TCR_Public/080528.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, May 28, 2008, Vol. 12, No. 126

                             Headlines

31 PLUS: Section 341 Meeting of Creditors Tomorrow
31 PLUS: Trustee's Case Conversion Motion to be Heard June 17
31 PLUS: Fifth Third Bank Seeks Dismissal of Chapter 11 Case
31 PLUS: Delivers Schedules of Assets and Liabilities
ACE HOLDING: Wants to Hire Assaf & Mackenzie as Counsel

ACE HOLDING: Files Schedules of Assets and Liabilities
ALLEGIANCE-TYSON: Case Summary & Four Largest Unsecured Creditors
AMERICAN AXLE: Not All Workers Will Return to Three Rivers Plant
AMERICAN AXLE: Declares Second Quarter 2008 Dividend
AMORTIZING RESIDENTIAL: S&P Slashes Rtngs. on Three Classes to CCC

AMR CORP: Reports Initial Round of Capacity Reductions
ARIEL WAY: March 31 Balance Sheet Upside-Down by $1,241,555
ASIA GLOBAL: Earns $390,932 in First Quarter Ended March 31
BANYAN CORP: March 31 Balance Sheet Upside-Down by $930,829
BARNERT HOSPITAL: Files Disclosure Statement and Chapter 11 Plan

BARNERT HOSPITAL: Disclosure Statement Hearing Slated For June 24
BCE INC: Supreme Court of Canada Sets Deadlines for Appeal Process
BEAR STEARNS: Compensation Panel Accelerates Vesting of CAP Units
BEAR STEARNS TRUST: S&P Cuts Ratings on 28 Classes of Certificates
CANADIAN TRUSTS: Restructuring Plan Hearing Adjourned Sine Die

CANADIAN TRUSTS: Investor ATB Ups ABCP Loss Provisions to C$250MM
CANEUM INC: March 31 Balance Sheet Upside-Down by $380,352
CATHY CUMMINGS: Case Summary & 16 Largest Unsecured Creditors
CERES CAPITAL: U.S. Trustee Picks Three-Member Creditors Committee
CERES CAPITAL: Court Approves Goodwin Procter as Bank. Counsel

CERES CAPITAL: Court Approves EPIQ as Claims and Noticing Agent
CHARMING SHOPPES: Agrees to Appoint 2 Crescendo Nominees to Board
CHARTERHOUSE BOISE: Cautioned Against Standstill in Proceedings
CHINA HEALTH: Posts $66,482 Net Loss in 2008 First Quarter
CHINA LOGISTICS: March 31 Balance Sheet Upside-Down by $1,112,097

CLEAR CHANNEL: Mays Family May Lose $104MM on Privatization Deal
CLEAR CHANNEL: Highfields Capital Owns 7.7% Equity
CONSPIRACY ENT: March 31 Balance Sheet Upside-Down by $14,357,798
CRAWFORD & CO: S&P Changes Outlook to Stable from Negative
DANIEL HANSON: Case Summary & 20 Largest Unsecured Creditors

DANNY CHAMIZO: Case Summary & 13 Largest Unsecured Creditors
DAVILA INC: Case Summary & 13 Largest Unsecured Creditors
DAVILA INC: Section 341(a) Meeting Scheduled for June 18
DIASTAR INC: Files Schedules of Assets and Liabilities
DIASTAR INC: Trustee Hires A. Atkins to Appraise Properties

DONALD DRIGGS: Case Summary & 20  Largest Unsecured Creditors
ECHOSTAR DBS: Prices $750 Million Offering of 7.75% Senior Notes
ECHOSTAR DBS: S&P Rates $750MM 7.75% Senior Notes 'BB-'
EDGEN MURRAY: S&P Withdraws 'B-' Corporate Credit Rating
ENCAP GOLF: Wants Court to Approve Traxi LLC as Financial Advisor

ENCAP GOLF: U.S. Trustee Forms Five-Member Creditors Committee
ENRON CORP: Court Dismisses Lawsuit Against Citigroup After Pact
ENRON CORP: U.S. Legislators Approve Bill to End "Enron Loophole"
ENRON CORP: Texas Court Retries Case Against Former EBS Execs
ESMARK INC: Receives NASDAQ Notice Due to Form 10-Q Filing Delay

ETHEL MATTHEWS: Case Summary & 10 Largest Unsecured Creditors
FEDERAL-MOGUL: Carmakers Balk at Asbestos Trust Injunction Demand
FIELDSTONE MORTGAGE: S&P Cuts Ratings on 17 Certs. from Five RMBS
FIRST FRANKLIN: S&P Trims Ratings on 58 Classes of Certificates
FLEXPIPE SYSTEMS: Shawcor to Acquire All Outstanding Shares

FOX COLLISION: Liquidation Almost Done; One Last Shop to Go
FREESTAR TECH: Posts $2,510,373 Net Loss in Quarter Ended March 31
GENERAL COMMUNICATION: Receives Delisting Notice From Nasdaq
GENERAL MOTORS: Four Plants To Lose Shifts Amid New Axle-UAW Deal
GREENLEAF TOWNHOMES: Case Summary & 18 Largest Unsecured Creditors

GROWERS DIRECT: March 31 Balance Sheet Upside-Down by $938,180
GVC WINSTAR: Sued by Winstar Trustee to Recover Estate Assets
HESS FARM: Scott Herrick Wants Chapter 11 Trustee Appointed
HESS FARM: Petitioner Balks at Chapter 11 Trustee Appointment
HILEX POLY: Wants to Hire Sidley Austin as Attorney

HOLLINGER INC: Court OKs Settlement with Creditor DK and Sun-Times
HUDSON'S GRILL: March 31 Balance Sheet Upside-Down by $19,041
IDLEAIRE TECHNOLOGIES: U.S. Trustee Requests Ch. 11 Examiner  
INTERSTATE BAKERIES: Court Extends Engagement with Tax Consultants
INTERSTATE BAKERIES: Trade Creditors Sell 39 Claims Worth $16.8MM

INTERMETRO COMMS: March 31 Balance Sheet Upside-Down by $10.2MM
IVOICE INC: Posts $759,370 Net Loss in 2008 First Quarter
JAMES PSARRAS: Case Summary & 5 Largest Unsecured Creditors
JETBLUE AIRWAYS: Postpones Delivery of 21 Airbus A320 to 2015
JETBLUE AIRWAYS: To Offer $160 Million of Convertible Debentures

JEVIC TRANSPORTATION: Organizational Meeting Slated for June 3
KIMBALL HILL: Bankruptcy Filing Triggers Repayment Obligations
KIMBALL HILL: Can Continue to Sell Homes Free of Liens
KIMBERLY NORMAN-ROSEDAM: Case Summary & 6 Largest Unsec. Creditors
LAWRENCE NEWMAN: Case Summary & 17 Largest Unsecured Creditors

LEHMAN BROS: S&P Chips Certificate Ratings, Puts on Neg. Watch
LEVITT AND SONS: Administrator Can Employ VHB as Consultant
LEVITT AND SONS: Administrator Wants to Pay Break-Up Fee to Buyers
LEVITT AND SONS: Opposes Depositors Panel on Expanded Services
LEVITT AND SONS: Parent Changes Name to Reflect New Business Focus

LEVITT AND SONS: Intercompany Claims Bar Date Hearing On June 5
LEXICON UNITED: March 31 Balance Sheet Upside-Down by $1,084,509
LINENS N THINGS: Picks Fight with Newsletter Publisher
LINENS N THINGS: Tax Authorities, Landlords Object to DIP Loan
LINENS N THINGS: Can't File 2008 1st Quarter Report On Time

MI ARBOLITO: Case Summary & Five Largest Unsecured Creditors
MICHAEL WOOD: Case Summary & 12 Largest Unsecured Creditors
MILTON RASHID: Voluntary Chapter 11 Case Summary
MIRABILIS VENTURES: Case Summary & 20 Largest Unsecured Creditors
MOVIE GALLERY: Files Supplements to Second Amended Chapter 11 Plan

OMNI FINANCIAL: Receives Another Nasdaq Notice of Non-Compliance
OPTIGENEX INC: March 31 Balance Sheet Upside-Down by $11,315,933
PACIFIC LUMBER: Foundation, Timberstar Eye Scopac's Timberlands
PACIFIC LUMBER: Scopac Board Appoints Barrett as Interim CEO
PACIFIC LUMBER: Scopac Hires Xroads as Financial Advisors

PAPPAS TELECASTING: Lender Wants Court to Appoint Ch. 11 Trustee
PATRICIA BERKELEY: Case Summary & 9 Largest Unsecured Creditors
PATRICK JONES: Case Summary & 11 Largest Creditors
PETER TOLL: Case Summary & 18 Largest Unsecured Creditors
PHILLIP PHILLIPS: Case Summary & 11 Largest Unsecured Creditors

PRC LLC: Wants to Reject BGTX Lease; BGTX Files Damage Claim
RALPH DAY: Voluntary Chapter 11 Case Summary
RASHIDA RAY: Case Summary & 5 Largest Unsecured Creditors
RICHARD J. LEWIS: Case Summary & 8 Largest Unsecured Creditors
RICHARD OVERSTREET: Case Summary & 10 Largest Unsecured Creditors

RITE AID: Prices $150 Million Offering of 8.5% Convertible Notes
RITE AID: Fitch Assigns 'CCC/RR6' Rating on $150MM Conv. Notes
ROBERT NICOLETTI: Case Summary & 16 Largest Unsecured Creditors
RODOLFO MARROCCO: Case Summary & 5 Largest Unsecured Creditors
ROGER PRIETO: Case Summary & 15 Largest Unsecured Creditors

ROSALINA JOHNS: Voluntary Chapter 11 Case Summary
SALVATORE AQUILATOR: Case Summary & 11 Largest Unsecured Creditors
SEAENA INC: March 31 Balance Sheet Upside-Down by $1,915,314
SECURITY CAPITAL: Names Elizabeth Keys as Chief Financial Officer
SOLOMON TECH: March 31 Balance Sheet Upside-Down by $6,144,587

SUNSHINE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
TAMI GARVIN: Case Summary & 15 Largest Unsecured Creditors
THOMAS COLEMAN: Voluntary Chapter 11 Case Summary
THOMAS ROWAN: Case Summary & 11 Largest Unsecured Creditors
THOMAS SCHWARTZ: Case Summary & 20 Largest Unsecured Creditors

TIDELANDS OIL: Posts $2,161,906 Net Loss in 2008 First Quarter
T.L. SMITH INC: Case Summary & 15 Largest Unsecured Creditors
TOPES YAUCO: Case Summary & 20 Largest Unsecured Creditors
TOUSA INC: Parties Agree on Terms of Cash Collateral Usage
TOUSA INC: Court Allows Filing of Business Plan Under Seal

TOUSA INC: Court Extends Exclusive Plan Filing Period to Oct. 25
TRIAD GUARANTY: Freddie Mac's Decision Cues S&P to Retain Watch
TXP CORPORATION: March 31 Balance Sheet Upside-Down by $5,776,000
UNIVERSAL ENERGY: March 31 Balance Sheet Upside-Down by $8,670,260
VALLEJO CITY: Bankruptcy Could Be Model for Other Cities

VALLEJO CITY: Discloses Financial Information With Court
VALLEJO CITY: Asks Court to Set June 9 as Objection Deadline
VERTICAL COMPUTER: March 31 Balance Sheet Upside-Down by $15.5MM
WILLIAM DECESARE: Case Summary & 14 Largest Unsecured Creditors
WILLIAM SHERWOOD: Case Summary & 19 Largest Unsecured Creditors

WINSTAR COMMUNICATIONS: Trustee Sues GVC Winstar to Recover Assets
WINSTAR COMMUNICATIONS: Bankruptcy Advisors Sued by IDT Corp.
WINSTAR COMMUNICATIONS: Blackstone Files Indemnification Claims
W.R. GRACE: Sealed Air May Borrow Money to Pay $700MM to Grace
W.R. GRACE: Wants Court OK to Contribute $24 Mil. to Pension Plan

* Lehman Brothers to Form Restructuring and Finance Division
* AlixPartners' Jay Alix Up for Induction to TMA Hall of Fame

* Upcoming Meetings, Conferences and Seminars

                             *********

31 PLUS: Section 341 Meeting of Creditors Tomorrow
--------------------------------------------------
The United States Trustee for Region 9 will convene a meeting of
creditors of 31 Plus LLC and Dave's Party Store & Gas Inc. at 8:00
a.m., tomorrow, May 29, 2008, at the Office of the U.S. Trustee,
The Law Building, 330 Ionia Northwest Suite 202 in Grand Rapids,
Michigan.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

West Olive, Michigan-based 31 Plus LLC and Dave's Party Store &
Gas Inc. filed chapter 11 protection on April 19, 2008 (Bankr.
W.D. Mich. Case Nos. 08-03444 and 08-03445).  Judge Scott W. Dales
presides over the case.  Kevin B. Schumacher, Esq., at Glassen
Rhead McLean Campbell & Schumacher represents the Debtor in its
restructuring efforts.  On May 2, 2008, the Court appointed
Colleen M. Olson as chapter trustee.  Ms. Olson asked the Court's
authority to engage Paul F. Davidoff PC as her counsel and Andrew
L. Mitchell of A.L. Mitchell & Associates as her accountant.  The
Debtors' schedules show total assets of $1,944,315 and total
liabilities of $1,710,245.


31 PLUS: Trustee's Case Conversion Motion to be Heard June 17
-------------------------------------------------------------
Colleen M. Olson, chapter 11 trustee in the case of 31 Plus LLC
and Dave's Party Store & Gas Inc. asked the U.S. Bankruptcy Court
for the Western District of Michigan to convert the Debtors' case
to a chapter 7 liquidation.

The Court will hear the matter on June 17, 2008, at 1:30 p.m.

West Olive, Michigan-based 31 Plus LLC and Dave's Party Store &
Gas Inc. filed chapter 11 protection on April 19, 2008 (Bankr.
W.D. Mich. Case Nos. 08-03444 and 08-03445).  Judge Scott W. Dales
presides over the case.  Kevin B. Schumacher, Esq., at Glassen
Rhead McLean Campbell & Schumacher represents the Debtor in its
restructuring efforts.  On May 2, 2008, the Court appointed
Colleen M. Olson as chapter trustee.  Ms. Olson asked the Court's
authority to engage Paul F. Davidoff PC as her counsel and Andrew
L. Mitchell of A.L. Mitchell & Associates as her accountant.  The
Debtors' schedules show total assets of $1,944,315 and total
liabilities of $1,710,245.


31 PLUS: Fifth Third Bank Seeks Dismissal of Chapter 11 Case
------------------------------------------------------------
Fifth Third Bank ask the U.S. Bankruptcy Court for the Western
District of Michigan to dismiss the chapter 11 case of 31 Plus LLC
and Dave's Party Store & Gas Inc.

The Court will hear the matter on June 17, 2008, at 1:30 p.m.

In April, Fifth Third Bank, together with U.S. Trustee Michael V.
Maggio, proposed to the Court the appointment of a chapter 11
trustee or examiner to serve in the case.  At that time, Fifth
Third Bank told the Court that if a case trustee or examiner won't
be appointed, in the alternative, the Debtor's case should be
dismissed.

West Olive, Michigan-based 31 Plus LLC and Dave's Party Store &
Gas Inc. filed chapter 11 protection on April 19, 2008 (Bankr.
W.D. Mich. Case Nos. 08-03444 and 08-03445).  Judge Scott W. Dales
presides over the case.  Kevin B. Schumacher, Esq., at Glassen
Rhead McLean Campbell & Schumacher represents the Debtor in its
restructuring efforts.  On May 2, 2008, the Court appointed
Colleen M. Olson as chapter trustee.  Ms. Olson asked the Court's
authority to engage Paul F. Davidoff PC as her counsel and Andrew
L. Mitchell of A.L. Mitchell & Associates as her accountant.  The
Debtors' schedules show total assets of $1,944,315 and total
liabilities of $1,710,245.


31 PLUS: Delivers Schedules of Assets and Liabilities
-----------------------------------------------------
31 Plus LLC and Dave's Party Store & Gas Inc. submitted to the
U.S. Bankruptcy Court for the Western District of Michigan their
schedules of assets and liabilities, disclosing:

   Name of Schedule                    Assets     Liabilities
   ----------------                  ----------   -----------
   A. Real Property                  $1,725,000
   B. Personal Property                 219,315
   C. Property Claimed
      as Exempt
   D. Creditors Holding                              $762,457
      Secured Claims
   E. Creditors Holding                                35,905
      Unsec. Priority
      Claims
   F. Creditors Holding                               911,882
      Unsec. Nonpriority
      Claims
                                     ----------   -----------
      TOTAL                          $1,944,315    $1,710,245

West Olive, Michigan-based 31 Plus LLC and Dave's Party Store &
Gas Inc. filed chapter 11 protection on April 19, 2008 (Bankr.
W.D. Mich. Case Nos. 08-03444 and 08-03445).  Judge Scott W. Dales
presides over the case.  Kevin B. Schumacher, Esq., at Glassen
Rhead McLean Campbell & Schumacher represents the Debtor in its
restructuring efforts.  On May 2, 2008, the Court appointed
Colleen M. Olson as chapter trustee.  Ms. Olson asked the Court's
authority to engage Paul F. Davidoff PC as her counsel and Andrew
L. Mitchell of A.L. Mitchell & Associates as her accountant.


ACE HOLDING: Wants to Hire Assaf & Mackenzie as Counsel
-------------------------------------------------------
Ace Holding LLC asked the U.S. Bankruptcy Court for the Northern
District of New York for permission to employ Assaf & Mackenzie
PLLC as its primary counsel.

Assaf & Mackenzie is expected to perform administrative functions
required to represent the Debtor as debtor-in-possession in the
case.

The Debtor paid the firm $5,000 retainer, which is held in escrow.

The Debtor assured the Court that the firm and its attorneys are
disinterested within the meaning of the Bankruptcy Code.

The firm can be reached at:

   Michael D. Assaf, Esq.
   Assaf & Mackenzie PLLC
   427 River Street
   Troy, NY 12180

The Court is set to approve the engagement today, May 28, 2008.

Rensselaer, New York-based Ace Holding LLC filed second chapter 11
petition on April 11, 2008 (Bankr. N.D.N.Y. Case No. 08-11084).  
Judge Robert E. Littlefield Jr. presides over the case.  Michael
D. Assaf, Esq., at Assaf & Mackenzie represent the Debtor in its
restructuring efforts.  The Debtor's schedules show total assets
of $11,983,533 and total debts of $917,198.

The Debtor filed its first chapter 11 petition on Aug. 31, 2007
(Bankr. N.D.N.Y. Case No. 07-12342).  E. Lisa Tang, Esq., served
as counsel to the Debtor in the case presided over by Judge Robert
E. Littlefield Jr.


ACE HOLDING: Files Schedules of Assets and Liabilities
------------------------------------------------------
Ace Holding LLC delivered to the U.S. Bankruptcy Court for the
Northern District of New York its schedules of assets and
liabilities, disclosing:

   Name of Schedule                    Assets     Liabilities
   ----------------                  ----------   -----------
   A. Real Property                    $943,800
   B. Personal Property              11,039,733  
   C. Property Claimed
      as Exempt
   D. Creditors Holding                              $832,097
      Secured Claims
   E. Creditors Holding                                 1,500
      Unsec. Priority
      Claims
   F. Creditors Holding                                83,601
      Unsec. Nonpriority
      Claims
                                     ----------   -----------
      TOTAL                         $11,983,533      $917,198

Rensselaer, New York-based Ace Holding LLC filed second chapter 11
petition on April 11, 2008 (Bankr. N.D.N.Y. Case No. 08-11084).  
Judge Robert E. Littlefield Jr. presides over the case.  Michael
D. Assaf, Esq., at Assaf & Mackenzie represent the Debtor in its
restructuring efforts.

The Debtor filed its first chapter 11 petition on Aug. 31, 2007
(Bankr. N.D.N.Y. Case No. 07-12342).  E. Lisa Tang, Esq., served
as counsel to the Debtor in the case presided over by Judge Robert
E. Littlefield Jr.


ALLEGIANCE-TYSON: Case Summary & Four Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Allegiance-Tyson Woods II Properties, LLC
        12453 Highway 92, Ste. 200
        Woodstock, GA 30188

Bankruptcy Case No.: 08-68706

Chapter 11 Petition Date: May 6, 2008

Court: Northern District of Georgia (Atlanta)

Judge: James Massey

Debtor's Counsel: L. Matt Wilson, Esq.
                  Email: matt@willaw.com
                  Wilson & Lakes, LLP
                  Ste. 3250, Atlanta Plaza
                  950 East Paces Ferry Rd.
                  Atlanta, GA 30326
                  Tel: (404) 364-2240

Total Assets:  $761,400

Total Debts: $6,267,163

Debtor's Four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
RH Development, LLC            loan                  $805,074
12453 Hwy. 92, Ste. 200
Woodstock, GA 30188

Paulson Mitchell, Inc.         trade debt            $20,223
85-A Mill St., Ste. 200
Roswell, GA 30075

Satterfield & Associates, LLC  trade debt            $7,200
P.O. Box 801467
Acworth, GA 30101

Applied Engineering &          trade debt            $575
Construction Ser.


AMERICAN AXLE: Not All Workers Will Return to Three Rivers Plant
----------------------------------------------------------------
Skilled-trades workers at an American Axle & Manufacturing
Holdings Inc. plant in Three Rivers, Michigan, returned to their
duties when the third shift began at 11 p.m. last night, Jef
Rietsma of the Kalamazoo Gazette reports, quoting third-shift
machine technician Dave Pawloski.

However, some United Auto Workers union workers at the plant,
including Mr. Pawloski, have received automated calls telling them
that they had been laid off amid the recent ratification of an
UAW-AAM labor contract, covering approximately 3,650 AAM
associates at five facilities in Michigan and New York.

Mr. Pawloski, also former union vice president, said the layoffs
are a usual three-week occurrence that would displace as many as
250 plant workers, the paper relates.  He believes that the move
is not a retaliation against those who participated in the labor
protest.

The paper also cites American Axle spokeswoman Renee Rogers as
saying that a full staff won't be needed right away until start-up
production phase reaches maximum output.

                           Labor Options

The paper's Alex Nixon writes that those workers who started work
at the Three Rivers plant yesterday, will have to decide with
either reduced wages and benefits or retire with compensation.  
Hourly wage cuts of $8 to $14 is likely.

Some examples:

   * skilled trades positions, such as millwrights, electricians
     and toolmakers, will be paid $25 an hour, down from $33;

   * axle line production workers will see their hourly pay cut   
     from $28 to either $17.50 or $18;

   * driveshaft line production workers will see their hourly pay
     fall from $28 to either $14 or $14.50;

   * forklift truck drivers will be paid $12 an hour and general
     factory support workers will get $10 an hour; and

   * all new hires will start at $10 an hour.

According to a copy of the new labor contract obtained by the
Gazette, American Axle will stop contributing to the company
pension plan after Dec. 31, 2008, which means that pension
payments in retirement will only be based on years of employment
before Dec. 31, 2008.  But each employee will be automatically
enrolled in a 401(k) program, obligating workers to pay a minimum
2% and Axle 5%.

The paper also relates that those opting for the compensation
programs will leave the company through five alternatives,
depending on age and the number of years of employment.

Workers at least 65 years old, or between 60 and 65 with 10 or
more years of service, can retire and take a $55,000 payout and
keep the current retiree health-care plan.  Workers who aren't yet
60, but have 26 to 29 years of service can opt for "pre-retirement
leave" until they reach 30 years of service and can retire,
maintaining their current retiree health-care benefits.

Workers not close to retirement age who chose to leave can qualify
for one of three payments:

   * if they have been employed with Axle for 10 or more years,  
     they will receive $140,000;

   * if they have less than 10 years employment with the company
     but were hired before the two-tier wage structure kicked in,
     they will get $85,000; and

   * if they were hired after 2004, they can quit and get $50,000.

                        About American Axle

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its
wholly owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.


AMERICAN AXLE: Declares Second Quarter 2008 Dividend
----------------------------------------------------
American Axle & Manufacturing Holdings, Inc., disclosed a
cash dividend of $0.15 per share payable on June 27, 2008 to
stockholders of record on all of the company's issued and
outstanding common stock as of June 7, 2008.

Headquartered in Detroit, Michigan, American Axle & Manufacturing
Holdings Inc. (NYSE:AXL) -- http://www.aam.com/-- and its
wholly owned subsidiary, American Axle & Manufacturing, Inc.,
manufactures, engineers, designs and validates driveline and
drivetrain systems and related components and modules, chassis
systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars.  In addition to locations in the
United States (in Michigan, New York and Ohio), the company also
has offices or facilities in Brazil, China, Germany, India, Japan,
Luxembourg, Mexico, Poland, South Korea and the United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter on April 4, 2008,
Moody's Investors Service placed American Axle & Manufacturing
Holdings, Inc.'s Ba3 Corporate Family Rating under review for
downgrade.


AMORTIZING RESIDENTIAL: S&P Slashes Rtngs. on Three Classes to CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on four
classes of mortgage pass-through certificates issued by Amortizing
Residential Collateral Trust's series 2002-BC9.  At the same time,
we placed the 'AA+' rating on class M1 from this series on
CreditWatch with negative implications.
     
The downgrades reflect realized losses that have exceeded monthly
excess interest cash flow, which has reduced overcollateralization
for the transaction to $455,464.
     
Series 2002-BC9 has sizeable loan amounts that are severely
delinquent, suggesting that the unfavorable performance trends are
likely to continue.  As of the April 2008 remittance report,
severe delinquencies totaled $10.498 million, or 28.49% of the
current pool balance.
     
S&P placed the 'AA+' rating on class M1 on CreditWatch with
negative implications because of the current severe delinquency
pipeline relative to current credit support.  Credit support
provided through subordination is approximately $7.467 million,
while $10.498 million in loans are currently categorized as
severely delinquent.  Additionally, the transaction has suffered
increasing loss severities on liquidations, which heightens the
risk posed by these delinquencies.  Based on remittance reports
for the past year, the approximate 12-month average loss severity
(calculated as current month realized loss or the gain divided by
the prior actual balance of the loan) for the transaction is
52.7%.  

S&P will closely monitor the developing relationship
between credit support for the M1 class and delinquencies.  If
current trends continue, S&P will take negative rating actions on
the M1 certificate.  Conversely, if the ratio of delinquencies to
credit support improves, S&P will affirm the 'AA+' rating on the
class and remove it from CreditWatch.
     
Subordination, O/C, and excess interest cash flow provide credit
support for this transaction.  Additionally, series 2002-BC9
benefits from a loan-level primary mortgage insurance policy
through Mortgage Guaranty Insurance Corp. (MGIC; 'A/Negative'
financial strength rating) that covers 62% of the  loans with
loan-to-value ratios of more than 80% at origination (to cover
them to a LTV of 60%).  The collateral for the series consists of
30-year subprime, fixed- or adjustable-rate mortgage loans that
are secured by first liens on one- to four-family residential
properties.

                         Ratings Lowered

              Amortizing Residential Collateral Trust
        Mortgage pass-through certificates series 2002-BC9

                                  Rating
                                  ------
                  Class      To             From
                  -----      --             ----
                  M2         B              A
                  M3         CCC            BB
                  M4         CCC            B
                  B          CCC            B-

               Rating Placed on Creditwatch Negative

              Amortizing Residential Collateral Trust
         Mortgage pass-through certificates series 2002-BC9

                                    Rating
                                    ------
                    Class      To             From
                    -----      --             ----
                    M1         AA+/Watch Neg  AA+


AMR CORP: Reports Initial Round of Capacity Reductions
------------------------------------------------------
AMR Corp. disclosed the first round of reductions to its flight
schedule as part of its plans to reduce capacity in an effort to
significantly reduce costs and create a more sustainable supply-
and-demand balance in the market.  The actions come in the face of
skyrocketing fuel prices and a softening economy.

As disclosed in the Troubled Company Reporter on May 22, 2008,
AMR Corp., the parent company of American Airlines, Inc.,
reported significant reductions to its 2008 domestic flight
schedule, including a fourth quarter mainline domestic capacity
reduction of 11% to 12% from the previous year.  It also outlined
plans to retire at least 75 mainline and regional aircraft and
unveiled several revenue growth initiatives, as the company
responds to record fuel prices, growing concerns about the economy
and a difficult competitive environment.  AMR said it will reduce
American Airlines domestic capacity -- or available seat miles
flown -- in the fourth quarter of 2008 by 11% to 12%, compared to
the fourth quarter of 2007.  According to its April 16 guidance,
AMR previously expected domestic mainline capacity in the fourth
quarter to decline by 4.6% compared to the same period in 2007.

In addition, AMR regional affiliate capacity is expected to
decline by 10% to 11% in the fourth quarter compared to fourth
quarter 2007 levels.  Previously, regional affiliate capacity in
the fourth quarter was expected to increase by 2.0% from 2007
levels.

The initial changes to the flight schedule include, but are not
limited to:

   * Discontinuing its Chicago - Buenos Aires service effective
     Sept. 3, 2008,

   * Discontinuing its Chicago - Honolulu service Jan. 5, 2009.   
     Between Sept. 3, 2008, and Jan. 5, 2009, American will
     operate Chicago - Honolulu service only on peak demand days,

   * Discontinuing its Boston - San Diego service effective
     Sept. 3, 2008,

   * Restructuring American and American Eagle operations at San
     Juan, Puerto Rico, beginning in September.  This round of
     reductions will affect American and American Eagle flights
     originating from San Juan to the United States and various
     islands in the Caribbean.

Customers impacted by the schedule changes will be contacted
starting next week and re-accommodated on alternative flights.

In the coming weeks, AMR will continue to make additional schedule
reductions in other markets and will assess the location- and
route-specific impacts of those changes.  Fourth quarter
consolidated system capacity is expected to decline 7% to 8% year
over year, including the capacity reductions that were announced
earlier this year.

To effect these changes, AMR plans to retire 40-45 mainline
aircraft (mostly MD-80s and some Airbus A300s) and 35-40 regional
jets.  In an effort to significantly reduce costs, American Eagle
also will retire its Saab fleet by the end of the year.

Headquartered in Forth Worth, Texas, AMR Corporation (NYSE:
AMR) operates with its principal subsidiary, American Airlines
Inc. -- http://www.aa.com/-- a worldwide scheduled passenger  
airline.  At the end of 2006, American provided scheduled jet
service to about 150 destinations throughout North America, the
Caribbean, Latin America, Europe and Asia.  American is also a
scheduled airfreight carrier, providing freight and mail services
to shippers throughout its system.

Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two
regional airlines, American Eagle Airlines Inc. and Executive
Airlines Inc., and does business as "American Eagle."  American
Beacon Advisors Inc., a wholly owned subsidiary of AMR, is
responsible for the investment and oversight of assets of AMR's
U.S. employee benefit plans, as well as AMR's short-term
investments.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 30, 2007,
following the announcement by AMR Corp. that it intends to divest
its American Eagle Holding Corp. subsidiary in 2008, Fitch expects
no near-term impact on the debt ratings of AMR and its principal
operating subsidiary, American Airlines Inc.  Fitch affirmed both
entities' Issuer Default Ratings at 'B-' on Nov. 13, 2007, while
revising the Rating Outlook for AMR to Positive.


ARIEL WAY: March 31 Balance Sheet Upside-Down by $1,241,555
-----------------------------------------------------------
Ariel Way Inc.'s consolidated balance sheet at March 31, 2008,
showed $4,624,957 in total assets and $5,866,512 in total
liabilities, resulting in a $1,241,555 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,721,933 in total current assets
available to pay $5,866,512 in total current liabilities.

The company reported a net loss of $187,371, on revenues of
$1,124,715, for the second quarter ended March 31, 2008, compared
with a net loss of $131,523, on revenues of $330,093, 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?2ca0

                     Going Concern Disclaimer

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,
expressed substantial doubt about Ariel Way 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 said that the company did not generate
sufficient cash flows from revenues during the year ended
Sept. 30, 2007, to fund its operations.  Also at Sept. 30, 2007,
the company had negative net working capital of $2,554,341.

                         About Ariel Way

Based in Vienna, Va., Ariel Way Inc. (OTC BB: AWYI) --
http://www.arielway.com/-- is a technology and services company  
for highly secure global communications, multimedia and digital
signage solutions and technologies.  The company is focused on
developing innovative and secure technologies, acquiring and
growing profitable advanced technology companies and global
communications service providers and creating strategic alliances
with companies in complementary product lines and service
industries.


ASIA GLOBAL: Earns $390,932 in First Quarter Ended March 31
-----------------------------------------------------------
Asia Global Holdings Corp. reported net income of $390,932, on net
revenues of $1,524,346, for the first quarter ended March 31,
2008, compared with a net loss of $2,947,163, on net revenues of
$828,495, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$5,325,175 in total assets, $2,776,083 in total liabilities, and
$2,549,092 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?2ca5

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 5, 2008, Zhong
Yi (Hong Kong) C.P.A. Company Limited expressed substantial
doubt about Asia Global Holdings 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  
pointed to Asia Global's substantial losses.

                         About Asia Global

Incorporated in the State of Nevada, Asia Global Holdings Corp.
(OTC BB: AAGH.OB) -- http://www.asiaglobalholdings.com/-- has a  
strong focus on building business in China and other emerging
regions and markets in Asia and worldwide.  The company's present
subsidiaries participate in media & advertising, marketing
services and TV entertainment.  The company has offices in the US,
Hong Kong and China.


BANYAN CORP: March 31 Balance Sheet Upside-Down by $930,829
-----------------------------------------------------------
Banyan Corp.'s consolidated balance sheet at March 31, 2008,
showed $4,111,277 in total assets and $5,042,106 in total
liabilities, resulting in a $930,829 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,623,794 in total current assets
available to pay $3,599,146 in total current liabilities.

The company reported a net loss of $981,063, on  revenue of
$574,557, for the first quarter ended March 31, 2008, compared
with a net loss of $1,634,349, on revenue of $1,436,274, 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?2c8c

                     Going Concern Disclaimer

Schwartz Levitsky Feldman LLP, in Toronto, Ontario, expressed
substantial doubt about Banyan 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
pointed to the company's recurring losses from operations, working
capital deficiency and net stockholders' deficit.

                        About Banyan Corp.

Headquartered in Beverly Hills, California, Banyan Corporation
(OTC BB: BANY.OB) operates in two segments of the health care
industry: diagnostic imaging and franchising Chiropractic USA
chiropractic clinics.  All clinics are operated by independent
entrepreneurs under the terms of franchise arrangements.


BARNERT HOSPITAL: Files Disclosure Statement and Chapter 11 Plan
----------------------------------------------------------------
Nathan and Miriam Barnert Memorial Hospital Association dba
Barnert Hospital delivered to the Hon. Donald H. Steckroth of the
the United States Bankruptcy Court for District of New Jersey a
proposed Disclosure Statement dated May 19, 2008, explaining its
Chapter 11 Plan of Liquidation.

The Plan proposes an orderly liquidation of the Debtor's assets
and provides that all collected funds will be paid to creditors
on account of their claims.  Pursuant to the Plan, a liquidating
trustee will be appointed to wind-down all of the Debtor's assets
and pursue all causes of action.

                          Asset Sale

As reported in the Troubled Company Reporter on March 10, 2008,
the Court authorized the Debtor to sell substantially all of its
assets to Community Healthcare Associates LLC.

Community Healthcare was named as successful bidder after topping
Hospital Associates LLC, the stalking horse bidder.  The Debtor
will pay $350,000 as break-up fee to Hospital Associates.

Under the asset purchase agreement, the purchased assets are
comprised of:

   -- assumption by Community Healthcare of the assumed
      liabilities;

   -- purchase note $6,000,000 as initial principal payment
      plus the amount of the financed receivables secured by the
      guaranty and the new mortgage;

   -- unencumbered asset payment; and

   -- aggregate of Community Healthcare's share of the transfer
      taxes, if any, and other payment obligations.

The Debtor expects the sale to close no later than May 30, 2008.

A full-text copy of the Purchase Agreement date Feb. 15, 2008, is
available for free at http://ResearchArchives.com/t/s?28dd

               Treatment of Claims and Interests

All administrative claims will be paid in full on the Plan's
effective date.

Holders of non-tax and tax priority claims, totaling $415,207,
will be paid from the Debtor's funds, if any.

In connection with the sale of the Debtor's assets to Community
Healthcare, secured creditor United States Department of Housing
and Urban Development (HUD) agrees to receive:

   -- $6,000,000 paid by Community Healthcare;

   -- the payment by Community Healthcare for the accounts
      receivable of the Debtor;

   -- retention of all cash held by HUD in the debt reserve fund;

   -- the remaining proceeds of the DSH settlement; and

   -- the net proceeds of certain appeals or actions filed by the
      Debtor seeking retroactive reimbursement rates for services
      provided against various third parties.

HUD is expected to lose at least $5,000,000 after in receives
these claims.  Nevertheless, it agreed to waive any further claims
against the Debtor's estate.

The Debtor has surrendered collateral to General Electric securing
its claim.

Each holder of general unsecured claim will receive a pro rata
share of the liquidation proceeds and the sale carve-out fund on
the distribution date, at the option of the liquidating trustee.

Holders of equity interest will not receive any distribution and
all equity will not be retained under the plan.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2ca8

A full-text copy of the Chapter 11 Liquidation Plan is available
for free at http://ResearchArchives.com/t/s?2ca9

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, -- http://www.barnerthospital.com/-- owns
and         
operates a 256 bed general acute care community hospital located    
at 680 Broadway in Paterson, New Jersey.  The company filed for    
chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No.    
07-21631).  David J. Adler, Esq., at McCarter & English, LLP,    
represents the Debtor in its restructuring efforts.  Warren J.    
Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg &    
Newman, P.C., represent the Official Committee of Unsecured    
Creditors in this case.  Donlin Recano & Company Inc. is the    
Debtor's claims, noticing, and balloting agent.  The Debtor's    
schedules reflect total assets of $46,600,967 and total    
liabilities of $61,303,505.


BARNERT HOSPITAL: Disclosure Statement Hearing Slated For June 24
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing on June 24, 2008, at 2:00 p.m., to consider
the adequacy of the Disclosure Statement dated May 19, 2008,
explaining a Chapter 11 Plan of Liquidation proposed by Nathan and
Miriam Barnert Memorial Hospital Association dba Barnert Hospital.

Objections, if any, are due June 16, 2008.

Nathan and Miriam Barnert Memorial Hospital Association, dba
Barnert Hospital, -- http://www.barnerthospital.com/-- owns
and         
operates a 256 bed general acute care community hospital located    
at 680 Broadway in Paterson, New Jersey.  The company filed for    
chapter 11 protection on Aug. 15, 2007 (Bankr. D. N.J. Case No.    
07-21631).  David J. Adler, Esq., at McCarter & English, LLP,    
represents the Debtor in its restructuring efforts.  Warren J.    
Martin Jr., Esq. and John S. Mairo, Esq., at Porzio Bromberg &    
Newman, P.C., represent the Official Committee of Unsecured    
Creditors in this case.  Donlin Recano & Company Inc. is the    
Debtor's claims, noticing, and balloting agent.  The Debtor's    
schedules reflect total assets of $46,600,967 and total    
liabilities of $61,303,505.


BCE INC: Supreme Court of Canada Sets Deadlines for Appeal Process
------------------------------------------------------------------
BCE Inc. (TSX, NYSE: BCE) said that the Supreme Court of Canada
has granted its motion to expedite the leave application
pertaining to the decision of the Quebec Court of Appeal
released on May 21, 2008, denying approval for the plan of
arrangement related to the proposed privatization of BCE. As
previously indicated, BCE, Bell Canada, together with the
Purchaser will seek leave to appeal.

The Supreme Court has established this schedule in connection
with the application for leave to appeal:

   * The application for leave to appeal and motion to expedite
     the hearing shall be served and filed by May 28, 2008;

   * Any responses to the application for leave and motion to
     expedite shall be served and filed by May 30, 2008.

In the event leave to appeal is granted and the motion to expedite
the hearing is granted, the Court suggests that these timelines
apply:

   * The appellants' factums, record and book of authorities to
     be served and filed by June 6, 2008;

   * Any applications for leave to intervene to be served and
     filed by June 6, 2008;

   * The respondents' factums, records and books of authorities
     to be served and filed by June 10, 2008;

   * The interveners' factums to be served and filed by June 10,
     2008;

   * The reply factum, if permitted under the rules of the
     Supreme Court, to be served and filed by June 12, 2008;

   * The appeal to be heard on June 17, 2008 at 9:30 a.m. The
     appellants to share one hour for oral argument and the
     respondents to share one hour for oral argument. Any
     intervener permitted to make an oral argument shall have 10
     minutes to do so.

In light of the Quebec Court of Appeal's decision, the closing of
the transaction will be contingent on the Supreme Court of Canada
granting leave to appeal and the reversal by the Supreme Court of
the judgment of the Quebec Court of Appeal relating to the plan of
arrangement.

As reported by the Troubled Company Reporter on May 23, 2008, BCE
Inc. together with the investor group led by Teachers' Private
Capital, will seek leave to appeal to the Supreme Court of Canada
a decision by the Quebec Court of Appeal denying the company's
plan of arrangement related to the BCE's proposed privatization.
In a unanimous judgment, five judges of the Quebec Court of Appeal
held that a final order would not be issued to approve the Plan.  
The Quebec Court of Appeal held that directors of a corporation
that is involved in a change of control transaction must follow a
process that considers the interests of debenture holders
including their reasonable expectations, and that does not focus
only on whether the transaction maximizes value for shareholders.

On June 29, 2007, BCE entered into an agreement to be purchased by
a group including the Ontario Teachers Pension Plan Board and its
partners Providence Equity Partners Inc., Madison Dearborn
Partners LLC, and Merrill Lynch Global Private Equity in a
leveraged buy-out that would greatly increase BCEs debt.
    
                            About BCE

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

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

                           *     *     *

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

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


BEAR STEARNS: Compensation Panel Accelerates Vesting of CAP Units
-----------------------------------------------------------------
In connection with the execution of the Agreement and Plan of
Merger by and between The Bear Stearns Companies Inc. and JPMorgan
Chase & Co., as amended, pursuant to which a subsidiary of
JPMorgan Chase will merge with and into Bear Stearns, the
Compensation Committee of the Board of Directors of Bear Stearns
approved the acceleration of:

   (1) the vesting of the CAP Units granted under The Bear Stearns
       Companies Inc. Capital Accumulation Plan for Senior
       Managing Directors, amended and restated Nov. 29, 2000,
       as subsequently amended that are held by holders who are:

       (i) offered and accept a full-time position to join
           JPMorgan Chase after the effective time of the merger,

      (ii) not offered continued employment, but who stay through
           a specified transition date or

     (iii) continuing to vest because of retirement or job
           elimination in accordance with their award and

   (2) the deferral periods for the CAP Units held by the Eligible
       Participants so that all vested CAP Units not otherwise
       distributable during 2008 shall be settled as of Jan. 31,
       2009, in each case, subject to each Eligible Participant
       executing an agreement and release at such time(s) and
       having such terms and conditions as JPMorgan Chase may, in
       its sole discretion, specify provided that such agreement
       and release is executed and becomes irrevocable prior to
       the end of the 2008 calendar year.

In addition, the Compensation Committee approved changes to the
terms of the CAP Units so that as of the effective time of the
merger, additional earning units shall no longer be credited, and
instead outstanding CAP Units following the merger will be
credited with dividend equivalent units until the CAP Units are
distributed.

The table sets forth the number of unvested CAP Units held by each
executive officer of Bear Stearns as of April 18, 2008 (the record
date for the special meeting of stockholders).  The table also
sets forth the number of shares of JPMorgan Chase common stock
that such executive officers would be entitled to receive upon the
settlement of their respective unvested CAP Units, as well as
the aggregate value of such shares, based upon the closing price
of the JPMorgan Chase common stock on May 20, 2008.

                              Aggregate No.
                              of Shares of
                              JPMorgan Chase
                              Common Stock to
                              be Issued upon
                              Settlement of
                   Unvested   Outstanding          Aggregate
  Name             Cap Units  Unvested Cap Units   Value($)(1)
  ----             ---------  ------------------   -----------
  Alan Greenberg      74,302              16,162       706,279
  Jeffrey Farber      19,842               4,316        188,609
  Jeffrey Mayer       81,862              17,807        778,166
  Samuel Molinaro     98,024              21,323        931,815
  Alan Schwartz      133,403              29,019      1,268,130
  Michael Solender    25,185               5,478        239,389

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

                           *     *     *

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

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


BEAR STEARNS TRUST: S&P Cuts Ratings on 28 Classes of Certificates
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 28
classes of mortgage pass-through certificates from 12 U.S.
Alternative-A residential mortgage-backed securities transactions
issued by Bear Stearns ALT-A Trust, Credit Suisse First Boston
Mortgage Securities Corp., CSFB Mortgage-Backed Trust, First
Horizon Alternative Mortgage Pass-Through Trust, and First Horizon
Alternative Mortgage Securities Trust.  S&P downgraded four of
these classes to 'D' because they have experienced principal
write-downs.  S&P removed two of the 28 lowered ratings from
CreditWatch negative.  

In addition, S&P affirmed its ratings on 194 other certificates
from various Alt-A transactions.  All of the affected transactions
were issued in 2004 or 2005.
     
The lowered ratings reflect current or projected credit
enhancement levels that are not sufficient to support the
certificates at the previous rating levels as of the April 2008
remittance period.  Based on the current collateral performance of
these transactions, future credit enhancement is projected to be
significantly less than the original credit support.  S&P have
reviewed all of the affected transactions within the past 12
months, and they continue to perform adversely.
     
As of the April 2008 remittance period, total delinquencies for
these transactions ranged from 3.94% (First Horizon Alternative
Mortgage Securities Trust 2004-AA3) to 17.14% (CSFB Mortgage-
Backed Trust Series 2005-12, structure group 10) of the current
pool balances, while severe delinquencies (90-plus days,
foreclosures, and REOs) ranged from 2.61% (First Horizon
Alternative Mortgage Securities Trust 2004-AA3) to 13.79% (Bear
Stearns Alt A Trust 2005-4, structure group 1) of the current pool
balances.  Cumulative losses for these transactions ranged from
0.01% (Credit Suisse First Boston Mortgage Securities Corp. Series
2002-AR33 Structure Group 1) to 0.93% (Bear Stearns Asset Backed
Securities I Trust 2005-AC8) of the original pool balances.  These
deals have all been seasoned between 27 (CSFB Mortgage-Backed
Trust Series 2005-12) and 63 months (Credit Suisse First Boston
Mortgage Securities Corp. Series 2002-AR33).  
     
