TCR_Public/080422.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, April 22, 2008, Vol. 12, No. 95

                             Headlines

A21 INC: BDO Seidman Expresses Going Concern Doubt
ABENGOA BIOENERGY: Loan Buyout Cues S&P to Withdraw 'B-' Rating
AEGIS MORTGAGE: Fitch Downgrades Ratings on $342.1MM Certificates
ALASKA COMMS: Earns $120.4 Million in Fourth Quarter Ended Dec. 31
ALITALIA SPA: Air France-KLM Formally Withdraws Binding Offer

ALOHA AIRLINES: May Employ Sheppard Mullin as Labor Counsel
AMERICAN HOME: Fitch Junks Ratings on Three Certificate Classes
ARCAP 2003-1: Fitch Affirms 'BB' Rating on $24MM Class K Notes
ASARCO LLC: Six Affiliates File Separate Chapter 11 Petitions
ATC HEALTHCARE: Non-compliance Prompts Amex to Delist Securities

ATSI COMMUNICATIONS: January 31 Balance Sheet Upside-Down by $250K
BABS TRUSTS: Moody's Cuts Five Tranches' Ratings from RMBS Deal
BRAVO MORTGAGE: Moody's Cuts 10 Tranches' Ratings From 1 RMBS Deal
CAMPBELL RESOURCES: Posts $18.9 Mil. Net Loss for 2007
CAROL CHRISTA: Case Summary & 13 Largest Unsecured Creditors

CHEM RX: Moody's Changes Outlook to Negative; Holds 'B2' Rating
CHILDREN'S TRUST: Fitch Expects to Rate $47.377MM Bonds at BB
CIT GROUP: To Raise $1 Bil., Partly to Pay Interest on Notes
COGENTRIX ENERGY: Facility Cancellation Cues S&P to Withdraw Rtng.
CHRYSLER LLC: Calls Back Laid-Off Workers, Report Says

COMM 2005-C6: S&P Places Ratings Under Negative CreditWatch
CONSTAR INT'L: Dec. 31 Balance Sheet Upside-Down by $72.3 Million
CONTINENTAL AIRLINES: S&P Changes Outlook to Negative on Ratings
COPPER SANDS: Case Summary & Seven Largest Unsecured Creditors
CREDIT SUISSE: Fitch Rates $2.218MM Class Q Certificates at B-

CRIIMI MAE: Fitch Holds 'B-' Rating on $51.5 Million Certificates
CULLIGAN INT'L: S&P Cuts Rating to B- on Fin'l Performance Drop
CWABS TRUSTS: 572 Tranches Get Moody's Rating Cuts on Delinquency
CYTOCORE INC: Completes $5 Million Sale of Common Stocks
CHINA AOXING: Affiliate to Purchase LRT for $10.8 Million Cash

CYBERONICS INC: Settles Lawsuit on Default of $125 Million Notes
DANA CORP: Appoints Gary Convis as Chief Executive Officer
DAVID GAUSSOIN: Case Summary & Largest Unsecured Creditor
DELPHI CORP: Names Ronald Pirtle as President of Delphi Powertrain
DELTA FINANCIAL: Court Okays Totus & CNS Deals After HQ Wind-down

DELTA FINANCIAL: Insurers Say DFREC Suit Not Covered by Policies
DELTA FINANCIAL: Court Okays Stipulation Staying DFREC et al. Case
DELTA FINANCIAL: Court Sets Claims Bar Date May 5
DEVINE ENTERTAINMENT: Issues Financial Restatement for Fiscal 2006
DIABLO GRANDE: Taps FTI Consulting as Financial Advisor

DIAMOND GLASS: ACH Objects to Asset Sale Bidding Procedures
DIOMED HOLDINGS: Amex Delists Securities Effective April 28, 2008
DR ENTERTAINMENT: Voluntary Chapter 11 Case Summary
DRAGON PHARMACEUTICAL: Ernst & Young Expresses Going Concern Doubt
ENCORE CREDIT: High Delinquencies Cues Moody's Rating Downgrades

ENERGY XXI: S&P Holds 'CCC+' Rating and Revises Outlook to Pos.
EPICEPT CORP: Gets Delisting Notice From Nasdaq For Non-compliance
EDWARD REDFERN: Case Summary & 19 Largest Unsecured Creditors
FBR SECURITIZATION: Moody's Downgrades Ratings on 31 Tranches
FEDERAL-MOGUL: Asbestos Trust Wants Pneumo Claims Holders Barred

FIRST NATIONAL: Files Chapter 7 after Massive Workforce Layoff
FIRST CHICAGO: Fitch Affirms 'CCC' Rating on $18.4MM Certificates
FOREVERGREEN WORLD: Chisholm Bierwolf Raises Going Concern Doubt
FREMONT GENERAL: Unit Elects Four Members to Board of Directors
FREMONT GENERAL: Moody's Cuts Ratings to 'C' on Sr. Notes Default

FRONTIER AIRLINES: CEO Says Credit Card Companies Worried
FUSION TELECOM: Rothstein Kass Expresses Going Concern Doubt
FREEDOM STORES: Voluntary Chapter 11 Case Summary
GEORGE SHEFFER: Case Summary & 14 Largest Unsecured Creditors
GOLDMAN SACHS: 214 Tranches Get Moody's Rating Cuts on Delinquency

GREENS WORLDWIDE: Default in Florida Civil Case Set Aside
GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings
GTM HOLDINGS: Fin'l Covenant Concerns Cue S&P to Cut Rating to B-
GO WEST: Voluntary Chapter 11 Case Summary
HM OF TOPEKA: Case Summary & Four Largest Unsecured Creditors

HORIZON LINES: Subpoena Does Not Affect S&P's 'BB-' Rating
HOUSE OF TAYLOR: 8-K Filing Delay Cues Nasdaq's Delisting Notice
I2 TELECOM: Freedman & Goldberg Expresses Going Concern Doubt
IAJE: Board Votes for Filing of Chapter 7 in Kansas
INTERNATIONAL FUEL: BDO Seidman Expresses Going Concern Doubt

IWT TESORO: Unable to File Form 10-K Due to Bankruptcy
IZAD DJAHANSHAHI: Case Summary & Eight Largest Unsecured Creditors
JAMES HARDIE: Dutch Parent to Liquidate; Transfers HQ to U.S.
JEROME WASHAWSKY: Case Summary & Eight Largest Unsecured Creditors
KELLWOOD CO: NJF Investment Declares 4.8% Securities Ownership

KINETIC CONCEPTS: Moody's Puts Ba1 Rating on Proposed $1.3BB Loan
LANDSOURCE COMMUNITIES: In Lender Talks on Missed Debt Payments
LASALLE COMMERCIAL: Increased Loans Cue Fitch to Chip Ratings
LAWRENCE SALANDER: Judge Morris Converts Case to Chapter 7
LENNAR CORP: Venture Unit in Lender Talks on Missed Payments

LNR CDO: Fitch Holds 'B+' Rating on $54 Million Class H Certs.
LNR CDO: Fitch Affirms 'BB' Rating on $43.478MM Class J Certs.
LODGENET INTERACTIVE: Reports Preliminary 2008 1st Quarter Results
LPATH INC: LevitZacks Expresses Going Concern Doubt
MARCAL PAPER: Wants Settlement Pact With New Jersey Approved

MASONITE INT'L: S&P Puts 'B' Corp. Credit Rating Under Neg. Watch
MASTR TRUSTS: Worse Performance Cues Moody's 10 Rating Downgrades
MAXIM HIGH II: Moody's Junks Rating on $500 Mil. Notes From 'A2'
MAXIM HIGH I: Poor Credit Quality Cues Moody's Rating Downgrades
MENDOZA DEVELOPMENT: Case Summary & 26 Largest Unsecured Creditors

MERITAGE MORTGAGE: Nine Tranches Get Moody's Rating Downgrades
MONEYGRAM INT'L: Moody's Keeps 'B1' Rating on Experienced Losses
MORGAN STANLEY: Fitch Holds Low-B Ratings on Three Cert. Classes
MORGAN STANLEY: Moody's Downgrades Ratings on 241 Tranches
MORGAN STANLEY: Fitch Holds 'B+' Rating on $98.2MM Class F Certs.

NATIONAL CITY: Raising $7 Bil. Equity to Strengthen Capital Base
NEUMANN HOMES: Selling Assets in Two Developments to RBC
NEUMANN HOMES: Seeks $400,000 Loans From Guaranty Bank & IndyMac
NEW CENTURY: IRS et al. Balk at Amended Liquidation Plan
NEXTMEDIA OPERATING: Moody's Junks Probability of Default Rating

OCTANS CDO: Trustee's Notice Cues S&P to Lowers Nine Ratings
PAMELA JEFFERS: Voluntary Chapter 11 Case Summary
PARKVIEW CARE: Case Summary & 20 Largest Unsecured Creditors
PHILADELPHIA SCHOOL: Moody's Gives 'Ba2' Rating on $254.89MM Bonds
PNM RESOURCES: S&P Chips Corp. Credit Rating to BB+ from BBB-

POTLATCH CORP: Potential Spin-Off May Reflect Pos. Fitch Ratings
PRB ENERGY: Sustained Losses Cues Amex' Delisting Procedures
PUTNAM STRUCTURED: Moody's Junks Rating on $33.5 Mil. Pref. Shares
QMED INC: Nasdaq Warning on Shareholder Requirement Non-compliance
QMED INC: Posts $999,184 Net Loss in First Quarter Ended Feb. 29

RADNET INC: December 31 Balance Sheet Upside-Down by $69 Million
RADNOR HOLDINGS: Wells Fargo Opposes Disclosure Statement
RANDALL SLAVIN: Case Summary & 7 Largest Unsecured Creditors
REDENVELOPE INC: Signs Asset Purchase Deal With Creative Catalogs
RENAISSANCE HOME: 61 Tranches Acquire Moody's Rating Downgrades

RESMAE RMBS: Higher Delinquencies Spurs Moody's Nine Rating Cuts
RICHARD O'DONNELL: Case Summary & 20 Largest Unsecured Creditors
ROCKFORD PACKAGING: Voluntary Chapter 11 Case Summary
SAGINAW INDUSTRIAL: Case Summary & Six Largest Unsecured Creditors
SALANDER-O'REILLY: Owners' Bankruptcy Case Converted to Chapter 7

SARM TRUSTS: Moody's Cuts 39 Tranches' Ratings From 10 Alt-A Deals
SHAW GROUP: Organic Growth Spurs Moody's Rating Upgrades to 'Ba1'
SIRVA INC: Committee Allowed to Hire BDO as Accountant & Advisor
SIRVA INC: Committee Allowed to Retain Pachulski Stang as Counsel
SIRVA INC: Committee Allowed to Hire TRN as Investment Banker

SMART ENERGY: Chisholm Bierwolf Expresses Going Concern Opinion
SMURFIT-STONE: To Buy Controlling Interest in Calpine Corrugated
SOBEYS INC: S&P Retains 'BB+' Ratings on Three Note Classes
SOLUTIA INC: Court Approves Settlement Pact with Air Liquide
SOLUTIA INC: Nitro Residents File $267,745 Tort Claims

SOLUTIA INC: Court OKs Payment of $197 Million to Professionals
SOLUTIA INC: EOI Eyes Acquisition of Queeny Plant for $1 Million
STEAKHOUSE PARTNERS: Mayer Hoffman Expresses Going Concern Doubt
STURGIS IRON: Wants Court to Approve Sale Bidding Procedures
TELKONET INC: Operating Losses Prompt Going Concern Opinion

THINKENGINE NETWORKS: Amex Delists Company on History of Losses
TOUSA INC: Period to Remove Civil Actions Extended to July 27
TOUSA HOMES: Seeks Court Approval of GMAC "Lease" Case Settlement
TOUSA INC: Suncoast May Assert Liens Against Tampa Bay Project
TOUSA INC: BoF Could Begin Foreclosure Action on Fla. Property

TOUSA INC: Court Amends Order Approving Lazard Employment
UAL CORP: Worse Earnings Prompt S&P to Revise Outlook to Negative
UPA GROUP: Case Summary & 35 Largest Unsecured Creditors
U.S. ENERGY: Wants Until July 8 To File Chapter 11 Plan
VALLEJO CITY: Has Until Today to Submit Long-term Financial Plan

WACHOVIA MORTGAGE: S&P Junks Ratings on Two Certificate Classes
WAYTRONX INC: Webb & Company Raises Substantial Doubt
WHX CORP: Dec. 31 Balance Sheet Upside-Down by $69.5 Million
WINDON COUNTRY: Voluntary Chapter 11 Case Summary
WOLVERINE TUBE: Posts $97 Million Net Loss in Year Ended Dec. 31

WORK ZONE: Case Summary & 15 Largest Unsecured Creditors
WRK IDAHO: Voluntary Chapter 11 Case Summary
XERIUM TECH: Ernst & Young Expresses Going Concern Doubt
ZIFF DAVIS: Files First Amended Disclosure Statement
ZIFF DAVIS: Asks Court to Approve Amended Disclosure Statement

ZIFF DAVIS: Wants Confirmation Hearing Rescheduled to June 11

* Moody's Says Delta-NWA Deal May Affect Airport Credit Outlook
* Moody's Reports Risks on Securities Lending for Life Insurers
* S&P Downgrades 41 Tranches' Ratings From 11 Cash Flows and CDOs
* S&P Ratings Tumbles to 'D' on 82 Classes from 78 RMBS Deals
* S&P Says Market Continued to Reprice Risk in 1st Quarter of 2008

* Kevin Kuby Joins Alvarez & Marsal as Firm's Senior Director
* Cooley Selected to Advise in Several Major Retail Insolvencies

* Large Companies with Insolvent Balance Sheets

                             *********

A21 INC: BDO Seidman Expresses Going Concern Doubt
--------------------------------------------------
BDO Seidman, LLP, raised substantial doubt on the ability of a21,
Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditing firm pointed to the company's recurring losses from
operations and net capital deficiency.

In an effort to improve its operational efficiency, on Sept. 12,
2007, the company consolidated the support positions at its
ArtSelect unit in Fairfield, Iowa, into its Jacksonville, Florida  
headquarters.  In addition, its SuperStock, Inc., subsidiary was
reorganized to support the company's growth initiatives.  The
restructuring resulted in a net reduction of 18 positions.  On
Jan. 31, 2008, the company entered into a waiver agreement with
the holders of a majority of the outstanding principal amount of
the Secured Convertible Notes, to waive quarterly cash interest
payments until Mar. 31, 2008.  At Dec. 31, 2007, the company had
cash of $2,100,000 and working capital of $1,500,000.  However,
the company stated that there are no assurances that these changes
will result in the expected improvements.

At Dec. 31, 2007, the company had an accumulated deficit of
$28,000,000.

The company posted a net loss of $4,675,000 on total revenues of
$23,306,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $9,101,000 on total revenues of $19,633,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $30,121,000
in total assets and $30,366,000 in total liabilities, resulting in
$1,316,000 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2a85

                        About a21 Inc

Based in Jacksonville, Fla., a21 Inc.(OTC BB: ATWO) --
http://www.a21group.com/-- is a leading online digital content  
company.  Through SuperStock and ArtSelect, a21 delivers high
quality images, art framing, and exceptional customer service.


ABENGOA BIOENERGY: Loan Buyout Cues S&P to Withdraw 'B-' Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' issue rating
on Abengoa Bioenergy of Nebraska LLC's $90 million senior secured
bank loan due 2013.  S&P withdrew the rating at the issuer's
request following the company's buyout of the lenders' interest in
the loan.
     
Abengoa Bioenergy owns and operates an 88 million gallon per year
ethanol facility in Ravenna, Nebraska.


AEGIS MORTGAGE: Fitch Downgrades Ratings on $342.1MM Certificates
-----------------------------------------------------------------
Fitch Ratings has taken rating actions on Aegis mortgage pass-
through certificates.  Affirmations total $111.3 million and
downgrades total $342.1 million.  Additionally, $76.4 million was
placed on Rating Watch Negative.  Break Loss percentages and Loss
Coverage Ratios for each class are included with the rating
actions as:

Aegis 2005-2
  -- $19.9 million class IA2 affirmed at 'AAA',
     (BL: 97.74, LCR: 2.21);

  -- $25.5 million class IA3 rated 'AAA', placed on Rating Watch
     Negative (BL: 84.90, LCR: 1.92);

  -- $40.2 million class IIA1 affirmed at 'AAA',
     (BL: 90.39, LCR: 2.05);

  -- $10.0 million class IIA2 rated 'AAA', placed on Rating Watch
     Negative (BL: 84.79, LCR: 1.92);

  -- $38.5 million class M1 downgraded to 'A' from 'AA+'
     (BL: 72.04, LCR: 1.63);

  -- $34.0 million class M2 downgraded to 'BB' from 'AA'
     (BL: 60.02, LCR: 1.36);

  -- $21.0 million class M3 downgraded to 'B' from 'AA-'
     (BL: 52.46, LCR: 1.19);

  -- $18.5 million class M4 downgraded to 'B' from 'A+'
     (BL: 45.86, LCR: 1.04);

  -- $18.0 million class M5 downgraded to 'CCC' from 'A'
     (BL: 39.39, LCR: 0.89);

  -- $16.5 million class M6 downgraded to 'CCC' from 'A-'
     (BL: 33.40, LCR: 0.76);

  -- $15.0 million class B1 downgraded to 'CC/DR6' from 'BBB+'
     (BL: 27.88, LCR: 0.63);

  -- $14.0 million class B2 downgraded to 'CC/DR6' from 'BBB',
     removed from Rating Watch (BL: 22.67, LCR: 0.51).

Deal Summary
  -- Originators: Aegis
  -- 60+ day Delinquency: 48.54%
  -- Realized Losses to date (% of Original Balance): 3.35%
  -- Expected Remaining Losses (% of Current balance): 44.15%
  -- Cumulative Expected Losses (% of Original Balance): 16.51%

Aegis 2005-3
  -- $51.2 million class A2 affirmed at 'AAA',
     (BL: 93.43, LCR: 2.07);

  -- $40.9 million class A3 rated 'AAA', placed on Rating Watch
     Negative (BL: 80.55, LCR: 1.78);

  -- $34.0 million class M1 downgraded to 'A' from 'AA+'
     (BL: 67.79, LCR: 1.5);

  -- $30.2 million class M2 downgraded to 'BB' from 'AA'
     (BL: 56.44, LCR: 1.25);

  -- $19.1 million class M3 downgraded to 'B' from 'AA-'
     (BL: 49.14, LCR: 1.09);

  -- $17.4 million class M4 downgraded to 'CCC' from 'A+'
     (BL: 42.54, LCR: 0.94);

  -- $15.7 million class M5 downgraded to 'CCC' from 'A'
     (BL: 36.59, LCR: 0.81);

  -- $15.7 million class M6 downgraded to 'CC/DR6' from 'A-'
     (BL: 30.60, LCR: 0.68);

  -- $13.6 million class B1 downgraded to 'CC/DR6' from 'BBB+'
     (BL: 25.33, LCR: 0.56);

  -- $11.5 million class B2 downgraded to 'C/DR6' from 'BBB-'
     (BL: 20.96, LCR: 0.46);

  -- $9.4 million class B3 downgraded to 'C/DR6' from 'BB'
     (BL: 17.69, LCR: 0.39).

Deal Summary
  -- Originators: Aegis
  -- 60+ day Delinquency: 44.62%
  -- Realized Losses to date (% of Original Balance): 3.36%
  -- Expected Remaining Losses (% of Current balance): 45.24%
  -- Cumulative Expected Losses (% of Original Balance): 17.88%

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 2005 with regard to continued poor loan performance and
home price weakness.


ALASKA COMMS: Earns $120.4 Million in Fourth Quarter Ended Dec. 31
------------------------------------------------------------------
Alaska Communications Systems Group Inc. reported net income of
$120.4 million for the fourth quarter ended Dec. 31, 2007,
compared to net income of $4.2 million during the fourth quarter
of 2006. Fourth quarter 2007 benefited from a one time net tax
gain of $111.2 million.

Revenues were $99.1 million, a 7.9 percent increase over fourth
quarter 2006 revenues of $91.9 million.

EBITDA was $34.0 million, an increase of 7.9 percent, compared to
$31.5 million for the year ago period.

Operating income of $15.0 million was up 27.8 percent from
$11.8 million in the prior year.
    
Net cash provided by operating activities of $26.6 million was in
line with the prior year performance of $26.7 million.

                      Management's Comments

Liane Pelletier, ACS president and chief executive officer,
stated, "Our 2007 performance represents the third consecutive
year in which we exceeded revenue and EBITDA targets.  Wireless
would be offset by a commensurate change in the Company's
valuation allowance against its deferred tax assets.revenue, now
36 percent of company revenues, benefited from revenue growth of
19 percent and lower churn.  Wireline revenue also grew, at an
overall rate of 6 percent, and 45 percent within the enterprise
segment; this growth establishes an important track record and
contributes meaningfully to our plans for long term value creation
in the $200 million Alaska enterprise market."

David Wilson, ACS senior vice president and chief financial
officer, said, "Solid execution against our strategic plan
continues to drive expansion in shareholder cash flow, with
$104.9 million of cash generated from operating activities in
2007, up 14.3 percent over the prior year.  Our operating
performance in 2007 also benefited from higher than run rate
wireline network access revenue which benefited from favorable
carrier settlements and $6.5 million in regulatory agency
settlements."

"We remain comfortably positioned to fund our long haul fiber
investment having closed the quarter with $36.0 million in
unrestricted cash and short term investments, down only $900,000
million in a year where we invested $21.6 million in our growth
capex program and delevered by $5.1 million; full access to our
$45 million revolver; a net debt to EBITDA leverage ratio of only
2.9 times; and an expected dividend payout ratio, inclusive of
$6.0M in estimated launch costs for AKORN, of less than 70
percent," noted Wilson.

                Twelve Months Ended Dec. 31, 2007

Total revenues were $385.8 million, which represented a
10.6 percent increase over 2006 revenues of $348.7 million.
    
Net income for 2007 was $144.1 million, as compared to a net
income of $13.3 million in 2006.  Net income benefited from a one-
time, non-cash, income tax benefit of $111.2 million arising from
the release of the company's valuation reserve for its deferred
tax asset.

Net cash provided by operating activities for 2007 was
$104.9 million as compared to $91.8 million in 2006.

EBITDA for 2007 was $138.1 million, an increase of 14.0 percent
from $121.2 million in 2006.  2007 performance benefited from
network access revenue that management estimates was $10 million
higher than long term trends and $700,000  of out-of-period CETC
revenue received in the first quarter.

Investment in construction and capital investments, net of
capitalized interest, totaled $60.9 million, comprising
maintenance capital spend of $39.3 million; and investments in
growth capital expenditures of $21.6 million.

                 Restatement of Financial Results

The financial results presented for the periods ended Dec. 31,
2006 have been restated.

As reported by the Troubled Company Reporter on February 28, 2008,
the company said that in the course of its 2007 annual review of
financial results and application of financial controls,
management identified errors in the company's previously reported
depreciation expense for fiscal years 2006 and 2007.  Accordingly,
the company said it expects the restatement of its 2006 and 2007
financial results.  The company expects no significant changes to
previously reported revenues, EBITDA or cash flows; however,
previously reported depreciation expense and net income will
change.

In its regulatory filing with the Securities and Exchange
Commission, the company identified errors in its previously
reported depreciation expense for fiscal year 2006 and the first
three fiscal quarters of 2007.  Certain groups of assets employed
in the company's intrastate operations are depreciated over
extended lives as required by state regulations, giving rise to
"regulatory assets".  

As the result of a programmatic error, the company incorrectly
ceased to depreciate those regulatory assets prior to their
becoming fully depreciated.  The company recorded additional
depreciation charges and a corresponding reduction of its
regulatory asset of $5.8 million for the year ended Dec. 31, 2006,
and $5.2 million for the nine months ended Sept. 30, 2007.

As part of the restatement, the company also made adjustments to
the four quarterly interim periods in 2006 and the first three
interim periods in 2007 to correct errors identified which were
not material to the company's financial statements for the
respective periods, either individually or in the aggregate.

Adjustments included:

   i) the recording of additional wireline access revenue of
      $3.1 million in the first nine months of 2007.  The
      adjustment was made pursuant to a true up of cost studies
      performed at year end using actual results rather than
      preliminary budget information used during the year;

  ii) the capitalization of interest expense on funds used during
      construction of $625,000 in first three quarters of 2007 and
      $658,000 for the four quarterly periods in 2006; and

iii) a reduction of wireline revenue related to the non-
      elimination of accrued intercompany revenue that had the
      effect of overstating quarterly revenues by $446,000 in the
      first three quarters of 2007 and $615,000 for the four     
      quarterly periods in 2006.

          Effect on Taxes of Restated Financial Results

There is no difference between the gross adjustments arising out
of the restatement and the net effect of such adjustments after
taxes.  The company, during all restated reporting periods,
maintained a full valuation allowance against its net deferred tax
assets.  Thus, any incremental change in taxable income arising
out of the restatement would be offset by a commensurate change in
the company's valuation allowance against its deferred tax assets.

                 Liquidity and Capital Resources

At Dec. 31, 2007, the company had approximately $39.8 million in
net working capital, approximately $35.2 million in cash and cash
equivalents; $800,000 in short-term investments; and $2.6 million
in restricted cash.  As of Dec, 31, 2007, the company had $45.0
million of remaining capacity under its revolving credit facility,
representing 100% of available capacity.

Subsequent to Dec. 31, 2007, the company invested excess cash in
auction rate securities.  Recent uncertainties in the credit
markets have resulted in failed auctions for the company's entire
existing portfolio of auction rate securities of $4.5 million.
These investments are no longer currently liquid.

As of Dec. 31 2007, total long-term obligations outstanding were
$433.0 million consisting of a $427.9 million draw from the
company's $472.9 million 2005 senior credit facility which has an
un-drawn revolving credit facility of $45.0 million; and
$5.1 million in finance lease obligations.  

The company also entered into floating-to-fixed interest rate
swaps with total notional amounts of approximately $135.0 million,
$85.0 million, $40.0 million, $115.0 million and $52.9 million
which swap the floating interest rate on the entire term loan
borrowings under the 2005 senior credit facility for a further two
to four years at a fixed rate of 5.88%, 6.25%, 6.18%, 6.71% and
6.75%, per year, respectively, inclusive of the 1.75% premium over
LIBOR.  The swaps are accounted for as cash flow hedges.

                          Balance Sheet

At Dec. 31, 2007, the company's consolidated balance sheet showed
$663.2 million in total assets, $589.2 million in total
liabilities, and $74.0 million in total stockholders' equity.

Alaska Communications reported $562,321,000 in total assets and
$587,010,000 in total liabilities, reflecting a $24,689,000
stockholders' deficit, as of December 31, 2006.
          
Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ad9

                   About Alaska Communications

Based in Anchorage, Alaska, Alaska Communications Systems Group
Inc. (Nasdaq: ALSK) -- http://www.alsk.com/-- provides broadband  
and other wireline and wireless solutions to Enterprise, Carrier
and mass market customers in Alaska.  The ACS wireline operations
include the state's most advanced data networks and, to be
launched in early 2009, the only diverse undersea fiber optic
system connecting Alaska to the contiguous United States.


ALITALIA SPA: Air France-KLM Formally Withdraws Binding Offer
-------------------------------------------------------------
Air France-KLM SA has formally withdrawn its binding offer to
acquire the Italian government's 49.9% stake in Alitalia S.p.A.,
Chris Staiti and Andrew Davis write for Bloomberg News.

According to Air France, the report adds, the agreement disclosed
last March 14 was "no longer valid" since the conditions that
needed to be met "were not fulfilled."

Air France, Alitalia and its unions expressed willingness to
resume sale negotiations, which was stalled after the parties
failed to reach an agreement on the French carrier's offer.  

Air France CEO Jean Cyril Spinetta said the airline will not
submit a new offer, stressing that the amended plans presented to
unions during the negotiations was the only one that would enable
Alitalia to return to profitability within a short time.

Alitalia chairman Aristide Police had recommended the resumption
of negotiations between the parties.

Prime Minister-elect Silvio Berlusconi had said he might accept an
acquisition of Alitalia by Air France through a tie-up between the
carriers.  Mr. Berlusconi said Alitalia could be a part of a
"three-way  merger of equals," referring to becoming a possible
third carrier to the merger of Air France and KLM Royal Dutch
Airlines.  

                         Bridging Loan

Gianni Letta, an adviser to Mr. Berlusconi, and nephew Enrico,
undersecretary to current Prime Minister Enrico Prodi, have agreed
to press for a EUR150 million emergency bridging loan for
Alitalia, Bloomberg News relates.  They also agreed to work on a
joint strategy to sell Alitalia before its cash runs out.

As of March 31, 2008, Alitalia had EUR170 million in cash and
credits available to finance its operations.  The government had
pledged to grant Alitalia a EUR300 million bridging loan if the
sale of its 49.9% stake to Air France pushes through.

The Italian carrier said in January 2008 that it needs to raise
EUR750 million in fresh funds in the first half of the year to
remain at "adequate operating levels."

                        Italian Bidders

AirOne S.p.A., banks led by Intesa Sanpaolo S.p.A. and Italian
businessmen led by Mr. Berlusconi adviser Bruno Ermolli may form a
group to bid for Alitalia, Bloomberg News says, citing an
unsourced Il Messaggero report.

According to Il Messaggero, AirOne will own 40% of the bidding
vehicle, the banks will control 40% and Mr. Bruno's group will
hold 20%.

Mr. Berluconi has been insisting that an Italian consortium will
present a binding offer for Italy's 49.9% stake in Alitalia in
less than a month.

                         About Alitalia

Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for
passengers and air transport of cargo on national, international
and inter-continental routes.  The Italian government owns 49.9%
of Alitalia.  The company has operations in Argentina.

Despite a EUR1.4 billion state-backed restructuring in 1997,
Alitalia posted net losses of EUR256 million and EUR907 million
in 2000 and 2001 respectively.  Alitalia posted EUR93 million in
net profits in 2002 after a EUR1.4 billion capital injection.
The carrier booked annual net losses of EUR520 million in 2003,
EUR813 million in 2004, EUR168 million in 2005, and
EUR625.6 million in 2006.

Italian Finance Minister Tommaso Padoa-Schioppa had said that if
the sale to Air France fails, Alitalia may seek protection from
creditors and the government would appoint a special
commissioner to initiate bankruptcy proceedings.  

Alitalia operates flights to U.S. cities of New York, Boston,
Chicago and Miami.  Alitalia also operates flights to other
U.S. destinations in partnership with other carriers.


ALOHA AIRLINES: May Employ Sheppard Mullin as Labor Counsel
-----------------------------------------------------------
The United States Bankruptcy Court for the District of Hawaii
granted Aloha Airlines Inc. and its debtor-affiliates authority to
employ Sheppard Mullin Richter & Hampton LLP as their special
labor, employment and employee benefits counsel, nunc pro tunc to
the petition date.

The employment of Sheppard Mullin is necessary as the Debtors
require the assistance of special labor counsel to represent them
in connection with labor and employment law matters.

Sheldon M. Kline, Esq., a partner at Sheppart Mullin, told the
Court that the firm neither holds or represents any interest
adverse to the Debtors and their estates and that the firm is a
"disinterested person" as that term is defined in Section 101(14)
of the bankruptcy code.

Sheppard Mullin will charge for its services on an hourly basis in
accordance with its its ordinary and customary hourly rates in
effect on the date services are rendered.  

                      About Aloha Airlines

Based in Honolulu, Hawaii, Aloha Airgroup Inc., Aloha Airlines
Inc. -- http://www.alohaairlines.com/-- and its affiliates are       
carriers that fly passengers and freight to Hawaii's five major
airports, as well as to half a dozen destinations in the western
U.S.  They operate a fleet of about 20 aircraft, all Boeing 737s,
including three configured as freighters.

This is the airline's second bankruptcy filing.  Aloha filed for
Chapter 11 protection on Dec. 30, 2004 (Bankr. D. Hawaii Case No.
04-03063), and emerged from Chapter 11 bankruptcy protection in
February 2006.

The company and its affiliates filed again for Chapter 11
protection on March 18, 2008 (Bankr. D. Hawaii Lead Case No. 08-
00337).  Brian G. Rich, Esq., Jordi Guso, Esq., and Paul Steven
Singerman, Esq., at Berger Singerman P.A., and David C. Farmer,
Esq., represent the Debtors in their restructuring efforts.  When
the Debtors filed for protection from their creditors, they listed
estimated assets and debts of $100 million to $500 million.


AMERICAN HOME: Fitch Junks Ratings on Three Certificate Classes
---------------------------------------------------------------
Fitch Ratings has taken rating actions on 1 American Home mortgage
pass-through certificate.  Affirmations total $46.2 million and
downgrades total $17.3 million.  Additionally, $6.1 million was
placed on Rating Watch Negative.

American Home Mortgage Investment Trust 2005-SD1 Group 1
  -- $19.5 million class I-A1 affirmed at 'AAA';
  -- $2.4 million class I-M1 affirmed at 'AA';
  -- $1.1 million class I-M2 downgraded to 'BBB' from 'A';
  -- $0.9 million class I-M3 downgraded to 'B' from 'BBB';
  -- $1.2 million class I-M4 downgraded to 'CC/DR3' from 'BB'.

Deal Summary
  -- Originators: American Home
  -- 60+ day Delinquency: 10.85%
  -- Realized Losses to date (% of Original Balance): 0.21%

American Home Mortgage Investment Trust 2005-SD1 Group 2
  -- $17.1 million class II-A1 affirmed at 'AAA';
  -- $7.2 million class II-M1 affirmed at 'AA';
  -- $6.1 million class II-M2 downgraded to 'BBB' from 'A' and
     placed on Rating Watch Negative;

  -- $5.5 million class II-M3 downgraded to 'C/DR4' from 'BBB-';
  -- $2.4 million class II-M4 downgraded to 'C/DR6' from 'B';
  -- Class II-M5 remains at 'C/DR6'.

Deal Summary
  -- Originators: American Home
  -- 60+ day Delinquency: 7.44%
  -- Realized Losses to date (% of Original Balance): 14.55%


ARCAP 2003-1: Fitch Affirms 'BB' Rating on $24MM Class K Notes
--------------------------------------------------------------
Fitch Ratings has upgraded one and affirmed nine classes of notes
issued by ARCap 2003-1 Resecuritization, Inc. as:

  -- $54.8 million class A notes affirmed at 'AAA';
  -- $36 million class B notes affirmed at 'AAA';
  -- $20.5 million class C notes affirmed at 'AAA';
  -- $15.4 million class D notes upgraded to 'AAA' from 'AA+';
  -- $36.1 million class E notes affirmed at 'AA';
  -- $13 million class F notes affirmed at 'A';
  -- $45 million class G notes affirmed at 'A';
  -- $9 million class H notes affirmed at 'A-';
  -- $28 million class J notes affirmed at 'BBB';
  -- $24 million class K notes affirmed at 'BB'.

Fitch does not rate class L.

The current credit enhancement to the rated classes in relation to
the credit quality of the remaining collateral warrants the
upgrade.

ARCap 2003-1 is a commercial real estate collateralized debt
obligation that closed Aug. 27, 2003.  The portfolio is primarily
backed by commercial mortgage backed securities B-pieces and is a
static transaction.  A predecessor of Centerline REIT Inc.
selected the initial collateral, and Centerline REIT Inc. (rated
'CAM1-' as a CDO asset manager by Fitch) currently serves as the
collateral administrator.

CMBS B-piece resecuritizations are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

ARCap 2003-1 is collateralized by all or a portion of 64 classes
of commercial mortgage backed-securities in 13 separate underlying
transactions.  All performance and collateral information is based
on the March 2008 trustee report.  The pool's obligor diversity is
considered below average for CMBS B-piece resecuritizations, and
the vintage distribution of the CMBS collateral ranges from 1999
to 2003 (an average of 6.3 years of seasoning).  Approximately
5.9% of the collateral currently is rated below 'B-'.  However,
there are no unrated or first loss bonds, therefore this
transaction is not likely to experience losses in the near-term.  
While overall a significant portion of the collateral is below
investment grade, approximately 17% is investment grade.  ARCap
2003-1 holds 42.7% in the 'BB' category and 34.4% in the 'B'
category.

The collateral has experienced no amortization or losses to date.  
Additionally, most of the underlying classes have a significant
amount of subordination and can therefore withstand future losses
to the underlying loans.

Since last review (May 4, 2007), the transaction has experienced
overall positive rating migration as 12.7% of the collateral was
upgraded an average of one notch, and one bond (1.4%) was
downgraded three notches.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings on the class A and B notes address the
timely payment of interest and ultimate repayment of principal.  
The ratings on the classes C through K notes address the ultimate
payment of interest and ultimate repayment of principal.


ASARCO LLC: Six Affiliates File Separate Chapter 11 Petitions
-------------------------------------------------------------
Six debtor-affiliates of bankrupt Asarco, LLC filed for separate
voluntary Chapter 11 petitions with the United States Bankruptcy
Court for the Southern District of Texas on April 21, 2008.  They
are:

       Entity                                     Case No.
       ------                                     --------
       Wyoming Mining & Milling Co.               08-20197
       Alta Mining & Development Co.              08-20198
       Tulipan Co., Inc.                          08-20199
       Blackhawk Mining & Development Co., Ltd.   08-20200
       Peru Mining Exploration & Development Co.  08-20201
       Green Hill Cleveland Mining Co.            08-20202

Romina L. Mulloy, Esq., at Baker Botts L.L.P. also represents the
debtor-affiliates in their restructuring efforts.  They all listed
estimated assets and debts below $1 million at the time of filing.

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

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

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

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

The Debtors have until June 10, 2008 to file a Chapter 11 plan of
reorganization.  (ASARCO Bankruptcy News, Issue No. 70; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or   
215/945-7000).


ATC HEALTHCARE: Non-compliance Prompts Amex to Delist Securities
----------------------------------------------------------------
The American Stock Exchange LLC reported its final determination
to remove the common stock of ATC Healthcare Inc. from listing on
the Exchange, and filed an application on Form 25 to strike the
Securities from listing with the Securities and Exchange
Commission.  The delisting will become effective on April 28, 2008
unless postponed by the SEC.
    
Pursuant to its rules, the Exchange provided notice to ATC
Healthcare Inc. of the decision to delist the Securities and an
opportunity to appeal the decision to a panel designated by the
Exchange's Board of Governors.
    
On March 14, 2008, ATC Healthcare Inc. disclosed that it received
a letter on March 10, 2008 from the American Stock Exchange
indicating AMEX's intent to strike ATC's common stock from the
AMEX by filing a delisting application with the Securities and
Exchange Commission pursuant to Section 1009(d) of the Amex
company Guide.

The AMEX believes ATC has failed to make progress consistent with
the plan of compliance previously submitted to and accepted by
AMEX and, as a consequence, the plan no longer presents a
reasonable basis of ATC's ability to regain compliance.  In
particular, the AMEX cited ATC's failure to comply with Sections
134 and 1101 of AMEX company Guide due to its failure to file its
Quarterly Reports on Form 10-Q for the quarters ended Aug. 31,
2007 and Nov. 30, 2007.  In addition, AMEX stated that ATC's
failure to publicly report information concerning its financial
position or results limits AMEX's ability to evaluate ATC's
progress towards compliance with Section 1003(a)(iii) of the AMEX
company guide.  Moreover, AMEX stated, ATC is not in compliance
with Section 1003(f)(v) of the AMEX company Guide because the
company's common stock has been trading for a substantial period
of time at prices per share ranging over the past six months
between $.09 and $.28 per share.

                      About ATC Healthcare

Headquartered in Lake Success, New York, ATC Healthcare Inc.
(OTC:AHNA) -- http://atchealthcare.com/-- provides medical  
supplemental staffing services.  The company provides supplemental
staffing to healthcare facilities through its network of 52
offices in 31 states, of which 45 are operated by 30 licensees and
7 are owned and operated by the company.  It offers clients
qualified healthcare associates in over 50 job categories ranging
from the highest level of specialty nurse, including critical
care, neonatal and labor and delivery, to medical administrative
staff, including third-party billers, administrative assistants,
claims processors, collection personnel and medical records
clerks.  The nurses provided to clients include registered nurses,
licensed practical nurses and certified nursing assistants.  Other
services include allied health staffing, which includes mental
health technicians, a variety of therapists, radiology technicians
and phlebotomists.  In June 2006, ATC acquired the assets of
Critical Nursing Services Inc.


ATSI COMMUNICATIONS: January 31 Balance Sheet Upside-Down by $250K
------------------------------------------------------------------
ATSI Communications Inc.'s consolidated balance sheet at Jan. 31,
2008, showed $2,516,000 in total assets and $2,766,000 in total
liabilities, resulting in a $250,000 total stockholders' deficit.

The company reported net income of $79,000 for the second fiscal
quarter ended Jan. 31, 2008, compared to net income of $38,000 for
the same period in the previous year.

The company incurred $178,000 in net non-cash expenses during the
quarter ended Jan. 31, 2008, compared with $36,000, net of a
$192,000 non-cash preferred dividend benefit during the quarter
ended Jan. 31, 2007.  Non-cash expenses incurred during the period
include depreciation, amortization, interest, stock compensation
and preferred dividends.

"Our second fiscal quarter was a record quarter for ATSI in almost
every metric we utilize to measure the performance of our
business," Arthur L. Smith, CEO of ATSI stated.  "We continued
expansion of our sales team during the 2nd quarter to drive future
growth while developing a proprietary billing and operational
support system to further facilitate a scalable business model.  I
commend our team for delivering on the objective of improving
gross profit while controlling expenses that to date has resulted
in exceeding the company's business plan for fiscal year 2008."

                   About ATSI Communications

Headquartered in San Antonio, Texas, ATSI Communications Inc.
(OTC BB: ATSX) -- http://www.atsi.net/-- operates through two   
wholly owned subsidiaries, Digerati Networks Inc. and Telefamilia
Communications Inc.

Digerati is a VoIP carrier serving markets in Asia, Europe,
the Middle East, Latin America and Mexico.  Telefamilia provides
retail communication services to the Hispanic market in the United
States.

ATSI also owns a minority interest of a subsidiary in Mexico, ATSI
Comunicaciones S.A. de C.V., which operates under a 30-year
government issued telecommunications license.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 22, 2007,
Malone & Bailey PC, in Houston, Texas, expressed substantial doubt
about ATSI Communications Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended July 31, 2007, and 2006.  The
auditing firm stated that ATSI has a working capital deficit, has
suffered recurring losses from operations and has a stockholders'
deficit.


BABS TRUSTS: Moody's Cuts Five Tranches' Ratings from RMBS Deal
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 5 tranches
from 1 subprime RMBS transaction issued by Basic Asset Backed
Securities Trust.  2 downgraded tranches remain on review for
possible further downgrade.  The collateral backing these
transactions consists primarily of first-lien, fixed and
adjustable-rate, subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Basic Asset Backed Securities Trust 2006-1

  -- Cl. M-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Ba3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa2 from B3

  -- Cl. M-5, Downgraded to Caa2 from B3

  -- Cl. M-6, Downgraded to C from Ca


BRAVO MORTGAGE: Moody's Cuts 10 Tranches' Ratings From 1 RMBS Deal
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 10 tranches
from 1 subprime RMBS transaction issued by Bravo.  2 downgraded
tranches remain on review for possible further downgrade.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: Bravo Mortgage Asset Trust 2006-1

  -- Cl. M-2, Downgraded to Baa2 from Aa2

  -- Cl. M-3, Downgraded to Ba3 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from A3

  -- Cl. M-7, Downgraded to Caa2 from Baa2

  -- Cl. M-8, Downgraded to Caa3 from Baa3

  -- Cl. M-9, Downgraded to Ca from Ba1

  -- Cl. M-10, Downgraded to C from Ba2

  -- Cl. M-11, Downgraded to C from Ba3


CAMPBELL RESOURCES: Posts $18.9 Mil. Net Loss for 2007
------------------------------------------------------
Campbell Resources Inc. reported net loss of $18.9 million for the
fiscal year 2007 ended Dec. 31, down from $41.1 million in 2006.  
The net loss in 2006 included a write-down of the carrying value
of the Copper Rand Mine by $23.7 million and the write-down of the
Joe Mann Mine to $1.3 million.  No project write-downs were taken
in 2007.

As of Dec. 31, 2007, the company reflected total assets
$65.350 million, total liabilities $59.219 million and a total
stockholders' equity of $6.131 million.

"Fiscal 2007 was a very important year for Campbell, during which
we implemented a number of changes in our operations and brought
new assets on stream, all of which created a solid base for future
growth," Andre Fortier, Campbell's president and chief executive
officer, said.  "As we enter 2008, Campbell now has three
operations in production, in line with our strategy to increase
throughput at the Copper Rand mill, which is now operating on a
five day per week schedule."

"We have increased the number of producing faces at the Copper
Rand Mine from one to three, with more to come in 2008 and 2009;
we are ramping up production of higher grade ore at Corner Bay and
expect to reach the main ore zone in the second quarter; and the
Merrill Pit has performed well, with higher grade areas targeted
for production this year," Mr. Fortier added.  "These positive
developments point toward substantially higher production levels,
more competitive costs per ton and significantly improved
financial performance in 2008."

The Copper Rand Mine began commercial production on Jan. 1, 2007.   
Prior to that date, net metal sales from Copper Rand were applied
against development costs.  Production at the Joe Mann Mine ceased
in September, 2007.  In 2006, Joe Mann was the Company's only mine
that had achieved commercial production.  Mining at the Merrill
Pit began in October, 2007.

Gross metal sales totaled $26.8 million in 2007 compared to
$11.9 million in 2006, $15.9 million of gross metal sales of
Copper Rand were applied against development costs in 2006.  The
net decrease of $1.0 million is primarily due to the 17% reduction
in ore tonnage combined with a 13% reduction in gold grade from
0.207 oz./t in 2006 to 0.181 oz./t at Joe Mann in 2007, a 23%
reduction in average copper grade at Copper Rand from 2.19% in
2006 to 1.69% in 2007, a decrease in the average selling price per
pound of copper, from $3.29 US in 2006 to $3.37 US in 2007 and the
strength of the Canadian dollar vis-a-vis the US dollar had a
major impact on revenue.

In 2007, production costs increased by $24.4 million to
$38.3 million, up $13.9 million from 2006.  The bulk of the
increase is due to the fact that $16.0 million in production costs
at Copper Rand were capitalized during 2006 as the mine had not
yet achieved commercial production.  The remaining $8.4 million is
primarily due to Copper Rand's implementation of the Alimak mining
system, additional development undertaken to access additional
mining zones, commissioning of the backfill plant and backfilling
of all mined open stopes, increased maintenance expenses, re-
initiation of a definition drilling program, and rehabilitation
costs incurred following a rock fall in the main ramp at the end
of February, 2007.

                    About Campbell Resources

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

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

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


CAROL CHRISTA: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Carol W. Christa
        a.k.a. Carol Lau
        828 Valley View Lane
        Duluth, GA 30096

Bankruptcy Case No.: 08-66247

Chapter 11 Petition Date: April 1, 2008

Court: Northern District of Georgia (Atlanta)

Judge: Judge C. Ray Mullins

Debtor's Counsel: Jerry A. Daniels, Esq.
                  Jerry A. Daniels, LLC
                  Suite 300
                  175 Gwinnett Drive
                  Lawrenceville, GA 30045
                  Phone: (770) 962-4070
                  E-mail: jerry@danielstaylor.com

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $50,001 to $1 million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   ------                      ---------------       ------------
USAA Credit Card Services      Credit card purchases   $17,379
P. O. Box 65020
San Antonio, TX 78265-5020

GA Department of Revenue -     Income taxes              4,956
BK 2007
4245 International Parkway
Suite B
Atlanta, GA 30354

Bank of America                Credit card purchases     3,311
P. O. Box 37291
Baltimore, MD 21297-3291

Discover Card                  Credit card purchases     2,194

MacCord Mason PLLC             Attorney fees             2,468

Cherokee Surveying Co. Inc.    Trade debt                2,025

Bank of America                Credit card purchases     1,755

Anderson Tate & Carr, P.C.     Attorney fees             1,093

Walter Edwards, MD            Medical Expenses           1,013

Atlanta Outpatient Surgery    Medical Expenses         Unknown

Superior Surgical             Medical Expenses              75

Your Extra Attic              Rent on Storage          Unknown
                               units


CHEM RX: Moody's Changes Outlook to Negative; Holds 'B2' Rating
---------------------------------------------------------------
Moody's Investors Service affirmed Chem Rx Corporation's B2
corporate family rating, but revised its ratings outlook to
negative from stable.  The outlook revision reflects the company's
weaker than expected operating performance relative to Moody's
expectations.

The company has experienced increased delivery costs and increased
competition from local players while operating margins at the New
Jersey operation were lower than expected.  An increase to the
reserve for doubtful accounts also reduced earnings.  The outlook
revision also reflects higher than expected drawings under the
revolving credit facility.

As a result of these issues, the company's flexibility under its
financial covenants is limited.  Notwithstanding these risks,
Moody's recognizes the potential for improved operating
performance in fiscal 2008 due to an expectation of continued
organic growth in the number of beds, a potential stabilization of
its New Jersey operations, and a ramp-up of the new Florida
operations.

These ratings were affirmed:

  -- Corporate family rating at B2;

  -- Probability-of-default rating at B2;

  -- $25 million senior secured revolving credit facility due 2012
     at B1 (LGD3, 38%). Point estimate revised from (LGD3, 36%);

  -- $80 million first lien senior secured term loan due 2013 at
     B1 (LGD3, 38%). Point estimate revised from (LGD3, 36%);

  -- $20 million first lien delayed draw term loan due 2013 at B1
     (LGD3, 38%). Point estimate revised from (LGD3, 36%);

  -- $37 million second lien senior secured term loan due 2014 at
     Caa1 (LGD5, 84%). Point estimate revised from (LGD5, 82%).

The $20 million delayed draw term loan expires on July 31, 2008.   
Assuming this term loan remains unused, Moody's will withdraw the
rating at that time.

Chem Rx's B2 corporate family rating continues to reflect high
financial leverage, modest scale, the concentration of business
within one segment, significant competition from Omnicare Inc. and
PharMerica Corporation (which are much larger and better
capitalized than Chem Rx) as well as from smaller local players,
low barriers to entry, significant supplier concentration, narrow
geographic focus on the New York region, the potential for
unforeseen challenges as the company ramps-up new facilities, and
cash flow pressure stemming from its material working capital
requirements.

The rating also considers the highly competitive and fragmented
nature of the institutional pharmacy market and acquisition risk
as the company seeks to expand its geographic presence.  The
rating is supported by the company's competitive position as one
of the few players of scale in the institutional pharmacy market,
good organic growth trends, modest capital expenditure
requirements, and its adequate liquidity profile.

Headquartered in Long Beach, New York, Chem Rx Corporation
provides institutional pharmacy services to skilled nursing
facilities and other long-term healthcare institutions.  For the
fiscal year ended Dec. 31, 2007, Chem Rx generated pro forma sales
of approximately $317 million.


CHILDREN'S TRUST: Fitch Expects to Rate $47.377MM Bonds at BB
-------------------------------------------------------------
Fitch expects to rate Children's Trust (Puerto Rico) Series 2008
Tobacco Bonds as:

  -- $157,912,329 series 2008A turbo capital appreciation bonds
     due May, 15 2058,'BBB-';

  -- $47,377,904 series 2008B turbo capital appreciation bonds due
     May, 15 2058,'BB.'


CIT GROUP: To Raise $1 Bil., Partly to Pay Interest on Notes
------------------------------------------------------------
CIT Group Inc. commenced concurrent offerings of common stock and
non-cumulative perpetual convertible preferred stock, series C,
with a liquidation preference of $50 per share, for an aggregate
of $1 billion.  CIT also expects to grant the underwriters for the
offerings an over-allotment option to purchase additional shares
of the common stock and an over-allotment option to purchase
additional shares of the convertible preferred stock.  The
offerings are being conducted as public offerings registered under
the Securities Act of 1933.

The convertible preferred stock will be convertible into shares of
CIT's common stock, plus cash in lieu of fractional shares.  The
non-cumulative dividend rate, conversion rate and other terms will
be determined by negotiations between CIT and the underwriters of
the convertible preferred stock offering.  An application has been
made to list the convertible preferred stock on the New York Stock
Exchange under the symbol "CITPrC."

