TCR_Public/080527.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Tuesday, May 27, 2008, Vol. 12, No. 125

                             Headlines

AFFINITY GROUP: Possible Covenant Breach Cues S&P's Rating Cuts
AMERICAN APPAREL: Board Approves Repurchase of $25MM Common Stock
AMERICAN LAFRANCE: Can Hire Polsinelli Shalton as Co-Counsel
AMERICAN RESERVE: A.M. Best Assigns 'bb' Issuer Credit Rating
AMERICAN ROCK: Improved Credit Metrics Cue S&P to Change Outlook

AMERICAN SOIL: March 31 Balance Sheet Upside-Down by $431,831
AMERICAN UNITY: March 31 Balance Sheet Upside-Down by $1,802,873
BANC OF AMERICA: Fitch Holds 'C/DR6' Rating on $5.6MM Cl. O Certs.
BANC OF AMERICA: Stable Performance Cues Fitch to Affirm Ratings
BEACH LANE: Court Approves Backenroth Frankel as Bankr. Counsel

BHM TECHNOLOGIES: Wants to Employ Alixpartners as Advisors
BHM TECHNOLOGIES: Wants to Employ Kurtzman as Claims Agent
BHM TECHNOLOGIES: Wants to Employ Pepper Hamilton as Counsel
BIOJECT MEDICAL: Bid Price Non-compliance Cues Stocks Delisting
BON-TON STORES: Paying 5 Cents Per Share to Shareholders on Aug. 1

BRIDGEWATER POINTE: Can Hire Magee Foster as Bankruptcy Counsel
BUILDING MATERIALS: S&P Affirms 'B+' Corporate Credit Rating
CARDIMA INC: Posts $2,316,000 Net Loss in 2008 First Quarter
CGCMT 2006-FL2: Fitch Puts 'BB+' Rating Under Negative Watch
CHARYS HOLDING: Wants Until October 11 to File Chapter 11 Plan

CKRUSH INC: March 31 Balance Sheet Upside-Down by $10,781,823
CV THERAPEUTICS: VP Amends Trading Plan & Approves Sale of Shares
DANNY WOODS: Voluntary Chapter 11 Case Summary
DANNY NICHOLSON: Voluntary Chapter 11 Case Summary
DIANE DICIURCIO: Voluntary Chapter 11 Case Summary

DISH NETWORK: Moody's Rates Echostar's $750MM Bond Offering Ba3
ENTERGY NEW: Fitch Revises Outlook to Positive from Stable
ESMARK INC: Files Annual Report, Expects Nasdaq Rules Compliance
ETHOS ENVIRONMENTAL: Posts $585,839 Net Loss in 2008 First Quarter
EUGENE RICCI: Voluntary Chapter 11 Case Summary

EXCO RESOURCES: S&P Affirms 'B' Corporate Credit Rating
FERRELLGAS PARTNERS: Moody's Affirms Ba3 CRF; Outlook Negative
FORGITRON LLC: Gets Green Light to Borrow $165,000 from KeyBank
GLOBAL BEVERAGE: March 31 Balance Sheet Upside-Down by $5,179,439
GENERAL MOTORS: Ends Work Stoppage in 30 North American Plants

GOEN TECHNOLOGIES: Files for Chapter 11 Protection in New Jersey
HARBOUR WALK PRESERVE: Voluntary Chapter 11 Case Summary
HAWAIIAN TELCOM: PUC Denies Request to Increase Borrowing Capacity
HEALTHSOUTH CORP: Reduces High Cost Debt to $2 Billion by Q4 2007
HEARTLAND INC: Earns $401,756 in 2008 First Quarter Ended March 31

HERITAGE WORLDWIDE: Posts $817,868 Net Loss in Qtr. Ended March 31
HOOP HOLDINGS: Pepper Hamilton Approved as Panel's Del. Counsel
HORACE MANN: A.M. Best Affirms 'bb' Rating on Preferred Stock
HORIZON LINES: S&P Holds Ratings and Changes Outlook to Negative
HSI ASSET: S&P Slashes Certificates Rating to 'D' from 'CC'

IMPLANT SCIENCES: Posts $1,528,000 Net Loss in Qtr. Ended March 31
INDALEX HOLDINGS: Completes Amended and Restated Credit Deal
INTEGRATED MEDIA: March 31 Balance Sheet Upside-Down by $7,572,803
ISABEL RABBANI: Case Summary & 5 Largest Unsecured Creditors
ISCO INTERNATIONAL: Inks Funding Pact, Realigns Board & Management

JEANNINE A. GRIFFON: Case Summary & 2 Largest Unsecured Creditors
JEFF Y. WER: Case Summary & 20 Largest Unsecured Creditors
JEFFERSON COUNTY: Bankers Involved in Swap Deals Under Probe
JHCI ACQUISITION: S&P Places 'B' Rating Under Negative CreditWatch
JOHN H. BUXELL: Case Summary & 20 Largest Unsecured Creditors

JOHN T. DRISCOLL: Case Summary & 13 Largest Unsecured Creditors
JOSE RUSSE: Case Summary & 10 Largest Unsecured Creditors
JOSEPH T. BUBONIC: Case Summary & 2 Largest Unsecured Creditors
JOSEPH F. CONNERS: Voluntary Chapter 11 Case Summary
JUSTIN BUNNELL: Case Summary & Largest Unsecured Creditor

JUSTIN DAVIS ENTERPRISES: Voluntary Chapter 11 Case Summary
KINGSLEY CAPITAL: Case Summary & Nine Largest Unsecured Creditors
LIBERTY MUTUAL: A.M. Best Puts 'bb+' Rating on $1.25BB Debentures
LIFE SCIENCES: Five Directors Re-elected at Shareholders Meeting
L TERSIGNI: Court Appoints Hugh Ray as Examiner to Probe Firm

LINENS N THINGS: Section 341(a) Meeting Scheduled for June 10
MERRILL LYNCH: Names Doug Mallach to Liquidate Bad Assets
MIRANT CORP: AER-Alliance Lawsuit Denied Over Litigation Expenses
MONTE CARLO: Case Summary & 20 Largest Unsecured Creditors
NEW YORK HEALTH: March 31 Balance Sheet Upside-Down by $2,759,357

ONONDAGA COUNTY: S&P Chips Bond Rating to BB- on Weak Financial
ORBITZ WORLDWIDE: S&P Revises Outlook to Neg. and Holds All Rtngs.
PLASTECH ENGINEERED: Roush Insists Entitlement to Molds
PNM RESOURCES: Moody's Confirms Ba2 Senior Unsecured Ratings
PRC LLC: Wants to Employ Grant Thornton as Accountants

PRIMUS TELECOMMUNICATIONS: Reduces Debt by $63.2 Million
QUAKER DEVELOPMENT: Voluntary Chapter 11 Case Summary
RMIW LLC: Case Summary & Seven Largest Unsecured Creditors
RURAL/METRO CORP: Moody's Holds Sr. Discount Notes' Rating at Caa1
RURAL/METRO CORP: Moody's Upgrades Sr. Sub. Notes' Ratings to B2

RITE AID: Fitch Assigns 'CCC/RR6' Rating on $150MM Conv. Notes
RUTLAND RATED: Fitch Withdraws 'BB' Rating on $60 Million Notes
SCOTTISH RE: S&P Junks Counterparty Credit and FS Ratings
SPEEDWAY MOTORSPORTS: Moody's Reviewing Ba1 CFR for Downgrade
TRAILER BRIDGE: S&P Affirms 'B-' Long-Term Corp. Credit Rating

US FARMS: March 31 Balance Sheet Upside-Down by $2,539,455
VERTIS INC: 2nd Lien Noteholders Approve Forbearance Deal Changes
WELWIND ENERGY: Posts C$590,030 Net Loss in 2008 First Quarter
WEST CORP: Additional $134MM Loan Prompts S&P to Hold 'BB-' Rating
WOLF HOLLOW: Moody's Keeps B2 Rating on Review for Downgrade

WIREFREE PARTNERS: Fitch Holds 'BB+' Rating and Removes Neg. Watch
WORLDGATE COMMS: March 31 Balance Sheet Upside-Down by $3,486,000

* S&P Chips Ratings on 69 Tranches from 18 Cash Flow & Hybrid CDOs

* New York and Delaware Bankruptcy Courts Still Heavily Favored

* Large Companies with Insolvent Balance Sheets

                             *********

AFFINITY GROUP: Possible Covenant Breach Cues S&P's Rating Cuts
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered all its ratings on
Affinity Group Holding Inc. and its operating subsidiary, Affinity
Group Inc., including its corporate credit rating, to 'B-' from
'B'.  At the same time, S&P placed all ratings on CreditWatch with
negative implications.  The Ventura, California-based direct
marketing company had $406.6 million of debt outstanding as of
March 31, 2008.
     
"The downgrade reflects our concern about the company's possible
covenant violation from further deterioration in EBITDA," said
Standard & Poor's credit analyst Tulip Lim, "and the decline in
operating performance from the effects of the weak economy."


AMERICAN APPAREL: Board Approves Repurchase of $25MM Common Stock
-----------------------------------------------------------------
American Apparel Inc.'s board of directors has authorized the
repurchase of up to an aggregate of $25 million of its outstanding
common stock.

It is expected that repurchases will be made from time to time on
the open market at prevailing market prices or in negotiated
transactions off the market.  The repurchase program is expected
to continue over the next twelve months unless extended or
shortened by the board.

The actual number and timing of share repurchases will be
determined at American Apparel's discretion and will be subject to
market conditions, applicable legal requirements and other
factors.

"This share repurchase program reflects the confidence we have in
our business and our commitment to preserving shareholder value,"
Adrian Kowalewski, American Apparel's director of corporate
finance and development, said.  "By authorizing this repurchase
program, it is our intent to address some of the dilution from the
warrant redemption completed in March of this year,"

                    About American Apparel Inc.

Based in Los Angeles, California, American Apparel Inc. (AMEX:APP)
-- http://www.americanapparel.net/-- fka Endeavor Acquisition  
Corp, is a manufacturer, distributor, and retailer of branded
fashion basic apparel.  As of May 15, 2008, American Apparel
employed more than 7,000 people and operated 187 retail stores in
15 countries, including the United States, Canada, Mexico, United
Kingdom, Belgium, France, Germany, Italy, the Netherlands, Sweden,
Switzerland, Israel, Australia, Japan and South Korea. American
Apparel also operates a wholesale business that supplies high
quality T-shirts and other casual wear to distributors and screen
printers.  In addition to its retail stores and wholesale
operations, American Apparel operates an online retail e-commerce
website at http://store.americanapparel.net.

                               Waiver

As reported in the Troubled Company Reporter on May 26, 2008,
American Apparel Inc. received a waiver from the LaSalle Bank for
its covenant violation under a revolving credit facility.  
American Apparel failed to meet certain covenants under its credit
facility with the bank and private investment firm as at March 31,
2008.


AMERICAN LAFRANCE: Can Hire Polsinelli Shalton as Co-Counsel
------------------------------------------------------------
American LaFrance, LLC, sought and obtained the authority of the
U.S. Bankruptcy Court for the District of Delaware to hire
Polsinelli Shalton Flanigan Suelthaus P.C., as its co-
counsel, nunc pro tunc to May 12, 2008.

As Christopher A. Ward ceased to be employed by Klehr Harrison
Branzburg & Ellers LLP, and has opened the Wilmington office for
Polsinelli Shalton, the Debtor determined to employ the firm
pursuant to the intimate involvement of Mr. Ward in its Chapter
11 case.  

As the Debtor's co-counsel, Polsinelli Shalton will:

   * provide legal advice with respect to the Debtor's powers and
     duties as a debtor-in-possession in its continued operation
     of its business and management of its property;

   * take necessary action to protect and preserve the Debtor's
     estate, including assisting in the prosecution of actions in
     behalf of the Debtor, the defense of any action commenced
     against the Debtor, negotiations concerning all litigation
     in which the Debtor is involved, and objecting to claims
     filed against the Debtor's estate;

   * prepare on the Debtor's behalf all necessary applications,
     motions, responses, objections, orders, reports and other
     legal papers;

   * negotiate and draft any agreements for the sale or
     purchase of assets of the Debtor, if appropriate;

   * negotiate and draft a plan of reorganization, consensual or
     otherwise, and all documents related, including the
     disclosure statements and ballots for voting;

   * take steps necessary to confirm and implement the Plan,
     including, if needed, modifications and negotiating
     financing for the Plan;

   * render other legal services for the Debtor as may be
     necessary and appropriate in the case; and

   * advise the Debtor with respect to the local rules and
     practice and procedure before the Court.

Polsinelli Shalton's principal attorneys and paralegals
designated to represent the Debtor and their current hourly rates
are:

         Professional                 Hourly Rate
         ------------                 -----------
         Christopher A. Ward             $330
         Caretta Whiteen                  125

Polsinelli Shalton's hourly rates are subject to periodic
increase in the normal course of the firm's business.  It is
Polsinelli Shalton's policy to charge its clients in all areas of
practice for all other out-of-pocket expenses incurred in
connection with the clients' case, including, telephone and
telecopier toll charges, photocopying charges, travel expenses,
expenses for working meals, computerized research, as well as
non-ordinary expenses like secretarial overtime.

Christopher A. Ward, Esq., a lawyer at Polsinelli Shalton,
discloses that to the best of his knowledge and information, the
firm does not have any connection with the Debtor or any other
significant party-in-interest and does not hold or represent any
interest adverse to the Debtor's estate.  Polsinelli Shalton is a
"disinterested person" as the term is defined pursuant to Section
101(14) of the Bankruptcy Code, Mr. Ward assures the Court.

                    About American LaFrance

Headquartered in Summerville, South Carolina, American LaFrance
LLC -- http://www.americanlafrance.com/-- is one of the
oldest fire apparatus manufacturers and one of the top six
suppliers of emergency vehicles in North America.  The company
filed for Chapter 11 protection on Jan. 28, 2008 (Bankr. D. Del.
Case No. 08-10178).  Ian T. Peck, Esq., and Abigail W. Ottmers,
Esq., at Haynes and Boone LLP, are the Debtor's proposed Lead
Counsel. Christopher A. Ward, Esq., at Klehr, Harrison, Harvey,
Branzburg & Ellers LLP, are the Debtor's proposed local counsel.  
Pepper Hamilton, LLP is the proposed counsel of the Official
Committee of Unsecured Creditors. In its schedules of assets and
debts filed Feb. 4, 2008, the Debtor disclosed $188,990,680 in
total assets and $89,065,038 in total debts.

(American LaFrance Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or             
215/945-7000).


AMERICAN RESERVE: A.M. Best Assigns 'bb' Issuer Credit Rating
-------------------------------------------------------------
A.M. Best Co. has assigned issuer credit ratings of "bb" and
affirmed the financial strength ratings of B(Fair) of American
Reserve Life Insurance Company and its two major life insurance
subsidiaries, Liberty Bankers Life Insurance Company and Mid-
Continent Preferred Life Insurance Company.  All companies are
domiciled in Edmond, Oklahoma.  The outlook assigned to the ICRs
is stable, and the outlook for the FSRs is stable.

The ratings reflect the group's modest risk-adjusted
capitalization, high proportion of interest-sensitive business and
elevated investment allocation to mortgage loans, real estate and
other alternative investments.  Liberty Bankers, the flagship
operating entity, is the group's primary marketing arm with over
$160 million in direct premiums written for 2007.  While Liberty
Bankers has experienced strong growth in fixed annuity sales over
the past few years, the ordinary life line of business has grown
only modestly.  Going forward, the company is focused on expanding
life insurance sales through a newly established life division.  A
number of new products were recently developed and filed, and
production has begun through a newly developed master general
agent network.

Although Liberty Bankers has experienced favorable operating
results over the past two years, its risk-adjusted capitalization
is modest relative to its insurance and investment risks.  This is
despite substantial capital contributions from its parent company
and recently reduced exposure to mortgage loans and other
alternative investments.  A.M. Best notes that these investments
remain at an elevated level compared to industry norms.  A.M. Best
believes the group will remain challenged to maintain a balance
between a prudent risk-adjusted capital position and its desire to
build additional scale.

ARLIC's other key insurance subsidiary, Mid-Continent, has
experienced an increase in net premiums through its current
reinsurance relationship in which it assumes pre-need and whole
life insurance policies.  A.M. Best will continue to monitor the
company's progress in expanding its currently limited business
profile.


AMERICAN ROCK: Improved Credit Metrics Cue S&P to Change Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on American
Rock Salt Co. LLC to positive from stable.  At the same time, S&P
affirmed the ratings on the company, including the 'B-' corporate
credit rating.
     
"The outlook revision reflects the company's improved credit
metrics and enhanced liquidity because of strong results in the
past few quarters resulting from severe winter weather in the
northeastern U.S.," said Standard & Poor's credit analyst Anna
Alemani.  "In addition, we expect that ARSC's stronger liquidity
position will provide a cushion against potentially milder-than-
usual weather next winter."
     
The rating on Mount Morris, New York-based ARSC reflects the
company's limited diversity because of its reliance on a single
mine to produce its primary product (highway deicing salt), which
heightens the risk of disruption to operations.  The rating also
reflects the company's aggressive financial profile, seasonal
demand (which results in volatile operating performance), and
limited financial flexibility.  These factors are offset partially
by the company's leading position in its geographic markets, its
high margins, and the recession-resistant characteristics of the
market for highway deicing salt.


AMERICAN SOIL: March 31 Balance Sheet Upside-Down by $431,831
-------------------------------------------------------------
American Soil Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $3,611,706 in total assets and $4,043,537
in total liabilities, resulting in a $431,831 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $347,104 in total current assets
available to pay $3,130,874 in total current liabilities.

The company reported a net loss of $473,687, on revenue of
$214,764, for the second quarter ended March 31, 2008, compared
with a net loss of $877,518, on revenue of $254,939, in the same
period last year.

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?2c7b

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Feb. 21, 2008,
McKennon Wilson & Morgan LLP, in Irvine, California, expressed  
substantial doubt about American Soil Technologies Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Sept. 30,
2007.  The auditing firm stated that the company has incurred
losses in recent history, and has significant working capital and
accumulated deficits.

                       About American Soil

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


AMERICAN UNITY: March 31 Balance Sheet Upside-Down by $1,802,873
----------------------------------------------------------------
American Unity Investments Inc.'s consolidated balance sheet at
March 31, 2008, showed $2,152,100 in total assets and $4,072,041
in total liabilities, resulting in a $1,802,873 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,916,098 in total current assets
available to pay $3,727,374 in total current liabilities.

The company reported a net loss of $157,068, on zero revenues, for
the first quarter ended March 31, 2008, compared with a net loss
of $230,407, on zero revenues, in the same period last year.

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?2c82

                     Going Concern Disclaimer

David m. K. Yeung & Co., in Hong Kong, expressed substantial doubt
about American Unity Investments 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 recurring net losses and accumulated
deficit of $2,156,814 as of Dec. 31, 2007.  

                       About American Unity

Based in New York City, American Unity Investments Inc. (OTC BB:
AUNI) -- http://www.ameriunity.com/-- through its subsidiary,  
Beijing TKE Resource Development Co. Limited, engages in the
business of forestry in the People's Republic of China.   


BANC OF AMERICA: Fitch Holds 'C/DR6' Rating on $5.6MM Cl. O Certs.
------------------------------------------------------------------
Fitch Ratings has affirmed Banc of America Commercial Mortgage
Inc.'s commercial mortgage pass-through certificates, series
2001-1, as:

  -- $456.3 million class A-2 at 'AAA';
  -- $43.2 million class A-2F at 'AAA';
  -- Interest-only class X at 'AAA';
  -- $35.6 million class B at 'AAA';
  -- $21.3 million class C at 'AAA';
  -- $19.0 million class D at 'AAA';
  -- $9.5 million class E at 'AAA';
  -- $9.5 million class F at 'AAA';
  -- $19.0 million class G at 'AA';
  -- $14.2 million class H at 'A-';
  -- $13.3 million class J at 'BBB';
  -- $23.5 million class K at 'BB';
  -- $2.1 million class L at 'BB-';
  -- $5.5 million class M at 'B+';
  -- $6.8 million class N at 'B-/DR1';
  -- $5.6 million class O at 'C/DR6'.

Class A-1 has been paid in full.

The affirmations are due to minimal expected losses from specially
serviced loans.  As of the May 2008 distribution date, the pool's
aggregate balance has decreased 27.8% to $684.4 million from
$948.1 million at issuance.  Thirty-nine loans (36.7%) have
defeased.

Fitch has designated 24 loans (18.4%) as Fitch Loans of Concern.
These include the five specially serviced assets (3%) and four of
the top ten loans in the transaction (9%), as well as loans with
low debt service coverage ratios or occupancy.

The largest Fitch Loan of Concern, which is the second largest
loan (2.4%) in the pool, is an office property in Phoenix, AZ,
which has been performing poorly since 2003 due to occupancy
issues and a competitive market.  The loan remains current, and
occupancy has declined to 75.9% at year-end (YE) 2007 from 82% at
YE 2006.

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

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

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

Fitch expected losses on the specially serviced assets are
anticipated to impact class O.


BANC OF AMERICA: Stable Performance Cues Fitch to Affirm Ratings
----------------------------------------------------------------
Fitch Ratings has affirmed Banc of America Commercial Mortgage
Securities, Inc.'s mortgage pass-through certificates, series
2007-2, as:

  -- $51.6 million class A-1 at 'AAA';
  -- $753 million class A-2 at 'AAA';
  -- $162.6 million class A-3 at 'AAA';
  -- $61 million class A-AB at 'AAA';
  -- $602 million class A-4 at 'AAA';
  -- $528.1 million class A-1A at 'AAA';
  -- Interest-only class XW at 'AAA';
  -- $317.3 million class A-M at 'AAA';
  -- $153.8 million class A-J at 'AAA';
  -- $100 million class A-JFL at 'AAA';
  -- $55 million class A-2FL at 'AAA';
  -- $15.9 million class B at 'AA+';
  -- $47.6 million class C at 'AA';
  -- $31.7 million class D at 'AA-';
  -- $15.9 million class E at 'A+';
  -- $27.8 million class F at 'A';
  -- $27.8 million class G at 'A-';
  -- $43.6 million class H at 'BBB+';
  -- $35.7 million class J at 'BBB';
  -- $35.7 million class K at 'BBB-';
  -- $15.9 million class L at 'BB+';
  -- $7.9 million class M at 'BB';
  -- $15.9 million class N at 'BB-';
  -- $4 million class O at 'B+';
  -- $4 million class P at 'B';
  -- $11.9 million class Q at 'B-'.

Fitch does not rate the $39.7 million class S.

The affirmations are the result of stable performance since
issuance in June 2007.  As of the May 2008 distribution date, the
pool's certificate balance has decreased 0.2% to $3.165 billion
from $3.172 billion at issuance.  One hundred and two loans
(81.2%) are interest-only or partial interest-only.  Loan
maturities range from 2011 to 2021 with 27.3% of the pool
scheduled to mature in 2012 and 59.4% scheduled to mature in 2017.

Five loans (1.5%) are considered Fitch Loans of Concern.  This
includes three specially serviced loans (0.5%) secured by retail
properties in Indianapolis, Indiana which are 90+ days delinquent.   
Losses are not expected at this time.  In addition, two
multifamily loans (1.0%) located in Reno and Las Vegas, Nevada are
chronically delinquent, and as of May 2008, are 30+ days
delinquent.

The Harlem River Yard industrial/ warehouse complex (0.9%)
maintains its investment-grade shadow rating.  Servicer reported
weighted average occupancy as of December 2007 was 100% with a
debt service coverage ratio of 2.07 times.

The largest loan (12.5%) is a pari-passu note collateralized by a
portfolio of 16 office properties, a mortgage pledge, and three
cash flow pledges on properties in the Washington DC area and
Washington state.  The weighted average occupancy as of September
2007 was 97%, stable since issuance.  Although 65% of the leases
expire during the first five years of the loan, the properties
have experienced historically high retention rates and continue to
out perform the market.

The second largest loan (5.9%) is secured by a 924,501 square foot
office building in New York, NY.  Occupancy as of year-end 2008
was 97% compared to 98% at issuance.


BEACH LANE: Court Approves Backenroth Frankel as Bankr. Counsel
---------------------------------------------------------------
Beach Lane Estate Corp. obtained authority from the United States
Bankruptcy Court for Southern District of New York to employ
Backenroth Frankel & Krinsky LLP as its counsel.

Backenroth Frankel is expected to:
         
   a) provide the Debtor with legal counsel with respect to its
      powers and duties as a debtor-in possession in the continued
      operation of its business and management of its property
      during the Chapter 11 case;
         
   b) prepare on behalf of the Debtor all necessary applications,
      answers, orders, reports, and other legal documents which
      may be required in connection with the Chapter 11 case;
                                                     
   c) provide the Debtor with legal services with respect to
      formulating and negotiating a plan of reorganization with
      creditors; and

   d) perform other legal services for the Debtor as may be
      required during the course of the Chapter 11 case, including
      but not limited to, the institution of actions against third
      parties, objections to claims, and the defense of actions
      which may be brought by third parties against the Debtor.

