TCR_Public/080514.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, May 14, 2008, Vol. 12, No. 114

                             Headlines

ALLIANT TECHSYSTEMS: S&P Holds BB Ratings on Failed Acquisition
ALLIANT TECHSYSTEMS: Fitch Holds Ratings on Terminated Deal
AMBAC FINANCIAL: May Be Hit by Sinking 2nd Lien RMBS, Moody's Says
AMERICAN MORTGAGE: March 31 Balance Sheet Upside-Down by $23MM
ALBERS MFG: Case Summary & 19 Largest Unsecured Creditors

ALEXANDER VISTA: Case Summary & Nine Known Creditors
AMY ARBUCKLE: Case Summary & 13 Largest Unsecured Creditors
BCE INC: Quebec Court of Appeal Order on Privatization Forthcoming
BEAZER HOMES: Files Fiscal Year 2007 Financial Statements
BELL CP: Voluntary Chapter 11 Case Summary

BIG ROC TOOLS: Case Summary & 20 Largest Unsecured Creditors
BLUE WATER: Files Chapter 11 Plan, Mulls Sale of Business
BLUE WATER: Classification and Treatment of Claims Under Plan
BLUE WATER: Court Sets Plan Confirmation Hearing on June 18
BLUE WATER: Clarifies Objections to Proposed Incentive Payments

BUILDING MATERIALS: To Consolidate BMC West and SelectBuild
BARBARA K ENT: Case Summary & 20 Largest Unsecured Creditors
CABLEVISION SYSTEMS: Gets 97% Stake in Newsday for $650 Million
CARRINGTON LABORATORIES: Auditing Firm Raises Substantial Doubt
CENTERPLATE INC: In Talks with Lenders to Amend Credit Facility

CENTURY INDEMNITY: Fitch Holds 'B-' IFS Rating with Neg. Outlook
CENTURY REINSURANCE: Fitch Holds 'CCC+' IFS Rating; Outlook Neg.
CHAMP CAR: Gallivan Auctioneers Set Asset Auction for June 3
CHARMING SHOPPES: Posts $83.4 Million Net Loss in Fiscal 2008
CHARTER COMMS: Posts $8.4BB Deficit in Q1; Warns of Bankruptcy

CLEAR CHANNEL: Buyer & Banks Settle Financing Dispute, Report Says
COLLINS SIGNS: Awarded $13.8 Million in Nissan Lawsuit
COUDERT BROS: Unsecured Creditors to Get 39% Under Amended Plan
COLEGIO CORAZON: Case Summary & Nine Largest Unsecured Creditors
DANKA BUSINESS: Waiting Period of U.S. Antitrust Review Terminated

DEVCON INT'L: Receives Listing Non-compliance Warning from Nasdaq
DEVCON INT'L: Incurs $600K Stockholder's Deficit in 2008 1st Qtr.
DR HORTON: S&P Lowers Corporate Credit Rating to BB from BB+
DURA AUTOMOTIVE: Voting Creditors Supports Chapter 11 Plan
DURA AUTOMOTIVE: Court Confirms Chapter 11 Plan of Reorganization

DUTCH HILL: Moody's Cut Ratings on Credit Quality Deterioration
ECOMARES INC: Shareholder Sues After Ch. 15 Case Dismissal
ELECTRONIC DATA: Inks $14 Billion Merger Deal with Hewlett-Packard
ENERGY TRANSFER: March 31 Balance Sheet Upside Down by $43.7 Mil.
FEDDERS CORP: Wants to Liquidate All Assets Under Trust Pact

FOCUS ENHANCEMENTS: Posts $6 Million Net Loss in 1st Quarter 2008
FORD MOTOR: Urges Shareholders to Take No Action on Tracinda Offer
FRONTIER AIRLINES: Allowed to Hire Epiq Bankr. as Claims Agent
FRONTIER AIRLINES: Can Hire Faegre & Benson as Special Counsel
GENERAL MOTORS: May Use $7BB Undrawn Loans Upon Industry Downturn

GLOBAL BEVERAGE: Turner Stone Expresses Going Concern Doubt
GRAHAM PACKAGING: March 31 Balance Sheet Upside-Down by $771.5MM
GRAN TIERRA: To Restate Financial Statements in 10-K Form Filing
GREATER BIBLE WAY: Voluntary Chapter 11 Case Summary
HALCYON SECURITIZED: Moody's Lowers Ratings on Four Classes to Ca

HANESBRANDS INC: S&P Lifts Corporate Credit Rating to BB- from B+
HIGH ARCTIC: Gets May 30 Extension to Meet Loan Covenants
HILEX POLY: Files Joint Prepackaged Chapter 11 Plan
HILEX POLY: Disclosure Statement Hearing Set for June 12
HOME INTERIORS: Taps Hunton & Williams as Lead Counsel

HOME INTERIORS: Wants to Hire Rochelle Hutcheson as Counsel
HOME INTERIORS: Wants to Hire Boulder as Biz Consultant & CRO
IAC/INTERACTIVECORP: Ends Spin-off Squabble with Liberty Media
IDLEAIRE TECHNOLOGIES: Files Chapter 11 Protection in Delaware
IDLEAIRE TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors

IMAX CORPORATION: March 31 Balance Sheet Upside-Down by $95MM
INDYMAC BANCORP: Posts First Quarter Loss of $184.2 Million
INDYMAC BANCORP: S&P Puts Rating at D on Dividend Suspension
INFINITY ENERGY: Has Until May 31 to Cure Loan Agreement Defaults
INTERPHARM HOLDINGS: Tullis-Dickerson Declares 18% Equity Stake

INTERPHARM HOLDINGS: Aisling Capital Declares 18.5% Equity Stake
JO-ANN STORES: Improved Credit Metrics Cue S&P to Lift Ratings
KIWA BIO-TECH: Mao & Company Expresses Going Concern Doubt
KOPPERS HOLDINGS: March 31 Balance Sheet Upside-Down by $7.6MM
LEVITT AND SONS: Wachovia Disputes Homebuyers' Senior Lien Claims

LEVITT AND SONS: Wants to Extend Plan-Filing Deadline to June 27
LEVITT AND SONS: Wants Claims Bar Date Extended to Sept. 30
LEVITT AND SONS: Depositors Panel Wants Expanded Responsibilities
LIBERTY MEDIA: Ends Spin-off Squabble with IAC/InterActiveCorp
LINENS N THINGS: Wants to Set Auction Procedures for 120 Stores

LINENS N THINGS: Interested Parties Balk at Proposed Store Sales
LINENS N THINGS: U.S. Trustee Appoints 7-Member Creditors Panel
MARATHON HEALTHCARE: U.S. Trustee Forms Seven-Member Committee
MARATHON HEALTHCARE: Committee Wants Zeisler & Zeisler as Counsel
MARSHALL HOLDINGS: Madsen Expresses Going Concern Doubt

MBIA INC: Posts Third Consecutive Quarterly Loss at $2.4 Billion
MBIA INC: Could Be Affected by Sinking 2nd Lien RMBS, Moody's Says
MEDICAL SOLUTIONS: Wolf & Company Expresses Going Concern Doubt
MKP CBO: Moody's Downgrades Ratings on  Credit Quality Erosion
ML CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating

MORTGAGE ASSISTANCE: Sutton Robinson Expresses Going Concern Doubt
NORTH COVE: Fitch Junks Five Ratings, Removes Negative Watch
NPS PHARMA: Reports Errors in Financial Results Ended Dec. 31
OMNOVA SOLUTIONS: S&P Holds 'B+' Rating; Revises Outlook to Neg.
OPTIMUM INSURANCE: A.M. Best Lifts IC Rating to bb+ from bb-

ORLEANS HOMEBUILDERS: Gets Temporary Waiver for Credit Facility
PINE MOUNTAIN: Moody's Downgrades Ratings on Two Classes to Caa2
PINNACLE FOODS: Debt Reduction Efforts Cue S&P's Positive Outlook
POPE & TALBOT: Court Converts Case to Chapter 7 Liquidation
POPE & TALBOT: PwC Requests Appointment as CCAA Receiver

PRC LLC: Committee Can Employ Halperin Battaglia as Counsel
PROSPECT MEDICAL: Continues Covenant Waiver Talks with Lenders
PRIMEDIA INC: March 31 Balance Sheet Upside-Down by $136.8 Million
PRIMEDIA INC: Taps Barber as Chief Accounting Officer, Treasurer
PRECISION PRODUCTS: Case Summary & 20 Largest Unsecured Creditors

QCA HEALTH: A.M. Best Affirms 'bb+' Issuer Credit Rating
REFCO INC: Refco Commodity Management Files Liquidation Plan
REFCO INC: June 12 Confirmation Hearing on Refco Commodity Plan
REFCO INC: RCMI to Assign Partnership Stake to IDS Futures
REFCO INC: Credit Suisse et al. Also Want Classified Documents

RH DONNELLEY: Unit Launches Exchange Offers to Refinance Sr. Notes
SADLER HOMES: Case Summary & Six Largest Unsecured Creditors
SANDRIDGE ENERGY: S&P Rates Proposed $500MM Unsecured Notes B-
SEA CONTAINERS: Wants Court to Approve SCL and GECC Global Pact
SEAENA INC: Weaver & Martin Expresses Going Concern Doubt

SECURITIZED ASSET: Fitch Affirms Junked Ratings on Six Classes
SIRIUS SATELLITE: March 31 Balance Sheet Upside-Down by $839.4MM
SIRVA INC: Emerges from Chapter 11 Protection in New York
SIRVA INC: Will No Longer Proceed with Public Offering Plan
SIRVA INC: 360networks Panel May Get $1.5MM in Preference Action

SOCIAL ENRICHMENT: Case Summary & 12 Largest Unsecured Creditors
SOLAR COSMETIC: Court OKs Interim Use of KeyBank's DIP Fund
SONA MOBILE: Losses Prompt Going Concern Opinion
SOUTH COAST: Moody's Lowers Ratings on Two Note Classes to Ca
SOVEREIGN CAPITAL: Fitch Affirms 'BB' Rating on Preferred Stock

SOVEREIGN REAL: Fitch Holds 'BB+' Rating on Preferred Stock
SPEEDEMISSIONS INC: Tauber & Balser Expresses Going Concern Doubt
SPORTS AUTHORITY: S&P Cuts Rating to B- on Performance Downturn
SPRINT NEXTEL: Posts $505 Million Net Loss in 1st Quarter 2008
SPRINT NEXTEL: iPCS Files Lawsuit Over Clearwire Transaction

STANDARD PACIFIC: 1st Qtr. 2008 Net Loss Grows to $216.4 Million
STANDARD PACIFIC: Bank Group Agrees to Extend Waiver to August 14
STANDARD PACIFIC: Sudden Capital Needs Prompt Sale Plan
STRIKEFORCE TECH: Li & Company Expresses Going Concern Doubt
SUN-TIMES MEDIA: Will Not Cure NYSE Listing Non-Compliance

TAHITI GARDENS: Case Summary & 12 Largest Unsecured Creditors
TIDELANDS OIL: Malone & Bailey Expresses Going Concern Doubt
TOLL BROTHERS: Says 2nd Qtr. Home Building Revenues Down 30%
TOPANGA CDO: Moody's Junks $26MM Note; To Review Rating
TORO ABS: Moody's Downgrades Ratings on Seven Note Classes

TRANSMERIDIAN INC: Sale Efforts Collapse; Seeks Capital Infusion
TRIBUNE CO: Sells 97% Stake of Newsday to Cablevision for $650MM
TRIBUNE CO: $650MM Newsday Sale Won't Affect S&P's 'B-' Rating
TROPICANA ENT: Parties Have Until May 23 to Object to DIP Funding
TTM TECHNOLOGIES: S&P Rates $155MM Senior Notes 'BB-'

TTSF LP5: Voluntary Chapter 11 Case Summary
TOUSA INC: Wants Exclusivity Periods Stretched to October 25
TOUSA INC: Termination Date Further Extended to May 23
TOUSA INC: Seeks Permission to Continue Using Cash Collateral
VALLEJO CITY: Unions Agree to $10,000,000 in Wage Concessions

VARICK STRUCTURED: Moody's Chips Ratings on Two Note Classes to B3
VERTICAL ABS: Moody's Cuts Rating on $5MM Notes to C from Caa1
VERTICAL COMPUTER: Malone & Bailey Raises Substantial Doubt
VICORP RESTAURANTS: Panel Wants to Hire Milbank Tweed as Counsel
VICORP RESTAURANTS: Can Hire Wells Fargo Trumbull as Claims Agent

WASHINGTON MUTUAL: Moody's Holds 'BB+' Rating on Class B-5 Certs.
WEST PANOLA: Case Summary & Two Largest Unsecured Creditors
WORLD HEART: TSE Reviews Eligibility for Continued Listing
XM SATELLITE: March 31 Balance Sheet Upside-Down by $1.1 Billion
ZAIS INVESTMENT: Moody's Junks Baa1 Rating on $21MM Class C Notes

ZIEGLER ENTERPRISES: Voluntary Chapter 11 Case Summary

* S&P Downgrades Ratings on 59 Classes from 15 RMBS Transactions
* S&P's Current Non-Default Ratings of US Corporates Falls by 23
* S&P Says Sharpened Top-Down Focus on Risk Mngt. is Essential

* Massachusetts Q1 2008 Foreclosures Break Another Record

* Kilpatrick Stockton and Muldoon Murphy Join Forces

* Upcoming Meetings, Conferences and Seminars

                             *********

ALLIANT TECHSYSTEMS: S&P Holds BB Ratings on Failed Acquisition
---------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
the 'BB' corporate credit rating and 'BBB-' senior secured debt
rating, on Alliant Techsystems Inc.  The ratings are removed from
CreditWatch, where they were placed with negative implications on
Jan. 9, 2008.  The outlook is stable.
     
At the same time, Standard & Poor's raised its ratings on ATK's
senior subordinated debt to 'BB-' from 'B+', one notch lower than
the corporate credit rating.  S&P assigned a '5' recovery rating,
indicating that lenders can expect modest (10%-30%) recovery in
the event of a payment default.
      
"The affirmation follows the announcement that the Canadian
regulatory authorities denied ATK's proposed acquisition of two
divisions of MacDonald, Dettwiler and Associates Ltd.," said
Standard & Poor's credit analyst Christopher DeNicolo.  The
proposed $1.3 billion acquisition would have been financed largely
with debt, resulting in a significant deterioration in credit
protection measures.  However, the acquired units would have
improved ATK's position in the satellite and space exploration
markets.  The acquisition was, by far, the largest attempted by
ATK.  The failure of the transaction to close will require a
$6.6 million pretax charge to be taken in the fiscal 2008
fourth quarter (ended March 31, 2008).
     
The ratings on ATK reflect a somewhat aggressively leveraged
balance sheet, limited program diversity, and an active
acquisition program, but benefit from leading market positions,
satisfactory profitability, and a generally favorable environment
for defense spending.  ATK is the leading manufacturer of solid
rocket motors for space-launch vehicles and strategic missiles and
is second in the market for tactical missiles.  In addition, the
company is the largest provider of small-caliber ammunition to the
U.S. military (14% of fiscal 2007 sales) and has strong positions
in tank and other types of ammunition.
     
Edina, Minnesota-based ATK's revenues have more than tripled since
2000 mostly as a result of a series of acquisitions that have
improved product and program diversity, but also because of good
organic growth.  Acquisitions in the high-priority precision-
guided munitions area have enabled the company to win key
contracts for advanced guided missiles and mortars.  Other
acquisitions have bolstered ATK's R&D and hypersonic propulsion
capabilities, and added new products such as satellite components
and propellant tanks.
     
S&P expect satisfactory profitability and cash flows, along with
some debt reduction, to result in a steadily strengthening credit
profile, despite possible share repurchases and likely small to
moderate-size debt-financed acquisitions.  S&P could revise the
outlook to negative if leverage increases materially to fund a
major acquisition.  Although less likely, the outlook could be
revised to positive if the company uses excess cash flows to
materially reduce debt, resulting in a sustainable improvement in
credit protection measures.


ALLIANT TECHSYSTEMS: Fitch Holds Ratings on Terminated Deal
-----------------------------------------------------------
Fitch has affirmed and removed the ratings of Alliant Techsystems
from Rating Watch Negative following the announced termination of
the acquisition of the Information Systems and Geospatial Services
divisions of MacDonald, Dettwiler and Associates, Ltd.  The
ratings had been placed on Rating Watch Negative on Jan. 9, 2008.

  -- Issuer Default Rating at 'BB';
  -- Senior secured term loan at 'BBB-';
  -- Senior secured revolver at 'BBB-';
  -- Convertible senior subordinated notes at 'BB-';
  -- Senior subordinated notes at 'BB-'.

Approximately $1.5 billion of debt outstanding is affected by the
ratings. The Rating Outlook is Stable.

On May 8, 2008, the Canadian Investment Review authorities
provided their final decision on ATK's proposed acquisition of the
Information Systems and Geospatial Services divisions of MDA for
C$1.325 billion.  The Canadian Minister of Industry denied
permission for the sale to proceed and ATK has terminated the
transaction. The company will take a $6.6 million pre-tax charge
to earnings for transaction related expenses in 4FQ08.

There are no substantial credit implications as a result of the
sale not going through.  The company's operating and financial
profile remains within Fitch's expectations.  ATK's ratings are
supported by solid free cash flow and adequate credit metrics for
the rating; high levels of spending for munitions and missile
defense; ATK's position in the NASA budget; ATK's role as a sole
source provider for over two-thirds of its sales to the US
Government; and pension plan funding status.  Concerns focus on
leverage; potential budgetary pressures going forward,
particularly for missile defense and NASA; a lack of diversity
compared to other large and medium sized defense contractors; the
amount of revenue generated by operations in Iraq and Afghanistan;
and commodities exposure.

The Stable Rating Outlook reflects the current strong defense
spending environment, U.S. Army training requirements that should
result in continued high usage of munitions, and the general level
of the company's credit metrics for the rating category.


AMBAC FINANCIAL: May Be Hit by Sinking 2nd Lien RMBS, Moody's Says
------------------------------------------------------------------
Moody's Investors Service published a special comment entitled
"U.S. Subprime Second Lien RMBS Rating Actions Update", which
highlights the persistent poor performance and continued downward
rating migration among 2005-2007 vintage second lien mortgage
securities.  Moody's notes that financial guarantors have
significant exposure to second lien RMBS, primarily through
guaranties on direct RMBS transactions, and to a lesser extent,
through exposure to ABS CDOs, where second lien RMBS securities
typically constitute less than 5% of collateral within such CDOs.

Moody's loss expectations for this asset class are higher than
previously anticipated, owing to worse-than-expected performance
trends.  This could have material implications for the estimated
capital adequacy of financial guarantors most exposed to this
risk.  In recent announcements of first-quarter 2008 earnings,
MBIA and Ambac both reported material credit impairment losses on
ABS CDOs and loss reserve charges on direct RMBS exposures,
including second lien securitizations.  

Moody's said that incurred losses within both firms' direct RMBS
and ABS CDO portfolios are now meaningfully higher than the rating
agency's prior expected-case loss estimates, elevating existing
concerns about capitalization levels relative to the Aaa
benchmark.  Moody's intends, in the short term, to assess whether
worsening performance in this sector is likely to be material for
exposed financial guarantors, and will update the market as
appropriate.

In its report published earlier, Moody's notes that based on
losses to date, the level of serious delinquency, and the
remaining unpaid pool balances on rated second lien transactions,
the rating agency has increased its loss projections on loan pools
backing subprime second lien RMBS.  Moody's now expects 2005
vintage subprime second lien pools to lose 17% on average, 2006
vintage pools to lose 42% on average, and 2007 pools to lose 45%
on average.

However, Moody's expectations on individual transactions can vary
significantly around these average loss estimates, based on the
quarter of origination and deal- and issuer specific
characteristics, with the worst performing deals issued in
2006/2007 now expected to lose more than 60% of their original
pool balance.


AMERICAN MORTGAGE: March 31 Balance Sheet Upside-Down by $23MM
--------------------------------------------------------------
American Mortgage Acceptance Company reported on Friday financial
results for the first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$576.4 million in total assets and $599.4 million in total
liabilities, resulting in a $23.0 million total stockholders'
deficit.

The company reported a net loss of $29.0 million on interest
income and other revenues of $10.7 million for the first quarter
ended March 31, 2008, compared with net income of $5.2 million on
interest income and other revenues of $12.5 million in the same
period last year.

Results for the first quarter of 2007 includes income from
discontinued operations of $3.5 million associated with the
company's economic interest in the Concord portfolio which was
sold to an affiliated party in 2007.

The decline in revenues during the three months ended March 31,
2008, as compared to the same period in 2007, resulted primarily
from the sale of assets during the latter half of 2007 and the
beginning of 2008 as a result of current market conditions and
short-term liquidity issues.

AMAC's net loss for the three months ended March 31, 2008, were
impacted by impairments recorded for certain of the company's
mortgage loans and the declines in the fair value of the company's
Commercial Mortgage-Backed Securities (CMBS) investments totaling
$26.5 million, as well as losses incurred upon the termination of
certain interest rate swaps totaling $2.6 million.

During 2008, the company terminated certain swap contracts
resulting in $7.5 million of termination costs, of which
$2.6 million are recorded in "other losses" in 2008.  The balance
in 2007 relates to the change in the fair value of free-standing
derivatives.

"With the continued market volatility, AMAC incurred further
losses from mark-to-market adjustments of certain investments this
quarter," said J. Larry Duggins, chief executive officer and
president of AMAC.  "We continue to focus on stabilizing AMAC's
balance sheet, de-leveraging and exploring all strategic options
to preserve the value of our company."

              2007 Audit Report of Deloitte & Touche
               
As reported in the Troubled Company Reporter on April 9, 2008,
Deloitte & Touche LLP, in New York, said that developments in the
credit markets have reduced the company's liquidity.  Declining
interest rates coupled with widening credit spreads have led to
reduced asset values.  In order to meet margin calls on the
company's leveraged assets, the company has been required to sell
assets and record losses.  Further reductions in asset values or
further margin calls may require the company to continue to sell
assets and realize further  losses.  As a result, the company has  
suspended investment activity in order to manage liquidity until  
market conditions improve.

                         Sources of Funds

As of March 31, 2008, the company's credit facilities consisted of
repurchase facilities and a related party line of credit.  The
company had $1.2 million available to borrow from its related
party line of credit, subject to approval of Centerline Holding
Company.  

A) Repurchase Facilities

At March 31, 2008, the company had total outstanding borrowings of
$79.5 million under its repurchase facilities with Citigroup and
Bear Stearns.

For the quarter ended March 31, 2008, there were net cash payments
of $12.5 million due to margin calls/margin receipts on the
company's repurchase facilities.  Should market interest rates
and/or prepayment speeds on the company's investments continue to
increase, margin calls on its repurchase agreements could
substantially increase, causing an adverse change in the company's  
liquidity position and strategy.  

B) Related Party Line of Credit

The company finances its remaining investing and operating
activity primarily through borrowings from its $80.0 million with
Centerline Holding Company.  As of March 31, 2008, the amount
outstanding was $78.8 million with an interest rate of 5.70%.

As of March 31, 2008, the company failed to meet certain of its
covenant compliance requirments on its related party line of
credit, causing it to be in default of the loan agreement.  While
the company has not been called upon to repay this facility, there
can be no assurance that the company will not be, nor whether the
company will be able to extend the facility upon expiration.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2bd9

                     About American Mortgage

Headquartered in New York, American Mortgage Acceptance Company
(AMEX: AMAC) -- http://www.americanmortgageco.com/-- is a real  
estate investment trust that specializes in originating and
acquiring mortgage loans and other debt instruments secured by
multifamily and commercial properties throughout the United
States.  The company invests in mezzanine, construction and first
mortgage loans, subordinated interests in first mortgage loans,
bridge loans, subordinate commercial mortgage backed securities,
and other real estate assets.


ALBERS MFG: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Albers Manufacturing Company, Inc.
        85 North Central Drive
        O'Fallon, MO 63366

Bankruptcy Case No.: 08-43324

Type of Business: The Debtor manufactures customized electrical
                  enclosures and cooling towers.
                  See http://www.albers-mfg.com/

Chapter 11 Petition Date: May 8, 2008

Court: Eastern District of Missouri (St. Louis)

Debtor's Counsel: Peter D. Kerth, Esq.
                  Gallop, Johnson & Neuman, L.C.
                  101 S. Hanley, Suite 1600
                  St. Louis, MO 63105
                  Tel: (314) 615-6000

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 19 Largest Unsecured Creditors:

   Entity                                   Claim Amount
   ------                                   ------------
Wesco Distribution, Inc.                        $338,228
2820 Market Street
Saint Louis, MO 63103

Joseph T. Ryerson & Son, Inc.                   $248,667
#5 Clinton Street
Box 527
Saint Louis, MO 63102

Rockwell Automation                             $210,069
3196 Riverport Tech Center Drive
Maryland Heights, MO 63043

French Gerleman                                 $207,712
2446 Schuetz Road
Maryland Heights, MO 63043

Copper & Brass Sales, Inc.                      $126,880
P.O. Box 77040
Detroit, MI 48277

Central Steel & Wire Co.                         $71,090
3000 West 51st Street
Chicago, IL 60632-2122

Exact Softward-ERP-NA, Inc.                      $56,755
7701 York Avenue, South Suite 350
Minneapolis, MN 55435-5832

Performance Powder Coating, LLC                  $56,644
8838 Frost Avenue
Saint Louis, MO 63134

Cincinnati Fan & Ventilator Co.                  $54,410
P.O. Box 640338
Cincinnati, OH 45264-0338

ITRON, Inc.                                      $51,652
Attn: Shawnee
Carroll/Logistics
313 N. Highway 11
West Union, SC 29696

States Division of Megger                        $49,456
4271 Bronze Way
Dallas, TX 75237

Finn-Power International, Inc.                   $44,994
555 W. Algonquin Rd.
Arlington Heights, IL 60005

US Metals & Supply, Inc.                         $42,186
311 S. Sarah St.
Saint Louis, MO 63110

Tecumseh Compressor Company                      $40,913
100 East Patterson Street
Tecumseh, MI 49286

Metals USA Carbon Flat Rolled                    $40,218
1070 West Liberty Street
P.O. Box 999
Wooster, OH 44691-0999

BKD, LLP                                         $37,330
120 West 12th Street, Suite 1200
Twelve Wyandotte Plaza
Kansas City, MO 64105-1936

Eaton Electrical                                 $35,465
1000 Cherrington Parkway
Coraopolis, PA 15108

Cooper B-Line, Inc.                              $30,300
509 West Monroe Street
Highland, IL 62249

ANTHEM                                           $23,609
1831 Chestnut St.
Saint Louis, MO 63103


ALEXANDER VISTA: Case Summary & Nine Known Creditors
----------------------------------------------------
Debtor: Alexander Sales Vista
        2181 Caraway Court
        Corona, CA 92879

Bankruptcy Case No.: 08-15261

Type of Business: The Debtor previously filed for chapter 11
                  protection on July 6, 2006 (Bankr. C.D. Calif.
                  Case No. 06-11700) and April 9, 2008 (Bankr.
                  C.D. Calif. 08-13815).

Chapter 11 Petition Date: May 7, 2008

Court: Central District of California (Riverside)

Judge: Meredith A. Jury

Debtor's Counsel: Todd B. Becker, Esq.
                  Law Offices of Todd B. Becker
                  3750 E. Anaheim Street, Suite 100
                  Long Beach, CA 90804
                  Tel: (562) 495-1500
                  Fax: (562) 494-8904

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Nine Known Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
ADP                                               Unknown
7000 Village Drive
Buena Park, CA 90621

EDD                                               Unknown
1180 Palmyrita Avenue B P.O. Box 5
Riverside, CA 92517

Franchise Tax Board                               Unknown
P.O. Box 942867
Sacramento, CA 94267-0001

Internal Revenue Service                          Unknown
P.O. Box 21126
Philadelphia, PA 19114

Jennifer Roberts                                  Unknown
12103 Sylvan Street
North Hollywood, CA 91626

Knapp Petersen & Clarke                           Unknown
500 N. Brand Blvd., 20th Floor
Glendale, CA 91203-1904

Schaeffer Funds, LLC                              Unknown
c/o Hogan, Rosen, Beckham & Coren, LLP
23975 Park Sorrento, Ste 200
Calabasas, CA 91302-4001

United States Attorney's Office                   Unknown
Tax Division
Room 2315 Federal Building
300 N. Los Angeles St.
Los Angeles, CA 90012

United States Department of Justice               Unknown
Tax Division
Civil Trial Section, Western Region
P.O. Box 683, Ben Frankllin Station
Washington D.C. 20044


AMY ARBUCKLE: Case Summary & 13 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Amy F. Arbuckle and Gary Arbuckle, Jr.
         908 Linden Avenue
         Oak Park, IL 60302

Bankruptcy Case No.: 08-09778

Type of Business: Amy F. Arbuckle is a meteorologist working
                  for WFLD TV while Gary Arbuckle, Jr., owns
                  Arbuckle Chiropractic, P.C.

Chapter 11 Petition Date: April 21, 2008

Court: Northern District of Illinois (Chicago)

Judge: Pamela S. Hollis

Debtor's Counsel: Forrest L. Ingram, Esq.
                  Forrest L. Ingram, P.C.
                  79 W. Monroe Street, Suite 900
                  Chicago, IL 60603
                  Tel: (312) 759-2838
                  Fax: (312) 759-0298

Total Assets: $1,555,050

Total Debts:  $1,866,159

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Sallie Mae 3rd Party Lease       Educational            $53,102
Attn: Claims Department
P.O. Box 9400
Wilkes Barre, PA 18773

Countrywide Home Lending         306 Penbree Circle,    $48,735
Attention: Bankruptcy SV-314B    Bala Cynwyd, Pa.
P.O. Box 5170                    (single family
Simi Valley, CA 93062            home)
                                 Value of security:
                                 $470,000
                                 Value of Senior
                                 Lien: $468,982

Chase                            Credit Card            $33,286
Attn: Bankruptcy Department
P.O. Box 100018
Kennesaw, GA 30156

Wells Fargo Bank                 Line of Credit         $17,765
                                 Credit Card            $12,013

GE Healthcare Financial          Personal guarantee     $23,953
Services                         of equipment
                                 lease for Arbuckle
                                 Chiropractic, P.C.

American Express                 Credit Card            $20,140

AES/University of Pennsylvania   Educational            $19,393

PNC Bank                         Personal guarantee     $13,579
                                 of line of credit
                                 for Arbuckle
                                 Chiropractic, P.C.

Bank of America                  Credit Card            $10,313

CBC/AES/Keystone Best            Educational            $10,000

THD/CBSD                         Credit Card             $8,565

U.S. Small Business              Personal loan           $7,494
Administration

Citibank                         Credit Card             $4,853


BCE INC: Quebec Court of Appeal Order on Privatization Forthcoming
------------------------------------------------------------------
Revenue growth and disciplined cost control at Bell led to steady
financial performance as BCE Inc. (TSX, NYSE: BCE), Canada's
largest communications company, reported last week results for the
first quarter of 2008.

"During the quarter, we made good progress on the completion of
the privatization transaction and delivered solid financial
results, consistent with our plan for the year," said Michael
Sabia, Chief Executive Officer of Bell Canada. "With respect to
the privatization transaction, the Quebec Superior Court approved
the plan of arrangement and dismissed the debentureholders'
lawsuits. The Quebec Court of Appeal hearing has concluded
and the court has indicated that it expects to render a decision
expeditiously. Subject to meeting certain conditions, we will have
received CRTC and Industry Canada approvals and expect the closing
of this transaction before the end of Q2 2008."

The Troubled Company Reporter reported on April 11, 2008, that
Industry Minister Jim Prentice approved the proposed acquisition
of BCE Inc. by an investor group led by Teachers' Private Capital,
the private investment arm of the Ontario Teachers' Pension Plan,
Providence Equity Partners Inc., Madison Dearborn Partners LLC,
and Merrill Lynch Global Private Equity.

On March 31, the TCR disclosed that the Canadian Radio-television
and Telecommunications Commission also approved the proposed
acquisition, subject to certain conditions being met.

"In addition, Bell had its best operating revenue growth in over
two years along with steady EBITDA growth. BCE's earning per share
before special items grew by 9.6%," Mr. Sabia said.

Bell's operating revenues grew 2.3% this quarter to $3,663 million
as growth in wireless, video, data and equipment and other
revenues more than offset declines in local and access and long
distance revenues.

Bell's EBITDA grew by 2.8% to $1,421 million due to a focus on
profitability, cost containment, ARPU growth and lower pension
costs. Bell's operating income was $471 million, or 34% lower than
last year due to higher restructuring and other charges which
included a $236 million charge related to the CRTC's approval of
the use of deferral account funds for the uneconomic
expansion of broadband service to an additional 86 communities.

"In our wireline business, this is the first quarter in over two
years that operating revenues have held steady," said George Cope,
President and Chief Operating Officer of Bell Canada. "Wireline
EBITDA also showed strength with growth of 3.3% based on a strong
performance from our Enterprise and Video units along with lower
labour and pension costs. In addition, significant growth in
winbacks led to fewer residential line losses."

Growth in customer winbacks and the success of The Bell Better
Home(TM) marketing program led to another quarter of year-over-
year improvement in the rate of residential line (NAS) losses.
Total NAS declined by 10.4% over the last twelve months. However,
normalized for the previously announced loss of a major wholesale
customer, and an adjustment to our residential NAS base following
a review of historical records total NAS declined by 6.6%.

"We continued to make operating progress this quarter with a
record Q1 for wireless gross activations. We were pleased that the
momentum we built in the second half of 2007 in acquiring wireless
subscribers continued this quarter and that 82% of our net
activations were on postpaid rate plans.  Customers responded to
our offers and our wide array of new full-function smartphones.
However, the high level of these activations and increased
spending on customer retention and handset upgrades had an impact
on our wireless EBITDA growth this quarter," Mr. Cope said.

The Bell Wireless segment had 351,000 gross activations, or 18.6%
more than last year. Net activations this quarter were 34,000,
significantly higher than the 13,000 net activations experienced
in Q1 2007. Total Bell Wireless operating revenues increased by
8.7% and blended ARPU increased by $0.74 to $52.32.

Bell invested $456 million of capital this quarter, or $85 million
less than last year, with a continued focus on key priorities
including improving the customer experience, enhancing the
wireless network, and continuing the expansion of the Fibre-to-
the-node (FTTN) program.


    Financial Highlights
    --------------------------------------------------------------
                                      Q1 2008   Q1 2007  % change
    ($ millions except per share amounts)
     (unaudited)
    --------------------------------------------------------------
    Bell(i) Operating Revenues         $3,663    $3,579       2.3%
    --------------------------------------------------------------
    BCE(ii) Operating Revenues         $4,391    $4,385       0.1%
    --------------------------------------------------------------
    Bell EBITDA                        $1,421    $1,382       2.8%
    --------------------------------------------------------------
    BCE EBITDA                         $1,750    $1,743       0.4%
    --------------------------------------------------------------
    Bell Operating Income(iii)           $471      $714    (34.0%)
    --------------------------------------------------------------
    BCE Operating Income                 $647      $921    (29.8%)
    --------------------------------------------------------------
    BCE Cash From Operating Activities   $894      $968     (7.6%)
    --------------------------------------------------------------
    BCE Free Cash Flow(3)                ($75)    ($157)     52.2%
    --------------------------------------------------------------
    BCE EPS                             $0.32     $0.62    (48.4%)
    --------------------------------------------------------------
    BCE EPS before restructuring and other
     and net gains on investments       $0.57     $0.52       9.6%
    --------------------------------------------------------------

      (i)   Bell includes the Bell Wireless and Bell Wireline
            segments.

      (ii)  BCE's results for Q1 2007 include Bell, Bell Aliant
            and Telesat while BCE's results for Q1 2008 include
            only Bell and Bell Aliant.

      (iii) Bell operating income for Q1 2008 includes a $236
            million charge related to the CRTC's approval of the
            use of deferral account funds for the uneconomic
            expansion of broadband service to an additional 86
            communities.

On October 31, 2007, BCE completed the sale of Telesat.
Accordingly, BCE's results for Q1 2008 no longer reflect Telesat's
financial results while BCE's results for Q1 2007 include
Telesat's results for the full quarter.

BCE's operating revenue grew to $4,391 million this quarter, or
0.1% higher than last year as revenue growth at Bell and Bell
Aliant was offset by the loss of Telesat's contribution to
revenue. Similarly, BCE's EBITDA grew 0.4% to $1,750 million as
Bell's and Bell Aliant's EBITDA growth this quarter was offset by
the loss of Telesat's contribution to EBITDA. BCE's operating
income decreased by 29.8% to $647 million due to higher
restructuring and other charges at Bell and the loss of Telesat's
contribution to operating income.

BCE's cash from operating activities decreased by 7.6% to $894
million this quarter due mainly to a decrease of $55 million in
the securitization of accounts receivable at Bell Aliant. BCE's
free cash flow improved to negative $75 million this quarter from
negative $157 million in Q1 2007 due primarily to lower capital
spending.

BCE's net earnings per share (EPS) was $0.32 for the quarter
compared to $0.62 for the same period last year. The decrease
relates to higher restructuring and other charges, mainly due to a
$236 million charge related to the CRTC's approval of the use of
deferral account funds for the uneconomic expansion of broadband
service to an additional 86 communities, and higher
depreciation and amortization expense.

EPS before restructuring and other and net gains on investments
was $0.57 in the quarter, or 9.6% higher than $0.52 in Q1 of 2007
as higher EBITDA and lower tax and interest expense more than
offset higher depreciation and amortization expense.

   * Bell Wireline Segment

The Bell Wireline segment had stable revenues and continued to
reduce the number of residential NAS losses this quarter.

     -- Bell Wireline operating revenues increased by 0.1% to
        $2,639 million this quarter as gains in video, data and
        equipment and other revenues offset decreases in local
        and access and long distance revenues. This is the first
        quarter in over two years that Bell Wireline operating
        revenues have not declined.

     -- Bell Wireline EBITDA increased by 3.3% to $1,011 million
        as cost savings, lower net benefit plans costs and
        pricing initiatives more than offset the ongoing erosion
        of our NAS customer base. Bell WirelineEBITDA margin
        improved by 1.2 percentage points to 38.3%.

     -- Bell Wireline operating income was $178 million this
        quarter, a decrease of 58% due to higher restructuring
        and other charges, related mainly to the CRTC's approval
        of deferral accounts funds to be used for the uneconomic
        expansion of broadband service, and higher depreciation
        and amortization expense.

     -- Local and access revenues declined by 6.8% to $848
        million due to ongoing NAS erosion.

     -- After an adjustment of 44,000 lines following a review of
        historical records, residential NAS declined by 106,000
        this quarter, an improvement over the decline of 131,000
        experienced last year reflecting the continued growth in
        customer winbacks and the effectiveness of The Bell
        Better Home(TM) marketing campaign.

     -- Total NAS declined by 10.4% over the last twelve months.
        However, when normalized for the loss of a major
        wholesale customer and the adjustment to residential NAS,
        total NAS line losses were 119,000 this quarter compared
        with 153,000 in the same period last year, representing a
        year-over-year decline of 6.6%.

     -- Long distance revenues declined by 3.9% to $298 million
        this quarter due mainly to ongoing NAS erosion partly
        offset by pricing initiatives.  This is the ninth
        consecutive quarter that long distance revenue erosion
        rates have improved.

     -- Data revenues increased 3.1% to $921 million this quarter
        due to growth in Internet revenues and higher IP
        Broadband revenues partly offset by the further erosion
        of legacy data services.

     -- High-speed Internet subscribers grew by 4.2% to 2,014,000
        with 10,000 net activations during the quarter.

     -- Video revenues increased by 13.4% to $356 million this
        quarter due largely to an ARPU increase of $8 to $65.

     -- Video EBITDA increased by 40% to $77 million this quarter
        due to higher ARPU and cost containment.

     -- Total video subscribers increased by 1,000 this quarter
        to reach 1,823,000, or 0.1% lower than last year.

     -- Video subscriber churn was stable at 1.1%.

   * Bell Wireless Segment

The Bell Wireless segment had its best ever Q1 for gross
activations.

     -- Total gross activations were 351,000 this quarter, or
        18.6% higher than last year.

     -- Total net activations were 34,000 this quarter, a
        significant improvement compared to the 13,000 net
        activations in Q1 last year. Approximately 82% of the net
        activations this quarter were postpaid.

     -- The Bell Wireless client base reached 6,250,000, up 7.4%
        over last year.

     -- Blended churn of 1.6% was unchanged from Q1 2007.
        Postpaid churn increased by 0.1 percentage points to 1.3%
        while prepaid churn decreased by 0.1 percentage points to
        2.8%.

     -- Total Bell Wireless operating revenues grew 8.7% to
        $1.04 billion due to a larger subscriber base and
        stronger equipment sales. Wireless network revenues
        increased by 7.4% to $955 million and wireless equipment
        revenues grew by 29.8% to $74 million due to higher gross
        activations and customer upgrades.

     -- Bell Wireless EBITDA grew by 1.7% to $410 million this
        quarter as higher revenues were partly offset by the
        costs associated with higher levels of gross activations
        and customer upgrades.

     -- EBITDA margins on network revenues this quarter decreased
        by 2.4 percentage points to 42.9% this quarter.

     -- Bell Wireless operating income increased by 0.7% to $293
        million this quarter.

     -- Blended and postpaid ARPU remained relatively stable at
        $52 and $64 respectively while prepaid ARPU increased $2
        to $17.

     -- Cost of acquisition decreased by 5.7% to $396 per gross
        activation, reflecting lower marketing expenses and
        higher gross activations.

   * Bell Aliant Regional Communications

Bell Aliant's revenues increased 1.6% this quarter to $865 million
due to growth in Internet, data and IT services offsetting
declines in local and access and long distance services. Operating
income was $176 million, or 1.1%
lower than the previous year due to higher depreciation and
amortization expense.

   * Telesat

    With the sale of Telesat on October 31, 2007, BCE's results
for Q1 2008 no longer include Telesat's financial results. In Q1
2007, Telesat had revenues of $122 million and operating income of
$38 million.

                            About BCE

Headquartered in Montreal, Quebec, BCE Inc. (TSX/NYSE: BCE) --
http://www.bce.ca/-- is a communications company, providing           
comprehensive and innovative suite of communication services to
residential and business customers in Canada.  Under the Bell
brand, the company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access,
IP-broadband services, information and communications technology
services (or value-added services) and direct-to-home satellite
and VDSL television services.  Other BCE holdings include Telesat
Canada and an interest in CTVglobemedia.

Bell Canada -- http://www.bell.ca/-- is a wholly owned subsidiary  
of BCE Inc.  Bell offers integrated information and communications
technology services to businesses and governments, and is the
Virtual Chief Information Officer to small and medium businesses.  

                           *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2007,
Standard & Poor's Ratings Services kept its ratings on BCE Inc.
and its related entities on CreditWatch with negative
implications, pending the completion of the company's leveraged
buyout by a consortium of private equity investors led by Teachers
Private Capital as announced on June 30, 2007.  As a result of the
proposed LBO, S&P expect reported debt to increase to about CDN$37
billion from about CDN$10 billion at Sept. 30, 2007.

As reported in the Troubled Company Reporter on Sept. 26, 2007,
Standard & Poor's Ratings Services lowered its long-term corporate
credit ratings on BCE Inc. and wholly owned subsidiary Bell Canada
to 'BB-' from 'A-'.


BEAZER HOMES: Files Fiscal Year 2007 Financial Statements
---------------------------------------------------------
Beazer Homes USA, Inc. (NYSE: BZH) filed its annual report on Form
10-K for the year ended September 30, 2007, quarterly report on
Form 10-Q for the quarter ended June 30, 2007 and amended
quarterly reports on Forms 10-Q/A for the quarters ended
December 31, 2006 and March 31, 2007.  These reports reflect the
completed restatement of certain prior periods' financial
statements resulting from the findings of the previously announced
independent investigation by the Audit Committee of the Board of
Directors.

In conjunction with these filings, the Company released its
financial results for the quarter and year ended September 30,
2007. The Company currently expects to report financial results
and file quarterly reports on Forms 10-Q for the quarters ended
December 31, 2007 and March 31, 2008 on, or prior to, May 15,
2008. At that time, the Company also expects to schedule a
conference call to discuss its financial results for the first
half of fiscal 2008.

                           Restatement

As previously announced, during the course of its independent
investigation, the Audit Committee determined that the Company's
mortgage origination practices related to certain loans in prior
periods violated certain applicable federal and/or state
origination requirements. The Audit Committee also discovered
accounting errors and/or irregularities that required restatement
resulting primarily from (1) inappropriate accumulation of
reserves and/or accrued liabilities associated with land
development and house costs ("inventory reserves") and the
subsequent improper release of such reserves and accrued
liabilities and (2) inaccurate revenue recognition with respect to
certain model home sale lease-back transactions. During the course
of the investigation, a continuing interest in the potential
appreciation of model homes sold in these model home sale lease-
back transactions was identified. Due to this continuing interest,
these transactions did not qualify for sale-leaseback accounting
and, instead should have been accounted for as financing
transactions. The restatement of these transactions will relate
primarily to timing differences that have had and will have the
effect of shifting revenue and income from the date of the
original transaction to the future period in which the 'leases'
are terminated.

In conjunction with the restatement of the items above,
corresponding capitalized interest, capitalized indirect costs,
and income tax adjustments were made to the consolidated financial
statements as these balances were impacted by the aforementioned
adjustments. Other adjustments were made to the consolidated
financial statements and condensed consolidated financial
statements relating to corrections of errors, some previously
identified but historically not considered to be material to
require correction and some discovered as part of the restatement
process. Further detail on these other adjustments is available in
the reports filed with the Securities and Exchange Commission.

As a result of these errors and irregularities, the fiscal 2007
Form 10-K includes restated consolidated financial statements for
fiscal 2005 and 2006 and restated Selected Financial Data for
fiscal years 2003 and 2004. In addition, the cumulative effect of
errors and irregularities attributed to periods prior to
October 1, 2002 has been reflected in Selected Financial Data as
an increase to retained earnings at September 30, 2002 of $24.8
million for fiscal years 1998 -- 2002.

The table reconciles net income "as previously reported" to net
income "as restated" for fiscal years 2003 - 2006 (in thousands):

               Net Income, As                       Net Income,
               Previously Reported                  As Restated
               -------------------                  -----------
   Fiscal Year                        Adjustments   
   -----------                        -----------
      2003             $172,745          $(971)      $171,774  
      2004              235,811         10,365        246,176  
      2005              262,524         13,375        275,899  
      2006              388,761        (19,925)       368,836  

Taking into account the entire restatement period through fiscal
year 2006, the cumulative effect of the matters arising from the
restatement is a $27.6 million increase in retained earnings,
shown below (in thousands):
                                                    Cumulative
                                   Fiscal Year(s)   Restatement     
                                      Impacts         Impact    
                                   --------------   -----------
  Retained Earnings at
   September 30, 2006, as reported                  $1,362,958  

  Restatement adjustments:     
  Inventory Reserves                  1998-2006         40,183  
  Model Home Sale-Leaseback           2001-2006        (21,950)  
  Other                               1998-2006          7,895  
  Benefit From Income Taxes           1998-2006          1,466  
  Cumulative Impact of
   Restatement Adjustments                              27,594  

  Retained Earnings at
   September 30, 2006, as restated                  $1,390,552  

The fiscal 2007 quarterly reports include restated condensed
consolidated financial statements for the comparative periods of
fiscal 2007 and 2006. Fiscal 2007 is not included in the table
above because the Company has not previously filed audited
financial statements for fiscal 2007 and therefore fiscal 2007 is
not included as an annual restatement period. The restatement
process did, however, lead to the restatement of the financial
results previously reported for the quarters ended December 31,
2006 and March 31, 2007. These changes resulted in part from the
inventory reserves, model home sale-leaseback transactions and
other adjustments discussed above. More significantly, however,
there were increases in pre-tax inventory impairment charges of
$20.4 million and $25.4 million for the quarters ended
December 31, 2006 and March 31, 2007, respectively. These
increases to inventory impairment charges resulted from both the
impact on inventory balances as a result of the aforementioned
inventory adjustments and the correction of certain capitalized
interest and indirect cost inputs into the cash flow models used
to assess and calculate inventory impairments. Total adjustments
to net income for the first two quarters of fiscal 2007 are shown
below (in thousands):

               Net Loss, As                         Net Loss,
               Previously Reported                  As Restated
               -------------------                  -----------
   Quarter                            Adjustments   
   -------                            -----------
   Q1 2007        ($59,006)            ($20,897)     ($79,903)  
   Q2 2007        ($43,089)            ($14,102)     ($57,191)  

              Identification of Control Deficiencies
                      and Remediation Steps

The Company's management performed an assessment of the
effectiveness of the Company's internal control over financial
reporting as of September 30, 2007. Management concluded that, as
of September 30, 2007, the Company did not maintain effective
internal control over financial reporting because of the
identification of material weaknesses in its internal control over
financial reporting. Further details including control
deficiencies which constituted material weaknesses as of September
30, 2007, are available in Item 9A. Controls and Procedures of the
2007 Form 10-K filed.

The Company's management is committed to achieving and maintaining
a strong control environment and an overall tone within the
organization that empowers all employees to act with the highest
standards of ethical conduct. In addition, management remains
committed to the process of developing and implementing improved
corporate governance and compliance initiatives. The current
management team has been actively working on remediation efforts
to address the material weaknesses, as well as other identified
areas of risk. Key elements of the remediation efforts include,
but are not limited to:

   * Appointment of a Compliance Officer in November 2007
     responsible for implementing and overseeing the Company's
     enhanced Compliance Program.

   * Revision, adoption, disclosure and distribution of an
     amended Code of Business Conduct and Ethics in March 2008;
     launching of comprehensive training program in April 2008
     that emphasizes adherence to and the vital importance of the
     Code of Business Conduct and Ethics in which all employees
     are required to participate.

   * Transfer of administration of Ethics Hotline from officers
     of the Company to an independent third party company in
     March 2008.

   * Withdrawal from the mortgage business in February 2008.

   * Termination of the former Chief Accounting Officer and
     appropriate action, including termination of employment,
     against other business unit employees who violated the Code
     of Business Conduct and Ethics, the hiring of a new,
     experienced Chief Accounting Officer in February 2008,
     creation of Regional CFO positions, and changes in role of
     business unit financial controllers.

   * Reorganization of field operations to concentrate certain
     financial functions into Regional Accounting Centers in
     order to allow a greater degree of control and consistency
     in financial reporting practices.

   * Taking or planning to take in the near term the following
     actions by the new Chief Accounting Officer and Regional
     CFOs:

     -- conducting reviews of accounting processes to incorporate
        technology improvements;

     -- formalizing the process, analytics, and documentation
        around the monthly analysis of actual results against
        budgets and forecasts;

     -- improving quality control reviews within the accounting
        function; and

     -- formalizing and expanding the documentation of the
        Company's procedures for review and oversight of
        financial reporting.

   * Development and/or clarification of existing accounting
     policies related to estimates involving significant
     management judgments, as well as other financial reporting
     areas.

   * Allocation of additional resources within the Audit and
     Controls department to the review of financial reporting
     policies, process, controls, and risks.

                 Ongoing External Investigations

As previously disclosed, the Company and its subsidiary, Beazer
Mortgage Corporation are under investigations by the United States
Attorney's Office in the Western District of North Carolina, as
well as and other state and federal agencies, concerning the
matters that have been the subject of the Audit Committee's
independent investigation. In addition, the Company received from
the Securities and Exchange Commission a formal order of private
investigation to determine whether Beazer Homes and/or other
persons or entities involved with Beazer Homes have violated
federal securities laws, including, among others, the anti-fraud,
books and records, internal accounting controls, periodic
reporting and certification provisions thereof. The Company is
fully cooperating with these investigations which are ongoing. The
Company cannot predict or determine the timing or final outcome of
the investigations or the effect that any adverse findings in the
investigations may have on it.

The Company intends to attempt to negotiate a settlement with
prosecutors and regulatory authorities with respect to the
mortgage origination issues that would allow us to quantify our
exposure associated with reimbursement of losses and payment of
regulatory and/or criminal fines, if they are imposed. However, no
settlement has been reached with any regulatory authority and the
Company believes that although it is probable that a liability
exists related to this exposure, it is not reasonably estimable at
this time.

    Fiscal Fourth Quarter and Full Year 2007 Financial Results

The Company also announced its financial results for the quarter
and year ended September 30, 2007. These results reflect the
aforementioned restatement for applicable periods. Summary results
of the quarter and year, some of which had been previously
disclosed on a preliminary basis, are:

   * Quarter Ended September 30, 2007

Reported net loss of ($155.2) million, or ($4.03) per share,
including pre-tax charges related to inventory impairments and
abandonment of land option contracts of $212.0 million, goodwill
impairments of $23.0 million, and impairments in joint ventures of
$25.5 million. For the fourth quarter of the prior fiscal year,
net income totaled $83.7 million, or $1.99 per diluted share.

   Home closings:    3,949 homes, compared to 6,268 in the fourth
                     quarter of the prior year.

   Total revenues:   $1.10 billion, compared to $1.83 billion in
                     the fourth quarter of the prior year.

   New orders:       982 homes, compared to 1,921 in the fourth
                     quarter of the prior year.

   Net cash provided
   by operating
   activities:       $387.3 million, compared to $237.7 million
                     in the fourth quarter of the prior year.

   * Year Ended September 30, 2007

Reported net loss of $(411.1) million, or $(10.70) per share,
including pre-tax charges related to inventory impairments and
abandonment of land option contracts of $611.9 million, goodwill
impairments of $52.8 million and impairments in joint ventures of
$28.6 million. For the prior fiscal year, net income totaled
$368.8 million, or $8.44 per diluted share.

   Home closings:    12,020 homes, compared to 18,361 in the
                     prior year.

   Total revenues:   $3.49 billion, compared to $5.36 billion in
                     the prior year.

   New orders:       9,903 homes, compared to 14,191 in the prior
                     year.

   Net cash provided
   by operating
   activities:       $509.4 million, compared to net cash used in
                     operating activities of $378.0 million in
                     the prior year.

   * As of September 30, 2007

   Cash and cash
   equivalents:      $459.5 million (including $5.2 million of
                     restricted cash)

   Net debt to
   capitalization:   51.4%

   Backlog:          2,985 homes with a sales value of $838.8
                     million compared to 5,102 homes with a sales
                     value of $1.56 billion as of September 30,
                     2006.

Subsequent to September 30, 2007, the Company has repaid
approximately $95 million in secured notes, pledged $107.0 million
to collateralize its outstanding letters of credit and paid a
consent fee to holders of its Senior Notes and Senior Convertible
Notes and related expenses totaling $21.0 million. As of February
2008, cash pledged to collateralize letters of credit was released
and replaced with real estate assets.

                       About Beazer Homes

Headquartered in Atlanta, Beazer Homes USA Inc., (NYSE: BZH) --
http://www.beazer.com/-- is a single-family homebuilder with  
operations in Arizona, California, Colorado, Delaware, Florida,
Georgia, Indiana, Kentucky, Maryland, Nevada, New Jersey, New
Mexico, New York, North Carolina, Ohio, Pennsylvania, South
Carolina, Tennessee, Texas, Virginia and West Virginia.  The
company also provides mortgage origination and title services to
its homebuyers.

                          *     *     *

As reported in the Troubled Company Reporter on March 7, 2008,
Fitch Ratings downgraded Beazer Homes USA Inc.'s Issuer
Default Rating and other outstanding debt ratings as, including
IDR to 'B+' from 'BB-'; Senior notes to 'B/RR5' from 'BB-';
Convertible senior notes to 'B/RR5' from 'BB-'; and Junior
subordinated debt to 'CCC+/RR6' from 'B'.  Fitch has assigned a
Recovery Rating to Beazer's Secured revolving credit facility of
'BB/RR1' .

The TCR said on Feb. 19, 2008, that Standard & Poor's Ratings
Services lowered its corporate credit and senior unsecured note
ratings on Beazer Homes USA Inc. to 'B' from 'B+'.  The ratings
remain on CreditWatch, where they were placed with negative
implications on Aug. 14, 2007.

The TCR reported on May 8, 2008, that Beazer Homes USA Inc. stated
in a filing with the Securities and Exchange Commission that it
received a default notice from The Bank of New York Trust Company
National Association, the trustee under the indenture governing
the company's outstanding $103.1 million unsecured junior
subordinated notes due July 2036.  The notice alleges that the
company is in default under the indenture because the company has
not provided certain required information, including its annual
audited and quarterly unaudited financial statements.


BELL CP: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Bell CP, Ltd.
        900 RR 620 S., Ste. C101-183
        Lakeway, TX 78734

Bankruptcy Case No.: 08-32210

Chapter 11 Petition Date: May 5, 2008

Court: Northern District of Texas (Dallas)

Debtor's Counsel: Marvin E. Sprouse, III
                  Jackson Walker, LLP
                  100 Congress Ave., Ste. 1100
                  Austin, TX 78701
                  Tel: (512) 236-2088
                  Email: msprouse@jw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


BIG ROC TOOLS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Big Roc Tools, Inc.
        1050 W. Katella Ave. Unit C
        Orange, CA 92867

Bankruptcy Case No.: 08-12407

Type of Business: The Debtor manufactures automotive tools & power
                  tools.

Chapter 11 Petition Date: May 5, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Michael B. Reynolds, Esq.
                  Snell & Wilmer, LLP
                  600 Anton Blvd. Ste. 1400
                  Costa Mesa, CA 92626
                  Tel: (714) 427-7000
                  Email: mreynolds@swlaw.com
                  http://www.swlaw.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
   ------                      ---------------       ------------
DBS Bank                       loan                  $2,953,746
445 S. Figueroa St. Ste. 3550
Los Angeles, CA 90071

John & Shirley Tsai            loan                  $800,000
1612 Holly Ave.
Arcadia, CA 91007

Xiaoshan I/E Trading Co., Ltd. trade debt            $425,366
Flat 4 No. 398 Huiyuan
Building South Tonghui Rd.
Xiaoshan Hangzhou Zhejiang
China 311200

Mansion Tools                  trade debt            $300,000
3870 Delta Ave.
Rosemead, CA 91770

Hsin Tsai Trust                loan                  $140,000

Hangzhou Yuhang Foreign        trade debt            $172,927
Trading, Inc.

Anhul Guangde Zhongding        trade debt            $98,632
Automobile

Rico Tools Co., Ltd.           trade debt            $82,093

Jiaxing Datong Machinery Plant trade debt            $73,825

Changzhou Leader Tools Co.,    trade debt            $69,362
Ltd.

Yongkang Xieheng Industry      trade debt            $61,231

Qingdao Ligon Machine Co.,     trade debt            $50,798
Ltd.

Sino-American Jiaxeng Golden   trade debt            $57,763
Roc

Zhejiang Ruian Yinhong Lock    trade debt            $50,510
Tools Co.

Zhejiang Second Light Industry trade debt            $37,271
I/E

Zhejiang Dinsi Electronic Co., trade debt            $34,032
Ltd.

C&S International Trading Co., trade debt            $33,560
Ltd.

New Mansion Enterprise Co.,    trade debt            $31,910
Ltd.

Quanzhou Hongfan Craft Co.,    trade debt            $31,433
Ltd.

Xian Brightway International   trade debt            $26,184
Trading, Inc.


BLUE WATER: Files Chapter 11 Plan, Mulls Sale of Business
---------------------------------------------------------
Blue Water Automotive Systems, Inc., BWAS Holdings, Inc., Blue
Water Plastics Mexico, Ltd., BWAS Mexico, LLC, and Blue Water
Automotive Systems Properties, LLC, filed with the United States
Bankruptcy Court Eastern District of Michigan on May 9, 2008, a
Joint Plan of Liquidation, which contemplates the going concern
sale of the business to pay off claims from the proceeds of the
sale.

The Debtors have yet to file their liquidation analysis.  The
Debtors, however, have compared their prospects as an ongoing
business enterprise with the estimated recoveries to creditors in
a liquidation scenario and concluded that the recovery for
holders of allowed claims would be maximized in a sale and
liquidation.  To avoid the dissipation of value that would come
through the threatened resourcing of product by some customers,
the Debtors negotiated non-resourcing agreements with
participating customers General Motors Corp., Chrysler LLC and
certain affiliates, and Ford Motor Company.

The proceeds of the sale will be distributed to Citizens Bank,
the lender of the $35,000,000 DIP Loan; holders of allowed
secured claims to the extent of the collateral value; allowed
priority claims; and holders of other allowed claims in order of
priority.  Holders of equity interests in the Debtors will
receive no recovery, but holders of equity interest in BWAS
Mexico and Blue Water Plastics Mexico may receive distributions
if the two entities are included in the sale.

The Liquidation Plan will be effective when:

   1. The Court approves the sale of the Business;

   2. The Court enters an order confirming the Plan; and

   3. The purchaser closes on the sale.

A full-text copy of the Disclosure Statement is available for
free at http://bankrupt.com/misc/bw_disclosurestat.pdf

A full-text copy of the Plan of Liquidation is available for free
at http://bankrupt.com/misc/bw_planofliquidation.pdf

           Participating Customers Set June 30 Deadline

In the disclosure statement explaining the terms of the
Liquidation Plan, the Debtors disclosed that the Participating
Customers have agreed not to resource, provided that Blue Water
meets these milestones in pursuit of a sale of substantially all
its assets to a qualified buyer:

     April 15, 2008   Debtors must obtain a letter of intent for
                      a Sale.