CIT intends to use the net proceeds from the sale of the common
stock and the sale of the convertible preferred stock for general
corporate purposes, including, in the case of the sale of the
common stock, the payment of dividends on its outstanding
preferred stock for the second quarter of 2008 in an amount of
approximately $8 million and the payment of interest on its
outstanding junior subordinated notes in the third quarter of 2008
in an amount of approximately $23 million.

The Troubled Company Reporter reported on March 25, 2008 that
CIT Group is drawing upon its $7.3 billion in unsecured U.S. bank
credit facilities, and will use the proceeds to repay debt
maturing in 2008, including commercial paper, and provide
financing to its core commercial franchises.

The report also contained that according to various sources, the
company failed to draw from its normal operational funding after
ratings firms downgraded the bank's debt.

J.P. Morgan Securities Inc., Morgan Stanley & Co. Incorporated,
Lehman Brothers Inc. and Citigroup Global Markets Inc. are serving
as joint bookrunning managers of these offerings.  The offerings
will be made under CIT's shelf registration statement filed with
the Securities and Exchange Commission.

                         About CIT Group

CIT Group Inc. (NYSE: CIT) -- http://www.cit.com/-- is a global   
commercial finance company that provides financial products and
advisory services to more than one million customers in over 50
countries across 30 industries.  A leader in middle market
financing, CIT has more than $80 billion in managed assets and
provides financial solutions for more than half of the Fortune
1000.  A member of the S&P 500 and Fortune 500, it maintains
leading positions in asset-based, cash flow and Small Business
Administration lending, equipment leasing, vendor financing and
factoring.

The CIT brand platform, Capital Redefined, articulates its value
proposition of providing its customers with the relationship,
intellectual and financial capital to yield infinite
possibilities.


COGENTRIX ENERGY: Facility Cancellation Cues S&P to Withdraw Rtng.
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'BB-' corporate
credit rating on Cogentrix Energy Inc., and at the same time,
withdrew the 'BB+' senior secured issue rating on Cogentrix's
$50 million revolving credit facility, following the cancellation
of the facility.  There is currently no rated debt at the company.


CHRYSLER LLC: Calls Back Laid-Off Workers, Report Says
------------------------------------------------------
Chrysler LLC has taken back some third shift employees it laid-off
in March 2008 under a 199-day Enhanced Temporary Employees
contract, Dani Maxwell of 13 News reports.  The workers will begin
work on May 5, with a starting pay of $14 an hour with no benefits
or vacation time.

As reported in the Troubled Company Reporter on March 11, 2008,
around 1,100 workers were laid-off as Chrysler LLC formally shuts  
down its plant in Belvidere, Illinois.  The closure of the plant,
which produces the company's line of Dodge Caliber, Jeep Patriot,
and Jeep Compass brands, is part of the automaker's move to
consolidate operations, streamline production, and generally
reduce costs.  Chrysler already took measures such as tossing away
duplicative car models, moving far-flung operations to its
headquarters, and made deals with Daimler AG to access new
technology.

The company's moves came after it lost its tooling battle with
Plastech Engineered Products Inc.  As previously reported, the
U.S. Bankruptcy Court for the Eastern District of Michigan denied
the company's request to pull out tooling equipment from
Plastech's plants.  However, the parties have agreed to subsequent
supply deals.

The Belvidere plant's third shift workers began work in July 2006
when Chrysler decided to turn off its robotic body shop.  As their
employment drew to a close, the company stationed extra security
at the plant to prevent rumored violence when the workers went
out.

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

                          *     *     *

As reported in the Troubled Company Reporter on Dec. 10, 2007,
Standard & Poor's Ratings Services revised its recovery rating on
Chrysler's $2 billion senior secured second-lien term loan due
2014.  The issue-level rating on this debt remains unchanged at
'B', and the recovery rating was revised to '3', indicating an
expectation for 50% to 70% recovery in the event of a payment
default, from '4'.

Both the issue-level and recovery ratings on Chrysler's $7 billion
first-lien term loan due 2013 remain unchanged.  The issue-level
rating on this debt is 'BB-' with a recovery rating of '1',
indicating an expectation for 90% to 100% recovery in the event of
a payment default.


COMM 2005-C6: S&P Places Ratings Under Negative CreditWatch
-----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on seven
classes of commercial mortgage pass-through certificates from COMM
2005-C6 on CreditWatch with negative implications.  The ratings on
three additional classes remain on CreditWatch negative.
     
The CreditWatch placements reflect Standard & Poor's preliminary
analysis of the 10th-largest loan, Communities at Southwood.  
S&P's analysis suggests a significant value decline compared with
the value at issuance.  The loan was transferred to the special
servicer, Capmark Finance Inc., on Feb. 8, 2008, due to imminent
default.  Standard & Poor's will update or resolve the CreditWatch
negative placements as S&P continue to monitor the workout process
for all of the specially serviced assets.
     
The 10th-largest loan has a total exposure of $50.2 million,
including interest and advancing thereon.  In addition, the
borrower's equity interest in the property secures a $4.0 million
mezzanine loan.  The loan is secured by a 1,286-unit multifamily
complex in Richmond, Virginia.  The property was built between
1970 and 1979 and renovated in 2004.  Year-end 2007 debt service
coverage for the property was 0.50x and occupancy was 70%,
compared with an occupancy of 98% at issuance.  The preliminary
analysis used the borrower's 2007 financial statement and
considered current market occupancy and rental rate information.  
Standard & Poor's analysis derived a value approximately 31%
lower than its level at issuance.
     
Capmark has ordered a new appraisal, and preliminary indications
show that the final appraisal is likely to result in a substantial
appraisal reduction amount, which will cause appraisal subordinate
entitlement reduction shortfalls.  S&P will update and/or resolve
the CreditWatch negative placements as more details concerning the
workout process and property status become available.

               Ratings Placed on Creditwatch Negative

                            COMM 2005-C6
    Commercial mortgage pass-through certificates series 2005-C6

                      Rating
                      ------
      Class    To                 From    Credit enhancement
      -----    --                 ----    ------------------
      E        A-/Watch Neg       A-            6.83%
      F        BBB+/Watch Neg     BBB+          5.69%
      G        BBB/Watch Neg      BBB           4.56%
      H        BBB-/Watch Neg     BBB-          3.54%
      J        BB+/Watch Neg      BB+           2.91%
      K        BB/Watch Neg       BB            2.40%
      L        BB-/Watch Neg      BB-           2.15%


             Ratings Remaining on Creditwatch Negative

                            COMM 2005-C6
    Commercial mortgage pass-through certificates series 2005-C6

          Class    Rating              Credit enhancement
          -----    ------              ------------------
          M        B+/Watch Neg                1.52%
          N        B/Watch Neg                 1.39%
          O        B-/Watch Neg                1.14%


CONSTAR INT'L: Dec. 31 Balance Sheet Upside-Down by $72.3 Million
-----------------------------------------------------------------
Constar International Inc. reported $472.3 million in total assets  
and $544.6 million in total liabilities at Dec. 31, 2007,
resulting in a $72.3 million total stockholders' deficit.

Stockholders' deficit increased to $72.3 million at Dec. 31, 2007,
from $49.6 million at Dec. 31, 2006.  The increase was primarily
due to a net loss of $26.3 million in 2007 and the revaluation of
a cash flow hedge of $4.2 million, offset by postretirement
amortization of $6.3 million and foreign currency translation
adjustments of $1.8 million.

                      Fourth Quarter Results

Net loss was $14.1 million in the fourth quarter of 2007, compared
to a net loss of $7.2 million in the fourth quarter of 2006.

Consolidated net sales were $202.8 million in the fourth quarter
of 2007 compared to $207.1 million in the fourth quarter of 2006.

In the U.S., net sales were $159.5 million in the fourth quarter
of 2007 compared to $163.8 million in the fourth quarter of 2006.
This decrease in sales was driven by contractual price concessions
and the pass-through of lower resin costs to customers.

In Europe, net sales were $43.3 million in the fourth quarter of
2007, unchanged compared to the fourth quarter of 2006.  European
volume increased 7.1 percent for the fourth quarter of 2007
compared to the fourth quarter of 2006.  In addition, foreign
currency changes increased sales by 6.5 percent in the fourth
quarter of 2007 compared to the fourth quarter of 2006.  These
increases were offset by the pass through of lower resin costs and
a negative sales revenue mix shift to higher volume but lower
revenue products.

The company recorded a provision for restructuring of $555,000 in
the fourth quarter of 2007 related to the closing of one of the
company's U.S. facilities.

Operating loss was $2.3 million in the fourth quarter of 2007
compared to operating income of $1.4 million in the fourth quarter
of 2006.

Interest expense decreased to $10.0 million in the fourth quarter
of 2007 compared to $10.2 million in the fourth quarter of 2006.

Other expense was $1.7 million in the fourth quarter of 2007
compared to income of $1.3 million in the fourth quarter of 2006.
The expense in 2007 primarily resulted from the negative impact of
foreign currency translation of intra-company balances, partially
offset by net royalty income.

Credit Agreement EBITDA excluding restructuring charges in the
fourth quarter of 2007 decreased by $1.7 million, or 14.8 percent,
to $9.5 million from $11.1 million in the fourth quarter of 2006.

                      Management's Comments

"While we achieved our most recent EBITDA guidance, 2007 was a
disappointing year for Constar, mainly due to price declines
totaling $15 million and weak conventional sales.  In spite of the
obstacles we faced, we made great progress using our portfolio of
superior technologies to gain new volume that led to 23.8 percent
custom unit growth in the fourth quarter of 2007 compared to the
same quarter in 2006.  

"In addition, we expect approximately 30 percent unit growth in
custom packaging in 2008 due to the carryover impact of new custom
business secured in 2007 and newly signed custom contracts for
2008," commented Michael Hoffman, president and chief executive
officer of Constar.  "2008 performance is also supported by
contractual price increases and a strong liquidity position as we
begin the year."

                Restates 2006 Financial Statements

In connection with preparing its 2007 financial statements, the
company discovered errors related to:

   i) the improper capitalization of certain property, plant and
      equipment acquired in 2003 and prior periods;

  ii) an understatement of depreciation expense for certain  
      property, plant and equipment acquired in 2003 and prior
      periods; and

iii) improperly accounting for landlord incentives which
      understated current liabilities and property, plant and
      equipment.  In addition, the company corrected the
      classification within stockholders' deficit for the
      recording of a previously disclosed error in recording a
      deferred tax asset valuation allowance related to a minimum
      pension liability.

As a result, the company has restated its consolidated financial
statements for the year ended Dec. 31, 2006, in its 10K for the
year ended Dec. 31, 2007, to correct these errors, as well as
other previously identified errors that were corrected in the
periods they became known, rather than the periods in which they
originated.  

The impact of these non-cash adjustments resulting from this
review and for previously corrected non-cash items was a $700,000
increase to Credit Agreement EBITDA before restructuring for the
year ended Dec. 31, 2006, and a reduction of $1.8 million to the
previously reported net loss for the year ended Dec. 31, 2006.  
The impact of the restatement on periods prior to Jan. 1, 2006, is
reflected as an increase to beginning accumulated deficit of
$3.1 million and an increase of $3.4 million to beginning
accumulated other comprehensive loss.

The company will separately restate its quarterly financial
statements for 2007 and 2006 by amending its previously issued
2007 Quarterly Reports on Form 10-Q as soon as practicable.  In
light of the restatement, the company concluded that a material
weakness existed at Dec. 31, 2007, in the design and operation of
internal controls relating to accounting for property, plant and
equipment and related depreciation expense.  As a result, the
company did not maintain effective internal control over financial
reporting at Dec. 31, 2007.

                        Full Year Results

Consolidated net sales declined to $881.6 million in 2007 from
$927.0 million in 2006.

In the U.S., net sales decreased $61.1 million to $689.1 million
in 2007 from $750.2 million in 2006.  The decrease in U.S. net
sales in 2007 was driven by a decrease in unit volume of
4.5 percent and negative pricing impact of approximately
$15.0 million.  

In Europe, net sales increased $15.7 million to $192.5 million in
2007 from $176.8 million in 2006.  The increase in European net
sales in 2007 was primarily due to a 5.7 percent increase in total
unit volume and the strengthening of the British Pound and Euro
against the U.S. Dollar.

The company recorded a provision for restructuring of $3.7 million
in 2007 principally related to the company's facility in Holland
and a facility in the U.S.

Operating income was $15.1 million in 2007 compared to operating
income of $28.9 million in 2006.

Interest expense decreased $200,000 to $41.0 million in 2007.

In 2007, the company reported other expense of $564,000 compared
to other income of $2.8 million in 2006.  The expense in 2007
primarily resulted from the negative impact of foreign currency
translation of intra-company balances, partially offset by net
royalty income of $900,000.

Net loss in 2007 was $26.3 million, compared to a net loss of
$10.3 million in 2006.

Credit Agreement EBITDA excluding restructuring charges in 2007
decreased by 16.7 percent to $55.2 million from $66.3 million in
2006.

                          Free Cash Flow

Free cash flow was negative $15.3 million in 2007 as compared to
positive free cash flow of $21.7 million in 2006.  The decrease in
cash flow was driven by lower EBITDA results, cash restructuring
charges and increased capital spending in support of new customer
custom unit projects and less improvement in working capital in
2007 as compared to 2006.

                            Liquidity

As of Dec. 31, 2007, there were $400,000 of borrowings under the
Revolver Loan, $7.0 million outstanding under letters of credit
and $395 million in other debt.  The company had $4.3 million of
cash on its balance sheet, and the company had the ability to
borrow $54.8 million under the Revolver Loan.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, is available for free
at http://researcharchives.com/t/s?2ad6

                   About Constar International

Based in Philadelphia, Pa., Constar International (NASDAQ: CNST)
-- http://www.constar.net/-- is a manufacturer of PET plastic  
containers for food and beverages.  In addition, the company
produces plastic closures and other non-PET containers
representing less than 4% of sales.  Approximately 78% of the
company's revenues in 2007 were generated in the United States,
with the remainder attributable to its European operations.

                          *     *     *

Constar International Inc. still carries Moodys' Caa2 Senior
Subordinate Debt assigned on Sept. 11, 2006.


CONTINENTAL AIRLINES: S&P Changes Outlook to Negative on Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
Continental Airlines Inc. (B/Negative/B-3) to negative from
stable.  S&P also placed its ratings on selected enhanced
equipment trust certificates that are secured by regional jets on
CreditWatch with negative implications.
      
"The negative outlook is based on the earnings and cash flow
impact of rapidly increasing fuel prices and a weak U.S. economy,"
said Standard & Poor's credit analyst Philip Baggaley.  "While
Continental continues to report better operating results than its
peer 'legacy carriers,' including a relatively modest $80 million
first-quarter 2008 net loss, there is a clear risk of
deterioration in its financial profile due to the very difficult
airline industry outlook," the analyst continued.
     
The CreditWatch listing of selected enhanced equipment trust
certificates reflects concerns that collateral values of 50-seat
regional jets, which are less fuel-efficient on a per-seat basis
than most other planes, will come under pressure because of
continued high fuel prices.  Neither the outlook change nor the
CreditWatch listing are related to the impact of the recently
announced merger agreement between Delta Air Lines Inc. and
Northwest Airlines Corp., although S&P does believe that
Continental may enter into a merger of its own in response.  In
that event, S&P would place its ratings on Continental on
CreditWatch.
     
The 'B' long-term corporate credit rating on Houston-based
Continental reflects its participation in the high-risk airline
industry and a heavy debt and lease burden, but also better-than-
average operating performance among its peer large U.S. hub-and-
spoke airlines.  S&P expects Continental, like other U.S.
airlines, to report materially worse earnings and cash flow in
2008 than last year (when the company reported an impressive
$566 million of pretax earnings), because of much higher fuel
prices and a weak U.S. economy.  The company's first-quarter loss,
while likely to be the best result among peer legacy carriers,
showed the impact of higher fuel prices ($433 million higher,
including the indirect impact through payments to regional partner
airlines).

Continental, the fourth-largest U.S. airline, serves markets
mainly in the southern and eastern U.S. from hubs at Houston;
Newark, New Jersey; and Cleveland, Ohio.  International routes
serve the central Pacific, selected Asian destinations, Latin
America, and Europe.  Continental's route system is more balanced
among these various markets than those of other large U.S.
airlines, reducing risk somewhat.

Although Continental currently has adequate liquidity and will
likely report narrower losses than similar U.S. airlines, worse-
than-expected fuel prices and economic weakness could erode the
company's financial profile and cause a downgrade.  If Continental
is able to weather the downturn and industry conditions improve,
S&P could revise the outlook to stable.  If Continental announces
a merger agreement, S&P will place its ratings on the company,
excepting 'AAA' rated aircraft-backed debt insured by bond
insurers, on CreditWatch.  The CreditWatch implications would
depend on particulars of the announced transaction.
     
Our CreditWatch review of selected enhanced equipment trust
certificates secured by regional jets will focus on Continental's
expected need to maintain control of these planes in any future
bankruptcy and on expected market values of the planes in view of
much higher fuel prices.


COPPER SANDS: Case Summary & Seven Largest Unsecured Creditors
--------------------------------------------------------------
Lead Debtor: Copper Sands, Inc.
             dba Hideaway Bay Restaurant
             9788 Shore Cliff Road
             Angola, NY 14006

Bankruptcy Case No.: 08-11656

Debtor-affiliate filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Crossed Palms Development, Ltd.            08-11657

Chapter 11 Petition Date: April 18, 2008

Court: Western District of New York (Buffalo)

Judge: Carl L. Bucki

Debtors' Counsel: Robert B. Gleichenhaus, Esq.
                  Gleichenhaus, Marchese & Falcone, P.C.
                  930 Convention Tower, 43 Court Street
                  Buffalo, NY 14202
                  Tel: (716) 845-6446
                  Fax: (716) 845-6475
                  Email: RBG_GMF@hotmail.com

                             Estimated Assets      Estimated Debts
                             ----------------      ---------------
Copper Sands, Inc.                $100,000 to          $100,000 to
                                     $500,000             $500,000

Crossed Palms Development,      $1 million to          $100,000 to
Ltd.                              $10 million             $500,000

A. Copper Sands, Inc's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
NYS Dept. of Taxation &        Sales tax arrears     $108,661
Finance Bankruptcy Unit
P.O. Box 5300
Albany, NY 12205-0300

Sysco Food Services, Inc.      Business debt         $3,000
2063 Allen Street Ext.
Jamestown, NY 14702

US Foods                       Business debt         $2,340
125 Gardenville Parkway
Buffalo, NY 14224

Blue Cross Blue Sheild         Business debt         $2,184

B. Crossed Palms Development, Ltd's Three Largest Unsecured
   Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
NYS Dept. of Taxation &        Sales tax arrears     $108,661
Finance Bankruptcy Unit
P.O. Box 5300
Albany, NY 12205-0300

National Fuel                  Business property     $2,500
6363 Main Street
Williamsville, NY 14221

NYSEG                          Business debt         $2,500
Billing Dept.
P. O. Box 5600
Ithaca, NY 14852


CREDIT SUISSE: Fitch Rates $2.218MM Class Q Certificates at B-
--------------------------------------------------------------
Credit Suisse Commercial Mortgage Trust, Series 2008-C1,
commercial mortgage pass-through certificates are rated by Fitch
Ratings as:

  -- $12,500,000 class A-1 'AAA';
  -- $150,500,000 Class A-2 'AAA';
  -- $22,262,000 class A-AB 'AAA';
  -- $258,000,000 class A-3 'AAA';
  -- $99,282,000 class A-1-A 'AAA';
  -- $78,500,000 class A-2FL 'AAA';
  -- $88,721,000 class A-M 'AAA';
  -- $57,668,000 class A-J 'AAA';
  -- $887,206,600 class A-X 'AAA';
  -- $8,872,000 class B 'AA+';
  -- $8,872,000 class C 'AA';
  -- $12,199,000 class D 'AA-';
  -- $9,982,000 class E 'A+';
  -- $6,654,000 class F 'A';
  -- $8,872,000 class G 'A-';
  -- $14,417,000 class H 'BBB+';
  -- $6,654,000 class J 'BBB';
  -- $9,981,000 class K 'BBB-';
  -- $3,327,000 class L 'BB+';
  -- $3,327,000 class M 'BB';
  -- $3,327,000 class N 'BB-';
  -- $1,109,000 class O 'B+';
  -- $2,218,000 class P 'B';
  -- $2,218,000 class Q 'B-'.

Class A-X is a notional amount and interest only.  The $17,744,600
class S is not rated by Fitch.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are 60
fixed rate loans having an aggregate principal balance of
approximately $887,206,600, as of the cutoff date.


CRIIMI MAE: Fitch Holds 'B-' Rating on $51.5 Million Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed the classes of CRIIMI MAE Trust I,
series 1996-C1, commercial mortgage-backed securities pass-through
certificates, as:

  -- $51.5 million class E at 'B-'.

In addition:

  -- $8.6 million class F remains at 'C/DR5'.

Classes A-1 through D have paid in full.

CRIIMI MAE 1996-C1 is backed by CMBS B-pieces and closed on
Dec. 20, 1996.  CMBS B-piece resecuritizations are CRE CDOs and
ReREMIC transactions that include the most junior bonds of CMBS
transactions.  A predecessor to CWCapital Investment LLC selected
the initial collateral; CWCapital now serves as the collateral
administrator.

In reviewing ReREMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

CRIIMI MAE 1996-C1 is collateralized by all or a portion of six
classes of fixed-rate CMBS in four separate underlying
transactions.  All performance and collateral information is based
on the Mar. 31, 2008 trustee report.  The pool is extremely
concentrated, with less than 10% of the original collateral
remaining since issuance.  The remaining bonds are of the 1995 and
1996 vintages, an average of over 12 years of seasoning.  Each
underlying transaction has fewer than 30 loans remaining.  80.1%
of the collateral is rated below 'B-' or not rated, and therefore,
is more susceptible to losses in the near-term. There is one bond
(19.9%) rated 'AAA'.

The ReREMIC has experienced $285.5 million of paydowns and
$352.4 million in losses since issuance.  Of the losses, $349
million were losses to issuer equity.  Although there are
currently no loans that are delinquent or in special servicing,
any further losses to the underlying collateral would impact class
F.


CULLIGAN INT'L: S&P Cuts Rating to B- on Fin'l Performance Drop
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on water
services provider Culligan International Co., including the
corporate credit rating (to 'B-' from 'B') and the issue-level and
recovery ratings.  S&P removed the ratings from CreditWatch, where
they had been placed with negative implications on Nov. 30, 2007,
because of fiscal 2007 operating results that were below S&P's
expectations.  The outlook is stable.  Total debt outstanding at
the company was about $831 million as of Dec. 31, 2007.

"The downgrade primarily reflects a decline in financial
performance resulting from weak organic growth during the year,
and the company's high leverage," said Standard & Poor's credit
analyst Kenneth Shea.  For the full year 2007, adjusted EBITDA
declined 15%, reflecting a 1% decline in organic sales, narrowed
gross margins, inventory rationalization, and costs associated
with the transition to a new third-party distribution center.  
These factors were partially offset by the favorable impact of
lower product costs achieved from some manufacturing outsourcing
initiatives.  
     
Rosemont, Illinois-based Culligan participates in a highly
competitive and fragmented industry with modest growth prospects.  
The company distributes its products primarily through an
extensive dealer network, which Standard & Poor's views as a
competitive advantage.


CWABS TRUSTS: 572 Tranches Get Moody's Rating Cuts on Delinquency
-----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 572 tranches
from 59 subprime RMBS transactions issued by CWABS.  170
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: CWABS Asset-Backed Certificates Trust 2005-10

  -- Cl. MV-9, Downgraded to Ba1 from Baa3

  -- Cl. MV-10, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. BV, Downgraded to Caa1 from Ba2

  -- Cl. MF-6, Downgraded to Baa1 from A3

  -- Cl. MF-7, Downgraded to Ba1 from Baa1

  -- Cl. MF-8, Downgraded to B1 from Baa2

  -- Cl. BF, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-11

  -- Cl. MV-8, Downgraded to Baa3 from Baa2
  -- Cl. MV-9, Downgraded to B2 from Baa3
  -- Cl. BV, Downgraded to Caa1 from Ba1
  -- Cl. BF, Downgraded to Ba2 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-12

  -- Cl. M-8, Downgraded to Baa3 from Baa2

  -- Cl. B, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-13

  -- Cl. MV-3, Downgraded to A2 from Aa3

  -- Cl. MV-4, Downgraded to Baa1 from A1

  -- Cl. MV-5, Downgraded to Ba1 from A2

  -- Cl. MV-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-7, Downgraded to Caa1 from Baa1

  -- Cl. MV-8, Downgraded to Caa3 from Baa2

  -- Cl. BV, Downgraded to Ca from Ba2

  -- Cl. MF-5, Downgraded to A3 from A2

  -- Cl. MF-6, Downgraded to Baa1 from A3

  -- Cl. MF-7, Downgraded to Baa3 from Baa1

  -- Cl. MF-8, Downgraded to Ba3 from Baa2

  -- Cl. BF, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-14

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B, Downgraded to Caa1 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2005-15

  -- Cl. M-8, Downgraded to Ba1 from Baa2

  -- Cl. B, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-16

  -- Cl. MV-4, Downgraded to A3 from A1

  -- Cl. MV-5, Downgraded to Baa2 from A2

  -- Cl. MV-6, Downgraded to Ba3 from A3

  -- Cl. MV-7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. BV, Downgraded to Caa2 from Ba1

Issuer: CWABS Asset-Backed Certificates Trust 2005-17

  -- Cl. MV-3, Downgraded to A1 from Aa3

  -- Cl. MV-4, Downgraded to Baa1 from A1

  -- Cl. MV-5, Downgraded to Baa3 from A2

  -- Cl. MV-6, Downgraded to B1 from A3

  -- Cl. MV-7, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-8, Downgraded to Caa1 from Baa2

  -- Cl. BV, Downgraded to Caa3 from Ba1

  -- Cl. BF, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-8

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2

  -- Cl. B, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB3

  -- Cl. M-2, Downgraded to Aa3 from Aa2
  -- Cl. M-3, Downgraded to A2 from Aa3
  -- Cl. M-4, Downgraded to Baa2 from A1
  -- Cl. M-5, Downgraded to Ba2 from A2
  -- Cl. M-6, Downgraded to B3 from A3
  -- Cl. M-7, Downgraded to Caa1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Baa2

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB4

  -- Cl. 2-A-4, Downgraded to Aa1 from Aaa

  -- Cl. M-1, Downgraded to A2 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Caa3 from A3

  -- Cl. M-7, Downgraded to Ca from Baa3

  -- Cl. M-8, Downgraded to C from Ba2

  -- Cl. B, Downgraded to C from B2

Issuer: CWABS Asset-Backed Certificates Trust 2005-AB5

  -- Cl. 1-A-1M, Downgraded to Aa3 from Aaa

  -- Cl. 2-A-3, Downgraded to Aa1 from Aaa

  -- Cl. 2-A-3M, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Caa2 from A3

  -- Cl. M-7, Downgraded to Caa3 from Baa3

  -- Cl. M-8, Downgraded to C from Ba2

  -- Cl. B, Downgraded to C from B3

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC4

  -- Cl. M-9, Downgraded to Ba2 from Baa3
  -- Cl. M-10, Downgraded to Ba3 from Ba1
  -- Cl. B, Downgraded to Caa1 from Ba2

Issuer: CWABS Asset-Backed Certificates Trust 2005-BC5

  -- Cl. M-7, Downgraded to Baa3 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B, Downgraded to Caa1 from Baa3

Issuer: CWABS Asset-Backed Certificates Trust 2006-1

  -- Cl. MV-4, Downgraded to A3 from A1

  -- Cl. MV-5, Downgraded to Ba3 from A2

  -- Cl. MV-8, Downgraded to Caa2 from Ba2

  -- Cl. MV-6, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. MV-7, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. BV, Downgraded to Caa3 from B3

  -- Cl. MF-7, Downgraded to Baa2 from Baa1

  -- Cl. MF-8, Downgraded to Ba2 from Baa2

  -- Cl. BF, Downgraded to B1 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: CWABS Asset-Backed Certificates Trust 2006-10

  -- Cl. MV-2, Downgraded to A3 from Aa2

  -- Cl. MV-3, Downgraded to Ba2 from Aa3

  -- Cl. MV-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade


CYTOCORE INC: Completes $5 Million Sale of Common Stocks
--------------------------------------------------------
CytoCore Inc. completed the sale of approximately 5 million shares
of newly issued common stock at the price of $2 per share to
certain institutional and accredited investors.

In addition, approximately 2.5 million 3 year warrants exercisable
at a fixed price of $2 per share will be issued.  One warrant
accompanied every two shares purchased.   

The proceeds will be used to fund equipment purchases and working
capital.  Bathgate Capital Partners LLC acted as the placement for
3.115 million shares of the financing.

"With this fund raising, including approximately $4 million which
was received from existing investors and the Board, under similar
terms since December 2007, we believe we have the resources
required to fund our expansion and capitalize on our growth
opportunities," Robert McCullough, Jr., chief executive officer,
said.  

"We have received our first European orders for the SoftPAP
cervical cell collector and received FDA clearance to market the
SoftPAP in the United States," Mr. McCullough added.  "With the
funds raised through this offering, management can focus on
executing our growth strategy."

                      About Cytocore Inc.

Headquartered in Chicago, Illinois, CytoCore Inc. (OTC BB: CYCR)
-- http://www.cytocoreinc.com/-- is a publicly traded  
biotechnology company that is developing a proteomic-based method
of screening and diagnosis for endometrial and cervical cancer.  
The company's major product is called the InPath(TM) System and is
comprised of four distinct components: the e Collector(TM),
protein-based biochemical cocktails and Slide Based Tests, the
AIPS(TM) microscope platform, and a drug delivery system for
treating cervical lesions.

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 23, 2007,
Altschuler, Melvoin and Glasser LLP, in Chicago, expressed
substantial doubt about Cytocore Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements as of the year ended Dec. 31, 2006.  The auditing firm
pointed to the company's  recurring substantial net losses from
operations and net capital deficiency.


CHINA AOXING: Affiliate to Purchase LRT for $10.8 Million Cash
-------------------------------------------------------------
China Aoxing Pharmaceutical Company Inc.'s subsidiary, Hebei
Aoxing Pharmaceutical Group Company, signed a definitive
acquisition agreement to acquire Shijiazhuang Lerentang
Pharmaceutical Company Ltd.  The purchase price will be paid
80 million RMB or approximately $10.8 million in cash and
8 million shares of the company's common stock.

The definitive acquisition agreement contemplates that CAXG will
acquire 100% ownership of LRT.   

Completion of the transaction is expected to occur sometime in May
2008.  Completion, however, is subject to a number of conditions,
including the receipt of approval from the Chinese government.  

"We are excited to gain significant progress in the LRT
transaction and believe this acquisition will further support our
position as a leading, diversified pain management products
company," Zhenjiang Yue, chairman and CEO of China Aoxing,
commented.  

"With LRT's integration, we will execute a key part of our
business strategy by acquiring an established brand, profitable
business, and synergistic product portfolio with significant
commercialization value," Mr. Yue added.  "LRT has a number of
high value pain management products, including its flagship
product, Zhong Tong An Capsules, that have not reached their full
market potential."

"We will move quickly to the integration phase of this
transaction, ramp up and optimize production of LRT's most
promising products well as rejuvenate its existing sales and
marketing organization." Mr. Yue continued.  

"We believe this acquisition will be synergistic, as it will allow
China Aoxing to leverage its existing marketing power and
operating resources for new product launches expected out of our
pipeline over the next 12 to 18 months," Mr. Yue concluded.  "We
look forward to the many benefits associated with this acquisition
and believe it will provide us with a strong platform for sales
and profitability growth in the future."

                       About Shijiazhuang

Based in Hebei Province, China, Shijiazhuang Lerentang
Pharmaceutical Company Ltd. is a pharmaceutical company organized
under the laws of China specializing in the manufacturing and
distribution of modernized Chinese traditional medicines.  LRT was
founded in 1935.  LRT has 127 SFDA-approved products in its
portfolio and has developed a rich line of pain management drugs
in pills, tablets, capsules, oral solutions and other
formulations.                                                               

                        About China Aoxing

Incorporated in the State of Florida and headquartered in Jersey
City, New Jersey, China Aoxing Pharmaceutical Company Inc. (OTC
BB: CAXG) is a pharmaceutical company engaged in research,
development, manufacturing and marketing of a range of narcotics
and pain management pharmaceutical products in generic and
formulations.  The company's operating subsidiary, Hebei Aoxing
Pharmaceutical Co. Inc. is a corporation organized under the laws
of the People's Republic of China.  

                          *     *     *

Paritz & Company P.A., in  Hackensack, New Jersey, expressed
substantial doubt about China Aoxing Pharmaceutical Co. Inc.'s
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended  
June 30, 2007 and 2006.  The auditing firm said that the company's
current liabilities substantially exceeded its current assets.


CYBERONICS INC: Settles Lawsuit on Default of $125 Million Notes
----------------------------------------------------------------
Cyberonics Inc. settled a pending legal proceedings with note
holders regarding an alleged default and acceleration of the
company's $125 million of 3.0% convertible notes due Sept. 27,
2012.

After receiving a notice in October 2006 from Wells Fargo, N.A.,
the indenture trustee, purporting to accelerate the Notes, the
company filed a lawsuit seeking a declaration that it was not in
default.  In June 2007, the federal district court ruled that the
company did not breach the indenture, and the trustee appealed the
district court's ruling.  With the appeal still pending in the
appellate court, the parties have now reached an agreement to
settle the proceedings.

In exchange for dismissal of the lawsuit and a release from all
claims of breach, the company has agreed to repurchase for par
value any Note tendered to Cyberonics on Dec. 27, 2011, nine
months in advance of the maturity of the notes.  This settlement
allows the company to reflect the Notes as a long-term liability
at the close of its fiscal year, April 25, 2008.  Cyberonics will
make no additional changes to the terms of the indenture, apart
from the supplemental repurchase right.

"We are pleased to be able to reach an acceptable resolution of
this litigation," commented Dan Moore, Cyberonics' president and
chief executive officer.  "Although we remain confident in our
legal position, the improvement to our balance sheet resulting
from the settlement provides us with additional fiscal flexibility
in our on-going efforts to enhance shareholder value."

                About Cyberonics and VNS Therapy(TM)

Cyberonics Inc. (NASDAQ: CYBX) -- http://www.cyberonics.com/-- is  
a medical technology company with core expertise in
neuromodulation. The company developed and markets the Vagus Nerve
Stimulation (VNS) Therapy(TM) System, --
http://www.vnstherapy.com/-- which is FDA-approved for the  
treatments of epilepsy and treatment-resistant depression.  The
VNS Therapy System uses a surgically implanted medical device that
delivers electrical pulsed signals to the vagus nerve.  Cyberonics
markets the VNS Therapy System in selected markets worldwide.


DANA CORP: Appoints Gary Convis as Chief Executive Officer
-------------------------------------------------------
Reorganied Dana Corp. named Gary L. Convis to the post of Chief
Executive Officer.  Mr. Convis was appointed to Dana's new Board
of Directors in January 2008 after retiring from Toyota Motor
Corporation, where he had spent more than 20 years culminating in
his role as Chairman of Toyota Motor Manufacturing, Kentucky.

"We are delighted to welcome Gary as Chief Executive Officer,"
Dana Executive Chairman John Devine, who had served as the
company's acting CEO since January, said.  "Gary is widely
respected as one of the leading experts in lean manufacturing and
management systems, including the Toyota Production System.  Along
with his strong leadership and global industry experience, we
believe he is an ideal choice as our new Chief Executive."

"I am honored by the Board's confidence in me to lead Dana," Mr.
Convis said.  "I'm also eager to join with our people in
establishing world-class manufacturing systems and returning this
great company to the leadership ranks of the global automotive
supply industry."

Mr. Convis comes to Dana after more than four decades spent at
Toyota, General Motors Corporation, and Ford Motor Company.  He
became the first American president of Toyota's largest plant
outside Japan, Toyota Motor Manufacturing, Kentucky, in
2001.  He was named chairman of TMMK in 2006 and retired in 2007.    
Prior to this, in 2003, he was the first American manufacturing
executive appointed by Toyota Motor Corporation to be a managing
officer of TMC, as well as Executive Vice President of Toyota
Motor Engineering & Manufacturing North America, Inc.  Prior to
serving in these roles, Convis spent 16 years at New United Motor
Manufacturing, Inc., a joint venture between GM and Toyota.  
Previously, he spent more than 20 years in various roles with GM
and Ford Motor Company.

Mr. Convis earned a bachelors degree in mathematics with a minor
in physics from Michigan State University.  He will continue to
serve as a member of Dana's board.  He is also a board member of
Cooper-Standard Automotive Inc. and Compass Automotive Group,
Inc.

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

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

The company and its affiliates filed for chapter 11 protection
on March 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Nov. 30, 2007, the Debtors listed $7,131,000,000 in total assets
and $7,665,000,000 in total debts resulting in a total
shareholders' deficit of $534,000,000.

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

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

The Debtors filed their Joint Plan of Reorganization on
Aug. 31, 2007.  On Oct. 23, 2007, the Court approved the
adequacy of the Disclosure Statement explaining their Plan.
Judge Burton Lifland of the U.S. Bankruptcy Court for the
Southern District of New York entered an order confirming the
Third Amended Joint Plan of Reorganization of the Debtors on
Dec. 26, 2007.

The Debtors' Third Amended Joint Plan of Reorganization was deemed
effective as of Jan. 31, 2008.  Dana Corp., starting on
the Plan Effective Date, operated as Dana Holding Corporation.

(Dana Corporation Bankruptcy News, Issue No. 74; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 12, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Toledo, Ohio-based Dana Holding Corp. following
the company's emergence from Chapter 11 on Feb. 1, 2008.  The
outlook is negative.
           
At the same time, Standard & Poor's assigned Dana's $650 million
asset-based loan revolving credit facility due 2013 a 'BB+' rating
(two notches higher than the corporate credit rating) with a
recovery rating of '1', indicating an expectation of very high
recovery in the event of a payment default.
     
In addition, S&P assigned a 'BB' bank loan rating to Dana's
$1.43 billion senior secured term loan with a recovery rating of
'2', indicating an expectation of average recovery.


DAVID GAUSSOIN: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: David Edward Gaussoin
        dba Goswan Chiropractic
        3539 College Avenue
        San Diego, CA 92115

Bankruptcy Case No.: 08-03081

Chapter 11 Petition Date: April 16, 2008

Court: Southern District of California (San Diego)

Judge: Laura S. Taylor

Debtor's Counsel: K. Todd Curry, Esq.
                  (tcurry@currylegal.com)
                  Curry & Associates
                  525 B Street, Suite 1500
                  San Diego, CA 92101
                  Tel: (619) 238-0004
                  Fax: (619) 238-0006

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's list of his largest unsecured creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Internal Revenue Service         Income and            $213,000
P.O. Box 9019                    Employment
Holtville, NY 11742              Taxes


DELPHI CORP: Names Ronald Pirtle as President of Delphi Powertrain
------------------------------------------------------------------
Delphi Corp. disclosed changes in the top leadership for two of
its divisions.  Ronald M. Pirtle is named president of Delphi
Powertrain and president of the company's European Operations.  He
succeeds Guy Hachey, who is leaving the company to pursue another
opportunity.  Mr. Pirtle, who had been president of Delphi
Thermal, will relocate to Luxembourg and will continue to report
to Delphi CEO and President Rodney O'Neal.  James A. Bertrand
succeeds Mr. Pirtle as president of Delphi Thermal, and also
maintains his current responsibilities as president of the
company's Automotive Holdings Group.  Both divisions are
headquartered in Southeast Michigan.  Mr. Bertrand will continue
to report  to Mr. O'Neal as well.

"We wish Guy well in his next endeavors and are proud of his
tenure as a member of the Delphi leadership team," Rodney O'Neal,
CEO and president of Delphi and a member of the company's Board of
Directors, said.  "With the experience and leadership of both Ron
and Jim, the transition will be a smooth one."

"Delphi Powertrain has solidified its business model and
operations with its move to Europe in 2006 and Ron will continue
to drive growth in our fuel handling, diesel and engine management
systems globally.  At AHG, most of the work necessary to
streamline our portfolio and wind down or sell the operations has
been completed or is targeted for completion this year, allowing
Jim to concentrate fully on the growth and objectives for Delphi
Thermal's core and new markets businesses," Mr. O'Neal said.

Both executives remain members of the Delphi Strategy Board, the
company's top policy-making group and the appointments are
effective May 1.

Mr. Pirtle, 53, has more than 30 years experience in the
automotive industry and has held a variety of assignments in
engineering, finance and operations.  He has served as the
president of Delphi Thermal for twelve years.  Mr. Bertrand, 50,
has 29 years of service with the company and has a wealth of
international experience, with assignments in Canada, Europe and
Asia. He has held a variety of assignments in engineering,
finance, and operations and has served as president of two of
Delphi's divisions.

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.


DELTA FINANCIAL: Court Okays Totus & CNS Deals After HQ Wind-down
-----------------------------------------------------------------
Delta Financial Corp. and its debtor-affiliates sought and
obtained authority from the U.S. Bankruptcy Court for the District
of Delaware to enter into two agreements so that they can marshal
estate assets and evaluate claims, after winding down their
corporate headquarters in Woodbury, New York, starting March 31.

The agreements are:

   -- Service Agreement with Totus, LLC, for office space; and

   -- Agreement with Computer Network Solutions, LLC, for
      computer and information technology services.

After vacating the Woodbury HQ, the Debtors expect to further
reduce their workforce and operate out of an executive office
space with Totus.  The Debtors also expect to transition the
servicing of their information technology from an in-house system
to a completely independent third party provider, CNS.

The lease term with Totus is April 1 to July 31.  The Debtors
will pay a monthly service fee of $4,234, plus taxes; a one-time
installation fee of $1,400 for access to communications
equipment; and a refundable security deposit of two months
Service Fee.

The initial term of the CNS Agreement is April 1, 2008 to
March 31, 2009.  The Debtors may cancel the CNS Agreement after
six months.  The Debtors will pay a monthly service fee of
$9,000, plus taxes and a one time set-up fee of $1,000.

James C. Carignan, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, notes the monthly cost to the estate for the services
subject to the Wind Down Agreements is expected to be $13,234
(excluding one time start up fees of $2,400, a $400 per month fee
for help desk services related but not subject to the CNS
Agreement, and applicable taxes).  The alternative, he notes,
would be to remain in Woodbury at a monthly cost to the estate of
over $250,000 in rent and related charges.

The Debtors obtained the written consent from the United States
Trustee and from the Official Committee of Unsecured Creditors to
use the services of Totus and CNS before entering into the Wind-
Down Agreements.

As of January 31, 2008, the Debtors vacated and surrendered all
of their branch office space by rejecting the appropriate
nonresidential real property leases pursuant to Court-approved
rejection procedures.  The Debtors were scheduled to vacate their
Woodbury HQ by March 31, 2008.  The Debtors have shut down every
office location nationwide, exactly four months and two weeks
after filing their Chapter 11 petitions.

                      About Delta Financial

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

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

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Court extended until June 16,
2008, the period during which the Debtors have the exclusive right
to file a plan of reorganization or liquidation.  (Delta Financial
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Insurers Say DFREC Suit Not Covered by Policies
----------------------------------------------------------------
In separate pleadings, insurance companies Westchester Surplus
Lines Insurance Company, Axis Specialty Insurance Company, and
United States Fire Insurance Company ask the U.S. Bankruptcy Court
for the District of Delaware to deny the request by Delta
Financial Corp. and its debtor-affiliates for payment of defense
costs incurred by the Debtors' officers and directors in
connection with a lawsuit filed by Delta Funding Residual Exchange
Company, LLC:

Westchester asks the Court to:

   -- declare that it is not liable for reimbursement or
      indemnification for Delta Financial Corporation and its
      directors and officers' defense costs and future loss
      incurred in the DFREC Action; and

   -- dismiss the Debtors' claim for breaches of contract and
      implied covenant of good faith and fair dealing.  

Representing Westchester, Carl N. Kunz, III, Esq., at Morris
James LLP, in Wilmington, Delaware, tells the Court that Delta
Financial Corporation's claims are excluded from the Management
Insurance Policy.  Mr. Kunz notes the Exclusion provision under
the Policy provides that Westchester will not be liable for loss
on account of any claim made against any insured director or
officer based upon payment by the Debtors of allegedly inadequate
consideration in connection with their purchase of securities
issued by another company.

The Debtors' claims do not constitute a loss under the Policy
because the DFREC Action seeks payment of a portion of the
consideration Delta Financial allegedly failed to provide in
exchange for the notes surrendered by DFREC and its managing
member Delta Funding Residual Management,Inc., as part of an
exchange transaction, Mr. Kunz contends.

Kevin F. Brady, Esq., at Connolly Bove Lodge & Hutz LLP, in
Wilmington, Delaware, asserts that Axis is not liable for the
defense costs because the management insurance policy issued by
Westchester Surplus Lines Insurance Company, the primary
insurance policy to which the Axis policy follows form, excludes
coverage for loss on account of any claim made against the
insured based upon inadequate consideration.

The DFREC Action alleges that Delta Financial and its individual
officers and directors made misrepresentations about the value of
the cashflow certificates the company transferred to DFREC in
connection with an exchange transaction.

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
Debtors asked Judge Christopher S. Sontchi to rule that three
insurance companies have to pay for the defense costs incurred by
the Debtors.

The Debtors asked the Court to declare that Westchester:

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

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

Mr. Brady contends that even in the absence of the Exclusion,
Delta Financial could not recover under the Westchester or Axis
Policies for the sums incurred in the DFREC Action because the
Action does not seek "Loss" payable under New York law.  It is
directly contrary to well-established New York public policy to
require an insurer to provide coverage for "loss that results
from being directed to return improperly acquired funds, he says.

Mr. Brady, who also represents U.S. Fire, asserts the insurer is
not obligated to provide coverage to DFC because (1) the Policies
exclude claims arising out of DFC's purchase of securities for
insufficient consideration; (2) the damages sought in the
Underlying Action constitute uninsurable "Loss;" (3) coverage for
the D&Os is precluded by virtue of the "outside capacity"
exclusion; and (4) there is no justiciable controversy between
DFC and U.S. Fire because the U.S. Fire Policy is not triggered
until the Westchester Policy has been fully exhausted.

                      About Delta Financial

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

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

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Court extended until June 16,
2008, the period during which the Debtors have the exclusive right
to file a plan of reorganization or liquidation.  (Delta Financial
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Court Okays Stipulation Staying DFREC et al. Case
------------------------------------------------------------------
Delta Financial Corp., its debtor-affiliates, Delta Funding
Residual Exchange Company, LLC, and Delta Funding Residual
Management, Inc., sought and obtained the approval of the U.S.
Bankruptcy Court for the District of Delaware of a stipulation
staying the action commenced by DFREC, et al., in the Supreme
Court of the State of New York against the Debtors and certain
directors and officers.

The Debtors and DFREC, et al., have been discussing the
adjournment of the Debtors' request to extend the automatic stay
and the possibility of resolving the issues raised in the
Debtors' preliminary injunction request in the Adversary
Proceeding.

The Debtors and DFREC, et al., agreed that:

   1. The New York Action is stayed with respect to all
      defendants in the action, including the D&Os, until
      May 12, 2008;

   2. The stay is be without prejudice to the Debtors' and
      DFREC, et al.'s, rights to agree to additional stays; and

   3. The hearing on the Injunction Motion and the deadline for
      responding to the Request will be convened after May 12,
      2008.

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

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

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

As reported in the Troubled Company Reporter on Feb. 20, 2008, the
Debtors asked Judge Christopher S. Sontchi to rule that three
insurance companies have to pay for the defense costs incurred by
the Debtors.

The Debtors asked the Court to declare that Westchester:

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

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

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

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

                      About Delta Financial

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

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

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Court extended until June 16,
2008, the period during which the Debtors have the exclusive right
to file a plan of reorganization or liquidation.  (Delta Financial
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


DELTA FINANCIAL: Court Sets Claims Bar Date May 5
-------------------------------------------------
The U.S. Bankruptcy Court for the District Court of Delaware set
May 5, 2008, as the General Claims Bar Date in the bankruptcy case
of Delta Financial Corp.  The Court's prior order provides
June 16, 2008, as the Governmental Claims Bar Date.

                      About Delta Financial

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

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

The Debtors selected Morrison & Foerster LLP as their general
bankruptcy counsel and David B. Stratton, Esq. and James C.
Carignan, Esq. at Pepper Hamilton LLP as their counsel.  The
Debtors hired AlixPartners LLP as their claims agent.  The
Official Committee of Unsecured Creditors retained Landis Rath &
Cobb LLP as its Delaware counsel.

The Debtors' amended consolidated quarterly financial condition as
of Sept. 30, 2007, showed $7,223,528,000 in total assets and
$7,108,232,000 in total liabilities.  The Debtors' petition listed
D.B. Structured Products Inc. as their largest unsecured creditor
holding a $19,500,000 claim.  The Court extended until June 16,
2008, the period during which the Debtors have the exclusive right
to file a plan of reorganization or liquidation.  (Delta Financial
Bankruptcy News, Issue No. 11; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000).


DEVINE ENTERTAINMENT: Issues Financial Restatement for Fiscal 2006
------------------------------------------------------------------
Devine Entertainment Corporation is restating its previously
reported consolidated financial statements for the fiscal year
ended Dec. 31, 2006.

                Summary of Restatement Adjustments

(a) In prior years, the company issued convertible debentures.  
    The fair value of the conversion feature was recorded as part
    of contributed surplus.  The company did not record the
    accretion of interest during the term of these convertible
    debentures.  As a result the convertible debentures and the
    deficit balance were understated by $181,510.  These
    convertible debentures were not renewed upon maturity prior to
    2006.  Accordingly these debentures have been recorded as
    loans payable.

    The company has corrected this error retroactively.  As a
    result the loans payable and deficit balance at Jan. 1, 2006     
    and Dec. 31, 2006 has increased been by $181,510.

(b) The company has determined that the previously filed financial
    statements contained errors resulting from the incorrect
    accounting related to interest for the company's Investment in
    film, television programs and recordings.  The interest
    expense should have been capitalized.

    The company has restated the loan interest paid in 2006 from
    interest expense and capitalized it to Investment in film,
    television programs and recordings.  The restatement amounts
    to $30,312.  As a result investment in film, television
    programs and recordings increased by $30,312 and deficit
    decreased by $30,312 for 2006.

(c) The company has determined that the previously filed financial
    statements contained errors resulting from the incorrect
    volatility calculation used to determine the fair value of
    warrants and options for the year ended Dec. 31, 2006.  As a
    result, capital stock has been decreased by $62,943 and
    warrants have been increased by $62,943.  In addition,
    contributed surplus, operating & general expenses, loss and
    comprehensive loss and deficit for the year ended Dec. 31,     
    2006 have been increased by $19,710.

    Stock based compensation of $26,784 was reclassified to
    operating expenses.


    The company had previously included warrants as a component of
    contributed surplus.  The company has determined that the
    correct presentation would be to disclose warrants separately.  
    As a result contributed surplus has been reduced by $199,046
    and warrants have been increased by $199,046.  In addition,
    the fair value of warrants $36,957 which expired in 2006 was
    reallocated to contributed surplus.  The company reissued
    2,547,500 warrants which had expired on April 7, 2006.  The
    warrants were extended for an additional year and the fair
    value of $110,512 was allocated to warrants from contributed
    surplus.

(d) The company had previously recorded subscriptions receivables
    on the balance sheet as a current and long term asset.  Under
    EIC-132, the company is required to present subscriptions
    receivables as a reduction in equity until such time that the
    receivable is collected.  The company has restated
    subscriptions receivables accordingly and the effect of the
    restatement resulted in a decrease to Subscriptions
    receivables of $132,296, a decrease to long term receivable of
    $175,097 and a reduction to contributed surplus of $307,393 at
    Dec. 31, 2006.  In addition, proceeds from financing and
    subscriptions receivable have been grouped together in the
    statement of cash flows.

(e) The company restated its preferred shares from an equity
    component to a liability as it was determined that under the
    CICA Handbook Section 3861, and following the guidance under
    EIC-149.  The preferred shares are redeemable, retractable and
    have a preferential priority participation in the residual
    equity of the company, accordingly preferred shares have been
    restated as a liability.  The effect of the restatement
    resulted in a reclassification from preferred shares in the
    equity section of the balance sheet in the amount of $494,550
    to preferred shares in the liability section in the amount of
    $494,550 and accordingly dividends amounting to $45,004 would
    be restated as interest expense.