Mark A. Frankel, a member of the firm of Backenroth Frankel &
Krinsky LLP, told the Court that Backenroth Frankel received a
$4,000 retainer from third party funds contributed by Michael
Weisbrod, the Debtor's vice president.

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

Mr. Frankel can be reached at:

     Backenroth Frankel & Krinsky LLP
     No. 489 Fifth Avenue
     New York, NY 10017
     Tel (212) 593-1100  
     Fax (212) 644-0544

Headquartered in New York City, Beach Lane Estate Corp. owns and
manages real estate.  The Debtor filed for Chapter 11 protection
on April 10, 2008, (Bank. S.D. N.Y. Case No.: 08-11296)  The
Debtor related that no receiver, trustee or examiner has been
appointed nor have any official committees been appointed in this
case.  When the Debtor filed for protection from its creditors, it
has estimated assets and debts of $1 million to $100 million.


BHM TECHNOLOGIES: Wants to Employ Alixpartners as Advisors
----------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek
the authority of the United States Bankruptcy Court for the
Western District of Michigan to employ AlixPartners LLP as their
financial advisors, pursuant to an engagement letter, dated March
13, 2008.

Ray VanderKooi, chief financial officer of BHM Technologies
Holdings, Inc., states that AlixPartners provided prepetition
services to the Debtors.  As a result of the prepetition work,
AlixPartners acquired significant knowledge of the Debtors and
their businesses and is now intimately familiar with the Debtors'
financial affairs, debt structure, operations, and related
matters.  

As financial advisors, AlixPartners will:

   (a) assist senior management of the Debtors in the analysis
       of the Debtors' 2008 budget and three-year business plan
       forecast, and assist in modifications to the forecast
       and preparation of other plans and forecasts that the
       Debtors develop;

   (b) assist the Debtors in negotiating a restructuring plan
       with their lenders and interest holders, assist the
       Debtors in developing tactical plans and their
       implementation related to customer negotiations and vendor
       management;

   (c) coordinate and lead the process of obtaining a DIP loan in
       connection with the Debtors' restructuring, assist in
       developing the processes and reporting tools required to
       support an asset-based loan and related borrowing base
       reporting;

   (d) assist the Debtors as required with the administrative
       elements of their Chapter 11 cases, including assistance
       in tasks like compiling reporting required by the Court,
       gathering and reconciling data required to provide notices
       to parties-in-interest, reconciling, managing and
       negotiating claims, calculating and evaluating potential
       preferences, evaluating executory contracts for treatment
       and providing support to the Debtors' legal counsel in
       connection with motions and hearings; and

   (e) assist with other matters as may be requested that
       fall within the firm's expertise and that are mutually
       agreed to by AlixPartners and the Debtors.

The Debtors will pay AlixPartners according to its customary
hourly rates:

   Professionals                  Hourly Rates
   -------------                  ------------
   Managing Directors             $650 to $850
   Directors                      $485 to $650
   Vice Presidents                $335 to $480
   Associates                     $250 to $340
   Analysts                       $225 to $250
   Paraprofessionals              $170 to $200  

The Debtors will also reimburse AlixPartners for reasonable and
necessary out-of-pocket expenses incurred in connection with the
Debtors' Chapter 11 cases, including transportation costs,
lodging, food, copying, messenger services, and telephone and
facsimile charges.  The Engagement Letter provides that
AlixPartners reserves its right to seek a success fee.

Edward J. Stenger, a managing director at AlixPartners, assures
the Court his firm is a "disinterested person" within the meaning
of Section 101(14) of the Bankruptcy Code.  He adds his firm does
not hold or represent an interest adverse to the Debtors and
their estates, and has no connection to the Debtors, their
creditors, or their related parties.

Mr. Stenger discloses that during the 90 days before the Petition
Date, AlixPartners received $2,885,450 for professional services
performed and expenses incurred.  He says those payments have
been applied to outstanding invoices on account of fees and
expenses incurred in providing services to the Debtors in
contemplation of, and in connection with, prepetition
restructuring activities.  He says AlixPartners also received an
advance retainer of $50,000 in June 2007 for professional
services.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq.,
Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper
Hamilton, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for bankruptcy, it listed
estimated assets and debts to be both between $100 million and
$500 million.

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


BHM TECHNOLOGIES: Wants to Employ Kurtzman as Claims Agent
----------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek
the authority of the United States Bankruptcy Court for the
Western District of Michigan to employ Kurtzman Carson
Consultants LLC as their notice, claims and solicitation agent.

As notice, claims processing, and ballot administration agent,
Kurtzman Carson will:

   (a) prepare and serve required notices in the Debtors'
       Chapter 11 cases, including (i) a notice of the
       commencement of their Chapter 11 cases and the initial
       meeting of creditors under Section 341(a) of the
       Bankruptcy Code; (ii) notices of objections to claims if
       necessary; (iii) notices of any hearings on a disclosure
       statement and confirmation of a plan or plans of
       reorganization; and (iv) other miscellaneous notices as
       the Debtors or the Court may deem necessary or appropriate
       for an orderly administration of their Chapter 11 cases;

   (b) file with the office of the Bankruptcy Clerk a certificate
       or affidavit of service that includes (i) an alphabetical
       list of persons on whom the notice was served, along with
       their addresses, and (ii) the date and manner of service;

   (c) maintain copies of all proofs of claim and proofs of
       interest filed in the Debtors' Chapter 11 cases;

   (d) maintain official claims registers in the Debtors'
       Chapter 11 cases by docketing all proofs of claim and
       proofs of interest in a claims database that includes (i)
       the name and address of the claimant or interest holder
       and any agent, if the proof of claim or proof of interest
       was filed by an agent; (ii) the date the proof of claim or
       proof of interest was received; (iii) the claim number
       assigned to the proof of claim or proof of interest; and
       (iv) the asserted amount and classification of the claim;

   (e) implement necessary security measures to ensure the
       completeness and integrity of the claims registers;

   (f) transmit to the Clerk's Office a copy of the claims
       registers on a weekly basis unless requested more or less
       frequently by the Clerk's Office;

   (g) maintain an up-to-date mailing list for all entities
       that filed proofs of claim or proofs of interest and
       making the list available upon request to the Clerk's
       Office or any party-in-interest;

   (h) provide access to the public for examination of copies of
       the proofs of claim or proofs of interest filed in the
       Debtors' Chapter 11 cases without charge during regular
       business hours;

   (i) record all transfers of claims pursuant to Rule 3001(e) of
       the Federal Rules of Bankruptcy Procedure and, if directed
       to do so by the Court, provide notice of those transfers;

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

   (k) provide temporary employees to process claims;

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

   (m) provide other claims processing, noticing, balloting, and
       related administrative services as may be requested from
       time to time by the Debtors; and

   (n) provide balloting services, including:

          -- printing of ballots, including the printing of
             creditor and shareholder specific ballots;

          -- prepare voting reports by plan class, creditor, or
             shareholder and amount for review and approval by
             the client and its counsel;

          -- coordinate the mailing of ballots, disclosure
             statement, and plan of reorganization to all voting
             and non-voting parties and provide affidavit of
             service;

          -- establish a toll-free "800" number to receive
             questions regarding voting on the plan; and   

          -- receive ballots, inspecting ballots for conformity
             to voting procedures, date stamping and numbering
             ballots consecutively, and tabulating and certifying
             voting results.

Pursuant to an agreement, dated April 3, 2008, between the
Debtors and Kurtzman, the firm will receive a $25,000 retainer
for its services.  The Debtors also agreed to indemnify and hold
Kurtzman harmless, except in circumstances of the firm's gross
negligence or willful misconduct.  

Sheryl Betance, director of restructuring services at Kurtzman,
assures the Court that her firm is a "disinterested person"
within the meaning of Section 101(14) of the Bankruptcy Code, and
does not hold or represent an interest adverse to the Debtors and
their estates.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq.,
Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper
Hamilton, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for bankruptcy, it listed
estimated assets and debts to be both between $100 million and
$500 million.

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


BHM TECHNOLOGIES: Wants to Employ Pepper Hamilton as Counsel
------------------------------------------------------------
BHM Technologies Holdings, Inc., and its debtor-subsidiaries seek
the authority of the United States Bankruptcy Court for the
Western District of Michigan to employ Pepper Hamilton, LLP as
their general bankruptcy counsel.

As general bankruptcy counsel, Pepper Hamilton will:

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

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

   (c) advise and consult the Debtors regarding the conduct
       of their Chapter 11 cases, including all of the legal and
       administrative requirements of operating in Chapter 11;

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

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

   (f) assist in prosecuting a plan of reorganization and
       disclosure statement and all related agreements and      
       documents and take any necessary action on behalf of the
       Debtors to obtain confirmation of a plan;

   (g) appear before the Court, any appellate courts, and the
       Office of the United States Trustee, and protect the
       interests of the Debtors' estates before the courts and
       the Office of the United States Trustee; and

   (h) perform all other necessary legal services and provide all
       other necessary legal advice to the Debtors in connection
       with their Chapter 11 cases to bring the cases to a
       conclusion.

The Debtors will pay Pepper Hamilton according to its customary
hourly rates:

   Professional                     Hourly Rates
   ------------                     ------------
   Partners                         $450 to $750
   Associates                       $240 to $345
   Legal Assistants                 $175 to $205
   
The Debtors will also reimburse Pepper Hamilton for all expenses
it incurs in connection with its representation of the Debtors.

Robert S. Hertzberg, Esq., a partner at Pepper Hamilton, assures
the Court that his firm does not hold or represent any interest
materially adverse to the interest of the Debtors and their
estates.  He adds that the firm is a "disinterested person"
within the meaning of Section 101(14), as modified by Section
1107(b) of the Bankruptcy Code.

Mr. Hertzberg discloses that on the Petition Date, Pepper
Hamilton was holding a retainer for services to be rendered as
counsel to the Debtors in the amount of $192,500.  During the one
year before the Petition Date, Pepper Hamilton received payments
from the Debtors totaling $556,670 on account of legal services.  
During the 90-day period before the Petition Date, Pepper
Hamilton billed the Debtors for prepetition services and expenses
totaling $556,670, which the Debtors paid in full.

Headquartered in Ionia, Michigan, BHM Technologies Holdings
Inc. -- http://www.browncorp.com/-- manufactures and sells   
automobile parts including air bags and electrical systems.  It
has manufacturing facilites in Mexico and operates under Brown  
Corp.

BHM Technologies Holdings, Inc. and 14 affiliates filed separate
voluntary petitions under Chapter 11 of the United States
Bankruptcy Code in the United States Bankruptcy Court for the
Western District of Michigan on May 19, 2008 (Lead Case No. 08-
04413).  Hannah Mufson McCollum, Esq., Kay Standridge Kress, Esq.,
Robert S. Hertzberg, Esq., and Leon R. Barson, Esq. of Pepper
Hamilton, LLP represent the Debtors in their restructuring
efforts.  When the Company filed for bankruptcy, it listed
estimated assets and debts to be both between $100 million and
$500 million.

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


BIOJECT MEDICAL: Bid Price Non-compliance Cues Stocks Delisting
---------------------------------------------------------------
Bioject Medical Technologies Inc. received a letter from the
Listing Qualifications Staff of The NASDAQ Stock Market LLC  
notifying that Bioject's securities are subject to delisting from
The NASDAQ Capital Market unless the company requests a hearing
before the NASDAQ Listing Qualifications Panel.

The notice was based upon the company's non-compliance with the
$1 minimum bid price requirement set forth in NASDAQ Marketplace
Rule 4310(c)(4).

The company plans to request a hearing before the NASDAQ Panel,
which will stay any action with respect to the Staff Determination
until the Panel renders a decision subsequent to the hearing.  The
company anticipates that the hearing will be scheduled to occur
within the next 45-60 days.

There can be no assurance that the Panel will grant the company's
request for continued listing.

"Given the new strategy and the envisioned activities anticipated
to transpire in the near future, Bioject plans to fully pursue the
NASDAQ hearing process and all viable options, which are aligned
with the long term interests of the company, to remain listed on
the NASDAQ," Ralph Makar, president and CEO of Bioject, said.  

"The team at Bioject is excited about the new strategic plan and
has already taken the initial steps to take the organization to
the next level," Mr. Makar stated.

On Nov. 20, 2007, NASDAQ indicated that if the company fail to
regain compliance with the $1 minimum bid price requirement by
May 19, 2008, NASDAQ would provide the company with written
notification of such non-compliance and the opportunity to request
a hearing before the NASDAQ Panel.

             About Bioject Medical Technologies Inc.
  
Headquartered in Portland, Oregon, Bioject Medical Technologies
Inc. (NASDAQ:BJCT) -- http://www.bioject.com/-- together with its  
subsidiaries, develops, manufactures, and distributes needle-free
drug delivery systems to pharmaceutical and biotechnology
industries in the United States.  Its products include Biojector
2000 that enables healthcare professionals to deliver measured
variable doses of medication through the skin, either
intramuscularly or subcutaneously, without a needle; drug
reconstitution system, which allows for the transfer of diluents
to reconstitute powdered medications into liquid form and
withdrawal of liquid medication into a syringe without the use of
a needle; and Vitajet, a home-use self-injection solution for
insulin.  In addition, the company is developing Iject, a single
prefilled disposable injector for self injection and pre-filled
Biojector syringes.  It has licensing and development agreements
with Serono Laboratories Inc., Merial, and the Centers for Disease
Control and Prevention.  

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 18, 2008,
Moss Adams LLP raised substantial doubt about the ability of
Bioject Medical 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 reported that the company has
suffered recurring losses, has had significant recurring negative
cash flows from operations, and has an accumulated deficit.


BON-TON STORES: Paying 5 Cents Per Share to Shareholders on Aug. 1
------------------------------------------------------------------
The Board of Directors of The Bon-Ton Stores, Inc., declared a
cash dividend of five cents per share on the Class A Common Stock
and Common Stock of the company payable Aug. 1, 2008 to
shareholders of record as of July 15, 2008.

York, Pennsylvania-based The Bon Ton Stores Inc. (Nasdaq: BONT) --
http://www.bonton.com/-- operates 280 department stores, which    
includes eleven furniture galleries, in 23 states in the
Northeast, Midwest and upper Great Plains under the Bon-Ton,
Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman,
Herberger's and Younkers nameplates and, under the Parisian
nameplate, three stores in the Detroit, Michigan area.  The stores
offer a broad assortment of brand-name fashion apparel and
accessories for women, men and children, as well as cosmetics and
home furnishings.

                           *     *     *

As reported in the Troubled Company Reporter on March 17, 2008,
Fitch Ratings affirmed The Bon-Ton Stores, Inc.'s 'B' issuer
default rating.  The rating outlook has been revised to negative
from stable.

As reported in the Troubled Company Reporter on Feb. 13, 2008,
Moody's Investors Service downgraded the corporate family rating
of Bon-Ton Stores Inc. to B2 from B1, downgraded the probability
of default rating to B2 from B1, and downgraded the rating on the
$510 million senior unsecured notes to Caa1 (LGD 5, 78%) from B3
(LGD 5, 83%).  The company's speculative grade liquidity rating of
SGL-3 was affirmed.  The outlook on all ratings is stable.


BRIDGEWATER POINTE: Can Hire Magee Foster as Bankruptcy Counsel
---------------------------------------------------------------
Bridgewater Pointe Partners LLC and its debtor-affiliate obtained
authority from the U.S. Bankruptcy Court for the Western District
of Virginia to employ Magee Foster Goldstein & Sayers PC as their
counsel nunc pro tunc to the bankruptcy filing date.

In the Debtors' amended motion for Magee Foster's employment, the
Debtors stated that the firm is expected to:

   a) take necessary action to protect and preserve the Debtors'
      estate, including:

     * the prosecution of actions on the Debtors' behalf;
     * the defense of any action commenced against the Debtors;    
     * the negotiation of disputes in which the Debtors are
       involved; and

     * the preparation of objections to claims filed against the
        Debtors' estate;

   b) prepare on behalf of the Debtors, as debtor-in-possession,
      all necessary motions, applications, answers, orders,
      reports, and other papers in connection with the
      administration of the Debtors' estate;

   c) assist the Debtors in any sale of assets, refinance of their
      existing secured debt, or restructure their current
      obligation; and

   d) perform all other necessary legal services in connection
      with these Chapter 11 cases.

The Debtors will pay Magee Foster according to the firm's standard
hourly rates under a general retainer.  The hourly rates for Magee
Foster's professionals are:

     Designation                           Rate
     -----------                           ----
     Partners                          $135 - $300
     Paralegal and Paraprofessionals    $75 -  $85

Prior to bankruptcy filing, the Debtors paid Magee Foster a
$56,250 initial retainer.  The Debtors will also pay the firm a
postpetition retainer of $18,750.

To the best of the Debtors' knowledge, Magee Foster is
"disinterested" as that term is defined in Section 101(14) of the
Bankruptcy Code.

The Magee Foster's professionals can be reached at:

     Magee Foster Goldstein & Sayers PC
     310 First Street, S.W., Suite 1200
     P.O. Box 404
     Roanoke, VA 24003-0404
     Tel 540-343-9800
     Fax 540-343-9898
     Email info@mfgs.com

Headquartered in Moneta, Virginia, Bridgewater Pointe Partners LLC
-- http://bridgewaterpointe.com/-- is a real estate developer.   
The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on April 16, 2008, (Bankr. W.D. Va. Case No.: 08-70682
to 08-70684).  No trustee or examiner has been appointed in these
Chapter 11 cases.  Bridgewater Pointe's financial condition at
bankruptcy filing showed estimated assets of $10 million to $50
million and estimated debts of $1 million to $10 million.


BUILDING MATERIALS: S&P Affirms 'B+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit rating on Wayne, New Jersey-based Building Materials Corp.
of America.  At the same time, S&P revised the recovery rating on
the company's $975 million first-lien term loan due 2014 to '3',
indicating that lenders can expect meaningful (50% to 70%)
recovery in the event of a payment default, from '2'.  As a
result, S&P lowered the issue-level rating on the term loan to
'B+' from 'BB-', in accordance with its issue rating framework.  
S&P also assigned a '3' recovery rating on BMCA's outstanding $250
million 7.75% senior notes due 2014.
     
Standard & Poor's removed all the ratings from CreditWatch, where
they had been placed with negative implications on Jan. 10, 2008.  
The outlook is negative.
     
"The affirmation and CreditWatch removal reflect our assessment
that despite the high likelihood that competitive conditions in
the residential construction and repair markets will remain
difficult in the next several quarters, BMCA's operating results
will stabilize somewhat," said Standard & Poor's credit analyst
Thomas Nadramia.  S&P expect this to result from an uptick in
volume resulting from storm-related repairs in the Midwest and
southern U.S., the recovery of increased raw material costs via
pricing improvements, and the full realization of synergies
related to the 2007 acquisition of ElkCorp.
     
The rating on BMCA reflects the company's cyclical earnings, the
current weak operating environment, volatile petroleum-based raw
material costs, and a highly leveraged financial profile.  These
risks outweigh the company's presence as North America's largest
roofing manufacturer, its national distribution network, and its
good brands.


CARDIMA INC: Posts $2,316,000 Net Loss in 2008 First Quarter
------------------------------------------------------------
Cardima Inc. reported a net loss of $2,316,000, on net sales of
$417,000, for the first quarter ended March 31, 2008, compared
with a net loss of $9,849,000, on net sales of $319,000, in the
same period last year.

At March 31, 2008, the company's balance sheet showed $6,285,000
in total assets, $1,941,000 in total liabilities, and $4,344,000
in total stockholders' equity.

Full-text copies of the company's financial statements for the
quarter ended March 31, 2008, are available for free at:

               http://researcharchives.com/t/s?2c79

                     Going Concern Disclaimer

PMB Helin Donovan, in San Francisco, expressed substantial doubt
about Cardima Inc.'s ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
recurring losses from operations.

                        About Cardima Inc.

Headquartered in Fremont, Calif., Cardima Inc. (OTC BB:
CRDM.OB) -- http://www.cardima.com/-- has developed the   
PATHFINDER(R) and REVELATION(R) Series of diagnostic catheters,
the INTELLITEMP(R) Energy Management Device, and the Surgical
Ablation System.  The REVELATION(R) Series of ablation catheters
with the INTELLITEMP(R) EP Energy Management Device was developed
and marketed for the treatment of atrial fibrillation after
receiving CE mark approval in Europe; it is not currently
available in the U.S.


CGCMT 2006-FL2: Fitch Puts 'BB+' Rating Under Negative Watch
------------------------------------------------------------
Fitch Ratings upgraded these class of CGCMT 2006-FL2:

  -- $1.2 million class MVP to 'AAA' from 'BBB-'.

Fitch also places on Rating Watch Negative these classes:

  -- $2 million class RAM-1 at 'BBB-';
  -- $2.4 million class RAM-2 at 'BB+'.

Additionally, Fitch affirmed these classes:

  -- $22.2 million class A-1 at 'AAA';
  -- $237.2 million class A-2 at 'AAA';
  -- Interest-Only class X-2 at 'AAA';
  -- Interest-Only class X-3 at 'AAA'
  -- $17.9 million class B at 'AAA';
  -- $20.9 million class C at 'AAA';
  -- $38.8 million class D at 'AA+';
  -- $26.9 million class E at 'AA-';
  -- $26.9 million class F at 'A+';
  -- $23.9 million class G at 'A';
  -- $20.9 million class H at 'A-';
  -- $22.4 million class J at 'BBB+';
  -- $22.4 million class K at 'BBB';
  -- $23.9 million class L at 'BBB-';
  -- $257,664 class CAC-1 at 'BBB+';
  -- $176,519 class CAC-2 at 'BBB';
  -- $205,253 class CAC-3 at 'BBB-';
  -- $801,000 class CAN-1 at 'BBB+';
  -- $1.2 million class CAN-2 at 'BBB';
  -- $2.3 million class CAN-3 at 'BBB-'.
  -- $10.6 million class CNP-1 at 'BBB-';
  -- $20.1 million class CNP-2 at 'BBB-';
  -- $5.2 million class CNP-3 at 'BB+';
  -- $1 million class DSG-1 at 'BBB-'.

Fitch does not rate classes DHC-1, DHC-2, DHC-3, DSG-2, PHH-1,
PHH-2, and SRL.  Classes X-1, HFL, HGI-1, HGI-2, HMP-1, HMP-2,
HMP-3, WBD-1, WBD-2 and WPP have paid in full.

The upgrade to class MVP is due to improved performance of the
Mervyn's Portfolio (3.1%).  Originally the second largest loan
(12.9%), the Mervyn's Portfolio was secured by 13.6 million square
feet in 144 retail properties, four distribution properties, and
one office.  As of April 30, 2008, 61 stores have been released
from the collateral, resulting in a reduction of the loan's
outstanding principal balance.  The loan consists of three pari
passu A notes: the $20.3 million A-1 (included in GSMSC 2006-GSFL
VIII), the $20.3 million A-2 (included in GCCF 2006-FL4 and rated
by Fitch), and the A-3, which is included in this transaction and
has an outstanding balance of $18 million.  The loan matured
Jan. 1, 2008 and is in year one of three one-year extension
options.

The placement of class RAM-1 and RAM-2 on Rating Watch Negative is
due to declining performance of the Radisson Ambassador Plaza
Hotel and Casino (9.8%).  The property is a full-service, 233-room
hotel and casino located one block from the beach in the Condado
sector of San Juan, Puerto Rico.  The casino, which is located
within the hotel, occupies approximately 14,000 sf on the hotel's
ground floor.  The property was renovated between October 2005 and
May 2006, which affected occupancy and average daily rate.  The
property has not stabilized and occupancy has not increased as
expected following the renovations.  The year-end 2007 occupancy,
ADR, and RevPAR were 79.3%, $150.34, and $119.16, respectively, as
compared to YE 2006 occupancy, and RevPAR of 83.1%, $147.30 and
$122.39.  Performance has declined as a result of the softening of
the Puerto Rico economy and increased competition primarily from
renovated and upgraded casinos.

The largest loan, City National Plaza (63.2%) is secured by 2.6
million sf of office space in two 51-story office towers, a three-
story office building, 404 on-site parking spaces, and a
freestanding 2,485-space parking structure all located in downtown
Los Angeles, California.  Major tenants include City National Bank
(rated 'A-' by Fitch), Paul, Hastings, Janofsky & Walker LLP; and
Jones Day.  The property benefits from the experienced sponsorship
of CalSTRS, the third largest pension fund in the U.S.  

As of Dec. 31, 2007, occupancy has increased to 81.4% from 63.3%
at issuance.  There is no significant tenant rollover occurring in
2008 or 2009.  The loan matures July 17, 2008 and has two one-year
extension options.  The borrower has requested an extension.  
Extension is subject to an LTV constraint of no greater than 75%,
increased amount of letter of credit, and an interest rate cap.  A
new appraisal has been ordered and request is under review.


