A-2 affirmed at 'AAA',
     (BL: 55.69, LCR: 2.31);

  -- $80.3 million class A-3 rated 'AAA', remains on Rating Watch
     Negative (BL: 46.06, LCR: 1.91);

  -- $57.2 million class A-4 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 41.72, LCR: 1.73);

  -- $21.2 million class M-1 downgraded to 'BBB' from 'AA+'
     (BL: 36.73, LCR: 1.52);

  -- $18.7 million class M-2 downgraded to 'BB' from 'AA'
     (BL: 32.32, LCR: 1.34);

  -- $11.3 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 29.60, LCR: 1.23);

  -- $10.4 million class M-4 downgraded to 'B' from 'A+'
     (BL: 27.07, LCR: 1.12);

  -- $9.6 million class M-5 downgraded to 'B' from 'A'
     (BL: 24.72, LCR: 1.02);

  -- $9.4 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 22.26, LCR: 0.92);

  -- $9.1 million class M-7 downgraded to 'CCC' from 'BBB+'
     (BL: 19.75, LCR: 0.82);

  -- $7.7 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 17.60, LCR: 0.73);

  -- $6.3 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 15.99, LCR: 0.66);

Deal Summary
  -- Originators: HomeComings Financial Network, Inc. (18.7%), EFC
     Holdings Corporation (16.1%);
  -- 60+ day Delinquency: 19.61%;
  -- Realized Losses to date (% of Original Balance): 1.05%;
  -- Expected Remaining Losses (% of Current balance): 24.14%;
  -- Cumulative Expected Losses (% of Original Balance): 19.42%.

RASC 2006-KS8
  -- $92.5 million class A-1 affirmed at 'AAA',
     (BL: 70.18, LCR: 2.71);

  -- $84.2 million class A-2 rated 'AAA', remains on Rating Watch
     Negative (BL: 51.48, LCR: 1.99);

  -- $83.6 million class A-3 downgraded to 'AA' from 'AAA'
     (BL: 42.46, LCR: 1.64);

  -- $69.1 million class A-4 downgraded to 'A' from 'AAA'
     (BL: 37.80, LCR: 1.46);

  -- $20.1 million class M-1 downgraded to 'BB' from 'AA+'
     (BL: 33.24, LCR: 1.28);

  -- $18.2 million class M-2 downgraded to 'B' from 'AA'
     (BL: 29.07, LCR: 1.12);

  -- $11.0 million class M-3 downgraded to 'B' from 'AA-'
     (BL: 26.52, LCR: 1.02);

  -- $9.9 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 24.19, LCR: 0.93);

  -- $9.6 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 21.82, LCR: 0.84);

  -- $9.1 million class M-6 downgraded to 'CCC' from 'A-'
     (BL: 19.50, LCR: 0.75);

  -- $6.9 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 17.65, LCR: 0.68);

  -- $4.1 million class M-8 downgraded to 'CC' from 'BBB'
     (BL: 16.48, LCR: 0.64);

  -- $7.4 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 14.56, LCR: 0.56);

Deal Summary
  -- Originators: HomeComings (25.4%), Decision One (14.7%), Ownit
     (14.5%);
  -- 60+ day Delinquency: 21.08%;
  -- Realized Losses to date (% of Original Balance): 0.76%;
  -- Expected Remaining Losses (% of Current balance): 25.93%;
  -- Cumulative Expected Losses (% of Original Balance): 21.50%.

RASC 2006-KS9
  -- $211.2 million class A-I-1 affirmed at 'AAA',
     (BL: 64.64, LCR: 2.28);

  -- $164.8 million class A-I-2 rated 'AAA', remains on Rating
     Watch Negative (BL: 50.30, LCR: 1.77);

  -- $153.9 million class A-I-3 downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 43.09, LCR: 1.52);

  -- $119.7 million class A-I-4 downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 38.86, LCR: 1.37);

  -- $117.4 million class A-II downgraded to 'A' from 'AAA',
     remains on Rating Watch Negative (BL: 39.02, LCR: 1.37);

  -- $47.5 million class M-1S downgraded to 'B' from 'AA+'
     (BL: 34.26, LCR: 1.21);

  -- $42.0 million class M-2S downgraded to 'B' from 'AA'
     (BL: 30.15, LCR: 1.06);

  -- $25.3 million class M-3S downgraded to 'CCC' from 'AA-'
     (BL: 27.66, LCR: 0.97);

  -- $22.8 million class M-4 downgraded to 'CCC' from 'A+'
     (BL: 25.38, LCR: 0.89);

  -- $22.2 million class M-5 downgraded to 'CCC' from 'A'
     (BL: 23.12, LCR: 0.81);

  -- $20.4 million class M-6 downgraded to 'CC' from 'A-'
     (BL: 20.92, LCR: 0.74);

  -- $20.4 million class M-7 downgraded to 'CC' from 'BBB+'
     (BL: 18.55, LCR: 0.65);

  -- $14.8 million class M-8 downgraded to 'CC' from 'BBB-'
     (BL: 16.75, LCR: 0.59);

  -- $13.6 million class M-9 downgraded to 'CC' from 'BB+'
     (BL: 15.30, LCR: 0.54);

Deal Summary
  -- Originators: Ownit (20%), People's Choice (16%), Homecomings
     (11%), Aegis (10%);
  -- 60+ day Delinquency: 22.39%;
  -- Realized Losses to date (% of Original Balance): 0.70%;
  -- Expected Remaining Losses (% of Current balance): 28.40%;
  -- Cumulative Expected Losses (% of Original Balance): 24.47%.

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.


RESMAE MORTGAGE: Fitch Cuts Ratings on $421.4 Million Certificates
------------------------------------------------------------------
Fitch Ratings has taken rating actions on 100% ResMae mortgage
pass-through certificates.  Unless stated otherwise, any bonds
that were previously placed on Rating Watch Negative are removed.  
Downgrades total $421.4 million.  Additionally, $297.4 million
remains on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

ResMAE Mortgage Loan Trust 2006-1
  -- $189.1 million class A-1A downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 50.49, LCR: 1.19);

  -- $21 million class A-1B downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 50.49, LCR: 1.19);

  -- $30.1 million class A-2A rated 'AAA', remains on Rating Watch
     Negative (BL: 76.67, LCR: 1.8);

  -- $21.7 million class A-2B downgraded to 'AA' from 'AAA',
     remains on Rating Watch Negative (BL: 60.64, LCR: 1.43);

  -- $20.9 million class A-2C downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 51.50, LCR: 1.21);

  -- $14.5 million class A-2D downgraded to 'BBB' from 'AAA',
     remains on Rating Watch Negative (BL: 49.08, LCR: 1.16);

  -- $29.2 million class M1 downgraded to 'B' from 'AA+'
     (BL: 42.59, LCR: 1);

  -- $26.9 million class M2 downgraded to 'CCC' from 'AA'
     (BL: 36.81, LCR: 0.87);

  -- $16.5 million class M3 downgraded to 'CCC' from 'AA-'
     (BL: 33.27, LCR: 0.78);

  -- $15 million class M4 downgraded to 'CC' from 'A+'
     (BL: 30.03, LCR: 0.71);

  -- $14.2 million class M5 downgraded to 'CC' from 'A-'
     (BL: 26.93, LCR: 0.63);

  -- $12.7 million class M6 downgraded to 'CC' from 'BBB+'
     (BL: 24.09, LCR: 0.57);

  -- $11.6 million class M7 downgraded to 'CC' from 'BBB'
     (BL: 21.41, LCR: 0.5);

  -- $10.5 million class M8 downgraded to 'C' from 'BB+'
     (BL: 19.00, LCR: 0.45);

  -- $8.6 million class M9 downgraded to 'C' from 'BB'
     (BL: 17.02, LCR: 0.4);

  -- $9 million class B downgraded to 'C' from 'BB-'
     (BL: 15.44, LCR: 0.36);

Deal Summary
  -- Originators: 0.00
  -- 60+ day Delinquency: 35.49%
  -- Realized Losses to date (% of Original Balance): 2.43%
  -- Expected Remaining Losses (% of Current balance): 42.49%
  -- Cumulative Expected Losses (% of Original Balance): 29.54%

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.


ROUNDY'S SUPERMARKETS: Claims Nash Finch Violated APA Terms
-----------------------------------------------------------
Nash Finch Company answered a breach of contract suit filed by
Roundy's Supermarkets Inc. on Feb. 11, 2008, claiming Nash Finch
violated the terms of an Asset Purchase Agreement by not paying
approximately $7.9 million as a purchase price adjustment.  Nash
Finch denies any additional monies were due to Roundy's, and
asserted counterclaims against Roundy's for, among other things,
breach of contract, misrepresentation and breach of the implied
covenant of good faith and fair dealing.  Nash Finch is seeking
damages in its counterclaims in excess of $18 million.

The efforts of Nash Finch and Roundy's to resolve their disputes
concerning Nash Finch's 2005 acquisition of Roundy's Lima, Ohio
and Westville, Indiana distribution centers have failed, and the
matter has proceeded to litigation in the United States District
Court for the Eastern District of Wisconsin.

                        About Nash Finch

Headquartered Minneapolis, Minnesota, Nash Finch Company (Nasdaq:
NAFC) -- http://www.nashfinch.com/-- is an American food  
distribution company.  Nash Finch's core business, food
distribution, serves independent retailers and military
commissaries in 31 states, the District of Columbia, Europe, Cuba,
Puerto Rico, the Azores and Egypt.  The company also owns and
operates a base of retail stores, primarily supermarkets under the
Econofoods(R), Family Thrift Center(R), and Sun Mart(R) trade
names.

                          About Roundy's

Roundy's Supermarkets, Inc. -- http://www.roundys.com/-- is a   
Fortune 500 company with 21,000 employees.  It operates 133 retail
grocery stores under the Pick 'n Save, Copps and Rainbow Foods
banners in Wisconsin, Minnesota and Illinois.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Standard & Poor's Ratings Services revised the outlook on Roundy's
Supermarkets Inc. to stable from negative and affirmed the 'B+'
corporate credit rating.  This action reflects the company's
credit metrics, which have improved to levels adequate for the
current rating, and adequate liquidity.  At the same time, S&P
affirmed all other ratings on the Milwaukee, Wisconsin-based
company.


SANMINA-SCI: Inks Assets Sale Agreement with Foxteq Holdings
------------------------------------------------------------
Sanmina-SCI Corporation signed a definitive agreement with Foxteq
Holdings Inc., a member of Foxconn Technology Group, for the sale
of certain assets of its personal computing business and
associated logistics services located in Hungary, Mexico and
the United States.

Separately, the company has entered into a non-binding memorandum
of understanding with Lenovo Group Limited to transition
responsibility of its Monterrey, Mexico personal computing
operation and to sell certain of its related assets to Lenovo.

The company anticipates that the proceeds from the Foxteq
transaction, along with the disposition of certain other related
assets associated with, but not included in the Foxteq
transaction, will be between $80 and $90 million, depending upon
the book value of the assets at the time of closing.

Other material terms related to the Foxteq transaction will be
provided during the company's second quarter fiscal 2008 earnings
conference call scheduled in April.

The closing of the Foxteq transaction is subject to customary
closing conditions, including regulatory approvals and is expected
to close in the company's third fiscal quarter ending June 28,
2008.

"This announcement is in line with our previous statements that we
would sell or otherwise exit the personal computing business
because the business is no longer integral to the company's long-
term strategy," Jure Sola, chairman and chief executive officer of
Sanmina-SCI, stated.

"Since we disclosed our intentions to exit the personal computing
business, several operating initiatives have allowed us to
significantly reduce the net assets invested in this business,"
Mr. Sola concluded.  "Accordingly, we anticipate that the
financial benefits of these initiatives along with the total
proceeds from these transactions and other related dispositions to
be in excess of $200 million."

                   About Sanmina-SCI

Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is an
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world.  Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services.

The company has locations in Brazil, China, Ireland, Finland,
Malaysia, Mexico and Singapore, among others.

                          *     *     *

Moody's Investor Service placed Sanmina-SCI Corp.'s long term
corporate family and probability of default ratings at 'B1' in
December 2007.  The outlook is stable.


SHARPER IMAGE: Files for Bankruptcy Protection
----------------------------------------------
Sharper Image Corporation commenced a case under chapter 11 of the
Bankruptcy Code in the United States Bankruptcy Court for the
District of Delaware.  The Company intends to continue to conduct
business as usual while it devotes renewed efforts to resolve its
operational and liquidity problems and develop a reorganization
plan.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
company retained restructuring consultant Robert Conway as Chief
Executive Officer, and 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

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%.

                     Class Action Settlement

In October 2007, the Hon. Cecilia Altonaga of the U.S. District
Court for the Southern District Court of Florida rejected a
proposed settlement of a purported class action against Sharper
Image 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 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.
                                         
                        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.


SHARPER IMAGE CORP: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Sharper Image Corp.
        350 The Embarcadero, 6th Floor
        San Francisco, CA 94105

Bankruptcy Case No.: 08-10322

Type of Business: The Debtor is a multi-channel specialty
                  retailer.  It operates in three principal
                  selling channels: the Sharper Image specialty
                  stores throughout the U.S., the Sharper Image
                  catalog and the Internet.  In addition, through
                  its Brand Licensing Division, it is also
                  licensing the Sharper Image brand to select
                  third parties to allow them to sell Sharper
                  Image branded products in other channels of
                  distribution.  See http://www.sharperimage.com/

Chapter 11 Petition Date: February 19, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Steven K. Kortanek, Esq.
                     (skortanek@wcsr.com)
                  Womble, Carlyle, Sandridge & Rice, P.L.L.C.
                  222 Delaware Avenue, Suite 1501
                  Wilmington, DE 19801
                  Tel: (302) 252-4363
                  Fax: (302) 661-7728
                  http://www.wcsr.com/

Financial Condition as of January 31, 2008:

Total Assets: $251,500,000

Total Debts:  $199,000,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
United Parcel Service          trade debt            $6,654,431
Attention: Amy Burwell
P.O. Box 660586
Dallas, TX 75266-0586
Tel: (214) 323-7408
Fax: (214) 323-7400

Quebecor World (U.S.A.), Inc.  trade debt            $3,636,484
Attention: Larry Rigby
3700 Northwest 12th Street
Lincoln, NE 68521
Tel: (402) 474-5824
Fax: (402) 474-5830

Tom Tom, Inc.                  trade debt            $2,075,439
Attention: Kim Jackson
1915 Paysphere Circle
Chicago, IL 60674
Tel: (609) 865-9874
Fax: (215) 563-2257

Garmin International, Inc.     trade debt            $2,070,133
Attention: Doug Jones
P.O. Box 842603
Kansas City, MO 64184-2603
Tel: (913) 397-8200
Fax: (913) 397-8282

Novus Print Media, Inc.        trade debt            $1,738,481
Attention: Accounts Payable
S.D.S. 12-0664
P.O. Box 86
Minneapolis, MN 55486-0664
Tel: (763) 476-7700
Fax: (763) 476-7701

N.E.W.                         trade debt            $1,669,471
Attention: David Brosserman
22660 Executive Drive,
Suite 122
Sterling, VA 20166
Tel: (800) 942-8763

Interactive Health             trade debt            $965,950
Attention: Craig Womack
330 Walnut Avenue
Long Beach, CA 90807
Tel: (562) 733-7349
Fax: (562) 426-7127

Philips Consumer Electronics   trade debt            $913,399
Attention: Rich Sargente
P.O. Box 846161
Department 1B 2234353
Dallas, TX 75284-6161
Tel: (951) 943-4035
Fax: (951) 943-7056

SkyMall, Inc.                  trade debt            $840,000
Attention: Sophea Mathus
P.O. Box 52854
Phoenix, AZ 85072-2854
Tel: (602) 254-9777
Fax: (602) 528-3293