(f) The company has restated its Investment in film, television
    programs and recordings to include an accrual for future tax
    credits associated with its cost of projects in progress.  
    This restatement resulted in an increase in Film tax credits
    receivable and a reduction in Investment in film, television
    programs and recordings of $76,000.

      Balance Sheet           As Reported          As Restated
      -------------           -----------          -----------
      Assets                  $12,934,759          $12,657,678
      Liabilities               9,476,413           10,152,473
      Capital Stock            12,330,949           12,268,006
      Contributed Surplus       1,267,449              707,165
      Warrants                          -              335,544
      Preferred Shares            494,550                    -
      Deficit                 (10,634,602)         (10,805,510)
      Shareholders' Equity      3,458,346            2,505,205
                              ------------         ------------
      Liabilities and
      Shareholders' equity    $12,934,759          $12,657,678

      Statement of Operations As Reported          As Restated
      ----------------------- -----------          -----------
      Revenue                 $   423,959          $   423,959
      Expenses                  2,938,110            2,972,512
      Net Loss                  2,514,151            2,548,553

For the fiscal year ended Dec. 31, 2007, the company incurred
losses of $0.572 million out of revenues of $6.144 million.

As of Dec. 31, 2007, to company's consolidated balance sheet
reflected total assets of $8,492,237, total liabilities of
$5,605,928 and a total shareholders' equity of $2,886,309.
      

DIABLO GRANDE: Taps FTI Consulting as Financial Advisor
-------------------------------------------------------
Diablo Grande Limited Partnership asks the U.S. Bankruptcy Court
for the Eastern District of California for authority to employ FTI
Consulting, Inc. as its financial advisor.

FTI Consulting will provide:

     -- assistance to the Debtor's management in assessment of the
        valuation of the Debtor's assets;

     -- assistance to the Debtor's management in the preparation
        of a liquidation analysis;

     -- assistance to the Debtor in the preparation of financial
        related disclosures required by the Court, including the
        Schedules of Assets and Liabilities, the Statement of
        Financial Affairs and Monthly Operating Reports;

     -- assistance with the identification and implementation of
        short-term cash management procedures;

     -- assistance with the identification of executory contracts
        and leases and performance of cost/benefit evaluations
        with respect to the affirmation or rejection of each;

     -- assistance in the preparation of financial information for
        distribution to creditors and others, including, but not
        limited to, cash flow projections and budgets, cash
        receipts and disbursement analysis, analysis of various
        asset and liability accounts, and analysis of proposed
        transactions for which Court approval is sought;

     -- attendance at meetings and assistance in discussions with
        potential investors, banks and secured lenders, any
        official committee appointed in these chapter 11 cases,
        the US Trustee, other parties in interest and
        professionals hired by the same, as requested;

     -- analysis of creditor claims by the type, entity and
        individual claim, including assistance with the
        development of database, as necessary, to track such
        claims;

     -- assistance in the preparation of information and analysis
        necessary for the confirmation of a plan in this chapter
        11 proceeding;

     -- assistance in the evaluation and analysis of avoidance
        actions, including fraudulent conveyances and preferential
        transfers;

     -- litigation advisory services with respect to accounting
        and tax matters, along with expert witness testimony on
        case related issues as required by the Debtor; and

     -- such other general business consulting or such other
        assistance as Debtor's management or counsel may deem
        necessary that are consistent with the role of a financial
        advisor and not duplicative of services provided by other
        professionals in this proceeding.

The firm will charge the Debtor at these rates:

     Designation                      Hourly Rates
     -----------                      ------------
     Senior Managing Director         $615 - $675
     Directors/Managing Directors     $450 - $590
     Associates/Consultants           $225 - $420
     Administration/Paraprofessionals  $95 - $180

To the best of the Debtor's knowledge, the firm holds no interest
adverse to the Debtor and its estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy code.

Patterson, California-based Diablo Grande LP owns 33,000-acre real
property and runs a resort hotel with golf courses and convention
center.  Diablo Grande LP's general partner is Diablo Grande Inc.
with Donald Panoz as president.  It filed for chapter 11
protection on March 10, 2008 (Bankr. E.D. Calif. Case No. 08-
90365).  Judge Robert S. Bardwil is presiding the case.  Michael
H. Ahrens, Esq., represents the Debtor in its restructuring
efforts.  When the Debtor filed for bankruptcy, it listed asset
and debts between $50 million and $100 million.  The Debtor did
not file a list of its largest unsecured creditors.


DIAMOND GLASS: ACH Objects to Asset Sale Bidding Procedures
-----------------------------------------------------------
Automotive Components Holdings LLC, a secured lender of Diamond
Glass Inc. and DT Subsidiary Corp., objects to the Debtors'
proposed bid procedures for the sale of substantially all of their
assets.

The Debtors previously asked the Court to allow bid procedures and
approve the asset sale.  The Debtors, in consultation with its
financial advisor NatCity Investments Inc., considered a number of
potential sales and restructuring alternatives in order to develop
a plan that would maximize value for their creditors and to ensure
survivability.

On the bankruptcy filing date, the Debtors entered into an asset
purchase agreement with a stalking horse bidder under which the
bidder would acquire substantially all of the Debtors' assets.  
Pursuant to the purchase agreement, the stalking horse bidder
agreed to provide consideration for the assets equal to $34
million in the form of a credit bid, plus assumed liabilities.

In order to maximize the Debtors' assets for the benefit of their
estates and creditors, the Debtors determined that a formal
solicitation of bids for the sale of the assets as a going concern
is in their bests interests.  In anticipation of a Court approval,
the Debtors have actively marketed their assets and executory
contracts and unexpired leases.  The Debtors related that more
than 130 potential financial purchasers have been contacted, and
at least 18 have executed or are in the process of executing
agreements.

The Debtors explained that, in order to participate in the bidding
process, a person or entity interested in all or portions of the
assets must first deliver to the Debtors an executed
confidentiality agreement.

The Debtors and their advisors will:

   1) determine whether a potential bidder is a qualified bidder;
   2) coordinate the efforts of bidders in conducting their due-
      diligence investigations;
   3) receive offers from qualified bidders; and
   4) negotiate any offers made to purchase the assets.

If a qualified competing bid is received by the bid deadline, the
Debtors will conduct an auction on June 5, 2008, at 9:00 a.m., at
the offices of Young Conaway Stargatt & Taylor, The Brandywine
Building, 1000 West Street, 17th Floor, in Wilmington, Delaware.

All bids must be submitted in writing no later than 12:00 noon, on
June 3, 2008 to these parties:

      Diamond Glass Inc.
      Attn: William Cogswell, President
      220 Division Street
      Kingston, PA 18704

            -- or --

      Foley & Lardner LLP
      Attn: Michael P. Richman, Esq.
      90 Park Avenue
      New York, NY 10016

            -- or --

      Young Conaway Stargatt & Taylor LLP
      Attn: Michael Nestor, Esq.
      The Brandywine Building
      1000 West Street, 17th Floor
      Wilmington, DE 19801

The Debtors also included in its bid procedures an offer by
Guggenheim Corporate Funding LLC, a secured lender, to provide up
to $25,000,000 of acquisition and working capital financing to any
qualified bidder to support its competing bid to acquire the
assets.

                 Automotive Components' Objections

ACH has an unpaid prepetition contract claim against Diamond Glass
for $572,327 for glass ACH sold and delivered to the Debtors
before their bankruptcy filing.

ACH's claim is secured by an offsetting, prepetition mutual
indebtedness for $350,483 that ACH owes to the Debtors for glass
replacement services.  ACH's setoff rights are entitled to
adequate protection, under Section 506(a) of the U.S. Bankruptcy
Code, the same as any other interest in property of the bankruptcy
estate.

The secured lender previously asked the Court for relief from the
automatic stay in order to offset these claims.

ACH objects to the bid procedures request since the procedures
authorize the Debtors to sell assets free and clear of liens,
including ACH's first-priority setoff rights, while at the same
time allowing the Debtors' secured lenders to credit bid their
claims for the purchase of assets.

ACH said it does not consent to the sale of the account owed by
ACH to the Debtors free and clear of ACH's setoff rights because
these rights constitute an interest in that account that will not
be adequately protected by the procedures set in the Debtors' bid
procedures request.

                       About Diamond Glass

Based in Kingston, Pennsylvania, Diamond Glass Inc. --
http://www.diamongtriumph.com/and   
http://www.daimondtriumphglass.com/-- is a provider of automotive  
glass replacement and repair services.  The company and and its
debtor-affiliate DT Subsidiary Corp., filed for Chapter 11
bankruptcy petition on April 1, 2008 (Bankr. D. Del. Lead Case No.
08-10601).  Donald J. Bowman Jr., Esq. and Joseph M. Barry, Esq.,
at Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.  When the Debtors filed for
bankruptcy protection, they listed estimated assets of between $10
million to $50 million and estimated debts of between $100 million
to $500 million.


DIOMED HOLDINGS: Amex Delists Securities Effective April 28, 2008
-----------------------------------------------------------------
The American Stock Exchange LLC disclosed its final determination
to remove the common stock of Diomed Holdings Inc. from listing on
the Exchange, and filed an application on Form 25 to strike the
Securities from listing with the Securities and Exchange
Commission.  The delisting will become effective on April 28, 2008
unless postponed by the SEC.
    
Pursuant to its rules, the Exchange provided notice to Diomed
Holdings Inc. of the decision to delist the Securities and an
opportunity to appeal the decision to a panel designated by the
Exchange's Board of Governors.

                    About Diomed Holdings Inc.

Headquartered in Andover, Massachussetts, Diomed Holdings Inc.
(AMEX: DIO) -- http://www.evlt.com/-- develops and commercializes   
minimal and micro-invasive medical procedures that use its
proprietary laser technologies and disposable products.  Diomed's
EVLT(R) laser vein ablation procedure is used in varicose vein
treatments.  Diomed also provides photodynamic therapy for use in
cancer treatments, and dental and general surgical applications.

                         *     *     *

As reported by the Troubled Company Reporter on March 17, 2008,
Diomed Holdings Inc. and its subsidiary, Diomed Inc., filed a
voluntary petition under Chapter 11 of the U.S. Bankruptcy
Code in the U.S. Bankruptcy Court for the District of
Massachusetts, Western Division.  


DR ENTERTAINMENT: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: DR Entertainment Group, LLC
        dba Minxx Gentlemen's Club
        4636 Wynn Road
        Las Vegas, NV 89103

Bankruptcy Case No.: 08-13752

Type of Business: The Debtor is the parent company of the MINXX
                  Gentlemen's Club adult club.  See
                  http://www.minxx.net/

Chapter 11 Petition Date: April 18, 2008

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Barry Levinson, Esq.
                  2810 S. Rainbow Blvd.
                  Las Vegas, NV 89146
                  Tel: (702) 836-9696
                  Fax: (702)- 836-9699
                  Email: lscunningham1@excite.com

Total Assets:        $0

Total Debts: $1,353,645

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


DRAGON PHARMACEUTICAL: Ernst & Young Expresses Going Concern Doubt
------------------------------------------------------------------
Ernst & Young LLP raised substantial doubt about the ability of
Dragon Pharmaceutical, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
recurring working capital deficiency.

The company has a working capital deficiency of $16,370,000 at
Dec. 31, 2007.

The company posted a net income of $2,501,000 on total sales of
$85,782,000 for the year ended Dec. 31, 2007, as compared with a
net income of $4,534,000 on total sales of $52,410,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $114,477,000
in total assets, $38,805,000 in total liabilities and $46,864,000
in total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $38,805,000 in total current assets
available to pay $55,171,000 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?2a87

                  About Dragon Pharmaceutical

Headquartered in Vancouver, Canada, Dragon Pharmaceutical Inc.
(OTC BB: DRUG.OB) -- http://www.dragonpharma.com/-- is an  
international pharmaceutical company with production facilities
located in China.  The company now has 47 drugs approved by the
Chinese SFDA.  The company has three key business units consisting
of a Chemical Division for manufacturing bulk active
pharmaceutical ingredient (API) and pharmaceutical intermediates,
a Pharma Division for manufacturing formulated generic drugs with
a focus on Cephalosporin antibiotics and freeze-dry injectables,
and a Biotech Division for manufacturing biologics, currently
Erythropoietin or EPO.

The company's headquarters in British Columbia accommodates
corporate functions such as financial reporting, SEC compliance,
corporate finance, internal control and investor relations.  The
company also has corporate offices in Beijing & Datong, China to
manage its businesses in China including strategy formulation in
the Chinese market, product development, production and sales and
marketing management.


ENCORE CREDIT: High Delinquencies Cues Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 8 tranches
from 2 subprime RMBS transactions issued by Encore.  1 downgraded
tranche remains on review for possible further downgrade.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: Encore Credit Receivables Trust 2005-3

  -- Cl. M-6, Downgraded to Baa1 from A3

  -- Cl. M-7, Downgraded to Ba1 from Baa1

  -- Cl. M-8, Downgraded to B1 from Baa2

  -- Cl. B, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Encore Credit Receivables Trust 2005-4

  -- Cl. M-8, Downgraded to Baa3 from Baa2

  -- Cl. M-9, Downgraded to B2 from Baa3

  -- Cl. M-10, Downgraded to Caa1 from Ba1

  -- Cl. M-11, Downgraded to Caa2 from Ba2


ENERGY XXI: S&P Holds 'CCC+' Rating and Revises Outlook to Pos.
---------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on oil and
gas exploration and production company Energy XXI (Bermuda) Ltd.
to positive from stable and affirmed its 'CCC+' corporate credit
rating on the company.
      
"The outlook revision reflects the progress Energy XXI has made
integrating properties acquired from Pogo Producing Co. in June
2007, which has helped improve operating results," said Standard &
Poor's credit analyst Paul Harvey.
     
The positive outlook also acknowledges the benefits to earnings
and cash flow over the near term that come from the currently
strong hydrocarbon price environment.  During first half of fiscal
2008, Energy XXI's production averaged about 26,000 barrels per
day, which is a 61% increase over average production for fiscal
year ended June 30, 2007.  Energy XXI should also continue to have
solid reserve replacement while repaying debt.


EPICEPT CORP: Gets Delisting Notice From Nasdaq For Non-compliance
------------------------------------------------------------------
EpiCept Corporation received a letter from the Nasdaq Listings
Qualification Department stating that EpiCept is not in compliance
with the continued listing requirements of The Nasdaq Capital
Market because the bid price of EpiCept's common stock has closed
below the minimum $1.00 per share requirement for 30 consecutive
business days, pursuant to Marketplace Rule 4310(c)(4).

Pursuant to Nasdaq Marketplace Rule 4450(c)(8)(D), EpiCept will be
provided a period of 180 calendar days, or until Oct. 13, 2008, to
regain compliance.  If at any time before Oct. 13, 2008, the bid
price of EpiCept's common stock closes at $1.00 per share or more
for a period determined by Nasdaq, which shall be a minimum of 10
consecutive business days and a maximum of 20 consecutive business
days, it will provide written notification to EpiCept that it
complies with the Rule.

In the event that EpiCept does not regain compliance by Oct. 13,
2008, the Department will determine whether EpiCept meets the
remaining initial listing criteria set forth in Marketplace Rule
4310(c), and if it does so, EpiCept will be granted an additional
180-calendar day compliance period.

Previously, on April 8, 2008, EpiCept likewise received a letter
from Nasdaq stating that EpiCept was not in compliance with the
continued listing requirements of The Nasdaq Capital Market
because the market value of EpiCept's listed securities had fallen
below $35,000,000 for 10 consecutive trading days, pursuant to
Marketplace Rule 4310(c)(3)(B)).  Pursuant to Nasdaq Marketplace
Rule 4450(c)(8)(C), EpiCept was provided 30 calendar days, or
until May 5, 2008, to regain compliance.

In the event that EpiCept is not eligible for the minimum bid
price additional compliance period, or if EpiCept does not regain
compliance with the market value standard by May 5, 2008, EpiCept
will have the right to appeal a determination to delist EpiCept's
securities.  EpiCept's securities would remain listed on The
Nasdaq Capital Market until the completion of this appeal process.

The company intends to focus its efforts on regaining compliance
with Nasdaq's requirements.

                    About EpiCept Corporation

Based in Tarrytown, New York, EpiCept Corporation (NASDAQ:EPCT) --  
http://www.epicept.com/-- is a specialty pharmaceutical company  
focused on the development of pharmaceutical products for the
treatment of cancer and pain.  The company has a portfolio of five
product candidates in active stages of development.  It includes
an oncology product candidate submitted for European registration,
two oncology compounds, a pain product candidate for the treatment
of peripheral neuropathies and another pain product candidate for
the treatment of acute back pain.  The two wholly owned
subsidiaries of the company are Maxim, based in San Diego,
California, and EpiCept GmbH, based in Munich, Germany, which are
engaged in research and development activities.


EDWARD REDFERN: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Edward John Redfern
        2042 Linda Flora Drive
        Los Angeles, CA 90077

Bankruptcy Case No.: 08-14702

Chapter 11 Petition Date: April 9, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Claudia L. Phillips, Esq.
                  (celpmgp@aol.com)
                  5699 Kanan Road, Suite 425
                  Agoura Hills, CA 91301
                  Tel: (310) 597-3534
                  Fax: (818) 735-0139

Total Assets: $1,925,250

Total Debts:  $1,364,008

Debtor's list of his 19 largest unsecured creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ilan Bialer                      Loan                   $18,000
P.O. Box 18401
Beverly Hills, CA 90209

Citi Cards                       Credit Card            $10,729
.O. Box 6409
The Lakes, NV 88901-6409

Bank of America                  Credit Card             $5,493
P.O. Box 530942
Atlanta, GA 30353-0942

AWA Collections                  Credit Card             $3,621

The Angeles Clinic and           Medical                 $3,493
Research Institute

21 Century Oncology of           Medical                 $2,343
California

LVNV Funding LLC                 Purchases               $1,142

Bloomingdales                    Purchases               $1,140

Professional Collection          Telephone                 $658
Consultants

Palisades Collection LLC         Telephone                 $509

Professional Consultants         Telephone                 $484

Banana Republic                  Purchases                 $365

Drive Financial                  Vehicle                 $6,279
                                                       Secured:
                                                         $6,000

Central Finance Control          Medical                   $156

Fawad Zafar-Khan, M.D.           Medical                   $141

Respiratory Consultants of       Medical                   $103
Santa Monica

NCO Financial                    Medical                    $96

Pacific Heart Institute          Medical                    $67

M. Leonard & Associates          Medical                    $50


FBR SECURITIZATION: Moody's Downgrades Ratings on 31 Tranches
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 31 tranches
from 4 subprime RMBS transactions issued by FBR Securitization
Trust.  4 downgraded tranches remain on review for possible
further downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate,
subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going surveillance process.

Complete rating actions ares:

Issuer: FBR Securitization Trust 2005-2

  -- Cl. M-5, Downgraded to Baa2 from A2
  -- Cl. M-6, Downgraded to B2 from A3
  -- Cl. M-7, Downgraded to Caa1 from Baa1
  -- Cl. M-8, Downgraded to Caa2 from Baa2
  -- Cl. M-9, Downgraded to Caa3 from Baa3

Issuer: FBR Securitization Trust 2005-3

  -- Cl. AV2-4, Downgraded to Aa1 from Aaa

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from A1

  -- Cl. M-5, Downgraded to Caa2 from A2

  -- Cl. M-6, Downgraded to Caa3 from A3

  -- Cl. M-7, Downgraded to Caa3 from Baa1

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to C from Baa3

Issuer: FBR Securitization Trust 2005-4, Mortgage-Backed Notes,
Series 2005-4

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1

  -- Cl. M-5, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from A3

  -- Cl. M-7, Downgraded to Caa2 from Baa1

  -- Cl. M-8, Downgraded to Caa3 from Baa2

  -- Cl. M-9, Downgraded to Ca from Baa3

  -- Cl. M-10, Downgraded to Ca from Ba1

Issuer: FBR Securitization Trust 2005-5

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Ba2 from A3

  -- Cl. M-7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3

  -- Cl. M-10, Downgraded to Caa2 from Ba1

  -- Cl. M-11, Downgraded to Caa3 from Ba2


FEDERAL-MOGUL: Asbestos Trust Wants Pneumo Claims Holders Barred
----------------------------------------------------------------
The Asbestos Personal Injury Trust established under Federal-Mogul
Corp. and its debtor-affiliates' Fourth Amended Joint Plan of
Reorganization asks the U.S. Bankruptcy Court for the Southern
District of New York to issue a preliminary injunction restraining
and enjoining more than 20,000 holders of Pneumo Asbestos Claims,
both known and unknown, from commencing or continuing prosecution,
enforcement or recovery of their claims against Cooper and Pneumo
Abex until the Court enters a ruling regarding a Plan A
Settlement.

The Reorganized Debtors' Fourth Amended Joint Plan of
Reorganization provides for the implementation of two alternative
settlement agreements as a means of resolving the claims asserted
by Cooper Industries, LLC, and Pneumo Abex, LLC, and other Pneumo
Asbestos Claimants.

The Plan A Settlement requires Cooper and Pneumo Abex to make
approximately $756 million in contributions to the Pneumo Abex
Subfund of the Asbestos Personal Injury Trust and extends a third
party injunction pursuant to Section 524(g)(4)(A)(ii) of the
Bankruptcy Code to Cooper, Pneumo Abex and certain of their
affiliates.  The Plan B Settlement resolves Cooper's and Pneumo
Abex's claims in return for a $140 million payment from the
Asbestos PI Trust.

As reported in the Troubled Company Reporter on November 12, 2007,
the Court confirmed the Fourth Amended Plan and approved the Plan
B Settlement.  The Plan became effective the following month but
the Plan B Settlement has not been implemented pending the Court's
ruling on the Plan A Settlement.  Pursuant to the Plan B
Settlement, the Asbestos Trust placed the $140 million Settlement
Amount in an escrow account.  The Settlement Amount will either be
released to Cooper and Pneumo Abex, in the event the Plan B
Settlement is implemented, or returned to the Trust for
distribution to its beneficiaries if the Court approves the Plan A
Settlement.

While the decision regarding the Plan A Settlement is pending,
Cooper and Pneumo Abex continue to incur expenses defending
Pneumo Asbestos Claims in the tort system, Kathleen Campbell
Davis, Esq., at Campbell & Levine, LLC, in Wilmington, Delaware,
relates.

On April 10, 2008, Cooper advised the Asbestos Trust in writing
that unless an injunction is in place staying Pneumo Asbestos
Claims by May 31, 2008, it will send a notice causing the Plan B
Settlement Agreement to become effective.  Cooper added that it
would forbear from sending that notice for so long as the
injunction remains in place and is effective.

Ms. Davis says the Plan B Settlement gives Cooper the unilateral
right to terminate the Plan A Settlement and cause the Plan B
Settlement to be implemented after giving notice to Pneumo Abex,
Federal-Mogul Corp., the Official Committee of Asbestos
Claimants, and the Future Claims Representative.

A list of the known Pneumo Asbestos Claimants is available for
free at http://bankrupt.com/misc/fmc_pneumoclaimants.pdf

Ms. Davis says in the absence of injunctive relief, the Asbestos
Trust will suffer substantial and irreparable injury consisting
of, among other things, the loss of the $140 million Settlement
Amount that would otherwise be available for distribution to
Trust beneficiaries.  She contends that an injunctive relief will
provide the necessary breathing room to keep all parties to the
Plan A Settlement committed to the Settlement and allow time for
the Court to fully develop its decision regarding the Plan A
Settlement.  

The Asbestos Trust believes that the Plan A Settlement is far
more advantageous to its beneficiaries than the Plan B
Settlement, Ms. Davis tells the Court.  To recall, more than 95%
of Pneumo Asbestos Claimants voted in favor of the Plan A
Settlement and the FCR and the Asbestos Committee have also
expressed their belief on the record that the Plan A Settlement
provides fair and equitable treatment to Pneumo Asbestos
Claimants, Ms. Davis says.  

A temporary injunction will not result in any undue hardship to
the Pneumo Asbestos Claimholders who may ultimately receive the
benefit of the Plan A Settlement, or, at worst, return to the
tort system, Ms. Davis avers.

Federal-Mogul Corporation -- http://www.federal-mogul.com/--        
(OTCBB: FDMLQ) is a global supplier, serving the world's foremost
original equipment manufacturers of automotive, light commercial,
heavy-duty, agricultural, marine, rail, off-road and industrial
vehicles, as well as the worldwide aftermarket.  Founded in
Detroit in 1899, the company is headquartered in Southfield,
Michigan, and employs 45,000 people in 35 countries.  Aside from
the U.S., Federal-Mogul also has operations in other locations
which includes, among others, Mexico, Malaysia, Australia, China,
India, Japan, Korea, and Thailand.

The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan Esq., James F.
Conlan Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown &
Wood, and Laura Davis Jones Esq., at Pachulski, Stang, Ziehl &
Jones, P.C., represent the Debtors in their restructuring efforts.
When the Debtors filed for protection from their creditors, they
listed $10.15 billion in assets and $8.86 billion in liabilities.
Federal-Mogul Corp.'s U.K. affiliate, Turner & Newall, is based at
Dudley Hill, Bradford.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer,
Esq., and Eric M. Sutty, Esq., at The Bayard Firm represent the
Official Committee of Unsecured Creditors.

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.  (Federal-Mogul Bankruptcy News, Issue No. 166; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or      
215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Jan. 10, 2008,
Moody's Investors Service confirmed the ratings of the reorganized
Federal-Mogul Corporation -- Corporate Family Rating, Ba3;
Probability of Default Rating, Ba3; and senior secured bank credit
facilities, Ba2.  The outlook is stable.  The financing for the
company's emergence from Chapter 11 bankruptcy protection has been
funded in line with the structure originally rated by Moody's in a
press release dated Nov. 28, 2007.

As reported in the Troubled Company Reporter on Jan. 7, 2008,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Southfield, Michigan-based Federal-Mogul Corp.
following the company's emergence from Chapter 11 on Dec. 27,
2007.  The outlook is stable.


FIRST NATIONAL: Files Chapter 7 after Massive Workforce Layoff
--------------------------------------------------------------
First National Mortgage Sources filed for Chapter 7 bankruptcy
after dismissing most of its workforce in February 2008, The
Kansas City Star reports.

Kansas City Star, citing Robert Readle, a credit analyst hired to
salvage the company, states that the credit crisis and lawsuits by
the company's lenders forced the company into bankruptcy.  The
bankruptcy filing listed 45 lawsuits against the company,
consisting mainly of lenders demanding buybacks after loans the
company brokered went bad, KCS notes.

KCS relates that First National Mortgage Sources listed $862,804
in assets and $2.3 million in liabilities.  The company's sole
largest asset was a Las Vegas real estate valued at $500,000.

According to KCS, citing John Cruciani, the company's bankruptcy
counsel, the company was confronted with the same circumstance
that mortgage companies are experiencing.

KCS relates that in February 2008, the Office of the Comptroller
of the Currency, which regulates national banks, omitted First
National from its bank operating subsidiaries list.  As of
February 22, the company had stopped locking in loans, KCS notes.

Headquartered in Overland Park, Kansas, First National Mortgage
Sources -- http://www.FNMScorp.com/-- offers mortgage products in  
all 50 states for prime and subprime borrowers looking to buy or
refinance homes.  The company provides back-office support to its
branches, well as online tools that enable consumers to educate
themselves about home loans, find the best loan options from
national and regional lenders, prequalify, submit loan
applications, and modify and track applications throughout the
process.  The company has 200 offices through its branch
partnering program.  First National Mortgage Services is an
indirect subsidiary of First National Bank of Hays, Kansas.


FIRST CHICAGO: Fitch Affirms 'CCC' Rating on $18.4MM Certificates
-----------------------------------------------------------------
Fitch Ratings has affirmed First Chicago/Lennar Trust I, series
1997-CHL1, commercial mortgage certificates as:

  -- $29.9 million class E at 'AA';
  -- $13.8 million class F at 'BB+';
  -- $18.4 million class G at 'CCC'.

Fitch does not rate class H.  Classes A through D have paid in
full.

Despite realized and projected losses to the collateral, the
current credit enhancement to the rated classes in relation to the
credit quality of the remaining collateral warrants the
affirmations.

FC Lennar 1997-CHL1 was originally backed by commercial mortgage
backed securities B-pieces and closed Aug. 30, 1997.  CMBS B-piece
resecuritizations are CRE CDOs and ReREMIC transactions that
include the most junior bonds of CMBS transactions.  FCCC CMBS
Trust I and Lennar MBS, Inc. selected the initial collateral.

In reviewing CMBS Re-REMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses. The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

FC Lennar 1997-CHL1 is collateralized by all or a portion of
eleven classes of commercial mortgage backed-securities in seven
separate underlying transactions.  All performance and collateral
information is based on the March 2008 trustee report.  The pool
is extremely concentrated with over 78% of the original collateral
repaid since issuance, and approximately 8% in losses.  The
remaining bonds are of the 1995 and 1996 vintages.  Approximately
16.1% of the underlying collateral consists of classes in the
first loss position.

The underlying classes' ratings are based on Fitch's actual
rating, or on Fitch's internal credit assessment for those classes
not rated by Fitch.  Of the remaining bonds, two (11.1%) are
unrated, two (7.4%) have a Fitch derived rating in the 'CCC'
category, one (7.8%) has a Fitch derived rating in the 'B'
category, three (34%) have a Fitch derived rating in the 'BB'
category, and three bonds (39.7%) are rated 'AAA'.  The collateral
has realized $36.2 million in losses to date, 7.9% of the original
collateral.  Although none of the underlying loans are 60 days or
more delinquent, approximately $5.9 million of the underlying
collateral is in special servicing.  Any further losses greater
than the balance remaining in class H (0.78% of the current
collateral) would impact class G.


FOREVERGREEN WORLD: Chisholm Bierwolf Raises Going Concern Doubt
----------------------------------------------------------------
Chisholm, Bierwolf & Nilson, LLC, raised substantial doubt about
the ability of ForeverGreen Worldwide Corporation, formerly Whole
Living, Inc., to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  

The auditor reported that the company has a working capital
deficiency, and has had negative cash flows from operations and
recurring operating losses since inception, with the exception of
the current year.

The management stated that at Dec. 31, 2007, the company's cash
balance was $20,382.  It added that although the company had
income for the first time in the current year, the management does
not feel that it was substantial enough to alleviate the
uncertainty related to a going concern, considering its negative
working capital of around $800,000 in 2007 as compared to around
$2,900,000 in 2006.

The company relies solely on operations to meet its obligations.  
During the year the company issued shares of its common stock to
alleviate around $4,000,000 in notes payable obligations, which
resulted in the company becoming relatively debt free.

The company posted a net income of $45,367 on total revenues of
$3,491,671 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,244,446 on total revenues of $3,491,671 in the
prior year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$15,489,396 in total assets, $2,076,952 in total liabilities and
$13,412,444 in total stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $1,243,895 in total current assets
available to pay $2,048,979 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?2a86

ForeverGreen Worldwide Corproration (OTC BB: FVRG.OB) --
http://forevergreen.org/-- is a holding company, which operates  
through its wholly owned subsidiary ForeverGreen International
LLC.  It develops, manufactures and markets formulations as well
as produce and manufacture whole foods, nutritional supplements,
personal care products and essential oils.


FREMONT GENERAL: Unit Elects Four Members to Board of Directors
---------------------------------------------------------------
Fremont General Corporation's subsidiary, Fremont Investment &
Loan's board of directors appointed Mark E. Schaffer, Robert J.
Shackleton, John C. Loring and Richard A. Sanchez to serve as
directors, effective March 10, 2008.

Each of Messrs. Schaffer, Shackleton, Loring and Sanchez also
serves on the company's board.  The Bank applied to its bank
regulators, the Federal Deposit Insurance Corporation and the
California Department of Financial Institutions, for these new
directors to serve on its board.

The Bank received the non-objection from the FDIC and DFI to seat
Messrs. Schaffer, Shackleton, Loring and Sanchez as directors of
the Bank, along with Barney R. Northcote, who will be appointed in
the near future.
     
The new directors will be replacing Robert F. Lewis and Russell K.
Mayerfeld who resigned as directors of the Bank, effective
March 10, 2008.  Thomas W. Hayes, who was not available for the
meeting, also intends to resign and at such time Mr. Northcote is
expected to be appointed.  None of the resigning directors
currently serve on the company's board.
     
The company also disclosed that Ronald J. Nicolas, Jr., executive
vice president and director of corporate development and formerly
executive vice president and chief financial officer of the
company and the Bank, and Alan W. Faigin, senior vice president,
and formerly the company's secretary, general counsel and chief
legal officer, and chief legal officer of the Bank and formerly
interim president and chief executive officer of the Bank, have
separated from the company effective March 7, 2008, and  March 12,
2008.  

                      About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial       
services holding company  which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail banking Division of Fremont Investment & Loan continues
to offer a variety of savings and money market products as well as
certificates of deposits across its 22 branch network. Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2008,
Fitch Ratings has downgraded Fremont General Corporation ratings
and removed the negative rating outlook as: (i) long-term issuer
default rating to 'D' from 'CC'; and (ii) individual rating to 'F'
from 'E'.


FREMONT GENERAL: Moody's Cuts Ratings to 'C' on Sr. Notes Default
-----------------------------------------------------------------
Moody's Investors Service downgraded the long-term ratings of
Fremont General Corporation (senior to C from Ca).  The preferred
stock issued by Fremont General Financing I is rated C by Moody's.   
Fremont General's lead subsidiary is Fremont Investment and Loan
(deposits Caa2, bank financial strength E).  Following the
downgrade, the outlook on Fremont General Corporation is stable.

The downgrade was in response to Fremont General defaulting on its
senior notes due March 2009 and the view that severity of loss
could be greater than 50%.

The Caa2 deposit rating of Fremont Investment & Loan is consistent
with Moody's expected loss content.  Therefore, the outlook is
stable.

Fremont is headquartered in Brea, California.


FRONTIER AIRLINES: CEO Says Credit Card Companies Worried
---------------------------------------------------------
Sean Menke, the CEO of Frontier Airlines Holdings Inc. and its
debtor-affiliates, told The Associated Press in an interview that
credit card companies are in talks with other commercial carriers
out of worry for the airline industry's financial downturns.

Mr. Menke expressed to the AP that the credit card companies want
to avoid being pursued for ticket refunds in case the carriers
halt operations.  The credit card companies are worried about,
among other things, the rising price of oil and the general plunge
in the U.S. economy, says the AP.

"I do know that airlines are being visited and they're being
visited for all the same reasons that we were visited," the AP
quotes Mr. Menke as saying.

Mr. Menke's comments on his observations came after Frontier
Airlines filed for bankruptcy protection with the U.S. Bankruptcy
Court for the Southern District of New York on April 10, 2008.

As reported in the Troubled Company Reporter on Apr. 14, 2008,
Frontier is the third airline that went belly up this month after
ATA Airlines Inc. ceased operations and filed for Chapter 11
protection on April 2 and Skybus Airlines Inc. tumbled into
bankruptcy on April 5.

Mr. Menke disclosed that the decision came after an unexpected
attempt by its principal credit card processor to substantially
increase a "holdback" of customer receipts, which threatened to
severely impact Frontier's liquidity.

"Frontier has continued to perform relatively well in this
difficult environment, and contrary to the trend, we have not seen
a decrease in consumer demand, as demonstrated by our record
traffic and revenue in March," Mr. Menke added.  "Unfortunately,
our principal credit card processor, very recently and
unexpectedly informed us that, beginning on April 11, it intended
to start withholding significant proceeds received from the sale
of Frontier tickets."

"This change in established practices would have represented a
material change to our cash forecasts and business plan," said
Mr. Menke.  "Unchecked, it would have put severe restraints on
Frontier's liquidity and would have made it impossible for us to
continue normal operations."

"By filing for Chapter 11, we will now have the time and legal
protection necessary to obtain additional financing and enhance
our liquidity," Mr. Menke concluded.  "Fortunately, we believe
that we currently have adequate cash on hand to meet our operating
needs while we take steps to further strengthen our company."

                     About Frontier Airlines

Based in Denver, Colorado, Frontier Airlines Holdings Inc.
(NASDAQ:FRNT) -- http://www.frontierairlines.com/-- is the parent   
company of Frontier Airlines.  Frontier Airlines is the second-
largest jet service carrier at Denver International Airport,
employing approximately 6,000 aviation professionals.  Frontier
Airline's mainline operation has 62 aircraft with one of the
youngest Airbus fleets in North America.

In conjunction with its regional jet fleet, operated by Republic
Airlines, and a fleet of ten Bombardier Q-400 aircraft operated by
Lynx Aviation, a subsidiary of Frontier Airlines Holdings Inc.,
Frontier offers routes linking its Denver hub to 70 destinations,
including 62 U.S. cities in 36 states spanning the nation from
coast to coast; six cities in Mexico; one in Canada and one in
Costa Rica.

The company and two of its affiliates filed for Chapter 11
protection on April 10, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
11297).  Hugh R. McCoullough, Esq., at Davis Polk & Wardwell,
represents the Debtors in their restructuring efforts.  Togul
Segal & Segal LLP acts as the Debtors' conflicts counsel.  The
Debtors chose Epiq Bankruptcy LLC as their claims, noticing, and
balloting agent.

The Debtors' consolidated financial condition as of Dec. 31, 2007
reflected total assets of $1,126,748,000 and total debts of
$933,176,000.


FUSION TELECOM: Rothstein Kass Expresses Going Concern Doubt
------------------------------------------------------------
Rothstein, Kass & Company P.C. raised substantial doubt on the
ability of Fusion Telecommunications International, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  

The auditing firm pointed out that the company has had negative
working capital balances, incurred negative cash flows from
operations and net losses since inception and has limited capital
to fund future operations.

At December 31, 2007, the company had a working capital deficit of
around $4,208,000 and an accumulated deficit of around
$114,007,000.  The company has continued to sustain losses from
operations, and for the years ended Dec. 31, 2007, 2006 and 2005
has incurred a net loss of around $12,668,000, $13,351,000, and
$9,395,000, respectively.  In addition, the company has not
generated positive cash flow from operations.  The company is
reviewing options to raise additional capital through debt and
equity financing.  Management is aware that its current cash
resources are not adequate to fund its operations for the
remainder of the year.  During the year ended Dec. 31, 2007, the
company raised $5,540,000 net of expenses from sale of its
securities through private placements.  The company's long-term
liquidity is dependent on its ability to successfully complete the
rollout of its full suite of certain VoIP paid services and
effectively market its paid services, in order to attain
profitable operations in the future.  

The company posted a net loss of $12,668,270 on total revenues of
$55,023,860 for the year ended Dec. 31, 2007, as compared with a
net loss of $13,351,202 on total revenues of $47,087,064 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $18,128,289
in total assets, $11,433,106 in total liabilities and $6,695,183
in total stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $6,271,012 in total current assets
available to pay $10,479,480 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?2a8b

                 About Fusion Telecommunications

Fusion Telecommunications International Inc. (AMEX: FSN) --
http://www.fusiontel.com/-- delivers a full range of advanced IP-  
based services to corporations, consumers and carriers worldwide.
Fusion's Efonica-branded VoIP products and services, which focus
primarily on Asia, the Middle East, Africa and Latin America, have
over one million subscribers from more than 100 countries.


FREEDOM STORES: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Freedom Stores, LLC
        503 East Walnut
        Raymore, MO 64083

Bankruptcy Case No.: 08-41398

Chapter 11 Petition Date: April 14, 2008

Court: Western District of Missouri (Kansas City)

Judge: Arthur B. Federman

Debtor's Counsel: Neil S. Sader, Esq.
                  (nsader@saderlawfirm.com)
                  The Sader Law Firm, LLC
                  4739 Belleview Avenue, Suite 300
                  Kansas City, MO 64112-1364
                  Tel: (816) 561-1818
                  Fax: (816) 561-0818

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


GEORGE SHEFFER: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: George Brooks Sheffer
        Karla Jean Sheffer
        aka Rocky Sheffer
        38166 Audrey Ct.
        Hamilton, VA 20158

Bankruptcy Case No.: 08-11881

Chapter 11 Petition Date: April 9, 2008

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

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

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of 16 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Saxon Mortgage Services, Inc.                        $750,000
4708 Mercantile Drive North  
Forth Worth, TX 76137

Greater Atlantic Bank                                $285,000
10700 Parkridge Boulevard     
Reston, VA 20191             

CitiMortgage, Inc.                                   $189,251
P.O. Box 183040               
Columbus, OH 43218           

American Express               credit card           $93,792

Dovenmuehle Mortgage, Inc.                           $52,000

Chase                          credit card           $46,950

Wash Mutual/Providian          credit card           $42,522

Resurgent Capital              factoring company     $32,020
Service/Sherman Acquis         account Hsbc
                               Bank Nev Best Buy

Boatmens Ntl                   conventional real     $28,052
Estate Mortgage                estate

Bank of America                credit card           $18,555

Target                         credit card           $14,066

Discover Financial             credit card           $12,676

Capital 1 Bank                 credit card           $11,327

Wells Fargo                    credit card           $6,742

Expo/cbsd                      charge account        $6,589

Chrysler Credit                automobile            $6,347


GOLDMAN SACHS: 214 Tranches Get Moody's Rating Cuts on Delinquency
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 214 tranches
from 26 subprime RMBS transactions issued by Goldman Sachs.  65
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: GSAA Home Equity Trust 2006-2

  -- Cl. M-3, Downgraded to A1 from Aa3

  -- Cl. M-4, Downgraded to Baa3 from A1

  -- Cl. M-5, Downgraded to B2 from A2

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa1

  -- Cl. B-2, Downgraded to Caa2 from Baa2

  -- Cl. B-3, Downgraded to Caa3 from Ba1

  -- Cl. B-4, Downgraded to Ca from B3

Issuer: GSAMP Trust 2005-HE4

  -- Cl. B-1, Downgraded to Ba1 from Baa1

  -- Cl. B-2, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3

  -- Cl. B-4, Downgraded to Caa2 from Ba3

Issuer: GSAMP Trust 2005-HE5

  -- Cl. B-1, Downgraded to B1 from Baa3

  -- Cl. B-2, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

Issuer: GSAMP Trust 2005-HE6

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Ba1 from A3

  -- Cl. M-7, Downgraded to B2 from Baa1

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa2 from Baa3

  -- Cl. B-2, Downgraded to Caa3 from Ba1

Issuer: GSAMP Trust 2005-WMC1

  -- Cl. M-3, Downgraded to A3 from A2

  -- Cl. M-4, Downgraded to Baa3 from A3

  -- Cl. M-5, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2

  -- Cl. B-1, Downgraded to Caa2 from Baa3

Issuer: GSAMP Trust 2005-WMC2

  -- Cl. M-3, Downgraded to Baa1 from A2

  -- Cl. M-4, Downgraded to Ba2 from A3

  -- Cl. M-5, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to Caa1 from Baa3

  -- Cl. B-2, Downgraded to Caa3 from Ba1

Issuer: GSAMP Trust 2005-WMC3

  -- Cl. M-2, Downgraded to A1 from Aa3

  -- Cl. M-3, Downgraded to Ba1 from A2

  -- Cl. M-4, Downgraded to B2 from A3

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2

  -- Cl. B-1, Downgraded to Caa2 from Baa3

  -- Cl. B-2, Downgraded to Caa3 from Ba1

  -- Cl. B-3, Downgraded to Ca from Ba2

Issuer: GSAMP Trust 2006-FM1

  -- Cl. A-2D, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa1

  -- Cl. M-5, Downgraded to Caa2 from Baa3

  -- Cl. M-6, Downgraded to Caa3 from Ba3

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. B-1, Downgraded to C from Ca

Issuer: GSAMP Trust 2006-FM2

  -- Cl. A-1, Downgraded to Aa2 from Aaa

  -- Cl. A-2B, Downgraded to Aa2 from Aaa

  -- Cl. A-2C, Downgraded to Baa1 from Aaa

  -- Cl. A-2D, Downgraded to Baa2 from Aaa

  -- Cl. M-1, Downgraded to B1 from Aa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to Caa1 from Baa2

  -- Cl. M-5, Downgraded to Caa2 from Ba2

  -- Cl. M-6, Downgraded to Caa3 from B2

  -- Cl. M-7, Downgraded to Ca from B3

  -- Cl. M-8, Downgraded to Ca from Caa3

  -- Cl. M-9, Downgraded to C from Ca

Issuer: GSAMP Trust 2006-FM3

  -- Cl. A-2C, Downgraded to Aa1 from Aaa

  -- Cl. A-2D, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba3

  -- Cl. M-7, Downgraded to Caa2 from B3

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to Caa3 from Caa1

  -- Cl. B-1, Downgraded to Ca from Caa2

Issuer: GSAMP Trust 2006-HE1

  -- Cl. M-7, Downgraded to Baa3 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from Ba3

  -- Cl. B-3, Downgraded to Caa2 from B3

Issuer: GSAMP Trust 2006-HE2

  -- Cl. M-5, Downgraded to Baa2 from A2

  -- Cl. M-6, Downgraded to Ba3 from Baa1

  -- Cl. B-1, Downgraded to B3 from Ba1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to Caa1 from B1

  -- Cl. B-3, Downgraded to Caa3 from B3

Issuer: GSAMP Trust 2006-HE3

  -- Cl. M-4, Downgraded to Baa1 from A1

  -- Cl. M-5, Downgraded to Ba2 from A3

  -- Cl. M-6, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B3 from Ba2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to Caa2 from B1

  -- Cl. M-9, Downgraded to Caa3 from B3

  -- Cl. B-1, Downgraded to Ca from Caa3

Issuer: GSAMP Trust 2006-HE4

  -- Cl. M-2, Downgraded to A2 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3

  -- Cl. M-4, Downgraded to B1 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to Caa1 from Ba2

  -- Cl. M-8, Downgraded to Caa2 from B1

  -- Cl. M-9, Downgraded to Caa3 from B3

Issuer: GSAMP Trust 2006-HE5

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2


GREENS WORLDWIDE: Default in Florida Civil Case Set Aside
---------------------------------------------------------
Greens Worldwide Inc. said that a default entered against
International Players Tour and AREN, LLC has been set aside.  The
company filed an amended complaint against all defendants and
added additional defendants to a previously filed lawsuit.

On Feb. 18, 2008, a lawsuit in the Circuit Court of the Ninth
Judicial District in and for Orange County, Florida was filed
against the defendants:

   -- Ron Beaman, former President of the American Challenge Golf
      Tour, Inc., a wholly owned subsidiary of Greens,
   -- William Conwell, former CEO of Greens,
   -- Roy Watson, the former CFO of Greens,
   -- International Players Tour, and
   -- AREN, LLC.

The complaint alleges conversion and breach of fiduciary duty
against defendants Beaman and Conwell, and breach of fiduciary
duty against defendant Mr. Watson.  The complaint further alleges
conspiracy on the part of defendants International Players Tour
and AREN, LLC.

The complaint was amended on April 16, 2008, to include IPGT, LLC,
AREN SERVICES, LLC, and CHAMPIONS GOLF TOUR as defendants.  The
Amended Complaint also expands the allegations against the
defendants to include conspiracy and civil theft against Beaman
and Conwell, conspiracy against Watson, and conversion against the
corporate entities.  The civil theft counts against Beaman and
Conwell include a demand for treble damages under Section 772.11,
Florida Statutes.

The defendants have 10 days to answer counted from April 16.

Additional information on the default is not yet available.

                  Delayed Filing of Annual Report

On April 2, 2007, Greens Worldwide advised the Securities and
Exchange Commission that it was unable to file its Annual Report
on Form 10-KSB for the period ended Dec. 31, 2006, within the
prescribed time period because management requires additional time
to compile and verify the data required to be included in the
report and due to limited internal accounting personnel.  The
company promised to file the report "within 15 calendar days of
the date the original report was due."

The company later said it won't be in a position to timely file
its Annual Report on Form 10-KSB by April 17, 2007, until the
company obtains the necessary funding, including the cost of the
report and accompanying audit.  The company hasn't filed its 2006
annual report to date.

                    Merger and Financing Deals

Greens Worldwide terminated merger discussions with Beat The Bogey
Man, LLC and HyPerformance, Inc., on April 18, 2007.

On Aug. 17, 2007, Greens Worldwide entered into a Stock Issuance,
Assumption and Release Agreement with Air Brook Airport Express,
Inc., and AJW Partners, LLC, AJW Offshore, Ltd., AJW Qualified
Partners, LLC and New Millennium Capital Partners II, LLC.  The
deal resulted in $625,000 in new funding into the company and a
restructuring of the company's relationship with the Investors.  
The Purchase Agreement provided for the sale by the company to the
Investors of callable secured convertible notes with an aggregate
face amount of $7,807,500, including interest.   The New Notes are
due and payable on March 22, 2010.

The company was not required to make any payments until the
Maturity Date, but it had the option to prepay the amounts due
under the New Notes in whole or in part at any time.  The New
Notes were convertible into Common Stock at a 75% discount to the
then current fair market value of Common Stock as defined in the
New Notes.

The Investors released the company from its obligations under the
New Notes.  In consideration for the release, Air Brook issued to
AJW Partners, LLC, AJW Master Fund, Ltd., and New Millennium
Capital Partners II, LLC, who are the successors to the Investors,
callable secured convertible notes with an aggregate face amount
of $3,903,750, including interest, and the company issued to the
Successors callable secured convertible notes with an aggregate
face amount of $3,903,750, plus interest.

Greens Worldwide also entered into an Exclusive Definitive
Agreement, dated as of Oct. 9, 2007, with Fuselier Holding, LLC.  
Under that deal, FHLLC will assume more than $2,700,000 of the
company's accounts payable in exchange for shares of freely
tradable common stock of the company equal in aggregate market
value to 300% of the total amount of the Debt.

                       About Greens Worldwide

Greens Worldwide Inc. (Pink Sheets: GRWW) --
http://www.grwwsports.com/-- is a golf event marketing and  
management company, that develops diverse golf competitions for
Professionals, Celebrities, Amateurs, Senior's and Women.  Its
current operating subsidiary is the U.S. Pro Golf Tour Presented
by SportsQuest, a series of Championships with significant purses.  
The New England Pro Golf Tour -- http://usprogolftour.com/-- will  
be re-launched in 2009, and two additional regional tours are
under consideration for further development and consolidation of
the professional developmental golf world below the PGA Tour.


GS MORTGAGE: Stable Performance Cues Fitch to Affirm Ratings
------------------------------------------------------------
Fitch Ratings affirmed these classes of GS Mortgage Securities
Corporation II commercial mortgage pass-through certificates:

  -- $79.4 million class A-1 at 'AAA';
  -- $1.05 billion class A-2 at 'AAA';
  -- $75.6 million class A-3 at 'AAA';
  -- $187.8 million class A-AB at 'AAA';
  -- $1 billion class A-4 at 'AAA';
  -- $311.5 million class A-1A at 'AAA';
  -- $390.1 million class A-M at 'AAA';
  -- $292.6 million class A-J at 'AAA';
  -- interest only class X-C at 'AAA';
  -- interest only class X-P at 'AAA';
  -- $19.5 million class B at 'AA+';
  -- $48.8 million class C at 'AA';
  -- $39 million class D at 'AA-';
  -- $29.3 million class E at 'A+';
  -- $43.9 million class F at 'A';
  -- $39 million class G at 'A-';
  -- $39 million class H at 'BBB+';
  -- $43.9 million class J at 'BBB';
  -- $43.9 million class K at 'BBB-';
  -- $24.4 million class L at 'BB+';
  -- $14.6 million class M at 'BB';
  -- $19.5 million class N at 'BB-';
  -- $4.9 million class O at 'B+';
  -- $9.8 million class P at 'B';
  -- $14.6 million class Q at 'B-'.

The $53.6 million class S is non-rated by Fitch.

The ratings affirmations are the result of stable performance and
minimal paydown since issuance.  As of the April 2008 remittance
report, the transaction has paid down 0.6% to $3.88 billion from
$3.9 billion at issuance.  No loans have been over 30 days
delinquent or specially serviced since issuance.

One loan (0.4%) secured by an office property in Danbury,
Connecticut was transferred to special servicing April 15 due to
imminent default and will be reflected in the May 2008 remittance
report.  The property is currently approximately 53% occupied.

