TCR_Public/080529.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Thursday, May 29, 2008, Vol. 12, No. 127

                             Headlines

121 INVESTORS: Case Summary & 20 Largest Unsecured Creditors
165-10 ARCHER AVE: Case Summary & 16 Largest Unsecured Creditors
815 EAST CAMELBACK: Voluntary Chapter 11 Case Summary
2970 REALTY: Case Summary & 6 Largest Unsecured Creditors
5019 PARTNERS: Case Summary & 2 Largest Unsecured Creditors

8320 MELROSE: Case Summary & 8 Largest Unsecured Creditors
ADRENALINA: Posts $2,171,574 Net Loss in 2008 First Quarter
AIRBEE WIRELESS: March 31 Balance Sheet Upside-Down by $6,292,778
AIR TITE: Case Summary & 20 Largest Unsecured Creditors
AMEREX GROUP: March 31 Balance Sheet Upside-Down by $8,352,901

AMERICAN AXLE: Reports 2009-2013 New Business Backlog of $1.4 Bil.
AMERICAN COASTAL: Case Summary & 20 Largest Unsecured Creditors
AMERICAN COLOR: Moody's Cuts Second Lien Notes' Rating to C
AMERISOURCE TECH: March 31 Balance Sheet Upside-Down by $752,482
AMSEA INC: Case Summary & 4 Largest Unsecured Creditors

AUTUMN GATES: Case Summary & Six Largest Unsecured Creditors
BARRINGTON BROADCASTING: Moody's Junks Rating on Sr. Sub. Bonds
BAYWOOD INTERNATIONAL: Posts $122,492 Net Loss in 2008 1st Quarter
BROADWEBASIA INC: March 31 Balance Sheet Upside-Down by $9,334,666
BROWNS DRIVE-IN: Case Summary & 20 Largest Unsecured Creditors

CARE LEVEL: Case Summary & 126 Largest Unsecured Creditors
CERES CAPITAL: Chapter 11 Plan Confirmed; Can Use Cash Collateral
CHC HELICOPTER: Solicits Consents to Amend Term of 7 3/8% Notes
CITY CAPITAL: March 31 Balance Sheet Upside-Down by $1,350,534
CLEARPOINT BUSINESS: March 31 Balance Sheet Upside-Down by $16MM

CORD BLOOD: March 31 Balance Sheet Upside-Down by $3,976,561
CORDIA CORP: March 31 Balance Sheet Upside-Down by $4,784,160
CULPEPER CROSSROADS: Case Summary & 2 Largest Unsecured Creditors
DOMINO'S PIZZA: East Peak et al. Declare 6.24% Equity Ownership
D S RENTCO: Voluntary Chapter 11 Case Summary

DUN & BRADSTREET: President and CEO Enter Into Stock Trading Plans
DURA AUTOMOTIVE: Blackstone Group to Lead Exit Financing Facility
DURA AUTOMOTIVE: Posts Q1 Loss Despite Rise in Sales; 10-Q Delayed
EASTLAND TERRACE: Case Summary & Five Largest Unsecured Creditors
EATO LLC: Case Summary & 11 Largest Unsecured Creditors

EIE LLC: Voluntary Chapter 11 Case Summary
ENCAP GOLF: Section 341(a) Meeting Scheduled for June 18
ESPRE SOLUTIONS: March 31 Balance Sheet Upside-Down by $111,500
FAMILY ROOM: March 31 Balance Sheet Upside-Down by $3,900,862
FASHION HOUSE: Grobstein Horwath Expresses Going Concern Doubt

FIRST DATA: Agrees to End CPS Joint Venture with JPMorgan Chase
FIRST MAGNUS: Various Claims Transferred to Two Entities
FORD MOTOR: May Cut Up to 2,000 Salaried Workers by August 1
GLOBAL REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
GOLDEN EAGLE: Posts $311,146 Net Loss in 2008 First Quarter

GPS INDUSTRIES: Posts $2,950,000 Net Loss in 2008 First Quarter
GUARDIAN TECH: March 31 Balance Sheet Upside-Down by $8,857,840
HOTH HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
IC ISAACS: BDO Seidman Raises Substantial Doubt
IGNIS PETROLEUM: March 31 Balance Sheet Upside-Down by $2,903,756

INT'L CONSOLIDATED: Posts $2,991,160 Net Loss in 2008 1st Quarter
IRWIN RHODES: Case Summary & 5 Largest Unsecured Creditors
ISORA LUBERTO: Voluntary Chapter 11 Case Summary
JIHAD NAZZAL: Voluntary Chapter 11 Case Summary
JIMMY DUNN: Case Summary & 15 Largest Unsecured Creditors

JOHN KEOWN: Voluntary Chapter 11 Case Summary
KANSAS CITY SOUTHERN: Moody's Assigns B2 Rating on $275MM Notes
KLAAS REYNEVELD: Case Summary & 20 Largest Unsecured Creditors
LINENS N THINGS: Names Stalking Horse Bidders for Store Auction
LINENS N THINGS: Inserts East Wants Administrative Claim Paid

LINENS N THINGS: U.S. Trustee Wants Gardere Wynne's Scope Limited
MARYLAND DEVELOPMENT: Has Until August 19 to File Chapter 11 Plan
MESA AIR: COO Warns of Bankruptcy by July if Delta Deal Ends
MOBILE TOWER: Case Summary & 17 Largest Unsecured Creditors
MOMENTUM BIOFUELS: Posts $1,112,735 Net Loss in 2008 First Quarter

MONEY CENTERS: March 31 Balance Sheet Upside-Down by $8,201,514
MOOG INC: Prices $200 Million Offering of 7-1/4% Senior Sub. Notes
MOOG INC: Moody's Rates Proposed $150 Million Sr. Sub. Notes Ba3
MOUNTAINVIEW PARTNERS: Case Summary & 20 Largest Unsec. Creditors
MTS PRODUCTS : Case Summary & 13 Largest Unsecured Creditors

NEONODE INC: March 31 Balance Sheet Upside-Down by $9,441,000
NEW CENTURY COS: March 31 Balance Sheet Upside-Down by $1,908,610
NEW CENTURY COS: Squar Milner Expresses Going Concern Doubt
NEXIA HOLDINGS: March 31 Balance Sheet Upside-Down by $7,403,360
NEXTERA ENTERPRISES: Ernst & Young Expresses Going Concern Doubt

NORTHWESTERN CORP: Seeks Court Nod to Buy Back 3.1 Mil. DCR Shares
OVALE GROUP: Tabriztchi & Co Expresses Going Concern Doubt
OXIS INTERNATIONAL: March 31 Balance Sheet Upside-Down by $234,000
PATIENT SAFETY: Posts $1,568,471 Net Loss in 2008 First Quarter
POSITRON CORP: March 31 Balance Sheet Upside-Down by $4,827,000

PRB ENERGY: Amends DIP Pact; Can Borrow Up to $1.4 Million
PREDATOR RIDGE: Files Chapter 11 Voluntary Case Summary
PRIMUS TELECOM: Distressed Debt Exchange Cues Moody's Ratings Cut
QUEBECOR WORLD: Seeks Approval on Lease Agreement with Headlands
QUEBECOR WORLD: Blamed for Quebecor Inc.'s Huge Loss

QUEBECOR WORLD: Wants to Provide Severance Pay to Selected Workers
RECAREDO GUTIERREZ: Case Summary & 20 Largest Unsecured Creditors
ROBIN ROACH: Case Summary & 20 Largest Unsecured Creditors
ROGER STEIN: Case Summary & 20 Largest Unsecured Creditors
RPM TECH: March 31 Balance Sheet Upside-Down by $1,961,426

SARATOGA RESOURCES: March 31 Balance Sheet Upside-Down by $845,606
SEA CONTAINERS: Gets Court Nod to Amend Non-Insider Retention Plan
SEA CONTAINERS: SCSL Panel Can Hire Punter as Pension Advisor
SEA CONTAINERS: Committee Blocks Plan to Depose SCL Panel Advisor
SEAWAY VALLEY: Posts $2,930,356 Net Loss in 2008 First Quarter

SECURITY WITH ADVANCED: Posts $1,379,772 Net Loss in 2008 1st Qtr.
SENTINEL MANAGEMENT: Disclosure Statement Hearing Set for June 10
SHANDONG ZHOUYUAN: Earns $142,839 in 2008 First Quarter
SHAPES/ARCH: Committee Can Hire Cole Schotz as Bankr. Co-Counsel
SHAPES/ARCH: Committee Can Hire Halperin Battaglia as Counsel

SIMTROL INC: March 31 Balance Sheet Upside-Down by $166,562
SINOFRESH HEALTHCARE: Moore Stephens Expresses Going Concern Doubt
SONA MOBILE: March 31 Balance Sheet Upside-Down by $1,386,098
STANDARD PACIFIC: Secures $530MM Financing from MatlinPatterson
SUPERIOR ESSEX: Moody's Hikes Rating on Sr. Unsecured Notes to B1

TARRAGON CORP: Files 10Q to Comply with Nasdaq Criteria
TARRAGON CORP: March 31 Balance Sheet Upside Down by $117 Million
TINSELTOWN VIDEO: Case Summary & 19 Largest Unsecured Creditors
TOUSA INC: Taps John R. Boken as Chief Executive Officer and Pres.
TRANSAX INT'L: March 31 Balance Sheet Upside-Down by $3.1 Million

TROPICANA ENT: In Talks with Onex Corp. on $100 Million Funding
TRANSATLANTIC PETROLEUM: Management Expresses Going Concern Doubt
UAL CORPORATION: To Meet with USAir CEO to Iron Out Deal
US AIRWAYS: To Meet with United CEO to Iron Out Deal
US AIRWAYS: Weakening Performance Cues Moody's Negative Outlook

USA SUPERIOR: Posts $553,402 Net Loss in 2008 First Quarter
US DRY CLEANING: Posts $2,679,051 Net Loss in Qtr. Ended March 31
VERTIS INC: Moody's Holds C Rating on $284 Million Sr. Sub. Notes
VI-JON INC: Improved Credit Metrics Cue Moody's to Hike Ratings
VISUAL MANAGEMENT: March 31 Balance Sheet Upside-Down by $2.6 MM

VOX VII: Voluntary Chapter 11 Case Summary
WATTS BAR: Case Summary & 16 Largest Unsecured Creditors
WELLMAN INC: Court OKs Conway Del Genio as Restructuring Advisor
WESTOVER CENTER: Case Summary & Two Largest Unsecured Creditors
WIFIMED HOLDINGS: March 31 Balance Sheet Upside-Down by $7,119,108

WILDERNESS SHORES: Case Summary & 20 Largest Unsecured Creditors
WILLIAM MIZELL: Case Summary & Four Largest Unsecured Creditors
WILLIAMS PANEL: Case Summary & 20 Largest Unsecured Creditors
WORLD HEART: Nasdaq to Consider Delisting Appeal on July 10
WORLD HEART: Nasdaq to Hear Appeal on Stocks Delisting on July 10

X-CHANGE CORP: March 31 Balance Sheet Upside-Down by $250,798

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

                             *********

121 INVESTORS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: 121 Investors, LLC
          dba Prime 121
        121 Clayton Lane
        Denver, CO 80206

Bankruptcy Case No.: 08-16270

Type of Business: The Debtor operates a restaurant serving steaks
                  and seafood.  It is located in North Cherry
                  Creek, Denver.  See: http://www.prime121.com/

Chapter 11 Petition Date: May 7, 2008

Court: District of Colorado (Denver)

Judge: Bruce Campbell

Debtor's Counsel: Lee M. Kutner
                  303 E. 17th Ave., Ste. 500
                  Denver, CO 80203
                  Tel: 303-832-2400
                  e-mail: lmk@kutnerlaw.com

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

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

A list of the Debtor's 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/cob08-16270.pdf


165-10 ARCHER AVE: Case Summary & 16 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: 165-10 Archer Avenue Incorporated
        244 Madison Ave., Suite 2730
        New York, NY 10016

Bankruptcy Case No.: 08-11719

Type of Business: The Debtor owns and operates a 10-store strip
                  mall located at 92-61 165th Street in Jamaica,
                  New York.

Chapter 22 Petition Date: May 7, 2008
                          The Debtor first filed for bankruptcy
                          on September 30, 2004.

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Arnold Mitchell Greene, Esq.
                  Robinson Brog Leinwand Greene
                     Genovese & Gluck, P.C.
                  1345 Avenue of the Americas, 31st Floor
                  New York, NY 10105
                  Tel: (212) 586-4050
                  Fax: (212) 956-2164
                  e-mail: amg@robinsonbrog.com

Total Assets: $3,000,000

Total Debts:  $2,785,218

A copy of the Debtor's petition and a list of their 16 largest
unsecured creditors is available for free at:

          http://bankrupt.com/misc/nysb08-11719.pdf

The Debtor identified Pinky Sethi of 677 Cornwell Avenue in West
Hempstead, New York, as its largest unsecured creditor with a
claim for $450,000.  Other claims range between $50,000 to $900.


815 EAST CAMELBACK: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: 815 EAST CAMELBACK, LLC
        c/o David R. Johns
        6845 North 17th Place
        Phoenix, AZ 85016

Bankruptcy Case No.: 08-05569

Type of Business: The Debtor is a single asset real estate entity.

Chapter 11 Petition Date: May 13, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: DONALD W. POWELL, Esq.
                  CARMICHAEL & POWELL, P.C.
                  7301 N. 16TH ST., #103
                  PHOENIX, AZ 85020
                  Tel: 602-861-0777
                  Fax: 602-870-0296
                  e-mail: d.powell@cplawfirm.com

Total Assets: $1,600,000

Total Debts:  $1,503,304

A copy of the Debtor's petition and its schedules of assets and
liabilities is available for free at:

          http://bankrupt.com/misc/azb08-05569.pdf


2970 REALTY: Case Summary & 6 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: 2970 Realty LLC
        c/o Mary Daly
        40 Crotty Ave
        Yonkers, NY 10704

Bankruptcy Case No.: 08-11942

Type of Business: The Debtor is a single asset real estate entity.

Chapter 11 Petition Date: May 23, 2008

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Mark A. Frankel, Esq.
                  Backenroth Frankel & Krinsky, LLP
                  489 Fifth Avenue
                  New York, NY 10017
                  Tel: (212) 593-1100
                  Fax: (212) 644-0544
                  e-mail: mfrankel@bfklaw.com

Total Assets: $1,722,500

Total Debts:  $1,636,574

A copy of the Debtor's petition and a list of its 6 largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/nysb08-11942.pdf

The claim amounts of these creditors range between $76 to $9,727.


5019 PARTNERS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 5019 Partners, LLC
        5019 Genesta Ave.
        Encino, CA 91316

Bankruptcy Case No.: 08-13370

Type of Business: The Debtor is a single asset real estate entity.

Chapter 11 Petition Date: May 22, 2008

Court: Central District of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: M. Jonathan Hayes, Esq.
                  21800 Oxnard St., Ste 840
                  Woodland Hills, CA 91367
                  Tel: 818-710-3656
                  Fax: 818-710-3659
                  e-mail: jhayes@polarisnet.net

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

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

Debtor's 2 Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Angelus Funding Inc.           loans                    $25,000
190 No. Canon, #421
Beverly Hills, CA 90210

Jonathan Feldman               legal services            $5,500
Magasin & Feldman
4640 Admiralty Way
Marina Del Ray, CA 90292


8320 MELROSE: Case Summary & 8 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: 8320 Melrose Avenue, LLC
        191 E. Jefferson Boulevard
        Los Angeles, CA 90011
        Tel: 323-233-8111

Bankruptcy Case No.: 08-16424

Type of Business: The Debtor is a single asset real estate entity.

Chapter 11 Petition Date: May 9, 2008

Court: Central District Of California (Los Angeles)

Debtor's Counsel: Matthew A Lesnick, Esq.
                  185 Pier Ave., Ste 103
                  Santa Monica, CA 90405
                  Tel: 310-396-0964
                  Fax: 310-396-0963
                  e-mail: matt@lesnicklaw.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 eight largest
unsecured creditors are available for free at:

          http://bankrupt.com/misc/cacb08-16424.pdf

The claim amounts of these unsecured creditors range from $75 to
$15,282.


ADRENALINA: Posts $2,171,574 Net Loss in 2008 First Quarter
-----------------------------------------------------------
Adrenalina reported a net loss of $2,171,574, on total revenues of
$1,065,211, for the first quarter ended March 31, 2008, compared
with a net loss of $1,222,018, on total revenues of $862,261, in
the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$9,521,759 in total assets, $9,422,427 in total liabilities, and
$99,332 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?2cb7

                     Going Concern Disclaimer

Goldstein Schechter Koch Price Lucas Horwitz & Co., P.A., in
Miami, expressed substantial doubt about Adrenalina'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 incurred a net
loss of approximately $5,767,000 in 2007.  The auditing firm added  
that the company has an accumulated deficit of approximately
$9,408,000 at Dec. 31, 2007, and is currently unable to generate
sufficient cash flow to fund current operations.

                         About Adrenalina

Headquartered in Miami, Florida, Adrenalina (OTC BB: AENA)
-- http://www.adrenalinastore.com/-- is a retail, entertainment,  
media and publishing company that is focused on the nature and
lifestyle surrounding extreme sports and outdoor adventures.  
Currently the company has two stores open and is in the process of
opening 5 stores during 2008.


AIRBEE WIRELESS: March 31 Balance Sheet Upside-Down by $6,292,778
-----------------------------------------------------------------
Airbee Wireless Inc.'s consolidated balance sheet at March 31,  
2008, showed $1,275,983 in total assets and $7,568,761 in total
liabilities, resulting in a $6,292,778 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $455,770 in total current assets
available to pay $6,788,751 in total current liabilities.

The company reported a net loss of $1,112,761, on zero sales, for
the first quarter ended March 31, 2008, compared with a net loss
of $1,247,652, on sales of $20,790, 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?2cb3

                     Going Concern Disclaimer

Bagell, Josephs, Levine & Company, LLC, in Marlton, N.J.,  
expressed substantial doubt about Airbee Wireless 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 operating losses
and capital deficits.