Thelen, Reid, Rown, Raysman &  professional          $734,276
Steiner, L.L.P.                services
Attention: David Aronoff
File 72947
P.O. Box 60000
San Francisco, CA 94160-2947
Tel: (213) 576-8000
Fax: (213) 576-8080

I.O.N. Audio                   trade debt            $701,819
Attention: Dale Sprock
200 Scenic View Drive,
Suite 201
Cumberland, RI 02864
Tel: (650) 572-2335
Fax: (650) 572-2377

Google, Inc.                   trade debt            $663,197
Attention: Chantal Walton
Department 33654
P.O. Box 39000
San Francisco, CA 94139
Tel: (650) 214-2667
Fax: (650) 253-8616

Panasonic Consumer Electronics trade debt            $614,552
Attention: Jennifer Makoul
1 Panasonic Way 4A-7
Secaucus, NJ 07094
Tel: (201) 271-3314
Fax: (201) 392-6979

X.P.E.D.X.                     trade debt            $588,522
Attention: Michael Jacobson
File 050201
Los Angeles, CA 90074-0201
Tel: (630) 480-8406

UGobe, Inc.                    trade debt            $537,636
Attention: Martin Hitch
5900 Hollis Street, Suite V
Emeryville, CA 94608
Tel: (510) 665-0515, 21
     (extension)
Fax: (510) 655-0519

T.A.O. Music, Inc.             trade debt            $537,636
Attention: Ling Tao Wang
1215 Chrysler Drive
Menlo Park, CA 94025
Tel: (650) 326-5000
Fax: (650) 326-5828

Aliph                          trade debt            $534,025
Attention: Johnathan Harris
150 Executive Park Boulevard,
Suite 4550
San Francisco, CA 94134
Tel: (415) 657-9757
Fax: (415) 657-3172

Eperformax Centers, Inc.       trade debt            $527,241
Attention: Andre Jaeckle
8001 Centerview Parkway,
Suite 300
Cordova, IN 38018
Tel: (901) 751-4800
Fax: (901) 751-4900

C.C.L. Product                 trade debt            $522,001
Attention: Kim Lam
Flat A4, 4th Floor Block A
Tseun Wan, Hong Kong
Tel: (011) (852) 2432-7191
Fax: (011) (852) 2433-1608

Linkshare                      trade debt            $517,430
Attention: Michael Maciaszek
P.O. Box 30772
New York, NY 10087-0772
Tel: (646) 454-6000
Fax: (646) 602-0160
                         

SITEL WORLDWIDE: Weak Profitability Cues S&P to Lower Rating to B
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Sitel Worldwide Corp. to 'B' from 'B+'.  The outlook is
negative.
     
The downgrade reflects Sitel's weaker-than-expected profitability
and S&P's expectation that the company's performance in the next
few quarters will provide little cushion to its bank loan
covenants, even with an expected equity infusion this quarter.
     
"The ratings reflect Sitel's challenge to achieve postacquisition
profitability targets, its 2008 leverage covenant step-downs, and
the highly fragmented and competitive nature of the business
segment it operates in," said Standard & Poor's credit analyst
Joseph Spence.  "These factors are offset somewhat by Sitel's
position as a leading provider in a growing industry, its
diversified blue-chip customer list, and its global end markets."
     
Sitel provides outsourced customer care services to a broad array
of end markets through its customer contact centers and
distribution warehouses located across the globe.


SOLERA HOLDINGS: S&P Lifts Rating on Improved Credit Metrics
------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating and senior secured debt ratings to 'BB-' from 'B+' on San
Diego-based Solera Holdings Inc.  The outlook is stable.  The
raised rating reflects the company's meaningful improvement in
credit metrics, largely supported by strong operating results in
both of the company's core segments.  Solera's operating lease-
adjusted leverage has declined to around 4.0x from above 6.5x at
December 2006.
     
"The ratings on Solera reflect its relatively narrow product focus
within both the mature North America marketplace as well as the
higher-growth EMEA and Asia markets.  Also factoring into the
rating is the company's improved, but still aggressive, capital
structure," said Standard & Poor's credit analyst Clay Ching.  
"These aspects are in part offset by a largely recurring revenue
base, well-established customer relationships, and solid operating
margins."
     
S&P expect EBITDA margins to remain at the current levels in the
mid-30% area with possible expansion occurring from scale benefits
and operating cost structure efficiencies.  During the six months
ended December 2007, Solera generated approximately $38 million in
free operating cash flow.  Given modest capital expenditures and
limited working capital needs, we expect Solera to continue to
generate moderate free operating cash flow.  Operating lease-
adjusted total debt to EBITDA is about 4.0x, which is an
appropriate level for the current rating.  Discretionary cash flow
used for debt reduction, along with modest growth in EBITDA, is
expected to drive continued improvement in leverage over time.
     
Solera is the leading global provider of integrated software,
information, and workflow management systems designed to support
activities within the automotive claims process.


SOTER 2007-GSC: S&P Slashes Notes Rating to B- from AAA
-------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on one
tranche from Soter 2007-GSC Ltd. and placed its ratings on four
tranches from four other synthetic CDO transactions on CreditWatch
with negative implications.  The rating actions reflect the direct
links between the ratings on these tranches and the ratings on
their respective reference obligations.

The downgrade of the Soter 2007-GSC Ltd. notes reflects the direct
link of the note rating to the rating of its reference obligation,
the class A-1LA notes issued by GSC CDO 2007-1r Ltd., which was
lowered to 'B-' from 'AAA' on Feb. 12, 2008, and removed from
CreditWatch with negative implications.
     
The CreditWatch placement of the Soter 2007-CRN2 Ltd. notes
reflects the direct link of the note rating to the 'AAA' rating of
its reference obligation, the class A-1 VFN notes issued by Cairn
Mezz ABS CDO II Ltd., which was placed on CreditWatch negative on
Jan. 30, 2008.
     
The CreditWatch placement of the Soter 2007-CRN3 Ltd. notes
reflects the direct link of the note rating to the 'AAA' rating of
its reference obligation, the class A1-VF notes issued by Cairn
Mezz ABS CDO III Ltd., which was placed on CreditWatch negative on
Jan. 30, 2008.
     
The CreditWatch placement on the $20 million AMPST 2007-1 notes
issued by UBS AG reflects the direct link of the note rating to
the 'BBB-' rating on the class A-1J notes issued by Rockbound CDO
I Ltd., which was placed on CreditWatch negative on Jan. 30, 2008.
     
The CreditWatch placement of the class 2007-19 variable-rate units
issued by PARCS-R Master Trust reflects the direct link of the
trust unit rating to the 'AA' rating of its reference obligation,
the class M-2 notes issued by ACE Securities Corp. Home Equity
Loan Trust Series 2007-HE5, which was placed on CreditWatch
negative on Jan. 30, 2008.

                          Rating Lowered

                        Soter 2007-GSC Ltd.

                                      Rating
                                      ------
                  Class           To         From
                  -----           --         ----
                  Notes           B-         AAA

              Ratings Placed on Creditwatch Negative

                      Soter 2007-CRN2 Ltd.

                                             Rating
                                             ------
        Class                           To              From
        -----                           --              ----
        Notes                           AAA/Watch Neg   AAA

                      Soter 2007-CRN3 Ltd.

                                              Rating
                                              ------
        Class                           To              From
        -----                           --              ----
        Notes                           AAA/Watch Neg   AAA

                              UBS AG
                  $20 million AMPST 2007-1 notes

                                              Rating
                                              ------
        Class                           To              From
        -----                           --              ----
        Notes                           BBB-/Watch Neg  BBB-

                        PARCS-R Master Trust
                           Series 2007-19

                                              Rating
                                              ------
        Class                           To              From
        -----                           --              ----
        Trust units                     AA/Watch Neg    AA


SPACEHAB INC: Buying 55,000 Series D Pref. Shares for $5.5 Million
------------------------------------------------------------------
SPACEHAB Incorporated entered into a Stock Purchase Agreement with
certain investors for the purchase of 55,000 shares of the
company's Series D convertible preferred stock for a total price
of $5.5 million.  In addition, the company issued 150,150 shares
of common stock upon entering into the Stock Purchase Agreement.

Consummation of the transaction is contingent upon NASA awarding
SPACEHAB a funded Space Act Agreement under the Commercial Orbital
Transportation Services Program, scheduled to be awarded mid-
February, and shareholder approval of the transaction.

The Series D convertible preferred stock will be converted into
common stock six months after issuance based on a ratio determined
by dividing $100 by the average of (x) the average of the closing
price of the company's common stock for the business days
Jan. 18-25, 2008, and (y) the average of the closing price of the
company's common stock for the five business days prior to the
company's receipt of written notification from NASA indicating the
company's receipt of a COTS award of at least $120 million.

Headquartered in Webster, Texas, SPACEHAB Inc. (NASDAQ: SPAB) --
http://www.spacehab.com/-- offers space access and payload    
integration services, production of valuable commercial products
in space, spacecraft pre-launch processing facilities and
services, development and extension of space-based products to the
consumer market, and program and engineering support ranging from
development and manufacturing of flight hardware to large scale
government project management.

                       Going Concern Doubt

PMB Helin Donovan LLP in Houston, Texas, expressed substantial
doubt about Spacehab 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
reported that the company has sustained recurring losses and
negative cash flow from operations.


SQUARED CDO: Moody's Downgrades Ratings on Six Note Classes to Ca
-----------------------------------------------------------------
Moody's Investors Service downgraded ratings of seven classes of
notes issued by Squared CDO 2007-1, Ltd., and left on review for
possible further downgrade ratings of one of these classes of
notes.  The notes affected by the rating action are:

* Class Description: $935,000,000 Class A-1 Senior Secured
  Floating Rate Notes due 2057;

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

* Class Description: $70,000,000 Class A-2a Senior Secured
  Floating Rate Notes due 2057;

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

* Class Description: $10,000,000 Class A-2b Senior Secured Fixed
  Rate Notes due 2057;

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

* Class Description: $37,000,000 Class B Senior Secured Floating
  Rate Notes due 2057;

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

* Class Description: $21,000,000 Class C Senior Secured Deferrable
  Floating Rate Notes due 2057;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca

* Class Description: $5,000,000 Class D Senior Secured Deferrable
  Floating Rate Notes due 2057;

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

* Class Description: $6,000,000 Class E Senior Secured Deferrable
  Floating Rate Notes due 2057;

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on Jan. 16,
2008, as reported by the Trustee, of an event of default caused by
a failure of the ratio of the Portfolio Balance to the sum of the
Aggregate Outstanding Amount of the Class A-1 Notes and the Class
A-2 Notes to be greater than or equal to 100 percent, pursuant
Section 5.1(g) of the Indenture dated May 11, 2007.

Squared CDO 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.

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

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


ST. JOE COMPANY: Mulls Slashing 780 Out of 980 Direct Positions
---------------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, The St. Joe Company said it plans to further
streamline operations by reducing its direct employee headcount
from 980 to a projected headcount of approximately 200, pursuant
to certain management agreements.

The company said that it is focused on harvesting its non-core
assets, strengthening its balance sheet and streamlining its
operating structure.  JOE is also building a business-to-business
competency to market entitled land to strategic partners.

As part of the October 2007 restructuring plan, JOE announced that
it intended to accelerate marketing and sales of its inventory of
existing developed home sites and homes.  "Despite poor market
conditions, we have seen some demand for high quality product
priced to the market," said Mr. Greene.  "To that end, JOE closed
on 134 home sites and 31 homes in the fourth quarter.  To harvest
our embedded investment in existing inventory, we are focusing our
efforts to be in position for the traditional buying season that
starts in the spring."

             Strategic Relationship with Beazer Homes

Earlier this month, Beazer Homes confirmed their plans to grow
their position in Northwest Florida through a strategic
relationship with JOE.  Beazer also announced plans to exit a
number of other markets nationwide.

"JOE and Beazer have entered into a long-term relationship under
which JOE entitles and sells home sites in a number of the
region's markets to Beazer," said Mr. Greene.  "We are working on
several projects now and together plan to identify new
opportunities as market conditions in the region improve."

JOE has also taken important steps to streamline its
organizational structure to focus more efficiently on regional
planning, business-to-business commercial relationships, strategic
alliances and demand-inducing economic development efforts.  
During the fourth quarter, JOE announced it had entered into
management agreements with industry-leading hospitality strategic
partners.  Approximately 500 JOE employees are now employed by
these strategic partners.

JOE's capital expenditures have been significantly reduced and are
focused on JOE's growth assets which are best developed with
strategic partners.  "We continue to evaluate our deployment of
capital," said William S. McCalmont, JOE's CFO.  "We currently
expect our capital expenditures in 2008 to be less than $90
million and even lower in 2009, compared to approximately $250
million in 2007 and $600 million in 2006."

                 Sale of Rural Lands to Pay Debt

During the fourth quarter JOE announced it was marketing for sale
approximately 100,000 acres of non-strategic rural lands.  By
Dec. 31, 2007, JOE had closed on the sale of 18,274 acres for a
total of $28.2 million.

JOE currently has contracts on multiple parcels totaling
approximately 28,000 acres for an aggregate price of approximately
$52 million and is engaged in on-going conversations with several
parties on an additional 90,000 acres.  These contracts are
subject to various closing conditions and due diligence.

JOE intends to use the proceeds of these sales primarily to pay
down debt and for working capital purposes.

             Fourth Quarter and Full Year 2007 Results

JOE reported a net income for the fourth quarter 2007 of $1.0
million, compared with $22.3 million for the fourth quarter of
2006.  JOE's fourth quarter results included pre-tax restructuring
charges of $6.2 million, and $4.3 million, related to the write-
off of a minority position in a liquidating trust.  Total revenues
for the fourth quarter 2007 were $93.8 million and for the fourth
quarter 2006 were $145.3 million.

For the full year 2007, JOE had net income of $39.2 million,
compared with $51.0 million for the full year 2006.  Total
revenues for the full year 2007 were  $377.0 million and for the
full year 2006 were $524.3 million.

At Dec. 31, 2007, JOE's debt was $541.2 million, including $31
million of debt defeased in connection with the sale of our office
building portfolio, as compared to $627 million on Dec. 31, 2006.  
At the end of the fourth quarter, JOE had approximately $348
million of available capacity under its $500 million revolving
credit facility and approximately $55 million of cash and pledged
securities on its balance sheet.

At Dec. 31, 2007, the company's balance sheet showed total assets
of $1.3 billion and total stockholders' equity of $480.3 million.

                 Board Approves Succession Plan

The JOE Board of Directors approved a succession plan that calls
for the promotion of Britt Greene to president and CEO.  Mr.
Greene will be promoted to CEO at the Annual Shareholder Meeting
on May 13, 2008.  Mr. Rummell will continue in his role as the
chairman of JOE's Board of Directors.

                   Airport Progress Continues

Since the start of 2008, several favorable federal court rulings
have allowed construction to proceed at the new Panama City -- Bay
County International Airport.  On Jan. 28, 2008, the Panama City
-- Bay County International Airport and Industrial District
(Airport Authority) said that the U.S. Court of Appeals for the
2nd Circuit had issued a ruling lifting the temporary stay that
had limited construction at the new airport site to areas outside
jurisdictional wetlands.  The ruling was in response to a motion
filed in a lawsuit to overturn the Federal Aviation
Administration's Record of Decision to relocate the airport.

Late January this year, in response to a separate legal challenge
to the issuance of a Section 404 permit by the U.S. Army Corps of
Engineers, the U.S. District Court for the Middle District of
Florida denied a request for a Temporary Restraining Order to halt
construction.  In the same case, on Feb. 14, 2008, the Court
denied a request for a preliminary injunction to halt
construction.