Two loans, The Shops at LaCantera (3.2%) and Whalers Village
(2.8%), maintain investment grade shadow ratings.  The loans are
collateralized by malls located in San Antonio, Texas and Lahaina,
Hawaii, respectively.  Based on stable occupancy since issuance,
the loans maintain their investment grade shadow ratings.  The
2007 year-end occupancy of The Shops at LaCantera was 97% compared
to 97.3% at issuance.  YE 2007 occupancy for Whalers Village
remains stable at 97% compared to 98.4% since issuance.  Year-end
2007 financial data is not yet available.

The weighted average coupon of the collateral pool is 5.56% and
the loans have a weighted average balance of $20.6 million.


GTM HOLDINGS: Fin'l Covenant Concerns Cue S&P to Cut Rating to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on GTM Holdings Inc. to 'B-' from 'B', as well as lowering
the ratings on the company's bank loan by one notch.  All ratings
remain on CreditWatch, where they were placed with negative
implications on April 7, 2008, reflecting concerns regarding the
company's ability to meet its financial covenants for fiscal 2008.  
The Hickory, North Carolina-based sock manufacturer had about
$380 million in rated debt at March 31, 2008.
     
"The downgrade reflects our increased concerns regarding the
company's tight financial covenants under its $50 million senior
secured credit facility," said Standard & Poor's credit analyst
Susan Ding.  "We expect that financial covenant cushions will
remain very tight for this year, and our estimates indicate that
the covenant cushion will be very tight for the March 2008
quarter."
     
In addition, according to Standard & Poor's estimates, GTM may not
be able to meet its financial covenants for the June 2008 quarter,
especially in light of the covenant step-downs that will be
effective for that quarter.  Because of the company's relatively
small revenue and EBITDA base, any significant operating
volatility could potentially cause operating shortfalls and result
in covenant violations.
     
"While we expected that credit metrics would be weak, with
leverage about 6x and EBITDA interest coverage of about 2x,
operating results are under increased pressure given the
challenging retail environment and weak economic outlook," said
Ms. Ding.
     
Standard & Poor's will conduct a full review of the company's
operating and financial strategies in order to resolve the
CreditWatch.  Standard & Poor's analysis will also focus on the
company's liquidity and ability to meet financial covenants, as
well as its expectations for the company's operating performance
given the difficult economic environment.


GO WEST: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Go West Entertainment, Inc.
        dba Scores West
        533-535 West 27th Street
        New York, NY 10001

Bankruptcy Case No.: 08-11420

Type of Business: Formed in 2001, the Debtor owns and operates
                  Scores, an adult entertainment nightclub in
                  Manhattan, New York City.

Chapter 11 Petition Date: April 18, 2008

Court: Southern District of New York (Manhattan)

Judge: Allan L. Gropper

Debtor's Counsel: Scott K. Levine, Esq.
                  Email: slevine@platzerlaw.com
                  Sherri D. Lydell, Esq.
                  Email: slydell@platzerlaw.com
                  Teresa Sadutto-Carley, Esq.
                  Email: tsadutto@platzerlaw.com
                  Platzer, Swergold, Karlin, Levine, Goldberg &
                  Jaslow, LLP
                  1065 Avenue of the Americas, 18th Floor
                  New York, NY 10018
                  Tel: (212) 593-3000
                  Fax: (212) 593-0353
                  http://www.platzerlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


HM OF TOPEKA: Case Summary & Four Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: H.M. of Topeka, LLC
        4700 Hunter Ridge Circle
        Topeka, KS 66618

Bankruptcy Case No.: 08-20827

Type of Business: The Debtor owns real estate properties.

Chapter 11 Petition Date: April 14, 2008

Court: District of Kansas (Kansas City)

Debtors' Counsel: Carl R. Clark, Esq.
                   (lclaw@lentzandclark.com)
                  Lentz & Clark, P.A.
                  9260 Glenwood
                  Overland Park, KS 66212
                  Tel: (913) 648-0600
                  Fax: (913) 648-0664

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Consolidated Debtors' List of Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Valley View Bank                                     $7,500,000
7500 West 95th Street
P.O. Box 2924
Overland Park, KS 66212

Sloan Eisenbarth Glassman                            $700,000
McEntire & Jarboe LLC
1000 Bank of America Tower
534 South Kansas Avenue
Topeka, KS 66603-3456

Shawnee Country Treasurer      Real Estate           unknown
200 S.E. 7th, Room 101
Topeka, KS 66603

HGE Investment Company                               unknown


HORIZON LINES: Subpoena Does Not Affect S&P's 'BB-' Rating
----------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings and
outlook on Horizon Lines Inc. (BB-/Stable/--) are not affected at
this time by the shipping company's confirmation that federal
agents served search warrants and a grand jury subpoena relating
to an investigation of pricing practices of ocean carriers
operating in the Puerto Rico trade.  S&P will continue to closely
monitor developments.


HOUSE OF TAYLOR: 8-K Filing Delay Cues Nasdaq's Delisting Notice
----------------------------------------------------------------
House of Taylor Jewelry Inc. received a notice on April 17, 2008,
from The Nasdaq Stock Market indicating that the company is not in
compliance with the filing requirement for continued listing set
forth under Nasdaq Marketplace Rule 4310(c)(14)2 when the company
disclosed on April 16, 2008, in a form 8-K that the filing of its
annual report on form 10-KSB for the fiscal year ended Dec. 31,
2007, would be delayed beyond the 15 day grace period afforded
under form 12b-25 extension, which expired on April 15, 2008.
    
The company also received a notice on April 16, 2008, from The
Nasdaq Stock Market indicating that the company is not in
compliance with The Nasdaq Marketplace Rule 4310(c)(13), which
states that "(t)he issuer shall pay the Nasdaq Issuer Quotation
Fee described in the Rule 4500 Series," because the company has
not paid its listing fees.
    
The Nasdaq Stock Market has notified the company that based on its
failure to pay the listing fees the trading of its common stock
will be suspended at the opening of business on April 24, 2008,
and a form 25-NSE will be filed with the Securities and Exchange
Commission, which will remove the company's securities from
listing and registration on The Nasdaq Stock Market.
    
The company has previously received a notice on Oct. 29, 2007,
from The Nasdaq Stock Market indicating that the company is not in
compliance with the minimum bid price requirement for continued
listing set forth under The Nasdaq Marketplace Rule
4320(e)(2)(E)(ii).  According to the Nasdaq Notice, the company
had 180 calendar days, or until April 28, 2008, to regain
compliance.  Since receiving notice, the bid price of the
company's stock has not closed at $1.00 per share or more for a
minimum of ten consecutive business days.  In addition, the
company does not currently meet The Nasdaq Capital Market initial
listing criteria set forth in Marketplace Rule 4310(c) which would
qualify the company to be granted an additional 180 calendar day
compliance period.
    
No assurance can be given that after delisting of the company's
common stock from The Nasdaq Capital Market that the common stock
will be able to trade on the Nasdaq Over The Counter Bulletin
Board or on any other market.

                   About House of Taylor Jewelry

Headquartered in Wesy Hollywood, California, House of Taylor
Jewelry, Inc. (NASDAQ:HOTJ) -- http://www.hotj.com/-- is an  
international jewelry company.  The serve jewelry retailers
worldwide with jewelry creations marketed under the House of
Taylor Jewelry brand.  HOTJ has its Kathy Ireland specialty brands
that include J du J and The Quilts of Gees Bend.  The company has
license with Interplanet Productions Ltd., which provides it with
the use of the House of Taylor Jewelry name and, subject to
Interplanet's approval, a license to manufacture, market and enter
into sublicense agreements for the manufacture and marketing of
all categories of jewelry, including diamonds, colored stones,
pearls, semiprecious stones, watches, costume jewelry and bridal
adornment.


I2 TELECOM: Freedman & Goldberg Expresses Going Concern Doubt
-------------------------------------------------------------
Freedman & Goldberg CPA's raised substantial doubt on the ability
of i2 Telecom International, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Dec. 31, 2007.  

The auditor pointed to the company's ongoing losses from
operations since its inception and the uncertain conditions that
it faces relative to its ongoing debt and equity fund-raising
efforts.

The company posted a net loss of $9,088,752 on total revenues of
$865,151 for the year ended Dec. 31, 2007, as compared with a net
loss of $5,800,177 on total revenues of $754,939 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3,945,880 in total assets and $6,528,954 in total liabilities,
resulting in $2,583,074 of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $459,366 in total current assets
available to pay $6,528,954 in total current liabilities.

At Dec. 31, 2007, the company had an accumulated deficit of
$37,305,062.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a84

                        About I2 Telecom

Headquartered in Atlanta, GA, I2Telecom International Inc. (OTCBB:
ITUI) -- http://www.i2telecom.com/-- provides high-quality  
international and domestic long distance calling services to
subscribers at a fraction of the cost of traditional carriers by
leveraging the power of the internet.

The company's patents-pending VoiceStick(TM) device enables any
telephone or business phone system (PBX) to access the company's
global network and advanced routing technologies to complete most
of the call over the internet, paying only for the last leg of the
connection.


IAJE: Board Votes for Filing of Chapter 7 in Kansas
---------------------------------------------------
In a statement published at the Web site of the International
Association of Jazz Education, the group's president Chuck Owen
said the "board has voted to file for bankruptcy under chapter 7
of the U.S. Bankruptcy Code."

Mr. Owen said IAJE failed to prevent bankruptcy amid "drastic
efforts to cut expenses and raise emergency funds."  Mr. Owen
pointed to "the accumulated debt of the organization or its urgent
need for cash relief" that were difficult to address.

Mr. Owen informed the public that a Bankruptcy Court in Kansas is
set to name a chapter 7 trustee who will take over and initiate a
review on IAJE's financial documents.  The trustee will also
administer the liquidation of IAJE's assets for creditors'
recovery.  According to Mr. Owen, IAJE's board will no longer be
involved in the association's operations and its members intend to
resign.

IAJE "will no longer exist," Mr. Owen continued.

Mr. Owen asserted that the IAJE board "acted responsibly,
ethically, and with a sense of urgency" after finding out the
extent of the association's debt load.  However, he added that the
board's responses to the association's financial woes weren't
successful.

JazzTimes states that factors leading to the bankruptcy filing
includes the management's failure to supervise growth of the
company and tune up fundraising initiatives.

Report relates that the organization's debts exceed $1 million.  

The association closed its international offices on April 18.  The
2009 edition of the IAJE conference, the organization's annual
flagship event, has been canceled.  

The organization said the 2009 International Conference may be
replaced with a regional conference.

Questions can be sent to:

        International Association for Jazz Education
        PO Box 724
        Manhattan KS 66502
        Tel: (785) 776-8744
        info@iaje.org

A full-text copy of Mr. Owen's statement can be obtained at the
association's site -- http://www.iaje.org/

                            About IAJE

The International Association for Jazz Education --
http://www.iaje.org/-- initiates programs which nurture and  
promote the understanding and appreciation of jazz and its
heritage; provides leadership to educators regarding curricula,
aesthetics, and performance; assists teachers and practitioners
with information and resources; and takes an active part in
organizing clinics, festivals, and symposia at local, regional,
national, and international levels.  IAJE also promotes the
application of jazz principles in music materials and methods at
all levels of education; communicates information to all segments
of the public including artists, educators, students, enthusiasts,
the music industry, and the general public; and encourages
education which provides the knowledge, skills, and materials
vital to a career in jazz.  Further, IAJE encourages research,
provides financial assistance, and advocates for jazz in all
appropriate forums, thereby building a larger group of both
audience and artists.



International Association for Jazz Education --
http://www.iaje.org/is an authority and voice for the promotion  
of jazz through education and outreach.  Formed in 1968 as the
National Association of Jazz Educators, an umbrella organization
for jazz teachers, the group held its first conference in 1973.  A
name change to the International Association of Jazz Educators
came in 1989, and that was fine-tuned in 2001 to IAJE.  The
company has more than 10,000 members in 56 countries.


INTERNATIONAL FUEL: BDO Seidman Expresses Going Concern Doubt
-------------------------------------------------------------
BDO Seidman, LLP, raised substantial doubt about the ability of
International Fuel Technology, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  

BDO Seidman stated that International Fuel has suffered recurring
losses from operations and has cash outflows from operating
activities.

The company posted a net loss of $2,722,725 on total revenues of
$133,420 for the year ended Dec. 31, 2007, as compared with a net
loss of $5,242,979 on total revenues of $234,584 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$2,993,742 in total assets, $1,100,709 in total liabilities and
$1,893,033 in total stockholders' equity.  

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a89

                 About International Fuel

Based in St. Louis, Missouri, International Fuel Technology Inc.
(OTC BB: IFUE.OB) -- http://www.internationalfuel.com/-- is a US  
company that has developed a series of unique fuel additive
formulations.  Unlike most fuel additives, IFT's additives are
non-petroleum based, environmentally friendly detergent
substances, known as surfactants.  IFT has a number of patents
pending pertaining to its fuel additives and proprietary fuel
blends.


IWT TESORO: Unable to File Form 10-K Due to Bankruptcy
------------------------------------------------------
IWT Tesoro Corp. made a good faith effort to file its annual
report, however, due to the bankruptcy and its change of
independent accounting firms, it has not been able to file its
Form 10-K within the required time frame.  The company does intend
to use its reasonable best efforts file a Form 10K for the year
ended 2007.

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.

On Jan. 23, 2008, the Bankruptcy Court approved the sale of
substantially all of the assets of the Debtors.


IZAD DJAHANSHAHI: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Izad Djahanshahi
        aka Johan Djahanshahi
        1717 North Bayshore Drive, Suite 4141
        Miami, FL 33132

Bankruptcy Case No.: 08-14698

Chapter 11 Petition Date: April 16, 2008

Court: Southern District of Florida (Miami)

Judge: A. Jay Cristol

Debtor's Counsel: Stan L. Riskin, Esq.
                  Stan L. Riskin, P.A.
                  8000 Peters Road, Suite A-200
                  Plantation, FL 33324
                  Tel: (954) 473-2200
                  http://slriskin@aol.com

Total Assets: $5,542,860

Total Debts:  $9,588,396

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                                          Claim Amount
   ------                                          ------------
Indymac Bank                                         $1,582,674
1 National City Parkway
Kalamazoo, MI 49009-8003

Countrywide                                          $1,426,990
450 American Street Credit Reporting
Simi Valley, CA 93065

Wells Fargo Home Mortgage                              $834,742
P.O. Box 10335
Des Moines, IA 50306

Chase Manhattan Mortgage                               $574,538
10790 Rancho Bernardo Road
San Diego, CA 92127-5705

Select Portfolio Services                              $381,349
P.O. Box 65450
Salt Lake City, UT 84165

American Express                                         $8,152

Aurora Loan Services                                   $447,999
                                            Collateral: $50,000
                                                Unsecured: $999

Continental Bank                                        $50,140
                                            Collateral: $50,000
                                                Unsecured: $140


JAMES HARDIE: Dutch Parent to Liquidate; Transfers HQ to U.S.
-------------------------------------------------------------
James Hardie Industries NV is to transfer its headquarters to
the U.S. from the Netherlands, Bloomberg News reports, citing
Weekend Australian Newspaper.

The parent company, Bloomberg says, will be liquidated, although
some operations will be based in Europe to avoid tax.

James Hardie's Australian and New Zealand operations are likely to
be separated from the Dutch parent, which will become a registered
company in Delaware.  The Asia-Pacific operations will either be
sold off or incorporated as independent local companies, Bloomberg
relates.

According to Peter Baker, James Hardie's Asia-Pacific vice
president, a review of domicile and tax options is underway,
Bloomberg adds.

The board is set to approve resolutions to transfer assets and
liabilities on May 1, the paper states.

                        About James Hardie

James Hardie Industries Limited -- http://www.jameshardie.com/     
-- manufactures, markets and distributes fiber cement and gypsum
products, fiberglass reinforced plastic and PVC products,
sanitary ware and bathroom products, insulating materials and
fillers, strippers and adhesives.  On July 2, 1998, the then
public company announced a plan of reorganization and capital
restructuring.  James Hardie N.V. was incorporated in August
1998 as an intermediary holding company, with all of its common
stock owned by indirect subsidiaries of JHIL.  Effective as of
November 1998, JHIL contributed its fiber cement businesses, its
United States gypsum wallboard business, its Australian and New
Zealand building systems busineses and its Australian windows
business to JHNV and its subsidiaries.

On July 24, 2001, JHIL announced a further plan of
reorganization and capital restructuring, which reorganization
was completed on Oct. 19, 2001.  In connection with the 2001
reorganization, James Hardie Industries N.V., formerly RCI
Netherlands Holdings B.V., issued common shares represented by
CHESS Units of Foreign Securities on a one for one basis to
existing JHIL shareholders in exchange for their shares such
that JHINV became the new ultimate holding company for JHIL and
JHNV.  Following the 2001 Reorganization, JHINV controls the
same assets and liabilities as JHIL controlled immediately prior
to the 2001 Reorganization.

The company's troubles began with its "under-funded" allocation
for asbestos claims, which were brought in by people who suffer
or may have diseases caused by exposure to the asbestos-related
products produced by JHIL.  In 2001, James Hardie set up an
independent entity, Medical Research and Compensation
Foundation, to handle asbestos claims.  The Foundation has
warned that it could run out of money within five years.  The
Asbestos Diseases Foundation of Australia and workers unions
called for all the Company's asbestos profits to be immediately
placed in the fund.  James Hardie was later accused of topping
up the dwindling asbestos fund it established.

By 2004, James Hardie's former asbestos manufacturing
subsidiaries -- Amaca Pty Ltd, Amaba Pty Ltd, and ABN 60 Pty Ltd
-- are three of around 150 defendants in asbestos litigation,
and based on the Foundation's own figures, they account for
US$1,000,000,000 of the predicted $6,000,000,000 future asbestos
liabilities in Australia.  Although James Hardie stopped making
asbestos products in 1987, the average 35-year latency of
mesothelioma, an asbestos-related disease, means asbestos
compensation funds will be needed until mid-century.

In a 2005 report by a company-hired actuary from KPMG, it was
predicted that 4,915 Australians would contract mesothelioma
from exposure to Hardie products in the coming decades.  When
less serious forms of asbestos-related disease are included,
James Hardie should expect to compensate 8,725 victims.

On Dec. 1, 2005, the company said that the NSW Government and a
wholly owned Australian subsidiary of the Company -- LGTDD Pty Ltd
-- had entered into a conditional agreement to provide long-term
funding to a special purpose fund that will provide compensation
for Australian asbestos-related personal injury claims against
certain former James Hardie asbestos companies.  The amount of the
asbestos provision of AU$1 billion, at March 31, 2006, is the
company's best estimate of the probable outcome.  The estimate
includes an actuarial calculation prepared by KPMG Actuaries Pty
Ltd of the projected future cash outflows, undiscounted and
uninflated, and the anticipated tax deduction arising from
Australian legislation, which came into force on April 6, 2006.


JEROME WASHAWSKY: Case Summary & Eight Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Jerome Warshawsky
        aka Jerry Warshawsky
        19 Faulkner Lane
        Dix Hills, NY 11746

Bankruptcy Case No.: 08-42049

Chapter 11 Petition Date: April 7, 2008

Court: Eastern District of New York (Brooklyn)

Judge: Carla E. Craig

Debtor's Counsel: Salvatore LaMonica, Esq.
                  LaMonica Herbst and Maniscalco
                  3305 Jerusalem Avenue
                  Wantagh, NY 11793
                  Tel: (516) 826-6500
                  Fax: (516) 826-0222
                  http://sl@lhmlawfirm.com

Estimated Assets: $2,625,211

Estimated Debts:  $5,322,975

Debtor's list of its Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
SCR Joint Venture                Trade debt          $3,307,678
c/o Vlock Associates                                Collateral:
230 Park Avenue                                      $2,278,961
New York, NY 10169                                   Unsecured:
                                                     $2,508,817

Veronica Scaffidi, et.al.        Trade debt            $300,000
c/o Frank & Associates, P.C.
500 Bi-County Boulevard, Suite 112N
Farmingdale, NY 11735

Westerman Ball Ederer Miller &    Trade debt           $123,000
Sharfstein, LLP
170 Old County Road, Suite 400
Mineola, NY 11501

Jaspan, Schlesinger, Hoffman LLP  Trade debt            $46,613

Allan Warshawsky                                        $40,000

John Freedman                                           $15,000

Citistreet                                              $10,000

Massachusetts Department of Revenue                        $584


KELLWOOD CO: NJF Investment Declares 4.8% Securities Ownership
--------------------------------------------------------------
NFJ Investment Group LP disclosed that it has amassed 1,241,700
shares of Kellwood Company common stock, representing 4.8% of
Kellwood's outstanding shares.

                      About Kellwood Company

Headquartered in St. Louis, Missouri, Kellwood Company
-- http://www.kellwood.com/-- is a marketer of apparel and   
consumer soft goods.  Specializing in branded products, the
company markets to all channels of distribution with products and
brands tailored to each specific channel.  

                          *     *     *

Kellwood Co. carries Moody's Investors Service's Ba3 corporate
family rating assigned on Jan. 28, 2008.


KINETIC CONCEPTS: Moody's Puts Ba1 Rating on Proposed $1.3BB Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to Kinetic
Concepts, Inc's proposed $1.3 billion senior secured first lien
credit facility, consisting of a $1 billion term loan and a
$300 million revolver.  The Corporate Family Rating remains
unchanged at Ba2 and the ratings outlook is stable.

In addition, in accordance with Moody's Loss Given Default
methodology the probability of default rating was revised to Ba2
from Ba3 due to the introduction of unsecured debt into the
capital structure, which led to changes in assumptions for asset
recovery and a lower implied likelihood of default.  Moody's will
withdraw the ratings on KCI's existing senior secured revolving
credit facility (rated Ba2) at the close of the transaction.

The proceeds of the proposed credit facility will be used to
finance the acquisition of LifeCell Corporation and repay the
amounts outstanding under KCI's existing senior secured credit
facility, which will be terminated at the close of the
transaction.  The new credit facility is rated one notch higher
than the Corporate Family Rating, benefiting from the first loss
absorption that will be provided by the recently issued
$600 million unsecured 3.25% convertible notes.

Assigned:

  -- Proposed $300 million Senior Secured Revolving Credit
     Facility due 2013, Ba1, LGD3, 32%

  -- Proposed $1,000 million Senior Secured Term Loan A due 2013,
     Ba1, LGD3, 32%

Revised:

  -- Probability of Default Rating, to Ba2 from Ba3

To be withdrawn:

  -- Existing $500 million Senior Secured Revolving Credit
     Facility due 2012, Ba2, LGD3, 34%

The ratings outlook is stable.

Kinetic Concepts, Inc., headquartered in San Antonio, Texas, is a
global medical technology company with leadership positions in
advanced wound care and therapeutic support systems.  The
company's advanced would care systems incorporate proprietary
Vacuum Assisted Closure Therapy technology.  LifeCell is a leading
provider of innovative biological products for soft tissue repair.   
Moody's estimates that the combined company would have reported
pro forma revenues of approximately $1.8 billion for the twelve
months ended Dec. 31, 2007.


LANDSOURCE COMMUNITIES: In Lender Talks on Missed Debt Payments
---------------------------------------------------------------
LandSource Communities Development LLC, a large real estate joint
venture by California Public Employees' Retirement System and
Lennar Corporation, is currently in talks with lenders on
restructuring a $1.24 billion debt after missing payments, The
Wall Street Journal's Michael Corkery relates.

LandSource, according to the report, is the most recent
homebuilder hit by the slump in the housing market.

WSJ adds, citing spokeswoman Tamara Taylor, that LandSource
previously obtained an extension until Wednesday, April 16, 2008,
to its debt payment.  Creditors have not issued Landsource notice
of default, WSJ quotes Mr. Taylor.

LandSource's debt is syndicated issued by at least 100 creditors
with Barclays Capital as arranger, WSJ reports.  The report
reveals that LandSource's assets were valued at $2.6 billion last
year.

WSJ discloses that 68% of LandSource is owned by MW Housing
Partners that includes CalPERS and 16% is owned by Cerberus
Capital unit, LNR.

Ms. Taylor told WSJ that LandSource's equity holders aren't liable
for the loan in case the joint venture defaults.

                Lennar's Two Vegas Projects Receive
                        Notices of Default

As reported in the Troubled Company Reporter on March 17, 2008,
two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Lennar, among others.  The default notices were
issued after an interest payment on a $765 million loan was left
unpaid.

The companies involved in the projects are presently negotiating
with lenders, a loan syndicate headed by J.P. Morgan Chase & Co.
and Wachovia Corp.  The partners in default are trying to talk out
the loan terms, which were patterned on past market conditions.

                     About Lennar Corporation

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

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 28, 2008,
Lennar reported fourth quarter net loss in 2007 was $1.3 billion,
compared to a net loss of $195.6 million in 2006.  It reported net
loss for the year ended Nov. 30, 2007 of $1.9 billion, compared to
net earnings of $593.9 million for the year ended Nov. 30, 2006.

Following the earnings report, Standard & Poor's Ratings Services
said that its corporate credit rating, debt ratings, and outlook
on Lennar Corp.(BB+/Negative/--) are not immediately affected by a
large loss in its fiscal fourth-quarter 2007.

                   About LandSource Communities

LandSource Communities Development LLC is a partnership that
includes the California Public Employees' Retirement System and
home builder Lennar Corporation.  It owns thousands of acres of
land in California, including 15,000 acres north of downtown Los
Angeles.


LASALLE COMMERCIAL: Increased Loans Cue Fitch to Chip Ratings
-------------------------------------------------------------
Following a review of the LaSalle Commercial Mortgage Securities,
Inc., series 2006-MF2, 2006-MF3, 2006-MF4, and 2007-MF5 small
balance U.S. CMBS transactions, Fitch downgraded and assigned
distressed recovery ratings to these bonds:

LASL series 2006-MF2
  -- $8.1 million class D to 'BBB' from 'BBB+;
  -- $3.7 million class E to 'BBB-' from 'BBB';
  -- $5.6 million class G to 'B+' from 'BB-';
  -- $3.1 million class H to 'CCC/DR1' from 'B';
  -- $1.9 million class J to 'CC/DR4' from 'B-';
  -- $1.2 million class K to 'C/DR5' from 'CCC/DR1';
  -- $1.9 million class L to 'C/DR6' from 'CC/DR3'.

LASL series 2006-MF3
  -- $8 million class D to 'BBB' from 'BBB+';
  -- $4.9 million class F to 'BB+' from BBB-';
  -- $1.2 million class K to'CC/DR5' from CCC/DR1'.

LASL series 2006-MF4
  -- $7.9 million class G to 'BB' from 'BB+';
  -- $2.3 million class H to 'B+' from 'BB-';
  -- $1.7 million class J to 'B-' from 'B+';
  -- $1.7 million class K to 'CCC/DR2' from 'B';
  -- $1.1 million class L to 'CC/DR4' from 'B-';
  -- $564,000 class M to 'CC/DR5' from 'CCC/DR1'.

LASL series 2007-MF5
  -- $1.8 million class K to 'B' from 'B+';
  -- $1.2 million class L to 'B-' from 'B'.

Fitch also affirmed these classes:

LASL series 2006-MF2
  -- $356.3 million class A at 'AAA';
  -- interest only class X at 'AAA';
  -- $8.7 million class B at 'AA';
  -- $12.5 million class C at 'A';
  -- $5 million class F at'BB';
  -- $1.2 million class M at 'C/DR6'.

LASL series 2006-MF3
  -- $381.5 million class A at 'AAA';
  -- interest only class X at 'AAA';
  -- $8 million class B at 'AA';
  -- $12.9 million class C at 'A';
  -- $3.7 million class E at 'BBB-';
  -- $6.8 million class G at 'B+';
  -- $2.5 million class H at 'B-';
  -- $1.9 million class J at 'CCC/DR1';
  -- $2.5 million class L at 'C/DR6';
  -- $1.2 million class M at 'C/DR6'.

LASL series 2006-MF4
  -- $369.7 million class A at 'AAA';
  -- interest only class X at 'AAA';
  -- $7.9 million class B at 'AA';
  -- $11.8 million class C at 'A';
  -- $9 million class D at 'BBB+';
  -- $2.3 million class E at 'BBB';
  -- $4.5 million class F at 'BBB-'.

LASL series 2007-MF5
  -- $420.3 million class A at 'AAA';
  -- interest only class X at 'AAA';
  -- $9.2 million class B at 'AA';
  -- $13.4 million class C at 'A';
  -- $8.5 million class D at 'BBB+';
  -- $3 million class E at 'BBB';
  -- $4.9 million class F at 'BBB-';
  -- $7.3 million class G at 'BB+';
  -- $2.4 million class H at 'BB';
  -- $1.8 million class J at 'BB-'.
  -- $610,000 class M at 'B-' and assigns a distressed recovery
     rating of 'DR1'.

The downgrades are the result of an increase in the number of
specially serviced loans and increased loss expectations since
Fitch's last rating action.

The transaction's delinquencies far exceed the average
delinquencies of typical CMBS deals.  Total delinquencies for each
transaction are: LASL 2006-MF2, 9.6%; LASL 2006-MF3, 8.5%; LASL
2006-MF4, 5.5%; and LASL 2007-MF5 5.4%.

In estimating loan losses, Fitch reviewed recent evaluations or
appraisals provided by the special servicers, and applied haircuts
to determine Fitch's expected loss.  These losses were then
applied to the individual transactions per the documents and new
credit enhancement levels were calculated.

The transactions are collateralized by small balance commercial
loans secured by multifamily, mobile home park and mixed use
properties.  The transactions are geographically diverse with
significant concentrations in Texas, Arizona and Ohio.  The loans
are smaller than typical CMBS loans with a weighted average loan
size of $1,122,044 ranging from approximately $92,000 to
$5,000,000, and in some instances are not structured as single
purpose entities and are full recourse.

A high proportion of the transactions have upcoming Adjustable
Rate Mortgage resets.


LAWRENCE SALANDER: Judge Morris Converts Case to Chapter 7
----------------------------------------------------------
Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York ordered Lawrence Salander and his wife,
Julie, to surrender control of their finances to an independent
trustee after the judge approved the conversion of the couple's
chapter 11 case to a chapter 7 liquidation, Philip Boroff of
Bloomberg News says.

The chapter 7 trustee will handle the disposal of the Debtors'
assets.

According to the report, the Justice Department of the United
States requested the case conversion in March 2008.  Eric Small,
Esq., counsel to the Justice Department, commented that the
conversion motion is based on the belief that the Salanders were
"slow to sell and quick to accumulate new debt" since they filed
chapter 11 in November 2007, Bloomberg relates.

Bloomberg recounted the denial of Mr. Salander's motion to be
hired in relation to the auction of the gallery's artworks.  The
Troubled Company reported that The Debtor's unsecured creditors
have objected to the motion.  Judge Morris said that Mr.
Salander's motion and the resulting objections slowed the
bankruptcy.  Judge Morris also rebuked Mr. Salander's lawyer
Richard Bernard at the law firm Baker Hostetler for filing the
employment application.  The motion was considered "fatally
flawed."

The Salanders lack the confidence from their lenders, Bloomberg
quotes Lewis Wrobel, Esq., counsel to Renaissance Art Investors,
as saying.  Renaissance Art Investors supported the case
conversion.  Renaissance Art Investors also asserts interest on
some 600 of the artworks in the Debtors' keeping.

Douglas E. Spelfogel, Esq., Baker & Hostetler LLP defended the
Debtors by saying a chapter 7 trustee won't be as effective in
liquidating the Debtors' properties as Mr. Salander himself,
Bloomberg reports.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


LENNAR CORP: Venture Unit in Lender Talks on Missed Payments
------------------------------------------------------------
LandSource Communities Development LLC, a large real estate joint
venture by California Public Employees' Retirement System and
Lennar Corporation, is currently in talks with lenders on
restructuring a $1.24 billion debt after missing payments, The
Wall Street Journal's Michael Corkery relates.

LandSource, according to the report, is the most recent
homebuilder hit by the slump in the housing market.

WSJ adds, citing spokeswoman Tamara Taylor, that LandSource
previously obtained an extension until Wednesday, April 16, 2008,
to its debt payment.  Creditors have not issued Landsource notice
of default, WSJ quotes Mr. Taylor.

LandSource's debt is syndicated issued by at least 100 creditors
with Barclays Capital as arranger, WSJ reports.  The report
reveals that LandSource's assets were valued at $2.6 billion last
year.

WSJ discloses that 68% of LandSource is owned by MW Housing
Partners that includes CalPERS and 16% is owned by Cerberus
Capital unit, LNR.

Ms. Taylor told WSJ that LandSource's equity holders aren't liable
for the loan in case the joint venture defaults.

                Lennar's Two Vegas Projects Receive
                        Notices of Default

As reported in the Troubled Company Reporter on March 17, 2008,
two default notices were sent to Inspirada and Kyle Canyon
Gateway, two large housing projects in Las Vegas and joint
ventures involving Lennar, among others.  The default notices were
issued after an interest payment on a $765 million loan was left
unpaid.

The companies involved in the projects are presently negotiating
with lenders, a loan syndicate headed by J.P. Morgan Chase & Co.
and Wachovia Corp.  The partners in default are trying to talk out
the loan terms, which were patterned on past market conditions.

                   About LandSource Communities

LandSource Communities Development LLC is a partnership that
includes the California Public Employees' Retirement System and
home builder Lennar Corporation.  It owns thousands of acres of
land in California, including 15,000 acres north of downtown Los
Angeles.

                     About Lennar Corporation

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

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 28, 2008,
Lennar reported fourth quarter net loss in 2007 was $1.3 billion,
compared to a net loss of $195.6 million in 2006.  It reported net
loss for the year ended Nov. 30, 2007 of $1.9 billion, compared to
net earnings of $593.9 million for the year ended Nov. 30, 2006.

Following the earnings report, Standard & Poor's Ratings Services
said that its corporate credit rating, debt ratings, and outlook
on Lennar Corp.(BB+/Negative/--) are not immediately affected by a
large loss in its fiscal fourth-quarter 2007.


LNR CDO: Fitch Holds 'B+' Rating on $54 Million Class H Certs.
--------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes issued by LNR CDO
2002-1, Ltd./Corp.,as:

  -- $98.1 million class A at 'AAA';
  -- $80 million class B at 'AAA';
  -- $25 million class C at 'AA+';
  -- $40.2 million class D-FX at 'AA-';
  -- $45 million class D-FL at 'AA-';
  -- $22 million class E-FX at 'A';
  -- $33.1 million class E-FXD at 'A';
  -- $21 million class E-FL at 'A';
  -- $25 million class F-FX at 'BBB+';
  -- $27 million class F-FL at 'BBB+';
  -- $40 million class G at 'BB+';
  -- $54 million class H at 'B+'.

Despite realized and projected losses to the collateral, the
current credit enhancement to the rated classes in relation to the
credit quality of the remaining collateral warrants the
affirmations.

LNR CDO 2002-1 is a commercial real estate collateralized debt
obligation that closed July 9, 2002.  The portfolio is primarily
backed by commercial mortgage backed securities B-pieces.  LNR
2002-1 is a static transaction.  LNR Partners, Inc. selected the
initial collateral, serves as the collateral administrator and is
named special servicer on all of the underlying transactions.  LNR
Partners, Inc. (rated 'CSS1' as a special servicer by Fitch).

CMBS B-piece resecuritizations are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses. The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

LNR CDO 2002-1 is collateralized by all or a portion of 129
classes of fixed-rate commercial mortgage backed-securities in 22
separate underlying transactions.  All performance and collateral
information is based on the March 2008 trustee report and
discussions with the collateral administrator.  The pool's obligor
diversity is considered average for CMBS B-piece
resecuritizations, and the vintage distribution of the CMBS
collateral ranges from 1998 to 2002 (an average of 7.1 years of
seasoning).  Approximately 23.5% of the collateral currently is
rated below 'B-' or not rated, and therefore, is more susceptible
to losses in the near-term.  While overall a significant portion
of the collateral is below investment grade, approximately 14.1%
is investment grade.  LNR CDO 2002-1 holds 32.5% in the 'BB'
category and 30% in the 'B' category.

The collateral has realized $93.4 million in losses to date, which
represents 11.7% of the original collateral.  According to the
trustee report, $205.7 million of the underlying collateral is
currently 60 days or more delinquent.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings of the class A and B notes address the
likelihood that investors will receive full and timely payments of
interest, as per the governing documents, as well as the stated
balance of principal by the legal final maturity date.  The
ratings of the class C, D, E, F, G and H notes address the
likelihood that investors will receive ultimate and compensating
interest payments, as per the governing documents, as well as the
stated balance of principal by the legal final maturity date.


LNR CDO: Fitch Affirms 'BB' Rating on $43.478MM Class J Certs.
--------------------------------------------------------------
Fitch Ratings has affirmed all classes of notes issued by LNR CDO
2003-1, Ltd./Corp.,as:

  -- $99,160,000 class A at 'AAA';
  -- $78,184,000 class B at 'AAA';
  -- $34,000,000 class C-FL at 'AAA';
  -- $9,860,000 class C-FX at 'AAA';
  -- $5,000,000 class D-FL at 'AA+';
  -- $40,766,000 class D-FX at 'AA+';
  -- $48,000,000 class E-FL at 'A+';
  -- $41,626,000 class E-FX at 'A+';
  -- $6,000,000 class F-FL at 'A';
  -- $44,724,000 class F-FX at 'A';
  -- $12,204,000 class G at 'A-';
  -- $30,511,000 class H at 'BBB-';
  -- $43,478,000 class J at 'BB'.

Despite realized and projected losses to the collateral, the
current credit enhancement to the rated classes in relation to the
credit quality of the remaining collateral warrants the
affirmations.

LNR CDO 2003-1 is a commercial real estate collateralized debt
obligation that closed July 2, 2003.  The portfolio is backed by
commercial mortgage backed securities B-pieces.  LNR CDO 2003-1 is
a static transaction.  LNR Partners, Inc. selected the initial
collateral and serves as the collateral administrator.

CMBS B-piece resecuritizations are CRE CDOs and ReREMIC
transactions that include the most junior bonds of CMBS
transactions.

In reviewing CRE CDOs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

LNR CDO 2003-1 is collateralized by all or a portion of 140
classes of fixed-rate CMBS in 34 separate underlying transactions.  
All performance and collateral information is based on the March
22, 2008 trustee report.  The pool's obligor diversity is
considered average for CMBS B-piece resecuritizations, and the
vintage distribution of the CMBS collateral ranges from 1999 to
2003 (an average of 5.8 years of seasoning).  Approximately 22.6%
of the collateral currently is rated below 'B-' or not rated, and
therefore, is more susceptible to losses in the near-term.  While
overall a significant portion of the collateral is below
investment grade, approximately 20.8% is investment grade.  LNR
CDO 2003-1 holds 34.1% in the 'BB' category and 22.5% in the 'B'
category.

The collateral has realized $22 million in losses to date, which
represents 2.9% of the original collateral.  According to the
current trustee report, $323.8 million of the underlying
collateral is currently 60 days or more delinquent.

Fitch conducted cash flow modeling to test the transaction's
structure under various default and interest rate stress
scenarios.  The ratings on the class A, B, C-FL, and C-FX notes
address the timely payment of interest and ultimate repayment of
principal.  The ratings on the classes D-FL, D-FX, E-FL, E-FX, F-
FL, F-FX, G, H, and J notes address the ultimate payment of
interest and ultimate repayment of principal.


LODGENET INTERACTIVE: Reports Preliminary 2008 1st Quarter Results
------------------------------------------------------------------
LodgeNet Interactive Corporation disclosed Wednesday that it will
release its financial results for the first quarter of 2008 on
Tuesday, April 29, 2008.

In advance of the earnings release, the company disclosed
preliminary financial highlights for the first quarter of 2008:

  -- Total Revenue of approximately $139 million, an 85% increase
     over that reported in the first quarter of 2007.

  -- Average monthly total revenue per room of $25,120, an 0.8%
     increase over that reported during the prior year's first
     quarter.

     a) average monthly Guest Entertainment Revenue per room
        of $17,830, down 2.8% over the prior year period, which is
        in-line with the company's internal expectations and
        approximately the midpoint of the company's annual
        guidance range.  Additionally, average monthly movie
        revenue per room, which is included in the Guest
        Entertainment revenue per room, was $16,510 for the
        quarter, a decline of 3.5% versus the first quarter of
        2007.  This was also in line with internal expectations
        and approximately the midpoint of the company's annual
        guidance range.

     b) hotel room occupancy was 3.2% lower as compared to the
        first quarter of 2007.  As a result, the utilization rate
        of the company's guest entertainment services was
        essentially unchanged year over year on a per-occupied
        room basis.

     c) Gross profit margin on Guest Entertainment purchases was '     
        59.6% as compared to 61.4% during the first quarter of
        2007.  Gross profit margin on movie purchases was 62.4% as
        compared to 63.6% during the first quarter last year.

     d) average per-room monthly Revenue from Hotel Services,
        Advertising and Other sales of $7,290, an 11% increase
        over that reported in the first quarter of 2007.

  -- Adjusted Operating Cash Flow, defined as Operating Income
     exclusive of depreciation, amortization, share-based
     compensation, and restructuring and integration expenses, of
     approximately $34.5 million, a 52% increase over that
     reported in the first quarter of 2007.

  -- Net Loss of approximately $13.0 million, which includes
     approximately $5.9 million of expense related to
     restructuring and integration activities and the amortization
     of purchased intangibles.  Excluding these expenses, adjusted
     net loss was approximately $7.1 million.

"Our first quarter results are solidly in-line with the full year
guidance we issued in February," said Scott C. Petersen, LodgeNet
president and chief executive officer.  "We believe these
financial highlights reflect a stable environment for our guest
entertainment revenues as compared to our fourth quarter 2007
results, and the positive impact of our multiple revenue expansion
initiatives on our business."

                    About LodgeNet Interactive

Based in Sioux Falls, S. Dak., LodgeNet Interactive Corp. (Nasdaq:
LNET) -- http://www.lodgenet.com/-- provides media and  
connectivity solutions designed to meet the unique needs of
hospitality, healthcare and other guest-based businesses.  
LodgeNet Interactive serves more than 1.9 million hotel rooms
representing 9,900 hotel properties worldwide in addition to
healthcare facilities throughout the United States.  

The company's services include: Interactive Television Solutions,
Broadband Internet Solutions, Content Solutions, Professional
Solutions and Advertising Media Solutions.  LodgeNet Interactive
Corporation owns and operates businesses under the industry
leading brands: LodgeNet, LodgeNetRX, and The Hotel Networks.

                          *     *     *

At Dec. 31, 2007, the company's consolidated balance sheet showed
$693.8 million in total assets, $742.0 million in total  
liabilities, resulting in a $48.2 million total stockholders'
deficit.


LPATH INC: LevitZacks Expresses Going Concern Doubt
---------------------------------------------------
San Diego, Calif.-based LevitZacks raised substantial doubt on the
ability of Lpath, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended Dec.
31, 2007.  

The auditor reported that the company has incurred significant
cash losses from operations since inception and expects to
continue to incur cash losses from operations in 2008 and beyond.

The company posted a net loss of $15,091,760 on grant and royalty
revenue of $372,348 for the year ended Dec. 31, 2007, as compared
with a net loss of $5,604,743 on grant and royalty revenue of
$511,862 in the prior year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$8,651,988 in total assets, $2,316,760 in total liabilities and
$6,335,228 in total stockholders' equity.  

At Dec. 31, 2007, the company had an accumulated deficit of
$28,167,817.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2a88

                        About Lpath Inc.

Headquartered in San Diego, Calif., Lpath Inc., formerly Lpath
Therapeutics Inc., (OTC BB: LPTN) -- http://www.lpath.com/-  
is a biotechnology company that discovers and develops lipidomic-
based therapeutics.  Lipidomics is an emerging field of medical
science whereby bioactive signaling lipids are targeted to treat
important human diseases.  The company's lead product candidate,
Sphingomab(TM), is a humanized monoclonal antibody against a
validated cancer target, sphingosine-1-phosphate, and has
demonstrated compelling results in preclinical studies against
multiple forms of cancers, against age-related macular
degeneration, and against heart failure.


MARCAL PAPER: Wants Settlement Pact With New Jersey Approved
------------------------------------------------------------
Marcal Paper Mills Inc. asks the Hon. Morris Stern of the United
States Bankruptcy Court for the District of New Jersey to approve
a settlement agreement dated April 16, 2008, it entered into with
the New Jersey Department of Environmental Protection.

Pursuant to the terms of the agreement, the NJDEP agrees to waive
the filing of any administrative claims against the Debtor in
connection with Kaofin material, a fiber clay product, stored at
the Top Soil Depot Inc. superfund site.  Furthermore, the NJDEP
will not assert any future claim with respect to Kaofin material
against the Debtor, its shareholders and any of its officers,
including Kaofin material located on the property of Top Soil.

As reported in the Troubled Company Reporter on Jan. 21, 2008,
the Court approved the sale of substantially all of the Debtor's
assets to an affiliate of NexBank SSB, as agent under the second
lien loan agreement, for approximately $160 million.

Approval of the NJDEP agreement is one of the last open issues
that must be resolved in order to complete the sale, Gerald H.
Gline, Esql, at Cole Schotz, Meisel, Forman & Leonard, P.A., says
in court filings.

A full-text copy of the settlement agreement is available for free
at http://ResearchArchives.com/t/s?2ae1

                    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.  The Debtors selected Logan
and Company Inc. as claims agent.  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.


MASONITE INT'L: S&P Puts 'B' Corp. Credit Rating Under Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B' long-term
corporate credit and 'BB-' senior secured debt ratings on Masonite
International Inc. on CreditWatch with negative implications.  S&P
also placed the 'B' long-term corporate credit ratings on its
subsidiaries, Masonite International Corp. and Masonite US
Corp., on CreditWatch with negative implications.
     
"We base this CreditWatch placement on our expectation that
Masonite will breach covenants on its senior secured credit
facility during 2008, as financial tests tighten amid declining
profitability and the company's persistently heavy debt burden,"
said Standard & Poor's credit analyst Donald Marleau.  As such,
liquidity will become problematic, compelling Masonite to
negotiate relief or arrange other sources of short-term funding,
particularly as seasonal working capital swings consume cash in
late 2008 and early 2009.     

Although interior/exterior door producer Masonite had $42 million
in cash on hand at Dec. 31, 2007, and could draw about
$310 million from its $350 million revolver, availability will
decline sharply in 2008 as financial covenants constrain access.   
Having said that, any potential liquidity constraints Masonite
might face are alleviated significantly by its modest capital
expenditures and maturities of only $21 million through 2008.  
Masonite's leverage per the covenant calculation stood at 6.03x at
Dec. 31, 2007, and the maximum leverage allowed under the credit
agreement will tighten to 6.8x from 7.0x as of July 1, 2008, and
again to 6.5x as of Oct. 1, 2008.  Masonite's interest coverage as
calculated for covenant purposes stood at 1.91x at Dec. 31, 2007,
compared with a covenant minimum of 1.65x, which will tighten to
1.75x on Oct. 1, 2008.
     
The CreditWatch will be resolved once Masonite's liquidity
resources are solidified.  The current ratings incorporate our
expectation that Masonite will maintain adequate liquidity through
difficult conditions in the next few quarters, although Standard &
Poor's would likely lower the ratings if the company is unable to
shore up its access to cash.  Moreover, S&P could lower the
ratings one notch if EBITDA interest coverage falls significantly
below 1x for more than two quarters because of any combination of
worsening profitability or higher borrowing costs stemming from
higher debt or negotiated arrangements with lenders.


MASTR TRUSTS: Worse Performance Cues Moody's 10 Rating Downgrades
-----------------------------------------------------------------
Moody's Investors Service downgraded ten certificates and
maintained on review for possible further downgrade one class of
certificates from two transactions issued by MASTR Second Lien
Trust.  The transactions are backed by second lien loans.  The
certificates were downgraded because the bonds' credit enhancement
levels, including excess spread and subordination were too low
compared to the current projected loss numbers at the previous
rating levels.

The actions take into account the continued worsening performance
of transactions backed by closed-end-second lien collateral.
Substantial pool losses over the last few months have eroded the
credit enhancement available to the mezzanine and senior
certificates.  Despite the large amount of write-offs due to
losses, delinquency pipelines have remained high as borrowers
continue to default.

Complete rating actions are:

Issuer: MASTR Second Lien Trust 2005-1

  -- Cl. M-1, Downgraded to Aa1 from Aaa
  -- Cl. M-2, Downgraded to Ba2 from Aa2
  -- Cl. M-3, Downgraded to B3 from A1
  -- Cl. M-4, Downgraded to Caa3 from Baa1
  -- Cl. M-5, Downgraded to Ca from B1
  -- Cl. M-6, Downgraded to C from B3

Issuer: MASTR Second Lien Trust 2006-1

  -- Cl. A, Downgraded to A2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-1, Downgraded to Caa1 from Baa3

  -- Cl. M-2, Downgraded to C from Caa2

  -- Cl. M-3, Downgraded to C from Ca


MAXIM HIGH II: Moody's Junks Rating on $500 Mil. Notes From 'A2'
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of eight classes of
notes issued by Maxim High Grade CDO II, Ltd. and left on review
for possible further downgrade ratings of one of these classes of
notes.  The notes affected by this rating action are:

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053;

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

Class Description: $500,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $100,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $100,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $36,500,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $15,000,000 Class C Sixth Priority Senior
Secured Floating Rate Notes Due 2053;

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

Class Description: $20,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053;

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

Class Description: $19,000,000 Class E Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053;

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 7,
2008, as reported by the Trustee, of an event of default caused by
a default in the payment of accrued interest on the Class B Notes
and Class C Notes, as described in Section 5.1(a) of the Indenture
dated March 28, 2007.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction 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 following the
default event.  Because of this uncertainty, the ratings assigned
to the Class A-1 Notes remain on review for possible further
action.

Maxim High Grade CDO II, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.


MAXIM HIGH I: Poor Credit Quality Cues Moody's Rating Downgrades
----------------------------------------------------------------
Moody's Investors Service downgraded ratings of ten classes of
notes issued by Maxim High Grade CDO I, Ltd. and left on review
for possible further downgrade ratings of two of these classes of
notes.  The notes affected by this rating action are:

Class Description: $1,200,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2048;

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

Class Description: $250,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2048;

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $250,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2048;

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

Class Description: $100,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2048;

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

Class Description: $100,000,000 Class A-5 Fifth Priority Senior
Secured Floating Rate Notes Due 2048;

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

Class Description: $34,000,000 Class B Sixth Priority Senior
Secured Floating Rate Notes Due 2048;

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

Class Description: $21,000,000 Class C Seventh Priority Senior
Secured Floating Rate Notes Due 2048;

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

Class Description: $14,000,000 Class D Eighth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048;

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

Class Description: $20,500,000 Class E-1 Ninth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2048;

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $1,500,000 Class E-2 Ninth Priority Mezzanine
Secured Deferrable Fixed Rate Notes Due 2048

  -- Prior Rating: Ca
  -- Current Rating: C

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence on April 7,
2008, as reported by the Trustee, of an event of default caused by
a default in the payment of accrued interest on the Class A-3,
Class A-4, Class A-5, Class B Note and Class C Note, pursuant
Section 5.1(a) of the Indenture dated Dec. 21, 2006.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, certain parties to the
transaction 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 following the
default event.  Because of this uncertainty, the ratings assigned
to the Class A-1 and Class A-2 Notes remain on review for possible
further action.

Maxim High Grade CDO I, Ltd.is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.


MENDOZA DEVELOPMENT: Case Summary & 26 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Mendoza Development Group Inc.
        6960 NW 42nd Street
        Miami, Florida 33166
        Tel: (305) 5107046

Bankruptcy Case No.: 08-14550

Type of Business: The debtor is a land developer.

Chapter 11 Petition Date: April 14, 2008

Court: Southern District of Florida

Judge: Robert A. Mark

Debtor's Counsel: Carlos L. De Zayas, Esq.
                  (cdz@lydeckerlaw.com)
                  1201 Brickell Ave., Suite 200
                  Miami, Florida 33131
                  Tel: (305) 4163180

Estimated Assets: $500,001 to $1 million

Estimated Debts: $1,000,001 to $10 million

Debtor's 26 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
745 Investment Inc.            Secured Value:        $200,000   
c/o George Piedra, Esq.        $900,000
Grove Professional Bldg.
2950 SW 27th Ave., Suite 300
Miami, FL 33133

Frank & Nicole Seidenthal                            $165,000
c/o Michael P. Peterson, Esq.
6301 Sunset Drive
South Miami, FL 33143

Alex Mendoza                                         $110,400
8420 SW 104th Street
Miami, FL 33156

Stephen Musolino                                     $75,000

ICB Investments                Secured Value:        $60,000
                               $900,000

Luis and Carmen Banegas        Secured Value:        $58,000
                               $900,000

Alex Tile Corp.                Secured Value:        $50,000
                               $900,000

Zaza Investments               Secured Value:        $45,000
                               $900,000

Allied Roofing                                       $27,500

Miami-Dade County              Secured Value:        $9,785
Tax Collector                  $900,000

Royal Electric                                       $9,535

Precision Stonework                                  $9,325
of Miami, Inc.