The affirmations reflect sufficient credit support percentages to
support the current ratings as of the April 2008 remittance
period.
     
The underlying collateral for all of the affected classes in these
transactions consists primarily of Alt-A mortgage loans.

                          Ratings Lowered
                      Bear Stearns ALT-A Trust

                                                  Rating
                                                  ------
       Transaction    Class      CUSIP         To       From
       -----------    -----      -----         --       ----
       2004-11        I-B-2      07386HMU2     BBB-     BBB
       2004-11        II-B-4     07386HNL1     B        BB
       2004-11        II-B-5     07386HNM9     CCC      B

       Credit Suisse First Boston Mortgage Securities Corp.

                                                  Rating
                                                  ------
       Transaction     Class      CUSIP         To       From
       -----------     -----      -----         --       ----
       2005-3          D-B-4      225458LZ9     B        BB-

                     CSFB Mortgage-Backed Trust

                                                 Rating
                                                 ------
    Transaction   Class      CUSIP         To             From
    -----------   -----      -----         --             ----
    2005-10       D-B-2      225470GC1     BBB            A
    2005-10       D-B-3      225470GD9     BB             BBB
    2005-10       D-B-4      225470GE7     B              BBB-
    2005-10       D-B-5      225470GQ0     CCC            BB-
    2005-10       D-B-6      225470GR8     D              B-
    2005-11       D-B-3      2254W0PZ2     BBB-           BBB
    2005-11       D-B-4      2254W0QC2     BB-            BBB-
    2005-11       D-B-5      2254W0QG3     B              BB+
    2005-11       D-B-6      2254W0QH1     CCC            BB
    2005-11       D-B-7      2254W0QJ7     CCC            BB-
    2005-11       D-B-8      2254W0QK4     D              B-
    2005-12       B-2        225470SN4     BBB-           A
    2005-12       B-3        225470SP9     BB             BBB+
    2005-12       B-4        225470SQ7     B+             BBB
    2005-12       B-5        225470SV6     B              BBB-
    2005-12       B-6        225470SW4     CCC            BB
    2005-12       B-7        225470SX2     CCC            BB-

       First Horizon Alternative Mortgage Pass-Through Trust

                                                 Rating
                                                 ------
    Transaction   Class      CUSIP         To             From
    -----------   -----      -----         --             ----
    2004-AA1      B-5        32051D3R1     CCC            B

        First Horizon Alternative Mortgage Securities Trust

                                                 Rating
                                                 ------
    Transaction   Class      CUSIP         To             From
    -----------   -----      -----         --             ----
    2004-AA3      B-5        32051D6K3     CCC            B
    2004-AA4      B-5        32052BAG0     CCC            B
    2004-AA5      B-5        32051GBZ7     CCC            B
    2004-AA6      B-5        32051GCK9     CCC            B

       Ratings Lowered and Removed from Creditwatch Negative

        Credit Suisse First Boston Mortgage Securities Corp.

                                                 Rating
                                                 ------
        Transaction   Class      CUSIP         To      From
        -----------   -----      ------        --      ----
        2005-3        D-B-5      225458MA3     D     B-/Watch Neg

                   CSFB Mortgage-Backed Trust

                                                 Rating
                                                 ------
        Transaction   Class      CUSIP         To     From
        -----------   -----      -----         --     ----
        2005-12       B-8        225470SY0     D      B-/Watch Neg

                         Ratings Affirmed

                      Bear Stearns Alt A Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2005-4              I-A-1      07386HSP7     AAA
        2005-4              I-A-2      07386HSQ5     AAA
        2005-4              II-1A-1    07386HSV4     AAA
        2005-4              II-2A-1    07386HTP6     AAA
        2005-4              II-2A-2    07386HSW2     AAA
        2005-4              II-2A-3    07386HSX0     AAA
        2005-4              II-3A-1    07386HSY8     AAA
        2005-4              II-3A-2    07386HSZ5     AAA
        2005-4              II-3A-3    07386HTA9     AAA
        2005-4              II-3A-4    07386HTB7     AAA
        2005-4              II-4A-1    07386HTC5     AAA
        2005-4              II-4A-2    07386HTD3     AAA
        2005-4              II-5A-1    07386HTE1     AAA
        2005-4              II-5A-2    07386HTF8     AAA
        2005-4              II-M1      07386HTQ4     AA+
        2005-4              II-M2      07386HTR2     AA+
        2005-4              II-M3      07386HTS0     AA
        2005-4              II-M4      07386HTT8     AA
        2005-4              I-M-1      07386HSR3     AA
        2005-4              II-B1      07386HTG6     A+
        2005-4              I-M-2      07386HSS1     A+
        2005-4              II-B2      07386HTH4     A
        2005-4              I-B-1      07386HST9     A-
        2005-4              I-B-2      07386HSU6     BBB+
        2005-4              II-B3      07386HTJ0     BBB
        2005-4              I-B-3      07386HTK7     BB+
        2005-4              II-B4      07386HTL5     B
        2005-4              II-B5      07386HTM3     CCC

                     Bear Stearns ALT-A Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2004-11             I-A-1      07386HMP3     AAA
        2004-11             I-A-2      07386HMQ1     AAA
        2004-11             II-A-1     07386HMV0     AAA
        2004-11             II-A-2     07386HMW8     AAA
        2004-11             II-A-3     07386HMX6     AAA
        2004-11             II-A-4     07386HMY4     AAA
        2004-11             II-A-5     07386HMZ1     AAA
        2004-11             II-A-6a    07386HNB3     AAA
        2004-11             II-A-6b    07386HNP2     AAA
        2004-11             II-X-A-5   07386HNA5     AAA
        2004-11             II-B-1     07386HNF4     AA+
        2004-11             I-M-1      07386HMR9     AA
        2004-11             II-B-2     07386HNG2     A+
        2004-11             I-M-2      07386HMS7     A
        2004-11             I-B-1      07386HMT5     BBB+
        2004-11             II-B-3     07386HNH0     BBB

          Bear Stearns Asset Backed Securities I Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2005-AC8            A-1        073879Z27     AAA
        2005-AC8            A-10       0738792P2     AAA
        2005-AC8            A-2        073879Z35     AAA
        2005-AC8            A-3        073879Z43     AAA
        2005-AC8            A-4        073879Z50     AAA
        2005-AC8            A-5        073879Z68     AAA
        2005-AC8            A-6        073879Z76     AAA
        2005-AC8            A-7        073879Z84     AAA
        2005-AC8            A-8        073879Z92     AAA
        2005-AC8            A-9        0738792N7     AAA
        2005-AC8            PO         0738792B3     AAA
        2005-AC8            R-1        0738792F4     AAA
        2005-AC8            R-2        0738792G2     AAA
        2005-AC8            R-3        0738792H0     AAA
        2005-AC8            X-1        0738792A5     AAA
        2005-AC8            B-1        0738792C1     AA
        2005-AC8            B-2        0738792D9     BBB
        2005-AC8            B-3        0738792E7     B
        2005-AC8            B-4        0738792J6     CCC

        Credit Suisse First Boston Mortgage Securities Corp.

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2002-AR33           C-B-1      22541NYF0     AAA
        2002-AR33           I-A-1      22541NXT1     AAA
        2002-AR33           II-A-1     22541NXU8     AAA
        2002-AR33           III-A-1    22541NXV6     AAA
        2002-AR33           III-A-2    22541NXW4     AAA
        2002-AR33           III-A-3    22541NXX2     AAA
        2002-AR33           III-A-4    22541NXY0     AAA
        2002-AR33           III-X      22541NYC7     AAA
        2002-AR33           II-X       22541NYB9     AAA
        2002-AR33           IV-A-1     22541NXZ7     AAA
        2002-AR33           V-A-1      22541NYA1     AAA
        2002-AR33           C-B-2      22541NYG8     AA+
        2002-AR33           C-B-3      22541NYH6     A
        2002-AR33           V-M-2      22541NYE3     A
        2002-AR33           C-B-4      22541NYJ2     BBB
        2002-AR33           C-B-5      22541NYK9     B
        2005-3              I-A-1      225458JU3     AAA
        2005-3              II-A-1     225458JV1     AAA
        2005-3              VI-A-1     225458LD8     AAA
        2005-3              VI-A-2     225458LE6     AAA
        2005-3              VI-A-3     225458LF3     AAA
        2005-3              VI-A-4     225458LG1     AAA
        2005-3              VI-X       225458LN6     AAA
        2005-3              D-B-1      225458LU0     AA
        2005-3              D-B-2      225458LV8     A
        2005-3              D-B-3      225458LW6     BBB

                    CSFB Mortgage-Backed Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2005-10             D-X-1      225470FU2     AAA
        2005-10             D-X-2      225470FV0     AAA
        2005-10             III-A-1    225470DW0     AAA
        2005-10             III-A-2    225470DX8     AAA
        2005-10             III-A-3    225470DY6     AAA
        2005-10             III-A-4    225470DZ3     AAA
        2005-10             IV-A-1     225470EA7     AAA
        2005-10             IV-A-2     225470EB5     AAA
        2005-10             IX-A-1     225470FJ7     AAA
        2005-10             V-A-1      225470EC3     AAA
        2005-10             V-A-10     225470EM1     AAA
        2005-10             V-A-2      225470ED1     AAA
        2005-10             V-A-3      225470EE9     AAA
        2005-10             V-A-4      225470EF6     AAA
        2005-10             V-A-5      225470EG4     AAA
        2005-10             V-A-6      225470EH2     AAA
        2005-10             V-A-7      225470EJ8     AAA
        2005-10             V-A-8      225470EK5     AAA
        2005-10             V-A-9      225470EL3     AAA
        2005-10             VIII-A-1   225470FE8     AAA
        2005-10             VIII-A-2   225470FF5     AAA
        2005-10             VIII-A-3   225470FG3     AAA
        2005-10             VIII-A-4   225470FH1     AAA
        2005-10             X-A-1      225470FK4     AAA
        2005-10             X-A-2      225470FL2     AAA
        2005-10             X-A-3      225470FM0     AAA
        2005-10             X-A-4      225470FN8     AAA
        2005-10             X-A-5      225470FP3     AAA
        2005-10             D-B-1      225470GB3     AA
        2005-11             1-A-1      2254W0NE1     AAA
        2005-11             2-A-1      2254W0NF8     AAA
        2005-11             3-A-1      2254W0NG6     AAA
        2005-11             3-A-2      2254W0NH4     AAA
        2005-11             3-A-3      2254W0NJ0     AAA
        2005-11             3-A-4      2254W0NK7     AAA
        2005-11             3-A-5      2254W0NL5     AAA
        2005-11             3-A-6      2254W0NM3     AAA
        2005-11             3-A-7      2254W0NN1     AAA
        2005-11             4-A-1      2254W0NP6     AAA
        2005-11             7-A-1      2254W0PC3     AAA
        2005-11             7-A-2      2254W0PD1     AAA
        2005-11             A-P        2254W0PT6     AAA
        2005-11             D-X        2254W0PR0     AAA
        2005-11             D-B-1      2254W0PX7     AA
        2005-11             D-B-2      2254W0PY5     A
        2005-12             2-A-1      225470RT2     AAA
        2005-12             3-A-1      225470RU9     AAA
        2005-12             6-A-1      225470RY1     AAA
        2005-12             6-A-2      225470RZ8     AAA
        2005-12             7-A-1      225470SA2     AAA
        2005-12             8-A-1      225470SB0     AAA
        2005-12             A-X        225470SC8     AAA
        2005-12             D-X-2      225470SE4     AAA
        2005-12             B-1        225470SM6     AA

       First Horizon Alternative Mortgage Pass-Through Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2004-AA1            A-1        32051D3G5     AAA
        2004-AA1            A-2        32051D3H3     AAA
        2004-AA1            A-3        32051D3J9     AAA
        2004-AA1            B-1        32051D3M2     AA
        2004-AA1            B-2        32051D3N0     A
        2004-AA1            B-3        32051D3P5     BBB
        2004-AA1            B-4        32051D3Q3     BB

        First Horizon Alternative Mortgage Securities Trust

        Transaction         Class      CUSIP         Rating
        -----------         -----      -----         ------
        2004-AA2            I-A-1      32051D4P4     AAA
        2004-AA2            II-A-1     32051D4S8     AAA
        2004-AA2            B-1        32051D4T6     AA
        2004-AA2            B-2        32051D4U3     A
        2004-AA2            B-3        32051D4V1     BBB
        2004-AA2            B-4        32051D4W9     BB
        2004-AA2            B-5        32051D4X7     B
        2004-AA3            A-1        32051D6B3     AAA
        2004-AA3            A-2        32051D6C1     AAA
        2004-AA3            A-3        32051D6D9     AAA
        2004-AA3            B-1        32051D6F4     AA
        2004-AA3            B-2        32051D6G2     A
        2004-AA3            B-3        32051D6H0     BBB
        2004-AA3            B-4        32051D6J6     BB
        2004-AA4            A-1        32051GAA3     AAA
        2004-AA4            B-1        32052BAC9     AA
        2004-AA4            B-2        32052BAD7     A
        2004-AA4            B-3        32052BAE5     BBB
        2004-AA4            B-4        32052BAF2     BB
        2004-AA5            I-A-1      32051GBR5     AAA
        2004-AA5            II-A-1     32051GBT1     AAA
        2004-AA5            II-A-2     32051GBU8     AAA
        2004-AA5            B-1        32051GBV6     AA
        2004-AA5            B-2        32051GBW4     A
        2004-AA5            B-3        32051GBX2     BBB
        2004-AA5            B-4        32051GBY0     BB
        2004-AA6            A-1        32051GCB9     AAA
        2004-AA6            A-2        32051GCC7     AAA
        2004-AA6            A-IO       32051GCD5     AAA
        2004-AA6            B-1        32051GCF0     AA
        2004-AA6            B-2        32051GCG8     A
        2004-AA6            B-3        32051GCH6     BBB
        2004-AA6            B-4        32051GCJ2     BB
        2004-FA1            I-A-1      32051D6Y3     AAA
        2004-FA1            I-A-PO     32051D6Z0     AAA
        2004-FA1            II-A-1     32051D7E6     AAA
        2004-FA1            II-A-PO    32051D7A4     AAA
        2004-FA1            III-A-1    32051D7F3     AAA
        2004-FA1            III-A-PO   32051D7B2     AAA
        2004-FA1            B-1        32051D7G1     AA
        2004-FA1            B-2        32051D7H9     A
        2004-FA1            B-3        32051D7J5     BBB
        2004-FA1            B-4        32051D7K2     BB
        2004-FA1            B-5        32051D7L0     B


CANADIAN TRUSTS: Restructuring Plan Hearing Adjourned Sine Die
--------------------------------------------------------------
The Honorable Justice Colin J. Campbell has delayed his decision
on whether to sanction the Plan of Compromise and Arrangement
proposed by the Pan-Canadian Investors Committee for Third Party
Structured Asset Backed Commercial Paper to restructure C$32-
billion of third-party asset-backed commercial paper under the
Companies Creditors Arrangement Act.

Mr. Justice Campbell stated in his written endorsement on the
Plan dated May 16, 2008, that there is a three-fold test that has
consistently been held to be met before a Plan is approved:

   (a) There must be strict compliance with all statutory
       requirements;

   (b) All materials filed and procedures carried out must be
       examined to determine if anything has been done -- or
       purported to have been done -- that is not authorized by
       the CCAA; and

   (c) The plan must be fair and reasonable.

Mr. Justice Campbell noted that certain dissenting noteholders
have insisted that two out of three categories of the test are
not met.

Having heard two days of submissions on May 12 and 13, 2008, and
given the stark contrast between the positions of the two
opposing views on issues concerning the Plan release provisions,
Mr. Justice Campbell adjourned the Sanction Hearing sine die for
the purpose of further submissions on behalf of interested
parties.

The Ontario Superior Court of Justice, however, acknowledged that
apart from the release provision issues, no party has strongly
opposed the scope or propriety of the Plan.

Mr. Justice enumerated various reasons why he adjourned the
Sanction Hearing:

   (1) The Court is not satisfied that the release proposed as
       part of the Plan, which is broad enough to encompass
       release from fraud, is properly authorized by the CCAA, or
       is necessarily fair and reasonable.

   (2) It would be appropriate to approve releases that would
       circumscribe claims for negligence.  "This Plan will not
       proceed unless negligence claims are released,"
       Mr. Justice Campbell asserted.

   (3) The Plan, which does not mention the word "fraud," does
       not explicitly advise Noteholders that the claims of fraud
       will be released against all who are bound by the Plan,
       particularly the initiating parties and supporters.  "I
       also recognize that the extensive majority who voted in
       favor of the Plan may not have believed that they had
       claims against one or more of the releases in fraud," Mr.
       Justice Campbell said.

   (4) The Court needs to determine whether a claims process can
       be developed within the CCAA regime to deal with the fraud
       issue.

"I am cognizant of the risk to Noteholders if the Plan is not
approved in its present form, Mr. Justice Campbell stated.  The
Applicants and their supporters have said they will not support
the Plan if the releases do not cover all possible claims against
the participating parties.

"I am also aware of the risk of the Court approving a Plan that
does not stand up to the scrutiny of being within the
jurisdiction of the Court within the CCAA, Mr. Justice Campbell
averred.  "Failure of the Plan by whatever means, whether now or
later, has serious consequences not just for the substantial
majority of Noteholders who have approved, but also for the
market in Canada for ABCP and as well for failure or impact on
the financial markets in Canada generally.

"There is an urgent need for, and there can be, a solution by
which the Plan can be approved," he opined.

Mr. Justice Campbell said that if negligence claims of moving
parties were allowed to proceed, so would claims by those other
Noteholders who could afford to do so.  He noted that they would
be almost compelled to do so because the legitimate claims of the
secured creditor -- the Asset Providers -- would remove most of
the asset value and the benefits of the Plan.

"I do take the statement on behalf of the Asset Providers to be
that if negligence claims are not released, they will not be part
of the Plan, which means the Plan fails," Mr. Justice Campbell
held.  "In my view, the spirit of the CCAA, for the further
reasons to come, will permit the release of negligence claims in
these circumstances."

"The claims in negligence are to be contrasted to the potential
claims in fraud.  In my view," Mr. Justice Campbell pointed out,
"if there are legitimate claims that can be sustained in fraud,
they do not risk the same potential for cascading third and
fourth party actions as those in negligence."

Mr. Justice Campbell also indicated that there is one further
missing element from the proposed Plan truly fair and reasonable,
and that is the formation of a Hardship Committee.

"The material before the Court reveals that the monetary cut-off
has operated to eliminate any immediate recovery to some elderly
individuals and families holding through corporations their
entire family savings," Mr. Justice Campbell observed.  He cited
that while the Court cannot order a hardship consideration
process, it could simply ask that before the return date, one be
considered by the Applicants and reported on.

Against this backdrop, Mr. Justice Campbell directed the parties
to return no later than May 30, 2008, to report on their
proposals, if any, for resolving potential claims in fraud.

                      Applicants' Statement

The Pan-Canadian Investors Committee for Third Party Structured
Asset Backed Commercial Paper issued a statement regarding the
Ontario Superior Court of Justice's decision to briefly adjourn
the hearing on the request for approval of the Committee's plan to
restructure $32-billion of third-party asset-backed commercial
paper under the Companies Creditors Arrangement Act:

"In his decision, Justice Colin Campbell found that the Plan
represents a laudable business solution.  He held that the release
provided in the Plan, insofar as it would bar claims against third
parties for negligence relating to ABCP, may well be appropriate
under the CCAA."

"However, to the extent the release could extend to fraud claims,
he adjourned the matter for further submissions as to whether the
Plan can be approved and, in particular, whether there could be a
process within the CCAA to deal with legitimate, specific and
particularized claims of noteholders for fraud, if any, against
various parties in connection with ABCP.

"He stated that, if the parties can agree on a dispute resolution
process within the ambit of the CCAA to deal with serious claims
of fraud, the Plan can go forward immediately.  He directed the
parties to return to Court to report on the proposals, if any, for
resolving potential claims in fraud by no later than May 30, 2008.

"The Judge also asked that a hardship consideration process to
deal with the special circumstances, including 'some elderly
individuals and families holding through corporations their entire
family savings,' be considered by the Committee and reported on to
the Court.

"'We look forward to working with the Monitor and other
stakeholders to see if a process can be developed that meets the
concerns raised by the Court so that the Plan may be sanctioned
and implemented as soon as possible for the benefit of all
noteholders,'" said Purdy Crawford, Chair of the Investors
Committee.

                     About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


CANADIAN TRUSTS: Investor ATB Ups ABCP Loss Provisions to C$250MM
-----------------------------------------------------------------
Asset-backed commercial paper refers to short-term investments
purchased mostly by large institutional investors such as
financial institutions, major corporations and pension funds.  The
underlying investments are things such as mortgages, car loans,
credit card receivables, credit default swaps and mortgage-backed
securities.

The Canadian market for third-party (or non-bank) sponsored ABCP
suffered a liquidity disruption in August 2007.  Shortly
thereafter, a group of financial institutions and other parties
agreed to a standstill period under the Montreal Accord, and a
Pan-Canadian Investors Committee was formed to oversee the orderly
restructuring of these investments during the standstill period.  
ATB Financial is a signatory to the Accord and a member of the
Investors Committee.

On April 24, 2008, nearly 96 per cent of 1,932 ABCP noteholders
voted in favor of the restructuring plan devised by the Investors
Committee.  Investors, including ATB Financial, will receive new,
longer-term floating-rate notes that will reach maturity in 6.4 to
8.5 years.  Current expectations are that the deal will be
finalized in the coming months, assuming that the ongoing
"fairness hearing" presided over by Justice Colin Campbell does
not negatively impact the Accord.

In the absence of an active market for third-party ABCP during the
standstill period, ATB has estimated the fair value of these
assets using an internal valuation model.  The valuation model
incorporates management's best estimates of credit risk
attributable to the underlying assets, the net discounted cash
flows ATB expects to earn from those assets, relevant market
discount rates for such investments, and assumptions regarding the
likelihood that the restructuring process will proceed as outlined
by the Investors Committee.

In the third quarter ended December 31, 2007, ATB had recorded a
total provision for ABCP losses of C$106.3 million.  In addition,
ATB also recognized a realized loss of C$0.6 million on a
restructured trust and a C$2.0-million expense for expected
restructuring costs.

Since December 31, 2007, a number of significant events have
impacted this provision.

     -- ATB's two holdings in bank-sponsored asset-backed
        commercial paper totaling C$85.8 million (before provision
        for loss) have suffered a liquidity disruption.  At
        March 31, 2008, the holdings were also being restructured
        into longer-term floating rate notes.

     -- The Investors Committee released new details regarding
        what ratings will apply to the investments expected to
        follow from the restructuring under the Accord.  These
        details differed (i.e., the ratings were lower) from the
        Dec. 2007 expectations; that negatively impacted the     
        valuation.

     -- Most significantly, there was a change in the market
        interest rates for similar investments from Dec. 31 to
        Mar. 31 that negatively impacted the valuations in the
        discounted cash flow model.

These events, combined with refinements to ATB's valuation model,
resulted in an increase to ATB's provision to C$252.5 million --
an increase of C$142.2 million over Dec. 31, 2007.  This provision
is 22.1% of ATB's total ABCP (both third-party and bank-sponsored)
-- up from 10.2% in December 2007.

A breakdown of ATB's ABCP investments and the provision amount
that relates to each:

As at                   Gross
March 31, 2008      Investment
(C$ in thousands)    Including
                        Accrued              Estimated  Provision
                       Interest  Provision  Fair Value  Per cent
-----------------------------------------------------  ---------
Montreal Accord
  ABCP
  Synthetic assets     C$65,545 C$(224,368)    741,177     23.24%
Traditional
  assets                 77,465     (4,805)     72,660      6.20%
Ineligible assets       13,826    (13,826)         -     100.00%
                   -----------------------------------
                      1,056,836   (242,999)    813,837     22.99%
                   -----------------------------------

Bank Sponsored
  ABCP                   85,834     (9,501)     76,333     11.07%
                   ------------------------------------
Fair value
  provision as at
  March 31, 2008    C$1,142,670 C$(252,500)  C$890,170     22.10%
                   ====================================

Realized loss on
  Skeena Capital Trust                (633)

Total Income
  Statement                     ----------
  Provision                     C$(253,133)
                                ==========

Of the pre-provision C$1.06 billion in third-party ABCP, listed
under "Montreal Accord":

     -- C$965.5 million, listed under "Synthetic", is represented
        by a combination of leverage collateralized debt,
        synthetic assets and traditional securitized assets.  ATB
        expects to receive replacement long-term floating-rate
        notes on these investments with a maturity of
        approximately 8.5 years upon restructuring.

     -- C$77.5 million, listed under "Traditional", is represented
        by traditional securitized assets.  ATB expects to
        receive long-term floating-rate notes with a maturity of
        approximately 6.4 to 8.3 years upon restructuring.

     -- C$13.8 million, listed under "Ineligible", is represented
        by assets that have an exposure to US mortgages,
        including sub-prime mortgages.

Also listed are ATB's pre-provision holdings of C$85.8 million in
bank-sponsored ABCP.

As of March 31, 2008, ATB recognized an ABCP provision on the
income statement totaling C$253.1 million, which was comprised of
a C$252.5-million provision and a C$0.6-million realized loss on
its Skeena investment, which was previously restructured.

Throughout this market disruption, ATB has maintained its strong
liquidity position and continues to meet the capital adequacy
guidelines set by the Government of Alberta.  Under the current
Montreal Accord restructuring proposal, ATB's holdings in 11
conduits will be combined into three new investments.  The
magnitude of one investment would exceed ATB's regulatory limits,
but ATB has obtained the necessary approvals from the Government
of Alberta to increase these limits.  This will permit ATB to
participate in the restructuring under the Montreal Accord.

It must be emphasized that ATB's estimate of the fair value of the
ABCP investments as of March 31, 2008 is subject to significant
uncertainty, especially with regards to critical assumptions
underlying the valuation model.  The eventual resolution of these
uncertainties could be such that the ultimate fair value of these
investments may vary significantly from management's current best
estimate and the magnitude of any such difference could be
material for ATB's financial results.

                     About the ABCP Trusts

Apollo Trust, Apsley Trust, Aria Trust, Aurora Trust, Comet Trust,
Devonshire Trust, Encore Trust, Gemini Trust, Ironstone Trust,
MMAI-1 Trust, Newshore Canadian Trust, Opus Trust, Planet Trust,
Rocket Trust, Selkirk Funding Trust, Silverstone Trust, Slate
Trust, Structured Asset Trust, Structured Investment Trust III,
Symphony Trust, Whitehall Trust are entities based in Canada that
issue securities called third-party structured finance asset-
backed commercial paper.  As of Sept. 14, 2007, these 21 Canadian
Trusts had approximately C$33 billion of outstanding ABCP.

As reported by the Troubled Company Reporter on March 18, 2008,
Justice Colin Campbell of the Ontario Superior Court of Justice
granted an application filed on March 17 by The Pan-Canadian
Investors Committee for Third-Party Structured ABCP under the
provisions of the Companies' Creditors Arrangement Act.  The
Committee asked the Court to call a meeting of ABCP noteholders to
vote on a plan to restructure 20 trusts affecting C$32 billion of
notes.  The trusts were covered by the Montreal Accord, an
agreement entered by international banks and institutional
investors on Aug. 16, 2007 to work out a solution for the ABCP
crisis in Canada.  Justice Campbell appointed Ernst & Young, Inc.,
as the Applicants' monitor, on March 17, 2008.  

(Canadian ABCP Trusts Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


CANEUM INC: March 31 Balance Sheet Upside-Down by $380,352
----------------------------------------------------------
Caneum Inc.'s consolidated balance sheet at March 31, 2008, showed  
$4,488,213 in total assets and $4,868,567 in total liabilities,
resulting in a $380,352 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,219,483 in total current assets
available to pay $4,539,085 in total current liabilities.

The company reported a net loss of $616,942, on revenue of
$3,236,624, for the first quarter ended March 31, 2008, compared
with a net loss of $685,951, on revenue of $2,750,373, 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?2c9a

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 29, 2008,
LevitZacks, in San Diego, expressed substantial doubt about Caneum
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 said that the company has incurred
significant cash losses from operations and has an accumulated
deficit of $8,776,019 at Dec. 31, 2007.

                        About Caneum Inc.

Based in Newport Beach, Calif., Caneum Inc. (Other OTC: CANM.PK)
-- http://www.caneum.com/-- provides business process and  
information technology outsourcing services to various industries,
including technology, energy, government, transportation,
financial services, education, and healthcare.


CATHY CUMMINGS: Case Summary & 16 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Cathy Cummings
        dba Cathy's Corner Restaurant
        1305 Baptiste Drive
        Paola, KS 66071

Bankruptcy Case No.: 08-20889

Chapter 11 Petition Date: April 22, 2008

Court: District of Kansas (Kansas City)

Debtor's Counsel: Norman E. Beal
                  1201 Walnut Street
                  Kansas City, MO 64106
                  Tel (816) 842-8600
                  Email nbeal@stinsonmoheck.com

Estimated Assets: $0 - $50,000

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

A copy of the Debtor's petition is available for free at:
             
             http://bankrupt.com/misc/ksb08-20889.pdf


CERES CAPITAL: U.S. Trustee Picks Three-Member Creditors Committee
------------------------------------------------------------------
Diana G. Adams, U.S. Trustee for Region 2, appointed three members
to the Official Committee of Unsecured Creditors in Ceres Capital
Partners LLC's Chapter 11 case.  

The panel consists of:

   1. 527 Madison Owner LLC
      Attn: Jason Grebin
      c/o Macklowe Properties
      767 Fifth Avenue
      New York, NY 10153
      Tel (212) 554-5812

   2. De Lage Landen Financial Services
      dba Cisco Systems Capital
      Attn: Lawrence D. Levin
      1111 Old Eagle School Rd.
      Wayne, PA 19087
      
   3. Helix Computer Systems Inc.
      Attn: Denise Thompson
      700 Harris St., Suite 103
      Charlottesville, VA 22903
      Tel (434) 817-7819

Headquartered in New York City, Ceres Capital Partners LLC
manage commercial paper conduits, structured investment vehicles
and other structured finance issuers.  It is partly owned by XL
Reinsurance America Inc. The company filed for Chapter 11
protection on April 17, 2008 (Bankr. S.D.N.Y. Case No.08-11390).  
Brian W. Harvey, Esq., and Emanuel C. Grillo, Esq., at Goodwin
Procter LLP, represent the Debtor.  When it filed for protection
against its creditors, it listed assets between $1,000,001 to
$10 million and debts between $50,00,001 to $100 million.


CERES CAPITAL: Court Approves Goodwin Procter as Bank. Counsel
--------------------------------------------------------------
Ceres Capital Partners LLC obtained authority from the United
States Bankruptcy Court for the Southern District of New York to
employ Goodwin Procter LLP as counsel.

Goodwin is expected to:

   a) advise the Debtor of its rights, powers and duties as debtor
      and debtor in possession;

   b) advise the Debtor concerning the transfer of its assets
      pursuant to the plan;

   c) prepare all necessary and appropriate applications, motions,
      draft orders, other pleadings, notices, schedules and other
      documents, and review all financial and other reports to be
      filed in the Debtor's Chapter 11 case;

   d) advise the Debtor concerning, and prepare responses to,
      applications, motions, other pleadings, notices and other
      papers that may be filed and served in the Debtor's
      Chapter 11 case;

   e) advise and assist the debtor in connection with the
      distributions under and confirmation of the Plan and related
      documents;

   f) assist the Debtor in reviewing, estimating and resolving
      claims asserted against its estate; and

   g) perform all other necessary legal services in connection
      with the Debtor's Chapter 11 case.

The Debtor related to the Court that it will pay Goodwin according
to the firm's standard rates:

     Designation                 Hourly Rates
     -----------                 ------------
     Partners                     $500 - $850
     Counsel                      $325 - $750
     Associates                   $200 - $565
     Legal Assistants              $55 - $355

According to the Debtor's books and records, it has paid Goodwin
approximately $1,116,491 for the legal services performed and
expenses incurred.  On April 11, 2008, Goodwin invoiced the Debtor
for $221,345 on account of legal services performed and expenses
incurred through March 31, 2008.  On April 16,2008,, the Debtor
paid $200,000 to Goodwin on account of the April 11 invoice, and
Goodwin agreed to write off the other $21,345 billed in the
April 11th invoice, well as approximately $85,000 in fees and
expenses which accrued after March 31, 2008, through the
bankruptcy filing.  

The Debtor also stated that there was no agreement of any kind
between Goodwin and the Debtor or between Goodwin and any other
party to permit Goodwin to recover the amount which has been
waived.  During bankruptcy, the Debtor will pay Goodwin at its
normal hourly rates.

To the best of the Debtor's knowledge, Goodwin is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Goodwin professionals can be reached at:

     Goodwin Procter LLP
     The New York Times Building
     620 Eighth Avenue
     New York City, NY 10018
     Tel: (212) 813-8800
     Fax: (212) 355-3333

Headquartered in New York City, Ceres Capital Partners LLC
manage commercial paper conduits, structured investment vehicles
and other structured finance issuers.  It is partly owned by XL
Reinsurance America Inc.  The company filed for Chapter 11
protection on April 17, 2008 (Bankr. S.D.N.Y. Case No.08-11390).   
The Official Committee of Unsecured Creditors is represented by
Arent Fox LLP.  When it filed for protection against its
creditors, it listed assets between $1,000,001 to $10 million and
debts between $50,00,001 to $100 million.


CERES CAPITAL: Court Approves EPIQ as Claims and Noticing Agent
---------------------------------------------------------------
Ceres Capital Partners LLC obtained authority from the United
States Bankruptcy Court for the Southern District of New York to
employ EPIQ Bankruptcy Solutions LLC as claims and noticing agent.

Epiq, as noticing agent, is expected to:

   i) transmit certain motions and notices filed in this case;

  ii) receive, docket, scan, maintain and photocopy claims filed
      against the Debtor;

iii) assist the Debtor in the distribution of the Plan
      solicitation materials;

  iv) receive, review and tabulate ballots cast in accordance with
      voting procedures approved by the Court;

   v) assist the Debtor with certain administrative functions
      relating to the Plan filed in this case.

Epiq is also expected to:

   a) assist the Debtor with preparation of all required notices
      in this case;

   b) promptly after the service of a particular notice, file with
      the Clerk's Office a certificate or affidavit of service;

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

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

   e) provide access to the public for examination of copies of
      proofs of claim or proofs of interest filed in this case
      without charge during regular business hours;

   f) record all transfers of claims pursuant to Bankruptcy Rule
      3001(e) and provide notice of the transfers;

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

   h) promptly comply with further conditions and requirements as
      the Clerk's Office or the Court may at any time prescribe;

   i) provide other claims processing, noticing, disbursing and
      related administrative services as may be requested from
      time to time by the Debtor;

   j) perform other services as may be requested by the Debtor.

Ron Jacobs, president of Epiq's Corporate Restructuring Solutions,
told the Court that the Epiq will bill the Debtor on a monthly
basis for the firm's services.

Mr. Jacobs assured the Court that Epiq is "disintersted" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in New York City, Ceres Capital Partners LLC
manage commercial paper conduits, structured investment vehicles
and other structured finance issuers.  It is partly owned by XL
Reinsurance America Inc.  The company filed for Chapter 11
protection on April 17, 2008, (Bankr. S.D.N.Y. Case No.08-11390).  
Brian W. Harvey, Esq., and Emanuel C. Grillo, Esq., at Goodwin
Procter LLP, represent the Debtor.  The Official Committee of
Unsecured Creditors is represented by Arent Fox LLP.  When it
filed for protection against its creditors, it listed assets
between $1,000,001 to $10 million and debts between $50,00,001 to
$100 million.


CHARMING SHOPPES: Agrees to Appoint 2 Crescendo Nominees to Board
-----------------------------------------------------------------
Crescendo Partners II disclosed in a regulatory filing with the
U.S. Securities and Exchange Commission that it withdrew its
nominations of Messrs. Arnaud Ajdler, Robert Frankfurt and Micahel
Appel for election to the Board of Directors of Charming Shoppes
Inc. at its 2008 annual meeting of stockholders.

Pursuant to a settlement agreement, Charming Shoppes Inc. agreed
to nominate Messrs. Ajdler and Appel to serve as directors of the
Board.

On May 8, 2008, Charming Shoppes on the one hand and Crescendo
Partners II, Crescendo Investments II, Crescendo Partners III,
Crescendo Investments III, Myca Master Fund, Myca Partners,
Messrs. Rosenfeld, Frankfurt, Ajdler and Appel on the other hand,
agreed to:

   (i) increase the size of the Board from eight to eleven members
       effective as of the 2008 Annual Meeting,

  (ii) nominate and recommend for election as Class C directors,
       with terms scheduled to end in 2011, Dorrit J. Bern, Alan
       Rosskamm and Messrs. Appel and Ajdler,

(iii) nominate and recommend for election as Class B directors,
       with terms scheduled to end in 2010, Michael Goldstein and
       Richard W. Bennett III,

  (iv) submit, recommend and actively solicit proxies in favor of
       a proposal at the 2008 Annual Meeting for the
       declassification of the Board,

   (v) prepare the Issuer's proxy statement and proxy cards for
       the 2008 Annual Meeting, and all other solicitation
       materials to be delivered to shareholders in connection
       with the 2008 Annual Meeting, in accordance with the
       Settlement Agreement,

  (vi) cause, at the first meeting of the Board following the 2008
       Annual Meeting, at least one Committee Nominee selected by
       Charming Shoppes, to be a member of each committee of the
       Board and each committee of the Board which is created
       after the date of the Settlement Agreement,

(vii) promptly after the execution of the Settlement Agreement
       stipulate to the voluntary dismissal with prejudice and
       without costs the action entitled Charming Shoppes v.
       Crescendo Partners II, L.P., et al., and

(viii) adjourn the 2008 Annual Meeting until June 26, 2008.

As reported by the Troubled Company Reporter on May 5, Charming
Shoppes in April subpoenaed 17 of its investors to find out
whether they were holding talks with Crescendo Partners and Myca
Partners, which were seeking three seats on the company's board.  
The subpoenas were part of a legal battle the company is waging
against the hedge funds ahead of its May 8 annual shareholder
meeting.  The subpoenas were subsequently squashed by the courts,
according to The New York Post.

Pursuant to the terms of the Settlement Agreement, among other
things, the Committee agreed to:

   (i) together with its Affiliates,

       (a) cause all shares of Common Stock for which they have
           the right to vote as of the record date for the 2008
           Annual Meeting to be present for, and voted at, the
           2008 Annual Meeting,

       (b) vote in favor of each director nominated and
           recommended by the Board for election at the 2008
           Annual Meeting,

       (c) vote in favor of the Declassification Proposal and each
           other matter recommended by the Board at the 2008
           Annual Meeting, and

       (d) vote against any shareholder nominations for director
           which are not approved and recommended by the Board for
           election at the 2008 Annual Meeting,

  (ii) irrevocably withdraw any nominations to the Board made
       prior to the date of the Settlement Agreement,

(iii) terminate the pending proxy contest with respect to the
       election of directors at the 2008 Annual Meeting,

  (iv) provide to the Issuer all information relating to the
       Committee Nominees to the extent required under applicable
       law to be included in the Issuer's proxy statement for the
       2008 Annual Meeting and any other solicitation materials to
       be delivered to shareholders in connection with the 2008
       Annual Meeting,

   (v) file this Amendment No. 4 to the Schedule 13D disclosing
       the material contents of the Settlement Agreement within
       two business days of the execution of the Settlement  
       Agreement, and

  (vi) promptly after the execution of the Settlement Agreement
       stipulate to the voluntary dismissal with prejudice and
       without costs the action entitled Charming Shoppes v.
       Crescendo Partners II, L.P., et al.

Charming Shoppes agreed to reimburse the Committee for up to
$1,000,000 of its out-of-pocket expenses incurred in connection
with the proxy solicitation and the litigation.
  
The aggregate percentage of Shares reported owned by each person
named is based upon 113,263,136 Shares outstanding, which is the
total number of Shares reported to be outstanding as of March 28,
2008.

Crescendo Partners also disclosed that it beneficially owns
7,732,400 shares -- or 6.8% -- of Charming Shoppes common stock.  
The aggregate purchase price of the 7,732,400 Shares owned in the
aggregate by Crescendo Partners II and Crescendo Partners III is
approximately $40,613,879, including brokerage commissions.  The
Shares owned by Crescendo Partners II and Crescendo Partners III
were acquired with partnership funds.

The aggregate purchase price of the 1,360,900 Shares (excluding
209,100 Shares underlying short put options) owned by Myca Master
Fund is approximately $11,150,534, including brokerage
commissions.  The Shares owned by Myca Master Fund were acquired
with its working capital.

The aggregate purchase price of the 15,000 Shares owned directly
by Mr. Ajdler is approximately $63,518, including brokerage
commissions.  The Shares owned directly by Mr. Ajdler were
acquired with personal funds.

The aggregate purchase price of the 10,000 Shares beneficially
owned by Mr. Appel is approximately $46,067, including brokerage
commissions.  The Shares owned directly by Mr. Appel were acquired
with personal funds.

Headquartered in Bensalem, Pennsylvania, Charming Shoppes Inc.
(NASDAQ:CHRS) -- http://www.charmingshoppes.com -- is a retailer        
focused on women's plus-size specialty apparel.  The company
operates in two segments: retail stores segment and direct-to-
consumer segment.  The company's retail stores segment operates
retail stores and related e-commerce websites through brands, such
as Lane Bryant, Fashion Bug, Catherines Plus Sizes, Lane Bryant
Outlet and Petite Sophisticate outlet.  The company's direct-to-
consumer segment operates a number of apparel, accessories,
footwear, and gift catalogs and related e-commerce Websites
through its Crosstown Traders business.  During the fiscal year
ended Feb. 3, 2007, the sale of plus-size apparel represented
approximately 74% of the Company#s total net sales.  As of Feb. 2,
2008, Charming Shoppes Inc. operated 2,409 stores in 48 states.

                          *     *     *

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


CHARTERHOUSE BOISE: Cautioned Against Standstill in Proceedings
---------------------------------------------------------------
The Honorable James D. Pappas of the U.S. Bankruptcy Court for the
District of Idaho warned Charterhouse Boise Downtown Properties
LLC and parties-in-interest in its Chapter 11 case about letting
the bankruptcy case regress to a "standstill", as both the Debtor
and the creditors continue negotiations, the IdahoStatesman.com
reports.

The Debtor failed to timely submit an amended disclosure statement
that would include information about an investor who purportedly
will buy a third of the Debtor, according to the Idaho Statesman.  
A request from the Debtor to grant more time for the disclosure
statement was met with a warning from Judge Pappas urging the
Debtor not to make the case dormant.

The Debtor reasoned that it is still in negotiations with
creditors, the Idaho Statesman says.

Judge Pappas replied that he had expected to approve the Debtor's
disclosure statement last week.  He pointed out that he does not
want the parties to just talk about the case while leaving a "big
hole in downtown Boise," relates the Idaho Statesman.

                     About Charterhouse Boise

Based in Boise, Idaho, Charterhouse Boise Downtown Properties LLC
develops real estate.  The company filed for Chapter 11 protection
on Aug. 1, 2007 (Bankr. D. Idaho Case No. 07-01199).  Thomas James
Angstman, Esq. at Angstman, Johnson & Associates, represents the
Debtor in its restructuring efforts.  The Debtor also chose John
E. Woodbery, Esq., at Woodbery Law Group, P.S., as its local
counsel.  The Debtor's schedules of assets and liabilities showed
total assets of $10,735,293, and $12,369,052 in total debts.


CHINA HEALTH: Posts $66,482 Net Loss in 2008 First Quarter
----------------------------------------------------------
China Health Resource Inc. reported a net loss of $66,482, on zero
sales, for the first quarter ended March 31, 2008, compared with a
net loss of $152,726, on sales of $188,949, in the same period
last year.

At March 31, 2008, the company's consolidated balance sheet showed
$3,956,284 in total assets, $1,016,925 in total liabilities, and
$2,939,359 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?2ca7

                     Going Concern Disclaimer

Lake & Associates, CPA's LLC, in Boca Raton, Fla., expressed
substantial doubt about China Health Resource 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 and has yet to generate an internal cash flow.

                        About China Health

Headquartered in Si Chuan Province, P.R. China, China Health
Resource Inc. fka. Voice Diary Inc. (OTC BB: CHRI) -- was
incorporated in the State of Delaware on Feb. 26, 2002.  Through
its wholly owned subsidary, Yin Fa, the company operates as a
pharmaceutical company focused on developing and commercializing
the Dahurian Angelica Root, one of the more popular traditional
Chinese medicines.  Dahurian Angelica Root is a popular herb
employed extensively as an ingredient in food, medicine and
cosmetics.


CHINA LOGISTICS: March 31 Balance Sheet Upside-Down by $1,112,097
-----------------------------------------------------------------
China Logistics Group Inc.'s consolidated balance sheet at
March 31, 2008, showed $9,256,266 in total assets, $9,359,510 in
total liabilities, and $1,008,853 in minority interest, resulting
in a $1,112,097 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,482,689 in total current assets
available to pay $9,359,510 in total current liabilities.

The company reported a net loss of $140,756, on sales of
$6,773,212, for the first quarter ended March 31, 2008, compared
with a net loss of $609,315, on zero sales, 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?2c9c

                     Going Concern Disclaimer

Sherb & Co., LLP, in Boca Raton, Florida, expressed substantial
doubt about China Logistics Group 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 the company has suffered recurring losses from
operations, has net cash used in operations, a net working capital
deficiency, a stockholders' deficiency and an accumulated deficit.

                      About China Logistics

China Logistics Group Inc. (OTC BB: CHLO) through its subsidiary,
Shandong Jiajia International Freight & Forwarding Co. Ltd.,
operates as a non-asset based international freight forwarder and
logistics management company in the People's Republic of China.  
The company was founded in 1997 and is based in Fort Lauderdale,
Florida.