The Airport Authority continues to estimate that the new airport
will open in 2010, barring unexpected delays or additional legal
challenges.

A full-text copy of the company's 2007 financial report is
available for free at http://ResearchArchives.com/t/s?2847

                         About JOE

Based in Jacksonville, The St. Joe Company (NYSE:JOE), --
http://www.joe.com/-- is one of Florida's real estate development  
companies.  It is primarily engaged in real estate development and
sales, with significant interests in timber.


SYNOVICS PHARMACEUTICALS: Miller Ellin Raises Going Concern Doubt
-----------------------------------------------------------------
Miller, Ellin & Company, LLP, in New York, raised substantial
doubt about the ability of Synovics Pharmaceuticals, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Oct. 31, 2007.  The
auditing firm stated that the company has negative working capital
and has experienced significant losses and negative cash flows.

The company posted a net loss of $20,857,884 on total revenues of
$23,466,311 for the year ended Oct. 31, 2007, as compared with a
net loss of $8,571,021 on total revenues of $10,516,398 in the
prior year.

The company has sustained cumulative losses of around $74,000,000
through Oct. 31, 2007, and has a working capital deficit of around
$18,900,000 at that date.

Total expenses for the year ended Oct. 31, 2007, were $16,893,656
as compared with $5,977,000 for the year ended Oct. 31, 2006.  The
increases in year-to-year expenses were primarily caused by the
inclusion of Kirk Pharmaceuticals and ANDAPharm.  These entities
were acquired in May, 2006 and partial year results were included
in the prior year's financial statements.

Net cash used in operating activities during the years ended
Oct. 31, 2007, 2006 and 2005 was $368,386, $5,200,000, $2,258,000,
respectively.  The $15,600,000 in net cash used in operating
activities during the year ended Oct. 31, 2007 was the result of
the company's net loss of $20,200,000 offset by non cash expenses
as well as changes in working capital levels.  The $5,200,000 in
net cash used in operating activities during the year ended
Oct. 31, 2006, was the result of the net loss of around $8,600,000
in fiscal 2007, offset by non cash expense including the loss in
the joint ventures of around $1,000,000 and the loan discount was
around $1,200,000.

At Oct. 31, 2007, the company's balance sheet showed $23,333,897
in total assets and $31,438,023 in total liabilities, resulting in
$8,104,126 stockholders' deficit.  

The company's consolidated balance sheet at June 30, 2007, showed
strained liquidity with $5,437,739 in total current assets
available to pay $25,018,165 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2828

                  About Synovics Pharmaceuticals

Phoenix-based Synovics Pharmaceuticals Inc., fka Bionutric, is
focused on developing generics and improved formulations of
already-approved prescription drugs.  Its generic Metformin, a
treatment for type 2 diabetes, is approved by the FDA but has not
yet been launched.  Synovics brings in revenue from over-the-
counter drugmaker Kirk Pharmaceuticals, which it acquired in 2006.


TEKNI-PLEX INC: Credit Amendment Cues S&P to Affirm 'CC' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'CC' rating on
Tekni-Plex Inc.'s $150 million 10.875% first-lien secured notes
due 2012 and its 'C' rating on the company's $275 million 8.75%
second-lien secured notes due 2013, and removed these ratings from
CreditWatch, where they were placed with negative implications on
Dec. 18, 2007, when the company missed an interest payment on
its subordinated notes.
     
"The ratings action followed the company's announcement that it
had entered into an amendment to its revolving credit facility
that provided for up to $110 million of availability, up from
$75 million, subject to certain limitations on borrowing," said
Standard & Poor's credit analyst Liley Mehta.
     
With this additional financing to meet its operating requirements,
the company made the $8.2 million interest payment due on Feb. 15,
2008, on its first-lien senior secured notes due 2012.
     
Tekni-Plex also announced that it had entered into an extension,
through March 17, 2008, of its forbearance agreement dated
Jan. 16, 2008, with holders of its 12.75% senior subordinated
notes due 2010 and its 8.75% senior secured notes due 2013.  
Tekni-Plex expects to commence negotiations with respect to a
possible restructuring of the subordinated notes.
     
Subsequently, Standard & Poor's withdrew all its ratings on
Tekni-Plex, including its 'D' corporate credit rating, at the
company's request.
     
With annual revenues of about $770 million, Coppell, Texas-based
Tekni-Plex produces a variety of packaging products and materials
for the consumer products, health care, and food-packaging
industries.  The company's limited ability to pass through
elevated raw material costs to customers, weak volume trends, and
loss of market share in garden hose products have hurt operating
results.


TITAN GLOBAL: Board OKs Split into Four Separate Public Companies
-----------------------------------------------------------------
Titan Global Holdings Inc.'s board of directors approved a
strategic reorganization plan that will effectively split Titan
into four separate public companies to create significantly
greater opportunities for building shareholder value.

Titan anticipates filing a Form 10 for each entity with the
Securities and Exchange Commission, to register each entity as a
separate public company.  Titan expects to file these documents
with the SEC by March 31, 2008.

Titan will set the shareholder record date for determination of
those shareholders eligible for these share dividend distributions
at a future date, once registration with the SEC is complete.

"Titan has a unique opportunity to restore and increase the
company's market capitalization," Bryan Chance, president and
chief executive officer of Titan Global Holdings, said.  "While we
have taken bold and aggressive steps to put the Communications
Division back on track, the reality is that the result of these
events was substantial and long term.  This reorganization will
enable each of our divisions to stand alone to execute on each
division's opportunities.  We believe this strategy will restore
shareholder value as our 'pieces' are presently worth more than
the 'whole.'"

Under the approved Plan, the various subsidiaries comprising
Titan's Communications Division will be spun off to Titan's
shareholders.  Each existing Titan communication unit will become
a division of Pinless Inc., a subsidiary of Titan since August
2005.

Pinless Inc. will be renamed to Planet Direct Inc.  As well, its
prepaid phone card products will be marketed under the Planet
Direct(TM) umbrella.  The distribution of these shares may be
taxable to the recipient as a dividend.

With respect to Titan's Electronics and Homeland Security
Division, these plan was approved:

   -- Titan PCB West Inc., which has manufacturing operations in
      Fremont, California, will be renamed to Titan Electronics
      Inc. and spun out as a separate public company;
  
   -- Titan PCB East Inc., and its Titan Nexus Inc., subsidiary,
      which together have manufacturing operations in
      Massachusetts and Vermont, will be renamed NEO Electronics,
      Inc. and spun out as a separate public company.

As Titan has held each company's shares for over five years, the
distribution of the shares from its electronics division may not
be taxable to the recipient as a dividend.

With respect to Titan's consumer product group, Titan has already
disclosed its intentions to sell USA Detergents Inc.  Titan is in
active discussions with various interested parties.

With respect to Titan Apparel Inc., Titan intends to divest the
unit either through a sale to a strategic buyer or as an IPO as a
separate public company.  Titan will continue to explore these and
other potentially beneficial strategic options for this unit.

Once these transactions are completed, Titan's principal remaining
operating asset will be its Energy Group, including Appalachian
Oil Company Inc.  Titan will rename itself to Xnergy Corporation
and focus on its core energy operations and strategic acquisition
opportunities in the energy space.  In the quarter ended Nov. 30,
2007, Titan's Energy Group produced $90 million in revenues.

With respect to exchange trading, each of Planet Direct Inc.,
Titan Electronics Inc., and Neo Electronics Inc. will seek to have
their shares listed for quotation on the OTC BB. With respect to
Xnergy Corporation, Titan intends to apply to the NASDAQ by May
2008 for admission to its exchange.

"This strategic plan will enable each separate business to present
its individual financials to suppliers and customers alike in a
manner that will provide greater financial transparency, clarity
and confidence," said David Marks, Chairman.

                        About Titan Global

Headquartered in Salt Lake City, Titan Global Holdings Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- is a high-
growth diversified holding company with a dynamic portfolio of
companies engaged in emerging telecommunications markets and
advanced technologies.

Titan's telecommunications subsidiary Oblio Telecom Inc. is a
market leader in prepaid telecommunications products and the
second largest publicly-owned international telecommunications
company focused on the prepaid space.

Titan Wireless Inc. is Titan's wireless subsidiary and is a mobile
virtual network operator.  Titan Wireless sells its MVNO prepaid
wireless products and wireless services through Oblio's
established distribution channels.  Titan's Electronics and
Homeland Security division specializes in advanced manufacturing
processes to provide commercial production runs and quick-turn
delivery of printed circuit board prototypes for high-margin
markets including Homeland Security and high-tech clients.

At Nov. 30, 2007, the company's balance sheet showed total assets
of $101.3 million and total liabilities of $147 million resulting
to a total shareholders' deficit of $45.7 million.


TYSON FOODS: Expects Business Success Despite Costs Challenges
--------------------------------------------------------------
Despite the impact of escalating grain prices and other market-
related challenges, Tyson Foods, Inc. is strategically positioned
for future success, according to a statement by company president
and chief executive officer Richard L. Bond at an annual Consumer
Analyst Group of New York Conference.

"We've accomplished a great deal in our efforts to make Tyson a
stronger, more agile company and believe we have the right
strategies in place to win," Mr. Bond said.  "We're confident
about our future because of our efforts to optimize our commodity
businesses, create new products, expand our international presence
and increase the value of our by-products."

Tyson experienced increased sales of $1.5 billion in fiscal 2007
and generated operating income of $700 million while incurring
$300 million in additional grain costs.  The company also reduced
debt by $1.2 billion.

Corn-based ethanol is putting pressure on input costs for the food
industry and companies like Tyson.  Approximately 25% of the U.S.
corn crop is expected to be used in 2008 to produce ethanol,
compared to only 8% in 2002.

"We currently believe we'll experience almost $800 million in
increased grain and related input costs in fiscal 2008," Mr. Bond
said.  Grain is a major expense in chicken production,
representing almost half the cost of raising a live chicken.
Higher grain prices also affect the cost of cooking oil, flour and
other ingredients used to produce further processed and pre-cooked
chicken products.

Tyson is working to offset the higher costs through its risk
management activities and by increasing finished product prices.  
The company also continues to push for changes in the government
mandate on corn-based ethanol and the removal of tariffs on sugar-
based ethanol imports.

He added, "According to a recent report, even if the entire U.S.
corn crop were turned into ethanol, it would displace only 3.5% of
gasoline use."

Mr. Bond went on to describe Tyson's efforts to collaborate with
retail and foodservice customers to meet consumer needs with
innovative food solutions.  He noted the success of the Tyson
Discovery Center, the company's new food research and development
facility, which includes an R&D team of 120 professionals, 19
research kitchens and a USDA-inspected pilot plant.

Product development and innovation also have been key to the
success of Tyson Food Service.  Tyson continues efforts to
maximize margins in its commodity businesses, according to Mr.
Bond, by reducing non-value added costs, improving yields and
pricing and optimizing product mix and services.  This has
included such measures as consolidating some of the company's beef
operations, changes in bird weight and optimizing the number of
value-added breast portions from each chicken.

Mr. Bond projects Tyson's international business will grow from
$3 billion in annual sales to at least $5 billion by 2010.  
Driving this increase will be the expansion of the Tyson
operations in other countries.  Tyson has completed joint ventures
in Argentina and China, hopes to expand operations in Mexico and
is working on a potential acquisition in Brazil.

Tyson continues exploring ways to increase the value of its by-
products, including the conversion of fat into fuel. In December
2007, Tyson and ConocoPhillips started turning beef tallow into
renewable diesel fuel.  Tyson's alternative fuel joint venture,
Dynamic Fuels, will convert low cost fat, grease and other
feedstock into renewable synthetic jet fuel.  A production
facility is being constructed in Louisiana and is expected to
begin production in 2010.

                        About Tyson Foods

Based in Springdale, Arkansas, Tyson Foods, Inc. (NYSE:TSN) --
http://www.tysonfoods.com/-- is a processor and marketer of          
chicken, beef, and pork.  

Tyson's U.S. beef plants are located in Amarillo, Texas; Dakota
City, Nebraska; Denison, Iowa; Finney County, Kansas; Joslin,
Illinois, Lexington, Nebraska and Pasco, Washington.  The company
also has a beef complex in Canada, and is involved in a vertically
integrated beef operation in Argentina.

                          *     *     *

Tyson Foods Inc. continues to carry Moody's Ba1 corporate family
rating and Ba2 probability of default rating.  The outlook is
negative.


UAL CORPORATION: Various Entities Disclose Stake Ownership
----------------------------------------------------------
Several entities made separate filings with the United States
Securities and Exchange Commission disclosing their interest
ownership in UAL Corporation.

1. Bank of America

In a regulatory filing with the SEC, dated Feb. 7, 2008, Bank of
America Corporation disclosed that it beneficially owns 10,594,889
shares of UAL Corp. Common Stock, representing 9.10% of UAL's
total outstanding shares.

BofA reported that it has shared voting power of 10,593,768
shares, as well as shared dispositive power of 10,593,768 shares.  
BofA is the parent holding company of eight other entities, which
also disclosed its individual ownership of UAL stock.

BofA, N.A., has the sole power to vote for 1,707,082 shares and it
also shares the power to direct the vote of 89,831 shares.  
Moreover, BofA, N.A. has sole power to dispose of 1,707,082
shares and it also shares the power to direct the disposition of
89,402 shares.

U.S. Trust has the sole power to vote for 13,801 shares, and  
shares the power to direct the vote of 7,710,629 shares.  U.S.
Trust has sole dispositive power of 15,351 shares and it also
shares the power to direct the disposition of 7,710,639 shares.

BofASHC and Columbia Management Group have shared voting and
dispositive power of all its shares, while BofAS and Columbia
Management Advisors have sole voting and dispositive power of all
its shares.  BofA Investment has share voting power for all its
shares.

2. Capital World Investors

Capital World Investors disclosed in a regulatory filing with the
SEC, dated Feb. 11, 2008, that it is the beneficial owner of
10,180,490 shares of UAL Corp. Common Stock, as of Dec. 31, 2007.

The Capital World holding represents 8.6% of the 116,279,000 UAL
shares which is believed to be outstanding, as a result of
Capital Research and Management Company acting as investment
adviser to various investment companies registered under Section
8 of the Investment Company Act of 1940, Donald H. Rolfe,
attorney-in-fact of Capital World, reported.

The shares reported by Capital World, include 2,083,880 shares
resulting from the assumed conversion of $72,600 principal amount
of the 4.5% Senior Convertible Notes due June 30, 2021.

Mr. Rolfe also stated that one or more clients of Capital World
Investors have the right to receive or the power to direct the
receipt of dividends from, or the proceeds from the sale of, the
Common Stock of UAL Corp.

3. Vanguard Windsor Funds

In a regulatory filing with the SEC, dated Feb. 12, 2007, Vanguard
Windsor Funds - Vanguard Windsor Fund 51-0082711, disclosed that
it beneficially owns 9,661,500 shares of UAL Corp. common stock,
which represents 3.36% of UAL's total outstanding shares.  
Vanguard Windsor has sole voting power for all its shares.

4. Wellington Management Company, LLP

Wellington Management Company, LLP, in its capacity as investment
adviser, disclosed in a regulatory filing with the SEC, dated Feb.
14, 2008, that it beneficially owns 4,635,237 shares of UAL Corp.
common stock, at Dec. 31, 2007. The shares held by Wellington
Management represents 3.99% of UAL's total outstanding shares.   

Wellington Management has shared power to direct the vote of
629,000 shares, and also has shared power to direct the
disposition of 4,626,237 shares.