Law Offices of Michael Yates                         $8,600

Louis Hillman-Waller, P.A.                           $5,838

Aqua Plumbing                                        $5,250

The Miter Cut, Inc.                                  $5,200

Santa Rosa All Weather                               $4,437

Ariel Abelairas                                      $2,500

C&M Wall Cover & Walart, Inc.                        $1,920

Fireplaces by Knippel                                $1,700
Construct.                     

Miami-Dade Water &             Secured Value:        $1,155
Sewer Department               $900,000

Rodriguez Bulldozer                                  $935

Bellsouth                                            $439

Florida Dept. of Revenue                             $250

Friendly John, Inc.                                  $171

AT&T                                                 $128


MERITAGE MORTGAGE: Nine Tranches Get Moody's Rating Downgrades
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 9 tranches
from 1 subprime RMBS transaction issued by Meritage Mortgage Loan
Trust.  1 downgraded tranche remains on review for possible
further downgrade.  The collateral backing these transactions
consists primarily of first-lien, fixed and adjustable-rate,
subprime residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

Issuer: Meritage Mortgage Loan Trust 2005-3

  -- Cl. M-1, Downgraded to A1 from Aa1

  -- Cl. M-2, Downgraded to Ba1 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to Caa1 from A2

  -- Cl. M-6, Downgraded to Caa2 from A3

  -- Cl. M-7, Downgraded to Caa3 from Baa1

  -- Cl. M-8, Downgraded to Ca from Baa2

  -- Cl. M-9, Downgraded to C from Ba2


MONEYGRAM INT'L: Moody's Keeps 'B1' Rating on Experienced Losses
----------------------------------------------------------------
Moody's Investors Service confirmed MoneyGram International's B1
corporate family rating with a negative rating outlook.  This
rating confirmation concludes the review for further possible
downgrade initiated on Oct. 18, 2007, which was prompted by the
company's announcement that it had experienced losses to its
investment portfolio as a result of the illiquidity in the market
for subprime asset backed securities and CDO's.

Moody's confirmed MoneyGram's rating because the company has
removed the uncertainty surrounding the carrying value of its
investment portfolio by disposing of the vast majority of its
impaired asset-back securities portfolio at a total loss of
$1.6 billion.  While the sale of the securities resulted in a
temporary non-compliance with the minimum net worth requirements
of the states in which it is licensed to conduct its money
transfer and other payment services businesses, the company
regained compliance with the recent recapitalization.

The rating continues to be supported by MoneyGram's strong market
position in its core money transfer business and Moody's positive
outlook for the funds remittance industry globally.  The money
transfer business has shown resiliency despite the distractions
stemming from the company's investment losses, as indicated by 27%
revenue growth during 2007 and the recent contract renewal with
Wal-Mart through January 2013.  Wal-Mart is MoneyGram's largest
customer and accounted for 20% of total fee and investment revenue
during 2007.

On March 26, 2008, Moody's downgraded the company's CFR to B1 from
Ba3 upon the closing of a recapitalization agreement with an
investment group led by Thomas H. Lee Partners and Goldman, Sachs
& Co.  The downgrade reflected increased leverage associated with
losses from the company's disposed investment portfolio.

Under the recapitalization agreement, the company issued
$760 million of preferred stock, convertible into 79% of the
common equity of the company at an initial conversion price of
$2.50 per share.  MoneyGram also received debt financing of
$500 million from affiliates of Goldman Sachs and a $600 million
senior credit facility from JP Morgan Chase Bank and various
lenders consisting of $350 million in term loans and a
$250 million revolving credit facility, of which $105 million was
available.  Total debt currently outstanding is approximately
$1 billion.  Moody's believes the company's current leverage is
consistent with a B1 rating.

The negative rating outlook reflects the uncertainty regarding the
profitability of the Payment Systems segment after the
restructuring and realignment of the investment portfolio.   
Earnings from the official check business are generated primarily
by the investment of funds received from the sale of payment
instruments.  With the shift in investment focus from asset-backed
securities to highly-liquid, highly-rated short-term government
securities, the company will earn a lower rate of return, which is
expected to be offset by lower commissions paid to its official
check customers.  However, this strategy will be dependent upon
the ability to lower the commission structure and to exit certain
large customer contracts with high commission rates in a timely
fashion.

The negative outlook also reflects uncertainties regarding the
strategic vision of the new majority owners, legal and regulatory
overhang, and the outcome of the informal inquiry being conducted
by the SEC.  A positive rating action could occur if the company
reduces leverage, maintains its market position in the money
transfer business, and generates sustainable profitability in the
official checks business.

Located in Minneapolis, Minnesota, MoneyGram International is a
transaction processor of official check, money order, and money
transfer services.


MORGAN STANLEY: Fitch Holds Low-B Ratings on Three Cert. Classes
----------------------------------------------------------------
Fitch Ratings has affirmed the classes of Morgan Stanley Capital I
Inc. commercial mortgage-backed securities pass-through
certificates, series 2004-RR (MS 2004-RR) as:

  -- $12.3 million class F-1 at 'AAA';
  -- Interest-only class F-X at 'AAA';
  -- $11.4 million class F-2 at 'AA';
  -- $7.2 million class F-3 at 'A';
  -- $8.2 million class F-4 at 'BBB+';
  -- $13.6 million class F-5 at 'BB+';
  -- $5.7 million class F-6 at 'BB';
  -- $29.7 million class F-7 at 'B+'.

The certificates of MS 2004-RR, which closed June 17, 2004,
represent beneficial ownership interest in the trust, assets of
which are $88,230,752 of the class F certificates from Morgan
Stanley Capital I Inc., series 1997-RR (MS 1997-RR), which is
backed by CMBS B-pieces.  CMBS B-piece resecuritizations (also
referred to as first loss CRE CDOs/ReREMICs) are CRE CDOs and
ReREMIC transactions that include the most junior bonds of CMBS
transactions.

In reviewing ReREMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

The class F certificates are collateralized by all or a portion of
17 classes of fixed-rate CMBS in nine separate underlying
transactions.  All performance and collateral information is based
on the Mar. 28, 2008 trustee report.  The remaining bonds are from
the 1996 and 1997 vintages, an average of over 11 years of
seasoning.  Approximately 30.3% of the collateral is currently
rated below 'B-' or not rated, and therefore, is more susceptible
to losses in the near-term. Four bonds (51.6%) are rated 'AA+' or
'AAA'.  MS 1997-RR holds 7.3% in the 'BBB' category, 2.1% in the
'BB' category and 8.8% in the 'B' category.


MORGAN STANLEY: Moody's Downgrades Ratings on 241 Tranches
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of 241 tranches
from 26 Alt-A transactions issued by Morgan Stanley.  One hundred
nineteen tranches remain on review for possible further downgrade.   
Additionally, 111 tranches were placed on review for possible
downgrade.

The collateral backing these transactions consists primarily of
first-lien, fixed and adjustable-rate, Alt-A mortgage loans.  The
ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going review process.

Complete rating actions are:

Morgan Stanley Mortgage Loan Trust 2005-11AR

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. X, Placed on Review for Possible Downgrade, currently Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Ca from Ba1

  -- Cl. B-1, Downgraded to Ca from B2

  -- Cl. B-2, Downgraded to Ca from B3

  -- Cl. B-3, Downgraded to Ca from B3

Morgan Stanley Mortgage Loan Trust 2005-5AR

  -- Cl. 1-M-1, Downgraded to Aa2 from Aa1

  -- Cl. 1-M-2, Downgraded to A1 from Aa2

  -- Cl. 1-M-3, Downgraded to Baa1 from Aa3

  -- Cl. 1-M-4, Downgraded to Ba1 from A1

  -- Cl. 1-M-5, Downgraded to B1 from A2

  -- Cl. 1-M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-B-1, Downgraded to B3 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-B-2, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-B-3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. B-1, Downgraded to A1 from Aa2

  -- Cl. B-2, Downgraded to Ba2 from A2

  -- Cl. B-3, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

Morgan Stanley Mortgage Loan Trust 2005-6AR

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-M-1, Downgraded to Aa3 from Aa1

  -- Cl. 1-M-2, Downgraded to Baa1 from Aa2

  -- Cl. 1-M-3, Downgraded to Baa3 from Aa3

  -- Cl. 1-M-4, Downgraded to Ba3 from A2

  -- Cl. 1-M-5, Downgraded to B3 from Baa1

  -- Cl. 1-M-6, Downgraded to B3 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-B-1, Downgraded to B3 from Baa3; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-B-2, Downgraded to Ca from Ba1

  -- Cl. 1-B-3, Downgraded to Ca from B2

Morgan Stanley Mortgage Loan Trust 2005-9AR

  -- Cl. 1-A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-X, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-2, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 1-B-1, Downgraded to Baa3 from Aa2

  -- Cl. 1-B-2, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-B-3, Downgraded to Ca from Ba1

  -- Cl. B-1, Downgraded to Baa3 from Aa2

  -- Cl. B-2, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Ca from Ba1

Morgan Stanley Mortgage Loan Trust 2006-11

  -- Cl. 1-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-5, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-A-6, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 1-M-1, Downgraded to B2 from Aa1

  -- Cl. 1-M-2, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M-3, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M-4, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. 1-M-5, Downgraded to Caa1 from Baa1; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-M-6, Downgraded to Caa1 from Baa2; Placed Under Review
     for further Possible Downgrade

  -- Cl. 1-B-1, Downgraded to Ca from Ba1

  -- Cl. 1-B-2, Downgraded to Ca from Ba2

  -- Cl. 1-B-3, Downgraded to Ca from B1

  -- Cl. 2-A-P, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 3-A-P, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 3-A-4, Placed on Review for Possible Downgrade,
     currently Aa1

  -- Cl. 4-A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 4-A-2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. B-1, Downgraded to Ba2 from Aa2

  -- Cl. B-2, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

Morgan Stanley Mortgage Loan Trust 2006-12XS

  -- Cl. A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-2B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-4, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-5B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. A-6B, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa1 from Aa1

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-1, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-2, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B-3, Downgraded to Caa1 from Baa3; Placed Under Review
     for further Possible Downgrade

Morgan Stanley Mortgage Loan Trust 2006-13ARX

  -- Cl. A-1, Placed on Review for Possible Downgrade


MORGAN STANLEY: Fitch Holds 'B+' Rating on $98.2MM Class F Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed the classes of Morgan Stanley Capital I
Inc. commercial mortgage-backed securities pass-through
certificates, series 1997-RR as:

  -- $14.9 million class E at 'AAA';
  -- $98.2 million class F at 'B+'.

In addition:

  -- $11.9 million class G-1 remains at 'C/DR6';
  -- $7.4 million class G-2 remains at 'CCC/DR4'.

Classes A, B, C, D, and IO have been paid in full and classes H-1
and H-2 have been reduced to zero due to realized losses.

MS 1997-RR is backed by CMBS B-pieces and closed on Nov. 26, 1997.  
CMBS B-piece resecuritizations (also referred to as first loss CRE
CDOs/ReREMICs) are CRE CDOs and ReREMIC transactions that include
the most junior bonds of CMBS transactions.

In reviewing ReREMICs, Fitch has targeted expected losses in
different rating stresses based on the quality of the underlying
CMBS collateral.  The overall expected losses reflect the single
sector exposure, the concentrated nature of these portfolios, and
the low expected recoveries upon bond default, especially for more
junior and thinner classes of CMBS tranches.  Additional ratings
considerations include seasoning of underlying collateral, obligor
diversity, actual bond performance and projected losses.  The
specific credit characteristics that are factored into Fitch's
rating review are discussed below.

MS 1997-RR is collateralized by all or a portion of 17 classes of
fixed-rate CMBS in nine separate underlying transactions.  All
performance and collateral information is based on the Mar. 28,
2008 trustee report.  The pool is concentrated with under 30% of
the original collateral remaining since issuance.  The remaining
bonds are from the 1996 and 1997 vintages, an average of over 11
years of seasoning.  Approximately 30.3% of the collateral is
currently rated below 'B-' or not rated, and therefore, is more
susceptible to losses in the near-term.  Four bonds (51.6%) are
rated 'AA+' or 'AAA'. MS 1997-RR holds 7.3% in the 'BBB' category,
2.1% in the 'BB' category and 8.8% in the 'B' category.

The ReREMIC has paid down $267.2 million (53%) since issuance.     
Additionally, the collateral has realized $104.1 million in losses
to date, which represents 20.7% of the original collateral.   
According to the current trustee report, $7 million of the
underlying collateral is currently 60 days or more delinquent.  
Any additional losses to the underlying collateral would directly
impact classes G-1 and G-2.


NATIONAL CITY: Raising $7 Bil. Equity to Strengthen Capital Base
----------------------------------------------------------------
The Board of Directors of National City Corporation unanimously
approved the raising of $7 billion of additional equity capital
that would solidify the company's financial foundation as it
continues to focus on maximizing its core banking strengths for
stockholders, customers and the communities it serves.  
Separately, National City also released its first quarter 2008
results, reporting a net loss of $171 million, compared to a net
loss of $333 million in the fourth quarter of 2007.

The Associated Press reports that the company's shares drop $2.30,
or 27.6%, to $6.03, having fallen as low as $5.90 earlier in the
session Monday -- their cheapest trade since the early 1990s.

The capital raise includes $985 million of private equity capital
from Corsair Capital, a highly regarded private equity firm with a
successful track record of global long-term investing in the
financial services industry, particularly the banking sector, and
one other private equity investor.  The balance, or $6 billion, of
equity capital is being purchased by other investors, including
several of National City's largest current institutional
stockholders.

The capital infusion is expected to increase National City's
capital ratios well above the high end of the company's targeted
ranges.  That includes its Tier 1 risk-based capital ratio, which
will increase to 11.40% pro forma for this transaction from 6.65%
at March 31, 2008.  The 11.40% pro forma ratio places National
City well above its peer group with respect to this important
measure.  To further strengthen its capital position, National
City's Board also approved a reduction in its common dividend to
$0.01 per share from $0.21 per share, payable May 16, 2008, to
holders of record May 1, 2008.

"This strategic raising of equity capital provides National City
with the financial flexibility to continue investing in and
growing our core businesses, which are delivering solid results,
while addressing the asset quality challenges posed by the
disruptions in the credit and housing markets," National City
Chairman, President and CEO Peter E. Raskind said.  "In addition,
while we fully recognize that the dividend is an important element
of return for our stockholders, the dividend reduction is
consistent with our efforts to strengthen our capital position and
is prudent given this environment."

"We are pleased with the confidence that our investors have
expressed in the value underlying National City's franchise and
the fundamental strengths of our business model that will help
drive a return to profitability. Corsair Capital's participation
is particularly gratifying," Mr. Raskind said.  "It is a seasoned
investor with a record of working productively with the boards and
management teams of the companies in which it invests.  National
City has a long and rich history, and we look forward to carrying
on that great tradition with our team of 32,000 employees, whose
passion and dedication for serving our customers is unmatched in
our industry."

Corsair Capital will be represented on the Board of Directors of
National City, which intends to appoint Corsair Capital Vice
Chairman Richard E. Thornburgh as a director.  Mr. Thornburgh
said, "In Corsair's view, National City is an integral contributor
to the economic fabric of the markets it serves.  Our decision to
make a long-term investment in National City reflects our
recognition of the company's important role as a leading provider
of core banking services to its many customers, and our confidence
in the potential of National City to achieve enhanced value for
its customers, stockholders and employees in the future."

                    Terms of the Capital Raise

In the financing, National City will issue 126.2 million shares of
common stock at a purchase price of $5 per share and an aggregate
of 63,690 shares of Contingent Convertible Perpetual Non-
cumulative Preferred Stock, Series G, at a purchase price and
liquidation preference of $100,000 per share.  After receipt of
certain approvals, including approval of the company's
stockholders, each share of convertible preferred stock will
automatically convert into 20,000 shares of the company's common
stock, subject to adjustment.

In addition, Corsair Capital and certain other participating
investors will receive warrants with an exercise price of 115
percent of the company's average closing price for the five-
trading-day period beginning Monday, April 21, 2008, with a cap of
$8.50 per share. These warrants have a term of five years.  The
warrants will be exercisable after certain stockholder and
regulatory approvals are received.

The company intends to call a special stockholders' meeting to:

    * increase the number of shares of authorized common stock and

    * approve conversion of the preferred Series G stock into
      common stock and the exercisability of the warrants.

Goldman, Sachs & Co. served as financial advisor and Sullivan &
Cromwell LLP and Jones Day served as legal advisors to National
City.  RBS Greenwich Capital served as financial advisor and
Simpson Thacher & Bartlett LLP served as legal advisor to Corsair
Capital.

                        First Quarter Results

Separately, National City released its first quarter results,
reporting a net loss for the first quarter of 2008 of $171
million, compared to a net loss of $333 million in the fourth
quarter of 2007, and net income of $319 million for the first
quarter of 2007.  The first quarter 2008 loss principally reflects
a provision for loan losses of approximately $1.4 billion,
partially offset by a gain on the redemption of Visa shares of
$532 million and a release of Visa indemnification liabilities of
$240 million.

"Clearly, the U.S. housing and mortgage environment deteriorated
significantly over the course of the first quarter.  As a
consequence, we have revised future loss expectations and
significantly increased reserves across several portfolios, in
particular the liquidating portfolios of nonprime mortgage and
broker-sourced home equity loans," Mr. Raskind said.  "The
resulting loan loss provision drove the overall results of the
company to a net loss position for the first quarter, despite the
benefits of a large gain from the Visa IPO and solid financial
performance in our retail banking, commercial banking and wealth
management businesses.  While we are clearly disappointed by the
quarter's weak profitability, we feel that it is both necessary
and prudent to build reserves in anticipation of a continued
difficult environment for housing-related loans."

                 Net Interest Income and Margin

Tax-equivalent net interest income was $1.1 billion for the first
quarter of 2008, down about 4% compared to both the immediately
preceding quarter and the first quarter a year ago.  Average
earning assets for the first quarter of 2008 were $134.6 billion,
about equal to the preceding quarter, and an increase of 11%
compared to the first quarter a year ago, largely due to a
September 2007 acquisition.  Net interest margin was 3.18% in the
first quarter of 2008, 3.30% in the fourth quarter of 2007, and
3.69% in the first quarter a year ago. The lower margin in 2008
reflects lower loan yields driven by decreases in the Federal
Funds rate, while funding costs have declined less.

                         Loans and Deposits

Average portfolio loans were $115.4 billion for the first quarter
of 2008, $113.5 billion for the fourth quarter of 2007, and
$98.2 billion for the first quarter a year ago.  The year-over-
year increase reflects growth in commercial loans, transfers of
formerly held for sale mortgage and home equity loans, and the
aforementioned acquisition.  Average loans held for sale were
$4.5 billion in the first quarter of 2008, down $3.8 billion
compared with the fourth quarter of 2007, and down $7.3 billion
compared to the first quarter a year ago.  This decrease reflects
curtailment of origination of non agency-eligible mortgage loans
and broker-originated mortgage and home equity loans, as well as
transfers of previously held for sale loans to portfolio in late
2007.

Average total deposits were $97.6 billion in the first quarter of
2008, about equal to the preceding quarter, and up 11% compared to
the first quarter a year ago.  Average core deposits, excluding
mortgage escrow and custodial balances, were $83.2 billion in the
first quarter of 2008, about equal to the fourth quarter of 2007,
and up from $72.8 billion in the first quarter a year ago.  
Deposits have increased with the aforementioned acquisition as
well as continued household growth and expansion.

                            Credit Quality

The provision for loan losses was $1.4 billion in the first
quarter of 2008, $691 million in the fourth quarter of 2007, and
$122 million in the first quarter of 2007.  The higher provision
in 2008 principally reflects further deterioration in the credit
quality of residential real estate loans, specifically within the
liquidating nonprime and broker-sourced mortgage and home equity
portfolios, as well as the residential construction portfolio.

Net charge-offs were $538 million in the first quarter of 2008,
$275 million in the preceding quarter, and $147 million in the
first quarter of last year.  The higher charge-offs are
concentrated in the previously identified residential real estate
portfolios.  Nonperforming assets were approximately $2.3 billion,
up from $1.5 billion at Dec. 31, 2007, with the increase primarily
driven by higher levels of nonprime mortgage, residential
construction and formerly held-for-sale mortgage loans.  Loans 90
days past due were $1.8 billion at March 31, 2008, compared to
$1.9 billion at Dec. 31, 2007.

As of March 31, 2008, the allowance for loan losses was $2.6
billion, or 2.23% of portfolio loans, compared to $1.8 billion, or
1.52% of portfolio loans, at year end, and $1.1 billion, or 1.11%
of portfolio loans, a year earlier.  The higher allowance for loan
losses reflects expected probable losses on residential real
estate loans.

                           Balance Sheet

At March 31, 2008, total assets were $155.0 billion and
stockholders' equity was $13.2 billion or 8.5% of total assets.  
At March 31, 2008, total deposits were $98.5 billion, including
core deposits of $89.1 billion.  Tangible equity to assets was
5.00% at March 31, 2008, compared to 5.29% at Dec. 31, 2007.  The
company's Tier 1 capital was 6.65% at March 31, 2008, which is
above the "well-capitalized" threshold of 6.00%.  The Corporation
had no share repurchases in the first quarter of 2008 and none are
planned.

                     About National City Corp.

Headqurtered in Cleveland, Ohio, National City Corporation --
http://www.nationalcity.com/-- is financial holding company that   
operates through an extensive distribution network in Ohio,
Florida, Illinois, Indiana, Kentucky, Michigan, Missouri,
Pennsylvania, and Wisconsin, and also conducts selected lending
and other financial services businesses on a nationwide basis. The
primary source of National City's revenue is net interest income
from loans and deposits, revenue from loan sales and servicing,
and fees from financial services provided to customers.  Its
operations are primarily conducted through more than 1,400 branch
banking offices located within National City's nine-state
footprint.  In addition, National City operates over 410 retail
mortgage offices throughout the United States.


NEUMANN HOMES: Selling Assets in Two Developments to RBC
--------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Northern District of Illinois approval to
sell to RBC Bank (USA) their properties in two residential
developments located in Kenosha, Wisconsin.

RBC Bank financed the Developments known as Leona's Rolling
Meadows and Strawberry Creek before the Petition Date.  In
effect, the Bank's claims are secured and cross collateralized by
the Debtors' assets and contracts related to the Kenosha
Developments.

As of April 11, 2008, the Debtors owe RBC Bank about $5,986,328
for certain financial accommodations, consisting of:

    Category                                      Amount
    --------                                      ------
    Prepetition Debt, consisting of loans     $5,900,000
    for the construction and development
    of the Assets

    Postpetition financing                        86,328

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &  
Flom LLP, in Chicago, Illinois, relates that the Debtors
originally received $6,900,000 from RBC Bank prepetition with
respect to the Developments.  RBC Bank, however, recently
released the Debtors from liability with respect to about
$1,000,000 of the Prepetition Debt in accordance with the terms
of a December 13, 2007 order.

According to Mr. Panagakis, a preliminary valuation of the
Developments by Hilco Real Estate, LLC, showed that RBC Bank's
secured claims are substantially undersecured with respect to the
Debtors' Outstanding Debt.

The Debtors and RBC Bank, therefore, discussed alternatives to
dispose the Assets.  However, given the magnitude of the under-
collateralization, the parties determined that the most
practical alternative for the disposition of the Assets is to
sell the Assets to RBC Bank.  Mr. Panagakis notes that it will
eliminate the need for RBC Bank to seek relief from the automatic
stay to commence a foreclosure proceeding.

The Assets to be sold to RBC Bank generally consist of real and
personal properties, a list of which is available for free at:

               http://ResearchArchives.com/t/s?2ae3

In return for the sale of the Assets, the Debtors will receive
these considerations:

   (1) Reduction of the Outstanding Debt;

   (2) Assumption of certain liabilities related to the Assets
       by RBC Bank or its designee; and

   (3) Additional cash consideration.

In connection with the proposed Asset Sale, the Debtors   
contemplate the transfer of certain designation rights to RBC
Bank and the rejection of contracts related to the Developments.

Each counterparty to a Contract have until April 18, 2008, to
file and serve an objection to the proposed contract rejection to
the Court.

The Contracts generally consist of declarations, improvement
bonds, and developer's agreement, a list of which is available
for free at:

               http://ResearchArchives.com/t/s?2ae4

Mr. Panagakis tells the Court that the Debtors have received
expressions of interest from various parties regarding the Assets
that may be for sale.  The Debtors intend to provide notice of
the proposed asset sale to those parties, he notes.

In the event any party make a bona fide offer with demonstration
of the financial capability to close on its offer, the Debtors,
in consultation with RBC Bank and the Official Committee of
Unsecured Creditors will consider the competing proposals, and
the establishment of formal procedures to address any competing
bids for the Assets, Mr. Panagakis avers.

                       About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)  


NEUMANN HOMES: Seeks $400,000 Loans From Guaranty Bank & IndyMac
----------------------------------------------------------------
Neumann Homes Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Northern District of Illinois two
separate proposed orders to borrow additional postpetition loans,
aggregating $400,000, from Guaranty Bank and IndyMac Bank.

The additional DIP loans consist of $150,000 from Guaranty Bank,
and $250,000 from IndyMac Bank, which the Debtors intend to use
for general operating purposes and to maintain or sell the banks'
collateral.

George N. Panagakis, Esq., at Skadden, Arps, Slate, Meagher &  
Flom LLP, in Chicago, Illinois, said that in lieu of funding
pursuant to a budget, Guaranty Bank's loan will be funded as:

   (i) $75,000 upon the Illinois Court's approval of the
       proposed sale and bidding procedures reasonably
       acceptable to Guaranty Bank with respect to its  
       collateral; and

  (ii) $75,000 on May 15, 2008.

Likewise, the IndyMac Bank loan will be funded upon approval of
the proposed bidding procedures for the sale of its collateral.

The Debtors propose that they be permitted to borrow the
additional DIP loans pursuant to the same terms provided in the
interim DIP order dated November 28, 2007 for general corporate
funding.  The additional DIP loans, however, will not be subject
to conditions provided in the initial DIP loan budget.

All postpetition financing provided by Guaranty Bank and IndyMac
Bank will be due and payable on August 30, 2008, according to Mr.
Panagakis.

                      About Neumann Homes

Headquartered in Warrenville, Illinois, Neumann Homes Inc. --
http://www.neumannhomes.com/-- develops and builds residential
real estate throughout the Midwest and West US.  The company is
active in the Chicago area, southeastern Wisconsin, Colorado, and
Michigan.  The company have built more than 11,000 homes in some
150 residential communities.  The company offer formal business
training to employees through classes, seminars, and computer-
based training.

The company filed for Chapter 11 protection on Nov. 1, 2007
(Bankr. N.D. Ill. Case No. 07-20412).  George Panagakis, Esq., at
Skadded, Arps, Slate, Meagher & Flom L.L.P., was selected by the
Debtors to represent them in these cases.  The Official Committee
of Unsecured Creditors has selected Paul, Hastings, Janofsky &
Walker LLP, as its counsel in these bankruptcy proceeding.  When
the Debtors filed for protection against its creditors, they
listed assets and debts of more than $100 million.

(Neumann Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000)   


NEW CENTURY: IRS et al. Balk at Amended Liquidation Plan
--------------------------------------------------------
The Internal Revenue Service and Pima County, Arizona, object to
the First Amended Joint Chapter 11 Plan of Liquidation of the
Debtors and the Official Committee of Unsecured Creditors, dated
March 18, 2008.

Zurich American Insurance and its affiliates, including Fidelity
& Deposit Company of Maryland, object to the cure amounts listed
in the First Amended Joint Chapter 11 Plan of Liquidation of the
Debtors and the Official Committee of Unsecured Creditors.

                Internal Revenue Service Objection

Jan M. Geht, Esq., trial attorney at the Tax Division of the
United States Department of Justice, tells Judge Carey that under
Section 553 of the Bankruptcy Code, courts have upheld the IRS'
right to offset the overpayment of taxes by the Debtors.

In the Debtors' Chapter 11 cases, the IRS believes it will not
need to exercise its right of set-off, since the Debtors have
underpaid their taxes for 2003 and 2004.  However, there is a
possibility the audit will show the Debtors having an overpayment
in one year and an underpayment in another year.  In that event,
the Plan provides that the IRS must immediately refund the
overpayment, but should wait five years to collect the
underpayment.

The IRS maintains that the availability of an eventual payment
should not prevent its right to seek immediate set-off prior to
refunding the overpayment.  It asks that either:

   (1) the Plan be amended to reflect its statutory right of
       set-off; or

   (2) the confirmation order expressly provide that:

       -- notwithstanding anything to the contrary in the Plan,
          the injunction contained in Article 12(A)(iv) does not
          apply to the IRS, and

       -- the IRS retains its right of set-off.

                Zurich American Insurance Objection

Zurich American Insurance and its affiliates, including Fidelity
& Deposit Company of Maryland, object to the cure amounts listed
in the First Amended Joint Chapter 11 Plan of Liquidation of the
Debtors and the Official Committee of Unsecured Creditors.

Representing Zurich, Ronald S. Gellert, Esq., at Eckert Seamans
Cherin & Mellot, LLC, in Wilmington, Delaware, contends that
despite the Debtors' belief that no cure amounts under their
insurance policies with Zurich, a review of Zurich's accounts
reveals that $221,606 remains due under certain Policies.

Pursuant to Section 365(b) of the Bankruptcy Code, the Debtors
may only assume and assign the Zurich Policies if there is a full
cure of all defaults, Mr. Gellert asserts.  Zurich objects to the
Debtors' proposed $0 cure, and insists tat the cure amount must
be set to no less than $221,606.

                      Pima County Objection

Pima County holds a secured claim for personal property taxes for
tax year 2007 against Debtor Home123 Corp.  The $1,642 claim is
secured by a first priority statutory lien on personal property
on which the taxes are owed.  The liens include postpetition
interest at the 16% statutory rate.  Under state law, the liens
may not be removed until all taxes and interest have been paid.

The Plan provides that no postpetition interest will be paid on
any claim unless expressly agreed to by the Debtors, or provided
for in the Plan.  German Yusufov, Esq., Deputy County Attorney,
points out that the Plan makes no provision for payment of
postpetition interest on oversecured claim, violating Section
506(b) of the Bankruptcy Code.

Pima County insists that the Plan cannot be confirmed unless it
is amended to remedy the stated defects.

                        About New Century

Founded in 1995, Irvine, Calif.-based New Century Financial
Corporation (NYSE: NEW) -- http://www.ncen.com/-- is a real    
estate investment trust, providing mortgage products to borrowers
nationwide through its operating subsidiaries, New Century
Mortgage Corporation and Home123 Corporation.  The company offers
a broad range of mortgage products designed to meet the needs of
all borrowers.

The company and its debtor-affiliates filed for Chapter 11
protection on April 2, 2007 (Bankr. D. Del. Lead Case No.
07-10416).  Suzzanne Uhland, Esq., Austin K. Barron, Esq., and
Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins,
Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at
Richards, Layton & Finger, P.A., represent the Debtors.  The
Official Committee of Unsecured Creditors selected Hahn & Hessen
as its bankruptcy counsel and Blank Rome LLP as its co-counsel.
When the Debtors filed for bankruptcy, they listed total assets
of $36,276,815 and total debts of $102,503,950.  The Debtors'
exclusive period to file a plan expired on Jan. 28, 2008. (New
Century Bankruptcy News, Issue No. 37; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


NEXTMEDIA OPERATING: Moody's Junks Probability of Default Rating
----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
for NextMedia Operating, Inc. to B3 from B2 and its probability of
default rating to Caa1 from B3.  The rating outlook is negative.   
This action concludes the review commenced April 1 and follows
NextMedia's execution of an amendment to its credit agreement and
delivery of audited financial statements.

The downgrade of the corporate family rating to B3 reflects
expectations that amendment related costs will impede NextMedia's
ability to generate the previously expected breakeven to modestly
positive free cash flow, as well as concerns over the potential
for an adverse change in business profile should NextMedia sell
outdoor assets rather than radio.  The requirement to execute
limited asset sales also heightens default risk, contributing to
the downgrade of the probability of default rating to Caa1
(although the company could cure any shortfall with an equity
contribution).

The amendment requires upfront payments and will increase
NextMedia's annual interest expense by approximately $7 million.   
Furthermore, it calls for NextMedia to generate proceeds from
limited asset sales (to be applied entirely to repayment of first
lien debt), and Moody's considers a sale of the outdoor assets
more likely.  The negative outlook reflects the uncertainty over
the timing and execution of the required asset sales.

Moody's also confirmed the B1 rating on NextMedia's first lien
debt and the Caa2 rating on the second lien debt.

NextMedia Operating, Inc.

  -- Probability of Default Rating, Downgraded to Caa1 from B3

  -- Corporate Family Rating, Downgraded to B3 from B2

  -- Outlook, Changed To Negative From Rating Under Review

  -- Senior Secured First Lien Credit Facility, Confirmed B1,
     LGD2, 23%

  -- Senior Secured Second Lien Credit Facility, Confirmed Caa2,
     LGD5, 75%

NextMedia's B3 corporate family rating reflects high leverage,
expectations for negligible to negative free cash flow, and lack
of scale, as well as the maturity and inherent cyclicality of the
radio industry.  Furthermore, NextMedia has experienced below
industry revenue growth in both radio and outdoor, due in part to
internal operating challenges.  The company's geographic
diversification, high margins, and outdoor advertising assets,
which Moody's believes have better growth prospects than radio,
support the rating.  The recent amendment improved cushion under
the financial covenants of NextMedia's credit agreement, also a
positive for the rating.

NextMedia Operating, Inc., headquartered in Greenwood Village,
Colorado, operates 42 radio stations in eleven mid-sized and
suburban markets and over 8,150 outdoor displays in nine markets.


OCTANS CDO: Trustee's Notice Cues S&P to Lowers Nine Ratings
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on nine
classes from two collateralized debt obligations, Octans CDO I
Ltd. and Draco 2007-1 Ltd.  Concurrently, S&P placed seven of the
lowered ratings and one other rating on CreditWatch with negative
implications.
     
The rating actions reflect S&P's  receipt of notices from the
trustees on the deals stating that a majority of the controlling
classes of the transactions were directing the trustee to proceed
with the liquidation of the collateral backing the rated notes.  
The liquidation notices follow previous notices declaring events
of default for these transactions, dated Feb. 13, 2008, for Draco
2007-1 Ltd. and April 3, 2008, for Octans CDO I Ltd.
     
Both deals are hybrid CDOs of asset-backed securities
collateralized in large part by mezzanine tranches from
residential mortgage-backed securities and other structured
finance transactions.  The deals experienced EODs after failing to
maintain coverage ratios above the minimum threshold levels
specified in section 5.1 of their indentures.
     
The rating actions reflect our opinion that substantial losses to
the noteholders are highly likely based on the current market
value of the collateral and S&P's view that market prices may not
recover during the liquidation period.
     
Declaration Management & Research is the manager for Draco 2007-I
Ltd., and Harding Advisory LLC is the manager for Octans CDO I
Ltd.
     
Standard & Poor's will continue to monitor the CDO transactions it
rates and take rating actions as appropriate given the performance
of the underlying collateral, the credit enhancement afforded by
each CDO structure, and the then-current priority of payments
specified in each transaction's legal documentation.

                Downgrades and Creditwatch Actions

                                                  Rating
                                                  ------
  Transaction            Class             To                From
  -----------            -----             --                ----
Octans CDO I Ltd.  Unfunded Super-senior   BB/Watch Neg      BBB-
Octans CDO I Ltd.        A-2A              CCC-/Watch Neg    BB
Octans CDO I Ltd.        A-2B              CCC-/Watch Neg    B+
Octans CDO I Ltd.        B                 CCC-/Watch Neg    B-
Octans CDO I Ltd.        C                 CCC-/Watch Neg    CCC
Octans CDO I Ltd.        D                 CC                CCC-
Draco 2007-1 Ltd.        A1S               BB-/Watch Neg     BB-
Draco 2007-1 Ltd.        A1J               CCC-/Watch Neg    CCC+
Draco 2007-1 Ltd.        A2                CCC-/Watch Neg    CCC
Draco 2007-1 Ltd.        A3                CC                CCC-

                     Other Outstanding Ratings

            Transaction                 Class    Rating
            -----------                 -----    ------
            Octans CDO I Ltd.           E        CC
            Octans CDO I Ltd.           F        CC
            Octans CDO I Ltd.           G        CC   
            Draco 2007-1 Ltd.           B1       CC
            Draco 2007-1 Ltd.           B2       CC
            Draco 2007-1 Ltd.           B3       CC
            Draco 2007-1 Ltd.           C1       CC
            Draco 2007-1 Ltd.           C2       CC


PAMELA JEFFERS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Pamela Ann Jeffers
        500 Rancheros Drive, Suite 4
        San Marcos, CA 92069

Bankruptcy Case No.: 08-02766

Chapter 11 Petition Date: April 4, 2008

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Craig Trenton, Esq.
                  1855 First Avenue, Suite 101
                  San Diego, CA 92101
                  Tel: (858) 405-6766
                  Fax: (619) 236-1148
                  email: cstrenton@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

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


PARKVIEW CARE: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Parkview Care and Rehabilitation Center Inc.
        fka. Parkview Nursing Home Inc.
        5353 Merrick Road
        Massapequa, N.Y. 11758
        Tel: (516) 281-9346

Bankruptcy Case No.: 8-08-71867

Type of Business: Health Care Business

Chapter 11 Petition Date: April 16, 2008

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Joseph H. Lemkin
                  Duane Morris LLP
                  744 Broad Street
                  Newark, NJ 07102
                  Tel: (973) 424-2000
                  Fax: (973) 424-2001
                  email: jhlemkin@duanemorris.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Claim Amount
   ------                        ------------
Health Facility Assessment         $1,239,867
344 South Warren Street
Syracuse, NY 13202-2008
  
Local 1199 SEIU Benefit Fund         $623,200
330 West 42nd Street
New York, NY 10036

Shore Pharmacy Inc.                  $298,128
5 W. Ames Court
Plainview, NY 11803                  

Local 1199 SEIU - Pension Fund       $269,674
440 West 42nd Street
New York, NY 10036

Sodexho Inc. & Affiliates            $204,960
P.O. Box 81049
Woburn, MA 01813-1049

Chem RX                               $96,642
750 Park Place
Long Beach, NY 11561         

Local1199 SEIU Worker                 $70,881
Participation Fund
330 West 42nd Street
New York, NY 10036

Vital Care Infusions                  $57,244
110 Bi-County Boulevard
Farmingdale, NY 11735

Horan, Martello, Morrone              $50,019
527 Townline Road
Hauppauge, NY 11788

Genser Dubow Genser                   $45,920
445 Broadhollow Road
Melville, NY 11747

Pro-Stat                              $39,297
285 Pierce Street
Somerset, NJ 08873  

Staval Supply Corp.                   $35,079
3864 Greentree Drive
Oceanside, NY 11572                 

KeySpan Energy 463987                 $26,514
P.O. Box 9037
Hicksville, NY 11802-9037

Triple A. Supplies                    $24,208
50 Jeanne Drive
Newburgh, NY 12550

Local 1199 SEIU Child Care Fund       $22,078
330 West 42nd Street
New York, NY 10036

Local 1199 SEIU Education Fund        $22,078
330 West 42nd Street
New York, NY 10036

Horizon Healthcare Inc.               $21,491
929 Wellwood Avenue           
N. Lindenhurst, NY 11757

Savory                                $20,886
P.O. Box 125
Holtsville, NY 11742-0901

Reliable Health Systems               $19,851
2610 Nostrand Avenue
Brooklyn, NY 11210

Empire Blue Cross Blue Shield         $18,686
P.O. Box 11532A
New York, NY 10286-1532


PHILADELPHIA SCHOOL: Moody's Gives 'Ba2' Rating on $254.89MM Bonds
------------------------------------------------------------------
Moody's Investors Service assigned an enhanced rating of Aa3 and
underlying rating of Ba2 and stable outlook to the Philadelphia
School District's $254.89 million General Obligation Refunding
Bonds, Series A of 2008, $250.85 million General Obligation
Refunding Bonds, Series B of 2008, $91.9 million General
Obligation Refunding Bonds, Series C of 2008, and $85 million
General Obligation Refunding Bonds, Series D of 2008.  The bonds
are secured by the full faith and credit of the school district
within the limits prescribed by law.  Proceeds from the bonds will
refund the district's Series 2004B and C bonds to convert them
from auction rate securities into variable rate demand bonds.

At this time, Moody's has upgraded the enhanced rating to Aa3 from
A1 on the district's $1.06 billion in general obligation debt,
reflecting Moody's recent upgrade to the Pennsylvania School
District Fiscal Agent Agreement Intercept Program to Aa3.  The
program provides for an intercept of state aid due in the current
fiscal year in the event of a threatened payment failure by the
district, and reflects the strong credit profile of the
Commonwealth itself, whose general obligation bonds are rated
Aa2/stable.  Pursuant the School Code (Section 6-633), the state
is authorized to intercept aid appropriated in the current fiscal
year.

The program is further enhanced by a Fiscal Agent's Agreement,
which requires the fiscal agent to notify the Secretary of
Education if the district has not made sinking fund payments 15
days prior to debt service due dates.  Pursuant to a Memorandum of
Understanding among: the Secretary of Education; the Labor,
Education and Community Services Comptroller, and the State
Treasurer, the timing for state aid intercept would require the
transfer of appropriated funds to the fiscal agent in amounts
required for debt service.

The Ba2 unenhanced rating and stable outlook reflect the numerous
management and financial challenges that continue to face the
district, including expenditure growth associated with mandated
contributions to charter schools and the need to augment academic
services given a substantial high school dropout rate; sluggish
tax base growth and other limitations on the district's ability to
raise revenues; and substantial capital needs for which additional
bond issuance is contemplated.  These weak credit fundamentals
rose to a crisis level in fiscal 2002, with the projection early
in the year of a large cash deficit by year-end, plus significant
additional deficits projected in the out-years.

Pursuant to an intermediate recovery plan negotiated by then
Governor Schweiker and the Mayor, a formal "declaration of
distress" was issued by the state's Secretary of Education in
December 2001, causing the immediate replacement of the local
school board with a largely state-controlled School Reform
Commission.  The city and the state also agreed to provide
moderate levels of additional funding for the district, and a
$300 million long-term deficit bond was authorized and issued in
May 2002.

The district's unenhanced rating outlook remains stable, despite a
challenging financial environment over the past few years.  The
district issued bonds in 2005 to reimburse itself for the 2004 and
2005 one-time early retirement payments and a portion of the
termination payments and to fund additional payments in fiscal
2006.  In fiscal 2006, the district ran a $122.56 million
operating deficit in its General Fund, despite a balanced budget
at the beginning of the year, resulting in a General Fund deficit
of -$66 million (-3.6% of General Fund revenues).  The deficit was
driven by several unexpected factors, including a delay of
building sales, delay in the receipt of state building aid, a
significant decline in grant revenue, higher-than-anticipated
termination costs, severance obligations that should have been
accrued in the prior year, and delays in the implementation of
hiring controls.

The district began implementing a plan with the School Reform
Commission in fiscal 2007 to correct the financial instability,
resulting in a $14.8 million operating surplus, reducing the
General Fund balance deficit to -$51.1 million (-2.6% of General
Fund revenues).  However, current fiscal 2008 projections show an
additional deficit of approximately $20 million, driven by several
unexpected budget variances during the year as well as some
unrealized revenue increases and expenditure savings.


PNM RESOURCES: S&P Chips Corp. Credit Rating to BB+ from BBB-
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
ratings to 'BB+' from 'BBB-' on PNM Resources, Inc. and its
electric utility subsidiaries Public Service Co. of New Mexico and
Texas-New Mexico Power Co.  S&P also placed the ratings on
CreditWatch with negative implications.
     
The rating action reflects the heightened challenges the company
faces on multiple fronts, including maintaining its liquidity
position, refinancing its debt maturities, executing the sale of
its gas utility unit, and managing its regulatory agenda.  The
company's credit profile, including the level of business risk
incurred, is captured by the current 'BB+' corporate credit
rating.  Its status on CreditWatch with negative implications
signifies the strong potential for lower ratings if management
does not effectively mitigate these risks.


POTLATCH CORP: Potential Spin-Off May Reflect Pos. Fitch Ratings
----------------------------------------------------------------
The potential spin-off of Potlatch Corporation's manufacturing
businesses (excluding all but one sawmill) may have positive
rating implications for the company, according to Fitch Ratings.

The businesses that would be spun off, pulp and paperboard and
paper tissue/towels, have been enjoying better earnings recently
from good demand and higher prices.  These businesses, however,
have not always run synchronized and have not been consistently
profitable.  With their spin-off would go required maintenance and
growth capital that are needed to increase critical mass and which
otherwise would use resources that PCH intends to employ in its
timberland operations.  

The spin-off in the end would leave PCH with a more stable source
of cash flow, i.e. earnings from the company's 1.65 million acres
of timberlands, without significant capital requirements and the
means to expand the woodlands' earnings base.  Ultimately, PCH's
debt ratings will also be heavily influenced by its capital
structure, before versus after the proposed spin-off, which has
yet to be evaluated.

Fitch currently rates PCH as:

  -- IDR 'BB+';
  -- Senior unsecured notes 'BB+';
  -- Bank credit facility 'BB+';
  -- Rating Outlook Positive.

PCH is a mid-sized, integrated forester and manufacturer of wood
and pulp based products.  PCH's timberlands provide the majority
of the raw materials for the manufacture of lumber, plywood and
particleboard.  PCH also makes pulp, paperboard and tissue and is
a leading producer of retail private-label tissue products.


PRB ENERGY: Sustained Losses Cues Amex' Delisting Procedures
------------------------------------------------------------
The American Stock Exchange LLC disclosed its final determination
to remove the common stock of PRB Energy Inc. from listing on the
Exchange, and filed an application on Form 25 to strike the
Securities from listing with the Securities and Exchange
Commission.  The delisting will become effective on April 28, 2008
unless postponed by the SEC.
    
Pursuant to its rules, the Exchange provided notice to PRB Energy
Inc. of the decision to delist the Securities and an opportunity
to appeal the decision to a panel designated by the Exchange's
Board of Governors.

As reported by the Troubled Company Reporter on April 4, 2008, PRB
Energy Inc. received notice from the American Stock Exchange
indicating that PRB no longer complies with the Amex's continued
listing standards, and accordingly, the Amex intends to
immediately file a delisting application with the Securities and
Exchange Commission to strike PRB's common stock from the Amex.  
PRB filed for Chapter 11 protection on March 6, 2008.

This non-compliance refers to the sustained losses which are
substantial in relation to its overall operations or its existing
financial resources, or its financial condition has become so
impaired that it appears questionable, in the opinion of the Amex,
as to whether PRB will be able to continue operation or meet its
obligation as they mature.

                      About PRB Energy

Headquartered in Denver, PRB Energy Inc. fka PRB Gas
Transportation Inc. -- http://www.prbenergy.com/-- operates as       
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.  They owe at
least $1 million each to four unsecured creditors.


PUTNAM STRUCTURED: Moody's Junks Rating on $33.5 Mil. Pref. Shares
------------------------------------------------------------------
Moody's Investors Service downgraded and left these notes issued
by Putnam Structured Product Funding 2003-1 Ltd. on review for
possible downgrade:

Class Description: $22,000,000 Class C Floating Rate Notes Due
2038

  -- Prior Rating: A3
  -- Current Rating: Ba2, on review for possible downgrade

In addition, Moody's also downgraded these notes:

Class Description: $33,500,000 Preferred Shares

  -- Prior Rating: Baa3
  -- Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


QMED INC: Nasdaq Warning on Shareholder Requirement Non-compliance
-----------------------------------------------------------------
QMed Inc. received a NASDAQ staff determination letter dated
April 14, 2008, notifying the company that it has not complied
with NASDAQ Marketplace Rule 4350(i)(1)(A) due to its failure to
comply with the shareholder approval requirements in connection
with a recent financing transaction.

The letter stated that the terms of the transaction and completing
the financing in violation of shareholder approval rules raises
public interest concerns under Marketplace Rule 4300 and IM-4300
and serves as an additional basis for delisting.

In addition, the letter indicated that the company does not comply
with the independent director and audit committee composition
requirements, as set forth in Marketplace Rules 4350(c) (1) and
4350(d) (2), due to the recent resignation of a director, and is
not eligible for a cure period to regain compliance, which serves
as an additional basis for delisting.
    
Accordingly, unless the company requests an appeal of this
determination, trading of the company's common stock will be
suspended at the opening of business on April 23, 2008 and a Form
25-NSE will be filed with the Securities and Exchange Commission,
which will remove the company's securities from listing and
registration on The NASDAQ Stock Market.
    
The company was advised by NASDAQ that the company may appeal
Staff's determinations to the panel, pursuant to the procedures
set forth in the NASDAQ Marketplace Rule 4800 Series.  A hearing
request will stay the suspension of the company's securities and
the filing of the Form 25-NSE pending the panel's decision, if
received by April 21, 2008 prior to 4:00 pm.  If the company does
not appeal Staff's determination to the panel, the company's
securities will not be immediately eligible to trade on the OTC
Bulletin Board or in the "Pink Sheets."  The securities may become
eligible if a market maker makes application to register in and
quote the security in accordance with SEC Rule 15c2-11, and such
application is cleared.  Only a market maker, not the company, may
file a Form 211 Pursuant to Marketplace Rules 6530 and 6540, a
form 211 cannot be cleared if the issuer is not current in its
filing obligations.
    
"We have requested a hearing before a Nasdaq Listing
Qualifications panel to review the Staff determination of non-
compliance in regard to our recent financing," Jane Murray, QMed's
president and chief executive officer, said.
    
Marketplace Rule 4815 prohibits communications relevant to the
merits of a proceeding under the Marketplace rule 4800 Series
between the company and the Hearings Department unless Staff is
provided notice and an opportunity to participate.  In that
regard, Staff waived its right to participate in any oral
communications between the company and the Hearings Department.   
Should Staff determine to revoke such waiver, the company will be
immediately notified, and the requirements of Marketplace Rule
4815 will be strictly enforced.
    
The NASDAQ letter also noted that on Dec. 18, 2007, Staff notified
the company that the bid price of its common stock had closed at
less than $1.00 per share over the previous 30 consecutive
business days, and, as a result, did not comply with Marketplace
Rule 4310(c)(4).  Therefore, in accordance with Marketplace Rule
4310(c)(8)(D), the company was provided 180 calendar days, or
until June 16th, 2008, to regain compliance.

                         About Qmed Inc.

Headquartered in Eatontown, N.J., QMed Inc. (NasdaqCM: QMED) --
http://www.qmedinc.com/-- provides disease management services to  
health plans and to the federal government through its Medicare
program.


QMED INC: Posts $999,184 Net Loss in First Quarter Ended Feb. 29
----------------------------------------------------------------
QMed Inc. reported a net loss of $999,184 for the first quarter
ended Feb. 29, 2008, compared with a net loss of $1,057,776 for
the same period last year.

Revenue for the three months ended Feb. 29, 2008, decreased to
$751,788, as compared to $1,728,676 for the three months ended
Feb. 28, 2007.  This decrease is primarily attributable to a
decrease of approximately $967,000 in revenue related to the
expiration of two contracts.

Loss from continuing operations decreased to $1,483,212 from
$1,654,425 during the first quarter last year, primarily due to  
decreases in selling, general and administrative expenses and in
research and development expenses.

Income from discontinued operations for the three months ended
Feb. 29, 2008, was $487,185 as compared to a loss of approximately
$1,447,795 for the three months ended Feb. 28, 2007.  This
increase in income is primarily attributable to the operations of
the South Dakota and QMedCare of New Jersey SNP being discontinued
in 2007 and a decrease in the company's Incurred But Not Reported
and Paid (IBNP) liability for the first quarter of 2008 of
approximately $974,000.