CHARYS HOLDING: Wants Until October 11 to File Chapter 11 Plan
--------------------------------------------------------------
Charys Holdings Company Inc. and Crochet & Borel Services Inc. ask  
the Hon. Brendan L. Shannon of the United States Bankruptcy Court
for the District of Delaware to further extend the exclusive
periods to:

   -- file a Chapter 11 plan until Oct. 11, 2008, and

   -- solicit acceptances of that plan until Dec. 10, 2008.

The Debtors say in their request that they have made significant
progress during their Chapter 11 bankruptcy cases.  They have
reached agreements with majority of their creditors with respect
to the terms of a Chapter 11 plan, which will be included into the
Debtors' Chapter 11 plan.  The Debtors are currently in the
process of finalizing such agreements.

The Debtors' exclusive plan filing period will expire on  June 13,
2008.

A hearing is set for June 17, 2008, at 11:00 a.m., to consider
approval of the Debtors' request.  Objections, if any, are due
June 10, 2008, at 4:00 p.m.

Headquartered in Atlanta, Georgia, Charys Holding Co., Inc., --
http://www.charys.com/-- provide remediation & reconstruction
and       
wireless communications & data infrastructure.  The company and
its Crochet & Borel Services, Inc. subsidiary filed for Chapter 11
protection on Feb. 14, 2008 (Bankr. Del. Case No.08-10289).  Chun
I. Jang, Esq., Mark D. Collins, Esq., and Paul Noble Heath, Esq.,
at Richards, Layton & Finger, P.A., represent the Debtors in their
restructuring efforts.  The U.S. Trustee for Region 3 appointed
five creditors to serve on an Official Committee of Unsecured
Creditors.  The Committee selects Morris Nichols Arsht & Tunnell
LLP as Delaware co-counsel.  When the Debtors filed for protection
against their creditors, it listed total assets of $245,000,000
and total debts of $255,000,000.


CKRUSH INC: March 31 Balance Sheet Upside-Down by $10,781,823
-------------------------------------------------------------
Ckrush Inc.'s consolidated balance sheet at March 31, 2008, showed  
in $2,214,102 in total assets, $8,894,802 in total liabilities,  
and $4,101,123 in minority interest, resulting in a $10,781,823
total stockholders' deficit.

The company reported a net loss of $1,341,028, on net revenues of
$96,638, for the first quarter ended March 31, 2008, compared with
a net loss of $1,318,929, on net revenues of $871,625, in the same
period last year.

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?2c80

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 5, 2008,
Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about Ckrush 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 auditor pointed to the company's significant
operating losses and significant working capital deficit.

                        About Ckrush Inc.

Headquartered in New York, Ckrush Inc. (OTC BB: CKRU.OB) --
http://www.ckrush.net/-- is an entertainment and interactive  
media group.  The company produces feature films and other content
and develop and maintain websites, including online communities,
primarily geared towards young adults, 18-34.  The company's
services also include website design, development, hosting,
advertising and media placement.


CV THERAPEUTICS: VP Amends Trading Plan & Approves Sale of Shares
-----------------------------------------------------------------
Brent K. Blackburn, Ph.D., the Senior Vice President, Drug
Discovery and Development, of CV Therapeutics, Inc., amended his
written trading plan dated Nov. 15, 2007, with E*TRADE Securities,
LLC, in accordance with Rule 10b5-1 of the Securities Exchange Act
of 1934, as amended.  Trading under Dr. Blackburn's amended plan
will begin as early as June 17, 2008, and end on December 17,
2008, unless terminated earlier, and authorizes the sale of up to
23,394 shares (prior to tax withholding) of common stock of CV
Therapeutics.

Reports of the details of actual sales under the amended plan will
be filed by Dr. Blackburn in accordance with the Securities and
Exchange Commission's regulations.  The shares subject to the
amended trading plan do not represent all of Dr. Blackburn's
holdings in CV Therapeutics' securities.  During the term of the
amended trading plan, Dr. Blackburn may from time-to-time buy or
sell CV Therapeutics' securities outside of the amended plan.

Headquartered in Palo Alto, California, CV Therapeutics Inc.
(NasdaqGM: CVTX) -- http://www.cvt.com/-- is a biopharmaceutical     
company focused on applying molecular cardiology to the discovery,
development and commercialization of novel, small molecule drugs
for the treatment of cardiovascular diseases.  

CV Therapeutics' approved products include Ranexa(R) (ranolazine
extended-release tablets), indicated for the treatment of chronic
angina in patients who have not achieved an adequate response with
other antianginal drugs, and Lexiscan(TM) (regadenoson) injection
for use as a pharmacologic stress agent in radionuclide myocardial
perfusion imaging in patients unable to undergo adequate exercise
stress.

At March 31, 2008, the company's consolidated balance sheet showed
$228.0 million in total assets and $436.1 million in total
liabilities, resulting in a $208.1 million total stockholders'
deficit.
  

DANNY WOODS: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Danny Elvin Woods
        dba Triangle Wholesale Printing Co.
        dba Triangle Printing Company
        141 Caldwell DR
        Hendersonville, TN 37075

Bankruptcy Case No.: 08-03652

Chapter 11 Petition Date: April 30, 2008

Court: Middle District of Tennessee (Nashville)

Debtor's Counsel: Steven l. Lefkovitz
                  Law Offices Lefkovitz & Lefkovitz
                  618 Church St Ste 410
                  Nashville, TN 37219
                  Tel: 615 256-8300
                  Fax: 615 250-4926
                  e-mail: Stevelefkovitz@aol.com

Total Assets: $1,274,611

Total Debts:  $1,077,078

A copy of the Debtor's Chapter 11 petition and list of 20 largest
unsecured creditors is available for free at:

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


DANNY NICHOLSON: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Danny Nicholson, Inc.
        c/o Danny Nicholson, Sr.
        339 City Lake Road
        Lexington, NC 27295-8439
        336-249-7204

Bankruptcy Case No.: 08-50694

Chapter 11 Petition Date: April 24, 2008

Court: Middle District of North Carolina (Winston-Salem)

Debtor's Counsel: Robert A. Lefkowitz
                  101 S. Main St., Suite 800
                  P. O. Box 1150
                  High Point, NC 27261-1150
                  Tel: (336) 883-9156
                  e-mail: rlefkowitz@highpointlaw.com

Total Assets: $3,401,000

Total Debts:  $7,737,947

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/DANNY_WOODS_PETITION.pdf


DIANE DICIURCIO: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: Diane Beyers DiCiurcio
        4 Pommel Court
        Mount Laurel, NJ 08054

Bankruptcy Case No.: 08-18556

Chapter 11 Petition Date: May 8, 2008

Court: District of New Jersey (Camden)

Debtor's Counsel: John D. DiCiurcio
                  DiCiurcio, DiCiurcio, P.A.
                  80 Barclay Center, Suite 5
                  Cherry Hill, NJ 08034
                  Tel: (856) 427-9293
                  Fax: (856) 427-9291
                  e-mail: diciurciowmpa@aol.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Ms. DiCiurcio identified GMAC Mortgage in Phoenix, Arizona, as her
largest unsecured creditor with a claim for $667,000, the value of
security is $550,000 and the value of senior lien is $550,000.


DISH NETWORK: Moody's Rates Echostar's $750MM Bond Offering Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 (LGD4-65%) rating to the
new bond issuance of Dish Network Corporation's ("DISH" - Ba3
Corporate Family rating - "CFR") subsidiary, Echostar DBS
Corporation ("EDBS"). The new $750 million 7.75% senior unsecured
global bond offering matures on 5/31/2015. The rating assignment
reflects the pari-passu nature of the issuance with existing EDBS
debt. In addition, the assessment reflects the absence of any
senior secured claims on the assets of EDBS and the structural
priority to debt issued at DISH. Net proceeds from the new debt
offering will be used for general corporate purposes.

Assignments:

   Issuer: EchoStar DBS Corporation

   * $750 million 7.75% Senior Unsecured Bond due 2015 - Assigned
      Ba3 (LGD4 - 65%)

The bond issuance further solidifies DISH's SGL-1 speculative
grade liquidity rating. This rating continues to reflect the
company's sizeable cash and marketable securities position ($2.3
billion at 3/31/08 pro forma for the new debt issuance) and strong
internal cash flow generation. We expect the company will generate
in the range of $800 to $900 million of free cash flow in 2008.
The company has $1 billion of debt maturing on 10/1/2008, which
the new bonds will likely help to pre-fund along with cash on
hand, and therefore will not have any meaningful impact on credit
metrics.

DISH's Ba3 CFR and stable rating outlook continue to reflect the
uncertainty regarding management's strategic direction,
particularly given its competitive disadvantage relative to rival
triple-play product offerings, its recent investment in broadcast
spectrum, and the potential for continued shareholder-friendly
activity. Moody's remains concerned that competition from cable
and telecommunication companies, who offer multiple products
(video, voice, and data), will pressure margins and cash flow
generation as the costs to grow and retain subscribers will
continue to escalate. Partially mitigating our concern are
company's very strong credit metrics, strong liquidity, large
subscriber base and attractive near term operating performance.

EchoStar DBS Corporation is a wholly-owned subsidiary of Dish
Network Corporation. DISH is the second largest provider of
direct-to-home digital television service and third largest pay
television provider in the United States with 13.8 million
subscribers as of 3/31/2008. EDBS is the rated debt issuer and
accounts for over 90% of DISH's debt capital structure and
virtually all of DISH's revenue and EBITDA. All debt at EDBS is
guaranteed by EDBS's subsidiaries.


ENTERGY NEW: Fitch Revises Outlook to Positive from Stable
----------------------------------------------------------
Fitch Ratings has revised the Rating Outlook of Entergy New
Orleans, Inc. to Positive from Stable and affirmed the Issuer
Default Rating and outstanding debt ratings for as:

  -- IDR at 'BB';
  -- Senior secured at 'BBB-';
  -- Preferred stock at 'BB'.

Approximately $260 million of debt is affected.

The Outlook revision to Positive reflects:

  -- Stronger than expected credit metrics driven by customer
     growth;

  -- A more constructive regulatory environment;

  -- Recovery of storm damage costs from insurance and other
     sources; and

  -- Slower than expected capital spending, particularly spending
     to rebuild the gas system.

For 2008-2009, Fitch projects that ENOI's FFO interest coverage
will range from 5.0 times to 6.0x, while debt-to-FFO will range
from 3.0x to 4.0x.  These projections assume ENOI pays down the
$30 million of first mortgage bonds due later this year.  Cash
flow from operations is expected to cover maintenance capital
spending, while cash from insurance and other sources is expected
to cover gas system rebuild costs for the next several years.

Fitch expects to upgrade ENOI's ratings if ETR's spin-off of its
non-regulated nuclear assets yields a credit neutral to positive
outcome, and if there is a neutral to positive outcome of the base
rate case ENOI will file in July 2008 for rates to begin in March
2009.  A negative outcome of either these issues would likely
result in Fitch revising ENOI's Rating Outlook to either Stable or
Negative.  In addition, Fitch notes that the service territory is
susceptible to future storms and storm damage could result in
negative rating actions.

ENOI is a regulated utility that provides electric and gas service
to customers located in and around the City of New Orleans.


ESMARK INC: Files Annual Report, Expects Nasdaq Rules Compliance
----------------------------------------------------------------
Esmark Incorporated filed its 2007 Annual Report on Form 10-K on
May 20, 2008, and relates it is in compliance with NASDAQ
Marketplace Rule 4310(c)(14) with respect to such filing.

As reported in the Troubled Company Reporter on May 1, 2008,
Esmark Incorporated confirmed that, due to the failure to timely
file its 2007 annual report on form 10-K with the Securities and
Exchange Commission, it received from Nasdaq a Staff Determination
letter stating that the company is not in compliance with Nasdaq
Marketplace Rule 4310(c)(14) for continued listing.

On April 1, 2008, the company disclosed that it was unable to
timely file its annual report on form 10-K for the year ended
Dec. 31, 2007, without unreasonable effort or expense because
finalization of the financial statements had been delayed due to
the complexity of accounting to the business combination of the
company, Wheeling-Pittsburgh Corporation and Esmark Steel Service
Group Inc. consummated on Nov. 27, 2007.  

The company also stated that on May 20, the NASDAQ Stock Market
notified the company that it is not in compliance with NASDAQ
Marketplace Rule 4310(c)(14) for continued listing, because of its
failure to file its Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008.

The delisting of the company's securities from The NASDAQ Stock
Market will be considered when the company appears before the
NASDAQ Listing Qualifications Panel on June 12, 2008.

Any suspension of trading and the delisting from The NASDAQ Stock
Market is stayed pending the issuance of a written decision by the
hearing panel.  

The company also expects that it will be in compliance with such
Rule when it files its Form 10-Q, which the company anticipates
filing prior to the hearing date.

                     About Esmark Incorporated

Headquartered in Wheeling, West Virginia, Esmark Incorporated
(NASDAQ:ESMK) -- http://www.esmark.com-- formerly Wheeling-
Pittsburgh Corporation, is a holding company that, together with
its subsidiaries and joint ventures, produces steel and steel
products using both integrated and electric arc furnace
technology.  The company's principal operating subsidiary is
Wheeling-Pittsburgh Steel Corporation.  The company produces flat
rolled steel products for steel service centers, converters,
processors, and the construction, container and agriculture
industries.  Its product offerings focus on higher value-added
finished steel products, such as cold rolled products, fabricated
products, and tin and zinc coated products.  Higher value-added
products comprised 60.8% of the company's shipments during the
year ended Dec. 31, 2006.  In addition, it produces hot rolled
steel products, which represent the least processed of its
finished goods.  In March 2008, the company completed the sale of
its minority equity interest in Wheeling-Nisshin Inc. to Nisshin
Holding Inc.


ETHOS ENVIRONMENTAL: Posts $585,839 Net Loss in 2008 First Quarter
------------------------------------------------------------------
Ethos Environmental Inc. reported a net loss of $585,839, on
revenue of $1,104,467, for the first quarter ended March 31, 2008,
compared with a net loss of $924,407, on revenue of $2,697,133, in
in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$9,213,596 in total assets, $1,780,922 in total liabilities, and
$7,432,674 in total stockholders' equity.

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?2c7f

                     Going Concern Disclaimer

Moore & Associates Chartered, in Las Vegas, expressed substantial
doubt about Ethos Environmental Inc.'s ability to continue as a
going concern after editing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's net loss due to non-cash transactions.

                    About Ethos Environmental

Ethos Environmental Inc. manufactures and distributes a line of
fuel reformulators that contain a blend of low and high molecular
weight esters.  The product adds cleaning and lubrication
qualities to any type of fuel or motor oil.  


EUGENE RICCI: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Eugene Renato Ricci
        2620 West Live Oak Dr.
        Prescott, AZ 86305

Bankruptcy Case No.: 08-05287

Chapter 11 Petition Date: May 7, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: PERNELL W. MCGUIRE
                  LAW OFFICE OF PERNELL W. MCGUIRE, PLLC
                  P.O. BOX 1448
                  FLAGSTAFF, AZ 86002
                  Tel: 928-779-1173
                  Fax: 928-779-1175
                  e-mail: pmcguire@pmcguirelaw.com

Total Assets: $5,633,271

Total Debts:  $5,366,382

A copy of the Debtor's Chapter 11 petition and list of 18 largest
unsecured creditors is available for free at:

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


EXCO RESOURCES: S&P Affirms 'B' Corporate Credit Rating
-------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on independent exploration and production company
EXCO Resources Inc. and removed the rating from CreditWatch with
negative implications.  The outlook is stable.
     
At the same time, S&P affirmed its 'B-' unsecured issue rating and
assigned a '5' recovery rating to EXCO Resources' $450 million
senior notes.  The ratings reflect S&P's expectation of modest
(10% to 30%) recovery in the event of a payment default.
     
The CreditWatch removal follows a full review of EXCO and
contemplates several notable events: various acquisitions
completed in 2007 and early 2008, the cancellation of a large
planned master-limited-partnership offering, and the recent
announcement of an increased capital spending program in 2008.
     
"The rating affirmation reflects our view that a substantially
transformed asset base, aggressively hedged production, and a
favorable 2008 production outlook should support stable
performance at the current ratings level over the near-to-
intermediate term, despite persistently high debt levels," said
Standard & Poor's credit analyst Jeffrey Morrison.  In addition,
EXCO's budding domestic natural gas shale plays bode well for its
long-term future reserve and production growth prospects.
     
The ratings on EXCO Resources reflect a highly leveraged financial
risk profile, a historically acquisitive growth strategy, and a
fast-paced and transaction-oriented management team.  Weaknesses
are partially tempered by a large and well-diversified base of
onshore (predominantly natural gas-focused) reserves, a
substantial hedging program to help smooth exposure to potential
volatility in near term commodity prices, and a fairly low-risk,
largely development-geared drilling program.
     
As of March 31, 2008, Dallas, Texas-based EXCO Resources had about
$4.6 billion in consolidated adjusted debt, which includes $2
billion in convertible preferred equity that S&P treat as debt-
like and $1.1 in non-recourse bank debt that resides at wholly
owned unrestricted subsidiary EXCO Partners Operating Partnership
L.P.


FERRELLGAS PARTNERS: Moody's Affirms Ba3 CRF; Outlook Negative
--------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Ferrellgas Partners, LP (Ferrellgas) to negative from stable.
Moody's affirmed Ferrellgas' Ba3 corporate family rating (CFR) and
probability of default rating and the B2 (LGD 6, 91%) rating on
the partnership's $268 million senior notes due 2012. Moody's also
affirmed the Ba3 (LGD 3, 44%) rating on Ferrellgas, LP's (OLP)
$250 million senior unsecured notes due 2014. OLP is the wholly
owned operating partnership subsidiary of Ferrellgas. Moody's does
not rate the OLP's senior unsecured bank facilities or the OLP's
approximately $277 million of private placement senior unsecured
notes.

"The outlook was changed to negative based on Ferrellgas' high
leverage and increased business risk related to customer
conservation trends and commodity price risk management,"
commented Pete Speer, Moody's Vice-President/Senior Analyst.
"Despite Ferrellgas' significant operational improvements and
progress in reducing leverage over recent years, we are concerned
that the headwinds of high propane prices and declining volumes
have reduced the likelihood that the partnership will be able to
reduce its leverage to levels more consistent with its Ba3
rating."

Ferrellgas' Ba3 CFR is supported by its leading market position
and geographic diversification. The partnership is the second
largest retail marketer of propane in the United States and
services approximately one million propane customers from
locations in all 50 states and Puerto Rico. Through its Blue Rhino
brand, it is the largest retail distributor of propane cylinders
for grills, with an estimated 50% market share. Ferrellgas has
also invested heavily in system and process improvements over the
past three years, which has yielded significant improvement in
operational efficiency, pricing management and margins.

The ratings are pressured by very high leverage and weak coverage
ratios in comparison to the Ba3 rated propane and other midstream
peers. Ferrellgas had reduced its adjusted debt/EBITDA from near
7x at the end of the fiscal year 2004 following its Blue Rhino
acquisition to 5x at July 31, 2007 through steady increases in
EBITDA over the period. The large and rapid increase in propane
prices during this past heating season has resulted in elevated
customer conservation driven volume declines and losses related to
the partnership's commodity price exposures related to its fixed
and indexed priced sales agreements with customers. The trends are
expected to reduce FY 2008 EBITDA somewhat from prior year and
thereby increase debt/EBITDA to around 5.25x.

In order to return to a stable outlook, Ferrellgas' leverage needs
to be reduced to around 4.5x on a sustainable basis over the
course of the next fiscal year. If the partnership's leverage
remains elevated or if it increases further due to debt funded
acquisitions then the ratings could be downgraded. In addition, if
there are additional significant losses related to Ferrellgas'
commodity risk management activities or further declines in
operating performance then the ratings could be downgraded.

Ferrellgas Partners, LP is a publicly traded master limited
partnership (MLP) based in Overland Park, KS.


FORGITRON LLC: Gets Green Light to Borrow $165,000 from KeyBank
---------------------------------------------------------------
The Hon. Randolph Baxter of the U.S. Bankruptcy Court for the
Northern District of Ohio granted Forgitron LLC and Hadgitron LLC
authority, on a final basis, to borrow up to $165,000 from KeyBank
National Association and to continue using KeyBank's cash
collateral.

Representing the Debtors, Harry W. Greenfield, Esq., at Buckley
King, LPA, in Cleveland, Ohio, told the Court the Debtors needed
the funds to pay necessary administrative expenses, like taxes,
utilities and professionals.

The Debtors' operations have been shut down since April 2007, and
the Debtors are seeking to sell substantially all of their assets.

According to Mr. Greenfield, the Debtors lack any collections of
accounts receivable or other funds with which to pay postpetition
administrative expenses.  KeyBank's postpetition loans are the
only means by which the Debtors realistically can ensure that
their estates will not be administratively insolvent.

The Official Committee of Unsecured Creditors appointed in the
Debtors' cases tried to block the approval of the DIP loan.  That
objection was later withdrawn.

Forgitron is a party to a Revolving Credit and a Term Loan Note
dated August 10, 2005, pursuant to which KeyBank advanced funds to
Forgitron secured by, among other things, security interests in
substantially all of Forgitron's business assets.  Upon the
Debtors' bankruptcy filing, Forgitron owed in respect of Forgitron
Note #1 $10,000,000 to KeyBank.  Forgitron is also party to a
Promissory Note dated July 2, 2007, pursuant to which KeyBank
advanced $150,000 to Forgitron.  The principal amount remains
outstanding and due as of the Petition Date.

Hadgitron is a party to a Construction Loan Note dated December 1,
2005, pursuant to which KeyBank advanced funds to Hadgitron
secured by, among other things, a mortgage on Hadgitron's real
property located in Kershaw County, South Carolina.  As of the
Petition Date, Hadgitron owed $3,950,000 to KeyBank.

The obligations to KeyBank under the prepetition notes are secured
by the Debtors' assets.

The DIP loan will incur interest at a fixed rate of 9% per annum.

To secure the DIP loans, the Court held that KeyBank will be
granted first priority liens on all unencumbered assets of the
Debtors and "priming" liens on all encumbered assets of the
Debtors, pursuant to 11 U.S.C. Sections 364(c)(2) and 364(d).  The
DIP loans will be treated as administrative claims having
superpriority under 11 U.S.C. Section 364(c)(1).

The Debtors will grant KeyBank adequate protection liens pursuant
to Sections 361 and 363(e) of the Bankruptcy Code to protect the
Lender's interest in the collateral.

The Lender's liens are subject and subordinate in all respects to
certain "Carve-Out Expenses," which consist of fees required to be
paid to the Office of the United States Trustee pursuant to 28
U.S.C. Section 1930(a), and (b) compensation for services rendered
or reimbursement of expenses incurred by professionals hired in
the bankruptcy cases.

                  About Forgitron and Hadgitron

Forgitron LLC was formed in 2005 to manufacture aluminum wheels
for Accuride Corporation pursuant to the terms of a supply
agreement between the parties, under which Accuride was to
purchase 12,000 units per month from Forgitron.  Using Accuride as
a base, Forgitron planned to expand its operations to provide
wheels to other customers.  Ultimately, Accuride refused to accept
delivery of wheels manufactured by Forgitron, and Forgitron ceased
all business operations in April 2007.

Hadgitron LLC is the owner of real property located at 30 Hengst
Drive, Camden, South Carolina, which it leases to Forgitron.  The
Real Property served as the base of Forgitron's business
operations until the operations shut down in April 2007.

The Debtors filed for chapter 11 on March 15, 2008, before the
U.S. Bankruptcy Court for the Northern District of Ohio (Case Nos.
08-11762 and 08-11763).  The Debtors are represented by Harry W.
Greenfield, Esq., in Buckley King, LPA.

Forgitron, LLC disclosed $10 million to $50 million in estimated
assets and debts when it filed for bankruptcy.


GLOBAL BEVERAGE: March 31 Balance Sheet Upside-Down by $5,179,439
-----------------------------------------------------------------
Global Beverage Solutions Inc.'s consolidated balance sheet at
March 31, 2008, showed $3,237,057 in total assets and $8,416,496
in total liabilities, resulting in a $5,179,439 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,101,713 in total current assets
available to pay $8,416,496 in total current liabilities.

The company reported a net loss of $720,673, on revenues of
$2,572,256, for the first quarter ended March 31, 2008, compared
with a net loss of $1,231,076, on revenues of $811,696, in the
same period last year.

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?2c83

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 14, 2008,
Turner, Stone & Company LLP, in Dallas, expressed substantial
doubt about Global Beverage Solutions Inc.'s ability to continue
as a going concern after auditing the company's financial
statemens for the the year ended Dec. 31, 2007.  The auditing firm
or pointed to the company's limited revenues and losses totaling
$33,766,869 for the period from Aug. 26, 2002, through Dec. 31,
2007.

                      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.


GENERAL MOTORS: Ends Work Stoppage in 30 North American Plants
--------------------------------------------------------------
The United Auto Workers local union ratified a new labor agreement
with American Axle & Manufacturing Holdings Inc. on May 22, 2008,
ending a work stoppage that affected approximately 30 General
Motors Corp. plants in North America.