5. Impala Asset Management LLC

In a regulatory filing with the SEC, dated Feb. 14, 2008, Impala
Asset Management LLC reported that, at Dec. 31, 2007, it
beneficially owns 12,284,199 shares of UAL Corp. common stock,
which represents 10.56% of UAL's total outstanding shares.  Impala
shares the voting power and dispositive power of all its shares.

6. Legg Mason

In a regulatory filing with the SEC dated Feb. 14, 2008, LMM LLC
disclosed that it beneficially owns 8,900,000 shares of UAL Corp.
common stock, which represents 7.65% of UAL's total outstanding
shares.  

LMM also reported that it has shared voting power and shared
dispositive power of all its shares.  In the same filing, two
more Legg Mason entities disclosed their beneficial ownership of
UAL stock.  Legg Mason Opportunity Trust -- 8,900,000 shares, or
7.65% -- and Legg Mason Capital Management Inc. -- 1,276,434
shares, or 1.10% -- have shared voting power and shared
dispositive power of all its shares.

7. FMR LLC

In a regulatory filing with the SEC, dated Feb. 14, 2008, FMR LLC
disclosed that it beneficially owns 12,092,088 shares of UAL Corp.
common stock, as of Dec. 31, 2007.

The stocks held by FMR represents 10.246% of UAL's total
outstanding shares.  According to the SEC filing, FMR has shared
voting power of 216,266 shares, and shared power to dispose of or
to direct the disposition of all the shares.  The current SEC
filing is an amendment of a previous report dated September 10,
2007.

Fidelity Management & Research Company, a wholly-owned subsidiary
of FMR LLC and an investment adviser, is the beneficial owner of
11,834,222 shares or 10.027% of the Common Stock outstanding of
UAL Corp. as a result of acting as investment adviser to various
investment companies.

                        About UAL Corp.

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on
Jan. 20, 2006.  The company emerged from bankruptcy protection
on Feb. 1, 2006.  (United Airlines Bankruptcy News, Issue No. 153
Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/
or 215/945-7000).

                        *     *     *

Fitch Ratings, on May 2007, affirmed the Issuer Default Ratings of
UAL Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


UNITED ENERGY: Posts $594T Net Loss in 3rd Qtr. Ended Dec. 31
-------------------------------------------------------------
United Energy Corp. reported a net loss of $594,901 on net
revenues of $103,691 for the third quarter ended Dec. 31, 2007,
compared with a net loss of $650,395 on net revenues of $112,843
in the same period ended Dec. 31, 2006.

Revenues for the nine months ended Dec. 31, 2007 were $493,708, a
22.0% decrease from revenues of $636,684 in the comparable nine
months ended Dec. 31, 2006.  The nine months ended Dec. 31, 2007,
resulted in a net loss of $1,660,211 as compared to a net loss of
$1,770,052 for the nine months ended Dec. 31, 2006.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2,191,906 in total assets, $502,764 in total liabilities, and
$1,689,906 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?2839

                          Going Concern

During the past two fiscal years ended March 31, 2007, and 2006,
the company has recorded aggregate losses from continuing
operations of $6,343,952 and has incurred total negative cash flow
from continuing operations of $3,838,682 for the same two-year
period.  These matters raise substantial doubt about the company's
ability to continue as a going concern.

                       About United Energy

Headquartered in Secaucus, New Jersey, United Energy Corp.
develops and distributes environmentally friendly specialty
chemical products with applications in several industries and
markets.  The company's current line of products includes the K-
Line of Chemical Products for the oil industry and related
products.

Through its wholly owned subsidiary, Green Globe Industries Inc.,
the company provides the U.S. military with a variety of solvents,
paint strippers and cleaners under the trade name "Qualchem."


UNITED SUBCONTRACTORS: Moody's Cuts Corporate Family Rating to B3
-----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of United
Subcontractors, Inc. and left them on review for possible
downgrade, including the company's B2 corporate family rating, B1
rated first lien revolver and term loan, as well as its Caa1 rated
second lien term loan.  The review is prompted by the company's
operating performance relative to its covenants and relative to
Moody's expectations.

Moody's has downgraded these ratings for United Subcontractors,
Inc. and left them on review for possible downgrade (LGD
assessments are also subject to change):

  -- Corporate family rating, downgraded to B3 from B2;

  -- Probability of default rating, downgraded to B3 from B2;

  -- $295 million first lien term loan, due 2012, downgraded to B2
     (LGD3, 42%) from B1 (LGD3, 43%);

  -- $40 million revolving credit facility, due 2011, downgraded
     to B2 (LGD3, 42%) from B1 (LGD3, 43%);

  -- $65 million second lien term loan, due 2013, downgraded to
     Caa2 (LGD6, 92%) from Caa1 (LGD6, 92%).

The review and ratings downgrade is prompted by the anticipated
impact from a continued homebuilding contraction on the company's
financial performance.  Moody's anticipates that United
Subcontractor's financial and operating performance will remain
under significant pressure for at least the next year.  USI has
aggressively reduced its cost structure, however the pace and
depth of the contraction remains greater than the company's
ability to reduce costs.  Additionally, the company's covenants
were set during better times that did not anticipate the current
environment.  The company has also strived to diversify beyond
Florida and has expanded from insulation to framing and windows.   
USI is expected to continue to address its cost structure
aggressively.  While these factors should help the company's
performance when the market strengthens, Moody's does not
anticipate an improvement in new home construction until 2009, at
the earliest.

The review will focus on the impact of depressed new home
construction on the company's anticipated operating performance,
its ability to control costs, its ability to comply with its
covenants, sponsor support, and ability to secure adequate
financing for the current environment.  The anticipated level of
commitment from its equity sponsor, Wind Point Partners, will also
be considered in the review.

United Subcontractors Inc., headquartered in Minneapolis,
Minnesota, is a subcontractor of insulation and framing services.  
The company primarily provides home insulation services for new
construction and additions as well as framing services to
homebuilders.  USI's revenue for 2006 was approximately
$643 million.


UPSNAP INC: Posts $80T Net Loss in 1st Quarter Ended Dec. 31
------------------------------------------------------------
UpSNAP Inc. reported a net loss of $80,273 on total sales of
$212,205 for the first quarter ended Dec. 31, 2007, compared with
a net loss of $416,021 on total sales of $250,603 in the same
period ended Dec. 31, 2006.

Advertising revenues increased $22,000.  Wireless data services
decreased $61,000 as the company's largest carrier customer
continues to lose customers due to a merger.

General and administrative expenses for the quarter ended Dec. 31,
2007, decreased $83,000, or 33.1%, compared with the same period
in 2006, primarily due to the elimination of headcount and reduced
spending for audit fees and travel.  

For the quarter ended Dec. 31, 2007 the company recognized
$114,000 in income related to the extinguishment of debt.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$5,933,889 in total assets, $284,704 in total liabilities, and
$5,649,185 in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $201,671 in total current assets
available to pay $284,704 in total current liabilities.

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?283f

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 31, 2008,
Traci J. Anderson, in Huntersville, N.C., expressed substantial
doubt about UpSNAP 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 auditor pointed to UpSNAP's
recurring losses from operations.

                         About UpSNAP

UpSNAP Inc. (NASDAQ: UPSN.OB) -- http://www.upsnap.com/--   
provides mobile search and live mobile audio entertainment.   
UpSNAP services include text and audio content from major
entertainment companies in sports, news, music, and information.


URSTADT BIDDLE: Secures $50 Mil. Unsec. Revolving Credit Facility
-----------------------------------------------------------------
Urstadt Biddle Properties Inc. entered into a new $50 Million
Unsecured Revolving Credit Agreement with The Bank of New York
Mellon and Wells Fargo Bank N.A.  The agreement, gives UBP the
option under certain conditions, to increase the facility's
borrowing capacity up to $100 million.  

The maturity date of the facility is Feb. 11, 2011, with two one
year extensions at the company's option.  Borrowings under the
facility can be used for, among other things, acquisitions,
working capital, capital expenditures, repayment of other
indebtedness and the issuance of letters of credit, up to
$10 million.  

Borrowings will bear interest at UBP's option of LIBOR plus 0.85%
or The Bank of New York Mellon's prime lending rate plus 0.50%.  
UBP will pay an annual fee on the unused commitment amount of up
to 0.175% based on outstanding borrowings during the year.

The facility contains certain representations, financial and other
covenants typical for this type of facility.  UBP's ability to
borrow under the facility is subject to its compliance with the
covenants and other restrictions on an ongoing basis.  

The principal financial covenants limit the company's level of
secured and unsecured indebtedness and additionally require the
company to maintain certain debt coverage ratios.

"We are pleased to announce this new unsecured revolving credit
facility," Willing Biddle, UBP's president and chief operating
officer said.  "In the currently challenging credit environment it
is important that we have immediate access to funds at favorable
terms and rates in order to help us capitalize on what we believe
will be an improving real estate acquisitions market in the near
term.  We are proud to continue our over twenty year banking
relationship with Bank of New York Mellon and are excited about
our expanded relationship with Wells Fargo, one of the nation's
leading financial institutions, which has a particular expertise
in real estate."

UBP also has an existing $30 million secured revolving line of
credit with The Bank of New York Mellon which matures in
April 2008.  UBP is in the process of evaluating its options with
regard to the secured facility.

                About Urstadt Biddle Properties Inc.

Headquartered in Greenwich, Connecticut, Urstadt Biddle Properties
Inc. (NYSE:UBA) -- http://www.ubproperties.com/-- is a real  
estate investment trust engaged in the acquisition, ownership and
management of commercial real estate.  The company's sole business
is the ownership of real estate investments, which consist
principally of investments in income-producing properties, with
emphasis on properties in the northeastern part of the United
States with a concentration in Fairfield County, Connecticut,
Westchester and Putnam Counties, New York and Bergen County, New
Jersey.  Its core properties consist principally of neighborhood
and community shopping centers and five office buildings.

                           *     *    *

Fitch placed Urstadt Biddle Properties Inc.'s long term issuer
default rating at 'BB+' in October 2004.  The rating still hold to
date with a stablke outlook.


VICTOR PLASTICS: Committee Taps Kalina Wills as Bankruptcy Counsel
------------------------------------------------------------------
The Official Committee of Unsecured Creditors of Victor Plastics
Inc.' cases asks the United States Bankruptcy Court for the
District of Minnesota for authority to retain Kalina, Wills,
Gisvold & Clark, PLLP as its bankruptcy counsel.

Kalina Wills will represent the Committee in connection with all
matters relating to the Chapter 11 cases.

The firm's professionals and their compensation rates are:

     Professional                Hourly Rates
     ------------                ------------
     Gordon B. Conn, Jr., Esq.       $350
     Carole Clark Isakson, Esq.      $280
     Jason E. Engkjer, Esq.          $190
     Jenna T. Burfeind, Esq.         $190

Gordon B. Conn, Jr., Esq., an attorney of the firm, assures the
Court that the firm does not hold any interest adverse to the
debtor or the estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

Mr. Conn can be reached at:

     Gordon B. Conn, Jr., Esq.
     Kalina Wills Gisvold & Clark, PLLP
     6160 Summit Drive Suite 560
     Minneapolis, MN 55430
     Tel: (612) 789-9000
     Fax: (763) 503-7070
     http://www.kwgc-law.com/

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 of $44,658,000 and total debts of $41,366,000.


VICTOR PLASTICS: U.S. Trustee Appoints 5-Member Creditors Panel
---------------------------------------------------------------
Habbo Fokkena, the U.S. Trustee for Region 12, appointed five
creditors to serve on an Official Committee of Unsecured Creditors
in the Chapter 11 cases of Victor Plastics Inc.

The Creditors Committee members are:

    1. Packaging Distribution Service
       Attn: Bob Buising
       2308 Sunset Road
       Des Moines, IA 50321
       Tel: (515) 243-3156

    2. PolySource LLC
       Attn: Grant John
       1965 Southbrook Drive
       Ely, IA 52227
       Tel: (816) 320-2625 or
            (816) 540-5300

    3. Tooling Technologies Inc.
       Attn: Joseph Kraft
       10179 S. 56th Street
       Franklin, WI 53132
       Tel: (414) 421-2333

    4. Nova Tool & Mold Inc.
       Attn: Mario Pennesi
       5100 Halford Drive RR#1
       Windsor, Ontario N9A 6J3
       Tel: (519) 737-7137

    5. Mega Mold International Inc.
       Attn: (519) 979-5111 ext. 225
       8025 Anchor Drive
       Windsor, Ontario N8N 5B7  

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

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 of $44,658,000 and total debts of $41,366,000.


WALTER INDUSTRIES: To Close 36 Jim Walter Homes Sales Centers
-------------------------------------------------------------
Walter Industries Inc. disclosed the restructuring of JWH Holding
Company LLC -- the company's financing and homebuilding business.
Walter Industries said it has or will immediately close 36
underperforming Jim Walter Homes sales centers as part of the
restructuring.

The closure of these sales centers is expected to significantly
enhance the company's operational and financial outlook.  As a
result of the restructuring, the company expects to offset the
impact of lower sales volumes with annualized reductions in
operating expenses in the range of $26 to $28 million, with a
significant portion recognized in 2008.  The company said it is
reducing its financing and homebuilding workforce by approximately
25%.

"This action reflects our commitment to the business and our
strategy of separating it from the company," Michael T. Tokarz,
chairman of Walter Industries, said.  "We are taking this
important action to preserve and enhance the long-term value of
the business and to increase our future separation options."

"After careful consideration of the performance of each branch in
our system and the challenging operating environment facing the
entire homebuilding industry, we came to the difficult decision to
close nearly half of our branches," Mark J. O'Brien, chairman and
CEO of JWH Holding Company, LLC said.  "While these decisions are
never easy, we have an obligation to our shareholders to position
this company for the future."

"Our remaining 47 branches are our best-performing locations and
provide a significantly higher proportion of overall sales and
unit deliveries," Mr. O'Brien said.  "By closing underperforming
branches, we are making our organization stronger and more
efficient as a whole."

Mr. O'Brien added that while the number of branch locations has
diminished significantly, Jim Walter Homes continues to explore
and evaluate new markets where it believes a significant market
opportunity exists for its affordably priced homes.

"We believe we have a time-tested and unique business model," said
Mr. O'Brien.  "For buyers with challenging credit histories
seeking a well-built, traditionally constructed home for about
$100,000, we remain one of the best choices around."

The Jim Walter Homes sales centers affected by the restructuring
are:

   Cullman, Alabama               Bowling Green, Kentucky  
   Greenville, South Carolina     Dothan, Alabama          
   Lafayette, Louisiana           Chattanooga, Tennessee
   Huntsville, Alabama            Monroe, Louisiana                  
   Jackson, Tennessee             Jonesboro, Arkansas       
   Slidell, Louisiana             Knoxville, Tennessee
   Little Rock, Arkansas          Grenada, Mississippi              
   Austin, Texas                  Pine Bluff, Arkansas        
   Asheboro, North Carolina       Decatur, Texas
   Ft. Myers, Florida             Elizabeth City, North Carolina     
   Sherman, Texas                 Ocala, Florida           
   Monroe, North Carolina          Texarkana, Texas
   Orlando, Florida                Rocky Mount, North Carolina        
   Waco, Texas                     Sebring, Florida         
   Winston-Salem, North Carolina   Richmond, Virginia
   Tampa, Florida                  Tulsa, Oklahoma             
   Roanoke, Virginia               Augusta, Georgia          
   Cayce, South Carolina (modular) Princeton, West Viginia

As a result of this restructuring, Walter Industries expects to
record a restructuring charge in the range of $6 million to
$8 million, with the majority of this amount expected to be
recognized in the first quarter 2008.