                      About Airbee Wireless

Based in Rockville, Md., Airbee Wireless Inc. (OTC BB: ABEW)
http://www.airbeewireless.com/-- develops connectivity software  
for wireless voice and data communications in the United States.
The company's software, when embedded on microchips or in various
devices, enables consumer and business devices to connect to each
other over short distances, without using the cables or wires.


AIR TITE: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: Air Tite Manufacturing, Inc.
        dba Focus Point Windows & Doors
        aka Air Tite Mfg., Inc.
        724 Park Avenue
        Long Beach, New York 11561

Bankruptcy Case No.: 08-72454

Chapter 11 Petition Date: May 13, 2008

Court:    U.S. Bankruptcy Court
          Eastern District of New York (Central Islip)

Judge:    Hon. Alan S. Trust

Debtor's Counsel:    Gerard R Luckman
                     Silverman Perlstein & Acampora LLP
                     100 Jericho Quadrangle Ste 300
                     Jericho, New York 11753
                     Tel: (516) 479-6300
                     E-mail: efilings@spallp.com

Total Assets:        $771,881

Total Debts:         $2,454,023

A copy of the Debtor's petition and list of its 20 largest
unsecured creditosr is available for free at:

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


AMEREX GROUP: March 31 Balance Sheet Upside-Down by $8,352,901
--------------------------------------------------------------
Amerex Group Inc.'s consolidated balance sheet at March 31, 2008,
showed $6,726,105 in total assets, $14,344,006 in total  
liabilities, and $735,000 in redeemable common stock, resulting in
a $8,352,901 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,797,682 in total current assets
available to pay $6,915,696 in total current liabilities.

The company reported a net loss of $1,193,562, on revenue of
$1,607,422, for the first quarter ended March 31, 2008, compared
with a net loss of $1,314,993, on revenue of $2,147,872, 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?2cbe

                     Going Concern Disclaimer

Sartain Fischbein & Co., in Tulsa, Okla., expressed substantial
doubt about Amerex 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
reported that the company incurred a net loss of $7,114,098 during
the year ended Dec. 31, 2007, and, as of that date, had a working
capital deficiency of $3,537,914 and stockholders' deficit of
$7,688,449.  

Additionally, the company has experienced significant cash flow
difficulties and is currently in default on its note agreements.

                    About Amerex Group Inc.

Headquartered in New York City, Amerex Group Inc. (OTC BB:
AEXG.OB) -- http://www.amerexgroup.com/-- is a hazardous waste      
transportation and logistics firm with capabilities to provide
emergency response to environmental emergencies.  The company has
multiple facilities including a hazardous waste treatment, storage
and disposal facility licensed under the Resource Conservation and
Recovery Act Part B and a trucking fleet to transport hazardous
waste throughout the USA.  Amerex has administrative headquarters
in Tulsa, Oklahoma.


AMERICAN AXLE: Reports 2009-2013 New Business Backlog of $1.4 Bil.
------------------------------------------------------------------
American Axle & Manufacturing Holdings, Inc. disclosed that its
backlog of new and incremental business launching from 2009
through 2013 has increased to approximately $1.4 billion in future
annual sales.

AAM currently expects to launch approximately two-thirds of the
$1.4 billion new business backlog in the 2009, 2010 and 2011
calendar years.  The balance of the new business backlog will
launch in 2012 and 2013.

AAM's new business backlog reflects the company's continued
success in expanding its product portfolio, customer base, served
markets and global manufacturing footprint.

Almost half of AAM's new business backlog relates to rear-wheel-
drive and all-wheel-drive applications for passenger cars and
crossover vehicles.

AAM's new business backlog benefits from the company's continued
focus on electronics product integration.  This is particularly
evident in the expansion of AAM's drivetrain product offerings,
such as transmission differentials and transfer cases.

Approximately 85% of AAM's new business backlog has been sourced
to AAM's non-U.S. facilities.  This will accelerate the expansion
of AAM's high quality, cost-competitive and operationally flexible
global manufacturing footprint in Brazil, China, India, Mexico,
Poland and Thailand.

The growth in AAM's new business backlog also reflects AAM's
successful efforts to diversify its customer base.  Recent awards
in AAM's new business backlog include:

   -- Nissan Motor Co., Ltd. has selected AAM to produce rear
      axles and driveshafts for a 2010 model-year light vehicle       
      program.  These components will be manufactured at AAM's
      Guanajuato, Mexico manufacturing facility for the North
      American market.

   -- Renault S.A. has chosen AAM to manufacture rear dual-wheel
      axles for a 2011 model-year light commercial vehicle
      program.  These components will be manufactured at AAM's
      Changshu, China manufacturing facility for consumption in
      the emerging markets of Brazil, Russia, India, and China.

   -- Audi AG has awarded AAM new and incremental transmission
      differential business.  These components will be
      manufactured at AAM's Olawa, Poland manufacturing facility.

   -- Brilliance China Automotive Holdings, Ltd. has selected AAM
      to produce independent rear drive assemblies (IRDA) for a
      2010 model-year crossover utility vehicle program.  These
      components will be manufactured at AAM's Changshu, China
      manufacturing facility for the domestic market in China.

   -- Chery Automobile Co., Ltd. has chosen AAM to supply
      driveshafts for a 2009 model year crossover vehicle.  As
      previously announced, this vehicle will also feature AAM's
      rear-drive modules (RDM).  These components will also be
      produced at our Changshu, China manufacturing facility for
      the domestic market in China.

"Record high fuel prices, rapidly shifting consumer preferences
and fast growth in the emerging markets are quickly changing the
product development requirements of the global automotive
industry," AAM's Co-Founder, Chairman of the Board & CEO, Richard
E. Dauch said.  "AAM's success in growing its new business backlog
demonstrates that our long-term strategic goals of expanding and
diversifying AAM's product portfolio, customer base, served
markets and global manufacturing footprint are on track and in
balance with the needs of our customers."

AAM values its new business backlog based on production volume
estimates and program design direction provided by its customers.  
The sales value of these awards will depend on product volumes,
program launch timing and foreign currency exchange.

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 COASTAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: American Coastal Energy Inc.
        1320 South Loop West
        Houston, Texas 77225

Bankruptcy Case No.: 08-33160

Chapter 11 Petition Date: May 15, 2008

Court:    U.S. Bankruptcy Court
          Southern District of Texas (Houston)

Judge:    Hon. Marvin Isgur

Debtor's Counsel:    Matthew Hoffman, Esq.
                     Attorney at Law
                     909 Fannin
                     Ste 2350
                     Houston, Texas 77010
                     Tel: 713-654-9990
                     Fax: 713-654-0038
                     E-mail: mhecf@aol.com

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

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

A copy of the Debtor's petition and list of its 20 largest
unsecured creditosr is available for free at:

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


AMERICAN COLOR: Moody's Cuts Second Lien Notes' Rating to C
-----------------------------------------------------------
Moody's Investors Service has affirmed the Ca Corporate Family
rating for American Color Graphics, Inc., while changing the
Probability of Default rating to Ca from Ca/LD and lowering the
rating on the company's second lien notes to C from Ca, following
the company's announcement of its planned merger with Vertis, Inc.
coupled with a comprehensive restructuring plan.

Details of the rating actions are:

  Rating downgraded:

   * $280 million senior secured second priority notes due 2010
     -- to C, LGD5, 78% from Ca, LGD4, 63%

  Rating revised:

   * Probability of Default rating to Ca from Ca/LD

  Rating affirmed:

   * Corporate Family rating -- Ca

  The rating outlook is stable.

These rating actions follow the announcement by Vertis and
American Color Graphics of merger and restructuring plans, as well
as an agreement by the majority of current debt holders to
exchange approximately $1.5 billion of combined current debt
(including unrated debt of Vertis Holdings, Inc.) for an aggregate
$550 million of new notes and substantially all of the equity of
the merged entity. The modestly higher than anticipated expected
loss for ACG noteholders, as embedded in the proposed
restructuring agreement, is reflected in the one notch revision to
ratings for the second lien notes.

The companies expect to launch a formal solicitation of consent
for their prepackaged bankruptcy proceedings from their respective
noteholders. Upon receiving such consent, the companies would
commence prepackaged Chapter 11 proceedings in order to implement
their plan and consummate the merger.

Moody's expects to lower the PDR for both companies to D once the
bankruptcy filing is completed. We do not expect further revisions
to individual security ratings as current ratings reflect final
expected loss based on the prepackaged bankruptcy plan of
reorganization. All ratings will be withdrawn shortly after the
filing date.

American Color Graphics, Inc., a leading provider of print and
pre-media services, recorded sales of $429 million for the LTM
period ended December 31, 2007. The company is based in Brentwood,
Tennessee.


AMERISOURCE TECH: March 31 Balance Sheet Upside-Down by $752,482
----------------------------------------------------------------
Ameriresource Technologies Inc.'s consolidated balance sheet at
March 31, 2008, showed $2,497,088 in total assets and $3,249,570
in total liabilities, resulting in a $752,482 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $376,131 in total current assets
available to pay $2,488,899 in total current liabilities.

The company reported a net loss of $1,556,581, on revenues of
$1,092,092, for the first quarter ended March 31, 2008, compared
with a net loss of $486,802, on revenues of $471,353, 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?2ccd

                     Going Concern Disclaimer

Madsen & Associates CPA's Inc., in Salt Lake City, expressed
substantial doubt about Ameriresource 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 will need  
additional working capital for its planned activity and to service
its debt.

                 About Ameriresource Technologies

Headquartered in Las Vegas, Ameriresource Technologies Inc.
(OTC BB: ARRT) -- http://www.ameriresourcetechnologies.com/-- is  
a diversified holding company.  It operates BizAuctions Inc.,
AuctionWagon Inc., RoboServer Systems Corp., among others as
operating subsidiaries.

BizAuctions Inc. provides eBay liquidation services for excess
inventory, overstock items, and merchandise that has been
returned.

AuctionWagon is a developer of auction-consignment systems
software.  AuctionWagon markets its consignment software to drop-
off stores, and maintains a national affiliate network of drop-off
locations.  AuctionWagon's software is used widely by commercial
business users doing business on eBay.

RoboServer Systems Corp. develops self-serve/checkout systems that
work like ATM machines, allowing customers of fast-food and take-
out restaurants to quickly and easily place their food & beverage
orders and pay with cash or a credit/debit card.


AMSEA INC: Case Summary & 4 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: A.M.S.E.A., Inc.
        211 W. Thompson Road
        Fenton, MI 48430

Bankruptcy Case No.: 08-32097

Type of Business: The debtor is an motor vehicle parts and    
                  accessories manufacturer.

Chapter 11 Petition Date: May 21, 2008

Court: Eastern District of Michigan (Flint)

Judge: Daniel S. Opperman

Debtor's Counsel: Jeffrey A. Chimovitz
                  (jeffchim@aol.com)
                  512 W. Court St.
                  Flint, MI 48503
                  Telephone (810) 238-9615

Estimated Assets: $0 to $50,000

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

Debtor's XX Largest Unsecured Creditors:

   Entity                    Nature of Claim        Claim Amount
   ------                    ---------------        ------------
GMA-Gustav Meyer S. GMBH     Commercial Dispute     2,100,000
& Co.                    
c/o Currie Kendall PLC
6024 Eastman Avenue
Midland, MI 48640

IRS-SBSE/Insolvency Unit     Taxes                  Unknown
Box 330500-Stop 15
Detroit, MI 48232

Michigan Dept. of Treasury                          Unknown
Collection/Bankruptcy Unit
P.O. Box 30168
Lansing, MI 48909

The Stonemen Group Inc.      Consent Judgment       176,309
c/o Timothy E. Galligan
PLLC
35 Bloomfield Hills Pkwy
Ste 230
Bloomfield Hills, MI 48304


AUTUMN GATES: Case Summary & Six Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Autumn Gates Estate, LLC
        c/o Robert D. Loventhal
        21 Custom House Street, Suite 210
        Boston, MA 02110

Bankruptcy Case No.: 08-13799

Chapter 11 Petition Date: May 27, 2008

Court: District of Massachusetts (Boston)

Judge: William C. Hillman

Debtor's Counsel: Norman Novinsky, Esq.
                  Novinsky & Associates
                  1350 Belmont Street, Suite 104
                  Brockton, MA 02301
                  Tel: (508) 559-1616
                  Fax: (508) 588-9306

Total Assets: $4,050,000

Total Debts:  $5,848,084

A copy of the Debtor's six largest unsecured creditors is
available for free at http://bankrupt.com/misc/mab08-13799.pdf


BARRINGTON BROADCASTING: Moody's Junks Rating on Sr. Sub. Bonds
---------------------------------------------------------------
Moody's Investors Service lowered the corporate family and
probability of default ratings for Barrington Broadcasting Group
LLC to B2 from B1, and the Speculative Grade Liquidity rating to
SGL-4 from SGL-2. The downgrade of the corporate family rating
reflects weaker than expected performance, evidenced by leverage
approaching 8 times debt-to-EBITDA on a two year average basis,
compared to expectations for leverage in the low 7 times range.
The SGL downgrade incorporates the potential for a covenant breach
when the leverage covenant in Barrington's credit agreement
tightens in the fourth quarter of 2008.

Moody's also downgraded these security ratings:

Barrington Broadcasting Group LLC

   * Corporate Family Rating, Downgraded to B2 from B1

   * Probability of Default Rating, Downgraded to B2 from B1

   * Speculative Grade Liquidity Rating, Downgraded to SGL-4
     from SGL-2

   * Senior Secured Bank Credit Facility, Downgraded to Ba3
     from Ba2, LGD2, 26%

   * Senior Subordinated Bonds, Downgraded to Caa1 from B3,
     LGD5, 81%

   * Outlook Stable

The existing B1 corporate family rating (originally assigned in
July 2006) had anticipated debt-to-EBITDA in the low 7 times range
(over political and non-political years, as per Moody's standard
adjustments) compared to actual leverage in the high 7 times
range, which Moody's does not expect will improve over the
intermediate term. This underperformance has contributed to a
potential inability to comply with the leverage covenant in
Barrington's credit agreement when it tightens in the fourth
quarter of 2008. The stable outlook assumes Barrington will cure a
covenant breach if necessary. Concerns over covenant compliance
drive the SGL-4 liquidity rating, which reflects weak liquidity
notwithstanding modestly positive free cash flow. Moody's would
likely upgrade the SGL rating if the company maintains covenant
compliance through EBITDA improvement or achieves covenant relief
such that prospective compliance is more likely.

Barrington's B2 corporate family rating reflects high leverage,
low free cash flow, and modest margins relative to its television
broadcast peers. The rating also incorporates lack of scale, the
inherent cyclicality of advertising spending, and long term
secular pressures as the proliferation of new media fragments
audiences and these non-traditional media compete for advertising
dollars. Barrington's continued focus on less economically
sensitive local advertising revenue, its diversity both in terms
of network affiliations and geography, and meaningful asset value
support the rating.

Barrington Broadcasting Group, LLC, headquartered in Hoffman
Estates, Illinois, owns or programs 23 network television stations
in 15 markets.


BAYWOOD INTERNATIONAL: Posts $122,492 Net Loss in 2008 1st Quarter
------------------------------------------------------------------
Baywood International Inc. reported a net loss of $122,492, on net
sales of $3,273,810, for the first quarter ended March 31, 2008,
compared with a net loss of $228,009, on net sales of $206,133, in
the same period last year.

The increase in net sales for the three month period is primarily
due to the acquisition of Nutritional Specialties.  

At March 31, 2008, the company's consolidated balance sheet showed
$12,626,973 in total assets, $9,901,583 in total liabilities, and
$2,725,390 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $2,664,194 in total current assets
available to pay $9,026,360 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?2cc3

                     Going Concern Disclaimer

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Baywood 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 recurring losses from operations and  
working capital deficiency.

                   About Baywood International

Headquartered in Scottsdale, Ariz., Baywood International Inc.
(OTC BB: BYWD) -- http://www.bywd.com/-- is a nutraceutical
company specializing in the development, marketing and
distribution of nutraceutical products under the LifeTime(R) and
Baywood brands.


BROADWEBASIA INC: March 31 Balance Sheet Upside-Down by $9,334,666
------------------------------------------------------------------
BroadWebAsia Inc.'s consolidated balance sheet at March 31, 2008,
showed $2,052,376 in total assets and $11,387,042 in total
liabilities, resulting in a $9,334,666 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $34,198 in total current assets
available to pay $8,307,726 in total current liabilities.

The company reported a net loss of $4,950,156, on net revenues of
$130, for the first quarter ended March 31, 2008, compared with a
net loss of $1,210,323, on net revenues of $169, 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?2cba

                          Going Concern

As of March 31, 2008, and Dec. 31, 2007, the company had cash and
cash equivalents of $15,173 and $42,444, respectively, a working
capital deficit of $8,273,528 and $7,194,581, and a shareholders'
deficit of $9,334,666 and $5,577,173, respectively.  The company
believes the foregoing factors raise substantial doubt about its  
ability to continue as a going concern.

                     About BroadWebAsia Inc.

Based in West Hollywood, Calif., BroadWebAsia Inc. (OTC: BWBA) --
http://broadwebasia.com/-- is a diversified Internet company  
focused on online communities and online advertising in the
People's Republic of China.


BROWNS DRIVE-IN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Browns Drive-In, Inc.
        4031 Richfield Rd.
        Flint, Michigan 48506

Bankruptcy Case No.: 08-32149

Chapter 11 Petition Date: May 23, 2008

Court:    U.S. Bankruptcy Court
          Eastern District of Michigan (Flint)

Judge:    Hon. Daniel S. Opperman

Debtor's Counsel:    George E. Jacobs, Esq.
                     George E. Jacobs & Associates
                     2503 S. Linden Rd.
                     Suite 230
                     Flint, MI 48532
                     Tel: (810) 720-4333
                     E-mail: george.jacobs@sbcglobal.net

Estimated Assets:   $0 to $50,000

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

A copy of the Debtor's petition and list of its 20 largest
unsecured creditosr is available for free at:

     http://bankrupt.com/misc/mieb08-32149.pdf

A voluntary chapter 11 bankruptcy petition was filed by Browns
Drive-In, Inc., before the U.S. Bankruptcy Court for the Eastern
District of Michigan on April 12, 2007 (Case No. 07-31228).  The
2007 filing disclosed $0 to $10,000 in estimated assets, and
$100,001 to $1 million in estimated debts.  George E. Jacobs,
Esq., represented the 2007 Debtor.  A full-text copy of the 2007
petition is available at no charge at
http://bankrupt.com/misc/mieb07-31228.pdf

In its petition filed May 23, 2008, Browns Drive did not indicate
any prior bankruptcy filing.