     May 28, 2008     Debtors must obtain a definitive asset
                      purchase agreement and file motion to
                      approve the Sale.

     June 20, 2008    Debtors must obtain an order approving the
                      Sale.

     June 30, 2008    Sale closing.

The Debtors note that if the Participating Customers re-source
their production, their estates will suffer a substantial
decrease in value, because the value of the production contracts
will not be captured in the Sale.

BWASI has engaged Miller Buckfire & Co., LLC, in connection with
the sale process.  Miller Buckfire has assisted the Debtors in,
among other things, identifying potential bidders and soliciting
bids and managing the bidders' due diligence process.

Miller Buckfire is expected to assist the Debtors in negotiating
and finalizing the terms of an APA.  The final APA will be filed
and served for approval of the Court if and when consummated.  
The Debtors intend to work toward execution of an APA with at
least one of the interested parties on or about May 28, 2008.

"Numerous expressions of interest/preliminary letters of intent
were received and reviewed by the Debtors, and a number of
parties are in the process of conducting due diligence towards a
potential purchase," the Debtors said in the Disclosure
Statement.

The Debtors anticipate filing a motion to prohibit any credit
bidding by CIT Equipment Financing and CIT Capital USA, who have
liens on only the Debtors' fixed assets.  The Debtors believe
that permitting CIT Equipment Financing and CIT Capital USA to
credit bid could reduce the value of the Sale by chilling bidding
among parties interested in purchasing all of the Debtors'
assets.

The Debtors also have a non-Debtor Mexican affiliate, Blue Water
Automotive Systems Mexico, S. de R.L. de C.V., which is not a
party to the Chapter 11 cases but which is expected to be part of
the Sale.

           Blue Water Sees Value in Mexico Facilities

The Debtors design, manufacture and supply injection molded
thermoplastic components and assemblies for top automotive
original equipment manufacturers, including the Detroit Three --
Ford, General Motors, Chrysler, which represented 50% of their
business in 2007.

The company's strongest OEM relationship is with Ford, for whom
it is currently launching three major programs with two
additional programs in the development stage.

The company continues to expand existing relationships with
Mercedes-Benz, Valeo, Denso, Volkswagen and other "new domestic"
OEMs and Tier 1 suppliers to diversify revenues and capitalize on
the growth of these customers in the North American market.  

Over the past 15 years, the automotive components suppliers have
consolidated and globalized as OEMs have reduced their supplier
base.  In response to this trend, Blue Water's growth strategy
has focused on leveraging relationships with OEMs to further
penetrate its existing customer base and winning business from
"new domestic" OEMs and Tier 1 suppliers.

Blue Water cites its low cost manufacturing facility in Mexico
City an important piece of its growth plan.  The facility has
available capacity and room for expansion to significantly grow
its existing production capabilities.

BWASI believes it is well positioned to win business in areas
where its design and engineering expertise and advanced
manufacturing equipment and process provide value to OEMs.

                    Means of Implementing Plan

On the effective date of the Plan, any proceeds generated by the
Sale, after satisfaction of all allowed secured claims and
administrative claims, will be transferred to a Creditors'
Trustee.  The Creditors Trustee will be appointed by the
Bankruptcy Court prior to the Effective Date.

The Creditors Trustee will, as representative of the Debtors'
estate, retain and may enforce the rights to commence causes of
action include avoidance actions.  The Creditors Trustee will
also be responsible for:

   (i) preparation and filing of tax returns, on behalf of the
       Debtors, the Estates, and the Creditors' Trust, including
       the right to request a determination of tax liability as
       set forth in Section 505 of the Bankruptcy Code;

  (ii) requesting and receiving of W-9 federal tax forms for any
       party who is entitled to receive distribution on account
       of a claim or equity interest;

(iii) final administration of employee benefits if any, and
       effecting the final administration and termination of all
       Compensation and Benefit Plans;

  (iv) payment of post-confirmation fees due to the Office of the
       United States Trustee;

   (v) filing of status reports with the Court or other parties-
       in-interest on a quarterly basis including a summary of
       any disbursements or receipts;

  (vi) any duty of care, loyalty or other duty imposed or imputed
       by law;

(vii) responding to inquiries of creditors; and

(viii) collecting and liquidating assets not included in the
       Sale.

The Creditor's Trustee may retain attorneys, accountants,
advisors, expert witnesses, and other professionals as he/she
will consider advisable without necessity of approval of the
Bankruptcy Court.  Persons who served as professionals to the
Official Committee of Unsecured Creditors or the Debtors prior to
the Effective Date may serve the Creditors' Trustee and
professionals retained by him or her will be paid by him or her
in the ordinary course from amounts held in the Creditors' Trust.

The Creditors Committee will be dissolved on the Effective Date.  
The Debtors, other than, possibly, Blue Water Plastics Mexico and
BWAS Mexico will also be deemed dissolved.

                  About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News, Issue
No. 14, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BLUE WATER: Classification and Treatment of Claims Under Plan
-------------------------------------------------------------
The significant debt obligations of Blue Water Automotive Systems,
Inc., and its four debtor-affiliates as of their bankruptcy filing
date are:

  A. Creditors Holding Secured Claims:

     CIT Capital USA, Inc.                         $14,981,372

     CIT Group/Business Credit                     $17,560,464

     CIT Group/Equipment Financing Inc.            $14,460,230

     KPS Special Situations Fund II L.P.            $5,000,000
     KPS Special Situations Fund II(a) L.P.

     Microsoft Financing                              $216,049
                                                   -----------
         Total                                     $52,218,115

  B. Creditors Holding Specific Equipment
     Secured Claims (Lease Payments)                  $452,757

  C. Creditors Holding Unsecured Priority Claims      $770,441

  D. Creditors Holding Non-Priority Unsecured
     Claims (Trade Claims)                         $33,572,242

The Debtors' debt to CIT Group/Business Credit has been paid off
in connection with an order approving a $35,000,000 of DIP
financing from Citizens Bank.

The $770,441 listed for unsecured priority claims include some
filed claims the Debtors expect to be reclassified as non-
priority claims.  The $33,572,242 listed for trade claims may be
increased by certain filed claims.

On May 9, 2008, the Debtors filed with the United States
Bankruptcy Court Eastern District of Michigan a chapter 11 plan of
liquidation, which contemplates the sale of the Debtors' business
by June 30, 2008.

The Debtors estimate that as of the effective date of the
Liquidation Plan, these administrative expense claims will be
outstanding:

                                                  Total Amount
                                                  ------------
     Section 503(b)(9) Claims                       $3,053,674
     Accrued Professional Compensation              $1,137,900
     Other Administrative Expense Claims            $1,600,000

In February 2008, the Participating Customers made advances to
Blue Water Automotive Systems, Inc., totaling $3,884,981, which
are deemed to constitute secured advances:

     Participating Customer                       Total Amount
     ----------------------                       ------------
     Ford Motor Company                             $3,884,981
     General Motors Corp.                            1,011,000
     Chrysler                                          708,000

Ford paid on an accelerated basis $2,889,288 of engineering,
design and testing payment, also in connection with the Court's
order approving cash collateral.

BWASI has also borrowed funds from Citizens Bunk under a Court-
approved $35,000,000 DIP Facility.  Certain of the advances were
supported by a guaranty of Ford.  The borrowing is secured on a
superpriority basis by a first lien on substantially all of the
Debtors' postpetition assets, excluding tooling, avoidance
actions and the Debtors' claims against Sama Automotive, and a
second lien of the Debtors' prepetition assets, except for
certain excluded collateral.

The Debtors propose to treat interests and allowed claims in this
manner:

Class Description    Status     Treatment
----- ------------   ------     ---------
  N/A  Administrative 100%       Each Holder of an allowed
       Clams          Recovery   administrative claims will
                                 be paid in full in cash.

  N/A  DIP Facility   100%       The claims will be paid in full
       Claims & Cash  Recovery   in accordance with the Final
       Collateral                DIP Order.
       Lien Claims

  N/A  Priority Tax   100%       Holders of priority tax claims
       Claims         Recovery   will receive either (a)
                                 installment payments in cash of
                                 a total value, as of the
                                 Effective Date, equal to the
                                 allowed amount of the claim,
                                 plus interest, commencing on
                                 the Effective Date, if the
                                 obligation is assumed by
                                 purchaser of the Debtors'
                                 assets; or (b) cash on the
                                 Effective Date of a total value
                                 equal to the allowed amount of
                                 the claim.

  N/A  Other          100%       Holders of Other Priority claims
       Priority       Recovery   will receive (a) installment
       Claims                    payments, to the extent deferred
                                 cash payments are permitted
                                 pursuant to Section
                                 1129(a)(9)(B) of the Bankruptcy
                                 Code, or (b) full payment in
                                 cash of the allowed claims.

   1   Secured        May Be     As of the Effective Date, the
       Claims of      Impaired   holder of the claim will
       CIT Capital               receive, at the election of
       Against                   Properties (after consulting
       Proper                    with the Purchaser), either:
                                 (i) Provided that CIT Capital
                                 does not credit bid at the Sale,
                                 Cash in an amount equal to the
                                 Collateral Value; (ii) the
                                 retention of the holder's lien
                                 on its collateral and deferred
                                 equal monthly payments, the
                                 present value of which monthly
                                 payments will equal the
                                 Collateral Value, commencing on
                                 the first Business Day of the
                                 month following the Effective
                                 Date and continuing for 10 years
                                 from the Effective Date, based
                                 on a 20-year amortization of
                                 the allowed amount, with the
                                 deferred payments calculated at
                                 the lowest market rate of
                                 interest, and further provided
                                 that the unpaid allowed amount
                                 of the allowed secured claim
                                 may be prepaid at any time
                                 without penalty, or (iii)
                                 transfer of title to all or a
                                 portion of the collateral
                                 securing the allowed claim to
                                 the holder thereof, subject to
                                 any preexisting leasehold
                                 rights as may be readjusted to
                                 account for any property (a)
                                 sold by Properties and for
                                 which the liens of CIT Capital
                                 were transferred to the
                                 proceeds of the sale or (b) not
                                 utilized by the Debtors or
                                 Purchaser after the transfer of
                                 such property back to the
                                 holder of the Allowed Claim.

   2   Real Estate    100%       Claims holders will be paid the
       Tax Claims     Recovery;  full amount of the claim,
       Against        Impaired   without interest.
       Properties

   3   Specific       May Be     Each holder of an allowed claim
       Equipment      Impaired   in Class 3 is deemed to be in a
       Secured                   separate subclass.  Claim
       Claims                    holders will receive, except to
                                 the extent the holder agrees to
                                 a different treatment, at the
                                 election of the Debtors (after
                                 consultation with the
                                 Purchaser), either: (i) upon the
                                 sale of the collateral securing
                                 such Allowed Secured Claim, cash
                                 in an amount equal to the  
                                 Collateral Value; or (ii) the
                                 transfer of title to the
                                 collateral securing the claim to
                                 the holder thereof.

   4   Other          May Be     Each claim holder is deemed to  
       Secured        Impaired   be placed in a separate subclass
       Claims                    Each holder will receive,
                                 either: (i) upon the sale of the
                                 collateral securing the allowed
                                 claim, cash in an amount equal
                                 to the Collateral Value; or (ii)
                                 the retention of the holder's
                                 lien on its collateral and
                                 deferred monthly payments, the
                                 present value of which monthly
                                 payments will equal the
                                 Collateral Value commencing on
                                 the first Business Day of the
                                 month following the Effective
                                 Date and continuing for 5 years
                                 from the Effective Date, with
                                 the deferred payments calculated
                                 at the lowest market rate of
                                 interest, and further provided
                                 that the unpaid Allowed Amount
                                 of the allowed secured claim may
                                 be prepaid at any time without
                                 penalty, or, to the extent
                                 the collateral is real property,
                                 the retention of the holder's
                                 lien on its collateral and
                                 deferred equal monthly payments,
                                 the present value of which
                                 monthly payments will equal the
                                 Collateral Value, commencing on
                                 the first Business Day of the
                                 month following the Effective
                                 Date and continuing for 10 years
                                 from the Effective Date, based
                                 on a 20-year amortization of the
                                 Allowed Amount, with the
                                 deferred payments calculated at
                                 the lowest market rate of
                                 interest, and further provided
                                 that the unpaid Allowed Amount
                                 of the Allowed Secured Claim may
                                 be prepaid at any time without
                                 penalty; or (iii) transfer of
                                 the title to the collateral
                                 securing the Allowed Secured
                                 Claim to the holder thereof; or
                                 (iv) other treatment as will
                                 provide the holder with the
                                 indubitable equivalent of the
                                 holder's Allowed Secured Claim.

   5   General        Impaired   Each holder will receive its pro
       Unsecured                 rata share of the subtrust
       Claims                    under Creditors' Trust
                                 established for allowed claims
                                 Payments will be made by the
                                 Creditors' Trustee as soon as
                                 practicable after the Effective
                                 Date as cash becomes available
                                 for substantial distributions,
                                 in accordance with the
                                 Creditors' Trust.

    6   Unsecured     Impaired   Each holder of an allowed claims
        Deficiency               that prior to the Petition Date
        Claims                   was secured by liens on property
                                 of a Debtor but which are no
                                 longer secured, whether in whole
                                 or in part, because the
                                 collateral value is less than
                                 the total amount of the Allowed
                                 claim, will receive its pro rata
                                 share of the subtrust under the
                                 Creditors' Trust established for
                                 allowed claims.

   7   Unsecured      Up to 10%  Each holder will receive 10% of
       Construction   Recovery;  the Allowed Amount of the Claim,
       Claims         Impaired   provided, however, that in no
       Against                   event will the total amount
       Properties                payable to the holders of
                                 payable to the holders of the
                                 claims in Class 7 exceed
                                 $100,000 and if 10% to the
                                 holders would result in an
                                 aggregate total of payments in
                                 excess of $100,000, then each
                                 holder will receive its pro rata
                                 share of $100,000.

   8   Convenience    Up to 50%  Holders of allowed unsecured
                      Recovery;  Claims of (a) $2,000 or less, or
                      Impaired   (b) an amount greater than
                                 $2,000, provided that a holder
                                 may elect to reduce the allowed
                                 amount of the claim to $2,000 by
                                 election on its ballot, will
                                 receive 50% of the Allowed
                                 Amount of the claim, provided,
                                 however, that in no event will
                                 the total amount payable to the
                                 holders of Allowed Claims in
                                 Class 8 exceed $400,000 and if
                                 payment of 50% to the holders
                                 would result in an aggregate of
                                 payments in excess of $400,000,
                                 then each holder of an Allowed
                                 Claim in Class 8 will receive
                                 its Pro Rata Share of $400,000.

   9   Equity         0%         Holders will neither receive
       Interests      Recovery;  nor retain any property under
       (Other than    Impaired   the Plan.  
       Mexico Equity
       Interests)

   10  Mexico Equity  0 or 100%  In the event that the Mexico
       Interests      Recovery,  Equity Interests are sold in
                      depending  the Sale, the Holders of Mexico
                      on         Equity Interests will receive
                                 the proceeds of the Mexico
                                 Equity Interests to the extent
                                 they exceed the Collateral
                                 Value.  In the event the Mexico
                                 Equity Interests are not sold
                                 in the Sale, the Holders of
                                 Mexico Equity Interests will
                                 not receive anything on account
                                 of the interests.  

Holders of claims in Classes 5, 6, 7, and 8 are impaired and thus
entitled to vote on the Plan.  To the extent claim holders in
classes 1, 2, 3 and 4 are impaired, they may be entitled to vote
on the Plan.  Holders of Equity Interests in Class 9 are
conclusively deemed to reject the Plan.  Holders of Mexico Equity
Interests will, depending upon the election by the Purchaser
either be conclusively deemed to reject the Plan or are
unimpaired in the event the Mexico Equity Interests are sold in
the Sale.

                  About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News, Issue
No. 14, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BLUE WATER: Court Sets Plan Confirmation Hearing on June 18
-----------------------------------------------------------
The United States Bankruptcy Court Eastern District of Michigan
will convene a hearing June 18, 2008, to consider confirmation of
the Joint Plan of Liquidation of Blue Water Automotive Systems,
Inc., BWAS Holdings, Inc., Blue Water Plastics Mexico, Ltd., BWAS
Mexico, LLC, and Blue Water Automotive Systems Properties, LLC.

The Debtors filed their Liquidation Plan on May 9, 2008.

The Court outlined a Plan Confirmation Schedule that will allow
the Debtors to consummate and close a sale of substantially all of
their assets by June 30.

The Court also set this Plan Confirmation Schedule:

   May 21, 2008  -- Deadline to file objections to final approval
                    of the Disclosure Statement

   May 23, 3008  -- Hearing on the final approval of the
                    Disclosure Statement

   June 10, 2008 -- Deadline to return ballots on the Plan, as
                    well as objections to confirmation of the
                    Plan

                  About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.  (Blue Water Automotive Bankruptcy News, Issue
No. 14, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BLUE WATER: Clarifies Objections to Proposed Incentive Payments
---------------------------------------------------------------
Representing Blue Water Automotive Systems, Inc., and its four
debtor-affiliates, Nicole Y. Lamb-Hale, Esq., at Foley & Lardner,
LLP, in Detroit, Michigan, contends that the Official Committee of
Unsecured Creditors' response to the Debtors' request to pay
incentives to critical employees does not raise issues with
respect to the substance and structure of the incentive payments.  
She notes that the Committee seeks only to prevent preferential
payment of the Incentive Payments over other administrative
expense claims.

The Incentive Payments, if any, will be paid only upon
consummation of a sale of the Debtors' assets, Ms. Lamb-Hale
says.  Pursuant to the Accommodation Agreements with the Major
Customers, a sale must close no later than June 30, 2008.  A sale
is subsequent to the hearing to consider confirmation of the
Debtors' Joint Plan of Reorganization scheduled on June 18, 2008.  
Therefore, because all administrative expenses must be satisfied
upon plan confirmation, which will occur prior to a sale of the
Debtors' assets, the Incentive Payments will not receive
preferential treatment, thus alleviating the concerns of the
Committee, Ms. Lamb-Hale concludes.

In support of their request, the Debtors submitted to the Court a
chart containing supplemental information regarding the Critical
Employees, including (a) the name of the Critical Employee; (b)
present position and responsibilities of the Employee; (c) the
Critical Employee' work experience, with an explanation of how
his experience qualifies or impacts the employee in the present
position; and (d) the length of service with the Debtors.  The
chart is available for free at:

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

Moreover, the Debtors submitted an affidavit of Michael Lord,
their president and chief executive officer, attesting that the
Critical Employees are not insiders; and that the incentive
payments are not retention payments as they will only be paid
upon the Critical Employees (i) perform their duties in a manner
that maximizes the value of the Debtors' estates as determined by
the management team of the Debtors, and (b) are in the employ of
the Debtors' estates as on the successful consummation of a sale
of the Debtors' assets.  The Lord Affidavit also attests to the
fact that none of the Employees are equity holders, creditors,
debtors or guarantors of the Debtors.

In a separate filing, the International Brotherhood of Teamsters
Local Union No. 339, representing 450 people at the Debtors' Port
Huron and Haas Drive Plants, withdrew its objection to the
Motion.  The Teamsters did not cite any reason for its
withdrawal.

As previously reported by the Troubled Company Reporter on
April 21, the Debtors proposed to make incentive payments totaling
US$497,812 to a limited number of critical, non-insider employees.  
The Critical Employees are mid-level employees who are critical to
the day-to-day operations of the Debtors.  The Debtors argued that
the Incentive Payments are necessary to appropriately compensate
the Critical Employees, given the enormous additional burdens
placed on them by these bankruptcy proceedings, and to ensure that
the Employees remain motivated to perform the important tasks
necessary to maintain the value of the Debtors' businesses.

                  About Blue Water Automotive

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

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

Blue Water Automotive and four affiliates filed for chapter 11
bankruptcy protection Feb. 12, 2008, before the United States
Bankruptcy Court Eastern District of Michigan (Detroit) (Case No.
08-43196).  Judy O'Neill, Esq., and Frank DiCastri, Esq., at Foley
& Lardner, LLP, serves as the Debtors' bankruptcy counsel.  
Administar Services Group LLC acts as the Debtors' claims,
noticing, and balloting agent.  Blue Water's bankruptcy petition
lists assets and liabilities each in the range of US$100 million
to US$500 million.

The Debtors filed their Liquidation Plan on May 9, 2008.  The
Court will convene a hearing May 23 to consider approval of the
Disclosure Statement explaining the Plan, for voting purposes.  
The Court will hold a hearing June 18, 2008, to consider
confirmation of the Plan.  (Blue Water Automotive Bankruptcy News,
Issue No. 14, Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


BUILDING MATERIALS: To Consolidate BMC West and SelectBuild
-----------------------------------------------------------
Building Materials Holding Corporation plans to unify and
streamline its BMC West and SelectBuild operations and position
the company for future growth and value generation.  

The aggregate annual SG&A expense reductions from the plan are
estimated to be in the range of $20 million to $25 million.

"We are conducting a comprehensive analysis of our business and
developing an initial plan for improved profitability and cash
flow to right-size the organization to reflect the current
homebuilding market," Robert E. Mellor, chairman and chief
executive officer, said.  

"While there are considerable external pressures on the markets we
serve, our board and management team are committed to making
internal changes designed to minimize the impact of the downturn
while positioning our company for growth as the market improves,"  
Mr. Mellor stated.

"We expect to see significant improvements in our cash flow as we
execute this plan, which will bring the company's two major
business units into much closer alignment," Stanley M. Wilson,
president and chief operating officer, said.  "BMC West and
SelectBuild have traditionally maintained their independence not
only in terms of branding, but also with regard to strategy,
purchasing, administration and leadership."  

"While maintaining the unique brand identities of BMC West and
SelectBuild, we intend to flatten our management structure and
reduce our operational organization from 13 regions into 7
regions," Mr. Wilson, continued.  "We expect to take advantage of
the new synergies created by this realignment, while also working
to grow the bottom line by leveraging our purchasing power to
improve margins and by streamlining our back-office support
functions to reduce expenses."

The primary components of the plan are:

   A) Organizational Realignment -- The realignment flattens
      BMHC's organizational structure by reducing its existing 13
      regions into 7 regions:

      * Intermountain (Colorado, Idaho, Montana, Utah),
      * Midwest (Illinois),
      * Northwest (Oregon, Washington),
      * Pacific (California, Northern Nevada),
      * Southeast (Florida),
      * Southwest (Arizona, Southern Nevada),
      * Texas

   B) Business Unit Closings and Consolidations -- Upon completion
      of thorough evaluation, the company expects a number of
      under performing business units to be shut down.  These
      units were determined to be performing below expectations
      and, in aggregate, have incurred losses both for the full
      year 2007 and the first quarter of 2008.

      The units identified to date for potential shutdown
      represent approximately $120 million of 2007 sales,
      $19 million of 2007 SG&A expense, $12 million of 2007
      operating loss and have approximately 700 employees.

      In addition, another group of business units have been       
      identified to date for potential consolidation into other
      operations.  In 2007, these units had sales of approximately
      $435 million, SG&A expense of $36 million, operating income
      of $11 million, and they have approximately 1,300 employees.

   C) Consolidation of Administrative Functions -- SelectBuild's
      accounting, accounts payable, purchasing, payroll and
      information technology support will be absorbed into the
      existing corporate support operations.  Centralization of
      these functions allows operations employees to focus on
      customer service without needing to dedicate time to
      administration.

The company relates that this plan would create opportunities to
better serve national homebuilders and large contractors with its
full range of bundled products, services and pricing options.  

BMHC expects to realize improved operating margins through
utilization of distribution and cross-selling synergies between
BMC West and SelectBuild, well as from its consolidated
administrative functions and unified purchasing power.

"With the centralization of administrative functions, the regional
realignment and the closure or consolidation of certain business
units we expect to be better positioned to focus our unified
vision on maximizing operating efficiencies and growth
opportunities for our core businesses, Mr. Mellor added.

"This plan places a priority on efficient use of capital and
higher returns and should continue to position us for the recovery
of the homebuilding industry," Mr. Mellor said.  The dedication
and creativity of our employees will be key to the success of this
project and to the long-term benefits to our shareholders,
customers and employees."

         About Building Materials Holding Corporation

Based in San Francisco, California, Building Materials Holding
Corporation (NYSE:BLG) -- http://www.bmhc.com-- provides      
residential construction services and building products to
professional homebuilders and contractors in western and southern
regions of the United States.  It operates through two business
segments: SelectBuild and BMC West. SelectBuild provides framing
and other construction services to high-volume homebuilders in key
markets.  BMC West markets and sells building materials,
manufactures building components and provides construction
services to professional builders and contractors through a
network of 41 distribution facilities and 60 manufacturing
facilities.  It provides construction services and building
products in 16 single-family residential construction markets.  In
November 2006, SelectBuild acquired the remaining 49% interest in
BBP companies.  In March 2007, BMHC's subsidiary, SelectBuild
Construction Inc., acquired the remaining 27% of Riggs Plumbing
LLC.

      Lenders Reduces Amount and Maturity of Credit Facility

As reported in the Troubled Company Reporter on March 5, 2008,
Building Materials reached an agreement to amend its senior
secured credit facility as:

     (1) the company's revolving line of credit was reduced to
         $200,000,000 -- from $500,000,000, the revolver matures
         on Nov. 10, 2011; and

     (2) the maturity of the company's term loan was shortened to
         Nov. 10, 2011 -- from Nov. 10, 2013.

Wells Fargo Bank and J.P. Morgan Securities acted as Joint Lead
Arrangers and Joint Book Managers and Wells Fargo Bank served as
Administrative Agent for the transaction.

                             *     *     *

As reported by the TCR on March 18, 2008, Fitch Ratings downgraded
and removed from Rating Watch Negative Building Materials Holding
Corporation's issuer default rating to 'B' from 'B+'; and senior
secured debt to 'B+/RR3' from 'BB-/RR3'. The rating outlook is
negative.

The TCR said on March 17 that Standard & Poor's Ratings Services
lowered its corporate credit rating on BMHC to 'B-' from 'B'.  S&P
also lowered the senior secured bank loan rating to 'B-' from 'B+'
and revised the recovery rating to '4' from '2' -- indicating that
lenders can expect an average (30%-50%) recovery in the event of a
payment default.  S&P also assigned a 'B-' senior secured rating
to the company's amended and restated revolving credit facility,
with a recovery rating of '4'.

Moody's Investors Service, the TCR said March 10, lowered the
ratings of BMHC, including its corporate family rating, to B2 from
B1, its probability-of-default rating to B3 from B2, and its
first-lien bank credit facility rating to B2 (LGD3,
39%) from B1 (LGD3, 38%), concluding Moody's review which
commenced Feb. 13.  The ratings outlook is negative.


BARBARA K ENT: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Barbara K Enterprises, Inc.
        440 West 24th Street No. 16EF
        New York, NY 10011

Bankruptcy Case No.: 08-11474

Type of Business: The Debtor sells power tools for women.  It
                  also licenses its "Barbara K" trademark.
                  See http://www.barbarak.com/

Chapter 11 Petition Date: April 23, 2008

Court: Southern District of New York (Manhattan)

Judge: Martin Glenn

Debtor's Counsel: Scott K. Levine, Esq.
                  Sherri D. Lydell, Esq.
                  Teresa Sadutto-Carley, Esq.
                  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

Total Assets: $60,500 (excluding intellectual property)

Total Debts:  $2,646,489

Debtor's 20 Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Pryor Cashman                                    $600,000
410 Park Avenue, 10th Floor
New York, NY 10022

Hughes Hubbard & Reed, LLP                       $278,000
David Wiltenberg, Esq.
One Battery Park Plaza
New York, NY 10004

Wachovia                                          $52,714
P.O. Box 96074
Charlotte, NC 28296

West 45 APF LLC                                   $45,000
c/o Newark & Co. Real Estate
125 Park Avenue, 11th Floor
New York, NY 10017

Westin Rinehart                                   $33,749
c/o Morris Reid
2001 Pennsylvania Avenue NW, Suite 250
Washington, DC 20006

TMI Association/S. Miyamoto 23                    $27,267

The New York Times                                $26,825

LDI Color Toolbox                                 $21,806

Finkelstein & Newman LLP                          $21,020

Osler Hoskin & Harcourt                           $18,841

Law Firm of Barry Bordetsky                       $16,857

McCaffery Ratner Gottleib Lane                    $16,667

Kim Choi & Lim                                    $16,315

Hamptons Magazine                                 $15,000

Susan Blond, Inc.                                 $15,000

American Express                                  $14,807

Donaldson & Burkinshaw                            $12,744

Tilleke & Gibbins                                 $12,691

Schweitzer Gomman Gross & Bond                     $8,857

Gowlings                                           $8,694


CABLEVISION SYSTEMS: Gets 97% Stake in Newsday for $650 Million
---------------------------------------------------------------
Cablevision Systems Corporation and Tribune Company disclosed a
definitive agreement to form a new partnership through which
Cablevision will acquire approximately 97% of Newsday Media Group.

Newsday was valued at $632 million in the transaction, and Tribune
Company will also receive $18 million at closing as prepaid rent
under certain leases of property used in the business, bringing
the total transaction value to $650 million.

The partnership will add a complementary print and online media
group with diverse, quality local content to Cablevision that
generates substantial operating cash flow and that creates
opportunities to grow Cablevision's advertising, subscription and
content-based businesses.

Newsday is one of the nation's daily newspapers, serving Long
Island and New York City.  In addition to the newspaper and
Newsday.com, Newsday Media Group includes amNY, plus the Star
Community Publishing Group of weekly shoppers and Island
Publications' portfolio of lifestyle magazines.

"Newsday is one of the great names in the history of American
journalism and it is both an honor and privilege to return Newsday
back to Long Island-based ownership after nearly 40 years,"
Cablevision chairman Charles F. Dolan said.  "We admire Newsday's
strong editorial voice and reputation for quality well as its
leadership in print and online journalism.  We are committed to
maintaining Newsday's journalistic integrity and important
position in the marketplace."

"This agreement enables us to maximize the value of Newsday and
still retain an interest in this valuable asset," Tribune chairman
and CEO Sam Zell said.  The newspaper has a unique circulation
base and a tremendously strong local brand -- I expect them to
grow and flourish as a result of this new partnership."

"Both Cablevision and Newsday are in the content, customer
relationship and advertising business and we see this as a
wonderful fit," Cablevision president and CEO James L. Dolan
continued.

Mr. Dolan said adding Newsday Media Group's superb assets to
Cablevision's portfolio presents a multitude of opportunities:

   -- to provide consumers with additional quality content on
      multiple platforms;

   -- expand advertising opportunities for both entities; and

   -- attract a larger audience than either company could on its
      own.

"We strongly believe Newsday Media Group and Cablevision share the
same consumer-focused values, and we look forward to building on
our mutual history in the New York area with these wonderful
assets under the same umbrella," Mr. Dolan said.

For Cablevision, the Newsday partnership adds a complementary
print and online media group with diverse, quality local content
in the New York area.  The combined company will gain significant
opportunities in its advertising-based businesses and
subscription-based businesses, while also adding to its content
portfolio and enhancing its commitment to the local community.
These opportunities include:

   * marketing Newsday more effectively with the ability to reach
     directly hundreds of thousands of Long Island households
     served by Cablevision -- the majority of whom do not  
     subscribe to Newsday;

   * providing enhanced news gathering resources and expertise to
     better serve the New York metro area;
    
   * offering Cablevision's 2.3 million Optimum Online high-speed
     Internet subscribers new interactive and homepage
     opportunities;
    
   * promoting Cablevision's live sports and entertainment assets
     through Newsday's publications, particularly amNewYork, with
     its New York City circulation of more than 300,000;

   * offering advertisers a selection among various media outlets
     that enables each advertiser to most efficiently and
     effectively target its audience;

   * using Newsday's expertise in developing innovative solutions
     for advertisers with its newspapers, magazines and Web sites
     to ensure the best approach to promoting ad insertions on
     Cablevision's 70 most popular cable channels; and
    
   * increasing classified advertising reach through Newsday,
     Cablevision's Optimum Homes and Optimum Autos interactive
     television classified services, and Newsday's Star.

Under the terms of the transaction, Cablevision will have
approximately 97% and Tribune will have approximately 3% of the
equity in a partnership that owns Newsday.  To form the new
partnership, Tribune will contribute the Newsday assets, and
Cablevision will contribute newly issued parent company bonds with
a fair market value of $650 million on the contribution date.

Bank of America has provided a firm commitment to provide
$650 million of senior debt financing, guaranteed by CSC Holdings,
Inc., to the new partnership.  Of that amount, Tribune will
receive $612 million in cash, an equity stake in the partnership
valued at $20 million and another $18 million in prepaid rent
under leases for certain facilities used in the business.  In
addition, Cablevision will provide additional funds to pay certain
transaction costs.

Mr. Dolan indicated that the Newsday businesses will report to
Cablevision chief operating officer Thomas Rutledge.

Banc of America Securities LLC acted as lead financial advisor to
Cablevision and Merrill Lynch & Co. also provided financial
advisory services on the transaction.  Both Hughes Hubbard & Reed
LLP and Sullivan & Cromwell LLP acted as legal counsel to
Cablevision.

Citi acted as the financial advisor to Tribune, and McDermott Will
& Emery Sidley Austin and Paul Hastings acted as legal counsel to
Tribune.

The completion of this transaction is subject to certain customary
closing conditions, including regulatory approval.

The Newsday Media Group Assets are:

   * Newsday -- provides award-winning news and information,
     reaching 1.5 million Long Island adults each week
    
   * amNY -- launched in 2003, has quickly become the largest free
     daily newspaper in NYC with an average weekday circulation of
     335,000
    
   * Newsday Interactive -- includes Newsday.com and other local
     information sites such as ExploreLI.com and
     Newsday.com/NZone, the popular high school sports
     destination.  In March 2008, Newsday.com reached 3.2 million
     monthly unique visitors and delivered over 66 million page
     views
    
   * Star Community Publishing -- the Northeast's weekly shopper
     group with 181 editions and circulation of more than
     2.6 million
   
   * Island Publications -- produces targeted lifestyle magazines
     including Distinction, Wellness, Parents & Children, LI
     Weddings and This Month on Long Island Cablevision Systems
     Corporation

                   About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating            
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                 About Cablevision Systems

Cablevision Systems Corporation (NYSE: CVC) -- is a cable operator
in the United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served approximately 3.1 million basic
video subscribers in and around the New York City metropolitan
area.  Through its wholly owned subsidiary, Rainbow Media Holdings
LLC, Cablevision owns interests in and manages numerous national
and regional programming networks, the Madison Square Garden
sports and entertainment businesses, and cable television
advertising sales companies.  Through Cablevision Lightpath Inc.,
its wholly owned subsidiary, the company provides telephone
services and Internet access to the business market.  The company
operates in three segments: Telecommunications Services, Rainbow
and Madison Square Garden.

As reported in the Troubled Company Reporter on March 11, 2008,
Cablevision Systems Corporation balance sheet at Dec. 31, 2007,
showed total assets of $9.1 billion and total debts of
$14.2 billion, resulting in a $5.0 billion stockholders' deficit.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 11, 2008,
Moody's Investors Service upgraded to Ba3, from B1, the corporate
family ratings for Cablevision System Corporation and its wholly-
owned indirect subsidiary Rainbow National Services LLC.  The
rating outlooks for both companies were also changed to stable
from developing.


CARRINGTON LABORATORIES: Auditing Firm Raises Substantial Doubt
---------------------------------------------------------------
Weaver and Tidwell, LLP, in Dallas raised substantial doubt on
Carrington Laboratories, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm said that
the company has reported significant losses from operations and
requires additional financing to fund future operations.

For the year ended Dec. 31, 2007, the company posted a $9,769,000
net loss on $21,799,000 of total net revenues compared with a
$7,607,000 net loss on $27,406,000 of total net revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $14,165,000
in total assets and $15,933,000 in total liabilities, resulting in
a $1,768,000 shareholders' deficit.

The company's balance sheet at Dec. 31, 2007, also showed strained
liquidity with $7,436,000 in total current assets available to pay
$11,041,000 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, increased to
$63,158,000 from $53,389,000 at Dec. 31, 2006.

                          Subsequent Events

1. DelSite

In November 2007, Carrington's board of directors decided to shift
its long-term strategic focus solely to the development and
promotion of DelSite's technologies and utilization of the
manufacturing facilities in Costa Rica, which support DelSite.  
DelSite is one of the company's business segments.

Key components of this strategy going forward are to:

   -- develop and market the proprietary GelSite(R) polymer
      technology for delivery of vaccines and therapeutics;

   -- enter into strategic partnerships and collaboration
      arrangements related to the GelSite(R) technology;

   -- continue to develop the knowledge of polymers and their
      relationship to vaccines and bioactive protein and peptide
      therapeutics;

   -- enlarge and diversify the customer base for bulk raw
      materials and products produced in Costa Rica to increase
      the profitability of that facility.

As a result of this shift in strategic focus, Carrington
Laboratories' packaged product manufacturing operations in the
United States, which have experienced operating losses in recent
years and are not anticipated to provide sufficient revenues to
support its development of DelSite's technology as the Company
moves forward, no longer fit within the Company's strategy and it
is in the process of selling the assets supporting its U.S.
packaged product manufacturing operations.

In January 2008, the company engaged the investment-banking firm
of Milkie/Ferguson Investments, Inc. to represent it in the sale
process.  This proposed sale would likely include all of the
Medical Services Division and products manufactured in the U.S.
from the specialty manufacturing services portion of the Consumer
Services Division.

2. Glamourpuss Lawsuit

On Feb. 1, 2007, a lawsuit styled Glamourpuss, Inc. v. Carrington
Laboratories, Inc., was filed in Dallas County, Texas.  Plaintiff
alleged that Carrington sold it defective product and sought
damages in excess of $200,000 for its alleged loss of sales, in
addition to attorney's fees and expenses.  Carrington denies
Glamourpuss' claims and believes its allegations are without
merit.  

On Jan. 31, 2008, Carrington settled this suit and obtained a full
release by payment to Glamourpuss in the amount of $60,000.

3. Los Mangos Farm

On Feb. 29, 2007, Carrington's subsidiary, Finca Sabila S.A.
entered into an agreement with Santa Luisa Catalana SLCAT, S.A.,
with respect to the potential sale of Finca Sabila's Los
Mangos farm, an unused parcel of land separate from the company's
main farm and operations located in Liberia, Guanacaste, Costa
Rica, to SLCAT, S.A.

Under the agreement, SLCAT, S.A., had the option to buy the
Property for $1,641,346 to be paid:

   -- $50,000 on March 3, 2008;

   -- $450,000 on March 15, 2008; and

   -- the remaining purchase price of $1,141,346 on March 25,
      2008 (approximately $480,000 of which will be used to
      repay the mortgage on the Property).

On March 14, 2008, SLCAT exercised its option to purchase the land
and paid the company $450,000.  On March 24, 2008, the remaining
$1,141,346 was transferred to Carrington and will be available for
general corporate use upon completion of final legal processing of
the transaction, which is expected on or before April 15, 2008.

4. Senior Secured Convertible Debentures Default

As a result of the sale of Finca Sabila's Los Mangos farm,
Carrington is in default under the documents governing its senior
secured convertible debentures. As a result, the holders of the
debentures are entitled, upon notice to Carrington, to accelerate
all of the indebtedness underlying the debentures.

On March 5, 2008, the debentures outstanding as a result of the
$8 million debt financing transaction entered into on April 27,
2007, were amended by an amendment agreement, dated effective as
of March 1, 2008, by and among Carrington and the purchasers.  In
the Amendment Agreement, the purchasers agreed to:

   -- defer the principal payments of $266,667 under the
      debentures due March 1, 2008, until April 1, 2008; and

   -- eliminate the requirement that Carrington comply with the
      financial covenants in the debentures during the period
      from Dec. 31, 2007, through April 30, 2008.

5. Banco Nacional Default

On March 25, 2008, Carrington failed to make a required payment of
$2,000,000 under its revolving credit facility with Banco
Nacional.  As a result, we were in default under the terms of this
facility. The bank's practice is to extend a grace period to the
end of the calendar month in which the payment was due to its
customers who fail to make a timely payment.  The bank granted
such a grace period to us and required us to make the required
payment on or before March 31, 2008.  Carrington paid the required
$2,000,000 to the bank on March 28, 2008, and thus cured the
default.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b1e

                  About Carrington Laboratories

Based in Irving, Tex., Carrington Laboratories, Inc. (OTCBB: CARN)
-- http://www.carringtonlabs.com/-- is a research-based  
biopharmaceutical, medical device, raw materials and nutraceutical
company that develops, manufactures and sells naturally-derived
complex carbohydrates and other natural product therapeutics for
the treatment of major illnesses, the dressing and management of
wounds, and nutritional supplements.


CENTERPLATE INC: In Talks with Lenders to Amend Credit Facility
---------------------------------------------------------------
The Board of Directors of Centerplate, Inc. initiated a process to
evaluate a range of capital structure and other alternatives and
has engaged UBS Investment Bank as the company's financial
advisor to assist in this process. The company believes its
current Income Deposit Security structure may limit its ability to
invest to strengthen and grow its business. It expects the
evaluation process to take up to six months.

Separately, the company has been negotiating an amendment to its
senior credit facility to modify, among other things, certain
restrictive financial covenants and obtain increased flexibility
on capital expenditures and acquisitions. Based on discussions to
date, the company believes it will obtain a permanent amendment
and expects to communicate the terms of that amendment in the next
few weeks.

Additionally, in order to provide enhanced financial flexibility,
the Board is likely to determine that it is in the company's best
interest to eliminate monthly dividend payments beginning in June
2008.

Janet L. Steinmayer, President and Chief Executive Officer of
Centerplate, said, "Our goal is to have a capital structure that
enhances our ability to invest in compelling projects, drive
innovation for customers and support the company's long-term
growth objectives.

"Centerplate is a strong franchise with an outstanding team and we
just need to find the best way to finance our growth. We plan to
work expeditiously with UBS and to communicate the outcome of that
process within the next six months."

Ms. Steinmayer continued, "Although we have experienced very
strong new business flows so far in 2008, we believe that - given
the current competitive and economic environment - it may be
prudent to eliminate the dividend beginning in June and to focus
appropriate economic resources on deepening our existing client
relationships, pursuing new ones and strengthening our company
through strategic acquisitions. We are also looking very closely
at costs, in order to protect margins."

               First Quarter Financial Results

The company also reported financial results for the first quarter
ended April 1, 2008. Net sales of $133.2 million increased
$7.9 million, or 6.3%, compared to net sales of $125.3 million for
the first quarter of 2007. The net sales increase for the first
quarter of 2008 was partly driven by new accounts, primarily the
Prudential Center in Newark, New Jersey, home of the New Jersey
Devils. The sales increase was also driven by the Super Bowl,
which was held at the University of Phoenix Stadium in Glendale,
Arizona and the BCS Championship Game and NBA All-Star Game in New
Orleans.  Partially offsetting these improvements was a decline in
sales at the company's convention centers.

Adjusted earnings before interest, income taxes, depreciation and
amortization (EBITDA) declined in the first quarter to a loss of
$2.0 million, compared to a gain of $2.4 million in the first
quarter of 2007, due to softness in the convention center
business, increased workers compensation costs, the timing of new
sales expenses and higher legal fees associated with obtaining a
short-term amendment to the company's senior credit facility.

"Our first quarter's results were impacted by the challenging
economic environment which contributed to fewer events in our
convention center venues," commented Ms. Steinmayer. She added,
"We are sharply focusing on managing our labor costs and working
on improving adjusted EBITDA through improved efficiencies across
the business while driving growth through new accounts,
acquisitions and joint ventures."

Centerplate reported a net loss of $11.2 million, or $0.53 per
share, compared to a net loss of $8.0 million, or $0.36 per share,
in the first quarter of 2007. The increased loss was due to the
decline in operating income and increased interest expense.

                  Delay of Form 10-Q Filing

The company said that the process to evaluate a range of capital
structure and other alternatives for the company, as well as the
negotiations it undertook to amend its senior credit facility,
have absorbed a significant portion of management's time and
resources and depends in part on responses from the Company's
senior lenders. As a result, the Company is unable to complete its
Form 10-Q for the first fiscal quarter ended April 1, 2008 within
the prescribed time period; however, the Company expects to file
its Form 10-Q on or before May 19, 2008.

                       Credit Facility

On April 1, 2005, the Company entered into a credit agreement
pursuant to which General Electric Capital Corporation agreed to
provide up to $215 million of senior secured financing. The
financing is comprised of a $107.5 million term loan and a
$107.5 million revolving credit facility. The Credit Agreement
bears interest at a floating rate equal to a margin over a defined
prime rate of 1.25% for the term loan and 1.5% for the revolving
credit facility or a percentage over the London Interbank
Borrowing Rate of 3.25% for the term loan and 3.5% for the
revolving credit facility. The applicable margins for the
revolving credit facility are subject to adjustment from 1.0% to
1.75% for loans based on a defined prime rate and from 3.0% to
3.75% for LIBOR loans based on our total leverage ratio.

The proceeds of the term loan were used to repay the prior
$65 million term loan, outstanding revolving loans of
$23.25 million, as well as interest, related fees and expenses,
including a prepayment premium of approximately $4.6 million on
the term loan facility. The revolving portion of the Credit
Agreement has a $35 million letter of credit sub-limit and a
$10 million swing line loan sub-limit. At January 1, 2008,
approximately $22,746,000 of letters of credit were outstanding
but undrawn and the Company had $29,500,000 in short-term
revolving loans outstanding.

The term loan matures in October 2010 and requires quarterly
principal payments of $269,000. The availability of funding under
the revolving credit facility depends on the satisfaction of
various financial and other conditions, including restrictions in
the indenture governing the subordinated notes. The revolving
credit facility matures in April 2010 and is subject to an annual
thirty-day pay down requirement, exclusive of letters of credit
and certain specified levels of permitted acquisition and service
contract-related revolving credit advances. Borrowings under the
Credit Agreement are secured by substantially all of the Company's
assets and rank senior to the subordinated notes. The Credit
Agreement contains customary events of default.

In March 2008, the Company obtained a waiver and amendment of
certain provisions of the Credit Agreement temporarily affecting
the calculation of the senior leverage ratio that must be achieved
in order to pay dividends. The waiver and amendment was
necessitated in part by an unexpected decline in cash flow from
operations, driven primarily by a decrease in revenues generated
at the Company's convention center contracts that the Company
began to experience in January 2008, as well as a more stringent
senior leverage ratio requirement for the payment of dividends
under the Credit Agreement effective in January 2008.

If the Company is unable to obtain this amendment, it will need to
suspend dividend payments beginning in April 2008 until it can
meet the ratio requirements for the payment of dividends under the
Credit Agreement.

The Company must also maintain cash in an amount equal to at least
5 months of interest on the subordinated notes, plus $2.5 million,
that is restricted from use.

Aggregate annual maturities of long-term debt at January 1, 2008
are:
   
               2008            $1,075,000
               2009             1,075,000  
               2010           102,663,000  
               2011               --
               2012               --
               Thereafter     119,596,000
                            ----------------
               Total         $224,409,000

                  About Centerplate, Inc.

Headquartered in Stanford, Connecticut, Centerplate, Inc. --
http://www.centerplate.com-- crafts and delivers extraordinary  
entertainment experiences in over 130 prominent sports,
entertainment and convention center venues across North America.


CENTURY INDEMNITY: Fitch Holds 'B-' IFS Rating with Neg. Outlook
----------------------------------------------------------------
Fitch Ratings expects to assign an 'A' rating to the $450 million
senior note issuance planned by ACE INA Holdings Inc., a
subsidiary of ACE Limited.  The new notes will be fully and
unconditionally guaranteed by ACE and are therefore based on ACE's
'A+' Issuer Default Rating.

On Dec. 17, 2007, Fitch affirmed all of its ratings on ACE and
ACE's subsidiaries following the announcement by ACE that it would
acquire Combined Insurance Company of America and its subsidiaries
from Aon Corp. ACE completed the purchase for $2.56 billion in
April 2008.  The Outlook is Stable.

Fitch expects that the net proceeds from this new senior debt
issuance will help redeem the company's existing $575 million of
perpetual preferred shares in June 2008.

Fitch believes that, following the completion of ACE's financing
plans, ACE's pro forma March 31, 2008 total debt to capital ratio
increase of roughly two points, to approximately 19%, is still
well within an acceptable level for ACE's current rating category.  
Fitch notes that ACE reported year-end 2007 earnings of
$2.6 billion and stockholders' equity of $16.7 billion, an equity
increase of 17% since year-end 2006.  Fitch also notes that ACE,
unlike many of its peers, has not repurchased shares during the
current soft market.

Fitch has assigned these rating:

ACE INA Holdings Inc.
  -- $450 million senior notes 'A'.

Fitch rates ACE Limited companies as:

ACE Limited
  -- IDR at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2036 at 'A';
  -- $300 million senior notes due 2018 at 'A'.

ACE Capital Trust II
  -- $300 Capital Securities due 2030 at 'A-'.

ACE American Insurance Company
ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Indemnity Insurance Company
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Combined Insurance Company of America
Combined Life Insurance Company of New York
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company
  -- Insurer Financial Strength Ratings at 'AA-'.

The Rating Outlook is Stable.

These ACE Limited companies ratings have a Negative Outlook:

Century Indemnity Company
  -- IFS at 'B-'.

Century Reinsurance Company
  -- IFS at 'CCC+'.


CENTURY REINSURANCE: Fitch Holds 'CCC+' IFS Rating; Outlook Neg.
----------------------------------------------------------------
Fitch Ratings expects to assign an 'A' rating to the $450 million
senior note issuance planned by ACE INA Holdings Inc., a
subsidiary of ACE Limited.  The new notes will be fully and
unconditionally guaranteed by ACE and are therefore based on ACE's
'A+' Issuer Default Rating.

On Dec. 17, 2007, Fitch affirmed all of its ratings on ACE and
ACE's subsidiaries following the announcement by ACE that it would
acquire Combined Insurance Company of America and its subsidiaries
from Aon Corp. ACE completed the purchase for $2.56 billion in
April 2008.  The Outlook is Stable.

Fitch expects that the net proceeds from this new senior debt
issuance will help redeem the company's existing $575 million of
perpetual preferred shares in June 2008.

Fitch believes that, following the completion of ACE's financing
plans, ACE's pro forma March 31, 2008 total debt to capital ratio
increase of roughly two points, to approximately 19%, is still
well within an acceptable level for ACE's current rating category.  
Fitch notes that ACE reported year-end 2007 earnings of
$2.6 billion and stockholders' equity of $16.7 billion, an equity
increase of 17% since year-end 2006.  Fitch also notes that ACE,
unlike many of its peers, has not repurchased shares during the
current soft market.

Fitch has assigned these rating:

ACE INA Holdings Inc.
  -- $450 million senior notes 'A'.

Fitch rates ACE Limited companies as:

ACE Limited
  -- IDR at 'A+';
  -- $575 million preferred stock at 'A-'.

ACE INA Holdings Inc.
  -- IDR at 'A+';
  -- $100 million senior debentures due 2029 at 'A';
  -- $500 million senior notes due 2014 at 'A';
  -- $500 million senior notes due 2017 at 'A';
  -- $300 million senior notes due 2036 at 'A';
  -- $300 million senior notes due 2018 at 'A'.

ACE Capital Trust II
  -- $300 Capital Securities due 2030 at 'A-'.

ACE American Insurance Company
ACE Bermuda Insurance Limited
ACE Fire Underwriters Ins. Company
ACE Indemnity Insurance Company
ACE Insurance Company of the Midwest
ACE Property and Casualty Insurance Company
ACE Tempest Reinsurance Limited
Atlantic Employers Insurance Company
Bankers Standard Fire & Marine Company
Bankers Standard Insurance Company
Combined Insurance Company of America
Combined Life Insurance Company of New York
Illinois Union Insurance Company
Indemnity Insurance Company of North America
Insurance Company of North America
Pacific Employers Insurance Company
Westchester Fire Insurance Company
Westchester Surplus Lines Insurance Company
  -- Insurer Financial Strength Ratings at 'AA-'.

The Rating Outlook is Stable.

These ACE Limited companies ratings have a Negative Outlook:

Century Indemnity Company
  -- IFS at 'B-'.

Century Reinsurance Company
  -- IFS at 'CCC+'.


CHAMP CAR: Gallivan Auctioneers Set Asset Auction for June 3
------------------------------------------------------------
After years of two competing open wheel champ car racing series in
the U.S., only one Indy-type series remains standing: the Indy
Racing League. The assets of Champ Car World Series, LLC, which
filed bankruptcy earlier this year, will sell to the highest
bidders at auction early next month.

Gallivan Auctioneers, of Speedway, Indiana, have been approved by
the U.S. Bankruptcy Court to liquidate all remaining assets of
Champ Car. The sale will include pace cars, race car transporters,
race cars, shop equipment, scoring and timing equipment,
memorabilia, and much more.

This auction promises to attract interest from race teams, racing
organizations and enthusiasts across the U.S. and around the
globe. It will be conducted on-site, plus feature a live online
webcast of the sale, allowing bidders to bid online, in real time,
from anywhere in the world.

The auction will be held at the Champ Car headquarters, 5350 W.
Lakeview Parkway, South Drive, Indianapolis, Indiana 46268 on
Tuesday, June 3 at 10:00 a.m. EDT.

Several Champ Car teams have already joined the Indy Racing
League, promising to increase competition and bring more
excitement to open wheel racing. Champ Car World Series, LLC was
formerly known as CART & CART/PPG SERIES.

   WHAT:  Auction of Champ Car World Series, LLC Assets

   WHEN:  Tuesday, June 3, at 10:00 a.m. EDT

   WHERE: 5350 W. Lakeview Parkway, South Drive, Indianapolis,
          Indiana 46268

Gallivan is a provider of asset and collateral services to the
banking and legal communities, serving the Midwest U.S. Gallivan
appraises and sells personal property and real estate of all
types, specializing in asset & collateral retention and recovery.
For more information, visit http://www.njgallivan.com.

Indianapolis-based Champ Car World Series LLC, fdba Open Wheel
Racing Series LLC and Corkscrew Acquisition LLC, --
http://www.champcarworldseries.com/-- organizes and operates a    
racing circuit that features about 20 drivers competing in single-
seat, open-wheeled race cars.  The circuit includes more than a
dozen race tracks and road courses in the US, Canada, Mexico, and
Australia.  It regulates the sport and promotes the races; it
generates revenue from sponsorships and broadcasting rights.

It filed for chapter 11 protection on March 5, 2008 (Bankr. S.D.
Ind. Case No. 08-02172).  Gary Lynn Hostetler, Esq., and Jeffrey
A. Hokanson, Esq., at Hostetler & Kowalik PC represent the Debtor
in its restructuring efforts.  The Debtor had assets of between
$10 million to $50 million and debts between $1 million to $10
million when it filed for bankruptcy.  Its largest unsecured
creditor, Cosworth Inc., is owed $1,825,000.


CHARMING SHOPPES: Posts $83.4 Million Net Loss in Fiscal 2008
-------------------------------------------------------------
Charming Shoppes Inc. reported a net loss of $83.4 million on net
sales of $3.0 billion for the 52 weeks ended ended Feb. 2, 2008,
compared with net income of $108.9 million on net sales of
$3.1 billion for the fifty-three weeks ended Feb. 3, 2007.

The decrease in consolidated net sales for fiscal 2008 as compared
to fiscal 2007 was driven primarily by an extra week of sales in
fiscal 2007 as compared to fiscal 2008, as well as by decreases in
comparable Retail Stores segment sales and net sales from the
company's Direct-to-Consumer segment.  

Consolidated cost of goods sold, buying, and occupancy expenses
increased to $2.2 billion in fiscal 2008 as compared to
$2.1 billion in fiscal 2007.  Consolidated cost of goods sold,
buying, and occupancy expenses as a percentage of consolidated net
sales increased to 73.1% in fiscal 2008 as compared to 69.8% in
fiscal 2007 primarily as a result of reduced merchandise margins
for both the company's Retail Stores and Direct-to-Consumer
segments and negative leverage on occupancy expenses from the
decrease in comparable store sales.  

Consolidated selling, general, and administrative expenses
increased to $777.5 million in fiscal 2008 as compared to
$753.1 million in fiscal 2007.  

              Impairment of Goodwill and Trademarks

During the fourth quarter of fiscal 2008 the company performed its
annual goodwill impairment test and determined that the carrying
value of its Crosstown Traders goodwill exceeded the implied fair
values of those assets.  Accordingly, the company recognized a
non-cash impairment charge of $86.8 million related to the
Crosstown Traders goodwill.  Additionally, the company recognized  
$11.4 million of non-cash impairment charges related to its  
Crosstown Traders non-amortizable trademarks during the fiscal
2008 fourth quarter.  

                      Restructuring Charges

In November 2007 the company announced its plan to relocate its  
CATHERINES operations located in Memphis, Tennessee to its  
corporate headquarters in Bensalem, Pa. in conjunction with the
consolidation of a number of its operating functions and in
February 2008 the company announced additional cost-saving and
streamlining initiatives.

During fiscal 2008 the company recognized one-time pre-tax charges
of approximately $3.0 million of severance, retention, and
relocation costs related to these programs and approximately
$11.4 million of non-cash pre-tax charges for write-downs of
assets related to under-performing stores the company expects to
close and accelerated depreciation related to the closing of the
Memphis facility.  The company anticipates that the execution of
the new organizational structure and cost-saving initiatives will
result in approximately $28.0 million of annualized expense
savings, primarily in the areas of non-store payroll, elimination
of losses from under-performing stores, and occupancy costs.

                       Income Tax Provision

Income tax provision for fiscal 2008 was $3.6 million on a loss
before income taxes and extraordinary item of $80.7 million, as
compared to a tax provision of $57.2 million on income before
income taxes of $166.1 million for fiscal 2007.  The primary
reason for the provision on a pre-tax loss for fiscal 2008 was the
non-deductibility for income tax purposes of the impairment of
goodwill.  

                        Extraordinary Item

During the fourth quarter of fiscal 2008 the company recognized an
extraordinary gain of $912,000, net of income taxes of $582,000,
as the result of proceeds received from an eminent domain
settlement related to a portion of the land at the company's White
Marsh, Maryland distribution center.

                          Balance Sheet

At Feb. 2, 2008, the company's consolidated balance sheet showed
$1.6 billion in total assets, $882.9 million in total liabilities,
and $730.4 million in total stockholders' equity.

Full-text copies of the company's consolidated financial
statements for the fiscal year ended Feb. 2, 2008, are available
for free at http://researcharchives.com/t/s?2bcd

                      About Charming Shoppes

Headquartered in Bensalem, Pa., Charming Shoppes Inc.
(Nasdaq: CHRS) -- http://www.charmingshoppes.com/-- is a multi-
brand, multi-channel specialty apparel retailer specializing in
women's plus-size apparel.  At Feb. 2, 2008, Charming Shoppes,
Inc. operated 2,409 retail stores in 48 states.  

Apparel, accessories, footwear and gift catalogs, including these
titles, are operated by Charming Shoppes' Crosstown Traders:  Old
Pueblo Traders, Bedford Fair, Willow Ridge, Lew Magram, Brownstone
Studio, Intimate Appeal, Monterey Bay Clothing Company, Coward
Shoe and Figi's.

                          *     *     *

As reported in the Troubled Company Reporter on March 25, 2008,
Standard & Poor's Ratings Services lowered the corporate credit
rating on Charming Shoppes Inc. to 'B+' from 'BB-.'  The outlook
remains negative.


CHARTER COMMS: Posts $8.4BB Deficit in Q1; Warns of Bankruptcy
--------------------------------------------------------------
Charter Communications Inc. reported on Monday financial results
for the first quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$15.2 billion in total assets, $23.3 billion in total liabilities,
$201.0 million in minority interest, and $5.0 million in
redeemable preferred stock, resulting in a $8.4 billion total
stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $786.0 million in total current
assets available to pay $1.4 billion in total current liabilities.

Net loss for the first quarter of 2008 was $358.0 million.  For
the first quarter of 2007, Charter reported a net loss of
$381.0 million.  The decrease in reported net loss was primarily
related to higher adjusted EBITDA resulting from higher revenue
generating units and increased average revenue per basic customer.

First quarter revenues increased 9.8% to $1.6 billion and
operating costs and expenses increased 9.7% to $1.4 billion
compared to year-ago results.

Adjusted EBITDA for the first quarter of 2008 grew 9.9% to
$545.0 million versus the actual results in the year-ago period.

Income from operations was $205.0 million in the first quarter of
2008, compared to $156.0 million in the first quarter of 2007.

Net cash flows from operating activities for the first quarter of
2008 were $204.0 million, compared to $266.0 million for the first
quarter of 2007.

Expenditures for property, plant, and equipment for the first
quarter of 2008 were $334.0 million, compared to first quarter
2007 expenditures of $298.0 million.  The increase in capital
expenditures primarily reflects year-over-year increases in
scalable infrastructure related to network upgrades to support
higher HSI (high speed Internet) speeds and other advanced
services.