Jim Walter Homes said customers with existing contracts would have
those contracts honored and their homes completed.  Customers with
questions regarding how this restructuring affects them are urged
to contact the customer service department at: 1-800-925-8374,
ext. 4444

                          Management Change

The company also disclosed management changes intended to
accelerate the implementation of the strategy to separate the
financing and homebuilding business from the company's core
natural resources and energy business.  The board of directors has
asked Joseph J. Troy to focus exclusively on achieving the
separation.

"Joe has served as Walter Industries chief financial officer
during a period of transformational changes that have unlocked
enormous value for our shareholders," Michael T. Tokarz, the
chairman of the board.  "We now need Joe to focus exclusively on
completing the separation strategy.  The homebuilding and
financing industries are currently experiencing extraordinary
headwinds, which calls for extraordinary actions.  We are
committed to achieving the separation of our Financing and
Homebuilding business from Walter Industries this year, and Joe is
charged with the implementation of this crucial step in making
Walter a pure natural resources and energy business."

As a result of Joe's new assignment, the board of directors has
elected Victor P. Patrick, vice chairman and general counsel, to
the additional role of chief financial officer.  Mr. Patrick, who
has been a leader in the company's value creation and
transformation strategy, has been with the company since 2002,
first serving as senior vice president and general counsel.

He was named vice chairman in August 2006 and was appointed to the
board of directors in December 2006.  Prior to joining Walter
Industries, Mr. Patrick served as deputy general counsel and
secretary with Honeywell International Inc., where he was also
lead attorney for finance and M&A transactions.  Prior to joining
Honeywell, Patrick worked at the Cleary Gottlieb law firm,
focusing on corporate finance, securities, capital markets,
corporate governance and M&A.

"Vic brings extensive industry and Company experience to the CFO
role, and he will continue to lead a corporate management team
focused on further enhancing value for our shareholders," said
Mr. Tokarz.

                     About Walter Industries

Based in Tampa, Florida, Walter Industries Inc. --
http://www.walterind.com/-- is a producer and exporter of  
metallurgical coal for the steel industry and also produces steam
coal, coal bed methane gas, furnace and foundry coke and other
related products.  The company also operates a mortgage financing
and affordable homebuilding business.  The company employs
approximately 2,500 people.

Jim Walter Homes has built, since its inception, more than 357,000
single-family "build on your lot" homes.  Jim Walter Homes'
product line features more than 20 home models marketed through
our Sales Centers located in 16 Southern states. Jim Walter Homes
also makes mortgage financing available for both the land and home
through its affiliate, Walter Mortgage Company.

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 3, 2007,
Moody's Investors Service lowered its ratings for Walter
Industries Inc., lowering the corporate family rating to B1 from
Ba3 and the senior secured bank credit facilities to B1 from Ba2.  
The rating outlook is negative.  


WESTSHORE GLASS: Files Schedules of Assets and Liabilities
----------------------------------------------------------
Westshore Glass Corp. delivered to the United States Bankruptcy
Court for the Middle District of Florida its schedules of assets
and liabilities disclosing:

   Name of Schedule                   Assets      Liabilities
   ----------------                -----------    -----------
   A. Real Property                
   B. Personal Property            $10,169,034
   C. Property Claimed
      as Exempt
   D. Creditors Holding                            $5,525,920
      Secured Claims
   E. Creditors Holding                               161,781
      Unsecured Priority
      Claims
   F. Creditors Holding                             9,223,640
      Unsecured Nonpriority
      Claims
                                   -----------    -----------
      TOTAL                        $10,169,034    $14,911,342

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.


WESTMORELAND COAL: Inks Deal to Refinance Roanoke Valley Project
----------------------------------------------------------------
Westmoreland Coal Company has finalized and signed an agreement to
refinance its Roanoke Valley Energy Project, Units 1& II.  The new
financing arrangement with Prudential Capital Group optimizes the
debt structure of the project, consolidates the 2006 acquisition
debt into the ROVA project debt, eliminates the need for ROVA to
renew approximately $37 million in letters of credit and
significantly reduces associated cash collateral requirements.  
The transaction is expected to close in approximately 30 days.

The ROVA project was co-developed by Westmoreland and was put into
commercial operation in the mid-1990's.  It became solely owned by
Westmoreland in June 2006.  The project consists of two coal-fired
units which employ state-of-the-art pollution control equipment.
Both units sell electricity to Dominion North Carolina Power under
long-term power purchase agreements.

"This transaction was a challenging and complex restructuring,"
Ric Abel, managing director, Electric Finance Group, Prudential
Capital Group, said.  "Our experience in structuring project
finance transactions enabled us to assist the Company in meeting
the project's goals of lessening cash collateral requirements,
providing liquidity and greatly streamlining administrative
burdens."

The company also has engaged a financial advisor and placement
agent to assist with the refinancing of the existing debt of
Westmoreland Mining LLC.  The company will be seeking to better
match WML's debt amortization payments with cash flows and permit
WML to make the capital investments necessary to meet customer
requirements.  The company is also negotiating with an investor to
set up a credit facility to provide adequate liquidity to the
company until such time as the refinancing can be completed.

The company is in the process of restating its financial
statements and related financial information for the years ended
Dec. 31, 2006, 2005 and 2004 contained in its 2006 Annual Report
on Form 10-K well as the quarters ended March 31, 2007, and
June 30, 2007 reported on the company's Quarterly Reports on Form
10-Q.

The company has not yet reported its financial results for the
quarter ended Sept. 30, 2007, due to the pending restatements.  
The restatements are to correct an error in the computation of
post-retirement medical benefit liabilities.  The company now
believes that it has substantially completed its review and
restatement process and expects to file its restated financial
results and the Form 10-Q for the quarter ended Sept. 30, 2007, by
mid-March.

The company is applying to the AMEX for an appropriate extension
to the deadline for filing its third quarter Form 10-Q.  

"The restatement process has taken longer than we originally
anticipated due to the necessity to review, in excruciating
detail, literally hundreds of employee files," Keith E. Alessi,
Westmoreland's president and chief executive officer, stated.  
"The review required involvement of actuaries, lawyers and
auditors, further lengthening the process."

"The population of retirees omitted from census data used to
calculate the liability grew from the 131 identified in September
2007 to 156 at the time of our Form 12b-25 filing reported in
November 2007," Mr. Alessi added.  "At that time we estimated the
range of the understatement to be $50 to $55 million.  We
ultimately identified 181 total retirees and currently estimate
the understatement of liability to be approximately $59 million."

"The restatement of our retiree medical liability delayed the
finalization of our third quarter financial results and the
proposed rights offering which our shareholders approved in August
2007," Mr. Alessi continued.  "Since that time there have been
some significant changes in our business.  We have refined our
strategic plan to concentrate on our core competency, coal mining.  
Towards that end we acquired 100% ownership of the Absaloka mine,
divested our power operations and maintenance workforce and have
instituted significant overhead reduction measures."

"Because the restatement took significant time to complete, we
were able to continue to evaluate our liquidity needs in light of
changes in our business," he said.  "It made sense for us to
review our entire capital structure rather than to focus just on
equity."

With the ROVA refinancing, the company was looking to redeploy the
significant cash reserves of the project to more productive uses,
and reduce its lender group, which was accomplished.

Refinancing the company's existing mining operation debt, if
successful, will accomplish several other important goals.

First of all, the company is seeking to better match debt
amortization with its projected cash flows.  The company's
existing debt facilities, which were structured at the time at
which the company acquired its mines, require significant
principal payments over the next several years.

This comes at a time when it needs to make substantial capital
investments at the mines in order to satisfy customer needs.  Over
the last year the company has renegotiated several of its long-
term coal sales contracts, particularly at the Jewett and Rosebud
mines.

Over 78% of its coal tons are now, or will be sold under cost-plus
terms or other provisions to cover inflation in diesel,
electricity and other commodity costs.  This provides for
predictability of earnings and cash flow, now and in the future.
Due to this predictability the company relate that it will be able
to obtain amortization terms more consistent with its cash flows.

Secondly, the company is seeking additional flexibility and
liquidity to satisfy its business needs.  The company relate that
its financial projections for WML, which are based upon its
contractual arrangements with customers, will enable WML to carry
debt facilities of a size necessary to accomplish this goal.

Depending upon the ultimate size and terms of the proposed
refinancing the company will evaluate the need for a rights
offering or an equity investment.  While the company cannot
guarantee any of the outcomes, the company relate that these
comprehensive financial initiatives well as its strategic focus
better serve both its immediate and long-term business needs.

"If we decide that we need to proceed with either a rights
offering or an equity investment, I would anticipate that it would
be on terms more in line with current market conditions versus
what was contemplated in August 2007," he said.

"I am proud of the work that our team has accomplished over the
past months under difficult circumstances,"  Mr. Alessi said.  "We
have successfully refocused the business, acquired the 100%
interest in the Absaloka mine, renegotiated several long-term
supply contracts, divested our power service and maintenance
operation, standardized operational and financial reporting
systems, and greatly reduced corporate headcount and overhead.
While doing this we have maintained an excellent safety record,
something that we are most proud of."

                 About Westmoreland Coal Company

Based in Colorado Springs, Colorado, Westmoreland Coal Company
(AMEX: WLB) -- http://www.westmoreland.com/-- is an
independent coal company in the United States and a developer of
independent power projects.  The company's coal operations include
coal mining in the Powder River Basin in Montana and lignite
mining operations in Montana, North Dakota and Texas.  Its current
power operations include ownership and operation of the two-unit
ROVA coal-fired power plant in North Carolina, an interest in a
natural gas-fired power plant in Colorado, and the operation of
four power plants in Virginia.

At June 30, 2007, the company's balance sheet showed total assets
of $764 million, and total liabilities of $885.2 million,
resulting to a total shareholders' deficit of $121.2 million.


WHOLE FOODS: Earns $39.1 Million in Quarter Ended January 20
------------------------------------------------------------
Whole Foods Market Inc. reported results for the 16-week first
quarter ended Jan. 20, 2008.  Net income was approximately
$39.1 million.  The company estimates the negative impact on net
income from Wild Oats was approximately $11.9 million in the
quarter.  

Pre-opening and relocation costs were approximately $20.2 million,
and interest expense, net of investment and other income, was
approximately $8.8 million.

"We realize there are a lot of questions out there about how a
slowing economy might impact our sales," John Mackey, chairman,
chief executive officer, and co-founder of Whole Foods Market,
said.  "Historically, our sales have been highly resilient during
economic downturns.  We attribute our strong sales to many
factors, including our loyal core customers and their dedication
to a natural and organic lifestyle, our high percentage of
perishable product sales, and our extensive selection of high-
quality prepared foods that attracts customers trading down from
restaurants."

"In addition, we sell a high percentage of relatively small-ticket
items, and we are better positioned today than we ever have been
from a value perspective," Mr. Mackey added.  "Given our prior
experience, strong year-to-date comps, easier year-over-year
comparisons, and the increased number of new stores entering the
comp base, we are confident in reaffirming our comp guidance of
7.5% to 9.5% for the fiscal year."

The company produced approximately $70 million in cash flow from
operations and received approximately $7 million in proceeds from
the exercise of stock options.  Capital expenditures were
approximately $162 million of which $102 million related to new
stores and approximately $6 million related to Wild Oats.

In addition, the company paid approximately $25 million in cash
dividends to shareholders.  At the end of the quarter, the company
had total debt of approximately $773 million, including
$30 million drawn on its $250 million credit line.

Currently, the company has $50 million drawn on its line, leaving
approximately $114 million available net of outstanding letters of
credit.  In addition, the credit agreement contains an accordion
feature under which the company can increase its credit line up to
$350 million.

At Jan. 20, 2008, the company's balance sheet showed total assets
of $3.21 billion, total liabilities of $1.75 billion and total
shareholders' equity of $1.46 billion.

           Growth Goals for Fiscal Year 2008 and Beyond

The company is reaffirming its guidance for fiscal year 2008.  On
a 52-week to 52-week basis, the company expects total sales growth
of 25% to 30% and comparable store sales growth of 7.5% to 9.5%.
Excluding Wild Oats, the company expects sales growth of 15% to
20%.

For the first four weeks ended Feb. 17, 2008, of the second
quarter, comparable store sales growth was 8.9% on top of a 4.7%
increase in the prior year, and identical store sales growth was
6.9% on top of a 4.1% increase in the prior year.  Sales at the 62
continuing Wild Oats stores increased 6.2% on top of a 0.1%
decrease in the prior year.  Acquired stores will enter the
comparable store sales base in the fifty-third full week following
the date of the merger.

The company has opened six stores year to date.  Of the company's
26 tendered stores representing approximately 1.2 million square
feet, two stores are expected to open in the second quarter and up
to 13 stores are expected to open in the second half of the fiscal
year.

The company does not expect to produce operating leverage in
fiscal year 2008 due to a decrease in store contribution as a
percentage of sales driven by a higher percentage of sales from
new and acquired stores, which have a lower contribution than
existing stores; investments in labor and benefits at the acquired
Wild Oats stores; and continued, though more moderate, increases
in health care costs as a percentage of sales.

In addition, the company expects G&A as a percentage of sales to
be in line with the 3.3% reported in fiscal year 2007 due mainly
to the temporary costs associated with integrating the Wild Oats
acquisition, along with the cost of fully staffing the company's
three smallest regions which gained the greatest number of stores
in the merger as a percentage of their existing store base, and an
increase in legal and professional fees.  The company expects G&A
as a percentage of sales to improve sequentially from the first
half to the second half of the year.

The company expects total pre-opening and relocation costs for
fiscal year 2008 to be in the range of $80 million to $90 million.
Approximately $40 million to $45 million relates to stores
expected to open in fiscal year 2008.  These ranges are based on
estimated tender dates which are subject to change.  

The company expects average pre-opening and relocation expense for
stores opening in fiscal year 2008 to be in line with the average
for stores that opened in fiscal year 2007, excluding the
Kensington store in London.  On an average weekly basis, the
company expects quarterly pre-opening and relocation expense to
ramp up throughout each quarter of the year.

The company expects interest expense, net of investment and other
income, in the range of $35 million to $40 million in fiscal year
2008.

The company expects share-based payments expense of approximately
$2 million to $3 million per quarter in the first half of the year
and $4 million to $5 million per quarter in the second half of the
year following the company's annual grant date early in the third
quarter, when the majority of options are granted.

The company has entered into a support agreement to provide
certain products and services for the divested Henry's and Sun
Harvest stores for up to two years.  The company anticipates the
revenue associated with this agreement will be approximately equal
to its incremental cost of providing the support.

Capital expenditures for the fiscal year are expected to be in the
range of $575 million to $625 million. Of this amount,
approximately 65% to 70% relates to new stores opening in fiscal
year 2008 and beyond, and approximately 7% to 8% relates to
remodels of acquired Wild Oats stores.

The company currently operates 270 stores totaling 9.4 million
square feet and has 89 stores in development totaling 4.6 million
square feet. Longer term, the Company's goal is to reach $12
billion in sales in fiscal year 2010.

                     About Whole Foods Market

Founded in 1980 in Austin, Texas, Whole Foods Market Inc. (NASDAQ:
WFMI) -- http://www.wholefoodsmarket.com/-- is a natural and  
organic foods supermarket.  Whole Foods Market employs more than
50,000 Team Members.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Moody's Investors Service assigned 'Ba1' on Whole Foods Market
Inc.'s corporate family rating; 'Ba1' on its probability of
default rating; and 'Ba1' (LGD3,47%) on its $700 million secured
term loan due 2012 to $700 million secured bank term loan.  


WICKES FURNITURE: U.S. Trustee Appoints 7-Member Creditors Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the United States Trustee for Region 3,
appointed seven members to the Official Committee of Unsecured
Creditors in Wickes Furniture Company and its debtor-affiliates'
bankruptcy cases.
  