CARE LEVEL: Case Summary & 126 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Care Level Management Group, LLC
             fdba Care Level Management, LLC
             fdba Care Level Associates, LLC
             5700 Canoga Ave., Ste. 500
             Woodland Hills, CA 91367

Bankruptcy Case No.: 08-12913

Debtor-affiliates filing separate Chapter 11 petitions on May 19,
2008:

        Entity                                     Case No.
        ------                                     --------
        Care Level Management, LLC                 08-13258

        Care Level Management Medical Group        08-13260
        Florida, LLC

        Care Level Management Arizona, Inc.        08-13264

        Care Level Management Medical Group of     08-13265
        Pennsylvania

        Care Level Medical Services of New York,   08-13268
        P.C.

Debtor-affiliates filing separate Chapter 11 petitions:

        Entity                                     Case No.
        ------                                     --------
        Care Level Management Direct, LLC          08-12919

        Florida Care Level Management Direct, LLC  08-12921

        Care Level Management Direct Medical Group 08-12922
        California

        Care Level Management Medical Group, Inc.  08-12925

Type of Business: The Debtors provide 24-hour house calls by
                  physicians to patients.  See
                  http://www.carelevel.com

Chapter 11 Petition Date: May 7, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtors' Counsel: Juliet Y. Oh, Esq.
                  Email: jyo@lnbrb.com
                  Ron Bender, Esq.
                  Email: rb@lnbrb.com
                  10250 Constellation Blvd., Ste. 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234

Care Level Management Group, LLC's Financial Condition:

Estimated Assets: $1 million to $10 million

Estimated Debts: $10 million to $50 million

A. A copy of Care Level Management Group, LLC's petition is
   available for free at:

      http://bankrupt.com/misc/cacb08-12913.pdf

B. A copy of Care Level Management Direct, LLC's petition is
   available for fee at:

      http://bankrupt.com/misc/cacb08-12919.pdf

C. Florida Care Level Management Direct, LLC does not have any
   creditors who are not insiders.

D. Care Level Management Direct Medical Group California does not
   have any creditors who are not insiders.

E. A copy of Care Level Management Medical Group, Inc's petition
   is available for free at:

      http://bankrupt.com/misc/cacb08-12925.pdf

F. A copy of Care Level Management, LLC's petition is available
   for free at:

      http://bankrupt.com/misc/cacb08-13258.pdf

G. A copy of Care Level Management Medical Group Florida, LLC's
   petition is available for free at:

      http://bankrupt.com/misc/cacb08-13260.pdf

H. A copy of Care Level Management Arizona, Inc's petition is
   available for free at:

      http://bankrupt.com/misc/cacb08-13264.pdf

I. A copy of Care Level Management Medical Group of Pennsylvania's
   petition is available for free at:19

      http://bankrupt.com/misc/cacb08-13265.pdf

J. A copy of Care Level Medical Services of New York, PC's
   petition is available for free at:10

      http://bankrupt.com/misc/cacb08-13268.pdf


CERES CAPITAL: Chapter 11 Plan Confirmed; Can Use Cash Collateral
-----------------------------------------------------------------
The Hon. Allan L. Gropper of the United States Bankruptcy Court
for the Southern District of New York confirmed the First Amended
Prepackaged Chapter 11 Plan dated May 21, 2008, proposed by Ceres
Capital Partners LLC.

                      Overview of the Plan

The amended Plan will enable the Debtor to consummate a sale of
(i) residual assets and (ii) the Debtor's rights, title and
interest in the assumed agreement to a purchaser in turn for a net
fair market value of at least $50,000 in cash.

The plan administrator, Charles M. Berk, will pay plan
administration costs from the plan operations fund including
professionals' fees incurred in this case.

On the Plan's effective date, the Debtor will transfer its
interest in the causes of action to Mr. Berk who will serve as
agent for the Debtor's creditors.  Mr. Berk is expected to
distribute the net proceeds from the causes of action to:

   i) pay all fees and expenses of the plan administrator and its
      professionals of investigating and prosecuting the causes of
      action,

  ii) distribute $50,000 of the proceeds to senior lender agent,
      Bank of Montreal (Chicago Branch), and
  
iii) pay 90% of the remaining proceeds to the senior lender a        
      gent, and

  iv) pay 10% of the remaining proceeds to general unsecured
      creditors.

The aggregate amount of the unsecured claim will be capped at
$1,550,000, such that the maximum amount of the proceeds payable
to the holders will not exceed $1,225,000.

                        Cash Collateral

Judge Gropper authorized the Debtor to use, on a final basis, the
cash collateral of Bank of Montreal, as administrative agent and
lender, pursuant to a budget.

As adequate protection, the bank will receive first priority liens
and security interest in substantially all of the Debtor's assets.

                Treatment of Claims and Interests

As reported in the Troubled Company Reporter on April 30, 2008,
holders of General Unsecured claims, totaling $500,000, will
receive "the lesser of $50,000, or 50% of their allowed claims.  
The secured claims of BMO Capital Markets Financing Inc., totaling
$41,180,513, is expected to get a 25% recovery.

XL Capital Finance (Europe) PLC's Claims totaling $13,000,000 plus
accrued interest, fees and expenses, and all Equity Interests in
the Debtor will be canceled.  XL Capital is a holder of 12-1/2%
senior subordinated note due Jan. 31, 2013.

A full-text copy of the Debtor's Disclosure Statement is available
for free at:

     http://ResearchArchives.com/t/s?2b47

A full-text copy of the Debtor's First Amended Chapter 11 Plan of
Liquidation is available for free at:

     http://ResearchArchives.com/t/s?2cbb

                       About Ceres Capital

Headquartered in New York, Ceres Capital Partners, LLC manage
commercial paper conduits, structured investment vehicles and
other structured finance issuers.  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 Debtor selected
Epiq Bankruptcy Solutions LLC as claims, noticing and balloting
agent.

The U.S. Trustee for Region 2 appointed three creditors to serve
on an Official Committee of Unsecured Creditors -- including (i)
527 Madison Owner LLC, (ii) De Lage Landed Financial Services dba
Cisco Systems Capital and (iii) Helix Computer Systems Inc.  Arent
Fox LLP represents the Committee in this case.

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.


CHC HELICOPTER: Solicits Consents to Amend Term of 7 3/8% Notes
---------------------------------------------------------------
CHC Helicopter Corporation commenced a cash tender offer for all
of its outstanding 7 3/8% Senior Subordinated Notes due 2014
(CUSIP No. 12541CAF1).  

In connection with the Offer, CHC is soliciting consents to amend
the terms of the Notes and the indenture pursuant to which the
Notes were issued.  The Offer and the Consent Solicitation are
being made in connection with a previously announced arrangement
agreement that provides for the acquisition of all of CHC's
outstanding Class A Subordinate Voting Shares and Class B Multiple
Voting Shares by 6922767 Canada Inc., an affiliate of a fund
managed by First Reserve Corporation. The completion of the Offer
and the receipt of the requisite Consents are not conditions to
completion of the Arrangement or the financing thereof.

The Offer will expire at midnight, New York City time, on
June 23, 2008, unless extended or earlier terminated by CHC.
Holders who wish to receive the Total Consideration for the Notes
must validly tender and not validly withdraw their Notes on or
prior to 5:00 p.m., New York City time, on June 9, 2008, unless
extended or earlier terminated.

         Amendments to Eliminate Events of Default

Holders tendering their Notes will be required to consent to
proposed amendments to the Indenture and the Notes, which would
eliminate substantially all of the restrictive covenants contained
in the Indenture and the Notes (except the covenants relating to
change of control and asset sale offers), eliminate certain events
of default, modify the covenant regarding mergers and
consolidations, and modify or eliminate certain other provisions,
including certain provisions relating to defeasance, contained in
the Indenture and the Notes. Holders may not tender their Notes
without also delivering Consents and may not deliver Consents
without also tendering their Notes.

The total consideration for each $1,000 principal amount of Notes
validly tendered and not validly withdrawn pursuant to the Offer
is $1,015. The Total Consideration includes a consent payment of
$5.00 per $1,000 principal amount of Notes. Subject to the terms
and conditions of the Offer and the Consent Solicitation, the
Consent Payment will be made in respect of Notes validly tendered
and not validly withdrawn and as to which Consents to the proposed
amendments are delivered on or prior to the Consent Payment
Deadline. Holders must validly tender and not validly withdraw
Notes on or prior to the Consent Payment Deadline in order to be
eligible to receive the Total Consideration. Holders who validly
tender their Notes after the Consent Payment Deadline and on or
prior to the Expiration Date will be eligible to receive only the
tender offer consideration of $1,010.00 per $1,000 principal
amount of Notes, representing an amount equal to the Total
Consideration less the Consent Payment.

Holders whose Notes are validly tendered and not validly withdrawn
and are accepted for payment in the Offer will also receive
accrued and unpaid interest in respect of such purchased Notes
from the last interest payment date preceding the date on which
payment for purchased Notes is made to, but not including, the
Payment Date. The Payment Date is expected to occur promptly after
the Expiration Date, assuming all conditions to the Offer have
been satisfied or waived.

The Offer and the Consent Solicitation are made upon the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement dated [May 27, 2008] and the related
Consent and Letter of Transmittal. The Offer and the Consent
Solicitation are subject to the satisfaction or waiver of certain
conditions, including receipt of Consents sufficient to approve
the proposed amendments and the closing of the Arrangement having
occurred, or such Arrangement occurring substantially concurrent
with the Expiration Date. The Offer to Purchase contains important
information which should be read carefully before any decision is
made with respect to the Offer.

CHC has retained Morgan Stanley & Co. Incorporated to act as
Dealer Manager and Solicitation Agent in connection with the Offer
and the Consent Solicitation. Morgan Stanley & Co. Incorporated
may perform the services contemplated by the Offer and the
Solicitation in conjunction with its affiliates (including,
without limitation, its affiliates incorporated under the federal
laws of Canada). Persons with questions regarding the Offer or the
Consent Solicitation should contact Morgan Stanley & Co.
Incorporated at (800) 624-1808 (toll-free) or (212) 761-1941        
(collect). Persons residing or incorporated in Canada should
contact Morgan Stanley Canada Limited at (416) 943-8417.  The
Offer to Purchase and other documents relating to the Offer and
the Consent Solicitation are expected to be distributed to holders
of the Notes beginning [May 27, 2008].  Requests for documentation
may be directed to D.F. King & Co., Inc., the Information Agent,
which can be contacted at (212) 269-5550        (banks and
brokers, call collect) or (888) 869-7406 (all others, call toll-
free).

                 About CHC Helicopter Corporation

Headquartered in Richmond, British Columbia, in Canada, CHC
Helicopter Corporation (TSE:FLY.A)V7B - http://www.chc.ca/-- is a  
commercial helicopter operator.  The company, through its
subsidiaries, operates in over 30 countries, on all seven
continents and in most of the offshore oil and gas producing
regions of the world.  The company's operating units are based in
the United Kingdom, Norway, the Netherlands, South Africa,
Australia and Canada.  It provides helicopter transportation
services to the oil and gas industry for production and
exploration activities through its European and global operations
segments.  It also provides helicopter transportation services for
emergency medical services and search and rescue activities and
ancillary services, such as flight training.  The company's Heli-
One segment is a non-original equipment manufacturer helicopter
support company, providing repair and overhaul services, aircraft
leasing, integrated logistics support, helicopter parts sales and
distribution and other related services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 25, 2008,
Moody's Investors Service placed under review for possible
downgrade the Ba3 corporate family rating and probability of
default rating for CHC Helicopter Corporation.  The review also
covered the B1 (LGD 5, 72%) rating on CHC's $400 million senior
subordinated notes.  These actions followed the statement that a
fund managed by First Reserve Corporation has entered into an
agreement to acquire CHC.


CITY CAPITAL: March 31 Balance Sheet Upside-Down by $1,350,534
--------------------------------------------------------------
City Capital Corp.'s consolidated balance sheet at March 31, 2008,
showed $2,512,787 in total assets and $3,863,321 in total
liabilities, resulting in a $1,350,534 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,177,676 in total current assets
available to pay $3,669,242 in total current liabilities.

The company reported a net loss of $723,695, on revenues of
$42,395, for the first quarter ended March 31, 2008, compared with
a net loss of $1,469,177, on zero revenues, in the same period
last year.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2cc2

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 19, 2008,
Spector & Wong, LLP, in Pasadena, Calif., expressed substantial
doubt about City Capital 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's ability to continue in
the normal course of business is dependent upon the success of
future operations.  The auditing firm added that the company has
recurring losses, substantial working capital deficiency,
stockholders' deficit and negative cash flows from operations.  
The auditing firm also pointed to the company's default in certain
notes payable, recent withdrawal as a business development company
and commencement of new operations.

                       About City Capital

Based in Franklin, Tenn., City Capital Corporation (OTC BB: CTCC)
-- http://www.citycapitalcorp.net/-- acquires and renovates  
distressed properties in multiple industry segments, reselling
them at a profit.


CLEARPOINT BUSINESS: March 31 Balance Sheet Upside-Down by $16MM
----------------------------------------------------------------
Clearpoint Business Resources Inc.'s consolidated balance sheet at
March 31, 2008, showed $10,264,003 in total assets and $26,251,109
in total liabilities, resulting in a $15,987,106 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $8,314,593 in total current assets
available to pay $24,249,665 in total current liabilities.

The company reported a net loss of $31,697,593, on revenue of
$24,219,428, for the first quarter ended March 31, 2008, compared
with a net loss of $4,24,513, on revenue of $32,849,134, in the
same period last year.

The decrease in revenue was due primarily to the changes in the
company's business model, which resulted in more revenues being
recognized on a net fee basis such as franchise, royalty and
license fees.

During the second half of 2007, the company moved the majority of
its branch offices to a franchise model, enabling the company to
focus on its technology platforms rather than the day to day
recruitment and placement of temporary labor.  

Two franchisees, KOR Capital, LLC, a Florida limited liability
company controlled by Kevin O'Donnell, a former officer of the
company, and TZG Enterprises, LLC, a Delaware limited liability
company controlled by J. Todd Warner, a former officer of the
company, assumed responsibilities for operating and managing
respective former branch offices.  This effectively allowed
ClearPoint to significantly reduce its fixed operating costs while
maintaining a revenue stream from its client base.

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?2cb4

                          Going Concern

At March 31, 2008, the company had an accumulated deficit of
$47,402,395 and working capital deficiency of $15,935,072.  For
the three months ended March 31, 2008, the company incurred a net
loss of $31,697,593.  In addition, the company was in technical
default of its debt and reporting covenants with Manufactures and
Trader Trust Company and to date has not received a waiver for
non-compliance with these financial and reporting covenants.  The
company said the foregoing matters raise substantial doubt about
its ability to continue as a going concern.

                    About Clearpoint Business

Based in Chalfont, Pa., ClearPoint Business Resources Inc.,
through its proprietary, technology-based iLabor network platform,  
provides its clients a comprehensive web-based portal to  
streamline the process involved in procurement and management of
temporary labor through a network of ClearPoint-approved staffing
vendors.


CORD BLOOD: March 31 Balance Sheet Upside-Down by $3,976,561
------------------------------------------------------------
Cord Blood America Inc.'s consolidated balance sheet at March 31,
2008, showed $6,244,317 in total assets and $10,220,878 in total
liabilities, resulting in a $3,976,561 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $278,990 in total current assets
available to pay $10,220,878 in total current liabilities.

The company reported a net loss of $1,249,410, on revenue of
$1,428,590, for the first quarter ended March 31, 2008, compared
with a net loss of $1,073,519, on revenue of $1,698,003, 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?2cb1

                     Going Concern Disclaimer

Rose, Snyder & Jacobs, in Encino, Calif., expressed substantial
doubt about Cord Blood 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
reported that the company has sustained recurring operating
losses, continues to consume cash in operating activities, and has
insufficient working capital and an accumulated deficit at
Dec. 31, 2007.

                         About Cord Blood

Headquartered in West Hollywood, Calif., Cord Blood America Inc.
(OTC BB: CBAI) -- http://www.cordblood-america.com/-- is the
parent company of CorCell, which facilitates umbilical cord blood
stem cell preservation for expectant parents and their children.
Collected through a safe and non-invasive process, cord blood stem
cells offer a potentially life-saving resource for treating a
growing number of ailments, including cancer, leukemia, blood, and
immune disorders.


CORDIA CORP: March 31 Balance Sheet Upside-Down by $4,784,160
-------------------------------------------------------------
Cordia Corp.'s consolidated balance sheet at March 31, 2008,  
showed $11,967,242 in total assets and $16,751,402 in total
liabilities, resulting in a $4,784,160 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $4,842,948 in total current assets
available to pay $15,734,758 in total current liabilities.

The company reported a net loss of $838,273, on revenues of
$12,016,441, for the first quarter ended March 31, 2008, compared
with a net loss of $640,904, on revenues of $10,236,735, in the
same period last year.

For the three month period ended March 31, 2008, the company's
wireline services revenue increased 14.1% to $11,356,943 from
$9,952,700 reported in the same period last year.  This increase
is attributable to a 22.0% increase in lines, which is primarily
due to the acquisition of NST in August 2007.

For the three month period ended March 31, 2008, VoIP services
revenue increased to $654,998 as compared to approximately
$166,994 reported in the same period in 2007.  Approximately
$328,000 of the increase in VoIP revenue was related to the
company's international services and approximately $160,000 was
related to the company's domestic services.  Included in the
increase in international services were equipment sales of
$161,000.   

Business Process Outsourced Services revenue, which is income
earned through outsourcing of billing services, data, and website
technology to wholesale telecommunications providers, decreased
97.0% to $4,500 for the three month period ended March 31, 2008,
as compared to $117,041 during the same period in 2007.   This
change occurred as a result of the company's wholesale customers'
decreased line counts.  