               Sees Insufficient Liquidity in 2010

The company has a significant amount of debt.  As of March 31,
2008, Charter had $20.6 billion in long-term debt and
$467.0 million of cash on hand.  Availability under the company's
revolving credit facility was approximately $1.4 billion at
March 31, 2008, none of which was limited by covenant
restrictions.  

Charter expects that cash on hand, cash flows from operating
activities, and amounts available under its credit facilities will
not be sufficient to fund projected cash needs in 2010 (primarily
as a result of the CCH II, LLC $2.2 billion of senior notes
maturing in September 2010) and thereafter.

                       Possible Bankruptcy

The company said that if, at any time, additional capital or
borrowing capacity is required beyond amounts internally generated
or available under the company's credit facilities, it would
consider issuing equity, issuing convertible debt or some other
securities, further reducing the company's expenses and capital
expenditures, selling assets, or requesting waivers or amendments
with respect to the company's credit facilities.

If the above strategies were not successful, the company says it
could be forced to restructure its obligations or seek protection
under the bankruptcy laws.  

Full-text copies of the company's consolidated finanacial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2bd7

                   About Charter Communications

Headquartered in St. Louis, Missouri, Charter Communications Inc.
(Nasdaq: CHTR) -- http://www.charter.com/-- is a broadband  
communications company and the third-largest publicly traded cable
operator in the United States.  Charter provides a full range of
advanced broadband services, including advanced Charter Digital
Cable(R) video entertainment programming, Charter High-Speed(R)
Internet access, and Charter Telephone(R).  Charter Business(TM)
similarly provides broadband communications solutions to business
organizations, such as business-to-business Internet access, data
networking, video and music entertainment services, and business
telephone.  Charter's advertising sales and production services
are sold under the Charter Media(R) brand.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2008,
Moody's Investors Service affirmed these ratings for Charter
Communications Inc.: (i) corporate family rating: Caa1; (ii)
probability-of-default rating: Caa2; and (iii) senior unsecured
notes: Ca (LGD5 -- 87%).


CLEAR CHANNEL: Buyer & Banks Settle Financing Dispute, Report Says
------------------------------------------------------------------
CC Media Holdings, Inc., and a consortium of financial backers
that have pledged to finance CC Media's proposed acquisition of
Clear Channel Communications, Inc., have resolved their financing
dispute yesterday, according to a report from the CNBC Website.

The report, citing unnamed sources, recounts that pursuant to the
revised terms of the deal, Clear Channel will be bought for
$36 per share; however, shareholders will have to vote again
before closing the deal, which is expected in another three
months.  The pact also provides for a new election for the stub-
equity portion of the deal.

Clear Channel confirmed in a press statement, that a court
proceeding pending in San Antonio, Texas, initiated by it and CC
Media against the banks was postponed to allow the parties to
continue settlement discussions.

As reported in the Troubled Company Reporter on May 9, 2008,
Justice Helen Freedman of the New York Supreme Court allowed the
litigation of the breach of contract claim of CC Media against the
bank consortium to continue.  Justice Freedman, however, rejected
CC Media's claims of fraud and civil conspiracy against them.

CC Media, a corporation formed by private-equity funds Thomas H.
Lee Partners LP and Bain Capital LLC to buy Clear Channel, sued
various banks to compel them to fulfill their promise to finance
the Clear Channel acquisition.

On May 5, 2008, the banks, namely Citigroup Inc., Morgan Stanley,
Credit Suisse Group , Royal Bank of Scotland Group PLC, Deutsche
Bank AG and Wachovia Corp., sought authority from a Texas Court to
dismiss a lawsuit alleging their interference in the buyout deal's
completion, Kevin Kingsbury of The Wall Street Journal relates.  
The banks have insisted that the lawsuit is immature since the
deadline for the closure of the deal is on June 12, and the deal
may still be completed.

                     Shareholder Seeks Damages

The New York Post reported that Pentwater Capital Management LP, a
hedge fund owning more than $100 million worth of shares in Clear
Channel, sought damages from the banks for interfering in the
buyout transaction and for initiating rumors.  In addition,
shareholder Highfields Capital Management is also likely to seek
the same claims, the Post predicted.

                        About Clear Channel

Based in San Antonio, Texas, Clear Channel Communications Inc.
(NYSE:CCU) -- http://www.clearchannel.com/-- is a media
and entertainment company specializing in "gone from home"
entertainment and information services for local communities and
premiere opportunities for advertisers.  The company's
businesses include radio, television and outdoor displays. Outside
U.S., the company operates in 11 countries -- Norway,
Denmark, the United Kingdom, Singapore, China, the Czech
Republic, Switzerland, the Netherlands, Australia, Mexico and
New Zealand.  As of Dec. 31, 2007, it owned 717 core radio
stations, 288 non-core radio stations which are being marketed for
sale and a leading national radio network operating in the United
States.

                            *     *     *

In March 2008, Standard & Poor's Ratings Services said its
ratings on Clear Channel Communications Inc., including the 'B+'
corporate credit rating, remain on CreditWatch with negative
implications.

Fitch Ratings stated that in line with previous guidance, Clear
Channel Communications' 'BB-' Issuer Default Rating and Senior
Unsecured Ratings would remain in place if the going-private
transaction is not completed.

Moody's stated that assuming the transaction is completed as
currently contemplated, Clear Channel will likely be assigned a
Corporate Family Rating of B2 and the rating on the existing
senior notes is likely to be notched down to Caa1 based on their
expected subordination to the new senior secured debt facilities
and the new senior notes.


COLLINS SIGNS: Awarded $13.8 Million in Nissan Lawsuit
------------------------------------------------------
Collins Signs won a lawsuit it filed against Nissan North America,
WTVYNews4.com reported.

The company, which is in Chapter 7 liquidation, was awarded
$13.8 million, said WTVYNews4.  Collins Signs filed for bankruptcy
during 2002, after a business contract with Nissan fell through.

"We entered into that contract with Nissan expecting to go through
with it and we found out they never intended to do so," WTVYNews4
quoted Collins vice president David Hughs as saying.

According to the counsel for the Chapter 7 trustee, Nissan
terminated the agreement it had with Collins and didn't pay
finished installations for $3.5 million.

The counsel said that Collins will pay its creditors with judgment
award, WTVYNews4 related.

Collins Signs made signs for commercial companies in Alabama.


COUDERT BROS: Unsecured Creditors to Get 39% Under Amended Plan
---------------------------------------------------------------
Coudert Brothers LLP submitted to the U.S. Bankruptcy Court for
the Southern District of New York an amended chapter 11 plan of
liquidation and an amended disclosure statement describing that
plan on May 9, 2008.

Under the amended plan, secured creditors with claims of about
$1 million will get 100% recovery.  Holders of $1.5 million
priority non-tax claims will get 100% recovery.  Holders of
malpractice claims will get 100% recovery.  Holders of unsecured
claims will get recovery of up to 39%, if total allowed claims
equals $26 million.

Holders of $102,000 non-profit claims, $3.3 million partner profit
claims, and interest claims, won't be repaid.

               Participating Partner Contributions

The cash realized from the contributions by participating
partners, receivables collected, collection of special contingency
fees, and causes of actions pursued by the plan administrator will
be the principal source of repayment of creditor claims under the
plan.

The Debtor is soliciting contributions from partners in accordance
with the findings and settlement proposal of Harrison J. Goldin,
appointed examiner, contained in a partner contribution report.  
Confirmation of the plan is contingent upon, among other things,
the Debtor's estate possessing cash on hand or in escrow of at
least $5 million.

The Debtor believes that partners are properly incentivized to
participate in the plan in meaningful numbers since, among other
things, effectiveness of releases and injunctive relief in favor
of Participating Partners is contingent upon those same thresholds
being achieved prior to confirmation.

The Debtor proposed that Aug. 1, 2008, be the deadline for
contribution by partners.  After the contribution deadline, any
partner that has not delivered his participating settlement
agreement and participating settlement amount will no longer be
permitted to participate in the plan.  In the event that the
requisite participation of partners is obtained, the plan provides
the plan administrator with full authority to commence litigation
against the partners for the full amount of their obligations or
causes of action without limitations on account of the examiner's
reports.

                   Disclosure Statement Hearing

The Court will consider approval of the Debtor's amended
disclosure statement on June 3, 2008, at 10:00 a.m., and
objections must be submitted by 4:00 p.m. on May 29, 2008.  The
Debtor proposes a plan confirmation hearing to be held on Aug. 15,
2008, at 10:00 a.m.

A full-text copy of the Debtor's first amended disclosure
statement can be obtained for free at

          http://www.kccllc.net/impDateDocs.asp?D=2315

A full-text copy of the Debtor's first amended plan can be
obtained for free at

          http://www.kccllc.net/impDateDocs.asp?D=2316

                      About Coudert Brothers

Coudert Brothers LLP was an international law firm specializing in
complex cross border transactions and dispute resolution.  The
firm had operations in Australia and China.  The Debtor filed for
Chapter 11 protection on Sept. 22, 2006 (Bankr. S.D.N.Y. Case
No. 06-12226).  John E. Jureller, Jr., Esq., and Tracy L.
Klestadt, Esq., at Klestadt & Winters, LLP, represent the Debtor
in its restructuring efforts.  Brian F. Moore, Esq., and David J.
Adler, Esq., at McCarter & English, LLP, represent the Official
Committee Of Unsecured Creditors.  In its schedules of assets
and debts, Coudert listed total assets of $29,968,033 and total
debts of $18,261,380.  The Debtor's exclusive period to file a
plan expires on Sunday, May 20, 2007.


COLEGIO CORAZON: Case Summary & Nine Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Colegio Corazon De Maria, Inc.
        P.O. Box 1776
        Juncos, PR 00777

Bankruptcy Case No.: 08-02792

Type of Business: The Debtor is a Catholic school for students
                  in pre-kinder to grade 12.  The Debtor
                  previously filed for chapter 11 protection
                  on May 6, 2004 (Bankr. D. P.R. Case No.
                  04-04845) and on Oct. 15, 2004 (Bankr.
                  D. P.R. Case No. 04-10644).  
                  See http://www3.planalfa.es/corazondemaria/

Chapter 11 Petition Date: May 1, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Carmen D. Conde Torres, Esq.
                  C. Conde & Associates
                  254 San Jose Street, 5th Floor
                  San Juan, PR 00901-1523
                  Tel: (787) 729-2900
                  Fax: (787) 729-2203

Total Assets: $3,429,178

Total Debts:  $3,767,710

Debtor's Nine Largest Unsecured Creditors:

   Entity                                    Claim Amount
   ------                                    ------------
Internal Revenue Service                         $332,839
Mercantil Plaza Building
2 Ponce de Leon Avenue, Room 914
San Juan, PR 00918

Diosesis de Caguas                                $57,000
Superintendencia Escuelas Catolicas
Apartado 8699
Caguas, PR 00725

Monge Robertin & Co., CPA, CSP                    $41,189
Acosta 97
Esquina Celso Barbosa
Caguas, PR 00725

Lysette Morales Vidal                             $21,000

Dreyfous                                          $17,530

Corporacion del Fondo del Seguro del Estado       $17,074

Axesa Servicios de Informacion                     $3,099

Las Piedras Construction Corp.                       $986

Jose A. Dominguez Babora, et al.                       $1


DANKA BUSINESS: Waiting Period of U.S. Antitrust Review Terminated
------------------------------------------------------------------
In connection with the pending acquisition of Danka Business
Systems PLC's wholly owned U.S. subsidiary, Danka Office Imaging
Company, by Konica Minolta Business Solutions U.S.A., Inc., the
waiting period for U.S. antitrust review under the Hart-Scott-
Rodino Antitrust Improvements Act of 1976, was terminated.

As reported in the Troubled Company Reporter on April, 10, 2008,
the company signed a definitive agreement with Konica, enabling
Konica to acquire the company's wholly owned U.S. subsidiary,
Danka Office at a transaction valued at $240 million.  Danka
Office is the company's remaining operating business.

Last week, Danka Business disclosed in a regulatory filing that
the company will undergo a voluntary liquidation under the laws
of the United Kingdom.

Danka Business Systems PLC (LON: DNK) -- http://www.danka.com/    
--  offers document solutions, including office imaging
equipment, software, support, and related services and supplies
in the United States.  It offers office imaging products,
services, supplies and solutions, including digital and color
copiers, digital and color multifunction peripherals printers,
facsimile machines and software.  It also provides a range of
contract services, including professional and consulting
services, maintenance, supplies, leasing arrangements, technical
support and training, collectively referred to as Danka Document
Services.  The company's revenue is generated from two primary
sources: new retail equipment, supplies and related sales, and
service contracts.  Danka sells Canon products, as well as
Kodak, Toshiba and Hewlett-Packard.  On Aug. 31, 2006, the
company sold its subsidiary, Danka Australasia, PTY Limited, to
Onesource Group Limited.  In January 2007, the company disposed
of its European businesses to Ricoh Europe B.V.

The company's Dec. 31, 2007 balance sheet showed total assets of
$233.5 million, total liabilities of $225.0 million, 6.5%
senior convertible participating shares of $362.6 million, and
total stockholders' deficit of $354.1 million.


DEVCON INT'L: Receives Listing Non-compliance Warning from Nasdaq
-----------------------------------------------------------------
Devcon International Corp. received a Nasdaq Staff Determination
letter indicating that the company failed to comply with the
stockholders' equity requirement for continued listing.  Unless
the company requests an appeal of Nasdaq's determination, trading
of the company's common stock will be suspended at the opening of
business on May 16, 2008.

The letter indicated its non-compliance with the requirements of
Marketplace Rule 4450(a)(3) for continued listing on the Nasdaq
Global Market.  The rule requires that Devcon maintain a minimum
stockholders' equity of $10,000,000.

The letter also indicated that Nasdaq will file a Form 25-NSE with
the Securities and Exchange Commission, which will remove the
company's common stock from listing and registration on The Nasdaq
Stock Market.  Due to the same concerns regarding stockholders'
equity, the company has elected not to pursue listing on The
Nasdaq Capital Market.

The company is in the process of transferring the quotation of the
company's common stock to the OTC Bulletin Board.  Trading of
Devcon's common stock on the OTCBB, which is maintained by the
Financial Industry Regulatory Authority, is subject to a market
maker's filing of a Form 211 with, and the clearance of such Form
211 by, FINRA.

The company is working with a market maker that has filed a Form
211 with FINRA to seek clearance to quote the company's common
stock on the OTCBB.  In the event that FINRA has not cleared
Devcon's common stock for quotation on the OTCBB prior to May 16,
2008, the date of its delisting from The Nasdaq Global Market, the
company anticipates that its common stock will be quoted on the
Pink Sheets, an electronic quotation service for securities
traded over-the-counter, until such clearance is obtained.

                 About Devcon International Corp.
  
Headquartered in Bocaraton, Florida, Devcon International Corp.
(NASDAQ:DEVC) -- http://devcon-security.com/-- is a regional  
provider of electronic security alarm monitoring services,
including monitoring of burglary, fire, medical, environmental,
video, and security access systems to residential (both single and
multi-family homes), financial institutions, industrial and
commercial businesses and complexes, warehouses, facilities of
government departments and healthcare and educational facilities.  
Devcon also has wholesale customers, where the company monitors
security systems on behalf of independent security companies.

Devcon International Corp.'s selected balance sheet data at
March 31, 2008, showed stockholder's deficit of $600,000 compared
to stockholder's equity of $$5.2 million at Dec. 31, 2007.


DEVCON INT'L: Incurs $600K Stockholder's Deficit in 2008 1st Qtr.
-----------------------------------------------------------------
Devcon International Corp.'s selected balance sheet data at
March 31, 2008, showed stockholder's deficit of $600,000 compared
to stockholder's equity of $$5.2 million at Dec. 31, 2007.

The company reported $4.7 million net loss from continuing
operations for the first quarter ended March 31, 2008, compared to
$6.1 million net loss from continuing operations for the quarter
ended March 31, 2007.

The $1.4 million improvement in net operating loss resulted from a
reduction in SG&A expenses driven by continued consolidation of
the company's acquired platforms.  

The company realized additional savings due to a reduction in
depreciation and amortization and a benefit in other income driven
by the changes in fair value of its derivative instrument.

Headquartered in Bocaraton, Florida, Devcon International Corp.
(NASDAQ:DEVC) -- http://devcon-security.com/-- is a regional  
provider of electronic security alarm monitoring services,
including monitoring of burglary, fire, medical, environmental,
video, and security access systems to residential (both single and
multi-family homes), financial institutions, industrial and
commercial businesses and complexes, warehouses, facilities of
government departments and healthcare and educational facilities.  
Devcon also has wholesale customers, where the company monitors
security systems on behalf of independent security companies.

Devcon International Corp. disclosed that it was notified of its
non-compliance with the requirements of Marketplace Rule
4450(a)(3) for continued listing on the Nasdaq Global Market.  
The rule requires that Devcon maintain a minimum stockholders'
equity of $10,000,000.  


DR HORTON: S&P Lowers Corporate Credit Rating to BB from BB+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on D.R. Horton Inc. to 'BB' from
'BB+' and lowered its subordinated debt rating on Horton to 'B+'
from 'BB-'.  The outlook remains negative.  The rating actions
affect approximately $3.5 billion in rated securities.
      
"The downgrades reflect our expectation that very weak housing
market conditions will persist and continue to weigh on homebuyer
demand and place downward pressure on pricing and earnings," said
Standard & Poor's credit analyst George Skoufis.  While Horton has
appropriately reduced its total and speculative inventory levels,
they remain high relative to its peers' and expose the company to
additional pricing pressure and potential future impairments.  
Furthermore, Horton faces substantial debt maturities in early
2009.
     
Mr. Skoufis noted, "The lower ratings also acknowledge the
company's relatively moderate leverage and its success thus far in
generating positive operating cash flow, along with a largely
undrawn credit facility and very minimal exposure to joint
ventures."  Debt maturities in early 2009, however, could sap a
significant amount of Horton's current liquidity if the company
doesn't generate additional cash through the remainder of this
year.
     
Standard & Poor's expects Horton to face challenges through 2008
and into 2009 due to continued deterioration in its key markets,
along with reduced availability of mortgages for the company's
primary entry-level buyer base.  S&P would lower the ratings
further if liquidity becomes constrained or the company
experiences a meaningful reversal of what have been, thus far,
successful inventory liquidation outcomes.  S&P would consider
revising the outlook back to stable if management continues to
maintain adequate liquidity after meeting its debt maturities, the
company's profitability stabilizes, and its speculative inventory
continues to decline.


DURA AUTOMOTIVE: Voting Creditors Supports Chapter 11 Plan
----------------------------------------------------------
Kurtzman Carson Consultants LLC delivered to the U.S. Bankruptcy
Court for the District of Delaware an affidavit regarding the
solicitation and tabulation of votes to accept or reject the
Revised Joint Plan of Reorganization filed by Dura Automotive
Systems Inc. and its debtor-affiliates.

KCC reported that it completed mailing solicitation materials to
all parties entitled to vote on the Revised Plan and mailing
certain notices to other creditors and parties-in-interest on
April 11, 2008.  Voting on the Plan ended May 7.  

Pursuant to the Disclosure Statement Order, holders of Class 2
Second Lien Facility Claims, Class 3 Senior Notes Claims, Class
5A U.S. Other General Unsecured Claims, and Class 5B Canadian
General Unsecured Claims were entitled to vote to accept or
reject the Plan.

According to Allison M. Tearnen, a senior consultant at KCC, the
Revised Plan has been overwhelmingly approved by all Classes of
Creditors entitled to vote:

  _______________________________________________________________
|           |                          |                        |
|           |       Accepting          |     Rejecting          |
|   Class   |__________________________|________________________|
|           | No. of  |    Amount      | No. of  |   Amount     |
|           | Holders |     Held       | Holders |    Held      |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 2   |    23   |  $132,787,000  |    0    |      $0      |
|  Claim    |         |                |         |              |
| Holders   |  (100%) |     (100%)     |   (0%)  |     (0%)     |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 3   |    70   |  $293,618,234  |   13    |  $4,402,000  |
|  Claim    |         |                |         |              |
| Holders   |(84.34%) |   (98.52%)     |(15.66%) |   (1.48%)    |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 5A  |   600   |   $5,325,705   |   41    |   $902,804   |
|  Claim    |         |                |         |              |
| Holders   |(93.60%) |   (85.51%)     | (6.40%) |   (14.49%)   |
|___________|_________|________________|_________|______________|
|           |         |                |         |              |
| Class 5B  |    38   |    $606,699    |    2    |    $97,854   |
|  Claim    |         |                |         |              |
| Holders   |(95.00%) |    (86.11%)    | (5.00%) |   (13.89%)   |
|___________|_________|________________|_________|______________|

An accounting of the tabulation of the Ballots is available for
free at http://bankrupt.com/misc/dura_votingresultssummary.pdf

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

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

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsels. Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

(Dura Automotive Bankruptcy News, Issue No. 55; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DURA AUTOMOTIVE: Court Confirms Chapter 11 Plan of Reorganization
-----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware has approved the Plan of Reorganization of
DURA Automotive Systems, Inc. and its debtor-affiliates, clearing
the way for the Debtors to promptly emerge from Chapter 11.

Judge Carey ruled that the Debtors' Plan satisfied the
requirements of the U.S. Bankruptcy Code and signed the order
confirming their Plan.  The Debtors also recently obtained
commitments for financing required to fund its emergence from
Chapter 11.

"This is an exciting day for DURA and our stakeholders, as we have
reached our goal of reorganizing as a stronger, more competitive
company," Larry Denton, Chairman and Chief Executive Officer,
said.  "While there is still work to be completed in our
revitalization strategy, we are already realizing favorable
results from our operational restructuring initiatives and our
financial results continue to exceed plan targets."

"The global automotive industry continues to undergo a sweeping
transformation, and DURA is now well positioned to participate in
its growth," Mr. Denton continued.  "We now have a much stronger
balance sheet, enabling the Company to better compete as a global
automotive supplier.  Our financial restructuring complements the
significant operational accomplishments achieved over the last two
years to expand our presence in emerging regions while right-
sizing our overall manufacturing capacity to ensure best-in-cost
production, and continued high performance in product quality,
delivery and innovation for our customers."

Upon emergence, DIP claims, administrative expenses and certain
priority claims will receive cash.  Holders of second lien debt
will receive new Convertible Preferred Stock on account of their
claims.  Senior Notes and Other General Unsecured Claims will
receive 100% of New Common Stock.  The Debtors' pre-bankruptcy
subordinated notes, convertible preferred securities and existing
equity will not receive recoveries under the Plan.  Upon
emergence, DURA expects to be a publicly reporting company under
SEC rules.

DURA was advised by AlixPartners, Kirkland & Ellis and Miller
Buckfire in connection with its Chapter 11 reorganization.

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

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

The Debtors filed for chapter 11 petition on Oct. 30, 2006,
(Bankr. D. Del. Case No. 06-11202). Marc Kieselstein, P.C., Esq.,
Roger James Higgins, Esq., and Ryan Blaine Bennett, Esq., at
Kirkland & Ellis LLP are lead counsels for the Debtors' bankruptcy
proceedings. Daniel J. DeFranseschi, Esq., and Jason M. Madron,
Esq., at Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsels. Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.

As of Jan. 31, 2008, the Debtor had $1,503,682,000 in total
assets and $1,623,632,000 in total liabilities.

On April 3, 2008, the Court approved the Debtors' revised
Disclosure Statement explaining their revised Chapter 11 plan of
reorganization.  

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


DUTCH HILL: Moody's Cut Ratings on Credit Quality Deterioration
---------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Dutch Hill Funding I.

Class Description: $200,000,000 Class A-1A First Priority Senior
Secured Floating Rate Notes Due December 12, 2045

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Baa1, on review for possible downgrade

Class Description: $50,400,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due December 12, 2045

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

Class Description: $35,800,000 Class A-2L Third Priority Senior
Secured Floating Rate Notes Due December 12, 2045

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

Class Description: $3,000,000 Class A-2X Third Priority Senior
Secured [Floating] Rate Notes Due December 12, 2045

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

Class Description: $44,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due December 12, 2045

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $23,200,000 Class C Mezzanine Secured Floating
Rate Notes Due December 12, 2045

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

Class Description: $15,000,000 Class D-1L Mezzanine Secured
Floating Rate Notes Due December 12, 2045

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

Class Description: $5,000,000 Class D-1X Mezzanine Secured Fixed
Rate Notes Due December 12, 2045

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

Class Description: $5,600,000 Class D-2 Mezzanine Secured Floating
Rate Notes Due December 12, 2045

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $2,000,000 Class E Mezzanine Secured Floating
Rate Notes Due December 12, 2045

  -- Prior Rating: Ca
  -- Current Rating: C

Class Description: $12,500,000 Series 1 Combination Securities Due
December 12, 2045

  -- Prior Rating: Ca
  -- Current Rating: C

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


ECOMARES INC: Shareholder Sues After Ch. 15 Case Dismissal
----------------------------------------------------------
Ecomares Inc. faces a class action filed by shareholder Colville
Services Ltd. with a district court in Nevada following the
dismissal of the Debtor's chapter 15 case, Terry Brennan of The
Deal says.

According to the report, the Hon. Gregg Zive of the U.S.
Bankruptcy Court for the District of Nevada junked the Debtor's
chapter 15 case last week.  

Colville, on behalf of holders of 30% Ecomares shares, sued the
Debtor for purportedly disenfranchising its shareholders through
canceling of stock and demanding $20,000 in damages under an April
9, 2007 legal filing.

                      About Ecomares Inc.

Ecomares Inc. - http://www.ecomares.de/-- is a holding company    
that was founded by a group of German scientists and developers
and incorporated in Nevada in 2003.  Its principal place of
business is, however, Kiel, Germany.  Its subsidiaries design,
build and operate fish hatcheries located worldwide.

On Dec. 1, 2007, an insolvency proceeding was commenced against
the Debtor under the German insolvency act.  In Nevada, the Debtor
is a named party in two civil actions that are pending in separate
courts, namely against U.K.-based Colville Services Ltd. and
against Angelina Ovcharik.
               
On behalf of Ecomares, Dieter Kloth filed a Chapter 15 petition on
Jan. 18, 2008 (Bankr. D. Nev. Case No. 08-50074).  Jeffrey L.
Hartman, Esq., in Reno, Nevada represent Mr. Kloth.


ELECTRONIC DATA: Inks $14 Billion Merger Deal with Hewlett-Packard
------------------------------------------------------------------
Electronic Data System Corp. signed a definitive agreement with
Hewlett-Packard Company under which HP will purchase EDS at
roughly $13.9 billion.  The terms of the transaction have been
unanimously approved by the board of directors of both companies.

The transaction is expected to close in the second half of
calendar year 2008.  HP expects to more than double its services
revenue, which amounted to $16.6 billion in fiscal 2007.

The companies' collective services businesses, as of the end of
each company's 2007 fiscal year, had annual revenues of more than
$38 billion and 210,000 employees, doing business in more than
80 countries.

HP intends to establish a new business group, to be branded EDS -
an HP company, which will be headquartered at EDS's existing
executive offices in Plano, Texas.  HP plans that EDS will
continue to be led after the deal closes by EDS chairman,
president and chief executive officer Ronald A. Rittenmeyer, who
will join HP's executive council and report to Mark Hurd, HP's
chairman and chief executive officer.

HP anticipates that the transaction will be accretive to fiscal
2009 non-GAAP earnings and accretive to 2010 GAAP earnings.
Significant synergies are expected as a result of the combination.

"The combination of HP and EDS will create a leading force in
global IT services," Mr. Hurd said.  "Together, we will be a
stronger business partner, delivering customers the broadest, most
competitive portfolio of products and services in the industry.
This reinforces our commitment to help customers manage and
transform their technology to achieve better results."

"First and foremost, this is a great transaction for our
stockholders, providing tremendous value in the form of a
significant premium to our stock price," Mr. Rittenmeyer said.
"It's also beneficial to our customers, as the combination of our
two global companies and the collective skills of our employees
will drive innovation and enhance value for them in a wide range
of industries.  In addition, our Agility Alliance will be
significantly strengthened."

HP said that acquiring EDS advances HP's stated objective of
strengthening its services business.  The specific service
offerings delivered by the combined companies are:

   -- IT outsourcing, including data center services, workplace
      services, networking services and managed security;

   -- business process outsourcing, including health claims,
      financial processing, CRM and HR outsourcing;

   -- applications, including development, modernization and
      management;

   -- consulting and integration; and

   -- technology services.

The combination will provide extensive experience in offering
solutions to customers in the areas of government, healthcare,
manufacturing, financial services, energy, transportation,
communications, and consumer industries and retail.

Under the terms of the merger agreement, EDS stockholders will
receive $25.0 for each share of EDS common stock that they hold at
the closing of the merger.  The acquisition is subject to
customary closing conditions, including the receipt of domestic
and foreign regulatory approvals and the approval of EDS's
stockholders.

                         Leadership Style

Some observers say that Mr. Rittenmeyer's determination to stay
with the company under Mr. Hurd's leadership would be make a
fascinating case study, The Wall Street Journal relates.

According to WSJ, Mr. Rittenmeyer will have to deal with a
potential culture clash between his gritty style at EDS and that
of H-P.  Mr. Rittenmeyer is an unusually aggressive manager known
to fire underlings who don't toe the line while H-P's culture, is
considered more of a consensus-building style, WSJ says.

WSJ, citing Ben Trowbridge, a technology consultant, says that
Mr. Rittenmeyer's leadership style of being high-control, results-
oriented, very focused is exactly what is needed in a senior
leader.

WSJ cites Mr. Rittenmeyer as saying: "Mr. Hurd and I operate the
same way.  We don't waste a lot of time on stuff."

                  About Hewlett-Packard Company
  
Headquartered in Palo Alto, California, Hewlett-Packard Company
(NYSE:HPQ) -- http://www.hp.com/--  is a provider of products,  
technologies, software, solutions and services to individual
consumers, small- and medium-sized businesses and large
enterprises, including in the public and education sectors.

                          About EDS Corp.

Based in Plano, Texas, Electronic Data System Corp. (NYSE: EDS) --
http://www.eds.com/-- is a global technology services company
delivering business solutions to its clients.  EDS founded the
information technology outsourcing industry more than 40 years
ago.  EDS delivers a broad portfolio of information technology and
business process outsourcing services to clients in the
manufacturing, financial services, healthcare, communications,
energy, transportation, and consumer and retail industries and to
governments around the world.

                          *     *     *
As reported in the Troubled Company Reporter on March 25, 2008,
Moody's Investors Service raised the subordinated shelf
registration rating to (P) Ba1 from (P) Ba2 and confirmed the
preferred shelf registration rating at (P) Ba2.


ENERGY TRANSFER: March 31 Balance Sheet Upside Down by $43.7 Mil.
-----------------------------------------------------------------
Energy Transfer Equity, L.P. (NYSE:ETE) reported net income of
$126.7 million and Distributable Cash of $99.3 million for the
three months ended March 31, 2008.

The Partnership's principal sources of cash flow are distributions
it receives from its investments in the limited and general
partner interests in Energy Transfer Partners, L.P.  ETE currently
has no other operating activities apart from those conducted by
the operating subsidiaries within ETP. ETE's principal uses of
cash are for expenses, debt service and distributions to its
general and limited partners.

ETE's net income decreased $20.7 million for the three months
ended March 31, 2008 to $126.7 million as compared to $147.4
million for the three months ended February 28, 2007. The decrease
is due primarily to the net unrealized losses on non-hedged
interest rate derivatives of approximately $31.3 million held by
ETE. The loss is attributable to the mark-to-market accounting of
ETE's interest rate swaps and is principally a non-cash charge.

As of March 31, 2008, Energy Transfer Equity LP and its
subsidiaries reported total assets of $9.9 billion and total
liabilities of $10 billion, resulting in total partners' deficit
of $43.7 million.  On March 31, 2007, total partners' deficit was
$15.6 million.

Energy Transfer Equity, L.P. (NYSE:ETE) owns the general partner
of Energy Transfer Partners and approximately 62.5 million ETP
limited partner units. Together ETP and ETE have a combined
enterprise value approaching $20 billion.

Energy Transfer Partners, L.P. (NYSE:ETP) is a publicly traded
partnership owning and operating a diversified portfolio of energy
assets. ETP has pipeline operations in Arizona, Colorado,
Louisiana, New Mexico, and Utah, and owns the largest intrastate
pipeline system in Texas. ETP's natural gas operations include
intrastate natural gas gathering and transportation pipelines,
natural gas treating and processing assets and three natural gas
storage facilities located in Texas. These assets include
approximately 14,000 miles of intrastate pipeline in service, with
approximately 500 miles of intrastate pipeline under construction,
and 2,400 miles of interstate pipeline. ETP is also one of the
three largest retail marketers of propane in the United States,
serving more than one million customers across the country.

The Troubled Company Reporter on April 11, 2008, reported that
Fitch Ratings affirmed the ratings for Energy Transfer Partners,
L.P. and Energy Transfer Equity, L.P.  The Rating Outlooks for
ETP and ETE are Stable.

Energy Transfer Partners, L.P.
  -- Issuer Default Rating at 'BBB-';
  -- Senior unsecured debt at 'BBB-'.

Energy Transfer Equity, L.P.
  -- IDR at 'BB-';
  -- Senior secured term loan at 'BB';
  -- Senior secured revolving credit facility at 'BB'.

ETP's ratings and Stable Outlook reflect the increasing scale,
scope, and diversity of its operations, strong quantitative credit
measures, a conservative distribution policy, a favorable near-
term regional natural gas supply position from expanding Barnett
Shale and Bossier Sands development, and the expected benefits of
ongoing contractually supported pipeline expansions.  ETP's credit
measures are consistent with its peer group of investment grade
MLPs.  However, a substantial capital spending program directed
mostly toward pipeline expansion projects, estimated to
approximate $1.8 billion for calendar 2008, will result in
increased debt leverage until the new projects generate operating
returns.


FEDDERS CORP: Wants to Liquidate All Assets Under Trust Pact
------------------------------------------------------------
Fedders Corporation and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware for authority
to terminate the trust agreement dated Jan. 1, 1997, in connection
with the Fedders supplemental retirement plan, as amended, and
liquidate the investments held under the agreement.

The Debtors also ask the Court to authorize Christiana Bank &
Trust Company, the designated trustee under the trust agreement,
to turn over all assets of the trust to the Debtors for the
benefit of the estates.

The trust was established by the Debtors to accumulate funds to
assist the Debtors to meet their contractual obligations to pay
participants of the retirement plan, without subjecting the
participants to federal income taxes.

As of Dec. 31, 2007, the trust has at least $5,242,000 in assets,
which consists of $2,995,000 of money market funds and restricted
funds, and unliquidated investments valued at $2,247,000.

The Debtor will notify the debtor-in-possession lenders and
prepetition term loan agent three-day prior notice before using
the funds.  The Debtors say that their interest in the retirement
plan is subject to the DIP lenders' lien.

HSBC Bank USA, National Association, was the previous trustee
under the agreement.

A hearing is set on June 18, 2008, at 2:00 p.m., to consider
approval of the Debtors' request.  Objections, if any, are due
June 11, 2008, at 4:00 p.m.

A full-text copy of the Trustee Agreement is available for free
at http://ResearchArchives.com/t/s?2bd4

                    About Fedders Corporation

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

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

The Debtors have sought an extension of their exclusive plan
filing period until May 31, 2008.


FOCUS ENHANCEMENTS: Posts $6 Million Net Loss in 1st Quarter 2008
-----------------------------------------------------------------
Focus Enhancements, Inc. (NASDAQ:FCSE) disclosed its first quarter
2008 financial results.  

Revenue for the first quarter of 2008 was $3.9 million, compared
to $7.1 million reported for the same quarter of 2007. The
decrease is primarily attributable to lower Direct To Edit(TM)
(DTE) disk recorder sales. Operating expenses were $6.8 million,
compared with $7.3 million in the prior year period. Research and
development (R&D) expenses were $3.6 million, compared to $3.9
million in 2007. Net loss for the first quarter was $6.0 million,
or $0.07 per share, versus a net loss of $4.4 million, or $0.06
per share, in the same quarter of 2007.

As of March 31, 2008, the company reported total current assets of
$14.9 million and total current liabilities of $13.2 million.  
Total assets reached $29.7 million while total liabilities reached
$30.4 million, resulting in a stockholders' deficit of $753,000.

Brett Moyer, president and CEO of Focus Enhancements, stated "We
are clearly disappointed with these first quarter results. Our DTE
recorder sales were impacted by transitioning camcorder technology
at the professional camcorder level. However, as the quarter
ended, we believe our customer's inventory levels were back in
line with current sales demand and initial second quarter orders
indicate the sales situation is improving. With the successful
launch of the new FS5 DTE recorder and new media asset management
(MAM) products at 2008 NAB, we believe our System Business' sales
will significantly increase in subsequent quarters this year when
compared to the first quarter 2008. Our new System Business
products concentrate on expanding file format and multi-platform
support across our product families to establish a continuous
workflow and seamless interoperability platform with popular non-
linear editing systems and video camcorders. Most notably, this
has led us to work together with SONY on developing a customized
media server exclusively for the Sony XDCAM EX(TM) format, that
supports Sony's powerful new PMW-EX1 camcorder. Additionally, in
the Semiconductor Business, we believe 2008 demand for GPS and
portable media player devices will drive year-over-year growth."

"In February, we took measures to improve our financial position
by aggressively reducing our costs. We also restructured our debt
and raised $9.3 million in capital to fund UWB development and
provide general working capital. At March 31, 2008, we had $7.7
million in cash and cash equivalents. We expect third and fourth
quarter operating expenses to be approximately $6.2 million, down
from the $6.7 million and $7.7 million reported in the third and
fourth quarters of 2007, respectively."

"The UWB market continues to develop. We expect performance to
increase substantially as notebook manufactures begin to embed a
native wireless host controller interface (WHCI) via a PCIe mini
card option this fall. This would enable the desired file transfer
speeds approaching 200Mbps versus the current industry performance
averaging less than 40 Mbps in hub and dongles and validates our
development plan to deliver a low cost single chip CMOS solution
in the second quarter of 2009, at a projected volume price target
of sub $7," concluded Moyer.

The company hosted a shareholder conference call to discuss the
first quarter 2008 results on May 12, 2008.  The webcast will be
available through August 12, 2008, at Focus Enhancements' web
site: http://www.focusinfo.com/ A telephone replay will be  
available through May 14; dial 800-642-1687, and enter access code
46400426.

                  About Focus Enhancements, Inc.

Headquartered in Campbell, Calif., Focus Enhancements, Inc.
(NASDAQ: FCSE) -- http://www.Focusinfo.com/-- designs world   
class-solutions in advanced, proprietary video and wireless video
technologies.  The company's Semiconductor Group develops wireless
IC chip set based on WiMedia UWB standard and design as well as
markets portable ICs to the video convergence, portable media,
navigation systems and smartphone markets.  The company's System
Group develops video products for the digital media markets, with
customers in the broadcast, video production, digital signage and
digital asset management markets.

The Troubled Company Reporter reported on April 8, 2008, that
Burr, Pilger & Mayer LLP in San Jose raised substantial doubt
about Focus Enhancements, 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 recurring losses from
operations, net capital deficiency and accumulated deficit.  For
the year ended Dec. 31, 2007, the company posted a $17,361,000
net loss on $29,971,000 of net revenues as compared with a
$15,923,000 net loss on $37,478,000 of net revenues for the same
period in 2006.  At Dec. 31, 2007, the company's balance sheet
showed $25,920,000 in total assets, $24,863,000 in total
liabilities, and $1,057,000 in total stockholders' equity.  The
company's balance sheet at Dec. 31, 2007, showed strained
liquidity with $11,336,000 in total current assets available to
pay $13,370,000 in total current liabilities.


FORD MOTOR: Urges Shareholders to Take No Action on Tracinda Offer
------------------------------------------------------------------
The Board of Directors of Ford Motor Company recommended that its
stockholders take no action at this time in response to the
announcement by Tracinda Corporation that it has commenced a
tender offer to acquire up to 20 million shares of Ford's common
stock at a price of $8.50 per share.

As reported in the Troubled Company Reporter on April 29, 2008,
Tracinda disclosed that it will make a cash tender offer for up to
20 million shares of common stock of Ford at a price of $8.50 per
share.  The offer price represents a 13.3% premium over Ford's
closing stock price of $7.50 on April 25, 2008 and a 38.7% premium
over Ford's closing stock price on April 2, 2008, the day upon
which Tracinda began accumulating shares in the company.

The shares to be purchased pursuant to the offer represent
approximately 1% of the outstanding shares of Ford common stock.
Tracinda Corporation, of which Kirk Kerkorian is the sole
shareholder, currently owns 100 million shares of Ford common
stock, which represents approximately 4.7% of the outstanding
shares.  Tracinda's average cost for such shares is approximately
$6.91 per share.  Upon completion of the offer, Tracinda would
beneficially own 120 million shares of Ford common stock, or
approximately 5.6% of the outstanding shares.

The company's Board said it will review and consider Tracinda's
offer and will advise stockholders of the Board's position
regarding the offer by May 22, 2008, as required under applicable
securities law.

Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) --
http://www.ford.com/-- manufactures or distributes automobiles in
200 markets across six continents.  With about 260,000 employees
and about 100 plants worldwide, the company's core and affiliated
automotive brands include Ford, Jaguar, Land Rover, Lincoln,
Mercury, Volvo, Aston Martin, and Mazda.  The company provides
financial services through Ford Motor Credit Company.

The company has operations in Japan in the Asia Pacific region.
In Europe, the company maintains a presence in Sweden, and the
United Kingdom.  The company also distributes its brands in
various Latin American regions, including Argentina and Brazil.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said that the ratings and
outlook on Ford Motor Co. and Ford Motor Credit Co. (both rated
B/Stable/B-3) were not affected by Ford's announcement of an
agreement to sell its Jaguar and Land Rover units to Tata Motors
Ltd. (BB+/Watch Neg/--) for $2.3 billion (before $600 million of
pension contributions by Ford for Jaguar-Land Rover).

As reported in the Troubled Company Reporter on Feb. 15, 2008,
Fitch Ratings affirmed the Issuer Default Ratings of Ford Motor
Company and Ford Motor Credit Company at 'B', and maintained the
Rating Outlook at Negative.

As reported in the Troubled Company Reporter on Nov. 19, 2007,
Moody's Investors Service affirmed the long-term ratings of Ford
Motor Company (B3 Corporate Family Rating, Ba3 senior secured,
Caa1 senior unsecured, and B3 probability of default), but changed
the rating outlook to Stable from Negative and raised the
company's Speculative Grade Liquidity rating to SGL-1 from SGL-3.
Moody's also affirmed Ford Motor Credit Company's B1 senior
unsecured rating, and changed the outlook to Stable from Negative.
These rating actions follow Ford's announcement of the details of
the newly ratified four-year labor agreement with the United Auto
Workers.


FRONTIER AIRLINES: Allowed to Hire Epiq Bankr. as Claims Agent
--------------------------------------------------------------
Judge Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York approved, on a final basis, an
application by Frontier Airlines Holdings Inc. and its
subsidiaries to retain Epiq Bankruptcy Solutions as their notice
and claims agent, pursuant to Section 156 of the Bankruptcy Code,
Rule 5075-1(a) of the Local Rules of the Bankruptcy Court for the
Southern District of New York and the Claims Agent Protocol.

As the Debtors' Notice Agent and Claims Agent, Epiq is expected
to:

   (1) prepare and serve required notices in the Debtors'  
       Chapter 11 cases:

       -- Notice of the commencement of the Chapter 11 cases
          and the initial meeting of creditors under Section
          341(a) of the Bankruptcy Code;

       -- Notice of the claims bar date;

       -- Notice of objections to claims;

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

       -- Other miscellaneous notices to any entities, as the
          Debtors or the Court may deem necessary or appropriate.

   (2) file with the Clerk's Office a certificate of service  
       after the service of each particular notice, and an
       alphabetical list of persons on whom the notice was
       served and the date and manner of service.

   (3) maintain copies of all proofs of claim and proofs of
       interest filed.

   (4) maintain official claims registers with all necessary
       information relevant to the claim.

   (5) implement necessary security measures to ensure the
       completeness and integrity of the claims register.

   (6) maintain an up-to-date mailing list for all filers of   
       proofs claim or interest, which list will be available
       upon request of a party-in-interest or the Clerk s Office.

   (7) provide access to the public for examination of copies of
       the proofs of claim or interest without charge during
       regular business hours.

   (8) record all transfers of claims and provide notice of the
       transfers pursuant to Rule 3001(e) of the Federal Rules of
       Bankruptcy Procedure.

   (9) comply with applicable federal, state, municipal and local   
       statutes, ordinances, rules, regulations, orders, and
       other requirements.

  (10) provide temporary employees to process claims, as
       necessary.

  (11) promptly comply with further conditions and requirements
       as the Court may at any time prescribe.

Thirty days prior to the close of the Chapter 11 cases, an order
dismissing Epiq will be submitted terminating its services.
At the close of the Chapter 11 cases, Epiq will box and transport
all original documents to the Federal Records Center, in proper
format as specified by the Clerk's Office.

In addition, the Debtors sought to employ Epiq to assist it with,
among other things, certain data processing and ministerial
administrative functions, including: (a) preparing its schedules,
statement of financial affairs and master creditor list, and any
amendments; (b) if necessary, reconciling and resolving claims;
and (c) acting as solicitation and disbursing agent in connection
with the Chapter 11 plan process.

Epiq will be paid on a monthly basis for its (i) Case Management
Services, (ii) Claims Management Services, (iii) Printing,
Mailing and Noticing Services, (iv) Document Management/Imaging,
(v) Confidential Document Management, and (vi) Voting Tabulation
and Reports.

For its Case Management Services, the firm's hourly rates are:

   Clerk                     $40 to $60                 
   Case Manager             $125 to $175               
   Programming Consultant   $140 to $190               
   Case Manager(level2)     $185 to $220              
   Sr. Case Manager         $225 to $275              
   Sr. Consultant           To be discussed         

The level of Senior Consultant activity will vary by engagement.  
The usual average rate for a Senior Consultant is $295 per hour.
Any other additional professional services not specifically
covered in the engagement will be charged at hourly rates
including any outsourced data input services performed under the
firm's supervision and control.  Outside vendors will be paid a
premium for weekend and overtime work.

The Debtor also agreed to pay Epiq a $25,000 retainer to be
applied against the firm's final invoice for their services
provided.

Ron Jacobs, president of Epiq's bankruptcy services division,
assured the Court that Epiq is a "disinterested person" as that
term is defined in Section 1107(b) and as modified by Section
1107(b) of the Bankruptcy Code.  Epiq neither holds nor represents
any interest adverse to the Debtors and their estates, Mr. Jacobs
said.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


FRONTIER AIRLINES: Can Hire Faegre & Benson as Special Counsel
--------------------------------------------------------------
Frontier Airlines Holdings Inc. and its subsidiaries obtained  
authority from the U.S. Bankruptcy Court for the Southern
District of New York to employ Faegre & Benson LLP as special
counsel, effective as of the Debtors' bankruptcy filing date, with
respect to various corporate, securities, andlitigation matters
and any claims or disputes of the Debtors made
by or against First Data Corporation.

Edward M. Christie, III, the Debtors' senior vice president for
finance, said, Faegre & Benson is well-qualified to represent the
Debtors in an efficient and effective manner as special counsel
with respect to credit processor issues, corporate securities and
litigation matters, and any claims or disputes of the Debtors made
by or against First Data Corp.

Mr. Christie said that the Debtors are separately seeking the
Court's authorization to employ as their counsel in the Chapter
11 cases (i) Davis Polk & Waldwell as general restructuring
counsel and (ii) Togut, Segal & Segal LLP as general conflicts
counsel.

According to Mr. Christie, DPW is unable to represent the Debtor
in any litigation involving First Data Corp. due to conflict of
interest.

Faegre & Benson is expected to work closely with the Debtors,
DPW, Togut, and each of the Debtors' other retained professionals
to clearly delineate each professional's duties to prevent
unnecessary duplication of work.

Faegre & Benson will be paid based on its customary hourly rates
and reimbursed for actual, reasonable and necessary out-of-pocket
expenses.

The firm's hourly rates are:

     Partners                     $375 to $695
     Associates/Special Counsel   $175 to $420
     Paralegals and Clerks        $140 to &285

The attorneys and paralegals who will primarily work on the
Debtors' case, and their billing rates are:

     Professional         Position      Rate
     ------------         --------      ----

     Douglas R. Wright      Partner     $550
     Michael R. Stewart     Partner     $625
     Dennis M. Ryan         Partner     $565
     Jerome A. Miranowski   Partner     $565
     Jeffrey Sherman        Partner     $500
     Michael Krauss         Partner     $375
     Heather Carson Perkins Partner     $410
     Jason Day              Associate   $385
     Brandee L. Caswell     Associate   $380
     Theresa H. Dykoschak   Associate   $265
     Kristy M. Koeltzow     Paralegal   $255
     Kristin L. Dunlop      Paralegal   $255
     Debrah L. Wegler       Paralegal   $230

Within the one-year period prior to bankruptcy filing, Faegre &
Benson received from the Debtors $440,000 for services rendered
and related expenses.  There are no outstanding amounts owed to
the firm on account of services or expenses incurred prepetition.
In addition, prior to the Petition Date, Faegre & Benson received
$300,000 in retainer payments for services to be rendered and for
expenses incurred in connection with the Debtors Chapter 11
cases.

Mr. Ryan assured the Court that Faergre & Benson is not connected
with the Debtors, their creditors, other parties-in-interest or
the U.S. Trustee or any person employed by the Office of the U.S.
Trustee, and does not hold any interest adverse to the Debtors
or their estates with respect to the matters upon which it is to
be engaged.

                   About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)                    
About Frontier Airlines Inc.

Headquartered in Denver, Colorado, Frontier Airlines Inc. --
http://www.frontierairlines.com/-- provide air transportation for
passengers and freight.  They operate jet service carriers linking
their Denver, Colorado hub to 46 cities coast-to-coast, 8 cities
in Mexico, and 1 city in Canada, well as provide service from
other non-hub cities, including service from 10 non-hub cities to
Mexico.  As of May 18, 2007 they operated 59 jets, including 49
Airbus A319s and 10 Airbus A318s.

The Debtor and its debtor-affiliates filed for Chapter 11
protection on April 10, 2008, (Bankr. S.D. N.Y. Case No.: 08-11297
thru 08-11299.)  Hugh R. McCullough, Esq. at Davis Polk & Wardwell
represent the Debtors in their restructuring efforts. Togul, Segal
& Segal LLP is Debtors' Conflicts Counsel, Faegre & Benson LLP is
the Debtors' Special Counsel, and Kekst and Company is the
Debtors' Communications Advisors.  At Dec. 31, 2007, Frontier
Airlines Holdings Inc. and its subsidiaries' total assets was
$1,126,748,000 and total debts was $933,176,000.  (Frontier
Airlines Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


GENERAL MOTORS: May Use $7BB Undrawn Loans Upon Industry Downturn
-----------------------------------------------------------------
Although General Motors Corp. is confident of a liquidity cushion
that would sustain global automotive operations in 2008, it
intends to manage liquidity in a U.S. industry downturn by
accessing roughly $7 billion of undrawn U.S. commited credit
facilities, according to a Securities and Exchange Commission
filing.  If current adverse economic conditions persist or
deteriorate further, GM would consider a wide range of possible
actions to reduce its funding needs and to obtain additional
liquidity.

As reported in the Troubled Company Reporter on May 9, 2008,
the work stoppage at supplier American Axle & Manufacturing
Holdings Inc. has negatively impacted GM's liquidity by
$2.1 billion for the three months ended March 31, 2008.  
Approximately 30 of GM's plants in North America have been fully
or partially idled by the work stoppage.  GM, however, said the
work stoppage has not negatively impacted the company's ability to
meet customer demand due to the high levels of inventory at its
dealers.

GM North America's results were negatively impacted by
$800 million as a result of the loss of approximately 100,000
production units in the three months ended March 31, 2008.  The
automaker anticipates that this lost production will not be fully
recovered after this work stoppage is resolved, due to the current
economic environment in the United States and to the market shift
away from the types of vehicles that have been most strongly
affected by the action at American Axle.

At March 31, 2008, GM's balance sheet showed total assets of
$145,741,000,000 and total debts of $186,784,000,000, resulting in
a stockholders' deficit of $41,043,000,000.  Deficit, at Dec. 31,
2007, and March 31, 2007, was $37,094,000,000 and $4,558,000,000,
respectively.

For three months ended March 31, 2008, GM reported a net loss of
$3,251,000,000 on $42,670,000,000 total net sales and revenue,
compared to a net income of $62,000,000 on $43,387,000,000 total
net sales and revenue for same period last year.

According to the regulatory filing, the company has long-term
plans to cut U.S. hourly people costs by $5 billion in 2010 or
2011.  GM's mid-term outlook includes pricing for stronger brands,
materil cost reductions, improved GMAC LLC performance, and
further growth of emerging markets.

Headquartered in Detroit, Michigan, General Motors Corp. (NYSE:
GM) -- http://www.gm.com/-- was founded in 1908.  GM employs
about 266,000 people around the world and manufactures cars and
trucks in 35 countries.  In 2007, nearly 9.37 million GM cars and
trucks were sold globally under the following brands: Buick,
Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel,
Pontiac, Saab, Saturn, Vauxhall and Wuling.  GM's OnStar
subsidiary is the industry leader in vehicle safety, security and
information services.

                           *     *     *

As reported in the Troubled Company Reporter on April 28, 2008,
Standard & Poor's Ratings Services said that its 'B' long-term and
'B-3' short-term corporate credit ratings on General Motors Corp.
remain on CreditWatch with negative implications, where they were
placed March 17, 2008.  The CreditWatch update follows downgrades
of 49%-owned subsidiaries GMAC LLC (B/Negative/C) and Residential
Capital LLC (CCC+/Watch Neg/C).  The rating actions on Residential
Capital LLC and GMAC were triggered by the resignation of the only
independent directors at Residential Capital LLC.


GLOBAL BEVERAGE: Turner Stone Expresses Going Concern Doubt
-----------------------------------------------------------
Turner, Stone & Company, LLP, raised substantial doubt on the
ability of Global Beverage Solutions, 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 limited revenues and incurred losses totaling
$33,766,869 for the period from Aug. 26, 2002, (inception) through
Dec. 31, 2007.

The company posted a net loss of $1,553,934 on $0.00 income from
operations for the year ended Dec. 31, 2007, as compared with a
net loss of $1,200,178 on total income from operations of $124,698
in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $2,904,201 in
total assets and $6,076,990 in total liabilities, resulting in
$3,172,789 stockholders' deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b2d

                       About Global Beverage

Headquartered in Plantation, Fla., GlobaL Beverage Solutions Inc.
(OTC BB: GBVS.OB) -- http://www.globalbeveragesolutions.com/-- is  
a business development company organized pursuant to applicable
provisions of the Investment Company Act of 1940.  The company
primarily focuses on manufacturing, distribution and sales of
unique beverages globally.


GRAHAM PACKAGING: March 31 Balance Sheet Upside-Down by $771.5MM
----------------------------------------------------------------
Graham Packaging Holdings Company's consolidated balance sheet at
March 31, 2008, showed $2.3 billion in total assets and
$3.0 billion in total liabilities, resulting in a $771.5 million
total partners' deficit.

The company reported net income of $3.8 million for the first
quarter ended March 31, 2008, compared with a net loss of
$15.6 million in the corresponding period last year.

Net sales for the three months ended March 31, 2008, increased
$47.6 million, or 7.7%, to $669.4 million from $621.8 million for
the three months ended March 31, 2007.  The increase in sales was
primarily due to an increase in resin costs which are passed
through to customers and the positive impact of changes in
exchange rates, offset by lower volume and price reductions in
response to competitive pressure.

Gross profit for the three months ended March 31, 2008, increased
$12.9 million to $93.1 million from $80.2 million for the three
months ended March 31, 2007.  The increase in gross profit was
primarily attributable to ongoing expense reduction initiatives,
lower depreciation expense of $4.8 million, a weakening of the
dollar against the euro and other currencies of $2.5 million and
lower project startup costs of $600,000, partially offset by price
reductions in response to competitive pressure.

Selling, general and administrative expenses for the three months
ended March 31, 2008, decreased $2.2 million to $33.0 mill ion
from $35.2 million for the three months ended March 31, 2007.

Interest expense decreased $5.1 million to $50.8 million for the
three months ended March 31, 2008, from $55.9 million for the
three months ended March 31, 2007.  The decrease was primarily
related to the write-off in 2007 of $4.5 million of deferred
financing fees in connection with the March 30, 2007 amendment to
the company's credit agreement.

Income tax provision increased $3.2 million to $6.4 million for
the three months ended March 31, 2008, from $3.2 million for the
three months ended March 31, 2007.  

                 Liquidity and Capital Resources

At March 31, 2008, the company's total indebtedness was
$2.5 billion.  

At March 31, 2008, availability under the company's $250.0 million
revolving credit, which expires on Oct. 7, 2010, was
$239.1 million.  As of March 31, 2008, the company was in
compliance with the financial ratios and tests specified in the
credit agreement with is lenders.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2bcc

                      About Graham Packaging

Based in York, Pa., Graham Packaging Holdings Company,
the parent company of Graham Packaging Company L.P. --
http://www.grahampackaging.com/-- is engaged in the design,  
manufacture and sale of customized blow molded plastic
containers for the branded food and beverage, household,  
automotive lubricants and personal care/specialty product  
categories.  As of the end of March 2008, the company operated 83
manufacturing facilities throughout North America, Europe and
South America.

The Blackstone Group, an investment firm, is the majority owner of
Graham Packaging Holdings Company.


GRAN TIERRA: To Restate Financial Statements in 10-K Form Filing
----------------------------------------------------------------
Gran Tierra Energy Inc. will restate the company's financial
statements for previously reported quarters ended March 31, 2007,
June 30, 2007, and Sept. 30, 2007, and the years ended Dec. 31,
2007 and 2006.  The company discovered a misclassification of
accounts payable and accrued liabilities resulting in a
misstatement of cash flows from operating activities, with a
corresponding offset to cash flows from investing activities.  The
restatement will have no effect on the previously reported net
change in cash and cash equivalents and no impact on previously
reported consolidated balance sheets or consolidated statements of
operations and accumulated deficit.  The company will file an
amendment to its annual report on Form 10-K for the year ended
Dec. 31, 2007, to reflect the restatement.

In the course of preparing its interim financial statements for
its quarterly report on Form 10-Q to be filed with the
Securities and Exchange Commission for the quarter ended
March 31, 2008, the company discovered the misclassification in
its 2007 interim financial statements for the previously
reported quarters ended March 31, 2007, June 30, 2007, and
Sept. 30, 2007, and annual financial statements for the years
ended Dec. 31, 2007 and 2006.  The company is in the process of
completing its assessment of this matter.

As a result, management and the audit committee have concluded
that the company's previously-filed financial statements for the
corresponding periods should not be relied upon.  The company
plans to file its Form 10-K/A containing its restated 2007 and
2006 financial statements, and reflecting the corrections to the
financial statements for the interim periods in 2007, on
May 12, 2008.

                     About Gran Tierra Energy

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

At Dec. 31, 2007, the company's balance sheet showed total
assets of US$112.79 million, total long term liabilities of
US$36 million and total shareholders' equity of US$76.79
million.

                       Successive Net Losses

As reported in the Troubled Company Reporter on Jan. 4, 2008,
the company disclosed in the regulatory filing that it "has a
history of net losses."  The company said it expects to incur
substantial expenditures to further its capital investment
programs and the company's existing cash balance and cash flow
from operating activities may not be sufficient to satisfy its
current obligations and meet its capital investment commitments.

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


GREATER BIBLE WAY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: The Greater Bible Way Miracle Temple International
        Fellowship, Inc.
        3347 Hunters Pace Dr.
        Lithonia, GA 30038

Bankruptcy Case No.: 08-68542

Type of Business: The Debtor owns and leads a religious
                  organization.

Chapter 11 Petition Date: May 5, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Dorna Jenkins Taylor, Esq.
                  Taylor & Associates, LLC
                  1401 Peachtree St., Ste. 500
                  Atlanta, GA 30309
                  Tel: (404) 870-3560
                  Fax: (404) 745-0136
                  Email: dorna.taylor@taylorattorneys.com
                  http://www.taylorattorneys.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.


HALCYON SECURITIZED: Moody's Lowers Ratings on Four Classes to Ca
-----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Halcyon Securitized Products Investors ABS CDO II Ltd.

Class Description: Up to $225,000,000 Class A-1(a) Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $75,000,000 Class A-1(b) Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $82,500,000 Class A-2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $36,000,000 Class B Senior Secured Floating
Rate Notes Due 2046

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

Class Description: $27,500,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $21,500,000 Class D-1 Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $6,000,000 Class D-2 Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $4,000,000 Class E Senior Secured Deferrable
Interest Floating Rate Notes Due 2046

  -- Prior Rating: Ca
  -- Current Rating: C

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the structured finance
securities.