As disclosed in the Troubled Company Reporter on May 19, 2008, the
work stoppage at American Axle resulted in a loss of approximately
100,000 production units in the first quarter of 2008, which had
an estimated impact on earnings before tax of approximately $800
million.

In the second quarter, the American Axle strike is expected to
result in the loss of an additional 230,000 production units,
which is estimated to have an earnings before tax impact of
approximately $1.8 billion.

GM anticipates only a portion of this lost production will be
recovered, due to the current economic environment in the United
States and to the market shift away from the types of vehicles
that were impacted by the action at American Axle.

GM previously disclosed that it had agreed to provide American
Axle upfront support capped at $200 million to help fund employee
buyouts, early retirements and buydowns to facilitate a settlement
of the work stoppage. Final negotiations resulted in total support
of $215 million.

In addition, as reported in the TCR, several other GM plants have
been idled by work stoppages associated with finalizing local UAW
agreements.  These work stoppages are expected to result in the
loss of approximately 33,000 production units in the second
quarter, which are estimated to have an earnings before tax impact
of approximately $200 million.  Members of the local union at the
Lansing Delta Township plant in Lansing, Michigan have ratified a
new local labor agreement and production resumed on May 19.  
Members of the local union at the Fairfax plant in Kansas City,
Kansas have also ratified a new local labor agreement and
production resumed on May 22.  GM plans to recover the lost
production due to the impact of the local strikes over the
remainder of this year.

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.

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.

                          *     *     *

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.



GOEN TECHNOLOGIES: Files for Chapter 11 Protection in New Jersey
----------------------------------------------------------------
Goen Technologies Corporation and four of its affiliates filed for
Chapter 11 protection with the U.S. Bankruptcy Court for the
District of New Jersey.

Based in East Hanover, New Jersey, Goen Technologies Corporation
and its affiliates, TrimSpa Inc., Vitamerica Corp., and Winfuel
Inc. are the makers of dietary supplements.  Their most notable
product was the supplement TrimSpa, which had been promoted by the
late actress Anna Nicole Smith.  They filed for bankruptcy on May
21, 2008 (Bankr. N.J. Lead Case No. 08-19499).  The Debtors listed
consolidated total assets of $1,459,219 and total debts of
$31,999,096.


HARBOUR WALK PRESERVE: Voluntary Chapter 11 Case Summary
--------------------------------------------------------
Debtor: Harbour Walk Preserve, LLC
        4227 Northlake Blvd.
        Palm Beach Gardens, Fl 33410

Bankruptcy Case No.: 08-16789

Chapter 11 Petition Date: May 23, 2008

Court: Southern District of Florida (West Palm Beach)

Judge: Paul G. Hyman, Jr.

Debtor's Counsel: Bradley S. Shraiberg, Esq.
                  Email: bshraiberg@kpkb.com
                  John E. Page, Esq.
                  Email: jpage@kpkb.com
                  Kluger Peretz Kaplan & Berlin, P.L.
                  2385 N.W. Executive Ctr. Dr. Ste. 300
                  Boca Raton, FL 33431
                  Tel: (561) 443-0801, (561) 443-0819
                  Fax: (561) 998-0047, (561) 998-0047

                        -- and --

                  Eyal Berger, Esq.
                  Email: eberger@kpkb.com
                  201 S. Biscayne Blvd., 17th Fl.
                  Miami, FL 33131
                  Tel: (305) 379-9000
                  Fax: (305) 351-3801

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

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


HAWAIIAN TELCOM: PUC Denies Request to Increase Borrowing Capacity
------------------------------------------------------------------
Hawaiian Telcom Communications, Inc. reported last week that the
Public Utilities Commission of the State of Hawaii denied the
Company˙s request to increase its borrowing capacity from $90
million to $150 million under its existing senior secured
revolving credit facility. The Company˙s right to elect to
increase its borrowing capacity under its existing senior secured
revolving credit facility will expire on June 1, 2008.

Hawaiian Telcom is the state˙s leading telecommunications
provider, offering a wide spectrum of telecommunications products
and services, which include local and long distance service, high-
speed Internet, and wireless services.

The Troubled Company Reporter reported on April 10, 2008, that
Moody's Investors Service downgraded the Corporate Family
Rating of Hawaiian Telcom Communications Inc., to B3 from B2, and
changed the outlook for the company to negative from stable.  In
addition, Moody's downgraded the company's probability of default
rating to PDR-Caa1 from PDR-B2.  The rating actions reflect the
fact that the serious systems problems that developed in 2006
unexpectedly extended into a good part of 2007.  Consequently,
operating and financial performance fell well short of
expectations and, in Moody's opinion, may have caused significant
long-term damage to the company's competitive position.  In 2007,
HI-Tel residential access lines declined 11.0%, total lines fell
7.0% and high-speed-data lines grew just 1.3%.  Overall revenues
fell by almost 4.0%. In addition, the Hawaiian Public Utilities
Commission continues its investigation into the company's service
quality and performance levels.  Despite recent signs of systems
stabilization and improving functionality and the efforts of a new
management team to refocus the business and reduce costs, Moody's
believes that the company's credit profile over the next 18 to 24
months will be more consistent with a B3 rating.


HEALTHSOUTH CORP: Reduces High Cost Debt to $2 Billion by Q4 2007
-----------------------------------------------------------------
According to a Securities and Exchange Commission filing,
Healthsouth Corp. disclosed that it has prioritized reducing high
cost debt such as the purchase of $5 million of 10.75% senior
notes in January and February in 2008, and the plan to repay $30
million of 10.75% senior subordinated notes in the fourth quarter
of 2008.

Healthsouth also disclosed future debt reduction from sale of
corporate campus, additional income tax recoveries, excess cash
from operations, and derivative proceeds.

A "new" HealthSouth emerged after a turnaround progra, which
included the election of a new, independent board and a new
management; resolution of a bond holder dispute; a settlement with
the Department of Justice and the SEC; reconstruction of financial
statements; and sale of non-core assets.

The old HealthSouth was described as a complex company with four
operating divisions and no synergies -- some actual dis-synergies.  
The old company was heavily levered with $3.5 billion of debt and
had more than $1 billion total cash outflows related to government
settlements and professional fees.  The old company was also
riddled with corporate governance issues.

The new HealthSouth is a post-acute provider with emphasis on
inpatient rehabilitation, with a reduced debt of $2 billion in the
fourth quarter of 2007.  The new company created comprehensive
internal controls from ground up.

According to the regulatory filing, excess cash flow will be used
for:

   * reducing debt,
   * upgrading existing hospitals
   * building new hospitals, and acquiring competitors.


HEARTLAND INC: Earns $401,756 in 2008 First Quarter Ended March 31
------------------------------------------------------------------
Heartland Inc. reported net income of $401,756, on sales of
$4,058,796, for the first quarter ended March 31, 2008, compared
with a net loss of $653,018, on net sales of $3,401,070, in the
same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$7,125,117 in total assets, $4,827,944 in total liabilities, and
$2,297,173 in total stockholders' equity.

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?2c84

                     Going Concern Disclaimer

Meyler & Company LLC, in Middletown, N.J., expressed substantial
doubt about Heartland 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 loss from continuing operations of
$1,090,267 in 2007 and accumulated deficit of $14,958,608 at
Dec. 31, 2007.  In addition, the auditing firm said that there are
existing uncertain conditions which the company faces relative to
its obtaining capital in the equity markets.  

                       About Heartland Inc.

Headquartered in  Middlesboro, Ky.,  Heartland Inc. (OTC BB:
HTLJ.OB) -- http://www.heartlandholdingsinc.com/-- through its   
subsidiary, Mound Technologies Inc. of Springboro, Ohio, is
engaged in the business of steel fabrication.


HERITAGE WORLDWIDE: Posts $817,868 Net Loss in Qtr. Ended March 31
------------------------------------------------------------------
Heritage Worldwide Inc. reported a net loss of $817,868, on
revenues of $3,652,235, for the third quarter ended March 31,
2008, compared with net income of $3,314, on revenues of
$3,188,873 in the same period last year.

The increase in revenues during the three-month period ended
March 31, 2008, when compared to the prior year period is
primarily attributable to increased volume of breast implants sold
to distributors in Latin America and in Europe.

At March 31, 2008, the company's balance sheet showed $18,794,626
in total assets, $15,450,677 in total liabilities, $826,593 in
minority interest, and $2,517,356 in total stockholders' equity.

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?2c7c

                     Going Concern Disclaimer

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

                     About Heritage Worldwide

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

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


HOOP HOLDINGS: Pepper Hamilton Approved as Panel's Del. Counsel
---------------------------------------------------------------
The United States Bankruptcy Court for the District of Delaware
authorized the Official Committee of Unsecured Creditors of the
Chapter 11 proceedings of Hoop Holdings LLC and its debtor-
affiliates to retain Pepper Hamilton LLP as Delaware counsel.

As the Committee's Delaware counsel, Pepper Hamilton is expected
to:

   a) assist OSHR in representing the Committee;

   b) advise the Committee with respect to its rights, duties and
      powers in these Cases;

   c) assist and advise the Committee in its consultations with
      the Debtors, other committees and other parties in interest,
      relating to the administration of these cases;

   d) assist the Committee in analyzing the claims of the  
      Debtors' creditors and capital structure and in negotiating
      with the holders of claims and, if appropriate, equity
      interests;

   e) assist the Committee's investigation of the acts, conduct,
      assets, liabilities and financial condition of the Debtors
      and other parties involved with the Debtors, and of the
      operation of the Debtors' businesses;

   f) assist the Committee in analyzing intercompany transactions;

   g) assist the Committee in its analysis of, and negotiations,  
      with the Debtors or any other third party concerning matters
      related to, among other things, the assumption or rejection
      of certain leases of non-residential real property and
      executory contracts, asset dispositions, financing of other
      transactions and the terms of a plan of reorganization for
      the Debtors;

   h) assist and advise the Committee as to its communications, if
      any, to the general creditor body regarding significant
      matters in these cases;

   i) represent the Committee at all hearings and other
      proceedings;

   j) review, analyze, and advise the Committee with respect to
      all applications, orders, statements of operations and
      schedules filed with the Court;

   k) assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee\u2019s
      interests and objectives; and

   l) perform such other services as may be required and are
      deemed to be in the interests of the Committee in accordance
      with the Committee's powers and duties as set forth in the
      Bankruptcy Code.

The firm's professionals and their compensation rates are:

      Designations              Hourly Rates
      ------------              ------------
      Partners                    $450-$695
      Special Counsel             $450-$695
      Counsel                     $450-$695
      Associates                  $250-$400
      Paraprofessionals           $175-$205

David B. Stratton, Esq., a partner of the firm, assures the Court
that the firm is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                        About Hoop Holdings

Headquartered in Secausus, New Jersey, Hoop Holdings LLC owns and
operates gift, novelty, and souvenir shops.  The company and two
of its affiliates (Hoop Retail Stores, LLC and Hoop Canada
Holdings, Inc.) filed for Chapter 11 protection on March 27, 2008
(Bankr. D. Del. Lead Case No.08-10544).  Daniel J. DeFranceschi,
Esq., at Richards, Layton & Finger, represents the Debtors in
their restructuring efforts.  The Debtors selected Epiq Bankruptcy
Solutions LLC as claims and noticing agent.  The U.S. Trustee for
Region 3 has appointed seven creditors to serve on an official
committee of unsecured creditors or examiner under these cases.  
When the Debtors' filed for protection against their creditors,
they listed assets and debts between $100 million to $500 million.


HORACE MANN: A.M. Best Affirms 'bb' Rating on Preferred Stock
-------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength ratings of A-
(Excellent) and issuer credit ratings of "a-" of Horace Mann
Educators Corporation's property/casualty group, Horace Mann
Insurance Group, its members and HMEC's life/health insurance
company, Horace Mann Life Insurance Company.  A.M. Best also has
affirmed the ICR of "bbb-" and debt ratings of HMEC.  The outlook
for all ratings is stable.

The ratings reflect Horace Mann's strengthened capitalization
driven by the corrective measures management has taken in recent
years to its operations.  The 2007 operating results have been
driven by positive underwriting results in the homeowners, private
passenger auto liability and private passenger auto physical
damage lines.  The performance of Horace Mann's property book has
improved markedly as rate increases and improvements in
underwriting terms have continued to produce earnings results.  
The group also benefits from its expertise in personal line
products for the educator market, which has enabled it to obtain
numerous endorsements from local, state and national educational
associations.

Horace Mann's negative rating factors center around its continued
above average underwriting leverage measures and exposure to
severe weather losses in its property book, despite the marked
improvements the company recently has made.

Horace Mann Life's ratings reflect its important role within HMEC,
solid stand-alone risk-adjusted capitalization, overall profitable
earnings performance and a distribution model that employs the use
of both independent and captive agents to market its 403(b) tax-
qualified annuity products.

Partially offsetting these strengths is the continued challenges
of spread management on the company's fixed annuity block,
exposure to potential equity market volatility in the form of
reduced fee income from its variable annuity business and growing
its proprietary ordinary life segment while sustaining sales
momentum in its 403(b) business in the face of pending regulatory
changes effective Jan. 1, 2009. A.M. Best recognizes the recent
positive trends in Horace Mann's capitalization, although it
remains cautious and continues to monitor closely the demands on
Horace Mann Life's financial resources to support HMEC.

HMEC continues to operate through a corporate structure that
affords financial flexibility as a publicly traded holding company
with access to the capital markets, moderate financial leverage
and historically solid fixed charge coverage.

The FSR of A-(Excellent) and ICRs of "a-" have been affirmed for
Horace Mann Insurance Group and its following members:

  --  Horace Mann Insurance Company
  --  Horace Mann Property & Casualty Insurance Company
  --  Teachers Insurance Company
  --  Horace Mann Lloyds

The FSR of A-(Excellent) and ICR of "a-" have been affirmed for
Horace Mann Life Insurance Company.

The ICR of "bbb-" has been affirmed for Horace Mann Educators
Corporation.

These debt ratings have been affirmed:

Horace Mann Educators Corporation  --
  --  "bbb-" on $75 million 6.05% senior unsecured notes, due 2015
  --  "bbb-" on $125 million 6.85% senior unsecured notes, due
2016

These indicative ratings have been affirmed on securities
available under the $300 million shelf registration:

Horace Mann Educators Corporation  --
  --  "bbb-" on senior unsecured debt
  --  "bb+" on subordinated debt
  --  "bb" on preferred stock


HORIZON LINES: S&P Holds Ratings and Changes Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Horizon
Lines Inc. to negative from stable.  S&P affirmed the 'BB-' long-
term corporate credit rating.  At the same time, S&P affirmed the
'BB+' rating on the senior secured debt, two notches above the
corporate credit rating on the company, while leaving the recovery
rating on this debt unchanged at '1', indicating expectations of a
substantial (90%-100%) recovery in the event of a payment default.

In addition, S&P affirmed the 'B' rating on the senior unsecured
notes, two notches below the corporate credit rating, while
leaving the recovery rating unchanged at '6', indicating
expectations of a negligible (0%-10%) recovery in the event of a
payment default.
      
"The outlook revision reflects our expectation that earnings will
remain under pressure due to rising bunker fuel prices, despite a
fuel surcharge program, and continued softness in Puerto Rico,
market trends we expect to continue over at least the next year,"
said Standard & Poor's Funmi Afonja.  The company recently lowered
its 2008 earnings guidance for these reasons and cited
expectations of reduced cargo volumes in Puerto Rico.  The
negative outlook also reflects the potential for credit measures
to weaken further if the company makes an acquisition in the next
year to grow its logistics segment.
     
Ratings on Charlotte, North Carolina-based Horizon Lines reflect
the company's highly leveraged financial profile, shareholder-
friendly financial policies, and participation in the capital-
intensive and competitive shipping industry.  Positive credit
factors include barriers to entry afforded by the Jones Act
(which applies to intra-U.S. shipping) and fairly stable demand
from the company's diverse customer base.
     
Horizon Lines primarily transports goods between the continental
U.S. and Alaska, Hawaii, Guam, Micronesia, Asia, and Puerto Rico.  
In September 2007, the company created Horizon Logistics to expand
and develop its existing fully integrated logistics services
business and to help maintain its established container shipping
business.  Horizon Lines operates under the Jones Act, which
requires that shipments between U.S. ports be carried on U.S.-
built vessels that are flagged in the U.S., crewed by U.S.
citizens, and operated by companies that are at least 75% owned by
U.S. citizens.  These requirements narrow the competitive
landscape by excluding direct competition from foreign-flagged
vessels.
     
The negative outlook reflects our expectations of increased
earnings pressures because of rising fuel prices (despite a fuel
surcharge program), weak market conditions in Puerto Rico, and the
likelihood of an acquisition in the next year.  A material
weakening in earnings or an increase in debt leverage to finance
an acquisition would likely result in a downgrade.  S&P could
revise the outlook back to stable if earnings and credit metrics
strengthen as a result of improved market conditions or the
company adopts a less-aggressive financial policy.
     
On April 17, 2008, the company confirmed that U.S. federal agents
served search warrants and a grand jury subpoena relating to an
investigation of pricing practices of ocean carriers operating in
the Puerto Rico trade.  At this time, ratings and outlook on
Horizon Lines Inc. are not affected.  S&P will continue to monitor
developments.


HSI ASSET: S&P Slashes Certificates Rating to 'D' from 'CC'
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class M-8 and M-9 certificates from HSI Asset Securitization Corp.
Trust 2006-WMC1 to 'D' from 'CC.'
     
S&P downgraded the class M-8 and M-9 certificates because they had
realized cumulative losses of $5,656,663.13 and $6,312,000,
respectively, as of the May 2008 remittance period.  To date, the
transaction has experienced $47.983 million in cumulative realized
losses.
     
Subordination, excess interest, and overcollateralization provide
credit support for the transaction.  At issuance, the collateral
backing the deals consisted of subprime fixed- and adjustable-rate
fully amortizing first-lien mortgage loans secured by one- to
four-family residential properties.


IMPLANT SCIENCES: Posts $1,528,000 Net Loss in Qtr. Ended March 31
------------------------------------------------------------------
Implant Sciences Corp. reported a net loss of $1,528,000, on
security revenues of $787,000, for the third quarter ended
March 31, 2008, compared with a net loss of $1,892,000, on
security revenues of $1,121,000, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$9,665,000 in total assets, $5,274,000 in total liabilities,
$2,551,000 in redeemable convertible preferred stock, and
$1,840,000 in total stockholders' equity.

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?2c81

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 19, 2007,
UHY LLP, in Boston, expressed substantial doubt about Implant
Sciences Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the fiscal year ended June 30, 2007.  The auditing firm pointed to
the company's recurring losses from operations.

                      About Implant Sciences

Headquartered in Wakefield, Mass., Implant Sciences Corporation  
-- http://www.implantsciences.com/-- develops, manufactures and   
sells products through its primary business units: (i) explosives
trace detection systems for homeland security, defense, and other
security related applications and (ii) state of the art services
for the medical and semiconductor industries.  The company has
developed proprietary technology used in its commercial portable
and bench-top ETD systems, which ship to a growing number of
locations domestically and around the world.


INDALEX HOLDINGS: Completes Amended and Restated Credit Deal
------------------------------------------------------------
Indalex Holdings Finance Inc. completed an amended and restated
credit agreement which allows Indalex to receive a $15 million
senior secured term loan from Sun Indalex Finance LLC, an
affiliate of Sun Capital Partners Inc., and pursue up to
$20 million in sale-leaseback transactions.

In addition, an incremental $15 million senior secured term loan  
would be available in the future at the lender's sole option.
Indalex also disclosed that the initial term loan was completed,
and Indalex has received the initial term loan from the lender.

"I am delighted to report that we have obtained approval of an
amended credit agreement, which will further enhance our revolver
availability as we continue the implementation of our
Manufacturing Improvement Strategy to position the business not
just for short-term market conditions, but also to grow with our
customers when market conditions improve," Timothy R.J. Stubbs,
president and chief executive officer, said.

"Our strong support from our equity sponsor enables us to quickly
drive necessary improvements and efficiencies through our
business, something that many of our competitors cannot do during
these continued weak market conditions," Mr. Stubbs added.

The key terms of the amended credit agreement and term loans
include:

   * the addition of a $15 million senior secured term loan from
     the lender as part of the existing senior facility and the
     ability to put in place an incremental $15 million senior
     secured term loan with substantially the same terms as the
     Initial Term Loan that would be available in the future at
     the lender's sole option; and
    
   * the ability to pursue up to $20 million of real estate sales
     in sale-leaseback transactions;

Under the terms of the amended credit agreement, the proceeds of
the term loans will pay down the outstanding revolving loan
balance under the existing credit facility, and pay fees and
expenses herewith, thereby increasing the company's liquidity.

                About Indalex Holdings Finance Inc.

Indalex Holding Corp., -- http://www.indalex.com/-- is a wholly   
owned subsidiary of Indalex Holdings Finance Inc., through its
operating subsidiaries Indalex Inc. and Indalex Ltd., with
headquarters in Lincolnshire, Illinois, is the second largest
producer of soft alloy aluminum extrusion products in North
America. The company's aluminum extrusion products are widely used
throughout industrial, commercial, and residential applications
and are customized to meet specific end-user requirements.

The company's North American network includes 12 extrusion
facilities, 33 extrusion presses with circle sizes up to 14
inches, a variety of fabrication and close tolerance capabilities,
three anodizing operations, two billet casting facilities, and six
electrostatic paint lines, including powder coat capability.

As of March 30, 2008, the company showed strained liquidity with
total current assets of $207.1 million and total current
liabilities of $238.6 million.  The company had total assets of
$474.8 million and total liabilities of $482.2 million, resulting
in total stockholders' deficit of $7.3 million.


INTEGRATED MEDIA: March 31 Balance Sheet Upside-Down by $7,572,803
------------------------------------------------------------------
Integrated Media Holdings Inc.'s consolidated balance sheet at
March 31, 2008, showed $3,527,500 in total assets and $11,100,303
in total liabilities, resulting in a $7,572,803 total  
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,145,892 in total current assets
available to pay $9,636,337 in total current liabilities.

The company reported a net loss of $201,374, on revenues of
$852,372, for the first quarter ended March 31, 2008, compared
with net income of $2,735, on revenue of $1,020,749, in the same
period last year.

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?2c85

                     Going Concern Disclaimer

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Integrated Media Holdings 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 recurring losses, negative working
capital, and stockholders' deficit.

                      About Integrated Media

Integrated Media Holdings Inc. (OTC BB: IMHI) --
http://www.arrayit.com/-- owns, as a wholly owned subsidiary,  
TeleChem International Inc., which is doing business as Arrayit
Company, and is headquartered in Sunnyvale, California.  Arrayit
leads and empowers the genetic, research, pharmaceutical, and
diagnostic communities through the discovery, development and
manufacture of proprietary life science technologies and
consumables for disease prevention, treatment and cure.


ISABEL RABBANI: Case Summary & 5 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Isabel L Rabbani
        aka Isabel L Woods
        33601 Holtz Hill Rd
        Dana Point, CA 92629

Bankruptcy Case No.: 08-12473

Chapter 11 Petition Date: May 7, 2008

Court: Central District Of California (Santa Ana)

Judge: Erithe A. Smith

Debtor's Counsel: Matthew E Faler, Esq.
                  17330 Brookhurst St Ste 240
                  Fountain Valley, CA 92708
                  Tel: 714-965-7800
                  Fax: 714-965-7823

Total Assets: $2,016,100

Total Debts:  $4,720,623

A copy of the Debtor's petition and list of five largest unsecured
creditors is available for free at:

          http://bankrupt.com/misc/cacb08-12473.pdf


ISCO INTERNATIONAL: Inks Funding Pact, Realigns Board & Management
------------------------------------------------------------------
ISCO International, Inc., disclosed an agreement in principle of a
new credit line arrangement with its lenders.  Additionally, ISCO
reported the addition of Steve McCarthy to the Board of Directors,
as well as departures from the Board of Directors and Management
Team.

                    New Credit Line Facility

ISCO secured an agreement in principle for a new $2.5 million
credit facility with its lenders.  The line would be expected to
expire on Aug. 1, 2010, and borrowings on the line will be charged
a 9.5% interest rate.  ISCO would borrow on the line immediately,
using a portion of the proceeds to repay the outstanding $500,000
short term debt to Lenders related to the receivables factoring
arrangement, including accrued interest.

"This credit line indicates validation of our plan and provides us
the capital resources we need to implement our strategy," Gordon
Reichard, Jr., Chief Executive Officer of ISCO, said.  "We will
accelerate our realignment of the Company around key growth
initiatives and transition our focus to sales and marketing
activities that most effectively implement our go-to-market
strategy.  We expect to announce an investor call for early June
to review our plan with our investors.  I am pleased to see the
buy in from our lenders and investors, and appreciate their
continued support of our Company."