                          Balance Sheet

At Feb. 29, 2008, the company's consolidated balance sheet showed
$8,807,615 in total assets, $4,537,357 in total liabilities, and
$4,270,258 in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the quarter ended Feb. 29, 2008, are available for
free at http://researcharchives.com/t/s?2add

                       Going Concern Doubt

As reported in the Troubled Company Reporter on April 4, 2008,
Amper, Politziner & Mattia, P.C., in Edison, N.J., expressed
substantial doubt about QMed Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Nov. 30, 2007.  

The auditing firm explained that the company has incurred losses
from operations, discontinued its special needs business and has
limited cash available for operations.

The company continued to incur losses of $999,184 during the three
months ended Feb. 29, 2008, and utilized cash in operating
activities of $779,488.  

                         About Qmed Inc.

Headquartered in Eatontown, N.J., QMed Inc. (NasdaqCM: QMED) --
http://www.qmedinc.com/-- provides disease management services to  
health plans and to the federal government through its Medicare
program.


RADNET INC: December 31 Balance Sheet Upside-Down by $69 Million
----------------------------------------------------------------
RadNet Inc.'s balance sheet at Dec. 31, 2007, showed total assets
of $433.620 million and total liabilities of $503.450 million,
resulting to total stockholders' deficit of $69.830 million.

The company reported financial results for its fourth quarter and
full year ended Dec. 31, 2007.

Net Loss for the year ended Dec. 31, 2007 was $18.1 million
compared to a net loss of $6.9 million reported for the fiscal
year ended Oct. 31, 2006.  Affecting net income in 2007 were
certain non-cash expenses and one-time non-recurring items
including:

   * $8.5 million reduction of 2007 revenue related to increasing
     the allowance for Accounts Receivable from dates of service
     prior to Dec. 31, 2006;
    
   * $3.3 million of non-cash employee stock compensation expense
     resulting from the vesting of certain options and warrants;
   
   * $1.9 million gain on the sale of a Joint Venture Interest;
    
   * $1.6 million of non-cash Deferred Financing Expense related
     to the amortization of financing fees paid as part of its
     $405 million credit facilities drawn down in November 2006 in
     connection with the Radiologix acquisition and the
     incremental $25 million term loan and revolving credit
     facility arranged in August 2007;
    
   * $1 million of severance paid associated with the termination
     of certain employees related to achieving the cost savings
     during the Radiologix integration and a payment to an
     employee to settle an employment-related dispute;
    
   * $0.9 million of retention payments to key Radiologix
     employees per certain retention agreements entered into at
     the closing of the Radiologix acquisition;
    
   * $0.8 million non-cash loss on the fair value of interest rate
     hedges related to the company's credit facilities;
    
   * $0.6 million non-cash accrual for a stock compensation
     related bonus.

Net Loss for the fourth quarter was $11.7 million compared to a
net loss of $11.0 million reported for the two month period ended
Dec. 31, 2006.  Affecting net income in the fourth quarter of 2007
were certain non-cash expenses and one-time non-recurring items
including:

   * $8.5 million reduction of 2007 revenue related to increasing
     the allowance for Accounts Receivable from dates of service
     prior to Dec. 31, 2006;
    
   * $1.9 million gain on the sale of a Joint Venture Interest;
    
   * $0.5 million non-cash loss on the fair value of interest rate
     hedges related to the company's credit facilities;
    
   * $0.4 million of non-cash employee stock compensation expense
     resulting from the vesting of certain options and warrants;
    
   * $0.4 million of non-cash Deferred Financing Expense related
     to the amortization of financing fees paid as part of our
     $405 million credit facilities drawn down in November 2006 in
     connection with the Radiologix acquisition and the
     incremental $25 million term loan and revolving credit
     facility arranged in August 2007.

                      Extended Filing Period

RadNet utilized a 15 day extension period to file its form 10-K in
order to enable Management and its auditing firm, Ernst & Young
LLP, to complete the audit of RadNet's financial statements for
the year ended Dec. 31, 2007.

                      About RadNet Inc.

Headquartered in Los Angeles, California, RadNet Inc.
(NASDAQ:RDNT) -- http://www.radnet.com/-- fka Primedex Health
Systems Inc. provides diagnostic imaging services in the state of
California.  Imaging services include magnetic resonance imaging,
computed tomography, positron emission tomography, nuclear
medicine, mammography, ultrasound, diagnostic radiology, and
fluoroscopy. Its operations comprise a single segment.  The
company has a network of 143 fully-owned and operated outpatient
imaging centers.  RadNet's core markets include California,
Maryland, New York and Florida.  Together with affiliated
radiologists, and inclusive of full-time and per diem employees
and technicians, RadNet has a total of approximately 4,000
employees.

                          *     *     *

Standard & Poor's placed Radnet Inc.'s long term foreign and local
issuer credit rating at 'B' in November 2005.  The ratings still
hold to date with a stable outlook.


RADNOR HOLDINGS: Wells Fargo Opposes Disclosure Statement
---------------------------------------------------------
Wells Fargo Bank N.A., trustee for the registered holder of the
J.P Morgan Chase Commercial Mortgage Securities Corp. Commercial
Mortgage Pass-Through Certificates Series 2004-CIBC8, objects to
the Disclosure Statement dated March 20, 2008, explaining the
First Amended Joint Chapter 11 Plan of Liquidation of Radnor
Holdings Corporation and its debtor-affiliates.

Wells Fargo also objects to the Debtors' motion to approve
proposed solicitation procedures.  The motion is an attempt to
frustrate the holder's efforts to exercise its rights in these
bankruptcy proceedings, Wells Fargo says.

Wells Fargo argues that the Debtors' plan fails to satisfy the
requirements of Section 1129(a)(3) of the Bankruptcy Code, which
requires that a plan be proposed in good faith and not for any
unlawful purpose.

Wells Fargo asserts that the plan seeks to eliminate the liens
securing the holder's secured claims on the Stone Mountain
facility owned by the Debtors subsidiary, Wincup RE LLC, which
violates the order approving the sale of substantially all of the
Debtors' assets.

As previously reported in the Troubled Company Reporter,
Tennenbaum Capital Partners, LLC's affiliate, TR Acquisition Co.,
LLC and its wholly-owned subsidiaries, completed the acquisition
of substantially all of the assets of the Debtors for a credit bid
of $95 million, free and clear of all liens, claims, interests,
and encumbrances.

The Debtors and TR Acquisition contend that the plan does not
impair the holder's claims on that property, and Wells Fargo has
simply misinterpreted the plan, according to papers filed with the
Court.

Accordingly, Wells Fargo asks the Court to deny the Debtors for
approval of the Disclosure Statement.

As reported in the Troubled Company Reporter on March 26, 2008,
the Debtors delivered to the Court a Disclosure Statement dated
March 20, 2008, explaining their Amended Liquidation Plan.

                       Overview of the Plan

The Plan contemplates the liquidation of the Debtors' assets and
the resolution of the outstanding claims against and interest in
the Debtors.  

The Plan provides for the distribution of certain proceeds from
any sale and the creation of a liquidating trust that will
administer and liquidate all remaining property of the Debtors.

                       Treatment of Claims

Under the plan, these claims will be paid in full in cash,
including:

   -- Administrative claims;
   -- Priority Tax Claims;
   -- Assumed Liabilities Claims;
   -- Other Secured Claims; and
   -- Non-Tax Priority Claims.

On the distribution date, holders of secured lender claims,
totaling approximately $28 million, will also receive in full from
the liquidating trustee.  The holders and their agent have the
right to prove that claims exceed $28 million.  Payment of these
claims will be secured by all of the assets and property of the
estate.

Each holders of Midland claims will be entitled to the rights
provided in the Midland Loan documents.  However, certain of the
covenants and other terms of that documents will be modified, as
of the effective date of the Plan.

Holders of General Unsecured claims will receive in full a pro
rata share of the initial distribution amount, after secured
lender's claims are paid in full.

On the effective date of the plan, these claims will be canceled
and each holders of these claim will not receive any property:

   -- Intercompany claims;
   -- Subordinated 510(c) claims;
   -- Subordinated 510(b) claims; and
   -- Old Equity Interests.

A full-text copy of Radnor's Disclosure Statement dated March 20,
2008, is available for free at:

                http://ResearchArchives.com/t/s?2986

A full-text copy of Radnor's First Amended Joint Chapter 11 Plan
of Liquidation is available for free at:

                http://ResearchArchives.com/t/s?286f  

                       About Radnor Holdings

Based in Radnor, Pennsylvania, Radnor Holdings Corporation --
http://www.radnorholdings.com/-- manufactured and
distributed a broad line of disposable food service products in
the United States, and specialty chemicals worldwide.

The Debtor and its affiliates filed for chapter 11 protection on
Aug. 21, 2006 (Bankr. D. Del. Lead Case No. 06-10894).  Gregg M.
Galardi, Esq., Mark L. Desgrosseilliers, Esq., Sarah E. Pierce,
Esq., Timothy R. Pohl, Esq., Patrick J. Nash, Jr., Esq., and Rena
M. Samole, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
represent the Debtors.  The U.S. Trustee recently disbanded the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$361,454,000 and total debts of $325,300,000.


RANDALL SLAVIN: Case Summary & 7 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Randall E. Slavin
        dba. Special Markets-America Direct LLC
        13233 Luckett Ct.
        San Diego, CA 92014

Bankruptcy Case No.: 08-02706

Chapter 11 Petition Date: April 1, 2008

Court: Southern District of California (San Diego)

Judge: Peter W. Bowie

Debtor's Counsel: Judith A. Descalso
                  960 Canterbury Pl.
                  Suite 340
                  Escondido, CA 92025
                  Tel: (760) 745-8380
                  Fax: (760) 860-9800
                  email: descalso@pacbell.net

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 6 Largest Unsecured Creditors:

   Entity                               Claim Amount
   ------                               ------------

Design4Marketing/StationeryXpress           $250,000

Creditors Adjustment Bureau/Law Offices      $90,000
PO Box 5914
Sherman Oaks, CA 91413

IRS                                          $47,249

Modern Printing & Mailing                    $19,000

Hargreaves & Taylor                          $18,000

Cooley Godward Kronish                        $7,000


REDENVELOPE INC: Signs Asset Purchase Deal With Creative Catalogs
-----------------------------------------------------------------
RedEnvelope Inc. has filed a voluntary petition for relief under
Chapter 11 of the United States Bankruptcy Code with the United
States Bankruptcy Court for the Northern District of California,
San Francisco Division.  The Bankruptcy Court assumed jurisdiction
over the assets of the company as of the date of the filing of the
bankruptcy petition.  The company remains in possession of its
assets, and continues to manage and operate its business and
properties, as debtor-in-possession, subject to the provisions of
the Bankruptcy Code and the supervision and orders of the
Bankruptcy Court.

In connection with the bankruptcy filing, the company entered into
an Asset Purchase Agreement with Creative Catalogs Corporation.   

The Troubled Company Reporter reported yesterday that RedEnvelope  
also entered into a $4.5 million debtor-in-possession credit
facility and loan agreement with Granite Creek Partners Agent LLC,
as agent, Creative Catalogs and Granite Creek FlexCap I LP, as the
lenders.

"We intend to use this filing to take the actions necessary to
position RedEnvelope for future success," Phil Neri, RedEnvelope's
chief financial officer, said.  "We want to assure our customers,
our employees, our vendors and our partners that RedEnvelope is
operating business as usual during this transition."

"We believe the sale will strengthen the company and foster a
sustained turnaround for RedEnvelope," Mr. Neri continued.  "We
expect to proceed quickly with the sale and the related bidding
process and that the business will have a significantly improved
balance sheet, greater operating flexibility and a path to
profitability."

                     Asset Purchase Agreement

Under the Asset Purchase Agreement, Creative Catalogs, upon the
closing of the transactions, will purchase substantially all of
the company's assets and assume certain of the company's
obligations associated with the purchased assets through a
supervised sale under Section 363 of the Bankruptcy Code.  The
purchase price for such assets under the Asset Purchase Agreement
is $5,700,000 less the outstanding amount of the DIP facility at
the closing; however, the Purchase Price is subject to adjustment
based on a post-closing accounting of the closing date inventory.

Other than the Asset Purchase Agreement and DIP Agreement, there
is no material relationship between the company and Creative
Catalogs.  Consummation of the transactions contemplated by the
Asset Purchase Agreement is subject to higher or better offers,
approval of the Bankruptcy Court and customary closing conditions.

As part of the Asset Purchase Agreement, the company intends to
file motions for orders granting authority to sell its assets to
Creative Catalogs pursuant to Section 363 of the Bankruptcy Code,
establishing bidding procedures, designating Creative Catalogs as
the stalking horse bidder and setting a hearing date on the sale
of the assets.  Subject to Bankruptcy Court approval of the Asset
Purchase Agreement bidding procedures, bids will not be considered
qualified for the auction unless:

  a. such bid is for an amount equal to or greater than the
     aggregate of the sum of the $5.7 million, and a breakup fee
     of 5% of the cash consideration and an expense reimbursement
     of up to 2% of the cash consideration.  In addition, the
     initial overbid must be at least $500,000 more than the
     stalking horse bid;

  b. any overbid bids thereafter must be higher than the then
     existing bid in increments of not less than $100,000 in cash;
     and

  c. a higher bid will not be considered as qualified for the
     auction if such bid contains financing or due diligence
     contingencies of any kind; such bid is not received by
     Creative Catalogs and the company in writing on or prior to
     the third day prior to the auction; such bid does not contain
     evidence that the person submitting it has received debt and
     equity funding commitments or available cash sufficient in
     the aggregate to finance the purchase contemplated thereby,
     including proof of deposit into escrow of no less than
     $100,000 in cash.

Other bidding procedures applicable to the sale will be
established pursuant to the order of the Bankruptcy Court.

The date the company consummates a transaction other than the sale
to Creative Catalogs, subject to the approval of the Bankruptcy
Court, the company shall immediately pay in cash to Creative
Catalogs a breakup fee equal to 5% of the Purchase Price and
reimburse Creative Catalogs for all reasonable out-of-pocket costs
and expenses incurred by Creative Catalogs in connection with the
bankruptcy case and the negotiation, execution and delivery of the
Asset Purchase Agreement up to an aggregate amount of 2% of the
Purchase Price.

Upon the Bankruptcy Court approval of the bidding procedures and
the DIP Agreement and the entry of the related court orders, the
company plans to engage in a robust bidding process with any and
all interested parties.  The Asset Purchase Agreement requires the
sale to close by May 30, 2008.  Those interested in submitting
bids should contact the company in writing at:

     RedEnvelope Inc.
     149 New Montgomery Street,
     San Francisco, California 94105.

The company's management team believes that this expedited process
is necessary to promptly institute its improved business plan and
that the filing and sale are in the best long-term interest of the
company, as well as its customers, partners, vendors and
employees.

There can be no assurance that the company can remain in
possession of its assets and control of its business as a debtor-
in-possession and that a trustee will not be appointed to operate
the business of the company.  The company's current business
relationships and arrangements, and the company's ability to
negotiate future business arrangements may be adversely affected
by the filing of the bankruptcy petition.  The company expects
that shares of its common stock will have no value as a result of
the Chapter 11 filing.

The Bankruptcy Court supervised sale approval process is expected
to be completed in late May 2008.

RedEnvelope has retained Murray & Murray as bankruptcy counsel.   
For information regarding the company, the auction or the
bankruptcy filing, persons interested may call its chief
restructuring officer, A. Stone Douglass, at (415) 512-6122.

                        About RedEnvelope

Based in San Francisco, California, RedEnvelope Inc. (OTC:REDE) --  
http://www.redenvelope.com-- is an online retailer of upscale  
gifts.  RedEnvelope offers a collection of gifts through its
catalog, web store and phone store.  Its in-house design team
creates products and its merchants source products domestically
and from various parts of the world, often commissioning artists
and vendors to create gifts.  It offers an assortment of products
in 12 categories with core product categories that include
jewelry, home, men's and women's accessories and new baby gifts.   
RedEnvelope has an internal database of approximately 3.4 million
customer names, with approximately 514,000 new customers added
during the fiscal year ended April 2, 2007.

The company filed for Chapter 11 protection on April 17, 2008
(N.D. Ca. Case No. 08-30659).  Doris A. Kaelin, Esq.,  Janice M.
Murray, Esq.,  John Walshe Murray, Esq.,  Robert A. Franklin, Esq.
at Murray & Murray, represents the Debtor.  When the Debtor filed
for protection from its creditors, it listed assets of $21,781,415
and debts of $15,302,142.


RENAISSANCE HOME: 61 Tranches Acquire Moody's Rating Downgrades
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 61 tranches
from 8 subprime RMBS transactions issued by Renaissance.     20
downgraded tranches remain on review for possible further
downgrade.  The collateral backing these transactions consists
primarily of first-lien, fixed and adjustable-rate, subprime
residential mortgage loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions are a result of Moody's on-going surveillance process.

Complete rating actions are:

Issuer: Renaissance Home Equity Loan Trust 2005-3

  -- Cl. M-5, Downgraded to Baa1 from A2

  -- Cl. M-6, Downgraded to Baa3 from A3

  -- Cl. M-7, Downgraded to B1 from Baa1

  -- Cl. M-8, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3

Issuer: Renaissance Home Equity Loan Trust 2005-4

  -- Cl. M-6, Downgraded to Baa2 from A3

  -- Cl. M-7, Downgraded to Ba2 from Baa1

  -- Cl. M-8, Downgraded to B1 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to B2 from Baa3; Placed Under Review for
     further Possible Downgrade

Issuer: Renaissance Home Equity Loan Trust 2006-1

  -- Cl. M-4, Downgraded to A2 from A1

  -- Cl. M-5, Downgraded to Baa3 from A2

  -- Cl. M-6, Downgraded to B1 from A3

  -- Cl. M-7, Downgraded to B2 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Baa3

  -- Cl. M-10, Downgraded to Caa2 from Ba1

Issuer: Renaissance Home Equity Loan Trust 2006-2

  -- Cl. M-3, Downgraded to A2 from Aa3

  -- Cl. M-4, Downgraded to Baa2 from A1

  -- Cl. M-5, Downgraded to B1 from A2

  -- Cl. M-6, Downgraded to B1 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-7, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-8, Downgraded to B3 from Baa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-9, Downgraded to Caa1 from Ba1

  -- Cl. M-10, Downgraded to Caa2 from Ba3

Issuer: Renaissance Home Equity Loan Trust 2006-3

  -- Cl. M-1, Downgraded to A3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa2

  -- Cl. M-7, Downgraded to Caa2 from Ba1

  -- Cl. M-8, Downgraded to Caa3 from Ba2

  -- Cl. M-9, Downgraded to Caa3 from B1

Issuer: Renaissance Home Equity Loan Trust 2006-4

  -- Cl. M-1, Downgraded to Aa3 from Aa1

  -- Cl. M-2, Downgraded to Baa3 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa1

  -- Cl. M-7, Downgraded to Caa2 from Baa3

  -- Cl. M-8, Downgraded to Caa3 from Ba1

  -- Cl. M-9, Downgraded to Caa3 from Ba2

Issuer: Renaissance Home Equity Loan Trust 2007-1

  -- Cl. AV-3, Downgraded to Aa3 from Aaa

  -- Cl. AF-6, Downgraded to Aa2 from Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Ba2

  -- Cl. M-7, Downgraded to Caa2 from B2

Issuer: Renaissance Home Equity Loan Trust 2007-2

  -- Cl. AV-3, Downgraded to Aa3 from Aaa

  -- Cl. AF-6, Downgraded to Aa3 from Aaa

  -- Cl. M-1, Downgraded to Ba1 from Aa1

  -- Cl. M-2, Downgraded to B1 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba3

  -- Cl. M-8, Downgraded to Caa3 from B3


RESMAE RMBS: Higher Delinquencies Spurs Moody's Nine Rating Cuts
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 9 tranches
from 1 subprime RMBS transaction issued by ResMae.  2 downgraded
tranches remain on review for possible further downgrade.  The
collateral backing these transactions consists primarily of first-
lien, fixed and adjustable-rate, subprime residential mortgage
loans.

The ratings were downgraded, in general, based on higher than
anticipated rates of delinquency, foreclosure, and REO in the
underlying collateral relative to credit enhancement levels.  The
actions described below are a result of Moody's on-going
surveillance process.

Complete rating actions are:

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Ba2 from Aa3

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from Baa1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to Caa1 from Baa3

  -- Cl. M-7, Downgraded to Caa2 from Ba2

  -- Cl. M-8, Downgraded to Caa3 from B3

  -- Cl. M-9, Downgraded to Ca from B3

  -- Cl. B, Downgraded to C from Caa2


RICHARD O'DONNELL: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Richard O'Donnell
        12303 Tealwood North
        Houston, TX 77024

Bankruptcy Case No.: 08-32338

Chapter 11 Petition Date: April 10, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: David Ronald Jones
                  Porter and Hedges LLP
                  1000 Main Street
                  36th Floor
                  Houston, TX 77002-6336
                  Tel: (713) 226-6653
                  Fax: (713) 226-6253
                  email: djones@porterhedges.com

Estimated Assets: $1 million to $10 million

Estimated Debts: $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                   Nature of Claim         Claim Amount
   ------                   ---------------         ------------
The Frost National Bank     Guaranty of line of         $495,000
P.O. Box 1600               credit for HPC
San Antonio, TX 78296

The Frost National Bank     Guaranty for HPC loan       $180,000
                            on Danbury property

John H. Bennett, Jr.        Outstanding legal fees      $158,000
                            (estimated)

The Frost National Bank     $150,000 Loan.  Funds       $150,000
                            were provided to HPC

Comal County                Kuntry Korner, Lot 8,       Unknown
                            Comal County, Texas.        (129,000
                            Value is based on CCAD      secured)
                            Appraised Value co-owned
                            with Kenneth C. Weeden

Comal County                Kuntry Korner, Lot 6,       Unknown
                            Comal County, Texas.        ($98,100
                            Value is based on CCAD      secured)
                            Appraised co-owned with
                            Kenneth C. Weeden

Comal County                Kuntry Korner, Lot 4
Unknown                                 
                            Comal County, Texas.        ($78,820
                            Value is based on 2007       secured)
                            CCAD Appraised Value
                            co-owned with Kenneth
                            C. Weeden

Beirne, Maynard & Parsons                                $44,539
LLP

Internal Revenue Service    2007 Taxes (estimated)       $20,000

Frost National Bank -       Co-signer on Abe &           $15,930
Gavelston                   Annie Seibel Foundation
                            Educational Loan Program
                            for employee's daughter     

Tabas, Freedman, Soloff &   Legal Services (estimate)    $15,000
Miller, P.A.

Ezell & Menendez            Legal Services (estimated)   $10,000

Ralph & Ralph, P.C.         Estimate for tax return       $1,000
                            for 2007 and miscellaneous
                            accounting matters

Sear Premier Card           Current charges                 $175

WAPITI Operating LLC        Conroe Field expenses           $150

Bank of America             Credit Card                  Unknown

Dillards                    Current charges              Unknown

Discover Card               Current charges              Unknown

Macy's                      Macy's                       Unknown

                                                                                               
ROCKFORD PACKAGING: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Rockford Packaging Systems, Inc.
        dba Rockford Midland Corp.
        1715 Northrock Court
        Rockford, IL 61103

Bankruptcy Case No.: 08-71195

Type of Business: The Debtor manufactures packaging machinery.  
                  See http://www.rockfordmidland.com

Chapter 11 Petition Date: April 18, 2008

Court: Northern District of Illinois (Rockford)

Judge: Manuel Barbosa

Debtor's Counsel: Kim M. Casey, Esq.
                  Email: kcasey@holmstromlaw.com
                  Holmstrom & Kennedy
                  800 N. Church Street
                  Rockford, IL 61103
                  Tel: (815) 962-7071
                  Fax: (815) 962-7181
                  http://www.holmstromlaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


SAGINAW INDUSTRIAL: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Saginaw Industrial Center, Inc.
        9100 Fox Hollow
        Clarkston, MI 48348

Bankruptcy Case No.: 08-21163

Chapter 11 Petition Date: April 18, 2008

Court: Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: David R. Shook, Esq.
                  Email: ecf@davidshooklaw.com
                  412 S. Saginaw St., Ste. 300
                  Flint, MI 48502
                  Tel: (810) 767-1520
                  http://www.davidshooklaw.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtors' Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Citizens Bank                  1010-1014 and         $1,238,394
Attn: Dennis M. Haley, Esq.    1018 Hess Street,
G-9460 S. Saginaw Street,      Saginaw, MI 48601;
Suite A                        value of security:
Grand Blanc, MI 48439          1,000,000; value of
                               senior lien: $55,000

Clarkston State Bank           1010-1014 and         $360,000
15 S. Main Street              1018 Hess Street,
Clarkston, MI 48346            Saginaw, MI 48601;
                               value of security:
                               $1,000,000; value of
                               senior lien:
                               $1,293,394

Rozanne Giunta, Esq.           Legal Services        $32,000
916 Washington Ave., Ste.
Bay City, MI 48708

Kendall Williams Esq.          Legal services        $14,000

John Ruemenapp, Esq.           Legal Services        $7,500

Pikstein and Metzger           Professional Services $1,700


SALANDER-O'REILLY: Owners' Bankruptcy Case Converted to Chapter 7
-----------------------------------------------------------------
Judge Cecelia Morris of the U.S. Bankruptcy Court for the Southern
District of New York ordered Lawrence Salander and his wife,
Julie, to surrender control of their finances to an independent
trustee after the judge approved the conversion of the couple's
chapter 11 case to a chapter 7 liquidation, Philip Boroff of
Bloomberg News says.

The chapter 7 trustee will handle the disposal of the Debtors'
assets.

According to the report, the Justice Department of the United
States requested the case conversion in March 2008.  Eric Small,
Esq., counsel to the Justice Department, commented that the
conversion motion is based on the belief that the Salanders were
"slow to sell and quick to accumulate new debt" since they filed
chapter 11 in November 2007, Bloomberg relates.

Bloomberg recounted the denial of Mr. Salander's motion to be
hired in relation to the auction of the gallery's artworks.  The
Troubled Company reported that The Debtor's unsecured creditors
have objected to the motion.  Judge Morris said that Mr.
Salander's motion and the resulting objections slowed the
bankruptcy.  Judge Morris also rebuked Mr. Salander's lawyer
Richard Bernard at the law firm Baker Hostetler for filing the
employment application.  The motion was considered "fatally
flawed."

The Salanders lack the confidence from their lenders, Bloomberg
quotes Lewis Wrobel, Esq., counsel to Renaissance Art Investors,
as saying.  Renaissance Art Investors supported the case
conversion.  Renaissance Art Investors also asserts interest on
some 600 of the artworks in the Debtors' keeping.

Douglas E. Spelfogel, Esq., Baker & Hostetler LLP defended the
Debtors by saying a chapter 7 trustee won't be as effective in
liquidating the Debtors' properties as Mr. Salander himself,
Bloomberg reports.

                      About Salander-O'Reilly

Established in 1976, New York-based Salander-O'Reilly Galleries
LLC -- http://www.salander.com/-- exhibits and manages fine art
from renaissance to contemporary.  On Nov. 1, 2007, three
creditors filed an involuntary chapter 7 petition against the
gallery (Bankr. S.D.N.Y. Case Number 07-13476).  The petitioners,
Carol F. Cohen of Two Swans Farm, Cavallon Family LP, and Richard
Ellenberg, disclosed total claims of more than $5 million.  Amos
Alter, Esq., at Troutman Sanders LLP and John Koegel, Esq., at The
Koegel Group LLP represent the petitioners.

On Nov. 9, 2007, the Debtor's case was converted to a chapter 11
proceeding (Bankr. S.D.N.Y. Case No. 07-30005).  Alan D. Halperin,
Esq., at Halperin Battaglia Raicht, LLP, represents the gallery.

Salander-O'Reilly Galleries is owned by Lawrence B. Salander and
his wife, Julie D. Salander, of Millbrook, New York.  The couple
also has membership interests in galleries including non-debtor
entities, Renaissance Art Investors and Salander Decorative Arts
LLC.  The couple filed for chapter 11 protection on Nov. 2, 2007
(Bankr. S.D.N.Y. Case No. 07-36735).  Douglas E. Spelfogel, Esq.
and Richard J. Bernard, Esq. at Baker & Hostetler LLP and Susan P.
Persichilli, Esq. at Buchanan Ingersoll PC represent the Debtors
in their restructuring efforts.  When they filed for bankruptcy,
Mr. and Mrs. Salander listed assets and debts between $50 million
and $100 million.

Prior to bankruptcy, Mr. Salander resigned as Salander-O'Reilly
Galleries' manager and turned over the control to Triax Capital
Advisors LLC, an independent turnaround firm.


SARM TRUSTS: Moody's Cuts 39 Tranches' Ratings From 10 Alt-A Deals
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 39 tranches
from 10 Alt-A transactions issued by Structured Adjustable Rate
Mortgage Loan Trust.  Seventeen tranches remain on review for
possible further downgrade.  Additionally, 8 tranches were placed
on review for possible downgrade.

The collateral backing these transactions consists primarily of
first-lien, adjustable-rate, Alt-A mortgage loans.  The ratings
were downgraded, in general, based on higher than anticipated
rates of delinquency, foreclosure, and REO in the underlying
collateral relative to credit enhancement levels.  The actions
described below are a result of Moody's on-going review process.

Complete rating actions are:

Structured Adjustable Rate Mortgage Loan Trust 2005-20

  -- Cl. 2-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. B1-I, Downgraded to A3 from Aa2

Structured Adjustable Rate Mortgage Loan Trust 2005-21

  -- Cl. 1-A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. 2-A, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. B1-I, Downgraded to Baa1 from Aa2

  -- Cl. B2-I, Downgraded to Baa3 from Aa3

  -- Cl. B3-I, Downgraded to B2 from A3

  -- Cl. B4-I, Downgraded to B2 from Baa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. B5-I, Downgraded to Ca from Ba1

  -- Cl. B6-I, Downgraded to Ca from B1

Structured Adjustable Rate Mortgage Loan Trust, Mortgage Pass-
Through Certificates, Series 2006-11

  -- Cl. 1-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to Baa3 from Aa2

  -- Cl. M-2, Downgraded to B2 from Aa2

  -- Cl. M-3, Downgraded to B1 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B2 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-5, Downgraded to B3 from A3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-6, Downgraded to B3 from Baa2; Placed Under Review for
     further Possible Downgrade

Structured Adjustable Rate Mortgage Loan Trust 2006-12

  -- Cl. 1-A2, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to B3 from A1; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-4, Downgraded to B3 from A2; Placed Under Review for
     further Possible Downgrade

Structured Adjustable Rate Mortgage Loan Trust, Series 2007-1

  -- Cl. 1A-1, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to Caa1 from Aa3; Placed Under Review for
     further Possible Downgrade

Structured Adjustable Rate Mortgage Loan Trust 2007-2

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

Structured Adjustable Rate Mortgage Loan Trust 2007-3

  -- Cl. 1-AX, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to B3 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B3 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ca from Ba3

  -- Cl. M-4, Downgraded to Ca from B2

  -- Cl. M-5, Downgraded to Ca from B3

  -- Cl. M-6, Downgraded to Ca from Caa2

  -- Cl. M-7, Downgraded to Ca from Caa3

Structured Adjustable Rate Mortgage Loan Trust 2007-4

  -- Cl. M-1, Downgraded to B2 from Aa2; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-2, Downgraded to B2 from Aa3; Placed Under Review for
     further Possible Downgrade

  -- Cl. M-3, Downgraded to Ca from B3

  -- Cl. M-4, Downgraded to Ca from Caa1

  -- Cl. M-5, Downgraded to Ca from Caa2

  -- Cl. M-6, Downgraded to Ca from Caa3

Structured Adjustable Rate Mortgage Loan Trust 2007-5

  -- Cl. M-1, Downgraded to Baa2 from Aa2

  -- Cl. M-2, Downgraded to Ba3 from Aa3

Structured Adjustable Rate Mortgage Loan Trust 2007-7

  -- Cl. 1-A3, Placed on Review for Possible Downgrade,
     currently Aaa

  -- Cl. M-1, Downgraded to A1 from Aa1

  -- Cl. M-2, Downgraded to Baa1 from Aa2

  -- Cl. M-3, Downgraded to Baa3 from Aa3


SHAW GROUP: Organic Growth Spurs Moody's Rating Upgrades to 'Ba1'
-----------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
The Shaw Group, Inc. to Ba1 from Ba2.  In addition, Moody's raised
the rating on the company's senior secured bank credit facility to
Ba1 from Ba2.  This action completed the review for upgrade
initiated on Feb. 15, 2008.  The rating outlook is stable.

The ratings upgrade reflects SGR's continued organic growth,
increasing backlog, improving operating margins, strong cash
generation and solid liquidity profile.  In addition, the upgrade
reflects Moody's view that SGR has established itself as a leading
service provider to the nuclear, coal-fired and gas-fired power
generation market, in terms of its engineering, procurement,
construction and maintenance of new and existing power plants.  As
a result, the company should benefit from increasing global power
consumption and growing infrastructure demands.  Further, the
rating acknowledges the success SGR has demonstrated by executing
on the majority of its contracts despite its rapidly growing
project portfolio and employee pool.

The stable outlook anticipates significant top-line growth, steady
margins and volatility in cash flows, due to project-based working
capital requirements.  Moody's expects substantial increases in
backlog reflecting the growth in the Fossil and Nuclear business,
however anticipates that the new contracts for power plants will
take longer to complete thus extending the backlog.  Moody's does
not anticipate that SGR will be required to borrow under its
credit facility, absent a material acquisition, and expects the
company to maintain substantial cash balances.  Further, the
stable outlook incorporates Moody's view that SGR will continue to
make substantive progress in completing the process it has
initiated to fully address its material weaknesses under Section
404 of the Sarbanes-Oxley act.

These ratings were upgraded:

  -- Corporate Family Rating, Upgraded to Ba1 from Ba2;

  -- Probability of Default Rating, Upgraded to Ba1 from Ba2,

  -- Senior Secured Bank Credit Facility, Upgraded to Ba1 (LGD3,
     43) from Ba2 (LGD3, 42)

The Shaw Group, Inc., located in Baton Rouge, Louisiana, is
diversified engineering, technology, construction, fabrication,
environmental and industrial services organization.  Revenues for
the twelve months ending Feb. 28, 2008 were $6.6 billion.


SIRVA INC: Committee Allowed to Hire BDO as Accountant & Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the application of the Official Committee of Unsecured
Creditors of Sirva Inc. and its debtor-affiliates to retain BDO
Seidman, LLP as its accountant and financial advisor, nunc pro
tunc to the Debtors' bankruptcy filing.

According to the Committee, BDO has extensive familiarity with
the accounting practices in insolvency matters in the Bankruptcy
Courts in the Southern District of New York, as well as in other
jurisdictions.  The Committee will employ BDO to ensure that its
interests are adequately represented in an efficient and
effective manner.

BDO's professional services will include:

   (a) analysis of the Debtors' prepetition and postpetition
       financial operations, as necessary;

   (b) analysis of the Debtors' business plans, cash flow
       projections, selling and general administrative structure,
       among others, in order to advise the Committee on the
       reorganization process;

   (c) analysis of the financial ramifications of any proposed
       transactions by the Debtors;

   (d) claims analysis;

   (e) verification of material assets and liabilities and their
       values, as necessary;

   (f) assistance to the Committee in its review of the Debtors'
       monthly statements of operations;

   (g) assistance in the evaluation of the Debtors' cash flow and
       other projections;

   (h) scrutiny of postpetition cash disbursements on an on-going
       basis;

   (i) analysis of transactions with insiders, related companies,
       or the Debtors' financing institutions;

   (j) analysis of the Debtors' real property interests;

   (k) attendance of meetings and conferences with creditors;

   (l) preparation of reports; and

   (m) other necessary services.

BDO will work closely with Pachulski Stang Ziehl & Jones, the
Committee's proposed counsel, and Trenwith Securities LLC, the
Committee's proposed investment banker.

BDO will be paid on an hourly basis, and will be reimbursed of
actual, necessary expenses and other charges incurred.  BDO's
standard hourly rates are:

     Position                       Hourly Rate
     --------                       -----------
     Partners                       $400 - $850
     Directors and Senior Managers  $300 - $600
     Managers                       $225 - $375
     Seniors                        $175 - $275
     Staff                          $125 - $200

William K. Lenhart, a partner at BDO, assures the Court that his
firm does not hold any interest adverse to the Debtors, their
estates, their creditors, and the Committee.  BDO is a
"disinterested person" as that term is applied in Section 101(14)
of the Bankruptcy Code.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).  


SIRVA INC: Committee Allowed to Retain Pachulski Stang as Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an application of the Official Committee of Unsecured
Creditors of Sirva Inc. and its debtor-affiliates for authority to
retain Pachulski Stang Ziehl & Jones as its counsel, nunc pro tunc
to the Debtors' bankruptcy filing.

The Committee had told Judge James M. Peck that it sought to
retain Pachulski because of the firm's extensive experience and
knowledge in the field of debtors' and creditors' rights and
business reorganizations under Chapter 11.

According to the Committee, Pachulski has indicated a willingness
to act as the Committee's counsel, and will seek compensation
from the Debtors' estates at its regular hourly rates.

The professional services Pachulski will render to the Committee
include, but are not limited, to:

   -- providing legal advice and assistance to the Committee in
      connection with the Debtors' Chapter 11 cases;

   -- reviewing and analyzing all applications, motions, and
      orders filed with the Court by the Debtors or third
      parties, advising the Committee as to their propriety, and
      taking appropriate action;

   -- preparing necessary applications, motions, answers, orders,
      and other legal papers on the Committee's behalf;

   -- assisting and advising the Committee in analyzing the
      Debtors' assets and liabilities, and investigating the
      extent and validity of liens asserted by any party, and
      participating in and reviewing any proposed asset sales
      and dispositions, as well as financing arrangements;

   -- assisting, advising, and representing the Committee in
      investigating matters relevant to the Debtors' Chapter 11
      cases; and

   -- performing all legal services for the Committee which may
      be necessary and proper.

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

     Professional                   Rate
     ------------                   ----
     Laura Davis Jones              $775
     Robert J. Feinstein             775
     Brad R. Goshall                 725
     Alan K. Kornfeld                625
     Curtis A. Hehn                  445
     Gillian N. Brown                415
     Ilan D. Scharf                  395
     Karina K. Yee                   195

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

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  The combined hearing on the
adequacy of the disclosure statement and the confirmation of the
Debtors' proposed Plan of Reorganization is set April 18, 2008.

(Sirva Inc. Bankruptcy News, Issue No. 11; Bankruptcy Creditors'
Services Inc. http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Committee Allowed to Hire TRN as Investment Banker
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an application of the Official Committee of Unsecured
Creditors of Sirva Inc. and its debtor-affiliates for authority to
retain Trenwith Securities, LLC, as its investment banker, nunc
pro tunc to the Debtors' bankruptcy filing.

According to the Committee, TRN has extensive familiarity with
investment banking, valuation, and corporate finance in
insolvency matters.  The Committee adds that TRN has indicated a
willingness to act as investment banker on the Committee's
behalf.

As investment banker, TRN will:

   (a) analyze the Debtors' business, operations, and financial
       position in light of potential transactions related to the
       sale of securities or assets;

   (b) evaluate proposals from potential investors or purchasers
       of securities or assets;

   (c) advise the Committee on strategy and tactics for
       discussion and negotiations relating to valuation of
       securities, assets, and other transactions;

   (d) recommend and analyze the "highest and best" alternatives
       for the Committee; and

   (e) support the Committee in other matters it may request.

TRN will be paid on an hourly basis, and will be reimbursed of
actual, necessary expenses and other charges incurred.  Its
standard hourly rates are:

     Position                       Hourly Rate
     --------                       -----------
     Managing Directors             $600 - $675
     Principals                     $300 - $600
     Vice-Presidents                $225 - $375
     Associates                     $175 - $275
     Staff                          $125 - $200

Jeffrey R. Manning, a managing director at TRN, assures the Court
that his firm does not hold any interest adverse to the Debtors,
their estates, their creditors, and the Committee.  TRN is a
"disinterested person" as that term is applied in Section 101(14)
of the Bankruptcy Code.

                      About SIRVA Inc.

Headquartered in Westmont, Illinois, SIRVA Inc. (Pink Sheets :
SIRV.PK) -- http://www.sirva.com/-- is a provider of relocation
solutions to a well-established and diverse customer base.  The
company handles all aspects of relocation, including home
purchase and home sale services, household goods moving,
mortgage services and home closing and settlement services.
SIRVA conducts more than 300,000 relocations per year,
transferring corporate and government employees along with
individual consumers.  SIRVA's brands include Allied, Allied
International, Allied Pickfords, Allied Special Products, DJK
Residential, Global, northAmerican, northAmerican International,
Pickfords, SIRVA Mortgage, SIRVA Relocation and SIRVA
Settlement.  The company has operations in Costa Rica.

The company and 61 of its affiliates filed separate petitions
for Chapter 11 protection on Feb. 5, 2008 (Bankr. S.D.N.Y. Case
No. 08-10433).  Marc Kieselstein, Esq. at Kirkland & Ellis,
L.L.P. is representing the Debtor.  An official Committee of
Unsecured Creditors has been appointed in this case.  When the
Debtors filed for bankruptcy, it reported total assets of
US$924,457,299 and total debts of US$1,232,566,813 for the
quarter ended Sept. 30, 2007.  (Sirva Inc. Bankruptcy News, Issue
No. 11; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


SMART ENERGY: Chisholm Bierwolf Expresses Going Concern Opinion
---------------------------------------------------------------
Smart Energy Solutions, Inc., formerly known as Datigen.com, Inc.,
filed with the U.S. Securities and Exchange Commission its 2007
annual report for the year ended Dec. 31, 2007, on March 31, 2008,
and its second amended 2006 annual report for the year ended
Dec. 31, 2006, on April 1, 2008.

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, the
company's auditor since May 17, 2005, raised substantial doubt on
Smart Energy's financial statements for the year ended Dec. 31,
2007.  The auditing firm also gave a going concern opinion for the
company's financial statements for the year ended Dec. 31, 2006.

Chisholm Bierwolf pointed to the company's substantial operating
losses, negative working capital, negative cash flows from
operations, and limited sales of its product.

                           Financials

For the year ended Dec. 31, 2007, the company posted a $7,896,679
net loss on $1,244,108 of total revenues, as compared with a
$5,162,631 net loss on $1,818,973 of total revenues for the same
period in 2006.

At Dec. 31, 2007, the company's balance sheet showed $1,376,777 in
total assets and $2,148,967 in total liabilities, resulting in a
$772,190 stockholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed an
accumulated deficit of $16,495,062 compared with $8,598,383 at
Dec. 31, 2006.

The company had a negative working capital of $862,116 at
Dec. 31, 2007.

                 Second Amended 2006 Annual Report

The company restated its financial statements for the year ended
Dec. 31, 2006, and the related disclosures in order to correct
errors with respect to its accounting treatment of the beneficial
conversion feature and subsequent periodic accretion on its
outstanding 15% convertible promissory notes.

                         Subsequent Event

The company executed on March 17, 2008, a distributorship
agreement with OnGuard Dealer Services, LLC.  Under the agreement,
OnGuard was appointed as the exclusive distributor of the Battery
Brain products to new and used car dealers in all of the United
States other than California.

The agreement has a term of 10 years and renews automatically for
successive one-year periods.  Either party may terminate the
agreement in the event of a breach or a change in the majority
ownership of the company.

The agreement establishes sales targets and allows the company to
terminate the exclusivity of the distributorship if these targets
are not met and take other remedial actions.

The agreement also provides that the company will grant OnGuard
1,000,000 warrants at an exercise price of $0.50 with a term of
five years, if OnGuard achieves the minimum sales threshold of
150,000 units in the first year of the term.

An additional 1,000,000 warrants will be granted if OnGuard
achieves minimum sales threshold of 300,000 units over two years
from the date of the agreement.

OnGuard will be granted a total of 3,000,000 warrants should it
achieve a sales threshold of 750,000 units over two years.

Full-text copies of the company's financial statements are
available for free at:

   -- second amended 2006 annual report for the year ended
      Dec. 31, 2006 http://ResearchArchives.com/t/s?2a5c

   -- 2007 annual report for the year ended Dec. 31, 2007
      http://ResearchArchives.com/t/s?2a5d

                        About Smart Energy

Based in Pompton Plains, N.J., Smart Energy Solutions, Inc.
(OTCBB: SMGY) -- http://www.smgy.net/-- produces an electronic  
control for vehicle batteries, known as the "Battery Brain," which
is intended to keep batteries from discharging to the point that
the vehicle cannot be started.  It is also intended to prevent the
vehicle from being started without using the ignition system by
what it commonly known as hot wiring.  The company has been
selling the Battery Brain from that date on a wholesale basis
through distributors and a retail basis over the Internet.


SMURFIT-STONE: To Buy Controlling Interest in Calpine Corrugated
----------------------------------------------------------------
Smurfit-Stone Container Corporation signed a letter of intent to
take controlling interest in Calpine Corrugated LLC, an
independent corrugated container producer based in Fresno,
California.

Calpine Corrugated has experienced start-up losses since it began
operations in 2006.  Smurfit-Stone, which is the primary
containerboard supplier to Calpine Corrugated, will record a
charge of $0.05 per share in the first quarter to reserve for
amounts due from the company.  Under the restructuring agreement,
Smurfit-Stone will take a 90% ownership interest in Calpine
Corrugated.  The transaction is expected to close in the second
quarter.

"The acquisition of Calpine Corrugated fits our strategy to
establish one of the most modern converting operations in North
America," Patrick J. Moore, Smurfit-Stone chairman and CEO, said.  
"Operating some of the best packaging assets on the West Coast,
Calpine serves the important California agriculture market.  As a
result, the acquisition upgrades our production platform,
accelerates optimization of our Northern California packaging
system, and improves Smurfit-Stone's position in a key target
market segment.  The combination of Calpine and our new state-of-
the-art facility in the Los Angeles market, expected to be
operational in the third quarter, will significantly upgrade
Smurfit-Stone's West Coast packaging operations."

                   Lower First Quarter Results

The company also said it will report a first quarter adjusted net
loss of $0.09 per share, comparable with prior year results.  
Smurfit-Stone had previously stated its expectation of
sequentially lower results due to seasonally higher energy usage
and the timing of employee benefit costs.  Results in the quarter
were further impacted by the $0.05 per share charge for Calpine
Corrugated, significantly higher cost inflation, and softer box
demand due to the slower U.S. economy.

"While our first quarter results were disappointing, we remain
focused on transforming our operations to improve long-term
financial performance," Mr. Moore concluded.  "I expect continued
savings from our strategic initiatives program and returns on our
container capital investments to benefit future earnings.  Over
the past two years we have reduced debt by more than $1 billion
and will continue to improve our financial flexibility."

                  About Smurfit-Stone Container

Headquartered in Chicago, Illinois, Smurfit-Stone Container
Corporation (Nasdaq: SSCC) -- http://www.smurfit-stone.com/-- is     
a publicly traded holding company that operates through a wholly
owned subsidiary company, Smurfit-Stone Container Enterprises Inc.  
The company is an integrated producer of containerboard and
corrugated containers (paper-based industrial packaging) and is a
large collector, marketer, and exporter of recycled fiber.  
Smurfit-Stone operates approximately 170 facilities and employs
approximately 22,000 people.

                           *     *     *

Standard & Poor's Ratings Services raised its corporate credit
rating on Smurfit-Stone Container Corp. and its subsidiaries to
'B+' from 'B', on November 2007.  At the same time, S&P raised the
senior secured ratings of the company's subsidiaries to 'BB' from
'BB-' and senior unsecured debt ratings to 'B-' from 'CCC+'.  The
outlook is stable.


SOBEYS INC: S&P Retains 'BB+' Ratings on Three Note Classes
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned recovery ratings to
Sobeys Inc.'s C$400 million unsecured debt issued in three
tranches.  The issue-level rating on Sobeys' unsecured medium-term
notes remains at 'BB+', and S&P assigned a recovery rating of '3'
to the notes, indicating the expectation of meaningful (50%-70%)
recovery in the event of a payment default.  The likelihood of
default for the issue is reflected in our corporate credit rating
on Sobeys.
     
The long-term corporate credit rating on Sobeys is 'BB+'.  The
outlook is negative.
     
"The ratings on Sobeys reflect its weak credit protection
measures, a heavy capital expenditures program and a very
competitive operating environment," said Standard & Poor's credit
analyst Maude Tremblay.  "They also reflect its No. 2 national
market share position and resilient same-store sales performance,"
Ms. Tremblay added.

Ratings List

Sobeys Inc.

Corporate credit rating     BB+/Negative/--
C$100 mil. MTN              BB+
C$175 mil. MTN              BB+
C$125 mil. MTN              BB+

Recovery Rating Assigned
C$100 mil. MTN              3
C$175 mil. MTN              3
C$125 mil. MTN              3


SOLUTIA INC: Court Approves Settlement Pact with Air Liquide
------------------------------------------------------------
A dispute arose between Solutia Inc., and Air Liquide Large
Industries U.S. LP regarding the amount Solutia owes for nitrogen
delivered by Air Liquide.

To settle the matter, Judge Prudence C. Beatty of the U.S.
Bankruptcy Court for the Southern District of New York approved
the stipulation between the Debtors and Air Liquide.

The agreement provides that:

     * Air Liquide has preserved its right to an administrative
       claim as to the Billing Dispute by timely filing its
       Motion.

     * Due to the pendency of Air Liquide's action against
       Solutia in the 165th Judicial District Court, Harris
       County Texas, and the absence of any core issues in the
       Billing Dispute requiring involvement of the Bankruptcy
       Court, the amount, if any, of Air Liquide's administrative
       claim will be determined in the Texas State Court Action.

     * Air Liquide will have an allowed administrative claim as
       to the Billing Dispute in an amount equal to the
       disposition ultimately entered in the Texas State Court
       Action.

As reported in the Troubled Company Reporter on April 14, 2008,
Air Liquide asks the Court for the allowance and immediate payment
of its $1,059,228 administrative claim against the Debtors.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,  
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Nitro Residents File $267,745 Tort Claims
------------------------------------------------------
Some 2,300 residents of the Nitro, West Virginia area and
surrounding vicinity have filed claims against Solutia, Inc. and
its debtor-affiliates,  arising from the alleged dioxin releases
from the Debtors' chemical facility in Nitro, West Virginia.

The Nitro, West Virginia Tort Claimants believe that their
actions in the Debtors' Chapter 11 cases have provided
significant and tangible benefits to the reorganization process
and the creditors of the estates.

The Nitro Tort Claimants objected to the Debtors' First Amended
Disclosure Statement and Joint Plan of Reorganization, raising
issues that no other party in the Debtors' Chapter 11 cases had
previously brought to the attention of Judge Prudence C. Beatty of
the U.S. Bankruptcy Court for the Southern District of New York,
Douglas T. Tabachnik, Esq., at Law Offices of Douglas T.
Tabachnik, P.C., in Freehold, New Jersey, says.

The objections and issues raised by the Nitro Tort Claimants
ultimately forced the Debtors to amend their Plan, smoothing
their passage to confirmation by eliminating issues that
otherwise would have required attention at the confirmation
hearing, Mr. Tabachnik tells the Court.

Mr. Tabachnik asserts that the Nitro Tort Claimants are entitled
to compensation pursuant to Section 503(b) of the Bankruptcy Code
because their efforts, among other things, resulted in amendments
to the Plan:

     * to broaden the types of claims included in Class 8 - Tort
       Claims;

     * for the treatment of Class 8 - Tort Claims, providing that
       "Tort Claims shall be unaffected by the Chapter 11 Cases,
       this Plan or the Plan Documents.  After the Effective
       Date, the Tort Claims shall be resolved pursuant to
       applicable law and in the ordinary course of business;" and

     * to revise the definition of "Tort Claims" to use clear
       language that could be easily understood by other courts
       interpreting the scope of the injunctions issued under the
       Plan.

The amendments to the Plan realized by the Nitro Tort Claimants
benefited all Tort Claimants, General Unsecured Creditors and the
Debtors' estates, not just the Nitro Tort Claimants, Mr.
Tabachnik maintains.

The Nitro Tort Claimants do not seek compensation for all
professional services rendered on their behalf during the
Debtors' bankruptcy proceedings.  Instead, the Nitro Tort
Claimants only seek payment for the period during which they
believe they made a substantial contribution in the Debtors'
Chapter 11 cases.