HANESBRANDS INC: S&P Lifts Corporate Credit Rating to BB- from B+
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its corporate credit
rating on Winston-Salem, North Carolina-based intimate apparel and
activewear maker Hanesbrands Inc. to 'BB-' from 'B+'.  At the same
time, S&P raised the bank loan and unsecured debt ratings, while
leaving the existing recovery ratings on the company unchanged.  
Total debt outstanding at March 29, 2008, was $2.3 billion.
     
The rating upgrade reflects the company's positive operating
momentum as a stand-alone entity since its spin-off from Sara Lee
Corp. in September 2006, and its modestly improving credit
protection measures.  "Management is on track in executing the
company's strategies, is focusing on investing in key brands,"
said Standard & Poor's credit analyst Susan H. Ding, "and has
benefited from its cost-saving initiatives."  As a result, credit
protection measures and operating results have improved and are in
line with S&P's expectations.


HIGH ARCTIC: Gets May 30 Extension to Meet Loan Covenants
---------------------------------------------------------
High Arctic Energy Services Inc. signed a further amendment to its
credit facilities, extending to May 30, 2008, the time by which
the Corporation must reduce its debt to meet its financial
covenant requirements under its senior credit facilities.

On April 11, High Arctic obtained a May 11 extension of its
deadline.  Previous extensions were granted on February 8 and on
March 11.

In April, the Corporation appointed a Restructuring Committee with
a mandate that includes negotiating with the lenders.  The
Committee has been engaged in constructive discussions with the
Corporation's lenders for some time and, while further extensions
are not certain, it believes that a longer extension may be
forthcoming to allow the Corporation a reasonable time to reduce
its debt.  The terms and conditions or length of any extension are
not known at this time but would likely require the Corporation to
raise proceeds through the sale of assets or a new equity issue in
a reasonable time frame.  The amount and timing of any debt
repayment are part of the negotiations.  A number of assets have
been identified that could be sold to both raise proceeds to repay
debt and to rationalize the business operations with minimal
impact on earnings going forward.

High Arctic believes the May 30 extension will be adequate to
finalize the terms of a longer extension.

High Arctic -- (TSX: HWO) -- through its subsidiaries, provides
specialized oilfield equipment and services, including drilling,
completion and workover operations.  Based in Red Deer, Alberta,
High Arctic has domestic operations primarily in Alberta, British
Columbia and the Northwest Territories in Canada.  International
operations are currently active in Mexico, the Middle East,
Northern Africa and Asia.


HILEX POLY: Files Joint Prepackaged Chapter 11 Plan
---------------------------------------------------
Hilex Poly Co. LLC and Hilex Poly Holding Co. LLC delivered to
the United States Bankruptcy Court for the District of Delaware a
Chapter 11 Joint Prepackaged Plan of Reorganization dated May 2,
2008, and a Disclosure Statement explaining that plan.

The Debtors have negotiated the terms of the plan with the first
lien agent and certain of the first lien lenders, and the second
lien agent and certain of the second lien lenders.  The Debtors
and the lenders have agreed to discuss the term sheet of
consensual plan of reorganization -- including proposed
distribution to be received by the creditors, funding of the
restructuring under the plan, proposed post-reorganization capital
structure and other key terms of the plan.

In addition, the term sheet contemplates a new debtor-in-
possession financing facility and an exit financing facility.

                $140,000,000 GECC DIP Financing

A consortium of lenders headed by General Electric Capital
Corporation agreed to provide up to $140 million in revolving loan
and term loan under a debtor-in-possession credit agreement.  The
DIP facility is comprised of (i) a $90 million DIP revolving loan
facility, and (ii) a $50 million DIP term loan facility, including
a swingline subfacility of at least $15 million.

The proceeds of the loan will be used to pay, among other things
(i) the first lien revolving loan claim, (ii) postpetition
operating expenses of the Debtors incurred in the ordinary course
of business, (iii) transaction fees and expenses, and (iv) certain
other costs of administration of the Chapter 11 cases.

The contemplated exit facility will feature a revolving credit
subfacility to be negotiated and a new term loan for $50 million.

                       Overview of the Plan

The Plan is based primarily upon a prepetition compromise with
the first lien agents, the second lien agents, the holders of the
revolving first lien loan claims, the holders of a majority of the
first lien term B loan claims, and the holders of a majority of
the second lien claims.  The Plan provides that:

   a) all existing equity interests in Hilex Opco will be
      cancelled and 100% of the new membership interests in Hilex  
      Opco will be issued to New Holdco;

   b) 85% of the New Common Stock of New Holdco will be
      distributed to the Holders of Second Lien Claims in
exchange        
      for the cancellation of their prepetition indebtedness;

   c) 15% of the New Common Stock of New Holdco will be
      distributed to Holders of First Lien Term B Loan Claims in
      exchange for the cancellation of their term loans;

   d) the Holders of First Lien Term B Loan Claims will also  
      receive New Holdco Notes, which are due 2013, in an         
      aggregate face amount of $115.1 million with, at the option
      of New Holdco, cash interest accruing at a rate of 12.75%
      per annum or payment in kind interest accruing at a rate of
      13.5% per annum;

   e) the Holders of First Lien Revolving Loan Claims will be paid
      in full in Cash, subject and pursuant to the terms of the
      Final DIP Order;

   f) the claims of trade and other general unsecured creditors
      against Hilex Opco will remain unimpaired; and

   g) all existing claims against and equity interests in Hilex
      Holding will be extinguished and cancelled and Hilex Holding
      will be dissolved.

                   Treatment of Claims And Interests

           Types of                       Estimated    Estimated
  Class    Claims            Treatment    Amount       Recovery
  -----    --------          ---------    ---------    ---------
   N/A     Administrative    unimpaired   $17,900,000     100%
           Claims
           
   N/A     DIP Claims        unimpaired   $93,300,000     100%

   N/A     Priority Tax      unimpaired   $400,000        100%
           Claims

    1      Priority Non-Tax  unimpaired   $1,300,000      100%
           Claims

    2      Other secured     unimpaired   $1,100,000      100%
           Claims

    3      First Lien        impaired     $50,100,000     100%  
           Revolving Loan
           Claims

    4      First Lien Term   impaired     $115,100,000    100%
           B Claims

    5      Second Lien       impaired     $105,900,000    106.5%
           Claims

    6      Hilex Opco        unimpaired   $46,400,000     40%  
           General Unsecured
           Claims

    7      Hilex Holdings    impaired     $28,000,000     0%
           General Unsecured
           Claims

    8      Intercompany      unimpaired   $500,000        100%
           Claims

    9      Hilex Holding     impaired     N/A             0%
           Interests

   10      Hilex Opco        impaired     N/A             0%
           Interests

A full-text copy of the Joint Prepackaged Plan of Reorganization
is available for free at http://ResearchArchives.com/t/s?2ba8

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2ba9

Headquartered in Hartsville, South Carolina, Hilex Poly Co. LLC
-- http://www.hilexpoly.com/-- manufactures plastic bag and film  
products.  The company has approximately 1,324 personnel and has
10 manufacturing facilities located in the United States.

The company and its affiliates Hilex Poly Holding Co. LLC filed
for Chapter 11 protection on May 6, 2008 (Bankr. D. Del. Lead Case
No.08-10890).  Hilex Poly is a majority-owned subsidairy of Hilex
Poly Holding Co. LLC.  Edmon L. Morton, Esq., and Kenneth J.
Enos, Esq., at Young, Conaway, Stargatt & Taylor in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 3 has not appointed creditors
to serve on an Official Committee of Unsecured Creditors to date.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and $500
million.


HILEX POLY: Disclosure Statement Hearing Set for June 12
--------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
will convene a hearing on June 12, 2008, at 10:00 a.m., to
consider the adequacy of the Disclosure Statement explaining the
proposed Chapter 11 Joint Prepackaged Plan of Reorganization of
Hilex Poly Co. LLC and Hilex Poly Holding Co. LLC.

Objections, if any, are due June 2, 2008, at 4:00 p.m.

Headquartered in Hartsville, South Carolina, Hilex Poly Co. LLC
-- http://www.hilexpoly.com/-- manufactures plastic bag and film  
products.  The company has approximately 1,324 personnel and has
10 manufacturing facilities located in the United States.

The company and its affiliates Hilex Poly Holding Co. LLC filed
for Chapter 11 protection on May 6, 2008 (Bankr. D. Del. Lead Case
No.08-10890).  Hilex Poly is a majority-owned subsidairy of Hilex
Poly Holding Co. LLC.  Edmon L. Morton, Esq., and Kenneth J.
Enos, Esq., at Young, Conaway, Stargatt & Taylor in Wilmington,
Delaware, represent the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 3 has not appointed creditors
to serve on an Official Committee of Unsecured Creditors to date.

When the Debtors filed for protection against their creditors,
they listed assets and debts between $100 million and $500
million.


HOME INTERIORS: Taps Hunton & Williams as Lead Counsel
------------------------------------------------------
Home Interiors & Gifts, Inc., and its debtor-affiliates selected
Hunton & Williams LLP as their bankruptcy counsel.  The Debtors
are banking on the firm's extensive experience and knowledge of
the areas of bankruptcy and general corporate law.

As bankruptcy counsel, the Debtors need Hunton & Williams to
advise them with respect to their powers and duties, assist them
in negotiating with creditors and other interested parties in the
cases, and take necessary actions to protect and preserve the
Debtors' estates, including advising them on a potential sale of
their assets.

Andrew E. Jillson, Esq., Michael P. Massad, Jr., Esq., Lynnette R.
Warman, Esq., Larry Chek, Esq., Steven T. Holmes, Esq., Cameron W.
Kinvig, Esq., and Jesse Moore, Esq., at Hunton will primarily
represent the Debtors.

The Debtors propose to pay the firm at these hourly rates:

     Partners                 $470 -- $850
     Counsel                  $400
     Associates               $220 -- $450
     Paraprofessionals         $90 -- $160

Mr. Jillson attests that his firm is a "disinterested person",
within the meaning of Section 101(14) of the Bankruptcy Code and
as required by Section 327(a).

The Debtors ask the U.S. Bankruptcy Court for the Northern
District of Texas to seek permission to employ Hunton & Williams
as its bankruptcy counsel.

The Debtors' lead counsel can be reached at:

     HUNTON & WILLIAMS LLP
     1445 Ross Avenue, Suite 3700
     Dallas, Texas 75202
     Tel: (214) 979-3000
     Fax: (214) 880-0011

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and     
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
to date.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


HOME INTERIORS: Wants to Hire Rochelle Hutcheson as Counsel
-----------------------------------------------------------
Home Interiors & Gifts, Inc., and its debtor-subsidiaries received
interim authority from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Rochelle Hutcheson & McCullough, LLP,
as their special counsel.

Rochelle Hutcheson will prosecute certain matters in which the
Debtors' lead counsel, Hunton & Williams LLP, is precluded from
representation because of potential conflicts of interest.

Rochelle Hutcheson was retained by the Debtors as of the March 3,
2008.  The Firm does not have or represent any interest adverse to
the Debtors or their estates on the matters for which it is being
retained as special counsel, Scott M. DeWolf, a member of the
Firm, ascertains.

The Firm will be paid its current standard hourly rates:

     Partners                 $350 -- $550
     Counsel                  $450
     Associates               $220 -- $295
     Paraprofessionals        $140

Mr. DeWolf says his Firm received a $30,000 retainer from the
Debtors.  As of the bankruptcy filing date, the Firm has been paid
$59,000 for services rendered prepetition.

The Firm holds no prepetition claims against the Debtors' estates,
Mr. DeWolf says.

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and     
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
to date.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


HOME INTERIORS: Wants to Hire Boulder as Biz Consultant & CRO
-------------------------------------------------------------
Home Interiors & Gifts, Inc., and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Northern
District of Texas to employ Boulder International LLC, as Business
Consultant and Chief Restructuring Officer effective as of the
Debtors' bankruptcy filing.

Boulder professionals have advised on a wide variety of
engagements including restructurings, turnarounds, acquisitions,
the sale of assets and divisions and subsidiaries, plant closings,
takeovers, start-ups and global expansions, including establishing
manufacturing in China, India and other countries around the
world.

The Debtors initially retained Boulder as of February 19, 2008.  
Boulder assisted the Debtors as their business consultant in
connection with identifying and executing, on various
restructuring strategies, developing a business plan and guiding
the Debtors through significant restructuring efforts.  The
Debtors note that Richard A. Lindenmuth, manager of Boulder, has
developed a great deal of institutional knowledge regarding the
Debtors' operations, assets, capital structure, and related
matters and has worked closely with the Debtors' management team
and their other advisors.

The Debtors tell the Court that Boulder's employment at this point
in the chapter 11 cases is necessary and appropriate to the timely
preparation and confirmation of a plan of reorganization.

Boulder may perform some or all of these services:

   -- Serve as Credit Restructuring Officer for Debtors; and

   -- Work with the Debtors' Board of Directors to preserve the
      value of Debtors' business.

Boulder will be paid $50,000 per month and reimbursed of
reasonable expenses.

Upon execution of their employment agreement, the Debtors paid
Boulder $25,000 for services rendered between the date the
agreement was signed, and the end of May.

Pursuant to the prepetition engagement, the Debtors paid Boulder
an aggregate amount of $272,801 in fees and reimbursement of
expenses.  As of the Petition Date, Boulder has incurred and been
paid for $175,000 in prepetition fees associated with assisting
Debtors with their financial restructuring, attempting to sell
Debtors’ assets, and helping Debtors prepare for their
bankruptcy filings.  Boulder also has incurred and been paid
$97,801 in expenses associated with its prepetition representation
of the Debtors and their restructuring efforts.

Mr. Lindenmuth attests that Boulder and its professionals are
disinterested persons, within the meaning of Section 101(14) of
the Bankruptcy Code and as required by Section 327(a).  Moreover,
Mr. Lindenmuth says, Boulder does not hold or represent an
interest adverse to the estate and does not have any connection
with the Debtors, their creditors, or any other party-in-interest
in the chapter 11 cases.

Boulder International can be reached at:

     Boulder International LLC
     10105 Old Warden Road
     Raleigh, North Carolina 27615
     Attn: Richard Lindenmuth, Esq.
     Tel: (919) 870-1832
     Fax: (919) 847-1783

                      About Home Interiors

Headquartered in Carrollton, Texas, Home Interiors & Gifts, Inc.
-- http://www.homeinteriors.com/-- manufactures, imports and     
distributes indoor and outdoor home decorative accessories.  The
company and six of its affiliates filed for Chapter 11 protection
on April 29, 2008 (Bankr. N.D. Tex. Lead Case No.08-31961).  
Andrew E. Jillson, Esq., Cameron W. Kinvig, Esq., Lynnette R.
Warman, Esq., and Michael P. Massad, Jr., Esq., at Hunton &
Williams, LLP, represent the Debtors in their restructuring
efforts.  The U.S. Trustee for Region 6 has not appointed any
creditors to serve on an Official Committee of Unsecured Creditors
to date.  When the Debtors file for protection against their
creditors, they listed assets and debts between $100 million and
$500 million.


IAC/INTERACTIVECORP: Ends Spin-off Squabble with Liberty Media
--------------------------------------------------------------
IAC/InterActiveCorp will be able to complete the spinoffs of its
business units now that it has resolved the legal dispute with  
Liberty Media Corporation, The Wall Street Journal reports.

The dispute was related to IAC's proposed restructuring, which
included the breakup of its businesses into new companies.

In a press statement, Liberty Media stated that it has agreed to
drop its appeal from the decision handed down by the Delaware
Chancery Court on March 28, 2008.

Liberty said it will not oppose the proposed single-tier spin-offs
of HSN, Interval International, Ticketmaster and Lending Tree,
which IAC advanced on May 13 by making its initial filings with
the Securities and Exchange Commission.

Additionally, the companies agreed on a number of arrangements
regarding the governance of the spun off companies, including
Liberty's right to board representation on each company and a
standstill agreement that limits Liberty's ability to increase its
ownership stakes and to take a variety of other actions with
respect to the spun off companies.

"Now it's really over and that's great for both of us," Barry
Diller, IAC chairman and chief executive officer, stated.

"I am pleased that we were able to amicably resolve our dispute
with IAC. Liberty supports the proposed restructuring of IAC and
looks forward to the ongoing success of each of the new entities
and IAC," John Malone, Liberty chairman said.

                      About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 1, 2008,
Standard & Poor's Rating Services said its ratings on
IAC/InterActiveCorp, including the 'BB' corporate credit rating,
remain on CreditWatch with negative implications, where they were
initially placed on Nov. 5, 2007, following IAC's announcement
that it plans to divide itself into five publicly traded
companies.


IDLEAIRE TECHNOLOGIES: Files Chapter 11 Protection in Delaware
--------------------------------------------------------------
IdleAire Technologies Corp. filed for bankruptcy protection under
Chapter 11 of the Bankruptcy Code with the U.S. Bankruptcy Court
for the District of Delaware after it failed to raise new
financing, Bloomberg News reports.

The company listed total assets of $210,000,000 and total debts of
$303,600,000, says Bloomberg citing papers filed with the court.

                        Credit Agreement

On April 24, 2008, the company entered into a credit agreement
with certain lenders all of whom are holders of the company's 13%
senior secured discount notes due 2012, and Wells Fargo Bank, N.A.
as the administrative agent and collateral agent.

Pursuant to the credit agreement, the company can borrow under
a revolving credit facility of up to (i) $25 million, or (ii)
approved disbursements less available cash at the time of each
borrowing.  All outstanding loans under the Credit Facility
bear interest at 12% per annum, payable in kind monthly in
arrears.  The scheduled maturity date of all loans under the
credit facility is May 2, 2008, according to documents filed with
the Securities and Exchange Commission.

Upon termination of the lenders' commitments under the credit
facility, a commitment termination fee in an amount equal to (i)
10% of the aggregate principal amount of all outstanding loans
under the Credit Facility at the time, and (ii) $1 million, will
become payable.

No commitment termination fee would be payable, however, in the
event that the company were to commence a case under Chapter 11 of
the Bankruptcy Code and either:

   i) the credit facility were to convert into a debtor-in-
      possession credit facility at the written consent of the
      lenders, or

  ii) the lenders holding at least 75% of the outstanding loans
      under the credit facility were to enter into a debtor-in-
      possession credit facility with the company.

A full-text copy of the credit agreement dated April 24, 2008, is
available for free at http://ResearchArchives.com/t/s?2bcf

                         Security Agreement

On April 24, 2008, the company also entered into a Security
Agreement in favor of Wells Fargo Bank, N.A. in its capacity as
the collateral agent for the lenders.

Under the security agreement, all amounts owed under the credit
facility are secured by perfected security interest in, and lien
on, substantially all of the personal property assets of the
Company.  The liens securing the 13% Senior Secured Discount Notes
due 2012 are junior to the liens granted in favor of the Lenders
under the credit facility.

As of April 30, 2008, the company has borrowed approximately
$3.7 million under the credit facility, and the proceeds are being
used for general corporate purposes of the company to pay
disbursements approved by the lenders.

To satisfy one of the closing conditions of the credit Facility,
the company has retained CRG Partners Group LLC, a turn-around
management and restructuring consulting firm.

A full-text copy of the security agreement dated April 24, 2008,
is available for free at http://ResearchArchives.com/t/s?2bd0

                        Going Concern Doubt

Public accounting firm Ernst & Young reported that the company has
a history of net losses, an accumulated deficit of $246,400,000
and working capital of $900,000 as of Dec. 31, 2007, which raise
substantial doubt about the company's ability to continue as a
going concern, according the company's regulatory filing with the
Securities and Exchange Commission.

The company's balance sheets showed total assets of $210,879,000
and total debts of $303,616,000 resulting in a $92,737,000 total
stockholders' deficit during the fiscal year ended Dec. 31, 2007.

The company posted a $93,442,000 net loss for the year ended Dec.
31, 2008, compared to a $60,285,000 net loss a year earlier.

                    About IdleAire Technologies

Headquartered in Knoxville, Tennessee, IdleAire Technologies Corp.
-- http://www.idleaire.com/-- provides idle-reduction services to  
the trucking industry.  The company also offers other safety and
training course to drivers.


IDLEAIRE TECHNOLOGIES: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: IdleAire Technologies Corp.
        410 N. Cedar Bluff Road, Ste. 200
        Knoxville, TN 37923

Bankruptcy Case No.: 08-10960

Type of Business: The Debtor manufactures and services an advanced
                  travel center electrification system providing
                  heating, ventilation & air conditioning,
                  internet and other services to truck drivers
                  parked at rest stops.  See
                  http://www.idleaire.com

Chapter 11 Petition Date: May 12, 2008

Court: District of Delaware (Delaware)

Judge: Kevin Gross

Debtor's Counsel: Elihu Ezekiel Allinson, III, Esq.
                  Email: ZAllinson@SHA-LLC.com
                  William A. Hazeltine, Esq.
                  Email: admin@whazeltinelaw.com
                  William David Sullivan, Esq.
                  Email: bill@williamdsullivanllc.com
                  Sullivan Hazeltine Allinson, LLC
                  4 E. 8th St., Ste. 400
                  Wilmington, DE 19801
                  Tel: (302) 428-8191
                  Fax: (302) 428-8195

Debtor's Financial Condition as of December 31, 2007:

Total Assets: $210,879,000

Total Debts:  $303,616,000

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Wells Fargo Bank NA as         debt                  unknown
Admin. Agent
MAC-N9303-120 (IdleAire)
6th St. & Marquette Ave.
Minneapolis, MN 55479
Fax: (612) 667-9825

PB Constructors, Inc.          litigation            $23,000,000
Attn: Parsons Brinkerhoff,
Inc.
One Penn Plaza
New York, NY 10119
Fax: (212) 465-5096

Nancy Younger; Estate of       litigation            $18,000,000
William Younger
Attn: Don A. Russo, Esq.
7990 Red Road
Miami, FL 33143
Fax: (305) 665-7146

KPMG Corporate Finance, LLC    services              $400,000
345 Park Ave.
New York, NY 10154
Fax: (212) 409-8340

Getzler Henrichg & Associates, trade debt            $317,640
LLC
Attn: Karen Dundas
295 Madison Ave. 20th Flr.
New York, NY 10017
Fax: (212) 697-4812

BlueCross BlueShield of Tenn.  trade debt            $294,466
Receipts Dept.
P.O. Box 180172
Chattanooga, TN 37401-7172
Fax: (423) 755-3178

Advantage IQ, Inc.             trade debt            $214,876

Verizon Business               trade debt            $146,465

Space Connections              trade debt            $131,395

Bowne                          trade debt            $109,385

LodgeNet Entertainment Corp.   trade debt            $103,782

Communications Development     trade debt            $100,737

AT&T                           trade debt            $59,872

Besco                          trade debt            $53,038

Dimension Graphics             trade debt            $51,239

Grace Commercial Properties    rent                  $46,412

United Rentals Northwest, Inc. trade debt            $45,105

E.S. Contractor Services, LLC  trade debt            $37,086

United Parcel Service          trade debt            $36,596

Sparks Technology, Inc.        trade debt            $32,465


IMAX CORPORATION: March 31 Balance Sheet Upside-Down by $95MM
-------------------------------------------------------------
IMAX Corporation's balance sheet at March 31, 2008, showed total
assets of $203.7 million and total liabilities of $298.9 million,
resulting in a total shareholders' deficit of $95.2 million.

IMAX recorded a net loss of $10.2 million compared to a net loss
of $4.7 million for the same period in the previous year.

At the end of the first quarter, the company's cash position was
$18.1 million, which represents an increase from the cash position
at the end of the fourth quarter of fiscal 2007.

Headquartered in Ontario, Canada, IMAX Corporation (Nasdaq:
IMAX)(TSX: IMX) -- http://www.imax.com/-- is a digital     
entertainment and technology company.  As of Dec. 31, 2007, there
were 299 IMAX theatres operating in 39 countries.  The company's
groundbreaking IMAX DMR digital remastering technology allows it
to digitally transform virtually any conventional motion picture
into the unparalleled image and sound quality.


INDYMAC BANCORP: Posts First Quarter Loss of $184.2 Million
-----------------------------------------------------------
IndyMac Bancorp, Inc. (NYSE:IMB), the holding company for IndyMac
Bank, F.S.B., reported a net loss of $184.2 million, or ($2.27)
per share, for the first quarter of 2008, compared with net
earnings of $52.4 million, or $0.70 per share, in the first
quarter of 2007. The net loss and the loss per share for the first
quarter of 2008 both represented improvements of 64 percent from
the net loss and loss per share reported for the fourth quarter of
2007. Indymac has filed a Form 10-Q with the Securities and
Exchange Commission, which is available on Indymac's Web site at
http://www.imb.com/

"While many others in the mortgage finance industry saw worsening
losses during the first quarter given the current state of the
housing and credit markets, we achieved a 64 percent reduction in
our net loss from last quarter as we took the appropriate steps in
the second half of last year to get the bulk of our credit costs
behind us," stated Michael W. Perry, Indymac's Chairman and CEO.
"Last quarter, we took major write-downs and established
significant credit reserves in the fourth quarter of 2007,
absorbing $863 million in total pre-tax credit provisions/costs
during that quarter and building our total credit reserves for
future losses by 71 percent during the quarter to $2.4 billion at
December 31, 2007, a four-fold increase from $619 million at
December 31, 2006. With those reserves in place, we were able to
reduce our total credit provisions/costs to $249 million in the
first quarter of 2008, a 71 percent reduction from last quarter,
allowing us to reduce our overall net loss this quarter. It is
important to also understand that 24 percent of our first quarter
loss is from staff reduction severance and office closing costs,
and another 22 percent is from business activities that we have
permanently closed and where losses are expected to diminish over
time, such as homebuilder construction lending, home equity
lending and our conduit channel.

"We also continued to build our total credit reserves to $2.7
billion, a 13 percent increase over last quarter and more than a
three-fold increase over $813 million in Q1-07. Actual realized
credit losses during the first quarter totaled $334 million, such
that the Company's total reserves at March 31, 2008 equate to 8.0
times current quarterly realized credit losses. Excluding non-
investment grade and residual securities, total Q1-08 realized
credit losses were $178 million, and the total related credit
reserve at March 31 was $1.3 billion, or 7.2 times the realized
credit losses in the first quarter.

"As I have been saying for the past year," continued Mr. Perry,
"safety and soundness remains our highest priority during these
challenging times, and we finished the first quarter again in a
solid overall financial position. Our capital levels continue to
exceed the levels defined as 'well capitalized' by our regulators.
To supplement the $676 million of equity capital we prudently
raised in 2007, we recommenced raising equity capital through our
Direct Stock Purchase Plan (DSPP) on February 26, 2008 and raised
$39 million in new equity through March 31, 2008. We are
continuing to raise capital nearly every business day through the
DSPP and have raised $97 million through this program year to date
through May 9. At March 31, 2008, Indymac Bank's Tier 1 'core'
capital ratio was 5.74 percent, our Tier 1 risk-based ratio was
9.00 percent, and our total risk-based capital ratio was 10.26
percent, above the 'well-capitalized' regulatory levels of 5.00
percent, 6.00 percent and 10.00 percent, respectively.

"With respect to profitability, we do not expect that Indymac will
be able to return to overall profitability until the current
decline in home prices decelerates. As it is uncertain that this
will happen in 2008, we are not currently forecasting a return to
profitability this year. With that said, we are forecasting
continued improvement in our performance and declining quarterly
losses for the remainder of 2008, with a $20 million loss
projected for the fourth quarter, which would be a 96 percent
reduction from Q4-07 and an 89 percent reduction from Q1-08. With
respect to our key business segments, we are forecasting that our
mortgage banking business (including mortgage production and
servicing) will be profitable in the second quarter and
thereafter. We are forecasting that our thrift segment (including
our MBS, SFR whole loan and consumer construction portfolios) will
become profitable in the third quarter and that our overall
business, excluding discontinued activities, will be close to
breakeven by the third quarter and have a small profit for the
second half of 2008. The net loss from discontinued business
activities is projected to decline from $40 million in Q1-08 to
roughly $23 million in Q4-08.

"Given our forecast for continued losses in 2008, we need to take
all prudent measures to preserve our capital, improve our capital
ratios and keep Indymac safe and sound. Therefore, we have made
the decision to exercise our contractual rights and defer the
interest on our trust preferred securities at the holding company
and suspend the dividends on our non-cumulative, perpetual
preferred stock at Indymac Bank, as this represents the most
efficient and least dilutive means of generating capital in the
current environment. The contractual provisions in these preferred
securities that allow us to take these actions were clearly put in
place for extraordinary times and events such as we are now
experiencing, and the presence of these provisions is one reason
why these preferred securities are considered 'core' capital for
regulatory purposes. Taking these actions will improve our cash
flow by $7.4 million per quarter at the holding company, enabling
us to contribute more capital to the bank, and preserve capital of
$10.6 million per quarter (which also flows directly to earnings)
directly at the bank. We view the deferral/suspension of the
interest/dividends on the preferred stock issues as temporary,
and, once the market stabilizes and Indymac returns to solid
profitability, we anticipate resuming the interest/dividend
payments and paying the accumulated deferred interest on the
holding company trust preferred.

"We continued to maintain solid total operating liquidity in
excess of $4 billion at the end of the first quarter, roughly the
same as one year ago, but our liquidity needs are significantly
lower now than last year, as last year we had roughly three times
the mortgage production as we currently have and our current
GSE/FHA/VA-dominated production is far more liquid, and we have no
capital markets funding sources today (no commercial paper or
reverse repurchase borrowings), while we had roughly $3 billion of
such funding one year ago. Our solid liquidity is enabled by the
fact that virtually all of Indymac's business is conducted and
assets are held within Indymac Bank. As a result, we are 100
percent funded with deposits (over 95 percent of our deposits are
fully insured by the FDIC), FHLB advances, long-term debt and
equity.

"While the housing and mortgage markets remain very challenging,"
continued Mr. Perry, "we continue to successfully convert our
mortgage production to a GSE/FHA/VA model. We produced $9.6
billion in new mortgage loans in Q1-08 with 88 percent of this
production being saleable to the GSEs or into Ginnie Mae
securities. Importantly, the credit quality of our new production
is the best we have ever generated. As calculated using Standard &
Poor's (S&P) LEVELS model, the lifetime loss estimate for Q1-08's
evaluated production of $8.2 billion is 0.23 percent (and is 0.17
percent and 0.18 percent for March and April, respectively),
compared with 1.86 percent in Q1-07, an 88 percent year-over-year
reduction.2 In addition, first payment defaults (FPDs) on our new
production continue to improve. FPDs based on the first payment
due date declined to 0.6 percent in April from 1.1 percent in
March, 1.8 percent in February, 2.1 percent in January, 2.2
percent in December and 3.2 percent in Q3-07 (when we started
tracking them). Generally 25 percent to 35 percent of FPDs cure in
the subsequent month and 60 percent to 70 percent cure within six
months. Although mortgage production volumes and profit margins
continue to be a struggle in the current environment, we are
improving the profit performance of our new production model.
Mortgage production had a net loss of $17 million in the first
quarter of 2008, which was a 66 percent improvement from the prior
quarter. All of our 9 regional wholesale centers and 104 of our
152 retail lending branches were profitable in March, and we
project that mortgage production will be close to breakeven in the
second quarter and will be profitable in the second half of 2008.

"We do not at this time forecast a return to overall profitability
in 2008 given current market conditions, but we do forecast
significantly declining losses each quarter for the balance of the
year, as our restructuring charges abate, credit provisions/costs
and losses from discontinued operations decline, and the profits
from our new business model grow," concluded Mr. Perry. "In this
respect, I believe that we have turned a corner and that our
business is improving. But to reiterate, our highest priority is
maintaining our safety and soundness, and we continue to raise
capital and shrink our balance sheet to bolster our capital
ratios. With these actions and with declining quarterly losses, we
forecast that our capital ratios will improve throughout the
remainder of the year and that we should remain well-capitalized
throughout this crisis, although we can make no guarantees that
that will be the case. The bottom line is that, while we have made
a lot of progress in converting our business model, reducing our
losses and keeping Indymac safe and sound despite being at the
epicenter of this credit crisis, the housing and mortgage markets
remain volatile and uncertain, forecasting remains very
challenging, and our actual results could be materially different
than our current forecast. However, I am confident that Indymac
will be a survivor, and, in the long run, home lending, which is a
basic business that is vital to our society and economy, will
return to prosperity with many fewer competitors than there have
been in the past. Indymac is the last remaining major independent
home lender, and we will be a better company and stronger
competitor for having survived the current crisis period, which
should position us well to take advantage of the opportunities
that will surely return."

                        About Indymac Bancorp

Headquartered in Pasadena, California, IndyMac Bancorp Inc.
(NYSE:IMB) -- http://www.indymacbank.com/-- is the holding   
company for IndyMac Bank FSB, a hybrid thrift/mortgage bank that
originates mortgages in all 50 states of the United States.   
Indymac Bank provides financing for the acquisition, development,
and improvement of single-family homes.  Indymac also provides
financing secured by single-family homes and other banking
products to facilitate consumers' personal financial goals.  The
company facilitates the acquisition, development, and improvement
of single-family homes through the electronic mortgage information
and transaction system platform that automates underwriting, risk-
based pricing and rate locking via the internet at the point of
sale.  Indymac Bank offers mortgage products and services that are
tailored to meet the needs of both consumers and mortgage
professionals.  Indymac operates through two segments: mortgage
banking and thrift.

                          *     *     *

As reported by the Troubled Company Reporter on Jan. 28, 2008,
Fitch Ratings downgraded the Long-term Issuer Default Ratings of
Indymac Bancorp Inc. and Indymac Bank FSB to 'BB' from 'BBB-'.    
The Rating Outlook is Negative.


INDYMAC BANCORP: S&P Puts Rating at D on Dividend Suspension
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Indymac
Bancorp and its subsidiaries, including lowering the counterparty
credit rating on Indymac to 'B/C' from 'BB+/B'.  At the same time
S&P lowered its ratings on the rated preferred stock of both
Indymac and IndyMac Bank FSB to 'D' in light of the bank's
announcement that its board had voted to suspend dividend payments
on these rated issues.  S&P placed the corporate credit ratings on
both the bank and the holding company on CreditWatch with negative
implications.
      
"This action was taken in response to our growing concerns about
Indymac's exposure to deteriorating housing markets, which has
driven nonperforming assets to very high levels and resulted in
continued credit-related losses that have eroded capital," said
Standard & Poor's credit analyst Robert B. Hoban, Jr.
     
As the company announced today, NPAs as of March 31, 2008, have
risen to $2.1 billion, a level S&P estimate to be only slightly
less than the company's adjusted total equity plus reserves.  S&P  
are concerned that continued increases in problem assets and
increasingly high charge-off levels will leave the company unable
to get ahead of its asset quality problems.  Because Indymac's
profitability was already depressed by the cyclical decrease in
mortgage finance activity and reduction in its gain-on-sale
margin, S&P expect the company to continue to suffer quarterly
losses for at least the rest of 2008.
     
Indymac's ATE and regulatory capital already contained the maximum
allowable amount of preferred stock that could be counted as
equity, which means that every loss of $1 worth of common equity
costs the company $1.35 of ATE.  If management is unable to
realize its ambitious asset reduction and capital preservation
plans, Indymac may soon drop below the regulatory "well-
capitalized" threshold.
     
A large portion of Indymac's NPAs is in higher risk mortgage
products that it discontinued in 2007.  However, the core alt-A
portfolio's credit performance has also deteriorated to much
weaker-than-normal levels.  Historically, Indymac would sell off
most of its originations of higher risk products, but secondary
loan and securitization markets remain shut down.  Indymac's high
percentage of the more at-risk 2006 and 2007 vintage loans and
high exposure to the weakened California market will likely lead
to higher-than-peer loss severity.
     
Indymac's depository funding and access to Federal Home Loan Bank
advances has provided it with continued access to readily
available unsecured liquidity, allowing the company to maintain
adequate liquidity despite the widespread tightening of credit
available to the mortgage finance sector.  Still, S&P are
concerned that the bank's weakened financial position could
affect its funding profile.  Indymac continues to rely on the sale
of loans to support the bulk of its origination activity, but
management has shifted its production mix to mostly agency-
eligible loans.  This allows the vast majority of loans to be sold
directly to the agencies, reducing Indymac's funding needs.  S&P
expect Indymac to continue to maintain prudent contingent
liquidity.
     
S&P placed the company on CreditWatch Negative pending its more
thorough review of Indymac's financial position in light of its
most current outlook for the housing and mortgage finance markets.  
Some or all of S&P's ratings on Indymac could again be lowered or
its outlook changed depending on the outcome of this review.  
Given S&P's concerns about the housing and mortgage finance
markets, there is little upward momentum to the ratings at this
time.  That said, if credit-loss levels abate to the point where
the company returns to even a modest level of profitability, while
maintaining adequate capitalization and liquidity levels, the
outlook could return to stable.


INFINITY ENERGY: Has Until May 31 to Cure Loan Agreement Defaults
-----------------------------------------------------------------
Infinity Energy Resources Inc. entered into a Second Forbearance
Agreement in relation to the company's several existing defaults.
The agreement also provides that Amegy Bank N.A. will waive and
forebear from exercising any remedies through May 31, 2008.  

On March 27, 2008, Infinity Energy entered the agreement with
Infinity-Texas, Infinity-Wyoming and Amegy Bank N.A.  

Under the term of the agreement, the borrowing base under the loan
agreement was reduced to $3.8 million, with a resulting borrowing
base deficiency of $7.1 million.  The deficiency is required to be
cured by May 31, 2008, through the sale of assets, refinancing of
the loan or some other means of raising capital.

The agreement gives Amegy the right to require Infinity to proceed
with the sale and marketing of the oil and gas properties and
leasehold interests held by Infinity-Texas.  The company may seek
an extension to repay the borrowing base deficiency if it will be
unable to sell assets or obtain alternative sources of funding to
repay the deficiency by May 31, 2008.

There can be no assurance that such an extension can be obtained
at all or on satisfactory terms.

                        Financial Results

The company reported a net loss of $1,252,000 for the quarter
ended March 31, 2008, versus a net loss of $3,780,000 in the
quarter ended March 31, 2007.

Approximately $2.5 million in net cash was used in operating
activities during the three months ended March 31, 2008, compared
with $4.3 million in net cash used in operating activities in the
year-earlier quarter.  Net cash provided by investing activities,
including proceeds from the sale of certain producing properties
in the Rocky Mountain region, totaled $16.7 million in the first
quarter of 2008, versus $5.4 million of cash used in investing
activities in the first quarter of 2007.

At March 31, 2008, the company's balance sheet showed total
assets                                
of $25.8 million, total liabilities of $19.2 million and total
stockholders' equity of $6.6 million.

                      About Infinity Energy

Headquartered in Denver, Infinity Energy Resources Inc. (NasdaqGM:
IFNY) -- http://www.infinity-res.com/-- is an independent energy   
company engaged in the exploration, development production of
natural gas and oil and the acquisition of natural gas and oil
properties in Texas and the Rocky Mountain region of the United
States.  The company also has a 1.4 million-acre oil and gas
concession offshore Nicaragua in the Caribbean Sea.


INTERPHARM HOLDINGS: Tullis-Dickerson Declares 18% Equity Stake
---------------------------------------------------------------
Tullis-Dickerson Capital Focus III, LP, Tullis-Dickerson  Partners
III, LLC, Joan P. Neuscheler,  James L. L. Tullis,  Thomas P.
Dickerson,  Lyle A. Hohnke and Timothy M. Buono, declare that they
beneficially own 568,647 shares of Interpharm Holdings Inc. common
stock, representing 18% of outstanding shares.

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

Interpharm Holdings Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $64.3 million in total assets, $53.1 million in total
liabilities, and $16.5 million in redeemable convertible preferred
stock, resulting in a $5.3 million total stockholders' deficit.

                       Forbearance Agreement

On Feb. 5, 2008, the company and Wells Fargo Business Credit
entered into a Forbearance Agreement whereby Wells Fargo agreed
to, among other things:

   (i) forbear from exercising its remedies arising from the
       company's default under its Credit Agreement until June 30,
       2008, provided no further default occurs;

  (ii) provide a moratorium on certain principal payment;

(iii) and advance the company up to $3,000,000 under a newly
       granted real estate line of credit mortgage on the
       company's real estate, which amounts will be due on
       June 30, 2008.  The total amount outstanding with Wells
       Fargo at Dec. 31, 2007, was $30,590,000.


INTERPHARM HOLDINGS: Aisling Capital Declares 18.5% Equity Stake
----------------------------------------------------------------
Aisling Capital II, LP, Aisling Capital Partners, LP, Aisling
capital Partners, LLC, and managing members Dennis Purcell, Steve
Elms, and Andrew Schiff, beneficially own 14,978,763 shares of
Interpharm Holdings Inc. common stock, representing 18.5% of the
outstanding shares of common stock.

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

Interpharm Holdings Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $64.3 million in total assets, $53.1 million in total
liabilities, and $16.5 million in redeemable convertible preferred
stock, resulting in a $5.3 million total stockholders' deficit.

                       Forbearance Agreement

On Feb. 5, 2008, the company and Wells Fargo Business Credit
entered into a Forbearance Agreement whereby Wells Fargo agreed
to, among other things:

   (i) forbear from exercising its remedies arising from the
       company's default under its Credit Agreement until June 30,
       2008, provided no further default occurs;

  (ii) provide a moratorium on certain principal payment;

(iii) and advance the company up to $3,000,000 under a newly
       granted real estate line of credit mortgage on the
       company's real estate, which amounts will be due on
       June 30, 2008.  The total amount outstanding with Wells
       Fargo at Dec. 31, 2007, was $30,590,000.


JO-ANN STORES: Improved Credit Metrics Cue S&P to Lift Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Hudson,
Ohio-based Jo-Ann Stores Inc.  S&P raised the corporate credit
rating to 'B' from 'B-' and the rating on the company's senior
subordinated notes to 'CCC+' from 'CCC'.  The recovery rating
on those notes remains at '6', which indicates S&P's expectation
of negligible recovery (0%-10%) of principal in the event of
default.  The outlook is positive.
     
"The upgrade reflects Jo-Ann Stores having improved its credit
metrics and cash flows extensively in the past six quarters," said
Standard & Poor's credit analyst Charles Pinson-Rose, "primarily
through better merchandise and inventory management but also from
more efficient marketing and other cost controls."


KIWA BIO-TECH: Mao & Company Expresses Going Concern Doubt
----------------------------------------------------------
New York-based Mao & Company CPAs, Inc., raised substantial doubt
on the ability of Kiwa Bio-Tech Products Group Corporation 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 recurring losses from operations,
working capital deficit and net capital deficiency.

The company posted a net loss of $3,307,868 on net sales of
$9,129,779 for the year ended Dec. 31, 2007, as compared with a
net loss of $2,284,099 on net sales of $2,506,715 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3,675,180 in total assets, $5,649,113 in total liabilities and
$110,838 in minority interest, resulting in $2,084,771
stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,487,532 in total current assets
available to pay $2,854,458 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?2b37

                      About Kiwa Bio-Tech

Headquartered in Claremont, Calif., Kiwa Bio-Tech Products Group
Corporation (OTC BB: KWBT.OB) -- http://www.kiwabiotech.com/--  
develops, manufactures, distributes and markets bio-technological
products for agricultural and natural resources and environmental
conservation.

The company has established two subsidiaries in China: (1) Kiwa
Shandong in 2002, a wholly owned subsidiary, and (2) Kiwa Tianjin
in July 2006, of which the company holds 80% equity.


KOPPERS HOLDINGS: March 31 Balance Sheet Upside-Down by $7.6MM
---------------------------------------------------------------
Koppers Holdings Inc. announced on Thursday results for its fiscal
2008 first quarter.

At March 31, 2008, the company's consolidated balance sheet showed
$700.0 million in total assets, $697.6 million in total
liabilities, and $10.0 million in minority interest, resulting in
a $7.6 million total stockholders' deficit.

Net income for the first quarter of 2008 increased to
$13.2 million as compared to $10.5 million in the prior year
quarter.  Net income for the quarter benefited from higher volumes
and prices for Carbon Materials & Chemicals, which more than
offset lower volumes for crossties and utility poles.

The company's sales for the quarter ended March 31, 2008,
increased 13.0%, or $39.0 million, to $348.0 million, as compared
to $30.09 million for the prior year quarter.  

This increase was a result of higher sales in the Carbon Materials
& Chemicals segment, which increased 28.0%, or $52.0 million.  The
increase in this segment was due mainly to increased pricing for
most product lines as a result of higher raw material costs,
higher oil prices, higher foreign currency exchange rates, and
higher carbon materials volumes due to strong product demand.

Sales for Railroad & Utility Products decreased 10.0%, or
$13.0 million, due primarily to lower volumes of railroad
crossties and utility poles.  Management believes the reduction in
railroad crossties is due partly to an effort by some of the Class
1 railroads to reduce inventories, and expects demand to improve
in the third quarter.

EBITDA for the quarter ended March 31, 2008, was $39.2 million
compared to EBITDA of $35.6 million in the prior year.  T

Commenting on the quarter, president and chief executive officer
Walter W. Turner said, "The first quarter exceeded our
expectations, reflecting strong pricing and product demand for the
global carbon materials and chemicals business.  The lower demand
in our railroad business is expected to improve in the third
quarter.  

"Looking ahead, we are optimistic about 2009 as we anticipate the
completion of construction of our existing joint venture expansion
project and our new joint venture in China, both of which we
anticipate coming on-line by the end of 2008.  We continue to
benefit from strong demand within our key end markets for
aluminum, rubber and concrete, as well as our focus on enhancing
cash flow and our strict adherence to safety, health and
environmental regulations."

                             Guidance

Mr. Turner continued, "I am very pleased that our first quarter's
results exceeded expectations and fully expect that strength to
continue through 2008 and into 2009; however, based on the
seasonality of our business I would like to get further into the
second quarter before we modify our annual guidance to more
accurately reflect our expectations for 2008.  Therefore, we are
not adjusting our 2008 guidance for sales growth from between 5.0%
and 8.0%, an increase in adjusted EBITDA from 6.0% to 9.0% and an
improvement in earnings per share of between 10.0% and 13.0%."

                            Liquidity

As of March 31, 2008, the company had $82.9 million of unused
revolving credit availability under the company's senior secured
credit facility, which provides for a revolving credit facility of
up to $125.0 million and term loans of $28.6 million at variable
rates.

The company's estimated liquidity was $108.1 million at March 31,
2008.  The company's estimated liquidity was $116.3 million at
Dec. 31, 2007.  The decrease in estimated liquidity from that date
is primarily due to a reduction in cash and cash equivalents.

On Feb. 6, 2008, the company's board of directors approved a
common stock repurchase program.  This program allows for the
repurchase of up to $75.0 million of common stock from time to
time in the open market. The program is scheduled to expire in
February 2010.  As of March 31, 2008, no repurchases have been
made under this program.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2bd1

                      About Koppers Holdings

Koppers Holdings Inc. (NYSE: KOP) -- http://www.koppers.com/--   
with corporate headquarters and a research center in Pittsburgh,
Pa., is a global integrated producer of carbon compounds and
treated wood products.  Including its joint ventures, Koppers
operates facilities in the United States, United Kingdom, Denmark,
Australia, and China.


LEVITT AND SONS: Wachovia Disputes Homebuyers' Senior Lien Claims
-----------------------------------------------------------------
Wachovia Bank N.A. asks the U.S. Bankruptcy Court for the Southern
District of Florida to deny certain lien claimants' requests to
afford their claims more priority over that of Wachovia's DIP
claims.

As of the date of bankruptcy, Wachovia Bank was the primary
financier for seven of the Debtors' developments.  The Wachovia
Projects were funded by three separate loans totaling
approximately $122,000,000.  The Prepetition Debt was secured by
all assets -- Wachovia Prepetition Liens -- of the Wachovia
Debtors.

The Court's Feb. 13, 2008 final order on the Wachovia Debtors' DIP
Financing Motion provided that "all liens, claims, interests, and
encumbrances against any assets of the Borrower that are junior to
Wachovia's interest are hereby stripped off the respective assets
of Borrower in their entirety," Robert N. Gilbert, Esq., at
Carlton Fields, P.A., in West Palm Beach, Florida, notes.

The Court's Feb. 13, 2008 Memorandum Opinion also held that "[t]he
lien granted to Wachovia in conjunction with the DIP Financing is
junior to any lien that has seniority over Wachovia's prepetition
lien and superior to any other lien."  Wachovia contends that
there are no liens with priority over it, Mr. Gilbert continues.

The Final DIP Financing Order also set a deadline of March 10,
2008, for any party claiming a superior lien against a Wachovia
Debtor to file a statement setting forth the nature of the Lien,
and the legal basis for the assertion that the Lien is superior
to Wachovia's position.  Fourteen homebuyers have filed
statements asking the Court to grant them a lien on the real
property subject of a Purchase and Sale Agreement with the
Wachovia Debtors:

   (a) Peter and Elena Belansky
   (b) Jay and Yvonne Cartman
   (c) Joseph and Margaret Crisci
   (d) Joseph and Jacqueline D'Allessandro
   (e) Robert and Kathleen Hillyard
   (f) Jacqueline Kateridge
   (g) Robert and Barbara Mackey
   (h) David and Gail Whalen

The Cartmans, Criscis, D'Allessandros and Whalens also previously
filed with the Court motions for the cancellation of their
contracts and the return of their deposits.  The D'Allessandros  
withdrew their Motion to Cancel Contract.  The Court ordered the
rejection of these homebuyers' contracts, but denied the return
of deposits since those funds were not put into an escrow account
or otherwise segregated.  These homebuyers then filed their
Homeowner Lien Motions.

The Hillyards have stated that they plan to meet with Chief
Administrator Soneet R. Kapila, and hope to reach an agreement
for the construction of their home.

None of the Purchase Lien Claimants have a lien against the
assets of the Wachovia Debtors because any lien they assert under
Section 365(j) of the Bankruptcy Code is inferior to Wachovia's
DIP Lien and has been stripped pursuant to the Final DIP
Financing Order, Mr. Gilbert asserts.

Section 365(j) provides that a lien to all purchasers of real
property whose contracts to purchase real property are rejected
by a debtor for any deposit monies made by the purchaser, Mr.
Gilbert notes.  However, the lien created by Section 365(j)
relates back to the Petition Date, and has the lowest priority of
all security interest in the bankruptcy estate, he says.

If the Hillyards and the D'Allessandros reach an agreement with
the Chief Administrator for the completion of their homes under
their contracts, they will be given credit for the full amount of
their deposit.  If the Hillyards and D'Allessandros decide not to
go forward with the completion of their homes, their contracts
will be rejected, according to Mr. Gilbert.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 19; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wants to Extend Plan-Filing Deadline to June 27
----------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Florida to further
extend their exclusive periods to:

   (a) file a plan of reorganization through June 27, 2008; and

   (b) solicit acceptances of a plan through Sept. 30, 2008.

The Debtors' current Exclusive Plan Filing Period is through
May 12, 2008, and their current Exclusive Solicitation Period is
through July 10, 2008.

The Debtors have collaborated with the Official Committee of
Unsecured Creditors and Home Purchase Deposit Creditors Committee
with respect to all matters affecting the administration of their
Chapter 11 cases.  The Debtors and the Creditors Committee have
been engaged in discussions regarding the terms of a joint
liquidating plan of reorganization for sometime, Jordi Guso,
Esq., at Berger Singerman, P.A., in Miami, Florida, informs the
Court.

The Debtors prepared a proposed plan, as to which the Creditors
Committee has had substantial input, Mr. Guso says.  The
Creditors Committee is likely to be a co-proponent of the plan.  
The collaboration between the Debtors and the Creditors Committee
with respect to the terms of a plan are ongoing, he relates.

The Depositors Committee has also been provided a draft of the
plan, according to Mr. Singerman.

Following the Debtors' preparation of the draft plan, the
Creditors Committee and Levitt Corporation initiated discussions
regarding, among other things, the treatment of the claims of
Levitt and the resolution of potential claims against it,
according to Mr. Guso.  At the conclusion of a conference held on
April 29, 2008, the Creditors Committee and Levitt reached an
agreement in principle, which may result in the resolution of the
treatment of applicable claims.  When fully documented, the
settlement will be comprehensive and encompass a resolution of a
number of difficult and potentially complex claims, Mr. Guso
tells the Court.

The Creditors Committee has also begun drafting the terms of a
formal comprehensive settlement agreement, Mr. Singerman avers.  
The Debtors and the Creditors Committee intend to incorporate the
terms of the settlement into the proposed plan as a significant
aspect of the means for implementing the plan.

No creditor or party-in-interest will be prejudiced by a further
extension of the Exclusive Periods, Mr. Singerman maintains.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Wants Claims Bar Date Extended to Sept. 30
-----------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of Florida to further
extend the bar date for the filing of proofs of claim relating to
intercompany claims until Sept. 30, 2008.

The Court previously extended the Intercompany Claims Bar Date to
May 11, 2008.

Because of the significant intercompany dealings among the
Debtors and the numerous issues they have been dealing with in
their Chapter 11 cases, the Debtors have not yet completed an
analysis as to claims each Debtor may have against the other,
Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida,
tells the Court.

Moreover, the Debtors and the Official Committee of Unsecured
Creditor continue to evaluate whether some or all of the Debtors'
estates should be substantively consolidated, according to Mr.
Guso.  "Substantive consolidation may result in the
extinguishment of some or all of the Intercompany Claims," he
continues.

The Creditors Committee supports an extension of the Intercompany
Claims Bar Date.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Depositors Panel Wants Expanded Responsibilities
-----------------------------------------------------------------
The Home Purchase Deposit Creditors Deposit Holders Committee in
Levitt and Sons LLC and its debtor-affiliates' Chapter 11 cases
asks the U.S. Bankruptcy Court for the Southern District of
Florida to expand the scope of its responsibilities.

The Depositors Committee relates that it filed on Feb. 21, 2008, a
motion seeking limited relief from the automatic stay to allow
Deposit Holders to pursue claims against the Florida Homeowners'
Construction Recovery Fund and the validation of the claims of
Deposit Holders solely for purpose of seeking recovery from the
Recovery Fund.  A hearing was held on April 29, 2008.  The Court
has yet to enter its order on the Recovery Fund Motion.

In a separate filing, the Court approved the employment of Robert
P. Charbonneau, Esq., and the law firm Ehrenstein Charbonneau
Calderin, as counsel to the Depositors Committee.

At the April 29, 2008 hearing, the Depositors Committee's counsel
indicated that it would seek the Court's authorization to expand
the scope of its engagement to represent a small group of Deposit
Holders, who will make claims against the Recovery Fund.

Based on the previous rejection of claims brought by several
Deposit Holders seeking recovery from the Recovery Fund, the
Depositors Committee anticipates that the claims of the Test
Claimants will be rejected by the Recovery Fund either for lack
of jurisdiction or on the merits of the Test Claims, Mr.
Charbonneau relates.

Accordingly, the Depositors Committee anticipates that its and
ECC's representation of the Test Claimants will consist mostly of
appeals from rejections of the Test Claims.

Based on the largely appellate nature of the proposed
representation, the Deposit Holders anticipate that the cost of
ECC's continued representation will consist mostly of appellate
brief writing and legal argument as opposed to administrative
work in amassing the limited paperwork needed to bring the Test
Claims, Mr. Charbonneau points outs.

The Depositors Committee thus asks the Court to:

   (a) expand the scope of its responsibilities; and

   (b) expand the scope of employment of ECC to represent the
       Deposit Holders bringing claims against the Recovery Fund.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LIBERTY MEDIA: Ends Spin-off Squabble with IAC/InterActiveCorp
--------------------------------------------------------------
Liberty Media Corporation has agreed to drop its appeal from a
decision handed down by the Delaware Chancery Court on March 28,
2008, thus resolving a legal dispute with IAC/InterActiveCorp
regarding IAC's proposed restructuring.

Liberty said it will not oppose the proposed single-tier spin-offs
of HSN, Interval International, Ticketmaster and Lending Tree,
which IAC advanced on May 13 by making its initial filings with
the Securities and Exchange Commission.

Additionally, the companies agreed on a number of arrangements
regarding the governance of the spun off companies, including
Liberty's right to board representation on each company and a
standstill agreement that limits Liberty's ability to increase its
ownership stakes and to take a variety of other actions with
respect to the spun off companies.

"Now it's really over and that's great for both of us," Barry
Diller, IAC chairman and chief executive officer, stated.

"I am pleased that we were able to amicably resolve our dispute
with IAC. Liberty supports the proposed restructuring of IAC and
looks forward to the ongoing success of each of the new entities
and IAC," John Malone, Liberty chairman said.

                            About IAC

IAC/InterActiveCorp (Nasdaq: IACI) -- http://iac.com/-- operates
a portfolio of specialized and global brands in the sectors:
Retailing, which includes the United States and International
segments; Services, which includes the Ticketing, Lending, Real
Estate, Teleservices and Home Services reporting segments; Media &
Advertising, and Membership & Subscriptions, which includes the
Vacations, Personals and Discounts reporting segments.

                      About Liberty Media

Headquartered in Englewood, Colorado, Liberty Media Corporation
(NasdaqGS: LINTA) -- http://www.libertymedia.com/-- owns
interests in a broad range of electronic retailing, media,
communications and entertainment businesses.  Those interests are
attributed to two tracking stock groups: the Liberty Interactive
group, which includes Liberty's interests in QVC, Provide
Commerce, IAC/InterActiveCorp, and Expedia, and the Liberty
Capital group, which includes Liberty's interests in Starz
Entertainment, News Corporation, and Time Warner.

                          *     *     *

As reported in the Troubled Company Reporter on March 14, 2008,
Standard & Poor's Ratings Services said that Liberty Media Corp.'s
(BB+/Negative/--) new share repurchase authorization of up to
$1 billion of Liberty Entertainment common stock and up to
$300 million of Liberty Capital common stock does not affect the
ratings on the company.  The $1.3 billion total authorization
replaces a prior $1 billion purchase authorization of Liberty
Capital common stock, but does not affect the existing Liberty
Interactive repurchase authorization, which has $780 million
remaining.


LINENS N THINGS: Wants to Set Auction Procedures for 120 Stores
---------------------------------------------------------------
Prior to their bankruptcy filing, Linens 'n Things and its debtor-
affiliates engaged in an in-depth analysis to improve their
overall financial performance, including the closing of
unprofitable stores.  As a result, the Debtors identified 120
stores as underperforming stores that should be closed at the
outset of the Chapter 11 cases to aid in the reorganization
efforts.  The Debtors also want to ease certain of the liquidity
restraints by similar themed sales at the Closing Stores by
conducting an auction.

Proposed counsel for the Debtors, Mark D. Collins, Esq., at
Richards, Layton & Finger, P.A., in Wilmington, Delaware, asserts
that the proposed Store Closing Sales will dramatically reduce
the administrative costs associated with the Closing Stores, are
customary in Chapter 11 reorganizations, and are designed to
provide the maximum value to the bankruptcy estates.  He adds
that the proceeds of the Store Closing Sales will benefit the
estates by reducing the Debtors' secured debt.

To maximize the value of the (i) inventory and merchandise to be
included in the Store Closing Sales, and (ii) owned furniture,
fixtures and equipment in the Closing Stores, the Debtors intend
to obtain assistance from certain liquidation firms.  Mr. Collins
relates that prior to the Petition Date, the Debtors have
obtained signed confidentiality agreements from, and provided
substantial due diligence materials to, the Liquidation Firms.

On the Petition Date, the Debtors circulated a "Summary Request
for Proposal" to each of the Liquidation Firms, and requested the
firms that initial bids to act as the Debtors' agent to conduct
the Store Closing Sales, be submitted on May 8, 2008.  The
Debtors intend to select and negotiate a "stalking horse" bid
from the initial bids submitted by the Liquidation Firms, and to
execute a stalking horse agency agreement prior to the hearing to
consider this request.

By this motion, the Debtors seek the entry of two orders:

   (1) a procedures order, which:

       (a) approves proposed auction procedures, and a break-up
           fee and expense reimbursement for the Stalking Horse

           Bidder, if any;

       (b) sets the time, date, and place of the auction; and

       (c) approves the form of notice of the Auction, and notice
           of the Store Closing Sales; and

   (2) an approval order, which approves:

       (a) the Agency Agreement with the party submitting the
           highest or best bid at the Auction; and

       (b) the Store Closing Sales and waiving the Debtors'
           compliance with state and local laws, and lease
           provisions restricting the Store Closing Sales.

At the Debtors' behest, the United States Bankruptcy Court for the
District of Delaware will convene a hearing on May 13, 2008, at
11:00 a.m. to consider the request.

                  Proposed Store Closing Sales

The Debtors propose to commence the Store Closing Sales promptly
after the Sale Hearing to stem the losses from continued
operation of the Closing Stores.  The Debtors also seek authority
to enter into an Agency Agreement to allow the successful bidder
at the Auction to serve as the Debtors' agent in conducting the
Store Closing Sales.

Delay in commencing the Store Closing Sales would diminish value
for the estates because the Closing Stores lose money, and are a
drain on liquidity, Mr. Collins contends.  He adds that
commencing the Store Closing Sales expeditiously avoids the risk
of inventory "shrink."