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?2cc7

                     Going Concern Disclaimer

Lazar Levine & Felix LLP, in New York, expressed substantial doubt
about Cordia Corp.'s ability to continue as a going concern after
auditing the company's consolidted financial statements for the
year ended Dec. 31, 2007.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit and
losses from operations.

                        About Cordia Corp.

Based in Winter Garden, Fla., Cordia Corporation (OTC BB: CORG)
-- http://www.cordiacorp.com/-- through its operating  
subsidiaries, Cordia Communications Corp., CordiaIP Corp., My Tel
Co Inc., Northstar Telecom Inc., and Cordia International Corp.
offers business, residential, and wholesale customers local and
long distance telecommunications services in more than sixty (60)
countries utilizing traditional wireline and Voice over Internet
Protocol (VoIP) technologies.  In addition, Cordia develops and
provides a suite of proprietary web-based billing software and
outsourced services to local, long distance and VoIP  
telecommunications providers.


CULPEPER CROSSROADS: Case Summary & 2 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Culpeper Crossroads, LLC
        170 West Shirley Avenue, Suite 101
        Warrenton, Virginia 20186

Bankruptcy Case No.: 08-12990

Chapter 11 Petition Date: May 27, 2008

Court: Eastern District of Virginia (Alexandria)

Debtors' Counsel: Jennifer D. Larkin, Esq.
                   (jkneeland@linowes-law.com)
                  Linowes & Blocher LLP
                  7200 Wisconsin Avenue, Suite 800
                  Bethesda, Maryland 20814
                  Tel: (301) 961-5205
                  Fax: (301) 654-2801

Estimated Assets: $10 million to $50 million

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/vaeb08-12990.pdf


DOMINO'S PIZZA: East Peak et al. Declare 6.24% Equity Ownership
---------------------------------------------------------------
East Peak Partners LP, JGE Capital Management LLC, and JGE Capital  
president Jeffrey G. Edwards beneficially own 3,639,000 shares of
Domino's Pizza Inc. common stock, representing 6.24% of the
company's outstanding shares.

East Peak disclosed that it has purchased in open market
transactions on the New York Stock Exchange.

     Date of              Number of    Price Per      
     Transaction   Type   Shares       Share      Total Cost
     -----------   ----   -------      -----      ----------
     4/29/2008     Buy    172,400      $12.81     $2,207,633

     4/30/2008     Buy    102,600      $13.46     $1,381,406

     5/19/2008     Buy     62,350      $12.90       $804,127

     5/20/2008     Buy     76,100      $12.90       $981,644

     5/21/2008     Buy     61,550      $12.91       $794,481

     5/21/2008     Buy     38,800      $12.71       $493,264

     5/22/2008     Buy        200      $12.73         $2,546

Headquartered in Ann Arbor, Michigan, Domino's Pizza Inc.
(NYSE: DPZ) -- http://www.dominos.com/-- through its primarily    
franchised system, operates a network of 8,190 franchised and
company-owned stores in the U.S. and more than 50 countries.  
Founded in 1960, the company has more than 500 stores in Mexico.  
The Domino's Pizza(R) brand, named a Megabrand by Advertising Age
magazine, had global retail sales of nearly $5 billion in 2005,
comprised of $3.3 billion domestically and $1.7 billion
internationally.

At March 23, 2008, the company's balance sheet showed a
stockholders' deficit of $1,450,551, compared to a deficit of
$1,450,139 at Dec. 30, 2007.


D S RENTCO: Voluntary Chapter 11 Case Summary
---------------------------------------------
Debtor: D S RENTCO INC.
        c/o Dennis N. Saban, president
        3625 W. Indian School Road
        Phoenix, AZ 85019

Bankruptcy Case No.: 08-05463

Chapter 11 Petition Date: May 12, 2008

Court: District of Arizona (Phoenix)

Judge: Charles G. Case II

Debtor's Counsel: D. LAMAR HAWKINS
                  HEBERT SCHENK P.C.
                  4742 NORTH 24TH STREET, SUITE 100
                  PHOENIX, AZ 85016
                  Tel (602) 248-8203
                  Fax (602) 248-8840
                  Email dlh@hs-law.com

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

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

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



DUN & BRADSTREET: President and CEO Enter Into Stock Trading Plans
------------------------------------------------------------------
James P. Burke, The Dun & Bradstreet Corp. President, U.S.
Customer Segments, entered into a pre-arranged trading plan
established in accordance with Rule 10b5-1 under the Securities
Exchange Act of 1934 and on terms consistent with its Executive
Stock Ownership Guidelines.  In accordance with the company's
Executive Stock Ownership Guidelines, Mr. Burke is required, among
other things, to maintain a minimum level of stock ownership equal
in value to four times his annual salary.  

Pursuant to Mr. Burke’s trading plan, in June 2008 he intends to
sell an aggregate of 14,275 shares of the company's common stock
upon the exercise of stock options currently held by him,
representing approximately 17% of Mr. Burke’s current equity
holdings.  Excluding these shares to be sold by Mr. Burke, he
continues to hold as of the date of this filing 2,324 shares of
our common stock, 23,142 shares of restricted stock and options to
purchase 41,950 shares of common stock.

Steven W. Alesio, the company's Chairman and Chief Executive
Officer, entered into a pre-arranged trading plan established in
accordance with Rule 10b5-1 under the Securities Exchange Act of
1934 and on terms consistent with the company's Executive Stock
Ownership Guidelines.  In accordance with our Executive Stock
Ownership Guidelines, Mr. Alesio is required, among other things,
to maintain a minimum level of stock ownership equal in value to
six times his annual salary.  Pursuant to Mr. Alesio’s trading
plan, he intends to sell an aggregate of 160,000 shares of the
company's common stock upon the exercise of stock options
currently held by him, representing approximately 16% of Mr.
Alesio’s current equity holdings.  Under the terms of his plan,
Mr. Alesio expects to sell 35,000 of such shares in June 2008 with
the remainder of sales expected to occur in July and August 2008.  
Excluding these shares to be sold by Mr. Alesio, he continues to
hold as of the date of this filing 88,992 shares of the company's
common stock, 59,464 shares of restricted stock and options to
purchase 670,850 shares of common stock, the majority of which are
vested.

Dun & Bradstreet (NYSE: DNB) -- http://www.dnb.com/-- is the   
world's leading source of commercial information and insight on
businesses.  D&B's global commercial database contains more than
125 million business records.  

D&B provides solution sets that meet a diverse set of customer
needs globally.  Customers use D&B Risk Management Solutions(TM)
to mitigate credit and supplier risk, increase cash flow and drive
increased profitability; D&B Sales & Marketing Solutions(TM) to
increase revenue from new and existing customers; and D&B Internet
Solutions to convert prospects into clients faster by enabling
business professionals to research companies, executives and
industries.

At March 31, 2008, the company's consolidated balance sheet showed
$1.6 billion in total assets, $2.1 billion in total liabilities,
and $3.7 million in minority interest liability, resulting in a
$482.5 million total stockholders' deficit.  


DURA AUTOMOTIVE: Blackstone Group to Lead Exit Financing Facility
-----------------------------------------------------------------
The Blackstone Group will lead DURA Automotive Systems, Inc.'s
exit financing package, Credit Investment News says.  The report,
however, says it is unsure whether Blackstone will put up the
entire financing or syndicate it to other investors.

The exit financing facility will be comprised of a $150 million
first lien term loan and a $110 million revolving credit facility,
which includes a $25 million letter of credit sub-facility.  The
Plan conditions its effectivity on the consummation of the Exit
Facility.

DURA's $90 million Revolving Credit Facility and $170 million
Replacement Financing Facility require DURA to procure commitment
to provide equity exit financing by April 15, 2008, and debt
equity financing by May 8.  The Revolving Credit Facility and the
Replacement Financing Facility will expire on the earlier of June
30, 2008, or the substantial consummation of the Plan.

Aside from the Exit Financing, the Plan also contemplates for a
New Money Second Lien Loan with certain existing creditors that
will provide a second lien secured term loan with a new capital
infusion of $80 million, and a face amount of $100 million.

Conditions precedent to the effective date of the Plan include
the consummation of the New Money Second Lien Loan and the Exit
Credit Facility.

DURA expects the Effective Date to occur in the second quarter of
2008.

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


DURA AUTOMOTIVE: Posts Q1 Loss Despite Rise in Sales; 10-Q Delayed
------------------------------------------------------------------
DURA Automotive Systems, Inc., tells the U.S. Securities and
Exchange Commission that it is unable to file its quarterly
report on Form 10-Q for the quarter ended March 30, 2008, by the
deadline without unreasonable effort and expense.

C. Timothy Trenary, DURA's vice president and chief financial
officer, relates that the company is currently addressing several
material weaknesses, which has delayed the completion of the
financial report and other information to be included in its
Annual Report on Form 10-K for the year ended Dec. 31, 2007,
and the 2007 quarterly Forms 10-Q reports.  He says DURA is
working diligently to finalize its financial statements for the
year ended Dec. 31, 2007, and the 2007 quarterly 10-Q
reports, and is providing Deloitte & Touche LLP, its financial
advisor, with the information necessary to complete the audit of
DURA's consolidated financial statements.

As a result of DURA's efforts to complete the 2007 Form 10-K and
the 2007 quarterly 10-Q reports, it is unable to finalize the
First Quarter 2008 Form 10-Q, Mr. Trenary says.

Mr. Trenary relates that the SEC requires DURA to explain whether
the results of operations expected to be reported for the
quarterly period ended March 30, 2008, will reflect significant
changes from the results of operations for the quarterly period
ended April 1, 2007.  However, DURA has not filed its quarterly
report on Form 10-Q for the quarterly period ended April 1, 2007,
because it has not finalized those results of operations.  As a
result, DURA is unable to determine whether its results of
operations for the first quarter of 2008 will reflect significant
changes from those in the first quarter of 2007, Mr. Trenary
says.

DURA, however, discloses a brief summary of its results of
operations for the first quarter of 2008:

   -- DURA expects to report a net loss for the first quarter
      ended March 30, 2008.  The net loss for first quarter ended
      March 30, 2008, will include charges for facilities
      consolidation, asset impairments, restructuring and
      reorganization.  In 2008, the company has incurred a
      significant amount of professional fees and debt extension
      and renewal charges associated with our reorganization.  
      Furthermore, during the third quarter of 2007, DURA
      completed the sale of its Atwood Mobile Products division,
      which sale will impact the company's financial results in
      2008, as compared to 2007.

   -- Sales increased due to volume and price increases,
      favorable product mix, favorable foreign currency
      fluctuations due to the strengthening of the Euro compared
      to the U.S. dollar.  Europe accounted for the total
      increased sales in 2008.  In 2007, there are slowdowns in
      the North American automotive market, which negatively
      impacted net sales and gross margin during the first half
      of 2007.

   -- Operating margins improved due to increased sales,
      improvement or reduction in excess capacity resulted from
      collecting on the ongoing restructuring and manufacturing
      operations alignments, and relocations efforts to lower
      cost countries.  The improvement in operating losses
      resulted from lower employee-related expenses due to
      reduced headcount, which was partially off set by higher
      professional fees and employee related compensation in
      2008.  DURA continues to focus on these costs to ensure
      they are aligned with the business.

DURA also discloses several information that will be included its
first quarter of 2008 results:

   -- Facility consolidation charges represent facility closure
      and exit costs associated with DURA's ongoing restructuring
      plans.  Charges include severance, asset impairment, and
      costs related to moving people and businesses.  DURA
      continues to incur expenses as it implement the
      restructuring plans.

   -- Reorganization items represent primarily professional fees
      directly related to Chapter 11, which include fees for
      advisors to the Debtors, unsecured creditors and secured
      creditors, as the company comes closer to its emergence
      date, and fees related to extension and renewal of the
      DIP financing.

   -- During the second quarter ended July 2, 2006, DURA provided
      a full valuation allowance against all applicable U.S.
      deferred tax assets.  In 2007 and 2008, it has continued to
      provide a full valuation allowance against all applicable
      U.S. deferred tax assets.

   -- In Aug. 27, 2007, DURA completed the sale of its Atwood
      segment for consideration of $160,200,000, adjusted with
      certain purchase price adjustments pursuant to a settlement
      approved by the Court in late April 2008.  Prior year
      amounts have been reclassified to reflect the sale of
      Atwood in 2007 that is required to be reported as a   
      discontinued operation under SFAS No. 144 "Accounting for
      the Impairment or Disposal of Long-Lived Assets."  Further,
      in 2008, DURA recognized a one-time favorable adjustment
      from the settlement of a lease obligation related to the
      2002 divestiture of its Mechanical Assemblies Europe
      business, a discontinued operation.

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

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

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

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

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

(Dura Automotive Bankruptcy News, Issue No. 57; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or    
215/945-7000).


EASTLAND TERRACE: Case Summary & Five Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Eastland Terrace-SKR Inc.
        4635 NW 57 Ln
        Coral Springs, FL 33067

Bankruptcy Case No.: 08-15872

Chapter 11 Petition Date: May 8, 2008

Court: Southern District of Florida (Fort Lauderdale)

Judge: John K. Olson

Debtor's Counsel: Sherri B. Simpson, Esq.
                  33 NE 2 St #208
                  Fort Lauderdale, FL 33301
                  Tel (954) 524-4141
                  Fax (954) 763-5117
                  Email bklaw99@aol.com

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

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

A copy of the Debtor's petition is available for free at:
http://bankrupt.com/misc/flsdb08-15872.pdf


EATO LLC: Case Summary & 11 Largest Unsecured Creditors
-------------------------------------------------------
Debtor: EATO LLC
        3900 NW 79th Avenue
        Suite 211
        Doral, FL 33166

Bankruptcy Case No.: 08-16155

Type of Business: The Debtor is into single assets real estate.

Chapter 11 Petition Date: May 13, 2008

Court: Southern District of Florida (Miami)

Judge: Robert A. Mark

Debtor's Counsel: Thomas L Abrams, Esq
                  1776 N Pine Island Rd #309
                  Plantation, FL 33322
                  Tel (954) 523-0900
                  Email tabrams@tabramslaw.com

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

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

A copy of the Debtor's list of creditors is available for free at:
http://bankrupt.com/misc/flsdb08-16155.pdf


EIE LLC: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: E.I.E. L.L.C.
        401 South Outer Belt Road
        Grain Valley, MO 64029

Bankruptcy Case No.: 08-41784

Chapter 11 Petition Date: May 7, 2008

Court: Western District of Missouri (Kansas City)

Debtor's Counsel: Peter L. Riggs
                  Stinson Morrison Hecker
                  1201 Walnut, Ste. 2900
                  Kansas City, MO 64106
                  Tel (816) 691-2784
                  Fax (816) 412-9721
                  Email priggs@stinson.com

Estimated Assets: $0 to $50,000

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

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


ENCAP GOLF: Section 341(a) Meeting Scheduled for June 18
--------------------------------------------------------
The U.S. Trustee for Region 3 will convene a meeting of creditors
of EnCap Golf Holdings LLC and NJM Capital LLC on June 18, 2008,
at 9:00 a.m., at One Newark Center in suite 1401.

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.

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.  The U.S. Trustee for Region 3
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  When the Debtors filed for protection
against their creditors, they listed asset and debts between
$100 million and $500 million.


ESPRE SOLUTIONS: March 31 Balance Sheet Upside-Down by $111,500
---------------------------------------------------------------
ESPRE Solutions Inc.'s consolidated balance sheet at March 31,  
2008, showed $2,329,726 in total assets, $1,254,812 in total
liabilities, and $1,186,414 in minority interest, resulting in a
$111,500 total stockholders' deficit.

The company reported a net loss of $4,277,542, on total revenue of
$431,664, for the second quarter ended March 31, 2008, compared
with a net loss of $2,973,207, on total revenue of $361,034, 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?2cb6

                          Going Concern

The company has incurred significant and recurring losses and
negative cash flow from operations.  

In the period from inception to March 31, 2008, the company has
transacted a substantial amount of its business with related
parties.  The company continues to be dependent on revenues from
these related parties.  The achievement of profitability and the
ability to generate cash flows from operations is dependent upon,
among other things, the acceptance of the company's products and
services, competition from other products and the deployment of
video applications by the company's customers.  

There is no assurance that management's plan will be successful.  
Accordingly, the company believes substantial doubts exist about
its ability to continue as a going concern.

                    About Espre Solutions Inc.

Headquartered in Plano, Texas, ESPRE Solutions Inc. (OTC: EPRT.PK)
-- http://www.espresolutions.com/-- is a public company and media   
collaboration solutions provider.  ESPRE Solutions intends to be
the video solutions provider of choice for Internet Service
Providers, Enterprises, application developers, communications
hardware vendors, and chip manufacturers, by providing both
narrowband and broadband video solutions for integration into
traditional voice and data applications.  ESPRE Solutions' ESPRE
Live(TM) Media Engine provides an integrated tool-kit solution for
developers to create applications for business and personal
communications.

>From its inception until the 1980's, the company provided planning
and environmental consulting services to local governmental
agencies and private organizations.  The company filed reports
with the Securities and Exchange Commission until October 1981,
when it suspended its reporting obligations by notice filed with
the Commission.


FAMILY ROOM: March 31 Balance Sheet Upside-Down by $3,900,862
-------------------------------------------------------------
Family Room Entertainment Corp.'s consolidated balance sheet at
March 31, 2008, showed $5,577,173 in total assets and $9,478,035
in total liabilities, resulting in a $3,900,862 total  
stockholders' deficit.

The company reported a net loss of $527,050, on revenues of
$125,807, for the third quarter ended March 31, 2008, compared
with net income of $349,180, on revenues of $1,528,702, 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?2cbf

                     Going Concern Disclaimer

PMB Helin Donovan LLP expressed substantial doubt about Family
Room Entertainment Corp.'s ability to continue as a going
concern following completion of its audit of the company's
consolidated financial statements for the fiscal year ended
June 30, 2007.

The auditing firm reported that the company experienced a
significant net loss in the year ending June 30, 2007, and
generated negative cash flows from operating activities, and as of
June 30, 2007, has an accumulated deficit of $23,275,354.