CLEAR CHANNEL: Mays Family May Lose $104MM on Privatization Deal
----------------------------------------------------------------
Clear Channel Communications Inc. shareholder, the Mays family,
which owns 32 million shares or 6% of the outstanding common stock
of the company, will be $104 million poorer under a revised $36-
per-share privatization transaction instead of a $39.20-per-share
deal, Sarah McBride of The Wall Street Journal reports.

However, analysts predict that the revised deal is better than
keeping their company public, WSJ relates.  Stock price is likely
to drop if Clear Channel continues as a public company.  Although,
restructuring might help shareholder value, it would take years.  
If Clear Channel is taken private, the Mays brothers will run the
company without restraint and will gain new ideas from the new
owners, WSJ reports citing analysts.

The family, according to an unnamed source, intends to opt for the
stub-equity ownership instead of the cash alternative that the
company has offered to all shareholders.  The Mays family wants to
take up $100 million of the total $1.1 billion in the private
company available of shareholders who has chosen the stub equity
option.

Ms. McBride writes that the action will benefit the Mays family,
including founder Lowry Mays and two sons, Clear Channel Chief
Executive Mark Mays and Chief Financial Officer Randall Mays, once
the value of company increases.

Stub equity holders may be minority shareholders but are likely to
hold power as a group, Ms. McBride concludes.

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

                            *     *     *

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

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

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


CLEAR CHANNEL: Highfields Capital Owns 7.7% Equity
--------------------------------------------------
Highfields Capital Management LP declares ownership of 38,133,415
shares in Clear Channel Communications Inc., representing 7.7%
interest in the company.

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

                            *     *     *

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

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

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


CONSPIRACY ENT: March 31 Balance Sheet Upside-Down by $14,357,798
-------------------------------------------------------------
Conspiracy Entertainment Holdings Inc.'s consolidated balance
sheet at March 31, 2008, showed $2,683,095 in total assets,
$16,761,493 in total liabilities, and $279,400 in minority
interest, resulting in a $14,357,798 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $608,513 in total current assets
available to pay $16,761,493 in total current liabilities.

The company reported a net loss of $7,484,955, on net sales of
$3,240,866, for the first quarter ended March 31, 2008, compared
with net income of $524,207, on zero sales, 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?2c9d

                     Going Concern Disclaimer

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about Conspiracy Entertainment 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
accumulated deficit, negative working capital, and net loss.

                  About Conspiracy Entertainment

Based in Santa Monica, Calif., Conspiracy Entertainment Holdings
Inc. (OTC BB: CPYE) -- http://www.conspiracygames.com/-- is an   
independent publisher of interactive entertainment software
focussing mainly on its home market the United States but partly
licenses its products to international companies as well.

The company publishes content for all viable gaming platforms
including the Microsoft Xbox / Xbox 360(TM), Nintendo Wii(TM),
handheld platforms such as Nintendo's DS(TM) and Game Boy(R)
advance and personal computers.


CRAWFORD & CO: S&P Changes Outlook to Stable from Negative
----------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on Crawford
& Co. to stable from negative.
     
Standard & Poor's also said that it affirmed its 'BB-'
counterparty credit rating on Crawford.
      
"The stable outlook is based on Crawford's significantly
better-than-expected operating results in the first quarter of
2008 and the likelihood that it will have substantially better
year-end 2008 earnings of at least $24 million versus $16 million
in 2007," explained Standard & Poor's credit analyst Damien
Magarelli.  S&P expect that Crawford will have strong revenues, as
the revenues from a significant number of accounts won in 2007
will be recognized in 2008.
     
As of March 31, 2008, Crawford has met all of S&P performance
expectations.  In 2008, Crawford also updated its group strategies
to better accomplish its target-driven corporate objectives by
constantly improving the quality of its client services.  Crawford
also realigned its compensation structure to achieve its financial
objectives, with new benchmarks to evaluate individual employees'
performance.  Standard & Poor's views these changes in management,
strategy, and compensation structure as marginally favorable to
the rating.

The rating on Crawford reflects the third-party administrator's
high but declining debt leverage, weak quality of capital, weak
but improving liquidity, and weak financial flexibility.  
Offsetting these negative factors are Crawford's leading market
position and diversified global claims-services operations.  
Crawford had significantly better first-quarter 2008 results, with
$9 million in net income versus $3 million for the same period in
2007.  This lead to an expected improvement in earnings for full-
year 2008 of at least $24 million versus $16 million in 2007.
     
Standard & Poor's expects that Crawford will maintain cash and
cash equivalents near $40 million in support of its liquidity and
maintain its lead position as the largest TPA globally, with
sizeable scale and diversification in 2008.  S&P also expect
Crawford to remain compliant with its debt covenants.  New
accounts will likely generate a higher margin because of the
leverage of fixed operating expense in 2008.  Moreover, there are
still significant IT synergy expense related savings with the
Broadspire acquisition expected in 2009 and 2010.  It's highly
likely that Crawford will make additional voluntary prepayments on
its outstanding debt in 2008.  "If Crawford is unable to meet
these leverage and earnings expectations, the outlook could be
revised back to negative or the rating could be lowered one
notch," Mr. Magarelli added.


DANIEL HANSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Daniel G. Hanson
        43 Hanson Drive
        Saint Albans, ME 04971

Bankruptcy Case No.: 08-10361

Chapter 11 Petition Date: April 22, 2008

Court: Maine (Bangor)

Debtor's Counsel: James F. Molleur, Esq.
                  Molleur Law Office
                  419 Alfred Street
                  Biddeford, ME 04005
                  Tel (207) 283-3777
                  Fax (207) 283-4558
                  Email jim@molleurlaw.com

Estimated Assets: $0 - $50,000

Estimated Debts: $1,000,001 - $10 million

A copy of the Debtor's petition is available for free at:
             http://bankrupt.com/misc/meb08-10361.pdf


DANNY CHAMIZO: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Danny Chamizo
        Christian Chamizo
        9430 SW 136 Street
        Miami, FL 33176

Bankruptcy Case No.: 08-15735

Type of Business:

Chapter 11 Petition Date: May 5, 2008

Court: Southern District of Florida (Miami)

Trustee: Robert A. Mark

Debtor's Counsel: D Jean Ryan
                  PO Box 561507
                  Miami, FL 33256
                  Tel (305) 275-2733
                  Email ryandunncourtmail@ryan-dunn.com

Estimated Assets: $0 - $50,000

Estimated Debts: $500,001 - $1 million

A copy of the Debtor's petition is available for free at:
             http://bankrupt.com/misc/flsb08-15735.pdf


DAVILA INC: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Davila, Inc.,
        dba Bill's Restaurant
        702 Montgomery Rd.
        Montgomery, IL 60538

Bankruptcy Case No.: 08-12398

Type of Business: The Debtor owns and operates a restaurant.

Chapter 11 Petition Date: May 15, 2008

Court: Northern District of Illinois (Chicago)

Debtor's Counsel: James A. Young, Esq.
                  47 DuPage Ct.
                  Elgin, IL 60120
                  Tel: (847) 608-9526
                  Fax: (847) 695-3494
                  Email: youngbklaw@yahoo.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 13 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
HMSC, Inc.                     business note         $245,000
Attn: Wyeth Law
701 N. Bridge St.
Yorkville, IL 60560

IRS                            taxes 941             $85,567
P.O. Box 21126
Philadelphia, PA 19114

GFS Gordon Food Service                              $44,849
Payment Processing
Dept. CH 10490
Palatine, IL 60055

Banco Popular                  business card         $33,826
Oak Park, IL

Illinois Department of Revenue sales tax             $24,000

Bank of America                business card         $21,360

                               business loan         $2,993

Weltman, Weinberg & Reis       summons complaint     $19,411

Wells Fargo Business Direct    business loan         $13,730
Divisio

Illinois Dept Employment                             $10,975
Security

Capital One                    business card         $5,451

Old Second National Bank.      commercial loan       $4,938

Banco Popular                  business visa         $4,140
Sanford, FL

The Chaet Kaplan Baim Firm     citation to           $3,338
                               Discover Assets
                               Society Insurance


DAVILA INC: Section 341(a) Meeting Scheduled for June 18
--------------------------------------------------------
The United States Court for Region 11 will convene a meeting of
creditors of Davila Inc. at 1:30 p.m., on June 18, 2008, at Office
of the U.S. Trustee, 219 South Dearborn, Room 804 in Chicago,
Illinois.

This is the first meeting of creditors required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Montgomery, Illinois-based Davila Inc., dba Bill's Restaurant,
owns and operates a restaurant.  The company filed for chapter 11
on May 15, 2008 (Bankr. N.D. Ill. Case No. 08-12398).  James A.
Young, Esq., represents the Debtor in its restructuring efforts.   
When the Debtor filed for bankruptcy, it listed assets and debts
between $1 million and $10 million.


DIASTAR INC: Files Schedules of Assets and Liabilities
------------------------------------------------------
Diastar Inc. filed with the U.S. Bankruptcy Court for the District
of New Jersey its schedules of assets and liabilities, disclosing:

   Schedule                  Total Assets     Total Liabilities
   --------                  ------------     -----------------
   A. Real Property           $1,500,000

   B. Personal Property       $8,472,403

   C. Property Claimed                 -
      As Exempt

   D. Creditors Holding                             $4,522,456
      Secured Claims

   E. Creditors Holding                                $30,000
      Unsecured Priority
      Claims

   F. Creditors Holding                             $5,588,184
      Unsecured Non-
      Priority Claims
                             ------------     ----------------
      TOTAL                    $9,972,403          $10,140,640

Based in West New York, New Jersey, Diastar, Inc. manufactures and
distributes jewelry.  The company filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. N.J. Case No. 08-14641).  Gilberto M.
Garcia, Esq., at Garcia & Kricko, represents the Debtor in its
restructuring efforts.  The Bankruptcy Court appointed Robert B.
Wasserman, Esq., as chapter 11 trustee in Diastar's case.  
Wasserman, Jurista & Stolz, P.C., acts as counsel to the Chapter
11 Trustee.


DIASTAR INC: Trustee Hires A. Atkins to Appraise Properties
-----------------------------------------------------------
Robert B. Wasserman, Esq., the chapter 11 trustee appointed in the
chapter 11 case of Diastar Inc., obtained permission from the U.S.
Bankruptcy Court for the District of New Jersey to engage A.
Atkins Appraisal Corp. as appraiser in the Debtor's case.

The chapter 11 trustee requires an appraisal of the Debtor's
machinery, equipment and any other personal property located at
6117 Harrison Place, West New York, New Jersey.  The chapter 11
trustee informed the Court that he is familiar with A. Atkins and
the firm's experience in appraising bankruptcy estates.

The chapter 11 trustee attests that the firm does not hold an
adverse interest to the estate; does not represent an adverse
interest to the estate; is a disinterested person under 11 U.S.C.
Section 101(14); and does not represent or hold any interest
adverse to the debtor or the estate with respect to the matter for
which the firm will be retained under 11 U.S.C. Section 327(e).

To reach the firm:

   A. Atkins Appraisal Corp.
   121 Clinton Road
   Fairfield, New Jersey 07004

Based in West New York, New Jersey, Diastar, Inc. manufactures and
distributes jewelry.  The company filed for Chapter 11 protection
on March 17, 2008 (Bankr. D. N.J. Case No. 08-14641).  Gilberto M.
Garcia, Esq., at Garcia & Kricko, represents the Debtor in its
restructuring efforts.  The Bankruptcy Court appointed Robert B.
Wasserman, Esq., as chapter 11 trustee in Diastar's case.  
Wasserman, Jurista & Stolz, P.C., acts as counsel to the Chapter
11 Trustee.


DONALD DRIGGS: Case Summary & 20  Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Donald Andrew Driggs
        2925 Casco Point
        Wayzata, MN 55391

Bankruptcy Case No.: 08-41984

Chapter 11 Petition Date: April 24, 2008

Court: District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtor's Counsel: Thomas G. Wallrich
                  (twallrich@hinshawlaw.com)
                  Hinshaw & Culbertson LLP
                  333 South Seventh Street
                  Suite 2000
                  Minneapolis, MN 55402
                  Telephone (612) 333-3434

Estimated Assets: $0 to $500,000

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

A copy of the Debtor's petition is available for free at:

            http://bankrupt.com/misc/mnb08-41984.pdf


ECHOSTAR DBS: Prices $750 Million Offering of 7.75% Senior Notes
----------------------------------------------------------------
EchoStar DBS Corporation, DISH Network Corporation's subsidiary,
priced an offering of $750 million aggregate principal amount of
senior debt securities.  The debt securities will be issued as
7.75% Senior Notes due 2015.  The offering was upsized from
$500 million.

The sale of the Notes was expected to close on May 27, 2008,
subject to customary conditions.

EchoStar DBS Corporation placed the Notes in a private transaction
under Rule 144A and Regulation S under the Securities Act.  

Headquartered in Colorada, Colorado, EchoStar DBS Corporation --
http://www.dishnetwork.com/-- is a holding company and a wholly  
owned subsidiary of DISH Network Corporation, a publicly traded
company formerly known as EchoStar Communications Corporation.  
DNC is a provider of satellite delivered digital television to
customers across the United States. DNC's services include video,
audio and data channels, interactive television channels, digital
video recording, high definition television, international
programming, professional installation and 24-hour customer
service.

                           *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Fitch has assigned a 'BB-' rating to EchoStar DBS Corporation's
$750 million offering of 7.75% senior unsecured notes due 2015.  
The rating outlook is stable.


ECHOSTAR DBS: S&P Rates $750MM 7.75% Senior Notes 'BB-'
-------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' issue-level
rating and '3' recovery rating to Englewood, Colorado-based
satellite TV provider EchoStar DBS Corp.'s $750 million 7.75%
senior notes due 2015.  The '3' recovery rating indicates
expectations for meaningful (50% to 70%) recovery in the event of
a payment default.  EchoStar DBS is the main subsidiary of DISH
Network Corp.  The proceeds are to be used for general corporate
purposes.
     
S&P also affirmed the 'BB-' corporate credit rating on DISH and
the 'BB-' issue-level ratings on the company's unsecured senior
notes.  S&P revised the recovery ratings on these notes to '3'
from '4', indicating expectations for meaningful (50% to 70%)
recovery in the event of default.  The upgrade of the recovery
rating was precipitated by a refinement of S&P's recovery analysis
based on its somewhat improved view of DISH's business position
and the company's ability to maintain its market share in the very
competitive residential video market.  The outlook is stable.
     
"The ratings on DISH are constrained by uncertainty regarding
strategic and financial policies and reflect intense competition
from cable TV system operators and its direct-to-home satellite
rival, The DIRECTV Group Inc.," said Standard & Poor's credit
analyst Naveen Sarma.
     
DISH has increased its subscriber base in recent years as the
cable industry has struggled to maintain its subscriber base, but
some concern remains about the company's longer-term competitive
position because they cannot  provide a competitive triple play
package (consisting of high-speed data, voice, and advanced two-
way video services) that is available from cable television
companies.  Phone companies are also starting to offer a similar
suite of services on a wider scale. DISH has used bundling
alliances (primarily with AT&T Inc.) to offer a triple play
package, but the company is unlikely to generate any incremental
profits beyond its video services from these arrangements.

Tempering factors include modest leverage for the rating
category at the high-1x area; healthy growth in revenues and
subscribers, fueled by rising penetration of advanced set-top
boxes, multi-room installations, and increasing HD channel
offerings; and good liquidity from healthy discretionary cash flow
and a sizable cash balance.


EDGEN MURRAY: S&P Withdraws 'B-' Corporate Credit Rating
--------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B-' corporate
credit rating on Edgen Murray Corp.  The rating withdrawal
reflects S&P's assessment that an individual corporate credit
rating is not needed on Edgen Murray Corp. as S&P's analytical
approach consolidates Edgen Murray L.P. (B/Stable/--) and its
subsidiaries, Edgen Murray Corp. and Edgen Murray Cayman, which
are co-borrowers on the $425 million first-lien credit facility.


ENCAP GOLF: Wants Court to Approve Traxi LLC as Financial Advisor
-----------------------------------------------------------------
EnCap Golf Holdings LLC and NJM Capital LLC ask the United States
Bankruptcy Court for the District of New Jersey for permission to
employ Traxi LLC as financial advisor.

The Debtors propose to retain the firm with respect to (i) a sale
or restructuring of the Debtors' assets through a sale or a
Chapter 11 plan of reorganization, (ii) a refinancing of the
Debtors' debt obligations, and (iii) general financial advisory
services related to the Debtors' Chapter 11 cases.

Specifically, the firm will:

   a) act as the primary contact for all suitors interested in
      acquiring the Debtors' assets and analyze and make
      recommendations to the Debtors with respect
      to any such offers from suitors;

   b) provide other operational and financial advisory services
      deemed appropriate by the Debtors to implement changes to
      make the Debtor self funding as possible or to otherwise
      maximize value;

   c) provide financial analysis related to proposed asset sales,
      including assistance in negotiations and attendance at
      hearings and testimony;

   d) review all financial information prepared by the Debtors,
      including but not limited to financial statements as of the
      commencement date, showing in detail all assets and  
      liabilities, and priority and secured creditors;

   e) monitor the Debtors' activities regarding cash expenditures,
      receivables collection, asset sales and projected cash
      requirements;

   f) attend meetings that include an official committee of
      unsecured creditors, the secured lender, their attorneys and
      consultants and federal and state authorities, as necessary;

   g) review the Debtors' periodic operating and cash flow
      statements;

   h) review any business plans prepared by the Debtors;

   i) review and analysis of proposed transactions for which the
      Debtors seek court approval;

   j) provide expert testimony regarding the above; and

   k) provide the Debtors with other and further financial
      advisory services regarding the Debtors' operations,
      including valuation, securing post-petition financing,
      general restructuring and advice with respect to financial,
      business and economic issues, as may arise.

The Debtors agrees to pay the firm:

   a) a $100,000 retainer fee, which is an equity contribution by
      Cherokee Investment Partners II LP to NJM Capital, payable
      upon execution of this agreement;

   b) a refinancing fee equal to 1.5% of the debt financing
      secured by the Debtors; and

   c) a transaction fee equal to 2% of the enterprise value of the
      deal.

If agreement is terminated by the Debtors, the firm will pay any
portion of the retainer not used.

Perry M. Mandrino, a senior managing director of the firm, assures
the Court that the firm does not hold any interest adverse to the
Debtors' estate and is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code.

                         About EnCap Golf

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.  The company and its affiliate,
NJM Capital LLC, filed for Chapter 11 protection on May 8, 2008
(Bankr. D. N.J. Lead Case No.08-18581).  Michael D. Sirota, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack,
New Jersey, represents the Debtor.  When the Debtors filed
for protection against their creditors, they listed asset and
debts between $100 million and $500 million.


ENCAP GOLF: U.S. Trustee Forms Five-Member Creditors Committee
--------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors for the Chapter 11 proceedings of EnCap Golf Holdings
LLC and NJM Capital LLC.

The creditors committee members are:

   1) DeFazio & Associates
      Attn: Hugh E. DeFazio, Jr., Chairperson
      International, Inc.
      18 Bank Street
      Morristown, New Jersey 07960
      Tel: (973) 292-5100
      Fax: (973) 292-5125

   2) Paulus, Sokolowski & Sartor, LLC
      Attn: Michael M. Gennaro
      67 B Mountain Boulevard Extension
      Warren, New Jersey 07059
      Tel: (732) 584-0216
      Fax: (732) 764-6879

   3) Robert A.M. Stern Architects, LLP
      Attn: Robert S. Buford
      460 W. 34TH Street
      New York, New York 10001
      Tel: (212) 967-5100
      Fax: (212) 967-5330

   4) PB Americas, Inc.
      Attn: Gregory A. Kelly
      One Penn Plaza
      New York, New York 10119
      Tel: (212) 465-5447
      Fax: (212) 631-3896

   5) Buckley Broadcasting
      Thomas R. Ray, III
      WOR Radio
      111 Broadway, 3 third floor
      New York, New York 10006      
      Tel: (212) 642-4462       
      Fax: (212) 921-4751

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

Headquartered in East Rutherford, New Jersey, EnCap Golf
Holdings, LLC, a subsidiary of Cherokee Investment Partners of
North Carolina, develops closed landfills and other brownfield
properties into golf courses.  The company and its affiliate,
NJM Capital LLC, filed for Chapter 11 protection on May 8, 2008
(Bankr. D. N.J. Lead Case No.08-18581).  Michael D. Sirota, Esq.,
at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack,
New Jersey, represents the Debtor.  When the Debtors filed
for protection against their creditors, they listed asset and
debts between $100 million and $500 million.


ENRON CORP: Court Dismisses Lawsuit Against Citigroup After Pact
----------------------------------------------------------------
The Honorable Arthur Gonzalez of the U.S. Bankruptcy Court for the
Southern District of New York dismissed the adversary proceeding
against Citigroup, Inc., and several of its affiliates, Delta
Energy Corporation, the Indenture Trustee for the Yosemite/CLN
Transaction, the CLN Trust Agent, and certain other entities in
the MegaClaim Litigation, pursuant to a global settlement
agreement dated April 4, 2008.

The settlement provides for Citigroup to pay $1,660,000,000 to
the Reorganized Debtors and the expungement and subordination of
approximately $249,400,000 in claims, as well as indemnity claims
with a $4,000,000,000 reserve.  Parties to the settlement also
agreed to mutual releases, subject to carve-outs as to certain
claims created or preserved by the settlement.

Both settlements are fully covered by Citi's existing litigation
reserves.
   
Under the terms of the settlement agreement, Enron will release
all of its claims against Citi and certain other parties.  Enron
will also allow specified Citi-related claims in the bankruptcy
proceeding, including all of the bankruptcy claims of parties
holding approximately $2.4 billion of Enron credit-linked notes.  

Citi reached a separate settlement agreement resolving all
disputes with the holders of the CLNs, including a suit against
Citi pending in the Federal District Court in Houston.
   
The settlements provide that Citi denies any wrongdoing and has
agreed to the settlements solely to eliminate the uncertainties,
burden and expense of further protracted litigation.  The Enron
settlement agreements must be approved by the bankruptcy court.
   
                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represent the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


ENRON CORP: U.S. Legislators Approve Bill to End "Enron Loophole"
-----------------------------------------------------------------
The U.S. Senate and Congress gave an overwhelming approval of a
five-year $289,000,000,000 farm bill, to close gaps in energy
future regulation dubbed as the "Enron loophole" by legislators.

Specifically, the bill would:

   * require electronic energy traders to provide an audit trail
     and record-keeping;

   * monitor for market manipulation;

   * impose firm speculation limits; and

   * significantly increase financial penalties for cases of
     market manipulation and excessive speculation.

During the "western energy crisis" in 2000-2001, energy costs for
California soared from roughly $8,000,000,000 in 1999 to
$27,000,000,000 in 2000, and then $27,500,000,000 in 2001.  In
2003, the Federal Energy Regulatory Commission charged four energy
companies -- Enron Power Marketing, Enron Energy Services, Reliant
Energy Services and BP Energy Company -- of engaging in market
manipulation during the Western Energy Crisis.

                        About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represent the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


ENRON CORP: Texas Court Retries Case Against Former EBS Execs
-------------------------------------------------------------
Joseph Hirko, former chief executive officer of Enron Broadband
Services Inc., and Rex Shelby, former EBC senior vice-president
for engineering and operations, will be retried before the U.S.
District Court for the Southern District of Texas in November
2008, The Houston Chronicle reported.

Messrs. Hirko and Shelby were acquitted in 2006 in accusations of
deceiving investors about Enron Broadband and enriching themselves
from the scam.

                         About Enron Corp.

Based in Houston, Texas, Enron Corporation filed for chapter 11
protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033)
following controversy over accounting procedures, which caused
Enron's stock price and credit rating to drop sharply.  Judge
Gonzalez confirmed the Company's Modified Fifth Amended Plan on
July 15, 2004, and numerous appeals followed.  The Debtors'
confirmed chapter 11 Plan took effect on Nov. 17, 2004.

Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen,
Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler,
Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP,
Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L.
Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP, represent
the Debtors.  Jeffrey K. Milton, Esq., Luc A. Despins, Esq.,
Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank,
Tweed, Hadley & McCloy LLP represent the Official Committee of
Unsecured Creditors.

The Debtors filed their Chapter Plan and Disclosure Statement on
July 11, 2003.  On Jan. 9, 2004, they filed their fifth Amended
Plan and on the same day the Court approved the adequacy of the
Disclosure Statement.  On July 15, 2004, the Court confirmed the
Debtors' Modified Fifth Amended Plan and that plan was declared
effective on Nov. 17, 2004.


ESMARK INC: Receives NASDAQ Notice Due to Form 10-Q Filing Delay
----------------------------------------------------------------
Esmark Incorporated (NASDAQ: ESMK) said that, as expected, on
May 20, 2008, the Company received notification from the NASDAQ
Stock Market that the Company 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. This notice constitutes an additional basis
for delisting the Company's securities from The NASDAQ Stock
Market, and this additional basis for delisting 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. Previously, the Company had received a similar
notice, dated April 17, 2008 from the NASDAQ staff after the
Company failed to timely file its Annual Report on Form 10-K for
the year ended December 31, 2007.

The Company filed its 2007 Annual Report on Form 10-K on May 20,
2008 and believes it is now in compliance with NASDAQ Marketplace
Rule 4310(c)(14) with respect to such filing. 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.

                       Going Concern Doubt

On May 20, Deloitte & Touche LLP of Pittsburgh, Pennsylvania,
wrote to the Board of Directors and stockholders of Esmark
Incorporated that after auditing the company's financial
statements for the year ended December 31, 2007, it has
substantial doubt regarding the company's ability to continue as a
going concern because the company has been unable to refinance its
debt on a long-term basis.

In its 2007 Annual Report, the company disclosed that its current
revolving credit facilities are due and payable no later than
September 30, 2008.  The company's ability to refinance these
obligations will be dependent on a number of factors including the
company's ability to borrow funds from the same or alternative
lenders in a difficult lending environment, the company's ability
to forecast and generate cash flow from future operations and the
company's ability to structure alternative capital transactions
with third parties and, if necessary, obtain proceeds from the
disposition of assets.  

On April 30, 2008, the company agreed to the material terms of a
proposed tender offer and merger with Essar Steel Holdings Limited
for the purchase of all of the outstanding common stock of the
company for $17.00 per share.  The company also entered into a
binding commitment with Essar for a $110,000 term loan, the
proceeds of which were used to repay the Company's outstanding
term loan in the amount of $79 million and to provide additional
liquidity to the Company.  This proposed tender offer is subject
to a 52-day "right to bid" period as set forth in the collective
bargaining agreement with the USW which may or may not result in a
competing bid or offer from another concern. If the proposed
merger with Essar is terminated under certain circumstances, the
company would be required to pay Essar a "breakage fee" of $20.5
million.  On May 16, 2008, the USW publicly announced a demand
that Esmark repudiate the Essar agreements and asserted that those
agreements with Essar are in direct violation of the company's
collective bargaining agreement with the USW.

In a non-binding proposal dated May 20, 2008, OAO Severstal
(Severstal) offered to acquire all of the outstanding common stock
of the Company for $17.00 per share. Severstal also stated that
they are prepared to enter into interim liquidity substitute
financing arrangements upon entering into a mutually acceptable
definitive merger agreement. Severstal represented that they have
entered into an agreement that satisfies the successorship clause
of the company's collective bargaining agreement and that the USW
informed them that it will waive its right to bid provisions in
the collective bargaining agreement with respect to the Severstal
proposal.

                    About Esmark Incorporated

Based in Wheeling, West Virginia, Esmark Inc. (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.


ETHEL MATTHEWS: Case Summary & 10 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Ethel Matthews
        100 E. Newby Avenue
        San Gabriel, CA 91776

Bankruptcy Case No.: 08-15641

Chapter 11 Petition Date: April 27, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Gail Higgins
                  433 North Camden Dr, Ste 600
                  Beverly Hills, CA 90210
                  Tel (213) 939-3163
                  Fax (323) 939-3019
                  Email GHigginsE@aol.com

                  ------ and ------

                  Georgeann H Nicol
                  9454 Wilshire Blvd 6th Flr
                  Beverly Hills, CA 90212-2929
                  Tel (310) 271-6223
                  Fax (310) 271-9805
                  Email georgeannnicol@aol.com

Estimated Assets: $0 - $50,000

Estimated Debts: $1,000,001 - $10 million

A copy of the Debtor's petition is available for free at:

             http://bankrupt.com/misc/clcdb08-15641.pdf


FEDERAL-MOGUL: Carmakers Balk at Asbestos Trust Injunction Demand
-----------------------------------------------------------------
DaimlerChrysler Corporation, Volkswagen of America, Inc., and
Ford Motor Company assert that they will be irreparably harmed if
the U.S. Bankruptcy Court for the District of Delaware grants the
injunction request filed by the Asbestos Personal Injury Trust
established under Federal-Mogul Corporation's confirmed Plan of
Reorganization.  

The Auto Companies are presently subject to lawsuits in asbestos-
related personal injury cases, which injuries arise out of the
tortious conduct of Pneumo Abex.

As disclosed in the Troubled Company Reporter on April 22, 2008,
the Asbestos Trust has asked the Court to enjoin more than 20,000
holders of Pneumo Asbestos Claims from commencing or continuing
claims against Pneumo Abex LLC and Cooper Industries LLC until the
Court makes a ruling on the Plan A Settlement of the Reorganized
Debtors' Chapter 11 Plan.

If injunction is granted, the Auto Companies would remain subject
to the asbestos claims, while being enjoined from seeking
contribution from Pneumo Abex, , Laurie Selber Silverstein, Esq.,
at Potter Anderson & Corroon LLP, in Wilmington, Delaware,
representing DaimlerChrysler, says.

Ms. Silverstein notes that the injunction requested by the
Asbestos Trust is not authorized under Section 524(g) of the
Bankruptcy Code.  She adds that the proposed injunction does not
purport to "supplement" a debtor's discharge as required by
Section 524(g)(1)(A).  A continued litigation against Pneumo Abex
and Cooper threatens no harm to anyone connected to the Debtors
in any way contemplated by Section 524(g).

Ms. Silverstein asserts that because Pneumo Abex's liability on
the asbestos claims arises out of its own conduct and existed
well before it sold assets to the Debtors in 1994, Pneumo
claimants can obtain in their lawsuits against Pneumo Abex all
available relief without any direct or indirect involvement of
the Debtors' shareholder, manager, investment banker, or anyone
else connected to the Debtors whose involvement in the lawsuit
could hamper the Debtors' post-discharge operation.  Similarly,
Cooper's liability on the asbestos claims arises by virtue of its
guarantee to Pneumo Abex.

The only potential harm the Asbestos Trust will suffer is if
Cooper exercises its contractual right to terminate the Plan A
Settlement and demand the implementation of the Plan B Settlement
-- in which case, the Trust will be required to pay $140,000,000
to Cooper and Pneumo Abex will no longer have those funds to pay
the asbestos claimants, Ms. Silverstein notes.  But that outcome
can hardly count as "injury," she asserts, because the outcome is
exactly the result provided for in Plan B, which was supported
not only by the Debtors but by the Official Committee of Asbestos
Personal Injury Claimants and the Future Claims Representative.

The Asbestos Trust is a creation of the Plan and thus, has
certain rights and obligations that are governed by the Plan, Ms.
Silverstein contends.  Ms. Silverstain points out that in the
case of Cooper electing to terminate the Plan A Settlement, the
Trust's Plan-created obligation is to fund the $140,000,000
payment required by Plan B -- not to seek an injunction to avoid
that obligation in favor of Plan A.

PepsiAmericas, Inc., together with insurance companies Federal
Insurance Company; Hartford Accident and Indemnity Company, First
State Insurance Company, and New England Insurance Company;
Allianz Global Corporate & Specialty AG, Allianz Global Risks
U.S. Insurance Company, and Allianz Underwriters Insurance
Company; Fireman's Fund Insurance Company and National Surety
Company; AIU Insurance Company, American Home Assurance Company,
Granite State Insurance Company, Insurance Company of the State
of Pennsylvania, Lexington Insurance Company, National Union Fire
Insurance Company of Pittsburgh, PA, and New Hampshire Insurance
Company; and Mt. McKinley Insurance Company, join in the Auto
Companies' objection.

Larry Joe Floyd, on behalf of certain holders of Pneumo Asbestos
Claims, asks the Court to dismiss the Trust's request for lack of  
subject matter jurisdiction.  Mr. Floyd asserts that the Asbestos
Trust will not be able to confirm a plan of reorganization
containing an asbestos channeling injunction pursuant to Section
524(g) in favor of Cooper or Pneumo Abex since the Court does not
have the subject matter jurisdiction to bar claims owned by the
Claimholders for these reasons:

   (a) Corporate affiliation alone, if any, is insufficient to
       exercise "related to" jurisdiction;

   (b) There is no derivative liability of the Debtors with
       respect to the claims held by the Claimholders against
       Pneumo; and

   (c) The Debtors' assets would not be affected by the claims of
       the Pneumo Asbestos Claims because Pneumo Abex's insurance
       and Cooper's existing asbestos liability reserves can
       sufficiently cover the claims of parties holding claims
       against Pneumo Abex.

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

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

On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003.  They submitted several amendments and on June 6,
2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan.  On July 28, 2004, the
District Court approved the Disclosure Statement.  The estimation
hearing began on June 14, 2005.  The Debtors submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the
Bankruptcy Court approved that Disclosure Statement on Feb. 6,
2007.  The Fourth Amended Plan was confirmed by the Bankruptcy
Court on Nov. 8, 2007, and affirmed by the District Court on
Nov. 14.  Federal-Mogul emerged from Chapter 11 on Dec. 27,
2007.  (Federal-Mogul Bankruptcy News, Issue No. 168; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or        
215/945-7000)

                        *     *     *

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

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


FIELDSTONE MORTGAGE: S&P Cuts Ratings on 17 Certs. from Five RMBS
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 17
classes of asset-backed certificates from five U.S. subprime
residential mortgage-backed transactions issued by Fieldstone
Mortgage Investment Trust, Meritage Mortgage Loan Trust, and
Securitized Asset Backed Receivables LLC Trust.  S&P placed three
of the lowered ratings on CreditWatch with negative implications.  
All of the downgraded deals were issued in 2004 and 2005.  At the
same time, S&P upgraded one class from WMC Mortgage Loan Trust
1997-2.  Concurrently, S&P affirmed its ratings on the remaining
29 classes from these and one other U.S. subprime RMBS
transaction.
     
The downgrades reflect reduced credit enhancement due to monthly
realized losses, as well as a high amount of loans that are
considered severely delinquent.  For the downgraded transactions,
severe delinquencies, as a percentage of the current pool
balances, ranged from 17.19% (Securitized Asset Backed Receivables
LLC Trust 2004-DO1) to 41.18% (Meritage Mortgage Loan Trust
2005-1).  The increasing amount of loans that are severely
delinquent suggests that losses will continue to exceed excess
interest and further compromise credit support.  

Both downgraded transactions from the 2005 vintage have
experienced a large increase in the dollar amount of severe
delinquencies since the May 2007 remittance period.  The increases
were 43.55% (Meritage Mortgage Loan Trust 2005-1) and 47.42%
(Fieldstone Mortgage Investment Trust Series 2005-1).  As of the
April 2008 remittance, cumulative losses, total delinquencies, and
severe delinquencies for the affected transactions were as:

(Cumulative losses represent the percentage of the original pool
balance, and total and severe delinquencies represent the
percentage of the current pool balance.)

                 Fieldstone Mortgage Investment Trust

       Series    Pool factor Cum. losses Total del. Sev. del.
       ------    ----------- ----------- ---------- ---------
       2005-1       15.12%      1.90%      45.68%     32.76%
       2004-4       14.88%      1.90%      40.16%     31.85%

                    Meritage Mortgage Loan Trust

       Series    Pool factor Cum. losses Total del. Sev. del.
       ------    ----------- ----------- ---------- ---------
       2004-1        5.89%       3.47%     33.13%    20.37%
       2004-2        8.40%       2.88%     46.96%    32.62%
       2005-1       14.27%       4.11%     54.18%    41.18%

           Securitized Asset Backed Receivables LLC Trust

       Series    Pool factor Cum. losses Total del. Sev. del.
       ------    ----------- ----------- ---------- ---------
       2004-DO1     16.17%       1.69%     30.38%     17.19%

                      WMC Mortgage Loan Trust

       Series    Pool factor Cum. losses Total del. Sev. del.
       ------    ----------- ----------- ---------- ---------
       1997-2       1.10%       8.37%      22.69%     17.11%

S&P downgraded and placed on CreditWatch negative three classes
from Securitized Asset Backed Receivables LLC Trust 2004-DO1
because this deal is paying junior classes down due to its step-
down feature, which may reduce the amount of credit support
available for the classes in this series.  The transaction has
also experienced a 57% loss severity over the past 12 months.  S&P
will continue to monitor this transaction and may take further
negative rating actions if credit support for these classes in
relation to projected losses deteriorates further.
     
The 29 affirmations reflect sufficient credit enhancement
available to support the ratings at their current levels.
     
Subordination, overcollateralization, and excess spread provide
credit support for these transactions.  The collateral for these
deals primarily consists of subprime, adjustable- and fixed-rate
mortgage loans secured by first liens on one- to four-family
residential properties.

                         Ratings Lowered

        Fieldstone Mortgage Investment Trust Series 2005-1
                          Series 2005-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M9         31659TDJ1     BB             BBB-
           M10        31659TDM4     CC             BBB-

                Meritage Mortgage Loan Trust 2004-1
                           Series 2004-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-6        59001FAV3     CC             CCC

                Meritage Mortgage Loan Trust 2004-2
                           Series 2004-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-4        59001FBH3     BB-            BBB-
           M-5        59001FBJ9     B              BB
           M-6        59001FBK6     B-             B
           M-9        59001FBN0     CC             CCC

                 Meritage Mortgage Loan Trust 2005-1
                             Series 2005-1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-7        59001FCD1     B              BB
           M-8        59001FCE9     CCC            B
           M-9        59001FCF6     CC             CCC
           M-10       59001FCG4     CC             CCC
           M-11       59001FCH2     D              CCC

      Securitized Asset Backed Receivables LLC Trust 2004-DO1
                          Series 2004-DO1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B-2        81375WAX4     B              BB
           B-3        81375WAY2     CCC            B

        Ratings Lowered and Placed on Creditwatch Negative

      Securitized Asset Backed Receivables LLC Trust 2004-DO1
                          Series 2004-DO1

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           M-2        81375WAU0     BBB/Watch Neg  A
           M-3        81375WAV8     BBB-/Watch Neg A-
           B-1        81375WAW6     BB/Watch Neg   BBB

                           Rating Raised

                   WMC Mortgage Loan Trust 1997-2
                            Series 1997-2

                                         Rating
                                         ------
           Class      CUSIP         To             From
           -----      -----         --             ----
           B          22540AEJ3     BBB            CCC

                        Ratings Affirmed

         Fieldstone Mortgage Investment Trust Series 2005-1
                           Series 2005-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M1         31659TDA0     AA+
                  M2         31659TDB8     AA
                  M3         31659TDC6     AA-
                  M4         31659TDD4     A+
                  M5         31659TDE2     A
                  M6         31659TDF9     A-
                  M7         31659TDG7     BBB+
                  M8         31659TDH5     BBB

        Fieldstone Mortgage Investment Trust, Series 2004-4
                            Series 2004-4

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M2         31659TCC7     AA
                  M3         31659TCD5     A
                  M4         31659TCE3     BB
                  M5         31659TCF0     B
                  M6         31659TCG8     CCC

                 Meritage Mortgage Loan Trust 2004-2
                            Series 2004-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        59001FBE0     AA+
                  M-2        59001FBF7     AA+
                  M-3        59001FBG5     AA
                  M-7        59001FBL4     CCC
                  M-8        59001FBM2     CCC

                Meritage Mortgage Loan Trust 2005-1
                            Series 2005-1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        59001FBX8     AA+
                  M-2        59001FBY6     AA+
                  M-3        59001FBZ3     AA
                  M-4        59001FCA7     AA
                  M-5        59001FCB5     AA-
                  M-6        59001FCC3     A+

      Securitized Asset Backed Receivables LLC Trust 2004-DO1
                          Series 2004-DO1

                  Class      CUSIP         Rating
                  -----      -----         ------
                  A-1        81375WAZ9     AAA
                  A-2        81375WAS5     AAA
                  M-1        81375WAT3     AA+

                  WMC Mortgage Loan Trust 1997-2
                          Series 1997-2

                  Class      CUSIP         Rating
                  -----      -----         ------
                  M-1        22540AEG9     AAA
                  M-2        22540AEH7     A


FIRST FRANKLIN: S&P Trims Ratings on 58 Classes of Certificates
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on 58
classes of certificates issued by 14 First Franklin Mortgage Loan
Trust transactions.  At the same time, S&P placed 31 additional
ratings on CreditWatch with negative implications.  Finally, S&P
affirmed its ratings on 48 classes.  Additional classes from these
transactions are not affected by these rating actions.
     
The downgraded transactions have sizable loan amounts that are
severely delinquent (90-plus days, foreclosures, and REOs).  As of
the April 2008 remittance report, the severe delinquencies are as
follows (series: severe delinquency amount, % of current pool
balance):
     -- 2003-FF4: $10.811 million, 16.62%;
     -- 2005-FF1: $54.507 million, 22.58%;
     -- 2005-FF2: $96.449 million, 24.40%;
     -- 2005-FF3: $48.722 million, 21.84%;
     -- 2005-FF4: $101.845 million, 23.13%;
     -- 2005-FF5: $57.497 million, 25.45%;
     -- 2005-FF6: $89.360 million, 22.55%;
     -- 2005-FF7: $89.826 million, 26.22%;
     -- 2005-FF8: $168.841 million, 25.35%;
     -- 2005-FF9: $253.090 million, 29.40%;
     -- 2005-FF10: $214.104 million, 28.76%;
     -- 2005-FF11: $73.499 million, 18.61%;
     -- 2005-FF12: $298.024 million, 27.43%; and
     -- 2005-FFH4: $150.069 million, 28.75%.

Furthermore, realized losses for the transactions have been
accelerating over the past year, exceeding available excess
interest and reducing overcollateralization for each transaction.  
Average losses are (series: three-, six-, 12-month average
realized losses {mil.}):
     -- 2003-FF4: $0.378, $0.407, $0.387;
     -- 2005-FF1: $1.482, $1.187, $0.976;
     -- 2005-FF2: $2.195, $1.977, $1.483;
     -- 2005-FF3: $1.258, $0.878, $0.671;
     -- 2005-FF4: $2.282, $1.780, $1.285;
     -- 2005-FF5: $1.495, $1.069, $0.790;
     -- 2005-FF6: $2.447, $2.066, $1.486;
     -- 2005-FF7: $1.023, $1.041, $0.830;
     -- 2005-FF8: $2.727, $1.965, $1.312;
     -- 2005-FF9: $2.405, $2.004, $1.368;
     -- 2005-FF10: $2.666, $2.454, $1.568;
     -- 2005-FF11: $1.008, $0.704, $0.474;
     -- 2005-FF12: $3.486, $2.615, $1.763; and
     -- 2005-FFH4: $3.248, $2.856, $2.033.

In addition, class M-5 from series 2003-FF4 realized a principal
loss of $18,106.41 during the April 2008 remittance period.
     
S&P placed its ratings on 31 classes from series 2005-FF2, 2005-
FFH4, 2005-FF8, 2005-FF9, 2005-FF10, 2005-FF11, and 2005-FF12 on
CreditWatch negative.  While these classes currently lack what S&P
believe to be a sufficient amount of credit enhancement relative
to projected losses, S&P will not take further rating actions
until S&P have completed additional analysis on the affected
classes.  S&P expect to compare the date of projected defaults
with the date of payment in full and evaluate the relationships
between projected credit support and projected losses throughout
the remaining life of the certificates.
     
Subordination, O/C, and excess interest cash flow provide credit
support for these transactions.  The collateral for these series
consists of a pool of fixed- and adjustable-rate, fully amortizing
and balloon payment mortgage loans secured by first liens on one-
to four-family residential properties.