                   Proposed Auction Procedures

The Debtors propose these Auction procedures:

   -- The Debtors will continue to cooperate and provide access
      to all previously contacted potential bidders, who seek to
      conduct diligence, and any other potentially interested
      bidder;

   -- Within two business days after Procedures Order's entry,
      the Debtors will serve the notice on the Auction and Store
      Closing Sales on certain notice parties, which include
      official committees, Office of the U.S. Trustee and all
      Potential Bidders;

   -- Prior to forming a joint venture between two or more
      Potential Bidders, the Potential Bidders must obtain prior
      written approval from the Debtors;

   -- The Debtors reserve the right at any time prior to the
      Auction to select a Stalking Horse Bidder;

   -- Bid deadline is on May 27, 2008, at 4:00 p.m., Eastern
      Time;

   -- Bids must be unconditional and not contingent upon any
      event.  All Bids are irrevocable until seven days after the
      Sale Hearing;

   -- A proposed bid must be based on the terms and conditions of
      the form of Agency Agreement.  To the extent the Debtors
      have entered into a Stalking Horse Agreement, all proposed
      bids will be based upon the terms and conditions of the
      Stalking Horse Agreement and will be, at a minimum, for an
      amount higher than or equal to the sum of the Guaranteed
      Amount, plus the minimum initial overbid, provided for
      under the Stalking Horse Agreement; and

   -- The Auction will be conducted on May 29, 2008 at 10:00
      a.m., at the offices of the Debtors' counsel, Richards,
      Layton & Finger, P.A., at One Rodney Square, 920 North King
      Street, in Wilmington, Delaware 19801.

The Debtors further ask the Court that the Sale Hearing be held
on May 30, 2008, at 12:00 p.m.  Objection deadline is on May 22.

                      The Agency Agreement

The use of a uniform Agency Agreement, upon which initial bids
and bids at the Auction will be based, will enable the Debtors
and other parties-in-interest to easily compare and contrast any
differing terms of the bids made by the Liquidation Firms, both
as part of the initial bid phase for purposes of selecting a
Stalking Horse, and subsequently at the Auction.  Mr. Collins
says.

The material terms of the Agency Agreement are:

   -- As a guaranty of Agent's performance under the Agency
      Agreement, the Agent will guarantee that the Debtors will
      recover a fixed percentage of the cost value of the
      merchandise included in the sale;

   -- From the commencement of the sale through its termination,
      Agent will be unconditionally responsible for all expenses
      incurred in conducting the sale, which expenses may be
      funded and paid from the sale proceeds;

   -- The Agent would receive a fee, calculated based upon a
      fixed percentage of the Merchandise cost value.  The Agent
      would also be entitled to retain all Sale Proceeds after
      reimbursement of sale expenses, and payment to the Debtors
      of any recovery amount, which is the excess amounts from
      Sale Proceeds that will be shared by the Debtors and the
      Agent after taking out the Guaranteed Amount, Sale
      expenses, and the Agent's base fee; and

   -- On the commencement of the sale, the Agent will wire to the
      Debtors a substantial portion of the estimated Guaranteed
      Amount, and secure the remaining portion with a letter of
      credit.  The Agent will also collateralize its obligation
      to reimburse the Debtors for Sale expenses by posting a
      letter of credit equal to three weeks estimated expenses to
      be incurred by the Debtors.

The Debtors reserve the right to amend or otherwise change the  
terms of the Agency Agreement in a manner as the Debtors deem to
be in their best interests after consultation with General
Electric Capital Corporation, as agent for the prepeititon ldners
and DIP lender.

                     About Linens 'N Things

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of      
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News, Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)7


LINENS N THINGS: Interested Parties Balk at Proposed Store Sales
----------------------------------------------------------------
Various parties-in-interest challenge the request of Linens 'n
Things and its debtor-affiliates to dispose of unprofitable
outlets and for approval of certain store closing procedures:

A. Noteholders Committee

The Ad Hoc Committee of Holders of Senior Secured Floating Rate
Notes Due 2014, which were issued by certain of the Debtors,
relates that pursuant to an Indenture dated February 14, 2006,
the Debtors issued the Notes for a total principal amount of
$650,000,000, which were secured by indenture liens on certain of
the Debtors' assets.  The Indenture Liens encumber certain
collateral, which were junior to the liens securing the Debtors'
DIP Facility obligations.

The Noteholders Committee believes the sale of its merchandise
collateral will be sufficient to pay the DIP Obligations, but not
the Indenture Obligations.  Hence, the Noteholders Committee says
that the successful disposition of the Merchandise Collateral
should "redound, first and foremost, to the Noteholders'
recovery."

The Noteholders Committee also points out that the Debtors fail
to provide it with any review, consultation or consent rights
with respect to the auction procedures, but gave the same
valuable rights to the DIP Lender, General Electric Capital
Corporation.

Accordingly, the Noteholders Committee asks the U.S. Bankruptcy
Court for the District of Delaware to:

   -- amend the proposed procedures, and direct the Debtors to
      amend the Agency Agreement to provide the committee with
      the same rights given to GECC;

   -- restrict any liens granted under the Agency Agreement to
      liens, which are junior to the Noteholders' liens; and

   -- direct the Debtors to begin diligently and expediently
      market the real property leases at the Closing Stores.

The Bank of New York, as collateral agent and Indenture trustee,
joins and supports the objection of the Noteholders Committee.

B. States of Texas and Tennessee

The Consumer Protection and Public Health Division of the Texas
Attorney General's Office objects to the request on these bases:

   (1) The style of the request does not appear to be reasonably
       calculated to give regulatory authorities effective notice
       of the relief sought by the Debtors;

   (2) The Debtors request via the instant request, and not
       through a formal adversary proceeding, to enjoin, state
       regulatory authorities from enforcing valid state laws and
       regulations;

   (3) The request does not specify the state laws from which the
       Debtors seek to be excused from complying; and

   (4) The waiver of the stay of any order approving the request
       is wholly inappropriate in this case.

The Division of Consumer Affairs of the Office of the Tennessee
Attorney General joins in "substantial part" to Texas' objection
to the request.

C. Greenway and Legends

Greenway Center, LLC, and Legends of KC, LP, lease non-
residential real properties to the Debtors, which are affected by
the proposed store closings.  Their concerns are on hanging of
exterior signs or banners on the leased properties, in which the
exterior finish consists of the easily-damaged material known as
the "exterior insulation and finish system."

Alternatively, Greenway and Legends says that the Debtors should
be required to make repairs.  They assert that provisions for
treatment of exterior are not included in the Debtors' proposed
procedures.

Accordingly, Greenway and Legends ask the Court to modify the
proposed procedures with respect to Greenway Station and Legends
Village, and direct the Debtors to coordinate with the landlords'
property managers to ensure that any exterior signs are installed
properly.

D. Other Landlords

Several other landlords object to the Debtors' request.  The
Landlords want the Court to amend the proposed procedures to
provide that the Landlords' other tenants will not be disturbed
by the proposed sales, and that the Debtors should pay their
postpetition rental obligations, among other amendments.

Among the objecting landlords are:

   (1) Centerpoint Development Company, L.L.C.;
   (2) RLV Winchester Center, LP;
   (3) Baldwin Commons, L.L.C.
   (4) RLV Troy Marketplace, LP;
   (5) RLV Millennium Park, LP;
   (6) Ramco Auburn Crossroads SPE, LLC;
   (7) Macon Mall, LLC;
   (8) Independence Center, LLC
   (9) Riverside Enterprises, L.L.C.; and
   (10) Lanesborough Enterprises Newco, LLC.

                     About Linens 'N Things

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of      
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News, Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)7


LINENS N THINGS: U.S. Trustee Appoints 7-Member Creditors Panel
---------------------------------------------------------------
Roberta A. DeAngelis, acting United States Trustee for Region 3,
appointed seven members to the Official Committee of Unsecured
Creditors in the Chapter 11 cases of Linens 'n Things and its
debtor-affiliates.:

      (1) The CIT Group/Commercial Services Inc.
          Attn: Timothy E.Cropper
          Two Wachovia Center, 301 S. Tryon Street
          Charlotte, North Carolina 28282
          Tel: (704) 339-2906
          Fax: (704) 339-2250

      (2) Croscill Inc.
          Attn: Daniel Frangis
          2102 Fay Street
          Durham, North Carolina 27704
          Tel: (919) 956-6333
          Fax: (919) 683-6360

      (3) CVS Pharmacy, Inc.
          Attn: Robert T. Marcello, vice president
          Attn: Michael B. Nulman, Sr., legal counsel
          1 CVS Drive
          Woonsocket, Rhode Island 02895
          Tel: (401) 770-2533
          Fax: (401) 765-7887

      (4) M. Block and Sons, Inc.
          Attn: Edward C. Roels
          5020 W. 73rd Street
          Bedford Park, Illinois 60638
          Tel: (708) 728-8400
          Fax: (708) 924-4618

      (5) Springs Global US, Inc.
          Attn: Flavio R. Barbosa
          205 North White Street
          Fort Mill, South Carolina 29715
          Tel: (803) 396-1103
          Fax: (803) 547-1636

      (6) The Yankee Candle Company, Inc.
          Attn: James A. Perley, Esq.
          16 Yankee Candle Way - P.O. Box 110
          South Deerfield, Massachusetts 01373
          Tel: (413) 665-8306
          Fax: (413) 665-4171

      (7) Simon Property Group, Inc.
          Attn: Ronald M. Tucker
          225 W. Washington Street
          Indianapolis, Indiana 46204
          Tel: (317) 263-2346
          Fax: (317) 263-7901

Majority of the Committee members are merchandise vendors or are
in the home furnishings industry -- Croscill, which supplies beds
and window treatments to Linens 'n Things; The Yankee Candle
Company, which supplies home accessories; Spring Global, whose
bedding components are sold at Linens 'n Things stores, and M.
Block & Sons, which imports and distributes housewares, among
other products.

Home Furnishings News noted the Debtors' consolidated list of 30
largest unsecured creditors reads like a who's who of the home
furnishings industry, with Yankee Candle ranking as the
retailer's largest creditor.  Yankee Candle has a $4,604,554
scheduled prepetition claim; Croscill, a $2,080,651 scheduled
claim; M. Block & Sons, $2,094,348; and Spring Global,
$1,627,835.

Simon Property Group own malls, some of which house Linens 'n
Things stores.  These include Lake View Plaza, in Orland Park,
Chicago, Illinois; Lakeline Plaza, in Austin, Texas; and The
Plaza at Buckland Hills, in Manchester, Connecticut.

CVS Pharmacy was a unit of Melville Corp., which previously owned
Linens 'n Things.  Pharmacy chain CVS is a guarantor of some of
the leases Linens 'n Things signed with Kimco Realty.

Linens 'n Things participates in CIT Group unit CIT Bank's Bill
Me Later, a program which allows retailers to offer instant
credit to consumers.  In addition, CIT Group/Business Credit,
Inc., was among the banks which provided the Debtors with the
$700,000,000 secured loan provided in May 2007, under which CIT
Group acted as co-syndication agent.

According to Wall Street Journal's Jamie Heller, the Creditors
Committee will be represented by Scott Hazan, Esq., and his team
at Otterbourg, Steindler, Houston & Rosen, P.C., in New York.  
Mr. Hazan has also represented the Debtors' ad hoc committee of
major merchandise vendors, which was formed prepetition for the
negotiations of uninterrupted supply of products to the Debtors.

                     About Linens 'N Things

Clifton, New Jersey-based Linens Holding Co., which does business
through its operating subsidiary Linens 'N Things Inc. --
http://www.lnt.com/-- is the second largest specialty retailer of      
home textiles, housewares and home accessories in North America
operating 589 stores in 47 U.S. states and seven Canadian
provinces as of December 29, 2007.  The company is a destination
retailer, offering one of the broadest and deepest selections of
high quality brand-name well as private label home furnishings
merchandise in the industry.

Linens 'N Things and 11 affiliates filed separate voluntary
petitions under Chapter 11 of the United States Bankruptcy Code in
the United States Bankruptcy Court for the District of Delaware on
May 2, 2008 (Lead Case No. 08-10832).  The Canadian operations are
not included in the filings.

Linens 'N Things has secured a $700 million debtor-in-possession
financing from General Electric Capital Corp.  The company plans
to be out of chapter 11 by the end of the year, on this timetable:

    09/14/2008 DIP Facility Deadline for Filing a Chapter 11 Plan

    10/14/2008 DIP Facility Deadline for Disclosure Statement
               Approval

    11/18/2008 DIP Facility Deadline for Soliciting Votes on Plan

    11/28/2008 DIP Facility Deadline for Entry of a Confirmation
               Order

Linens 'N Things is represented by Richards, Layton & Finger,
P.A., and Morgan, Lewis & Bockius LLP.  Conway, Del Genio, Gries &
Co., LLC will serve as the retailer's restructuring advisor until
substantial consummation of a chapter 11 plan.  Conway Del Genio's
Michael F. Gries acts as the Debtors' chief restructuring officer
and interim CEO.  Kurtzman Carson Consultants LLC acts as the
Debtors' claims agent.

A Noteholder Committee has been formed and is represented by
Kasowitz, Benson, Torres & Friedman LLP, and Pachulski Stang Ziehl
& Jones.

(Linens 'n Things Bankruptcy News, Issue No. 4, Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or     
215/945-7000)7


MARATHON HEALTHCARE: U.S. Trustee Forms Seven-Member Committee
--------------------------------------------------------------
The United States Trustee for Region 2 amended its appointment of
members to the Offical Committee of Unsecured Creditors in the
bankruptcy case of Marathon Healthcare Group LLC and its debtor-
affiliates.

The members of the Committee are:

1. Value Healthcare Services LLC
   JoAnn Billman, NFB/Legal Lead
   1600 RiverCenter II
   100 East RiverCenter Boulevard
   Covington, KY 41011
   Telephone: (859) 392-7398
   Facsimile: (859) 392-3692

2. Functional Pathways
   George W. Wyatt, CFO
   614 Marby Hood Road, Suite 301
   Knoxville, TN 37932
   Telephone: (865) 531-2204
   Facsimile: (865) 531-2697

3. Geriatric Medical & Surgical Supply Inc.
   Jeff Goldstein, Controller
   404 3rd Street
   Everett, MA 02149
   Telephone: (617) 387-5936
   Facsimile: (617) 507-4655

4. Dart Chart Systems LLC
   Bernard Hoffman, CEO
   3825 W. Green Tree Road
   Milwaukee, WI 53209
   Telephone: (414) 247-3100
   Facsimile: (414) 247-3188
                              
5. Connecticut Light & Power Co.
   Honor Heath, Esq., Counsel
   107 Selden Street
   Berlin, CT 06037
   Telephone: (860) 665-4865
   Facsimile: (860) 665-5504

6. New England Health Care Employees Benefit Funds
   Michael E. Passero, Esq., Counsel
   92 Cherry Street, P.O. Box 170
   Milford, CT 06460
   Telephone: (203) 878-2419
   Facsimile: (203) 878-6021

7. HPC FoodService
   Thomas Ward, Controller/CFO
   Post Office Box 1228
   South Windsor, CT 06074
   Telephone: (860) 760-3989
   Facsimile: (860) 583-3369

Official creditors' committees have the right to employ legal
and accounting professionals and financial advisors, at the
Debtors' expense.  They may investigate the Debtors' business and
financial affairs.  Importantly, official committees serve as
fiduciaries to the general population of creditors they represent.  

Those committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtor is impossible, the Committee will urge the
Bankruptcy Court to convert the Chapter 11 cases to a liquidation
proceeding.

East Hartford, Connecticut-based Marathon Healthcare Group, LLC --
http://www.marathonhealthcare.com/-- provides nursing and long   
term care.  Together with seven affiliates, the healthcare
provider filed for chapter 11 protection on April 3, 2008 (Bankr.
D. Conn. Lead Case No. 08-20591).  Barry S. Feigenbaum, Esq., at
Rogin Nassau, LLC, represents the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11, they listed
assets between $100,000 and $1 million and debts between
$1 million and $10 million.


MARATHON HEALTHCARE: Committee Wants Zeisler & Zeisler as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Marathon
Healthcare Group, LLC asks permission from the U.S. Bankruptcy
Court for the District of Connecticut to engage Zeisler & Zeisler
PC as its counsel, nunc pro tunc to April 18, 2008.

In an April 18, 2008 meeting, the Committee voted to engage the
firm to provide it with legal services, including participation in
the bankruptcy-related meetings and assisting the Committee in
maximizing the value for unsecured creditors from the Debtors'
assets.

The firm's partner, James Berman, Esq., charges $440 per hour for
his services.  Other partners of the firm charge $375 per hour for
their services.
   
The Committee maintained that the firm does not represent and hold
any interest adverse to the Debtors or their estates.

The firm can be reached at:

   Zeisler & Zeisler PC
   558 Clinton Avenue, P.O. Box 3186
   Bridgeport, CT 06605-0186
   Tel: (203) 368-4234

East Hartford, Connecticut-based Marathon Healthcare Group, LLC --
http://www.marathonhealthcare.com/-- provides nursing and long   
term care.  Together with seven affiliates, the healthcare
provider filed for chapter 11 protection on April 3, 2008 (Bankr.
D. Conn. Lead Case No. 08-20591).  Barry S. Feigenbaum, Esq., at
Rogin Nassau, LLC, represents the Debtors in their restructuring
efforts.  When the Debtors filed for chapter 11, they listed
assets between $100,000 and $1 million and debts between
$1 million and $10 million.


MARSHALL HOLDINGS: Madsen Expresses Going Concern Doubt
-------------------------------------------------------
Madsen & Associates CPA's, Inc., raised substantial doubt on the
ability of Marshall Holdings International, Inc., formerly Gateway
Distributors, Ltd., to continue as a going concern after the firm
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's need of
additional working capital for its planned activity and to service
its debt.

Management reported that as of Sept.18, 2006, the company
finalized negotiations, initiated in 2003, with the Internal
Revenue Service to settle past taxes due.  An agreement was
reached that the compromise previously submitted to the IRS was
withdrawn on July 24, 2006.  The offer deposit of $250,000 was to
be credited as the initial installment payment.  A second
installment payment of $75,000 was to be paid within 90 days of
the agreement acceptance date, Sept. 18, 2006.  Payments of
$50,000 per month will begin in the fourth month after the
acceptance date and will continue each month until the liability
is paid in full, about 10 months.  The payments were due by the
20th day of the month.  The company has been unable to perform and
make the payments as a result of operating cash deficiency and
therefore the company has accrued a liability for the above in the
amounts of $575,231 and $587,336 for the years ended Dec. 31,
2007, and 2006 respectively.  The company is currently in
renegotiations with the IRS to establish a payment plan that they
can maintain.

The company posted a net loss of $3,573,971 on total sales of
$5,204,952 for the year ended Dec. 31, 2007, as compared with a
net loss of $3,735,237 on total sales of $3,757,181 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $11,886,816
in total assets and $13,804,052 in total liabilities, resulting in
$1,917,236 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $5,139,307 in total current assets
available to pay $12,110,144 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?2b28

                       About Marshall Holdings

Headquartered in Las Vegas, Nevada, Marshall Holdings
International Inc. fka Gateway Distributors Ltd. (OTC BB: MHII.OB)
-- http://www.mhii.net/-- distributes vitamins, nutritional  
supplements, whole health foods and skin care products mainly in
the United States of America and Canada, with some sales in Russia
and Indonesia.


MBIA INC: Posts Third Consecutive Quarterly Loss at $2.4 Billion
----------------------------------------------------------------
MBIA Inc., the holding company for MBIA Insurance Corporation,
reported a net loss for the first quarter of 2008 of $2.4 billion,
compared with net income of $198.6 million during the same period
in 2007.  The Wall Street Journal discloses that it is the
company's third consecutive quarterly loss.

MBIA's insured portfolio, totaling $668 billion at quarter-end,
continued to generate substantial revenue in the quarter, even
though new business production was off substantially from the same
period of the prior year.  Total revenue was $741.7 million
(before realized and unrealized gains and losses) compared to
$738.3 million in last year's first quarter.  MBIA generated
operating cash flow of $257.4 million for the three months ended
March 31, 2008 compared with $142.1 million for the three months
ended March 31, 2007.

The majority of the net loss in the quarter was the result of a
pre-tax $3.6 billion unrealized loss on insured credit
derivatives, which included $0.8 billion of credit impairments.

"MBIA continues to be a sound financial institution," Jay Brown,
MBIA Chairman and Chief Executive Officer, said.  "We have ample
liquidity, our balance sheet is built to withstand credit stress
levels many multiples of what we're experiencing now, and our
business model is proving that we are adequately capitalized to
satisfy any potential claims on our insured portfolio.  While our
operating results this quarter were clearly disappointing, they
are consistent with developments in the credit markets."

                       Credit Impairment

During the first quarter, MBIA conducted a thorough analysis of
its housing-related exposures in order to update its estimates for
impairments and loss reserves.  As a result of this review, the
Company recognized a total of $1.34 billion of pre-tax impairments
and loss reserves on its housing-related insured portfolio in the
quarter, bringing the cumulative total of incurred pre-tax credit
losses for housing-related exposures to $2.15 billion over the
past two quarters.  The impairments and loss reserves are
expressed on a net present value basis and are expected to be paid
out over the next four years for direct and multi-sector CDO
squared exposures, and up to 30 to 40 years for the company's
insured multi-sector collateralized debt obligations.  The company
does not anticipate material additional impairment for these
exposures in the foreseeable future, unless the U.S. housing and
mortgage markets perform materially worse than MBIA is projecting.

                    Capital Position and Liquidity

MBIA successfully raised $2.6 billion in the quarter to support
its Triple-A ratings, the most raised by any monoline insurer in
the current troubled capital market.  With the elimination of its
shareholder dividend, the holding company, MBIA Inc., has enough
cash on hand to cover a multiple of its required cash outflows in
2008, and the asset and liability management business has
sufficient cash and assets to cover all of its maturing
liabilities in 2008 and beyond.  MBIA Insurance Corp.'s liquid
assets and operating cash flow are expected to be more than
sufficient to cover both current and anticipated future claims
payments.

                         Ratings Position

In late February, Standard & Poor's and Moody's affirmed MBIA's
Triple-A ratings with negative outlooks.  At year-end 2007, the
company exceeded Standard & Poor's target capital requirement by
$400 million and met Moody's minimum requirements for a Triple-A
rating but fell short of Moody's target capital requirement by
$1.7 billion.  MBIA expects to meet this target over the next two
quarters.

                   Investment Management Services

MBIA's asset management business continued its new business
activities in the quarter, growing its external fee-for-service
advisory business by almost $1 billion in assets under management.  
It also continued to raise funds in the asset/liability management
business at advantageous pricing levels, issuing approximately
$700 million of investment agreements, signaling continuing strong
demand for this product. Total average assets under management for
the first quarter, including conduit assets, were $64.6 billion,
down 1% from $65.4 billion for the first quarter of 2007.

                         Unrealized Losses

MBIA reported a pre-tax unrealized loss on insured credit
derivatives (mark-to-market) of $3.6 billion in the first quarter,
which includes $800 million of credit impairments and which
reflects the net present value basis of the amount of the mark-to-
market that MBIA expects to pay as actual losses.  While
attention-getting, the mark-to-market loss is far less reflective
of MBIA's business than credit impairments, and does not
accurately indicate actual or expected losses.

In addition, mark-to-market losses, except for the impairment, do
not affect the insurance company's statutory capital or rating
agency capital requirements.  Unlike financial institutions with
tradable, liquid portfolios of derivative assets and liabilities,
MBIA's contingent insurance liabilities are not typically
tradable, and are not subject to acceleration or
collateralization.  Fair value accounting, however, results in
some inappropriate comparisons of MBIA's position to those of
other financial institutions who must transact or collateralize at
current market values or who could be subject to accelerated
payments.  This causes confusion about the true impact of mark-to-
market losses on the value of the company in the current
environment.  The company does not expect the full amount of
cumulative mark-to-market losses to be realized, except to the
extent of the $1.0 billion in impairments estimated to date.

                        About MBIA Inc.

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

As reported in the Troubled Company Reporter on March 26, 2008,
Fitch Ratings has decided to maintain its Insurer Financial
Strength and debt ratings on MBIA Inc. and its subsidiaries for
the foreseeable future.  Fitch expects to maintain the MBIA
ratings as long as Fitch believes that it can maintain a clear,
well-supported credit view without access to certain non-public
details concerning MBIA's insured portfolio, to which Fitch will
no longer have access.

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


MBIA INC: Could Be Affected by Sinking 2nd Lien RMBS, Moody's Says
------------------------------------------------------------------
Moody's Investors Service published a special comment entitled
"U.S. Subprime Second Lien RMBS Rating Actions Update", which
highlights the persistent poor performance and continued downward
rating migration among 2005-2007 vintage second lien mortgage
securities.  Moody's notes that financial guarantors have
significant exposure to second lien RMBS, primarily through
guaranties on direct RMBS transactions, and to a lesser extent,
through exposure to ABS CDOs, where second lien RMBS securities
typically constitute less than 5% of collateral within such CDOs.

Moody's loss expectations for this asset class are higher than
previously anticipated, owing to worse-than-expected performance
trends.  This could have material implications for the estimated
capital adequacy of financial guarantors most exposed to this
risk.  In recent announcements of first-quarter 2008 earnings,
MBIA and Ambac both reported material credit impairment losses on
ABS CDOs and loss reserve charges on direct RMBS exposures,
including second lien securitizations.  

Moody's said that incurred losses within both firms' direct RMBS
and ABS CDO portfolios are now meaningfully higher than the rating
agency's prior expected-case loss estimates, elevating existing
concerns about capitalization levels relative to the Aaa
benchmark.  Moody's intends, in the short term, to assess whether
worsening performance in this sector is likely to be material for
exposed financial guarantors, and will update the market as
appropriate.

In its report published earlier, Moody's notes that based on
losses to date, the level of serious delinquency, and the
remaining unpaid pool balances on rated second lien transactions,
the rating agency has increased its loss projections on loan pools
backing subprime second lien RMBS.  Moody's now expects 2005
vintage subprime second lien pools to lose 17% on average, 2006
vintage pools to lose 42% on average, and 2007 pools to lose 45%
on average.

However, Moody's expectations on individual transactions can vary
significantly around these average loss estimates, based on the
quarter of origination and deal- and issuer specific
characteristics, with the worst performing deals issued in
2006/2007 now expected to lose more than 60% of their original
pool balance.


MEDICAL SOLUTIONS: Wolf & Company Expresses Going Concern Doubt
---------------------------------------------------------------
Boston-based Wolf & Company, P.C., raised substantial doubt about
the ability of Medical Solutions Management, 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 reported that the company's losses have resulted
in an accumulated deficit of $153,000,000 as of Dec. 31, 2007,
negative working capital of $2,100,000 and in 2007 operating
activities consumed $7,800,000 of cash.

The company posted a net loss of $148,729,936 on total revenues of
$3,749,042 for the year ended Dec. 31, 2007, as compared with a
net loss of $3,957,845  on total revenues of $1,013,500 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $6,375,354 in
total assets and $9,161,707 in total liabilities, resulting in
$2,786,353 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $6,105,572 in total current assets
available to pay $8,211,768 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?2b2a

                     About Medical Solutions

Headquartered in Marlborough, Massachusetts, Medical Solutions
Management, Inc., (OTC BB: MSMT.OB) -- markets and sells
orthopedic and podiatric durable medical equipments in the United
States.  It enables orthopedic and podiatric practices to dispense
an array of durable medical equipment directly to their patients
during office visits through its turnkey programs.  The company
also provides billing services, inventory management, and
insurance verifications, as well as offers related management
services.


MKP CBO: Moody's Downgrades Ratings on  Credit Quality Erosion
--------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
MKP CBO IV Inc.

Class Description: $40,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2040

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: A1, on review for possible downgrade

Class Description: $18,000,000 Class C Mezzanine Secured Floating
Rate Notes Due 2040

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $13,000,000 Combination Securities Due 2040

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


ML CAPITAL: Fitch Affirms 'BB' Preferred Stock Rating
-----------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings of
Sovereign Bancorp, Inc. at 'BBB-' and Sovereign Bank at 'BBB'.

These affirmations follow SOV's announcement of a sizable capital
raising plan.  This plan consists of $1 billion in new common
equity and $500 million in subordinated debt and is expected to be
completed in the next few days.  The subordinated debt will be
issued at the Sovereign Bank level.  This action by SOV will
greatly improve its capital ratios and its liquidity position,
particularly at the holding company.

In first-quarter 2008, SOV returned to profitability after
recording large losses in fourth-quarter 2007.  In the prior
quarter, losses stemmed primarily from goodwill impairment charges
associated with the consumer and New York Metro business segments.  
In 1Q08, SOV recorded net income of $100 million for an ROA of
0.50%.  This ratio was moderately below the top-30 bank median and
well below levels when credit conditions were benign.  Loan loss
provisions remained at an elevated level but were moderately lower
compared to 4Q07.

Overall, asset quality indicators appear to be at manageable
levels.  The NPA ratio continues to trend higher, but remains
better than average among the top-30 U.S. banks.  This favorable
variance stems from: SOV dealt with its correspondent home equity
portfolio much earlier than many; the bulk of its remaining real
estate exposure is within its mid-Atlantic and New England
footprint; exposure to homebuilders is a modest portion of the
loan portfolio mix.  The real estate markets in SOV's footprint
have been under significantly less pressure when compared to the
troubled markets of California and Florida.  SOV's direct home
equity portfolio has performed comparatively well.  This portfolio
was primarily branch originated with favorable average FICOs and
combined LTVs.  Loan loss reserves appear to provide solid
coverage of existing non-performing loans.  That said, further
significant provisions could be in store for SOV, especially in a
recessionary scenario.

The Stable Outlook reflects expectations that asset quality
problems will remain at manageable levels and capital ratios will
be maintained at least at pro-forma levels.  Maintenance over time
of strong liquidity at the holding company combined with reduced
holding company obligations could result in an alignment of
holding company and bank level ratings.

Fitch has affirmed these ratings, with a Stable Outlook:

Sovereign Bancorp, Inc.
  -- Long-term IDR at 'BBB-';
  -- Senior Debt at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Individual at 'C';
  -- Support at '3'.

Sovereign Bank
  -- Long-term IDR at 'BBB';
  -- Long-term Deposits at 'BBB+';
  -- Subordinated Debt at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Short-term Deposits at 'F2';
  -- Individual at 'B/C';
  -- Support at '3'.

Sovereign Capital Trust I, IV-VI
  -- Preferred Stock at 'BB'.

ML Capital Trust I
  --  Preferred Stock at 'BB'.

Sovereign Real Estate Investment Trust
  -- Preferred Stock at 'BB+'.


MORTGAGE ASSISTANCE: Sutton Robinson Expresses Going Concern Doubt
------------------------------------------------------------------
Sutton Robinson Freeman & Co., P.C., raised substantial doubt on
the ability of Mortgage Assistance Center Corporation 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 recurring losses from operations and accumulated
stockholders' deficit at Dec. 31, 2007.

"The company continues to actively pursue alternative financing
plans to fund the company's requirements, and those plans include,
but are not limited to, additional equity sales or debt financing
under appropriate market conditions, allegiances or partnership
agreements, or other business transactions, which could generate
adequate working capital.  In addition, the company continues to
explore opportunities to secure additional  sources of debt or
other financings as a means of more  cost  effectively  acquiring  
pools of  mortgage notes and foreclosed properties.  However,
there is no guarantee that the company will receive sufficient
funding to sustain operations or implement any future business
plans," management related.

The company posted a net loss of $3,622,706 on net revenues of
$1,155,586 for the year ended Dec. 31, 2007, as compared with a
net loss of $2,010,175 on net revenues of $1,282,259 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $8,410,084 in
total assets, $8,337,971 in total liabilities and $3,612,087 in
minority interest, resulting in $3,539,974 of stockholders'
deficit.  

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b2e

                   About Mortgage Assistance

Mortgage Assistance Center Corporation (OTC BB: MTGC.OB) through
its subsidiary, Mortgage Assistance Corporation, operates as a
financial services company in the United States.  The company
purchases, manages, and resells pools of distressed real estate
secured mortgages and promissory notes.  It acquires both priority
and subordinate mortgage loans or liens from banks and other
lending institutions.  Mortgage Assistance Center primarily
purchases nonperforming, charged-off, and subprime mortgages,
which are between 90 days and 2 years past due; and secured by
residential real estate.  The company was founded in 2003 and is
based in Dallas, Texas.


NORTH COVE: Fitch Junks Five Ratings, Removes Negative Watch
------------------------------------------------------------
Fitch downgraded and removed from Rating Watch Negative five
classes of notes issued by North Cove CDO II, Ltd/LLC.  These
rating actions are effective immediately:

  -- $49,868,493 class A notes downgraded to 'CCC' from 'AAA',
     removed from Rating Watch Negative;

  -- $62,562,291 class B notes downgraded to 'CC' from 'AA',
     removed from Rating Watch Negative;

  -- $16,320,598 class C notes downgraded to 'CC' from 'AA-',
     removed from Rating Watch Negative;

  -- $18,861,691 class D notes downgraded to 'CC' from 'A-',
     removed from Rating Watch Negative;

  -- $20,501,838 class E notes downgraded to 'CC' from 'BBB',
     removed from Rating Watch Negative.

North Cove II is a static synthetic collateralized debt obligation
with cashflow waterfall features that closed on March 2, 2006 with
250 Capital LLC, acting as portfolio servicer.  The liability
structure of North Cove II includes an unrated super senior
tranche with a current notional balance of approximately
$445.5 million per the April 5, 2008 trustee report.  North Cove
II references an approximate $646 million portfolio comprised
primarily of subprime residential mortgage-backed securities bonds
(66.2%), Alternative-A RMBS (19.5%), prime RMBS (2.1%), and other
structured finance assets.  Subprime RMBS bonds of the pre-2005
and 2005 vintages account for approximately 11.2% and 55% of the
portfolio, respectively.

Fitch's rating actions reflect the significant collateral
deterioration within the portfolio, specifically subprime RMBS,
Alt-A RMBS, and SF CDOs with underlying exposure to subprime RMBS.  
Since the last review on June 21, 2007, approximately 66.7% of the
portfolio has been downgraded, with 6.1% of the portfolio
currently on Rating Watch Negative.  As a result of the collateral
downgrades, the class A/B/C and class E sequential pay ratios have
declined to 106.4% and 99.6% respectively and are failing their
respective triggers of 108.4% and 103.4%, as of the most recent
trustee report dated April 5, 2008.

The failing class A/B/C sequential pay test has caused the
sequential pay period to commence. On each payment date during the
sequential pay period, the notional amount of the super senior
class will be reduced first until reduced to zero before any
principal distributions are made to the rated notes as the assets
in reference portfolio amortize.

The class D and class E notes, however, will continue to benefit
from a turbo feature in the interest waterfall where they will
receive principal distributions from interest proceeds so long as
such proceeds exist at that point in the waterfall.  Though the
class D and class E notes are expected to have a greater principal
recovery, they face the same default risk as the class B and class
C notes and therefore have the same credit rating.

The Rating Watch Negative reflects the continued credit
deterioration in subprime RMBS, as well as growing concerns with
the performance of Alt-A RMBS.  The classes rated 'CCC' and below
are removed from Rating Watch as Fitch believes further negative
migration in the portfolio will have a lesser impact on these
classes.

The ratings of the class A through E notes address the likelihood
that investors will receive full and timely payments of interest,
as per the transaction's governing documents, as well as the
stated balance of principal by the legal final maturity date.


NPS PHARMA: Reports Errors in Financial Results Ended Dec. 31
-------------------------------------------------------------
The Audit Committee of the Board of Directors of NPS
Pharmaceuticals, Inc., concluded, after consultation with
management of the company and a review of the pertinent facts,
that the previously reported financial statements contained in the
company's Annual Report on Form 10-K for the fiscal year ended
Dec. 31, 2007, should not be relied upon due to an error in the
computation of the cash sweep premium interest expense associated
with the Secured 8.0% Notes due on March 30, 2017.  The company
detected this error during the course of the preparation and
review of the company's Quarterly Report on Form 10-Q for the
period ended March 31, 2008.

As a result of this error, the company understated accrued
interest expense and retained deficit and overstated income taxes
payable on the Consolidated Balance Sheet as of Dec. 31, 2007.  
Also, as a result of the error, the company understated interest
expense and overstated income tax expense on the Consolidated
Statement of Operations for the year ended Dec. 31, 2007.  The
company is currently working on restating the financial statements
that were included in its Form 10-K for the year ended Dec. 31,
2007, and will file an amendment on Form 10-K/A to include the
restated financial statements and related disclosures once they
are completed.

The company expects the corrections to result in:

     i) an increase of $3.8 million in accrued expenses and
        interest expense;

    ii) a reduction of $0.1 million in income tax expense and
        income taxes payable; and

   iii) an increase in retained deficit of $3.7 million.

The Audit Committee of the company's Board of Directors has
discussed this matter with KPMG LLP, the company's independent
registered public accounting firm.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty   
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

                          *     *     *

NPS Pharmaceuticals Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $231.8 million in total assets and $419.8 million in
total liabilities, resulting in a $188.0 million total  
shareholders' deficit.


OMNOVA SOLUTIONS: S&P Holds 'B+' Rating; Revises Outlook to Neg.
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on OMNOVA
Solutions Inc. to negative from stable.  At the same time, S&P
affirmed all of its ratings on the company, including the 'B+'
corporate credit rating.
     
"The outlook revision reflects the continued weaker-than-expected
operating performance because of elevated raw material costs in
fiscal 2007 and the first quarter of 2008," said Standard & Poor's
credit analyst Henry Fukuchi.  "These conditions have resulted in
some weakening of the financial profile against the level we
consider appropriate for the current ratings."
     
The negative outlook also incorporates S&P's view that raw
material cost escalation will continue to create a difficult
operating environment, especially in light of weak economic
conditions and a housing slowdown.  S&P expect this trend to
continue throughout the remainder of 2008 and the first half of
2009.
     
In fiscal 2007, operating results were weak primarily due to the
lag in price increases relative to raw material cost inflation.  
In particular, the performance chemicals segment experienced
considerable margin compression because of the run-up in butadiene
and styrene prices.  The company also incurred higher costs for
polyvinyl chloride, which it uses in decorative products.  OMNOVA
has taken steps to offset this pressure, implementing an
aggressive price increase plan to mitigate further deterioration
in margins, but the uncertainty of butadiene pricing in an
environment of short supply remains a significant concern.

S&P anticipate that OMNOVA's price increases will have their full
impact on margin improvement during the third and fourth quarters
of 2008, because of the timing necessary to implement the higher
prices across various product lines.  While S&P expect styrene
prices to stabilize in 2008, butadiene remains a significant
concern because tight supply will dictate higher pricing.  S&P   
expect OMNOVA will take the necessary steps, including additional
price increases, to mitigate further margin erosion and maintain
its financial profile and current ratings.

S&P could lower the ratings within the next few quarters if the
expected improvement in operating results does not materialize,
leading to further deterioration in the financial profile or
liquidity position.  Specifically, S&P expect OMNOVA to maintain a
funds from operations to total adjusted debt ratio averaging 15%
over a business cycle to maintain its current rating.  Any further
deviation from this level will put downward pressure on the
current ratings.  The ratings could also come under pressure if
OMNOVA's position weakens materially in key end markets, such as
paper, carpet, and upholstery manufacturing, or in the event of a
large, debt-financed acquisition that stretches the financial
profile beyond our expectations.
     
Effective management of price increases relative to raw material
price inflation coupled with continued cost reduction efforts
could lead to a modest improvement of the financial profile and
would add support for the current ratings.


OPTIMUM INSURANCE: A.M. Best Lifts IC Rating to bb+ from bb-
------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to
B(Fair) from B-(Fair) and issuer credit ratings to "bb+" from
"bb-" of Optimum Insurance Company Inc, its wholly owned
subsidiary, Optimum Farm Insurance Inc (both of Montreal, Canada)
and Optimum West Insurance Company (Vancouver, Canada).  Together
these members are known as Optimum General Insurance Group.  All
ratings have a stable outlook.

Concurrently, A.M. Best has withdrawn the ICR of "ccc+" of Optimum
General Inc (Canada), a holding company that is no longer a
publicly traded entity.

These rating actions reflect A.M. Best's view that the group
maintains adequate capitalization, having reported improved
operating results and consistently favorable reserve development
on both an accident and calendar year basis.

Partially offsetting these positive factors are conditions derived
from older years where below average underwriting results strained
overall profitability, although the group has experienced
substantial improvement during the latest five year period.

The group's results continue to improve as evidenced by favorable
underwriting and investment income as well as improved pure loss
ratios.  This is reflected in its 2007 full year performance,
which generated a combined ratio of 95.4 and operating ratio of
89.0.  The group has benefited from management's implementation of
corrective actions to improve performance, tighten underwriting
guidelines and improve rate adequacy.  Indications are favorable
as improved performance has been reported in several key financial
measures including operating earnings, net underwriting income,
net investment income and reserve development.

Optimum Insurance Company writes commercial and personal lines
insurance business mainly in Ontario and Quebec, while Optimum
Farm Insurance Company writes similar lines exclusively in Quebec.  
Optimum West Insurance Company provides residential and automobile
insurance to individuals and property and liability insurance to
commercial clients in British Columbia, Alberta and the Yukon
Territory.


ORLEANS HOMEBUILDERS: Gets Temporary Waiver for Credit Facility
---------------------------------------------------------------
Orleans Homebuilders Inc. received a limited waiver to its Amended
and Restated Credit Agreement on May 9, 2008.  The waiver letter
temporarily waives certain covenants generally through and
including Sept. 15, 2008, and it replaces them with modified
covenants which generally exclude the effects of recording the
valuation allowance.  

Based on the company's financial results for the quarter ended
March 31, 2008, in particular the valuation allowance recorded for
the deferred tax asset, the company determined it was in default
of certain of its covenants contained in its senior secured
revolving credit facility .  

Absent the deferred tax asset valuation allowance of
$43.5 million, the company would have been in compliance with all
of its financial covenants for the fiscal quarter ended March 31,
2008.
       
As a result of this deferred tax asset valuation allowance in the
current fiscal quarter, absent the executed waiver letter, the
company would have been in violation of its minimum tangible net
worth, maximum leverage, and maximum land to adjusted net worth
covenants.  

The waiver letter waives these covenant defaults from the fiscal
quarter ending March 31, 2008, through and including Sept. 15,
2008, unless another event of default occurs or the company  fails
to meet the revised minimum tangible net worth and leverage ratios
set forth in the waiver letter for the Amended and Restated Credit
Agreement.

During the third quarter of fiscal 2008, Orleans reduced its
outstanding bank debt by $13.0 million.  As of March 31, 2008,
over the past five quarters, since Jan. 1, 2007, Orleans has
reduced its outstanding bank debt by approximately $106.0 million.  

The reduction in bank debt is the result of the company's
operations, including land sale transactions and income tax
refunds.

                         Financial Results

For quarter ended March 31, 2008, the company reported net loss of
$55.7 million compared to net loss of $51.8 million for the same
period in the previous year.

For the nine months ended March 31, 2008, the company incurred net
loss of $109.1 million compared with net loss of $55.5 million in
2007.

At March 31, 2008, the company's balance sheet showed total
assets                                   
of $791.4 million, total liabilities of $676.1 million and total
shareholders' equity of $115.3 million.

                  About Orleans Homebuilders Inc.

Based in Bensalem, Pennsylvania, Orleans Homebuilders Inc. and
its subsidiaries (ASE: OHB) -- http://www.orleanshomes.com/--    
market, develop and build high-quality, single-family homes,
townhomes and condominiums to serve various types of homebuyers,
including first-time, first move-up, second move-up, luxury, empty
nester and active adult.  The company  believes this broad range
of home designs gives it flexibility to address economic and
demographic trends within its markets.

           Defaults Under Amended Revolving Credit Loan

As reported in the Troubled company  Reporter on Feb. 8, 2007,
Orleans Homebuilders has determined that it is in violation
of a financial covenant under its Amended and Restated Revolving
Credit Loan Agreement in the course of preparing its quarterly
financial statements for the second quarter of 2007.

The Loan Agreement was entered into by the company  as guarantor,
certain of the company 's wholly owned subsidiaries, and various
banks as lenders, dated Jan. 24, 2006, and amended by a First
Amendment on Nov. 1, 2006.

The Loan Agreement required the company  to maintain a certain
"Debt Service Ratio", which is the ratio of the company 's
"Adjusted EBITDA" to "Debt Service".  As of Dec. 31, 2006, the
company 's Debt Service Ratio was 1.61 to 1.00.  The Revolving
Credit Facility required a Debt Service Ratio of 2.00 to 1.00.

As of Feb. 1, 2007, approximately $501,950,000 of borrowings and
approximately $40,724,000 of letters of credit and other
assurances were outstanding under the Revolving Credit Facility.


PINE MOUNTAIN: Moody's Downgrades Ratings on Two Classes to Caa2
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Pine
Mountain CDO III Ltd.:

Class Description: Up to $230,000,000 Class A-1 Floating Rate
Notes Due July 7, 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $20,000,000 Class A-2 Floating Rate Notes Due
July 7, 2047

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $90,000,000 Class A-3 Floating Rate Notes Due
July 7, 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $41,250,000 Class A-4 Floating Rate Notes Due
July 7, 2047

  -- Prior Rating: Ba2, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Class Description: $45,000,000 Class B Floating Rate Notes Due
July 7, 2047

  -- Prior Rating: Ba3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $22,500,000 Class C Deferrable Interest
Floating Rate Notes Due July 7, 2047

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

Class Description: $25,000,000 Class D Deferrable Interest
Floating Rate Notes Due July 7, 2047

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

Class Description: $3,750,000 Class E Deferrable Interest Floating
Rate Notes Due July 7, 2047

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


PINNACLE FOODS: Debt Reduction Efforts Cue S&P's Positive Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Service revised its outlook on Pinnacle
Foods Group LLC to positive from stable.  At the same time, S&P
affirmed its ratings on the company, including the 'B-' corporate
credit rating. Mountain Lakes, New Jersey- based Pinnacle Foods
had about $1.77 billion in reported debt outstanding as of
Dec. 31, 2007.

"The outlook revision reflects the company's recent debt reduction
efforts as well as our expectations that management will continue
to improve the company's financial profile," said Standard &
Poor's credit analyst Christopher Johnson.  Pinnacle repaid about
$55 million in debt during fiscal 2007 following its acquisition
by Blackstone Group L.P. in April 2007.  In addition, the company
has improved its margins by selectively taking price increases,
reducing trade fees, and enhancing its operating efficiencies,
which more than offset higher raw material, packaging, and energy
costs.  Moreover, S&P expect the company's credit ratios to
continue to improve as it applies a significant portion of its
free cash flows toward further debt reduction in 2008, despite
elevated raw material, packaging, and energy costs.
     
The ratings reflect Pinnacle's still high debt levels, and its
participation in the highly competitive, although somewhat
recession-resistant, packaged food industry.  Pinnacle
manufactures and markets a portfolio of branded foods, including
Swanson frozen foods, Vlasic pickles and condiments, Duncan Hines
baking mixes, Log Cabin and Mrs. Butterworth's table syrups, and
Lender's bagels.  The company also has positions in the frozen
pancakes, waffles, and pizza categories.  Competition is strong
within the packaged food industry, and Pinnacle competes against
larger and financially stronger competitors, including ConAgra
Foods Inc. and Kraft Foods Inc., in its key frozen foods segments.
     
Pinnacle's management has been working to revitalize its brands
through product innovation and greater brand focus via promotional
spending and advertising.  The company plans to continue to
improve operating margins with ongoing manufacturing and supply
chain improvements in addition to further reductions in trade
fees.  Although top-line growth remains a challenge for many of
Pinnacle's brands, the vast majority are still leaders in their
product categories, with solid underlying consumer demand despite
rising food costs.  As such, S&P view Pinnacle's brand portfolio
as somewhat recession resistant.
     
S&P expect the company's credit measures to continue to improve as
it applies free cash flow to debt reduction.  In addition, S&P
expect Pinnacle to sustain its improved operating performance in
2008 despite a weakening economic environment and the impact of
higher commodity costs.  S&P could consider raising the ratings if
the company reduces leverage to closer to 7x and maintains
operating margins in the 15% area.  Alternatively, if operating
performance declines or if the company demonstrates a more
aggressive financial policy, we could revise the outlook to
stable.


POPE & TALBOT: Court Converts Case to Chapter 7 Liquidation
-----------------------------------------------------------
Pope & Talbot Inc. and its debtor-affiliates obtained an order
from the U.S. Bankruptcy Court for the District of Delaware,
converting their Chapter 11 cases to a Chapter 7 liquidation
proceeding.

James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP, in
Wilmington, Delaware, asserted that the facts and circumstances
of the Debtors' bankruptcy cases require conversion to Chapter 7.

The final maturity date of the Debtors' postpetition secured
financing facility was May 5, 2008.  "The Debtors' postpetition
lenders have been unwilling to further extend the DIP Facility
but have authorized the use of cash collateral until Friday,
May 9," Mr. O'Neill informed Judge Sontchi.  "Without financing
under the DIP Facility and the use of cash collateral, the
Debtors do not have sufficient sources of working capital to
continue operating their business."

The Court directed the Debtors to timely file all applicable
statements, schedules and reports, pursuant to Rule 1019 of the
Federal Rules of Bankruptcy Procedure.

The Court initially extended the time within which the Debtors
have the exclusive right to file a Chapter 11 plan, through and
including June 2, 2008, as reported in the Troubled Company
Reporter on March 17, 2008.

Roberta DeAngelis, Acting United States Trustee for Region 3,
appointed George L. Miller as Interim Trustee/Trustee of the
Debtors' estate.  The U.S. Trustee has fixed the amount of Mr.
Miller's bond, and gave Mr. Miller five days to accept or reject
the case.  

Mr. Miller is authorized by the Court to operate the Debtors'
businesses in accordance with Section 721 of the Bankruptcy
Court, pending further Court order.

                       About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).


POPE & TALBOT: PwC Requests Appointment as CCAA Receiver
--------------------------------------------------------
PricewaterhouseCoopers Inc., monitor of the proceedings commenced
by Pope & Talbot Ltd. and its subsidiaries under the Companies'
Creditors Arrangement Act, asks the British Columbia Supreme Court
to appoint it as Interim Receiver and Receiver without security of
certain assets of the Applicants, Pursuant to Section 47(1) of the
Bankruptcy and Insolvency Act, RS.C. 1985, c. B-3.

As Receiver, PwC will:

   (1) take possession and control of the Applicants' property
       under the CCAA proceedings -- on terms satisfactory to the
       Receiver -- and any and all proceeds, receipts and
       disbursements arising out of or from the Property;

   (2) receive, preserve, protect and maintain control of the
       Property, including, but not limited to, changing of locks
       and security codes, relocating of Property to safeguard
       it, engaging of independent security personnel, the taking
       of physical inventories and placement of insurance
       coverage as may be necessary or desirable;

   (3) receive and collect all monies and accounts now owed or
       hereafter owing to the Applicants, and to exercise all
       remedies of the Applicants in collecting the monies,
       including, without limitation, to enforce any security
       held by any of the Applicants;

   (4) settle, extend or compromise any indebtedness owing to or
       by any of the Applicants;

   (5) execute, assign, issue and endorse documents of whatever
       nature in respect of any of the Property, whether in the
       Receiver's name or in the name and on behalf of any of the
       Applicants;

   (6) market any or all the Property, including advertising and
       soliciting offers in respect of the Property, and
       negotiating the terms and conditions of sale as the
       Receiver in its discretion may deem appropriate;

   (7) sell, convey, transfer, lease, assign or otherwise dispose
       of the Property or any part or parts out of the ordinary
       course of business:

       * without the approval of the Canadian Court in respect of
         any transaction not exceeding $1,500,000, provided that
         the aggregate consideration for all the transactions
         does not exceed $10,000,000; and

       * with the approval of the Canadian Court in respect of
         any transaction in which the purchase price or the
         aggregate purchase price exceeds $1,5,000,000;

   (8) enter into agreements with any trustee in bankruptcy
       appointed in respect of any of the Petitioners, whether in
       Canada or the United Sates, including, without limitation,
       the ability to enter into occupation agreements for any
       real property owned or leased by any of the Applicants in
       Canada or the United States; and

   (9) exercise any shareholder, partnership, joint venture or
       other rights which any of the Applicants may have.

The Receiver will not be authorized to take possession or control
of either the Mackenzie or Harmac pulp mills before obtaining (i)
an indemnity agreement and release from the British Columbia
Ministry of Environment, and (ii) agreements from the employees
at the applicable pulp mills and the applicable unions in respect
of the terms of employment of the employees.

PwC also proposes that the Receiver will not take possession or
control of any of the Property that is located in the United
States, until the Receiver has:

   (a) entered into an agreement with any Chapter 11 Trustee;

   (b) obtained a Chapter 15 recognition of the receivership
       proceedings as "foreign main" proceedings granting the
       Receiver the authority to realize on any Property in the
       U.S.; and

   (c) in the case of the Halsey pulp mill, entered into
       agreements with the mill's employees and any appropriate
       governmental bodies.

Mike Vermette of PwC has confirmed to The Vancouver Sun that he
will be administering the business of Pope & Talbot as interim
receiver.  "We will try to sell the remaining mills, and see if
we can fund a buyer in short order," the newspaper quoted Mr.
Vermette.  

Mr. Vermette added that the MacKenzie and Harmac mills will be
shut down until a buyer can be found, The Vancouver Sun relates.

As Receiver, PwC contemplates terminating the employment of all
persons employed by the Applicants in Canada.  However, the
Receiver will be authorized to engage the former employees of the
Applicants -- on a term and task basis -- who have entered into
letter agreements with the Receiver and, in the case of union
employees, in respect of whom the applicable union has entered
into an agreement with the Receiver.  The Receiver will not make
any payments or contribution to any pension plan maintained or
formerly maintained by any of the Petitioners.

A full-text copy of PwC's Receivership Request is available for
free at http://ResearchArchives.com/t/s?2bd8

                       About Pope & Talbot

Based in Portland, Oregon, Pope & Talbot Inc. (Other OTC:
PTBT.PK) -- http://www.poptal.com/-- is a pulp and wood products
business.  Pope & Talbot was founded in 1849 and produces market
pulp and softwood lumber at mills in the US and Canada.  Markets
for the company's products include the US, Europe, Canada, South
America and the Pacific Rim.

The company and its U.S. and Canadian subsidiaries applied for
protection under the Companies' Creditors Arrangement Act of
Canada on Oct. 28, 2007.  The Debtors' CCAA Stay expired
on Jan. 16, 2008.

The company and fourteen of its debtor-affiliates filed for
Chapter 11 protection on Nov. 19, 2007 (Bankr. D. Del. Lead Case
No. 07-11738).  Shearman & Sterling LLP is the Debtor's bankruptcy
counsel, while Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl
& Jones L.L.P. represents the Debtors as bankruptcy co-counsel.
The Official Committee of Unsecured Creditors selected Fried,
Frank, Harris, Shriver & Jacobson LLP as its bankruptcy counsel.
When the Debtors filed for bankruptcy, they listed total assets of
$681,960,000 and total debts of $601,090,000.

Pope & Talbot Pulp Sales Europe, LLC, a subsidiary, on Nov. 21,
2007, filed an application for relief under Belgian bankruptcy
laws in the commercial court in Brussels.  If the Belgian court
grants Pope & Talbot Europe's application, it is expected it will
be liquidated through the bankruptcy proceeding.

(Pope & Talbot Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or
215/945-7000).

                            *    *    *

The Court extended the time within which the Debtors have the
exclusive right to file a Chapter 11 plan, through and including
June 2, 2008, as reported in the Troubled Company Reporter on
March 17, 2008.


PRC LLC: Committee Can Employ Halperin Battaglia as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors in PRC LLC and its
debtor-affiliates' Chapter 11 cases obtained authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Halperin Battaglia Raicht, LLP, as its special conflicts
counsel nunc pro tunc to March 26, 2008.

According to Andrew B. Eckstein, Esq., at Blank Rome LLP, in New
York, the Committee has selected HBR because of its experience
and expertise in the field of creditors' and debtors' rights and
business reorganizations under the Bankruptcy Code.  HBR has been
involved in numerous Chapter 11 cases throughout the United
States, and has acted as conflicts counsel to committees in other
significant Chapter 11 cases.

The Committee sought to retain HBR to address matters as to which
its primary counsel, Blank Rome, may have conflicts.  As of
April 9, 2008, Blank Rome has identified potential conflicts
related to Royal Bank of Scotland, the Debtors' prepetition
lenders, and the Verizon companies.  HBR agreed to represent the
interest of the Committee, except with respect to The CIT Group,
which it has in the past and may in the future represent in
matters not related to the Debtors and the Committee.

The services of HBR's professionals will be paid according to the
firm's standard hourly rates:

         Professional               Hourly Rate
         ------------               -----------
         Attorneys                  $175 - $435
         Clerks                        $125
         Paraprofessionals           $75 - $100

HBR's actual and necessary expenses related to the contemplated
services will also be reimbursed.

Alan D. Halperin, a member of Halperin Battaglia Raicht, in New
York, assured the Court that his firm does not represent nor hold
interest adverse to the Committee, the Debtors, their creditors
or any party-in-interest in matters for which the firm will be
retained.  He maintained that HBR is a "disinterested person" as
the term is defined in Section 101(14) of the Bankruptcy Code.

                         About PRC LLC

Founded in 1982 and based in Fort Lauderdale, Florida, PRC, LLC --
http://www.prcnet.com/-- is a leading provider of customer             
management solutions.  PRC markets its services to brand-focused,
Fortune 500 U.S. corporations and delivers these services through
a global network of call centers in the U.S., Philippines, India,
and the Dominican Republic.

PRC is the sole member of each of PRC B2B, LLC, and Precision
Response of Pennsylvania, LLC, and the sole shareholder of Access
Direct Telemarketing, Inc., each of which is a debtor and debtor-
in-possession in PRC's joint Chapter 11 cases.

Panther/DCP Intermediate Holdings, LLC, is the sole member of
PRC.

PRC, together with its operating subsidiaries PRC B2B, Access
Direct, and PRC PA, is a leading provider of complex,
consultative, outsourced services in the Customer Care and Sales
& Marketing segments of the business process outsourcing
industry.  Since 1982, the company has acquired and grown
customer relationships for some of the world's largest and most
brand-focused corporations in the financial services, media,
telecommunications, transportation, and retail industries.

The company and four of its affiliates filed for Chapter 11
protection on Jan. 23, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-
10239).  Alfredo R. Perez, Esq., at Weil, Gotshal & Manges, LLP,
represents the Debtors in their restructuring efforts.  The
Debtors chose Stephen Dube, at CXO LLC, as their restructuring and
turnaround advisor.  Additionally, Evercore Group LLC provides
investment and financial counsel to the Debtors.

The Debtors' consolidated financial condition as of Dec. 31, 2007
showed total assets of $354,000,000 and total debts of
$261,000,000.

The Debtors submitted to the Court a Chapter 11 Plan of
Reorganization on Feb. 12, 2008.  (PRC LLC Bankruptcy News, Issue
No. 12; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PROSPECT MEDICAL: Continues Covenant Waiver Talks with Lenders
--------------------------------------------------------------
Prospect Medical Holdings, Inc. has substantially completed the
work necessary to file its Form 10-K for the fiscal year ended
September 30, 2007, and Form 10-Q for the fiscal quarter ended
December 31, 2007.  The Company anticipates filing both of these
documents with the U.S. Securities and Exchange Commission by the
end of May 2008, once the matters pertaining to the Company's
lenders and independent auditors have been concluded.

Discussions remain ongoing between the Company and its lenders
with respect to covenant waivers and other amendments to the
credit agreements.  Agreed upon amendments to the credit
agreements are required prior to the issuance of the Forms 10-K
and 10-Q.  Although no assurance can be given, the Company
believes that the amendments will be completed by the middle of
May, followed by final review of the completed credit agreement
amendments by Prospect's independent auditors and, thereafter,
filing of the 10-K and 10-Q.  Assuming completion of the lender
and independent auditor processes, Prospect expects to file its
fiscal 2007 Form 10-K and its fiscal 2008 first quarter Form 10-Q
by the end of May 2008, and its fiscal 2008 second quarter Form
10-Q by mid-June 2008.  At that point, Prospect believes it will
be compliant with the continued listing requirements of the AMEX
and will qualify for its common stock to resume trading, as
further discussed below.

The Company and its lenders have agreed to revised forbearance
agreements that extend the forbearance period through May 14,
2008.  There was no additional cost to Prospect in connection with
these latest extensions.  If the credit agreement amendments have
been satisfactorily completed by this date, no additional
forbearance agreement extension will be necessary.  If not, the
Company expects that it and its lenders will negotiate another
extension, or the Company will be in default under its existing
credit agreements.

In connection with the Company's revised time table, Prospect
submitted a letter to the AMEX dated May 2, 2008, requesting that
the AMEX extend until June 16, 2008, the deadline for Prospect to
complete its late SEC filings and thereby regain compliance with
the exchange's continued listing requirements.

Prospect previously submitted a letter to the AMEX on February 28,
2008 setting forth the Company's Plan for regaining compliance
with the exchange's continued listing requirements, including
filing the Alta Healthcare System, Inc. 8-K/A, which was filed on
April 1, 2008, and filing Prospect's fiscal 2007 Form 10-K and
fiscal 2008 first quarter Form 10-Q not later than April 28, 2008.