The Creditors Committee members are:
        
   1. The Inland Realty Estage Group of Companies Inc.
      Attn: D. Scott Carr
      Vice President
      2901 Butterfield Road
      Oak Brook IL 60523
      Tel. No.: (630) 954-5683

   2. Valassis Inc.
      Attn: Gabriel Grijalva
      19975 Victor Parkway
      Livonia MI 48152
      Tel. No.: (734) 591-7330
      Fax. No.: (734) 632-6101

   3. W.E. O'Nell Construction Company of California
      Attn: James E. Surdyk
      909 N. Sepulveda Blvd.
      Suite 400 El Segundo CA 90245
      Tel. No.: (310) 643-7900
      Fax. No.: (310) 643-6541
  
   4. Decors USA Ltd.
      Attn: Heath Corso
      1403 Eastchester Drive
      Suite 104 High Point NC 27265
      Tel. No.: (336) 885-9440
      Fax. No.: (336) 885-2024

   5. Caye Home Furnishings LLC
      Attn: Roy Wayne Stewart
      1201 West Bankhead Street
      New Albany MS 38652
      Tel. No.: (662) 534-1522
      Fax. No.: (662) 534-1412

   6. Legacy Classic Furniture Inc.
      Attn: Douglas MacFarland Jermyn
      2575 Penny Road
      High Point NC 27265
      Tel. No.: (336) 449-4600 ext. 282
      Fax. No.: (336) 899-2152

   7. Lane Furniture Industries Inc.
      Attn: Robert D. Mete
      P.O. Box 1627
      Tupelo MS 38802
      Tel. No. (314) 862-7133
      Fax. No. (828) 432-8517

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture    
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  Donald J. Detweiler, Esq., at Greenberg Traurig LLP,
represents the Debtors in their restructuring efforts.  When the
Debtors filed for protection from their creditors, they listed
consolidated estimated assets of $10 million to $50 million, and
estimated debts of $50 million to $100 million.


WICKES FURNITURE: Taps Greenberg Traurig as Bankruptcy Counsel
--------------------------------------------------------------
Wickes Furniture Company and Wickes Holdings LLC ask the U.S.
Bankruptcy Court for the District of Delaware for authority to
employ Greenberg Traurig LLP as their counsel, nunc pro tunc to
Feb. 3, 2008.

Greenberg Traurig will:

  a) provide legal advice with respect to the Debtors' powers and
     duties as debtors-in-possession in the continued operation of
     their businesses and management of their property;

  b) negotiate, draft and pursue confirmation of any plan of
     reorganization and approval of any accompanying disclosure
     statement;

  c) prepare on behalf of the Debtors all applications, motions,
     answers, orders, reports and other legal papers necessary to
     the administration of the Debtors' estates;

  d) appear in Court and protect the interests of the Debtors
     before the Court;

  e) assist with any disposition of the Debtors' assets, by sale
     or otherwise;

  f) attend all meetings and negotiate with representatives of
     creditors, the United States Trustee, and other parties-in-
     interest; and

  g) perform all other legal services for, and provide all other
     necessary legal advice to the Debtors which may be necessary
     and proper in these cases.

Donald J. Detweiler, Esq., a shareholder at Greenbeg Traurig,
tells the Court that the firm's professionals bill are:

     Professional                    Hourly Rate
     ------------                    -----------
     Nancy A. Peterman, Esq.            $615
     Donald J. Detweiler, Esq.          $535
     Sandra G. M. Selzer, Esq.          $415
     Paul J. Keenan, Esq.               $365
     Ethan F. Ostrow, Esq.              $290
     Kerry Carlson                      $215
     Elizabeth C. Thomas                $195     

On Jan. 14, 2008, Greenberg Traurig received a retainer in the
amount of $250,000, and received an additional retainer on Feb. 1,
2008, in the amount of $150,000, for a total of $400,000.  This
$400,000 constitutes an advanced security retainer to be applied
against Greenberg Traurig's allowed fees and expenses, as
permitted by the Court.

In the one year prior to the bankruptcy filing, Greenberg Traurig
received a total of $436,756.28 in reimbursement for the legal
services and expenses incurred in connection with the preparation,
planning and filing of these bankruptcy cases.

Mr. Detweiler assures the Court that the firm does not hold or
represent any interest adverse to the Debtors or their estates,
and that the firm is a "disinterested person" as that term is
defined in Sec. 101(14) of the Bankruptcy Code.

Mr. Detweiler can be contacted at:

      Donald J. Detweiler, Esq.
      The Nemours Building
      1007 North Orange Street
      Suite 1200, Wilmington, DE 19801
      Tel: (302) 661-7000
      Fax: (302) 661-7360
      http://www.gtlaw.com/  

                      About Wickes Furniture

Based in Wheeling, Illinois, Wickes Furniture Company, Inc. --
http://www.wickesfurniture.com/-- is one of the leading furniture    
retailers in the U.S. with 43 retail stores serving greater
Chicago, Los Angeles, Las Vegas, and Portland.  Founded in 1971,
Wickes offers attractive room packages featuring complete living
rooms, dining rooms, bedrooms as well as bedding, home
entertainment, accessories and accent furniture.  Wickes employs
over 1,700 employees and offers products from leading furniture
and bedding manufacturers.

The company and two of its debtor-affiliates filed for Chapter 11
protection on Feb. 3, 2008 (Bankr. D. Del. Lead Case No. 08-
10213).  When the Debtors filed for protection from their
creditors, they listed consolidated estimated assets of
$10 million to $50 million, and estimated debts of $50 million to
$100 million.


WILLOW CREEK FUELS: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Lead Debtor: Willow Creek Fuels, Inc.
             dba B.&J. Energy
             dba D.&D. Fuels
             556 Blandon Road
             Fleetwood, PA 19522
             Tel: (610) 944-5499

Bankruptcy Case No.: 08-20337

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        L.F.B.P., Inc.                             08-20338
        Willow Creek Leasing, Inc.                 08-20339
        A.A.A. C.O.D. Oil Co., Inc.                08-20340
        Willow Creek Plumbing, Inc.                08-20341

Type of Business: With eight fuel delivery trucks, one trailer
                  transport, three service vans, two auxiliary
                  vehicles, an onsite propane storage facility and
                  a 24-hour credit card diesel station for on road
                  diesel sales, the Debtor is a full-service fuel
                  and energy company.  It also has a fully-stocked
                  warehouse of parts to service customer's
                  service requirements.  See
                  http://www.willowcreekfuels.com/

Chapter 11 Petition Date: February 19, 2008

Court: Eastern District of Pennsylvania (Reading)

Debtors' Counsel: Doron A. Henkin, Esq.
                     (dhenkin@marvinhenkin.com)
                  Marvin & Henkin
                  8327 Germantown Avenue
                  Philadelphia, PA 19118
                  Tel: (215) 248-5200
                  Fax: (215) 248-5202
                  http://www.marvinhenkin.com/

Total Assets: $1 Million to $10 Million

Total Debts:  $1 Million to $10 Million

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


WORNICK COMPANY: Asks Court to Approve $35MM DIP Credit Facility
----------------------------------------------------------------
The Wornick Company and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Ohio in Cincinnati
for authority to obtain cash advances and other extensions of
credit on a senior secured, revolving basis, in an aggregate
principal amount not to exceed $35,000,000 pursuant to a
postpetition credit agreement with DDJ Capital Management, LLC, on
behalf of certain funds or accounts managed or advised by DDJ.

DDJ will serve as administrative agent for the DIP loan.

On Feb. 12, 2008, the Debtors, DDJ Total Return Loan Fund, L.P.,
and DDJ Capital Management entered into a restructuring support
agreement.  Under the RSA, the Debtors arranged up to $35 million
in post-petition secured financing.  In addition, the Debtors
entered into a purchase agreement to sell the company's assets to
Viren Acquisition Corp., an entity controlled by the DDJ Entities
and an ad-hoc group of noteholders who collectively hold more than
50% of the principal amount of $125,000,000 in 10-7/8% Senior
Secured Notes due 2011 issued by Wornick.

Proceeds of the DIP Loan will be used for the full prepayment in
cash of the financing facility the Debtors obtained before it
filed for Chapter 11 protection; to pay certain fees and expenses
of the Borrower incurred in connection with the DIP Loan; to fund
working capital of the Borrower; and to pay amounts otherwise
approved by Court orders.
                              
Prior to the Debtors' bankruptcy filing, the Debtors' prepetition
financing arrangements and working capital requirements were met
primarily by:

     (i) a $25,000,000 Senior Secured Credit Facility with Texas
         State Bank, which later assigned its rights and
         obligations under the loan to DDJ Total Return Loan Fund,
         L.P.;

    (ii) a $27.5 million increase in the Senior Secured Credit
         Facility;

   (iii) the issuance of Senior Secured Notes; and

    (iv) an issuance of 13.875% Senior PIK Notes due 2011 by TWC
         Holding LLC and TWC Holding Corp.

U.S. Bank National Association serves as indenture trustee with
respect to the Senior Secured Notes and Senior PIK Notes.

To secure their DIP obligations, the Debtors ask the Court to
grant the Lenders:

     (1) a super-priority administrative expense claim subject
         only, upon the occurrence and during the continuance of
         an Event of Default, to a carve-out for bankruptcy court
         clerk fees, United States Trustee fees, and fees payable
         to bankruptcy professionals retained in the Debtors'
         cases;

     (2) valid and fully-perfect first priority priming liens on
         and senior security interests in all of the property,
         assets or interests in property or assets of each Debtor,
         and all "property of the estate" of each Debtor, subject
         only to (i) certain permitted priority liens and (ii) the
         Carve-Out Expenses.

The Debtors also seek the Court's permission to use the cash
collateral of their prepetition lenders.

As adequate protection for the Debtors' use of the Cash Collateral
including to the extent of the aggregate diminution in the value
or amount of the Collateral pledged by the Debtors as security for
their Prepetition Facility as well as the Secured Notes, the
Debtors propose to grant DDJ Total Return Loan Fund and the
Indenture Trustee, for the benefit of the Noteholders, replacement
liens.  The Debtors will also pay interest in respect of the
Prepetition Facility at the prepetition non-default contract rate.

The Debtors note that DDJ Total Return Loan Fund and the Majority
Secured Noteholder Group consent to the proposed adequate
protection and priming of their liens and interests.

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and  
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in their
restructuring efforts.  No trustee, examiner or creditors'
committee has been appointed in these chapter 11 cases.  The
company listed between $100 million and $500 million assets and
between $100 million and $500 million in debts in its bankruptcy
filing.


WORNICK COMPANY: Asks Court to Approve Asset Sale to Viren
----------------------------------------------------------
The Wornick Company and its debtor-affiliates seek permission from
the U.S. Bankruptcy Court for the Southern District of Ohio in
Cincinnati to sell substantially all of their assets to Viren
Acquisition Corp., subject to higher and better offers.

The Debtors have entered into a purchase agreement with Viren
Acquisition, an entity controlled by DDJ Capital Management, LLC,
and DDJ Total Return Loan Fund, L.P., and an ad-hoc group of
noteholders who collectively hold more than 50% of the principal
amount of $125,000,000 in 10-7/8% Senior Secured Notes due 2011
issued by Wornick.

The Debtors also ask the Court to:

     (a) approve procedures for consideration of alternative
         investment or sale proposals to effect the Debtors'
         financial restructuring;

     (b) approve a proposed break-up fee and expense
         reimbursement;

     (c) schedule an auction and hearing to approve the sale; and

     (d) establish procedures relating to the assumption or
         assignment of executory contracts and unexpired leases
         and the form and manner of the proposed notice of cure
         amounts.

On Feb. 12, 2008, the Debtors and the DDJ Entities entered into a
Restructuring Support Agreement under which the Debtors' financial
restructuring will be implemented through the sale of all the
equity of the reorganized Wornick pursuant to a chapter 11 plan of
reorganization.  In connection with the RSA, the Debtors have
arranged up to $35 million in post-petition secured financing.

The Debtors signed the Purchase Agreement with Viren Acquisition
on the same day.

Papers filed in court did not disclose the actual purchase price
offered by Viren.  The Debtors relate that the sale agreement
provides for a break-up fee of no greater than $2,250,000, an
amount equal to approximately 2.5% of the proposed purchase price,
excluding the amount of the Assumed Liabilities and the Excluded
Portion.  It also includes an Expense Reimbursement of up
$1,000,000.

According to the Debtors, competing offers must be more than the
aggregate of the value of the sum of:

   -- $50,000,000, plus the amount the Debtors actually owe under
      their $35 million DIP Facility, plus the amount owed under
      their prepetition secured loan agreement still with the DDJ
      Entities, excluding a Make-Whole Premium and Redemption Fee
      payable under the Prepetition Facility;

   -- $4,000,000, the amount of the Excluded Portion payable under
      the Prepetition Facility;

   -- the aggregate amount of assumed liabilities; plus

   -- $2,250,000, the amount of the Break-Up Fee; plus

   -- $1,000,000, the maximum amount of the Expense Reimbursement;
      plus

   -- a $2,000,000 the Initial Overbid.

The first phase of the proposed sale would require the
solicitation of bids from Qualifying Bidders for either:

     (i) 100% of the equity of the reorganized Debtors to be
         acquired under a plan of reorganization, or

    (ii) all or substantially all of the property and assets of
         the Debtors' businesses.  

Assuming the Debtors receive at least one Qualifying Bid, in
addition to the Purchase Agreement from the Purchaser, the second
phase would require a formal auction of the Debtors' businesses.
  
Bids are due on or before May 17, 2008.  The Auction Date is on or
before May 23, 2008.

The hearing to approve the Prevailing Bid will take place, in the
event of an Asset Sale, no later than two business days following
the Auction Date and, in the event of the Equity Sale, will take
place in conjunction with the Plan confirmation hearing, which
will not be later than June 16, 2008.

Headquartered in Cincinnati, The Wornick Company --
http://www.wornick.com/-- is a leading supplier of individual and  
group military field rations to the Department of Defense.  In
addition the company continues to extend its core capabilities to
commercial markets where its customers include, but are not
limited to, Kraft Foods, Inc., Gerber Products Company, as well as
retail and grocery outlets including Walgreens Co., 7-Eleven, The
Kroger Co., Publix Super Markets and Meijer.

Wornick specializes in the production, packaging, and distribution
of shelf-life, shelf-stable, and frozen foods in flexible pouches
and semirigid products.  The firm's two main lines of business are
military rations (approximately 70% of revenues) and co-
manufacturing for leading food brands (30%).  The company produces
both individual (including MRE) and group rations (including
Unitized Group Rations-A or UGR-A) for the U.S. military.  MREs
comprise about 65% of military revenues.

The company and and five of its affiliates filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. S.D.O., Case No. 08-10654).  
Donald W. Mallory, Esq., Kim Martin Lewis , Esq., and Patrick
Burns, Esq. at Dinsmore & Shohl LLP represent the Debtors in their
restructuring efforts.  The company listed between $100 million
and $500 million assets and between $100 million and $500 million
in debts in its bankruptcy filing.


ZIM CORPORATION: Earns $156T in Third Quarter Ended Dec. 31
-----------------------------------------------------------
Zim Corporation reported net income of $155,758 on total revenue
of $698,862 for the third quarter ended Dec. 31, 2007, compared
with a net loss of $507,117 on total revenue of $517,969 in the
corresponding period ended Dec. 31, 2006.

At Dec. 31, 2007, ZIM had cash of $273,507 and working capital of
$307,051, as compared to cash of $441,637 and working capital of
$93,085 at March 31, 2007.  This change of financial position
principally reflects the one-time recognition of revenue in the
premium SMS segment of $197,948 that resulted from a review of
outstanding payables and receivables and subsequent settlement of
outstanding amounts with vendors and customers.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$1,054,936 in total assets, $601,108 in total liabilities, and
$453,828 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?283b

                      Going Concern Doubt

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.