                          Ratings Lowered

                First Franklin Mortgage Loan Trust

                                             Rating
                                             ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2003-FF4            M-4        CC             CCC
         2003-FF4            M-5        D              CCC
         2005-FF1            B-3        BB             BBB
         2005-FF1            B-4        CCC            BB
         2005-FF2            B-4        B              BBB-
         2005-FF2            B-5        CCC            B
         2005-FF3            M8         BB             BBB
         2005-FF3            M9         B              BBB-
         2005-FF3            B1         CCC            B
         2005-FF3            B2         CCC            B-
         2005-FF4            M-6        BB             A-
         2005-FF4            M-7        B              BBB-
         2005-FF4            M-8        CCC            B
         2005-FF4            B-2        CC             CCC
         2005-FF5            M-6        BBB            A-
         2005-FF5            M-7        B              BBB+
         2005-FF5            M-8        B-             BBB-
         2005-FF5            M-9        CCC            B
         2005-FF6            B-2        BBB            BBB+
         2005-FF6            B-3        B              BBB-
         2005-FF6            B-4        CCC            BB+
         2005-FF7            M-7        BBB            A-
         2005-FF7            M-8        BB             BBB+
         2005-FF7            M-9        B              BBB
         2005-FF7            M-10       CCC            BB
         2005-FF7            M-11       CCC            B
         2005-FF7            M-12       CCC            B
         2005-FF8            B-1        CCC            BBB
         2005-FF8            B-2        CCC            BB
         2005-FF8            B-3        CCC            B
         2005-FF8            B-4        CCC            B-
         2005-FF9            M4         CCC            BB
         2005-FF9            M5         CCC            B+
         2005-FF9            M6         CCC            B
         2005-FF9            M7         CCC            B-
         2005-FF9            M8         CC             CCC
         2005-FF9            M9         CC             CCC
         2005-FF10           M3         CCC            B
         2005-FF10           M6         CC             CCC
         2005-FF10           M7         CC             CCC
         2005-FF10           M8         CC             CCC
         2005-FF11           M-5        B              A+
         2005-FF11           M-6        B-             A
         2005-FF11           B-1        CCC            A-
         2005-FF11           B-2        CCC            A-
         2005-FF11           B-3        CCC            BBB+
         2005-FF12           M-5        CCC            A+
         2005-FF12           M-6        CCC            A
         2005-FF12           B-1        CCC            BBB
         2005-FF12           B-2        CCC            BB
         2005-FF12           B-3        CCC            BB-
         2005-FFH4           M-4        BB             A+
         2005-FFH4           M-5        B              A
         2005-FFH4           M-6        B-             BBB
         2005-FFH4           M-7        CCC            BB+
         2005-FFH4           M-8        CCC            BB
         2005-FFH4           M-9        CCC            B+
         2005-FFH4           M-10       CCC            B

               Ratings Placed on Creditwatch Negative

                 First Franklin Mortgage Loan Trust

                                             Rating
                                             ------
         Transaction         Class      To             From
         -----------         -----      --             ----
         2005-FF2            B-3        BBB/Watch Neg  BBB
         2005-FF8            M-1        AA+/Watch Neg  AA+
         2005-FF8            M-2        AA+/Watch Neg  AA+
         2005-FF8            M-3        AA/Watch Neg   AA
         2005-FF8            M-4        A/Watch Neg    A
         2005-FF9            A1         AAA/Watch Neg  AAA
         2005-FF9            A2         AAA/Watch Neg  AAA
         2005-FF9            A-3        AAA/Watch Neg  AAA
         2005-FF9            A-4        AAA/Watch Neg  AAA
         2005-FF9            M1         AA/Watch Neg   AA
         2005-FF9            M2         BBB/Watch Neg  BBB
         2005-FF9            M3         BB+/Watch Neg  BB+
         2005-FF10           A1         AAA/Watch Neg  AAA
         2005-FF10           A3         AAA/Watch Neg  AAA
         2005-FF10           A4         AAA/Watch Neg  AAA
         2005-FF10           A5         AAA/Watch Neg  AAA
         2005-FF10           A6-M       AAA/Watch Neg  AAA
         2005-FF10           M1         A/Watch Neg    A
         2005-FF10           M2         BB/Watch Neg   BB
         2005-FF11           M-3        AA/Watch Neg   AA
         2005-FF11           M-4        AA-/Watch Neg  AA-
         2005-FF12           A-1        AAA/Watch Neg  AAA
         2005-FF12           A-2B       AAA/Watch Neg  AAA
         2005-FF12           A-2C       AAA/Watch Neg  AAA
         2005-FF12           R          AAA/Watch Neg  AAA
         2005-FF12           M-1        AA+/Watch Neg  AA+
         2005-FF12           M-2        AA+/Watch Neg  AA+
         2005-FF12           M-3        AA/Watch Neg   AA
         2005-FF12           M-4        AA-/Watch Neg  AA-
         2005-FFH4           M-2        AA/Watch Neg   AA
         2005-FFH4           M-3        AA-/Watch Neg  AA-

                          Ratings Affirmed

                 First Franklin Mortgage Loan Trust

         Transaction         Class      Rating
         -----------         -----      ------
         2003-FF4            M-1        AA
         2003-FF4            M-2        B
         2003-FF4            M-3        CCC
         2005-FF4            I-A1       AAA
         2005-FF4            II-A3      AAA
         2005-FF4            II-A4      AAA
         2005-FF4            M-1        AA+
         2005-FF4            M-2        AA
         2005-FF4            M-3        AA-
         2005-FF4            M-4        A+
         2005-FF4            M-5        A
         2005-FF4            M-9        CCC
         2005-FF4            B-1        CCC
         2005-FF5            M-10       CCC
         2005-FF5            B          CC
         2005-FF6            A-1A       AAA
         2005-FF6            A-1B       AAA
         2005-FF6            A-2B       AAA
         2005-FF6            A-2C       AAA
         2005-FF6            R          AAA
         2005-FF6            M-1        AA+
         2005-FF6            M-2        AA
         2005-FF6            M-3        AA-
         2005-FF6            M-4        A
         2005-FF6            M-5        A-
         2005-FF6            B-1        BBB+
         2005-FF7            A-1        AAA
         2005-FF7            A-4        AAA
         2005-FF7            A-5        AAA
         2005-FF7            M-1        AA+
         2005-FF7            M-2        AA+
         2005-FF7            M-3        AA
         2005-FF7            M-4        AA-
         2005-FF7            M-5        A+
         2005-FF7            M-6        A
         2005-FF8            A-1        AAA
         2005-FF8            A-2C       AAA
         2005-FF8            A-2D       AAA
         2005-FF8            B-5        CCC
         2005-FF10           M4         CCC
         2005-FF10           M5         CCC
         2005-FF11           A-1        AAA
         2005-FF11           A-2B       AAA
         2005-FF11           A-2C       AAA
         2005-FF11           A-2D       AAA
         2005-FF11           M-1        AA+
         2005-FF11           M-2        AA+
         2005-FFH4           B-1        CCC


FLEXPIPE SYSTEMS: Shawcor to Acquire All Outstanding Shares
-----------------------------------------------------------
SHAWCOR LTD. (TSX: SCL.A, SCL.B) and FLEXPIPE SYSTEMS INC. have
entered into a definitive arrangement agreement whereby ShawCor
will acquire all of the outstanding shares of Flexpipe for a total
consideration of approximately C$130 million. Flexpipe is a
leading manufacturer of spoolable composite line pipe which is
used by oil and gas producers in applications that benefit from
the product's ease and speed of installation and its pressure and
corrosion resistance capabilities.

The transaction will be effected by means of a court approved plan
of arrangement. Under the terms of the arrangement, shareholders
of Flexpipe will receive a cash payment of C$7.75 per share of
Flexpipe.  Holders of options or warrants to acquire shares of
Flexpipe which are not exercised prior to the effective date of
the plan of arrangement will receive a cash payment equal to the
difference between C$7.75 and the exercise price of the option or
warrant.

The board of directors of Flexpipe has considered the plan of
arrangement and has determined that it is in the best interests of
Flexpipe and its securityholders. Completion of the plan of
arrangement is subject to regulatory approval, court approval,
approval of the securityholders of Flexpipe and to other customary
conditions. Flexpipe securityholders will be asked to approve the
transaction at a special meeting of securityholders to be
scheduled in June 2008. The transaction will require the
affirmative approval by holders of two-thirds of the Flexpipe
shares, options and warrants, voting together as a single class,
that vote in person or by proxy at such meeting.  Flexpipe is
expected to mail a management proxy circular to its
securityholders in early June in respect of the meeting. This
circular will contain important information regarding this
proposed transaction.

Flexpipe engaged Tristone Capital Inc. (Tristone) as its financial
advisor to assist in the sale process. Tristone has provided an
opinion to the board of directors of Flexpipe that the
consideration offered to securityholders of Flexpipe under this
proposed transaction is fair, from a financial point of view, to
the Flexpipe securityholders. A copy of the opinion will be
included in the management proxy circular to be mailed to the
shareholders of Flexpipe.

Mr. Bill Buckley, President and CEO of ShawCor stated that: "The
management and employees of Flexpipe have done a great job
establishing a leadership position in the Canadian market for
flexible composite pipe for oil and gas gathering systems, water
injection lines and other applications. The combination with
ShawCor will accelerate Flexpipe's recent entry into the United
States and into other selected international markets. ShawCor will
also provide support and resources for Flexpipe's product
development and growth programs. In addition, through the
combination, Flexpipe will achieve several cost efficiencies in
material procurement and international expansion.  Flexpipe's
product advantages, which include corrosion resistance, ease of
installation, durability, operational and cost effectiveness,
provide ShawCor with an attractive new product line to address a
growing opportunity that is emerging within the pipeline
industry."

Mr. Regan Davis, President and CEO of Flexpipe stated that: "The
Flexpipe team is enthusiastic about becoming part of the ShawCor
family. We recognize that this transaction will provide exciting
opportunities for Flexpipe employees as the company's growth
continues within ShawCor. Our combination with ShawCor will
provide Flexpipe with the critical infrastructure and support
necessary to expand the sale of our products internationally,
which will allow Flexpipe to continue providing valuable products
and services to our customers on a new global scale."

Subject to receipt of all required approvals, the transaction is
expected to be completed within the next two months.

                         About ShawCor

ShawCor Ltd. is an energy service company specializing in products
and services for the pipeline and pipe services and the
petrochemical and industrial segments of the oil and gas industry.
The company operates through six divisions with over sixty
manufacturing and service facilities located around the world.

                        About Flexpipe

Flexpipe Systems Inc. is a Calgary-based, privately-owned company
that manufactures and sells a proprietary non-metallic, corrosion-
resistant pipeline product marketed primarily to oil and natural
gas producers in Canada and the United States.


FOX COLLISION: Liquidation Almost Done; One Last Shop to Go
-----------------------------------------------------------
With only one shop to sell, Fox Collision Center Inc. is nearing
the end of its winding down, the Wichita Eagle reports, citing the
company's counsel.

The Debtor has yet to sell its repair shop at 12012 East Kellogg
in Wichita, but missing equipment at the shop has stalled the
sale, relates the Wichita Eagle.  The Debtor is trying to recover
those missing parts.

As reported in the Troubled Company Reporter on Feb. 5, 2008, the
liquidation of the Debtor's assets began at the end of February.  
Among the assets sold are automobiles, body shop equipment and
office furniture.

Wichita, Kansas-based Fox Collision Center Inc. is an auto repair
company.  Fox Collision Center and Fox Real Estate owns and runs a
chain of collision repair shops.  It has about 18 shops in three
states.  It is owned by Todd Fox, who grew up in the collision
repair business.  His parents opened Service Body Shop in Wichita,
Kansas in 1974.  Todd Fox took over and expanded the business to
three shops before selling them in 1999 to Boyd, a collision
repair industry consolidator based in Canada.

The company filed for Chapter 11 petition on Jan. 23, 2008 (Bankr.
D. Kans. Case No. 08-10110).  Edward J. Nazar, Esq., represents
the Debtor in its restructuring efforts.  The Debtor listed assets
of $7,834,025 and debts of $4,207,461 when it filed for
bankruptcy.


FREESTAR TECH: Posts $2,510,373 Net Loss in Quarter Ended March 31
------------------------------------------------------------------
Freestar Technology Corp. reported a net loss of $2,510,373, on
total revenue of $1,629,150, for the third quarter ended March 31,
2008, compared with a net loss of $2,619,044, on total revenue of
$1,125,634, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$8,162,602 in total assets, $4,097,282 in total liabilities,
$510,131 in minority interest, and $3,555,189 in total  
stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $1,855,670 in total current assets
available to pay $4,097,282 in total current liabilities.

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?2c95

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on Oct. 4, 2007,
New York-based RBSM LLP expressed substantial doubt about FreeStar
Technology Corp.'s ability to continue as a going concern after
auditing the company's consolidated financial statements for the
year ended June 30, 2007.  The auditing firm said the company is
experiencing difficulty in generating sufficient cash flow to meet
its obligations and sustain its operations.

                    About FreeStar Technology

Based in Dublin, Ireland, FreeStar Technology Corp. (OTC BB: FSRT)
-- http://www.freestartech.com/-- provides electronic payment   
processing services, including credit and debit card transaction
processing, point-of-sale related software applications and other
value-added services.  The company was incorporated in the State
of Nevada.  The company also has offices in Helsinki, Finland;
Stockholm, Sweden; Geneva, Switzerland; and Santo Domingo, the
Dominican Republic.


GENERAL COMMUNICATION: Receives Delisting Notice From Nasdaq
------------------------------------------------------------
General Communication, Inc. said that it received a Staff
Determination Letter from Nasdaq on May 20, 2008 indicating that
GCI's common stock is subject to delisting from The Nasdaq Stock
Market.  The letter stated that GCI is not in compliance with
Nasdaq Marketplace Rule 4310(c)(14), which requires the company to
file all required reports with the Securities and Exchange
Commission within the required time periods, because GCI has not
timely filed with Nasdaq its Quarterly Report on Form 10-Q for the
period ended March 31, 2008.

GCI will appeal the determination and request a hearing before a
Nasdaq Listing Qualifications Panel, which will automatically stay
delisting of the company's common stock pending the Panel's review
and determination.

GCI was unable to file its Form 10-Q by the prescribed due date
because it is currently assessing the impact of an error in
calculating depreciation in the initial year an asset is placed in
service, and for capitalizing interest on certain assets. GCI is
currently engaged in resolving this error and preparing the
financial statements and disclosures for the Form 10-Q.

                About General Communication Inc.

Headquartered in Anchorage, Alaska, General Communication Inc. or
GCI (NASDAQ:GNCMA) -- http://www.gci.com/-- is an integrated,   
facilities-based communications provider, offering local and long-
distance voice, cable video, Internet and wireless communications
services to consumer and commercial customers under its GCI brand.  
The company offers an array of consumer and commercial
communications and entertainment services, including local access
telephone, long-distance and wireless communications, cable
television, consulting services, network and desktop computing
outsourced services, and dial-up, broadband (cable modem, wireless
and digital subscriber line) and dedicated Internet access
services at a range of speeds.


GENERAL MOTORS: Four Plants To Lose Shifts Amid New Axle-UAW Deal
-----------------------------------------------------------------
Following the resumption of auto parts production at American Axle
& Manufacturing Holdings Inc., General Motors Corp. disclosed that
it will take at least Monday to get enough parts from the auto
supplier for GM to resume production at all of the 36 plants
affected by the 13-week United Auto Workers union labor protest,
AFP, citing GM spokesman Tony Sapienza, reports.  Yet, not all
plants will be in full production.

The paper relates that four different assembly plants, including
in Flint and Pontiac, will lose shifts in June due to the excess
of unsold SUVs and pickup trucks.

According to The Associated Press, Mr. Sapienza is unsure of the
numbers of workers that would be displaced at the Pontiac plant,
which employs 2,000 hourly workers, and at the Flint plant, which
employs 2,880.

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.


GREENLEAF TOWNHOMES: Case Summary & 18 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Greenleaf Townhomes, LLC
        P.O. Box 8445
        Fayetteville, AR 72703

Bankruptcy Case No.: 08-71791

Type of Business: The Debtor owns and manages townhomes for rent.

Chapter 11 Petition Date: May 6, 2008

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Email: attybond@bigfoot.com
                  Attorney at Law
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Estimated Assets:         Less than $50,000

Estimated Debts:  $1 million to $10 million

Debtor's 18 Largest Unsecured Creditors:

   Entity                      Claim Amount
   ------                      ------------
King's Flooring                $18,363
622 W. Sycamore
Fayetteville, AR 72703

Lowe's                         $15,882
P.O. Box 981084
El Paso, TX 79998

University Realty              $8,713
932 N. Garland Ave.
Fayetteville, AR 72701

NWA Lawns                      $4,990

Davis & Garrett Insurance      $3,263

Carpet Medic                   $1,846

City of Fayetteville           $1,520

Epley Welding                  $1,005

Signs Now                      $860

Razor Rooter                   $635

Arkansas Western Gas           $511

Advanced Pest Control          $416

Ace Heating & Air              $356

Binswinger Glass               $299

Springdale Fire Extinguishing  $208

Ace Blinds                     $181

Democrat Gazette               $165

Sharps Locks                   $138


GROWERS DIRECT: March 31 Balance Sheet Upside-Down by $938,180
--------------------------------------------------------------
Growers Direct Coffee Company Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,412,660 in total assets and $2,350,840
in total liabilities, resulting in a $938,180 total stockholders'
deficit.

The company reported a net loss of $1,199,966, on revenue of
$618,602, for the first quarter ended March 31, 2008, compared
with a net loss of $1,405,906, on revenue of $392,612, 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?2cab

                     Going Concern Disclaimer

PMB Helin Donovan, LLP, in San Francisco, expressed substantial
doubt about Growers Direct Coffee Company 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 significant
operating losses.

                       About Growers Direct

Headquartered in Berkeley, Calif., Growers Direct Coffee Company
Inc. (OTC BB: GWDC) -- http://www.growersdirectcoffee.com/-- is a
world-wide distributor and a marketer of the green bean coffee
grown in Papua New Guinea, "Penlyne Castle" brand "Jamaican Blue
Mountain" coffee grown by Blue Mountain Coffee Co-Operative
Society Ltd of Jamaica.  Coffee in Papua New Guinea are grown by
the company's shareholder-farmers in the Highland region's rich
volcanic soils between the altitudes of 4,000 and 6,000 feet above
sea level.


GVC WINSTAR: Sued by Winstar Trustee to Recover Estate Assets
-------------------------------------------------------------
Christine C. Shubert, the Chapter 7 trustee for the estate of
Winstar Communications, Inc., and debtor affiliates, relates that
the Winstar Entities sold their domestic telecom assets to IDT
Winstar Acquisition, Inc.  IDT later sold the Winstar Assets to
GVC Networks, LLC, resulting in the creation of GVCwinstar, a
wholly owned subsidiary of GVC Networks.

In a recent review of Winstar's records, Charles N. Persing, CPA,
a former employee at Winstar, informed the Chapter 7 Trustee that
GVCwinstar is in possession of property of Winstar's estate,
including but not limited to funds at the First Virginia Bank.

The Chapter 7 Trustee informs the U.S. Bankruptcy Court for the
District of Delaware that she demanded turnover of the Winstar
Estate Property on March 12, 2008.  However, as of April 21,
GVCwinstar has not responded to the demand and has failed to
return the Estate Property to the Trustee, Sheldon K. Rennie,
Esq., at Fox Rothschild, LLP, in Wilmington, Delaware, relates.

Accordingly, the Chapter 7 Trustee asks Court to:

   (a) compel GVCwinstar to turnover certain property of the
       Winstar Debtors' estates currently in GVCwinstar's
       possession and control;

   (b) compel GVCwinstar to prepare an accounting of any property
       of the Winstar Debtors' estates that it used since it
       acquired the Debtors' assets; and

   (c) assess sanctions against GVCwinstar for failure to
       turnover the Winstar Debtors' property and to provide
       an accounting of that property, pursuant to Section
       542 of the Bankruptcy Code.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.  
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                        About GVC Winstar

Based in Detroit, Michigan, GVC Winstar, LLC, also known as
Winstar Communications, LLC, provides businesses with broadband
business solutions including local and long distance telephone, as
well as high-speed Internet access, data and information services.  
GVC Winstar products and services include Winstar Business
Essentials, Winstar Premier Access, high speed Internet and other
data services, conferencing services, Web hosting solutions,
government solutions, service provider and carrier programs,
Office.com and services for building owners and managers.

GVC Winstar, LLC, filed for chapter 11 bankruptcy protection
before the U.S. Bankruptcy Court for the Eastern District of
Michigan on March 18, 2008 (Case No. 08-46694).  James R. Harris,
Esq., in Detroit represents GVC Winstar.

In its bankruptcy petition, GVC Winstar disclosed $3,200,000 in
total assets and $27,253,120 in total debts.  GVC Winstar has
indicated to the Court that, after any exempt property is excluded
and administrative expenses are paid, there will be no funds
available for distribution to unsecured creditors.  The Debtor
estimated owing money to at least 50 creditors.


HESS FARM: Scott Herrick Wants Chapter 11 Trustee Appointed
-----------------------------------------------------------
Scott M. Herrick, sole member and manager of Tally Ho LLC, a
co-general partner of Hess Farm Partnership, asked the U.S.
Bankruptcy Court for the District of Maryland to appoint a chapter
11 trustee, or in the alternative, convert the chapter 11 case of
Hess Farm to a chapter 7 liquidation.

Mr. Herrick said that while the Debtor's co-general partner, Tally
LLC, commenced the involuntary chapter 11 proceeding against Hess
Farm, he believes that the Debtor's property should be sold.

Mr. Herrick added that because the Debtor's general partners are
deadlocked as to decision-making, a neutral party should be
appointed to make decisions on behalf of the Debtor in order to
protect its interests.

                    Purchase of the Property

Mr. Herrick related that on Sept. 22, 2005, Hess Farm acquired its
property at Monkton, Maryland, for $3,870,000.  In connection with
the purchase, the Debtor obtained a loan from First Mariner Bank
in the principal amount of $3,080,000, under a promissory note, a
deed of trust and security agreement executed by the Debtor in
favor of the bank.  That loan is secured by assets related with
the property.

Messrs. Herrick and Michael Silver, sole member and manager of
Tally LLC, agreed that Mr. Silver would be responsible for funding
the monthly payments on the note, plus taxes and maintenance of
the property.  In turn, Mr. Silver would reside in the manor house
located on the property until the Debtor is disposed of the
property.

                  Multiply Foreclosure Actions

According to Mr. Herrick, Mr. Silver ceased making payments to
First Mariner.  As a result, in November 2007, First Mariner filed
a foreclosure action in the Maryland Circuit Court for Baltimore
County.

In January 2008, in order to protect the property from foreclosure
and his exposure on the guarantee, Mr. Herrick said he cured the
Debtor's default to First Mariner and brought the note current.  
First Mariner then canceled the foreclosure sale and the first
foreclosure action was dismissed.

Thereafter, Mr. Herrick continued that Mr. Silver again failed to
make payments on the note.  On Feb 20, 2008, First Mariner filed a
second foreclosure action against the Debtor's property.  The
Circuit Court scheduled a foreclosure sale of the property for
April 17, 2008.  That same day, against his wishes, Mr. Herrick
related that Mr. Silver, through Tally LLC, commenced the
involuntary chapter 11 proceedings staying First Mariner's second
foreclosure action.

Mr. Herrick asserted that Mr. Silver commenced an involuntary
bankruptcy proceeding because he knew that Mr. Herrick disagreed
with the filing of the instant bankruptcy case.

                    Need for Chapter 11 Trustee

Mr. Herrick told the Bankruptcy Court that while the appointment
of a chapter 11 trustee is an extraordinary remedy, it is
appropriate in Hess Farm's case.  He pointed to the deadlock and
conflict of interest among management of the Debtor.  He said the
because the Debtor's general partners are deadlocked, a
reorganization of the Debtor's estate is not feasible.  The
Debtor's general partners, according to him, will not agree on the
retention of professionals, filing of schedules and statement, and
a host of other matters relating to terms of a reorganization.

Mr. Herrick said that if a chapter 11 trustee is not appointed by
the Bankruptcy Court, the Debtor will remain pro se in the
proceeding and will be unable to decide on any action.  He added
that the Debtor simply does not have the resources available to
support a reorganization effort.

In the alternative, Mr. Herrick said that the Bankruptcy Court
should convert the Debtor's chapter 11 involuntary case to chapter
7 or dismiss it.  He reasoned that there is substantial or
continuing loss to or diminution of the estate and there is an
absence of a reasonable likelihood of rehabilitation.  Conversion
of the case would provide a neutral trustee to take control of the
estate and proceed with a sale of the property.

Mr. Herrick added that under chapter 7, Mr. Silver can be pursued
for recovery on behalf of the estate for rent and occupancy of the
property and the value he has appropriated to himself for many
months.

Martin T. Fletcher, Esq., and Stephen B. Gerald, Esq., at
Whiteford, Taylor & Preston LLP, serve as counsel to Mr. Herrick
of Tally Ho LLC.

The Bankruptcy Court will hear the matter on Wednesday, May, 28,
2008.

                          About Hess Farm

Monkton, Mary Land-based Hess Farm Partnership owns a single
asset, a 189.2 acre farm located at 3500 Hess Road in Monkton,
Maryland that was bought for $3,870,000.  The Debtor has two
general partners -- Tally LLC and Tally Ho LLC -- with equal
decision-making authority that are deadlocked.  While one of the
Debtor's general partners may have the power to commence an
involuntary bankruptcy proceeding, standing alone, one general
partner does not have the authority to make any decision on behalf
of the Debtor.  Scott M. Herrick is the sole member and manager of
Tally Ho LLC and Michael Silver is the sole member and manager of
Tally LLC.

Hess Farm faces an involuntary chapter 11 case filed by its
general partner, Tally LLC on April 17, 2008 (Bankr. D. Md. Case
Number 08-15348).  Judge Duncan W. Keir presides over the case.  
Tally LLC, whose claim amount is not disclosed, is represented by
Patrick John Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP.  


HESS FARM: Petitioner Balks at Chapter 11 Trustee Appointment
-------------------------------------------------------------
Tally LLC, sole member and manager of Tally LLC, a co-general
partner of Hess Farm Partnership, told the U.S. Bankruptcy Court
for the District of Maryland that it objects to the motion of
Scott M. Herrick to appoint a chapter 11 trustee, or in the
alternative, convert the chapter 11 case of Hess Farm to chapter 7
liquidation.

Mr. Herrick is the sole member and manager of Tally Ho LLC, a co-
general partner of the Debtor.

In his motion, Mr. Herrick said that while the Debtor's co-general
partner, Tally LLC, commenced the involuntary chapter 11
proceeding against Hess Farm, he believes that the Debtor's
property should be sold.  Mr. Herrick added that because the
Debtor's general partners are deadlocked as to decision-making, a
neutral party should be appointed to make decisions on behalf of
the Debtor in order to protect its interests.  In the alternative,
Mr. Herrick said that the Bankruptcy Court should convert the
Debtor's chapter 11 involuntary case to chapter 7 or dismiss it.

A story on Mr. Herrick's case dismissal or conversion motion is in
today's Troubled Company Reporter.

In its objection, Tally LLC acknowledged that Tally Ho LLC did not
consent to the filing of a voluntary chapter 11 petition made by
Tally LLC.  Hence, a voluntary petition was not filed for the
Debtor, instead, Tally LLC commenced a chapter 11 involuntary
proceeding against Hess Farm.

According to Tally LLC, it agrees that the Debtor is not paying
its debts as they come due, and thus, is an appropriate candidate
for an involuntary petition.

Tally LLC said that its co-general partner, Tally Ho LLC,
consented to an order for relief, or otherwise, Tally Ho's request
for appointment of a chapter 11 trustee should be denied.

Tally LLC said that Tally Ho LLC was given a chance to answer to
the involuntary petition until May 19, 2008, but did not file any
answer.  Under Section 303(h) of the Bankruptcy Code, the
Bankruptcy Court should order relief.

                Tally LLC's Corrections and Claims

A. First Mariner is No Longer a Creditor

As opposed to Tally Ho LLC's claim, First Mariner Bank is not a
creditor in the case, Tally LLC said.  After First Mariner
initially sought to foreclose on the Debtor's property -- bought
for $3,870,000 through a loan from First Mariner Bank in the
principal amount of $3,080,000 -- and during a time when the loan
was indisputably in default, the loan was sold by the bank to a
third party, Tally LLC said.

Tally LLC related that First Mariner sold the loan to Empire
Mortgage X Inc.  It added the Empire clearly understood that it
was purchasing a note that was in default with the prospect of a
bankruptcy filing by or against the borrower.

According to Tally LLC, shortly after purchasing the note, Empire
continued the foreclosure proceedings and Tally LLC filed the
instant petition to protect the Debtor's property.

B. Tally Ho and Scott Herrick Do Not Care

Tally LLC asserted that Tally Ho LLC and Mr. Herrick do not care
about equity in the Debtor's property because they made absolutely
no financial contributions, from their own resources to Hess Farm.  
According to Tally LLC, Mr. Herrick's sole concern is to avoid
possible liability under his guaranty, into which he entered
freely.

C. Hess Farm is Mr. Silver's Home

Tally LLC said that its principal, Mr. Silver, paid in cash
$950,000 of the purchase price for the Debtor's property.  In
addition, Mr. Silver paid for more than $560,000 in improvements
to the property since September 2005.  Mr. Silver did so because
the farm was his home -- and not a parcel in which Messrs. Herrick
and Silver co-invested in.

D. Mr. Silver Paid for Mortgage Dues

In exchange for obtaining Mr. Herrick's guaranty of the mortgage
debt, in late 2005 and mid-2006, Mr. Silver turned over more than
$2,000,000 of his personal cash to Mr. Herrick for the $25,000 due
each month under a mortgage securing the Debtor's property.

Mr. Silver accused Mr. Herrick for drawing down on the funds he
supplied to make mortgage payments.

At some point, Mr. Silver said that Mr. Herrick refused to
continue drawing down on Mr. Silver's funds to make the mortgage
payments.  That led to the initial foreclosure efforts by First
Mariner prior to the sale of the note to Empire, Tally LLC said.

In addition, Tally LLC said that Mr. Herrick refused to account
for the more than $2,000,000 cash posted by Mr. Silver.

This dispute is pending before the Circuit Court for Charles
County.

E. Mr. Silver's Obligation to Pay Rent is False

According to Tally LLC, Tally Ho's and Mr. Herrick's statements to
the effect that Mr. Silver is somehow obligated to pay rent are
false and misleading.  Tally LLC said that the property was
acquired as Mr. Silver's home and was partially paid by him in
cash.

F. Tally Agrees to the Sale of Property

Tally LLC said that it is in agreement with Tally Ho LLC that
given the circumstances, the Debtor's property should be sold and
proceeds used to satisfy the mortgage first.

Tally LLC said that both partners marketed the property prior and
after the bankruptcy filing.  In fact, it said, Mr. Herrick
produced a contract for $3.4 million, which Mr. Silver believed to
be a "fire sale" offer made when the property had not been widely
marketed.

Mr. Silver engaged Prudential Carruthers Realtors to market the
property, listing if for sale at $4,295,000.

                  No Need for Chapter 11 Trustee

Tally LLC related to the Bankruptcy Court that the Debtor's only
property is real estate, which is not going anywhere adn is being
marketed by a national brokerage company.

It said that Mr. Herrick's only allegation supporting emergency
treatment seems to be the unfounded assertion that Mr. Silver
should be paying rent.  There is no lease between Mr. Silver and
the Debtor, nor was one ever contemplated because in reality Mr.
Silver was the only person who invested money into the property.  
Mr. Silver contested why would he pay rent to himself?

Tally LLC also said that a trustee will only add an additional
layer of expense.  Based on Tally Ho LLC's and Mr. Herrick's
account, the Debtor cannot afford additional expense.

Patrick Potter, Esq., and Jerry Hall, Esq., at Pillsbury Winthrop
Shaw Pittman LLP is counsel to Tally LLC.

Martin T. Fletcher, Esq., and Stephen B. Gerald, Esq., at
Whiteford, Taylor & Preston LLP is counsel to Mr. Herrick of Tally
Ho LLC.

The Bankruptcy Court will hear the matter on Wednesday, May, 28,
2008.

                          About Hess Farm

Monkton, Mary Land-based Hess Farm Partnership owns a single
asset, a 189.2 acre farm located at 3500 Hess Road in Monkton,
Maryland that was bought for $3,870,000.  The Debtor has two
general partners -- Tally LLC and Tally Ho LLC -- with equal
decision-making authority that are deadlocked.  While one of the
Debtor's general partners may have the power to commence an
involuntary bankruptcy proceeding, standing alone, one general
partner does not have the authority to make any decision on behalf
of the Debtor.  Scott M. Herrick is the sole member and manager of
Tally Ho LLC and Michael Silver is the sole member and manager of
Tally LLC.

Hess Farm faces an involuntary chapter 11 case filed by its
general partner, Tally LLC on April 17, 2008 (Bankr. D. Md. Case
Number 08-15348).  Judge Duncan W. Keir presides over the case.  
Tally LLC, whose claim amount is not disclosed, is represented by
Patrick John Potter, Esq., at Pillsbury Winthrop Shaw Pittman LLP.


HILEX POLY: Wants to Hire Sidley Austin as Attorney
---------------------------------------------------
Hilex Poly LLC and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for authority to
employ Sidley Austin LLP as their attorney.

Sidley Austin will:

   a) provide legal advice with respect to the Debtors' powers and
      duties as debtors-in-possession in the continued operation
      of their business;

   b) take all necessary action on behalf of the Debtors to
      protect and preserve the Debtors' estates, including
      prosecuting actions on behalf of the Debtors, negotiating
      any and all litigation in which the Debtors are involved,
      and objecting to claims filed against the Debtors' estate;

   c) prepare on behalf of the Debtors all necessary motions,
      answers, orders, reports and other legal papers in
      connection with the administration of the Debtors' estates;

   d) attend meetings and negotiate with representatives of the
      creditors and other parties in interest, attend court
      hearings, and advise the Debtors on the conduct of their
      Chapter 11 cases;

   e) perform any and all other legal services for the Debtors in
      connection with these Chapter 11 cases and with
      implementation of the Debtors' plan of reorganization;

   f) advise and assist the Debtors regarding all aspect of the
      plan confirmation process, including, but not limited to,
      securing the approval of a disclosure statement, continuing
      solicitation of votes in support of plan confirmation, and
      securing confirmation of the plan;

   g) provide legal advice and representation with respect to
      various obligations of the Debtors and their managers and
      officers;

   h) provide legal advice and perform legal services with respect
      to matters involving the negotiation of the terms and the
      issuance of corporate securities, matters relating to
      corporate governance and the interpretation, application or
      amendment of the Debtors' organizational documents,
      including their limited liability company agreements,
      materials contracts, and matters involving the fiduciary
      duties of the Debtors and their officers and managers;

   i) provide legal advice and legal services with respect to
      litigation, tax and other general non-bankruptcy legal        
      issues for the Debtors to the extent requested by the
      Debtors; and

   j) render such other services as may be in the interests of the
      Debtors in connection with any of the foregoing and all
      other necessary or appropriate legal services in connection
      with these Chapter 11 cases, as agreed upon by the firm and
      the Debtors.

The firm's professionals and their compensation rates are:

      Designations                  Hourly Rates
      ------------                  ------------
      Partners                       $575-$1000
      Counsels                       $370-$855
      Special Counsels               $370-$855
      Associates                     $220-$625
      Paraprofessionals              $70-$365

As of the Debtors' bankruptcy filing, the firm receives advance
payment retainers of $250,000 in the aggregate.

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

                         About Hilex Poly

Headquartered in Hartsville, South Carolina, Hilex Poly Co. LLC --
http://www.hilexpoly.com/-- manufactures plastic bag and film    
products.  Focusing primarily on high density polyethylene (HDPE)
film products and related services, their products range from
bagging systems to agricultural films.  The company and its
debtor-affiliate, Hilex Poly Holding co. LLC,  filed for Chapter
11 protection on May 6, 2008 (Bankr. D. Del. Case Nos. 08-10890
and 08-10891).  Edmon L. Morton, Esq. and Kenneth J. Enos, Esq.,
at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware,
represent the Debtors.  The Debtors selected Kurtzman Carson
Consultants LLC as noticing agent.  The U.S. Trustee for Region 3
has not appointed creditors to serve on an Official Committee of
Unsecured Creditors.

At December 31, 2006, Hilex Poly Co. reported $318,200,000 in
total assets and $329,100,000 in total debts.  For the same
period, Hilex Poly Holding Co. reported $37,200,000 in total
assets and $31,000,000 in total liabilities.


HOLLINGER INC: Court OKs Settlement with Creditor DK and Sun-Times
------------------------------------------------------------------
The Ontario Superior Court of Justice issued an order approving
Hollinger Inc.'s settlement with Davidson Kempner Management LLC
and certain of its affiliates and Sun-Times Media Group, Inc.  The
order authorizes and directs the parties to carry out each of the
steps described in the Settlement and declares the Settlement to
be fair and commercially reasonable.

As reported in the Troubled Company Reporter on May 15, 2008,
Hollinger entered into a term sheet with DK and Sun-Times.  In
order to become effective, the Settlement must be approved by an
order issued by the Ontario Superior Court of Justice.  Hollinger
and its subsidiaries, Sugra Ltd. and 4322525 Canada Inc. are
currently subject to proceedings in Canada under the Companies'
Creditors Arrangement Act (Canada) and in the United States under
Chapter 15 of the U.S. Bankruptcy Code.  An agreement between
Hollinger and Sun-Times was filed with the Ontario Court on April
10, 2008, in connection with the CCAA proceeding.  The Settlement
provides that DK will withdraw its motion seeking the bankruptcies
of the Applicants, and that DK will support Court Approval of the
Settlement and the other relief sought by Hollinger et al. on
April 10, 2008.

DK is the holder of approximately 42% of the outstanding principal
amount of Hollinger's secured notes issued pursuant to indentures
dated March 10, 2003 and Sept. 30, 2004.  Hollinger holds an
approximate 70% voting interest and 19.7% equity interest in Sun-
Times.

Based in Toronto, Ontario, Hollinger Inc. (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- owns approximately
70.1% voting and 19.7% equity interest in Sun-Times Media Group
Inc. (formerly Hollinger International Inc.), a media company with
assets which include the Chicago Sun-Times newspaper and
Suntimes.com and a number of community newspapers and websites
serving communities in the Chicago area.

The company, along with two affiliates, 4322525 Canada Inc. and
Sugra Limited, filed separate Chapter 15 petitions on Aug. 1, 2007
(Bankr. D. Del. Case Nos. 07-11029 through 07-11031).  Hollinger
also initiated Court-supervised restructuring under the Companies'
Creditors Arrangement Act (Canada) on the same day.

Derek C. Abbott, Esq., and Kelly M. Dawson, Esq., at Morris,
Nichols, Arsht & Tunnell LLP, represents the Debtors in their U.S.
proceedings.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Hollinger Inc.'s consolidated balance sheet at Dec. 31, 2007,
showed C$79.8 million in total assets and C$219.3 million in
total liabilities, resulting in a C$139.5 million total
stockholders' deficit.


HUDSON'S GRILL: March 31 Balance Sheet Upside-Down by $19,041
-------------------------------------------------------------
Hudson's Grill International Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,281,886 in total assets and $1,300,927
in total liabilities, resulting in a $19,041 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,280,719 in total current assets
available to pay $1,300,927 in total current liabilities.

The company reported a net loss of $25,330, on revenues of
$56,706, for the first quarter ended March 31, 2008, compared with
a net loss of $10,299, on revenues of $69,274, 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?2c96

                     Going Concern Disclaimer

Whitley Penn LLP, in Dallas, expressed substantial doubt about
Hudson's Grill International 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 the company has suffered recurring losses from
operations and may not generate sufficient cash to fund
operations.

                       About Hudson's Grill

Headquartered in Dallas, Hudson's Grill International Inc. (Other
OTC: HGII.PK) -- http://hudsonsgrill.com/-- franchises Hudson's  
Grill Restaurants in the United States.  The company's full
service restaurants serve lunch and dinner, and a range of
alcoholic beverages.  It franchises 10 Hudson's Grill restaurants
in Michigan, Wisconsin, Iowa, and Texas.


IDLEAIRE TECHNOLOGIES: U.S. Trustee Requests Ch. 11 Examiner  
------------------------------------------------------------
Roberta A. DeAngelis, the U.S. Trustee for Region 3, asks the U.S.
Bankruptcy Court for the District of Delaware to appoint a Chapter
11 examiner for the bankruptcy case of IdleAire Technologies
Corporation.

The U.S. Trustee wants the Chapter 11 examiner to evaluate the
validity of:

   a) the court-approved $25 million debtor-in-possession loan
      under a senior revolving credit facility from a consortium
      of banks led by Wells Fargo, National Association, as
      administrative agent, and

   b) the proposed purchase price of $10 million for the sale of
      substantially all the Debtor's assets, which comprised of:

       i) a credit bid of all or portion of either the investors'
          DIP financing claims or 13% senior notes due 2012, or

      ii) cash or a combination of any of the foregoing, plus
          assumed liabilities.

The sale request is still subject to Court approval.

The U.S. Trustee relates that the Debtor's chief restructuring
officer, Stephen Gray, estimated the liquidation value of the
Debtors at $8,098,385 during the first day hearing on May 14,
2008.  Mr. Gray's estimation of the Debtors' value at liquidation
is less than the DIP loan and the proposed purchase price, leaving
the bondholder debt entirely unsecured, the U.S. Trustee points
out.

The bondholders holding 60% of the Debtor's bond obligations are
the proposed purchasers of all the Debtor's assets, the U.S.
Trustee adds.

As reported in the Troubled Company Reporter on May 16, 2008,
the proposed purchaser, IdleAire Acquisition Company LLC, is
comprised of several investors -- including Airlie Opportunity
Master Fund Ltd., Kenmont Special Opportunities Master Fund LP,
Miesque Fund Limited, SV Special Situations Master Fund Ltd.,
Pierce Diversified Trading Strategy Fund LLC, Whitebox Hedged High
Yield Partners LP, Wilfrid Aubrey Growth Fund LP and Wilfrid
Aubrey International Limited.

The U.S. Trustee says the appointment of an examiner will assist
the Court in determining the validity of these transactions.

A hearing is set for June 9, 2008, at 2:00 p.m., to consider the
U.S. Trustee's request.  Objections, if any, are due June 2, 2008,
at 4:00 p.m.

                        About IdleAire

Knoxville, Tennessee-based IdleAire Technologies Corp. --
http://www.idleaire.com/-- is a privately held corporation    
founded in June 2000.  It manufactures and services an advanced
travel center electrification system providing heating,
ventilation & air conditioning, Internet and other services to
truck drivers parked at rest stops.  The company delivers its
services to long-haul drivers through its patented Advanced Travel
Center Electrification(R) system, or ATE system, comprised of an
in-cab service module connected to an external heating,
ventilation and air conditioning unit, or HVAC unit, mounted on a
truss structure above parking spaces.  IdleAire has 131 locations
in 34 states and employs about 1,200 people.

The company filed chapter 11 petition on May 12, 2008 (Bankr. D.
Del. Case No. 08-10960).  Judge Kevin Gross presides over the
case.  Elihu Ezekiel Allinson, III, Esq., William A. Hazeltine,
Esq., and William David Sullivan, Esq., at Sullivan Hazeltine
Allinson, LLC represent the Debtor in its restructuring efforts.  
The Debtor selected Kurtzman Carson Consultants LLC as claim,
noticing and balloting agent.  The U.S. Trustee for Region 3
appointed three creditors to serve on an Official Committee of
Unsecured Creditors.

As of Dec. 31, 2007, the Debtor had total assets of $210,879,000
and total debts of $303,616,000.


INTERSTATE BAKERIES: Court Extends Engagement with Tax Consultants
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corp. and its debtor-affiliates to
extend to 2008 their engagement with Assessment Technologies,
Ltd., as their property tax consultants, pursuant to a third
amendment to their service agreement.

As disclosed in the Troubled Company Reporter on April 6, 2006,
the debtors and ATL amended the terms of their Service
Agreement to reflect the addition of tax year 2006, aside from tax
year 2005 and all prior years, as available tax years for ATL's
services and fees; that ATL's fee amount is reduced to 20% of all
Net Tax Savings for services related to tax year 2006 only; and
that payment for services for tax year 2006 will be paid to ATL
within 30 days of its Actual Receipt Date of Tax Savings.

As reported in the Troubled Company Reporter on April 12, 2005,
the Court gave the Debtors permission to employ Assessment
Technologies Ltd., as their property tax consultant.

Under the Third Amended Service Agreement, ATL, in its sole
discretion, may include in its scope of services the coordination
of discovery, interrogatories and depositions with third-party
counsel.

The Debtors wish to have ATL review and suggest challenging tax
claims for the year 2008, as applicable.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or               
215/945-7000).


INTERSTATE BAKERIES: Trade Creditors Sell 39 Claims Worth $16.8MM
-----------------------------------------------------------------
>From July 2007 to May 2008, 120 notices of transfer of claims in
the Interstate Bakeries Corp. and its debtor affiliates'
bankruptcy cases were received by the Clerk of the U.S. Bankruptcy
Court for the Western District of Missouri.  This includes 39
claim transfers, aggregating $16,282,011, between January and May
2008:

   * assigned by Morgan Stanley & Co., International PLC to:

        -- Goldman Sachs Credit Partners LP for $5,095,862;
        -- Arrow Distressed Securities Fund for $297,037;
        -- Schultze Master Fund Ltd., for $2,290,930; and
        -- Contrarian Funds, LLC, for $1,425,544;

   * assigned to Argo Partners by:

        -- Cochrane Compressor Company for $15,993;
        -- Janice Buckler for $675,000;
        -- Daniel Aracena for $75,000;
        -- Coca Cola Bottling Company for $10,995; and
        -- Con Edison for $79,107;

   * assigned to Equity Trust Co., by:

        -- Independence Park Medical Group for $4,877;
        -- JJ Casone Bakery for $4,688;
        -- All Freight Systems, Inc., for $4,345; and
        -- California Custom Fruits, totaling $6,490.

   * assigned to Deutsche Bank Securities Inc. by:

        -- APS Capital Corp for $5,624,103 in the aggregate; and
        -- Mallet and Company, Inc., for $542,248; and

   * assigned to Bankruptcy Settlement Group by:

        -- Crown lift Trucks for $6,707;
        -- Independence Park Medical Group for $4,877;
        -- JJ Casone Bakery for $4,688
        -- All Freight Systems for $4,345
        -- Nancy B. Goff Family Trust for $4,180
        -- Superior Cake Prod., Inc. for $3,584
        -- A Rifkin Co, for $3,098;
        -- Bee Line for $3,040;
        -- Taurus Supply, Inc., for $2,905;
        -- Brandon Busbee for $2,350;
        -- Coney Island Gas Group for $1,890;
        -- Wolcott Companies for $1,861;
        -- Koi Economy Auto Parts for $1,753;
        -- P&R Paper Supply Co., for $1,550;
        -- Johnny Roberts for $1,324;
        -- Carquest Industry Road for $1,314;
        -- American Red Cross for $1,243;
        -- Gordon Paving Co., Inc., for $1,200;
        -- City of Altus for $1,135;
        -- New Eng Truck Tire for $1,116; and
        -- Host Communications, Inc., for $1,100.

Other claim transfers include:

   Transferor               Transferee           Claim Amount
   ----------               ----------           ------------
   Distressed Securities    APS Capital Corp.      $562,999
   & Special Situations-1

   APS Capital              Schultze Master         344,392
                            Fund, Ltd.

   Ranstad North America    Revenue Management       13,141

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh-baked
bread and sweet goods, under various national brand names,
including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and
Drake's(R).  Currently, IBC employs more than 25,000 people and
operates 45 bakeries, as well as approximately 800 distribution
centers and approximately 800 bakery outlets throughout the
country.