                        About Family Room

Headquartered in Hollywood, Calif., Family Room Entertainment
Corp. (OTC BB: FMLY) -- http://www.fmlyroom.com/-- with its
subsidiaries, Emmett Furla Films Productions, Emmett Furla Films
Distribution and EFF Independent, develops, produces and performs
production related services for the entertainment industry.  The
company derives its income from producer fees, production
consulting and service fees and royalties as well as participation
in the profits, if any, of certain of the pictures it produces.


FASHION HOUSE: Grobstein Horwath Expresses Going Concern Doubt
--------------------------------------------------------------
Grobstein, Horwath & Company LLP raised substantial doubt on the
ability of The Fashion House Holdings Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.  

The auditor pointed to the company's recurring net losses and
working capital deficit of $15,481,970 and total capital deficit
of $16,104,628 as of Dec. 31, 2007.  On April 16, 2008, the
company and its wholly owned subsidiary filed voluntary petitions
under chapter 11 of the U.S. Bankruptcy Code.

The company posted a net loss of $11,204,662 on total revenues of
$6,579,335 for the year ended Dec. 31, 2007, as compared with a
net loss of $14,691,213 on total revenues of $9,391,326 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $2,294,339 in
total assets and $18,398,967 in total liabilities, resulting in
$16,104,628 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,826,897 in total current assets
available to pay $17,308,867 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2c8e

                        About Fashion House

The Fashion House Holdings Inc. (FHHIQ.OB) --
http://www.thefashionhouseinc.com/-- The Fashion House Holdings,  
Inc., engages in the design, development, and marketing of women's
dress and casual fashion footwear.  Its licensed brands include
Richard Tyler Couture, tyler, Richard Tyler, Oscar by Oscar de la
Renta, O Oscar by Oscar de la Renta, Blass by Bill Blass, Bill
Blass Couture, Isaac Isaac Mizrahi line, and Mizrahi couture.  The
company sells its designer footwear through independent retailers,
specialty retailers, and department stores.  The company was
founded in 2002 and is based in Los Angeles, California.

The Fashion House Holdings is formerly TDI Holdings Corp.,
Kimball-Decar Corp., Kimball-Decar Corp., TangibleData Inc.,
TangibleData Inc., TDI Holdings Corp., TangibleData Inc., TDI
Holdings Corp., and Kimball-Decar Corp.

On April 16, 2008, together with The Fashion House Inc., the
company filed chapter 11 (Bankr. C.D. Calif. Case Nos. 08-12359
and 08-12363).  Judge Kathleen Thompson presides over the case.  
Daniel J Weintraub, Esq., at Weintraub & Selth APC represents the
Debtors in their restructuring efforts.   The Fashion House Inc.
listed total assets of $257,318 and total debts of $18,168,194 and
The Fashion House Holdings listed unknown value of assets and
total debts of $11,800,101 when they filed for bankruptcy.


FIRST DATA: Agrees to End CPS Joint Venture with JPMorgan Chase
---------------------------------------------------------------
First Data Corp. and JPMorgan Chase & Co. agreed to end their
joint venture, Chase Paymentech Solutions(TM), a global payments
and merchant acquiring entity, by the end of 2008.  In the
interim, the two companies will continue to operate their joint
venture and provide outstanding service to their customers.

In reviewing the Chase Paymentech joint venture, both JPMorgan
Chase and First Data concluded that the payments and merchant-
acquiring businesses were core to their strategies and each
owner's share of the venture should be operated independently by
their respective companies.

After the transition, JPMorgan Chase and First Data will operate
separate payment businesses.  JPMorgan Chase will provide global
payment solutions for allocated merchants by retaining 51% of the
JV's assets, including most of its employees and the JV's Canadian
and European operations.  The bank will name its payments and
merchant acquiring business Chase Paymentech and retain the JV's
Dallas headquarters.

First Data will continue to provide transaction processing and
data commerce solutions for allocated merchants through its
current technology platforms.  First Data will assume management
of the full-service ISO and Agent Bank unit of the JV and will
integrate 49 percent of the JV's assets and a portion of the JV
employees into its existing merchant acquiring business.  

"With emerging opportunities in the global payments business, it
makes good sense to bring our stake in Chase Paymentech business
fully in-house.  Merchants are moving beyond traditional payment
vehicles and we expect to be at the forefront of the industry,
developing and investing in new forms of payments and related
transactions that bring value to merchants", Gordon Smith, chief
executive of JPMorgan Chase's Card Services group, said.  "We
appreciate our successful partnership with First Data Corp. and
look forward to working with the company on other areas of joint
interest in the future."

"Throughout this transition, we are committed to ensuring that
there is no disruption to our allocated merchant partners,"  Brian
Mooney, president of First Data's Merchant Services group, said.

"First Data will continue to focus on our core business of
providing data-driven solutions and insight for our customers
while delivering market-leading services and technologies that
advance global commerce.  In addition, we remain committed to the
bank alliance model and value the successful relationships we have
with our financial institution partners.  We look forward to
working with JPMorgan Chase in other areas of business."

"During this transition, we will ensure that our customers
continue to receive the high-quality support they expect from us,"
Mike Duffy, president and CEO of Chase Paymentech, added.  "Our
focus will continue to be on the delivery of the most secure and
reliable global payments via our state-of-the-art, multi-channel
proprietary payment platform."

Chase Paymentech Solutions, LLC, is a global payments firm and the
world's largest merchant acquirer -- transacting all types of
payments in 140 currencies.  In 2007, the company processed
approximately $19.7 billion payment transactions, with more than
$719 billion in annual bank card and debit volume.  Chase
Paymentech's customer base includes the most respected companies
and brands in the world, including 70% of leading e-commerce
businesses and more than 600,000 merchants in nearly one million
locations worldwide.

JPMorgan Chase & Co. (NYSE: JPM) -- http://www.jpmorganchase.com/
-- is a global financial services firm with assets of
$1.6 trillion and operations in more than 60 countries.  The firm
focuses in investment banking, financial services for consumers,
small business and commercial banking, financial transaction
processing, asset management, and private equity.

                         About First Data

Headquartered in Greenwood Village, Colorado, First Data Corp. --
http://www.firstdata.com/-- is a global leader in electronic  
commerce and payment solutions for financial institutions,
merchants, and other organizations worldwide.  The company
processes transaction data of all kinds, harnesses the power of
that data and delivers innovations in secure infrastructure,
intelligence and insight for its customers. With operations in 37
countries, First Data serves over 5.4 million merchant locations,
2,000 card issuers and their customers.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 15, 2008,
Moody's Investors Service lowered First Data Corporation's
untendered senior unsecured stub notes rating to Caa1 from A2.   
Upon completion of the tender process, First Data had
approximately $200 million of the pre-LBO senior unsecured notes
outstanding at the end of December 2007, of which $68 million will
be due in August 2008.  The downgrade of the existing notes
positions the rating at a level consistent with the company's
subordinated notes based on their junior position within the
capital structure.  The company's corporate family rating of B2
and stable rating outlook remain unchanged.


FIRST MAGNUS: Various Claims Transferred to Two Entities
--------------------------------------------------------
Certain claims against First Magnus Financial Corporation's assets
were transferred to Fair Liquidity Partners LLC and Liquidity
Solutions Inc.  Details on the claim transfers are:

A.  Liquidity Solutions, on behalf of Revenue Management

   -- Transferor: Denisse Aguirre (Claim No. 5838)
   -- Transferor: Elizabeth A. Dugger (Claim No. 3816)
   -- Transferor: Geraldine Wilburn (Claim Nos. 5887 and 5934)
   -- Transferor: Danielle Martinez (Claim No. 608)
   -- Transferor: Yiwen Gong (Claim No. 3861)
   -- Transferor: Bridgette Brimhall (Claim No. 4583)
   -- Transferor: Sarah L. Simonson (Claim No. 3642)
   -- Transferor: Sarah L. Lockhart
   -- Transferor: Russell Kent White
   -- Transferor: Alexander M Sillman
   -- Transferor: Duy Khac Vo
   -- Transferor: Sherri H Hawley
   -- Transferor: Vicki Lynn Galey (Claim No. 3245)
   -- Transferor: Dustin Scott Davis (Claim No. 5070)

B. Fair Liquidity

   -- Transferor: Kellie Marie Spangler (Claim No. 453 and 3084)
   -- Transferor: Ira James Dicicco (Claim No. 1671)
   -- Transferor: Heather L. Adams (Claim No. 2657)
   -- Transferor: Deena Rubin (Claim No. 2305)
   -- Transferor: Brandon M Valero (Claim No. 5050)
   -- Transferor: Tina L. Glibota (Claim Nos. 2594, 1335, and
      1334)
   -- Transferor: Nancy Ann Johnston (Claim No. 3352)
   -- Transferor: Alicia Hoover (Claim No. 3673)
   -- Transferor: Lori A. Steinke (Claim Nos. 3410 and 2910)
   -- Transferor: Amy Schuman (Claim Nos. 5922, 5919, 5871, and
      724)
   -- Transferor: Jessica Cardona Santiago (Claim Nos. 3498 and
      1254)
   -- Transferor: Suzanne Carol Moore (Claim Nos. 3315 and 1058)
   -- Transferor: Carolyn Denise Fisher (Claim No. 529)
   -- Transferor: Kathleen Margaret Douglas (Claim Nos. 3403, 25,
      and 234)
   -- Transferor: Roberta Atkinson (Claim Nos. 2766 and 2205)
   -- Transferor: Theodore Porges (Claim No. 4305)
   -- Transferor: Joshua Kyle Wigley (Claim No. 4091)
   -- Transferor: Kurt D. Logar (Claim No. 1905 and 1905)
   -- Transferor: Carlos Marquez (Claim No. 3652)
   -- Transferor: Doreen F. Culhane (Claim No. 2002)
   -- Transferor: Joseph Bao Vego (Claim Nos. 4098 and 1984)
   -- Transferor: Lydia Ann Garcia (Claim No. 1985)
   -- Transferor: Milton McManus (Claim Nos. 4700 and 5154)
   -- Transferor: Yonita E. Rowell (Claim No. 2440)
   -- Transferor: Ramsey Eugene Mills (Claim No. 3563)
   -- Transferor: Yoana Yin Pin Chong (Claim No. 4037)
   -- Transferor: Sarah Rochelle Salazar (Claim Nos. 3880 and
      3874)
   -- Transferor: Luis David Salazar (Claim No. 3879)
   -- Transferor: Linda Ghazarian (Claim No. 4220)
   -- Transferor: Zachary J. Wieber (Claim Nos. 2065 and 1681)
   -- Transferor: Elise Pauline Tarr (Claim No. 2508)
   -- Transferor: Kelly D. Plummer (Claim No. 4020)
   -- Transferor: Jennifer A Peterson (Claim No. 1865)
   -- Transferor: Susan K. Jensen (Claim No. 1863)
   -- Transferor: Linda Ghazarian (Claim No. 4006)
   -- Transferor: Crista N. Cox (Claim Nos. 5201, 1746 and 1543)
   -- Transferor: Winifred Colclough (Claim Nos. 3196, 2117, and
      2098)
   -- Transferor: Susan R. Amann (Claim No. 5860)
   -- Transferor: Julio Rodriguez III (Claim No. 5894, 5941,
      3268, and 522)
   -- Transferor: Jennifer R. Nielsen (Claim No. 1368)
   -- Transferor: Kenton Aguilar Warny (Claim Nos. 3719 and 3286)
   -- Transferor: Sonjia L. Graham (Claim No. 489)
   -- Transferor: Christine Clark (Claim No. 1026)
   -- Transferor: Renee L. Boyd (Claim No. 2490)
   -- Transferor: Cheryl L. Harris (Claim Nos. 4063 and 3775)
   -- Transferor: Darell Tabar (Claim No. 1629)
   -- Transferor: Traci L. Speer (Claim No. 2034)
   -- Transferor: Ismael A Guerra IV (Claim No. 3507)
   -- Transferor: Candice Christine Rodeck (Claim No. 4886)
   -- Transferor: Cynthia A. Ragan (Claim No. 1062)
   -- Transferor: Jennifer Ann Felder (Claim No. 4069)
   -- Transferor: David Stearn (Claim No. 3263 and 273)

                        About First Magnus

Based in Tucson, Arizona, First Magnus Financial Corporation --
http://www.firstmagnus.com/-- purchases and sells prime and
Alt-A mortgage loans secured by one-to-four unit residences.

The company filed for chapter 11 protection on Aug. 21, 2007
(Bankr. D. Ariz. Case No.: 07-01578).  John R. Clemency, Esq., at
Greenberg Traurig LLP serves as the counsel for the Debtor.  The
Official Committee of Unsecured Creditors has selected the firm
Warner Stevens LLP as its counsel.  When the Debtor filed for
bankruptcy, it listed total assets of $942,109,860 and total debts
of $812,533,046.  As of Dec. 31, 2007, the Debtor had total assets
of $178,737,936 and total liabilities of $142,241,111.  The
Debtor's chapter 11 liquidation plan was approved in February
2008.


FORD MOTOR: May Cut Up to 2,000 Salaried Workers by August 1
------------------------------------------------------------
Ford Motor Company may terminate salaried workers in the United
States instead of offering them compensation packages to shave off
expenses amid the decline of truck sales and the increase of
gasoline prices, several papers report.

According to Bill Koenig of Bloomberg News, Ford CEO Alan Mulally
announced in a memo that by August 1, the reductions must be
completed.

The Detroit News, citing executive comments at a Ford meeting with
employees, said the automaker might reduce as much as 12% or 2,000
of its U.S. salaried workforce.  

Marcey Evans, Ford spokeswoman, insisted that the company has not
yet determined the number of workers to be terminated, Dee-Ann
Durbin of The Associated Press writes.

As disclosed in the Troubled Company Reporter on May 23, 2008,
Ford is making adjustments to its production plan and revising
downward its near-term North American Automotive profit outlook,
while planning further manufacturing capacity realignments,
additional cost reductions and changes to its product mix to
respond to the rapidly changing business environment in the U.S.

The lower overall production, dramatic model mix shifts and
substantially higher commodity costs are forcing a change in
Ford's near-term financial outlook, the company said.

"Rapidly rising commodity prices -- particularly steel prices --
and higher gasoline prices that are accelerating consumers' shift
away from large trucks and SUVs together are having a tremendous
impact on our sales, our manufacturing operations and our
profitability as we look to 2009," Mark Fields, Ford's President
of The Americas, said.

"Unless there is a fairly rapid turnaround in U.S. business
conditions, which we are not anticipating, it now looks like it
will take longer than expected to achieve our North American
Automotive profitability goal," Mr. Mulally said.  "Overall, we
expect to be about break-even companywide in 2009 -- with
continued strong results in Europe and South America."

Given the external challenges, Ford said it is more critical than
ever to continue executing its transformation plan, which
includes:

   -- aggressively restructuring to operate profitably at the
      current demand and changing model mix;

   -- accelerating the development of new products that customers
      want and value;

   -- financing the plan and improving the balance sheet; and

   -- working together effectively as one team, leveraging Ford's
      global assets.

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

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

                          *     *     *

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

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

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


GLOBAL REAL ESTATE: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: A Global Real Estate Solutions, Inc.
        aka Avanti Office Suites
        aka Avanti Real Estate
        160 Littleton Road
        Parsippany, New Jersey 07054

Bankruptcy Case No.: 08-18615

Chapter 11 Petition Date: May 8, 2008

Court:    U.S. Bankruptcy Court
          District of New Jersey (Newark)

Judge:    To be assigned

Debtor's Counsel:    James N. Lawlor
                     Wollmuth, Maher & Deutsch LLP
                     One Gateway Center
                     9th Floor
                     Newark, NJ 07102
                     Tel: (973)733-9200
                     E-mail: jlawlor@wmd-law.com
                     http://www.wmd-law.com/

Estimated Assets:   $500,001 to $1 million

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

A copy of the Debtor's petition and list of its 20 largest
unsecured creditosr is available for free at:

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


GOLDEN EAGLE: Posts $311,146 Net Loss in 2008 First Quarter
-----------------------------------------------------------
Golden Eagle International Inc. reported a net loss of $311,146,
on zero revenues, for the first quarter ended March 31, 2008,
compared with a net loss of $1,537,799, on zero revenues, in the
same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$5,927,674 in total assets, $909,193 in total liabilities, and
$5,018,481 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $46,258 in total current assets
available to pay $819,056 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?2cca

                     Going Concern Disclaimer

Chisholm, Bierwolf & Nilson, LLC, in Bountiful, Utah, expressed
substantial doubt about Golden Eagle 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 reported that the company has negative working
capital and has incurred substantial losses since its inception.  
The company currently has no mineral production and requires
significant additional financing to satisfy its outstanding
obligations and resume and expand mining production.  The auditing
firm added that the company's ability to conduct operations
remains subject to other risks, including operating in isolated
regions of Bolivia and the concentration of operations in a single
undeveloped area.  

                        About Golden Eagle

Headquartered in Salt Lake City, Golden Eagle International Inc.
(OTC BB: MYNG) -- http://www.geii.com/-- is a gold and copper  
exploration and mining company.  The company is engaged in the
development of existing gold and copper deposits in the Guarayos
Greenstone Belt within Bolivia's Precambrian shield.  Exploration
is ongoing in this highly prospective area.


GPS INDUSTRIES: Posts $2,950,000 Net Loss in 2008 First Quarter
---------------------------------------------------------------
GPS Industries reported a net loss of $2,950,000, on revenue of
$2,666,000, for the first quarter ended March 31, 2008, compared
with a net loss of $3,192,000, on revenue of $2,093,000, in the
same period last year.

The 27.0% increase in revenue is attributable to the results of
the company's recent acquisitions of GPSI Europe and the
operations and assets of UpLink Corporation.  The company's
average selling price per 18-hole equivalent system increased
slightly in comparison to the same period in 2007.  During the
period, the company successfully completed its single largest
installation to date which was a four course 18-hole equivalent
installation for one of North America's premier golf resort
destinations.

At March 31, 2008, the company's consolidated balance sheet showed
$31,278,000 in total assets, $26,125,000 in total liabilities, and
$5,153,000 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $7,323,000 in total current assets
available to pay $18,322,000 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?2cbc

                     Going Concern Disclaimer

Sherb & Co., LLP, in New York, expressed substantial doubt about
GPS Industries 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 losses and has a working capital
deficiency.