          Stephen McCarthy to the Board of Directors

ISCO welcomes Mr. Stephen McCarthy to its Board of Directors.  Mr.
McCarthy served as Tellabs' Executive Vice President of Global
sales, services and marketing from 2004 through 2007.  Previously
at Tellabs, he served as Sr. VP of Operations and Services, Sr. VP
Optical Networking, Sr. VP Global Marketing and Sr. VP of Global
Solutions and Services.  Prior to Tellabs, Mr. McCarthy was Sr. VP
of ADP's Major accounts division, and from 1989 through 1997 he
held executive positions in both marketing and sales at Ameritech.  
Mr. McCarthy has a Bachelor of Science degree in Finance from the
University of Illinois and an MBA from DePaul University.

"As we evolve our company, this addition shows the deliberate,
continuing diversification of our Board to support our market-
focused plans for the future," Mr. Ralph Pini, Chairman of the
Board of Directors, said.  "His experience, perspective and
judgment should provide great benefit to our company.  We are very
pleased to welcome him aboard."

                   Board of Directors Resignations

ISCO disclosed the resignation of Mr. John Thode from the Board of
Directors.  Mr. Thode was CEO of ISCO until November 2007 when he
joined a large Fortune 500 company, but continued to serve on
ISCO's Board of Directors until May 2008.  Additionally, Mr. Jim
Fuentes also resigned, both as a director and an employee.  Mr.
Fuentes was a member of the Board of Directors since 2003 and
became Chief Strategy Officer following the acquisition of Clarity
Communication Systems Inc. by ISCO during January 2008.

"First and foremost, I'd like to thank John and Jim for their
assistance in getting me up to speed here at ISCO since I joined
two months ago," Mr. Reichard said.  "We are making profound
changes to our Company and business model.  This process often
includes the departures of some good people.  Please join me in
wishing them thanks for their contributions and only success in
the future."

                         Company Departure

In addition to Jim Fuentes' departure, ISCO announces the
departure of Mr. Frank Cesario, its Chief Financial Officer since
2002.  "Frank has been with the Company a long time and has been
key to managing through the many tough transitions that have
occurred over the years," said Mr. Pini.  "Over the past 60 days,
Frank has provided the support and invaluable insight regarding
all aspects of the Company allowing us to create the new plan we
are about to embark upon," said Mr. Reichard.  "Frank has a great
future in front of him and I know everyone wishes him the best."
The Company is in the advanced stages of the CFO selection process
and will make an announcement at the appropriate time.

                    About ISCO International

Headquartered in Elk Grove Village, Ill., ISCO International Inc.
(AMEX: ISO) -- http://www.iscointl.com/-- is a supplier of RF   
management and interference-control solutions for the wireless
telecommunications industry.

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 18, 2008,
Grant Thornton LLP, in Chicago, expressed substantial doubt about
ISCO International 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 reported that the company incurred a net loss of
approximately $6.4 million during the year ended Dec. 31, 2007,
and, as of that date, the company's accumulated deficit was
approximately $171.0 million.  The auditing firm also said that
the company has consistently used, rather than provided, cash in
its operations.


JEANNINE A. GRIFFON: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Jeannine A. Griffon
        6646 N.W. 127th Terrace
        Parkland, FL 33076

Bankruptcy Case No.: 08-15004

Chapter 11 Petition Date: April 22, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K Olson

Debtor's Counsel: David Marshall Brown, Esq.
                  33 NE 2 St # 208
                  Ft. Lauderdale, FL 33301
                  Tel: (954) 765-3166
                  e-mail: dmbrownpa@bellsouth.net

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

Estimated Debts:  $1,000,001 to $10,000,000

The Debtor's two largest unsecured creditors are:

   Entity                         Claim Amount
   ------                         ------------
Ford Motor Credit                   $4,000.00
POB 542000
Omaha, NE  68154

Wachovia Bank                       $2,000.00
1460 Coral Ridge Drive
Coral Springs, FL  33071


JEFF Y. WER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Jeff Y. Wer
         dba Casa Blanca Bar & Grill
         Reina D. Wer
         2602 N Camino Principal
         Tucson, AZ 85715

Bankruptcy Case No.: 08-04378

Chapter 11 Petition Date: April 18, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtors' Counsel: Eric Slocum Sparks, Esq.
                  Eric Slocum Sparks PC
                  110 S Church Ave #2270
                  Tucson, AZ 85701
                  Tel: 520-623-8330
                  Fax: 520-623-9157
                  e-mail: ericssparks@hotmail.com

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

Estimated Debts:  $1,000,001 to $10,000,000

Debtors' 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Avelo Mortgage                 Mortgage Deficiency       $416,000
PO Box 660138
Dallas, TX 75266

Emad Alwer                     Loan                      $120,000
7850 N. Oracle Rd
Tucson, AZ 85704

Humberto Alas                  Loan                       $50,000
4134 N. Business St.
Long Beach, CA 90807

Resturaunt Standard Supplies   Personal guarantee         $40,219

Khawla Papkov                  Loan                       $30,000

Pawnee Leasing Corp.           Personal guarantee         $25,511

Khawla Papkou                  Loan                       $25,000

Paragon Productions            Lawsuit                    $23,000
c/o West Christoffel
& Zickerman

City of Tucson                 Sales taxes                $21,000

Luis Duarte                    Loan                       $20,500

Reward Systems                 Services                   $20,000

Maria Canizales                Loan                       $17,000

Maria Cahizalez                Loan                       $16,000
Claro Cahizalez

Gregory D'Antonio              Personal guarantee         $11,400

Luis Alas                      Loan                       $10,000

Arizona Dept. of Revenue       Sales taxes                $10,000

Monroe & McDonough             Attorney fees               $9,276

Arizona Keyboard Accep Corp.   Personal guarantee          $8,734

HSBC                           Credit card debt            $8,027


JEFFERSON COUNTY: Bankers Involved in Swap Deals Under Probe
------------------------------------------------------------
The U.S. Securities and Exchange Commission and the Justice
Department are now investigating bankers and officials involved in
Jefferson County's swap agreements between 2001 and 2004, William
Selway and Martin Z. Braun of Bloomberg News report.  The SEC and
Justice Department are probing whether the banks conspired
nationwide to fix prices for derivatives, violating the Sherman
Antitrust Act, the report stated, citing target letters sent to
bank employees.  

The banks that helped Jefferson County arrange the deals are
JPMorgan, Bank of America, Bear Stearns, and Lehman Brothers
Holdings Inc.  Bankers who worked for the banks could face
criminal charges.  The county has 13 interest-rate swap
transactions with Bank of America, Bear Stearns Inc., JPMorgan
Chase & Co. and Lehman Brothers.  

As reported by the Troubled Company Reporter on March 10, 2008,
Jefferson County was in technical default in relation to its sewer
debt.  The county was unable to post $184 million in collateral on
$5.4 billion of interest-rate swaps tied to the bonds.  The
collateral was required under the agreement after a series of
downgrades on the debt.  

The Jefferson County Commission has for the third time secured an
extension or the payment of a $53 million sewer debt until June 1.  
Jefferson County has $4.6 billion in overall debt, including $3.2
billion in sewer bonds.  

Two of the firms that guarantee to make the payments on Jefferson
County's sewer bonds in the event of default were FGIC Corp. and
XL Capital Assurance Inc.  FGIC insured $1.56 billion of Jefferson
County auction-rate securities, and XL Capital backed $397 million
of the bonds.

The Commission has voted to enter an agreement with Haskell,
Slaughter, Young and Rediker to help the county find a way to
avert a bankruptcy that stands to be the largest municipal
bankruptcy in U.S. history.

                     About Jefferson County

Jefferson County was founded in 1819.  It has its seat in
Birmingham.  It has a population of 660,000.  It ended its 2006
fiscal year with a $42.6 million general fund balance, according
to Standard & Poor's.  Patrick Darby, a lawyer with the Birmingham
firm of Bradley Arant Rose & White, represents Jefferson County.  
Porter, White & Co. in Birmingham is the county's financial
adviser.

                    *     *     *

As reported by the TCR on March 28, 2008,  Moody's Investors
Service downgraded to Caa3 from B3 the rating on the $3.2 billion
outstanding sewer revenue warrants.  Moody's said the county has
not presented a concrete plan that would prevent a default on its
sewer obligations.  The county has publicly proposed using excess
funds generated by a countywide 1% sales and use tax, currently
securing the outstanding school warrants.  The tax generated an
additional $27 million in fiscal 2007 over the school warrant debt
service; the initial intention was to use the excess for early
redemption of debt.  This proposal would require state legislation
and it is unclear that the additional funds would provide enough
revenue to cover the county's sewer obligations.

As reported by the TCR on April 2, 2008,  Standard & Poor's
Ratings Services lowered its underlying rating on Jefferson
County's series 2003 B-2 through 2003 B-7 sewer revenue refunding
warrants to 'D' from 'CCC' due to the sewer system's failure to
make a principal payment on the warrants when due on April 1,
2008, in accordance with the terms of the standby warrant purchase
agreement.

As reported by the TCR on April 10, 2008, Moody's Investors
Service downgraded the rating on $800,000 of outstanding Jefferson
County Assisted Housing Corporation, First Mortgage Refunding
Housing Revenue Bonds (Spring Gardens Project) Series 1999 to Ba2
from Baa1.  The outlook has been revised to negative from stable.  
The downgrade is based on a significant decline in debt service
coverage, resulting from an increase in property expenses and a
lack of rental rate increases.


JHCI ACQUISITION: S&P Places 'B' Rating Under Negative CreditWatch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'B' long-term corporate credit rating, on JHCI Acquisition
Corp on CreditWatch with negative implications.
      
"The CreditWatch placement reflects heightened concerns over the
third-party logistics company's constrained liquidity position,"
said Standard & Poor's credit analyst Anita Ogbara.  Currently,
JHCI does not have access to its $30 million revolver.  As of
March 31, 2008, the company was not in compliance with its total
leverage covenant; however, it is not required to comply because
there are no borrowings under the revolving credit facility.
     
At the same time, Standard & Poor's placed the 'B+' rating on
JHCI's $460 million senior secured credit facility on CreditWatch
with negative implications.
     
JHCI offers various third-party logistics services, including
warehousing (accounting for a majority of revenues), freight
management, packaging and manufacturing, transportation and
brokerage, and staffing.
     
S&P will assess the company's operating prospects and liquidity in
resolving the CreditWatch.  S&P could lower ratings if it appears
that financial performance is unlikely to improve over the next
several quarters, or if the liquidity position deteriorates
further.


JOHN H. BUXELL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtors: John H. Buxell
         aka Jack Buxell
         Jane D. Buxell
         260 Maiden Lane
         St. Paul, MN 55102

Bankruptcy Case No.: 08-32049

Chapter 11 Petition Date: April 29, 2008

Court: District of Minnesota (St Paul)

Judge: Gregory F. Kishel

Debtors' Counsel: Ralph Mitchell, Esq.
                  Lapp Libra Thomson Stoebner & Pusch
                  One Financial Plaza Ste 2500
                  120 S 6th St
                  Mpls, Mn 55402
                  Tel: 612-338-5815
                  e-mail: rmitchell@lapplibra.com

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

Estimated Debts:  $1,000,001 to $10,000,000

A copy of the Debtors' petition and list of their 20 largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/mnb08-32049.pdf


JOHN T. DRISCOLL: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: John T Driscoll
         Monique M Driscoll
         3099 Venezia Terrace
         Chino Hills, CA 91709

Bankruptcy Case No.: 08-15144

Chapter 11 Petition Date: May 5, 2008

Court: Central District Of California (Riverside)

Judge: Meredith A. Jury

Debtors' Counsel: Warren G Enright, Esq.
                  25219 Terreno Dr
                  Mission Viejo, CA 92961
                  Tel: 949-419-6895
                  Fax: 949-419-6875
                  e-mail: enrightlawcenter@gmail.com

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

Estimated Debts:  $1,000,001 to $10,000,000

A copy of the Debtors' petition and list of their 13 largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/cacb08-15144.pdf


JOSE RUSSE: Case Summary & 10 Largest Unsecured Creditors
---------------------------------------------------------
Debtors: Jose Ramon Marrero Russe
         aka Chemon Marrero
         aka Dr. Jose Ramon Marrero Russe
         Sylvia Martinez Collazo
         PO Box 8928
         Humacao, PR 00792

Bankruptcy Case No.: 08-02599-11

Chapter 11 Petition Date: April 28, 2008

Court: District of Puerto Rico (Old San Juan)

Debtors' Counsel: Victor Gratacos Diaz, Esq.
                  PO BOX 7571
                  Caguas, PR 00726
                  Tel: 787 746-4772
                  e-mail: vgratacd@coqui.net

Total Assets: $1,272,664

Total Debts:  $1,414,199

A copy of the Debtors' petition and list of their 10 largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/prb08-02599-11.pdf


JOSEPH T. BUBONIC: Case Summary & 2 Largest Unsecured Creditors
---------------------------------------------------------------
Debtors: Joseph Thomas Bubonic
         Mary Bubonic
         22 Rue St. Cloud
         Newport Beach, CA 92660

Bankruptcy Case No.: 08-12189

Chapter 11 Petition Date: April 28, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtors' Counsel: Robert P Goe, Esq.
                  Goe & Forsythe, LLP
                  660 Newport Center Drive, Suite 320
                  Newport Beach, CA 92660
                  Tel: (949) 467-3780
                  Fax: (949) 721-0409
                  e-mail: kmurphy@goeforlaw.com

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

Estimated Debts:  $1,000,001 to $10,000,000

The Debtors' two largest unsecured creditors are:

   Entity                      Nature of Claim      Claim Amount
   ------                      ---------------      ------------
American Express Travel Relate      Judgment           $25,000
c/o Berke & Associates      
555 St. Charles Drive #100
Thousand Oaks, CA 91360

Internal Revenue Service                                $3,900
PO Box 21126
Philadelphia, PA 19114


JOSEPH F. CONNERS: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Joseph F. Conners
        aka Joe F. Conners
        2819 Powells Valley Road
        Halifax, PA 17032

Bankruptcy Case No.: 08-01564

Chapter 11 Petition Date: April 29, 2008

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Robert E. Chernicoff, Esq.
                  Cunningham and Chernicoff PC
                  2320 North Second Street
                  Harrisburg, PA 17110
                  Tel: 717 238-6570
                  Fax: 717 238-4809
                  e-mail: rec@cclawpc.com

Estimated Assets: $10,000,001 to $50,000,000

Estimated Debts:  $10,000,001 to $50,000,000

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


JUSTIN BUNNELL: Case Summary & Largest Unsecured Creditor
---------------------------------------------------------
Debtor: Justin M Bunnell
        10757 Oregon Avenue
        Culver City, CA 90232

Bankruptcy Case No.: 08-15938

Chapter 11 Petition Date: May 1, 2008

Court: Central District Of California (Los Angeles)

Judge: Thomas B. Donovan

Debtor's Counsel: Wayne A Silver, Esq.
                  333 W El Camino Real Ste 310
                  Sunnyvale, CA 94087
                  Tel: 408-720-7007
                  Fax: 408-720-7001
                  e-mail: w_silver@sbcglobal.net

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

Estimated Debts:  $100,000,001 to $500,000,000

Debtor's largest unsecured creditor:

   Entity                 Nature of Claim         Claim Amount
   ------                 ---------------         ------------
Citi Cards                Credit card purchases         $500
PO Box 6000
The Lakes, NV 89163


JUSTIN DAVIS ENTERPRISES: Voluntary Chapter 11 Case Summary
-----------------------------------------------------------
Debtor: Justin Davis Enterprises, Inc.
        151 S.E. Lakeshore Dr.
        Madison, FL 32340

Bankruptcy Case No.: 08-06468

Chapter 11 Petition Date: May 6, 2008

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Daniel R. Fogarty, Esq.
                  Stichter, Riedel, Blain & Prosser, PA
                  110 East Madison Street, Suite 200
                  Tampa, FL 33602
                  Tel: (813) 229-0144
                  e-mail: dfogarty.ecf@srbp.com

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

Estimated Debts:  $1,000,001 to $10,000,000

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


KINGSLEY CAPITAL: Case Summary & Nine Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Kingsley Capital, Inc.
        3773 Cherry Creek Dr. N., Ste. 575
        Denver, CO 80209

Bankruptcy Case No.: 08-17152

Chapter 11 Petition Date: May 23, 2008

Court: District of Colorado (Denver)

Judge: Michael E. Romero

Debtor's Counsel: Christian C. Onsager, Esq.
                  Onsager, Staelin & Guyerson, LLC
                  1873 S. Bellaire St., Ste. 1401
                  Denver, CO 80222
                  Tel: (303) 512-1123
                  Email: consager@comcast.net

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

Debtor's Nine Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
Bloom, Murr & Accomazzo, PC    $66,000.00
410 17th St., Ste. 2400
Denver, CO 80202-4436

Accord Associates              $43,441
8792 Mourning Dove Ln.
Highlands Ranch, CO 80126
Attn: H.A. Lowe & Associates
2200 Market St., Ste. 701
Denver, CO 80205

Hatch Jacobs, LLC              $42,458
Attn: Robert Hatch
950 Seventeenth St., Ste. 1700
Denver, CO 80202

Key Bank                       $20,000
P.O. Box 5278
Boise, ID 83705-0278
Attn: Bus Bkg. Express Lending
Ctr. Pat.
P.O. BOX 94831
Cleveland, OH 44101-4831

Raines Law Group               $10,289
8447 Wilshire Blvd., Ste. 450
Beverly Hills, CA 90211

Lindquist & Vennum, PLLP       $7,707
Attn: J. Smiley
600 17th St., Ste. 1800 S.
Denver, CO 80202-5441
Tel: (303) 573-5900

Janice Jones                   $5,000
3773 Cherry Creek Dr. N.,
Ste. 575
Denver, CO 80209

OTR                            $3,579
1000 SW Broadway, Ste. 920
Portland, OR 97205
Attn: Allen Stokes, Jr.
1776 South Jackson St.,
Ste. 900
Denver, CO 80210-3808

Allen Velone                   $1,861
1600 Stout St.
Denver, CO 80202


LIBERTY MUTUAL: A.M. Best Puts 'bb+' Rating on $1.25BB Debentures
-----------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of "bb+" to the
forthcoming issuance of $1.25 billion Series C 10.75% junior
subordinated debentures of Liberty Mutual Group, Inc.  The
debentures have a scheduled maturity of 50 years.  The anticipated
settlement date is May 29, 2008.  The outlook for the rating is
stable.

Proceeds from the offering will be used to strengthen
capitalization in preparation for LMGI's previously announced
intent to acquire Safeco Corporation.


LIFE SCIENCES: Five Directors Re-elected at Shareholders Meeting
----------------------------------------------------------------
Mark L. Bibi, Secretary and General Counsel of Life Sciences
Research, Inc., disclosed in a regulatory filing with the U.S.
Securities and Exchange Commission that at the Company's Annual
Meeting of Stockholders held on May 21, 2008, stockholders voted
to re-elect for a one-year term five directors proposed by the
Company.

The annual stockholders' meeting was held at 53 Street,
Urbanizacion Obarrio, in Panama, Republic of Panama.

The elected directors are:

   (a) Andrew Baker, 59, who was appointed to the Huntingdon Life
       Sciences Group plc Board as Executive Chairman in
       September 1998 in connection with his leadership of a
       rescue plan for Huntingdon.  He became a Director and
       Chairman and CEO of LSR on January 10, 2002.

   (b) Gabor Balthazar, 66, who was appointed to the Huntingdon
       Board as the Senior Independent Non-Executive Director in
       March 2000.  He became a director of LSR on January 10,
       2002.  Mr. Balthazar serves on the Audit Committee as
       Chairman, Compensation Committee as Chairman, and
       Nominating and Corporate Governance Committee.

   (c) Brian Cass, FCMA, CBE, 60, who was appointed to the
       Huntingdon Board as Managing Director/Chief Operating
       Officer in September 1998 and became a Director and
       President and Managing Director of LSR on January 10,
       2002.

   (d) Afonso Junqueiras, 51, who became a director of LSR on
       January 15, 2003.  Mr. Junqueiras serves on the Audit
       Committee, Compensation Committee and Nominating and
       Corporate Governance Committee.

   (e) Yaya Sesay, 65, who became a director of LSR on
       January 10, 2003.  He serves on the Audit Committee,
       Compensation Committee and Nominating and Corporate
       Governance Committee as Chairman.

                       About Life Sciences

Headquartered in East Millstone, New Jersey, Life Sciences
Research Inc. (NYSE Arca: LSR) -- http://www.lsrinc.net/-- is a   
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States and the United Kingdom.

                          *     *     *

As reported by the Troubled Company Reporter on May 5, 2008, Life
Sciences Research Inc.'s consolidated balance sheet at March 31,
2008, showed $198.6 million in total assets and $220.4 million in
total liabilities, resulting in a $21.8 million total
stockholders' deficit.


L TERSIGNI: Court Appoints Hugh Ray as Examiner to Probe Firm
-------------------------------------------------------------
The Hon. Alan H.W. Schiff of the U.S. Bankruptcy Court for the
District of Connecticut approved the appointment of Hugh M. Ray a
partner with Andrews Kurth, as the Examiner to investigate the
billing practices and related conduct of L. Tersigni Consulting,
CPA, P.C.  

As reported in the Troubled Company Reporter on. Jan. 28, 2008,
Judge Schiff has directed the inquiry to investigate "any fraud,
dishonesty, incompetence or gross mismanagement of the affairs"
of L. Tersigni by its management.  The company's founder, Loreto
Tersigni, died in May of 2007.  Employees of the firm had notified
federal authorities of possible billing discrepancies.

Mr. Ray co-chairs the national bankruptcy practice of Andrews
Kurth and has represented creditors, debtors, lenders and
bondholders in a number of major corporate bankruptcies.  He has
testified several times before Congress, including the House
Judiciary Committee and the Senate Judiciary Committee concerning
proposed amendments to the Federal Bankruptcy Code.

He chaired the American Bar Association's Business Bankruptcy
Committee and was a member of the Standing Committee on Judicial
Selection, Tenure and Compensation.  Mr. Ray also co-authored the
book, Bankruptcy Investing, now in its fourth edition.

                        About L. Tersigni

Based in Stamford, Connecticut, L. Tersigni Consulting CPA, P.C.
was engaged in the business of accounting and financial advisor to
various constituencies in matters relating to claims asserted
primarily in asbestos litigation and asbestos related bankruptcy
cases.

The company filed for chapter 11 protection on Nov. 14, 2007
(Bankr. D. Conn. Case No. 07-50702).  Carol A. Felicetta, Esq., at
Reid and Riege, P.C., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in this case to date.  The Debtor's schedules listed
total assets of $2,229,659 and total debts of $246,564.

The U.S. Justice Department's Office of the U.S. Trustee has named
Hugh M. Ray, a partner with Andrews Kurth, as the Examiner to
investigate the billing practices and related conduct of L.
Tersigni Consulting.


LINENS N THINGS: Section 341(a) Meeting Scheduled for June 10
-------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for Region
3, will convene a meeting of the creditors of Linens 'n Things and
its debtor-affiliates on June 10, 2008, at 11:00 a.m.  The meeting
will be held at Room 2112 in the 2nd Floor of J. Caleb Boggs
Federal Building, 844 King Street, in Wilmington, Delaware.

This is the first meeting of creditors required under Sec. 341(a)
of the Bankruptcy Code in all bankruptcy cases.  All creditors
are invited, but not required, to attend.

This Meeting of Creditors offers the one opportunity in a
bankruptcy proceeding for creditors to question a responsible
office of the Debtors under oath about the company's financial
affairs and operations that would be of interest to the general
body of creditors.

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


MERRILL LYNCH: Names Doug Mallach to Liquidate Bad Assets
---------------------------------------------------------
Merrill Lynch & Co. is appointing Doug Mallach, its top U.S.
fixed-income sales executive, to a new role of liquidating assets
that were spoiled by the subprime mortgage crisis, various reports
say.

Areas considered for purging have caused troubles at the brokerage
and contributed in its chief executive's departure, The Wall
Street Journal relates.

Mr. Mallach, will be in charge of a team Merrill created to sell
assets including collateralized debt obligations, the mortgage-
related securities that caused most of the New York-based firm's
$37 billion of writedowns over the past nine months, Bloomberg
states citing a person familiar with the matter.

The team, called FICC Asset Management and carved out of the
fixed-income sales force that Mr. Mallach oversaw, reflects chief
executive officer John Thain's focus on eradicating money-losing
mortgage-related bonds accumulated under his ousted predecessor,
Stan O'Neal, Bloomberg notes.  The mortgage market has been frozen
since 2007, thwarting a pledge Mr. Thain made in January to
liquidate the assets, reports state.

According to reports citing David Sobotka, global head of
Merrill's fixed-income, currencies and commodities business,
Mr. Mallach's appointment is part of the company's ongoing effort
to optimize its asset and risk profile.

Mr. Sobotka will assume Mr. Mallach's sales-management duties,
reports indicate.