The AMEX is currently evaluating the Company's Plan.  Assuming
acceptance of the Plan by the AMEX, and Prospect's timely filing
of all indicated SEC filings, the AMEX will consider restoring
trading in Prospect's common stock.

Prospect Medical Holdings, Inc. -- (AMEX: PZZ) -- operates four
community-based hospitals in the greater Los Angeles area and
manages the medical care of roughly 240,000 individuals enrolled
in HMO plans in Southern California, through a network of more
than 9,000 specialist and primary care physicians. On the Net:
http://www.prospectmedical.com/


PRIMEDIA INC: March 31 Balance Sheet Upside-Down by $136.8 Million
------------------------------------------------------------------
PRIMEDIA Inc. reported on Thursday results for the first quarter
ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$251.3 million in total assets and $388.1 million in total
liabilities, resulting in a $136.8 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $56.8 million in total current
assets available to pay $62.4 million in total current
liabilities.

The company reported net income of $13.6 million for the quarter
ended March 31, 2008, a decrease of $91.1 million as compared to
net income of $104.7 million for the same period in 2007.

The decrease in net income was primarily due to a $43.5 million
gain on the sale of businesses, net of tax and a tax benefit of
$61.0 million related to the Enthusiast Media discontinued
operation, both recorded in 2007, partially offset by a reduction
of $24.0 million in interest expense from the company's lower debt
level.

Total net revenue increased 0.8% to $77.5 million as compared to
$76.9 million during the three months ended March 31, 2007,
reflecting 2.5% growth in Apartments revenue and a 1.1% increase
in DistribuTech revenue, partially offset by a 6.6% decline in New
Homes revenue.

Total Adjusted EBITDA declined 9.4% to $12.9 million versus
$14.2 million during the comparable period last year due to
several factors, including:

  -- $1.3 million of fees and expenses for an ongoing litigation
     matter, which are expected to be offset by an insurance
     recovery for the same matter in the second quarter; and

  -- Higher distribution costs as a result of the company's 2007
     expansion of its retail distribution network and an increase
     in bad debt expense related to former customers of
     DistribuTech and New Homes; partially offset by:

  -- Higher revenue and a reduction in headcount and professional
     fees as part of the headquarters transition.

Operating income declined 5.3% year-over-year to $8.3 million as
compared to $8.7 million in 2007 due the same factors that
affected the company's Adjusted EBITDA, as well as higher
depreciation costs due to investments in internal-use software
placed in service, partially offset by lower non-cash compensation
expense and restructuring costs.

                      Management's Comments

"In the first quarter, we were pleased to see our largest
business, Apartment Guide and ApartmentGuide.com, deliver its
third consecutive quarter of year-over-year revenue growth," said
Dean Nelson, chairman and interim chief executive officer of
PRIMEDIA.  "However, as we expected, the challenging environment
in the residential housing sector impacted New Homes and some of
our DistribuTech customers, a situation we anticipate will
continue for the remainder of the year.

"As we previously announced, we are quite enthusiastic that
Charles Stubbs will be joining PRIMEDIA as its new chief executive
officer later this month.  Charles has a strong track record in
generating value through the combination of businesses that
integrate traditional and online media, like Consumer Source.  We
are confident that Charles will be able to strengthen our position
as the premier print and online resource to advertise apartment
and other rentals, as well as new homes, in key markets across the
country."

                          Free Cash Flow

Free Cash Flow was negative $19.6 million in the first quarter
2008 compared to negative $2.4 million in the first quarter 2007.
The decrease was primarily due to the absence of cash flow from
businesses divested after the first quarter of 2007 and post-
Enthusiast Media sale obligations.

                            Liquidity

As of March 31, 2008, the company's cash and cash equivalent
balance declined to $7.2 million versus $66.8 million as of
March 31, 2007, due to the proceeds remaining from the sale of the
Outdoor Group, which is part of the Enthusiast Media segment.

The company had debt, net of cash, of $244.9 million at March 31,
2008, compared to net debt of $1.3 billion at March 31, 2007.  The
company had approximately $91.8 million of unused bank commitments
available at March 31, 2008.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2bd3

                       About Primedia Inc.

Headquartered in Atlanta, PRIMEDIA Inc.(NYSE: PRM) --
http://www.primedia.com/-- through its Consumer Source Inc.  
operation, is an integrated media business that provides
advertising supported print and online consumer guides for the
apartment and new home industries.  Consumer Source publishes and
distributes more than 38 million guides – such as Apartment Guide
and New Home Guide – to approximately 60,000 U.S. locations each
year through its proprietary distribution network, DistribuTech.

The company also distributes category-specific content on its
leading websites, including ApartmentGuide.com, NewHomeGuide.com
and Rentals.com, a comprehensive single unit real estate rental
site.


PRIMEDIA INC: Taps Barber as Chief Accounting Officer, Treasurer
----------------------------------------------------------------
J. Michael Barber was appointed senior vice president, chief
accounting officer and treasurer of Primedia Inc., effective May
1, 2008, replacing Robert J. Sforzo in his capacity as chief
accounting officer and Carl F. Salas in his capacity as treasurer.

In addition, the company has been engaged in transitioning its
headquarters from New York to Atlanta and, in connection
therewith, anticipates that Messrs. Sforzo and Salas will separate
from employment with the company on May 31, 2008.

Prior to joining the company in October 2007, Mr. Barber served as
executive vice president and chief accounting officer of HomeBanc
Corp. from September 2004 through October 2007.  From 2001 to
August 2004, he served as senior vice president and manager of
Accounting Policy and Reporting with Union Planters Corp., a bank
holding company.  From 1987 to 2001, Mr. Barber worked with
PricewaterhouseCoopers LLP, where he was a senior manager in that
organization's banking practice.  Mr. Barber is a certified public
accountant.

The company has entered into a severance arrangement with Mr.
Barber.  Under the Agreement, if Mr. Barber's employment is
terminated by the company without cause, Mr. Barber will receive
as severance an aggregate amount equal to twelve months' base
salary at the rate being paid on the date his employment is
terminated, payable in equal bi-weekly installments on regularly
scheduled payroll dates, less applicable withholding.  Under the
Agreement, no severance is payable upon a voluntary resignation or
upon termination of employment for cause.  Any severance payable
under the Agreement is subject to compliance with Section 409A of
the Internal Revenue Code of 1986, as amended.

Headquartered in New York City, PRIMEDIA Inc. (NYSE: PRM) --
http://www.primedia.com/-- is the parent company of Consumer        
Source Inc., a publisher and distributor of free consumer guides
in the U.S. with Apartment Guide, Auto Guide, and New Home Guide,
distributing free consumer publications through its proprietary
distribution network, DistribuTech, in more than 60,000 locations.  

                          *     *     *

The company's 8% Senior Notes due 2013 carry Moody's Investors
Service's B2 rating.


PRECISION PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Precision Products of Tennessee, Inc.
        724 Central Avenue, West
        Springfield, TN 37172

Bankruptcy Case No.: 08-03656

Type of Business: The Debtor manufactures dies and tools.

Chapter 11 Petition Date: April 30, 2008

Court: Middle District of Tennessee (Nashville)

Judge: Marian F. Harrison

Debtor's Counsel: Linda W. Knight, Esq.
                  Gullett Sanford Robinson & Martin
                  P.O. BOX 198888
                  Nashville, TN 37219
                  Tel: (615) 244-4994
                  Fax: (615) 256-6339

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
   ------                         ---------------   ------------
Vista Metals, Inc.                Trade debt             $86,346
P.O. Box 951659
Cleveland, OH 44193

Basic Carbide Corporation         Trade debt             $42,440
P.O. Box 228
Lowber, PA 15660

Wells Fargo Business              Unsecured note         $30,000
Direct Division                   converted from
MAC U1851-014                     credit card
P. O. Box 7666                    balance
Boise, ID 83707-1666

Bluegrass Industrial Sales Co.    Trade debt             $25,746

Motion Industries                 Trade debt             $25,175

Bohler Uddeholm Corporation       Trade debt             $20,850

Dynamic Ceramic Ltd.              Trade debt             $20,145

Bank of America                   Credit Card            $14,328

Saint-Gobain Advanced Ceramics    Trade debt             $13,141

J & L Industrial Supply           Trade debt             $10,535

Roger Korte                       Trade debt             $10,488

Advantage Tool Steel              Trade debt              $9,500

Springfield Dept. of Utilities    Water, Gas,             $8,677
                                  Electricity

Atlanta Precision Spindles, LLC   Trade debt              $8,657

U.S. Diamond Wheel                Trade debt              $6,944

Technology Sales Co., Inc.        Trade debt              $6,419

Porter-Walker                     Trade debt              $5,416

J & J Machine & Tool Ind. Co.     Trade debt              $4,060

Methods Machine Tools, Inc.       Trade debt              $3,340

Kentametal, Inc.                  Trade debt              $3,035


QCA HEALTH: A.M. Best Affirms 'bb+' Issuer Credit Rating
--------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of
B(Good) and issuer credit rating of "bb+" of QCA Health Plans,
Inc.  The outlook for both ratings has been revised to positive
from stable.

The revised rating outlook reflects strong capitalization,
consistent operating margins and reorganization of management
functions that have led to significant cost savings for the health
plan.

QCA has continued to improve its risk-based capital.  Conversion
of surplus notes and interest to preferred stock in 2006, along
with stable underwriting and investment returns have driven
improved capitalization according to Best's Capital Adequacy
Ratio.  QCA finished 2007 with a strong operating margin
consistent with prior years, despite a decline in membership.  
Earnings improvement also is due to the restructuring of
management functions, which has led to administrative cost savings
in excess of $2 million in 2007.

QCA experienced another year of declining membership in 2007,
adding pressure to premium growth; however, QCA is forecasting
aggressive growth for 2008.  A.M. Best is concerned with the risks
associated with this growth, including double digit increases in
medical and administrative costs, which could put additional
pressure on margins over the medium term despite QCA's forecasted
margin improvements.


REFCO INC: Refco Commodity Management Files Liquidation Plan
------------------------------------------------------------
On May 9, 2008, Refco Commodity Management, Inc., delivered to
the U.S. Bankruptcy Court for the Southern District of New York
its Chapter 11 Plan of Liquidation.  The RCMI Plan does not
require the solicitation of votes from claimants, as the claims
against it have been resolved pursuant to the terms of the
already effective Chapter 11 Plan of Refco, Inc.

RCMI is a wholly-owned subsidiary of Westminster-Refco
Management, LLC, an indirect, wholly-owned subsidiary of Refco,
Inc.  RCMI, formerly known as CIS Investments, Inc., currently
has no ongoing business operations and no employees, and does not
lease or own real property.  Its assets include cash on hand as
of the RCMI Petition Date on October 16, 2006, and $4,300,000
cash received from the liquidation of its assets.  It owns no
other property and holds no other interests.

RCMI was a commodity pool operator, registered with the the
Commodity Futures Trading Commission under the Commodity Exchange
Act, and was a member of the National Futures Association.  
RCMI's primary businesses as of the Petition Date were serving as
the managing owner of the JWH Global Trust.  It was also co-
general partner of two public commodity pools, IDS Managed
Futures, L.P. and IDS Managed Futures II, L.P., along with IDS
Futures Corporation.

After the Petition Date, RCMI reviewed and analyzed, among other
things, (a) RCMI's equitable and financial interests in the Trust
and the IDS Pools, (b) RCMI's rights, duties and obligations in
connection with the Trust and the IDS Pools, (c) the potential
outcomes in the Debtors' Chapter 11 cases, and (d) the best
interests of the unit holders, the limited partners, the Trust,
and the IDS Pools.

RCMI determined it is its best interests to sell its interests in
the Trust and the IDS Pools, and assign its duties and
obligations as Managing Owner and as co-general partner, to a
qualified third party.  On October 12, 2006, RCMI, R.J. O'Brien &
Associates and R.J. O'Brien Fund Management, Inc.  entered into
an Asset Purchase Agreement providing for the purchase of RCMI's
interest as Managing Owner of the Trust.  RCMI received
approximately $2,520,964 in cash at the closing of the sale.  
After the sale was consummated, RCMI redeemed its remaining Units
in the Trust and received approximately $416,510 as a result of
the redemption.

RCMI continues to hold interests in the IDS Pools, and currently
holds 358.70 units in IDS I and 54.35 units in IDS II.  The IDS
Pools maintain a cash reserve with respect to the general partner
units and are holding approximately $109,726 and $27,674 in cash
with respect to RCMI's units IDS I and IDS II.  RCMI previously
acknowledged that it owed IDS I approximately $19,137 with
respect to a redemption error made by RCMI in its capacity as
general partner of IDS I.

                       RCMI Plan Provisions

On the effective date of RCMI's Plan, (a) RCMI will be merged
with and into Refco Inc., with Refco Inc. as the surviving
entity, and (b) RCMI's Chapter 11 Case will be closed.

RCMI's Plan is based in large part on specific provisions set
forth in the Modified Joint Chapter 11 Plan of Refco Inc. and
Certain of its Direct and Indirect Subsidiaries, confirmed by the
Court on December 15, 2006.

There are four creditors that asserted five claims against RCMI.
One creditor holds an Allowed Impaired Claim under the Refco Plan
against RCM and has already received a Distribution under the
Refco Plan with respect to the claim, and another creditor has
settled and waived its claims in the Prior Debtors' and RCMI's
Chapter 11 cases.  The other two creditors do not have direct
claims against RCMI, but have asserted:

   (a) direct claims against the Prior Debtors, which claims are
       subject to pending claims objections filed by the Prior
       Debtors, and

   (b) indirect claims against RCMI to the extent that RCMI
       could be jointly and severally liable for the direct
       claims asserted against the Prior Debtors.

If any direct claim is ultimately allowed, however, the creditor
holding that claim would receive a Distribution under the Refco
Plan with respect to an Impaired Claim under the Refco Plan
against the Prior Debtors.  Accordingly, pursuant to the Refco
Plan, each of the claims currently asserted against RCMI  --
excluding the settled and waived claims -- either already is or
would be deemed to be subordinated to all other claims against or
equity interests in RCMI on the Contributing Non-Debtor Affiliate
Trigger Date for RCMI.  Moreover, all currently asserted claims
could be deemed to be released pursuant to the Refco Plan on the
Contributing Non-Debtor Affiliate Trigger Date for RCMI if the
RCM Trustee, with the consent of the Plan Committee, deems any
subordination to be a release.

The RCM Plan Administrator has advised RCMI that, if the
Bankruptcy Court approves the Disclosure Statement, the Plan
Committee has previously consented and the RCM Plan Administrator
would designate the Contributing Non-Debtor Affiliate Trigger
Date for RCMI to be the Effective Date of the Plan and, to the
extent necessary to ensure that RCMI winds up its affairs and
distribute its remaining property to Reorganized Refco, deem the
subordination of the claims currently asserted against RCMI to
be a release of the claims.

            Classification and Treatment of Claims

Robert I. Shapiro, RCMI's president, sole officer and director,
relates that the RCMI Plan provides for the classification and
treatment of claims and interests against RCMI:

                              Estimated               Estimated
   Class                         Amount   Treatment   Recovery
   -----                      ---------   ---------   ---------
   Administrative Claims             $0   Unimpaired     100%

   Priority Tax Claims               $0   Unimpaired     100%

   Class 1                           $0   Unimpaired     100%
   Non-Tax Priority Claims

   Class 2                           $0   Unimpaired     100%
   Secured Claims

   Class 3                           $0   Unimpaired     100%
   General Unsecured Claims

   Class 4                   $4,300,000   Unimpaired     100%
   Old Equity Interests

   Class 5                           $0   Unimpaired       0%
   Subordinated Claims

On the Effective Date, each Holder of an Allowed Class 4 Old
Equity Interest will receive its Pro Rata share of the Remaining
Equity Distribution, in final satisfaction of that interest.

Holders of Class 5 Subordinated Claim will not be entitled to any
property or interest on account of their claims.  On the
Effective Date, all Subordinated Claims will be expunged.

RCMI believes that there are no Allowed Administrative Claims,
Allowed Priority Tax Claims, Allowed Non-Tax Priority Claims,
Allowed Secured Claims, and Allowed General Unsecured Claims in
their Chapter 11 cases.  However, on the Effective Date, each
holder of those claims, if any, will receive cash equal to the
unpaid portion of their claims.

           No Solicitation and Presumed Acceptances

RCMI is not soliciting acceptances of the Plan from any Holders
of Claims or Interests because there are no Impaired classes of
Claims or Interests in the Plan.  All Classes of Claims and
Interests are all Unimpaired by the Plan and, pursuant to Section
1126(f) of the Bankruptcy Code, are presumed to have accepted the
Plan.

Specifically, although the Holders of Class 5 Subordinated Claims
will not receive any Distribution under the Plan, their treatment
is dictated by the Refco Plan.  Accordingly, the Holders of Class
5 Subordinated Claims are not Impaired by the Plan, and no
solicitation of votes to accept or reject the Plan is necessary
under the circumstances.

            Motion to Approve Disclosure Statement

RCMI asks the Court to consider adequacy of the Disclosure
Statement accompanying the Plan.  Mr. Shapiro submits that the
Disclosure Statement is extensive and comprehensive.  It contains
descriptions and summaries of:

   (a) the Plan,
   (b) key events preceding RCMI's Chapter 11 cases,
   (c) claims asserted against RCMI's estate,
   (d) risk factors affecting the Plan,
   (e) a liquidation analysis regarding returns under Chapter 7,
   (f) financial information relevant to the Plan, and
   (g) federal tax law consequences of the Plan.

In addition, the Disclosure Statement was the subject of review
and comment by counsel for the Refco Plan Administrator and the
Plan Administrator for Refco Capital Markets, Ltd., and was
revised in response to their comments.

Accordingly, RCMI submits that the Disclosure Statement contains
adequate information within the meaning of Section 1125, and
should be approved.

A full-text copy of RCMI's Plan of Liquidation is available at no
charge at:

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

A full-text copy of the Disclosure Statement to RCMI's Plan of
Liquidation is available at no charge at:

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

                        About Refco

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

(Refco Bankruptcy News, Issue No. 81, Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: June 12 Confirmation Hearing on Refco Commodity Plan
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will hold a combined hearing on June 12, 2008, at 10:00 a.m., to
consider the approval of the disclosure statement and the
confirmation of the Chapter 11 Plan of Liquidation of Refco
Commodity Management, Inc.

Objections to the approval of the Disclosure Statement and the
confirmation of the Plan, are due on June 7, 2008, at 4:00 p.m.

Refco Commodity Management filed a Plan of Liquidation on May 9,
2008.

The RCMI Plan does not require the solicitation of votes from
claimants, as the claims against it have been resolved pursuant to
the terms of the already effective Chapter 11 Plan of Refco, Inc.

RCMI is a wholly-owned subsidiary of Westminster-Refco Management,
LLC, an indirect, wholly-owned subsidiary of Refco, Inc.  RCMI,
formerly known as CIS Investments, Inc., currently has no ongoing
business operations and no employees, and does not lease or own
real property.  Its assets include cash on hand as of the RCMI
Petition Date on October 16, 2006, and $4,300,000 cash received
from the liquidation of its assets.  It owns no other property and
holds no other interests.

RCMI was a commodity pool operator, registered with the the
Commodity Futures Trading Commission under the Commodity Exchange
Act, and was a member of the National Futures Association.  
RCMI's primary businesses as of the Petition Date were serving as
the managing owner of the JWH Global Trust.  It was also co-
general partner of two public commodity pools, IDS Managed
Futures, L.P. and IDS Managed Futures II, L.P., along with IDS
Futures Corporation.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

(Refco Bankruptcy News, Issue No. 81, Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: RCMI to Assign Partnership Stake to IDS Futures
----------------------------------------------------------
The Chapter 11 Plan of Liquidation of Refco Commodity Management,
Inc., incorporates a settlement agreement dated April 25, 2008,
among IDS Managed Futures, L.P., IDS Managed Futures II, L.P.,
IDS Futures Corporation, Ameriprise Financial Services, Inc., and
Refco Commodity Management, Inc.

IDS Managed Futures, L.P. and IDS Managed Futures II, L.P., are
Delaware limited partnerships formed to trade a wide range of
U.S. and international futures and forward contracts and related
options pursuant to the trading instructions of professional
trading advisors.

IDS Futures Corporation and RCMI acted as co-general partners of
the IDS Partnerships through December 31, 2006, pursuant to
certain partnership agreements.  In their capacities as co-
general partners, IDS Futures and RCMI managed and controlled all
aspects of the business of the Partnerships under and pursuant to
the terms of the Act and the Partnership Agreements.

As a result of the Refco, Inc., et al., bankruptcy cases, on
June 1, 2006, Gary L. Franzen, as trustee of the Gary L. Franzen
Declaration of Trust, individually and on behalf of a putative
class that included the Partnerships' limited partners, filed a
complaint against IDS Futures and RCMI, as general partners, in
the United States District Court for the Northern District of
Illinois, Eastern Division, as amended on September 15, 2006.

RCMI's bankruptcy petition on October 16, 2006 constituted a
notice of withdrawal as a general partner of the Partnerships.  
As part of its bankruptcy case, RCMI sold and assigned
substantially all of its assets to R.J. O'Brien Fund Management,
Inc.

The Partnership Agreements do not prescribe a process for winding
down the activities of the Partnerships.  Accordingly, on
Sept. 27, 2006, IDS Futures filed applications for dissolution of
the Partnerships, as amended and supplemented on Jan. 26, 2007,
in the Court of Chancery of the State of Delaware in and for New
Castle County.  Pursuant to the Applications,  IDS Futures sought
an order and direction from the Court of Chancery to dissolve the
Partnerships and to distribute the Partnerships' remaining assets
for the benefit of its partners.

Prior to the hearing on the Applications, and as an accommodation
to its clients and to resolve the Franzen Litigation, Ameriprise
Financial Services, Inc., the Partnerships' selling agent and
introducing broker and an affiliate of IDS Futures, offered to
purchase the remaining interests of limited partners in the
Partnerships.  Notwithstanding the fact that the Partnerships
will not recover full payment from the Refco Debtors, the net
asset value paid by Ameriprise Financial pursuant to the
Ameriprise Purchase Offer assumed a 100% recovery from the Refco
Debtors.

The Court of Chancery approved the Applications on Feb. 20, 2007.  
Pursuant to the Orders, the Court of Chancery approved the
Ameriprise Purchase Offer, and authorized and instructed IDS
Futures to continue to act as sole general partner for the
purpose of winding down the Partnerships' affairs.  The Orders
deem the Partnerships dissolved, effective as of Dec. 31, 2006.

In March 2007, Ameriprise Financial began purchasing the
remaining interests of limited partners pursuant to the
Ameriprise Purchase Offer.  A significant portion of the limited
partners participated in the Ameriprise Purchase Offer,
effectively resolving the Franzen Litigation and any alleged
claims the Partnerships or their limited partners may have had as
a result of the Refco Bankruptcy Cases, and settling the action
as against IDS Futures.

On November 13, 2007, IDS Futures filed final applications in the
Court of Chancery.  Pursuant to the Final Applications, IDS
Futures sought an order and direction from the Court of Chancery
to cancel the Partnerships' certificates of limited partnership
and for certain other relief to complete the wind up process.

The Court of Chancery approved the Final Applications on
Dec. 4, 2007, under which Ameriprise Financial was authorized to
pay the remaining, non-participating limited partners the
purchase price under the Ameriprise Purchase Offer.  Absent
payment by Ameriprise Financial, the remaining limited partners
would have received their pro rata share of the Partnerships'
remaining net assets, which recovery would have been less than
they received from Ameriprise Financial.

RCMI continues to hold an interest in each of the Partnerships.
These interests, which were not purchased by Ameriprise Financial
pursuant to the Ameriprise Purchase Offer, are currently being
held in a reserve account.  Pursuant to the Final Orders, the
Chancery Court authorized IDS Futures to withhold RCMI's interest
in the General Partner Reserve until the Partnerships' and IDS
Futures' claims against RCMI were resolved.

The U.S. Bankruptcy Court for the Southern District of New York
established May 11, 2007, as the deadline for creditors to file
proofs of claim in RCMI's bankruptcy case.  The deadline was
extended by agreement of the Parties pending settlement
discussions.  None of the Partnerships, IDS Futures or Ameriprise
Financial have filed proofs of claim against RCMI, but such
parties assert that they would have filed proofs of claims against
RCMI absent the settlement of claims set forth in this Agreement.  
The claims would have included, without limitation, claims for
reimbursement as a result of a redemption error made by RCMI and
for contribution in connection with the Ameriprise Purchase Offer.

In recognition of the time and expense associated with resolving
any claims or interests by and among themselves, the Parties have
reached an agreement to settle their mutual claims or interests.

Pursuant to the Settlement Agreement, the parties agree that:

    1. In full and final settlement of any claims of the
       Partnerships, IDS Futures or Ameriprise Financial against
       RCMI, RCMI agrees to assign to IDS Futures all of its
       right, title and interest in and to the Partnerships,
       including, without limitation, those interests of RCMI
       currently held in the General Partner Reserve.

    2. The Agreement will be subject to Bankruptcy Court approval
       and will not be effective until the date upon which the
       Bankruptcy Court enters an order approving the Agreement.

    3. Within 30 days of the Agreement Effective Date, IDS
       Futures will pay $10,000 from the General Partner Reserve
       to RCMI, which payment will be in full and final
       satisfaction of RCMI's interest in the General Partner
       Reserve and its investment in the Partnerships.

    4. Effective as of the Agreement Effective Date, (a) IDS
       Futures, Ameriprise Financial and the Partnerships and (b)
       RCMI, on behalf of itself and its estate, release and
       discharge each other from any and all claims and
       liabilities arising from or related to the Partnerships.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity Management, Inc., filed its Chapter 11 Plan of
Liquidation on May 9, 2008.  The Court will hold a combined
hearing on June 12, 2008, at 10:00 a.m., to consider the approval
of the disclosure statement and the confirmation of the Plan.  The
RCMI Plan does not require the solicitation of votes from
claimants, as the claims against it have been resolved pursuant to
the terms of the already effective Chapter 11 Plan of Refco, Inc.

(Refco Bankruptcy News, Issue No. 81, Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Credit Suisse et al. Also Want Classified Documents
--------------------------------------------------------------
Several financial institutions join the request of Thomas H. Lee
Partners L.P., Grant Thornton LLP, and Mayer Brown LLP, to the
extent that they seek to obtain access to documents and
transcripts that have been made available to Litigation Trustee,
and that have been withheld by reason of the Protective Order.

The financial institutions are:

   -- Credit Suisse Securities (USA) LLC,
   -- Banc of America Securities LLC,
   -- Deutsche Bank Securities Inc.,
   -- Goldman, Sachs & Co.,
   -- Merrill Lynch, Pierce, Fenner & Smith Incorporated,
   -- J.P. Morgan Securities Inc.,
   -- Sandler O'Neill & Partners, L.P.,
   -- HSBC Securities (USA) Inc.,
   -- William Blair & Company, L.L.C.,
   -- BMO Capital Markets Corp.,
   -- CMG Institutional Trading LLC,
   -- Samuel A. Ramirez & Company, Inc.,
   -- Muriel Siebert & Co., Inc.,
   -- The Williams Capital Group, L.P., and
   -- Utendahl Capital Partners, L.P.

Philip D. Anker, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP, in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York that the documents should be made available
to the Underwriters in connection with the pending litigation
styled In re: Refco Securities Litigation, 07 MDL 1902 (S.D.N.Y)
(Lynch, J.), and subject to the terms of the Confidentiality
Order.

Dennis A. Klejna also supports T.H. Lee, et al.'s motion, for the
same reasons stated by the Underwriters.

As reported by the Troubled Company Reporter on May 9, Thomas H.
Lee Partners L.P., Grant Thornton LLP, and Mayer Brown LLP seek
access to documents and transcripts that have been made available
to Marc S. Kirschner, the Trustee for the Litigation Trust and
Private Actions Trust of Refco, Inc., and its
affiliates and subsidiaries.  T.H. Lee, et al., asked the
Bankruptcy Court for relief from the first amended protective
order governing the production and use of confidential material,
dated March 19, 2007.

T.H. Lee, et al., are parties to several litigations commenced
by the Litigation Trustee, that are presently pending before the
Judge Gerard E. Lynch in the United States District Court for
the Southern District of New York.

                        BAWAG's Objects

Bank fur Arbeit und Wirtschaft und Osterreichische Postsparkasse
Aktiengesellschaf objects to the motion of T.H. Lee, et al.,
stating that there is no compelling need or extraordinary
circumstance supporting the request.  Furthermore, the Motion is
all the more problematic to the extent that it implicates
Austrian Bank Secrecy laws, potentially exposing BAWAG, a non-
party, to severe prejudice.

Nicolle L. Jacoby, Esq., at Dechert LP, in New York, maintains
that BAWAG has reasonably relied on the Protective Order in
producing materials to Refco's estate fiduciaries.  The entry of
the Protective Order was a necessary condition to BAWAG's
production.  The Protective Order provides that BAWAG's documents
will be returned or destroyed upon final resolution of the
Debtors' cases.

BAWAG believed that the materials that it produced will be in
accordance with the explicit terms of the Protective Order, which
provides that all confidential materials will be used only by the
Committee and the Litigation Trustee.  The Protective Order does
not provide for the wholesale production of all those documents
to defendants in the related actions, Ms. Jacoby insists.

Furthermore, BAWAG obtained waivers of Austrian Bank Secrecy laws
from the Debtors and their non-Debtor affiliates, in connection
with its prior production of documents, but those waivers
arguably do not extend to any further dissemination of its
documents to third parties,  regardless of whether those third
parties agree to be bound by the Protective Order.

Ms. Jacoby states that T.H. Lee, et al., are required to show a
compelling need or extraordinary circumstance for the documents,
on the particular terms that they propose.  At a minimum, they
should be required to submit a more specific request to the
Litigation Trustee, and BAWAG should have the opportunity to
review those requests, and make objections if appropriate, he
asserts.

McDermott Will & Emery LLP joins BAWAG's opposition and asks the
Court to deny T.H. Lee, et al.'s request.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the
most active members of futures exchanges in Chicago, New York,
London and Singapore.  In addition to its futures brokerage
activities, Refco is a major broker of cash market products,
including foreign exchange, foreign exchange options, government
securities, domestic and international equities, emerging market
debt, and OTC financial and commodity products.  Refco is one of
the largest global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc
A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP,
represents the Official Committee of Unsecured Creditors.  Refco
reported US$16.5 billion in assets and US$16.8 billion in debts
to the Bankruptcy Court on the first day of its chapter 11
cases.

The Court confirmed the Modified Joint Chapter 11 Plan of
Refco Inc. and certain of its direct and indirect subsidiaries,
including Refco Capital Markets Ltd. and Refco F/X Associates
LLC, on Dec. 15, 2006.  That Plan became effective on
Dec. 26, 2006.

Refco Commodity Management, Inc., filed its Chapter 11 Plan of
Liquidation on May 9, 2008.  The Court will hold a combined
hearing on June 12, 2008, at 10:00 a.m., to consider the approval
of the disclosure statement and the confirmation of the Plan.  The
RCMI Plan does not require the solicitation of votes from
claimants, as the claims against it have been resolved pursuant to
the terms of the already effective Chapter 11 Plan of Refco, Inc.

(Refco Bankruptcy News, Issue No. 81, Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


RH DONNELLEY: Unit Launches Exchange Offers to Refinance Sr. Notes
------------------------------------------------------------------
R.H. Donnelley Inc., a wholly owned subsidiary of R.H. Donnelley
Corporation, has commenced concurrent exchange offers to refinance
a portion of its parent's outstanding senior notes.

The exchange offers will expire at 12:00 midnight, New York City
time, on June 6, 2008, unless such deadline is extended by RHDI.  
In order to be eligible to receive the total exchange amount,
holders of Old Notes must tender their Old Notes prior to 5:00
p.m., New York City time, on May 21, 2008, unless such deadline is
extended by RHDI.

RHDI is offering to exchange up to the maximum amount of the
applicable Old Notes in exchange for 11.75% Senior Notes due May
15, 2015 of RHDI.  The New Notes will be senior unsecured
obligations of RHDI and will be fully and unconditionally
guaranteed by the Company and each of RHDI's subsidiaries on a
general, senior unsecured basis.  Holders of Old Notes whose
tenders are accepted by RHDI will receive, subject to proration,
the applicable exchange amount:


                                   Principal Amount of New Notes
                                 for Each $1,000 Principal Amount
                                      of Applicable Old Notes
Maximum      Title of
Amount       Outstanding
Offered      Notes of the      Principal   Early          Total
for          Company to be     Exchange    Participation  Exchange
Exchange     Exchanged         Amount      Amount         Amount
--------     ---------         ------      ------         ------  
$35 million  6.875% Sr.
             Notes due 2013    $652.50      $30.00        $682.50

$50 million  6.875% Series
             A-1 Sr. Discount
             Notes due 2013    $652.50       $30.00       $682.50

$90 million  6.875% Series A-2
             Sr. Discount
             Notes due 2013    $652.50       $30.00       $682.50

$300 million 8.875% Series A-3
             Sr. Notes
             due 2016          $675.00       $30.00       $705.00

$225 million 8.875% Series A-4
             Senior Notes
             due 2017          $670.00       $30.00       $700.00


The applicable total exchange amount will include an early
participation amount payable only to holders of Old Notes that
validly tender and do not validly withdraw their Old Notes prior
to the Early Participation Deadline, and whose Old Notes are
accepted for exchange.  Holders of Old Notes that validly tender
after the Early Participation Deadline, and whose notes are
accepted for exchange, will receive the applicable principal
exchange amount but not the early participation amount.  Holders
will not be entitled to withdraw their Old Notes after 5:00 p.m.,
New York City time, on May 21, 2008.

Eligible Holders may request documents by contacting the
information agent, MacKenzie Partners, Inc., at (toll-free) (800)
322-2885 or (collect) (212) 929-5500.

Headquartered in Cary, North Carolina, R.H. Donnelley Corp.,
fka The Dun & Bradstreet Corp. -- http://www.rhdonnelley.com/ --
(NYSE: RHD) publishes and distributes print and online directories
in the U.S.  It offers print directory advertising products, such
as yellow pages and white pages directories.  R.H. Donnelley Inc.,
Dex Media, Inc. and Local Launch, Inc. are the company's only
direct wholly owned subsidiaries.

                           *     *     *

As reported in yesterday's Troubled Company Reporter, Moody's
Investors Service has assigned a B1 rating to R.H. Donnelley
Inc.'s proposed $488 million senior unsecured notes and a Ba1
rating to Dex Media West LLC's proposed senior secured credit
facilities, while affirming R.H. Donnelley Corporation's B1
Corporate Family rating, in connection with a proposed note
exchange and refinancing.

Fitch Ratings has affirmed the Issuer Default Ratings on R.H.
Donnelley Corp, R.H. Donnelley, Inc., Dex Media, Inc., Dex Media
East and Dex Media West at 'B+'.  Fitch expects to rate the
amended RHDI credit facility 'BB+/RR1' and the proposed DXW credit
facility 'BB+/RR1'.  The Rating Outlook has been changed to
Negative from Stable.


SADLER HOMES: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Sadler Homes, Inc.
        3102 Ashfield Dr.
        Houston, TX 77082

Bankruptcy Case No.: 08-32931

Type of Business: The Debtor builds and sells homes.  See
                  http://www.sadlerhomes.com/

Chapter 11 Petition Date: May 5, 2008

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Peter Johnson, Esq.
                  Email: pjlawecf@pjlaw.com
                  Eleven Greenway Plaza
                  Ste. 2820
                  Houston, TX 77046
                  Tel: (713) 961-1200
                  Fax: (713) 961-0941

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's Six Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
TrustMark National Bank        Prom Note             $60,090
10497 Town & Country Way,
Ste 380
Houston, TX 77024

JPMorgan Chase Bank NA         Credit Line for       $45,586
Southwest Houston LPO          Operations
9531 Southwest Freeway
Houston, TX 77074

Citibusiness                   Credit Card           $12,172
Platinum Select Card
P.O. Box 44180
Jacksonville, FL 32231-4180

Advanta Bank Corp.             Credit Card           $11,082

Hughes Supply                  Trade Debt            $4,698

Capital One                    Credit Card           $1,270


SANDRIDGE ENERGY: S&P Rates Proposed $500MM Unsecured Notes B-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' rating to
SandRidge Energy Inc.'s (B/Positive/--) proposed $500 million in
senior unsecured notes, with a recovery rating of '5', indicating
S&P's expectation of modest (10%-30%) recovery in the event of a
payment default.  At the same time, S&P affirmed SandRidge's 'B'
corporate credit rating and lowered the issue rating on the
company's $1 billion in existing senior unsecured notes to 'B-'
from 'B' and revised the recovery rating to '5' from '3'.
     
"The ratings action came as a result of the significant increase
in SandRidge's borrowing capacity under its senior secured
revolving credit facility, which leaves less residual value
available for unsecured creditors in the event of a payment
default," said Standard & Poor's credit analyst David Lundberg.
     
The ratings on Oklahoma City-based SandRidge reflect its highly
leveraged financial profile, geographic concentration in the Pinon
Field in West Texas, and the exploration and production industry's
highly cyclical and capital-intensive nature.  These weaknesses
are only partially offset by SandRidge's good internal growth
prospects, competitive finding and development costs, and
experienced management team.


SEA CONTAINERS: Wants Court to Approve SCL and GECC Global Pact
---------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Dealware to authorize Sea
Containers Ltd. to enter into a framework agreement with General
Electric Capital Corporation to end a dispute between SCL and GECC
relating to GE SeaCo SRL, so as to permit GE SeaCo's management to
focus 100% of its efforts on managing and growing the GE SeaCo
business.

GE SeaCo is non-debtor and a joint-venture entity between SCL,
and GECC -- through its subsidiaries GE Capital Container SRL and
Genstar Container Corporation.

GE SeaCo has asserted a number of claims against the Debtors, all
of which arose under certain governing agreements. Subsequently,
the Court has allowed the parties to pursue arbitration with
respect to the claims.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, in
Wilmington, Delaware, relates that the Framework Agreement is the
result of substantial efforts made by the Debtors, GE SeaCo and
GECC to resolve all disputes between them, establish a platform
for a normalized business relationship, and maximize GE SeaCo's
value for its stakeholders.

Mr. Brady says the Framework Agreement provides for (i) the
settlement and release of all existing and pending claims between
the parties, (ii) a basis upon which to file and confirm a
Chapter 11 plan, while eliminating the possibility that GECC
would assert a plan that would constitute a change of control
under the joint venture documents, and (iii) modifications of
certain relevant GE SeaCo agreements to streamline and update the
governance and operations of GE SeaCo.

Under the terms of the proposed Framework Agreement, Mr. Brady
continues, GECC and GE SeaCo would release significant claims
asserted against the Debtors, which are estimated as having a
face value of over $100 million, and which are the subject of the
intensive and expensive ongoing arbitration proceedings.

The other salient terms of the Framework Agreement include:

-- facilitating confirmation of a Chapter 11 plan and
emergence of the Debtors through waiver by GECC of the
"right of first offer," change of control and other rights
under the GE SeaCo governing agreements;

-- clarifying and supplementing certain reporting and
informational requirements relating to GE SeaCo to enhance
the liquidity of the equity interests in a newly-formed
company, Newco, that likely will own SCL's interests in GE
SeaCo, and the equity interests of which are likely to be
distributed to creditors of SCL;

-- the creation of securities registration rights in GE SeaCo
that would facilitate the disposition of Newco's interests
in GE SeaCo at a later date;

-- termination of two Master Lease Agreements, and placing
containers in the MLAs under two Equipment Management
Agreements. The agreements are for containers owned by SCL
or GECC that were leased for GE SeaCo's benefit;

-- amendments to the GE SeaCo governing agreements to update
and streamline GE SeaCo's governance and operations;

-- provision of a special dividend from GE SeaCo that should
yield SCL in excess of $10,000,000, which otherwise would
not be payable, without interest, until at least 2012;

-- clarifications regarding Newco's post-emergence governance
and ownership, all in light of the SCL's anticipated
emergence from Chapter 11 and the distribution of equity in
Newco; and

-- a global settlement and release of outstanding claims among
the Debtors, GECC and GE SeaCo.

Mr. Brady says the settlement of litigation and the release of
claims would have otherwise consumed significant bankruptcy
estate resources. The waiver of GECC is also significant because
it will enable the Debtors to formulate a path to exit in the
near term without the specter of further disputes with GECC,
avoid potentially mountainous additional administrative costs,
and facilitate the distribution of value by the estates to
creditors.

"While the estates have agreed in exchange to forgo $18.9 million
retained by GE SeaCo and the $7 million claim for attorneys' fees
in the Change of Control Arbitration -- a portion of this
consideration will redound to SCL's benefit through its 50%
economic stake in GE SeaCo," Mr. Brady informs the Court.

The Debtors believe that the Framework Agreement (i) provides
significant benefits with no meaningful detriment to the estates,

(ii) will mark a fresh start and facilitate a harmonious,
profitable relationship for the Debtors, GECC and GE SeaCo, and

(iii) is for the best interests of the Debtors and their
creditors.

A full-text copy of the Framework Agreement is available for free
at http://researcharchives.com/t/s?2bc9

                 About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 41;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEAENA INC: Weaver & Martin Expresses Going Concern Doubt
---------------------------------------------------------
Weaver & Martin, LLC, raised substantial doubt on the ability of
Seaena, 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 and
negative cash flows from operations.

The company posted a net loss of $3,420,400 on total revenues of
$3,336,957 for the year ended Dec. 31, 2007, as compared with a
net loss of $9,875,464 on total revenues of $4,272,495 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $4,601,656 in
total assets and $5,779,145 in total liabilities, resulting in
$1,177,490 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,259,057 in total current assets
available to pay $5,779,145 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?2b29

                       About Seaena Inc.

Seaena, Inc., (OTC BB: SEAI.OB) fka Crystalix Group International
Inc. -- http://www.seaena.com/-- manufactures, distributes, and  
markets laser subsurface engraved optical-quality glass products.


SECURITIZED ASSET: Fitch Affirms Junked Ratings on Six Classes
--------------------------------------------------------------
Fitch Ratings has taken rating action on Securitized Asset Backed
Receivables mortgage pass-through certificates.  Unless stated
otherwise, any bonds that were previously placed on Rating Watch
Negative are removed.

Securitized Asset Backed Receivables LLC Trust 2005-FR5

  -- $105.4 million class A-1A affirmed at 'AAA';
  -- $33.0 million class A-1B rated 'AAA', remains on Rating Watch
     Negative;

  -- $107.3 million class A-2B rated 'AAA', remains on Rating
     Watch Negative;

  -- $80.8 million class M-1 affirmed at 'BB';
  -- $52.3 million class M-2 affirmed at 'CCC';
  -- $10.5 million class M-3 affirmed at 'CCC';
  -- $9.9 million class B-1 affirmed at 'CCC';
  -- $9.9 million class B-2 affirmed at 'CC/DR5';
  -- $9.3 million class B-3 affirmed at 'CC/DR5';
  -- $11.6 million class B-4 affirmed at 'CC/DR6';

The collateral on the aforementioned transactions consists of 30
year fixed-rate and adjustable-rate mortgage loans secured by
first- and second-lien deeds of trust on residential properties,
all extended to sub-prime borrowers.  As of the March 2008
remittance date, the pool has experienced 14.33% of loss.  The
deal has 38.4% in 90+ delinquency and the pool factor is
approximately 40%.  Countrywide Home Loan Servicing (rated 'RMS2+'
by Fitch) is the master servicer for the deal.

Class A-1B has a financial guaranty provided by MBIA.


SIRIUS SATELLITE: March 31 Balance Sheet Upside-Down by $839.4MM
----------------------------------------------------------------
SIRIUS Satellite Radio Inc. reported on Monday financial results
of its first quarter ended March 31, 2008, including a 33.0%
increase in revenue to $270.4 million, total subscribers in excess
of 8.6 million and a 55.0% decrease in the adjusted loss from
operations.

At March 31, 2008, the company's consolidated balance sheet showed
$1.5 billion in total assets and $2.3 billion in total
liabilities, resulting in a $839.4 million total stockholders'
deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $468.8 million in total current
assets available to pay $1.2 billion in total current liabilities.

SIRIUS reported a first quarter 2008 net loss of $104.1 million,  
compared with a net loss of $144.7 million in the same period last
year.  Adjusted loss from operations decreased to $39.5 million
during the first quarter of 2008, as compared to an adjusted loss
from operations of $84.0 million in the first quarter of 2007.

Total revenue for the first quarter 2008 increased to
$270.4 million, up 33.0% from first quarter 2007 total revenue of
$204.0 million.  Average monthly revenue per subscriber was $10.42
in the first quarter of 2008 as compared with $10.46 for the first
quarter of 2007.  Subscriber acquisition costs per gross
subscriber addition was $91 in the first quarter 2008, an
improvement over first quarter 2007's SAC per gross subscriber
addition of $101.

"SIRIUS continues to demonstrate robust subscriber and revenue
growth, along with strong cost discipline and significant
improvement in our bottom line," said Mel Karmazin, chief
executive officer of SIRIUS.  "Compared with a year ago, first
quarter 2008 subscribers grew 31.0%, revenue grew 33.0%, while
cash operating costs only grew 8.0%, leading to a 55.0% decline in
our adjusted loss from operations."

"We await the FCC decision on our pending merger with XM, and we
are eager to deliver the strong benefits of the combined company
to our subscribers and stockholders."

SIRIUS ended the first quarter of 2008 with 8,644,319 subscribers,
up 31.0% from 6,581,045 subscribers at the end of first quarter
2007.  Retail subscribers increased 10.0% in the first quarter of
2008 to 4,643,215 from 4,234,804 at the end of first quarter 2007.  
OEM subscribers increased 72.0% in the first quarter 2008 to
3,986,818 from 2,323,683 at the end of first quarter 2007.  During
the first quarter of 2008, SIRIUS added 322,534 net subscribers
and achieved a 52.0% share of satellite radio net subscriber
additions.

                            Total Debt

At March 31, 2008, the company had total debt of $1,282,743,000
compared to total debt of $1,314,418,000 at Dec. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2bd6

                          Merger Update

On Feb. 19, 2007, Sirius Satellite Radio Inc. and XM Satellite
Radio Holdings Inc. entered into an Agreement and Plan of Merger,
pursuant to which Sirius and XM will combine their businesses
through a merger of XM Radio and a newly formed, wholly owned
subsidiary of Sirius.

SIRIUS and XM each obtained stockholder approval for the deal in
November 2007.  

On March 24, 2008, the U.S. Department of Justice informed Sirius
and XM that it had ended its investigation into their pending
merger without taking action to block the transaction.  

The pending merger is still subject to approval by the Federal
Communications Commission.

                      About SIRIUS Satellite

Headquartered in New York, SIRIUS Satellite Radio Inc. (Nasdaq:
SIRI) http://www.sirius.com/-- provides satellite radio services  
in the United States.  

The company offers over 130 channels to its subscribers — 69
channels of 100.0% commercial-free music and 65 channels of
sports, news, talk, entertainment, data and weather.

Subscribers receive the company's service through SIRIUS radios,
which are sold by automakers, consumer electronics retailers,
mobile audio dealers and through the company's website.

As of March 31, 2008, SIRIUS radios were available as a factory
and dealer-installed option in 125 vehicle models and as a dealer
only-installed option in 29 vehicle models.

                          *     *     *

As reported in the Troubled Company Reporter on March 6, 2008,
Standard & Poor's Ratings Services revised the CreditWatch
implications of the ratings on Sirius Satellite Radio Inc.
(CCC+/Watch Developing/--) to developing from positive.  S&P
originally placed the ratings on CreditWatch, with positive
implications, on Feb. 20, 2007, based on the company's definitive
agreement to an all-stock "merger of equals" with XM
Satellite Radio Holdings Inc. (CCC+/Watch Developing/--).


SIRVA INC: Emerges from Chapter 11 Protection in New York
---------------------------------------------------------
Marc Kieselstein, P.C., at Kirkland and Ellis LLP, in Chicago,
Illinois, notifies the U.S. Bankruptcy Court for the Southern
District of New York that SIRVA, Inc., and its debtor-
subsidiaries' First Amended Prepackaged Joint Plan of
Reorganization became effective on May 12, 2008.  

Each of the conditions precedent to consummation of the Plan have
been satisfied or waived, in accordance with the Plan, Mr.
Kieselstein says.

On May 9, 2008, by Eryk J. Spytek, senior vice-president, general
counsel and secretary of SIRVA, Inc., disclosed in a regulatory
filing with the Securities and Exchange Commission that SIRVA will
emerge from bankruptcy as a private company controlled by the
holders of Allowed Prepetition Facility Claims and the holders of
DIP Facility Claims, who become New Credit Agreement Lenders via
distribution of the New Common Stock.

The DIP Facility will convert into the New Credit Facility, and
up to 25% of the New Common Stock, subject to dilution for the
Management Incentive Plan, will be made available as a fee to the
DIP Lenders upon conversion, said Mr. Spytek.  The remaining
portion of the New Common Stock will be distributed on a pro rata
basis to the holders of Prepetition Facility Claims.

Moreover, the Reorganized Debtors will be authorized to assume
all obligations in respect of the loans and all other monetary
obligations under the DIP Credit Agreement.  Each loan will be
deemed to have been continued as a loan under the New Credit
Agreement, and each DIP Lender will be deemed to be a New Credit
Agreement Lender.  The DIP Credit Agreement and related documents
will be deemed to have been superseded and replaced by the New
Credit Agreement, and the commitments under the DIP Credit
Agreement will be deemed to have been terminated.

                      Company's Statement

SIRVA, Inc. disclosed that its Plan of Reorganization became
effective, ending its Chapter 11 case and marking the Company's
emergence from bankruptcy.

SIRVA's Plan of Reorganization is the result of an agreement
the Company reached in February with its lenders, who
overwhelmingly supported its Plan of Reorganization.  SIRVA's
exit financing consists of a $215,000,000 senior secured credit
facility, which will be used to fund ongoing operations and
borrowings.  Effective immediately, SIRVA will become a private
company, and its stock will no longer be publicly traded.

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.  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 Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: Will No Longer Proceed with Public Offering Plan
-----------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission dated May 12, 2008, Eryk J. Spytek, senior vice-
president, general counsel and secretary of SIRVA, Inc.,
disclosed that the company terminated its registration under
Section 12(g) of the Securities Exchange Act of 1934.

                Registration Statement Withdrawn

In a separate filing, Mr. Spytek disclosed that SIRVA seeks the
withdrawal of its Registration Statement initially filed with the
SEC on November 30, 2007.  

Mr. Spytek states that SIRVA no longer intends to proceed with a
registered public offering of its securities, and it believes the
withdrawal to be consistent with the public interest and the
protection of investors.  SIRVA confirms that the Registration
Statement has not been declared effective, and no securities have
previously been sold in connection with the proposed offering.

Mr. Spytek also disclosed that SIRVA removes all shares that
remain unissued pursuant to the Registration Statement dated
October 5, 2007.  The October 5 Registration Statement effected
the registration of 7,400,000 shares of SIRVA's common stock, par
value $0.01 per share, to be issued under the SIRVA, Inc. Amended
and Restated Omnibus Stock Incentive Plan.

Additionally, SIRVA removes all shares that remain unissued
pursuant to the Registration Statement dated November 25, 2003.  
The October 5 Registration Statement effected the registration
of:

   (a) 7,600,000 shares of SIRVA's common stock, par value $0.01
       per share, to be issued under the SIRVA, Inc. Omnibus
       Stock Incentive Plan, and

   (b) 4,528,372 shares, to be issued under the SIRVA, Inc. Stock
       Incentive Plan.  

Mr. Spytek disclosed that 7,276,422 of the 7,600,000 shares under
the Omnibus Plan, and 3,800,922 of the 4,528,372 shares under the
Option Plan, remain unissued.

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.  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 Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).   


SIRVA INC: 360networks Panel May Get $1.5MM in Preference Action
----------------------------------------------------------------
Sirva Inc., its debtor-affiliates, the Official Committee of
Unsecured Creditors in their Chapter 11 cases, and the Official
Committee of Unsecured Creditors of 360networks (USA) Inc., ask
the U.S. Bankruptcy Court for the Southern District of New York to
approve a stipulation fully resolving the preference action
pending before Judge Allan L. Gropper in the U.S. Bankruptcy
Court.

The parties have engaged in settlement discussions and
negotiations, and have agreed to fix and liquidate the amount of
360networks Committee's claim, to avoid the uncertainty and
expense of further litigation.

Pursuant to the Stipulation, the parties agree that:

(1) 360networks Committee will have an allowed, non-
contingent, liquidated, unsecured claim for $1,500,000
against the Debtors;

(2) 360networks Committee will not be required to file a proof
of claim with respect to the Allowed Claim;

(3) 360networks Committee will waive any right to assert an
administrative expense claim against the Debtors for
"substantial contribution" or compensation for
professional services; and

(4) provided that the Debtors' First Amended Prepackaged Joint
Plan of Reorganization is confirmed:

-- the Allowed Claim will be treated as a Class 5-A Claim,

-- 360networks Committee will not oppose the confirmation
of the Plan,

-- upon the effective date of the Plan, the Debtors will
pay $375,000 to 360networks Committee, in full and
final satisfaction of the Allowed Claim, and

-- within 10 days of receipt of the Payment Amount,
360networks Committee will seek the dismissal of the
Preference Action, with prejudice.


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. 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 Court confirmed the Debtor's First Amended Prepackaged Plan on
May 7, 2008.

(Sirva Inc. Bankruptcy News; Bankruptcy Creditors' Services Inc.
http://bankrupt.com/newsstand/or 215/945-7000).  


SOCIAL ENRICHMENT: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Social Enrichment, Inc.
        627 Masters Dr.
        Stone Mountain, GA 30087

Bankruptcy Case No.: 08-68426

Chapter 11 Petition Date: May 5, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Scott B. Riddle, Esq.
                  Email: sbriddle@mindspring.com
                  Ste. 2250 Resurgens Plaza
                  945 E. Paces Ferry Rd.
                  Atlanta, GA 30326
                  Tel: (404) 815-0164
                  Fax: (404) 815-0165

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Roswell Holdings, LLC                                $3,220,000
Ste. 300A
200 Sandy Springs Place
Atlanta, GA 30328

Margo King                     Loan                  $464,000
627 Masters Dr.
Stone Mountain, GA 30087

King Psychological             Loan                  $69,661
627 Masters Dr.
Stone Mountain, GA 30087

Ellis Property Group, Inc.     Contract              $39,000

Maria Fontaine                                       $39,000

Dr. Laura King-Dowling         Contract              $20,000

Roylyn LLC                     Loan                  $15,000

DeKalb County Tax Comm.                              $14,000

Business Accounting Services   Accounting Services   $9,000

Miller & Martin                Legal Fees            $5,000

Ganek, Wright & Dobkin         Legal Fees            $5,000

MH Michael Landscape Arch      Contract              $1,600


SOLAR COSMETIC: Court OKs Interim Use of KeyBank's DIP Fund
-----------------------------------------------------------
The Hon. Laurel Isicoff of the U.S. Bankruptcy Court for the
Southern District of Florida allowed Solar Cosmetic Labs Inc. to
access $2.1 million of KeyBank NA's $2.4 million debtor-in-
possession financing, The Deal's Terry Brennan relates.  Judge
Isicoff, The Deal adds, also allowed the Debtor to use KeyBank's
cash collateral on interim basis.

The DIP financing carries a base rate plus 3%, with a default rate
of plus 3%, The Deal relates, citing court filings.  The report
adds that the DIP financing is set to mature in the earlier of
Nov. 30, 2008, or upon liquidation of the Debtor's remaining
properties.

The Deal reveals that the Debtor defaulted on a $26.2 million debt
owed to Keybank and defaulted on a $38.8 million senior
subordinated note before it went bankrupt.  Part of the KeyBank
debt was repaid after the Debtor sold some of its assets,
including a plant, bought by EGM Holdings Group LLC for
$5.8 million, according to The Deal.  The report says that Solar
Cosmetic will have to outsource some orders once its right to use
the plant expires by the end of May.

Final hearing on the DIP financing and use of cash collateral is
set for May 23, 2008, The Deal notes.

As reported in the Troubled Company Reporter on May 7, 2008,
The Debtors have obtained $1.9 million in revolving credit
facility from KeyBank NA to fund the companies during their
bankruptcy cases.

Dornbusch Family Trust LP, New Capital Partners LP and Vigour
Holdings SA Trust each holds 10% stake in Solar Cosmetic.  Fujian
Shuangfei of Fujian, China, holds a $1.43 million claim against
Solar Cosmetic.

                       About Solar Cosmetic

Miami Gardens, Florida-based Solar Cosmetic Labs Inc. --
http://www.solarcosmetics.com/-- and --  
http://www.bodyandearth.com/-- manufacture, markets and sells  
perfumes, cosmetics, and other toilet preparations.  The company
and Solar Packaging Corp. filed chapter 11 petition on May 6, 2008
(Bankr. S.D. Fla. Case Nos. 08-15793 and 08-15796).  Judge Laurel
Isicoff presides the case.  Peter E. Shapiro, Esq., at Shutts &
Bowen, LLP represents the Debtors in their restructuring efforts.  
As of Nov. 30, 2007, Solar Cosmetic listed $16.1 million in assets
and $74.6 million in liabilities.


SONA MOBILE: Losses Prompt Going Concern Opinion
------------------------------------------------
Horwath Orenstein LLP in Toronto, Canada, raised substantial doubt
on Sona Mobile Holdings Corp. 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 recurring losses from
operations.

Sona Mobile's management said that since its inception in November
2003, the company has generated minimal revenue, has incurred
substantial losses, and has not generated any positive cash flow
from operations.  The company has relied upon the sale of shares
of equity securities and convertible debt to fund its operations.

For the year ended Dec. 31, 2007, the company posted a $5,664,575
net loss on $980,649 of net revenues compared with a $8,485,894
net loss on $398,134 of net revenues in 2006.

At Dec. 31, 2007, the company's balance sheet showed $3,585,237 in
total assets, $3,218,223 in total liabilities, and $367,014 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?2b20

Based in New York, Sona Mobile Holdings Corp. (OTCBB: SNMB)--
http://www.sonamobile.com/-- is a software and service provider  
specializing in value-added services to data-intensive vertical
and horizontal market segments including the gaming industry.  The
company develops, markets and sells data application software for
gaming and mobile devices, which enables secure execution of real
time transactions on a flexible platform over wired, cellular or
WiFi networks.  Its target customer base includes casinos, horse
racing tracks and operators, cruise ship operators and casino game
manufacturers and suppliers on the gaming side, and corporations
that require secure transmissions of large amounts of data in the
enterprise and financial services.


SOUTH COAST: Moody's Lowers Ratings on Two Note Classes to Ca
-------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
South Coast Funding III Ltd.

Class Description: $270,000,000 Class A-1A Floating Rate Senior
Notes Due 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $107,000,000 Class A-1B Floating Rate Senior
Notes Due 2038

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $38,000,000 Class A-2 Floating Rate Senior
Notes Due 2038

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $12,000,000 Class A-3A Floating Rate Senior
Notes Due 2038

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

Class Description: $9,000,000 Class A-3B Fixed Rate Senior Notes
Due 2038

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

Class Description: $10,000,000 Class B Floating Rate Senior
Subordinate Notes Due 2038

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

Class Description: $28,000,000 Class C Floating Rate Subordinate
Notes Due 2038

  -- Prior Rating: Ca
  -- Current Rating: C

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


SOVEREIGN CAPITAL: Fitch Affirms 'BB' Rating on Preferred Stock
---------------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings of
Sovereign Bancorp, Inc. at 'BBB-' and Sovereign Bank at 'BBB'.

These affirmations follow SOV's announcement of a sizable capital
raising plan.  This plan consists of $1 billion in new common
equity and $500 million in subordinated debt and is expected to be
completed in the next few days.  The subordinated debt will be
issued at the Sovereign Bank level.  This action by SOV will
greatly improve its capital ratios and its liquidity position,
particularly at the holding company.

In first-quarter 2008, SOV returned to profitability after
recording large losses in fourth-quarter 2007.  In the prior
quarter, losses stemmed primarily from goodwill impairment charges
associated with the consumer and New York Metro business segments.  
In 1Q08, SOV recorded net income of $100 million for an ROA of
0.50%.  This ratio was moderately below the top-30 bank median and
well below levels when credit conditions were benign.  Loan loss
provisions remained at an elevated level but were moderately lower
compared to 4Q07.

Overall, asset quality indicators appear to be at manageable
levels.  The NPA ratio continues to trend higher, but remains
better than average among the top-30 U.S. banks.  This favorable
variance stems from: SOV dealt with its correspondent home equity
portfolio much earlier than many; the bulk of its remaining real
estate exposure is within its mid-Atlantic and New England
footprint; exposure to homebuilders is a modest portion of the
loan portfolio mix.  The real estate markets in SOV's footprint
have been under significantly less pressure when compared to the
troubled markets of California and Florida.  SOV's direct home
equity portfolio has performed comparatively well.  This portfolio
was primarily branch originated with favorable average FICOs and
combined LTVs.  Loan loss reserves appear to provide solid
coverage of existing non-performing loans.  That said, further
significant provisions could be in store for SOV, especially in a
recessionary scenario.