                      About GPS Industries

Headquartered in Surrey, B.C. Canada, GPS Industries Inc. (OTC BB:
GPSN.OB) -- http://www.gpsindustries.com/-- develops and markets      
GPS and Wi-Fi multimedia solutions to enable managers of golf
facilities, resorts, and residential communities to improve
operational efficiencies and generate significant new revenue
streams.


GUARDIAN TECH: March 31 Balance Sheet Upside-Down by $8,857,840
---------------------------------------------------------------
Guardian Technologies International Inc.'s consolidated balance
sheet at March 31, 2008, showed $1,189,447 in total assets,
$9,899,198 in total liabilities, and $148,089 in common shares
subject to repurchase, resulting in a $8,857,840 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $302,625 in total current assets
available to pay $7,283,694 in total current liabilities.

The company reported a net loss of $2,109,928, on net revenues of
$39,594, for the first quarter ended March 31, 2008, compared with
a net loss of $3,550,446, on net revenues of $72,273, 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?2ccc

                     Going Concern Disclaimer

Goodman & Company, LLP, in Norfolk, Va., expressed substantial
doubt about Guardian Technologies International Inc.'s ability to
continue as a going concern after auditing the company's
consolidated balance sheet for the year ended Dec. 31, 2007.  

The auditing firm reported that the company has incurred
significant operating losses since inception and is dependent upon
its ability to obtain additional funding through debt or equity
financing to continue operations.  As a result, the auditing firm
said that the company may not be able to continue to meet
obligations as they come due.  

                   About Guardian Technologies

Based in Herndon, Va., Guardian Technologies International Inc.
(OTC BB: GDTI) -- http://www.guardiantechintl.com/ -- is a
technology company that designs and develops imaging informatics
solutions for delivery to its target markets: aviation/homeland
security and healthcare.


HOTH HOLDINGS: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Hoth Holdings, LLC
        3660 Maguire Blvd
        Suite 103
        Orlando, FL 32803  

Bankruptcy Case No.: 08-04328

Chapter 11 Petition Date: May 27, 2008

Court: Middle District of Florida (Orlando)

Debtor's Counsel: Elizabeth A Green  
                  (bankruptcynotice@lseblaw.com)
                  Latham Shuker Eden & Beaudine LLP
                  390 North Orange Avenue
                  Suite 600
                  Orlando, FL 32801
                  Telephone (407) 481-5800
                  Fax (407) 481-5801

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

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

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

             http://bankrupt.com/misc/flmb08-04328.pdf


IC ISAACS: BDO Seidman Raises Substantial Doubt
-----------------------------------------------
BDO Seidman, LLP, in Bethesda, Md., raised substantial doubt about
I.C. Isaacs & Company, Inc.'s ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2007, and 2006.  The auditing firm said that
the company has experienced a significant operating loss in 2007
and expects future operating losses and negative cash flows from
operations.

During the conclusion of 2007, the company developed a strategy to
improve the overall retail distribution to create greater consumer
demand and improve overall margin.  In addition, the company
sought to update the styling of products to a more streamlined
design focused primarily around a core product offering to the
market place.  The company also had to sell off its excess older
inventory styles to a market base that did not compete with the
newer designs.  

In connection with these trends and changes in strategies, the
company's net sales decreased 54.7% to $37,213,730 in 2007 from
$82,235,994 in 2006.  The company reported a $15,643,435 net loss
for the year ended Dec. 31, 2007, compared with $2,606,932 of net
income in the prior year period.

At Dec. 31, 2007, the company's balance sheet showed $11,056,387
in total assets, $6,752,487 in total liabilities, and $4,303,900
in total stockholders' equity.

The company's accumulated deficit at Dec. 31, 2007, increased more
than 75% to $36,250,116 from $20,606,681 at Dec. 31, 2006.

A full-text copy of the company's 2007 annual report is available
for free at http://ResearchArchives.com/t/s?2cd3

                          Plans and Steps

To improve its financial performance, the company:

-- introduced a new line of fashion apparel for men and women
   called "Le Jean de Marithe + François Girbaud."  Le Jean is
   intended to appeal to a broader customer base than the
   company's existing line.  The first collection for Le Jean
   was made available for shipment in January 2008 and is in a
   testing phase during 2008;

-- has taken steps to reduce its cost structures and improve the
   effectiveness of its organization.  The steps include
   headcount reduction through staff terminations, and attrition
   of 110 at Dec. 31, 2006, and 68 at Dec. 31, 2007.  The
   company expects that these actions will result in annual cost
   savings of approximately $2.7 million.  Additionally, the
   company has reorganized its design organization and sales
   organization to improve efficiency;

-- entered in March 2008 into an agreement to sell its Baltimore
   facility (approximately 35,000 square feet) for $900,000.
   The agreement provides the buyer a 30-day feasibility period
   and 60 days thereafter to close the sale.  The buyer has
   requested, and the company has agreed, to extend the
   feasibility period an additional 45 days.  The buyer has
   provided the company a $25,000 escrow deposit that becomes
   non-refundable after the feasibility period, as extended.
   The agreement also provides that the company can remain in
   the premises for a 90-day period (rent free) after the
   closing date with an optional 90-day rental period
   thereafter.  Once the sale is complete, the company plans to
   find a suitable location (approximately 5,000 square feet) in
   the Baltimore area to relocate its Baltimore staff of
   approximately 20 people.  The company anticipates a net gain
   of approximately $600,000 and net proceeds of approximately
   $800,000 after closing costs and broker commissions.  The net
   proceeds will be used to pay down any balances on the
   company's revolving line of credit.

Based in New York, I.C. Isaacs & Company, Inc. (OTCBB: ISACE.OB)
-- http://www.icisaacs.com/-- designs and markets branded  
jeanswear and sportswear.  The company offers full lines of
jeanswear for men and women under the Marithe & Francois Girbaud
brand in the United States and Puerto Rico.


IGNIS PETROLEUM: March 31 Balance Sheet Upside-Down by $2,903,756
-----------------------------------------------------------------
Ignis Petroleum Group Inc.'s consolidated balance sheet at
March 31, 2008, showed $1,055,353 in total assets and $3,959,109
in total liabilities, resulting in a $2,903,756 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $505,452 in total current assets
available to pay $2,959,109 in total current liabilities.

The company reported a net loss of $208,056, on total revenue of
$593,449, for the third quarter ended March 31, 2008, compared
with a net loss of $1,873,508, on total revenue of $262,188, 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?2cb2

                     Going Concern Disclaimer

Hein & Associates LLP, in Dallas, expressed substantial doubt
about Ignis Petroleum Group Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended June 30, 2007, and 2006.  The
auditing firm reported that the company has suffered recurring
losses from operations and its total liabilities exceeds its total
assets.

                      About Ignis Petroleum  

Based in Plano, Texas, Ignis Petroleum Group Inc. (OTC BB: IGPG)
-- http://www.ignispetroleum.com/-- is an oil and gas company   
focused on exploration, development and production of crude oil
and natural gas reserves primarily in the onshore areas of United
States Gulf Coast and Mid-Continent.


INT'L CONSOLIDATED: Posts $2,991,160 Net Loss in 2008 1st Quarter
-----------------------------------------------------------------
International Consolidated Companies Inc. reported a net loss of
$2,991,160, on zero revenue, for the first quarter ended March 31,
2008, compared with a net loss of $1,285,855, on revenue of
$16,259, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$10,654,072 in total assets, $6,702,131 in total liabilities,
$3,490,012 in minority interest, and $461,920 in total
stockholders' equity.

The company's consolidated financial statements for the quarter
ended March 31, 2008, also showed strained liquidity with
$1,959,882 in total current assets available to pay $4,372,572 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?2caf

                          Going Concern

The company incurred a loss for the current three-month period
ended March 31, 2008, and has had recurring losses for years
including and prior to Dec. 31, 2007, and has an accumulated
deficit account of $5,023,980.

Management of the company states that there is no guarantee
whether the company will be able to generate enough revenue or
raise capital to support its operations.  These matters, the
company discloses, raise substantial doubt about the company's
ability to continue as a going concern.

                 About International Consolidated

Based in Sarasota, Fla., International Consolidated Companies Inc.
(OTC BB: INCC) specializes in acquiring international businesses
located in the expanding Asian markets focusing on three dynamic
areas: healthcare, technology and environment.  The company
provides foreign companies an opportunity to gain access to U.S.
capital markets.  In exchange, the company retains a significant
percentage of each target company.


IRWIN RHODES: Case Summary & 5 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Irwin Lawrence Rhodes
        3815 Erie Ave
        Cincinnati, OH 45208

Bankruptcy Case No.: 08-12703

Chapter 11 Petition Date: May 21, 2008

Court: Southern District of Ohio (Cincinnati)

Judge: Jeffery P. Hopkins

Debtor's Counsel: John A. Schuh
                  (jaschuhohecf@nuvox.net)
                  2662 Madison Road
                  Cincinnati, OH 45208-1332
                  Telephone (513) 321-2662

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 at:

              http://bankrupt.com/misc/ohsb08-12703.pdf


ISORA LUBERTO: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Isora Luberto
        61 Arborway
        Boston, MA 02130

Bankruptcy Case No.: District of Massachusetts (Boston)

Chapter 11 Petition Date: 08-13728

Court: District of Massachusetts (Boston)

Judge: Joan N. Feeney

Debtor's Counsel: David G. Baker
                  (courtmail@bostonbankruptcy.org)
                  236 Huntington Avenue, Ste. 302
                  Boston, MA 02115
                  Telephone (617) 340-3680
                  Fax (866) 661-5328

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

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

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


JIHAD NAZZAL: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Jihad N. Nazzal
        3798 Mission St
        San Francisco, CA 94110

Bankruptcy Case No.: 08-30866

Chapter 11 Petition Date: May 19, 2008

Court: Northern District of California (San Francisco)

Debtor's Counsel: John S. Morken, Sr.
                  (jomork@aol.com)
                  Morken Law Office
                  760 Market St. #938
                  San Francisco, CA 94102
                  Telephone (415) 391-6140

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

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

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


JIMMY DUNN: Case Summary & 15 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Jimmy Vinson Dunn
        aka Jimmy V. Dunn & Associates, Inc.
        aka C&C, LLC
        Harriet Sue Dunn
        4028 E. Forrest Ridge Lane
        Rogersville, MO 65742

Bankruptcy Case No.: 08-60907

Chapter 11 Petition Date: May 21, 2008

Court: Western District of Missouri (Springfield)

Judge: Arthur B. Federman

Debtor's Counsel: David E. Schroeder
                  (bk1@dschroederlaw.com)
                  David Schroeder Law Offices, PC
                  1524 East Primrose St., Suite A
                  Springfield, MO 65804-7915
                  Telephone (417) 890-1000
                  Fax (417) 886-8563

Estimated Assets: $1,000,001 TO $10 Million

Estimated Debts: $1,000,001 TO $10 Million

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

             http://bankrupt.com/misc/mowb08-60907.pdf


JOHN KEOWN: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: John D. Keown
        Jacqueline M. Keown
        1012 Stonestack Drive
        Bethlehem, PA 18015

Bankruptcy Case No.: 08-21056

Chapter 11 Petition Date: May 20, 2008

Court: Eastern District of Pennsylvania (Reading)

Judge: Richard E. Fehling

Debtor's Counsel: David W. Tidd
                  (dtidd@tiddlaw.net)
                  Law Offices of David W. Tidd
                  94 Main Street
                  Hellertown, PA 18055
                  Telephone (610) 838-8700

Estimated Assets: $0 to $50,000

Estimated Debts: $0 to $50,000

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


KANSAS CITY SOUTHERN: Moody's Assigns B2 Rating on $275MM Notes
---------------------------------------------------------------
Moody's Investors Service has assigned a B2 rating (LGD5-71%) to
Kansas City Southern Railway Company's $275 million notes due
2015.

KCSR intends to use the net proceeds from the offering to
repurchase $200 million aggregate principal amount of its 9-1/2%
Senior Notes due 2008 (rated B2 by Moody's), to pay the fees and
expenses associated with such repurchase, to reduce borrowings
under the KCSR revolving credit facility, and for general
corporate purposes. Since the purpose of these notes are to
refinance existing senior unsecured debt of the company, this
offering has no impact on the corporate family rating of parent
Kansas City Southern, or any of the other ratings at KCS, KCSR, or
Kansas City Southern, de Mexico, S.A. de C.V.

The rating on these notes is one notch below Kansas City
Southern's B1 corporate family rating, reflecting the junior
priority of this class of debt to approximately $437 million of
senior secured debt obligations.

Assignments:

  Issuer: Kansas City Southern Railway Company (The)
  
   * Senior Unsecured Regular Bond/Debenture, B2 (LGD5, 71%)

The Kansas City Southern Railway Company operates a Class I
railroad in the south central U.S., and is a wholly owned
subsidiary of Kansas City Southern.


KLAAS REYNEVELD: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Klaas Reyneveld
        Grace J. Reyneveld
        dba D'Udder Dairy #1
        dba Udder Delite Dairy #1
        9502 180th Street
        Mc Alpin, FL

Bankruptcy Case No.: 08-02936

Chapter 11 Petition Date: May 27, 2008

Court:    U.S. Bankruptcy Court
          Middle District of Florida (Jacksonville)

Judge:    Hon. Jerry A. Funk

Debtor's Counsel:    J. Randall Frier
                     Frier & Frier, P.A.
                     1645 Metropolitan Boulevard
                     Tallahassee, FL 32308-3730
                     Tel: (850) 894-2084
                     Fax: (850) 894-2086
                     E-mail: Cumberland_1988@yahoo.com

Total Assets:   $3,882,366

Total Debts:    $817,321

A copy of the Debtor's petition and list of its 20 largest
unsecured creditosr is available for free at:

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


LINENS N THINGS: Names Stalking Horse Bidders for Store Auction
---------------------------------------------------------------
Linen 'N Things, Inc., and its affiliated debtors notify the U.S.
Bankruptcy Court for the District of Delaware and parties-in-
interest that they have chosen Tiger Capital Group, LLC, and SB
Capital Group, LLC, to serve as the stalking horse bidder in
connection with the Debtors' store closing sales.

Prior to their bankruptcy filing, Linens 'n Things and its debtor-
affiliates engaged in an in-depth analysis to improve their
overall financial performance, including the closing of
unprofitable stores.  As a result, the Debtors identified 120
stores as underperforming stores that should be closed at the
outset of the Chapter 11 cases to aid in the reorganization
efforts.  The Debtors wanted to ease certain of the liquidity
restraints by similar themed sales at the Closing Stores by
conducting an auction.  Eventually, the Honorable Christopher S.
Sontchi approved a protocol for the Debtors to auction off assets
from 120 stores they intend to close.

To maximize the value of the inventory and merchandise owned
furniture, fixtures and equipment included in the sale, the
Debtors are seeking the assistance from liquidation firms.  
Subject to the Court's approval, as stalking horse bidder, Tiger
Capital and SB Capital will receive a break-up fee and expense
reimbursements in the event the Debtors select other liquidation
firms at an auction.

The Agency Agreement dated May 19, 2008, between Tiger Capital
Group and SB Capital Group, as Agent, and Linens Holding Co., and
its affiliated debtors, as Merchant, provide that Agent will
serve as the exclusive agent for the limited purpose of
conducting the sale of merchandise in 120 retail stores of
Merchant.  The Agency Agreement also provides for these terms:

     1. Payments to Merchant

         * Agent guarantees that Merchant will receive 92.72% of
           the Aggregate Cost Value of the Merchandise included
           in the Sale.

         * To the extent that sale proceeds exceed the sum of (x)
           the Guaranteed Amount, (y) expenses for the sale, and
           (z) 5% of the Aggregate Cost of Value of the
           Merchandise included in the Sale (which will be paid
           to Agent as Agent's Fee), then all remaining proceeds
           of the sale above the sharing threshold will be shared
           50% by Merchant and 50% by Agent.

         * The Guaranty Percentage has been fixed based upon the
           Aggregate Cost of Value of the Merchandise, without
           taking into account the Global Inventory Adjustment,
           being not less than $128,000,000.  To the extent the
           Aggregate Cost Value of the Merchandise included in
           the Sale, without taking into account a Global
           Inventory Adjustment, is less than the $128,000,000
           Merchandise Threshold, the Guaranty Percentage will be
           adjusted in accordance with the terms agreed by the
           parties.
    
     2. Compensation to Agent.  Subject to the Court's entry of an
        order authorizing Merchant and Agent to conduct the Sale,
        Agent will receive:
  
           -- the Agent's Fee,
           
           -- all remaining proceeds of the Sale after payment
              of the Guaranteed Amount, Expenses of the Sale,
              the Recovery Amount, if any, and all other amount
              payable to Merchant, and

           -- ownership of all Merchandise remaining at the Sale
              Termination Date.

     3. Time of Payments.  On the first business day following
        issuance of the Approval Order, Agent will pay to
        Merchant an amount equal to 90% of the product of (i) the
        Guaranty Percentage and the estimate aggregate Cost Value
        of the Merchandise to be included in the Sale as
        reflected on Merchant's books and records.  The balance
        of the Guaranteed amount, if any , will be paid by Agent
        to Merchant on the earlier of (i) the second business day
        following the issuance of the final report of the
        aggregate Cost Value of the Merchandise included in the
        Sale by the Inventory Taking service, after review,
        reconciliation and verification thereof by Agent and
        Merchant in consultation with the Lenders, provided that
        Merchant and Agent will exercise reasonable best efforts
        to reconcile the Inventory Taking within 10 days after
        its completion and (ii) the date that is 30 days after
        the Sale Commencement Date, in which case the payment
        will be of the undisputed balance of the Guaranteed
        Amount.

     4. Security.  In order to secure Agent's obligations under
        the Agency Agreement, in respect of (x) the payment
        of the unpaid portion of the Guaranteed Amount and (y)
        Expenses of the Sale, on the Payment Date, Agent will
        furnish Merchant an irrevocable standby letter of credit
        naming General Electric Capital Corp. and Merchant as co-
        beneficiaries in the aggregate original face amount equal
        to the difference between the Estimated Guaranteed Amount
        the Initial Guaranty Payment, plus three weeks' estimated
        Expenses that Merchant pays in the ordinary course.  The
        Letter of Credit will have an expiry date of no earlier
        than 60 days after the Sale Termination Date.