* Fitch Says Equipment Lease Delinquencies Rise Slightly in 2007
----------------------------------------------------------------
Following historical trends, U.S. equipment lease delinquency
rates increased slightly during the second half of 2007.  Total
delinquencies increased slightly across both the small/mid-ticket
and large ticket portfolios, according to Fitch Ratings in the
latest edition of 'The ABS Equipment Expo'.

As of the Dec. 31, 2007 reporting period, 60+ day delinquencies
for Fitch's Equipment ABS Delinquency Index increased to 0.79%
with an annual average of 0.68% versus 0.58% at year-end 2006 and
0.50% annual average.  The slight increase in 60+ day
delinquencies follows similar seasonal patterns witnessed in prior
years, whereby first quarter delinquencies reach a peak, but
subsequently decline during the second and early third quarters
and increases during the remainder of the year.  Fitch expects 60+
day delinquencies to deviate from prior seasonal trends, due to
concerns related to the current US economy.  As a result, Fitch
expects both portfolios to experience slight portfolio
deterioration, resulting in increases in delinquencies and losses
during the first half of 2008.  However, the transactions rated by
Fitch continue to perform within expected ranges, resulting in
sufficient credit enhancement to cover current ratings.

Both the small/mid-ticket and large ticket portfolios experienced
increasing delinquency trends.  The small/mid-ticket portfolio 60+
day delinquencies totaled 1.03% at year-end 2007 versus 0.78% in
June 2007 and 0.95% at year-end 2006.  Similar performance was
seen on the large ticket portfolio, with 0.65% 60+ day
delinquencies at year-end 2007 compared to 0.52% in June 2007 and
0.37% at year end 2006.


* Real Estate Prices Drop to 1.5% in Dec., Moody's Report Shows  
---------------------------------------------------------------
Commercial real estate prices as measured by Moody's/REAL
Commercial Property Price Indices dropped 1.5% in December, the
second consecutive monthly decline and the third in last four
months.

"The last few months of the index have represented a bit of a
plateau, but one with more 'down months' than 'up months," said
Moody's Senior Vice President Sally Gordon, coauthor of the
report.  "The asymmetry of the number of months when prices
increased or decreased is striking and clearly indicative of where
we are in the real estate cycle -- the beginnings of a downturn
after a long run-up in prices."

The 1.5% decline in December represented an acceleration over the
0.2% slip in November.  It was the fourth largest monthly drop in
the 84-month history of the Moody's/REAL CPPI.

One surprise in December was that the volume of the repeat sales
transactions that the Moody's/REAL CPPI measures remained robust
during the month, usually a sign of market strength.  In December
the Moody's/REAL CPPI captured 352 transactions totaling
$7.1 billion.

"Although December is often a more active month for transactions
as some borrowers and/or lenders are eager to close before the
year-end for one or another financial reason, the jump in volume
in December might turn out to be atypical before a softer pace
sets in," says Gordon.

Moody's/REAL Commercial Property Prices Indices are based on the
repeat sales of the same properties across the US at different
points in time.  Analyzing price changes measured in this way
provides maximum transparency and methodological rigor.  This
approach also circumvents the distortions that can occur with
other commercial property value measurements such as appraisals or
average prices, says Moody's.

The report also presents price changes based on different property
types and geographical regions, including the ten MSAs with the
most transactions.


* Moody's Sees Neg. Outlook for U.S. Gaming and Lodging Sectors
---------------------------------------------------------------
Moody's has lowered its outlooks for the U.S. Gaming and U.S.
Lodging and Cruise sectors to negative from stable, reflecting the
U.S. economic downturn and potential for recession.

"A decline in consumers' disposable income, combined with an
increase in the cost of travel, will likely result in lower
overall visitation and spending trends for consumer-based leisure
industries," said gaming analyst Keith Foley, VP/Senior Credit
Officer at Moody's.

Pressure on revenues will force casino operators to increase
promotional spending, which could negatively impact profitability
in the sector over the next 18-24 months, Foley said.

The US lodging and cruise industries are facing similar pressures,
according to Moody's analyst Peggy Holloway.

"Lodging and cruise companies continue to project positive
earnings growth in 2008, but Moody's expects the pace of growth to
slow as the year progresses, resulting in flat to modest earnings
growth," Holloway said.  Moody's expects to publish an industry
update on the lodging and cruise sectors in early March.

Many gaming markets, including Atlantic City and Connecticut --
two of the largest gaming markets with a long history of positive
growth trends -- are already experiencing declining growth rates
as a result of weak economic trends and heightened competition
arising from new and soon-to-be-opened expansions of casinos and
hotels.

"While most gaming markets performed well during the period of
economic weakness that followed the events of 9/11, the amount and
type of competition, along with the amount of investment needed to
compete effectively, have increased substantially since that
period.  As a result, the gaming sector is more vulnerable to
periods of economic weakness than it has been in the past," Foley
said.

Moody's also noted that the casino industry's geographic
diversification, often viewed as a hedge against regional and
local economic weakness, may not be as beneficial to gaming
issuers during a nationwide recession.  Further, most gaming
companies must continue to meet significant debt-service
requirements as the economic environment becomes more challenging.

Despite the negative outlook, Foley and Holloway noted that
Moody's is not expecting a "gloom and doom scenario" for the US
gaming, lodging and cruise sectors, and still believes the longer-
term popularity and demographic trends remain favorable.


* Moody's Says Fin'l Guarantors' Credit Risks Might Affect Banks
----------------------------------------------------------------
Moody's Investors Service commented that the deterioration in the
credit risk profiles of financial guarantors may have significant
implications for a relatively small number of banks and securities
firms.

In its new report, Moody's has updated its ongoing analysis on
guarantor exposures at global banks and securities firms.  The
report reviews the key information sets that Moody's analysts are
seeking from banks and securities firms regarding their financial
guarantor exposures, and how the rating agency is analyzing that
information for each type of exposure.

David Fanger, Moody's Chief Credit Officer for Financial
Institutions, emphasizes that banks' public disclosure about their
financial guarantor exposures is limited and Moody's analysis is
still underway.  "Moody's has not yet reached any definitive
conclusions about whether or not specific rating actions may be
required on banks or securities firms as a result of their
guarantor exposures," he states.

Analyzing the Risk of Loss

Moody's report divides the guarantor exposure at global banks and
securities firm into four broad categories: a) credit default
swaps (CDS) and derivatives; b) wrapped and direct exposures; c),
liquidity facilities and d) reputational exposure.

Moody's then points out that an important factor in its analysis
is the quality of the underlying assets on which financial
guarantors have provided a guarantee.  Nearly all of the
underlying assets were of investment-grade quality when they were
guaranteed.

In addition, the rating agency states that even if a Moody's-rated
financial guarantor is no longer rated Aaa, Moody's expects that
the firm would be able to perform on its guarantee and CDS
obligations, albeit with a lower level of confidence than that
implied by a Aaa rating.

Thus, Mr. Fanger adds, "the analysis of the risks for banks and
securities firms involves an assessment not only of the risk of
loss due to declines in the value of the guaranteed assets, but
also of the likelihood that a financial guarantor might still be
able to perform on its obligations -- even though it may no longer
be rated Aaa."

Source of Largest Potential Losses

Moody's believes that the largest potential losses which banks and
securities firms may face in the event of further deterioration or
downgrades of financial guarantors involve their holdings of CDS
on ABS CDOs purchased from financial guarantors as hedges.  "Our
initial assessment has identified CDS hedges with financial
guarantors on ABS CDOs totaling approximately $120 billion,"
Mr. Fanger said.  "These exposures are spread across approximately
20 different banks and securities firms."

"Downgrades of financial guarantors could certainly lead these
firms to increase counterparty reserves on such exposures, perhaps
by $7 to $10 billion in aggregate," the analyst concludes.  "But
should both the market value of the hedged securities and banks'
internal risk ratings for guarantors fall significantly lower than
they are today," he notes, "this could rise to as much as $20 or
$30 billion."  "We are currently evaluating the individual
exposures at each institution," Mr. Fanger said, "in order to
assess how these firms can absorb the additional counterparty
reserves that might be required."

According to Moody's, those banks holding securities backed by
Subprime, Alt-A, and 2nd Lien mortgage or home equity loans and
wrapped by financial guarantors may also face impairment.  But the
rating agency does not believe the impairment on those instruments
will be as severe.  "Nevertheless," Mr. Fanger notes, "since the
size of these holdings at individual banks is less clear, the
extent of these charges remains more uncertain."


* Moody's Says Failures in Auction Rate Markets May Press Ratings
-----------------------------------------------------------------
Moody's Investor's Service reports that while a prolonged
disruption in the auction rate securities market could have
negative ratings implications for some securities, the underlying
credit quality of most securities in the ARS market remains strong
in the short term.

Recent failures in the auction rate market have produced negative
intermediate-term ratings implications for student loan-backed
securitizations and negative long-term ratings implications for
certain public finance issuers.  Moody's also expects various
issuers to explore a wide range of alternatives to the ARS market
as a result of the changed conditions.

"The auction rate market has been severely disrupted in recent
days by the decisions of several broker-dealers to curtail and, in
some cases, withdraw their voluntary support in the form of
liquidity for auction rate securities," said Moody's Vice
President Henry Shilling, a co-author of the report.  "This has
been happening in spite of the fact that the underlying credit
quality of issuers remains strong in the short-term even as
interest expenses have spiked up."

Auction rate securities typically have a long-term nominal
maturity that can extend to 25 or 30 years but have interest rates
that are reset periodically.  According to the Moody's report,
roughly half of the estimated $328 billion market is made up of
tax-exempt (and some taxable) issues of state and local
governments, not-for-profit hospitals, colleges and universities.

"Many issuers can manage the higher interest rates they may have
to pay on their auction rate securities because interest expense
is not a high percentage of their operating costs," says William
Fitzpatrick, a Moody's vice president, and a co-author of the
report.  "But there may be some issuers with more narrow debt
service coverage that will experience rising budgetary stress if
the high rates persist for the medium or long term."

The auction rate market also includes an estimated $86 million of
securities backed by Federal Family Education Loan Program and
private student loans.  "If the Student Loan Auction Rate
Securities interest rates remain at the failed auction rate for a
sustained period of time, the ratings of student loan-backed
securitizations could be adversely affected," says report co-
author and Moody's Vice President Barbara Lambotte.  "Other note
holders, such as the holders of Libor notes issued out of a trust
that includes SLARS, are also exposed to this risk, as they
typically share one flow of funds with the SLARS."

The market also includes approximately $80 billion of preferred
stock and notes issued by closed-end funds.  "The credit quality
of securities issued by closed-end funds is not likely be
impaired," says Shilling.  "While market conditions remain
unsettled, the organization of closed-end funds and structural
protections established for preferred stock holders are expected,
in Moody's view, to continue to insulate investors against credit
deterioration in the preferred shares and other similar debt
obligations."


* S&P Lowers Ratings on 125 Tranches from 18 U.S. Hybrid CDOs
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 125
tranches from 18 U.S. cash flow and hybrid collateralized debt
obligation transactions.  Of the lowered ratings, 116 were removed
from CreditWatch with negative implications.  Additionally, S&P
affirmed one rating at 'AAA' and removed it from CreditWatch
negative.  The downgraded tranches have a total issuance amount of
$13.774 billion.  Seventeen of the affected transactions are
mezzanine structured finance CDOs of asset-backed securities,
which are CDOs of ABS collateralized in large part by mezzanine
tranches of residential mortgage-backed securities and other SF
securities.  One transaction is a high-grade CDO of ABS.

The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on subprime U.S.
RMBS securities, as well as changes Standard & Poor's has made to
the recovery rate and correlation assumptions it uses to assess
U.S. RMBS held within CDO collateral pools.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 1,680 tranches from 441 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS.  In addition, 2,202 ratings from 603 transactions
are currently on CreditWatch negative for the same reasons.  In
all, the affected CDO tranches represent an issuance amount of
$343.625 billion.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions, including CreditWatch placements,
when appropriate.  