The Stable Outlook reflects expectations that asset quality
problems will remain at manageable levels and capital ratios will
be maintained at least at pro-forma levels.  Maintenance over time
of strong liquidity at the holding company combined with reduced
holding company obligations could result in an alignment of
holding company and bank level ratings.

Fitch has affirmed these ratings, with a Stable Outlook:

Sovereign Bancorp, Inc.
  -- Long-term IDR at 'BBB-';
  -- Senior Debt at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Individual at 'C';
  -- Support at '3'.

Sovereign Bank
  -- Long-term IDR at 'BBB';
  -- Long-term Deposits at 'BBB+';
  -- Subordinated Debt at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Short-term Deposits at 'F2';
  -- Individual at 'B/C';
  -- Support at '3'.

Sovereign Capital Trust I, IV-VI
  -- Preferred Stock at 'BB'.

ML Capital Trust I
  --  Preferred Stock at 'BB'.

Sovereign Real Estate Investment Trust
  -- Preferred Stock at 'BB+'.


SOVEREIGN REAL: Fitch Holds 'BB+' Rating on Preferred Stock
-----------------------------------------------------------
Fitch Ratings has affirmed the long-term Issuer Default Ratings of
Sovereign Bancorp, Inc. at 'BBB-' and Sovereign Bank at 'BBB'.

These affirmations follow SOV's announcement of a sizable capital
raising plan.  This plan consists of $1 billion in new common
equity and $500 million in subordinated debt and is expected to be
completed in the next few days.  The subordinated debt will be
issued at the Sovereign Bank level.  This action by SOV will
greatly improve its capital ratios and its liquidity position,
particularly at the holding company.

In first-quarter 2008, SOV returned to profitability after
recording large losses in fourth-quarter 2007.  In the prior
quarter, losses stemmed primarily from goodwill impairment charges
associated with the consumer and New York Metro business segments.  
In 1Q08, SOV recorded net income of $100 million for an ROA of
0.50%.  This ratio was moderately below the top-30 bank median and
well below levels when credit conditions were benign.  Loan loss
provisions remained at an elevated level but were moderately lower
compared to 4Q07.

Overall, asset quality indicators appear to be at manageable
levels.  The NPA ratio continues to trend higher, but remains
better than average among the top-30 U.S. banks.  This favorable
variance stems from: SOV dealt with its correspondent home equity
portfolio much earlier than many; the bulk of its remaining real
estate exposure is within its mid-Atlantic and New England
footprint; exposure to homebuilders is a modest portion of the
loan portfolio mix.  The real estate markets in SOV's footprint
have been under significantly less pressure when compared to the
troubled markets of California and Florida.  SOV's direct home
equity portfolio has performed comparatively well.  This portfolio
was primarily branch originated with favorable average FICOs and
combined LTVs.  Loan loss reserves appear to provide solid
coverage of existing non-performing loans.  That said, further
significant provisions could be in store for SOV, especially in a
recessionary scenario.

The Stable Outlook reflects expectations that asset quality
problems will remain at manageable levels and capital ratios will
be maintained at least at pro-forma levels.  Maintenance over time
of strong liquidity at the holding company combined with reduced
holding company obligations could result in an alignment of
holding company and bank level ratings.

Fitch has affirmed these ratings, with a Stable Outlook:

Sovereign Bancorp, Inc.
  -- Long-term IDR at 'BBB-';
  -- Senior Debt at 'BBB-';
  -- Short-term IDR at 'F3';
  -- Individual at 'C';
  -- Support at '3'.

Sovereign Bank
  -- Long-term IDR at 'BBB';
  -- Long-term Deposits at 'BBB+';
  -- Subordinated Debt at 'BBB-';
  -- Short-term IDR at 'F2';
  -- Short-term Deposits at 'F2';
  -- Individual at 'B/C';
  -- Support at '3'.

Sovereign Capital Trust I, IV-VI
  -- Preferred Stock at 'BB'.

ML Capital Trust I
  --  Preferred Stock at 'BB'.

Sovereign Real Estate Investment Trust
  -- Preferred Stock at 'BB+'.


SPEEDEMISSIONS INC: Tauber & Balser Expresses Going Concern Doubt
-----------------------------------------------------------------
Atlanta-based Tauber & Balser, P. C., raised substantial doubt
about the ability of Speedemissions, 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 recurring losses from operations and its limited capital
resources.

According to the management, the company has taken certain steps
to maintain its operating and financial requirements in an effort
to enable it to continue as a going concern until such time that
revenues are sufficient to cover expenses, including expanding its
revenue opportunities through the acquisitions of Mr. Sticker and
Just, Inc., in 2005, incorporating revisions to its processes and
costs by seeking reduced operating costs through service
agreements, redistributing labor to reduce overtime costs, and
improving the appearance of its stores and personnel.  As a result
of these actions, the company has operated at a profit in several
quarters during 2006 and 2007.  However, the profits generated in
these quarters were not enough to cover losses incurred in each
year as a result of additional operating expenses from new stores
that the company opened or was in the process of opening during
2006 and 2007.

The company posted a net loss of $264,232 on total revenues of
$9,662,245 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,332,206 on total revenues of $9,480,097 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $9,719,301 in
total assets, $1,566,099 in total liabilities, $4,579,346 in
convertible redeemable preferred stock and $3,573,856 in total
stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $1,030,713 in total current assets
available to pay $1,078,048 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?2b2b

                    About Speedemissions Inc.

Headquartered in Atlanta, Speedemissions Inc. (OTC BB: SPMI.OB) --
http://www.speedemissions.com/-- is a vehicle emissions (and  
safety inspection where required) testing company in the United
States in areas where emissions testing is mandated by the
Environmental Protection Agency.  The focus of the company at the
present time is the Atlanta, Houston, and Salt Lake City markets.


SPORTS AUTHORITY: S&P Cuts Rating to B- on Performance Downturn
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Englewood, Colorado-based The Sports Authority, a full-
line sporting goods retailer, to 'B-' from 'B'.  At the same time,
S&P lowered the ratings on subsidiary TSA Stores Inc.'s
$225 million secured term loan to 'B-' from 'B'.  The outlook is
stable.
     
"The downgrade reflects the recent downturn in performance and the
deterioration of credit protection metrics," explained Standard &
Poor's credit analyst David Kuntz.  Additionally, S&P anticipate
that there may be continued softness in operations and credit
metrics could weaken further over the near term.


SPRINT NEXTEL: Posts $505 Million Net Loss in 1st Quarter 2008
--------------------------------------------------------------
Sprint Nextel Corp. (NYSE: S) reported first quarter 2008
financial results. Consolidated net operating revenues for the
quarter were $9.3 billion, an 8% decline compared to $10.1 billion
reported in the first quarter of 2007 and a 5% decline compared to
$9.8 billion in the fourth quarter. Reported diluted loss per
share was 18 cents compared to a 7 cent loss in the year-ago
period and a loss of $10.28 per share in the fourth quarter of
2007. The fourth quarter results include a loss of $10.32 per
share from a pre-tax non-cash goodwill impairment charge of $29.5
billion.

For the three months ended March 31, 2008, the company posted a
net loss of $505 million, compared with a $211 million net loss in
the same period in 2007.  A copy of Sprint Nextel's disclosure is
available for free at http://researcharchives.com/t/s?2bdf

Adjusted EPS before Amortization, which removes the effects of
special items and merger-related amortization expense, was 4 cents
per share in the most recent quarter, compared to 18 cents in the
first quarter of 2007 and 21 cents per share in the fourth
quarter.  The lower earnings in the current quarter are due to a
reduced contribution from Wireless.

For the quarter, total wireless subscribers declined by 1.09
million due to losses of 1.07 million post-paid subscribers and
543,000 traditional prepaid users, partially offset by gains of
343,000 Boost Unlimited and 183,000 wholesale and affiliate
subscribers. Post-paid subscriber additions in the quarter were
impacted by lower gross additions and higher churn. Post-paid
churn in the quarter was 2.45% compared to 2.3% in both the first
and fourth quarters of 2007.  Wireless post-paid ARPU in the
quarter was a little under $56, a 6% decline compared to the year-
ago period and a 4% sequential decline. The ARPU trends reflect
ongoing pressures on voice revenues partially offset by data
growth.

"As expected, our Wireless business delivered weak financial
results.  While the business will continue to face challenges in
the short term, we are making progress in methodically attacking
the sources of our performance issues. In the first quarter, we
implemented a new, more focused brand campaign, we executed on our
plans to take costs out of the business, and we made progress on
the larger organizational and strategic decisions that we believe
will lead to improved profitability in the long term," said Dan
Hesse, Sprint Nextel CEO. "We have strengthened our hand with last
week's 4G announcement, which captures and leverages the value of
Sprint's sizable spectrum holdings, provides Sprint with
additional financial flexibility, gives us a time-to-market
advantage over our competitors in the important growth area of
wireless broadband, and allows Sprint management to focus our
resources and attention on improving the performance of our core
business.

"We continue to place the highest priority on reducing churn by
improving the customer experience. Our "Simply EverythingSM" Plan,
which provides our customers with unprecedented simplicity along
with the immediacy of our "Now Network," has had a good response
from existing and new customers," Hesse said.

                          Segment Results

    * Wireless

First quarter revenues of $8.0 billion declined 9% compared to the
year-ago period and declined 6% from the fourth quarter of 2007.
The declines are mainly due to lower average service revenue per
customer and fewer post-paid subscribers.

Adjusted Operating Income was a loss of $253 million compared to
profits of $253 million in the first quarter of 2007 and $168
million in the fourth quarter. The decline in Adjusted Operating
Income is due to lower service revenues that were partially offset
by reduced operating expenses.

Adjusted OIBDA was $1.8 billion in the current period compared to
$2.4 billion in the 2007 first quarter and $2.2 billion in the
2007 fourth quarter.  Adjusted OIBDA in the first quarter exceeded
capital expenditures for the period by a little more than $900
million.

    * Wireline

Revenues were $1.6 billion, a 2% increase from the first quarter
of 2007 and a 1% increase from the fourth quarter. The growth is
due to strong demand for IP services that more than offset
declines in voice and data revenues.

Adjusted Operating Income was $156 million versus $78 million in
the same period a year ago, and $178 million in the fourth quarter
of 2007.

The first quarter Adjusted OIBDA was $287 million compared to $205
million a year ago, and $320 million in the fourth quarter of
2007. In the first quarter, Adjusted OIBDA exceeded capital
expenditures by nearly $100 million.

                        About Sprint Nextel

Sprint Nextel Corp. -- http://www.sprint.com/-- offers a
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                           *     *     *

As reported in the Troubled Company Reporter on May 2, 2008,
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Sprint Nextel Corp. to 'BB' from
'BBB-' and removed the ratings from CreditWatch with negative
implications.  The outlook is stable.


SPRINT NEXTEL: iPCS Files Lawsuit Over Clearwire Transaction
------------------------------------------------------------
iPCS, Inc. (Nasdaq: IPCS), the largest independent affiliate of
Sprint Nextel, said that three of its subsidiaries filed a
complaint in the Circuit Court of Cook County, Illinois against
Sprint Nextel (NYSE: S) and certain of its related entities. In
its complaint, iPCS claims that:

   * Sprint Nextel's recently announced WiMAX transaction with
     Clearwire Corporation (NASDAQ: CLWR) would breach the
     exclusivity provisions of IPCS's affiliation agreements with
     Sprint Nextel; and

   * Sprint Nextel is attempting to evade a judgment of the
     Circuit Court of Cook County, Illinois, relating to the
     Sprint-Nextel merger, which has been unanimously affirmed by
     the Illinois Appellate Court and which requires Sprint
     Nextel to cease owning, operating and managing the Nextel
     network in iPCS Wireless's territory.

iPCS is seeking a declaratory judgment that Sprint Nextel's
consummation of the recently announced Clearwire/WiMAX
transaction, and its plan to compete against iPCS, will breach the
iPCS agreements with Sprint Nextel.  iPCS is asking the Court for
a permanent injunction enjoining Sprint Nextel and those acting in
concert with it from consummating the WiMAX transaction until such
transaction has been modified to comply with the iPCS agreements
with Sprint Nextel.

iPCS noted that it has been involved in litigation with Sprint
Nextel for nearly three years about the exclusivity provisions of
its affiliation agreements, and has repeatedly won significant
court victories. On September 20, 2006, the Circuit Court of Cook
County, Illinois ruled that Sprint Nextel's ownership, operation
and management of its Nextel wireless network in the iPCS Wireless
territory violates the iPCS agreements with Sprint Nextel. That
judgment was unanimously affirmed by the Illinois Appellate Court
on March 31, 2008 and requires Sprint Nextel to cease owning,
operating and managing the Nextel wireless network in the iPCS
Wireless territory within 180 days, subject to Sprint Nextel's
pending request that the Supreme Court of Illinois grant it leave
to further appeal the earlier decisions.

iPCS believes that Sprint Nextel's recently announced WiMAX
transaction is yet another attempt by Sprint Nextel to breach the
exclusivity provisions of the iPCS affiliation agreements. iPCS
intends to fully and aggressively protect and defend its
exclusivity rights.

                            Background

In January 1999, iPCS Wireless entered into agreements with Sprint
with respect to, among other things, providing iPCS Wireless with
the exclusive right to offer Sprint products and services in its
territory. In December 2004, Sprint and Nextel Communications,
Inc. announced that they had agreed to merge, at which time Sprint
also announced its intent to pursue discussions with iPCS and the
other Sprint Affiliates with respect to modifying the affiliates'
agreements in light of the ramifications of the merger.
Specifically, as iPCS (and other Sprint Affiliates at the time)
claimed, competition with Sprint Nextel in the iPCS service
territory would violate iPCS's exclusivity rights under its
agreements.

The iPCS claim that Sprint Nextel's proposed conduct following the
merger would breach Sprint's agreements with iPCS has successfully
been litigated. In March, 2008 the Illinois Appellate Court
unanimously affirmed a 2006 Circuit Court decision requiring that,
within 180 days of the date of the final order, Sprint Nextel and
those acting in concert with it must cease owning, operating and
managing the Nextel wireless network in iPCS Wireless's territory.
On May 5, 2008, Sprint Nextel filed a petition with the Illinois
Supreme Court requesting permission to pursue a further appeal of
these decisions. Additionally, a Delaware court in September 2006
issued a final order in a separate lawsuit prohibiting Sprint
Nextel from offering iDEN products and services in iPCS
territories in Indiana, New York, Ohio, Pennsylvania and Tennessee
using certain Sprint brands and marks.

On May 7, 2008, Sprint Nextel and Clearwire announced their
intention to combine their broadband wireless businesses to form a
new company. Sprint Nextel would own approximately 51 percent of
the new wireless communications company, which would be named
Clearwire. As part of the proposed transaction, certain other
parties, including Intel Corporation (NASDAQ: INTC) through Intel
Capital, Google Inc. (NASDAQ: GOOG), Comcast Corporation (NASDAQ:
CMSCA, CMCSK) and Time Warner Cable Inc. (NYSE: TWC), have
collectively agreed to invest $3.2 billion into the new company.
According to the parties' press release, Clearwire and Sprint
Nextel plan to offer a nationwide mobile WiMAX network that would
compete with the iPCS wireless service offerings in the iPCS
territories. On May 7, 2008, Sprint Nextel filed a complaint for
declaratory judgment in the Court of Chancery of the State of
Delaware seeking to have the Court rule that the proposed WiMAX
transaction is not a violation of the Sprint Nextel agreements
with iPCS.

                         About iPCS, Inc.

iPCS -- http://www.ipcswirelessinc.com/-- through its  
subsidiaries, is the Sprint Affiliate of Sprint Nextel with the
exclusive right to sell wireless mobility communications network
products and services under the Sprint brand in 81 markets
including markets in Illinois, Michigan, Pennsylvania, Indiana,
Iowa, Ohio and Tennessee. The territory includes key markets such
as Grand Rapids (MI), Fort Wayne (IN), Tri-Cities (TN), Scranton
(PA), Saginaw-Bay City (MI) and the Quad Cities (IA/IL). As of
March 31, 2008, iPCS's licensed territory had a total population
of approximately 15.1 million residents, of which its wireless
network covered approximately 12.0 million residents, and iPCS had
approximately 640,600 subscribers. iPCS is headquartered in
Schaumburg, Illinois.

                       About Sprint Nextel
        
Sprint Nextel Corp. -- http://www.sprint.com/-- offers a        
comprehensive range of wireless and wireline communications
services bringing the freedom of mobility to consumers, businesses
and government users.  Sprint Nextel is widely recognized for
developing, engineering and deploying innovative technologies,
including two robust wireless networks serving about 54 million
customers at the end of the fourth quarter 2007; industry-leading
mobile data services; instant national and international walkie-
talkie capabilities; and a global Tier 1 Internet backbone.

                          *     *     *

As reported in the Troubled Company Reporter on May 2, 2008,
Standard & Poor's Rating Services lowered its corporate credit and
senior unsecured ratings on Sprint Nextel Corp. to 'BB' from
'BBB-' and removed the ratings from CreditWatch with negative
implications.  The outlook is stable.


STANDARD PACIFIC: 1st Qtr. 2008 Net Loss Grows to $216.4 Million
----------------------------------------------------------------
Standard Pacific Corp. reported its unaudited 2008 first quarter
operating results, that include:

   -- Cash flows from operating activities of $228.9 million;

   -- Homebuilding cash on balance sheet of $328.8 million
      compared to $219.1 million at Dec. 31, 2007;

   -- Homebuilding debt reduction of $22.0 million during the
      quarter;

   -- Loss per share of $3.34 vs. loss per share of $0.63 last
      year;

   -- Net loss of $216.4 million compared to a net loss of
      $40.8 million last year;

   -- Loss per share of $0.23, excluding after-tax impairment and
      tax valuation allowance charges totaling $3.11 per share;
      and

   -- $192.3 million of pretax charges related to inventory and
      joint venture impairments and land deposit write-offs and
      an $83.7 million noncash charge related to a valuation
      allowance for the company's deferred tax asset.

   -- Homebuilding revenues of $348.2 million vs. $651.1 million
      last year;

   -- New home deliveries of 1,036*, down 38% from 1,679 last
      year;

   -- 1,245 net new home orders, down 30% from 1,781 last year;

   -- Cancellation rate of 24%, flat as compared to the prior
      year period and down from 37% for the 2007 fourth quarter;

   -- 23% reduction in completed and unsold sold homes from 695
      homes at Dec. 31, 2007, to 537 homes; and

   -- Quarter-end backlog of 1,488 homes, valued at $505.6 million
      compared to 2,545 homes valued at $950.9 million a year ago.

"In the first quarter, the company's management team pursued, with
a heightened sense of urgency, initiatives to reduce inventories,
carefully manage cash and reduce debt," said Jeffrey V. Peterson,
who in March 2008 was named Chairman, CEO and President of
Standard Pacific Corp.  "The company continued to make progress
with these initiatives in the first quarter, increasing our cash
position and improving net new home orders and quarter-end backlog
from year end.  We also paid down $22.5 million of the company's
notes and $127 million of joint-venture debt."

Mr. Peterson said, "The impairments reflect the general decline in
the housing market.  Although they do not materially change our
cash position, we are mindful of their impact on the company's
debt covenants.  We have reached a preliminary agreement with our
bank group to extend the waiver to our covenants associated with
our bank facilities until Aug. 14, 2008.  Going forward, our
priorities are to continue aggressively reducing expenses and
overhead; preserving cash by carefully managing starts,
development costs and land purchases; and focusing on sales and
delivering quality homes to our customers."

       Cash Generation and Debt Reduction Results

Standard Pacific ended the 2008 first quarter with $328.8 million
of homebuilding cash on its balance sheet, a $109.7 million
increase from the 2007 year end balance.  In addition, the company
reduced its aggregate homebuilding debt balance by $22 million
during the 2008 first quarter, primarily through the early
retirement of $22.5 million of its 6-1/2% Senior Notes due Oct. 1,
2008 through open market purchases, bringing the total amount of
open market purchases of these notes to $46.5 million.

                    Inventory Reduction

As a result of the continued focus on inventory reduction
initiatives, Standard Pacific's owned or controlled lot position
stood at approximately 32,602 lots (including discontinued
operations) at March 31, 2008, a 43% reduction from the year ago
level and a 56% decrease from the peak lot count at Dec. 31, 2005.

                   Joint Venture Update

The company continued to make progress with respect to its
homebuilding and land development joint ventures during the 2008
first quarter as demonstrated by the $127 million reduction in the
company's joint venture debt to $644 million.  In addition, the
company made a $15.7 million loan remargin payment during the
quarter related to one joint venture.  The company continues to
evaluate its homebuilding joint ventures and may find it necessary
to exit additional joint ventures, which may be accomplished by
acquiring its partner's interest, disposing of its interest or
other means.

                    Credit Facilities

The company was not in compliance with the consolidated tangible
net worth and leverage covenants contained in its revolving credit
facility, $100 million Term Loan A and $225 million Term Loan B  
as of March 31, 2008.  During March 2008, the company reached an
agreement with its bank group to extend the bank group's previous
waiver of any default arising from its noncompliance with the
financial covenants contained in the Credit Facilities to May 14,
2008.  As part of the extension, the company agreed to reduce the
revolving credit facility commitment from $900 million to $700
million.

On May 9, 2008, the company obtained the preliminary consent of
its bank group, subject to the group's receipt, review and
execution of final documentation, to further extend the waiver
until Aug. 14, 2008 and to expand the waiver's scope.

A story on the waiver extension is reported in today's Troubled
Company Reporter.

          Senior and Senior Subordinated Public Notes

In addition to the Credit Facilities discussed above, the company
had $1,302.3 million of senior and senior subordinated notes
outstanding as of March 31, 2008.  The Notes generally contain
certain restrictive covenants, including a limitation on
additional indebtedness and a limitation on restricted payments.  
Under the limitation on additional indebtedness, the company is
permitted to incur specified categories of indebtedness but is
prohibited, aside from those exceptions, from incurring further
indebtedness if it does not satisfy either a leverage condition or
an interest coverage condition.

As of March 31, 2008, the company no longer satisfied either
condition and as a result the company's ability to incur further
indebtedness is currently limited.  Exceptions to this limitation
include new borrowings of up to $550 million (or $450 million if
the company's leverage becomes 2.5 to 1 or higher) under bank
credit facilities, subject to available borrowing sources, and
indebtedness incurred for the purpose of refinancing or repaying
existing indebtedness.  Assuming that the company's bank group
approves the Proposed Waiver Extension, the company believes that
these exceptions and its cash balance of $328.8 million at
March 31, 2008 provide it with substantial resources and
alternatives to fund its short-term cash needs.

Under the limitation on restricted payments covenant contained in
the Notes, the company generally is prohibited from making
restricted payments unless it satisfies certain conditions,
including having the ability to incur further indebtedness under
the leverage and interest coverage conditions of the additional
indebtedness covenant and having availability under its restricted
payments basket.  Because the company no longer satisfies either
of the conditions for incurring further indebtedness under the
indebtedness covenant and, as of March 31, 2008, has no restricted
payments basket capacity under the provisions of its most
restrictive issuance of Notes, the company is currently prohibited
from making restricted payments.  Investments in joint ventures
(and other restricted payments) may continue to be made, however,
from funds held in the company's unrestricted subsidiaries.  Based
on current estimated funding requirements, and assuming that the
company is successful in unwinding the joint ventures that it has
targeted for termination and in extending certain joint venture
loan maturities, the company believes that the funds in its
unrestricted subsidiaries are sufficient to fund its joint venture
investment obligations for the foreseeable future. The company's
joint venture remargin obligations (which are a form of restricted
payment) are cross-defaulted to its revolving credit facility to
the extent the lenders in the company's joint ventures are also
lenders under the revolving credit facility.  This cross-default
provision would be waived for the period of the Proposed Waiver
Extension if this extension is obtained.

To provide the company with a greater ability and flexibility to
respond to unanticipated joint venture capital needs, it is
currently evaluating and exploring a number of alternatives for
reducing its joint venture investment obligations and enhancing
its ability to make restricted payments.

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in    
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.


STANDARD PACIFIC: Bank Group Agrees to Extend Waiver to August 14
-----------------------------------------------------------------
Standard Pacific Corp. obtained preliminary consent from its bank
group, subject to the group's receipt, review and execution of
final documentation, to further extend the waiver until
Aug. 14, 2008, and to expand the waiver's scope.  

The company related that it was not in compliance with the
consolidated tangible net worth and leverage covenants contained
in its revolving credit facility, $100 million Term Loan A and
$225 million Term Loan B as of March 31, 2008.  

During March 2008, the company reached an agreement with its bank
group to extend the bank group's previous waiver of any default
arising from its noncompliance with the financial covenants
contained in the Credit Facilities to May 14, 2008.

As part of the extension, the company agreed to reduce the
revolving credit facility commitment from $900 million to
$700 million.  

If completed, the Proposed Waiver Extension will expand the scope
of the existing waiver to include, among other things, a broader
waiver of defaults arising from non-compliance with financial
covenants and a suspension of the application of the borrowing
base, certain representations required to be made in connection
with requests for additional borrowings, and a cross-default
provision regarding defaults of other agreements between the
company and members of the bank group.

In exchange for the extension and expanded scope, the company will
agree to collateralize new advances made under the revolving
credit facility, reduce the revolving credit facility commitment
from $700 million to $500 million and not borrow under the
facility when its cash on hand exceeds $300 million.

While the company expects that this waiver extension will be
completed on or prior to May 14, 2008, there can be no assurance
in this regard.

            Senior and Senior Subordinated Public Notes

In addition, the company had $1,302.3 million of senior and senior
subordinated notes outstanding as of March 31, 2008.  The Notes
generally contain certain restrictive covenants, including a
limitation on additional indebtedness and a limitation on
restricted payments.

Under the limitation on additional indebtedness, the company is
permitted to incur specified categories of indebtedness but is
prohibited, aside from those exceptions, from incurring further
indebtedness if it does not satisfy either a leverage condition or
an interest coverage condition.

As of March 31, 2008, the company no longer satisfied either
condition and as a result the company's ability to incur further
indebtedness is limited.  Exceptions to this limitation include
new borrowings of up to $550 million under bank credit facilities,
subject to available borrowing sources, and indebtedness incurred
for the purpose of refinancing or repaying existing indebtedness.

Assuming that the company's bank group approves the Proposed
Waiver Extension, the company believes that these exceptions and
its cash balance of $328.8 million at March 31, 2008, provide
it with substantial resources and alternatives to fund its short-
term cash needs.

Under the limitation on restricted payments covenant contained in
the Notes, the company generally is prohibited from making
restricted payments unless it satisfies certain conditions,
including having the ability to incur further indebtedness under
the leverage and/or interest coverage conditions of the additional
indebtedness covenant and having availability under its restricted
payments basket.

Because the company no longer satisfies either of such conditions
for incurring further indebtedness under the indebtedness covenant
and, as of March 31, 2008, has no restricted payments basket
capacity under the provisions of its most restrictive issuance of
Notes, the company is prohibited from making restricted payments.

Investments in joint ventures may continue to be made, however,
from funds held in the company's unrestricted subsidiaries.  Based
on current estimated funding requirements, and assuming that the
company is successful in unwinding the joint ventures that it has
targeted for termination and in extending certain joint venture
loan maturities, the company believes that the funds in its
unrestricted subsidiaries are sufficient to fund its joint venture
investment obligations for the foreseeable future.

The company's joint venture remargin obligations are cross-
defaulted to its revolving credit facility to the extent the
lenders in the company's joint ventures are also lenders under the
revolving credit facility.  This cross-default provision would be
waived for the period of the Proposed Waiver Extension if this
extension is obtained.

To provide the company with a greater ability and flexibility to
respond to unanticipated joint venture capital needs, it is
currently evaluating and exploring a number of alternatives for
reducing its joint venture investment obligations and enhancing
its ability to make restricted payments.

These alternatives include:

   (i) modifying joint venture cash flows to reduce peak capital
       requirements;

  (ii) accelerating land purchases from land development joint
       ventures to reduce joint venture capital requirements;

(iii) exiting joint ventures by buying out a partner's interest
       or selling our interest;

  (iv) increasing joint venture distributions;

   (v) obtaining noteholder consent to modify the restricted
       payments covenant in one or more series of Notes; and

  (vi) raising equity, whether through debt for equity exchanges,
       the issuance of equity for cash or other means, any of
       which could potentially increase the restricted payments
       basket and potentially allow the company to meet the
       leverage condition of the Notes debt incurrence test.

                        Financial Results

The company incurred net loss of $216.4 million compared to a net
loss of $40.8 million last year.

The company's results for the 2008 first quarter included pretax
impairment charges of $192.3 million, or $117.9 million.  The
impairment charges are a result of challenging homebuilding market
conditions, including the increased use of sales incentives and
the further erosion of home prices.

At March 31, 2008, the company's balance sheet showed total
assets                        
of $2.9 billion, total liabilities of $2.1 billion and total
stockholders' equity of roughly $800 million.

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in    
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                          *     *     *

As reported in the Troubled company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.


STANDARD PACIFIC: Sudden Capital Needs Prompt Sale Plan
-------------------------------------------------------
Standard Pacific Corp. intends to sell itself following recurring
losses in the last six consecutive quarters due to a slump in the
market, Bloomberg News reports.

In a filing with the Securities and Exchange Commission, the
company disclosed that its net loss for the quarter ended March
31, 2008 was $216.4 million, or $3.34 per share, compared to a net
loss of $40.8 million, or $0.63 per share, in the year earlier
period. Homebuilding revenues from continuing operations for the
2008 first quarter were $348.2 million versus $651.1 million last
year.

A more comprehensive report on the company's results for the
quarter ended March 31, 2008, is in today's Troubled Company
Reporter.

According to that SEC Filing, to provide the company with a
greater ability and flexibility to respond to unanticipated joint
venture capital needs, it is currently evaluating and exploring a
number of alternatives for reducing its joint venture investment
obligations and enhancing its ability to make restricted payments.

These alternatives include:

    (i) modifying joint venture cash flows to reduce peak capital
        requirements,

   (ii) accelerating land purchases from land development joint
        ventures to reduce joint venture capital requirements,

  (iii) exiting joint ventures by buying out a partner's interest
        or selling the company's interest,

   (iv) increasing joint venture distributions,

    (v) obtaining noteholder consent to modify the restricted
        payments covenant in one or more series of Notes and

   (vi) raising equity, whether through debt for equity exchanges,
        the issuance of equity for cash or other means, any of
        which could potentially increase the restricted payments
        basket and potentially allow the company to meet the
        leverage condition of the Notes debt incurrence test.

The company also signed with its lenders a waiver extending its
debt maturity until Aug. 14, 2008.  A separate story on the waiver
is reported in today's copy of the TCR.

KDP Investment Advisors Inc. analyst Matt Wilcox said that banks
appear "willing" to help the company, although under a tighter
rule, Bloomberg relates.

                      About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in    
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 19, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B+' from 'BB-'.  Additionally, S&P lowered its rating on the
company's senior subordinated debt to 'B-' from 'B'.  The outlook
remains negative.


STRIKEFORCE TECH: Li & Company Expresses Going Concern Doubt
------------------------------------------------------------
Skillman, N.J.-based Li & Company, PC, raised substantial doubt on
the ability of StrikeForce Technologies, 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 accumulated deficit and a working capital deficiency at
Dec. 31, 2007, and its net loss and cash used in operations for
the year ended Dec. 31, 2007.

The company posted a net loss of $3,998,402 on total revenues of
$661,580 for the year ended Dec. 31, 2007, as compared with a net
loss of $3,154,234 on total revenues of $338,445 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $1,841,627 in
total assets and $7,457,345 in total liabilities, resulting in
$5,615,718 of stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $382,400 in total current assets
available to pay $5,828,075 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?2b25

                About StrikeForce Technologies

Headquartered in Edison, N.J., StrikeForce Technologies Inc.
(OTC BB: SKFT) -- http://www.strikeforcetech.com/-- provides  
solutions that help prevent identity theft.  Its total protection
solution strengthens companies' defenses against the biggest
points of fraud -- when the Internet is accessed, when accounts
are opened, when they're accessed, when they're changed, and each
time there's a new transaction.


SUN-TIMES MEDIA: Will Not Cure NYSE Listing Non-Compliance
----------------------------------------------------------
Sun-Times Media Group, Inc. (NYSE: SVN), whose Class A Common
Stock is listed on the New York Stock Exchange, said it has
notified NYSE Regulation, Inc. that the Company does not intend to
attempt to cure its previously announced non-compliance with the
NYSE's continued listing standards relating to average closing
share price and average market capitalization. The Company expects
the NYSE to suspend trading of the Class A Common Stock and to
commence procedures to delist the stock, which the Company does
not intend to appeal. The Company expects to move trading of the
Class A Common Stock to the OTC Bulletin Board, effective upon
delisting from the NYSE.

Cyrus F. Freidheim, Jr., President and Chief Executive Officer,
stated: "It is important to note this decision will not impact the
Company's financial status or organization, nor will it have any
effect on the way we conduct our business, or on the nature of our
existing and future customer and partner relationships. It will
also have no impact on Sun-Times Media Group's previously
announced plan to explore strategic alternatives for the Company."

Mr. Freidheim emphasized that this decision will not affect the
Company's reporting and other obligations under the federal
securities laws and that the Company will continue to report to
shareholders on the same basis it has been. "We remain committed
to achieving the goals we've shared all along: improved operating
performance, resolution of the Company's unique legacy issues, and
exploration of strategic alternatives for the Company."

As reported by the Troubled Company Reporter, on March 26, 2008,
the company was notified by NYSE Regulation Inc. that it was not
in compliance with the NYSE's continued listing standard related
to maintaining a consecutive 30-day average closing price for its
Class A common stock of at or above $1.00 per share.

Under NYSE rules, the company has six months to bring its share
price and 30-day average closing price above $1.00, during which
time the company's Class A common stock will continue to be listed
on the NYSE.  

On April 4, 2008, Sun-Times Media was notified by NYSE Regulation
that it is not in compliance with the New York Stock Exchange's
continued listing standards because over a consecutive 30 trading
day period the company's average total market capitalization was
less than $75 million and the company's most reported
shareholders' equity was below $75 million.

Under applicable NYSE procedures, the company had 45 days from the
receipt of the notice to submit a plan to the NYSE to demonstrate
its ability to achieve compliance with the continued listing
standards within 18 months.  The company said that time that
intends to submit a plan that will demonstrate compliance with the
listing standards within the required time frame.

                   About Sun-Times Media Group

Headquartered in Chicago, Sun-Times Media Group Inc. (NYSE: SVN) -
- http://www.thesuntimesgroup.com/-- is dedicated to being the
premier source of local news and information for the greater
Chicago area.  Its media properties include the Chicago Sun-Times
and Suntimes.com as well as newspapers and Web sites serving more
than 200 communities throughout the Chicago area.

Hollinger Inc. (TSX: HLG.C)(TSX: HLG.PR.B) --
http://www.hollingerinc.com/-- which owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc., along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

As reported in the Troubled Company Reporter on April 3, 2008,
Sun-Times Media Group Inc.'s consolidated balance sheet at
Dec. 31, 2007, showed $791.6 million in total assets and
$866.6 million in total liabilities, resulting in a total
stockholders' deficit of $75.0 million.


TAHITI GARDENS: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tahiti Gardens Associates, LLC
        3301 N. 37 St.
        Hollywood, FL 33021

Bankruptcy Case No.: 08-15709

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

Chapter 11 Petition Date: May 5, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Joel M. Aresty, Esq.
                  Email: aresty@mac.com
                  13499 Biscayne Blvd. #T-3
                  No. Miami, FL 33181
                  Tel: (305) 899-9876
                  Fax: (305) 723-7893

Total Assets: $5,000,000

Total Debts:  $5,199,461

Debtor's 12 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Tahiti Gardens Apartments, LC  $600,000
Attn: IDM Management, Inc.
5900 Stirling Road
Hollywood , FL 33021

Ronald Kaiser                  $300,000
3446 Laurel Oak Ln.
Hollywood, FL 33021

IDM Management, Inc.           $241,000
5900 Stirling Rd.
Hollywood , FL 33021

MIL Architecture, Inc.         $17,750

Ship Shape Enterprises         $8,000

Gable and Heidt                $5,000

Carpet Express Wholesale       $1,113

Wilmar                         $1,096

Laser Supply                   $700

Jays Restoration Plus          $330

A.A.C. United Fire & Safety    $316

Southeast Pest Control         $156


TIDELANDS OIL: Malone & Bailey Expresses Going Concern Doubt
------------------------------------------------------------
Houston-based Malone & Bailey, PC, raised substantial doubt about
the ability of Tidelands Oil & Gas Corporation 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 working
capital deficit.

The company posted a net loss of $11,834,333 on $0.00 revenues for
the year ended Dec. 31, 2007, as compared with a net loss of
$11,836,925 on $0.00 revenues in the prior year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$12,237,172 in total assets and $12,512,248 in total liabilities,
resulting in $275,076 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $924,722 in total current assets
available to pay $12,512,248 in total current liabilities.  At
Dec. 31, 2007, the company has an accumulated deficit of
$56,251,401.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b36

                        Sale of Various Assets

Tidelands Exploration

Management reported that on Sept. 11, 2007, the company's wholly
owned subsidiary, Tidelands Exploration and Production
Corporation, sold its interests in a natural gas pipeline, working
interests in gas wells and related leaseholds with a net book
value of $480,590 to Bentley Energy Corporation for $280,000 and
assumption of a $28,036 joint-interest billing owed to the project
operator.  The sale resulted in a loss on disposal of $172,554,
which has been included in Net Loss from Discontinued Operations
in the income statement.

Sonterra and Int'l Pipeline Biz

The company also disclosed that it explored alternatives regarding
debt repayments of over $7,600,000 due during the first six months
of 2008.  A decision was reached to sell its wholly-owned propane
distribution subsidiary, Sonterra Energy Corporation, and its
International Pipeline assets owned by Reef Ventures, LP, a 98%
owned subsidiary.  The sale transaction relating to Sonterra was
completed Jan. 9, 2008, and Reef on Mar. 25, 2008.

Sonterra's sales reported in discontinued operations for the years
ended Dec. 31, 2007, and Dec. 31, 2006, were $2,544,619 and
$1,921,763, respectively while Reef's sales reported in
discontinued operations for the years ended Dec. 31, 2007, and
Dec. 31, 2006, were $119,652 and $285,088, respectively.  The
pretax income for Sonterra included in discontinued operation for
the year ended Dec. 31, 2007, was $311,634 and for the year ended
Dec. 31, 2006, was $259,411.  The pretax loss for Reef included in
discontinued operations for the year ended Dec. 31, 2007, was
$2,860,457 and for 2006 was $92,667.  The 2007 pretax loss for
Reef included an impairment charge of $2,605,061 based upon the
company's assessment of the fair value of this operation.

                       About Tidelands Oil

Based in San Antonio, Texas, Tidelands Oil & Gas Corporation
(OTC BB: TIDE.OB) -- http://www.tidelandsoilandgas.com/--  
develops and operates mid-stream oil and gas projects including
natural gas pipeline infrastructure, retail natural gas liquids
sales, and natural gas receiving and storage facilities.


TOLL BROTHERS: Says 2nd Qtr. Home Building Revenues Down 30%
------------------------------------------------------------
Toll Brothers Inc. reported second-quarter and six-month figures
for home building revenues, contracts and backlog for the periods
ended April 30, 2008.  These results are preliminary and
unaudited.  The company will announce final results when it
releases second-quarter and six-month earnings on June 3, 2008.

For FY 2008's second quarter, home building revenues of about
$817.9 million were 30% lower than FY 2007's second-quarter total
of $1.17 billion.  For FY 2008's first six months, home building
revenues of about $1.66 billion were 27% lower than FY 2007's
same-period total of $2.26 billion.

FY 2008's backlog at second-quarter-end of about $2.08 billion was
50% lower than FY 2007's second-quarter-end backlog of
$4.15 billion and 13% lower than FY 2008's first-quarter-end
backlog of $2.40 billion.

FY 2008 second-quarter gross contracts of about $730.5 million and
1,237 homes were 49% and 39% lower, respectively, than FY 2007's
second quarter totals of $1.44 billion and 2,031 homes.  In FY
2008's second quarter, the company had 308 cancellations totaling
about $234.1 million, compared to 384 cancellations totaling
$274.7 million in FY 2007's second quarter. FY 2008 second-quarter
net contracts (after cancellations) totaled 929 homes, or about
$496.4 million, which were lower by 44% in units and 58% in
dollars than FY 2007's second-quarter results of 1,647 net
contracts, or $1.17 billion.

The average price per unit of gross contracts signed in FY 2008's
second quarter was $590,000, compared to $711,000 in FY 2007's
second quarter, and $634,000 in FY 2008's first quarter.  The
lower average price was due to a combination of factors: higher
incentives; a product mix which included a higher percentage of
contracts from active adult and other lower priced communities;
and fewer sales in high-priced markets such as California, and
Manhattan where the company is temporarily sold out. The average
price of the second-quarter FY 2008 cancellations was $760,000 per
unit.  The effect of these cancellations, coupled with the factors
above, was to reduce the average price of net contracts in FY
2008's second quarter to $534,000 per unit.  This compared to
$580,000 and $557,000, respectively, in FY 2008's first quarter
and FY 2007's fourth quarter and $710,000 in FY 2007's second
quarter.

FY 2008 six-month net contracts totaled 1,576 homes, or about
$871.5 million, a decline of 41% in units and 55% in dollars,
compared to FY 2007's same period results of 2,674 net contracts,
or $1.92 billion.

The company, which has continued to renegotiate and, in some
cases, reduce its optioned land positions, ended FY 2008's second
quarter with about 51,800 lots owned and optioned, compared to
about 91,200 at its peak at the end of the second quarter of FY
2006.  The company ended FY 2008's second quarter with 300 selling
communities, compared to 315 at 2008's first-quarter-end and its
peak of 325 at FY 2007's second-quarter-end. The company expects
to be selling from about 290 communities by fiscal-year-end 2008.

                 Toll Chairman Maintains Optimism

Robert I. Toll, chairman and chief executive officer, stated: "The
just-completed spring selling season was quite weak in most
markets as buyers remained on the sidelines.  We believe there is
significant pent-up demand which is growing.  When we have held
promotions, buyers have come out to play and put down deposits.
Often, however, a lack of confidence in the direction of home
prices overcomes their enthusiasm and they don't take the next
step of going to contract. They, like all of us, read the papers
and watch TV, both of which keep advising them that home prices
are declining.

"Interest rates are still low, affordability has improved and
there is an abundance of inventory for customers to choose from.
It is clearly a buyers' market, but buyers can only take advantage
of it if they buy; sooner or later they will but, unfortunately,
we can't predict when.

"In these tough times, we continue to focus on our balance sheet
and liquidity.  We ended 2008's second quarter with about
$1.23 billion in cash and another $1.27 billion available under
our bank credit facility, which matures in 2011.  With over
$2.5 billion of available capital we hope to be able to take
advantage of opportunities that we expect will arise from today's
distress.  We are looking for deals in most markets but have yet
to see any opportunities that fit our parameters of high-end
communities at bargain prices.  More offerings have come to market
recently but nothing has excited us yet.

"When the market recovers, we believe our playing field, which is
the luxury market, will have fewer competitors.  Currently, and
for the foreseeable future, we believe banks and the public debt
markets will continue to put constraints on the amount of capital
available to most builders; this, logically, will favor those
companies with the strongest balance sheets.

"By developing incentive strategies on a community-by-community
basis, we have been selling homes in a difficult market while
maintaining the reputation of our communities.  While our sales
strategy results in slower sales paces, to-date it has helped us
sustain (pre-write-off) profitability and, coupled with our
reduced land and land development expenditures, enabled us to
strengthen our cash position. Since we already own several years'
supply of land in most markets, we do not have to keep buying land
to maintain our operations at today's lower sales paces.  With no
major public debt due until 2011 we believe we can sustain this
strategy for quite some time."

Robert I. Toll continued: "Various branches of the federal
government have proposed many programs to aid the housing market.
We favor those initiatives that we believe will stabilize home
prices by encouraging demand through a tax incentive for those who
buy homes between now and Nov. 1, 2008.  We believe that
stimulating demand will help reduce inventories and stop the drop
in home prices, which will likely stabilize many other components
of the current housing and financial crisis.  If demand picks up,
the market can return to equilibrium. Homes collateralize huge
amounts of debt; if people can sell their homes for more than
their debt, they will do so rather than go into foreclosure.  We
believe escaping the current downward spiral of weak confidence
and falling home prices is the key to righting the listing housing
market and stemming the debt crisis."

           Toll CFO Expects Continued Challenging Times

Joel H. Rassman, chief financial officer, stated: "With conditions
still weak in most markets, we expect to continue to face
challenging times ahead.  We are still in the midst of finalizing
our second-quarter impairment analysis; however, we currently
estimate that pre-tax write-downs in FY 2008's second quarter will
be between $225 million and $375 million."

                Default Notices to Joint Ventures

On March 17, 2008, the TCR related that two default notices were
sent to Inspirada and Kyle Canyon Gateway, two large housing
projects in Las Vegas and joint ventures involving Focus Property
Group, Toll Brothers Inc., KB Home, Beazer Homes USA Inc., Pulte
Homes Inc., The Ryland Group Inc., and Lennar Corp., according to
Reuters and Bloomberg News, citing Focus officers, John Ritter,
CEO, and Thomas DeVore, COO.  Kimball Hill Homes, one of Toll's
partners, is part of the Inspirada development.

The default notices were issued after an interest payment on a
$765 million loan was left unpaid.

             Toll Warns of "Visible Financial Stress"

As reported by the TCR on March 14, 2008, Toll Brothers has
investments and commitments to certain joint ventures with
unrelated parties to develop land.  According to the company,
these joint ventures usually borrow money to help finance their
activities.  With the continued downturn in the homebuilding
industry, some of these joint ventures or their participants have
become unable to fulfill their obligations, Toll said in a
Securities and Exchange Commission filing.

Toll warned that the joint if the joint ventures or their
participants do not honor their obligations, the company it may be
required to expend additional resources or suffer losses, which
could be significant.  Toll chief financial officer Joel Rassman
said that the company has several partners who are in "visible
financial stress" and added that he can not disclose further
details.

                        About Toll Brothers

Toll Brothers Inc. (NYSE: TOL) -- http://www.tollbrothers.com/--   
designs, builds, markets and arranges finance for single-family
detached and attached homes in luxury residential communities.  
The company is also involved, directly and through joint ventures,
in projects where it is building, or converting existing rental
apartment buildings into high-, mid- and low-rise luxury homes.  
During the fiscal year ended Oct. 31, 2007 (fiscal 2007), the
company delivered 7,023 homes from 385 communities.  In fiscal
2007, the company has introduced 70 new single-family detached
models, 28 new single-family attached models and 32 new
condominium units.  The four segments operated by the company
includes the North, the Mid-Atlantic, the South and the West.

                           *     *     *

As reported by the Troubled company Reporter on March 31, 2008,
Moody's Investors Service placed all of the ratings of Toll
Brothers, Inc., Toll Brothers Finance Corp., and Toll Corporation
under review for possible downgrade, including the company's Baa3
rating on existing senior unsecured note issues and Ba2 rating on
the subordinated note issues.


TOPANGA CDO: Moody's Junks $26MM Note; To Review Rating
-------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
TOPANGA CDO, LTD.

Class Description: $49,000,000 Class A-1 Floating Rate Senior
Secured Notes Due 2045

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

Class Description: $37,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2045

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $26,000,000 Class B Floating Rate Deferrable
Subordinate Secured Notes Due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $20,000,000 Class C Floating Rate Deferrable
Junior Subordinate Secured Notes Due 2045

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


TORO ABS: Moody's Downgrades Ratings on Seven Note Classes
----------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Toro ABS CDO II, Ltd.

Class Description: $885,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes Due June 2043

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $56,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due June 2043

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

Additionally, Moody's downgraded these notes:

Class Description: $24,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due June 2043

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $7,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due June 2043

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

Class Description: $9,000,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due June 2043

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

Class Description: $10,500,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due June 2043

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

Class Description: $4,000,000 Class F Seventh Priority Mezzanine
Deferrable Floating Rate Notes Due June 2043

  -- Prior Rating: Ca
  -- Current Rating: C

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


TRANSMERIDIAN INC: Sale Efforts Collapse; Seeks Capital Infusion
----------------------------------------------------------------
Transmeridian Exploration Incorporated said that its previously
disclosed efforts to seek a buyer have not produced a satisfactory
transaction.

As a result, while the company remains willing to entertain
unsolicited proposals from qualified persons for an acquisition of
the company, it is now seeking to raise additional capital with
which to further develop its primary asset, the South Alibek field
in western Kazakhstan.  As part of this effort, the company is in
preliminary discussions with interested parties regarding a
substantial investment of equity capital into the company.

Based on current field production levels of about 2,200 barrels of
oil per day, management believes that the company can continue to
generate sufficient cash flow to fund its ongoing operating costs,
overhead and cash interest requirements.  The company continues to
have a working capital deficit and does not generate sufficient
excess cash to re-activate a multi-rig drilling and workover
program in order to increase field production. The company
experienced production levels in excess of 4,000 bopd prior to
field curtailments in 2007.

If the company is successful in raising additional capital,
management believes that by investing the net proceeds in an
effort to restore field production to levels previously
experienced, and to further develop the field, the company will be
better positioned to maintain and expand its reserve base in South
Alibek or complete a strategic transaction.

Significant obstacles to raising additional capital include, among
other factors, the company's high debt level relative to cash flow
and potential dilution from existing convertible preferred
securities, and there can be no assurance that current discussions
will result in any agreement or transaction.

                  Definitive Agreement With TMI

As reported by the Troubled Company Reporter on April 29, 2008,
Transmeridian said on Dec. 31, 2007, that it entered into a
definitive agreement to be acquired by Trans Meridian
International, Inc., a company formed by its Chairman and CEO
Lorrie T. Oliver.

Pursuant to the agreement, TMI would commence a tender offer to
purchase all of Transmeridian's outstanding shares of common stock
for $3.00 per share in cash.

As TMI has not met the financing condition in the definitive
agreement within the prescribed time period, which Transmeridian
extended from Jan. 31, 2008, to Feb. 15, 2008, Transmeridian had
the option to terminate the agreement at any time until the
condition is satisfied.  

Transmeridian's board of directors had requested certain detailed
information regarding TMI's financing be provided by March 21,
2008.  According to the company's filing with the Securities and
Exchange Commission, if Transmeridian's board is not satisfied
with the information, then it intends to terminate the agreement
if the financing condition is not satisfied by March 31, 2008.     
As of April 2008, Transmeridian's board was not satisfied with the
information provided.

                       Executive Resignation

On April 14, 2008, Edward G. Brantley resigned as Vice President
and Chief Accounting Officer of Transmeridian.

                        Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian'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 negative working capital, stockholders' deficit, and
operating losses since its inception.

                  About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/-- is an independent energy company that   
acquires, develops and produces oil and natural gas.  The
company's activities are primarily focused on the Caspian Sea
region of the former Soviet Union.  The company currently has
projects in Kazakhstan and southern Russia.  Its primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan, covered by License 1557 and the related exploration
and production contracts.  The company conducts its operations in
Kazakhstan through its wholly owned subsidiary, JSC Caspi Neft
TME, a joint stock company organized under the laws of Kazakhstan.  
The company has a 100% interest in both Caspi Neft and the Field.


TRIBUNE CO: Sells 97% Stake of Newsday to Cablevision for $650MM
----------------------------------------------------------------
Cablevision Systems Corporation and Tribune Company disclosed a
definitive agreement to form a new partnership through which
Cablevision will acquire approximately 97% of Newsday Media Group.

Newsday was valued at $632 million in the transaction, and Tribune
Company will also receive $18 million at closing as prepaid rent
under certain leases of property used in the business, bringing
the total transaction value to $650 million.

The partnership will add a complementary print and online media
group with diverse, quality local content to Cablevision that
generates substantial operating cash flow and that creates
opportunities to grow Cablevision's advertising, subscription and
content-based businesses.

Newsday is one of the nation's daily newspapers, serving Long
Island and New York City.  In addition to the newspaper and
Newsday.com, Newsday Media Group includes amNY, plus the Star
Community Publishing Group of weekly shoppers and Island
Publications' portfolio of lifestyle magazines.

"Newsday is one of the great names in the history of American
journalism and it is both an honor and privilege to return Newsday
back to Long Island-based ownership after nearly 40 years,"
Cablevision chairman Charles F. Dolan said.  "We admire Newsday's
strong editorial voice and reputation for quality well as its
leadership in print and online journalism.  We are committed to
maintaining Newsday's journalistic integrity and important
position in the marketplace."

"This agreement enables us to maximize the value of Newsday and
still retain an interest in this valuable asset," Tribune chairman
and CEO Sam Zell said.  The newspaper has a unique circulation
base and a tremendously strong local brand -- I expect them to
grow and flourish as a result of this new partnership."

"Both Cablevision and Newsday are in the content, customer
relationship and advertising business and we see this as a
wonderful fit," Cablevision president and CEO James L. Dolan
continued.

Mr. Dolan said adding Newsday Media Group's superb assets to
Cablevision's portfolio presents a multitude of opportunities:

   -- to provide consumers with additional quality content on
      multiple platforms;

   -- expand advertising opportunities for both entities; and

   -- attract a larger audience than either company could on its
      own.

"We strongly believe Newsday Media Group and Cablevision share the
same consumer-focused values, and we look forward to building on
our mutual history in the New York area with these wonderful
assets under the same umbrella," Mr. Dolan said.

For Cablevision, the Newsday partnership adds a complementary
print and online media group with diverse, quality local content
in the New York area.  The combined company will gain significant
opportunities in its advertising-based businesses and
subscription-based businesses, while also adding to its content
portfolio and enhancing its commitment to the local community.
These opportunities include:

   * marketing Newsday more effectively with the ability to reach
     directly hundreds of thousands of Long Island households
     served by Cablevision -- the majority of whom do not  
     subscribe to Newsday;

   * providing enhanced news gathering resources and expertise to
     better serve the New York metro area;
    
   * offering Cablevision's 2.3 million Optimum Online high-speed
     Internet subscribers new interactive and homepage
     opportunities;
    
   * promoting Cablevision's live sports and entertainment assets
     through Newsday's publications, particularly amNewYork, with
     its New York City circulation of more than 300,000;

   * offering advertisers a selection among various media outlets
     that enables each advertiser to most efficiently and
     effectively target its audience;

   * using Newsday's expertise in developing innovative solutions
     for advertisers with its newspapers, magazines and Web sites
     to ensure the best approach to promoting ad insertions on
     Cablevision's 70 most popular cable channels; and
    
   * increasing classified advertising reach through Newsday,
     Cablevision's Optimum Homes and Optimum Autos interactive
     television classified services, and Newsday's Star.

Under the terms of the transaction, Cablevision will have
approximately 97% and Tribune will have approximately 3% of the
equity in a partnership that owns Newsday.  To form the new
partnership, Tribune will contribute the Newsday assets, and
Cablevision will contribute newly issued parent company bonds with
a fair market value of $650 million on the contribution date.

Bank of America has provided a firm commitment to provide
$650 million of senior debt financing, guaranteed by CSC Holdings,
Inc., to the new partnership.  Of that amount, Tribune will
receive $612 million in cash, an equity stake in the partnership
valued at $20 million and another $18 million in prepaid rent
under leases for certain facilities used in the business.  In
addition, Cablevision will provide additional funds to pay certain
transaction costs.

Mr. Dolan indicated that the Newsday businesses will report to
Cablevision chief operating officer Thomas Rutledge.

Banc of America Securities LLC acted as lead financial advisor to
Cablevision and Merrill Lynch & Co. also provided financial
advisory services on the transaction.  Both Hughes Hubbard & Reed
LLP and Sullivan & Cromwell LLP acted as legal counsel to
Cablevision.

Citi acted as the financial advisor to Tribune, and McDermott Will
& Emery Sidley Austin and Paul Hastings acted as legal counsel to
Tribune.

The completion of this transaction is subject to certain customary
closing conditions, including regulatory approval.

The Newsday Media Group Assets are:

   * Newsday -- provides award-winning news and information,
     reaching 1.5 million Long Island adults each week
    
   * amNY -- launched in 2003, has quickly become the largest free
     daily newspaper in NYC with an average weekday circulation of
     335,000
    
   * Newsday Interactive -- includes Newsday.com and other local
     information sites such as ExploreLI.com and
     Newsday.com/NZone, the popular high school sports
     destination.  In March 2008, Newsday.com reached 3.2 million
     monthly unique visitors and delivered over 66 million page
     views
    
   * Star Community Publishing -- the Northeast's weekly shopper
     group with 181 editions and circulation of more than
     2.6 million
   
   * Island Publications -- produces targeted lifestyle magazines
     including Distinction, Wellness, Parents & Children, LI
     Weddings and This Month on Long Island Cablevision Systems
     Corporation

                 About Cablevision Systems

Cablevision Systems Corporation (NYSE: CVC) -- is a cable operator
in the United States that operates cable programming networks,
entertainment businesses and telecommunications companies.  As of
Dec. 31, 2006, the company served approximately 3.1 million basic
video subscribers in and around the New York City metropolitan
area.  Through its wholly owned subsidiary, Rainbow Media Holdings
LLC, Cablevision owns interests in and manages numerous national
and regional programming networks, the Madison Square Garden
sports and entertainment businesses, and cable television
advertising sales companies.  Through Cablevision Lightpath Inc.,
its wholly owned subsidiary, the company provides telephone
services and Internet access to the business market.  The company
operates in three segments: Telecommunications Services, Rainbow
and Madison Square Garden.

                   About Tribune Company

Headquartered in Chicago, Tribune Company (NYSE: TRB) --
http://www.tribune.com/-- is a media company, operating            
businesses in publishing, interactive and broadcasting.  It
reaches more than 80% of U.S. households and is the only media
organization with newspapers, television stations and websites in
the nation's top three markets.  In publishing, Tribune's leading
daily newspapers include the Los Angeles Times, Chicago Tribune,
Newsday (Long Island, New York), The Sun (Baltimore), South
Florida Sun-Sentinel, Orlando Sentinel and Hartford Courant.  The
company's broadcasting group operates 23 television stations,
Superstation WGN on national cable, Chicago's WGN-AM and the
Chicago Cubs baseball team.

                          *     *     *

As reported in the Troubled Company Reporter on March 20, 2008,
Standard & Poor's Ratings Services lowered its ratings on the
class A and B units from the $79.795 million Structured Asset
Trust Unit Repackaging Tribune Co. Debenture Backed Series 2006-1
to 'CCC' from 'CCC+' and removed them from CreditWatch with
negative implications.


TRIBUNE CO: $650MM Newsday Sale Won't Affect S&P's 'B-' Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services said that the sale of Newsday
Media Group by Tribune Co. (B-/Negative/--) for $650 million has
no immediate impact on the Tribune rating or outlook.  S&P note,
however, that its covenant analysis incorporates the expectation
that the company will complete additional asset sales (including
the disposition of the Chicago Cubs, Wrigley Field, the company's
25% interest in Comcast SportsNet Chicago, ancillary real estate
around Wrigley Field, and other ancillary real estate assets) of
up to approximately $1 billion or more over the near term.
     
Since the close of the company's LBO in December 2007, S&P's
rating on Tribune has reflected concerns that the company may
violate covenants in its secured credit facility in early 2009
because of declining cash flow generation.  Even after the
application of more than $600 million in cash proceeds from the
Newsday sale toward debt repayment, Tribune could still violate
its leverage covenant, potentially as early as the December 2008
quarter, in the absence of additional asset sales.  Newsday is
being sold at a multiple that unfavorably impacts the pro forma
covenant calculation after the deal closes (the anticipated
closing date has not been announced, but for purposes of its
analysis, S&P have assumed the sale closes in the September
2008 quarter).
     
S&P believe that Tribune will use proceeds from additional asset
sales to repay bank debt sooner than required to avoid potentially
violating the company's guaranteed leverage covenant later this
year.  This scenario assumes declines in EBITDA in the 20% area in
2008, consistent with an EBITDA decline of about 20% in the March
2008 quarter.  S&P's estimate of guaranteed leverage (as
calculated by Tribune's credit agreement) was in the low 8x area
at March 2008, compared to the 9x covenant.  The covenant steps
down to 8.75x in the March 2009 quarter.  S&P could lower the
rating if cash flow generation deteriorates over the near term at
a rate faster than its current expectation, or if Tribune does not
reach agreements to sell assets at the expected amounts or within
the necessary time frame.


TROPICANA ENT: Parties Have Until May 23 to Object to DIP Funding
-----------------------------------------------------------------
Parties-in-interest in the Chapter 11 cases of Tropicana
Entertainment LLC and its debtor-affiliates have until May 23,
2008, to file written objections to the Debtors' request to access
credit of up to $67 million from a group of lenders, led by Silver
Point Finance, LLC, as administrative agent.

Judge Kevin Carey of the U.S. Bankruptcy Court for the District of
Delaware permitted the Debtors to borrow, on an interim
basis, up to $20 million in financing.