The company and eight of its subsidiaries and affiliates filed for
chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No.
04 45814).  J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in
their restructuring efforts.  When the Debtors filed for
protection from their creditors, they listed $1,626,425,000 in
total assets and $1,321,713,000 (excluding the $100,000,000 issue
of 6% senior subordinated convertible notes due Aug. 15, 2014) in
total debts.  The Debtors' filed their Chapter 11 Plan and
Disclosure Statement on Nov. 5, 2007.  Their exclusive period to
file a chapter 11 plan expired on November 8.  On Jan. 25, 2008,
the Debtors filed their First Amended Plan and Disclosure
Statement.  On Jan. 30, 2008, the Debtors received Court approval
of the First Amended Disclosure Statement.

IBC confirmed that it has not received any qualifying alternative
proposals for funding its plan of reorganization in accordance
with the Court-approved alternative proposal procedures.  As a
result, no auction was held on Jan. 22, 2008, as would have been
required under those procedures.  The deadline for submission of
alternative proposals was Jan. 15, 2008.

(Interstate Bakeries Bankruptcy News, Issue No. 98; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or               
215/945-7000).


INTERMETRO COMMS: March 31 Balance Sheet Upside-Down by $10.2MM
---------------------------------------------------------------
InterMetro Communications Inc.'s consolidated balance sheet at
March 31, 2008, showed $5,793,000 in total assets and $16,043,000
in total liabilities, resulting in a $10,250,000 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3,120,000 in total current assets
available to pay $15,899,000 in total current liabilities.

The company reported a net loss of $1,916,000, on revenues of
$6,387,000, for the first quarter ended March 31, 2008, compared
with a net loss of $9,174,000, on revenues of $5,238,000, 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?2ca2

                     Going Concern Disclaimer

Mayer Hoffman McCann P.C., in Los Angeles, expressed substantial
doubt about InterMetro 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 said that the company incurred net losses of
$16,915,000, $13,930,000 and $1,112,000 for the years ended
Dec. 31, 2007, 2006 and 2005, respectively, and as of Dec. 31,
2007, the company's current liabilities exceeded its current
assets by $12,003,000 and the company had a deficit in
stockholders' equity of $9,217,000.  Negative cash flows from
operations were $9,283,000 and $3,393,000 for the years ended
Dec. 31, 2007, and 2006, respectively.  The company also
anticipates that it will not have sufficient cash flow to fund its
operations through the end of fiscal 2008.  

                 About InterMetro Communications

Headquartered in Simi Valley, Calif., InterMetro Communications
Inc. -- http://www.intermetro.net/-- is a facilities-based  
provider of enhanced voice and data communication services.  The
company owns and operates a national, private, proprietary voice-
over Internet Protocol (VoIP) network infrastructure powered by
state-of-the-art switching equipment.


IVOICE INC: Posts $759,370 Net Loss in 2008 First Quarter
---------------------------------------------------------
iVoice Inc. reported a net loss of $759,370, on sales of $37,736,
for the first quarter ended March 31, 2008, compared with net
income of $74,763, on sales of $317,951, in the same period last
year.

Total sales for the three months ended March 31, 2008, and 2007,
were $37,736 and $317,951, respectively.  Sales in 2008 include
$13,073 of maintenance revenues of iVoice Technology and $24,663
of administrative services agreements.  Sales in 2007 include
$280,000 of consulting revenues earned on the Deep Field agreement
and revenues from the administrative services agreements of
$37,951.

At March 31, 2008, the company's consolidated balance sheet showed
$17,785,847 in total assets, $17,713,230 in total liabilities, and
$72,716 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity wity $16,701,320 in total current assets
available to pay $17,713,230 in total current liabilities.

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?2c97

                     Going Concern Disclaimer

Bagell, Josephs, Levine & Company LLC, in Marlton, N.J., expressed
substantial doubt about iVoice 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 the company has incurred substantial accumulated
deficits, has an obligation to deliver an indeterminable amount of
common stock due on derivative liabilities and has completed the
process of spinning out their subsidiary.

                        About iVoice Inc.

Based in Matawan, N.J., iVoice Inc. (OTC BB: IVOI) --
http://www.ivoice.com/-- has determined that the best way to  
create shareholder value, separate and apart from the operating
performance of iVoice, is to spin-off previous wholly owned
subsidiaries of iVoice to its shareholders by distributing shares
of these subsidiaries in the form of a special dividend.  To date,
iVoice has successfully completed the spin-off of Trey Resources
Inc., iVoice Technology Inc., SpeechSwitch Inc. and Thomas
Pharmaceuticals Ltd.  

The common stock distributions are part of a broader strategy
relating to the transition of iVoice into a company focused on the
development and licensing of proprietary technologies.  The
company also continues to search for potential merger candidates
with or without compatible technology and products, which
management feels may make financing more appealing to potential
investors.


JAMES PSARRAS: Case Summary & 5 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: James P. Psarras
        6300 South Park Blvd.
        Cleveland, OH 44120  

Bankruptcy Case No.: 08-13062

Chapter 11 Petition Date: April 25, 2008

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Jonathan P. Blakely
                  (jblakely@b-wlaw.com)
                  Bernlohr Wertz, L.L.P.
                  The Nantucket Building
                  23 S. Main Street, Third Floor
                  Akron, OH 44308
                  Telephone (330) 434-1000
                  Fax (330) 434-1001

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

Estimated Debts: $500,001 to $1 million

A copy of the Debtor's petition is available for free:

          http://bankrupt.com/misc/ohnb08-13062.pdf


JETBLUE AIRWAYS: Postpones Delivery of 21 Airbus A320 to 2015
-------------------------------------------------------------
JetBlue Airways Corporation plans to defer 21 Airbus A320 aircraft
originally scheduled for delivery between 2009 through 2011 to
2014 through 2015.

"In the face of escalating fuel costs, we believe it is essential
to take a more financially conservative approach to managing our
business," Dave Barger, JetBlue's CEO, said.  "The aircraft
deferrals we disclosed will help us further moderate our growth
rate in 2009 and beyond, which will enhance liquidity and defer
future debt obligations.

"We would like to thank our partners at Airbus and International
Aero Engines for their continued support and commitment to the
long-term success of JetBlue," Mr. Barger said.

Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-point
routes.  As of Dec. 31, 2007, the company served 53 destinations
in 21 states, Puerto Rico, Mexico and the Caribbean.

At Dec. 31, 2007, the company's consolidated balance sheeet showed
$5.598 billion in total assets, $4.562 billion in total
liabilities, and $1.036 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Moody's Investors Service downgraded the corporate family rating
of JetBlue Airways Corporation to Caa1 from B3, well as the
ratings of its outstanding corporate debt instruments and selected
classes of JetBlue's Enhanced Equipment Trust Certificates.  The
rating outlook is negative.


JETBLUE AIRWAYS: To Offer $160 Million of Convertible Debentures
----------------------------------------------------------------
JetBlue Airways Corporation intends to offer, subject to market
conditions, $160 million aggregate principal amount of convertible
debentures, which are to be divided into two series, each with an
aggregate principal amount of $80 million in a registered public
offering. The debentures of each series will mature in 2038.

JetBlue intends to grant the underwriters of the debentures a
30-day over-allotment option to purchase up to an additional
15% of the principal amount of the debentures of each series.  
JetBlue anticipates that one series of debentures will become
subject to redemption by JetBlue, and have an initial date for
repurchase at the holder's option, in 2013 and the other series
will become subject to redemption by JetBlue, and have an initial
date for repurchase at the holder's option, in 2015.

The debentures of each series will be convertible into JetBlue
common stock at the option of their holders.  The interest rate,
conversion rate, conversion price, offering price and other terms
of the debentures of each series will be determined at the time of
pricing of the offering.

The debentures will be general senior obligations of JetBlue,
except that they will be secured by two escrow accounts, one for
each series of debentures.  JetBlue intends to deposit into each
escrow account a portion of the net proceeds of the offering equal
to the sum of the first six scheduled semi-annual interest
payments for that series of debentures.  This sum will be held in
each escrow account for the exclusive benefit of the holders of
the debentures of the corresponding series.

JetBlue intends to use the remaining net proceeds from the
offering, together with cash on hand, if needed, for repayment of
up to $175 million principal amount of its 3-1/2% convertible
notes due 2033 which will become subject to repurchase by JetBlue
at the holders' option on July 15, 2008.  After the allocation of
net proceeds as aforementioned, to the extent there are remaining
net proceeds from the offering, JetBlue intends to use them for
general corporate purposes.

Morgan Stanley & Co. Incorporated and Merrill Lynch & Co. are
acting as joint book-running managers for the debenture offering.

Concurrently with the debenture offering, JetBlue intends to enter
into a share lending agreement with an affiliate of Morgan Stanley
& Co. Incorporated pursuant to which JetBlue will lend up to
approximately 38 million shares of its common stock, assuming no
exercise of the over-allotment option.

The exact number of shares of JetBlue common stock to be offered
will depend on the terms of the concurrent offering of its
convertible debentures and the hedging to be conducted by
investors in the convertible debentures.  Under the share lending
agreement, the share borrower will offer and sell borrowed shares
of JetBlue common stock in a registered public offering and will
use the short position resulting from the sale of the shares of
JetBlue common stock to facilitate the establishment of hedge
positions by investors in the debenture offering.

The share borrower will be required to return the borrowed shares
under the share lending agreement when the debentures are no
longer outstanding and in certain other circumstances.

The share borrower will receive all of the proceeds from the sale
of the borrowed shares.  JetBlue will not receive any proceeds
from the offering of the borrowed shares, but will receive a
nominal lending fee from the share borrower.

While the borrowed shares will be considered issued and
outstanding for corporate law purposes, JetBlue believes that
under U.S. generally accepted accounting principles in effect, the
borrowed shares will not be considered outstanding for the purpose
of computing and reporting earnings per share because the borrowed
shares are required to be returned to JetBlue.

For a complete information on these offerings, documents are
available for free by contacting:

     Morgan Stanley & Co. Incorporated
     Attn: Prospectus Dept.
     180 Varick Street, 2nd Floor
     New York, New York 10014
     Tel (866) 718-1649)
     E-mail prospectus@morganstanley.com

            ------ and -------     

     Merrill Lynch & Co.
     4 World Financial Center
     New York, NY 10080
     Tel 1-866-500-5408

                     About JetBlue Airways
      
Based in Forest Hills, New York, JetBlue Airways Corporation
(Nasdaq: JBLU) -- http://www.jetblue.com/-- is a passenger
airline that provides customer service primarily on point-to-point
routes.  As of Dec. 31, 2007, the company served 53 destinations
in 21 states, Puerto Rico, Mexico and the Caribbean.

At Dec. 31, 2007, the company's consolidated balance sheeet showed
$5.598 billion in total assets, $4.562 billion in total
liabilities, and $1.036 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2008,
Moody's Investors Service downgraded the corporate family rating
of JetBlue Airways Corporation to Caa1 from B3, well as the
ratings of its outstanding corporate debt instruments and selected
classes of JetBlue's Enhanced Equipment Trust Certificates.  The
rating outlook is negative.


JEVIC TRANSPORTATION: Organizational Meeting Slated for June 3
--------------------------------------------------------------
The United States Trustee for Region 3 will hold an organizational
meeting in connection with the chapter 11 case of Jevic
Transportation Inc. at 11:00 a.m., on June 3, 2008, at J. Caleb
Boggs, Federal Building, 844 King Street, Room 5209, in
Wilmington, Delaware.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' bankruptcy
cases.  This is not the meeting of creditors pursuant to Section
341 of the Bankruptcy Code.  However, a Debtor's representative
may attend and provide background information regarding the cases.

                   About Jevic Transportation

Based in Delanco, New Jersey, Jevic Transportation Inc. --
http://www.jevic.com/-- provides trucking services.  The company    
has two units: Jevic Holding Corp. and Creek Road Properties.  
Neither of the units have assets nor operations.  The company and
its affiliates filed for chapter 11 protection on May 20, 2008
(Bankr. D. Del. Case No. 08-11008).  Domenic E. Pacitti, Esq., at
Klehr Harrison Harvey Branzburg & Ellers, in Wilmington, Delaware,
represents Jevic Transportation.  


KIMBALL HILL: Bankruptcy Filing Triggers Repayment Obligations
--------------------------------------------------------------
Kimball Hill Inc. Chief Financial Officer Edward J. Madell
reported in a regulatory filing with the U.S. Securities and
Exchange Commission dated April 28, 2008, that the filing of the
Chapter 11 cases of Kimball Hill and certain of its affiliates
constituted an event of default or otherwise triggered repayment
obligations under a number of instruments and agreements relating
to direct and indirect financial obligations of the company.

As  a result of the events of default, some obligations under the
Debt Documents became automatically and immediately due and
payable, he said.

In addition, substantially all of the company's other debt and
guarantee obligations could be accelerated upon notice from the
applicable lenders.

Kimball Hill believe that any efforts to enforce the payment
obligations under the Debt Documents are stayed as a result of
its Chapter 11 bankruptcy petition.

The Debt Documents under which obligations are immediately due
and payable and the approximate amount of debt currently
outstanding are:

   (1) Indenture, dated Dec. 19, 2005, by and among the
       Company, certain guarantors, and U.S. Bank National
       Association, with respect to 101/2% Senior Subordinated
       Notes due 2012.  Approximately $210,756,291 is currently
       outstanding under the Indenture, all of which is
       unsecured.

   (2) Amended and Restated Credit Agreement, dated as of
       Aug. 10, 2007, by and among the company, the named
       guarantors, the lenders party from time to time, Harris
       N.A., as Administrative Agent, Bank of America, N.A., as
       the Syndication Agent, KeyBank National Association and
       Wachovia Bank, National Association, as the Co-
       Documentation Agents, and BMO Capital Markets and Banc of
       America Securities, LLC, as the Co-Lead Arrangers and the
       Joint Book Runners.  Approximately $ 305,669,854 is
       currently outstanding under the Senior Secured Credit
       Facility, which is secured by all properties in the
       Borrowing Base for the Facility.

   (3) The Company provided both a Payment and Performance
       Guaranty -- TIF Loan -- and a Payment and Performance
       Guaranty -- Tax Exempt Loan -- under the Loan Agreement
       between Park Boulevard, LLC and Bank of America, N.A.
       dated as of Nov. 1, 2005.  Approximately $6,400,000 is
       outstanding under the TIF Loan and approximately
       $2,600,000 is outstanding under the Tax Exempt Loan, all
       of which is secured.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest        
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBALL HILL: Can Continue to Sell Homes Free of Liens
------------------------------------------------------
Kimball Hill Inc. and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the Northern District of
Illinois to continue closing in on home sales under appropriate
sales contracts, and to establish procedures to resolve disputed
operational claims filed by various contractors.

In the ordinary course of their business, the Debtors enter into
certain contracts and option contracts to purchase land,
primarily in the form of developed lots, on which they build
homes.  The Debtors then contract with individuals for the sale,
and sometimes build-to-order construction, of residential homes.
The Debtors' ability to satisfy their existing contractual
obligations to customers and continue to contract for and
complete the construction and sale of homes, including by
acquiring land and lots, constructing homes, and transferring
title to buyers "free and clear" of liens, is the essence of the
Debtors' business and must continue without any interruption if
there is to be any prospect for a successful reorganization.

As of the date of bankruptcy, the Debtors were parties to
approximately 490 contracts to build and close on the sale of
homes in the various states in which they operate.  

The Debtor noted that the terms of the Prepetition Sales Contracts
vary by region.  In most instances, the Prepetition Sales
Contracts require a prospective homebuyer to provide the Debtors
with a deposit on the purchase price.  If the Debtors are unable
to close on the sale of a particular home, the Debtors may be
obligated under the terms of the applicable Prepetition Sales
Contract or by law to refund a Deposit.

In an effort to make the home buying experience easy and
seamless for their customers, the Debtors instituted and adopted
certain customer-related programs designed to incentivize new
purchases, enhance customer satisfaction, sustain goodwill, and
ensure that the Debtors remain competitive.  Certain Customer
Program obligations are reflected in the Prepetition Sales
Contracts.  Among other things, the Customer Programs may include
the Debtors' agreement to pay brokers' or other closing fees on
their customers' behalf.  

The Debtors estimate an average of 180-200 closings per month in
five different states.

                       About Kimball Hill

Based in Rolling Meadow, Illinois, Kimball Hill Inc. --
http://www.kimballhillhomes.com/-- is one of the largest        
privately-owned homebuilders and one of the 30 largest
homebuilders in the United States, as measured by home deliveries
and revenues.  The company designs, builds and markets single-
family detached, single-family attached and multi-family homes.
The company currently operate within 12 markets, including, among
others, Chicago, Dallas, Ft. Worth, Houston, Las Vegas, Sacramento
and Tampa, in five regions: Florida, the Midwest, Nevada, the
Pacific Coast and Texas.

Kimball Hill, Inc. and 29 of its affiliates filed for Chapter 11
protection on April 23, 2008 (Bankr. N.D. Ill. Lead Case No. 08-
10095).  Ray C. Schrock, Esq., at Kirkland & Ellis LLP, represents
the Debtors in their restructuring efforts.  The Debtors'
consolidated financial condition as of Dec. 31, 2007 reflected
total assets of $795,473,000 and total debts $631,867,000.

(Kimball Hill Bankruptcy News, Issue No. 5; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


KIMBERLY NORMAN-ROSEDAM: Case Summary & 6 Largest Unsec. Creditors
------------------------------------------------------------------
Debtor: Kimberly Norman-Rosedam
        684 Frenchtown Road
        Bridgeport, CT 06606

Bankruptcy Case No.: 08-50332

Type of Business: The Debtor is a real estate investor.

Chapter 11 Petition Date: April 28, 2008

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Joseph J. D'Agostino, Jr., Esq.
                  The Law Offices of Joseph J. D'Agostino
                  1062 Barnes Road, Suite 304
                  Wallingford, CT 06492
                  Tel: (203) 265-5222
                  Fax: (203) 268-5236

Total Assets: $1,854,070

Total Debts:  $1,531,306

Debtor's Six Largest Unsecured Creditors:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Option One Mortgage               Mortgage              $427,362
3 Ada                             Value of Security:
Irvine, CA 92618                  $415,000

                                  Mortgage              $180,796
                                  Value of Security:
                                  $175,000

Washington Mutual                 Mortgage              $317,633
P.O. Box 78148                    Value of Security:
Phoenix, AZ 85062-8148            $310,000

Taylor, Bean & Whitaker           Mortgage              $110,514
1417 N. Magnolia Avenue
Ocala. FL 34475-9078

Aquarian Water Co. of Connecticut Water                   $3,505

WPCA-Bridgeport                   Sewer Use               $2,887

TEM Building and Maintenance      Building                $1,495
                                  Maintenance


LAWRENCE NEWMAN: Case Summary & 17 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lawrence W. Newman
        5107 Riverside Drive
        Delaware, OH 43015

Bankruptcy Case No.: 08-54374

Chapter 11 Petition Date: May 8, 2008

Court: Southern District of Ohio (Columbus)

Judge: John E. Hoffman

Debtor's Counsel: Myron N Terlecky, Esq.
                  575 S Third St
                  Columbus, OH 43215
                  Tel: (614) 228-6345
                  e-mail: mnt@columbuslawyer.net

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

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

A copy of the Debtor's petition and list of 17 largest unsecured
creditors is available for free at:

          http://bankrupt.com/misc/ohsd08-54374.pdf

The three largest unsecured creditors are:

   Entity                     Nature of Claim      Claim Amount
   ------                     ---------------      ------------
Heartland Bank                First mortgage lien    $1,650,474
2365 Old Stringtown Road
Grove City, OH 43123

C.F. Bank                     Real estate            $1,286,808
2923 Smith Road
Akron, OH 44333

Eaton National Bank & Trust   Services/Goods         $1,202,455
110 W. Main Street
Eaton, OH 4532


LEHMAN BROS: S&P Chips Certificate Ratings, Puts on Neg. Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class ASH-1 and ASH-2 commercial mortgage pass-through
certificates from Lehman Bros.  Floating Rate Commercial Mortgage
Trust 2006-CCL C2.  Concurrently, S&P placed its ratings on both
classes on CreditWatch with negative implications.
     
The lowered ratings reflect interest shortfalls that affected both
classes due to special servicing fees related to the Avalon at
Seven Hills loan.  The CreditWatch negative placements will remain
in effect while Standard & Poor's evaluates the likelihood of
whether the classes will fully recover their accumulated interest
shortfalls and unpaid principal.  The Avalon loan was transferred
to the special servicer, Trimont Real Estate Advisors, on Feb. 13,
2008, because the borrower gave notice that it was no longer going
to cover operating and debt service coverage shortfalls.  The loan
is currently in foreclosure proceedings.
     
The class ASH-1 and ASH-2 classes are wholly dependant on the
performance of the Avalon loan and derive 100% of their cash flows
from the collateral that secures the loan.  The outstanding
principal balance of the two classes currently totals
$2.18 million.
     
If S&P determine after its analysis that there is increased risk
that the classes will not be paid the full amounts due, S&P may
lower the ratings further, possibly to 'D'.

        Ratings Lowered and Placed on Creditwatch Negative

Lehman Bros. Floating Rate Commercial Mortgage Trust 2006-CCL C2
           Commercial mortgage pass-through certificates

                                   Rating
                                   ------
                   Class      To             From
                   -----      --             ----
                   ASH-1      B/Watch Neg    BB
                   ASH-2      B-/Watch Neg   BB-


LEVITT AND SONS: Administrator Can Employ VHB as Consultant
-----------------------------------------------------------
Soneet R. Kapila, as chief administrator for certain debtors-
affiliates of Levitt and Sons LLC that are borrowers under a DIP
Loan Agreement with Wachovia Bank N.A., obtained authority from
the U.S. Bankruptcy Court for the Southern District of Florida to
retain Vanasse Hangen Brustlin, Inc., as an engineering consultant
in the Debtors' Chapter 11 cases, nunc pro tunc to April 8, 2008.

Mr. Kapila sought to hire VHB to assist him in carrying out his
duties with respect to two of the Wachovia Debtors' residential
communities, Cascades at Sarasota and Rio Mar Sarasota, both
located in Manatee County, Florida.

In connection with the development of Rio Mar Sarasota and
Cascades at Sarasota, the Wachovia Debtors were required by local
governmental authorities to post bonds to provide funding to the
local government in the event they failed to complete or correct
defects in sidewalk, roadway and other improvements.

Since the date of bankruptcy, the Wachovia Debtors have been
informed by local government authorities that they were
considering calling the bonds.  VHB served as Project Engineer
regarding the Project Bonds.

VHB was chosen as an engineering consultant because of the
experience of the firm's personnel with the Projects.

VHB will be paid according to its hourly fees and expenses
advanced from funds under the DIP Loan Agreement, in accordance
with the Court's Nov. 14, 2007 Interim Compensation and
Reimbursement Order and local rules of the Court.

The firm estimated that the total cost of its contemplated
services as an engineering consultant will not exceed $20,500.

Steve J. Shroyer, a Florida licensed professional engineer and
senior project manager at VHB, assured the Court that neither he
nor any other employee of his firm has any connection with any
creditors or any other parties-in-interest or their attorneys or
accountants in the Debtors' Chapter 11 cases.

VHB and its individual employees do not hold or represent any
interest adverse to the Debtors, their creditors or estates, Mr.
Shroyer asserted.  The firm and its employees are each a
disinterested person, as the term is defined in Section 101(14)
of the U.S. Bankruptcy Code, he attested.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Administrator Wants to Pay Break-Up Fee to Buyers
------------------------------------------------------------------
Soneet R. Kapila, as chief administrator for certain debtor-
affiliates of Levitt and Sons LLC that are borrowers under a DIP
Loan Agreement with Wachovia Bank N.A., seek authority from the
U.S. Bankruptcy Court for the Southern District of Florida to pay,
on the Wachovia Debtors' behalf, a breakup fee not to exceed 2.5%
of the purchase price of any of the Wachovia Debtors' property to
prospective purchasers.

The Chief Administrator and the Wachovia Debtors need authority
to offer a breakup fee in advance of seeking approval of any
proposed sale, because many potential stalking horse bidders
would not enter into a purchase settlement and commence their due
diligence unless and until they were first assured that they
would be reimbursed for their due diligence and other costs and
expenses, Cynthia C. Jackson, Esq., at Smith Hulsey & Busey, in
Jacksonville, Florida, tells the Court.

Ms. Jackson asserts that the approval of the breakup fee in
advance would induce bids that may not otherwise have been made,
and enable the Wachovia Debtors to obtain the highest and best
purchase price for any asset that they ultimately seek to sell.

Similar breakup fees have been approved in advance and
successfully used in other cases of comparable magnitude, among
others, Winn-Dixie Stores, Inc.; In re Friedman's, Inc., et al.;
and In re K-Mart, Ms. Jackson notes.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Opposes Depositors Panel on Expanded Services
--------------------------------------------------------------
Levitt and Sons LLC and its debtor-affiliates, and the Joint
Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for
the Southern District of Florida to impose limitations on the Home
Purchase Deposit Holders Committee of Creditors' request to expand
the scope of its engagement to represent deposit holders bringing
claims against the Florida homeowners' construction recovery fund.

Paul J. Battista, Esq., at Genovese Joblove & Battista, in Miami,
Florida, argues that representing a small group of Deposit
Holders who will make claims against the Recovery Fund is
inappropriate without the imposition of certain conditions.

Mr. Battista contends that the Deposit Holders are individual
creditors and any recovery from the Recovery Fund should be
deducted from their claims in the Debtors' bankruptcy cases, with
the first recovery applied to reduce any priority claims, and
then to reduce the balance of any general unsecured claims.  He
emphasizes that the Deposit Holders should not be entitled to a
double recovery.

In addition, Mr. Battista argues that any recovery by the Deposit
Holders against the Recovery Fund, if successful, should be paid
outside of any plan of reorganization.  He contends that to the
extent the Deposit Committee incurs fees and expenses based on
its representation of Deposit Holders against the Recovery Fund,
those fees and expenses should be paid out of any recoveries
obtained from the Recovery Fund and should not be paid by the
Debtors' estates.

"The individual Deposit Holders will be obtaining any benefit,
and should therefore, bear the cost of the representation," Mr.
Battista says.

To the extent that the Court authorizes any payment to the
Deposit Committee before any recovery is reached, Mr. Battista
argues that there should be a limitation on those fees and that
there should be further Court review of the expanded
representation to determine if it is cost effective to continue.
"The Committee and Debtors suggest that this review take place
when the fees and expenses related to the Recovery Fund reach
$25,000, and each $25,000 increment thereafter, with an aggregate
limitation to be placed on the total exposure of the Debtors'
estates for such fees and expenses," Mr. Battista tells the
Court.

                      About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEVITT AND SONS: Parent Changes Name to Reflect New Business Focus
------------------------------------------------------------------
Levitt and Sons LLC's parent company, Levitt Corp., changed its
corporate name to Woodbridge Holdings Corp., the South Florida
Business Journal reports.

According to the company, the change reflects the company's
intentions to move beyond its real estate operations.  The parent
company's stock symbol on the New York Stock Exchange will be
"WDG" from "LEV", and will be effective tomorrow, the Journal
says.

"We believe the new name is appropriate given the company's
current and future business strategy, which will include
acquisitions and investments both within and outside the real
estate industry," the Journal quotes CEO Alan B. Levan as saying.

The company did not give any details to the Journal on possible
expansion areas.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.


LEVITT AND SONS: Intercompany Claims Bar Date Hearing On June 5
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
will convene a hearing on June 5, 2008, to consider the request of
Levitt and Sons LLC and its debtor-affiliates for an extension of
the intercompany claims bar date through Sept. 30, 2008.

As reported in the Troubled Company Reporter on May 14, 2008, the
Debtors asked for the extension because of the significant
intercompany dealings among the Debtors and the numerous issues
they have been dealing with in their Chapter 11 cases.  The
Debtors have not yet completed an analysis as to claims each
Debtor may have against the other, they said.

                     About Levitt and Sons

Based in Fort Lauderdale, Florida, Levitt and Sons LLC --
http://www.levittandsons.com/-- is the homebuilding subsidiary of
Levitt Corporation (NYSE:LEV).  Levitt Corp. --
http://www.levittcorporation.com/-- together with its
subsidiaries, operates as a homebuilding and real estate
development company in the southeastern United States.  The
company operates in two divisions, homebuilding and land.  The
homebuilding division primarily develops single and multi-family
homes for adults and families in Florida, Georgia, Tennessee, and
South Carolina.  The land division engages in the development of
master-planned communities in Florida and South Carolina.

Levitt and Sons LLC and 38 of its homebuilding affiliates filed
for Chapter 11 protection on Nov. 9, 2007 (Bankr. S.D. Fla. Lead
Case No. 07-19845).  Paul Singerman, Esq. and Jordi Guso, Esq., at
Berger Singerman, P.A., represent the Debtors in their
restructuring efforts.  The Debtors chose AP Services, LLC as
their crisis managers, and Kurtzman Carson Consultants, LLC as
their claims and noticing agent.  Levitt Corp., the parent
company, is not included in the bankruptcy filing.

The Debtors' latest consolidated financial condition as of
Sept. 30, 2007 reflect total assets of $900,392,000, and total
liabilities of $780,969,000.  (Levitt and Sons Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


LEXICON UNITED: March 31 Balance Sheet Upside-Down by $1,084,509
----------------------------------------------------------------
Lexicon United Inc.'s consolidated balance sheet at March 31,  
2008, showed $3,836,646 in total assets and $4,921,155 in total
liabilities, resulting in a $1,084,509 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,673,467 in total current assets
available to pay $4,500,115 in total current liabilities.

The company reported a net loss of $293,231, on revenue of
$884,865, for the first quarter ended March 31, 2008, compared
with a net loss of $175,166, on revenue of $639,192, 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?2ca1

                     Going Concern Disclaimer

Meyler & Company, LLC, in Middletown, N.J., expressed substantial
doubt about Lexicon United 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 the company incurred net losses of $135,182 and
$1,264,576 for the years ended Dec. 31, 2007, and 2006,  
respectively, and has an accumulated deficit of $2,025,245 and
negative working capital of $2,579,733 at Dec. 31, 2007.

                    About Lexicon United Inc.

Lexicon United Inc. was incorporated on July 17, 2001, in the
state of Delaware.  The company, through its subsidiary, ATN
Capital E Participacoes Ltda, is engaged in the business of
managing and servicing accounts receivables for large
financial institutions in Brazil.  ATN derives its revenues
primarily from collection of distressed debt by entering into non
binding agreements with financial institutions to collect their
debt.


LINENS N THINGS: Picks Fight with Newsletter Publisher
------------------------------------------------------
Linens 'n Things, Inc., wants to put an end to an independent
newsletter that reports about the reorganizing retailer's chapter
11 restructuring, and is threatening the publisher with trademark
litigation to enjoin continued publication of the newsletter.  The
niche-market newsletter publisher says it's willing to make
changes to avoid wasting everybody's time and money fighting over
a contrived dispute.  

Jennifer S. Sickler, Esq., at Gardere Wynne Sewell LLP, serving as
special corporate counsel to Linens 'n Things, Inc., sent a
written demand to Bankruptcy Creditors' Service, Inc., alleging
that Linens 'n Things Bankruptcy News, launched the day the
retailer delivered its chapter 11 petitions to the U.S. Bankruptcy
Court in Wilmington, Delaware, infringes on her client's trademark
rights and is likely to cause confusion in the marketplace.  

"Is this a script for a scene in a new IP Lawyers Gone Wild
video?" Peter A. Chapman, president of Bankruptcy Creditors'
Service, Inc., asked when Ms. Sickler's letter landed on his desk.  
"We've published company-specific newsletters tracking major
corporate restructurings for 20 years, and Linens 'n Things is the
first chapter 11 debtor-in-possession to complain that our
business model suffers from some trademark problem.  What do they
want us to call Linens 'n Things Bankruptcy News?  Linens
Confusion Bankruptcy News?"

Mr. Chapman relates that Ms. Sickler delivered seven copies of a
46-page letter, dated May 16, 2008, to BCSI's office located north
of Philadelphia by U.S. Mail, fax and e-mail.  Each of the
newsletter's five editors -- Noemi Irene A. Adala, Psyche A.
Castillon, Carlo Alejandro B. Fernandez, Frauline S. Abangan and
Mr. Chapman -- who read every line of every document delivered to
the U.S. Bankruptcy Court, dissect regulatory disclosures, and
monitor court hearings and public meetings of creditors, for the
benefit of newsletter subscribers, received carbon copies of
Linens 'n Things' cease and desist demand and litigation threat.  

"I was baffled when I read Ms. Sickler's letter," Ms. Castillon
said.  "How Linens 'n Things thinks picking a fight with us will
help them solve their business problems and emerge from chapter 11
by year-end is a mystery to me," Ms. Castillon continued.  

Ms. Adala can't wait to see Gardere Wynne's application for
compensation and reimbursement of expenses that'll be filed a
couple of months from now.  That court filing will disclose how
much of Linens 'n Things creditors' money has been wasted pursuing
this matter.  Ms. Adala knows that Ms. Sickler, as a Gardere
partner, bills for her time at something between $390 and $750 per
hour and Ms. Sickler's legal assistant bills between $90 and $210
per hour for her time.  "We know the firm has charged Linens 'n
Things $50 to date for photocopies, faxes and postage, and
reimbursable expenses are always a small fraction of what a
client's billed," Ms. Adala added.  

"Their trademark infringement claims are flimsy," Stephanie
Tolentino, managing editor for Lloyds Intellectual Property
Reporter, said when she heard about the contrived dispute.  "I've
never encountered a trademark infringement dispute quite like it."

Ms. Sickler alleges that BCSI infringes on three of her client's
trademarks registered with the United States Patent and Trademark
Office.  Mr. Chapman disagrees.  Because BCSI:

     -- doesn't own or operate a retail store or use its
        newsletter or Internet presence at bankrupt.com
        to market, sell or distribute "fabrics, yarns, rugs,
        sheets, towels, blankets, pillows, tablecloths,
        comforters, curtains, draperies and drapery
        hardware, notions, patterns, bedspreads, shower
        curtains and other household accessories" as
        described in U.S. Trademark Reg. No. 0,934,171;

     -- doesn't display the Linens-N-Things character
        string in a red rectangle nor provide "retail store
        services, online retail store services and mail
        order retail store services, all in the field of
        home furnishings and accessories, bath accessories,
        bedding, kitchenware and dining accessories, and
        items for personal care and grooming" as described
        in U.S. Trademark Reg. No. 3,065,133; and

     -- doesn't use the LNT acronym described in U.S.
        Trademark Reg. No. 2,337,611 in its newsletter title
        nor market, sell or distribute the other
        paraphernalia described in U.S. Trademark Reg. No.
        2,337,611;

the newsletter publisher doesn't understand how the name of its
newsletter could infringe on the retailer's intellectual property
rights.  

Further, BCSI doubts any reasonable person thinks the source,
origin or sponsorship of Linens 'n Things Bankruptcy News (written
by corporate restructuring professionals for corporate
restructuring professionals and business users with a significant
economic stake in the outcome of your client's chapter 11
proceeding) is from Linens 'n Things, a professional retained in
its chapter 11 proceeding, or the U.S. Bankruptcy Court, rather
than an independent reporting service clearly identified as
Bankruptcy Creditors' Service, Inc., in the newsletter's banner
and distributed from bankrupt.com by e-mail or e-commerce.  

"Our smorgasbord of case-specific newsletters is very similar to
five unrelated newsletters named Fidelity Forecaster, Fidelity
Independent Adviser, Fidelity Insight, Fidelity Investor and
Fidelity Monitor which each provide independent reporting about
Fidelity Investments' panoply of mutual funds and other
investments notwithstanding FMR Corp.'s widely recognized
trademark rights, and other newsletters that report about specific
companies," Mr. Chapman notes.  

Ms. Abangan says that most chapter 11 debtors-in-possession, their
top-tier restructuring professionals, and major participants in
those large-scale reorganization cases embrace BCSI's
publications, subscribe to its newsletters, and understand their
value in the corporate communication process to maximize value for
stakeholders as ownership of the company transitions from
shareholders to creditors.  "We don't understand the reason Linens
'n Things finds our newsletter's content objectionable, but it's
clear to us that the company's real desire is to restrain our
publication of news about its chapter 11 restructuring," Ms.
Abangan says.

"What is Linens 'n Things trying to hide from its creditors,
vendors, employees, customers and other stakeholders," Mr.
Fernandez wondered when he read Ms. Sickler's correspondence.  "We
report facts.  I guess Linens 'n Things doesn't want people to
know the facts.  Perhaps the company was upset because we
uncovered some of the less-pleasant details buried in the
company's post-petition financing agreement that might increase
vendor and supplier anxiety levels."  

Mr. Chapman advised Ms. Sickler that this article would be
published in to-be-renamed Linens 'n Things Bankruptcy News and
the Troubled Company Reporter, and would be distributed to
BLOOMBERG PROFESSIONAL Service users and archived by LexisNexis
for their legal and corporate users days before its public
release.  Mr. Chapman invited comment from Ms. Sickler, her
partners, her client, or anyone at MWW Group (Linens 'n Things'
public relations firm).  They declined the invitation.

BCSI has offered to change the name of its publication and has
asked Ms. Sickler to provide it with the name of a businessperson
at Linens 'n Things with the authority to agree on a mutually
acceptable alternative and descriptive newsletter title for the
publication.  BCSI has also offered to add a disclaimer to the
banner of each newsletter edition saying something along the line
that that its newsletter is not sponsored, authorized or endorsed
by Linens 'n Things, the U.S. Bankruptcy Court, or any
professional employed or retained in the retailer's chapter 11
cases and, if Linens 'n Things wants, that the company doesn't
like the newsletter for whatever reason it wants to articulate.

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)


LINENS N THINGS: Tax Authorities, Landlords Object to DIP Loan
--------------------------------------------------------------
Taxing authorities and landlords filed objections to the request
of Linen 'N Things, Inc., and its affiliated debtors to obtain
$700,000,000 in DIP financing from a lender group, led by General
Electric Capital Corporation, as administrative agent.

Landlords Macon Mall, LLC, Riverside Enterprises, L.L.C.
Independence Center, LLC, Lanesborough Enterprises Newco, LLC,
and S&R Company of Kingston says that granting the DIP Lenders
liens against their leases violate the terms of the contracts
they have signed with the Debtors.  Macon, et al., want the
Debtors' request denied in its entirety, or modified to address
their objections.

Other landlords assert that the U.S. Bankruptcy Court for the
District of Delaware should limit any lien in favor of the DIP
Lenders to only the proceeds obtained through sale or other
disposition of their leases, and require the Debtors to seek
further relief from the Court prior to granting the Lenders any
access to premises to remove the DIP Lenders' collateral.

GSI Commerce Solutions, Inc., and certain of the Debtors are
parties to a prepetition E-Commerce Agreement, pursuant to which
GSI maintains the Internet presence, and various Web sites for,
and in behalf of the Debtors.  Although it has no objection to
the DIP Facility, GSI tells the Court that any final order
approving the DIP Facility should clarify that any liens,
security interests and superpriority claims granted to the DIP
Agent will be subject and subordinate to any rights of GSI under
its agreement with the Debtors.  GSI adds the liens should not
attach to funds sent by GSI to the Debtors, to the extent that
the funds constitute trust fund sales taxes.

The taxing authorities contend their claims are secured by prior
perfected continuing enforceable tax liens upon the property of
the Debtors, as provided by Sections 32.01 and 32.05(b) of the
Texas Property Tax Code.  They argue that the Final Order should
be modified to reflect that their secured tax liens continue to
attach to their collateral to secure the payment of the liens
until all taxes, penalties, and interest are paid in full
pursuant to state law.  The taxing authorities who have filed
responses or objections to the Debtors' request are Arlington
Independent School District, et a.l; Bexar County, et al.;
Carrollton-Farmers Branch Independent School District; and
Lewisville Independent School District.

Other landlords who have filed objections or responses to the
Debtors' entry into the DIP Facility are:

   -- Basser-Kaufman;
   -- Benderson Development Company, Inc.;
   -- Biddeford Crossing II LLC;
   -- Capital Augusta Properties Limited Partnership;
   -- Cencor Realty, Inc.;
   -- Centro Properties Group;
   -- Champion Real Estate Group;
   -- Charlton Road Associates Limited Partnership;
   -- Cousins Properties, Incorporated;
   -- Developers Diversified Realty Corp.;
   -- Dolphin Mall Associates LLC;
   -- Gateway Center IV, L.C., and FL Promenade, L.P.;
   -- General Growth Properties, Inc.;
   -- Governor's Square Mall;
   -- Howland Commons Partnership;
   -- Huntington Mall Company;
   -- Jantzen Dynamic Corporation;
   -- Kentucky Oaks Mall Company;
   -- Kimco Realty Corporation;
   -- Kravco Simon Company;
   -- Levin Management Corporation;
   -- Lisbon Landing LLC;
   -- Mayfair Hanes Limited;
   -- NP Huntsville Limited Liability Company;
   -- OH Retail II, LLC;
   -- OH Retail LL, LLC;
   -- PA-Eastway, Inc.;
   -- Passco Companies, LLC;
   -- Phillips Cropsey LLC;
   -- Phillips International Holding Co.;
   -- Plano Things, L.P.;
   -- Portland Investment Company;
   -- Realty Income Corporation;
   -- Route 140 School Street LLC;
   -- Route 146 Millbury LLC;
   -- RREEF Management Company;
   -- The Cafaro Northwest Partnership;
   -- The Eagle Group;
   -- The Krausz Companies;
   -- The Macerich Company;
   -- The Prudential Insurance Company of America;
   -- Turnberry Associates;
   -- UBS Realty Investors LLC;
   -- Varney S.E.Q. LLC;
   -- Weingarten Realty Investors;
   -- WP Realty Inc.;
   -- W/S Hadley Properties LLC;
   -- W/S Smithfield Associates LLC;
   -- W/S Wareham Properties LLC; and
   -- Zanesville Hanes Limited.

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)


LINENS N THINGS: Can't File 2008 1st Quarter Report On Time
-----------------------------------------------------------
Linens Holding Co., Linens 'n Things, Inc., and Linens 'n Things
Center, Inc., informed the United States Securities and Exchange
Commission that they were "not in a position" to file their
quarterly report on Form 10-Q for the 13-week period ended
March 29, 2008, in a timely manner.

In a recent filing with the SEC, the Debtors disclosed preliminary
financial results for the fiscal first quarter ended March 29,
2008, in addition to the information they previously released.

"The Company's preliminary results are still in the process of
being reviewed by management and the Company's independent
accountants.  No assurance can be given that these preliminary
results will not change upon completion of this review," says
Francis M. Rowan, senior vice president and chief financial
officer.

              Linens Holdings Co. and Subsidiaries
                 Consolidated Financial Results
                           (Unaudited)
                      As of March 29, 2008

Net loss                                           ($130,577,000)
Provision (benefit) for income taxes                     810,000
Interest expense, net                                 23,074,000
Depreciation and amortization                         29,715,000
                                                    ------------
   EBITDA                                            (76,978,000)

Non-cash rent expense                                  1,814,000
Non-cash lease transactions                             (608,000)
Non-cash landlord allowance amortization                (344,000)
Cash landlord allowances received                             --
                                                    ------------
   EBITDA after rent-related adjustments             (76,116,000)

Non-cash impairment of property, equipment,
   and identifiable intangible assets                 36,415,000
Stock-based compensation expense                         837,000
Severance                                                331,000
Non-cash writeoff of property and equipment              361,000
                                                    ------------
   Adjusted EBITDA                                  ($38,172,000)
                                                    ------------

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)


MI ARBOLITO: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Mi Arbolito, LLC
        750 B. Street, Ste 1740
        San Diego, CA 92101

Bankruptcy Case No.: 08-04553

Type of Business: The Debtor develops residential properties.  See
                  http://www.miarbolito.com

Chapter 11 Petition Date: May 27, 2008

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Alan Vanderhoff, Esq.
                  Email: alan.vanderhoff@pacbell.net
                  701 B. Street, Ste. 1000
                  San Diego, CA 92101
                  Tel: (619) 299-2050
                  Fax: (619)239-6554

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's Five Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Silvergate Investments, Inc.   Loan                  $1,015,625
Attn: Tom Coffman
2311 Palo Danzante
Alpine, CA 92910

Seltzer Caplan McMahon Vitek   Legal fees            $296,860
750 B. St., Ste. 2100
San Diego, CA 92101

Able Patrol and Guard          Trade Debt            $39,600
4616 Mission Gorge Pl.
San Diego, CA 92120

V. Frank Asaro, Esq.           Legal fees            $14,980
Law Offices of V. Frank Asaro
4370 La Jolla Village Dr.,
Ste. 400
San Diego, CA 92122

John M. Turner, Esq.           Legal fees            $14,509


MICHAEL WOOD: Case Summary & 12 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Michael Christopher Wood
        P.O. Box 57
        Severna Park, MD 21146

Bankruptcy Case No.: 08-15792

Chapter 11 Petition Date: April 25, 2008

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Marc Robert Kivitz, Esq.
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  e-mail: mkivitz@aol.com

Total Assets: $2,403,812

Total Debts:  $2,266,556

A copy of the Debtor's petition and list of 12 largest unsecured
creditors is available for free at:

          http://bankrupt.com/misc/mdb08-15792.pdf


MILTON RASHID: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Milton M. Rashid
        1730A North Capital Street NW
        Washington, D.C. 20002

Bankruptcy Case No.: 08-00288

Chapter 11 Petition Date: April 30, 2008

Court: District of Columbia (Washington, D.C.)

Debtor's Counsel: Robert J. Pleshaw, Esq.
                  1111 14th Street, NW, Suite 1000
                  Washington, D.C. 20005
                  Tel: (202) 628-3000
                  e-mail: PleshawLaw@aol.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.


MIRABILIS VENTURES: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Mirabilis Ventures, Inc.
        3660 Maguire Blvd., Ste. 103
        Orlando, FL 32803

Bankruptcy Case No.: 08-04327

Type of Business: The Debtor is a private equity firm.