Strutzman, Bromberg, Esserman & Plifka, A Professional
Corporation, rendered professional services -- to counsel the
Nitro Tort Claimants in connection with the negotiation and
confirmation of the Plan -- totaling $267,745 during the period
May 16, 2007, through and including Nov. 29, 2007.

Mr. Tabachnik points out that the Debtors' counsel, Kirkland &
Ellis LLP, and Gibson, Dunn & Crutcher LLP, incurred fees more
than $89,000,000.  Counsel for the Official Committee of
Unsecured Creditors incurred more than $15,000,000 in fees, he
adds.

The Nitro Tort Claimants ask the Court to:

   (a) find that their actions taken in connection with the
       Debtors' disclosure statement and confirmed Plan conferred
       an actual and demonstrable benefit to the Debtors'
       reorganization process and the creditors of these estates;

   (b) find that their actions conferred a substantial
       contribution in the Debtors' Chapter 11 cases for the
       period May 16, 2007, through and including Nov. 29,
       2007, pursuant to Section 503(b)(3)(D) of the Bankruptcy
       Court;

   (c) find that the professional services rendered by Strutzman
       for $253,719, and the actual, necessary expenses of
       $14,026 incurred for the period May 16, 2007, through and
       including Nov. 29, 2007, constitutes reasonable
       compensation pursuant to Section 503(b)(4) of the
       Bankruptcy Code;

   (d) grant their Application;

   (e) grant them an allowed administrative expense claim of
       $267,745; and

   (f) direct the Reorganized Debtors to pay $267,745.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,  
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: Court OKs Payment of $197 Million to Professionals
---------------------------------------------------------------
Bloomberg News reports that Judge Prudence C. Beatty of the U.S.
Bankruptcy Court for the Southern District of New York has allowed
Solutia, Inc., to pay about $197,000,000 to lawyers and other
retained professionals, including $57,091,080 to Kirkland & Ellis
LLP, despite objections by the Office of the U.S. Trustee to some
of the fees.

Diana G. Adams, the United States Trustee for Region 2, noted
that the the professionals seek a total of $185,216,656 in fees
and $11,701,151 in expenses -- for an aggregate of $196,917,807.
While the professionals have touted their success in obtaining
confirmation of Solutia's reorganization plan, "success" does not
entitle professionals to a blank check, The U.S. Trustee said.

Greg M. Zipes, Esq., trial attorney for the Office of the U.S.
Trustee, said that payments to some of the retained professionals
should be reduced due to conflicts of interest, questionable
strategies, and expensive meals sought for reimbursement.

"I'm not prepared to dock the fee applications for these issues,"
Judge Beatty told Mr. Zipes at the hearing, that "a lot of what I
see is penny-ante moralism.  People getting moral about technical
issues."

According to Bloomberg, the Court did not rule on a request from
Rothschild Inc. for final allowance of its fees and expenses.  
Rothschild, Solutia's financial advisors, requested allowance of
$10,500,000 in fees and $721,486 in expenses for services
rendered from Dec. 17, 2003, to Feb. 28, 2009.

     U.S. Trustee's Objections to 7 Firms' Fees & Expenses

The U.S. Trustee pointed out that under the Debtors' Fifth
Amended Joint Plan of Reorganization, the retirees and unsecured
creditors have received or will receive a partial distribution,
and not all in cash.  The retirees' future distributions depend
in part on the financial health of the Debtors.  The
professionals, on the other hand, which will be paid in full and
in cash, have sought nearly $200,000,000.

Mr. Zipes noted that in certain instances, the professionals have
generously staffed uncontested hearings with attorneys and
"pursued questionable strategies in light of this Court's
directions."

Because of conflicts, certain professionals could not litigate
against the exit financing commitment parties, but nonetheless
these professionals billed the bankruptcy estate in connection
with this very litigation, Mr. Zipes contends.  The professionals
also sought reimbursement for expensive meals, hotels (such as at
the Ritz-Carlton) and car services, he added.

The U.S. Trustee objected to portions of fees and expenses sought
by seven firms.

The U.S. Trustee says she has no specific objections to the
request for payment and allowance of fees and expenses of
professionals from 17 firms.

Several professionals say fees wer not excessive, including
Gibson, Dunn & Crutcher LLP, Jefferies, Akin Gump Strauss Hauer &
Feld LLP, Houlihan, Pillsbury Winthrop Shaw Pittman LLP, Kirkland
& Ellis, and Rothschild.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,  
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


SOLUTIA INC: EOI Eyes Acquisition of Queeny Plant for $1 Million
----------------------------------------------------------------
Environmental Operations Inc., is set to acquire Solutia Inc.'s   
Queeny Plant on St. Louis' industrial riverfront for $1,000,000.

EOI has been in talks with Solutia Inc., for two years about
acquiring the 33-acre site, according to the St. Louis Business
Journal.

EOI plans to transform the site into a "green" office and
industrial campus totaling an estimated $50,000,000 in
development, the Business Journal reported.

Solutia shut down operations at Queeny Plant in 2005 after
operating it as a chemical manufacturing facility for 104 years.  
The equipment were auctioned off in 2006 and the property has sat
vacant for more than two years, the Business Journal said.

"Every developer looked at this as highly discounted property
because of the clean-up.  We're more comfortable with the risk
because environmental cleanup is what we do," Stacy Hastie, chief
executive of EOI, said.

Mr. Hastie will spend as much as $5,000,000 on demolition,
remediation and site preparation work on the property.  The
project will transform the property from an "environmental
liability into property ready for a vibrant mixed-use
development," he said.

The site could accommodate four buildings totaling 500,000 square
feet of space, Mr. Hastie noted.  Construction is set to begin in
May and buildings open to tenants in 2009, the Business Journal
reported.

Green Street Properties has been contracted to develop the
property.  Phil Husle and Mike Clark will lead the project.  
Green Street develops brownfield sites throughout St. Louis for
companies and tenants looking for environmentally friendly office
or industrial space.

                        About Solutia Inc.

Based in St. Louis, Missouri, Solutia Inc. (OTCBB: SOLUQ) (NYSE:
SOA-WI) -- http://www.solutia.com/-- and its subsidiaries,  
manufactures and sells chemical-based materials, which are used in
consumer and industrial applications worldwide.

The company and 15 debtor-affiliates filed for chapter 11
protection on Dec. 17, 2003 (Bankr. S.D.N.Y. Lead Case No. 03-
17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.

Solutia is represented by Richard M. Cieri, Esq., Jonathan S.
Henes, Esq., and Michael A. Cohen, Esq., at Kirkland & Ellis LLP,
in New York, as lead bankruptcy counsel, and David A. Warfield,
Esq., and Laura Toledo, Esq., at Blackwell Sanders LLP, in St.
Louis Missouri, as special counsel.  Trumbull Group LLC is the
Debtor's claims and noticing agent.  Daniel H. Golden, Esq., Ira
S. Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  The Official Committee of Retirees of Solutia, Inc., et
al., is represented by Daniel D. Doyle, Esq., Nicholas A. Franke,
Esq., and David M. Brown, Esq., at Spencer Fane Britt & Browne,
LLP, in St. Louis, Missouri, and Frank M. Young, Esq., Thomas E.
Reynolds, Esq., R. Scott Williams, Esq., at Haskell Slaughter
Young & Rediker, LLC, in Birmingham, Alabama.

On Feb. 14, 2006, the Debtors filed their Reorganization Plan &
Disclosure Statement.  On May 15, 2007, they filed an Amended
Reorganization Plan and on July 9, 2007, filed a 2nd Amended
Reorganization Plan.  The Bankruptcy Court approved the Debtors'
amended Disclosure Statement on Oct. 19, 2007.  On Oct. 22, 2007,
the Debtor re-filed a Consensual Plan & Disclosure Statement and
on Nov. 29, 2007, the Court confirmed the Debtors' Consensual
Plan.  Solutia emerged from chapter 11 protection Feb. 28, 2008.  
(Solutia Bankruptcy News, Issue No. 124; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 4, 2008,  
Standard & Poor's Ratings Services raised its corporate credit
rating on Solutia Inc. to 'B+' from 'D', following the company's
emergence from bankruptcy on Feb. 28, 2008, and the implementation
of its financing plan.  The outlook is stable.
     
S&P also affirmed its 'B+' rating and '3' recovery rating on
Solutia's proposed senior secured term loan.  In addition, S&P
assigned its 'B-' rating to Solutia's $400 million unsecured
bridge loan facility.  S&P also withdrew its 'B-' rating on the
proposed $400 million unsecured notes, which have been replaced by
the bridge facility in Solutia's capital structure.


STEAKHOUSE PARTNERS: Mayer Hoffman Expresses Going Concern Doubt
----------------------------------------------------------------
Mayer Hoffman McCann P.C. raised substantial doubt on the ability
of Steakhouse Partners, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditor reported that the company has been unable to earn a
profit during any year. The company also maintained a current
ratio of 0.12:1 and 0.15:1 for Dec. 31, 2007, and 2006,
respectively.  Additionally, the company had a working capital
deficit of around $14,600,000 and $11,900,000 in 2007 and 2006.

The company posted a net loss of $13,661,000 on total revenues of
$39,098,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,770,000 on total revenues of $42,676,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $17,749,000
in total assets and $25,302,000 in total liabilities, resulting in
$7,553,000 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,910,000 in total current assets
available to pay $16,563,000 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?2a8a

                    Bankruptcy Filing in 2002

Steakhouse Partners related that on Feb. 15, 2002, the company
filed a voluntary petition for relief under Chapter 11 of the
United States Bankruptcy Code in the United States Bankruptcy
Court for the Central District of California.

Effective Dec. 31, 2003, the company confirmed a Plan of
Reorganization, which provided the partners to assume the core 25
profitable restaurants.  

In connection with its emergence from bankruptcy protection, the
company implemented fresh-start accounting under the provisions of
SOP 90-7, "Financial Reporting by Entities in Reorganization under
the Bankruptcy Code."  Under SOP 90-7, its reorganization fair
value was allocated to its assets and liabilities, its accumulated
deficit was eliminated, and its new equity was issued according to
the Plan as if it were a new reporting entity.

As per the Plan, the company paid to the Unsecured Creditors
$1,030,000 within 30 days of the Effective Date of the Plan, and
was scheduled to make periodic payments under a $5,030,000 note
payable.  The note was non-interest-bearing and the last payment
was due on or before December 2006.  In addition, the general
unsecured creditors were to receive 500,000 shares of common
stock.  However, on June 12, 2007, the company entered into a
Forbearance Agreement with the Class 4 Creditor Trust.  Under the
Agreement, the company was required to sell assets or secure
financing to repay the Class 4 Creditors Trust in full by Nov. 15,
2007 (with interest, penalties and additional professional fees
the total amount required to satisfy this obligation will be
around $4,800,000).

The company was also required to either make certain minimum
payments or enter into contracts for the sale of assets equal to:
$2,000,000 by June 30, 2007; another $1,000,000 by Aug. 31, 2007;
another $1,000,000 by Sept. 30, 2007 and finally, another
$1,000,000 by Oct. 31, 2007, with the balance due by Nov. 15,
2007.  In order to facilitate these payments, the company is
prepared to sell virtually any of its units at a fair market
value.  The company classifies those units that have satisfied all
contractual contingencies as held for sale.  To date, the company
has sold its Williamsburg, Va., restaurant for $1,200,000; its
Cliffhouse and Troy restaurants are under contract to be sold for
$600,000 and $180,000, respectively.

At each benchmark date, the company has provided the Creditor's
Trust the required payment and contractual agreement necessary to
satisfy the Forbearance Agreement conditions.  The actual units
under contract have changed as some have cancelled, usually due to
financial contingencies, SBA requirements and issues with liquor
license transfers and others have been added, and therefore, the
company has continuing obligations to the Creditors Trust.  In the
event that the company's obligations to the Creditors' Trust were
not satisfied, the Creditor's Trust has remedies which include
enforcement of its rights under the Agreement, related Note, and
other Documents; these remedies include initiation of a
foreclosure action to recover real and personal property
collateral.

On Dec. 28, 2007, the United States Bankruptcy Court for the
Central District of California entered an order terminating the
Chapter 11 Reorganization Proceedings of Steakhouse Partners and
subsidiaries, reserving jurisdiction over the implementation of
the Forbearance Agreement.  With this order Steakhouse Partners
and subsidiaries, no longer have to provide periodic reports
(either in writing or in person) or pay trustee fees to the United
States Bankruptcy Court for the Central District of California.  
The only exception is that the Creditors Trust may ask the Court
for assistance, if they believe the implementation of the
Forbearance Agreement isn't proceeding as plan.

                About Steakhouse Partners

Based in San Diego, California, Steakhouse Partners Inc. (OTC
BB: STKP.OB) -- http://www.paragonsteak.com/-- through its wholly  
owned subsidiary Paragon Steakhouse Restaurants Inc., owns
and operates 23 restaurants in 8 states.  Steakhouse operates
principally under the names of Hungry Hunter, Hunters Steakhouse,
Mountain Jack's, and Carver's.


STURGIS IRON: Wants Court to Approve Sale Bidding Procedures
------------------------------------------------------------
Sturgis Iron & Metal Co. Inc. asks the the Hon. Jeffrey R. Hughes
of the U.S. Bankruptcy Court for the Western District of Michigan
to approve the bidding procedure for the sale of substantially all
of its assets, free and clear of interests, subject to higher and
better offer.

According to the motion, the Debtor's real estate in Elkhart,
Michigan is up for sale in bulk for at least $50,000,000 as set
forth in the proposed form of asset purchase agreement as amended
on April 17, 2008.  The purchase agreement also includes the sale
of unimproved property adjacent to the Debtor's real estate in
Kalamzoo, Michigan.  There is a $2,100,000 allocation of purchase
price sufficient to pay in full all existing liens on the real
estate.

Judith Greenstone Miller, Esq., at Jaffe, Raitt, Heuer & Weiss,
P.C., says that the Debtor has not received any "stalking horse"
bid to date.  The sale of the Debtor's assets is in the best
interest of this estate, Ms. Greenstone says.

A sale hearing is set on May 9, 2008, to consider the Debor's
request.

A full-text copy of the Asset Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?2ade

                       About Sturgis Iron

Based in Sturgis, Michigan, Sturgis Iron & Metal Co., Inc. sells
ferrous metal scrap & waste in wholesale.  It also manufactures
secondary nonferrous metals, and provides pre-finishing iron or
steel processes services, finishing metal processing services, and
smelting metal services.

The company filed for chapter 11 protection on Apr. 4, 2008
(Bankr. W.D. Mich. Case No. 08-02966).  Jay L. Welford, Esq.,
Judith Greenstone Miller, Esq., Paige Barr, Esq., Paul R. Hage,
Esq. and Richard E. Kruger, Esq., at Jaffe Raitt Heuer & Weiss,
P.C. represent the Debtor in its restructuring efforts.  The
Debtor selected Kurtzman Carson Consultants LLC as claims agent.  
The U.S. Trustee for Region 9 appointed an Official Committee of
Unsecured Creditors in this case.  At the time of filing, the
Debtor listed estimated assets and debts both between $100 million
and $500 million.


TELKONET INC: Operating Losses Prompt Going Concern Opinion
-----------------------------------------------------------
RBSM LLP in McLean, Va., raised substantial doubt about Telkonet,
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's significant operating losses in the current year and
also in the past.

The company reported net losses of $20,391,110, $27,437,116, and
$15,778,281 for the years ended Dec. 31, 2007, 2006, and 2005,
respectively.  For the years ended Dec. 31, 2007, 2006, and 2005,
the company reported total revenues of $14,152,733, $5,181,328,
and $2,488,323, respectively.

At Dec. 31, 2007, the company's balance sheet showed $38,741,345
in total assets, $14,494,286 in total liabilities, $2,978,918 in
minority interests, and $21,268,141 in total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $7,004,168 in total current assets available to pay
$9,994,832 in total current liabilities.

                         Subsequent Events

Amendments to Stock Purchase Warrants

Telkonet's board of directors approved on Feb. 1, 2008, an
amendment to the stock purchase warrants held by Enable
Opportunity Partners, L.P., Pierce Diversified Strategy Master
Fund, LLC, and Ena and Enable Growth Partners, L.P., to reduce the
exercise price under such warrants from $4.17 per share to
$0.6978258 per share.  The warrants entitled the holders to
purchase an aggregate of up to 3,380,000 shares of Telkonet's
common stock.  These warrants were originally granted in
connection with two private placements that were completed in
September 2006 and February 2007.

On Feb. 7, 2008, Enable Opportunity Partners, Pierce Diversified
Strategy Master Fund, and Ena and Enable Growth Partners exercised
all of their warrants on a cashless basis using the a five day
volume average weighted price as of Jan. 31, 2008, of $0.99
resulting in the issuance of 1,000,000 shares of the company's
common stock and a return of 2,380,000 to the company's authorized
shares.

As a result of this amendment to the warrants, Telkonet expects to
have a one-time "non-cash" charge of approximately $1,700,000,
which is comprised of approximately $1,200,000 attributable to the
amendment to the foregoing warrants and approximately $500,000
attributable to anti-dilution provisions of certain other
outstanding stock purchase warrants.

Private Placement

Telkonet completed on Feb. 8, 2008, a private placement of 2.5
million shares of its common stock for aggregate gross proceeds of
$1.5 million.  The proceeds of this private placement were
primarily used to repay the Senior Promissory Note issued by
Telkonet to GRQ Consultants, Inc., that became due on Jan. 28,
2008.

Financing Agreement

Telkonet entered on Feb. 13, 2008, into a Factoring and Security
Agreement with Thermo Credit, LLC, pursuant to which Thermo has
agreed to lend to Telkonet, on a revolving basis, up to
$2,500,000.  The Agreement has a two year term and is secured by
substantially all of the company's accounts receivable.  The
proceeds will be used for general working capital needs.

Purchase Price Contingency

On March 9, 2007, the company acquired substantially all of the
assets of Smart Systems International for $7,000,000.  The
purchase price was comprised of $875,000 in cash and 2,227,273
shares of its common stock.  About 1,090,909 shares were held in
escrow for a period of one year following the closing for the
purpose of satisfying certain potential indemnification
obligations under the purchase agreement.  The aggregate number of
shares held in escrow was subject to adjustment upward or downward
depending upon the trading price of the company's common stock
during the one-year period following the closing date.  

On March 12, 2008, the company released these shares from escrow
and plans to issue an additional 1,909,091 shares pursuant to the
adjustment provisions of the asset purchase agreement.

A full-text copy of the company's 2007 annual report is available
for free at s http://ResearchArchives.com/t/s?2a5f

                          About Telkonet

Based in Germantown, Md., Telkonet, Inc. (AMEX: TKO) --
http://www.telkonet.com/-- provides innovative, centrally managed  
solutions for integrated energy management, networking, building
automation and proactive support services.  Before
Jan. 1, 2007, the company primarily develops, produces and markets
proprietary equipment enabling the transmission of voice, video
and data communications over electric utility lines within a
building.


THINKENGINE NETWORKS: Amex Delists Company on History of Losses
---------------------------------------------------------------
The American Stock Exchange LLC disclosed its final determination
to remove the common stock of ThinkEngine Networks Inc. from
listing on the Exchange, and filed an application on Form 25 to
strike the Securities from listing with the Securities and
Exchange Commission.  The delisting will become effective on
April 28, 2008 unless postponed by the SEC.
    
Pursuant to its rules, the Exchange provided notice to ThinkEngine
Networks, Inc. of the decision to delist the Securities and an
opportunity to appeal the decision to a panel designated by the
Exchange's Board of Governors.

ThinkEngine Networks Inc. previously reported on March 18, 2008
that it was delisted from the American Stock Exchange as the
company no longer complied with the Exchange's continuing listing
standards due to the company's history of losses and the company's
inability to achieve the minimum stockholders' equity
requirements, as set forth in Sections 1003(a)(ii) and
1003(a)(iii) of the AMEX company Guide.

Commencing March 19, 2008, the company's common stock will be
listed on the Pink Sheets quotation system.

                        About ThinkEngine

Based in Marlborough, Massachusetts, ThinkEngine Networks Inc.
(OTC:THNK) -- http://www.thinkengine.com-- designs, manufactures  
and sells voice processing systems, consisting of media servers
and application servers, for use in telephone networks, audio call
conferencing networks, and cable and non-cable voice-over-Internet
protocol networks.  The company's products are utilized in order
to implement network announcements, interactive voice response,
intelligent peripherals, audio conferencing, intelligent call
routing, pre or post-paid calling cards and automatic speech
recognition.  The company's products are utilized by
telecommunications service providers, cable broadband service
providers and audio call conferencing service providers.  The
company's two primary products are the VSR1000, a multi-function
voice services router, and the CX4000 network media server.


TOUSA INC: Period to Remove Civil Actions Extended to July 27
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
granted a request by TOUSA Inc. and its debtor-affiliates to
extend the time within which they may remove civil actions and
proceedings to which they are a party, through and including July
27, 2008.

The debtors are parties to numerous civil actions in the various
states in which they do business, Paul Steven Singerman, Esq., at
Berger Singerman, P.A., in Miami, Florida, informs the Court.  
These lawsuits are generally managed by the Debtors' separate
divisions and are being handled on behalf of the Debtors by a wide
variety of local and national law firms.

Section 1452 of the Judicial and Judiciary Procedures Code
provides for the removal of actions related to bankruptcy cases.  
It provides, in pertinent part, that a party may remove any claim
or cause of action in a civil action by a governmental unit to
enforce that governmental unit's police or regulatory power, to
the district court for the district where that civil action is
pending.

Rule 9027 of the Federal Rules of Bankruptcy Procedure sets forth
the time periods for the filing of notice to remove claims or
causes of action.  Specifically, Bankruptcy Rule 9027 provides
that:

   (i) if the claim or cause of action in a civil action is
       pending when a case under the Bankruptcy Code is
       commenced, a notice of removal may be filed only within
       the longest of (A) 90 days after the order for relief in
       the case under the Bankruptcy Code, (B) 30 days after
       entry of an order terminating a stay, if the claim or
       cause of action in a civil action has been stayed under
       Section 362 of the Bankruptcy Code, or (C) 30 days after a
       trustee qualifies in a chapter 11 reorganization case but
       not later than 180 days after the order for relief; and

  (ii) if a claim or cause of action is asserted in another court
       after the commencement of a case under the Bankruptcy
       Code, a notice of removal may be filed with the clerk only
       within the shorter of (A) 30 days after receipt, through
       service or otherwise, of a copy of the initial pleading
       setting forth the claim or cause of action sought to be
       removed, or (B) 30 days after a receipt of the summons if
       the initial pleading has been filed with the court but not
       served with the summons.

The time within which the Debtors may file a notice of removal of
pending civil actions under Bankruptcy Rule 9027(a) is originally
set for April 28, 2008.  When the Debtors asked the Court to
extend the time within which they may remove civil actions and
proceedings to which they are a party, Mr. Singerman stated that
the Debtors are continuing to review their files and records to
determine whether they should remove
certain claims or civil causes of action pending in state or
federal court to which they might be a party.

Because evaluation of the Civil Actions requires attention from
the Debtors' key personnel in each division and the Debtors' law
department, all of whom are actively involved in other key
aspects of the Debtors' reorganization efforts, the Debtors
require additional time to consider filing notices of removal in
the actions, Mr. Singerman told the Court.

The rights of any party to the Civil Actions will not be
prejudiced by an extension, Mr. Singerman asserted.  If the
Debtors ultimately seek to remove any action pursuant to
Bankruptcy Rule 9027, any party to the litigation can seek to
have the action remanded pursuant to Section 1452(b) of the
Bankruptcy Code, he elaborates.

                        About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 9; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA HOMES: Seeks Court Approval of GMAC "Lease" Case Settlement
-----------------------------------------------------------------
TOUSA Homes, Inc., and GMAC Model Home Finance, LLC, entered into
a Master Purchase Construction Management and Rental Agreement in
September 2003.  Through the Agreement, GMAC purchased certain
property and then engaged TOUSA Homes to construct Model Homes on
those Lots.  The Agreement contains the terms and conditions on
which the purchase of the Lots and the construction of the Model
Homes were financed.  After TOUSA Homes completed the
construction of the Model Homes, GMAC "leased" the Model Homes to
TOUSA Homes pursuant to the Agreement, according to Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida.

GMAC purported to terminate the Agreement with respect to all
lots and homes as of December 28, 2007, including termination of
all leases in effect at the time of termination.  In addition,
GMAC demanded TOUSA Homes to return possession of all Lots and
Model Homes.

In February 2008, GMAC sought a modification of the automatic
stay to permit commencement of eviction proceedings and to take
other actions to regain possession of the Properties.

Since then, the parties have engaged in discussions regarding a
mutually agreeable resolution to their dispute.

                      Debtors Talked Back

Among others, the Debtors contended that the Master Agreement is
no more than a complicated financing mechanism.  They asserted
that the Agreement is not a "true lease" because:

   -- GMAC received a fixed return on its investment as "Rent;"

   -- TOUSA Homes was given an option to purchase the Model
      Homes at a fixed price, and in the event it declined to
      purchase the Model Homes, TOUSA Homes was required to
      continue paying "Rent" until GMAC was able to dispose of
      the Model Homes;

   -- The Agreement requires TOUSA Homes to pay all items that
      an owner of property typically pays, including real estate
      taxes and maintenance and insurance; and

   -- The Agreement requires that TOUSA Homes continue to pay
      "Rent" on the Model Homes even in the event of a casualty
      or condemnation of the Model Homes.

The Debtors initially contemplated on filing an adversary
proceeding to determine the true nature of the Agreement.  The
Debtors also proposed to provide adequate protection pending
adjudication of its complaint, including payment of rent,
property taxes and insurance.

The Official Committee of Unsecured Creditors agreed with the
Debtors' argument.  

                    Parties Resolve Dispute

Subsequently, to resolves their claims without the concomitant
costs and risk associated with continuing litigation, the Debtors
and GMAC agreed to enter into a compromise and settlement.

The salient terms of the Settlement are:

   (a) TOUSA Homes will pay GMAC the "Monthly Rent Payment" for
       the period from January 29, 2008 through May 31, 2008,
       less any amounts paid by the Debtor to GMAC before the
       settlement effective date in respect of TOUSA Homes'
       occupancy of the "Remaining Homes" for those months.

       The Monthly Rent Payment will equal the aggregate amount
       of rent for each Remaining home TOUSA Homes continues to
       occupy as of the applicable payment date.

   (b) TOUSA Homes will provide GMAC with proof that all Real
       Property Taxes, Personal Property Taxes, sales,
       intangibles, privilege or lease taxes, liability and
       hazard insurance premiums, maintenance and utilities
       costs, and other fees charged of property owners by
       governing authorities with respect to the Remaining Homes
       related to and payable during the period from January 29,
       2008, through the Settlement Effective Date, either have
       been paid by the Debtor or have been reimbursed by the
       Debtor to the extent GMAC has paid those amounts.

   (c) TOUSA Homes will vacate or cause to be vacated, and return
       sole possession of, the Sunbelt Homes to GMAC, free of all
       liens related to obligations arising with respect to
       Sunbelt Homes subsequent to January 28, 2008.

   (d) TOUSA Homes will deliver to GMAC legible copies or
       originals of all documents relating to the Sunbelt Homes.

   (e) At TOUSA Homes' expense, "Retrofit" will be completed for
       all Sunbelt Homes.

   (f) TOUSA Homes will continue to pay applicable third parties,
       on a current basis, all Property Costs related to the
       period from January 29, 2007, through the end of the Term.
       TOUSA Homes may remain in possession of the Remaining
       Homes through May 31, 2008, if it pays the Monthly Rent
       Payment and Property Costs.

   (g) At the election of TOUSA Homes, the Term may be extended
       through June 30, 2008, if (1) the Debtor pays GMAC, in
       cash, on or before June 1, the Monthly Rent Payment with
       respect to each Remaining Home TOUSA Homes continues to
       occupy as of the applicable payment date, and (2) TOUSA
       Homes continues paying the Property Costs for each
       Remaining Home.  The Term may be further extended only
       with the written agreement of both parties.

   (h) TOUSA Homes will have the right to purchase each Remaining
       Home from GMAC.  If TOUSA Homes elects to exercise the
       Purchase Option with respect to any Remaining Home, (1)
       the Debtor will notify GMAC of its election no later than
       10 business days before termination of the Term, and (2)
       the closing will take place no later than the end of the
       Term.

A full-text copy of the GMAC Settlement is available for free at:

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

The Debtors ask the U.S. Bankruptcy Court for the Southern
District of Florida to approve their Settlement with GMAC.


                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).



TOUSA INC: Suncoast May Assert Liens Against Tampa Bay Project
--------------------------------------------------------------
Judge John K. Olson modifies the automatic stay to permit Suncoast
Paving, Inc. to record, file and otherwise attempt to perfect any
and all of its liens or claims of lien against a project owned by
TOUSA Inc. and its debtor-affiliates, known as Tampa Bay Golf &
Tennis Club located at Highway 52 and Interstate 75, in Pasco
County, Florida.  

Suncoast relates that it has just learned of the Chapter 11 cases
of TOUSA Inc. and its debtor-affiliates, just retained counsel,
and must take measures to perfect its liens in certain assets of
certain of the Debtors.

Several months before July 2007, Suncoast entered into an
agreement with WDG Construction, Inc., the general contractor on
Tampa Bay Golf & Tennis Club.  The Debtors own the Project.  On
July 17, 2007, Suncoast issued a "Notice to Owner" of its right to
assert liens against the Project pursuant to Sections 713.06,
713.23 and 255.05 of the Florida Statutes.

As of the Petition Date, WDG was indebted to Suncoast for
$232,689.  Under applicable law, Suncoast is entitled to assert a
lien against the Project in the amount, and to secure payment, of
the Indebtedness, Ross R. Hartog, Esq., at Markowitz, Davis,
Ringel & Trusty, P.A., in Miami, Florida, asserts.

Suncoast has not yet perfected its lien against the Project and
was not required to do so until April 14, 2008, Mr. Hartrog
notes.  However, the Debtors have filed for bankruptcy before
Suncoast was able to perfect its liens.  

At Suncoast's request, Judge Olson modifies the automatic stay
solely to permit Suncoast to record, file and otherwise attempt
to perfect any and all of its liens or claims of lien against the
Project.

The Lift Stay Order does not constitute an acknowledgment of
liens that Suncoast may have or file, and all parties, including
the Debtors' prepetition lenders and the Official Committee of
Unsecured Creditors, reserve the right to challenge the validity,
enforceability, priority or extent of any liens filed or claims
asserted by Suncoast.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: BoF Could Begin Foreclosure Action on Fla. Property
--------------------------------------------------------------
Bank of Florida - Southeast, formerly known as Bank of Florida,
agreed to the entry of an order granting in part, and denying as
moot, in part, its request to lift the automatic stay in TOUSA
Inc.'s chapter 11 proceedings.

Judge John K. Olson lifted the automatic stay, to the extent
applicable, for BoF to commence a foreclosure action with respect
to a Property located in Polk County, Florida.

BoF entered into a loan agreement with EMF Fund IV, LLC, on
August 16, 2006, whereby EMF was loaned the principal sum of
$5,289,089.  EMF used the loan proceeds to purchase a property
located in Polk County, Florida, described as:

          Lots 125 thru 222, Highland Meadows Phase II,
          according to the plat thereof, recorded in
          plat book 138, page 44, of the public records
          of Polk County, Florida.

The BoF Loan is memorialized by a promissory note dated
August 16, 2006, according to Evan b. Klinek, Esq., at Greenspoon
Marder, P.A., in Fort Lauderdale, Florida.  The express terms of
the Note require EMF to pay BoF interest installments on the
first day of each month.

EMF also executed a Mortgage and Security Agreement in favor of
BoF, encumbering the Polk County Property and additional tangible
and intangible personal property.

Furthermore, EMF executed on August 16, 2006, an Option Agreement
with Debtor TOUSA Homes, Inc., providing TOUSA with the right to
purchase the Polk County Property in a series of incremental
transactions, Mr. Klinek points out.  TOUSA Homes is required to
timely pay EMF a monthly "Lot Option Extension Fee" in order to
preserve its rights under the Option Agreement.

On the same date, BoF, EMF and TOUSA Homes also executed a
Subordination, Non-Disturbance and Attornment Agreement and
agreed that the Option Agreement will be subject and subordinate
to the Mortgage held by BoF on the Property.  

Pursuant to the Court order, BoF is specifically authorized -- and
TOUSA Homes, Inc., consents to -- the foreclosure of any interest
that the Debtor has or had in the Property, including by virtue of
a certain Option Agreement, dated August 16, 2006.

BoF agrees that, except as otherwise stated in the Order, any and
all claims it may have against the Debtors arising from or
relating to the Property, including claims arising from and
relating to the Option Agreement, among others, whether before or
after the Petition Date, are fully and finally released and
forever discharged.  Accordingly, those claims are fully and
finally released and forever discharged.

The Debtors also fully and finally release and forever discharge
BoF from any and all claims they may have arising from or
relating to the Property and Option Agreement, among others,
whether before or after the Petition Date.  The release will not
impact or impair any rights that BoF may obtain in the future by
virtue of an assignment of claims from EMF Fund IV, Inc.

BoF's request for adequate protection from TOUSA Homes is denied
as moot.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Court Amends Order Approving Lazard Employment
---------------------------------------------------------
Judge John K. Olson amended the final order approving the
employment by TOUSA Inc. and its debtor-affiliates of Lazard
Freres & Co. LLC, as their investment banker and financial
adviser, nunc pro tunc to the Debtor's bankruptcy case.

Judge Olson added a provision to one of the indemnification
provisions of the parties' Agreement.  In no event will an
Indemnified Person be indemnified or receive contribution or
other payment under the agreement if the Debtors, their estates
or the Official Committee of Unsecured Creditors assert a claim,
to the extent that the Court determines by final order that the
claim arose out of bad-faith, self-dealing, breach of fiduciary
duty, if any, gross-negligence or willful misconduct on the part
of that or any other Indemnified Person.

For the avoidance of any doubt, to the extent of such a finding,
the certain proviso set forth in the contribution provisions of
the Indemnification Agreement will not be applicable, so that
Lazard's potential liability for those acts will not be limited
to the amounts received by Lazard for services rendered in the
Debtors' Chapter 11 cases.

As reported by the Troubled Company Reporter on Feb. 13, 2008, the
Debtors obtained authority, on an interim basis, from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Lazard Freres as investment banker and financial advisor.

In their request, the Debtors proposed to pay Lazard a monthly fee
of $200,000, and other fees, including a $6,000,000 completion fee
payable upon the consummation of a restructuring or sale
transaction.  Lazard will also be reimbursed of its necessary and
actual expenses.

                      About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic U.S.A.         
Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark Homes L.P.,
TOUSA Homes Inc. and Newmark Homes Corp. is a leading homebuilder
in the United States, operating in various metropolitan markets in
10 states located in four major geographic regions: Florida, the
Mid-Atlantic, Texas, and the West.  TOUSA designs, builds, and
markets high-quality detached single-family residences, town
homes, and condominiums to a diverse group of homebuyers, such as
"first-time" homebuyers, "move-up" homebuyers, homebuyers who are
relocating to a new city or state, buyers of second or vacation
homes, active-adult homebuyers, and homebuyers with grown children
who want a smaller home.  It also provides financial services to
its homebuyers and to others through its subsidiaries, Preferred
Home Mortgage Company and Universal Land Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  TOUSA Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

The Debtors' exclusive period to file a plan expires on May 28,
2008.  (TOUSA Bankruptcy News, Issue No. 10; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


UAL CORP: Worse Earnings Prompt S&P to Revise Outlook to Negative
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its rating outlook on
UAL Corp. and its United Air Lines Inc. subsidiary (both rated
B/Negative/--) to negative from stable.
      
"The outlook change is based on expected materially worse earnings
and cash flow generation in 2008, consistent with industry trends,
due to very high fuel prices and a weak U.S. economy," said
Standard & Poor's credit analyst Philip Baggaley.  "Manageable
debt maturities and relatively low capital expenditures continue
to support liquidity, but fuel price volatility and the risk of a
protracted economic downturn indicate the potential for a
downgrade over the next 12 months," the analyst continued.  United
also faces a potential bank covenant compliance problem, depending
on earnings levels and actions the company may take in response.  
The outlook change does not relate to potential effects of the
proposed merger of Delta Air Lines Inc. and Northwest Airlines
Corp., though S&P do expect UAL to redouble its efforts to
find a merger partner in response.
     
The corporate credit rating on UAL reflects United's participation
in the price-competitive, cyclical, and capital-intensive airline
industry; high fuel costs, which may prove increasingly difficult
to recover through fare hikes in a softening U.S. economy, and a
highly leveraged financial profile.  These weaknesses are
mitigated by United's extensive and well-positioned route system
and by reductions in labor costs and financial obligations
achieved in bankruptcy reorganization.  Chicago-based United is
the second-largest U.S. airline, with strong positions in the
Midwest and western U.S. and on trans-Pacific routes and a solid
position on trans-Atlantic routes.
     
S&P expect UAL to report a sizable 2008 loss, compared with 2007
pretax earnings of $695 million, because of much higher fuel costs
and a weak U.S. economy. Although United is expected to post solid
revenue gains in the first quarter, with passenger revenue per
available seat mile up in the high-single-digit-percent area, S&P
expect these improvements to wane as the year goes on United is
one of the leading carriers of business traffic, which will be
squeezed by corporate layoffs and cost-cutting.  Its international
operations, a greater proportion of total flying following
shrinkage of the domestic system in and since bankruptcy, should
hold up better, but will likely weaken later this year.  The
company is planning further domestic capacity reductions and
stepped-up cost-cutting, but the scale of expected fuel price
increases will far offset these efforts.
     
S&P expect UAL, like other U.S. airlines, to report much worse
earnings and cash flow in 2008, though its cash flow plus
unrestricted cash and short-term investments should enable it to
meet manageable debt maturities and capital expenditures.  S&P
could lower the rating if external pressures cause materially
worse-than-expected losses, reducing cash flow protection.  If UAL
enters into a merger agreement, S&P would very likely place
ratings on CreditWatch.  The CreditWatch implications would depend
on particulars of the proposed transaction.


UPA GROUP: Case Summary & 35 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: UPA Group Inc.
        P.O. Box 40128
        Reno, NV 89504

Bankruptcy Case No.: 08-50488

Debtor-affiliates filing separate Chapter 11 petitions:

      Entity                                   Case No.
      ------                                   --------
      UPA California GP                        08-50489
      Amako Inc.                               08-50490
      UPA Group Holdings Inc.                  08-50491

Chapter 11 Petition Date: April 1, 2008

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtor's Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni Ltd.
                  417 West Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764
                  steve@renolaw.biz

UPA Group Inc.'s financial condition:

Estimated Assets: $1,000,001 to $10 million

Estimated Debts: $1,000,001 to $10 million

A. UPA Group Inc.'s list of its 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Far West Plumbing                subcontractor     $512,956
1488 Pioneer Way, Suite 1
El Cajon, CA 92020

Conxtech Inc.                    subcontractor     $292,292
24493 Clawiter Road
Hayward, CA 94545

Hilyard Concrete Construction    subcontractor     $259,914
696 Carion Court
San Luis Obispo, CA 93401

Glide Corporation                subcontractor     $220,939
7888 Ostrow Avenue #C
San Diego, CA 92111

International Window Corp.       subcontractor     $177,919

Framemax                         subcontractor     $166,368

GE Consumer & Industrial         subcontractor     $161,580

TJ Mechanical Inc.               subcontractor     $143,6173

Barbosa Cabinets Inc.            subcontractor     $130,010

H & H Mechanical Engineering     subcontractor     $126,912

Banister Electrical Inc.         subcontractor     $113,537

Tucker Engineering               subcontractor     $112,227

M.J. Ross Construction Inc.      subcontractor     $110,281

B. UPA California GP's list of its 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
UPA Group LC                     intercompany loan $1,723,255
445 South Virginia Street
Reno, NV 89501

Metco Engineering                subcontractor     $694,263
P.O. Box 68
Mammoth Lakes, CA 93546

Jackson Kelly PLLC               subcontractor     $217,910
1099 18th Street, Suite 2150
Denver, CO 80202

P2 Construction Management       subcontractor     $130,527

Shamrock Plumbing LLC            subcontractor     $120,469

Sage Consulting Group Inc.       subcontractor     $110,266

Kelly Door Company Inc.          subcontractor     $93,739

Western Building Materials Co.   subcontractor     $60,388

Viking Automatic Sprinkler Co.   subcontractor     $47,873

MC Painting                      subcontractor     $35,262

Total Waste Disposal             subcontractor     $13,153

JD Specialties                   subcontractor     $6,170

Kleinfelder Inc.                 subcontractor     $3,050

Felix Haro Construction Inc.     subcontractor     $2,766

Mariposa Glass                   subcontractor     $2,317

Moss Adams                       subcontractor     $1,862

Bunting Graphics Inc.            subcontractor     $1,340

Atlanta 100 Corporation          goods or services $815

RASP Construction                subcontractor     $400

Mariposa County Solid Waste      goods or services $26

C. Amako Inc.'s list of its Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Moss Adams Inc.                  subcontractor     $41,228
2200 Rimland Drive
Suite 300
Bellingham, WA 98226-6641

Liberty Mutual Insurance Co.     litigation        $1
Attn: James D. Curran, Esq.
Wolkin-Curran LLP
555 Montgomery Street
Suite 1100
San Francisco, CA 94111

D. UPA Group Holdings Inc. does not have any creditors who are not
   insiders.


U.S. ENERGY: Wants Until July 8 To File Chapter 11 Plan
-------------------------------------------------------
U.S. Energy Systems Inc. and its debtor-affiliates ask the Hon.
Robert D. Drain of the United States Bankruptcy Court for the
Southern District of New York to extend the exclusive period to
file a Chapter 11 plan until July 8, 2008.

The Debtors also ask the Court to extend the exclusive rights to
solicit acceptances of that plan until Sept. 8, 2008.

The Debtors have an urgent need to resolve certain issues with
various creditors and to negotiate an effective Chapter 11 plan of
reorganization with their creditors.

The Debtors' exclusive plan filing period currently is set to
expire on May 8, 2008.

                       About U.S. Energy

Based in Avon, Connecticut, U.S. Energy Systems Inc. (Pink Sheets:
USEY) --  http://www.usenergysystems.com/-- owns green power
and clean energy and resources.  USEY owns and operates energy
projects in the United States and United Kingdom that generate
electricity, thermal energy and gas production.

The company filed for Chapter 11 protection on Jan. 9, 2008 (Bank.
S.D.N.Y. Case No. 08-10054).  There are 34 affiliates who filed
for separate Chapter 11 petitions.  Peter S. Partee, Esq., at
Hunton & Williams LLP, represents the Debtor in its restructuring
efforts.  Jefferies & Company, Inc. serves as the company's
financial advisor.  The Debtor also selected Epiq Bankruptcy
Solutions LLC as noticing, claims and balloting agent.

The Official Committee of Unsecured Creditors has yet to be
appointed in these cases by the U.S. Trustee for Region 2.  When
the Debtors filed for protection from their creditors, they listed
total assets of $258,200,000 and total debts of $175,300,000.


VALLEJO CITY: Has Until Today to Submit Long-term Financial Plan
----------------------------------------------------------------
Officials of the city of Vallejo have until today to present to
the city council a long-term financial plan that would prevent the
city from falling into bankruptcy.

The city faces a $13.2 million 2007-2008 general fund operating
deficit and a negative funding balance of $9 million on June 30.  
As reported by the Troubled Company Reporter on March 6, 2008, the
city needs to have a long-term financial plan ready by April 22 to
meet its deadline to approve a balanced budget for the next fiscal
year.

In March, the council approved a tentative agreement that
temporarily kept it afloat.  The council approved a tentative
agreement with the Vallejo Police Officers Association and the
International Federation of Firefighters in relation to a contract
that expires June 30.  Under the agreement, Vallejo police and
firefighters will give up 6.5 percent of an 8.5 raise they
received last year.

But the city still needs additional concessions.  As of Monday, it
still wasn't able to reach agreements, reports said.  According to
Carolyn Jones of the Chronicle, the city is asking for steep
concessions from the unions, whose members are among the highest
paid in the Bay Area and whose salaries comprise about 74 percent
of the city's budget.  

If agreements are not reached by April 22, the council,
reportedly, might consider a bankruptcy filing.

According to a report by The Associated Press, "some city
officials want to avoid filing for bankruptcy because of the
negative impact on Vallejo's credit rating and other factors...
but other city leaders see it as the only way to restructure labor
contracts and protect the city from lawsuits and creditors."

A possible bankruptcy filing of Vallejo will be the first for a
California city.

Vallejo is a city in Solano County.  As of the 2000 census, the
city had a total population of 116,760.  It is located in the San
Francisco Bay Area on the northern shore of San Pablo Bay.  
According to Vallejo's comprehensive annual report for the
year ended June 30, 2007, the city has $983 million in assets and
$358 million in debts.


WACHOVIA MORTGAGE: S&P Junks Ratings on Two Certificate Classes
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on three
classes of mortgage pass-through certificates from Wachovia
Mortgage Loan Trust LLC's series 2005-A and 2005-B and removed one
of the lowered ratings from CreditWatch with negative
implications.  Concurrently, S&P affirmed its ratings on 25
classes from these series.
     
Series 2005-A and 2005-B have not realized any losses to date;
however, a significant dollar amount of loans for both series have
moved into the foreclosure and REO buckets.  The ratio of severe
delinquencies to credit support for class B-5 from series 2005-A
is currently at 4x.  The ratio of severe delinquencies to credit
support for classes B-5 and B-4 from series 2005-B are currently
4.4x and 1.9x, respectively.  These ratios prompted us to
downgrade the three classes.
     
The affirmations reflect current credit support percentages that
are sufficient to support the ratings at their current levels and
protect them from actual and projected losses.
     
The collateral for these transactions consists primarily of prime,
adjustable-rate, first-lien mortgage loans secured by one- to
four-family residential properties.


        Rating Lowered and Removed from Creditwatch Negative

                  Wachovia Mortgage Loan Trust LLC
                 Mortgage pass-through certificates

                                           Rating
                                           ------
            Series      Class        To             From
            ------      -----        --             ----
            2005-B      B-5          CCC            B/Watch Neg

                          Ratings Lowered

                 Wachovia Mortgage Loan Trust LLC
                Mortgage pass-through certificates

                                           Rating
                                           ------
           Series       Class       To               From
           ------       -----       --               ----
           2005-A       B-5         CCC              B
           2005-B       B-4         B                BB

                          Ratings Affirmed

                 Wachovia Mortgage Loan Trust LLC
                Mortgage pass-through certificates

                Series      Class           Rating
                ------      -----           ------
                2005-A      1-A-1           AAA
                2005-A      2-A-1           AAA
                2005-A      2-A-2           AAA
                2005-A      3-A-1           AAA
                2005-A      3-A-2           AAA
                2005-A      4-A-1           AAA
                2005-A      4-A-2           AAA
                2005-A      B-1             AA
                2005-A      B-2             A
                2005-A      B-3             BBB
                2005-A      B-4             BB
                2005-B      1-A-1           AAA
                2005-B      1-A-2           AAA
                2005-B      2-A-1           AAA
                2005-B      2-A-2           AAA
                2005-B      2-A-3           AAA
                2005-B      2-A-4           AAA
                2005-B      2-A-5           AAA
                2005-B      3-A-1           AAA
                2005-B      3-A-2           AAA
                2005-B      4-A-1           AAA
                2005-B      4-A-2           AAA
                2005-B      B-1             AA
                2005-B      B-2             A
                2005-B      B-3             BBB


WAYTRONX INC: Webb & Company Raises Substantial Doubt
-----------------------------------------------------
Webb & Company, P.A., in Boynton Beach, Fla., raised substantial
doubt about Waytronx, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
year ended Dec. 31, 2007.  The auditing firm pointed to the
company's net loss, negative cash flows from operations, and
accumulated deficit.

At Dec. 31, 2007, the company's balance sheet showed $5,305,354 in
total assets, $3,234,051 in total liabilities, and $2,071,303 in
total stockholders' equity.

The company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $158,149 in total current assets available to pay
$2,134,051 in total current liabilities.

The company had $48,717,719 of accumulated deficit at Dec. 31,
2007

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2a63

Based in Vista, Calif., Waytronx, Inc. (OTCBB: WYNX) --
http://www.waytronx.com-- formerly known as Onscreen  
Technologies, Inc., is primarily focused on commercialization of
its thermal cooling technology, WayCool(TM), which addresses
intense heat generated in electronic systems, including computers,
home entertainment systems, test fixtures and medical monitoring
devices.  WayCool provides cooling technology that transfers heat
at extraordinarily high rates to promote superior thermal
management in electronics.


WHX CORP: Dec. 31 Balance Sheet Upside-Down by $69.5 Million
------------------------------------------------------------
WHX Corp. reported $441.6 million in consolidated assets and
$511.1 million in consolidated liabilities at Dec. 31, 2007,
resulting in a $69.5 million consolidated stockholders' deficit.

Net loss for 2007 was $20.8 million, compared to a net loss from
continuing operations of $20.9 million for 2006.  Including
discontinued operations, net loss was $18.2 million for 2006.  

Results for 2006 included net income from discontinued operations
of $2.7 million, relating to the company's wire and cable
business, the operations of which were concluded during 2005.  
This includes a gain of $2.9 million, net of tax, on the sale of
the land and building formerly used in the wire and cable
business.

Net sales for 2007 increased by $176.9 million, or 38.3%, to
$637.9 million, as compared to $461.0 million in 2006.  The
Bairnco Acquisition generated $141.5 million of this increase.

                      Income from Operations

Income from operations for 2007 was $22.7 million, which was
$11.4 million higher than 2006.  The increase in operating income
was mainly due to the gain on insurance proceeds of $6.5 million
in 2007, relating to claims from a fire at an Handy & Harman
subsidiary's plant in 2002.

In addition, income from operations for 2006 included $7.6 million
for asset impairment and restructuring charges related to the
closing of andy & Harman Electronic Materials and the Norristown
facility.  

                         Interest Expense

Interest expense for 2007 rose by $17.0 million to $39.5 million
from $22.5 million in 2006 as borrowings and the related interest
rates both increased.  Debt as of Dec. 31, 2007, exceeded the
Dec. 31, 2006 balance by $153.8 million, of which approximately
$132.5 million related to Bairnco, plus additional borrowings.   

The additional borrowings were used to fund required and
accelerated pension plan contributions, environmental remediation
costs, capital expenditures, and for general business purposes.  
Pursuant to the terms of a subordination agreement between Steel
Partners and Wachovia, interest payable to Steel Partners is
accrued but not paid.  Interest payable to Steel Partners as of
Dec. 31, 2007, was $19.6 million.

                        Derivative Losses

Realized and unrealized losses on derivatives totaled $1.9 million
in 2007, compared to $8.0 million in 2006.  Handy & Harman enters
into commodity futures and forwards contracts on precious metals
in order to economically hedge its precious metals inventory
against price fluctuations.  The loss declined in 2007 principally
because the volume of the company's precious metal inventories
declined, and thus its hedged quantities of precious metals
declined substantially in 2007.  In addition, the market price of
silver increased at a lower rate in 2007 than in 2006.

                          Tax Provision

In 2007, a tax provision of $1.8 million was recorded for state
and foreign taxes, compared to a tax provision of $31,000 in 2006.
The 2006 net tax provision includes a tax benefit of $1.6 million
related to discontinued operations.  

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ae2

                            Liquidity

As of Dec. 31, 2007, the company had consolidated cash of
$6.1 million compared to $4.8 million of consolidated cash at
Dec.  31, 2006.  For the year ended Dec. 31, 2007, net cash used
in operating activities was $2.4 million, net cash used in
investing activities was $110.5 million, and net cash provided by
financing activities was $114.0 million.

As of Dec. 31, 2007, the company's current assets totaled
$194.7 million and its current liabilities totaled $179.7 million.  
Included in the current liabilities as of Dec. 31, 2007m is a
total of $24.7 million of loan interest and mandatorily redeemable
preferred stock payable to Steel Partners, a related party.   

                         About WHX Corp.

Based in White Plains, New York, WHX Corporation (Pink Sheets:
WXCP) -- http://www.whxcorp.com/-- is a holding company that   
invests in and manages a group of businesses on a decentralized
basis.  Apart from owning Handy & Harman, WHX acquired in
April 2007 Bairnco Corporation, which is a diversified
multinational company that operates business units in three
reportable segments: Arlon electronic materials, Arlon coated
materials and Kasco replacement products and services.