                  Rating and Creditwatch Actions

                                                 Rating
                                                 ------
   Transaction                      Class     To        From
   -----------                      -----     --        -----
ACA ABS 2003-1 Ltd.                  A-M      BB-   AAA/Watch Neg
ACA ABS 2003-1 Ltd.                  A-R      BBB+  AAA/Watch Neg
ACA ABS 2003-1 Ltd.                  A-T      BBB+  AAA/Watch Neg
ACA ABS 2003-1 Ltd.                  B        CCC+  AA-/Watch Neg
ACA ABS 2003-1 Ltd.                  C        CC    BBB-/Watch Neg
ACA ABS 2003-1 Ltd.                  D        CC    B-/Watch Neg
Ballyrock ABS CDO 2007-1 Ltd.        A-1a     AAA   AAA/Watch Neg
Ballyrock ABS CDO 2007-1 Ltd.        A-1b     BBB   AAA/Watch Neg
Ballyrock ABS CDO 2007-1 Ltd.        A-2      BB-   AAA/Watch Neg
Ballyrock ABS CDO 2007-1 Ltd.        B        B-    AA/Watch Neg
Ballyrock ABS CDO 2007-1 Ltd.        C        CCC   A/Watch Neg
Ballyrock ABS CDO 2007-1 Ltd.        D        CC    BBB/Watch Neg
Ballyrock ABS CDO 2007-1 Ltd.        S        AA    AAA/Watch Neg
C-BASS CBO XVI Ltd                   A        BB+   AAA/Watch Neg
C-BASS CBO XVI Ltd                   B        BB    AA/Watch Neg
C-BASS CBO XVI Ltd                   C        CCC+  A/Watch Neg
C-BASS CBO XVI Ltd                   D        CCC-  BBB/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            A-1A     BB-   AAA/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            A-1B     CCC   AA+/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            A-2      CCC-  A+/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            B        CC    A-/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            C-1      CC    BB+/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            C-2      CC    BB-/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            D-1      CC    CCC+/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            D-2      CC    CCC/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            E        CC    CCC-/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            S        BBB   AAA/Watch Neg
Cetus ABS CDO 2006-3 Ltd.            X        CC    BB-/Watch Neg
Corona Borealis CDO Ltd              A-1A     A     AAA/Watch Neg
Corona Borealis CDO Ltd              A-1B     BB+   AAA/Watch Neg
Corona Borealis CDO Ltd              A-1C     BB-   AAA/Watch Neg
Corona Borealis CDO Ltd              A-2      B     AAA/Watch Neg
Corona Borealis CDO Ltd              B        CCC+  AA/Watch Neg
Corona Borealis CDO Ltd              C        CCC-  BBB+/Watch Neg
Corona Borealis CDO Ltd              D        CC    BBB-/Watch Neg
Corona Borealis CDO Ltd              S        B     AAA/Watch Neg
Euler ABS CDO I Ltd.                 A-1      A-    AAA/Watch Neg
Euler ABS CDO I Ltd.                 A-2      BB+   AAA/Watch Neg
Euler ABS CDO I Ltd.                 A-3      B     AAA/Watch Neg
Euler ABS CDO I Ltd.                 B        B-    AA/Watch Neg
Euler ABS CDO I Ltd.                 C        CCC+  AA-/Watch Neg
Euler ABS CDO I Ltd.                 D        CCC   A/Watch Neg
Euler ABS CDO I Ltd.                 E        CCC   A-/Watch Neg
Euler ABS CDO I Ltd.                 F        CCC-  BBB/Watch Neg
Euler ABS CDO I Ltd.                 G        CC    BBB-/Watch Neg
Euler ABS CDO I Ltd.                 H        CC    BB/Watch Neg
Fort Denison Funding Ltd.            A-1      BB-   A+/Watch Neg
Fort Denison Funding Ltd.            A-2a     CCC   A+/Watch Neg
Fort Denison Funding Ltd.            A-2b     CCC   A+/Watch Neg
Fort Denison Funding Ltd.            B        CC    BB/Watch Neg
Fort Denison Funding Ltd.            S        AA    AAA/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  A1-VF    B     AAA/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  A-2      CCC   AA+/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  B        CC    A-/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  C        CC    BBB-/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  D        CC    BB-/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  E        CC    B-/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  F        CC    CCC+/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd  G        CC    CCC/Watch Neg
Gulf Stream-Atlantic CDO 2007-1 Ltd Sub Notes CC    CCC-/Watch Neg
Hudson Mezzanine Funding 2006-2 Ltd  A-1      BB-   AAA/Watch Neg
Hudson Mezzanine Funding 2006-2 Ltd  A-2      B-    AAA/Watch Neg
Hudson Mezzanine Funding 2006-2 Ltd  B        CCC+  AA-/Watch Neg
Hudson Mezzanine Funding 2006-2 Ltd  C        CCC-  BBB+/Watch Neg
Hudson Mezzanine Funding 2006-2 Ltd  D        CC    B+/Watch Neg
Hudson Mezzanine Funding 2006-2 Ltd  E        CC    CCC/Watch Neg
Hudson Mezzanine Funding 2006-2 Ltd  S        AA    AAA/Watch Neg
Independence V CDO Ltd.              A-1      AA    AAA/Watch Neg
Independence V CDO Ltd.              A-2A     BB-   AA+/Watch Neg
Independence V CDO Ltd.              A-2B     BB-   AA+/Watch Neg
Independence V CDO Ltd.              B        CCC-  A/Watch Neg
Independence V CDO Ltd.              C        CC    BB-/Watch Neg
Independence V CDO Ltd.          Pref Shrs 1  CC    CCC+/Watch Neg
Independence V CDO Ltd.          Pref Shrs 2  CC    CCC+/Watch Neg
Ivy Lane CDO Ltd.                    A-1      BBB-  AAA/Watch Neg
Ivy Lane CDO Ltd.                    A-2      BB-   AAA/Watch Neg
Ivy Lane CDO Ltd.                    A-3      CCC+  AA/Watch Neg
Ivy Lane CDO Ltd.                    B        CC    BBB/Watch Neg
Ivy Lane CDO Ltd.                    C        CC    B-/Watch Neg
Ivy Lane CDO Ltd.                    S        BBB+  AAA/Watch Neg
Kleros Real Estate CDO II Ltd        A-1A     BB    AAA/Watch Neg
Kleros Real Estate CDO II Ltd        A-1B     CCC+  AA+/Watch Neg
Kleros Real Estate CDO II Ltd        A-2      CCC   A/Watch Neg
Kleros Real Estate CDO II Ltd        B        CCC-  BBB/Watch Neg
Kleros Real Estate CDO II Ltd        C        CC    BB+/Watch Neg
Kleros Real Estate CDO II Ltd        D        CC    B-/Watch Neg
Kleros Real Estate CDO II Ltd        E        CC    CCC/Watch Neg
Longridge ABS CDO I Ltd              A-1      B-    AAA/Watch Neg
Longridge ABS CDO I Ltd              A-2      CCC   AA-/Watch Neg
Longridge ABS CDO I Ltd              B        CC    BBB+/Watch Neg
Longridge ABS CDO I Ltd              C        CC    BB+/Watch Neg
Longridge ABS CDO I Ltd              D        CC    B+/Watch Neg
Longridge ABS CDO I Ltd              E        CC    B/Watch Neg
Longridge ABS CDO I Ltd              F        CC    CCC+/Watch Neg
Longridge ABS CDO I Ltd          UnfunSupSr   B-    AAA/Watch Neg
Orion 2006-2 Ltd.                    A-1A     B+    AAA/Watch Neg
Orion 2006-2 Ltd.                    A-1B     B     AAA/Watch Neg
Orion 2006-2 Ltd.                    A-2      CCC-  A-/Watch Neg
Orion 2006-2 Ltd.                    B-1      CC    BB/Watch Neg
Orion 2006-2 Ltd.                    B-2      CC    CCC+/Watch Neg
Orion 2006-2 Ltd.                    C-1      CC    CCC-/Watch Neg
Orion 2006-2 Ltd.                    S        B-    AAA/Watch Neg
Palmer Square 3 Ltd.                 A1-M     AA+   AAA
Palmer Square 3 Ltd.                 A1-Q     AA+   AAA
Palmer Square 3 Ltd.                 A2       A     AAA
Palmer Square 3 Ltd.                 A3       BB+   AAA
Palmer Square 3 Ltd.                 A4       B-    AAA
Palmer Square 3 Ltd.                 B        CCC   AA
Palmer Square 3 Ltd.                 C        CCC-  A
Palmer Square 3 Ltd.                 D        CC    BBB
Palmer Square 3 Ltd.                 X        AA+   AAA
South Coast Funding IX Ltd           A1A      AA    AAA/Watch Neg
South Coast Funding IX Ltd           A1B      B-    AA/Watch Neg
South Coast Funding IX Ltd           A2       CCC+  BBB+/Watch Neg
South Coast Funding IX Ltd           B        CCC-  CCC+/Watch Neg
Springdale CDO 2006-1 Ltd.           A-2      B-    AA/Watch Neg
Springdale CDO 2006-1 Ltd.           B        CCC-  BBB+/Watch Neg
Springdale CDO 2006-1 Ltd.           C        CC    BB+/Watch Neg
Springdale CDO 2006-1 Ltd.           D        CC    CCC/Watch Neg
Tallships Funding Ltd                A-1      BB    AAA/Watch Neg
Tallships Funding Ltd                A-2      B+    AA/Watch Neg
Tallships Funding Ltd                B        B-    A/Watch Neg
Tallships Funding Ltd                C        CCC   BBB/Watch Neg
Tallships Funding Ltd                D        CC    BB+/Watch Neg
Tallships Funding Ltd                Revolver A-    AAA/Watch Neg
Tallships Funding Ltd            UnfundedSS AA-srs AAAsrs/WatchNeg


                      Other Outstanding Ratings
  
        Transaction                     Class        Rating
        -----------                     -----        ------
        Orion 2006-2 Ltd.               C-2          CC
        Orion 2006-2 Ltd.               D-1          CC
        Orion 2006-2 Ltd.               D-2          CC
        Orion 2006-2 Ltd.               E            CC
        Orion 2006-2 Ltd.               X            CC
        South Coast Funding IX Ltd      C            CC
        South Coast Funding IX Ltd      D            CC
        South Coast Funding IX Ltd      E            CC
        South Coast Funding IX Ltd      F            CC
        Springdale CDO 2006-1 Ltd.      E            CC


*Chapter 11 Cases with Assets & Liabilities Below $1,000,000
------------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re The Video Game, Inc.
   Bankr. D. N.J. Case No. 08-12486
      Chapter 11 Petition filed February 12, 2008
         See http://bankrupt.com/misc/njb08-12486.pdf

In Re Palladium Arena, Inc.
   Bankr. N.D. Ga. Case No. 08-62696
      Chapter 11 Petition filed February 13, 2008
         See http://bankrupt.com/misc/ganb08-62696.pdf

In Re Mark S. Fremd
   Bankr. W.D. Penn. Case No. 08-20870
      Chapter 11 Petition filed February 13, 2008
         See http://bankrupt.com/misc/pawb08-20870.pdf

In Re Edward L. Young
   Bankr. W.D. Penn. Case No. 08-20875
      Chapter 11 Petition filed February 13, 2008
         See http://bankrupt.com/misc/pawb08-20875.pdf

In Re Ralac Corp., d.b.a. Quiznos Sub.
   Bankr. D. P.R. Case No. 08-00801
      Chapter 11 Petition filed February 13, 2008
         See http://bankrupt.com/misc/prb08-00801.pdf

In Re Paul R. Platner & Leslie A. Platner
   Bankr. E.D. Calif. Case No. 08-21665
      Chapter 11 Petition filed February 13, 2008
         Filed as Pro Se

In Re All Framing, L.L.C.
   Bankr. W.D. Wash. Case No. 08-10767
      Chapter 11 Petition filed February 13, 2008
         Filed as Pro Se

In Re Phoenix Development East Corp.
   Bankr. E.D. Wash. Case No. 08-00511
      Chapter 11 Petition filed February 13, 2008
         See http://bankrupt.com/misc/waeb08-00511.pdf

In Re Lilly & Johnson Enterprises, Inc., d.b.a. Creative Headlines
   Bankr. S.D. W.V. Case No. 08-50045
      Chapter 11 Petition filed February 13, 2008
         See http://bankrupt.com/misc/wvsb08-50045.pdf

In Re Daniel R. Hansen
   Bankr. C.D. Calif. Case No. 08-11950
      Chapter 11 Petition filed February 14, 2008
         See http://bankrupt.com/misc/cacb08-11950.pdf

In Re Design Associates, Inc.
   Bankr. E.D. La. Case No. 08-10281
      Chapter 11 Petition filed February 14, 2008
         See http://bankrupt.com/misc/laeb08-10281.pdf

In Re Cellular and Paging Plus, Inc.
   Bankr. E.D. Mich. Case No. 08-30542
      Chapter 11 Petition filed February 14, 2008
         See http://bankrupt.com/misc/mieb08-30542.pdf

In Re Northern Lights, Inc.
   Bankr. N.D. N.Y. Case No. 08-10380
      Chapter 11 Petition filed February 14, 2008
         See http://bankrupt.com/misc/nynb08-10380.pdf

In Re M.C.C. Proceeds, Inc.
   Bankr. S.D. N.Y. Case No. 08-10517
      Chapter 11 Petition filed February 14, 2008
         See http://bankrupt.com/misc/nysb08-10517.pdf

In Re Shartlesville Star, Inc.
   Bankr. E.D. Penn. Case No. 08-20305
      Chapter 11 Petition filed February 14, 2008
         See http://bankrupt.com/misc/paeb08-20305.pdf

In Re Robert M. Bradley
   Bankr. D. Mass. Case No. 08-11017
      Chapter 11 Petition filed February 14, 2008
         Filed as Pro Se

In Re Royalox International, Inc.
   Bankr. D. N.J. Case No. 08-12604
      Chapter 11 Petition filed February 14, 2008
         Filed as Pro Se

In Re Experimental Group Young People's Theater
   Bankr. N.D. Calif. Case No. 08-40701
      Chapter 11 Petition filed February 14, 2008
         Filed as Pro Se

In Re Rene Minneboo & Laura Jennifer Kainik
   Bankr. N.D. Calif. Case No. 08-40692
      Chapter 11 Petition filed February 14, 2008
         Filed as Pro Se

In Re 1040 Heights Boulevard, Inc.
   Bankr. S.D. Tex. Case No. 08-30986
      Chapter 11 Petition filed February 14, 2008
         See http://bankrupt.com/misc/txsb08-30986.pdf

In Re Michel T. Wehby, d.b.a. Wehby Brothers Construction
   Bankr. N.D. Ala. Case No. 08-00719
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/alnb08-00719.pdf

In Re Sang K. Chon & Kay Yeoun Chon, d.b.a. Village Music
   Bankr. N.D. Ga. Case No. 08-62806
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/ganb08-62806.pdf

In Re Longbranch Saloon Enterprises, Inc.
   Bankr. E.D. N.C. Case No. 08-01008
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/nceb08-01008.pdf

In Re Mario Mediana
   Bankr. D. Nev. Case No. 08-11328
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/nvb08-11328.pdf

In Re Jose Paloma
   Bankr. D. Nev. Case No. 08-11330
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/nvb08-11330.pdf

In Re 1337 Dixwell Financial, L.L.C.
   Bankr. D. Conn. Case No. 08-30458
      Chapter 11 Petition filed February 15, 2008
         Filed as Pro Se

In Re Green Acres Child Care Center, Inc.
   Bankr. M.D. Ga. Case No. 08-10224
      Chapter 11 Petition filed February 15, 2008
         Filed as Pro Se

In Re Three Real Estate Holding Co.
   Bankr. S.D. N.Y. Case No. 08-22214
      Chapter 11 Petition filed February 15, 2008
         Filed as Pro Se

In Re Woodlands International Real Estate, Inc.
   Bankr. D. N.J. Case No. 08-12764
      Chapter 11 Petition filed February 15, 2008
         Filed as Pro Se

In Re Donald M. Allan & Lori J. Allan
   Bankr. D. Del. Case No. 08-10301
      Chapter 11 Petition filed February 15, 2008
         Filed as Pro Se

In Re Brent W. Boatwright, d.b.a. B.&B. Construction, L.L.C.
   Bankr. D. S.C. Case No. 08-00925
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/scb08-00925.pdf

In Re Santus Healthcare Services, Inc.
   Bankr. S.D. Tex. Case No. 08-30985
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/txsb08-30985.pdf

In Re Joyce Suzanne Cayli, a.k.a. Joyce Suzanne Licurgo
   Bankr. E.D. Va. Case No. 08-10707
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/vaeb08-10707.pdf

In Re John MacGregor Elder
   Bankr. E.D. Va. Case No. 08-10713
      Chapter 11 Petition filed February 15, 2008
         See http://bankrupt.com/misc/vaeb08-10713.pdf

In Re Teil Fabricating & Machine Tool, L.L.C.
   Bankr. W.D. La. Case No. 08-10448
      Chapter 11 Petition filed February 18, 2008
         See http://bankrupt.com/misc/lawb08-10448.pdf

In Re Walker-Russell Farm, L.L.C.
   Bankr. D. Maine Case No. 08-20130
      Chapter 11 Petition filed February 18, 2008
         See http://bankrupt.com/misc/meb08-20130.pdf

In Re Premium Padding, L.L.C.
   Bankr. N.D. Miss. Case No. 08-10609
      Chapter 11 Petition filed February 18, 2008
         See http://bankrupt.com/misc/msnb08-10609.pdf

In Re Benjamin Eric Pittman
   Bankr. S.D. Miss. Case No. 08-00542
      Chapter 11 Petition filed February 18, 2008
         See http://bankrupt.com/misc/mssb08-00542.pdf

In Re Parmatic Filter Corp.
   Bankr. D. N.J. Case No. 08-12748
      Chapter 11 Petition filed February 18, 2008
         See http://bankrupt.com/misc/njb08-12748.pdf

In Re Tiberias, Inc.
   Bankr. C.D. Calif. Case No. 08-11674
      Chapter 11 Petition filed February 19, 2008
         See http://bankrupt.com/misc/cacb08-11674.pdf

In Re Digital Printing, Inc. d.b.a. American Color Labs
   Bankr. D. Colo. Case No. 08-11855
      Chapter 11 Petition filed February 19, 2008
         See http://bankrupt.com/misc/cob08-11855.pdf

In Re Integrated Structural Systems, Inc.
   Bankr. D. Md. Case No. 08-12231
      Chapter 11 Petition filed February 19, 2008
         See http://bankrupt.com/misc/mdb08-12231.pdf

In Re YancyJazz, L.L.P.
   Bankr. E.D. N.C. Case No. 08-01071
      Chapter 11 Petition filed February 19, 2008
         See http://bankrupt.com/misc/nceb08-01071.pdf

In Re Danny Pizzeria and Deli Restorante, Inc.,
a.k.a. Kola N. Dushaj, a.k.a. Kola Dushaj, a.k.a. Nick Dushaj
   Bankr. S.D. N.Y. Case No. 08-35282
      Chapter 11 Petition filed February 19, 2008
         Filed as Pro Se

                             *********

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.

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