Chapter 11 Petition Date: May 27, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A. Green, Esq.
                  E-mail: bankruptcynotice@lseblaw.com
                  Latham Shuker Eden & Beaudine, LLP
                  390 North Orange Ave., Ste. 600
                  Orlando, FL 32801
                  Tel: (407) 481-5800
                  Fax: (407) 481-5801
                  http://www.lseblaw.com

Estimated Assets: $50 million to $100 million

Estimated Debts:  $50 million to $100 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
First Commercial Ins. Corp.    workers comp. carrier $8,400,000
7900 N.W. 155th St., Ste. 201
Miami Lakes, FL 33016

Kenneth & Diane Hendricks      suit pending          $2,847,196
One ABC Parkway
Beloit, WI 53511

John Burcham                   suit pending          $2,536,557
3415/A Bahia Drive
Ft. Lauderdale, FL 33316

American Express                                     $247,932

Saxon Gilmore, PA              legal fees            $153,281

Tenshi Leasing                                       $82,655

PaySource USA VII, Inc.                              $76,928

Brandywine Grande C., LP       utilities due under   $60,758
                               lease agreement in
                               Richmond, VA order
                               for judgment entered
                               against MVI, suit
                               was not properly
                               served

Titanium Technologies                                $55,363

Buchanan Ingersoll & Rodney    legal fees            $43,547

Fred Sandlin                                         $25,000

On Target Solutions            accounting IT         $22,655

LeClair Ryan Trust             real estate closings  $18,275

Jackson Lewis                  PEO attorney          $9,962

LexisNexis                     on-line research      $4,496

Advantage Collection Prof.     business cards        $3,290

Humana/RMS                     health insurance      $2,852
                               premiums

Horton Johnson                 expense reimbursement $2,407

Mak J. Bernet                                        $1,751

BNA Tax Management             online tax softward   $1,267


MONEY CENTERS: March 31 Balance Sheet Upside-Down by $8,201,514
---------------------------------------------------------------
Money Centers of America Inc.'s consolidated balance sheet at
March 31, 2008, showed $4,972,498 in total assets and $13,174,012
in total liabilities, resulting in a $8,201,514 total  
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,200,992 in total current assets
available to pay $12,682,585 in total current liabilities.

The company reported a net loss of $750,302, on revenues of
$2,387,188, for the first quarter ended March 31, 2008, compared
with a net loss of $1,223,392, on revenues of $2,169,683, 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?2ca3

                     Going Concern Disclaimer

Sherb & Co, LLP, in New York, expressed substantial doubt about
Money Centers of America 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 from operations, net
cash used in operations, net working capital deficit,  
stockholders' deficit and accumulated deficit.

                       About Money Centers

Headquartered in King of Prussia, Pa., Money Centers of America
Inc. (OTC BB: MCAM.OB) -- http://www.moneycenters.com/--
provides cash access services to the gaming industry.  The company
delivers ATM, credit card advance, POS debit card advance, check
cashing services and CreditPlus marker services on an outsourcing
basis to casinos.  The company also licenses its OnSwitch(TM)
transaction management system to casinos so they can operate and
maintain  their own cash access services, including the addition
of merchant card processing.


MOVIE GALLERY: Files Supplements to Second Amended Chapter 11 Plan
------------------------------------------------------------------
Movie Gallery Inc. and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Eastern District of Michigan supplements
to their Second Amended Joint Plan of Reorganization.

The Supplements are:

   * a revised schedule of assumed executory contracts and
     unexpired leases, which supercedes and replaces, in all
     respects, the previously filed Schedules, which includes:

     -- Movie Gallery, Inc.'s amended and restated intercompany
        promissory note with Hollywood Entertainment Corporation,
        in the principal amount of $300,000,000, dated May 6,
        2008; and

     -- 1,086 executory contracts, a complete list of which is
        available for free at:

              http://researcharchives.com/t/s?2c9e

   * additional claims under retained causes of action by these
     non-released parties:

     -- Boards, Inc., and its affiliates;

     -- Boards Video Company, and its affiliates; and

     -- Mark J. Wattles and any relative, as defined in
        Section 101(45) of the Bankruptcy Code.

                        $0 Cure Amounts

In a separate filing, the Debtors notified the Court and parties-
in-interest that they have determined that the amount to cure
unpaid monetary obligations, as required by Section 365 of the
Bankruptcy Code, under 46 executory contracts or unexpired
leases, is $0.

A schedule of the Assumed Contracts and Leases with $0 Cure
Amount is available for free at:

              http://researcharchives.com/t/s?2c9f

Disputes relating to cure amounts or the Reorganized Debtors'
ability to provide "adequate assurance of future performance,"
within the meaning of Section 365 of the U.S. Bankruptcy Code,
arising from the rejection of executory contracts and unexpired
leases, will be paid after a final Court order resolving the
disputes, according to the notice.

However, the Debtors may settle any disputes regarding the Cure
Claims without any further approval of the Court.

The Debtors direct parties-in-interest to file their Cure Claims
with respect to the Assumed Contracts and Leases no later than
July 21, 2008.  Failure to timely file a Claim will forever bar
and enjoin Claimholders from from asserting their Claim.

                       About Movie Gallery

Based in Dothan, Alabama, Movie Gallery Inc. --
http://www.moviegallery.com/-- is a home entertainment specialty
retailer.  The company owns and operates 4,600 retail stores that
rent and sell DVDs, videocassettes and video games.

The company and its debtor-affiliates filed for Chapter 11
protection on Oct. 16, 2007 (Bankr. E.D. Va. Case Nos. 07-33849 to
07-33853).  Anup Sathy, Esq., Marc J. Carmel, Esq., and Richard M.
Cieri, Esq., at Kirkland & Ellis LLP, represent the Debtors.
Michael A. Condyles, Esq., and Peter J. Barrett, Esq., at Kutak
Rock LLP, is the Debtors' local counsel.  The Debtors' claims &
balloting agent is Kurtzman Carson Consultants LLC.  When the
Debtors' filed for protection from their creditors, they listed
total assets of $891,993,000 and total liabilities of
$1,419,215,000.

The Official Committee of Unsecured Creditors has selected Robert
J. Feinstein, Esq., James I. Stang, Esq., Robert B. Orgel, Esq.,
and Brad Godshall, Esq., at Pachulski Stang Ziehl & Jones LLP, as
its lead counsel, and Brian F. Kenney, Esq., at Miles &
Stockbridge PC, as its local counsel.

The Court confirmed the Debtors' Second Amended Chapter 11 Plan of
Reorganization on April 9, 2008.  (Movie Gallery Bankruptcy News
Issue No. 28; Bankruptcy Creditors' Service Inc.;
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWESTERN CORP: Seeks Court Nod to Buy Back 3.1 Mil. DCR Shares
------------------------------------------------------------------
NorthWestern Corporation, dba NorthWestern Energy, plans to
initiate a share buyback program for approximately 3.1 million
shares, which is equal to the number of shares in the disputed
claims reserve established under NorthWestern's Plan of
Reorganization that was confirmed by the U.S. Bankruptcy Court for
the District of Delaware on Oct. 19, 2004.  The amount of shares
to be purchased represents approximately 8% of the shares
currently outstanding.

The company plans to seek authorization from the court to purchase
the remaining shares in the DCR.  Subsequent distributions from
the DCR would then be made in cash.  If the Company is unable to
purchase the shares from the DCR, then shares may be purchased
from time to time through open market transactions or privately
negotiated transactions, at the company's discretion.  The actual
number and timing of share purchases will be subject to market
conditions, restrictions related to price, volume, timing, and
applicable Securities and Exchange Commission rules.

At its 2008 Annual Meeting of Stockholders held on May 21,
NorthWestern's stockholders re-elected E. Linn Draper, Jr.,
Stephen P. Adik, Jon S. Fossel, Michael J. Hanson, Julia L.
Johnson, Philip L. Maslowe and D. Louis Peoples to a one-year term
on the Board.  Stockholders also ratified Deloitte & Touche, LLP
as the company's independent registered public accounting firm for
the year ending Dec. 31, 2008.

Also on May 21, NorthWestern's Board of Directors declared a
quarterly common stock dividend of 33 cents per share. The
dividend is payable on June 30, 2008, to common stockholders of
record as of June 15, 2008.

Based in Sioux Falls, South Dakota, NorthWestern Corporation
(Nasdaq: NWEC) -- http://www.northwesternenergy.com/-- is a  
provider of electricity and natural gas in the Upper Midwest and
Northwest, serving approximately 650,000 customers in Montana,
South Dakota and Nebraska.  The Debtor filed for Chapter 11
petition on Sept. 14, 2003, (Bankr. D. Del. Case No.: 03-12872)
Scott D. Cousins, Esq., Victoria Watson Counihan, Esq. and William
E. Chipman, Jr., Esq. at Greenberg Traurig LLP, and Jesse H.
Austin, III, Esq. and Karol K. Denniston, Esq. at Paul, Hastings,
Janofsky & Walker LLP represent the Debtor in its restructuring
efforts.

                          *     *     *

Moody's Investors Service placed NorthWestern Corporation's senior
unsecured bank credit facility rating at the Ba2 in December 2007.
The ratings still holds to date.


OMNI FINANCIAL: Receives Another Nasdaq Notice of Non-Compliance
----------------------------------------------------------------
Omni Financial Services, Inc., the bank holding company for Omni
National Bank, said that on May 20, 2008, the Company received a
letter from the Listing Qualifications Staff of The Nasdaq Stock
Market notifying the Company that it fails to comply with Nasdaq's
filing requirement for continued listing set forth in Nasdaq
Marketplace Rule 4310(c)(14), which requires timely filing of
periodic SEC reports, and that its common stock is therefore
subject to delisting from The Nasdaq Global Market. The Company
had previously received a similar letter on April 17, 2008 with
respect to the timely filing of its 10-K for the year ended
December 31, 2007 and disclosed that event in an 8-K filing dated
April 23, 2008.

Management anticipated receiving the Staff Determination pursuant
to Nasdaq's standard procedures as a result of the delayed filing
of the Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 2008.  In a press release dated May 14, 2008, the
Company previously announced that the delay in filing the Form 10-
Q was due to the lack of completion of the audit and financial
statements for the year ended December 31, 2007, which completion
is subject to resolution of issues relating to certain valuation
assertions in such financial statements pertaining to OREO
acquired through foreclosure of properties that collateralized
loans in Omni National Bank's Community Development Lending
Division. These valuation assertions materially affect OREO and
the provision for and the allowance for loan and lease losses,
which in turn impacts both earnings and capital. The ultimate
resolution of these issues will also impact the financial results
for the quarter ended March 31, 2008.

The Company has requested and received a date of June 5, 2008 for
a hearing before a Nasdaq Listing Qualifications Panel, at which
it will present a plan for regaining compliance. The hearing will
stay any action with respect to the Staff Determination until the
Panel renders a decision subsequent to the hearing. Pending the
Panel's determination, the Company's common stock will continue to
be listed on the Nasdaq Global Market. There can be no assurance
that the Panel will grant the Company's request for continued
listing.

                           About Omni

Omni Financial Services, Inc. (NASDAQ: OFSI) --
http://www.onb.com/-- is a bank holding company headquartered in  
Atlanta, Georgia. Omni Financial Services, Inc. provides a full
range of banking and related services through its wholly owned
subsidiary, Omni National Bank, a national bank headquartered in
Atlanta, Georgia. Omni has one full service banking location in
Atlanta, one in Dalton, Georgia, four in North Carolina, one in
Chicago, Illinois, one in Dallas, Texas, one in Houston, Texas and
one in Tampa, Florida. In addition, Omni has loan production
offices in Charlotte, North Carolina, Birmingham, Alabama, and
Philadelphia, Pennsylvania.  Omni provides traditional lending and
deposit gathering capabilities, as well as a broad array of
financial products and services, including specialized services
such as community redevelopment lending, small business lending
and equipment leasing, warehouse lending, and asset-based lending.
Omni Financial Services, Inc.'s common stock is traded on the
NASDAQ Global Market under the ticker symbol "OFSI."


OPTIGENEX INC: March 31 Balance Sheet Upside-Down by $11,315,933
----------------------------------------------------------------
American Soil Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,768,727 in total assets and $13,084,660
in total liabilities, resulting in a $11,315,933 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $434,830 in total current assets
available to pay $9,932,366 in total current liabilities.

The company reported a net loss of $3,660,235, on net sales of   
$195,424, for the first quarter ended March 31, 2008, compared
with a net loss of $890,672, on net sales of $117,569, 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?2ca4

                     Going Concern Disclaimer

Stark Winter Schenkein & Co., LLP, in Denver, expressed
substantial dobut about Optigenex 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 significant losses from operations and working
capital and stockholder deficiencies.

                       About Optigenex Inc.

Headquartered in Lyndhurst, N.J., Optigenex Inc. (OTC BB: OPGX.OB)
supplies bulk material and finished products featuring its
patented and wholly natural compound AC-11(R) as a core ingredient
to wholesale distributors, skin care and nutraceutical marketing
companies.  In addition, the company licenses its technology and
trademark to third party marketers and manufacturers of skin care
and nutraceutical products.


OXIS INTERNATIONAL: March 31 Balance Sheet Upside-Down by $234,000
------------------------------------------------------------------
Oxis International Inc.'s consolidated balance sheet at
March 31, 2008, showed $4,760,000 in total assets, $4,073,000 in
total liabilities, and $921,000 in minority interest, resulting in
a $234,000 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,568,000 in total current assets
available to pay $4,048,000 in total current liabilities.

The company reported a net loss of $1,094,000, on total revenue of
$1,484,000, for the first quarter ended March 31, 2008, compared
with a net loss of $774,000, on total revenue of $1,391,000, 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?2c90

                     Going Concern Disclaimer

Williams & Webster, P.S., in Spokane, Wash., expressed substantial
doubt about Oxis International 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 significant and ongoing operating losses.

                     About Oxis International

Based in Foster City, California, Oxis International Inc. (OTC BB:
OXIS) -- http://www.oxis.com/-- develops technologies and  
products to research, diagnose, treat, and prevent diseases of
oxidative stress/inflammation associated with damage from free
radical and reactive oxygen species.  The company holds the rights
to four therapeutic classes of compounds in the area of oxidative
stress. It focuses on commercialization programs, including MPO
(myeloperoxidase), GPx (glutathionione peroxidase), and Superoxide
Dismutase (Palosein/Orgotein), as well as a potent antioxidant,
Ergothioneine, that might be sold over-the-counter as a
neutraceutcal supplement.


PACIFIC LUMBER: Foundation, Timberstar Eye Scopac's Timberlands
---------------------------------------------------------------
The Scotia Redwood Foundation, Inc., informed The Bank of New
York, as Indenture Trustee for the Timber Notes, on May 16, 2008,
that it has modified its term sheet offering to purchase the
timberlands of Scotia Pacific Company , LLC.

D. Andrew Beal, president of the Foundation, said that it was
extending the date:

   -- by which an order confirming a bankruptcy plan in the
      Debtor's case must be entered, and the date of
      acceptance of the Foundation's purchase offer, from
      May 16, 2008 to June 16, 2008;

   -- by which an acquisition agreement must be finalized and
      agreed upon, from May 27, 2008 to June 27, 2008; and

   -- set forth in a "Confidentiality" section of the Term Sheet,
      from May 27 to June 27, 2008.

Separately, Timberstar Operating Partnership, LP, notified the
U.S. Bankruptcy Court for the Southern District of Texas on May
14, 2008, that it is actively engaged in preparing a purchase
offer for Scopac's timberland assets, free and clear of all liens,
claims and encumbrances.

Timberstar anticipates its purchase offer to total roughly $600
million, payable in cash at closing, David W. Cranshaw, Esq., at
Morris, Manning & Martin, LLP, in Atlanta, Georgia, disclosed.  
Timberstar does not contemplate assumption of any of Scopac's
liabilities or obligations, other than contract rights to be
designated.

According to Mr. Cranshaw, Timberstar is prepared to enter into a
long term supply agreement with any successful purchase of The
Pacific Lumber Company Mill, in conjunction with the purchase of
the Timberland Assets.

Timberstar intends to document its purchase offer in a term sheet
to be submitted to Scopac, which will be subject to Court
approval.

Timberstar is an operating partnership that was formed in 2004
for the purpose of acquiring large timberland operations together
with long term supply agreements to local forest product
manufacturing operations.

Timberstar's Purchase Notice was filed with the Court by The Bank
of New York Trust Company, N.A., Indenture Trustee for the Timber
Notes.

As reported by the Troubled Company Reporter on May 8, 2008, the
Debtors sought approval of a global Plan settlement agreement they
entered into on May 1, 2008, with MAXXAM Inc., MAXXAM Group Inc.,
MAXXAM Group Holdings Inc., Mendocino Redwood Company, LLC, and
Marathon Structured Finance Fund L.P., the Debtors' DIP Lender and
Agent under the DIP Credit Facility.  The Official Committee of
Unsecured Creditors supported the Settlement, but is not a
signatory to the agreement.

The Settlement represents a comprehensive approach to the
resolution of the issues that separated the major stakeholders in
the Debtors' Chapter 11 cases, and helps pave the way for the
confirmation of a Plan of Reorganization for the Debtors.

The TCR related on May 16 that Bank of New York notified the Court
that Sierra Pacific Industries made an offer to buy the PALCO
mill, the related cogeneration plant, and related working capital
for roughly $45 million.  Sierra Pacific has committed to make
major capital expenditures to enhance the performance of the
existing Scotia Mill and to construct and reconstruct the
facility.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.  (Scotia/Pacific Lumber Bankruptcy News, Issue No. 60;
http://bankrupt.com/newsstand/or 215/945-7000).  


PACIFIC LUMBER: Scopac Board Appoints Barrett as Interim CEO
------------------------------------------------------------
Scotia Pacific Company, LLC, notified the U.S. Bankruptcy Court
for the Southern District of Texas on May 23, 2008, that certain
of its officers, including its chief executive officer, resigned
from their positions.  J. Kent Friedman also resigned as a member
of Scopac's board of managers.

Wendy K. Laubach, Esq., at Diamond McCarthy LLP, in Houston,
Texas, tells the Court that in accordance with the terms of
Scopac's operating agreement, the Scopac Board selected Dr.
Jeffrey C. Barrett, former vice president of Scopac, to serve as
a member of the Board.

The Scopac Board also retained Dr. Barrett as the company's
interim chief executive officer effective as of May 5, 2008.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.

The Debtors have sought approval of a global Plan settlement
agreement they entered into on May 1, 2008, with MAXXAM Inc.,
MAXXAM Group Inc., MAXXAM Group Holdings Inc., Mendocino Redwood
Company, LLC, and Marathon Structured Finance Fund L.P., the
Debtors' DIP Lender and Agent under the DIP Credit Facility.  The
Official Committee of Unsecured Creditors supported the
Settlement, but is not a signatory to the agreement.  The
Settlement represents a comprehensive approach to the resolution
of the issues that separated the major stakeholders in the
Debtors' Chapter 11 cases, and helps pave the way for the
confirmation of a Plan of Reorganization for the Debtors.

(Scotia/Pacific Lumber Bankruptcy News, Issue No. 60;
http://bankrupt.com/newsstand/or 215/945-7000).


PACIFIC LUMBER: Scopac Hires Xroads as Financial Advisors
---------------------------------------------------------
Scotia Pacific Company LLC sought and obtained authority from the
U.S. Bankruptcy Court for the Southern District of Texas to
employ:

   (a) XRoads Solutions Group, LLC, as its financial advisors;

   (b) John T. Young, Jr., a principal of XRoads, as its interim
       chief financial officer of effective as of May 14, 2008.

Certain officers of Scopac, including its chief financial
officer, Gary Clark, resigned from their posts on May 1, 2008.  
Their resignations in the midst of the Debtors' confirmation
hearings have left a vacuum that Scopac must immediately fill,
Dr. Jeffrey Barrett, the newly appointed chief executive officer
of Scopac, says.

The Court has previously authorized the Debtors to retain XRoads
and Mr. Young to provide them financial and accounting services.  
XRoads will continue to provide those services.  However, Mr.
Young has gained expertise during that engagement with respect to  
Scopac's financial condition and operations that makes him
ideally suited to immediately assume the duties of interim CFO,
Dr. Jarrett asserts.

Dr. Jarrett relates that Scopac's board of managers selected Mr.
Young because of his extensive experience and knowledge in  
corporate reorganizations and debt restructuring.

Judge Richard Schmidt accordingly approved a retention agreement
between Scopac and XRoads which provides that Mr. Young will serve
as Scopac's interim CFO, but may be replaced by mutual agreement
of both Scopac and XRoads.  

XRoads will charge Scopac for Mr. Young's services and the
services of other necessary XRoads officers in accordance with
the firm's customary hourly rates:

   Professional                                 Hourly Rate
   ------------                                 -----------
   Principals, including Mr. Young                  $450
   Managing Directors, Directors, Consultants       $365

Mr. Young's enhanced duties as chief financial officer for Scopac
justify the increase of his hourly rate to $450 per hour, Dr.
Barrett states.

The XRoads professionals will also be reimbursed of actual and
necessary expenses they will incur in relation to the
contemplated services.

Mr. Young assures the Court that he and XRoads are "disinterested
person[s]" within the meaning of Section 101(14) of the
Bankruptcy Code.

Accordingly, Judge Schmidt amended his XRoads Employment Order
dated April 24, 2007, to limit the scope of Mr. Young's role in
support of PALCO, Britt Lumber Co., Inc., Salmon Creek LLC and
Scotia Inn Inc., to the preparation of monthly operating reports
only.

                     About Pacific Lumber

Based in Oakland, California, The Pacific Lumber Company --
http://www.palco.com/-- and its subsidiaries operate in several
principal areas of the forest products industry, including the
growing and harvesting of redwood and Douglas-fir timber, the
milling of logs into lumber and the manufacture of lumber into a
variety of finished products.

Scotia Pacific Company LLC, Scotia Development LLC, Britt Lumber
Co., Inc., Salmon Creek LLC and Scotia Inn Inc. are wholly owned
subsidiaries of Pacific Lumber.

Scotia Pacific, Pacific Lumber's largest operating subsidiary, was
established in 1993, in conjunction with a securitization
transaction pursuant to which the vast majority of Pacific
Lumber's timberlands were transferred to Scotia Pacific, and
Scotia Pacific issued Timber Collateralized Notes secured by
substantially all of Scotia Pacific's assets, including the
timberlands.

Pacific Lumber, Scotia Pacific, and four other subsidiaries filed
for chapter 11 protection on Jan. 18, 2007 (Bankr. S.D. Tex. Case
Nos. 07-20027 through 07-20032).  Jack L. Kinzie, Esq., at Baker
Botts LLP, is Pacific Lumber's lead counsel.  Nathaniel Peter
Holzer, Esq., Harlin C. Womble, Jr., Esq., and Shelby A. Jordan,
Esq., at Jordan Hyden Womble Culbreth & Holzer PC, is Pacific
Lumber's co-counsel.  Kathryn A. Coleman, Esq., and Eric J.
Fromme, Esq., at Gibson, Dunn & Crutcher LLP, acts as Scotia
Pacific's lead counsel.   Kyung S. Lee, Esq., Esq., at Diamond
McCarthy LLP is Scotia Pacific's co-counsel, replacing Porter &
Hedges LLP.  John D. Fiero, Esq., at Pachulski Stang Ziehl & Jones
LLP, represents the Official Committee of Unsecured Creditors.

When Pacific Lumber filed for protection from its creditors, it
listed estimated assets and debts of more than $100 million.
Scotia Pacific listed total assets of $932,000,000 and total debts
of $765,978,335.

The Debtors filed their Joint Plan of Reorganization on Sept. 30,
2007, which was amended on Dec. 20, 2007.  Four other parties-in-
interest have filed competing plans for the Debtors -- The Bank of
New York Trust Company, N.A., as Indenture Trustee for the Timber
Notes; the Official Committee of Unsecured Creditors; Marathon
Structured Finance Fund L.P, the Debtors' DIP Lender and Agent
under the DIP Credit Facility; and the Heartlands Commission,
which represents the tribal members of the Bear River Band of
Rohnerville Rancheria and PALCO employees.

The Debtors' exclusive plan filing period expired on Feb. 29,
2008.

The Debtors have sought approval of a global Plan settlement
agreement they entered into on May 1, 2008, with MAXXAM Inc.,
MAXXAM Group Inc., MAXXAM Group Holdings Inc., Mendocino Redwood
Company, LLC, and Marathon Structured Finance Fund L.P., the
Debtors' DIP Lender and Agent under the DIP Credit Facility.  The
Official Committee of Unsecured Creditors supported the
Settlement, but is not a signatory to the agreement.  The
Settlement represents a comprehensive approach to the resolution
of the issues that separated the major stakeholders in the
Debtors' Chapter 11 cases, and helps pave the way for the
confirmation of a Plan of Reorganization for the Debtors.

(Scotia/Pacific Lumber Bankruptcy News, Issue No. 60;
http://bankrupt.com/newsstand/or 215/945-7000).


PAPPAS TELECASTING: Lender Wants Court to Appoint Ch. 11 Trustee
----------------------------------------------------------------
Fortress Credit Corp., as administrative agent to the lenders
under a prepetition credit agreement with Pappas Telecasting
Incorporated and its debtor-affiliates, asks the United States
Bankruptcy Court for the District of Delaware to immediately
appoint a Chapter 11 trustee in the Debtors' bankruptcy cases.

Fortress alleges that the Debtors' chief executive officer Harry
J. Pappas is using these proceedings in attempt to:

   i) preserve his equity interest in the Debtors;

  ii) convert the lender's cash, and loan it to the Debtors as  
      junior debtor-in-possession financing; and

iii) avoid exposure on a $30 million personal guaranty at the
      expense of his fiduciary obligations to the constituencies
      of these cases.

As reported in the Troubled Company Reporter on May 19, 2008,
Mr. Pappas and his wife Stella was the subject of a petition for
Chapter 7 liquidation filed by creditors before the Court.  The
petitioning Creditors -- including Fortress Credit Opportunites I
LP, Fortress Credit Opportunites II LP, Ableco Finance LLC and
Silver Oak Capital -- asked the Court, among other things, to
limit Mr. Pappas' use of funds.

John H. Knight, Esq., at Richards Layton & Finger, P.A., in
Wilmington, Delaware, said lenders who hold majority interest in
the Debtor, have lost confidence in Mr. Pappas.  Mr. Pappas has
thrown up roadblock after roadblock to impair the lenders' ability
to sell their collateral, Mr. Knight notes.

As long as Mr. Pappas remains in control of the Debtors, Fortress
will not authorize the Debtors to use its cash collateral, Mr.
Knight relates.

According to Fortress, at Mr. Pappas' direction, the Debtors
borrowed $284 million -- $30 million of which was guaranteed by
Mr. Pappas -- under a prepetition credit agreement dated March 1,
2006, as amended, on a promise that he would sell several stations
to repay $100 million of the loan principal and dispose of more
stations to settle the remaining debt.

The Debtors are currently in default under the credit agreement
agreement, Fortress says.  The Debtors' current debt obligations
is $303,574,665 plus additional accrued and unpaid interest.

Fortress believe that the appointment of a Chapter 11 trustee is
the best alternative to preserve the value of the estate.  The
Chapter 11 trustee is expected to undertake an expeditious sale of
the Debtors' assets for the benefit of creditors.

Michael Luskin, Esq., at Luskin, Stern Eisler LLP in New York,
represents Mr. Pappas and his wife.

A hearing is set for June 4, 2008, at 2:00 p.m., Eastern Time, to
consider Fortress' request.  Objections, if any, are due May 30,
2008, at 4:00 p.m., Eastern Time.

                     About Pappas Telecasting

Fresno, California-based Pappas Telecasting, Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26 -- http://www.pappastv.com/-- and    
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  The Debtors selected
Administar Services Group LLC as claims and noticing agent.  The
U.S. Trustee for Region 3 appointed seven creditors to serve on
an Official Committee of Unsecured Creditors.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.


PATRICIA BERKELEY: Case Summary & 9 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Patricia Naomi Berkeley
        520 Laurelton Blvd.
        Long Beach, NY 11561

Bankruptcy Case No.: 08-72095

Chapter 11 Petition Date: April 28, 2008

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Hugh L. Rothbaum, Esq.
                  450 Seventh Avenue, Suite 808
                  New York, NY 10123
                  Tel: (212) 279-7300
                  e-mail: hughrothbaum@aol.com

Total Assets: $1,280,800

Total Debts:  $1,258,202

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

          http://bankrupt.com/misc/nyeb08-72095.pdf


PATRICK JONES: Case Summary & 11 Largest Creditors
--------------------------------------------------
Debtor: Patrick G. Jones
        221 The Lane
        Hinsdale, IL 60521

Bankruptcy Case No.: 08-10380

Chapter 11 Petition Date: April 25, 2008

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Philip A Igoe, Esq.
                  Law Offices of Phillip A Igoe
                  221 N LaSalle St
                  Chicago, IL 60601
                  Tel: 312 372-4298
                  Fax: 312 372-5147
                  e-mail: bkcourtreport@sbcglobal.net

Estimated Assets: $1,00,001 to $10,000,000

Estimated Debts:  $1,00,001 to $10,000,000

A copy of the Debtor's petition and a list of its 11 largest
creditors is available for free at:

          http://bankrupt.com/misc/ilnb08-10380.pdf


PETER TOLL: Case Summary & 18 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Peter M. Toll
        Pandora M. Toll
          aka Pandora J. Mazzo Toll
        1800 Oak Lane
        Reading, PA 19604

Bankruptcy Case No.: 08-20940

Chapter 11 Petition Date: May 6, 2008

Court: Eastern District of Pennsylvania (Reading)

Debtor's Counsel: Joseph T. Bambrick, Jr., Esq.
                  529 Reading Avenue, Suite K
                  West Reading, PA 19611
                  Tel: (610) 372-6400
                  e-mail: NO1JTB@juno.com

Estimated Assets: $1,00,001 to $10,000,000

Estimated Debts:  $1,00,001 to $10,000,000

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

          http://bankrupt.com/misc/paeb08-20940.pdf


PHILLIP PHILLIPS: Case Summary & 11 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Phillip Wittiker Phillips, III
          dba PMB (Phillip,Melani,Brittany) Property Investment
          dba PWE (Phillip Wittiker Edwards) Property Investment
          dba Philmo Painting Company
        118 Fir Court
        Hercules, CA 94547

Bankruptcy Case No.: 08-42006

Chapter 11 Petition Date: April 24, 2008

Court: Northern District of California (Oakland)

Debtor's Counsel: Claude Dawson Ames, Esq.
                  Law Offices of Claude D. Ames
                  3776 Shafter Ave.
                  P.O. Box 11199
                  Oakland, CA 94609
                  Tel: (510) 652-1300
                  e-mail: claudeames@aol.com

Total Assets: $11,467,500

Total Debts:  $8,223,726

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

          http://bankrupt.com/misc/canb08-42006.pdf


PRC LLC: Wants to Reject BGTX Lease; BGTX Files Damage Claim
------------------------------------------------------------
PRC LLC and its debtor-affiliates sought permission from the U.S.
Bankruptcy Court for the District of Delaware to reject, effective
July 31, 2008, their seven-year commercial lease with BGTX Project
L.P. for an office space located at 3350 Boyington, in Carrolton,
Texas.

On April 28, 2008, BGTX Project filed a proof of claim for
$875,000 in damages to the Leased Premises, including damage to
certain property to which BGTX Project asserts a direct ownership
interest.

According to BGTX Project agent Carlos Villareal, BGTX Project
has not received a notice from the Debtors regarding their intent
to sell or dispose of any of the property located within the
Carrolton Premises.  Mr. Villareal notes that the Carrolton Lease
provides that, "on the last day of the term . . . or any sooner
termination, Tenant shall surrender the Premises . . . to the
Landlord in the same condition as received, ordinary wear and
tear and casualty damage excepted, clean and free of debris and
Tenant's personal property, trade fixtures and equipment . . . .
Tenant shall repair any damage to the Premises occasioned by the
installation or removal of Tenant's trade fixtures, furnishings
and equipment."

Accordingly, BGTX Project asks the Court to condition rejection
of the Carrolton Lease on the Debtors' confirmation and provision
of adequate protection that they:

   (i) will leave the Premises in good condition and repair;

  (ii) repair any damage to the Premises occasioned by the
       installation or removal of their trade fixtures,
       furnishings and equipment; and

(iii) comply with their obligation under the Lease and the
       Bankruptcy Code.

                       Debtors Talk Back

The Debtors, having investigated BGTX Project's allegations about
lease violations and property damage, have determined that they
are neither accurate nor true, Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, in Houston, Texas, says.  The Debtors
maintain that they are current on all of their rental
obligations.  In addition, the Debtors inform the Court that they
are unaware of any postpetition physical damage to the property,
other than some drywall that was patched and painted and a
parking-lot lamp that was repaired recently after inclement
weather.

The Debtors further aver that they are not bound to comply with
the lease surrender provisions triggered at the termination of
the lease because, as Mr. Perez points out, "[i]t is well
established in the Second Circuit and elsewhere that rejection
operates as a breach, rather than a termination, of a lease or
contract.  Upon rejection, the estate is freed from the
obligation to perform under a lease, and the landlord is given a
prepetition claim for the damages resulting from the Debtors'
deemed breach of the lease."

The only support offered by BGTX Project for its arguments about
property damage concern a statutory lien for rent, Mr. Perez
points out.  Although BGTX Project cites no legal authority,
Section 54.021 of the Texas Property Code creates a "preference
lien on the property of the tenant or subtenant in the building
for rent that is due and for rent that is to become due . . . ."  
Section 545(3) of the Bankruptcy Code, however, makes these liens
for rent unenforceable against the estate, he says.  Moreover,
parties cannot recover administrative expenses based on the
theory that the estate has received a benefit from the property
subject to a statutory lien for rent, Mr. Perez contends.

Accordingly, the Debtors ask the Court to overrule BGTX Project's
objection to the rejection motion.

                          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)


RALPH DAY: Voluntary Chapter 11 Case Summary
--------------------------------------------
Debtor: Ralph M Day, Sr.
        15 Christie Street
        Demarest, NJ 07627

Bankruptcy Case No.: 08-18384

Chapter 11 Petition Date: May 6, 2008

Court: District of New Jersey (Newark)

Debtor's Counsel: Stuart D. Gavzy
                  163 East Main Street, Suite B
                  Little Falls, NJ 07424
                  Tel: 973-256-6080
                  Fax: 973-256-3665
                  e-mail: mainmail@gavzylaw.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.


RASHIDA RAY: Case Summary & 5 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Rashida A. Ray
        P.O Box 17064
        Chicago, IL 60617

Bankruptcy Case No.: 08-11645

Chapter 11 Petition Date: May 8, 2008

Court: Northern District of Illinois (Chicago)

Judge: John H. Squires

Debtor's Counsel: Paul M. Bach, Esq.
                  Law Offices of Paul M. Bach
                  1955 Shermer Road, Suite 150
                  Northbrook, IL 60062
                  Tel: 847 564-0808
                  Fax: 847 564-0985
                  e-mail: paul@bachoffices.com

Total Assets: $1,640,000

Total Debts:  $1,701,300

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

          http://bankrupt.com/misc/ilnb08-11645.pdf


RICHARD J. LEWIS: Case Summary & 8 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Richard J. Lewis, III
        9701 Fair Oaks Blvd, 2nd Fl
        Fair Oaks, CA 95628

Bankruptcy Case No.: 08-26007

Chapter 11 Petition Date: May 8, 2008

Court: Eastern District of California (Sacramento)

Judge: Hon. Robert S. Bardwil

Debtor's Counsel: Stephen M. Reynolds, Esq.
                  PO Box 1917
                  Davis, CA 95617-1917
                  Tel: (530) 297-5030

Total Assets: $2,850,881

Total Debts:  $2,556,025

A copy of the Debtor's petition and list of its eight largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/caeb08-26007.pdf


RICHARD OVERSTREET: Case Summary & 10 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtors: Richard Allan Overstreet
         Esther Ridgeway Overstreet
         309 Loring Mill Rd.
         Sumter, SC 29150

Bankruptcy Case No.: 08-02339

Chapter 11 Petition Date: April 18, 2008

Court: District of South Carolina (Columbia)

Judge: David R. Duncan

Debtor's Counsel: Reid B. Smith, Esq.
                  1712 St Julian Place
                  PO Box 5537
                  Columbia, SC 29250
                  Tel: 803-779-2255
                  e-mail: reid@pricebirdsmithpa.com

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

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

A copy of the Debtor's petition and list of its 10 largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/scb08-02339.pdf


RITE AID: Prices $150 Million Offering of 8.5% Convertible Notes
----------------------------------------------------------------
Rite Aid Corporation disclosed the terms of an offering of
$150 million aggregate principal amount of 8.5% convertible notes
due 2015, pursuant to an effective shelf registration statement
filed with the Securities and Exchange Commission.

Rite Aid has granted the underwriter an option to purchase up to
an additional $8 million in aggregate principal amount of the
notes to cover over-allotments.

Rite Aid will deliver shares of its common stock to satisfy any
future conversion of the notes.  The initial conversion rate for
the notes will be 386.3614 shares of Rite Aid common stock and
represents approximately a 27.5% conversion premium over the last
reported sale price of Rite Aid common stock on May 22, 2008,
which was $2.03 per share.

The conversion rate and the conversion price will be subject to
adjustment in certain events, such as dividends or stock splits.
The transaction is expected to close on or about May 29, 2008,
subject to customary closing conditions.

Interest on the notes will be payable semiannually in arrears on
May 15 and November 15 of each year, beginning Nov. 15, 2008.  The
notes will mature on May 15, 2015, unless converted or repurchased
in accordance with their terms prior to such date.

The notes will be Rite Aid's unsecured, unsubordinated obligations
and will rank equally in right of payment with all of Rite Aid's
other unsubordinated indebtedness.  The notes are not redeemable
by Rite Aid prior to the maturity date.

Rite Aid intends to use the net proceeds of the offering to redeem
its 6.125% Senior Notes due 2008 in accordance with their terms.

The offering is being lead managed by Citi.  Copies of the
prospectus and prospectus supplement related to the offering may
be obtained from:

     Citi
     Brooklyn Army Terminal
     140 58th Street, 8th Floor
     Brooklyn, New York 11220
     Tel. (718) 765-6732

                    About Rite Aid Corporation

Headquartered in Camp Hill, Pennsylvania, Rite Aid Corporation
(NYSE: RAD) -- http://www.riteaid.com/-- is a drugstore chain      
with more than 5,000 stores in 31 states and the District of
Columbia.


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.


ROBERT NICOLETTI: Case Summary & 16 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Robert A. Nicoletti
        1125 East Oxbow Circle
        Paulden, AZ 86334

Bankruptcy Case No.: 08-05288

Chapter 11 Petition Date: May 7, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Pernell W. McGuire, Esq.
                  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: $4,140,685

Total Debts:  $4,976,544

A copy of the Debtor's petition and a list of its 16 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/azb08-05288.pdf


RODOLFO MARROCCO: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Rodolfo Daniel Marrocco
          aka Rudy D Marrocco
          aw  Choice Universe Investment Inc.
        8311 Sale Ave
        West Hills, CA 91304

Bankruptcy Case No.: 08-12686

Chapter 11 Petition Date: April 29, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Geraldine Mund

Debtor's Counsel: Steven A Wolvek, Esq.
                  23901 Calabasas Rd, Ste 1063
                  Calabasas, CA 91302
                  Tel: 818-227-3379

Total Assets: $1,444,350

Total Debts:  $1,714,617

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

          http://bankrupt.com/misc/cacb08-12686.pdf


ROGER PRIETO: Case Summary & 15 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Roger Joseph Prieto, Jr.
        5928 Harbor View Ave.
        San Pablo, CA 94806

Bankruptcy Case No.: 08-42275

Chapter 11 Petition Date: May 8, 2008

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Marc Voisenat
                  1330 Broadway #1035
                  Oakland, CA 94612
                  Tel: (510) 272-9710
                  e-mail: voisenat@msn.com

Total Assets: $1,869,150

Total Debts:  $2,454,524

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

          http://bankrupt.com/misc/canb08-42275.pdf


ROSALINA JOHNS: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Rosalina Johns
        34 Plantation Drive
        Atlanta, GA 30324

Bankruptcy Case No.: 08-67664

Chapter 11 Petition Date: April 25, 2008

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Sims W. Gordon, Jr.
                  Gordon & Boykin
                  1180 Franklin Road, SE, Suite 101
                  Marietta, GA 30067
                  Tel: (770) 612-2626
                  e-mail: atllaw06@msn.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.


RPM TECH: March 31 Balance Sheet Upside-Down by $1,961,426
-------------------------------------------------------------
RPM Technologies Inc.'s consolidated balance sheet at March 31,
2008, showed $2,979,499 in total assets and $4,940,925 in total
liabilities, resulting in a $1,961,426 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $978,685 in total current assets
available to pay $4,940,925 in total current liabilities.

The company reported a net loss of $410,896, on revenues of
$651,120, for the first quarter ended March 31, 2008, compared
with a net loss of $520,218, on revenues of $768,435, 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?2c93

                     Going Concern Disclaimer

Frank L. Sassetti & Co., in Oak Part, Ill., expressed substantial
doubt about RPM Technologies 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 said that the company  
has sustained operating losses and accumulated deficit.  The
auditing firm added that the company has current liabilities in
excess of current assets.

                      About RPM Technologies

Headquartered in Mokena, Illinois, RPM Technologies Inc. (OTC BB:
RPMM) --http://rpmplasticpallets.com/-- is engaged in the  
business of developing, producing through subcontract
manufacturers, marketing and selling plastic pallets and other
material-handling products throughout the United States, Canada
and South America.


SALVATORE AQUILATOR: Case Summary & 11 Largest Unsecured Creditors
------------------------------------------------------------------
Debtors: Salvatore J. Aquilato
         Angela Aquilato
         29 Wilderness Trail
         Carmel, NY 10512

Bankruptcy Case No.: 08-35960

Chapter 11 Petition Date: May 5, 2008

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Andrea B. Malin, Esq.
                  Genova & Malin
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265
                  e-mail: genmallaw@optonline.net

Total Assets: $1,255,018

Total Debts:  $1,228,631

A copy of the Debtors' petition and a list of their 11 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/nysb08-35960.pdf


SARATOGA RESOURCES: March 31 Balance Sheet Upside-Down by $845,606
------------------------------------------------------------------
Saratoga Resources Inc.'s consolidated balance sheet at March 31,
2008, showed $1,097,429 in total assets and $1,927,268 in total
liabilities, resulting in a $845,606 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $49,402 in total current assets
available to pay $1,927,268 in total current liabilities.

The company reported a net loss of $215,847, on oil and gas sales
of $30,920, for the first quarter ended March 31, 2008, compared
with a net loss of $22,124, on oil and gas sales of $6,486, 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?2c8f

                          Going Concern

Saratoga had a cash balance of approximately $184 and a working
capital deficit of approximately $1,877,866 at March 31, 2008.
Saratoga during 2008 had limited capital resources and limited
operating revenues to support its overhead.  

Saratoga is dependent upon its principal shareholder to provide
financing to support operations and ongoing cost control measures
to minimize negative cash flow.  

                     About Saratoga Resources

Based in Austin, Texas, Saratoga Resources Inc. (OTC BB: SROE) is
an oil and gas development, exploration and production company.  
The company's operations and operating assets are focused in the
U.S. gulf coast region.


SEAENA INC: March 31 Balance Sheet Upside-Down by $1,915,314
-------------------------------------------------------------
Seaena Inc.'s consolidated balance sheet at March 31, 2008, showed  
$4,227,304 in total assets and $6,142,618 in total liabilities,
resulting in a $1,915,314 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,146,190 in total current assets
available to pay $6,142,618 in total current liabilities.

The company reported a net loss of $738,043, on revenue of
$649,060, for the first quarter ended March 31, 2008, compared
with a net loss of $864,372, on revenue of $795,689, 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?2c8d

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 14, 2008,
Weaver & Martin LLC, in Kansas City, Mo., expressed substantial
doubt about Seaena 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 and negative cash flows from
operations.

                        About Seaena Inc.

Seaena Inc. (OTC BB: SEAI.OB) fka Crystalix Group International
Inc. -- http://www.seaena.com/-- manufactures, distributes, and   
markets laser subsurface engraved optical-quality glass products.


SECURITY CAPITAL: Names Elizabeth Keys as Chief Financial Officer
-----------------------------------------------------------------
Security Capital Assurance appointed Elizabeth A. Keys as chief
financial officer and senior vice president effective June 1,
2008.  

Ms. Keys will succeed David P. Shea who will depart from the
company to pursue other opportunities.  Mr. Shea will serve as an
advisor to the company until June 15, 2008, to help with the
transition of responsibilities.

"On behalf of all of us at SCA, I want to thank [Mr. Shea] for his
many contributions to the company since 2003, Paul S. Giordano,
SCA's president and chief executive officer, said.  "In
particular, [Mr. Shea] was instrumental in helping the company
execute its initial public offering in 2006.  We wish him all the
best in his future endeavors."

As chief financial officer, Ms. Keys will be responsible for
managing the finance function, overseeing and directing financial
accounting, short-term business planning, budgeting and long-range
forecasting, and directing the treasury and investments operation.  
She will report directly to Mr. Giordano and serve on the
company's executive management committee.

Capital management activities, rating agency relationships and
corporate strategy initiatives will continue to be managed by
executive vice president and head of corporate strategy, Claude
LeBlanc.

"As a senior member of SCA's finance team, [Ms. Keys] has played
an integral role in the development of our financial capabilities,
including business planning, forecasting, expense control and
management of other financial metrics," Mr. Giordano added.  "I
look forward to collaborating with [Ms. Keys] on ways to address
the challenges facing the company."

Since August 2006, Ms. Keys has served as SCA's managing director,
head of financial planning and analysis.  In this role, she
established and led the financial planning and analysis function
of SCA and its subsidiaries.  

Prior to her recent role, Ms. Keys served as the chief financial
officer of XL Capital Assurance Inc., a subsidiary of SCA.  In
that position, she was responsible for all aspects of XLCA's
financial activities, including financial accounting and reporting
and strategic and business planning.

Before joining XLCA in 2005, Ms. Keys served as controller for
GMAC Commercial Finance, a subsidiary of General Motors Acceptance
Corp, where she was responsible for the division's quarterly
reporting, balance sheet management, development and monitoring of
corporate accounting policies and Sarbanes-Oxley compliance.  

Prior to her role as GMAC Commercial Finance's controller,
Ms. Keys held numerous positions of increasing responsibility in
General Motors Corporation's finance department from 1997 to 2004.  

Prior to joining General Motors, Ms. Keys spent six years as an
auditor at Deloitte and Touche LLP's Singapore and Detroit offices
where she was responsible for coordinating and executing audits
and due diligence procedures for large multinational corporations.