The Debtors will use the money to meet their working capital
needs, including making payments to employees, vendors and various
governmental and taxing and licensing authorities. The Debtors
proposed to access the remaining $37 million upon final approval
of the DIP Facility.

A final hearing with respect to the Debtors' request will be held
on May 30, 2008.

Before the bankruptcy filing, Tropicana Casinos and Resorts Inc.,
retained Lazard Freres & Company LLC, to explore strategic
opportunities relating to its capital structure, including
obtaining DIP financing for the Debtors.

In February 2008, Daniel Aronson, managing director at Lazard's
restructuring group, met with Credit Suisse, agent for the senior
secured lenders under the $1.3 billion OpCo Credit Facility and
$440,000,000 LandCo Credit Facility.

Credit Suisse, however, said it was not interested in providing
DIP financing. By March, Mr. Aronson solicited proposals from
12 parties, including the financial advisor to certain holders of
the Debtors' unsecured notes. Only Silver Point Finance, who is
also a substantial OpCo and LandCo lender, and one other unrelated
party were willing to negotiate a DIP financing loan and secured
by priming lien without the consent of the senior secured lenders.

The Debtors did not proceed with the unrelated party's proposal
because it entailed a high risk of distracting and costly priming
and adequate protection disputes, as the potential lender was not
a pre-existing senior secured lender, Mr. Aronson relates.

In April, Mr. Aronson received proposals from the LandCo lenders
and certain of the holders of notes, aggregating $960,000,000,
issued by Tropicana Entertainment, LLC and Tropicana Finance Corp.
The Debtors, however, did not proceed with the LandCo lenders'
proposal due to pricing and structural concerns. The Debtors
also declined the Noteholders' proposal because of numerous
unacceptable operational restrictions and other control features.

According to Mr. Aronson, Silver Point's loan proposal was
selected on improved terms as a result of the marketing process.
He informs the Court that Silver Point has agreed to provide
loans of up to $67 million, but has only set very limited
operational restrictions and control provisions that are more
appropriate and more manageable from the company's perspective.


A full-text copy of the DIP Credit Agreement is available for
free at http://bankrupt.com/misc/Tropicana_DIPAgreement.pdf


A full-text copy of the Interim DIP Order is available for free
at http://bankrupt.com/misc/Tropicana_InterimDIPOrder.pdf

                 About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of  
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts. Their financial advisor is Lazard
Ltd. Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC. The Debtors' consolidated financial condition as
of Feb. 29, 2008, showed $2,845,847,596 in total assets and
$2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 3; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TTM TECHNOLOGIES: S&P Rates $155MM Senior Notes 'BB-'
-----------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating on
Santa Ana, California-based TTM Technologies Inc.'s $155 million
senior unsecured convertible notes due 2015.  The recovery rating
on the notes is '4', indicating the expectation for average (30%
to 50%) recovery in the event of a payment default.  At the same
time, S&P affirmed the 'BB-' corporate credit rating on the
company.  The outlook is positive.
     
TTM will proceeds from the notes to fully repay its term loan and
for general corporate purposes.  S&P will withdraw the 'BB+'
issue-level rating and '1' recovery rating on TTM's existing
$240 million senior secured credit facilities following the close
of the transaction.
     
"The rating reflects challenges associated with difficult industry
conditions in the electronic manufacturing service sector and a
relatively short operating track record following the Tyco
acquisition," said Standard & Poor's credit analyst Lucy
Patricola.  "These factors are offset partially by TTM's niche
position as a manufacturer of both quick-turn and low-volume
printed circuit boards, and light leverage for the rating."

Following its acquisition of the Tyco business, TTM is the largest
U.S.-based manufacturer of printed circuit boards.


TTSF LP5: Voluntary Chapter 11 Case Summary
-------------------------------------------
Lead Debtor: TTSF, LP#5
             aka Texas Tomic Sharma Family Ltd 5
             10110 Westview
             Houston, TX 77043

Bankruptcy Case No.: 08-32903

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        TTSF, LP#6                                 08-32907
        aka Texas Tomic Sharma Family Ltd. 6

Chapter 11 Petition Date: May 5, 2008

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtors' Counsel: James R. Clark, Esq.
                  4545 Mt. Vernon
                  Houston, TX 77006
                  Tel: (713) 532-1300
                  Fax: (713) 532-5505
                  Email: jamesrclark@swbell.net

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


TOUSA INC: Wants Exclusivity Periods Stretched to October 25
------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Florida to extend:

   (a) their Exclusive Filing Period through October 25, 2008;
       and

   (b) their Exclusive Solicitation Period through December 24,
       2008.

On a consolidated basis, the Debtors have more than $2,000,000,000
in funded debt, along with substantial unsecured claims spread
among more than 50,000 potential creditors, Paul Steven Singerman,
Esq., at Berger Singerman, P.A., in Miami, Florida, relates.

The Debtors also face industry-related challenges.  Among other
things, operating while reorganizing under Chapter 11 has proven
to be difficult for other homebuilders, a fact that the Debtors
noted and took seriously in planning for and implementing their
own bankruptcy filing, Mr. Singerman says.  Moreover, the
homebuilding industry continues to face adverse market conditions
with a variety of factors contributing to downward pressure on
home prices, he continues.

Adding to the complexity the Debtors are facing are certain
unsecured creditors, who wish to sue the Debtors' bank lenders,
seeking to avoid the banks' claims in litigation that has
potential to be expensive, time-consuming and deeply factual in
nature, Mr. Singerman tells the Court.  "This litigation, if
commenced during the Debtors' Chapter 11 cases and if fully
successful, could have a profound impact on the Debtors' capital
structure," he adds.

Despite these challenges, Mr. Singerman states that the Debtors
have made remarkable progress in their bankruptcy cases.  They
have:

    -- successfully negotiated and implemented a secured
       postpetition financing arrangement that, while never drawn
       upon, inspired confidence of their customers, vendors,
       employees and other key constituencies;

    -- completed and filed their tax return for the 2007 tax
       year, and received a tax refund of approximately
       $207,000,000;

    -- implemented and substantially completed a process for
       reviewing and, where authorized and appropriate, paying
       prepetition mechanic's and other statutory lien claims so
       as to allow sales of homes in the ordinary course of
       business free and clear of lien claims; and

    -- developed a detailed business plan, modeled on a "bottoms-
       up," community by community basis, that will form basis
       for discussions and negotiations regarding a plan of
       reorganization, and presented the Business Plan to key
       creditor constituencies, as part of an ongoing process of
       providing information and access to creditor groups in
       support of plan negotiations.

The Debtors are still within the initial 120-day period set forth
in Section 1121(b) of the Bankruptcy Code, in which the Debtors
have the exclusive right to file a Chapter 11 plan, Mr. Singerman
says.  As set forth in Section 1121(c)(3), if the Debtors file a
Chapter 11 plan within the Exclusive Filing Period, they then
will have the exclusive right for a period of 180 days from the
Petition Date to solicit and obtain creditor acceptances of any
filed plan.

The Debtors' current Exclusive Filing Period expires on May 28,
2008, and the Exclusive Solicitation Period expires on July 27,
2008.

Mr. Singerman notes that Section 1121(d) provides, in part:

     On request of a party in interest made within the
     respective periods specified in subsections (b) and (c)
     of this section and after notice and a hearing, the court
     may for cause . . . increase the 120-day period or the
     180-day period referred to in this section.

Although the Debtors are pleased with their progress so far, they
maintain that it would be impossible for them to bring the plan
process to conclusion by May 28.  Mr. Singerman relates that
before a plan of reorganization could possibly be proposed, the
Debtors and other parties-in-interest must, among other things:

    -- implement the Business Plan;

    -- reach a longer-term arrangement regarding the use of cash
       collateral so as to allow for business operations in
       accordance with the Business Plan;

    -- after the claims bar date passes and creditor claims are
       received, develop and implement a process for review and,
       ultimately, allowance or disallowance of claims; and

    -- develop an appropriate process and mechanisms for pursuing
       the Avoidance Litigation either during or after the
       Debtors' Chapter 11 cases.

The Debtors and their advisors have commenced work in those
areas, but need more time to reach a conclusion that a plan of
reorganization can be documented, filed, voted upon and
ultimately confirmed, Mr. Singerman says.

The facts and circumstances of the Debtors' Chapter 11 cases
demonstrate that more than sufficient cause exists to extend the
Exclusive Periods, Mr. Singerman asserts.

Thus, by this motion, the Debtors ask the Court to extend:

   (a) their Exclusive Filing Period through October 25, 2008;
       and

   (b) their Exclusive Solicitation Period through December 24,
       2008.

Mr. Singerman maintains that the Debtors have been paying their
undisputed postpetition bills as they become due.  Moreover, the
Debtors aver that significant liquidity they generated from their
better-than-projected sales performance and the receipt of the
tax refund will enable them to continue to meet postpetition
obligations as they come due.  Thus, the extension will not
jeopardize the rights of creditors and other parties who do
business with the Debtors during their Chapter 11 cases, Mr.
Singerman assures the Court.

                     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.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TOUSA INC: Termination Date Further Extended to May 23
------------------------------------------------------
TOUSA Inc. and its debtor-affiliates inform the U.S. Bankruptcy
Court for the Southern District of Florida that the Interim
Termination Date for their DIP Credit and Security Agreement,
dated January 29, 2008, as amended, has been extended from May 8,
2008, to May 23, 2008.

As provided in the DIP Credit Agreement, the Interim Termination
Date may be further extended by written consent of Citicorp North
America, Inc., provided that no extension may be granted beyond
May 30, 2008, without further amendment of the DIP Credit
Agreement.

As reported by the Troubled Company Reporter on Jan. 31, 2008, the
Debtors sought permission from the Court to obtain up to
$650 million of debtor-in-possession financing from financial
institutions led by Citigroup Global Markets Inc. as sole lead
arranger and bookrunner.

Specifically, the DIP Credit Agreement provides for a first
priority and priming secured revolving credit commitment of up to
$130 million, which will be made available after entry of an
interim DIP Order.  As reported in the TCR on Feb. 1, the Court
permitted the Debtors to borrow, on an interim basis, up to
$134,574,000 from Citigroup Global Markets Inc. and a syndicate of
lenders to pay for their normal operating expenses.  

As reported by the TCR on March 26, 2008,the Debtors notified the
Court on March 16, 2008, that they amended their Senior Secured
Super-Priority Debtor-in-Possession Credit and Security Agreement,
with Citicorp North America, as administrative agent; Citibank,
N.A., as issuer; and Citicorp North America, Inc., as lender.

The recent DIP Amendments include new definition of certain terms;
additional provisions to certain sections of the credit agreement;
and restatements of certain sections.

A full-text copy of the First DIP Facility Amendment is available
for free at http://bankrupt.com/misc/TOUSA_DIPamendment.pdf   

                     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.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).   


TOUSA INC: Seeks Permission to Continue Using Cash Collateral
-------------------------------------------------------------
TOUSA Inc. and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Florida to continue
using cash collateral of their Prepetition Secured Lenders.

The Debtors had restated or entered into three prepetition secured
credit agreements with various lenders.  As of the bankruptcy
date, these amounts were outstanding with respect to the
Prepetition Credit Facilities:


                                Loan     Maturity   Outstanding
  Credit Agreement             Amount      Date       Amount
  ----------------             ------    --------   -----------
  Second Amended and       $700,000,000  03/09/10  $316,425,229
  Restated First Lien
  Revolving Credit Agreement

  First Lien Term Loan     $200,000,000  07/31/12  $199,000,000
  Credit Agreement

  Second Lien term Loan    $300,000,000  07/31/13  $317,101,998
  Credit Agreement

On January 31, 2008, the Court granted, on an interim basis, the
Debtors authority to obtain secured postpetition financing on a
super-priority and priming lien basis, and authority to use the
Prepetition Lenders' cash collateral under the Prepetition Credit
Facilities.

Since the Petition Date, the Debtors have continued to sell and
deliver homes in the ordinary course of business despite
nationwide challenges in the real estate market.  With respect to
home sales, the Debtors have significantly exceeded their
projections, signing 356 new net sales contracts in February
2008, and 448 new net sales contracts in March 2008, Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida,
relates.  Deliveries of homes to customers also exceeded
prepetition projections, with delivery of 340 homes in February
2008, and 512 homes in March 2008.

As a result of the Debtors' smooth transition to operating in
Chapter 11, as of April 25, 2008, the Debtors have never borrowed
under the Interim DIP Order.  Mr. Singer discloses that the
Debtors have utilized the Prepetition Lenders' cash collateral,
but in fact have increased their total cash holdings since the
Petition Date -- they currently hold approximately $316,000,000
in their operating bank accounts and certain segregated accounts.

Moreover, on April 23, 2008, TOUSA, Inc., received from the
Internal Revenue Service a federal tax refund of roughly
$207,300,000 from the carryback of its 2007 losses, Mr. Singerman
relates.

At this time, it does not appear likely that the Debtors will
seek final approval of the DIP Financing as their cash holdings
appear to be sufficient to meet projected funding needs and
authorization for use of the Prepetition Lenders' cash collateral
is all that is needed, Mr. Singerman tells the Court.

The Debtors are currently discussing with various constituencies,
including the First Lien Lenders and the Official Committee of
Unsecured Creditors, terms on which they may use the Prepetition
Lenders' cash collateral upon expiration of the Interim DIP
Order, Mr. Singerman says.    

In any event, absent any further extension of the Interim DIP
Order, the Debtors seek authority to use their cash collateral
sufficient to fund their business operations on appropriate
terms, according to Mr. Singerman.  Because negotiations are
ongoing, the Debtors are not in a position at this time to set
forth the proposed terms of cash collateral usage, he avers.  

The Debtors also ask the Court to waive the provisions of Rule
9075-1(B) of the Local Rules for the United States Bankruptcy
Court for the Southern District of Florida, which require an
affirmative statement that the Debtors made a bona fide effort to
resolve the issues raised in the Cash Collateral Motion, as the
Debtors are currently engaged in negotiations with relevant
constituents and the relief requested is urgent in nature.

                     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.

(TOUSA Bankruptcy News, Issue No. 12; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


VALLEJO CITY: Unions Agree to $10,000,000 in Wage Concessions
-------------------------------------------------------------
KCBS reports that unions representing police and firefighters have
presented a proposal to keep the city of Vallejo out of
bankruptcy.  The unions have offered to reduce members' salaries
by up to $10,000,000, KCBS says, citing Matt Mustard of the
Vallejo Police Officers Association.

Vallejo is facing a $16 million deficit.

ABC7's Carolyn Tyler reports that the salaries and benefits of
police officers and fire fighters make up nearly 75% of the city's
general fund.

KCBS relates that Vallejo city officials and the unions were
unable to reach a pact to cut wages prior to a city council vote
to file for Chapter 9 bankruptcy.  According to KCBS, Mr. Mustard
said the plan may win acceptance when the council meets on
Tuesday.

Ms. Tyler reports that the police officers and fire fighters
groups have agreed would agree to a 6.5% salary cut until March
2009 and give up a current 1.7% raise and 11% in scheduled raises.

Ms. Tyler says other city employees would contribute a 3% salary
cut but get comp time in exchange.

The public safety officers would also give up 10% in scheduled
increases over the next two years, Ms. Tyler relates.

City Councilwoman Joanne Shivley, however, told Ms. Tyler the city
needs a long term solution.  "[T]here is more that needs to be cut
than simply salaries. There are benefits that are overly
generous," Ms. Shivley said.

The council was scheduled to review the police and firefighters'
proposal at a closed door session Tuesday, Ms. Tyler says.

As reported by the Troubled Company Reporter on May 8, 2008, top
Vallejo officials unanimously voted for the city to file for
Chapter 9 bankruptcy protection.

The city is expected to file for bankruptcy this week, reports
say.

                  About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite/-- 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.


VARICK STRUCTURED: Moody's Chips Ratings on Two Note Classes to B3
------------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Varick Structured Asset Fund, Ltd.

Class Description: $50,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes due 2035

  -- Prior Rating: Ba2
  -- Current Rating: B3, on review for possible downgrade

Class Description: $300,000,000 Class A-2 First Priority Senior
Secured Floating Rate Notes due 2035

  -- Prior Rating: Ba2
  -- Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


VERTICAL ABS: Moody's Cuts Rating on $5MM Notes to C from Caa1
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Vertical
ABS CDO 2006-2, Ltd.:

Class Description: $335,000,0001 Class A-S1VF Senior Secured
Floating Rate Notes Due 2046

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $52,000,000 Class A1 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $41,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $26,000,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2046

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

Class Description: $21,000,000 Class B Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2046

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

Class Description: $5,000,000 Class C Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2046

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the structured finance
securities.


VERTICAL COMPUTER: Malone & Bailey Raises Substantial Doubt
-----------------------------------------------------------
Malone & Bailey, PC, in Houston raises substantial doubt on
Vertical Computer Systems, Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's losses from operations and working
capital deficiency.

For the year ended Dec 31, 2007, the company posted a $1,566,345
net loss on $5,895,726 of total revenues compared with a
$1,728,709 net loss on $6,229,944 of total revenues in 2006.

The company's balance sheet at Dec 31, 2007, showed $1,236,169 in
total assets and $16,444,488 in total liabilities, resulting in a
$15,208,319 stockholders' deficit.

The company's balance sheet at Dec 31, 2007, sowed strained
liquidity with $1,145,045 in total current assets available to pay
$14,222,769 in total current liabilities.

The company's accumulated deficit at Dec. 31, 2007, stood at
$43,855,590.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2b24

Based in Richardson, Tex., Vertical Computer Systems, Inc.  
(OTCBB: VCSY) -- http://www.vcsy.com/-- is a multinational  
provider of administrative software services, Internet core
technologies, and derivative software application products through
its distribution network.


VICORP RESTAURANTS: Panel Wants to Hire Milbank Tweed as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in VICORP
Restaurants Inc. and VI Acquisition Corp.'s Chapter 11 cases asks
the authority of the U.S. Bankruptcy Court for the District of
Delaware to employ Milbank Tweed Hadley & McCloy LLP as their
counsel.

Milbank Tweed will, among others, advise the Committee with
respect to its rights, powers and duties in these cases, assist
and advise the Committee with respect to its communications with
the general creditor body regarding significant matters, assist
the Committee in preparing pleadings and applications as may be
necessary.

Abhilash M. Raval, Esq., at member at Milbank Tweed, tells the
Court that the firm's professionals will bill the Debtor these
hourly rates:

      Partners                             $700 - $950
      Other Counsel                        $650 - $850
      Associates and Senior Attorneys      $275 - $670
      Legal Assistants                     $155 - $325

Mr. Raval assures the Court that the firm is disinterested as that
term is defined in Section 101(14) of the U.S. Bankruptcy Code.

                     About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts     
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtors chose Wells Fargo Trumbull as
their claims, noticing, and balloting agent.

The U.S. Trustee for Region 3, appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' cases.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of $100 million to $500 million.


VICORP RESTAURANTS: Can Hire Wells Fargo Trumbull as Claims Agent
-----------------------------------------------------------------
VICORP Restaurants Inc. and VI Acquisition Corp. obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Wells Fargo Trumbull as their claims, noticing,
and balloting agent.

As agent for and custodian of the records of the bankruptcy clerk
in these cases, Trumbull is expected to, among others, prepare and
serve all notices required in these cases, maintain an official
claims register, assist the Debtors with the reconciliation and
resolution of claims, and mail and tabulate ballots for purposes
of plan voting.

Pursuant to an engagement agreement, Trumbull professionals will
be paid at these rates:

      Designation                Hourly Rate
      -----------                -----------
      Consultant                 $225 - $295
      Operations Manager         $110 - $185
      Automation Consultant      $140 - $175
      Case Manager                $85 - $135
      Data Specialist             $65 - $80
      Administrative Support         $55

Kenneth L. Keymer, the CEO and president of the Debtors, told the
Court in a consolidated affidavit that Trumbull is experienced and
is well qualified to serve as agent in these Chapter 11 cases, and
its employment will provide the Debtors with efficient management
of the claims, noticing, and balloting processes in these cases.

                     About VICORP Restaurants

Based in Denver, Colorado, VICORP Restaurants Inc. --
http://www.vicorpinc.com/-- operates two restaurant concepts     
under proven and well-recognized brands, Village Inn and Bakers
Square.  Founded in 1958, VICORP has 343 restaurants in 25 states,
consisting of 250 company-operated restaurants and 93 franchised
restaurants.  Known for its strong breakfast heritage, Village Inn
has been serving its signature breakfast items like one-of-a-kind
skillet dishes and made-from-scratch pancakes for 50 years. In
addition, Village Inn offers traditional American fare for lunch
and dinner.

The company and its affiliates filed for Chapter 11 protection on
April 3, 2008 (Bankr. D. Del. Lead Case No. 08-10623).  Donna L.
Culver, Esq., at Morris Nichols Arsht & Tunnell, and Kimberly
Ellen Connolly Lawson, Esq., Kurt F. Gwynne, Esq., and Richard A.
Robinson, Esq., at Reed Smith LLP, represents the Debtors in their
restructuring efforts.  The Debtors chose Wells Fargo Trumbull as
their claims, noticing, and balloting agent.

The U.S. Trustee for Region 3, appointed seven members to the
Official Committee of Unsecured Creditors in the Debtors' cases.

When the Debtors filed for protection from their creditors, they
listed estimated assets and debts of $100 million to $500 million.


WASHINGTON MUTUAL: Moody's Holds 'BB+' Rating on Class B-5 Certs.
-----------------------------------------------------------------
Fitch Ratings has affirmed these Washington Mutual mortgage pass-
through certificates.  Unless stated otherwise, any bonds that
were previously placed on Rating Watch Negative are removed.

WAMMS, series 2003-MS7

  -- Class A-1 at 'AAA';
  -- Class A-2 at 'AAA';
  -- Class A-3 at 'AAA';
  -- Class A-4 at 'AAA';
  -- Class A-5 at 'AAA';
  -- Class A-6 at 'AAA';
  -- Class A-7 at 'AAA';
  -- Class A-8 at 'AAA';
  -- Class A-9 at 'AAA';
  -- Class A-10 at 'AAA';
  -- Class A-11 at 'AAA';
  -- Class A-12 at 'AAA';
  -- Class A-13 at 'AAA';
  -- Class A-14 at 'AAA';
  -- Class A-15 at 'AAA';
  -- Class X at 'AAA';
  -- Class P at 'AAA';
  -- Class R at 'AAA';
  -- Class B-1 at 'AAA';
  -- Class B-2 at 'AA+';
  -- Class B-3 at 'A+';
  -- Class B-4 at 'A';
  -- Class B-5 at 'BB+'.

The collateral on the aforementioned transactions consists of 30-
year fixed-rate mortgages extended to Prime borrowers.  Washington
Mutual Bank (rated 'RPS2+' by Fitch) is the master servicer for
the deal.

Class A-10 has a financial guaranty provided by MBIA.


WEST PANOLA: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: West Panola, LLC
        P.O. Box 1274
        Stockbridge, GA 30281

Bankruptcy Case No.: 08-68551

Chapter 11 Petition Date: May 5, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: William Russell Patterson, Esq.
                  Email: wrpjr@rbhs-llp.com
                  Ragsdale Beals Seigler Patterson & Gray
                  229 Peachtree Street N.E.
                  Ste. 2400
                  Atlanta, GA 30303-1629
                  Tel: (404) 588-0500
                  http://www.rbhs-llp.com/

Estimated Assets:        Less than $50,000

Estimated Debts: $1 million to $10 million

Debtor's Two Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Alpha Bank & Trust                                   $4,123,104
Attn: Bryan E. Busch, Esq.
1600 Parkwood Cir., Ste. 200
Atlanta, GA 30339

Valleyfield Finance, LLC                             $650,000
Attn: Mark Connor
1430 E. Piedmont, Ste. 101
Tallahassee, FL 32308


WORLD HEART: TSE Reviews Eligibility for Continued Listing
----------------------------------------------------------
The Toronto Stock Exchange advised World Heart Corporation that
TSE is reviewing the eligibility for continued listing on the TSX
of the common shares of WorldHeart under sections 709 and 710(a)
of the TSX Company Manual.

This review relates to the company's financial condition and
operating results, more specifically whether the company can
continue as a going concern.  Further to the TSX's Remedial Review
Process, WorldHeart has been granted 30 days in which to
demonstrate compliance with these requirements.

The company is also permitted to make submissions regarding this
matter at a hearing scheduled to be held on June 5, 2008.  If the
company cannot demonstrate that it meets all TSX requirements on
or before June 11, 2008, the company's common shares will
be delisted 30 days from such date.
    
The notice also states that if at anytime, TSX becomes aware of
additional negative developments such that the continued trading
or listing of a company's securities is contrary to public
interest, an expedited review will be initiated.
    
WorldHeart also received a notice from the TSX that the company
improperly disseminated material information by failing to issue a
news release immediately.  The news release was circulated on
May 9, 2008, when it should have been circulated on May 8, 2008,
at the same time the company filed its public disclosure with the
US and Canadian securities commissions.

The company's management has made policy changes to ensure timely
disclosure of material events, as required under section 4(b) of
the TSX Company Manual.

                   About World Heart Corporation

Headquartered in Oakland, California, World Heart Corporation
(NASDAQ: WHRT, TSX: WHT) -- http://www.worldheart.com/--     
develops mechanical circulatory support systems with broad-based
next-generation technologies.  The company has additional
facilities in Salt Lake City, Utah and Herkenbosch, Netherlands.

                          Going Concern

As reported in the Troubled Company Reporter on April 4, 2008,
Burr, Pilger & Mayer LLP raised substantial doubt about the
ability of World Heart Corporation 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 corporation's
recurring losses.


XM SATELLITE: March 31 Balance Sheet Upside-Down by $1.1 Billion
----------------------------------------------------------------
XM Satellite Radio Holdings Inc. announced on Monday financial
results for the quarter ended March 31, 2008.

At March 31, 2008, the company's consolidated balance sheet showed
$1.7 billion in total assets, $2.7 billion in total liabilities,
$60.2 million in minority interest, resulting in a $1.1 billion
total stockholders' deficit.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $470.9 million in total current
assets available to pay $764.0 million in total current
liabilities.

The company reported a first quarter 2008 net loss of
$129.0 million, compared to a first quarter 2007 net loss of
$122.0 million.  

First quarter 2008 adjusted operating loss was $30.7 million,
compared to a loss of $27.0 million in the first quarter of 2007.
The first quarter 2008 adjusted operating loss includes
$3.5 million of merger related expenses, compared to $9.2 million
in first quarter 2007.

Revenue for the first quarter of 2008 rose to $308.0 million, a
nearly 17.0% increase over first quarter 2007 revenue of
$264.0 million.

XM ended first quarter 2008 with 9.33 million subscribers, an
18.0% increase, compared to 7.91 million subscribers at the end of
the first quarter of 2007.  The company said this growth was
driven by a 49.0% year-over-year increase in the number of gross
additions through the automotive channel.  First quarter 2008
automotive channel gross additions were 802,000, compared to
537,000 in the first quarter of 2007.

"In first quarter 2008 we delivered the largest number of new
customers from the automotive channel in XM's history, marking the
fourth consecutive quarter of record OEM gross additions," said
Nate Davis, president and chief executive officer of XM Satellite
Radio.  "XM's ongoing investment in the OEM channel is paying
dividends in the form of record customer additions and continued
revenue growth as our OEM partners further expand XM's reach to
millions of consumers."

In the first quarter of 2008, XM's subscriber acquisition costs, a
component of cost per gross addition, were $73, compared to $65 in
first quarter 2007.  CPGA in first quarter 2008 fell below $100 to
$99 for the first time since the third quarter of 2006 and
compares to $103 in the first quarter of 2007.

                       Available Liquidity

As of March 31, 2008, the company had total available liquidity of
nearly $425.0 million comprised of approximately $212.0 million in
cash and cash equivalents, $62.5 million remaining on its
$250.0 million secured credit facility and a $150.0 million credit
facility with General Motors.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2bd5

                          Merger Update

On Feb. 19, 2007, XM Satellite Radio Holdings Inc. and Sirius
Satellite Radio Inc. entered into an Agreement and Plan of Merger,
pursuant to which XM and Sirius will combine their businesses
through a merger of XM and a newly formed, wholly owned subsidiary
of Sirius.

SIRIUS and XM each obtained stockholder approval for the deal in
November 2007.  

On March 24, 2008, the U.S. Department of Justice informed XM and
Sirius that it had ended its investigation into their pending
merger without taking action to block the transaction.  

The pending merger is still subject to approval by the Federal
Communications Commission.

                     About XM Satellite Radio

Headquartered in Washington, D.C., XM Satellite Radio Holdings
Inc. (Nasdaq: XMSR) -- http://www.xmradio.com/-- is a satellite  
radio company.  The company broadcasts live daily from studios in
Washington, DC, New York City, Chicago, Nashville, Toronto and
Montreal.  

The company also provides satellite-delivered entertainment and
data services for the automobile market through partnerships with
General Motors, Honda, Hyundai, Nissan, Porsche, Subaru, Suzuki
and Toyota.

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2008,
Standard & Poor's Ratings Services said its ratings on XM
Satellite Radio Holdings Inc. and XM  atellite Radio Inc.
(CCC+/Watch Developing/--) remain on CreditWatch with developing
implications, where S&P originally placed them on March 4, 2008,
due to S&P's concerns over standalone refinancing risks XM might
face if its merger with Sirius Satellite Radio Inc. (CCC+/Watch
Developing/--) wasn't approved.


ZAIS INVESTMENT: Moody's Junks Baa1 Rating on $21MM Class C Notes
-----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by ZAIS Investment
Grade Limited VIII.

Class Description: $258,900,000 Class A-1 Senior Secured Floating
Rate Notes, Due 2046

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

Moody's also downgraded and left on review for possible further
downgrade the ratings on these notes:

Class Description: $90,000,000 Class A-2 Senior Secured Floating
Rate Notes, Due 2046

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: Baa2, on review for possible downgrade

Class Description: $33,800,000 Class B Senior Secured Secured
Floating Rate Notes, Due 2046

  -- Prior Rating: A1, on review for possible downgrade
  -- Current Rating: Ba2, on review for possible downgrade

Class Description: $21,000,000 Class C Senior Secured Deferrable
Interest Floating Rate Notes, Due 2046

  -- Prior Rating: Baa1, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: .S.$22,500,000 Class D Senior Secured
Deferrable Interest Floating Rate Notes, Due 2046

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

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio.


ZIEGLER ENTERPRISES: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: Ziegler Enterprises III, LLC
        14637 Pebble Bend Dr.
        Houston, TX 77068

Bankruptcy Case No.: 08-32932

Chapter 11 Petition Date: May 5, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: G. Michael Sharp, Esq.
                  Email: michaelsharplaw@yahoo.com
                  1100 S. Friendswood Dr., Ste. B
                  Friendswood, TX 77546
                  Tel: (281) 996-8997
                  Fax: (281) 996-1780

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.


* S&P Downgrades Ratings on 59 Classes from 15 RMBS Transactions
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 59
classes from 15 residential mortgage-backed securities
transactions backed by U.S. subprime mortgage loan collateral
issued in 2007.  At the same time, S&P removed 49 of the lowered
ratings from CreditWatch with negative implications.  In addition,
S&P affirmed its ratings on 90 classes from 24 RMBS transactions
backed by U.S. subprime loans and removed them from CreditWatch
negative.
     
The downgrades reflect S&P's opinion that projected credit support
for the affected classes is insufficient to maintain the previous
ratings, given its current projected losses.  As announced in
"Projected Losses For U.S. Subprime RMBS Issued In 2006 And First-
Half 2007 As Of April 24, 2008," published April 24, 2008, on
RatingsDirect, S&P calculated its projected deal-specific losses
by reviewing the individual loan-level characteristics and most
recent performance data, as described in "S&P Revises Projected
Losses For U.S. Subprime RMBS Transactions Issued In First-Half
2007," which S&P published April 24, 2008, on RatingsDirect.  Due
to current market conditions, S&P are assuming that it will take
approximately 15 months to liquidate loans in foreclosure and
approximately eight months to liquidate loans categorized as
real estate owned.  In addition, S&P are assuming a loss severity
of approximately 45% for U.S. subprime RMBS transactions issued in
2007.
     
The lowered ratings reflect S&P's assessment of credit support
under three constant prepayment rate scenarios.  The first
scenario utilizes the lower of the lifetime or 12-month CPR, while
the second utilizes a 6% CPR, which is very slow by historical
standards.  The third scenario uses a prepayment rate that is
equal to two times the lower of the lifetime or 12-month CPR.  S&P
incorporated a third CPR scenario into its cash flow analysis
to account for potential increases in prepayments, which may occur
from normal increases typically found in the seasoning of pools
combined with a chance that governmental proposals, if adopted,
may lead to increased CPRs.

We assumed a constant default rate for each pool.  Because the
analysis focused on each individual class with varying maturities,
prepayment scenarios may cause an individual class or the
transaction itself to prepay in full before it incurs the entire
loss projection.  Slower prepayment assumptions lengthen the
average life of the mortgage pool, which increases the likelihood
that total projected losses will be realized.  The longer a class
remains outstanding, however, the more excess spread it generates.
     
Standard & Poor's has updated its projected excess spread to
account for the recent cuts in U.S. interest rates.  Standard &
Poor's recently announced that it will discount a portion of
excess spread to account for potential interest rate modifications
in an upwardly sloping mortgage rate environment.  An interest
rate modification may extend the initial fixed-rate period of a
mortgage loan to five years from two and three years.  The
reduction in interest rates has effectively extended the initial
interest rates beyond the interest rate reset period.  As a result
of the reduction in excess spread, many loan modifications may no
longer be needed.  Standard & Poor's has updated its assumptions
on excess spread to reflect the current environment.
     
To assess the creditworthiness of each class, S&P reviewed the
individual delinquency and loss trends of each transaction for
changes, if any, in risk characteristics, servicing, and the
ability to withstand additional credit deterioration.  For
mortgage pools that are continuing to show increasing
delinquencies, S&P increased its cash flow stresses to account for
potential increases in monthly losses.  

In order to maintain a rating higher than 'B', a class had to
absorb losses in excess of the base case assumption S&P assumed in
its analysis.  For example, a class may have to withstand 115% of
its base case loss assumption in order to maintain a 'BB' rating,
while a different class may have to withstand 125% of our base
case loss assumption to maintain a 'BBB' rating.  Each class that
has an affirmed 'AAA' rating can withstand approximately 150% of
its base case loss assumptions under its analysis, subject to
individual caps assumed on specific transactions.  S&P determined
the caps by limiting the amount of remaining defaults to 90% of
the current pool balances.

A combination of subordination, excess spread, and
overcollateralization provide credit support for the affected
transactions.  The underlying collateral for these deals consists
of fixed- and adjustable-rate U.S. subprime mortgage loans that
are secured by first and second liens on one- to four-family
residential properties.
     
To date, including the classes listed below and actions on both
publicly and confidentially rated classes, S&P have resolved the
CreditWatch placements of the ratings on 2,463 classes from 417
U.S. RMBS subprime transactions from the 2006 and 2007 vintages.  
Currently, S&P's ratings on 693 classes from 111 U.S. RMBS
subprime transactions from the 2006 and 2007 vintages are on
CreditWatch negative.
     

                         Ratings Lowered

    ACE Securities Corp. Home Equity Loan Trust Series 2007-HE1
                         Series 2007-HE1

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-9        00443LAP3     CC             CCC

    ACE Securities Corp. Home Equity Loan Trust Series 2007-WM2
                          Series 2007-WM2

                                         Rating
                                         ------
          Class      CUSIP         To             From
          -----      -----         --             ----
          M-8        00442KAN1     CC             CCC
          M-9        00442KAP6     CC             CCC

        First Franklin Mortgage Loan Trust Series 2007-FF2
                          Series 2007-FF2

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        32029GAN4     CC             CCC
           B-3        32029GAP9     CC             CCC
           B-4        32029GAQ7     CC             CCC

                  Home Equity Asset Trust 2007-2
                           Series 2007-2

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-8        43710KAN6     CC             CCC
           M-9        43710KAP1     CC             CCC

                     RASC Series 2007-KS1 Trust
                           Series 2007-KS1

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            B          74924SAP1     CC             CCC

                   Terwin Mortgage Trust 2007-4HE
                          Series 2007-4HE

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-4        88157QAE8     CC             CCC

       Ratings Lowered and Removed from Creditwatch Negative

    ACE Securities Corp. Home Equity Loan Trust Series 2007-HE1
                          Series 2007-HE1

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            A-1        00443LAA6     AA             AAA/Watch Neg
            A-2D       00443LAE8     AA             AAA/Watch Neg
            M-1        00443LAF5     BB             AA+/Watch Neg
            M-2        00443LAG3     B+             AA+/Watch Neg
            M-3        00443LAH1     B              AA/Watch Neg
            M-4        00443LAJ7     B-             AA-/Watch Neg

    ACE Securities Corp. Home Equity Loan Trust Series 2007-WM2
                           Series 2007-WM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        00442KAA9     BB             AAA/Watch Neg
           A-2B       00442KAC5     A              AAA/Watch Neg
           A-2C       00442KAD3     BBB            AAA/Watch Neg
           A-2D       00442KAE1     BB             AAA/Watch Neg
           M-1        00442KAF8     B              AA+/Watch Neg
           M-2        00442KAG6     B-             AA-/Watch Neg

                       C-BASS 2007-CB1 Trust
                          Series 2007-CB1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        1248MGAR5     A              AA/Watch Neg
           M-3        1248MGAS3     BBB            AA/Watch Neg

           CWABS Asset-Backed Certificates Trust 2007-2
                           Series 2007-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        12668NAG2     A              AA-/Watch Neg

            CWABS Asset-Backed Certificates Trust 2007-5
                             Series 2007-5

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        12668KAG8     BBB            AA/Watch Neg

            CWABS Asset-Backed Certificates Trust 2007-6
                           Series 2007-6

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-1        12669LAF7     AA             AA+/Watch Neg
            M-2        12669LAG5     BBB            AA/Watch Neg

         First Franklin Mortgage Loan Trust Series 2007-FF2
                           Series 2007-FF2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            A-1        32029GAA2     BB             AAA/Watch Neg
            A-2C       32029GAD6     BB             AAA/Watch Neg
            A-2D       32029GAE4     BB             AAA/Watch Neg
            M-1        32029GAF1     B              AA+/Watch Neg
            M-2        32029GAG9     CCC            AA-/Watch Neg
            M-3        32029GAH7     CCC            B/Watch Neg

                   Home Equity Asset Trust 2007-2
                            Series 2007-2

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            1-A-1      43710KAA4     BBB            AAA/Watch Neg
            2-A-3      43710KAD8     AA             AAA/Watch Neg
            2-A-4      43710KAE6     BBB            AAA/Watch Neg
            M-1        43710KAF3     BB             AA+/Watch Neg
            M-2        43710KAG1     B              AA/Watch Neg
            M-3        43710KAH9     CCC            B/Watch Neg

           HSI Asset Securitization Corp. Trust 2007-HE1
                           Series 2007-HE1

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-2        40430FAG7     BBB            AA/Watch Neg
            M-3        40430FAH5     BB             BBB/Watch Neg

           NovaStar Mortgage Funding Trust Series 2007-1
                           Series 2007-1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-2        669971AG8     A              AA/Watch Neg

                    RASC Series 2007-KS1 Trust
                          Series 2007-KS1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1S       74924SAE6     A+             AA+/Watch Neg
           M-2S       74924SAF3     BB             AA/Watch Neg
           M-3S       74924SAG1     B+             AA-/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2007-BR1
                          Series 2007-BR1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-1        81378KAE9     BBB            AA+/Watch Neg
            M-2        81378KAF6     B              AA/Watch Neg

    Structured Asset Securities Corporation Mortgage Loan Trust
                      2007-BC2 Series 2007-BC2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M1         86362YAF3     AA             AA+/Watch Neg
           M2         86362YAG1     BBB            AA-/Watch Neg

                  Terwin Mortgage Trust 2007-4HE
                          Series 2007-4HE

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        88157QAA6     AA             AAA/Watch Neg
           A-2        88157QAK4     BBB            AAA/Watch Neg
           A-3        88157QAL2     BB             AAA/Watch Neg
           M-1        88157QAB4     B              AA/Watch Neg

     WaMu Asset-Backed Certificates WaMu Series 2007-HE2 Trust
                         Series 2007-HE2

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            I-A        92926SAA4     A              AAA/Watch Neg
            II-A3      92926SAD8     AA             AAA/Watch Neg
            II-A4      92926SAE6     A              AAA/Watch Neg
            M-1        92926SAF3     BB             AA+/Watch Neg
            M-2        92926SAG1     B              AA/Watch Neg

       Ratings Affirmed and Removed from Creditwatch Negative

               Accredited Mortgage Loan Trust 2007-1
                           Series 2007-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M3         00438QAG9     AA             AA/Watch Neg

    ACE Securities Corp. Home Equity Loan Trust Series 2007-HE1
                           Series 2007-HE1

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            A-2A       00443LAB4     AAA            AAA/Watch Neg
            A-2B       00443LAC2     AAA            AAA/Watch Neg
            A-2C       00443LAD0     AAA            AAA/Watch Neg

     ACE Securities Corp. Home Equity Loan Trust Series 2007-WM2
                          Series 2007-WM2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-2A       00442KAB7     AAA            AAA/Watch Neg

          Carrington Mortgage Loan Trust Series 2007-FRE1
                           Series 2007-FRE1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M1         144527AE8     AA+            AA+/Watch Neg
            M2         144527AF5     AA             AA/Watch Neg
            M3         144527AG3     B              B/Watch Neg

          Carrington Mortgage Loan Trust Series 2007-RFC1
                         Series 2007-RFC1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-1        144526AE0     AA+            AA+/Watch Neg
            M-2        144526AF7     AA             AA/Watch Neg

                       C-BASS 2007-CB1 Trust
                          Series 2007-CB1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           AF-1a      1248MGAJ3     AAA            AAA/Watch Neg
           AF-1b      1248MGAX2     AAA            AAA/Watch Neg
           AF-2       1248MGAK0     AAA            AAA/Watch Neg
           AF-3       1248MGAL8     AAA            AAA/Watch Neg
           AF-4       1248MGAM6     AAA            AAA/Watch Neg
           AF-5       1248MGAN4     AAA            AAA/Watch Neg
           AF-6       1248MGAP9     AAA            AAA/Watch Neg
           M-1        1248MGAQ7     AA+            AA+/Watch Neg

  C-BASS Mortgage Loan Asset-Backed Certificates Series 2007-SP1
                           Series 2007-SP1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            A-1        1248MAAA5     AAA            AAA/Watch Neg
            A-2        1248MAAB3     AAA            AAA/Watch Neg
            A-3        1248MAAC1     AAA            AAA/Watch Neg
            A-4        1248MAAD9     AAA            AAA/Watch Neg
            M-1        1248MAAE7     AA+            AA+/Watch Neg
            M-2        1248MAAF4     AA+            AA+/Watch Neg
            M-3        1248MAAG2     AA+            AA+/Watch Neg
            M-4        1248MAAJ6     AA+            AA+/Watch Neg
            M-5        1248MAAL1     AA+            AA+/Watch Neg
            M-6        1248MAAN7     AA+            AA+/Watch Neg
            M-7        1248MAAQ0     AA             AA/Watch Neg
            M-8        1248MAAS6     AA-            AA-/Watch Neg

             Citigroup Mortgage Loan Trust 2007-WFHE2
                        Series 2007-WFHE2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M1         17312BAE2     AA+            AA+/Watch Neg
           M2         17312BAF9     AA             AA/Watch Neg

            CWABS Asset-Backed Certificates Trust 2007-2
                           Series 2007-2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-1        12668NAF4     AA+            AA+/Watch Neg
            M-3        12668NAH0     B              B/Watch Neg

           CWABS Asset-Backed Certificates Trust 2007-3
                          Series 2007-3

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            1-A        12668UAD3     AAA            AAA/Watch Neg
            2-A-1      12668UAE1     AAA            AAA/Watch Neg
            2-A-2      12668UAF8     AAA            AAA/Watch Neg
            2-A-3      12668UAG6     AAA            AAA/Watch Neg
            2-A-4      12668UAH4     AAA            AAA/Watch Neg
            M-1        12668UAJ0     AA+            AA+/Watch Neg
            M-2        12668UAK7     BB             BB/Watch Neg
            M-3        12668UAL5     B              B/Watch Neg

            CWABS Asset-Backed Certificates Trust 2007-5
                           Series 2007-5

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1        12668KAF0     AA+            AA+/Watch Neg
           M-3        12668KAH6     B              B/Watch Neg

           CWABS Asset-Backed Certificates Trust 2007-6
                           Series 2007-6

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-3        12669LAH3     B              B/Watch Neg

           CWABS Asset-Backed Certificates Trust 2007-BC1
                              Series 2007-1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-4        12668TAJ3     BB             BB/Watch Neg
            M-5        12668TAK0     B              B/Watch Neg

         First Franklin Mortgage Loan Trust Series 2007-FF2
                          Series 2007-FF2

                                          Rating
                                          ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-2A       32029GAB0     AAA            AAA/Watch Neg
           A-2B       32029GAC8     AAA            AAA/Watch Neg

                  Home Equity Asset Trust 2007-2
                           Series 2007-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           2-A-1      43710KAB2     AAA            AAA/Watch Neg
           2-A-2      43710KAC0     AAA            AAA/Watch Neg

           HSI Asset Securitization Corp. Trust 2007-HE1
                          Series 2007-HE1

                                           Rating
                                           ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            I-A-1      40430FAA0     AAA            AAA/Watch Neg
            II-A-1     40430FAB8     AAA            AAA/Watch Neg
            II-A-2     40430FAC6     AAA            AAA/Watch Neg
            II-A-3     40430FAD4     AAA            AAA/Watch Neg
            II-A-4     40430FAE2     AAA            AAA/Watch Neg
            M-1        40430FAF9     AA+            AA+/Watch Neg
            M-4        40430FAJ1     B              B/Watch Neg

           Morgan Stanley Home Equity Loan Trust 2007-2
                            Series 2007-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           A-1        61752UAA3     AAA            AAA/Watch Neg
           A-2        61752UAB1     AAA            AAA/Watch Neg
           A-3        61752UAC9     AAA            AAA/Watch Neg
           A-4        61752UAD7     AAA            AAA/Watch Neg
           M-1        61752UAE5     AA+            AA+/Watch Neg
           M-2        61752UAF2     AA             AA/Watch Neg
           M-3        61752UAG0     B              B/Watch Neg

             Nationstar Home Equity Loan Trust 2007-A
                            Series 2007-A

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-1        63860HAE9     AA+            AA+/Watch Neg
            M-2        63860HAF6     AA             AA/Watch Neg
            M-3        63860HAG4     AA-            AA-/Watch Neg

            NovaStar Mortgage Funding Trust Series 2007-1
                            Series 2007-1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            M-1        669971AF0     AA+            AA+/Watch Neg
            M-3        669971AH6     B              B/Watch Neg

                      RASC Series 2007-KS1 Trust
                           Series 2007-KS1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            A-1        74924SAA4     AAA            AAA/Watch Neg
            A-2        74924SAB2     AAA            AAA/Watch Neg
            A-3        74924SAC0     AAA            AAA/Watch Neg
            A-4        74924SAD8     AAA            AAA/Watch Neg
            M-4        74924SAH9     B              B/Watch Neg

      Securitized Asset Backed Receivables LLC Trust 2007-BR1
                          Series 2007-BR1

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            A-1        81378KAA7     AAA            AAA/Watch Neg
            A-2A       81378KAB5     AAA            AAA/Watch Neg
            A-2B       81378KAC3     AAA            AAA/Watch Neg
            A-2C       81378KAD1     AAA            AAA/Watch Neg

                Soundview Home Loan Trust 2007-NS1
                          Series 2007-NS1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-1        83612QAE8     AA+            AA+/Watch Neg
           M-2        83612QAF5     AA             AA/Watch Neg
           M-3        83612QAG3     B              B/Watch Neg

  Structured Asset Securities Corp. Mortgage Loan Trust 2007-BC2
                          Series 2007-BC2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            A1         86362YAA4     AAA            AAA/Watch Neg
            A2         86362YAB2     AAA            AAA/Watch Neg
            A3         86362YAC0     AAA            AAA/Watch Neg
            A4         86362YAD8     AAA            AAA/Watch Neg
            A5         86362YAE6     AAA            AAA/Watch Neg
            M3         86362YAH9     B              B/Watch Neg

     WaMu Asset-Backed Certificates WaMu Series 2007-HE2 Trust
                          Series 2007-HE2

                                          Rating
                                          ------
            Class      CUSIP         To             From
            -----      -----         --             ----
            II-A-1     92926SAB2     AAA            AAA/Watch Neg
            II-A-2     92926SAC0     AAA            AAA/Watch Neg


* S&P's Current Non-Default Ratings of US Corporates Falls by 23
----------------------------------------------------------------
S&P's current ratings universe of U.S. corporates that are not in
default decreased by 23 to 3,174 at the end of the first quarter
of 2008 from 3,197 at the end of 2007, according to an article
published by Standard & Poor's.  The report, titled, "U.S.
Ratings Distribution: Glut Of Low-Rated Issuers Could Mean
Escalating Default Rates," says that 35 speculative-grade rated
firms either defaulted or had their ratings withdrawn, and 12
firms were assigned first-time investment-grade ratings.
      
"Though credit conditions remain challenging, there have been some
initial signs of improvement for corporate bond prices; both the
high-yield and investment-grade markets have rallied since mid-
March," said Diane Vazza, head of Standard & Poor's Global Fixed
Income Research Group.  "Reported earnings for S&P 500 firms in
the first quarter have also been relatively healthy for most
corporate sectors, with financials the main exception."
     
There has been a significant slowdown in the rate of new entrants,
as the challenging credit environment has not been supportive of
new issuers or new debt offerings.  In the first quarter of 2008,
there were only 29 new entrants to the rated population, down from
98 in the first quarter of 2007.  This is the slowest first
quarter by newly rated issuers since 1991.  The tightening of
lending standards in both the bond and bank lending markets may
block smaller, speculative-grade firms from accessing capital.  
The number of high-yield firms decreased to 1,600 from 1,635, as
firms defaulted or ratings were withdrawn, though the total share
of high-yield issuance is still over 50%.
     
Ms. Vazza added, "With profits still at risk within a weaker
economic environment, we foresee a continued slide in credit
quality, with downgrades outpacing upgrades in both investment
grade and high yield, as well as an increase in the trailing-12
month speculative-grade default rate to 4.7% by the end of the
first quarter of 2009."


* S&P Says Sharpened Top-Down Focus on Risk Mngt. is Essential
--------------------------------------------------------------
As markets slump and reports of new write-downs appear daily, a
sharpened top-down focus on risk management and a commitment to
integrate risk management vertically throughout an enterprise are
essential, according to an article published by Standard & Poor's
Ratings Services.  The article, which is titled "Enterprise Risk
Management: More Important, But Still No Panacea," says that in
short, enterprise risk management--both as a philosophy and a
discipline--is becoming a necessity, not an option.
     
S&P believe that employing sound ERM practices will improve
companies' financial profiles.  For more than a decade, ERM's
tools and skills and the structure ERM imparts have helped
companies and their managements identify, select, and mitigate a
range of cross-functional and aggregated risks.  ERM has evolved
into a valuable tool that helps inform and direct management
decisions.  It can help managements to evaluate financial
performance, improve product design and pricing, and guide
strategic decision-making.  Sound ERM practices can also help
firms optimize their returns for the level of risk they take.  And
over the past few years, ERM has even become an analytical tool
that can help financial and ratings analysts better understand
connections among a firm's various risks.
     
However, having ERM in place is not a guarantee that a firm can
predict or avoid losses, nor is it a method to eliminate all
risks.  For example, the recent record losses at a number of banks
and at some insurers have required significant recapitalizations
to preserve creditworthiness.  These events have revealed
limitations and potential shortcomings in these firms' risk-
management function.  Such losses also point to the need for
improvements in measuring and monitoring risk and in the
governance structure overseeing risk exposure and tolerance.
     
ERM at its best has already sharply reduced the possibility that
companies will have outsize losses.  It also tries to maximize
revenue given the associated level of risk.  A tangible benefit of
our ERM analysis is that it provides us with a more consistent
framework to assess not just a rating but also how effectively
companies can strategically mitigate their risks.


* Massachusetts Q1 2008 Foreclosures Break Another Record
---------------------------------------------------------
ForeclosuresMass.com released its latest Massachusetts Market
Analysis Report, which analyzes data through the end of the first
quarter of 2008 (March 31, 2008).  The report revealed that
Massachusetts foreclosure rates continue to hit new record levels
with each passing month. Q1 2008 saw lenders initiate foreclosure
action against the homeowners of 9,114 properties, a 37.59 percent
increase over Q1 2007 and the 3rd consecutive record-breaking
quarter.

"Despite all of the attention being given to the foreclosure
issue, nothing has changed. In fact, things have gotten worse,"
said Jeremy Shapiro, president and co-founder of
ForeclosuresMass.com.  "Homeowners facing foreclosure should not
wait for a miracle cure to this problem; rather they should seek
the help of qualified professionals to help them avoid
foreclosure."  ForeclosuresMass.coms educational programs help
investors, real estate agents and mortgage brokers learn the ins
and outs of dealing with foreclosure situations.

ForeclosuresMass.com attributes the foreclosure increase to a
"perfect storm" of factors.  The pressures put on property owners
include the effects of adjustable rate mortgages, sub-prime and
other 'exotic' loans, the distressed lending market, decreased
property values, substantially increased gasoline and home heating
costs, and the slumping economy.

The ForeclosuresMass.com Q1 2008 Market Analysis Report shows that
foreclosures are up in 271 of the states 351 communities, with 73
communities experiencing at least a 75 percent jump in foreclosure
filings in the past 12 months.  Overall, 32,349 homeowners faced
foreclosure in the past 12 months, a statewide increase of 44.78
percent.

According to the ForeclosuresMass.com report, the 1st quarter of
2008 and the 3rd and 4th quarters of 2007 set three consecutive
records for the number of foreclosure filings.

Highlights of the ForeclosuresMass.com Q1 2008 Market Analysis
Report:

   * Lenders initiated 32,349 foreclosures statewide against
     homeowners in the 12 months from April 1, 2007 to
     March 31, 2008, a year over year increase of 44.78%.

   * In the past 12 months foreclosures are up in 271 of the
     state's 351 communities, with 73 communities experiencing
     at least a 75 percent increase in filings.

   * Q1 2008 saw 9,114 filings, the single highest quarter on
     record (the previous high was Q4 2007 with 8,579), and
     37.59 percent higher than Q1 2007.

   * In the past 12 months Dukes, Nantucket, Suffolk, Essex,
     and Middlesex Counties all experienced increases of at
     least 50%. Dukes County experienced a 129% increase
     (103 v. 45), Nantucket County saw a 113% increase
     (34 v. 16), Suffolk County had a 63% increase (3,974 v.
     2,435), Essex County filings jumped by 59% (4,334 v.
     2,725), and Middlesex County experienced a 52% increase
     (5,121 v. 3,366).

   * In the past 12 months 4 communities with at least
     10 foreclosures have seen their rates triple: Nahant
     (240% increase, 17 v. 5), West Springfield (224% increase,
     81 v. 25), Oak Bluffs (217% increase, 38 v. 12) and
     Belmont (200% increase, 36 v. 12).

   * In the past 12 months 25 communities with at least
     10 foreclosures have seen their rates double: Framingham
     (168%), Berlin (150%), Tisbury (150%), Boxborough (144%),
     Chelsea (143%), Weston (138%), Hardwick (136%), Milford
     (136%), Douglas (130%), Eastham (123%), Dalton (114%),
     Freetown (114%), Medfield (114%), Nantucket (113%),
     Winthrop (113%), Ware (108%), Mendon (107%), North
     Brookfield (106%), Foxborough (106%), Medway (106%),
     Millis (105%), Everett (103%), Revere (102%), Edgartown
     (100%), Phillipston (100%).

                  About ForeclosuresMass.com

ForeclosuresMass.com provides Massachusetts foreclosure data for
investors, real estate professionals and mortgage brokers.  
Through its Web site -- http://www.ForeclosuresMass.com/--  
members gain immediate access to the most current and detailed
foreclosure information available in the marketplace.  Previously
this data has been available only to brokers, investment
professionals, or those able to do the time-consuming research.

ForeclosuresMass.com was founded to take the "distress" out of
purchasing distressed properties.  Often, ForeclosuresMass.com
members learn of properties weeks or months before public notices
are issued and are able to purchase a property long before it
reaches auction stage, providing a "win-win" outcome for both
property owner and new buyer.


* Kilpatrick Stockton and Muldoon Murphy Join Forces
----------------------------------------------------
Kilpatrick Stockton LLP and Muldoon Murphy & Aguggia jointly
disclosed a merger of the two firms, which took effect on May 7,
2008.  The combined firm will be known as Kilpatrick Stockton.     

According to the press release, the combination of the two firms
brings together many of the nation's leading attorneys
representing financial institutions and businesses across a broad
spectrum of industries.

Paul Aguggia, who served as Muldoon Murphy & Aguggia Chairman,
will head Kilpatrick Stockton's Financial Institutions Team in its
Corporate Department.  Mr. Aguggia, along with all 22 attorneys
and 13 staff at Muldoon Murphy & Aguggia, will join Kilpatrick
Stockton's Washington, DC office located on 14th Street Northwest.

"It is clear that both firms share a combined focus on delivering
the high-quality service that our clients are accustomed to," said
Paul Aguggia.  "Clients joining Kilpatrick Stockton from Muldoon
Murphy & Aguggia will have the benefit of extensive resources and
nearly 500 attorneys, including over 100 corporate attorneys,
offering services ranging from intellectual property, litigation,
real estate, fund formation to employee benefits to name a few.  
We are thrilled to be joining one of the nation's leading, full-
service law firms."

Based on a leading trade publication's 2007 tables for the number
of financial institution merger and acquisition transactions
handled by law firms in the United States, the combined firm
would be ranked seventh in number of deals nationwide.  "Muldoon
Murphy & Aguggia, a recognized leader in the marketplace for
providing outstanding service to financial institutional clients
across the country, will complement Kilpatrick Stockton's overall
range of services," said Bill Dorris, Co-Managing Partner,
Kilpatrick Stockton.

"This joining of forces is a win-win for Kilpatrick Stockton
clients who will now have access to enhanced expertise in the
financial services arena including increased depth in corporate
transactional and securities experience.  Clients, attorneys and
staff in the combined firm will benefit greatly from this
strategic partnership."

Kilpatrick Stockton's Washington, DC office, which opened in 1976,
has approximately 60 attorneys following completion of the merger.

"I am particularly excited about the positive impact this group of
leading lawyers will have on our Washington, DC office," said
Steve Baskin, Washington, DC Managing Partner.  "Their outstanding
practice not only strengthens the breadth of services the DC
office provides but they bring a shared tradition of outstanding
client service, giving back to the community and leadership in the
legal arena."

Barry Romm, of Klein, Landau & Romm, one of the oldest continually
operating legal search firms in the United States, played a key
role in bringing Kilpatrick Stockton and Muldoon Murphy & Aguggia
together.

                   About Muldoon Murphy & Aguggia

The Washington, D.C. firm of Muldoon Murphy & Aguggia, which was
founded in 1968, is a law firm that represents financial services
companies.  Over the last decade the firm's client base has
expanded to include businesses of all sizes and characteristics in
a variety of industries.  The firm's specialization in the
practice areas of corporate, finance and securities law provides a
unique level of experience and depth of knowledge.

                     About Kilpatrick Stockton

Kilpatrick Stockton LLP -- http://www.kilpatrickstockton.com/--  
is a full-service international law firm with nearly 500 attorneys
in nine offices across the globe: Atlanta and Augusta, GA;
Charlotte, Raleigh and Winston-Salem, NC; New York, NY;
Washington, DC; London, England; and Stockholm, Sweden.   
Kilpatrick Stockton's delivery of innovative business solutions
provides results-oriented counsel for corporations, from the
challenging demands of financial transactions and securities to
the disciplines of intellectual property management.  
Collaboration among Kilpatrick Stockton's corporate, litigation
and intellectual property attorneys provides knowledgeable and
proactive guidance for companies at every stage of the business
life cycle.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
May 13-16, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Litigation Skills Symposium
         Tulane University, New Orleans, Louisiana
            Contact: 1-703-739-0800; http://www.abiworld.org/

May 15-16, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Fifth Annual Conference on Distressed Investing Europe
         Maximizing Profits in the European
            Distressed Debt Market
               Le Meridien Piccadilly Hotel - London
                  Contact: 800-726-2524; 903-595-3800;
                     http://www.renaissanceamerican.com/

May 18-20, 2008
   INTERNATIONAL BAR ASSOCIATION
      14th Annual Global Insolvency & Restructuring Conference
         Stockholm, Sweden
            Contact: http://www.ibanet.org/

May 21, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      What Happened to My Money - The Restructuring of a Loan
         Servicer
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

                   Featured Conferences

Beard Conferences presents:

May 15-16, 2008
    Fifth Annual Conference on Distressed Investing Europe
       Maximizing Profits in the European Distressed Debt Market
          Le Meridien Piccadilly Hotel - London
             Brochure available soon!

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  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.

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