                      About Merrill Lynch

Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth   
management, capital markets and advisory companies with offices in
40 countries and territories and total client assets of
approximately $1.6 trillion.  As an investment bank, it is a
leading global trader and underwriter of securities and
derivatives across a broad range of asset classes and serves as a
strategic advisor to corporations, governments, institutions and
individuals worldwide.  Merrill Lynch owns approximately half of
BlackRock, one of the world's largest publicly traded investment
management companies with more than $1 trillion in assets under
management.


MIRANT CORP: AER-Alliance Lawsuit Denied Over Litigation Expenses
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District
of Texas denied the request of AER NY-GEN, LLC and Alliance
Energy Renewables, LLC to enforce the rights of AER NY-Gen under
the Confirmation Order and Mirant Corp. and its debtor-affiliates'
Plan of Reorganization; and, sustained the Alliance Entities'
Objection which was filed under seal.

The Court stated that the Membership Interest Purchase and Sale
Agreement does not require Mirant New York to pay the costs of
the Barrett Litigation, including whatever amounts may be
required to obtain public access to the Reservoir via the
Easement or otherwise.

Prior to the ruling, Alliance argued that Mirant New York agreed
in the PSA to ensure that Mirant NY-Gen, LLC's assets were as
free and clear of liens, claims, encumbrances and interests as
they would have been had Alliance acquired the assets through a
sale under Section 363 of the Bankruptcy Code.  Alliance reasoned
out that Mirant New York's obligation under these provisions ran
to ensure that the easement satisfied the license-related
requirements of the Federal Energy Regulatory Commission.

However, the Court pointed out that Alliance misperceives the
power given a bankruptcy court by Section 363, which is limited
to "cleansing" what a debtor owns from the claims, encumbrances
and charges of third parties that are quantified as claims under
Section 101(5) or 102(2) of the Bankruptcy Code.  Neither Section
363 nor any other provision of the Bankruptcy Code gives the
Bankruptcy Court the power to enhance or improve whatever
ownership interest was held by the debtor prepetition that became
property of the estate, the Court maintained.

The Court cannot convert rights of Woodstone Lakes Development,
LLC, Woodstone Toronto Development, LLC, and Woodstone Crestwood
Development, LLC, into a claim since they are not creditors,
the Court asserted.

Whatever Woodstone's assertions regarding its rights respecting
the easement do not amount to a "charge against or interest in
property to secure payment of a debt or performance of an
obligation," the Court noted.  Because Woodstone's claims
against NY Gen in a Barrett Litigation do not secure a debt or an
obligation to perform, Woodstone cannot be asserting a lien.

Moreover, Woodstone's claims against Mirant NY-Gen in the Barrett
Litigation assert no right to payment and do not seek any
performance from Mirant NY-Gen, the Court stated.  Thus,
Woodstone is not asserting a "claim" against Mirant NY-Gen in the
Barrett Litigation.

In the Barrett Litigation, Woodstone, in fact, is asserting its
ownership interest as against a claim by Mirant NY-Gen that would
limit that ownership interest, the Court said.  Moreover,
Woodstone's claims do not attach to Mirant NY-Gen's property.  
Rather, the issue posed in the Barrett Litigation is the extent
to which Mirant NY-Gen's rights encumber Woodstone's property.  
Clearly, Woodstone is not asserting an "encumbrance" against
Mirant NY-Gen's property, the Court stated.

Woodstone claims no interest in the Easement, the Court noted.
Rather, the easement is a burden on Woodstone's fee, and
Woodstone seeks in the Barrett Litigation to determine only the
extent of that burden, the Court averred.  It is counter-
intuitive to suggest that authority to sell property free of
interests includes the ability to sell an interest in real
property free of the underlying fee holder's ownership rights,
the Court concluded.

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE:
MIR) -- http://www.mirant.com/-- is an energy company that
produces and sells electricity in North America, the Caribbean,
and the Philippines.  Mirant's investments in the Caribbean
include three integrated utilities and assets in Jamaica, Grand
Bahama, Trinidad and Tobago and Curacao.  Mirant owns or leases
more than 18,000 megawatts of electric generating capacity
globally.

Mirant Corporation filed for chapter 11 protection on July 14,
2003 (Bankr. N.D. Tex. 03-46590), and emerged under the terms of
a confirmed Second Amended Plan on Jan. 3, 2006.  thomas E.
Lauria, Esq., at White & Case LLP, represented the Debtors in
their successful restructuring.  When the Debtors filed for
protection from their creditors, they listed US$20,574,000,000
in assets and US$11,401,000,000 in debts.  The Debtors emerged
from bankruptcy on Jan. 3, 2006.  On March 7, 2007, the Court
entered a final decree closing 46 Mirant cases.

Mirant NY-Gen LLC, Mirant Bowline LLC, Mirant Lovett LLC, Mirant
New York Inc., and Hudson Valley Gas Corporation, were not
included.  On Feb. 15, 2007, Mirant NY-Gen filed its Chapter 11
Plan of Reorganization and on Feb. 22 filed a Disclosure
Statement explaining that Plan.  The Court approved the adequacy
of Mirant NY-Gen's Disclosure Statement on March 22, 2007, and
confirmed the Amended Plan on May 7, 2007.  Mirant NY-Gen
emerged from chapter 11 on May 7, 2007.

On July 13, 2007, Mirant Lovett filed its Chapter 11 Plan of
Reorganization.  The Court confirmed Mirant Lovett's Plan on
Sept. 19, 2007.  Mirant Lovett emerged from bankruptcy on
Oct. 2, 2007.

(Mirant Bankruptcy News, Issue No. 138; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on Dec. 26, 2007,
Moody's Investors Service upgraded the ratings of Mirant
Corporation (Mirant: Corporate Family Rating to B1 from B2) and
its subsidiaries Mirant Mid-Atlantic, LLC (MIRMA: pass through
trust certificates to Ba1 from Ba2), Mirant North America, LLC
(MNA: senior unsecured to B1 from B2 and senior secured to Ba2
from Ba3) and Mirant Americas Generation, LLC (MAG: senior
unsecured to B3 from Caa1).  Additionally, Mirant's Speculative
Grade Liquidity (SGL) rating was revised to SGL-1 from SGL-2.
The rating outlook is stable for Mirant, MNA, MAG, and MIRMA.


MONTE CARLO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Monte Carlo Group, Inc.
        575 Anton Blvd., Ste. 820
        Costa Mesa, CA 92626

Bankruptcy Case No.: 08-12854

Chapter 11 Petition Date: May 23, 2008

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: Marc J. Winthrop, Esq.
                  E-mail: pj@winthropcouchot.com
                  Peter W. Lianides, Esq.
                  E-mail: pj@winthropcouchot.com
                  660 Newport Ctr. Dr. Ste. 400
                  Newport Beach, CA 92660
                  Tel: (949) 720-4100
                  Fax: (949) 720-4111

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Legacy Drywall, Inc.           trade debt            $100,000
Attn: Manuel-Owner/Mike
Chapman-Attorney
1253 Enterprises Ct.
Corona, CA 92885

Guy Evans                      trade debt            $83,000
Attn: Julie Glendine
P.O. Box 10630
Indio, CA 92202

CLM Production                 trade debt            $64,156
Attn: Angelique Ryan Timpson
41655 Reagan Way, Ste. J
Murrieta, CA 92562

General Electric Co.           trade debt            $35,000

General Security Services      trade debt            $34,000

Gateway Concrete               trade debt            $30,322

Precision Painting             trade debt            $29,500

Inland Erosion Cont            trade debt            $19,034

Group 7                        trade debt            $18,675

Kastle Star, Inc.              trade debt            $16,409

Vintage Design                 trade debt            $15,000

Integrity Windows              trade debt            $14,988

Caxcan, Inc.                   trade debt            $14,000

The Press-Enterprise           trade debt            $12,738

Randy Bogs Masonry             trade debt            $12,236

Mays Masonry                   trade debt            $12,000

Victor Valley Synthetic        trade debt            $9,908

Preferred Telecom              trade debt            $9,000

CR&R, Inc.                     trade debt            $8,606

Top Notch Cleaning             trade debt            $7,772


NEW YORK HEALTH: March 31 Balance Sheet Upside-Down by $2,759,357
-----------------------------------------------------------------
New York Health Care Inc.'s consolidated balance sheet at
March 31, 2008, showed $13,258,031 in total assets and $16,017,388
in total liabilities, resulting in a $2,759,357 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $11,679,263 in total current assets
available to pay $16,017,388 in total current liabilities.

The company reported net income of $71,110, on net patient service
revenue of $11,021,811, for the first quarter ended March 31,
2008, compared with a net loss of $329,696, on net patient service
revenue of $11,184,902, in the same period last year.

The net income of $71,110 for the three months ended March 31,
2008, includes net income of $226,377 from the operations of the
home health care segment and offset by a net loss of $155,267 from
the BioBalance segment, which to date has not generated any
revenue.

The net loss of $329,696 for the three months ended March 31,
2007, includes net income of $357,198 from the operations of the
home health care segment and offset by a net loss of $686,894 from
the BioBalance segment, which to date has not generated any
revenue.

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?2c78

                     Going Concern Disclaimer

Holtz Rubenstein Reminick LLP, in New York, expressed substantial
doubt about New York Health Care 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 and negative working capital.

                      About New York Health

Headquartered in Brooklyn, N.Y., New York Health Care Inc. (OTC
BB: BBAL.OB) -- is currently engaged in two industry segments, the
delivery of home healthcare services and the development of
proprietary biotherapeutic agents for the treatment of various
gastrointestinal disorders, through its acquisition of BioBalance.


ONONDAGA COUNTY: S&P Chips Bond Rating to BB- on Weak Financial
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Onondaga
County Industrial Development Agency, N.Y.'s series 1993B and 1998
bonds, issued for Community General Hospital of Greater Syracuse,
to 'BB-' from 'BB', reflecting continued weak financial
performance, lower volumes, and thin liquidity
     
The downgrade specifically reflects operating results that were
expected to improve in 2007, but ended measurably worse than
projected due largely to costs related to a state-mandated nursing
home consolidation and shortages in certain nursing specialties.  
In addition, the hospital reports weak obstetric and newborn
volume trends in 2008 related to physician departures; however,
other volumes, including the important orthopedic service line are
doing well.  Thin liquidity, due to large pension contributions,
particularly in 2007 was also reported by CGH, although liquidity
has stabilized.  The hospital has spent limited amounts on capital
for the past several years and its age of plant now exceeds 17
years, so as pension contributions abate, they will probably be
replaced by growing capital needs.
     
"The stable outlook reflects that liquidity and operations are
stabilizing, albeit at weak levels reflective of the 'BB-'
rating," said Standard & Poor's credit analyst Liz Sweeney.  "Also
lending stability to the rating are CGH's low debt and relatively
short maturity of the debt," added Ms. Sweeney.
     
S&P do not expect operations to improve measurably in the next
year or two, as recruitment for the gaps in the obstetric service
lines is expected to take some time to provide a positive effect
on operations.  However, the sizable pension contribution of 2007
is behind them, with future contributions expected to be
measurably lower, and debt service is declining annually, both
of which should serve to preserve liquidity.  In addition, CGH
expects to receive the funds needed for a sizable renovation from
state moneys related to the nursing home closure, allowing CGH to
expand their private-room mix without affecting their own
liquidity.
     
Support for the 'BB-' rating, includes CGH's low debt level, with
only $9.9 million of long-term debt, all of which matures within
10 years, and a significant drop in debt service in 2008 resulting
from a bond issue that matured in 2007.  Also supporting the
rating are the successful orthopedic service line, which
experienced 25% volume growth in 2007, and management's
recruitment efforts to replace departed physicians and increase
the medical staff.


ORBITZ WORLDWIDE: S&P Revises Outlook to Neg. and Holds All Rtngs.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Orbitz
Worldwide Inc. to negative from stable.  All ratings, including
the 'B' corporate credit rating, were affirmed.
      
"The outlook revision is based on the negative rating outlook on
Orbitz's partial owner, Travelport Holdings Ltd.," said Standard &
Poor's credit analyst Betsy Snyder.  Although Travelport reduced
its stake in Orbitz in late 2007 and deconsolidated Orbitz's
financial results from its own at that time, Travelport and
affiliates of the Blackstone Group, one of Travelport's owners,
still own 55.5% of Orbitz common stock (a controlling stake).  "In
addition, we are concerned about weaker demand beginning in the
second half of 2008 caused by a slowing global economy, which
could negatively affect the company's bookings," the analyst
continued.  This will hurt the company's earnings and cash flow,
delaying expected debt reduction.
     
Ratings on Orbitz Worldwide Inc. reflect the controlling stake in
the company held by Travelport and affiliates of the Blackstone
Group, one of the owners of Travelport Holdings Ltd.; an
aggressive financial profile; and the seasonal and cyclical nature
of the travel industry.  Ratings also incorporate the company's
major position in on-line travel distribution and the strong cash
flow this business typically generates.
     
On July 25, 2007, Orbitz completed an IPO, which generated
$475 million of net proceeds, and closed on a $685 million secured
credit facility.  Most of the proceeds from these financings were
used to reduce Travelport's debt.  From the date of the IPO
through January 2008, Travelport continued to own approximately
59% of Orbitz.  In January, it divested a portion of its stake so
that it no longer owns a controlling interest (just under 50%).  
However, the shares were transferred to affiliates of the
Blackstone Group, one of Travelport's owners, which now own a
55.5% stake.
     
Orbitz is a leading on-line consumer travel distributor, which
consists of a diverse group of brands that include Orbitz, Cheap
Tickets, ebookers, and several others.  Orbitz is a major full-
service U.S. on-line travel agency.  Cheap Tickets is an on-line
travel agency focusing on price-sensitive travelers.  Ebookers is
a U.K.-based European on-line and off-line travel agency.    
Approximately 77% of consolidated revenues are generated in the
U.S., with significant growth opportunities outside the U.S. and
in the corporate on-line travel sector. In the U.S. on-line
sector, Orbitz is the second-largest company, behind Expedia and
ahead of Travelocity (a unit of Sabre Holdings Corp.).  However,
outside the U.S., its market position is significantly weaker than
those of market leader Expedia as well as Travelocity.
     
Expected reduced travel demand, caused by a weaker global economy
beginning in the second half of 2008, would likely negatively
affect the company's earnings and cash flow, and delay significant
improvement in its financial profile.  Also, S&P could lower
ratings if S&P were to lower its ratings on Travelport.  S&P
consider an outlook revision to stable unlikely until there are
indications of a sustained growth in travel bookings.


PLASTECH ENGINEERED: Roush Insists Entitlement to Molds
-------------------------------------------------------
Roush Manufacturing, Inc. asserts its request to enforce its
moldbuilders lien and recover molds at Plastech Engineered
Products Inc.'s plants.

As reported in the Troubled Company Reporter on April 3, 2008,
Roush Manufacturing asked the U.S. Bankruptcy Court for the
Eastern District of Michigan to lift the automatic stay to allow
it to recover molds that Plastech and its debtor-affiliates use in
the production of parts for particular vehicles manufactured by
Chrysler LLC.

Roush argues that its request should not be overruled based solely
on its financing statement not bearing the Debtor's full exact
legal name.

"Michigan Mold Lien Act and not the Uniform Commercial Code is
the controlling law in determining whether Roush's lien properly
attached to the Molds," Stephen M. Gross, Esq., at McDonald
Hopkins PLC, in Bloomfield Hills, Michigan, tells the Court.

Mr. Gross says that the unduly burdensome requirement of
precision in filing a financing statement pursuant to the Uniform
Commercial Code, is increased, perhaps intentionally by the
Debtors that regularly held itself out as "Plastech" in all
correspondences with Roush, complicating efforts of the
moldbuilder to comply with the U.C.C.

"Notwithstanding the issue of whether recording a U.C.C.
financing statement only under the name "Plastech" was sufficient
to identify Roush's lien on property of the Debtors, the Act was
developed to create and simplify the legal means by which a
moldbuilder could protect itself," Mr. Gross tells the Court.  He
adds that it would be inequitable and would defeat the purpose of
the Act to find Roush's lien on the Molds invalid because it used
the trade name "Plastech", which is the name the Debtors
consistently used in all of its communications and contracts with
Roush.

Mr. Gross relates that the Michigan Mold Act legislature did not
intend to require moldbuilders to file financing statements with
the exact legal name of the debtors.  He notes the Debtors, which
consist of numerous entities, always used the trade name of
Plastech, even on their purchase orders.  

                          *     *     *

General Motors Corporation has joined the objections to Roush's
request.  GM adopts the arguments raised by the Debtors and
Chrysler LLC.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 21; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/       
or 215/945-7000)


PNM RESOURCES: Moody's Confirms Ba2 Senior Unsecured Ratings
------------------------------------------------------------
New York, May 23, 2008 -- Moody's Investors Service confirmed the
long-term and short-term ratings of PNM Resources, Inc. (PNMR:
senior unsecured Ba2, short-term NP) and its subsidiary Public
Service Company of New Mexico (PNM: senior unsecured Baa3, short-
term P-3) concluding the review for downgrade that continued
following their respective downgrades on April 25, 2008. The
outlook for PNMR and its subsidiaries, PNM and Texas-New Mexico
Power (TNMP: senior unsecured Baa3) is negative.

The ratings confirmation follows a decision by the New Mexico
Public Regulation Commission (NMPRC) to authorize an emergency
fuel and purchased power cost adjustment clause (FPPCAC) that will
likely remain in place until PNM's next rate case decision. PNM
estimates the emergency FPPCAC will generate an additional $58-62
million of annual revenues. The emergency FPPCAC factor will be in
place for 24 months or until rates go into effect after PNM's next
rate case; will have a hard cap; will be reset every six months;
will incorporate a minimum capacity factor for core base load
facilities; and will be subject to a fuel cost audit with a
specific emphasis on coal costs. PNM will likely apply for a
permanent fuel clause in conjunction with its next general rate
case filing, which is anticipated to be made during the third
quarter of 2008 with rates expected to be implemented no later
than the third quarter of 2009.

"As a result of the NMPRC's recent base rate and FPPCAC decisions,
our anticipation of PNM's return to more normal levels of
operating performance, and assuming additional levels of future
rate relief, Moody's believes that credit metrics for PNM could
remain in a range appropriate for utilities rated Baa3," said
Laura Schumacher, Vice President - Senior Analyst of Moody's. "The
NMPRC's decision to allow PNM to implement an emergency FPPCAC is
expected to result in a significant improvement in PNM's near term
cash flow," said Ms. Schumacher.

Although, the emergency FPPCAC is only a temporary measure and
includes a hard cap above which costs may not be recovered,
management anticipates that they will be able to manage within the
cap for the coming year. We also expect that PNM will file its
next rate case very quickly. The rating confirmation also reflects
our assumption of expected debt reduction associated with the
anticipated sale of PNM's gas operations and the improved
liquidity positions of PNM and PNMR as a result of their recent
issuance of long-term financing and renewed availability under
their credit facilities.

The negative outlooks for PNM and PNMR reflect the fact that PNM's
financial performance remains highly dependent on continued
regulatory support, and the fact that there is little financial
"cushion" to protect against unanticipated operational issues,
cost increases or extended periods between rate increases.

The negative outlook for TNMP reflects financial credit metrics
that have weakened since its 2005 acquisition by PNMR, and also
reflects its position as a subsidiary of PNMR. TNMP is expected to
file for a rate increase in Texas in the third quarter of 2008.

Headquartered in Albuquerque, New Mexico, PNMR is a holding
company which has as its primary subsidiaries, PNM, TNMP and First
Choice Power, a Texas retail energy provider. PNMR also owns a 50%
interest in EnergyCo, LLC through which PNMR conducts unregulated
energy operations in the Southwest.

Outlook Actions:

   * Issuer: PNM Resources, Inc.
     -- Outlook, Changed To Negative From Rating Under Review

   * Issuer: Public Service Company of New Mexico
     -- Outlook, Changed To Negative From Rating Under Review

Confirmations:

   * Issuer: PNM Resources, Inc.
     -- Senior Unsecured Bank Credit Facility, Confirmed at Ba2

     -- Senior Unsecured Regular Bond/Debenture, Confirmed at Ba2

     -- Multiple Seniority Shelf: Preferred Stock Confirmed at
        (P)B1; Senior Unsecured Confirmed at (P)Ba2

   * Issuer: Public Service Company of New Mexico
     -- Issuer Rating, Confirmed at Baa3

     -- Senior Unsecured Bank Credit Facility, Confirmed at Baa3

     -- Senior Unsecured Regular Bond/Debenture, Confirmed at
        Baa3

     -- Preferred Stock Preferred Stock, Confirmed at Ba2

     -- Commercial Paper, Confirmed at P-3

     -- Senior Unsecured Shelf, Confirmed at (P)Baa3


PRC LLC: Wants to Employ Grant Thornton as Accountants
------------------------------------------------------
PRC LLC and its debtor-affiliates ask authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Grant Thornton LLP, as their auditors and accountants, nunc pro
tunc to May 9, 2008.

As auditors and accountants to the Debtors, Grant Thornton is
expected to:

     (i) conduct an audit of the Debtors' consolidated financial
         statements as of Dec. 31, 2007;

    (ii) review certain of the Debtors' federal and state tax
         returns for the year ended Dec. 31, 2007; and

   (iii) perform other services as the Debtors and Grant Thornton
         may agree on.

Alfredo R. Perez, Esq., at Weil, Gotshal & Manges LLP, in
Houston, Texas, tells the Court that the Debtors have been
advised by Grant Thornton that it will endeavor to coordinate
with the other professionals retained in these Chapter 11 cases
to eliminate unnecessary duplication or overlap of work.  

In connection with the Grant Thornton retention, the Debtors
relate that they will incur certain cost for transitioning
relevant documents and services from the their previous auditors,
Ernst & Young LLP, to Grant Thornton.  The Debtors anticipate
that the Transition Costs will not exceed $10,000.  Accordingly,
the Debtors seek the Court's authority to pay Ernst and Young  
for any reasonable Transition Costs.

Mr. Perez says that the employment of Grant Thornton, under a
retainer and pursuant to the terms of engagement letters dated
April 28, 2008 and May 9, 2008, are appropriate and necessary to
enable the Debtors to execute faithfully their duties as debtors
in possession and to implement their restructuring and
reorganization.  The Debtors relates that Grant Thornton requires
from the Debtors a $50,000 retainer of $50,000 prior to
commencement of the contemplated audit services and a $7,500
retainer prior to the commencement of the contemplated accounting
services.  

Grant Thornton's services will be paid according to the firm's
hourly rates, which are:

    Professional                           Hourly Rates
    ------------                           ------------
    Partners/Principals/Directors          $470 to $515
    Senior Managers                        $385 to $425
    Managers                               $285 to $335
    Senior Associates                      $210 to $240
    Associates                             $170 to $190
    Para-Professionals                     $120

With respect to the Audit Services, Grant Thornton has agreed to
discount its hourly billing rates to approximate a blended rate
of $196 per hour and the Accounting Services to approximate a
blended rate of $256 per hour.  

Grant Thornton will seek reimbursement for reasonable out-of-
pocket expenses.

Circo Buttacavoli, a partner of Grant Thornton LLP, assures the
Court that his firm a "disinterested person," as that term is
defined in Section 101(14) of the Bankruptcy Code, as modified by
Section 1107(b) 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. 13; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


PRIMUS TELECOMMUNICATIONS: Reduces Debt by $63.2 Million
--------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated reduced its
outstanding principal amount of indebtedness by $63.2 million
through private exchange transactions.

In aggregate, $67.1 million principal amount of 14-1/4% Senior
Secured Notes were newly issued under an existing indenture by
Primus Telecommunications IHC, Inc., an indirect wholly owned
subsidiary of Primus Telecommunications Group, and were exchanged,
together with $4.7 million in cash, for a total of $130.3 million
of outstanding debt comprised of these:

   * $5.3 million principal amount of 12-3/4% Senior Notes due
     2009 issued by Primus Telecommunications Group;

   * $43.0 million principal amount of 3-3/4% Convertible Senior
     Notes due 2010 issued by Primus Telecommunications Group;

   * $33.0 million principal amount of 5% Exchangeable Senior
     Notes due 2010 issued by Primus Telecommunications Holding,
     Inc., a wholly owned subsidiary of Primus Telecommunications
     Group; and

   * $49.0 million principal amount of 8% Senior Notes due 2014
     issued by Primus Telecommunications Holding.

Thus, in the aggregate, $67.1 million principal amount of newly
issued debt, plus $4.7 million in cash, was exchanged for
$130.3 million principal amount of outstanding debt.  Primus
Telecommunications Group estimates, as a result of the exchange
transactions, the company˙s annualized cash interest expense will
increase by approximately $1.7 million.

Headquartered in McLean, Virginia, Primus Telecommunications Group
(OTC: PRTL) -- http://www.primustel.com/-- is an integrated   
communications services provider offering international and
domestic voice, voice-over-Internet protocol, Internet, wireless,
data and hosting services to business and residential retail
customers and other carriers located primarily in the United
States, Canada, Australia, the United Kingdom and western Europe.  