Ms. Keys received her B.S. in Accounting from Boston College's
Wallace E. Carroll School of Management and her M.B.A., under a
Fellowship, from the Alfred P. Sloan School of Management at
M.I.T.

                     About Security Capital

Based in Hamilton, Bermuda, Security Capital Assurance Ltd. (NYSE:
SCA) -- http://www.scafg.com-- is a holding company whose primary     
operating subsidiaries, XL Capital Assurance Inc. and XL Financial
Assurance Ltd, provide credit enhancement and protection products
to the public finance and structured finance markets throughout
the United States and internationally.  

                          *     *     *

As reported by the TCR on April 2, 2008, Standard & Poor's Rating
Services lowered its rating on Security Capital Assurance Ltd's
series A perpetual noncumulative preference shares to 'D' from
'C'.  At the same time, Standard & Poor's removed the rating from
CreditWatch with negative implications.  The rating action follows
the company's failure to make its March 31, 2008, dividend
payment.


SECURITY WITH ADVANCED: Posts $1,379,772 Net Loss in 2008 1st Qtr.
------------------------------------------------------------------
Security with Advanced Technology Inc. reported a net loss of
$1,379,772, on net sales of $226,076, for the first quarter ended
March 31, 2008, compared with a net loss of $3,227,489, on net
sales of $152,320, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$8,974,569 in total assets, $1,745,028 in total liabilities, and
$7,229,541 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?2cac

                     Going Concern Disclaimer

GHP Horwath, P.C., in Denver, expressed substantial doubt about
Security with Advanced Technology 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 the company did not generate significant revenues in
2007, reported a net loss of approximately $21,887,000 and
consumed cash in operating activities of approximately $9,223,000,
for the year ended Dec. 31, 2007.

                  About Security With Advanced

Headquartered in Westminster, Colo., Security With Advanced
Technology Inc. (Nasdaq: SWAT) -- http://www.swat-systems.com/--    
provides critical, high-tech security products and services, which
include non-lethal protection devices, tactical training services,
surveillance and intrusion detection systems and mobile digital
video surveillance solutions.  SWAT's products and services are
designed for government agencies, military and law enforcement, in
addition to transportation, commercial facilities and non-lethal
personal protection segments.


SHANDONG ZHOUYUAN: Earns $142,839 in 2008 First Quarter
-------------------------------------------------------
Shandong Zhouyuan Seed & Nursery Co. Ltd. reported net income of
$142,839, on total revenue of $268,055, for the first quarter
ended March 31, 2008, compared with a net loss of $74,501, on
total revenue of $188,936, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$3,584,166 in total assets, $2,700,140 in total liabilities,
$440,307 in minority interest, and $443,719 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?2c9b

                     Going Concern Disclaimer

Kempisty & Company, in New York, expressed substantial doubt about
Shandong Zhouyuan Seed & Nursery Co. Ltd.'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 had net losses of $813,341 and
$322,586 for the years ended Dec. 31, 2007, and 2006,
respectively; and an accumulated deficit of $2,636,401 at Dec. 31,
2007.  The auditing firm added that the company was in default on
its bank loans as of Dec. 31, 2007.

As of March 31, 2008, the company had only $2,714 in liquid
assets, and only $32,795 in accounts receivable.  At the same time
the company is in default on bank loans and interest payments
totaling $1,536,403.  The company said that negotiations are
ongoing with respect to a restructuring of the debt.

                     About Shandong Zhouyuan

Shandong Zhouyuan Seed and Nursery Co. Ltd. (OTC BB: SZSN) --
http://www.chinaseedcorp.com/-- was originally incorporated in  
the State of North Carolina.  The company, through its
consolidated subsidiary, Shandong Zhouyuan Seed and Nursery Co.
Ltd., a company formed under the laws of the People's Republic of
China, is engaged in the business of developing, distributing and
selling agricultural seeds in China.

The company's executive offices are located at Laizhou, Shandong
Province, People's Republic of China.  


SOLOMON TECH: March 31 Balance Sheet Upside-Down by $6,144,587
--------------------------------------------------------------
Solomon Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $9,094,518 in total assets and $15,239,105
in total liabilities, resulting in a $6,144,587 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $3,925,157 in total current assets
available to pay $15,239,105 in total current liabilities.

The company reported a net loss of $1,422,668, on net sales of
$2,490,784, for the first quarter ended March 31, 2008, compared
with a net loss of $3,047,232, on net sales of $1,431,597, 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?2cad

                     Going Concern Disclaimer

Eisner LLP, in New York, expressed substantial doubt about Solomon
Technologies 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 incurred significant recurring operating losses, has a
working capital deficit and capital deficit, is delinquent in the
payment of payroll taxes and balances to certain employees, and is
in default of certain notes and debentures.

                    About Solomon Technologies

Tarpon Springs, Florida Solomon Technologies Inc. (OTC BB:
SOLM.OB) -- http://www.solomontechnologies.com/-- through its      
Motive Power and Power Electronics divisions, develops, licenses,
manufactures and sells precision electric power drive systems.


SUNSHINE PROPERTIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Sunshine Properties, L.L.C.
        835 Fifth Avenue, Suite 301
        San Diego, CA 92101

Bankruptcy Case No.: 08-32989

Chapter 11 Petition Date: May 6, 2008

Court: Southern District of Texas (Houston)

Judge: Wesley W. Steen

Debtor's Counsel: Matthew Scott Okin, Esq.
                  Email: mokin@okinadams.com
                  Okin & Adams, LLP
                  1113 Vine St., Ste. 201
                  Houston, TX 77002
                  Tel: (713) 228-4100
                  Fax: (888) 865-2118

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

Debtor's 20 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
David                          Trade debt            $17,427
Alex Carpet Care
15306 E. Westwood Circle
Houston, TX 77071
Tel: (713) 272-8985

Redi Carpet                    Trade debt            $7,654
P.O.Box 973915
Dallas, TX 75397
Tel: (281) 240-2500

Gexa Energy Corp.              Trade debt            $7,479
Attn: Thomas Sullivan
P.O. Box 659410
San Antonio, TX 78265

Network Communications, Inc.   Trade debt            $6,259

Alex Painting and Services     Trade debt            $6,160

Centerpoint Energy-Entex       Utility               $6,058

Alfred Painting & Carpet       Trade debt            $5,260
Cleaning

Orion Real Estate Services,    Property Management   $5,000
Inc.                           Agreement

Enviroteam                     Trade debt            $3,464

AAA Plumbers                   Trade debt            $3,427

Sherwin-Williams Co.           Trade debt            $3,187

Wilmar Industries, Inc.        Trade debt            $3,070

Access Electric, Inc.          Trade debt            $2,514

Century Air Conditioning       Trade debt            $2,468

Maintenance Supply             Trade debt            $2,303
Headquarters, L.P.

Findit                         Trade debt            $1,740

Resident Data, Inc.            Trade debt            $1,441

United Painting Co.            Trade debt            $1,057

Elite Waste Industries         Trade debt            $906

The Rasa Group, Inc.           Trade debt            $862


TAMI GARVIN: Case Summary & 15 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tami D Powell Garvin
        16 Oratam Road
        Upper Saddle River, NJ 07458

Bankruptcy Case No.: 08-18092

Chapter 11 Petition Date: May 1, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Santo J. Bonanno
                  1430 Route 23 North
                  Wayne, NJ 07470
                  Tel: 973-686-9060
                  e-mail: santobonanno@optonline.net

Total Assets: $1,503,300

Total Debts:  $1,745,398

A copy of the Debtor's petition and a list of its 15 largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/njb08-18092.pdf


THOMAS COLEMAN: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtors: Thomas B. Coleman
         Mayada K. Coleman
         4002 Townsville Circle
         Missouri City, TX 77459

Bankruptcy Case No.: 08-32850

Chapter 11 Petition Date: May 5, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Calvin C Braun, Esq.
                  Adair & Myers, P.L.L.C.
                  3120 Southwest Freeway, Suite 320
                  Houston, TX 77098
                  Tel: 713-522-2270
                  Fax: 713-522-3222
                  e-mail: bkcourt@am-law.com

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

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

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


THOMAS ROWAN: Case Summary & 11 Largest Unsecured Creditors
-----------------------------------------------------------
Debtors: Thomas Rowan
         Kathryn Agnes Rowan
         4842 E. Marilyn Rd
         Scottsdale, AZ 85254

Bankruptcy Case No.: 08-03954

Chapter 11 Petition Date: April 10, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtors' Counsel: STANFORD E. LERCH
                  LERCH & DEPRIMA PLC
                  4000 N SCOTTSDALE RD STE 107
                  SCOTTSDALE, AZ 85251
                  Tel: 480-212-0700
                  Fax: 480-212-0705
                  e-mail: slerch@ldlawaz.com

Total Assets: $2,024,391

Total Debts:  $1,939,600

A copy of the Debtors' petition and a list of their 11 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/azb08-03954.pdf


THOMAS SCHWARTZ: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtors: Thomas Schwartz
           asf 408 W. 3rd Street, LLC
           asf 57332 790th Ave., LLC
           asf Niche Marketing, Inc.
           asf 57543 226th Street, LLC
           asf 72896 410th Street, LLC
           asf Space Dog Investments, LLC
           asf 1235 Roberts Rd SW, LLC
           asf Home Ownership Solutions, Inc.
           asf 86388 440th Street, LLC
           asf 216 Colfax NE, LLC
           asf Lakeside DR Lot 2, LLC
           asf 12364 Drake St NW, LLC
           asf Home Ownership Group, Inc.
           asf 515 Adams St., LLC
           asf 40134 Co Rd 4, LLC
           asf 2749 36th Ave., LLC
           asf 725 Franklin St., LLC
           asf 310 Second St NE, LLC
           asf 15820 9th Avenue N., LLC
           asf 36 Jefferson Street, LLC
           asf 212 NE 2nd Street, LLC
           asf 325 Adams St, LLC
           asf 73638 440th Street, LLC
           asf Vicki Schwartz & Assoc, Inc.
           asf 116 Sycamore St. E., LLC
           asf 16842 Ironwood Circle, LLC
           asf Schwartz Management Group, Inc.
           asf 409 Mill St., LLC
           asf 821 Main Street NE, LLC
           asf 1303 Fremont Street, LLC
           asf 319 9th St, LLC
           asf Help-U-Sell Reward Realty
           asf We Buy Houses MN, LLC
           asf 537 Mille Av SW, LLC
         Vicki Schwartz
         8770 Deer Run Drive
         Victoria, MN 55386

Bankruptcy Case No.: 08-42214

Chapter 11 Petition Date: May 5, 2008

Court: District of Minnesota (Minneapolis)

Judge: Dennis D O'Brien

Debtors' Counsel: Jamie R. Pierce
                  Hinshaw & Culbertson LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, MN 55402
                  Tel: 612-333-3434
                  e-mail: jpierce@hinshawlaw.com

Total Assets: $2,659,500

Total Debts:  $4,136,902

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

          http://bankrupt.com/misc/mnb08-42214.pdf


TIDELANDS OIL: Posts $2,161,906 Net Loss in 2008 First Quarter
--------------------------------------------------------------
Tidelands Oil & Gas Corp. reported a net loss of $2,161,906, on
revenues of $45,000, for the first quarter ended March 31, 2008,
compared with a net loss of $5,118,356, on zero revenues, in the
same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$6,208,045 in total assets, $4,062,243 in total liabilities, and
$2,145,802 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $169,862 in total current assets
available to pay $4,062,243 in total current liabilities.

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?2c98

                     Going Concern Disclaimer

Houston-based Malone & Bailey, PC, expressed substantial doubt
about Tidelands Oil & Gas Corporation'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 from operations and net
working capital deficit.

                       About Tidelands Oil

Based in San Antonio, Texas, Tidelands Oil & Gas Corporation
(OTC BB: TIDE.OB) -- http://www.tidelandsoilandgas.com/--   
develops and operates mid-stream oil and gas projects including
natural gas pipeline infrastructure, retail natural gas liquids
sales, and natural gas receiving and storage facilities.


T.L. SMITH INC: Case Summary & 15 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: T.L. Smith, Inc.
        5120 N. La Cholla Blvd.
        Tucson, AZ 85705

Bankruptcy Case No.: 08-04662

Chapter 11 Petition Date: April 24, 2008

Court: District of Arizona (Tucson)

Judge: Eileen W. Hollowell

Debtor's Counsel: Kristen M. Green, Esq.
                  Gibson Nakamura & Green PLLC
                  2941 N Swan Rd, Ste 101
                  Tucson, AZ 85712
                  Tel: 520-722-2600
                  Fax: 520-722-0400
                  e-mail: KGreen@gnglaw.com

Estimated Assets: $1,000,001 to $100 million

Estimated Debts:  $1,000,001 to $100 million

Debtor's 15 Largest Unsecured Creditors:

   Entity                                            Claim Amount
   ------                                            ------------
Anne Smith                                            $371,378.70
11895 N. Thornbush Dr.                                
Oro Valley, AZ  85737

Tom Smith                                             $355,162.70
11735 N. Vista Del Sol
Tucson, AZ  85742

Internal Revenue Service                              $274,886.31
P.O. Box 149338
Stop 5501 AUSC

Brownstein Hyatt Farber                      DISPUTED  $76,293.86

Business Card                                          $72,062.38

Construction Laborers Union-CA                         $60,906.89

Christopher Bret Andreasen                   DISPUTED  $55,178.83

Ford Credit                                            $50,479.06

Citi Cards                                             $29,208.87

Northwest Laborers Employers-WA                        $19,796.00

Capital One Bank                                       $17,972.25

Corporate Payment SVCS/GECFI                           $17,711.82

Safco Insurance                                        $13,222.80

Wells Fargo                                             $9,902.30

LA Superior Court                                       $6,850.00


TOPES YAUCO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Topes Yauco Inc.
          aka Topes Yauco I
          aka Topes Yauco Inc., I
        Barriada Lluveras  
        Sector Tiru
        Yauco, PR 00698

Bankruptcy Case No.: 08-02422-11

Chapter 11 Petition Date: April 19, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Nydia Gonzales Ortiz, Esq.
                  Santiago & Gonzalez
                  11 Calle Betances
                  YAUCO, PR 00698
                  Tel: 787 267-2205
                  e-mail: ecf@santiago-gonzalez.com

Total Assets: $1,225,015

Total Debts:  $1,752,756

A list of the Debtor's 20 largest unsecured creditors and
schedules of assets and liabilities are available for free at:

          http://bankrupt.com/misc/prb08-02422-11.pdf


TOUSA INC: Parties Agree on Terms of Cash Collateral Usage
----------------------------------------------------------
TOUSA Inc. and its debtor-affiliates inform the U.S. Bankruptcy
Court for the Southern District of Florida that they were able to
reach an agreement with the First Lien Lenders on Cash Collateral
use.

The Debtors had sought the continued use of the Prepetition
Lenders' Cash Collateral explaining that it is vital to their
efforts to maximize value for all parties-in-interest.   

The Debtors, however, believed that the risk involved in a
contested cash collateral battle is not justified.  Thus, they
sought to engage in negotiations with the First Lien Lenders.  
The Debtors told the Court that they made it clear that they were
prepared to fight if the First Lien Lenders were not prepared to
negotiate a reasonable agreement.   

The Debtors now inform the Court that over the third weekend of
May 2008, they were able to reach an agreement with the First
Lien Lenders on acceptable terms for Cash Collateral use.

Accordingly, the Debtors prepared a proposed order to reflect the
terms of Cash Collateral Use.  Among the significant provisions
of the proposed Cash Collateral Order are:

   (a) The Order will be granted on an interim basis, subject to
       certain provisions included in the Interim DIP Order being
       granted on a final basis.

   (b) The adequate protection granted to the Prepetition Secured
       Lenders in the Interim DIP Order will be approved on a
       final basis.  All fees and expenses incurred and paid in
       connection with the DIP Financing were incurred and paid
       in good faith and deemed to be fully earned and are not
       subject to challenge or disgorgement.

   (c) The Debtors' use of cash collateral is to be materially
       consistent with a budget.  The Budget includes a 10%
       variance and covers the six-month period beginning May 23,
       3008, and ending November 30, 2008.

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

   (d) The Debtors' use of Cash Collateral is conditioned on
       compliance with certain financial covenants.

       * The Financial Covenants will be measured as: (i) actual
         monthly operating cash flow must not be less than
         $10,000,000 of the projected monthly Operating Cash Flow
         in the Budget, and (ii) cumulative Operating Cash Flow
         for the applicable period must be no less than these
         amounts:

         Max. Operating Cash
            Flow Variance                      Period
         -------------------                   ------
              $12,895,000          June 1 through June 30, 2008
                  945,000          July 1 through July 31, 2008
              (13,839,000)         Aug. 1 through Aug. 31, 2008
              (17,792,000)       Sept. 1 through Sept. 30, 2008
              (18,379,000)         Oct. 1 through Oct. 31, 2008
                7,190,000          Nov. 1 through Nov. 30, 2008

         * The Debtors will provide the First Priority Agents
           monthly variance reports on the seventh of each month
           during the Budget Period, or the next business day if
           that day is not a business day.

           The variance reports will (i) include prior month
           actual and cumulative financial results compared to
           the budgeted amounts for each such month and an
           explanation of material variances, and (ii) certify
           the Debtors' compliance with the Financial Covenants
           showing calculations and support, as reasonably
           requested by the First Priority Agents.

   (e) The Borrowing Base must, after taking into account each
       use of Cash Collateral, be greater than zero at all times.
       The First Priority Agents may modify availability under
       the Borrowing Base upon notice to the Debtors.

   (f) All sales, leases, assignments or other disposition of the
       Debtors' property must be for consideration greater than
       or equal to the amount attributed to the property in the
       Borrowing Base.  This requirement does not apply to
       certain dispositions, including ordinary course sales,
       sale of accounts receivable in the ordinary course, or an
       asset swap.

       All proceeds of any sale or disposition of any assets of
       the Debtors under the Non-Core Asset Sale Order or outside
       the ordinary course of business will be held by the
       Debtors in a segregated account pending Court order or
       upon written consent of the First Priority Agents.

   (g) These are deemed to provide good and sufficient adequate
       protection to the Prepetition Secured Lenders for the
       Debtors' use of Cash Collateral:

       * Adequate Protection Liens -- The Debtors will provide
         the Prepetition Secured Lenders with liens on
         substantially all of their assets to the extent of any
         diminution in value of prepetition collateral, including
         Cash Collateral, after the Petition Date as a result of
         the imposition of the automatic stay, priming of these
         lenders' liens, or use of Cash Collateral.  Adequate
         Protection Liens are automatically perfected upon
         entry of the proposed Cash Collateral Order and may not
         share pari passu with any other lien on the Collateral
         by any order subsequently entered by the Court in the
         Debtors' Chapter 11 cases.

       * Adequate Protection Claims -- The Prepetition Secured
         Lenders and the Prepetition Agents will be entitled to
         allowed administrative priority claims under Section
         507(b) of the Bankruptcy Code to the extent of any
         diminution in value of prepetition collateral, including
         Cash Collateral, after the Petition Date as a result of
         the imposition of the automatic stay, priming of the
         Prepetition Secured Lenders' liens, or use of Cash
         Collateral.  Adequate Protection Claims will have
         priority over all other administrative claims granted
         under the Bankruptcy Code or otherwise, subject to the
         Carve-Out.

       * Postpetition Intercompany Transfer Protections -- To the
         extent determined by a final, non-appealable order that
         portions of Prepetition Liens or claims held by the
         Prepetition Secured Parties against any Debtor that has
         transferred or transfers property from and after the
         Petition Date to or for the benefit of any other Debtor
         are avoided, no provision of the Financing Orders will
         impair or otherwise prejudice the Court's ability to
         fashion a legal or equitable remedy.

       * Interest and Fees -- The Debtors will pay in cash and on
         a monthly basis, among other things, certain fees and
         expenses of First Priority Agents and Second Priority
         Agent.  The fees and expenses of the Second Priority
         Agent is capped at $450,000 per month.

       * Adequate Protection Payments -- Upon entry of a final
         order, the Debtors will pay $175,000,000 out of
         available cash on-hand to the First Priority Agents to
         be applied to the outstanding Prepetition Secured
         Obligations, subject to certain disgorgement provisions.
         The Debtors reserve the right, in their sole and
         absolute discretion, to make an additional payment to
         the First Priority Agents during the Cash Collateral
         Period of up to $15,000,000 without further Court order.

       * Reporting Requirements -- The Debtors will provide,
         among other things, weekly cash flow budget, quarterly
         reports, annual reports, and the Borrowing Base
         determination.

       The Adequate Protection Liens and the Adequate Protection
       Claims will be subordinate to the Carve-Out, which
       consists of:

       -- fees owed or paid to the Bankruptcy Clerk or the United
          States Trustee;

       -- fees paid to the Debtors' Professionals incurred from
          the Petition Date until March 31, 2008, plus those
          incurred from the period May 1, 2008, to the date of
          entry of the Cash Collateral Order;

       -- fees paid to the Creditors Committee's Professionals
          incurred from February 14, 2008, until March 31, 2008,
          plus amounts incurred for the period March 31, 2008 to
          the Cash Collateral Order date;

       -- unpaid and allowed fees and expenses of the Debtors'
          Professionals incurred during the Cash Collateral
          Period;

       -- unpaid and allowed fees and expenses of the Creditors
          Committee's Professionals during the Cash Collateral
          Period in an amount not to exceed $450,000 on a monthly
          basis for any and all of these professionals;

       -- unpaid and allowed fees and expenses of the Debtors'
          Professionals subsequent to the Cash Collateral
          termination date, up to $1,000,000; and

       -- unpaid and allowed fees and expenses of the Creditors
          Committee's Professionals subsequent to the Cash
          Collateral Termination Date, up to $250,000.

   (h) A complaint pursuant to Rule 7001 of the Federal Rules of
       Bankruptcy Procedure to invalidate, avoid or challenge the
       Prepetition Indebtedness and the Prepetition Lenders'
       Liens, if any, must be filed with the Court no later than
       July 26, 2008.

   (i) The Debtors will be permitted to use Cash Collateral
       until, among other things, the earliest to occur of:
  
       -- 180 days after the entry of a Continued Cash Collateral
          Use Order;  

       -- material non-compliance of the Debtors with any term in
          the Budget;  

       -- a sale of substantially all of the Debtors' assets; or

       -- the effective date of any Chapter 11 plan of the
          Debtors.

The Debtors, the Creditors Committee and other parties will be
barred from using the Cash Collateral to object to or to contest
the extent or validity of the Debtors' obligations to the
Prepetition Secured Lenders or their liens, or to pursue any
actions, claims or causes of action against the Prepetition
Secured Lenders or their agents.

While the Creditors Committee has expressed certain objections to
the agreed-upon terms, the proposed Cash Collateral Order
reflects the best terms available to the Debtors under the
circumstances and avoids the substantial risks associated with
any contested battle concerning Cash Collateral use, Paul Steven
Singerman, Esq., at Berger Singerman, P.A., in Miami, Florida,
asserts.

The Debtors relate that throughout the analysis and negotiations
regarding the DIP Financing, their management team and
professionals gave regular updates to, and sought guidance from,
TOUSA Inc.'s board of directors.  The Board approved the filing
of the cash collateral supplement and the proposed Cash
Collateral Order.

Faced with the possibility of protracted litigation and premature
and uncertain valuation testimony, the Debtors contend that the
proposed Cash Collateral Order reflects a reasonable exercise of
their business judgment.

                 Wells Fargo Supports Debtors' Request

In a separate filing, Wells Fargo Bank, N.A., as successor
administrative agent pursuant to a Second Lien Credit Agreement,
has indicated its support for the Debtors' recent Cash Collateral
Use Motion.

Wells Fargo clarifies that neither it nor any of the Second Lien
Lenders has been involved in any of the negotiations concerning
the proposed Cash Collateral use, other than silently attending a
single meeting in New York on May 6, 2008.

Wells Fargo, however, objects to any use of its cash collateral
to fund the Creditors Committee Fee Cap in excess of the $450,000
Second Lien Fee Cap.  Wells Fargo also does not consent to the
use of its Cash Collateral, including any of the proposed
Creditors Committee Fee Cap, to investigate or to pursue the
causes of action against it and the Second Lien Lenders that the
Creditors Committee is seeking authority to pursue.

Wells Fargo reserves its rights to contest any current or future
attempts by the Debtors; Citicorp North America, Inc., as
administrative agents for the Debtors' Prepetition First Lien
Revolver Lenders and Prepetition First Lien Term Loan Lenders;
the First Lien Lenders; or any other party-in-interest to seek to
enforce a certain Intercreditor Agreement against it or the
Second Lien Lenders absent their express consent.

                            Objections

1) Creditors Committee

The terms of the proposed Cash Collateral Order contravene
applicable provisions of the Bankruptcy Code and inappropriately
hinder the Creditors Committee's ability to acquit its fiduciary
obligations and prosecute litigation to avoid a substantial
portion of the Prepetition Secured Parties' liens and claims as
constructively fraudulent transfers, Patricia A. Redmond, Esq.,
at Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A., in
Miami, Florida, argues on behalf of the Creditors Committee.

Ms. Redmond contends that the Motion and the proposed order
should be denied for these reasons:

     * The Debtors' use of cash collateral under the interim
       order should be limited by the amount required to be used
       before the final hearing.

     * The First Priority Agent should not be permitted to modify
       the Budget or Borrowing Base, in a manner adverse to the
       Debtors' estates, absent further Court order.

     * The provisions regarding asset sales and the Carve-Out are
       unduly restrictive.

     * The Adequate Protection Liens and Adequate Protection
       Claims must be limited to those Debtors against which the
       Prepetition Secured Parties have valid prepetition liens
       and claims.

     * The releases contained in the proposed order should not
       require the filing of a complaint to challenge the
       Prepetition Indebtedness or any defenses to related
       claims.

     * The Debtors' use of Cash Collateral should not be
       terminated absent the provision of sufficient prior notice
       to the Debtors and the Creditors Committee.

     * The Prepetition Secured Lenders should not be permitted to
       exercise remedies.

     * The Debtors should be permitted to incur liens and claims
       junior to the Prepetition Indebtedness, Adequate
       Protection Liens and Adequate Protection Claims.

2) Noteholders

Under the guise of the exercise of "business judgment" and now
"instead" of rolling-up the prepetition debt -- and forcing
themselves to pay it off at confirmation -- the Debtors propose
to pay the Prepetition Lenders $190,000,000 in exchange for only
six months of cash collateral usage, Paul J. Battista, Esq., at
Genevese, Joblove & Battista, P.A., in Miami, Florida, on behalf
of certain noteholders, points out.

The Noteholders represented by the firm Genevese Joblove include
Aurelius Capital Master, Ltd., Aurelius Capital Partners, LP, GSO
Special Situations Fund L.P., GSO Special Situations Overseas
Master Fund Ltd., GSO Credit Opportunities Fund (Helios), L.P.,
and Carlyle Strategic Partners.

While permitting the Debtors to adequately protect the lenders at
this point to keep the status quo, the Court must ensure that the
Debtors do not "extraordinarily" protect the lenders, Mr.
Battista says.  The Court must also ensure that the Debtors do
not abdicate their fundamental fiduciary obligation to the
unsecured creditors, he adds.

The Court should not permit the Debtors, among other things, to
eliminate approximately 60% of their cash on hand that they could
and should use for a successful reorganization, Mr. Battista
asserts.

The Noteholders join and incorporate by reference the arguments
made by the Creditors Committee in their objection to the
Debtors' Cash Collateral Motion.

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Court Allows Filing of Business Plan Under Seal
----------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida permitted TOUSA, Inc., and its debtor
affiliates, upon the Debtors' verbal request at a May 20, 2008
status conference and telephonic hearing, to file their April 2008
business plan and related borrowing base roll-forward under seal.

The Debtors maintained that their request is necessary to protect
certain of their commercial and proprietary information.

Notwithstanding the Court's order, the Debtors will provide a
copy of the Business Plan to the United States Trustee, the
Bankruptcy Clerk, counsel to the Official Committee of Unsecured
Creditors, counsel to the Debtors' prepetition first lien
lenders, counsel to the Debtors' prepetition second lien lenders,
and other parties-in-interest who have executed confidentiality
agreements with the Debtors that remain in effect.

To the extent the Parties-In-Interest wish to reference or
describe the Business Plan in any pleading filed with the Court,
attach the Business Plan to any pleading, or otherwise cause the  
Business Plan to be made part of the unsealed Court record, they
will take all reasonable steps to redact and otherwise protect
all portions of the Business Plan containing confidential
information, the Court rules.

Any party-in-interest who wished to examine any representative of
the Debtors with respect to information contained in the Business
Plan was permitted to do so at the omnibus hearing scheduled for
May 22, 2008.

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007, showed total
assets of $2,276,567,000 and total debts of $1,767,589,000.  Its
consolidated detailed balance sheet as of Feb. 29, 2008 showed
total assets of $1,961,669,000 and total liabilities of
$2,278,106,000.

TOUSA's Exclusive Plan Filing Period expires October 25, 2008.  
(TOUSA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


TOUSA INC: Court Extends Exclusive Plan Filing Period to Oct. 25
----------------------------------------------------------------
Judge John K. Olson of the U.S. Bankruptcy Court for the Southern
District of Florida extended TOUSA Inc. and its debtor-affiliates'
Exclusive Plan Filing Period through October 25, 2008, and the
Debtors' Exclusive Solicitation Period through December 24, 2008.

On a consolidated basis, the Debtors have more than $2,000,000,000
in funded debt, along with substantial unsecured claims spread
among more than 50,000 potential creditors, Paul Steven Singerman,
Esq., at Berger Singerman, P.A., in Miami, Florida, related in the
Debtors' motion to extend the exclusivity periods.

The Debtors also face industry-related challenges.  Among other
things, operating while reorganizing under Chapter 11 has proven
to be difficult for other homebuilders, a fact that the Debtors
noted and took seriously in planning for and implementing their
own bankruptcy filing, Mr. Singerman said.  Moreover, the
homebuilding industry continues to face adverse market conditions
with a variety of factors contributing to downward pressure on
home prices, he continues.

Adding to the complexity the Debtors are facing are certain
unsecured creditors, who wish to sue the Debtors' bank lenders,
seeking to avoid the banks' claims in litigation that has
potential to be expensive, time-consuming and deeply factual in
nature, Mr. Singerman told the Court.  

Despite these challenges, Mr. Singerman stated that the Debtors
have made remarkable progress in their bankruptcy cases.  

The Debtors' original Exclusive Filing Period was to expire on May
28, 2008, and the Exclusive Solicitation Period was to expire on
July 27, 2008.

Although the Debtors are pleased with their progress so far, they
maintain that it would be impossible for them to bring the plan
process to conclusion by May 28.  

The facts and circumstances of the Debtors' Chapter 11 cases
demonstrate that more than sufficient cause exists to extend the
Exclusive Periods, Mr. Singerman asserted.

Mr. Singerman maintained that the Debtors have been paying their
undisputed postpetition bills as they become due.  Moreover, the
Debtors aver that significant liquidity they generated from their
better-than-projected sales performance and the receipt of the
tax refund will enable them to continue to meet postpetition
obligations as they come due.  Thus, the extension will not
jeopardize the rights of creditors and other parties who do
business with the Debtors during their Chapter 11 cases, Mr.
Singerman assured the Court.

                   About TOUSA Inc.

Headquartered in  Hollywood, Florida, TOUSA Inc. (Pink Sheets:
TOUS) -- http://www.tousa.com/-- fka Technical Olympic
U.S.A. Inc., dba Technical U.S.A., Inc., Engle Homes, Newmark
Homes L.P., TOUSA Homes Inc. and Newmark Homes Corp. is a leading
homebuilder in the United States, operating in various
metropolitan markets in 10 states located in four major geographic
regions: Florida, the Mid-Atlantic, Texas, and the West.  TOUSA
designs, builds, and markets high-quality detached single-family
residences, town homes, and condominiums to a diverse group of
homebuyers, such as "first-time" homebuyers, "move-up" homebuyers,
homebuyers who are relocating to a new city or state, buyers of
second or vacation homes, active-adult homebuyers, and homebuyers
with grown children who want a smaller home.  It also provides
financial services to its homebuyers and to others through its
subsidiaries, Preferred Home Mortgage Company and Universal Land
Title Inc.

The Debtor and its debtor-affiliates filed for separate Chapter 11
protection on Jan. 29, 2008. (Bankr. S.D. Fla. Case No.:
08-10928).  The Debtors have selected M. Natasha Labovitz, Esq.,
Brian S. Lennon, Esq., Richard M. Cieri, Esq. and Paul M. Basta,
Esq., at Kirkland & Ellis LLP and Paul Steven Singerman, Esq., at
Berger Singerman to represent them in their restructuring efforts.  
Lazard Freres & Co. LLC is the Debtors' investment banker and
financial advisor.  Ernst & Young LLP is selected as the Debtors'
independent auditor and tax services provider.  Kurtzman Carson
Consultants LLC acts as the Debtors' Notice, Claims & Balloting
Agent.  The Official Committee of Unsecured Creditors  hired
Patricia A. Redmond, Esq., and the law firm Stearns Weaver
Weissler Alhadeff & Sitterson, P.A., as its local counsel. TOUSA
Inc.'s financial condition as of Sept. 30, 2007,
showed total assets of $2,276,567,000 and total debts of
$1,767,589,000.  Its consolidated detailed balance sheet as of
Feb. 29, 2008 showed total assets of $1,961,669,000 and total
liabilities of $2,278,106,000.

(TOUSA Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


TRANSAX INT'L: March 31 Balance Sheet Upside-Down by $3.1 Million
-----------------------------------------------------------------

Transax International Limited's consolidated balance sheet at
March 31, 2008, showed $2.2 million in total assets and
$5.3 million in total liabilities, resulting in a $3.1 million
total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1.1 million in total current
assets available to pay $5.0 million in total current liabilities.

The company reported net income of $739,863, on revenues of
$1.5 million, for the first quarter ended March 31, 2008, compared
with net income of $402,005, on revenues of $1.2 million, 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?2c92

                     Going Concern Disclaimer

Moore Stephens, P.C., in New York, expressed substantial doubt
about Transax International Limited'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 accumulated losses from operations of
approximately $13.3 million, working capital deficiency of
approximately $4.6 million and net capital deficiency of
approximately $3.9 million at Dec. 31, 2007.

                   About Transax International

Based in Miami, Florida, Transax International Limited (OTC BB:
TNSX.OB) -- http://www.transax.com/-- primarily through its   
wholly-owned subsidiary, Medlink Conectividade em Saude Ltda., is
an international provider of information network solutions
specifically designed for healthcare providers and health
insurance companies.  The company has offices located in
Miami, Florida and Rio de Janeiro, Brazil.


TRIAD GUARANTY: Freddie Mac's Decision Cues S&P to Retain Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services said that all of its ratings on
Triad Guaranty Inc. (BB/Watch Neg/--; TGIC) and TGIC's mortgage
insurance subsidiary, Triad Guaranty Insurance Corp. (BBB/Watch
Neg/--; Triad), will remain on CreditWatch with negative
implications.
     
"We expect to resolve the CreditWatch within two months," said
Standard & Poor's credit analyst James Brender.  The possible
resolutions of the CreditWatch vary from an affirmation with a
negative outlook to a downgrade of multiple notches.
     
This follows TGIC's announcement that Freddie Mac suspended
Triad's ability to provide coverage for mortgages sold to Freddie
Mac. Triad is currently appealing Freddie Mac's decision.  During
the appeal process, Triad will be eligible to insure mortgages
sold to Freddie Mac.  Regardless of the outcome of the appeal, the
ratings on Triad and TGIC will remain at their current level but
on CreditWatch with negative implications.
     
"Triad's potential loss of a key channel for producing new
business was not unexpected," added Mr. Brender.  "When we
downgraded Triad on April 3, 2008, Standard & Poor's stated that
we believed Triad would eventually go into run-off."  Furthermore,
Standard & Poor's believes the profitability for mortgage insurers
of 2008 vintage will be marginal at best.  Consequently, the loss
of this business is not a key ratings factor.  Standard & Poor's
is in the process of comparing Triad's current liabilities and
potential losses to its resources.


TROPICANA ENT: In Talks with Onex Corp. on $100 Million Funding
---------------------------------------------------------------
Onex Corp. has formalized its proposal of extending a $100 million
financing for Tropicana Entertainment LLC's operations.  Onex
discussed its proposal with the Debtors, the Official Committee of
Unsecured Creditors and the Ad Hoc Consortium of Senior
Subordinated Noteholders.  Those discussions, however, have not
been finalized as of May 23, 2008.

According to James Johnston, Esq., at Hennigan, Bennett & Dorman
LLP, in Los Angeles, California, Onex proposed through a term
sheet and subsequently, a proposed Credit Agreement and a proposed
form of interim order.

Mr. Johnston relates that Onex Corporation has offered to
provide a replacement debtor-in-possession financing facility on
terms substantially better than the terms of the Silver Point
Facility.  

He notes that among other things:

   * Onex is prepared to lend $100,000,000 -- an amount which
     is $33,000,000 more than Silver Point's committed amount.

   * Onex does not seek a priming lien.  In contrast, Silver
     Point seeks to prime the $1,300,000,000 OpCo Credit
     Facility.

   * Onex will charge a lower interest rate at the Adjusted
     LIBO Rate plus 6.25% or the Alternate Base Rate plus
     5.25%.  In contrast, Silver Point charges the Adjusted
     LIBO Rate plus 6.75% or the Alternate base Rate plus
     5.75%.

   * Onex will charge a lower commitment fee of 0.75% compared
     to Silver Points' 1.25.

   * Onex has substantially loosened the financial covenants
     demanded by Silver Point.

A blacklined copy of Onex's proposed term sheet, marked to show
changes from Silver Point's term sheet, is available for free at:

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

A blacklined copy of Onex's proposed Credit Agreement, marked to
show changes from Silver Point's credit agreement, is available
for free at:

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

Onex filed a statement on its $100 million financing offer to
apprise the Court and parties-in-interest of its continuing
interest in providing a replacement DIP facility for the Debtors.

The final hearing on the Debtors' DIP Financing Motion is set for
May 30, 2008.  The deadline to file objections to the DIP Motion
was May 23.  As of that date, no objection has been filed.

                About Tropicana Entertainment

Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC --
http://www.tropicanacasinos.com/-- is an indirect subsidiary of     
Tropicana Casinos and Resorts. The company is one of the largest
privately-held gaming entertainment providers in the United
States. Tropicana Entertainment owns eleven casino properties in
eight distinct gaming markets with premier properties in Las
Vegas, Nevada and Atlantic City, New Jersey.

Tropicana Entertainment LLC filed for Chapter 11 protection on
May 5, 2008, (Bankr. D. Del. Case No. 08-10856) Its debtor-
affiliates filed for separate Chapter 11 petitions but with no
case numbers assigned yet. Kirkland & Ellis LLP and Mark D.
Collins, Esq. at Richards Layton & Finger represent the Debtors in
their restructuring efforts.  Their financial advisor is Lazard
Ltd.  Their notice, claims, and balloting agent is Kurtzman Carson
Consultants LLC.  The Debtors' consolidated financial condition as
of Feb. 29, 2008, showed $2,845,847,596 in total assets and
$2,429,890,642 in total debts.

(Tropicana Bankruptcy News, Issue No. 6; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)   


TXP CORPORATION: March 31 Balance Sheet Upside-Down by $5,776,000
-----------------------------------------------------------------
TXP Corporation's consolidated balance sheet at March 31, 2008,
showed $7,112,000 in total assets and $12,888,000 in total
liabilities, resulting in a $5,776,000 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $4,242,000 in total current assets
available to pay $8,219,000 in total current liabilities.

The company reported a net loss of $198,000, on total revenues of
$2,496,000, for the first quarter ended March 31, 2008, compared
with a net loss of $378,000, on total revenues of $2,184,000, 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?2ca6

                     Going Concern Disclaimer

Payne, Smith & Jones P.C., in Dallas, expressed substantial doubt
about TXP Corporation'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 sustained substantial operating losses, has a
stockholders' deficit and its current liabilities exceed its
current assets.  

                      About TXP Corporation

Based in Richardson, Tex., TXP Corporation (OTC BB: TXPO) --
http://www.txpcorporation.com/-- operates as an original design  
manufacturer for the communications industry.  It operates in
three segments: TXP-Texas Prototypes, TXP-Retrofit Solutions, and
TXP-ONT Solutions.


UNIVERSAL ENERGY: March 31 Balance Sheet Upside-Down by $8,670,260
------------------------------------------------------------------
Universal Energy Corp.'s consolidated balance sheet at March 31,
2008, showed $4,017,205 in total assets and $12,687,465 in total
liabilities, resulting in a $8,670,260 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $189,842 in total current assets
available to pay $12,504,364 in total current liabilities.

The company reported net income of $594,839, on revenue of
$86,529, for the first quarter ended March 31, 2008, compared with
a net loss of $689,596, on zero revenue, 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?2caa

                     Going Concern Disclaimer

Cross, Fernandez & Riley, LLP, in Orlando, Fla., expressed
substantial doubt about Universal Energy 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 pointed to the company's net losses and
negative cash flows from operations since inception.

                      About Universal Energy

Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB:
UVSE) is an independent energy company engaged in the acquisition
and development of crude oil and natural gas leases in the United
States and Canada.  The company's minority working interests in
drilling prospects currently consist of land in Alberta, Canada,
Louisiana and Texas.


USA SUPERIOR: Posts $553,402 Net Loss in 2008 First Quarter
-----------------------------------------------------------
USA Superior Energy Holdings Inc. reported a net loss of $553,402,
on revenue of $115,563, for the first quarter ended March 31,
2008, compared with a net loss of $3,379,474, on revenue of
$15,443, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$2,768,711 in total assets, $1,588,215 in total liabilities, and
$1,180,496 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?2cae

                     Going Concern Disclaimer

Malone & Bailey, PC, in Houston, expressed substantial doubt about
USA Superior Energy 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
said that the company has raised limited capital and incurred
losses from operations since inception.

                        About USA Superior

Headquartered in Houston, USA Superior Energy Holdings Inc. (OTC
BB: USSUE) -- http://www.usa-superior.com/-- is an oil and gas  
enhanced recovery and drilling company focused on shallow well oil
and gas fields in Texas.


VALLEJO CITY: Bankruptcy Could Be Model for Other Cities
--------------------------------------------------------
Associated Press Writer Terence Chea says Vallejo officials will
use the Chapter 9 bankruptcy filing to rewrite its labor contracts
and bring compensation down.  If they're successful, other cities
may follow their lead, Mr. Chea relates, citing experts.

According to Mr. Chea, Marcia Fritz, vice president of the
California Foundation for Fiscal Responsibility, said, "If Vallejo
turns out better after declaring bankruptcy . . . that will be an
avenue (other cities) look at to break contracts."  Ms. Fritz said
"The solution that will come out of Vallejo may very well be a
model for other cities facing similar fiscal challenges."

The California Foundation for Fiscal Responsibility in a March 2
special report indicated that Vallejo is not facing a municipal
fiscal crisis alone in California, it is just the first city to
run out of cash.  The root cause, the Foundation noted, is
promised increases in wages and benefits for government employees
that are not supported by tax revenues.

The Foundation noted in its special report that Orange County,
California, which declared Chapter 9 bankruptcy a few years ago,
is still struggling fiscally.  The current Orange County Board of
Supervisors has filed a lawsuit to invalidate the retroactive
portion of pension benefit increases that were granted by the
prior board.

Like Orange County, the special report continued, Vallejo was
struggling fiscally when the previous city council increased
pension benefits for its safety employees from 60% of final wages
at age 50 to 90% -- assuming a 30-year career.  Retiring at
younger ages, cops and firemen are draining pension funds and
cashing in accrued sick and vacation pay, the report said.

The AP notes that bankruptcy is not without risks, citing that it
could cost the City millions of dollars in legal fees and damage
its credit rating.  The AP says bankruptcy could cause borrowing
money to build roads, schools and other projects to become much
harder and more expensive.

James Spiotto, a municipal bankruptcy specialist at the Chicago
law firm Chapman and Cutler LLP, told the AP, "There is a stigma
to bankruptcy in the capital markets."  Mr. Spiotto said "It's an
admission of failure to deal with one's financial affairs."

Mr. Spiotto told the AP 34 U.S. cities, counties and towns have
filed for Chapter 9 bankruptcy since 1980, but Vallejo is one of
the largest to do so.

"It's a bittersweet moment," City Councilwoman Stephanie Gomes
said in a phone interview with Bloomberg News reporters.  "It's
bitter because our city is in such pain, but it's sweet because
we are finally addressing our problems.  We are finally
addressing it head on."

                   About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in   
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.

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


VALLEJO CITY: Discloses Financial Information With Court
--------------------------------------------------------
The City of Vallejo's revenues in fiscal year ended June 30, 2007,
reached $294,758,000, but expenses reached $308,176,000, shrinking
net assets by $13,418,000, the city disclosed in papers filed with
the U.S. Bankruptcy Court for the Eastern District of California.

As of June 30, 2007, the City had $358,500,000 in total
liabilities.  The City's net long-term debt as of June 30, 2007,
was $276,662,465.  Vallejo has scheduled $436,889,570 in claims:

                                                Amount of Claim
                                                ---------------
  1. Long-Term Debt                                $163,421,694
  2. Employee Benefits - Current                        727,070
  3. Vendors - Trade Debt- Public Works              25,332,204   
  4. Retirees                                       219,300,816  
  5. Employees                                       21,605,096
  6. Workers Compensation                                     0
  7. General Liability Claims                         2,306,651
  8. Deposits                                         1,241,374
  9. Pass-Through Partners                              447,019  
10. Vendors - Other                                  2,507,645  

The City generally incurs long-term debt to finance projects or
purchase assets, expected to have useful lives equal to or
greater than the related debt.  Bond discounts and issuance costs
of long-term debt issues are amortized over the life of the
related debt, if material.