Handy & Harman is a diversified manufacturer and the "parent" of a
family of materials engineering and specialty manufacturing
companies.  Its products include electronic components, specialty
fasteners, engineered materials, stainless steel tubing, specialty
tubing and fabricated precious metals, brazing soldering fluxes
and alloys of precious and non-precious metals.  Handy & Harman's
strategic business units encompass three reportable segments:
precious metal, tubing and engineered materials.


WINDON COUNTRY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Windon Country Homes, L.P.
        803 West Market Street
        West Chester, PA 19382

Bankruptcy Case No.: 08-12478

Chapter 11 Petition Date: April 15, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Bruce I. Fox

Debtor's Counsel: Peter William DiGiovanni, Esq.
                  P.O. Box 250
                  Gradyville, PA 19039-0250
                  Tel: (610) 640-8209
                  Email: maximvsv@aol.com

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

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


WOLVERINE TUBE: Posts $97 Million Net Loss in Year Ended Dec. 31
----------------------------------------------------------------
Wolverine Tube Inc. reported a net loss of $97 million for the
year ended Dec. 31, 2007, compared to a net loss of $79.2 million
for 2006.  Included in the 2007 results were $112.1 million of
pre-tax restructuring and other charges.

The net loss for the fourth quarter of 2007 was $106.4 million, as
compared to a net loss of $34.0 million in the same period of
2006.  Included in the 2007 and 2006 results were $97.1 million
and $25.0 million in pre-tax charges, relating primarily to
restructuring, adjustment to deferred tax valuation allowances,
advisory fees and expenses.

Net sales for the fourth quarter of 2007 were $273.7 million, as
compared to $271.6 million for the fourth quarter of 2006.  Total
pounds shipped in the fourth quarter of 2007 were 58.2 million
pounds compared to 61.2 million pounds shipped in the fourth
quarter of 2006.

Adjusted EBITDA was $2.4 million for the fourth quarter of 2007
compared to $385,000 for the quarter ended Dec. 31, 2006.

                      Full Year 2007 Results

Net sales in 2007 declined 7% to $1.2 billion from $1.3 billion in
2006, reflecting a 16% decrease in pounds shipped, partially
offset by a $0.44 per pound increase in per unit selling price.

Total pounds shipped in 2007 were 275.1 million pounds compared to
326.5 million pounds in 2006.  Of the total pounds shipped,
approximately 217.6 million pounds and 277.7 million pounds were
manufactured by the company in 2007 and 2006, respectively.  The
balance of the pounds shipped by the company was attributable to
products sourced and resold to customers.  

The decrease in pounds shipped in 2007 was due primarily to the
falling demand for industrial tube used in the residential air
conditioning market, continued substitution of plastics in the
residential plumbing market and the closure of our Montreal
facility in late 2006.

Gross profit for 2007 was $63.6 million as compared to
$46.3 million in 2006, an improvement of $17.3 million or 37%.  
The improvement was due primarily to improved pricing and a higher
margin mix of products.  2007 EBITDA before restructuring charges
was $45.0 million compared to $37.7 million for 2006.

Harold Karp, president and chief operating officer, commented,
"2007 was a very pivotal year for Wolverine.  We concentrated on
restructuring the business and improving its competitiveness.  We
closed two factories and exited the domestic plumbing tube
business and are now focused on our value added, heat transfer
tubing products, fabricated products and joining technology
products in the global marketplace."

                    Refinancing and Liquidity

In February 2007, the company sold 50,000 shares of Series A
Convertible Preferred Stock, for $50 million to The Alpine Group
Inc. and a fund managed by Plainfield Asset Management LLC
pursuant to a Preferred Stock Purchase Agreement.  On Oct. 25,
2007, the company completed a common stock rights offering in
which stockholders purchased 25.4 million shares of common stock,
resulting in net proceeds of $27.5 million.

Additionally, under the terms of a call option described in the
Preferred Stock Purchase Agreement, Alpine purchased an additional
4,620 shares of Series A Convertible Preferred Stock on Jan. 25,
2008, for $4.6 million.  During March 2008, Plainfield refinanced
$38.3 million of the 7.375% Senior Notes held by it by extending
the maturity date to March 28, 2009, with an increase in the
interest rate to 10.5%, and Alpine purchased $10 million of Series
B Convertible Preferred Stock under terms substantially similar to
the Series A Convertible Preferred Stock.

In addition, during the first quarter of 2008, the Company
completed the following:

  -- Extended its $35 million secured revolving credit facility to
     April 28, 2009;

  -- Extended its $75 million receivables sales facility to
     Feb. 19, 2009;

  -- Sold its Small Tube Products business for approximately
     $28 million, including an estimated working capital
     adjustment;

  -- Sold 30% of Wolverine Shanghai to the Wieland Group for
     $9.6 million cash and $2.0 of estimated additional intangible
     value.

David A. Owen, Wolverine's chief financial officer, stated, "The
capital invested by Plainfield and Alpine, existing cash sources
and credit facilities are adequate to address Wolverine's
operational and debt repayment requirements for 2008."

                   Operations and Market Update

Mr. Karp noted, "The global high performance chiller tube markets
were very strong in 2007, and Wolverine achieved record shipments
in these markets in 2007.  Wolverine's commercial fabricated
products shipments increased 22% in 2007 which is in line with our
strategy to partner more broadly with our large OEM customers in
support of their efforts to improve efficiencies and reduce cost
through outsourcing of their fabricated products needs.

"Wolverine is well positioned to support this continued growth
through well established global sourcing capabilities and through
its focus on capacity and efficiency improvements at our
fabricated products manufacturing locations in Mexico, China,
Portugal and in the USA.

"The overall North American market for residential air
conditioning, heat pump and refrigeration products was down
approximately 10% in 2007; however, Wolverine's inner groove tube
shipments increased 6% in 2007 as a result of market share
increases with many of our major customers."

Mr. Karp further stated, "Wolverine's operational improvement
efforts throughout 2007 were focused on strengthening its
managerial and technical talent along with establishing a
continuous improvement culture.  Significant operational progress
was made in 2007 as our continuous improvement culture has been
established through a focused implementation of lean manufacturing
and six sigma initiatives, as well as new technologies to reduce
cost and improve quality performance.

These efforts combined with a sharpened focus on customer
satisfaction resulted in enhanced key customer relationships,
improved manufacturing efficiencies and strengthening the
operational base from which to grow the business."

                 Restructuring and Other Charges

Included in the 2007 results were total pre-tax restructuring,
impairment and other charges of $112.1 million in 2007, of which
$90.3 million was non-cash.  Comparable charges in 2006 were
$65.0 million, of which $38.4 million was non-cash.

Steven S. Elbaum, chairman, stated, "The period following the
February 2007 investments by Alpine and Plainfield has been
focused on redefining the company's business strategy and
installing a new management team to implement that strategy under
an expanded Board of Directors.  Significant restructuring
activities, including the shutdown and/or sale of non-core
operations, are required to achieve a competitive and properly
aligned operating base.

"These actions and the financial and accounting consequences are
complex given Wolverine's difficult history and its complicated
array of assets, businesses and obligations.  We expect
Wolverine's business model and reported results to be clearer
during the second half of 2008, and the company's focus and
progress will also be more clear and measurable."

                            Total Debt

At Dec. 31, 2007, the company had total debt of $237 million,
consisting of short-term borrowings of $90.9 million, and
long-term debt of $146.0 million.

Total debt at Dec. 31, 2006, was $240 million.

                    Cash and Cash Equivalents

For the 12 month period ending Dec. 31, 2007, the company had a
net increase in cash and cash equivalents of $45.9 million over
the same period in 2006.  

The increase was primarily the result of cash provided by
financing activities of $66.6 million, which includes the $45.2
million of net proceeds generated in February 2007 from the sale
of Series A Convertible Preferred Stock and the $27.5 million of
net proceeds received from the rights offering in October 2007
offset partly by payments to revolving credit facilities and other
debt of $3.8 million and dividends paid of $3.0 million.

The increase in cash provided by financing activities was
partially offset by net cash used for operating activities of
$22.6 million and cash used for investing activities of
$2.8 million.  The weakening U.S. dollar versus the Canadian
dollar and the euro increased cash and cash equivalents by
$4.7 million.

Cash used for operations in 2007 was $22.6 million which included
the repayment of advances under the company's receivables sale
facility in the amount of $43.9 million.  In 2006, cash provided
by operations of $1.9 million included advances taken under the
company's receivables sale facility of $24.9 million.

Full-text copies of the company's consolidated financial
statements for the year ended Dec. 31, 2007, are available for
free at http://researcharchives.com/t/s?2ad7

                       About Wolverine Tube

Headquartered in Huntsville, Alabama, Wolverine Tube Inc.
(OTC BB: WLVT) -- http://www.wlv.com/-- is a manufacturer and  
distributor of copper and copper alloy tube, fabricated products,
and metal joining products.  The company currently operates 8
facilities in the United States, Mexico, Canada, China and
Portugal.  The company also has a distribution operation in The
Netherlands.  The company's products enhance performance and
energy efficiency in many applications, including: commercial and
residential heating, ventilation and air conditioning,
refrigeration, home appliances, industrial equipment, power
generation, petrochemicals and chemical processing.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 22, 2007,
Moody's Investors Service confirmed Wolverine Tube's Caa2
corporate family rating, Caa2 probability of default rating, and
Caa3 senior unsecured rating (LGD4, 63%).  The rating outlook was
revised to negative from ratings under review.


WORK ZONE: Case Summary & 15 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Work Zone Products, Inc.
        6358 Pinemont Dr.
        Houston, TX 77092

Bankruptcy Case No.: 08-32384

Type of Business: The Debtor provides traffic control flagging '
                  service.

Chapter 11 Petition Date: April 11, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  Eleven Greenway Plaza, Ste. 2820
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941
                  Email: pjlawecf@pjlaw.com

Work Zone Poducts, Inc's Financial Condition as of December 31,
2007:

Total Assets: $1,695,509

Total Debts:  $1,329,050

Debtor's 15 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
The Frost National Bank        non-purchase money    $892,185
P.O. Box 1600
San Antonio, TX, 78296

Ennis Paint Co.                Tade Credit           $134,000
P.O. Box 671185
Dallas, TX 75267-1185

Sherwin Williams               Tade Credit           $71,388
6501 Antoine Dr.
Houston, TX 77091

American Express               Tade Credit           $43,000

3M                             Tade Credit           $38,874

Nipon Carbide                  Tade Credit           $22,312

Stuart Allen & Associates,     collecting for        $15,101
Inc.                           Potters Industries

Sterling bank                  non-purchase money    $14,384

Mikedon                        Tade Credit           $13,605

Potters Industries Inc.        Tade Credit           $13,131

The Childress Law Office       collecting for        $13,000
                               Nation Trench Safety

Paul Bettencourt Tax Assessor- 2007 Taxes            $12,947
Collector

AB Gas Co.                     Tade Credit           $12,361

Grainger                       Tade Credit           $12,101

Gulf States Asphalt Co., L.P.  Tade Credit           $12,089


WRK IDAHO: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: WRK Idaho Holdings, LLC
        47360 Sandia Creek Dr., Bldg. B
        Temecula, CA 92590

Bankruptcy Case No.: 08-14100

Chapter 11 Petition Date: April 16, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Dennis Winters, Esq.
                  Winters Law Firm
                  1820 E. 17th St.
                  Santa Ana, CA 92705
                  Tel: (714) 836-1381
                  Email: winterslawfirm@cs.com
                  http://www.cs.com/

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


XERIUM TECH: Ernst & Young Expresses Going Concern Doubt
--------------------------------------------------------
Ernst & Young LLP raised substantial doubt on the ability of
Xerium Technologies, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that the company will likely have future
debt covenant violations under its existing loan agreements.  
Failing to meet financial covenants constitutes an event of
default, upon which the company's lenders could accelerate the
debt causing it to become payable and due.

Management related that while the company was in compliance with
the financial covenants under its senior credit facility at Dec.
31, 2007, and expects that it would generate cash flow from
operations sufficient to service the debt under the senior credit
facility prior to the stated maturity of the debt if there is not
otherwise an event of default under the debt, the company
anticipates to be in financial covenant non-compliance for the
period ended March 31, 2008.

The company posted a net loss of $150,212,000 on total sales of
$615,426,000 for the year ended Dec. 31, 2007, as compared with a
net income of $31,288,000 on total sales of $601,439,000 in the
prior year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$891,441,000 in total assets and $892,493,000 in total
liabilities, resulting in $1,052,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $286,338,000 in total current
assets available to pay $768,020,000 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?2a8c

                   About Xerium Technologies

Based on Youngsville, North Carolina, Xerium Technologies Inc.
(NYSE: XRM) -- http://www.xerium.com/-- manufactures and supplies  
consumable products used primarily in the production of paper:
clothing and roll covers.  With 35 manufacturing facilities in 15
countries, including Austria, Brazil and Japan, Xerium
Technologies has approximately 3,900 employees.


ZIFF DAVIS: Files First Amended Disclosure Statement
----------------------------------------------------
Ziff Davis Media, Inc., and its debtor-affiliates filed with the
U.S. Bankruptcy Court for the Southern District of New York the
first amended disclosure statement with respect to their Joint
Chapter 11 Plan of Reorganization dated as of March 26, 2008.

The Debtors disclose that, in addition to the (a) Senior Secured
Note Claims that, as of the Petition Date, exceeded $225,000,000,
(b) cash payments, and (b) New Senior Secured Notes amounting to
$50,000,000, the Debtors' proposed Joint Chapter 11 Plan of
Reorganization also compromises, in essence, 88.8% of the new
common stock of Reorganized Ziff Davis Holdings, subject to
dilution for New Ziff Davis Holdings Common Stock allocated to
the New Management Incentive Plan.

According to Jason Young, the Debtors' chief executive officer,
the Plan is based upon a compromise between the Debtors and the
Ad Hoc Senior Secured Note Holder Group, and all parties reserve
all their rights regarding valuation issues if the Plan is not
confirmed.  Moreover, the Debtors anticipate that, in connection
with a contested confirmation and valuation hearing, expert
valuation reports will be finalized and submitted in advance of a
contested confirmation hearing.

The material terms of the Plan are:

   (i) The Debtors will be reorganized pursuant to the Plan and
       will continue in operation, achieving the objectives of
       chapter 11 for the benefit of their creditors, customers,
       suppliers and employees.

  (ii) Holders of Allowed Administrative Claims, Allowed Priority
       Tax Claims, allowed Miscellaneous Secured Claims, Allowed
       Miscellaneous Priority Claims, and Subsidiary Interests
       will be Unimpaired by the Plan or will be paid in full as
       required by the Bankruptcy Code, unless otherwise agreed
       by the Holders of such Claims.

(iii) Old Ziff Davis Holdings Common Stock and Interests will be
       canceled.

As of the Petition Date, the Debtors':

   -- secured funded indebtedness totaled approximately
      $242,000,000;

   -- subordinated, unsecured bond debt totaled $186,000,000; and

   -- unsecured trade debt, exclusive of rejection damage claims,
      totaled approximately $12,300,000.

             New Classification & Treatment of Claims

Based on the Debtors' First Amended Disclosure Statement, the
classification and treatment of claims and interests are:

                           Estimated  Estimated
Class Description           Amount   Recovery    Treatment
----- ------------          ------   --------    ---------
N/A   Administrative   $13,796,000     100%      Paid in full
       Claims                        (Unimpaired)           
        
N/A   Priority Tax        $100,000     100%      Paid in full
       Claims                        (Unimpaired)                 
     
  1    Miscellaneous      Less than     100%      Paid in full,
       Secured Claims      $100,000  (Unimpaired) when allowed

  2    Miscellaneous      Less than     100%      Paid in full,
       Priority Claim       $20,000  (Unimpaired) when allowed

  3    Subsidiary               N/A     100%      No distribution
       Interest                      (Unimpaired) but will retain
                                                  interest

  4    Senior Secured  $242,000,000      __%      Pro rata share
       Note Claims and               (Impaired)   of the New
       MHR Note Claims                            Senior Secured
                                                  Notes, Cash
                                                  88.8% of the
                                                  New Ziff
                                                  Davis Holdings
                                                  Common Stock,
                                                  and the
                                                  Indemnity
                                                  Escrow
        
   5    Subordinate     $186,389,244     __%      Pro rata
        Note Claims                  (Impaired)   share of
        & Stub Note                               11.2% of the  
        Claims                                    New Ziff
                                                  Davis Holdings
                                                  Common Stock

   6    Gen. Unsecured   $14,000,000    3.5%      Pro rata  
        Claims                       (Impaired)   share of
                                                  $500,000

   7    Convenience Class   $915,000    100%      Paid in full,
        Claims                       (Impaired)   when allowed.
   
   8    Old Ziff Davis           N/A      0%      No distribution
        Holdings Common              (Impaired)   and 0%
        Stock and Interest                        recovery.

Under the Plan, only Holders of Claims in Classes 4, 5, 6 and 7
are entitled to vote on the Plan.  Claims and Interests in other
Classes are either (i) Unimpaired and their Holders are deemed to
have accepted the Plan, or (ii) receiving no distributions under
the Plan and their Holders are deemed to have rejected the Plan.

Holders of Allowed Claims in the voting Classes may vote on the
Plan only if they are holders of those claims as of April 29,
2008.

                    Ziff's Revenue Projections

The near-term projections assume a negative impact on the
Debtor's profitability due to both the current recessionary
economic environment and the impact of progressing through the
Chapter 11 process.  Projections for 2009 and 2010 do not include
print revenue or costs.  The Debtors and their advisors are
currently exploring all options and alternatives regarding the
print operations.

According to PaidContent.org, this means that the Debtors would
"either shutter all print books it has left, or sell them off
after the Chapter 11 reorganization."

The report also mentions that for the full year 2008, the Debtors
expect revenues of $63,630,000 and decreasing to $47,500,000 in
their Fiscal Year 2009 due to recession and discontinuation in
print.  The Debtors also expect an EBITDA loss of $10,700,000 in
2008, and an EBITDA profit of $10,410,000 in 2009.
  
                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)



ZIFF DAVIS: Asks Court to Approve Amended Disclosure Statement
--------------------------------------------------------------
Ziff Davis Media, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the first amended disclosure statement with respect to the Joint
Chapter 11 Plan of Reorganization dated as of March 26, 2008.

David Neier, Esq., at Winston & Strawn LLP, in New York, contends
that the Disclosure Statement should be approved as providing
"adequate information" within the meaning of Section 1125.  He
says that the Disclosure Statement contains ample information
with respect to:

   (a) the terms of the Plan;

   (b) certain events preceding the Debtors' Chapter 11 cases;

   (c) the operation of the Debtors' businesses;

   (d) the prospects of the Debtors following the effective date,
       including descriptions of the Debtors' businesses and
       properties;

   (e) descriptions of the Debtors' management and employee
       benefit programs;

   (f) descriptions of the securities to be issued under the
       Plan, including the New Secured Notes and the New Ziff
       Davies Holdings Common Stock;

   (g) estimates of the claims asserted, or to be asserted,
       against the Debtors' estates and the value of
       distributions to be received by holders of allowed claims;

   (h) the risk factors that may affect the Plan;

   (i) the method and timing of distributions under the Plan;

   (j) a liquidation analysis identifying the estimated return
       that creditors would receive if the Debtors' bankruptcy
       cases were under Chapter 7;

   (k) the federal tax consequences of the Plan; and

   (l) appropriate disclaimers regarding the Court's approval of
       information only as contained in the Disclosure Statement,
       including the disclaimer required by Rule 3017-1 of the
       Local Rules of Bankruptcy Procedure for the Southern
       District of New York.

Mr. Neier asserts that the First Amended Disclosure Statement, as
a whole, provides information that is "reasonably practicable" to
permit an  "informed judgment" by creditors and interest holders
entitled to vote on the Chapter 11 plan.

A full text copy of the Debtors' First Amended Disclosure
Statement is available for free at
http://bankrupt.com/misc/Ziff_1stAmendedDS.pdf

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


ZIFF DAVIS: Wants Confirmation Hearing Rescheduled to June 11
-------------------------------------------------------------
Ziff Davis Media, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
the procedures for the solicitation and tabulation of votes on
their Joint Chapter 11 Plan of Reorganization dated as of March
26, 2008.

Upon the Court's approval of the disclosure statement explaining
the terms of the Plan and the solicitation procedures, the
Debtors will distribute ballots and seek confirmation of the Plan
under this timeline:

   Apr. 25, 2008:  Disclosure Statement objection deadline
   Apr. 29, 2008:  Voting Record Date
   Apr. 29, 2008:  Disclosure Statement Hearing
   May 6, 2008:    Date of service of Solicitation Packages
   May 6, 2008:    Publication of Confirmation Hearing Notice
   May 21, 2008:   Deadline for Rule 3018 Motions
   June 2, 2008:   Plan Voting Deadline
   June 4, 2008:   Plan Confirmation Objection Deadline
   June 6, 2008:   Filing of Ballot Tabulation & Plan Supplement
   June 9, 2008:   Deadline for Debtors' reply to Plan objections    
   June 11, 2008:  Confirmation Hearing

The Debtors request that the Confirmation Hearing be rescheduled
to commence on June 11, 2008, at 10:00 a.m., or on another date
as is convenient to the Court.  Pursuant to the scheduling order,
the Court previously scheduled the Confirmation Hearing to
commence on June 25, 2008, at 10:00 a.m. Eastern time.

Daniel J. McGuire, Esq., at Winston & Strawn LLP, in New York,
asserts the proposed timeline is appropriate under the
circumstances.  He says the schedule will provide creditors and
parties in interest with sufficient notice and adequate time to
review the Plan and the Disclosure Statement and determine
whether to vote to accept or reject the Plan.  He adds the
schedule will allow the Debtors to resolve their Chapter 11
cases, thereby minimizing restructuring costs and maximizing
value for the benefit of all creditor constituencies.

The Debtors propose to deliver solicitation packages to holders
of claims in Class 4: Senior Secured Note Claims and New MHR Note
Claims, Class 5: Subordinate Note Claims & Stub Note Claims,
Class 6: General Unsecured Claims; and Class 7: Convenience Class
Claims.  Holders of Allowed Claims in the voting Classes may vote
on the Plan only if they are holders of those claims as of April
29, 2008.

The Debtors won't send ballots to Claims and Interests in other
Classes because they are either (i) Unimpaired and their Holders
are deemed to have accepted the Plan, or (ii) receiving no
distributions under the Plan and their Holders are deemed to have
rejected the Plan.  The Debtors propose to send to holders of
non-voting classes a notice of non-voting status.

Pursuant to Rule 3018(a) of the Federal Rules of Bankruptcy
Procedure, parties may seek until May 21, 2008, temporary
allowance of their claims or interest for the purpose of
accepting or rejecting the Plan.

The Debtors will notify all creditors and equity security holders
of the time fixed for filing objections and the hearing to
consider confirmation of the Plan.  The Debtors, however, won't
provide notices to (i) parties to executory contracts who do not
hold either allowed (for voting or otherwise) claims or filed or
scheduled claims listed as contingent, unliquidated or disputed
or (ii) holders of claims against the Debtors that have not been
classified in the Plan pursuant to Section 1123(a)(1) of the
Bankruptcy Code.

                   About Ziff Davis Media, Inc.

Headquartered in New York city, New York, Ziff Davis Media, Inc.
-- http://www.ziffdavis.com/-- and its affiliates are integrated       
media companies serving the technology and videogame markets.  
They are information services and marketing solutions providers of
technology media, including publications, Websites, conferences,
events, eSeminars, eNewsletters, custom publishing, list rentals,
research and market intelligence.  Their US-based media properties
reach over 22 million people per month at work, home and play.  
They operate in three segments: the Consumer Tech Group, which
includes PC Magazine and pcmag.com; the Enterprise Group, which
includes eWEEK and eweek.com, and the Game Group, which includes
Electronic Gaming Monthly and 1up.com.

The company and six debtor-affiliates filed for bankruptcy
protection on March 5, 2008 (Bankr. S.D.N.Y., Case No. 08-10768).  
Carey D. Schreiber, Esq. at Winston & Strawn, LLP represents the
Debtors in their restructuring efforts.  An Official Committee of
Unsecured Creditors have been appointed in the case.  When Ziff
Davis filed for bankruptcy protection, it listed assets of between
$100 million to $500 million and debts of $500 million to $1
billion.  

The Debtors delivered to the United States Bankruptcy Court for
the Southern District of New York, a Joint Chapter 11 Plan of
Reorganization, on March 26, 2008.  The Plan confirmation hearing
is scheduled for June 25, 2008 at 10:00 a.m., prevailing Eastern
time.  (Ziff Davis Bankruptcy News, Issue No. 8, Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstandor    
215/945-7000)


* Moody's Says Delta-NWA Deal May Affect Airport Credit Outlook
---------------------------------------------------------------
Announced plans to combine Delta Air Lines and Northwest Airlines
could result in negative credit implications for U.S. airports,
according to a new report by Moody's Investors Service.  A merger
would create the country's largest domestic carrier but a combined
carrier would likely reduce some flights in its effort to cut
costs, especially related to the rising price of fuel oil,
according to the rating agency.

"The combination could eventually result in significant route
restructuring and a reduction in available seats that could lead
to enplanement declines at some airports, challenging those
airports to maintain revenue growth," said Moody's Assistant Vice
President Kurt Krummenacker, author of the report.

He said the greatest potential for substantial route restructuring
would be at the secondary hub airports of the two carriers, and
airports where the two carriers each have a strong presence.

"Although any impacts would be at least a few months away and both
airline management teams have stated their intention to maintain
current hubs, the secondary hub airports would be most at risk for
substantial service declines as connecting traffic would likely be
consolidated at fewer hubs in order to reduce operating costs for
the consolidated carrier," said Krummenacker.

In addition to possible reductions in flights and enplanement
levels, the Moody's report sees a major risk for airports at which
both carriers have a significant presence as they would see the
largest impact of route consolidation and reduced seat capacity,
though this would vary based on the origination and destination
demand at each airport.

Another group of airports at risk are those at which neither
airline is dominant but for whom the combined airline would alter
the current competitive landscape with these airports likely
experiencing changes in fare structure and capacity.

"Moody's current A2 median rating for U.S. airports reflects the
maintenance of solid liquidity levels, growth in non-airline
revenues, and management's control over operating and capital
budgets," said Krummenacker.  "The economic strength of the
underlying O&D service areas is also key to the fairly high median
airport rating."

In light of the Delta-Northwest announcement, he said, Moody's
will focus on those airports that lack one or more of these credit
strengths as the proposed airline consolidation will likely bring
increased credit risks to those airports.

"These airports offer less-profitable routes, and rely heavily on
airline-derived revenues in service areas that are below the
median in terms of generating demand for air travel," said
Krummenacker.  "They also have below-average liquidity levels, and
a limited ability to cut airport operating costs and scale back
capital programs."

He warned that the impacts across the U.S. airport sector could be
more severe if this combination produces a chain reaction of other
airline consolidations.

"A substantial contraction of the number of carriers could have a
negative impact on the credit of airports throughout the U.S. as
declining seat capacity would pressure airfares higher, leading to
significant passenger level reductions," said the analyst.

He added that elevated fuel prices have contributed significantly
to a number of recent airline failures, and the threat of more
failures could add to the contraction of the airline market until
airlines are able to cover increased operating costs with adequate
revenues.

Delta's long-term corporate family rating is B2, and is on watch
for possible downgrade.  Northwest, with a backed senior secured
bank credit rating of Ba3, is on watch for possible downgrade.


* Moody's Reports Risks on Securities Lending for Life Insurers
---------------------------------------------------------------
Securities lending has become a higher-risk activity for some US
life insurers in the current market, Moody's Investors Service
says in a new report.

According to Vice President Laura Bazer, author of the report,
"this situation exists because some companies have holdings of
subprime and structured assets in their securities-lending
collateral pools, and asset or liability mismatches."  The analyst
adds that "some structured asset positions are subject to
significant unrealized losses in this challenging markets."

Moody's believes that some firms could face "rising credit losses
and tighter liquidity if the capital markets continue to
deteriorate and if major securities borrowers were to unwind their
loan positions."

Ms Bazer emphasizes, however, that Moody's does not expect
industry ratings to be significantly affected.  "This is because
securities lending is largely a side-line activity for most life
insurers." she says.  "And it is dominated by the industry's
largest, financially healthiest players -- firms that benefit from
well-diversified business lines, strong earnings, good asset
quality and liquidity, and healthy capital levels."

"Securities lending is a source of incremental income for life
insurers, and a natural fit for these long-term buy-and-hold
fixed-income investors," Ms. Bazer notes.  "It enables them to
lend otherwise idle securities in exchange for cash collateral
that they reinvest to make a spread."

The report states that life insurance securities lending
liabilities have more than doubled in recent years, rising to
approximately $130 billion at year-end 2007 from about $60 billion
at year-end 2002 among Moody's rated life insurers.  Currently,
securities lending at American International Group, Inc., MetLife
Inc., and Prudential Financial, Inc., represent the vast majority
of the industry's activity.

The rating agency explains that most life insurers have invested
their securities lending collateral prudently according to
conservative investment guidelines.  However, in the strong credit
and economic environment leading up to the recent credit crisis,
some life insurance securities lenders invested a portion of their
collateral in assets whose markets have subsequently become
illiquid, including subprime residential mortgage-backed
securities.  In addition, most life insurance lenders mismatch
asset and loan durations to some extent to improve the returns on
the securities lending activity.

The analyst adds that "if the securities borrowers were to unwind
their loan positions, the life insurers might decide to not
liquidate distressed securities at a loss, instead substituting
liquid assets from elsewhere in their investment portfolios.   
However, this might disrupt another business segment's asset-
liability management, shift losses into the future, or pressure
the insurer's liquidity in the current challenging credit market
environment."

Ms. Bazer concludes that Moody's will continue to monitor life
insurance participants closely and take rating action on a case-
by-case basis, if need be.


* S&P Downgrades 41 Tranches' Ratings From 11 Cash Flows and CDOs
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 41
tranches from 11 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed two of the lowered ratings
from CreditWatch with negative implications.  The downgraded
tranches have a total issuance amount of $2.774 billion.
     
Six of the 11 transactions are mezzanine structured finance CDOs
of asset-backed securities, which are collateralized in large part
by mezzanine tranches of residential mortgage-backed securities
and other SF securities.  Three of the 11 are CDO of CDO
transactions that were collateralized at origination primarily by
notes from other CDOs, as well as by tranches from RMBS and other
SF transactions.  The remaining two transactions are high-grade SF
CDOs of ABS, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of RMBS and other SF
securities.

At the same time, S&P placed one rating from a U.S. synthetic CDO
transaction on CreditWatch with negative implications.  The U.S.
synthetic CDO transaction's portfolio references RMBS.
     
This CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
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 3,277 tranches from 765 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, 754 ratings from 214 transactions are
currently on CreditWatch negative for the same reasons.  In
all, S&P downgraded $342.174 billion of CDO issuance.
Additionally, S&P's ratings on $21.914 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.
     
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
   -----------                -----    --           ----
ABS Capital Funding II Ltd.   B        BBB+         AA  
ABS Capital Funding II Ltd.   C-1      CCC-         BBB
ABS Capital Funding II Ltd.   C-2      CCC-         BBB
Independence VI CDO Ltd.      A2       AA           AA+
Independence VI CDO Ltd.      B        BBB          A+  
Independence VI CDO Ltd.      C        BB           BBB+    
Independence VI CDO Ltd.      D        BB-          BBB-   
Independence VI CDO Ltd.      E        CCC+         BB+
Longport Funding Ltd.         A-3      A-           AAA
Longport Funding Ltd.         B        BBB-         AA  
Longport Funding Ltd.         C        BB+          A   
Longport Funding Ltd.         D-1      B            BBB
Longport Funding Ltd.         D-2      B            BBB
Longport Funding Ltd.         Part.Nte AA+          AAA
Marathon Structured Finance
CDO I Ltd.                    D        BBB-         BBB
Marathon Structured Finance
CDO I Ltd.                    E        CCC+         BB  
Mid Ocean CBO 2001-1 Ltd.     A-1      CC           CCC-     
Mid Ocean CBO 2001-1 Ltd.     A-1L     CC           CCC-  
North Street Referenced
Linked Notes 2005-8 Ltd.      B        AA+/WatchNeg AA+   
Oceanview CBO I Ltd.          A-1B     BBB-         AA+
Oceanview CBO I Ltd.          A-2      CCC-         BB+
Oceanview CBO I Ltd.          Comb Sec BBB-         AA+
Orient Point CDO Ltd.         A-1NVA   AA+          AAA
Orient Point CDO Ltd.         A-1NVB   AA+          AAA
Orient Point CDO Ltd.         A-1V     AA+          AAA
Orient Point CDO Ltd.         A-2      A-           AAA
Orient Point CDO Ltd.         B        BBB          AA  
Orient Point CDO Ltd.         C        BBB-         A   
Orient Point CDO Ltd          D        BB+          A-/WatchNeg
Orient Point CDO Ltd          E        B+           BBB/WatchNeg
South Coast Funding V Ltd.    C-1      BBB-         BBB
South Coast Funding V Ltd.    C-2      BBB-         BBB
Summer Street 2005-HG1 Ltd.   A-2      AA+          AAA
Summer Street 2005-HG1 Ltd.   B        A+           AA  
Summer Street 2005-HG1 Ltd.   C        BBB+         A   
Summer Street 2005-HG1 Ltd.   D        BB+          BBB
Vertical CDO 2004-1 Ltd.      B        AA-          AA  
Zais Investment Grade Ltd. X  A-3      AA           AAA
Zais Investment Grade Ltd. X  A-4      A-           AA  
Zais Investment Grade Ltd. X  B        BBB-         A-  
Zais Investment Grade Ltd. X  C        CCC+         BBB-  
Zais Investment Grade Ltd. X  D        CCC-         BB+

                     Other Outstanding Ratings

  Transaction                                 Class       Rating
  -----------                                 -----       ------
  ABS Capital Funding II Ltd.                 A-1
AAA                  
  ABS Capital Funding II Ltd.                 A-2
AAA                  
  ABS Capital Funding II Ltd.                 A-3
AAA                  
  Independence VI CDO Ltd.                    A1          AAA  
  Longport Funding Ltd.                       A-1*        AAA   
  Longport Funding Ltd.                       A-1A        AAA     
  Longport Funding Ltd.                       A-1B        AAA   
  Longport Funding Ltd.                       A-2-I*      AAA      
  Longport Funding Ltd.                       A-2-P**     AAA          
  Marathon Structured Finance CDO I Ltd.      A-1         AAA    
  Marathon Structured Finance CDO I Ltd.      A-1Draw     AAA     
  Marathon Structured Finance CDO I Ltd.      A-2         AAA
  Marathon Structured Finance CDO I Ltd.      B           AA     
  Marathon Structured Finance CDO I Ltd.      C           A   
  Mid Ocean CBO 2001-1 Ltd.                   A-2L        CC            
  Mid Ocean CBO 2001-1 Ltd.                   B-1L        CC
  Oceanview CBO I Ltd.                        A-1A
AAA                  
  Oceanview CBO I Ltd.                        B-F
CC                   
  Oceanview CBO I Ltd.                        B-V
CC                   
  Oceanview CBO I Ltd.                        C
CC                   
  South Coast Funding V Ltd.                  A-1         AAA     
  South Coast Funding V Ltd.                  A-2         AAA  
  South Coast Funding V Ltd.                  A-3         AAA     
  South Coast Funding V Ltd.                  B           AA   
  Summer Street 2005-HG1 Ltd.                 A-1         AAA   
  Vertical CDO 2004-1 Ltd.                    A           AAA   
  Zais Investment Grade Ltd. X                A-1a        AAA    
  Zais Investment Grade Ltd. X                A-1b        AAA    
  Zais Investment Grade Ltd. X                A-2         AAA
  Zais Investment Grade Ltd. X                S           AAA


* S&P Ratings Tumbles to 'D' on 82 Classes from 78 RMBS Deals
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings to 'D' on
82 classes from 78 residential mortgage-backed securities
transactions backed by U.S. closed-end second-lien mortgage
collateral.  Specifically, S&P lowered its ratings on 71 classes
from 67 deals to 'D' from 'CCC'.  S&P also lowered its ratings on
three classes from three deals to 'D' from 'B-' and removed these
ratings from CreditWatch negative.

Moreover, S&P lowered its rating on class M-6 from First Franklin
Mortgage Loan Trust Series 2007-FFA to 'D' from 'B' and removed it
from CreditWatch negative.  Additionally, S&P lowered its ratings
on three classes from three deals to 'D' from 'B+' and removed
them from CreditWatch negative, and S&P lowered its rating on
class M-6 from Nomura Asset Acceptance Corp.  Alternative Loan
Trust Series 2007-S1 to 'D' from 'BB-' and removed it from
CreditWatch negative.

Furthermore, S&P lowered its ratings on class M-2 from SunTrust
Acquisition Closed-End Seconds Trust Series 2007-1 and class B-1
from Bear Stearns Mortgage Funding Trust 2007-SL2 to 'D' from 'BB'
and removed them from CreditWatch negative.  Finally, S&P lowered
its rating on class B-1 from SACO I Trust Series 2007-1 to 'D'
from 'BBB+' and removed it from CreditWatch negative.

The downgrades reflect the deteriorating performance of the
collateral pools as monthly net losses continue to significantly
outpace monthly excess interest cash flows, resulting in the
complete write-down of the overcollateralization (O/C) for these
deals.  Some of these transactions have already experienced a
complete write-down to the principal balance of other subordinate
classes over the past few months.  Consequently, the classes
experienced principal write-downs during the March 2008 remittance
period.
     
As of the March 2008 distribution period, cumulative realized
losses ranged from 2.79% (American Home Mortgage Investment Trust
Series 2006-2) to 28.69% (New Century Home Equity Loan Trust
Series 2006-S1) of the original principal balances, and total
delinquencies ranged from 8.76% (Terwin Mortgage Trust Series
2005-9HGS) to 42.78% (Ace Securities Corp. Home Equity Loan Trust
Series 2006-SL2) of the current principal balances.  Seasoning for
these transactions ranges from 10 months (SunTrust Acquisition
Closed-End Seconds Trust Series 2007-1) to 66 months (First
Franklin Mortgage Loan Trust Series 2002-FFA), and these
transactions have outstanding pool factors ranging from
approximately 2.83% (First Franklin Mortgage Loan Trust Series
2002-FFA) to 82.59% (First Franklin Mortgage Loan Trust Series
2007-FFC).  If delinquencies continue to translate into realized
losses, S&P will likely take further negative rating actions on
the other classes from these transactions.

Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral originally
consisted of 30-year, fixed-rate, closed-end second-lien mortgage
loans secured by one- to four-family residential properties.

                         Ratings Lowered

             ACE Securities Corp. Home Equity Loan Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-SL1     M-6                 D              CCC
       2006-SL1     M-7                 D              CCC
       2006-SL2     M-5                 D              CCC
       2006-SL3     M-6                 D              CCC
       2006-SL4     M-7                 D              CCC

              American Home Mortgage Investment Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-2       IV-M-6              D              CCC

                Bear Stearns Mortgage Funding Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SL1     M-2                 D              CCC
       2006-SL2     M-3                 D              CCC
       2006-SL3     M-3                 D              CCC
       2006-SL4     M-3                 D              CCC
       2006-SL5     M-4                 D              CCC
       2006-SL6     M-5                 D              CCC

                             C-BASS

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SL1     B-2                 D              CCC

             CWABS Asset Backed Certificates Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SPS1    M-4                 D              CCC

             CWABS Asset-Backed Certificates Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-SPS2    M-6                 D              CCC

                          FFMLT Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-FFA     B-3                 D              CCC

                First Franklin Mortgage Loan Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2002-FFA     M-3                 D              CCC

                      GSAA Home Equity Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-S1      I-M-6               D              CCC

                           GSAMP Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-S2      M-3                 D              CCC

          Home Equity Mortgage Loan Asset-Backed Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-A       M-7                 D              CCC

                    Home Equity Mortgage Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-HF1     B-1                 D              CCC
       2006-1       M-8                 D              CCC
       2006-2       1M-6                D              CCC
       2006-3       M-5                 D              CCC
       2006-4       M-4                 D              CCC
       2006-5       M-4                 D              CCC
       2006-6       M-4                 D              CCC

                     MASTR Second Lien Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-1       M-2                 D              CCC

              Merrill Lynch Mortgage Investors Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-NCA     B-4                 D              CCC
       2005-NCB     B-4                 D              CCC
       2005-SL3     B-3                 D              CCC
       2006-SL2     M-7                 D              CCC

                Morgan Stanley Mortgage Loan Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-8SL     B-2                 D              CCC
       2006-4SL     B-3                 D              CCC

                New Century Home Equity Loan Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-S1      M-1                 D              CCC

         Nomura Asset Acceptance Corp. Alternative Loan Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-S4      B-1                 D              CCC
       2006-S2      M-5                 D              CCC
       2006-S3      M-5                 D              CCC
       2006-S4      M-6                 D              CCC
       2006-S5      M-3                 D              CCC

                       Ownit Mortgage Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2006-OT1     B-2                 D              CCC

                           SACO I Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-10      I-B-3               D              CCC
       2005-10      II-B-1              D              CCC
       2005-5       I-B-3               D              CCC
       2005-8       B-3                 D              CCC
       2005-9       B-2                 D              CCC
       2005-WM3     B-1                 D              CCC
       2006-10      M-6                 D              CCC
       2006-2       II-M                D              CCC
       2006-4       M-5                 D              CCC
       2006-5       II-M-4              D              CCC
       2006-5       I-M-6               D              CCC
       2006-7       M-3                 D              CCC
       2006-9       B-1                 D              CCC

       Structured Asset Securities Corp. Mortgage Loan Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2005-S4      A                   D              CCC
       2005-S6      B1                  D              CCC
       2005-S7      B                   D              CCC
       2006-ARS1    M4                  D              CCC
       2006-S2      M7                  D              CCC
       2006-S3      M7                  D              CCC
       2006-S4      B1                  D              CCC

                      Terwin Mortgage Trust

                                              Rating
                                              ------
       Series       Class               To             From
       ------       -----               --             ----
       2004-18SL    1-B-4               D              CCC
       2005-11      I-B-4               D              CCC
       2005-11      II-B-2              D              CCC
       2005-9HGS    B-4                 D              CCC
       2006-1       II-B-1              D              CCC
       2006-12SL    M-2                 D              CCC
       2006-4SL     B-1                 D              CCC
       2006-6       I-B-1               D              CCC
       2006-6       II-M-2              D              CCC
       2006-8       I-B-1               D              CCC

      Ratings Lowered and Removed From CreditWatch Negative

           ACE Securities Corp. Home Equity Loan Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-ASL1    M-9                 D              B-/Watch Neg
    2007-SL1     M-8                 D              B+/Watch Neg

               Bear Stearns Mortgage Funding Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-SL1     B-1                 D              B+/Watch Neg
    2007-SL2     B-1                 D              BB/Watch Neg
  
               First Franklin Mortgage Loan Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-FFA     M-6                 D              B/Watch Neg
    2007-FFC     B-4                 D              B-/Watch Neg

                   Home Equity Mortgage Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-2       M-3                 D              B+/Watch Neg

       Nomura Asset Acceptance Corp. Alternative Loan Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-S1      M-6                 D              BB-/Watch Neg

                          SACO I Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-1       B-1                 D              BBB+/Watch Neg

          SunTrust Acquisition Closed-End Seconds Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-1       M-2                 D              BB/Watch Neg

                     Terwin Mortgage Trust

                                          Rating
                                          ------
    Series       Class               To             From
    ------       -----               --             ----
    2007-3SL     B-1                 D              B-/Watch Neg


* S&P Says Market Continued to Reprice Risk in 1st Quarter of 2008
------------------------------------------------------------------
The market continued to reprice risk in the first quarter of 2008,
according to an article published by Standard & Poor's.  The
report, titled "U.S. Investment-Grade Spreads Sector Index Review:
A Challenging Start To 2008," says that risk premiums for U.S.
investment-grade bonds widened 65 basis points in the first
quarter, continuing their upward movement that started at the end
of June 2007.
      
"Global write-downs for banks, brokerages, insurers, and mortgage
companies are already in excess of $250 billion, and more are
expected," said Diane Vazza, head of Standard & Poor's Global
Fixed Income Research Group.  "Fears over banks' capital positions
have pushed spreads wider over the past two quarters."
     
However, while negative pressures on financials continue, the
decline in short-term funding costs and the steepening of the
yield curve are positives for banks' and brokerage firms' profits.  
The three-month LIBOR has fallen 200 bps, and three-month
financial commercial paper have declined 135 bps between the end
of 2007 and April 14, while the slope of the yield curve, measured
by the difference between the 10-year Treasury yield and the
three-month Treasury yield, has increased 173 bps.  S&P expect
that the Treasury yield curve will continue to steepen throughout
2008 and early 2009, reaching 238 bps by the end of the first
quarter of 2009.

Ms. Vazza added, "Nonfinancial spreads have widened substantially
in 2008, with housing-sensitive industries, such as homebuilders
and building materials, having the largest percentage increases.
Industries that benefit from exports have faired relatively better
than those that do not.  And, sectors sensitive to consumer
spending have been hit hard."


* Kevin Kuby Joins Alvarez & Marsal as Firm's Senior Director
-------------------------------------------------------------
Alvarez & Marsal reported that seasoned financial advisor Kevin
Kuby has joined the firm as a senior director.  He is based in
Chicago.
   
Mr. Kuby brings nearly 10 years of financial restructuring
experience advising numerous out-of-court and Chapter 11
proceedings in various industries including automotive, industrial
manufacturing, retail, distribution, steel and healthcare.  He
concentrates on developing business plans and restructuring
strategies, contingency planning, liquidity forecasting
development and analysis, liquidation analysis, implementing
operational improvement strategies for companies in and out of
bankruptcy, providing litigation support services and
investigating fraudulent transactions and preference payments.
   
"Kevin possesses a wealth of experience having advised both global
and middle-market companies on large, complicated restructurings,"
Jeff Stegenga, a managing director and head of the turnaround and
restructuring practice in the firm's Central Region, said.  "His
experience in advisory roles to some of the Midwest's most high
profile restructuring situations is sure to complement our growing
practice in this region of the country."
   
Prior to joining Alvarez & Marsal, Mr. Kuby previously was with
the restructuring practices of FTI Consulting Inc. and
PricewaterhouseCoopers.
   
Mr. Kuby earned a bachelor's degree in economics from the
University of Illinois Champaign-Urbana, and a master's degree in
business administration, with an emphasis in finance and
accounting, from the University of Chicago.  He is a Certified
Turnaround Professional, a Certified Insolvency and Restructuring
Advisor and a member of the Association of Insolvency and
Restructuring Advisors.  Mr. Kuby also serves on the board of
managers for the Boys and Girls Club of Chicago.

                     About Alvarez & Marsal

For 25 years, Alvarez & Marsal -- http://www.alvarezandmarsal.com/  
-- has been working with organizations to tackle complex issues,
boost performance and maximize value for stakeholders.  As an
independent global professional services firm, Alvarez & Marsal
excels at leadership, problem solving and value creation.  Whether
serving in interim management or advisory roles, the firm draws on
a deep operational heritage and hands-on approach to deliver
comprehensive performance improvement, turnaround management and
corporate advisory services to clients ranging from international
enterprises and middle-market companies to public sector and
healthcare entities.

Serving businesses, investors and stakeholders around the world,
Alvarez & Marsal is privately-held and entrepreneurial to the
core, and delivers performance improvement with an edgeTM.  With
1,200 professionals based on four continents, A&M brings a bias
toward action and results.  A&M's global services include
Turnaround and Restructuring Advisory, as well as Interim and
Crisis Management; Performance and Process Improvement;
Transaction and M&A Advisory from pre-acquisition due diligence to
asset sales; Alvarez & Marsal Taxand (founding member of Taxand
global network of independent tax advisory firms in more than 42
countries); Dispute Analysis & Forensics; Real Estate Advisory;
and Technology Asset Management.

Alvarez & Marsal has been consistently recognized for helping
clients drive positive change with international awards from
prestigious organizations and publications, including the
Turnaround Management Association and Private Equity News.


* Cooley Selected to Advise in Several Major Retail Insolvencies
----------------------------------------------------------------
Cooley Godward Kronish's bankruptcy and restructuring group has
been selected as committee counsel in several major retail
insolvencies in recent months.  Led by Partner Larry Gottlieb, the
group is representing creditors' committees for retailers
including The Sharper Image, CompUSA, Lillian Vernon, Harvey
Electronics, The Domain Company, Wickes, Hancock Fabrics, Bombay
Company, Princeton Ski Shops and Levitz Furniture in their
bankruptcy proceedings.

"Cooley is a preeminent advisor to creditors in bankruptcy
situations and we are pleased to be a go-to firm that creditors
turn to for counsel in these proceedings," Mr. Gottlieb said.
"Given the fact that in 2008, the number of retail bankruptcies
and liquidations is expected to reach the highest levels since the
1991 recession, we anticipate a high level of activity for the
remainder of the year."

                   About Cooley Godward Kronish

Cooley Godward Kronish LLP's -- http://www.cooley.com/--    
600 attorneys have an entrepreneurial spirit and deep, substantive
experience, and are committed to solving clients' most challenging
legal matters.  From small companies with big ideas to
international enterprises with diverse legal needs, Cooley has the
breadth of legal resources to enable companies of all sizes to
seize opportunities in today's global marketplace.  The firm
represents clients across a broad array of dynamic industry
sectors, including technology, life sciences, financial services,
retail and energy.

The firm has full-service offices in major commercial, government
and technology centers: Palo Alto, California; New York, New York;
San Diego , California; San Francisco, California; Reston,
Virginia; Broomfield, Colorado; Washington, District of Columbia
and Boston, Massachusetts.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          84       30
AFC Enterprises         AFCE        (40)         155      (20)  
Alesco Financial        AFN      (2,380)       8,935      N.A
APP Pharmaceutic        APPX        (80)       1,077      214
Ariad Pharm             ARIA         (8)         101       65
Avant Immunother        AVAN        (19)          38        7
Bare Escentuals         BARE       (104)         224       84
Blount International    BLT         (54)         412       129
CableVision System      CVC      (5,098)       9,141     (607)
Carrols Restaurant      TAST        (13)         463      (29)
Centennial Comm         CYCL     (1,058)       1,346       26
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (18)         256      (30)
Crown Media HL          CRWN       (684)         676        4
CV Therapeutics         CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Deltek Inc              PROJ        (86)         168      (28)
Denny's Corporation     DENN       (179)         381      (74)
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BAGL        (34)         149        4
Extendicare Real        EXE-U       (31)       1,440      (15)
Gencorp Inc.            GY          (35)         995       91
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (333)
Human Genome Sci        HGSI        (12)         949       47
ICO Global C-New        ICOG       (131)         602      101
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMX         (85)         208       (8)
IMAX Corp               IMAX        (85)         208       (8)
Incyte Corp.            INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      214
IPCS                    IPCS        (40)         547       76
Knology Inc             KNOL        (35)         601        7
Koppers Holdings        KOP         (14)         669      189
Life Sciences Re        LSR          30          202        1
Linear Tech Corp        LLTC       (488)       1,504    1,004
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm           MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
New Flyer Indust        NFI-U       (23)         907       44
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         232     (107)
Primedia Inc            PRM        (144)         257        0
Protection One          PONN        (23)         673        6
Radnet Inc.             RDNT        (70)         434       23
Redwood Trust           RWT        (718)       9,938      N.A.
Regal Entertainment     RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (164)
Rural Cellular          RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (115)       1,049       48
Solutia Inc             SOA      (1,449)       2,638     (293)
Sonic Corp              SONC       (110)         776      (31)
Spectrum Brands         SPC        (141)       3,265      828
Station Casinos         STN        (291)       3,932      (50)
Stelco Inc              STE         (64)       2,657      693
Theravance              THRX        (66)         162       79
Tribune Co              TRB      (3,514)      13,150     (805)
UST Inc.                UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
Westmoreland Coal       WLB        (177)         783      (95)
WR Grace & Co.          GRA        (316)       3,869   (1,057)
XM Satellite            XMSR       (925)       1,609     (403)
ZIX Corp                ZIXI          0           19       (1)

                             *********

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.  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,
Joseph Medel C. Martirez, Ma. Cristina I. Canson, Christopher G.
Patalinghug, 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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