PRIMUS provides services over its global network of owned and
leased transmission facilities, including approximately 500
points-of-presence (POPs) throughout the world, ownership
interests in undersea fiber optic cable systems, 18 carrier-grade
international gateway and domestic switches, and a variety of
operating relationships that allow it to deliver traffic
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on April 17, 2008,
Moody's Investors Service downgraded Primus Telecommunications
Group Incorporated's corporate family rating to Ca from Caa3.

  
QUAKER DEVELOPMENT: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Quaker Development Corp.
        803 W. Market St.
        West Chester, PA 19382

Bankruptcy Case No.: 08-13383

Chapter 11 Petition Date: May 24, 2008

Court: Eastern District of Pennsylvania (Philadelphia)

Judge: Stephen Raslavich

Debtor's Counsel: Peter William DiGiovanni, Esq.
                  Email: maximvsv@aol.com
                  P.O. Box 250
                  Gradyville, PA 19039-0250
                  Tel: (610) 640-8209

Estimated Assets: $10 million to $50 million

Estimated Debts:   $1 million to $10 million

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


RMIW LLC: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------
Debtor: R.M.I.W., LLC
        aka R.M.I.W., LLC of Texas
        704 N. Thompson
        Conroe, TX 77301

Bankruptcy Case No.: 08-33284

Chapter 11 Petition Date: May 23, 2008

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Julie Mitchell Koenig, Esq.
                  Email: jkoenig@towkoenig.com
                  Tow and Koenig PLLC
                  26219 Oak Ridge Dr.
                  The Woodlands, TX 77380
                  Tel: (281) 681-9100
                  Fax: (281) 681-1441

Total Assets: $60,700,300

Total Debts:   $7,786,127

Debtor's Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Billy Jack Barret              Fees                  $400,000
11987 Peyton Hwy.
Peyton, CO 80831

Barton R. Bentley              Legal Fees            $7,000
1360 Post Oak Blvd., Ste. 1600
Houston, TX 77056

Alfred Ted Ruemke Law Office   Legal Fees            $3,750
704 N. Thompson
Conroe,TX 77301

Willimas Lappen Hafen & Keller Business Expense      $3,000

Mountain View Electric         Utilities             $1,600

Hamachen Well Works, Inc.      Business Debt         $1,500

Tow & Koenig, PLLC             Attorney Fees         $0


RURAL/METRO CORP: Moody's Holds Sr. Discount Notes' Rating at Caa1
------------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the senior
subordinated notes of Rural/Metro LLC, a wholly-owned subsidiary
of Rural/Metro Corporation, to B2 from B3 in accordance with the
application of Moody's Loss Given Default Methodology.
Concurrently, Moody's affirmed the ratings on the senior secured
credit facilities of Rural/Metro LLC at Ba2 and the senior
discount notes of Rural/Metro Corporation at Caa1. Moody's also
affirmed the Corporate Family Rating and Probability of Default
Rating at B2. The ratings outlook remains negative.

The upgrade of the rating on Rural/Metro LLC's senior subordinated
notes reflects the expectation of additional recovery at the
subordinated debt level following the repayment of a meaningful
amount of the company's senior secured term loan.

The affirmation of the B2 Corporate Family Rating reflects the
expectation that the company will continue to operate with high
financial leverage. Anticipated improvements in adjusted leverage
and other credit metrics have not been realized as margins were
pressured by increases in uncompensated care and Medicare and
Medicaid denials.

However, the rating is supported by the company's national
presence in a highly fragmented industry. Top-line growth has
remained sound reflecting favorable demographics, the company's
presence in high-growth markets and its ability to successfully
leverage expansion in markets in which it has 911 contracts.
Revenues are expected to continue to grow over the near term as a
result of the trend toward outsourcing of hospital-based ambulance
services and opportunities for public/private partnerships. The
ratings also reflect the fact that the company's cash flow
coverage of debt metrics remain strong for the rating category,
despite the erosion in profitability experienced in the second
half of fiscal 2007. Further, Moody's notes that Rural/Metro has
shown a commitment to reduce debt through voluntary prepayements
against the balance of the company's term loan.

While Moody's acknowledges recent improvement in the company's
operating results, the negative outlook reflects our expectation
that EBITDA growth and profitability could to continue to be
pressured by changes in uncompensated care and payor mix. The
outlook also reflects the aggressive tightening of covenants under
the credit agreement through the next four quarters. Moody's
believes that evidence of sustained improvement in operating
margins from recent initiatives, increased certainty of compliance
with financial covenants, a continued reduction in the amount of
term loan outstanding and the remediation of material weaknesses
noted in the company's SEC filings could result in a stabilization
of the outlook.

Ratings upgraded:

   * Rural/Metro LLC

     -- 9.875% senior subordinated notes due 2015, to B2
        (LGD4, 56%) from B3 (LGD4, 59%)

Ratings affirmed/LGD assessments revised:

   * Rural/Metro LLC

     -- Senior secured revolving credit facility due 2010, Ba2
        (LGD2, 12%)

     -- Senior secured letter of credit facility due 2011, Ba2
        (LGD2, 12%)

     -- Senior secured term loan B due 2011, Ba2 (LGD2, 12%)

   * Rural/Metro Corporation

     -- 12.75% senior discount notes due 2016, to Caa1 (LGD5,
        89%) from Caa1 (LGD6, 91%)

     -- Corporate Family Rating, B2

     -- Probability of Default Rating, B2

Rural Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, airport fire and rescue
and home healthcare services in 23 states and approximately 400
communities within the United States. The services are provided
under contract with government entities, hospitals, healthcare
facilities and other healthcare organizations. Net revenue for the
twelve months ended March 31, 2008 was approximately $492 million.


RURAL/METRO CORP: Moody's Upgrades Sr. Sub. Notes' Ratings to B2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings on the senior
subordinated notes of Rural/Metro LLC, a wholly-owned subsidiary
of Rural/Metro Corporation, to B2 from B3 in accordance with the
application of Moody's Loss Given Default Methodology.
Concurrently, Moody's affirmed the ratings on the senior secured
credit facilities of Rural/Metro LLC at Ba2 and the senior
discount notes of Rural/Metro Corporation at Caa1. Moody's also
affirmed the Corporate Family Rating and Probability of Default
Rating at B2. The ratings outlook remains negative.

The upgrade of the rating on Rural/Metro LLC's senior subordinated
notes reflects the expectation of additional recovery at the
subordinated debt level following the repayment of a meaningful
amount of the company's senior secured term loan.

The affirmation of the B2 Corporate Family Rating reflects the
expectation that the company will continue to operate with high
financial leverage. Anticipated improvements in adjusted leverage
and other credit metrics have not been realized as margins were
pressured by increases in uncompensated care and Medicare and
Medicaid denials.

However, the rating is supported by the company's national
presence in a highly fragmented industry. Top-line growth has
remained sound reflecting favorable demographics, the company's
presence in high-growth markets and its ability to successfully
leverage expansion in markets in which it has 911 contracts.
Revenues are expected to continue to grow over the near term as a
result of the trend toward outsourcing of hospital-based ambulance
services and opportunities for public/private partnerships. The
ratings also reflect the fact that the company's cash flow
coverage of debt metrics remain strong for the rating category,
despite the erosion in profitability experienced in the second
half of fiscal 2007. Further, Moody's notes that Rural/Metro has
shown a commitment to reduce debt through voluntary prepayements
against the balance of the company's term loan.

While Moody's acknowledges recent improvement in the company's
operating results, the negative outlook reflects our expectation
that EBITDA growth and profitability could to continue to be
pressured by changes in uncompensated care and payor mix. The
outlook also reflects the aggressive tightening of covenants under
the credit agreement through the next four quarters. Moody's
believes that evidence of sustained improvement in operating
margins from recent initiatives, increased certainty of compliance
with financial covenants, a continued reduction in the amount of
term loan outstanding and the remediation of material weaknesses
noted in the company's SEC filings could result in a stabilization
of the outlook.

Ratings upgraded:

   * Rural/Metro LLC

     -- 9.875% senior subordinated notes due 2015, to B2
        (LGD4, 56%) from B3 (LGD4, 59%)

Ratings affirmed/LGD assessments revised:

   * Rural/Metro LLC

     -- Senior secured revolving credit facility due 2010, Ba2
        (LGD2, 12%)

     -- Senior secured letter of credit facility due 2011, Ba2
        (LGD2, 12%)

     -- Senior secured term loan B due 2011, Ba2 (LGD2, 12%)

   * Rural/Metro Corporation

     -- 12.75% senior discount notes due 2016, to Caa1 (LGD5,
        89%) from Caa1 (LGD6, 91%)

     -- Corporate Family Rating, B2

     -- Probability of Default Rating, B2

Rural Metro Corporation provides emergency and non-emergency
medical transportation, fire protection, airport fire and rescue
and home healthcare services in 23 states and approximately 400
communities within the United States. The services are provided
under contract with government entities, hospitals, healthcare
facilities and other healthcare organizations. Net revenue for the
twelve months ended March 31, 2008 was approximately $492 million.


RITE AID: Fitch Assigns 'CCC/RR6' Rating on $150MM Conv. Notes
--------------------------------------------------------------
Fitch Ratings has assigned 'CCC/RR6' ratings to Rite Aid
Corporation's new 8.5% $150 million senior unsecured convertible
notes due 2015.  The proceeds of the new offering will be used to
redeem its $150 million of its 6.125% senior unsecured notes due
2008 at a price equal to approximately 102% of the principal
outstanding amount.

Fitch rates Rite Aid as:
  -- Issuer Default Rating 'B-';
  -- $1.75 billion bank credit facility 'BB-/RR1';
  -- $1.25 billion term loans 'BB-/RR1';
  -- $1.061 billion 2nd lien senior secured notes 'BB-/RR1';
  -- $1.851 billion guaranteed senior unsecured notes 'CCC+/RR5';
  -- $758 million non guaranteed senior unsecured notes 'CCC/RR6'.

The Rating Outlook is Stable.

The ratings consider the risk associated with integrating over
1,800 Brooks and Eckerd stores with Rite Aid's existing store base
and improving operations at these stores; the company's high
leverage, with total adjusted debt/EBITDAR of 8.1 times for the
fiscal year ended March 1, 2008; operating statistics that trail
those of competitors; and the intense competition in the drug
retailing sector.  The ratings also reflect Rite Aid's
management's concerted efforts to improve the productivity of its
store base, the positive demographics of the drug retailing
industry, as well as the benefits from leveraging a larger store
base.


RUTLAND RATED: Fitch Withdraws 'BB' Rating on $60 Million Notes
---------------------------------------------------------------
Fitch Ratings has withdrawn these ratings on Rutland Rated
Investments Sedona 2005-1 following notification that the holders
of the notes have exercised their option to be redeemed:

  -- $20,000,000 class A-3F secured limited recourse fixed-rate
     credit linked notes due 2010 'BBB';

  -- $2,000,000 class A3-LK secured limited recourse floating-rate
     credit linked notes due 2010 'BBB';

  -- $60,000,000 class B3-LEK secured limited recourse floating-
     rate credit linked notes due 2010 'BB'.

Sedona 2005-1 was a synthetic collateralized debt obligation  
referencing a static portfolio of primarily investment grade
corporate obligations.  At close, proceeds from the issuance of
the notes were used to collateralize credit default swaps between
the issuer and Bear Stearns Credit Products Inc.


SCOTTISH RE: S&P Junks Counterparty Credit and FS Ratings
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its counterparty credit
rating on Scottish Re Group Ltd. to 'CCC-' from 'B' and its
counterparty credit and financial strength ratings on Scottish
Re's operating companies to 'B-' from 'BB'.
     
Standard & Poor's also said that it lowered its ratings on all
these companies' dependent unwrapped securitized deals by four
notches.
     
All of these ratings remain on CreditWatch with negative
implications.
      
"The downgrade reflects our materially increased estimate of
expected losses on Scottish Re's residential mortgage-backed
securities investments since initially placing the ratings on
CreditWatch on Jan. 31, 2008," explained Standard & Poor's credit
analyst Robert A. Hafner.  Because of the disclosure of a material
weakness in their accounting controls and the pending revised
application of accounting principles to its distressed assets
Standard & Poor's believes Scottish Re's financial flexibility
could be severely limited.
     
The rating action also reflects our opinion that an obligor rated
'CCC' is currently vulnerable and is dependent upon favorable
business, financial, and economic conditions to meet its financial
commitments.
     
Since S&P placed the ratings on CreditWatch, Scottish Re has
significantly reduced the risk of losing material reserve credits
secured through its XXX securitizations.  The loss of reserve
credits could still occur, but the magnitude of the potential
shortfall is greatly reduced. However, losing reserve credits
would immediately affect Scottish Re's capitalization because
the company would have to post collateral external to the XXX
structures to reestablish the reserve credits.  Scottish Re's
capacity to post the required capital if it becomes necessary
continues to be increasingly strained, and present circumstances
make it exceedingly difficult for Scottish Re to source external
capital infusions until the market disruption dissipates and the
impact on the company is known with near certainty.
     
The company's weakened financial condition has also resulted in a
discretionary payment default on its $125 million of 7.25%
noncumulative perpetual preferred shares.  On April 14, 2008, the
company also notified the holders of these shares that it might
not pay the July dividend and may be precluded by the terms of the
shares from declaring and paying dividends on the Oct. 15, 2008,
dividend payment date.
     
The ratings will remain on CreditWatch negative until we can
determine the full extent to which the company's limited financial
flexibility and reduced financial strength are weakened.  This
will not likely be determinable until the company is able to file
its outstanding financial reports.  "We will lower the ratings
further if the deterioration is more severe than expected,"
Mr. Hafner added.


SPEEDWAY MOTORSPORTS: Moody's Reviewing Ba1 CFR for Downgrade
-------------------------------------------------------------
Moody's Investors Service placed Speedway Motorsports, Inc.'s Ba1
Corporate Family rating, Ba1 Probability of Default Rating and
associated debt ratings on review for possible downgrade. The
review follows the company's announcement that it has entered into
an agreement to acquire Kentucky Speedway, LLC for a purchase
price of approximately $78.3 million including debt assumed or
satisfied and $7.5 million of contingent payments. The company's
CEO also indicated that SMI might expand Kentucky Speedway's
approximate 68,000-person seating capacity by up to 50,000 seats.
The LGD point estimates for the individual debt instruments are
also subject to change.

On Review for Possible Downgrade:

  Issuer: Speedway Motorsports Inc.

   * Corporate Family Rating, Placed on Review for Possible
     Downgrade, currently Ba1

   * Probability of Default Rating, Placed on Review for Possible
     Downgrade, currently Ba1

   * Senior Secured Bank Credit Facility, Placed on Review for
     Possible Downgrade, currently Baa3, LGD2-28%

   * Senior Subordinated Regular Bond/Debenture, Placed on Review
     for Possible Downgrade, currently Ba2, LGD5-82%

Outlook Actions:

  Issuer: Speedway Motorsports Inc.

   * Outlook, Changed To Rating Under Review Down From Stable

Moody's will evaluate the incremental revenue and cash flow
benefits to SMI of expanding its track portfolio and the effect on
SMI's leverage and financial profile. In particular, Moody's will
consider the effect on SMI's operating plans for its entire track
portfolio given the proposed acquisition and expansion of a
facility that does not currently have a Sprint Cup race
entitlement, which entitlements account for the vast majority of
broadcast rights fees under Nascar's national television contract
and allow for premium event pricing. Moody's will also evaluate
the company's plans for additional track acquisitions and
development. Moody's will consider the effect of the company's
plans on its ability to maintain an adequate liquidity cushion
under the covenants in its credit facility.

The proposed acquisition is occurring shortly after SMI completed
its largely debt financed $340 million purchase of New Hampshire
International Speedway ("NHIS") in January 2008. Moody's indicated
at the time that the NHIS acquisition would "significantly reduce
SMI's flexibility within the Ba1 CFR level over the intermediate
term for additional track acquisitions or development projects."
In the review, Moody's will evaluate the leverage levels
appropriate for SMI at the Ba1 CFR level given the increasing size
of the company's track portfolio.

Speedway Motorsports, Inc. (SMI), headquartered in Concord, NC, is
the second largest promoter, marketer and sponsor of motor sports
activities in the US, primarily through its ownership of seven
major race tracks. NASCAR sanctioned events account for the
majority of SMI's $620 million annual revenues.


TRAILER BRIDGE: S&P Affirms 'B-' Long-Term Corp. Credit Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Trailer
Bridge Inc. to negative from stable.  S&P affirmed the 'B-' long-
term corporate credit rating.  At the same time, S&P affirmed the
'B-' senior secured debt rating, the same as the corporate credit
rating.  The recovery rating on that debt remains '3', indicating
expectations of a meaningful (50%-70%) recovery in the event of a
payment default.
      
"The outlook revision reflects our expectations that earnings will
remain under pressure because of rising marine diesel fuel prices
[despite a fuel surcharge program], continued softness in Puerto
Rico, and weaker-than-expected operating performance in the
recently launched Dominican Republic service," said Standard &
Poor's credit analyst Funmi Afonja.
     
Ratings on Jacksonville, Florida-based Trailer Bridge reflect the
company's highly leveraged financial profile, concentrated end-
market demand, and participation in the capital-intensive and
competitive shipping industry.  Positive credit factors include a
steady demand for ocean cargo shipments of food and other staples
by residents of Puerto Rico, and barriers to entry provided by the
Jones Act (which regulates intra-U.S. shipping).
     
Trailer Bridge provides transportation between the continental
U.S. and Puerto Rico, and in August 2007 launched a new service
into the Dominican Republic.  Trailer Bridge operates a fleet of
ocean-going barges, truck tractors, containers, and chassis.  The
company currently utilizes two roll-on/roll-off vessels and three
triplestack box carriers to transport freight between
Jacksonville, Florida, San Juan, P.R., and the Dominican Republic.  
The new Dominican service allows the company to balance its north-
and south-bound volumes somewhat and provides limited additional
market diversity.
     
The Jones Act requires shipments between U.S. ports to be carried
on U.S.-built vessels registered in the U.S. and crewed by U.S.
citizens, thereby prohibiting direct competition from foreign-
flagged vessels.  Trailer Bridge faces ocean-based competition
from one other barge line, Crowley Maritime Corp., and two
containership companies, Horizon Lines Holding Corp. and Sea Star
Lines LLC, as well as land-based trucking competition from a large
number of truckload companies.  Customers include major
manufacturing and consumer products companies that provide food
and other staples.  Competition from other modes of transportation
is limited due to cost and geographic considerations.
     
The company recently announced that it is under review by the
Department of Justice as part of an antitrust investigation into
pricing practices among Puerto Rico carriers.  As a result of the
DOJ investigation, the committee Trailer Bridge formed to explore
strategic alternatives, including the potential sale of the McLean
family's 47.8% ownership stake, has suspended its active review.  
S&P will continue to closely monitor developments.
     
The negative outlook reflects our expectations that earnings will
remain under pressure because of rising marine diesel fuel prices
(despite a fuel surcharge program), continued softness in Puerto
Rico, and weaker-than-expected operating performance in the
recently launched Dominican trade.  At this time, there is no
evidence that the DOJ investigation in progress could affect the
rating or outlook.  As a result of the DOJ investigation, Trailer
Bridge has suspended the committee formed to explore strategic
alternatives, including the potential sale of the McLean family's
47.8% ownership stake.  However, any transaction that leads to a
material change in strategy or financial policy could have outlook
or rating implications.  S&P will continue to closely monitor
developments.


US FARMS: March 31 Balance Sheet Upside-Down by $2,539,455
----------------------------------------------------------
US Farms Inc.'s consolidated balance sheet at March 31, 2008,
showed $3,303,446 in total assets and $5,842,901 in total
liabilities, resulting in a $2,539,455 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,357,864 in total current assets
available to pay $5,746,178 in total current liabilities.

The company reported a net loss of $1,696,492, on net sales of
$2,351,089, for the first quarter ended March 31, 2008, compared
with a net loss of $550,005, on net sales of $1,673,949, in the
same period last year.

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?2c7e

                     Going Concern Disclaimer

Gruber & Company LLC, in Saint Louis, Mo., expressed substantial
doubt about US Farms 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 said that for the
year ended Dec. 31, 2007 the company reported a net loss of
$5,955,327 and has an accumulated deficit of $23,396,921 as of
Dec. 31, 2007.  The auditing firm added that the company's current
liabilities exceeded current assets by $2,537,724 as of Dec. 31,
2007.  

                       About US Farms Inc.

US Farms Inc. (OTC BB: USFI.OB) -- http://www.usfarmsinc.com/--  
is a diversified commercial farming, nursery and brokerage company
based in Southern California.  Currently, the company's principal
operations are located in Southern California in the Imperial
Valley, North County San Diego and Los Angeles.  The agricultural
products are sold through supermarkets, home centers, retail
merchandisers, garden centers, re-wholesalers, and landscapers
throughout the United States.


VERTIS INC: 2nd Lien Noteholders Approve Forbearance Deal Changes
-----------------------------------------------------------------
Vertis Inc. dba Vertis Communications disclosed that the holders
of more than 75% of the outstanding principal amount of the Second
Lien Notes agreed to a second amendment to the Forbearance
Agreement.  Under the Forbearance Agreement as amended by the
Second Amendment, the holders of the requisite percentage of the
outstanding principal amount of the Second Lien Notes agreed to
forbear from exercising their rights and remedies under the
indenture governing the Second Lien Notes and from directing the
trustee under the indenture from exercising any such rights and
remedies on the holders˙ behalf until the occurrence of these
events:

   (i) the failure of a specified percentage of certain note
       holders having executed a restructuring and lock-up
       agreement on or before May 27, 2008,

  (ii) the termination of the Restructuring Agreement in
       accordance with its terms,

(iii) the occurrence of certain events under the forbearance
       agreement dated April 3, 2008 between the Company and the
       lenders under the Company˙s four-year revolving credit
       agreement, as may be amended,

  (iv) the occurrence of certain events under the forbearance
       agreement dated as of April 2, 2008 by and among Vertis
       Receivables II, LLC, Webcraft, LLC, Webcraft Chemicals,
       LLC, Enteron Group, LLC, Vertis Mailing, LLC, the Company
       and General Electric Capital Corporation, as may be amended
       and

   (v) the occurrence of certain other events described in the
       Forbearance Agreement.

All other terms of the Forbearance Agreement remain unchanged by
the Second Amendment.

Headquartered in Baltimore, Vertis Inc., doing business as Vertis
Communications -- http://www.vertisinc.com/-- is a provider of       
print advertising and direct marketing solutions to America's
leading retail and consumer services companies.  

At Dec. 31, 2007, the company's consolidated balance sheet showed
$528.2 million in total assets and $1.403 billion in total
liabilities, resulting in a $875.1 million total stockholders'
deficit.  

                          *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Deloitte & Touche LLP, in Baltimore, Maryland, expressed
substantial doubt about Vertis 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 said that the company has incurred recurring net
losses and is experiencing difficulty in generating sufficient
cash flow to meet its obligations and sustain its operations.

As reported in the Troubled Company Reporter on April 3, 2008,
Standard & Poor's Ratings Services revised its CreditWatch
implications for its 'CC' corporate credit rating on Vertis Inc.   
to negative from developing following the company's announcement
that it had engaged a financial advisor to assist in a possible
debt exchange offering.

At the same time, Standard & Poor's lowered its ratings on
Vertis's $350 million senior secured second-lien notes and
$350 million senior unsecured notes to 'C' from 'CCC'.  The notes
remain on CreditWatch with negative implications, where they were
originally placed on April 4, 2007.


WELWIND ENERGY: Posts C$590,030 Net Loss in 2008 First Quarter
--------------------------------------------------------------
Welwind Energy International Corp. reported a net loss of
C$590,030, on zero revenue, for the first quarter ended March 31,
2008, compared with a net loss of C$1,188,328, on zero revenue, in
the same period last year.

At March 31, 2008, the company's balance sheet showed C$1,552,331  
in total assets, C$1,196,116 in total liabilities, and C$356,215  
in total stockholders' equity.

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?2c7d

                     Going Concern Disclaimer

Manning Elliott LLP, in Vancouver, Canada, expressed substantial
doubt about Welwind Energy International Corp.'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 said that the company has incurred
significant operating losses and it will need additional equity or
debt financing to sustain operations.

                       About Welwind Energy

Headquartered in Maple Ridge, British Columbia, Canada, Welwind
Energy International Corp. fka Vitasti Inc. (OTC BB: WWEI) --
http://www.welwind.com/-- was founded in 2005 to build, own and   
operate wind farms on an international scale.  Its current project
is focused on bridging the North America-China link by building
wind farms in China.  

Concurrently with the development of the wind farm projects, the
company intends to continue to operate the retail bakery and food
store and its manufacturing and distribution of specialty health
food products.