As of June 30, 2007, the City's long-term debt issues and
transactions were:

                                Original
Balance                              
                                 Issue    Retirements   06/30/07
                                 -----    -----------   --------
A. Governmental Activity Debt
Tax Allocation Bonds:
  Waterfront Redevelopment  
    Project 7.9%, due 5/1/19    $2,485,000     75,000  $2,115,000  
  Marina Vista Project
    6.0-7.5%, due 9/1/20         3,335,000     95,000   2,320,000
  Vallejo Central Project
    6.0-7.5%, due 9/1/20         1,900,000     35,000   1,660,000
  Vallejo Housing Set Aside
    7.0%, due 10/1/31            5,410,000     115,000  4,965,000
  Other Obligation:
    Redevelopment Waterfront            --           0
661,320        
    DDA
                                ----------   ---------  ---------
Total Tax Allocation Bonds
And Other Obligations         13,130,000      20,000  11,721,320


Certificates of Participation:
  1999 COPs
    3.60-5.25%, due 7/15/29     4,815,000      95,000   4,215,000
  2000 COPs
    variable rate, due 9/1/40  12,786,942   2,418,037   7,225,035
  2002 COPs
    variable rate, due 12/1/23 11,497,776     353,353   9,095,398
  2003 COPs
    variable rate, due 12/1/23  6,743,199     236,012   6,077,309
                               ----------    -------- -----------
Total Certificates of
Participation                 35,842,917   3,102,402  26,612,742

Capital Lease Obligations:
  2001 Site & Facility Lease
    6%, due 6/1/21              1,150,000      42,251     947,943
  Police CADIRMS
    4.85%, due 9/1/07           1,881,919     408,696     105,302
  Police Mobile Computers
   3.9%, due 11/11/06             416,163      46,745           0
   Police Holding Cell
    2.97%, due 1/30/13            675,000      46,220     342,334
                              -----------  ---------- -----------
Total Capital Leases
    Obligations                 4,123,082     543,912   1,395,579
                              -----------  ---------- -----------
Total Governmental Activity
    Debt                      $53,095,999  $3,996,314 $39,729,641
                              ===========  ========== ===========

B. Business-type Activity
   Debt:
  1996 Water Revenue Bonds,
     4.8-5.9%, due 5/1126     $55,615,000 $45,755,000           0
     Less: Unamortized
           bond discount              --    (346,917)          --
  1999 Water Parity Refunding,
     5.25%, due 5/1/29          7,890,000     525,000           0
  2001 Water Revenue Bonds,
     variable rate, due 6/1131 23,075,000     480,000  20,875,000    
  2006 Water Revenue
     Refunding Bonds,       
     4-5%, due 5/1/26          45,790,000     705,000  45,085,000
     Plus: Unamortized bond
           prem.                       --      93,640   1,779,152
     Less: Unamortized loss            --     (97,702) (1,856,334)
                             ------------  ----------- ----------
        Total Revenue Bonds   132,370,000  47,114,021  65,882,818

Certificates of
Participation:
  Marine World JPA 1997 COPs
     5.25-7.4%, due 2/1128     63,465,000   1,070,000  56,425,000
  2002 COPs,
     variable rate,
     due 12/1/23                  917,224      31,647     814,602
  2003 COPs,
     variable rate,
     due 12/1/23                1,256,801      43,988   1,132,691
  2000 COPs,
     variable rate,
     due 9/11/40               17,593,058  16,314,965     245,838
  2001 COP Golf Course
     Facilities,
     variable rate,
     due 6/1/40                16,350,000     165,000   9,835,000
     Less: Unamort. bond
           discount                    --      (5,109)    (50,244)
  Vallejo Sanitation & Flood
     Control
     1993 Sanit. & Flood
          Control              38,905,000   1,390,000  26,020,000
     2001 Sanit. & Flood
          Control,
        variable rate,
        due 5/1/28             25,645,000     130,000   3,870,000
     2006 Sanit. & Flood
          Control
        rate 4-5%, due 2036            --     445,000  39,220,000  
     Less: Unamort. bond
           discount                    --     (55,987)   (312,137)
                             ------------ ----------- -----------
Total Certificates of
Participation                164,132,083   3,451,502 153,269,877

Loans & Notes Payable:
  Vallejo Sanit. and Flood
     Control
     State Clean Water
     2.5%, due 2023            13,798,201    $596,122  11,841,823
  US Dept of Commerce,
     Water Fund
     2.5%, due 8/1/23           2,560,923     125,092   1,085,208
  State Safe Drinking Water
     0%, due 1/1/25                68,080       3,404      59,570
  State Safe Drinking Water
     2.32%, due 1/2/21          6,675,000     302,560   4,793,528
                              ----------- ----------- -----------
  Total Loans & Notes Payable  23,102,204   1,027,178  17,780,129
                              ----------- ----------- -----------
Total Business Activity Debt $319,604,287 $51,592,701 $236,932,824
                             ============ =========== ===========

As of June 30, 2007, annual debt service requirements to maturity
for long-term debt were:

                       Governmental          Business-Type
For the Year          ------------          -------------
Ending June 30    Principal  Interest    Principal   Interest
--------------    ---------  --------    ---------   --------  
    2008        $1,374,446  $1,914,620   $5,736,333  $11,737,664
    2009         1,344,318   1,851,668    7,329,467   11,462,999
    2010         1,434,429   1,782,615   11,114,871    7,664,925
    2011         2,174,710   1,709,020   10,766,484    8,017,789
    2012         1,608,843   1,630,715    8,380,469   10,400,656
  2013-2017      9,223,953   6,813,887   48,076,471   45,524,540
  2018-2022     10,605,050   4,140,274   54,445,670   32,978,869
  2023-2027      5,662,284   2,046,489   19,611,994   50,497,876
  2028-2032      3,441,537     987,818   28,333,463    7,432,879
  2033-2037      1,477,537     424,847   14,337,463    2,556,488
  2038-2041      1,382,534     129,702    4,552,464      403,239
               ----------- ----------- ------------ ------------
   Total       $39,729,641 $23,431,654 $237,372,387 $163,990,683


Plus: Unamortized bond premium            1,779,152
Less: Unamortized loss                   (1,856,334)
Less: Unamortized bond discount            (362,381)
                                       ------------
Net long-term debt                     $236,932,824
                                       ============
                                       
                Road to Chapter 9 Bankruptcy

The City has been facing serious financial issues.  Over the past
three fiscal years ending June 30, 2008, the City's general fund
has operated at deficits of $3.2 million, $4.2 million and
approximately $4.2 million, respectively.

In its comprehensive annual report for the year ended June 30,
2007, the City said the budget adopted for FY 2007/2008, was
balanced but was based on, two flawed assumptions.  First, the
city assumed a relative modest economic downturn due to the
financial difficulties related to the sub-prime mortgage debacle,
and second, it assumed significant reductions in public safety
staffing levels.  According to the report, the economic downturn
has turned out to have a much more dramatic negative impact on
revenues than anticipated and, because of the results of the
labor arbitration process, public safety staffing levels may
actually increase.

The City said the effects of the economic slowdown, particularly
the sub-prime mortgage crisis, that is severely impacting the
entire country intensified in Vallejo.  The City has experienced
a significant decline in the number of new construction permits
and in the number of sales of existing single-family homes.  
These declines have caused a reduction or flattening of some of
the City's major revenue sources.

In its FY2006/2007 report released February 2008, the City's
finance department said that current projections for fiscal year
2007/2008 are that, without significant changes, expenditures
will exceed revenues by over $10,000,000.  

Acknowledging the City's projections that fund balance -- reduced
to $4,242,256 as of June 30, 2007 -- will be depleted before
June 30, 2008, unless significant cost reduction or other
measures are taken, Maze and Associates, which audited the City's
financial statements, said, those conditions raise substantial
doubt about the City's ability to continue as a going concern.

                  Attempts to Reduce Labor Costs

The City started negotiations with all its labor groups to reduce
costs and is evaluating alternative means of increasing both one-
time and ongoing revenues.  The objective is to achieve a
consensus of a plan to assure financial stability through at least
the end of Fiscal Year 2009 to 2010.

These efforts resulted in short term concessions but failed to
achieve long-term fiscal solvency.  While it has also attempted to
reduce non-labor related expenditures and raise revenues, the City
has been required to fund deficits from its general fund reserves.

The City projects that by the end of this fiscal year, June 30,
2008, the general fund reserves will be completely exhausted.  The
general fund suffers from a fundamental structural imbalance where  
expenditures substantially exceed revenues.  Current projections
show that, in fiscal year 2008 to 2009, the general fund will
operate at a deficit approaching $17 million and, in each month
of the fiscal year, the general fund will end with a negative
cash balance ranging from $6.1 million to $22.7 million.

The City's efforts to avert insolvency already have resulted in
severe cuts in many of the programs and services the City
provides to its residents.  In recent years, the City has reduced
the employee rolls by 87 full-time positions.  The City also has
reduced funding for street maintenance, its senior center,
library, parks, convention and visitors bureau, and other
community programs and services.  Additional funding reductions
beyond the cuts the City already has made in these areas
threatens the City's ability to provide even minimal levels of
service to its residents and, at some point, may create
significant health and safety risks.

On November 17, 2007, the Finance Director and City Manager and
their staff presented the City Council with a general fund budget
update which detailed the potential seriousness of the general
fund's financial position.  On December 18, the City Council
directed staff to present to the City Council a comprehensive
approach to ensuring a balance of the general fund expenditures
and revenues through June 30, 2010 and thereafter.  At a
February 13, 2008, study session, staff provided to the City
Council and the public with general fund financial projections
through the end of fiscal year 2011 to 20112.  Among other
things, the study session and the projections confirmed that,
absent immediate and significant action to reduce costs and
increase revenues, the City faced the likelihood that its general
fund resources would be exhausted before the end of the 2007-08
fiscal year.

The City's labor costs are the largest expenditure during the
fiscal year.  The terms of compensation, staffing and benefits of
most City employees are subject to current collective bargaining
agreements between the City and one of four labor groups:

   -- the Vallejo Police Officers Association, representing the
      City police officers;

   -- the International Association of Firefighters,   
      representing the firefighters;

   -- the International Brotherhood of Electrical Workers,
      representing various City employees, such as        
      administrative, engineering, information technology and
      public works employees; and the

   -- Confidential Administrative, Managerial and Professional
      Association, representing management employees.

The CBAs are in place through June 30, 2010, contractually
obligating the City to compensate, to staff and to provide
benefits as stated in the CBAs until that time, absent agreement
by the labor associations to contract modifications.

For the 2007-08 fiscal year, the City's labor costs under the
CBAs will total approximately $74.2 million.  The City projects
that its labor costs alone in fiscal year 2008-09, based on the
terms of the CBAs as they exist currently, will approximate
$79.4 million.  The City projects that net general fund revenues
in fiscal year 2008-09 will be approximately $77.9 million.  
Given the magnitude of its obligations under the CBAs, given the
already-deep cuts made to the basic services provided its
residents, and given other non-labor costs (e.g., debt service,
non-labor services, retiree medical, etc.), the City cannot
rebalance general fund expenditures with revenues without
restructuring its labor costs.

Beginning in December 2007, the City reinitiated discussions with
the labor groups regarding potential modifications to the CBAs.
Police and firefighter services comprise $56.8 million of the
City's labor costs, thus the City focused its discussions with
the VPOA and the IAFF.

Working with the City in good faith and with a common purpose,
VPOA and IAFF agreed to certain interim concessions that the City
Council approved on March 3, 2008. Among other things, VPOA and
IAFF agreed to waive a 1.7% increase of their members' 2007-08
salary increase and, effective March 1, 2008 through June 30,
2008, roll-back 6.5% of their salaryII increase under the CBAs.  
Both of these increases were mandated by the CBAs.

IAFF also agreed that the City could reduce firefighter staffing
to levels sufficient for 6 fire stations, as opposed to the 8
stations required under the CBAs, through June 30, 2008.  The
savings the City realized through these interim agreements,
combined with cuts to other general fund expenditures and one-time
transfers into the general fund, allowed the City to avoid
insolvency through the end of the 2007-08 fiscal year ending June
30, 2008.  However, as all parties realized, the interim
agreements did not provide a long-term solution to the general
fund imbalance, let alone solvency for the fiscal year commencing
July 1, 2008.

In early March 2008, in an attempt to develop long-term
solutions, the City, VPOA and IAFF agreed to engage in mediation
for at least 45 days with a stated objective: to discuss
expenditure reductions, revenue enhancements and CBA
modifications in an attempt to develop a general fund budget plan
that ensured funding for a range of city services and provided
for a positive general fund reserve at the end of each fiscal
year through June 30, 2012.  The parties, also joined by the
IBEW, worked diligently with the neutral mediator from March 3
through May 16 but were unable to reach a mutually acceptable
long-term solution.

On May 6, 2008, the City Council adopted a resolution authorizing
the filing of a petition under Chapter 9 of the Bankruptcy Code.
Even after the adoption of the resolution, the City and the labor
groups continued their efforts to develop a viable financial plan
to correct the City's general fund imbalance; again, they were
not successful.

On May 23, 2008, the City filed a Chapter 9 petition with the
Court.

                   About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in   
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.

(Vallejo Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VALLEJO CITY: Asks Court to Set June 9 as Objection Deadline
------------------------------------------------------------
The city of Vallejo, California, asks the U.S. Bankruptcy Court
for the Eastern District of California to set June 9, 2008, as the
deadline to file objections to its Chapter 9 petition.

The Debtor also asks the Court to approve the notice form and
manner by which creditors will be notified of the Debtor's Chapter
9 Petition, the automatic stay, the Debtor's purpose for seeking
bankruptcy protection and the deadline for filing objections to
the Petition.

The Debtor intends to publish the notice in The Times Herald and
in The Bond Buyer immediately after the Court's approval, once a
week for three consecutive weeks.

Katherine Thomas, Esq., at Orrick, Herrington & Sutcliffe LLP,
says the two publications have reported news regarding the
Debtor's seeking solutions to its financial woes; and The Bond
Buyer is a newspaper of general circulation among municipal bond
dealers and bondholders and is being published within the Eastern
District of California.

Ms. Thomas further says the Debtor wants to fast-track the
approval of the Petition.  She notes the proposed objection
deadline is 14 days from the date when the Petition was filed.

The Debtor also formally asks the Court to direct the Bankruptcy
Clerk to mail the Notice to all its listed creditors.

                   About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in   
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.

(Vallejo Bankruptcy News, Issue No. 1; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


VERTICAL COMPUTER: March 31 Balance Sheet Upside-Down by $15.5MM
----------------------------------------------------------------
Vertical Computer Systems Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,210,947 in total assets and $16,701,599
in total liabilities, resulting in a $15,490,652 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,108,056 in total current assets
available to pay $14,426,681 in total current liabilities.

The company reported a net loss of $262,413, on revenues of
$1,609,850, for the first quarter ended March 31, 2008, compared
with a net loss of $899,194, on revenues of $1,330,763, 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?2c94

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 14, 2008,
Malone & Bailey, PC, in Houston, expressed substantial doubt about
Vertical Computer Systems Inc.'s ability to continue as a going
concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  The auditing firm
pointed to the company's losses from operations and working
capital deficiency.

                     About Vertical Computer

Based in Richardson, Tex., Vertical Computer Systems Inc.  
(OTC BB: VCSY) -- http://www.vcsy.com/-- is a multinational   
provider of administrative software services, Internet core
technologies, and derivative software application products through
its distribution network.


WELLMAN INC: Court OKs Conway Del Genio as Restructuring Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the employment of Conway, Del Genio, Gries & Co., LLC, as
the chief restructuring advisor of Wellman Inc. and its debtor-
affiliates.

As disclosed in the Troubled Company Reporter on May 13, 2008,
the debtors slam the objection of the Official Committee of
Unsecured Creditors to the proposed employment of Conway, Del
Genio, Gries & Co., LLC, as chief restructuring officer, saying
that it is required by the $225 million DIP facility.

"If the [Debtors] fail to do so, [they] will be in default under
the DIP facility, and their ability to continue operating their
business in chapter 11 will be jeopardized," says Jonathan Henes,
Esq., at Kirkland & Ellis LLP, in New York.

As reported in the Troubled Company Reporter on April 28, 2008,
the creditors' committee told the Court that the Debtors do not
need a chief restructuring officer since they already have a
sufficient management team, two large firms and a major investment
bank, to help them operate their business, run their bankruptcy
cases, and sell assets.

The TCR previously reported that the the Debtors sought authority
from the Court to employ Conway, Del Genio, Gries & Co., LLC, to
provide restructuring management services.  The Debtors stated it
selected CDG because of its long-standing reputation in assisting
companies through complex financial restructuring, including
Chapter 11 cases.  Since CDG was founded, it has advised on over
90 restructuring and interim management transactions.  The panel
says that retaining a chief restructuring officer at the cost of
$125,000 a month, where administrative insolvency is a distinct
possibility makes little sense.

Mr. Henes says that the employment of Conway may impose   
additional costs on the Debtors' estates, however, the benefits
of having a seasoned CRO in-house outweighs the costs.

                           Court Ruling

Conway will serve the Debtors according to the terms of the
engagement letter dated March 12, 2008, under the direction and
guidance of the Board of Directors of Wellman, Inc.  The firm,
however, will not serve the Debtors as crisis manager, financial
advisor, claims agent or administrator and investor.  

If not otherwise terminated in accordance with the terms of its
engagement, Conway's employment will be terminated by a court
order, after the Debtors' reorganization plan takes effect or
after their assets have been substantially sold.

                           About Wellman

Headquartered in Fort Mill, South Carolina, Wellman Inc. ([OTC]:
WMANQ.OB) -- http://www.wellmaninc.com/-- manufactures and    
markets packaging and engineering resins used in food and beverage
packaging, apparel, home furnishings and automobiles.  They
manufacture resins and polyester staple fiber a three major
production facilities.

The company and its debtor-affiliates filed for Chapter 11
protection on Feb. 22, 2008 (Bankr. S.D. N.Y. Case No. 08-10595).   
Jonathan S. Henes, Esq., at Kirkland & Ellis, LLP, in New York
City, represents the Debtors.

Wellman Inc., in its bankruptcy petition, listed total assets
of $124,277,177 and total liabilities of $600,084,885, as of
Dec. 31, 2007, on a stand-alone basis.  Debtor-affiliate ALG,
Inc., listed assets between $500 million and $1 billion on a
stand-alone basis at the time of the bankruptcy filing.  
Debtor-affiliates Fiber Industries Inc., Prince Inc., and
Wellman of Mississippi Inc., listed assets between $100 million
and $500 million at the time of their bankruptcy filings.

On a consolidated basis, Wellman Inc., and its debtor-affiliates
listed $498,867,323 in assets and $684,221,655 in liabilities as
of Jan. 31, 2008.

(Wellman Bankruptcy News, Issue No. 13; Bankruptcy Creditors'
Service Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


WIFIMED HOLDINGS: March 31 Balance Sheet Upside-Down by $7,119,108
------------------------------------------------------------------
WiFiMed Holdings Company Inc.'s consolidated balance sheet at
March 31, 2008, showed $7,466,864 in total assets and $14,585,972
in total liabilities, resulting in a $7,119,108 total  
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $360,278 in total current assets
available to pay $2,033,820 in total current liabilities.

The company reported net income of $3,599,464, on net revenue of
$392,974, for the first quarter ended March 31, 2008, compared
with a net loss of $611,882, on zero revenue, 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?2c99

                     Going Concern Disclaimer

Rotenberg & Co. LLP, in Rochester, N.Y., expressed substantial
doubt about WiFiMed Holdings Company 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 significant operating
losses.

                      About WiFiMed Holdings

Headquartered in Marietta, Ga., WiFiMed Holdings Company Inc.
(OTC BB: WIFM) through its wholly owned subsidiaries WiFiMed Inc.,
EncounterPRO Healthcare Resources Inc., and CyberMedx Medical
Systems Inc. offers proprietary solutions enabling physicians and
other healthcare providers to document the physician-patient
encounter through continuously updated state-of-the-art
technologies.  


WILLIAM DECESARE: Case Summary & 14 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William J. Decesare
        218 Grapevine Road
        Wenham, MA 01984

Bankruptcy Case No.: 08-13291

Chapter 11 Petition Date: May 5, 2008

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: Timothy M. Mauser, Esq.
                  Deutsch Williams Brooks DeRensis & Holland,
P.C.                          
                  One Design Center Place, Suite 600
                  Boston, MA 02210
                  Tel: 617-951-2300
                  Fax: 617-951-2323
                  e-mail: tmauser@dwboston.com

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

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

A copy of the Debtor's petition and a list of its 14 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/mab08-13291.pdf


WILLIAM SHERWOOD: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William Edward Sherwood, Jr.
        7726 Deepdene Road
        Baltimore, MD 21210

Bankruptcy Case No.: 08-16092

Chapter 11 Petition Date: May 1, 2008

Court: District of Maryland (Baltimore)

Judge: Nancy V. Alquist

Debtor's Counsel: Marc Robert Kivitz
                  201 N. Charles Street, Suite 1330
                  Baltimore, MD 21201
                  Tel: (410) 625-2300
                  Fax: (410) 576-0140
                  e-mail: mkivitz@aol.com

Total Assets: $1,945,340

Total Debts:  $2,215,065

A copy of the Debtor's petition and a list of its 20 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/mdb08-16092.pdf


WINSTAR COMMUNICATIONS: Trustee Sues GVC Winstar to Recover Assets
------------------------------------------------------------------
Christine C. Shubert, the Chapter 7 trustee for the estate of
Winstar Communications, Inc., and debtor affiliates, relates that
the Winstar Entities sold their domestic telecom assets to IDT
Winstar Acquisition, Inc.  IDT later sold the Winstar Assets to
GVC Networks, LLC, resulting in the creation of GVCwinstar, a
wholly owned subsidiary of GVC Networks.

In a recent review of Winstar's records, Charles N. Persing, CPA,
a former employee at Winstar, informed the Chapter 7 Trustee that
GVCwinstar is in possession of property of Winstar's estate,
including but not limited to funds at the First Virginia Bank.

The Chapter 7 Trustee informs the U.S. Bankruptcy Court for the
District of Delaware that she demanded turnover of the Winstar
Estate Property on March 12, 2008.  However, as of April 21,
GVCwinstar has not responded to the demand and has failed to
return the Estate Property to the Trustee, Sheldon K. Rennie,
Esq., at Fox Rothschild, LLP, in Wilmington, Delaware, relates.

Accordingly, the Chapter 7 Trustee asks Court to:

   (a) compel GVCwinstar to turnover certain property of the
       Winstar Debtors' estates currently in GVCwinstar's
       possession and control;

   (b) compel GVCwinstar to prepare an accounting of any property
       of the Winstar Debtors' estates that it used since it
       acquired the Debtors' assets; and

   (c) assess sanctions against GVCwinstar for failure to
       turnover the Winstar Debtors' property and to provide
       an accounting of that property, pursuant to Section
       542 of the Bankruptcy Code.

                        About GVC Winstar

Based in Detroit, Michigan, GVC Winstar, LLC, also known as
Winstar Communications, LLC, provides businesses with broadband
business solutions including local and long distance telephone, as
well as high-speed Internet access, data and information services.  
GVC Winstar products and services include Winstar Business
Essentials, Winstar Premier Access, high speed Internet and other
data services, conferencing services, Web hosting solutions,
government solutions, service provider and carrier programs,
Office.com and services for building owners and managers.

GVC Winstar, LLC, filed for chapter 11 bankruptcy protection
before the U.S. Bankruptcy Court for the Eastern District of
Michigan on March 18, 2008 (Case No. 08-46694).  James R. Harris,
Esq., in Detroit represents GVC Winstar.

In its bankruptcy petition, GVC Winstar disclosed $3,200,000 in
total assets and $27,253,120 in total debts.  GVC Winstar has
indicated to the Court that, after any exempt property is excluded
and administrative expenses are paid, there will be no funds
available for distribution to unsecured creditors.  The Debtor
estimated owing money to at least 50 creditors.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.  
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WINSTAR COMMUNICATIONS: Bankruptcy Advisors Sued by IDT Corp.
-------------------------------------------------------------
IDT Corp. and Winstar Holdings LLC commenced an action in May 2007
before the U.S. District Court for the Southern District of New
York, alleging that they were induced to enter an asset purchase
agreement for the acquisition of the Old Winstar assets by various
misrepresentations made by Blackstone Group, L.P., Impala
Partners, LLC, and Citicorp and Old Winstar.  The IDT Plaintiffs
insisted that their claims sound solely in New York common law.

IDT Corp. purchased the assets of the Debtors for $42,500,000,
pursuant to an asset purchase agreement dated December 18, 2001.  
In order to acquire the Debtors' assets, IDT Corp. formed Winstar
Holdings.

Blackstone serves as the Debtors' financial advisors, while Impala
serves as the Debtors' restructuring advisor.  Citicorp, the
Debtors' largest creditor, played a role in negotiating the terms
of the contract between the Debtors and Impala.

                     Blackstone Action Removed

The Blackstone Defendants subsequently sought that the Blackstone
Action be moved to the U.S. Bankruptcy Court for the District of
Delaware.  The IDT Plaintiffs argued that the Action should
remain in the Supreme Court of the State of New York.  

Upon review, District Court Judge Gerard E. Lynch for the Southern
District of New York ruled in favor of the Blackstone Defendants
in December 2007, and removed the Blackstone Action to the U.S.
District Court for the District of Delaware.

The Action was later transferred to the Delaware Bankruptcy
Court, Christine C. Shubert, the Chapter 7 trustee overseeing the
Debtors' estates, reports.

Judge Lynch held that the Winstar APA contains a forum selection
clause, in which the parties agreed that the Delaware Bankruptcy
Court will have exclusive jurisdiction to resolve any dispute
related to the APA.

Judge Lynch further opined that the matter in the Blackstone
Action is closely tied to the Debtors' bankruptcy case, and the
subject Asset Sale is a central aspect and basic function of the
bankruptcy proceedings.  "The sale of the Debtors' assets was
pursuant to directives issued by the Bankruptcy Court, and the
APA was specifically approved by that Court.  The conduct of the
Debtors and its advisors -- which is the subject of the
Plaintiffs' claims -- is postpetition conduct that took place
under the Bankruptcy Court's auspices," Judge Lynch said.

Although the IDT Plaintiffs' claims are asserted as tort claims
of fraud in the inducement, their evaluation will necessarily
involve the interpretation of the Bankruptcy Court-approved APA,
which contains provisions that are inconsistent with the claims
as well as of the Bankruptcy Court's own orders and findings,
Judge Lynch noted.  Moreover, he pointed out, both the IDT
Plaintiffs and the Debtors had stipulated that the Bankruptcy
Court will be the exclusive forum for resolving claims related to
the Winstar Sale.

                     IDT Plaintiffs' Allegations

Under their Complaint, IDT Corp. and Winstar Holdings asserted
charges of fraud, aiding and abetting fraud, negligent
misrepresentation, negligence, and civil conspiracy against
Blackstone, Citicorp and Impala Partners.

Blackstone was retained in 2001 as the Debtors' financial
advisor, with the responsibility of obtaining the highest
possible sale price for the Debtors' assets.  Blackstone's
compensation varied in accordance the sale price of the assets.  
Specifically, Blackstone was to receive 1% of the first
$200,000,000 of consideration from the purchaser.  The IDT
Plaintiffs asserted that this payment scheme provided Blackstone
with an incentive to maximize or inflate that sale consideration.

In connection with the sale, Blackstone, Citicorp, and Impala
assisted in the development and presentations to the Debtors'
Board of Directors.  The IDT Plaintiffs alleged that the
representations made by the Blackstone Defendants in the due
diligence conducted with IDT Corp., as bidder on the Debtors'
assets, were false and fraudulent.  The IDT Plaintiffs contended
that Blackstone, Citicorp, and Impala withheld information that:

   (a) the Debtors were required to continue serving federal
       customers and other parties, without regard to profit; and

   (b) local telephone companies can extort concessions from the
       Debtors by threatening to discontinue termination of calls
       placed by the Debtors' old customers.

The IDT Plaintiffs informed the Bankruptcy Court that they
submitted a bid for the Debtors' assets as a direct and proximate
result of the Blackstone Defendants' misrepresentations and
omissions.  The IDT Plaintiffs thus argued that they are entitled
to a monetary reward for fraud, negligence, punitive damages,
civil conspiracy, as well as interests and costs.  They also
demand jury trial.

             Citicorp, et al., Seek To Dismiss Complaint

In a January 22, 2008 filing, the Blackstone Defendants sought to
dismiss the Complaint for these reasons:

   -- Delaware's three-year statute of limitations bars all the
      IDT Plaintiffs' claims.  IDT Corp. and Winstar Holdings
      waited over five years to file their Complaint.  The
      Blackstone Defendants argued that for a complaint commenced
      in an improper forum and subsequently transferred to the
      correct forum, the transferee court should apply the
      statute of limitations in that court.

   -- The Complaint initiated by IDT constitutes an impermissible
      collateral attack on the Bankruptcy Court's approval of the
      Winstar Asset Sale.  The IDT Plaintiffs' allegations under
      the Complaint were directly contrary to the Bankruptcy
      Court's sale approval order, and the Bankruptcy Court
      approval of the Winstar Sale is final and binding.  

   -- The Asset Purchase Agreement by which IDT Corp. acquired
      Winstar contained disclaimers of reliance which negate
      IDT's ability to establish the crucial element of
      justifiable reliance, thus dooming their claims as a matter
      of substantive law.

              IDT Plaintiffs Oppose Complaint Dismissal,
                      Seek Renewed Abstention

IDT and Winstar Holdings insist that their Complaint is not time-
bared and does not constitute a collateral attack on the sale of
Old Winstar.  The Plaintiffs assert that they pled their
allegations with sufficient particularity.  They maintain that
their Complaint sets forth the nature and subject of Citicorp's
misrepresentations, the true state of affairs, the places where
the misrepresentation occurred and the people involved.

Thus, the IDT Plaintiffs urge the Bankruptcy Court to deny the
dismissal request.

IDT Corp. and Winstar Holdings also ask the Bankruptcy Court to:

   (a) remand their Complaint against Blackstone, Citicorp and
       Impala to the Supreme Court for the County of New York,
       Commercial Division; or

   (b) in the alternative, abstain from hearing the Complaint.

"There is nothing about the Plaintiffs' Claims that serve as
jurisdictional foundation," William P. Bowden, Esq., at Ashby &
Geddes, P.A., in Wilmington, Delaware, asserts.  "The
[Bankruptcy] Court lacks jurisdiction over the matter, since the
Claims neither 'arise in' nor 'relate to' the Old Winstar
bankruptcy case," he says.

Claims "arise in" a bankruptcy case if "by their nature, not
their particular factual circumstance, [they] could only arise in
the context of a bankruptcy case." Stoe, 436 F.3d at 218(citing
Halper v. Halper, 164 F.3d 830, 836 (3d Cir. 1999)).  If claims
could exist outside the context of bankruptcy, they do not meet
the "arising in" standard.  District Court Judge Lynch's opinion
on the removal of the Blackstone Action readily acknowledged that
the IDT Plaintiffs' Claims are not, by their nature, the type
that "can only be brought in a bankruptcy action," Mr. Bowden
recounts.

Claims are "related to" a bankruptcy proceeding if their outcome
could "conceivably have any effect" on "the debtor's rights,
liabilities, options or freedom of action." Pacor, Inc. v.
Higgins, 743 F.2d 984, 994 (3d Cir. 1984)  It is not sufficient
that a claim merely share common facts with a bankruptcy
proceeding.  

In line with this, Mr. Bowden notes that the New York District
Court found that the Impala Agreement with Old Winstar and its
related indemnification provisions "unquestionably" created
subject matter jurisdiction over the entire Blackstone Action
without any analysis of its terms.  He adds that assuming the
Impala Indemnification Provision suffices to confer subject
matter jurisdiction over the Claims against it, that finding
still does not extend to Blackstone and Citicorp.  "Indeed,
'related to' subject matter jurisdiction must lie with respect to
each claim asserted against each Defendant," he maintains.

Mr. Bowden avers that the Claims alleged in the Complaint arise
entirely under New York law.  There is no allegation that the
Defendants caused any harm to the Debtors, their estates or their
creditors, he adds.

         Blackstone, et al., Oppose Abstention Request

With their Abstention Motion, the IDT Plaintiffs seem to
disregard Judge Lynch's sholarly and well-reasoned opinion,
Victoria W. Counihan, Esq., at Greenberg Traurig, LLP, in
Wilmington, Delaware, points out.

She contends that the IDT Plaintiffs failed to show that Judge
Lynch's decision finding bankruptcy jurisdiction is erroneous.  

Moreover, the Plaintiffs have come nowhere close to showing the
'extraordinary circumstances' required to deny Judge Lynch's
Order effect as law of the case, Ms. Counihan argues.  "The
Plaintiffs offered no new evidence, argued no new law, and cited
no binding authority which runs contrary to Judge Lynch's Order
-- because they cannot," she says.

Ms. Counihan asserts that Judge Lynch's original removal ruling
on abstention was entirely correct and it constitutes the law of
the case, binding on the parties and on the Bankruptcy Court.  
"The Plaintiffs' second request for remand or abstention is no
more meritorious than their first."

Thus, Blackstone and Citicorp ask the Bankruptcy Court to deny
the Plaintiffs' renewed motion for abstention.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.  
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.  
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Chapter 7 Trustee is currently embroiled in a legal battle
before the U.S. Court of Appeals for the Third Circuit to recover
about $200 million in payments made to Lucent Technologies.  The
parties also allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WINSTAR COMMUNICATIONS: Blackstone Files Indemnification Claims
---------------------------------------------------------------
The Blackstone Group, LP, seeks the allowance and payment of its
administrative expense claims against the Debtors' estates.

The Debtors retained Blackstone in 2001, to provide financial
advisory services with respect to the sale of their assets.  
Pursuant to the Blackstone Retention Agreement, the Debtors
agreed (i) to indemnify and hold Blackstone harmless from any
losses or liabilities relating to the firm's retention, and (ii)
to reimburse the firm for all expenses in connection with
defending any action.

In 2001, the Debtors sold its domestic telecom assets to IDT
Winstar Acquisition, Inc.

On May 10, 2007, Winstar Holdings, LLC, and IDT Corporation filed
an action in the New York Supreme Court against Blackstone,
Impala Partners, LLC, and Citicorp, alleging that the Defendants
fraudulently made misrepresentations about the value of the
Winstar assets.  The Action was later removed to the Delaware
District Court.  In December 2007, the Delaware District Court
referred the action to the Delaware Bankruptcy Court.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, states that Blackstone has spent considerable time and
money in defending the Action, and will continue to do so
throughout its resolution.

Blackstone seeks indemnification from the Debtors, pursuant to
the Retention Agreement.  Mr. Meloro says that the firm's
Indemnification Claims include $257,064 in legal fees, incurred
by its counsel, Kirkland & Ellis LLP, as well as an unliquidated
component for future legal fees incurred in connection with
defending the Action.

                 About Winstar Communications

Based in New York, Winstar Communications, Inc., provides
broadband services to business customers.  The company and its
debtor-affiliates filed for chapter 11 protection on April 18,
2001 (Bankr. D. Del. Case Nos. 01-01430 through 01-01462).  As
part of their chapter 11 restructuring strategy, the Debtors sold
their domestic telecom assets to IDT Winstar Acquisition, Inc.  
IDT later sold the Winstar Assets to GVC Networks, LLC, resulting
in the creation of GVCwinstar, a wholly owned subsidiary of GVC
Networks.

On Jan. 24, 2002, the Bankruptcy Court converted the Debtors'
cases to a chapter 7 liquidation proceeding .  Christine C.
Shubert serves as the Debtors' chapter 7 trustee.  The chapter 7
trustee is represented by Fox Rothschild LLP and Kaye Scholer LLP.  
When the Debtors filed for bankruptcy, they listed $4,975,437,068
in total assets and $4,994,467,530 in total debts.

The Debtors are currently embroiled in a legal battle before the
U.S. Court of Appeals for the Third Circuit to recover about $200
million in payments made to Lucent Technologies.  The parties also
allege breach of contract claims.

(Winstar Bankruptcy News, Issue No. 84; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                   Chapter 7 Trustee Objects

Christine C. Shubert, the Chapter 7 trustee for Winstar
Communications, Inc.'s estates, asks the Court to deny
Blackstone's request, on the grounds that the request is
premature and cannot be considered until the conclusion of the
Litigation.

The Blackstone Action alleges that Blackstone engaged in bad
faith, gross negligence, and willful misconduct, Ms. Shubert
notes.  He says that if proven, the Debtors will not be liable
for any expenses it incurred pursuant to the parties' Indemnity
Agreement.

Ms. Shubert argues that if Blackstone will be entitled to a claim
under the Indemnification Agreement, that claim will be a Chapter
11 administrative claim, since the firm was not employed as a
professional in the Debtors' Chapter 7 cases.  However, Ms.
Shubert does not concede that Blackstone is entitled to a claim
or that any claim the firm may ultimately be allowed would be
entitled to priority status.

Ms. Shubert contends that if Blackstone is entitled to a Chapter
11 administrative claim, that claim should be subordinate to all
Chapter 7 administrative expenses.  Thus, it cannot be paid
immediately, and must be paid after the Chapter 7 expense claims
are paid in full, and other Chapter 11 administrative claims are
paid, if at all, at the conclusion of the case.  There is no
provision in the Bankruptcy Code that authorizes the immediate
payment of a Chapter 11 administrative expense claim in a Chapter
7 case, Ms. Shubert notes.

Ms. Shubert adds that at the present time, the Debtors' assets
are encumbered and there are no funds available to pay Chapter 11
administrative claims.


W.R. GRACE: Sealed Air May Borrow Money to Pay $700MM to Grace
--------------------------------------------------------------
Sealed Air Corporation intends to borrow money to help pay its
settlement with W.R. Grace & Co., Bloomberg News reports,
quoting David Kelsey, Sealed Air's chief financial officer.

As widely reported, W.R. Grace settled its asbestos liabilities in
early April 2008.  Part of the settlement will be funded by more
than $700,000,000 cash payments from Sealed Air, the company that
purchased W.R. Grace's Cryovac Division in 1998.

Bloomberg related that Mr. Kelsey gave assurance that Sealed Air
could meet its obligation under the settlement with more than
$400,000,000 cash on hand and short-term borrowing.  "We have
ample liquidity to fund that cash portion," Bloomberg quoted Mr.
Kelsey.

In 2002, Sealed Air, which became target of numerous asbestos-
related claims when it acquired Grace's Cryovac packaging
business, settled with W.R. Grace's asbestos committees.

The asbestos committees filed a complaint against Sealed Air
seeking to recovering transfers that W.R. Grace made to the
company in connection with the Cryovac acquisition.  In exchange
for payments, W.R. Grace released all of its claims against Sealed
Air.

                         About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container
products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., as financial advisor.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The Debtors' exclusive period to file a
chapter 11 plan expired on July 23, 2007.

The Bankruptcy Court adjourned plan-related proceedings pending an
estimation of W.R. Grace's asbestos-related personal injury
liabilities.  PI estimation proceedings commenced on January 14,
2008.

In early April 2008, W.R. Grace and the PI Committee entered into
a settlement-in-principle regarding the PI asbestos claims.  The
settlement calls for the creation of a Section 524(g) trust and
payments of about $3,000,000,000 in cash and stocks from W.R.
Grace.  The PI estimation trial was discontinued.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  As of
November 30, 2007, W.R. Grace's balance sheet showed total assets
of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 158; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Wants Court OK to Contribute $24 Mil. to Pension Plan
-----------------------------------------------------------------
W.R. Grace Co. and its debtor-affiliates seek authority from the
United States Bankruptcy Court for the District of Delaware to
contribute $24,000,000 to their defined benefit retirement plans
covering employees in the United States.

The contributions are due January 15, 2009, and are necessary to
assure compliance with the minimum funding requirements under
applicable federal law, Laura Davis Jones, Esq., at Pachulski
Stang Ziehl & Jones, LLP, in Wilmington, Delaware, says.  

The Court previously authorized the Debtors to contribute up to
$302,700,000 to the Retirement Plans since 2003:

         Date                  Contribution
         ----                  ------------
         2003                   $48,500,000
         2004                    20,000,000
         2005                    24,100,000
         2006                   101,400,000
         2007                    76,000,000
         2008                    32,700,000
                               ------------
         Total                 $302,700,000
                               ============

Ms. Jones relates that the legally required minimum contributions
to the Grace Retirement Plans for the 2008-2009 Funding Period
are:

   Due Date                    Plan Year      Contribution
   --------                    ---------      ------------
   July 15, 2008                  2008             $20,284         
   September 15, 2008             2008          10,528,926         
   October 15, 2008               2008           5,820,937         
   January 15, 2009               2008           7,604,629         
                                              ------------      
         Total                                 $23,974,776
                                              ============

According to Ms. Jones, the contributions have been finalized,
and are not subject to change as a result of future market
performance of the assets of the Grace Retirement Plans or any
anticipated changes in applicable law.  However, she explains, it
is necessary to secure the Court's approval for the payment of
legally required minimum contributions for the January 15, 2009
Period at this time because the first due date with respect to
the contribution is July 15, 2008.

The Debtors contend that continuing to make at least the legally
required minimum contributions to each of the Grace Retirement
Plans is essential to maintaining the morale of their workforce
and the workforce' confidence in management.

                         About W.R. Grace

Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA) --
http://www.grace.com/-- supplies catalysts and silica products,
especially construction chemicals and building materials, and
container products globally.

The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).  
David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura
Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP,
represent the Debtors in their restructuring efforts. The Debtors
hired Blackstone Group, L.P., as financial advisor.  
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent
the Official Committee of Unsecured Creditors. The Creditors
Committee tapped Capstone Corporate Recovery LLC for financial
advice. David T. Austern, the legal representative of future
asbestos personal injury claimants, is represented by Orrick
Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA.
Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla
R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official
Committee of Asbestos Personal Injury Claimants. The Asbestos
Committee of Property Damage Claimants tapped Scott Baena, Esq.,
and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod,
LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel, LLP, represents the Official Committee of
Equity Security Holders.

The Debtors filed their Chapter 11 Plan and Disclosure Statement
on Nov. 13, 2004.  On Jan. 13, 2005, they filed an Amended Plan
and Disclosure Statement. The Debtors' exclusive period to file a
chapter 11 plan expired on July 23, 2007.

The Bankruptcy Court adjourned plan-related proceedings pending an
estimation of W.R. Grace's asbestos-related personal injury
liabilities.  PI estimation proceedings commenced on January 14,
2008.

In early April 2008, W.R. Grace and the PI Committee entered into
a settlement-in-principle regarding the PI asbestos claims.  The
settlement calls for the creation of a Section 524(g) trust and
payments of about $3,000,000,000 in cash and stocks from W.R.
Grace.  The PI estimation trial was discontinued.

At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of $3,620,400,000 and total debts of $4,189,100,000.  As of
November 30, 2007, W.R. Grace's balance sheet showed total assets
of $3,335,000,000, and total debts of $3,712,000,000.

(W.R. Grace Bankruptcy News, Issue No. 158; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


* Lehman Brothers to Form Restructuring and Finance Division
------------------------------------------------------------
Lehman Brothers disclosed that it intends to form a restructuring
and finance group to seize opportunities coming from increased
bankruptcy filings, The New York Times reports.

Former restructuring head Mark J. Shapiro will lead the new
division, says the New York Times. Among his appointed colleagues
within the team are Jim Seery and Gilbert W. Sanborn, both of
which previously headed the fixed income loan department and
advisory services division, respectively.

The department is a melding of the company's advising and lending
activities of its restructuring practices, and joins together the
investment banking and fixed income divisions of the company,
according to the Times.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an  
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide. Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity. The firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.


* AlixPartners' Jay Alix Up for Induction to TMA Hall of Fame
-------------------------------------------------------------
AlixPartners disclosed that its founder, Jay Alix, was named to
the inaugural class for induction into the Turnaround Management
Association-sponsored Turnaround, Restructuring, and Distressed
Investing Industry Hall of Fame.

The TMA established the Hall of Fame to honor and preserve the
names of the individuals who contributed toward the increased
stature and respect of the turnaround industry.  Future inductions
will occur at five-year intervals.

"I could not think of anyone more deserving of this honor," said
Michael Grindfors, CEO of AlixPartners.  "Jay played a critical
role in the evolution of what is now a global turnaround industry
-– cementing turnaround concepts into the modern business lexicon
and taking turnaround practices across borders.  He is a
revolutionary thought-leader and pioneering trailblazer."

Alix founded AlixPartners in 1981 to provide a full line of
services to underperforming, distressed, and troubled companies.
He was instrumental in introducing a variety of "firsts" in the
turnaround industry, including "turnaround teams" involving client
employees in implementing turnaround initiatives, results-based
success fees, and the role of chief restructuring officer.  In
1994, Alix was the only businessperson appointed by former U.S.
President Bill Clinton to serve on the National Bankruptcy Review
Commission whose mandate was to recommend improvements to the U.S.
Bankruptcy Code, and he is one of a few non-lawyers to teach new
judges on the topics of finance and accounting issues in
bankruptcy.

Alix has received dozens of honors throughout the years in
recognition of his outstanding career and service to the industry,
including being named a Fellow in the American College of
Bankruptcy, receiving the TMA's Chairman's Award, and receiving
the Harvey R. Miller Outstanding Achievement Award.

                          About the TMA

Based in Chicago, the Turnaround Management Association --
http://www.turnaround.org/-- has more than 8,100 members in 43  
regional chapters who comprise a professional community of
turnaround practitioners, attorneys, accountants, investors,
lenders, venture capitalists, appraisers, liquidators, executive
recruiters and consultants.  Its Certified Turnaround Professional
program recognizes professional excellence and provides an
objective measure of expertise related to workouts, restructurings
and corporate renewal.

                        About AlixPartners

AlixPartners -- http://www.alixpartners.com/-- is a leading  
global business advisory firm offering services across four main
disciplines -- operational performance improvement, financial
restructuring and bankruptcy reorganization, litigation consulting
and financial advisory services.  The firm's expertise is in
helping clients anticipate, evaluate and successfully resolve
urgent, high-impact business challenges in an increasingly complex
legal, regulatory and economic landscape.  Drawing on the
experience of more than 700 employees from 13 offices across North
America, Europe and Asia, the firm commits small teams of seasoned
professionals to deliver results when it really matters.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

May 7-10, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      27th Annual Spring Meeting
         Gaylord National Resort & Convention Center
            National Harbor, Maryland
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, 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.

                    *** End of Transmission ***