     5. Expenses of the Sale.  Agent will be unconditionally
        responsible for all Expenses -- including all payroll
        and commission for all retained employees used in
        conduction the Sale and 50% of the fess and costs of the
        Inventory Taking Service to conduct the inventory Taking
        at the Stores -- during the Sale Term.

     6. Inventory Taking.  As soon as practicable following the
        Sale Commencement Date, but in no event later than 21
        days after that date, Merchant and Agent will cause an
        SKU inventory taking at each of the Stores.  Merchant
        and Agent will jointly employ a mutually acceptable
        independent inventory taking service to conduct the
        Inventory Taking.

     7. Merchandise.  "Merchandise" include, among other things,
        all finished goods that is owned by Merchant and located
        at the Stores at the Sale Commencement Date, but excludes
        (i) goods which belong to sub-lessees, licensees,
        department lessees or concessionaires of Merchant; (2)
        goods held by Merchant on memo, on consignment or as
        bailee, (3) furnishings, trade fixtures, equipment or
        improvements to real property which are located in the
        Stores, subject to exceptions.

     8. Excluded Goods.  Merchant will retain all responsibility
        for any goods not included as "Merchandise".  If
        Merchant elects at the beginning of the Sale Term, Agent
        will accept goods for sale as "Merchant Consignment
        Goods" at prices established by the Agent.  The Agent
        will retain 20% of the sale price for all sales of
        Merchant Consignment Goods, and Merchant will receive
        80% of the receipts in respect of the sales.

     9. Sale Term.  The Sale will commence at each store on the
        first business day following the entry of the Approval
        Order, but in no event later than June 1, 2008. Agent
        will complete the sale at each store and vacate the
        store in broom-clean condition by no later than
        August 31, 2008, unless extended by mutual written
        agreement by Agent and Merchant.

    10. Retained Employees.  Agent may use Merchant's employees,
        and will identify employees it will use, in the conduct
        of the Sale.  Merchant's employees will at all times
        remain as its employees, and Merchant will process the
        payroll for all Retained Employees.  Agent may stop using
        any Retained Employee, subject to at least seven days'
        prior notice.  Agent may pay, as an Expense, retention
        bonuses, up to a maximum of 10% of base payroll for all
        Retained Employees who do not voluntarily leave
        employment and are not terminated for cause.

A full-text copy of the Stalking Horse Bidder's Agency Agreement
is available for free at:

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

The Debtors will accept bids from other liquidating firms until
May 27, 2008.  The bids must be based upon the terms and
conditions of the Stalking Horse Agreement.

The Debtors will conduct an auction on May 29, 2008 to select the
winning bidder. In the event the Stalking Horse Agency Agreement
is not consummated because Linens 'n Things elects to pursue an
alternative transaction, Linens 'n Things will pay Agent from the
proceeds of the winning bid at auction (i) a break-up fee of
$2,000,000, and (ii) an expense reimbursement for necessary out-
of-pocket expenses of up to $500,000.

The competing bids must provide for a net value that exceeds the
Stalking Horse Bid by $500,000 plus the Break-Up Fee and Expense
Reimbursement.

The Court will convene a hearing on May 20, 2008, at 11:30 a.m.,
Eastern Time, to consider approval of the bid protections to the
Stalking Horse Bidder.

              Gordon Brothers to Counter Tiger/SB Bid

BusinessWeek reported on May 20 that Gordon Brothers said it
would top the Tiger/SB bid by $1,000,000 in cash and would not
ask for a break-up fee if it loses in the bidding.

The Debtors have selected the Tiger/SB Offer, which requires a
break-up fee, as the stalking horse bid.  Tiger and SB have
guaranteed to pay 93% of the estimated $128,000,000 worth of
merchandise in the Closing Stores.

             Texas and Landlords Object to Terms of Sale

The Consumer Protection and Public Health Division of the Texas
Attorney General's Office objects to the Debtors' request for
approval of store closing procedures because:

   -- the relief requested with respect to the augmentation of
      goods, disclaimer of warranties, refusal to honor coupons,
      and advertising of sales is contrary to applicable consumer
      protection laws of the state of Texas;

   -- the request does not clearly set forth who is responsible
      to safeguard certain protected personal information,
      including customer information on the Debtors' computers;

   -- waiver of the stay of any order approving the request is
      wholly inappropriate; and

   -- the Debtors sought relief via an instant request, and not
      through a formal adversary proceeding, to enjoin state
      regulatory authorities from enforcing valid state laws and
      regulations.

Landlords NAP Camp Creek Marketplace, LLC, and Noro-Broadview
Holding Co., B.V., also object to the request to the extent it
seeks approval of the proposed store closing procedures in their
current form.  The Landlords contend that the procedures are
deficient, and do not reasonably balance the interest of the
Debtors in conducting the store closing sales with the interest
of the Landlords in protecting and safeguarding the closing
stores premises.

The Landlords also object to the request because the procedures:

   -- do not contain any limitations on the number, size or
      location of signs and advertisements at the Premises;
  
   -- permit the use of sign walkers and street signage on, among
      other places, landlord property;
  
   -- permit the Debtors to utilize exterior banners at the
      closing stores without regard to lease terms, and without
      placing any limitations on the number of exterior banners
      that may be used or where they may be placed;

   -- do not require the Debtors to repair any damage caused to
      the exterior or facade of a store as a result of the
      Debtors' banners and other advertisements;

   -- do not expressly prohibit the Debtors and their agents from
      augmenting inventory, thus, creating a substantial risk
      that use restrictions will be violated; and

   -- purportedly modify the Debtors' rental obligations under
      certain leases by noting that the Debtors' obligations may
      be modified by unspecified provisions in the "Approval
      Order."

Several other landlords and taxing authorities have aired
objections or responses to the sale procedures:

    * Alief Independent School District, et al.;
    * Biddeford Crossing II LLC;
    * Developers Diversified Realty Corp., et al.;
    * FL Promenade, L.P.;
    * Gateway Center IV, L.C.;
    * Granite Amerige L.P.;
    * Linens Denver (8-8), LLC;
    * Lisbon Landing LLC;
    * Macon Mall, et al.;
    * Miami-Dade County Tax Collector;
    * Office of the Tennessee Attorney General;
    * OH Retail, LLC
    * Palm Beach County Tax Collector;
    * Stevens Creek, Inc.;
    * Westfield, LLC, and Oakridge Mall LP; and
    * Woodbury Lakes Retail, LLC, and Cerritos Towne Center, LLC.

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: Inserts East Wants Administrative Claim Paid
-------------------------------------------------------------
Pursuant to Section 503(b)(1)(A) of the Bankruptcy Code, Inserts
East, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to allow and direct payment of its administrative expense
claim amounting to $641,841.

Shannon D. Leight, Esq., at Ciardi & Ciardi P.C., in Philadelphia,
Pennsylvania, relates that Inserts East purchased specifically
designed paper on behalf, and at the request of Linen 'N Things,
Inc., and its affiliated debtors.

Inserts East has been a critical and highly valued vendor for the
Debtors, Ms. Leight contends.  She adds that Inserts East is
instrumental and necessary to the preservation of the bankruptcy
estates, as it is continuing to provide the Debtors with valuable
advertising for various going out of business sales.

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: U.S. Trustee Wants Gardere Wynne's Scope Limited
-----------------------------------------------------------------
Roberta A. DeAngelis, the acting United States Trustee for
Region 3, objects to the application of Linens 'n Things and its
debtor-affiliates to employ Gardere Wynne Sewell LLP as their
special counsel to deal with all matters that are not "discretely
related to the bankruptcy process."

Gardere Wynne has represented the Debtors before the Petition
Date in connection with numerous areas and legal issues,
including the Debtors' prepetition efforts to avoid a Chapter 11
filing, preparation for the commencement of their Bankruptcy
Cases.

The Debtors admit that Gardere is not eligible to be retained and
to serve as general bankruptcy counsel under Section 327(a) of
the Bankruptcy Code because a partner of the firm served as their
secretary, Ms. DeAngelis tells the Court.  As a result, she notes
that the partner and his law firm are not disinterested, and
thus, Gardere is not eligible to be retained under Section
327(a).  Consequently, the Debtors sought to retain Gardere under
Section 327(e).

Ms. DeAngelis contends that the application "runs afoul" of
Section 327(e) because the Debtors seek to retain an applicant
not for a "specified special purpose" as required by Section
327(e), but to represent them in "conducting the case."

"[Gardere] appears to have provided assistance to the Debtors on
virtually all of their legal matters.  The Debtors now seek
authorization for Applicant to continue performing all of these
services post-petition," Ms. DeAngelis points out.

Ms. DeAngelis further elaborates that the application runs afoul
of Section 327(e)'s prohibition against assisting the trustee in
"conducting the case."  She asserts that the burden is on the
Debtors to demonstrate that Gardere's proposed scope of
employment does not violate Section 327(e)'s limits.  Because the
Debtors have not and cannot meet their burden with respect to the
application, she asks the Court not to approve the request.

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)


MARYLAND DEVELOPMENT: Has Until August 19 to File Chapter 11 Plan
-----------------------------------------------------------------
The Hon. Paul Mannes of the United States Bankruptcy Court for the
District of Maryland further extended the exclusive periods of
Maryland Development Company LLC to:

   a) file a Chapter 11 plan until Aug. 19, 2008, and

   b) solicit acceptances of that plan until Oct. 20, 2008.

The Debtor needs more time to complete the sale of its assets,
including:

    i) a single-family home at lot 57 in the Oakmont Manor
       Subdivision,

   ii) 10 lots in the Potomac Edge Subdivision to NVR Inc., and

  iii) a single-family home at lot 26 in Travillah Acres
       Subdivision to Potomac Capital Holding LLC for $645,000.  

The Debtor tells the Court that NVR has already closed on four of
these 10 lots.  The proceeds of the sale will be paid to the
Debtor's creditors.

The Debtor's exclusive plan filing period expired on May 21, 2008.

As reported in the Troubled Company Reporter on Feb. 15, 2008,
the Court authorized the Debtor to use cash collateral to fund
the construction of these lots in the Oakmont and Potomac
subdivisions, and to pay critical vendors.

                   About Maryland Development

Headquartered in Rockville, Maryland, Maryland Development Company
LLC, operates as a real estate developer.  The company filed for
Chapter 11 bankruptcy protection on Jan. 22, 2008 (Bankr. D. M.D.,
Case No. 08-10938).  James A. Vidmar, Jr., Esq. at Linowes and
Blocher represents the Debtor in its restructuring efforts.  The
U.S. Trustee of Region 4 appointed creditors to serve on an
Official Committee of Unsecured Creditors.  When the company filed
for protection against its creditors, it listed between $10
million and $50 million in total assets and between $10 million
and $50 million in total.


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.


MESA AIR: COO Warns of Bankruptcy by July if Delta Deal Ends
------------------------------------------------------------
Mesa Air Group Inc. president and chief operating officer Michael
Lotz warned the company could will file for bankruptcy protection
by July 20 if Delta Air Lines, Inc. successfully terminated their
Connection Agreement and Mesa can't redeploy unused aircraft,
Harry R. Weber of Associated Press reports.

As reported by the Troubled Company Reporter on May 23, 2008,
Delta had notified the Company of its intent to terminate the
Delta Connection Agreement among Delta, the Company, and its
wholly-owned subsidiary, Freedom Airlines, Inc.  In fiscal 2007,
the Connection Agreement accounted for approximately 20% of the
Company's 2007 total revenues. Delta seeks to terminate the
Connection Agreement as a result of Freedom's alleged failure to
maintain a specified completion rate with respect to its ERJ-145
Delta Connection flights during three months of the six-month
period ended February 2008.

On April 7, 2008, the Company filed a lawsuit against Delta
alleging breach of the Connection Agreement and seeking specific
performance by Delta of its obligations thereunder. On May 9,
2008, the Company filed a motion for a preliminary injunction in
the U.S. District Court for the Northern District of Georgia
against Delta to prevent its termination of the Delta Connection
Agreement. The hearing started on May 27 and is set to end today
May 29, 2008. The Company said in a regulatory filing it
anticipates a ruling to be issued by the Court upon completion of
such proceedings.

Mesa Air Group warned in the filing it may have to seek protection
if Delta Air successfully terminated their Connection Agreement.

According to Associated Press, on Tuesday, Mr. Lotz told Judge
Clarence Cooper of the U.S. District Judge for the Northern
District of Georgia "that Mesa won't be able to make mandatory
payments to bondholders and would run the risk of defaulting on
aircraft leases without the contract in place."

"We are prepared to file bankruptcy," Mr. Lotz said, according to
the report.  It could also cut about 700 jobs, he said.

Mr. Lotz said Mesa has hired bankruptcy counsel and readied
paperwork for filing under Chapter 11 of the bankruptcy laws in
New York.

According to the report, Delta Air Lines Inc. lawyer Dwight J.
Davis told Judge Cooper that Delta has the right to terminate the
contract because Freedom did not maintain at least a 95 percent
completion rate for three months within a six-month period.

Mesa lawyer G. Lee Garrett Jr. countered that the failure to
maintain the minimum completion rate in October and December 2007
and February of this year was due to Delta's suggestion to Freedom
to cancel numerous flights, the report said.  

                          About Mesa Air

Mesa currently operates 182 aircraft with over 1,000 daily system
departures to 157 cities, 42 states, the District of Columbia,
Canada, the Bahamas and Mexico. Mesa operates as Delta Connection,
US Airways Express and United Express under contractual agreements
with Delta Air Lines, US Airways and United Airlines, and
independently as Mesa Airlines and go!.  In June 2006 Mesa
launched inter-island Hawaiian service as go!  This operation
links Honolulu to the neighbor island airports of Hilo, Kahului,
Kona and Lihue.  The Company, founded by Larry and Janie Risley in
New Mexico in 1982, has approximately 5,000 employees and was
awarded Regional Airline of the Year by Air Transport World
magazine in 1992 and 2005. Mesa is a member of the Regional
Airline Association and Regional Aviation Partners.  Mesa has
5,000 employees overall.

On May 14, 2008, Air Midwest, Inc., a wholly owned subsidiary of
Mesa Air, unveiled plans to discontinue all operations by June 30
including its current scheduled services, citing record-high fuel
prices, insufficient demand and a difficult operating environment
as the main factors in its decision.


MOBILE TOWER: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mobile Tower Limited Partnership
        c/o George Comfort & Sons, Inc.
        200 Madison Avenue
        New York, NY 10016

Bankruptcy Case No.: 08-11839

Chapter 11 Petition Date: May 27, 2008

Court: Southern District of Alabama (Mobile)

Judge: William S. Shulman

Debtor's Counsel: Lawrence B. Voit, Esq.
                  Silver, Voit & Thompson
                  4317-A Midmost Drive
                  Mobile, AL 36609-5507
                  Tel: (251) 343-0800
                  Fax: (251) 343-0862

Estimated Assets: $10 million to $50 million

Estimated Debts: $1 million to $10 million

Debtor's 17 Largest Unsecured Creditors:

        Entity                                        Claim Amount
        ------                                        ------------

Lanier Construction, Inc.                               $52,272
P.O. Box 66264
Mobile, AL 36660

Bagby Elevator                                          $50,000
P.O. Box 7098
Mobile, AL 36670

Alabama Power Company                                   $31,695
P.O. Box 242
Birmingham, AL 35292

Davis & Sons Professional Service, Inc.                  $8,877

Gulf Protective Service, Inc.                            $4,606

Mobile Water Service                                     $2,965

Waste Management of Alabama                                $756

Hand Arendall, LLC                                         $741

Eagle Electric Service                                     $443

Ridgeways Mobile                                           $351

GE Capital                                                 $343

Bell & Company, Inc.                                       $333

Security Equipment, Inc.                                  $262

CPU 2                                                      $72

Bienville Club                                             $66

Kalifeh, Bedsole & Co.                                     $60

Mader Bearing Supply, Inc.                                 $42


MOMENTUM BIOFUELS: Posts $1,112,735 Net Loss in 2008 First Quarter
------------------------------------------------------------------
Momentum Biofuels Inc. reported a net loss of $1,112,735, on
revenue of $348,930, for the first quarter ended March 31, 2008,
compared with a net loss of $423,347, on zero revenue, in the same
period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$3,316,175 in total assets, $564,472 in total liabilities, and
$2,751,703 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $167,331 in total current assets
available to pay $564,472 in tota 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?2cc5

                     Going Concern Disclaimer

Malone & Bailey, PC, in Houston, expressed substantial doubt about
Momentum Biofuels 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.

                     About Momentum Biofuels

Headquartered in League City, Tex., Momentum Biofuels Inc. (OTC
BB: MMBF) produces and markets biodiesel fuel for local  
distributors, jobbers, and state and local government fleets in
the United States.  Biodiesel is a renewable fuel for use in
diesel engines that is derived from vegetable oils, such as
soybean and mustard seed oil and can be mixed with petroleum based
diesel fuel for use in existing diesel engines.


MOOG INC: Prices $200 Million Offering of 7-1/4% Senior Sub. Notes
------------------------------------------------------------------
Moog Inc. priced its offering of $200 million 7-1/4% senior
subordinated notes due 2018.  The final terms of the notes
reflect an increase of $50 million over the amount disclosed in
Moog's initial statement dated May 27, 2008.  

The notes will be issued at par and will mature on June 15, 2018.
Interest on the notes will be payable semi-annually on June 15 and
December 15 of each year, with interest to be paid beginning
Dec. 15, 2008.

The notes are unsecured senior subordinated obligations of Moog.
The net proceeds to Moog from the offering are expected to be
$196.3 million and will be used to repay indebtedness under its
bank credit facility.  Moog expects that the notes will be issued
on June 2, 2008, subject to customary closing conditions.

                          About Moog Inc.
  