WEST CORP: Additional $134MM Loan Prompts S&P to Hold 'BB-' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' loan rating
on the senior secured first-lien bank facility of West Corp.
(B+/Stable/--), following the announcement that the company will
add $134 million to its first-lien term loan.  The bank loan
rating is one level higher than the corporate credit rating on the
Omaha-Nebraska-based company.  The '2' recovery rating on the loan
remains unchanged and indicates our expectation of substantial
(70%-90%) recovery of principal in the event of a payment default.  
Pro forma for the proposed add-on term loan, the facility will
consist of a $250 million revolving credit facility due 2012 and a
$2.5 billion term loan B due 2013.
     
Proceeds from the add-on term loan, an unrated $75 million
multicurrency revolving credit loan facility due 2011, and
$80 million of cash from the balance sheet will be used to finance
the acquisition of Genesys SA (not rated).  Genesys is an
international conferencing service provider with significant
presence in Europe and Asia.  West plans to combine Genesys with
its InterCall subsidiary.
     
"Currently, West has a good cushion of compliance with its bank
covenant to ensure access to its revolving credit facility," said
Standard & Poor's credit analyst Andy Liu, "but if West is unable
to lower its leverage ratio by at least 0.25x-0.5x in 2009, the
cushion of its bank covenant compliance could narrow and risk
access to its revolving credit facility."


WOLF HOLLOW: Moody's Keeps B2 Rating on Review for Downgrade
------------------------------------------------------------  
Moody's Investors Service affirmed Wolf Hollow I L.P.'s (Wolf
Hollow) first lien senior secured rating of B1 and the second lien
senior secured rating of B2. The ratings remain on review for
possible downgrade.

In affirming the ratings, Moody's recognizes the strong
fundamentals of the project, given its location in the ERCOT north
power market which has increasingly favorable supply demand
characteristics for combined cycle power generation plants. The
ratings also recognize the following key credit considerations:

   1) the long-term power purchase agreements (PPA) with Exelon
      Generation Company and the shorter term hedge with J. Aron
      & Company;

   2) offtake contracts providing for a pass-through of fuel
      costs, although project's performance against the
      contractual heat rate thresholds fall short of full
      recovery of fuel costs;

   3) traditional project finance structure including a cash flow
      waterfall funding mechanism, a 100% cash sweep mechanism
      that could facilitate a degree of debt reduction;

   4) long-term services agreements with Mitsubishi, the original
      equipment manufacturer;

   5) a new operations and maintenance (O&M) agreement with North
      American Energy Services, an experienced operator in the
      industry, and

   6) the overall sponsor support and commitment to the project
      to date.

The ratings remain under review for possible downgrade in view of
Moody's expectation that the project's financial performance and
credit metrics relative to the financial covenants under its bank
credit facilities will remain weak at least the through the first
half of 2008. The residual impact of the operating problems
incurred during the first half of 2007 continue to dampen the
project's performance against its financial covenants, which are
measured on a rolling four quarter basis. Despite its poor
financial performance during 2006 and 2007, the project has been
able to meet its minimum 1.20x DSCR and maximum 9.25x debt to cash
flow ratio tests during the past two years given its ability to
include releases from the pre-funded operating reserve and the
major maintenance reserve in the calculation of cash available for
debt service until the end of 2007, as permitted under its credit
agreement. However, beginning in 2008, the credit agreement will
not permit Wolf Hollow to include any of the reserves in order to
comply with its covenant test, resulting in a greater level of
susceptibility to violating its covenants if operating problems
were to recur and operating cash flows are less than anticipated.

Additionally, Moody's views that based on the heat rate levels
achieved by the project relative to the requirements under its
offtake arrangements, the project remains exposed to low or
negative levels of energy margins unless incremental merchant
revenues are sufficiently large to offset the less than full pass
through of its fuel costs under its offtake agreements. Wolf
Hollow is also required to buy power in the spot market to satisfy
obligations under its hedge with J. Aron & Company if the plant is
not available when dispatched, which could continue to strain the
project's cash flows and further exacerbate its ability to meet
its financial covenant tests if unforeseen plant outages were to
occur.

Moody's will review and monitor the project's ongoing performance
as measured against budget. The project's management has taken
several measures recently to not only improve the project's cost
structure, but also to improve operations and reduce the
likelihood of forced outages that plagued the project from
optimizing its performance during 2006 and the first half of 2007.

A rating downgrade is likely if the project continues to incur
further operating problems, dampening its financial performance
and credit metrics or there is indication of an imminent financial
covenant violation.

Wolf Hollow is a 730 MW natural gas-fired combined-cycle power
generation facility located in the Electric Reliability Council of
Texas (ERCOT) North control area, approximately 30 miles southwest
of Fort Worth, Texas. Wolf Hollow is indirectly wholly-owned by
Stark Investments.


WIREFREE PARTNERS: Fitch Holds 'BB+' Rating and Removes Neg. Watch
------------------------------------------------------------------
Fitch Ratings has removed from Rating Watch Negative affirmed and
the ratings of Wirefree Partners III, LLC PCS Spectrum Lease-
Backed Notes Series 2005-1 at 'BB+'.

The notes are backed primarily by leases of Personal
Communications Services spectrum licenses.  The lessees of the
licenses are SprintCom, Inc. and WirelessCo, L.P., two wholly
owned subsidiaries of Sprint Nextel Corporation.

Annual payments of interest and principal were made in November
2007 after the second annual lease payment was received from
Sprint Nextel.

The rating of PCS spectrum lease-backed Series 2005-1 notes is
highly dependent on the senior unsecured credit rating of Sprint
Nextel.  The rating action is based on Fitch's recent affirmation
of the unsecured credit rating of Sprint Nextel and its
subsidiaries at 'BB+'.

Wirefree Partners, LLC (not rated by Fitch) is a wireless
broadband service provider formed for the purpose of managing, on
behalf of the issuer, its participation in the Federal
Communication Commission's Auction 58 and its acquired spectrum
leases. Wirefree Partners, LLC was founded on Nov. 15, 2004 by the
former executives and founders of Sprint PCS affiliate, AirGate
PCS, Inc., and is a private company based in Atlanta.


WORLDGATE COMMS: March 31 Balance Sheet Upside-Down by $3,486,000
-----------------------------------------------------------------
Worldgate Communications Inc.'s consolidated balance sheet at
March 31, 2008, showed $3,978,000 in total assets and $7,464,000  
in total liabilities, resulting in a $3,486,000 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3,214,000 in total current assets
available to pay $7,464,000 in total current liabilities.

The company reported a net loss of $2,151,000, on net revenues of
$114,000, for the first quarter ended March 31, 2008, compared
with a net loss of $4,594,000, on net revenues of $310,000, in the
same period last year.

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?2c7a

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 5, 2008,
Marcum & Kliegman LLP expressed substantial doubt about WorldGate
Communications 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 reported that the company has suffered recurring
losses from operations and had an accumulated deficit of
$262,000,000, stockholders' deficiency of $1,500,000 and a
working capital deficit of $2,400,000 at Dec. 31, 2007.  The
company also experienced severe cash shortfalls, deferred
payment of some of its operating expenses, and plans to shut down
its operations for a period of time during 2008, and further
curtailments of its operations could be necessary in the near
future.
  
                  About Worldgate Communications

Based in Trevose, Pennsylvania, WorldGate Communications Inc.
(Nasdaq: WGAT) -- http://www.wgate.com/-- designs, manufactures,   
and distributes the Ojo line of personal videophones.  Ojo
personal videophones offer real-time, two-way video communications
with video messaging.


* S&P Chips Ratings on 69 Tranches from 18 Cash Flow & Hybrid CDOs
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 69
tranches from 18 U.S. cash flow and hybrid collateralized debt
obligation transactions.  S&P removed 25 of the lowered ratings
from CreditWatch with negative implications.  At the same time,
S&P affirmed one rating at 'AAA' and removed it from CreditWatch
with negative implications.  S&P also placed the rating on one
tranche on CreditWatch with negative implications.  In addition,
the ratings on 46 of the downgraded tranches remain on CreditWatch
with negative implications, indicating a significant likelihood of
further downgrades.  The CreditWatch placements primarily affect
transactions for which a significant portion of the collateral
assets currently have ratings on CreditWatch negative or which
have significant exposure to assets rated in the 'CCC' category.
     
The downgraded tranches have a total issuance amount of
$11.929 billion.  Seven of the 18 affected cash flow and hybrid
transactions are high-grade structured finance CDOs of asset-
backed securities, which are CDOs collateralized at origination
primarily by 'AAA' through 'A' rated tranches of residential
mortgage-backed securities and other SF securities.  The other 11
transactions are mezzanine SF CDOs of ABS, which are
collateralized in large part by mezzanine tranches of RMBS and
other SF securities.
     
At the same time, S&P lowered and left on CreditWatch negative its
rating on one tranche from one U.S. synthetic CDO transaction.  
The downgraded tranche has a total issuance amount of $80 million.  
The downgrade of the Tribune Ltd. Series 48 note reflects the
direct link of the note rating to the rating of its reference
obligation, the super-senior swap issued by ABCDS 2006-1 Ltd.,
which S&P lowered to 'B-srb/Watch Neg' from 'Bsrb/Watch Neg'
as part of the rating actions.
     
The CDO downgrades reflect a number of factors, including credit
deterioration and recent negative rating actions on U.S. subprime
RMBS securities and on U.S. Alternative-A RMBS securities, as well
as changes Standard & Poor's has made to the recovery rate and
correlation assumptions it uses to assess U.S. RMBS held within
CDO collateral pools.
     
To date, including the CDO tranches listed below and including
actions on both publicly and confidentially rated tranches, S&P
have lowered its ratings on 3,389 tranches from 803 U.S. cash
flow, hybrid, and synthetic CDO transactions as a result of stress
in the U.S. residential mortgage market and credit deterioration
of U.S. RMBS.  In addition, 552 ratings from 155 transactions are
currently on CreditWatch negative for the same reasons.  In all,
S&P have downgraded $354.449 billion of CDO issuance.  
Additionally, S&P's ratings on $10.675 billion in securities have
not been lowered but are currently on CreditWatch negative,
indicating a high likelihood of downgrades.
     

                         Rating Actions

                                            Rating
                                            ------
  Transaction                 Class   To                 From
  -----------                 -----   --                 ----
ABCDS 2006-1 Ltd.             A-2    CCC-/Watch Neg CCC/Watch Neg  
ABCDS 2006-1 Ltd.             A-3    CC            CCC-/Watch Neg
ABCDS 2006-1 Ltd.     Super Sr Swap B-srb/Watch Neg Bsrb/Watch Neg
Acacia CDO 11 Ltd.            A       CCC-/Watch Neg   BBB            
Acacia CDO 11 Ltd.            B       CC               BB+            
Acacia CDO 11 Ltd.            C       CC               B+             
Acacia CDO 11 Ltd.            D       CC               B-             
Citation High Grade ABS CDO I A-1     B+/Watch Neg     BBB+           
Citation High Grade ABS CDO I A-2     CCC/Watch Neg    CCC+           
Citation High Grade ABS CDO I B-1     CCC-/Watch Neg   CCC            
Citation High Grade ABS CDO I B-2     CC               CCC            
Citation High Grade ABS CDO I C       CC               CCC-           
Duke Funding High Grade V     A-1     BBB-/Watch Neg AA-/Watch Neg  
Duke Funding High Grade V     A-2     BB-/Watch Neg  BB+/Watch Neg  
Duke Funding High Grade V     B       CCC+/Watch Neg B/Watch Neg    
Duke Funding High Grade V     C       CCC-/Watch NegCCC+/Watch Neg
Duke Funding High Grade V     D       CC            CCC-/Watch Neg
Duke Funding IX Ltd.          A1      AA/Watch Neg  AAA/Watch Neg  
Duke Funding IX Ltd.          A2F     BBB-/Watch NegBBB+/Watch Neg
Duke Funding IX Ltd.          A2V     BBB-/Watch NegBBB+/Watch Neg
Duke Funding IX Ltd.          A3F     B-/Watch Neg   B+/Watch Neg   
Duke Funding IX Ltd.          A3V     B-/Watch Neg   B+/Watch Neg   
Duke Funding IX Ltd.          B       CC            CCC-/Watch Neg
Halcyon Securitized Products  A-1a    BBB-/Watch Neg A-/Watch Neg   
   Investors ABS CDO II Ltd.
Halcyon Securitized Products  A-1b    B-/Watch Neg   BB-/Watch Neg  
   Investors ABS CDO II Ltd.
Halcyon Securitized Products  A-2     CC            CCC+/Watch Neg
   Investors ABS CDO II Ltd.
Halcyon Securitized Products  B       CC             CCC/Watch Neg  
   Investors ABS CDO II Ltd.
Halcyon Securitized Products  C       CC            CCC-/Watch Neg
   Investors ABS CDO II Ltd.
Longstreet CDO I Ltd.         A-1     CCC+/Watch Neg   BB-            
Longstreet CDO I Ltd.         A-2     CC               CCC+           
Longstreet CDO I Ltd.         B       CC               CCC-           
Los Robles CDO Ltd.           A-2     B-/Watch Neg   B+/Watch Neg   
Los Robles CDO Ltd.           A-3     CCC-/Watch NegCCC+/Watch Neg
Los Robles CDO Ltd.           B       CC             CCC/Watch Neg  
Los Robles CDO Ltd.           C       CC            CCC-/Watch Neg
Los Robles CDO Ltd.           D       CC            CCC-/Watch Neg
Millstone II CDO Ltd.         A-1M    BBB/Watch Neg  A+/Watch Neg   
Millstone II CDO Ltd.         A-1Q    BBB/Watch Neg  A+/Watch Neg   
Millstone II CDO Ltd.         A-2     BB/Watch Neg   BB+/Watch Neg  
Millstone II CDO Ltd.         B       B/Watch Neg    BB/Watch Neg   
Millstone II CDO Ltd.         C       CCC+/Watch Neg B+/Watch Neg   
Millstone II CDO Ltd.         D       CCC-/Watch Neg B-/Watch Neg   
Montrose Harbor CDO I Ltd.    A-1     B-/Watch Neg   BB/Watch Neg   
Montrose Harbor CDO I Ltd.    A-2     CC              B/Watch Neg    
Montrose Harbor CDO I Ltd.    B-1     CC             CCC/Watch Neg  
Orient Point CDO II Ltd.      A       B-/Watch Neg   B+/Watch Neg   
Orient Point CDO II Ltd.      B       CCC+/Watch Neg B-/Watch Neg   
Orient Point CDO II Ltd.      C       CCC-/Watch Neg CCC/Watch Neg  
Orient Point CDO II Ltd.      D       CC            CCC-/Watch Neg
Pinnacle Point Funding Ltd.   A-1     A              AA/Watch Neg   
Pinnacle Point Funding Ltd.   A-2     BB/Watch Neg  BBB-/Watch Neg
Pinnacle Point Funding Ltd.   B       CC            CCC-/Watch Neg
Ridgeway Court Funding I Ltd. A1M     BB-/Watch Neg  AA-/Watch Neg  
Ridgeway Court Funding I Ltd. A1Q     BB-/Watch Neg  AA-/Watch Neg  
Ridgeway Court Funding I Ltd. A2      CCC/Watch Neg  BBB/Watch Neg  
Sagittarius CDO I Ltd.        S       CCC/Watch Neg  B-/Watch Neg   
Sagittarius CDO I Ltd.      Super Sr  CCC+/Watch Neg B-/Watch Neg   
Sherwood Funding CDO Ltd.     A-2     A-/Watch Neg   A+/Watch Neg   
Sherwood Funding CDO Ltd.     B-1     BBB-/Watch Neg BBB/Watch Neg  
Sherwood Funding CDO Ltd.     B-2     BBB-/Watch Neg BBB/Watch Neg  
Sherwood Funding CDO Ltd.     C       B+/Watch Neg   BB/Watch Neg   
Term CDO 2007-1 Ltd.          A-1LA   BB-/Watch Neg   A-             
Term CDO 2007-1 Ltd.          A-1LB   B-/Watch Neg     BBB-           
Term CDO 2007-1 Ltd.          A-2L    CC               B-             
Term CDO 2007-1 Ltd.          A-3L    CC               CCC+           
Term CDO 2007-1 Ltd.          B-1L    CC               CCC-           
Tribune Ltd. Series 48        CLN     B-               B/Watch Neg
Western Springs CDO Ltd.      A-1     B/Watch Neg    BB/Watch Neg   
Western Springs CDO Ltd.      A-2     CCC-/Watch NegCCC+/Watch Neg
Western Springs CDO Ltd.      A-3     CC            CCC-/Watch Neg

              Rating Placed on Creditwatch Negative

                                              Rating
                                              ------
    Transaction                 Class   To               From
    -----------                 -----   --               ----
    Sherwood Funding CDO Ltd.   A-1     AAA/Watch Neg    AAA           


       Rating Affirmed and Removed from Creditwatch Negative
  
                                            Rating
                                            ------
    Transaction                  Class   To         From
    -----------                  -----   --         ----
Pinnacle Point Funding Ltd.  ABCP    AAA/A-1+   AAA/A-1+/Watch Neg     

                    Other Outstanding Ratings

  Transaction                        Class        Rating
  -----------                        -----        ------
ABCDS 2006-1 Ltd.                    B            CC   
ABCDS 2006-1 Ltd.                    C            CC   
ABCDS 2006-1 Ltd.                    D            CC   
ABCDS 2006-1 Ltd.                    E            CC   
ABCDS 2006-1 Ltd.                    Series B-1   CC   
ABCDS 2006-1 Ltd.                    Series P-1   AAA  
ABCDS 2006-1 Ltd.                    Series P-2   AAA  
ABCDS 2006-1 Ltd.                    Series P-3   AAA  
Citation High Grade ABS CDO I, Ltd.  D            CC   
Halcyon Securitized Products         D-1          CC   
   Investors ABS CDO II Ltd.
Halcyon Securitized Products         D-2          CC   
   Investors ABS CDO II Ltd.
Halcyon Securitized Products         E            CC   
   Investors ABS CDO II Ltd.
Longstreet CDO I Ltd.                C            CC   
Longstreet CDO I Ltd.                D            CC   
Longstreet CDO I Ltd.                E            CC   
Longstreet CDO I Ltd.                F            CC   
Longstreet CDO I Ltd.                G            CC   
Los Robles CDO Ltd.                  A-1a         AA/Watch Neg    
Los Robles CDO Ltd.                  A-1b         AA/Watch Neg       
Los Robles CDO Ltd.                  TRS          AAsrp/Watch Neg       
Millstone II CDO Ltd.                X            AAA/Watch Neg      
Montrose Harbor CDO I, Ltd.          B-2          CC   
Montrose Harbor CDO I, Ltd.          C            CC   
Montrose Harbor CDO I, Ltd.          D            CC   
Orient Point CDO II Ltd.             E            CC   
Ridgeway Court Funding I Ltd.        A3           CC   
Ridgeway Court Funding I Ltd.        A4           CC   
Ridgeway Court Funding I Ltd.        B            CC   
Ridgeway Court Funding I Ltd.        C            CC   
Ridgeway Court Funding I Ltd.        Q            CC   
Sagittarius CDO I Ltd.               A            CC   
Sagittarius CDO I Ltd.               B            CC   
Sagittarius CDO I Ltd.               C            CC   
Sagittarius CDO I Ltd.               D-1          CC   
Sagittarius CDO I Ltd.               D-2          CC   
Sagittarius CDO I Ltd.               D-3          CC   
Sagittarius CDO I Ltd.               E            CC   
Sagittarius CDO I Ltd.               X            CC   
Sherwood Funding CDO Ltd.            D            CC   
Western Springs CDO Ltd.             B            CC   
Western Springs CDO Ltd.             C            CC   
Western Springs CDO Ltd.             D            CC   
Western Springs CDO Ltd.             E            CC   
Western Springs CDO Ltd.             F            CC   


* New York and Delaware Bankruptcy Courts Still Heavily Favored
---------------------------------------------------------------
The federal bankruptcy courts of Manhattan and Wilmington,
Delaware continue to be the most favored venues for bankruptcy
applications and restructuring for big, multi-million-dollar
companies, Emily Chasan of Reuters reports.

Citing data from BankruptcyData.com, Reuters relates that 12 of
the 44 of the Chapter 11 and Chapter 7 cases initiated by
publicly-traded companies filed with the U.S. Bankruptcy Court for
the Southern District of New York, while 10 of them were filed
with the District of Delaware in Wilmington.  The other 22 filings
were distributed among other bankruptcy courts in the country.

Reuters says that most lawyers would still prefer the judges'
experience in these cities.  Lawyers want judges who are more
experienced in quickly navigating bankruptcy cases to emergence,
given the difficulty of securing exit financing and the
complications of the latest bankruptcy reforms.

In addition, the absence of juries and limited opportunities for
appeal also make these courts attractive, says Reuters.

Other bankruptcy venues in large cities, such as Chicago, have
tried to compete for attention by making amendments to local court
rules, according to Reuters.  Other courts have also been busy,
since most companies naturally file for bankruptcy within the
principal place of their operations.

However, "There is a sense that processes will go smoother in New
York and Delaware," Reuters quotes bankruptcy law professor
Stephen Lubben as saying.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------

                               Total
                               Shareholders    Total     Working
                               Equity          Assets    Capital     
  Company              Ticker  ($MM)           ($MM)      ($MM)
  -------              ------  ------------    ------    -------
Absolute Software       ABT          (3)          89       30
AFC Enterprises         AFCE        (40)         155      (20)
APP Pharmaceutic        APPX        (73)       1,077      227
Ariad Pham              ARIA         (8)         101       65
Bare Escentuals         BARE        (76)         236       99
Blount Intl             BLT         (44)         407      138
CableVision System      CVC      (5,114)       9,180     (476)
Centennial Comm         CYCL     (1,063)       1,343       14
Cheniere Energy         CQP        (228)       1,905      146
Cheniere Energy         LNG         (16)       2,962      428
Choice Hotels           CHH        (157)         328      (42)
Cincinnati Bell         CBB        (668)       2,020        0
Claymont Stell          PLTE        (40)         158       80
Compass Minerals        CMP          (5)         820      201
Corel Corp.             CRE         (14)         266      (15)
Crown Media HL          CRWN       (684)         676        4
CV Therapheutics        CVTX       (185)         259      177
Cyberonics              CYBX        (15)         136      (15)
Cytori Therapeut        CYTX        (11)          18        2
Deltek Inc              PROJ        (86)         166      (28)
Denny's Corp            DENN       (179)         381       74
Domino's Pizza          DPZ      (1,450)         473       51
Dun & Bradstreet        DNB        (437)       1,659     (192)
Einstein Noah Re        BACL        (34)         149        4
Extendicare Real        EXE-U       (32)       1,440      (15)
Gencorp Inc.            GY          (52)         995       77
General Motors          GM      (35,480)     148,883   (9,720)
Healthsouth Corp.       HLS      (1,070)       2,051     (331)
Human Genome Sci        HGSI        (12)         949       47
ICO Global C-New        ICOG       (131)         602      101
IDEARC Inc              IAR      (8,600)       1,667      205
IMAX Corp               IMAX        (85)         208       (8)
IMAX Corp               IMX         (85)         208       (8)
Incyte Corp             INCY       (160)         276      228
Indevus Pharma          IDEV        (86)         199       40
Intermune Inc           ITMN        (31)         262      209
IPCS Inc                IPCS        (40)         547       76
Knology Inc             KNOL        (35)         619        7
Life Sciences Re        LSR         (29)         502        1
Linear Tech Corp        LLTC       (564)       1,410      912
Lodgenet Interac        LNET        (48)         694        8
Maxxam Inc              MXM        (242)         544      120
Mediacom Comm-A         MCCC       (253)       3,615     (268)
Moody's Corp            MCO        (784)       1,715     (360)
National Cinemed        NCMI       (572)         464       67
Navistar Intl           NAVZ     (1,699)      10,786      164
Nexstar Broadcasting    NXST        (89)         709      (11)
NPS Pharm Inc           NPSP       (188)         231      107
Primedia Inc            PRM        (129)         282        6
Protection One          PONE        (23)         673        6
Radnet Inc              RDNT        (53)         434       41
Regal Entertai-A        RGC        (119)       2,635       (2)
Riviera Holdings        RIV         (48)         218       14
RSC Holdings Inc        RRR         (44)       3,460     (128)
Rural Cellular-A        RCCC       (590)       1,350      110
Sally Beauty Hol        SBH        (745)       1,440      414
Sealy Corp.             ZZ         (113)       1,025       22
Sonic Corp              SONC       (102)         765      (27)
Spectrum Brands         SPC        (141)       3,265      828
Theravance              THRX        (66)         162      101
Tribune Co              TRB      (3,514)      13,150     (805)
UST Inc                 UST        (292)       1,487      446
Valence Tech            VLNC        (61)          20        8
Virgin Mobile-A         VM         (410)         259     (173)
Voyager Learning        VLCY        (53)         917     (637)
Warner Music Gro        WMG         (47)       4,599     (764)
Weight Watchers         WTW        (926)       1,046     (172)
Westmoreland Coal       WLB        (178)         783      (85)
WR Grace & Co.          GRA        (285)       3,927   (1,091)
XM Satellite-A          XMSR     (1,038)       1,662     (293)

                             *********

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, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

Copyright 2008.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $775 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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