Headquartered in East Aurora, New York, Moog Inc. (NYSE:MOG.A) --
http://www.moog.com/-- is a designer, manufacturer and integrator  
of precision control components and systems.  The company's
products and systems include military and commercial aircraft
flight controls, satellite positioning controls, controls for
positioning gun barrels and automatic ammunition loading for
military combat vehicles, controls for steering tactical and
strategic missiles, and thrust vector controls for space launch
vehicles.  The company operates in five segments, including
Aircraft Controls, Space and Defense Controls, Industrial Systems,
Components and Medical Devices.  The company's manufacturing
facilities are located in the United States, including facilities
in New York, California, Utah, Virginia, North Carolina,
Pennsylvania, Ohio and Illinois, and in Germany, England, Italy,
Japan, the Philippines, Ireland and India.


MOOG INC: Moody's Rates Proposed $150 Million Sr. Sub. Notes Ba3
----------------------------------------------------------------
Moody's Investors Service has assigned a Ba3 LGD 5 rating to Moog
Inc.'s recently announced $150 million senior subordinated notes
due 2018. All existing ratings of Moog, including the Ba2
corporate family and probability of default ratings, have been
affirmed and the outlook is stable. The proposed notes will rank
pari-passu with Moog's existing $200 million senior subordinated
notes due 2015 and issuance proceeds will be used to reduce
borrowings under Moog's revolving credit facility.

The affirmation of Moog's Ba2 corporate family rating reflects the
company's moderate leverage, strong revenue growth across a number
of military and commercial aircraft platforms and the expectation
that the historic, positive cash flow generation trend will resume
in coming periods. Moog possesses good return measures and a good
liquidity profile which add support to the Ba2 rating. The
company's credit strengths are balanced against concentration of
the revenue base among large aerospace OEM's and the U.S.
Department of Defense, and the recent negative cash flow
generation trend that has followed greater inventory days on hand
and higher capital spending, both due in large part to work on the
Boeing 787 platform.

The stable outlook anticipates that while demand growth for
commercial aircraft should continue over the intermediate term and
free cash flow should become available for debt reduction, defense
related demand growth has likely peaked and will increase at a
much slower rate over the next 12 to 24 months. Additionally,
Moog's strategy of making small to medium sized acquisitions
should continue, causing leverage metrics to remain around current
levels.

Ratings assigned:

   * $150 million senior subordinated notes due 2018 -- Ba3 LGD 5

Ratings affirmed:

   * Corporate family -- Ba2
   * Probability of default -- Ba2
   * $200 million senior subordinated notes due 2015 -- Ba3 LGD 5

Ratings are subject to review of final documentation. The ratings
assigned the proposed $150 million senior subordinated notes due
2018 acknowledge the company's March 14, 2008 revolving credit
facility amendment which permits issuance of up to $200 million of
senior subordinated notes.

For further information please refer to the credit opinion on
http://moodys.com/

Moog, Inc., headquartered in East Aurora, NY, is a leading
designer and manufacturer of high performance precision motion
control products and systems for aerospace and industrial markets.
The company operates within five segments: Aircraft Controls
(35.1% of six months ending March 2008 revenues), Space and
Defense Controls (13.9%), Industrial Systems (27.6%), Components
(17.9%), and Medical Devices (5.5%). Moog had last twelve months
ended March 2008 revenues of about $1.7 billion.


MOUNTAINVIEW PARTNERS: Case Summary & 20 Largest Unsec. Creditors
-----------------------------------------------------------------
Debtor: Mountainview Partners, LLC
        P.O. Box 319
        Oakwood, GA 30566

Bankruptcy Case No.: 08-21388

Chapter 11 Petition Date: May 27, 2008

Court: Northern District of Georgia (Gainesville)

Judge: Robert Brizendine

Debtor's Counsel: Paul Reece Marr, Esq.
                  Paul Reece Marr, P.C.
                  300 Galleria Parkway, N.W., Suite 960
                  Atlanta, GA 30339
                  Tel: (770) 984-2255

Estimated Assets: Less than $50,000

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's petition is available for free at
http://bankrupt.com/misc/gab08-21388.pdf


MTS PRODUCTS : Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: MTS Products
        9925 Canoga Avenue
        Chatsworth, CA 91311

Bankruptcy Case No.: 08-13463

Type of Business:

Chapter 11 Petition Date: May 27, 2008

Court: Central District Of California (San Fernando Valley)

Judge: Maureen Tighe

Debtor's Counsel: Martin J. Brill, Esq.
                  10250 Constellation Boulevard Suite 1700
                  Los Angeles, CA 90067
                  Tel: (310) 229-1234
                  Fax: (310) 229-1244
                  E-mail: mjb@lnbrb.com

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Debtor's list of its 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
BHE Group, Inc.                  Judgement -        $46,485,578
c/o Louis Miller, Esq.           secured by CD's
1999 Avenue of the Stars,        totaling
Suite 1000                       approximately
Los Angeles, CA 90067            $24,750,000

Chinatrust Bank USA              Bank Loan           $2,807,587
22939 Hawthorne Boulevard
Torrance, CA 90505

Fisher Price                     Settlement            $204,000
636 Girard Avenue                agreement
East Aurora, NY 14052

Wal-Mart Stores, Inc.            Charge backs          $136,451

Visa, A/# 4121671680003229       Credit Card            $13,117

MPower                           Temporary help          $5,372
                                 services

Premium Assignment Corporation   Insurance premium       $2,221

East West Staffing               Temporary woker bill    $2,181

Visa, A/# 4121671680003211       Credit card               $986

Pitney Bowes                     Equipment rental          $428

Crown Disposal                   Trade debt                $347

GXS                              Trade debt                $347

Marfred Industries               Warehouse supply          $183


NEONODE INC: March 31 Balance Sheet Upside-Down by $9,441,000
-------------------------------------------------------------
Neonode Inc.'s consolidated balance sheet at March 31, 2008,
showed $13,960,000 in total assets and $23,401,000 in total
liabilities, resulting in a $9,441,000 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $13,324,000 in total current assets
available to pay $23,301,000 in total current liabilities.

The company reported a net loss of $11,439,000, on total net sales
of $391,000, for the first quarter ended March 31, 2008, compared
with a net loss of $2,541,000, on total net sales of $249,000, in
the same period last year.

The net loss for the quarter just ended includes $5,510,000 of
non-cash expense adjustments related to the fair value
calculations for the beneficial conversion features of prior
financings.

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?2ccb

                     Going Concern Disclaimer

BDO Feinstein International AB, in Stockholm, Sweden, expressed
substantial doubt about Neonode Inc.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Dec. 31, 2007.  the auditing firm
pointed to the company's recurring losses, negative cash flows
from operations, and working capital deficiency.

                        About Neonode Inc.

Neonode Inc. (Nasdaq: NEON) -- http://www.neonode.com/-- is a  
Swedish mobile communication company that specializes in optical
finger based touch screen technology.  The company designs and
develops mobile phones under its own brand and licenses its
patented touch screen technologies, zForce(TM) and neno(TM) to
third parties.  Neonode USA's main office is located in New York
City.


NEW CENTURY COS: March 31 Balance Sheet Upside-Down by $1,908,610
-----------------------------------------------------------------
New Century Companies Inc.'s consolidated balance sheet at
March 31, 2008, showed $2,621,511 in total assets and $4,530,121
in total liabilities, resulting in a $1,908,610 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $2,373,176 in total current assets
available to pay $4,499,187 in total current liabilities.

The company reported a net loss of $974,927, on contract revenues
of $1,526,602, for the first quarter ended March 31, 2008,  
compared with a net loss of $10,963, on contract revenues of
$3,185,469, 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?2cbd

                     Going Concern Disclaimer

Squar, Milner, Peterson, Miranda & Williamson, LLP, in Newport
Beach, Calif., expressed substantial doubt about New Century
Companies 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 an accumulated deficit of approximately $11,233,000, a working
capital deficit of approximately $1,425,000 and was in default on
its convertible debt.

                   About New Century Companies

Headquartered in Santa Fe Springs, Calif., New Century Companies
Inc. -- http://www.newcenturyinc.com/-- is engaged in   
acquiring, re-manufacturing and selling pre-owned computer
numerically controlled machine tools to manufacturing customers.


NEW CENTURY COS: Squar Milner Expresses Going Concern Doubt
-----------------------------------------------------------
Squar, Milner, Peterson, Miranda & Williamson, LLP, raised
substantial doubt on the ability of New Century Companies, Inc.,
to continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.

The auditor reported that the company has an accumulated deficit
of around $11,233,000, a working capital deficit of around
$1,425,000 and was in default on its convertible debt.

The company related that on June 29, 2007, the company issued
675,000 shares of common stock to CAMOFI Master LDC as a
conversion of approximately $350,000 of principal and about
$74,317 of interest due on CAMOFI's secured convertible note.  The
conversion price was $0.63 per share.

In connection with the initial issuance of the CAMOFI secured
convertible note on Feb. 28, 2006, the company issued 250,000
shares of common stock to the placement agent.  The common stock
was recorded at the estimated fair value of the common stock on
the date of the transaction totaling approximately $157,500, which
was recorded as deferred financing cost and is amortized over 3
years, the life of the note.  During 2006 and 2007, the company
amortized to interest expense an amount of $43,750 and $52,500,
respectively.  As of Dec. 31, 2007, a balance of $61,250 remained
to be amortized.

The company posted a net loss of $3,410,526 on total contract
revenues of $10,048,309 for the year ended Dec. 31, 2007, as
compared with a net loss of $1,051,744 on total contract revenues
of $8,318,957 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $2,878,791 in
total assets and $4,012,817 in total liabilities, resulting in
$1,134,026 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,549,984 in total current assets
available to pay $3,975,138 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2c66

                      About New Century Cos.

Headquartered in Santa Fe Springs, California, New Century
Companies Inc. -- http://www.newcenturyinc.com/-- acquires, re-
manufactures and sells pre-owned computer numerically controlled
machine tools to manufacturing customers.  The company provides
rebuilt, retrofit and remanufacturing services for numerous brands
of machine tools.  It also manufactures original equipment CNC
large turning lathes and attachments under the trade name Century
Turn.  CNC machines use commands from on-board computers to
control the movements of cutting tools and rotation speeds of the
parts being produced.  New Century sells its services by direct
sales and through a network of machinery dealers across the United
States.  Its customers are generally medium to large-sized
manufacturing companies in various industries, where metal cutting
is an integral part of their businesses.


NEXIA HOLDINGS: March 31 Balance Sheet Upside-Down by $7,403,360
----------------------------------------------------------------
Nexia Holdings Inc.'s consolidated balance sheet at March 31,
2008, showed $4,592,770 in total assets, $11,828,757 in total
liabilities, and $167,373 in minority interest, resulting in a
$7,403,360 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,040,881 in total current assets
available to pay $2,917,412 in total current liabilities.

The company reported a net loss of $1,120,780, on total revenue of
$815,348, for the first quarter ended March 31, 2008, compared
with a net loss of $1,201,625, on total revenue of $738,774, 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?2cc6

                     Going Concern Disclaimer

Hansen Barnett & Maxwell, P.C., in Salt Lake City, expressed
substantial doubt Nexia 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 reported that during the year ended Dec. 31,
2007, the company suffered a loss from operations of $8,498,219
and used $855,448 of cash in operating activities.  As of Dec. 31,
2007, the company has accumulated a deficit of $24,181,911, had a
working capital deficit of $1,694,448 and a stockholders' deficit
of $6,870,114.  The company has also defaulted on several of its
liabilities.  Subsequent to Dec. 31, 2007, the company has closed
two clothing retail stores, and has entered into agreements to
sell two of its commercial real estate properties.

                       About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTC
BB: NEXA) -- http://www.nexiaholdings.com/ -- is a diversified
holdings company with operations in real estate, health & beauty,
and fashion retail.  Nexia owns a majority interest in Landis
Lifestyle Salon, a hair salon built around the AVEDA(TM) product
lines.  Through its Style Perfect Inc. subsidiary, Nexia owns the
retail and design firm Black Chandelier and its related brands.


NEXTERA ENTERPRISES: Ernst & Young Expresses Going Concern Doubt
----------------------------------------------------------------
Ernst & Young LLP raised substantial doubt on the ability of
Nextera Enterprises Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
recurring operating losses, accumulated and total stockholders'
deficits, and working capital deficit.

The management of Nextera related that the company has incurred
recurring net losses and has an accumulated deficit of
$175,500,000 and a working capital deficiency of $12,800,000 as of
Dec. 31, 2007.  Additionally, the company is in default of its
credit agreement and on Apr. 16, 2008, the company executed a non-
binding Letter of Intent to sell substantially all of the assets
of its sole operating subsidiary, Woodridge Labs, Inc., to a
company owned by the secured lenders in satisfaction of the
obligations of Woodridge and the company under the Credit
Agreement.  "Should the proposed sale be consummated, the company
would be left with no operating assets to generate cash flows.   
Should the proposed sale not be consummated, the company would
seek alternative debt or equity financing.  To the extent
alternative financing was not available, the company would likely
need to cease operations," the management stated.

In connection with the acquisition of the Woodridge Labs business
on Mar. 9, 2006, the company entered into a senior secured credit
facility, which was subsequently amended in March 2007, April 2007
and November 2007.  The credit agreement originally consisted of a
$10,000,000 fully drawn term loan, of which about $9.5 million was
outstanding at Dec. 31, 2007, and a four-year $5,000,000 revolving
credit facility.  Under the terms of the April 2007 amendment, the
revolving credit facility was reduced to $2,750,000, which was
fully drawn at Dec. 31, 2007.

Under the terms of the November 2007 amendment, the company
obtained a bridge loan credit facility aggregating $2,500,000.  
The bridge loan facility must be repaid with cash balances in
excess of $500,000 through the final maturity of May 31, 2008.  
Outstanding borrowings under the term loan must be repaid in four
quarterly payments, commencing Mar. 31, 2008, with a final payment
due on Mar. 31, 2009, the maturity date of the term loan.  The
maturity date for the revolving credit facility is also Mar. 31,
2009.  

On Mar. 31, 2008, an installment of principal of the term loans in
an aggregate amount equal to $250,000 became due and payable under
the Credit Agreement.  The March 31 Installment remains unpaid.  
Additionally, the company had furnished the lenders of the Credit
Agreement with financial information showing that it failed to
comply with the minimum consolidated EBITDA financial covenant
that applied to the measurement period ending Jan. 31, 2008.   As
a consequence of the failure to pay the March 31 Installment, and
the failure to comply with this financial covenant, events of
default have occurred under the Credit Agreement.  No cure periods
or grace periods are applicable to these events of default.  The
events of default have not been waived and are continuing under
the Credit Agreement.

The company posted a net loss of $15,441,000 on total revenues of
$7,939,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $7,317,000 on total revenues of $7,481,000 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $13,428,000
in total assets and $17,612,000 in total liabilities, resulting in
$4,184,000 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,930,000 in total current assets
available to pay $15,698,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2c67

                    About Nextera Enterprises

Nextera Enterprises Inc., (NXRA.PK) -- http://www.nextera.com--  
through its subsidiary, Woodridge Labs, Inc., develops and markets
consumer products for personal care needs in the United States and
Canada.  It provides symptom-specific products that utilize
vitamin K to provide cosmetic remedies; anti-line and wrinkle
cream products; hair and scalp products; wrinkle reducers, age
spot fade, collagen boost, and redness rescue products; dry
shampoo; oral moisturizer; bath cocktails; and acne treatment kit
and skin products.  The company was founded in 1997 and is
headquartered in Panorama City, Calif.


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.


OVALE GROUP: Tabriztchi & Co Expresses Going Concern Doubt
----------------------------------------------------------
Tabriztchi & Co., CPA, P.C., raised substantial doubt on the
ability of Ovale Group, Inc., formerly known as Orion Diversified
Technologies, Inc., to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's net losses,
negative cash flows from operations, and its need to raise
additional capital.

The company has limited operations, no substantial continuing
source of revenues, and working capital and stockholders'
deficits.  Present operations require substantial capital and
until revenues are sufficient to fund ongoing operations, the
company is highly dependent on owner financing.  The company has
merged with a public company and avails itself the opportunity to
find suitable investors to implement and expand its plans
internationally.  Its primary sources of liquidity have been loans
from the owner and related parties.

The company posted a net loss of $1,265,275 on total revenues of
$1,566,191 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,200,660 on total revenues of $967,306 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3,717,000 in total assets and $7,981,190 in total liabilities,
resulting in $4,264,190 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,395,542 in total current assets
available to pay $7,981,190 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2c8a

                        About Ovale Group

Ovale Group Inc., (OTC BB: OVLGE.OB) designs, manufactures, and
markets infant clothing, gifts, and accessories.  The company is
based in Hempstead, New York.


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.


PATIENT SAFETY: Posts $1,568,471 Net Loss in 2008 First Quarter
---------------------------------------------------------------
Patient Safety Technologies Inc. reported a net loss of
$1,568,471, on revenues of $500,159, for the first quarter ended
March 31, 2008, compared with a net loss of $1,425,053, on
revenues of $307,158, in the same period last year.

At March 31, 2008, the company's consolidated balance sheet showed
$7,604,027 in total assets, $7,213,841 in total liabilities, and
$390,186 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $376,901 in total current assets
available to pay $3,216,314 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?2cc4

                     Going Concern Disclaimer

Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego,
expressed substantial doubt about Patient Safety 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
reported recurring losses from operations through Dec. 31, 2007,
and has a significant accumulated deficit and a significant
working capital deficit at Dec. 31, 2007.

                       About Patient Safety

Headquartered in Los Angeles, Patient Safety Technologies Inc.
(OTC BB: PSTX.OB) -- http://www.patientsafetytechnologies.com/--   
through its wholly owned subsidiary, SurgiCount Medical Inc., is a
developer and manufacturer of patient safety products including
the Safety-Sponge(TM) System.  The system helps in reducing the
number of retained sponges and towels in patients during surgical
procedures ans allows for faster and more accurate counting of
surgical sponges.f


POSITRON CORP: March 31 Balance Sheet Upside-Down by $4,827,000
---------------------------------------------------------------
Positron Corp.'s consolidated balance sheet at March 31, 2008,
showed $2,115,000 in total assets and $6,942,000 in total
liabilities, resulting in a $4,827,000 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,933,000 in total current assets
available to pay $4,496,000 in total current liabilities.

The company reported a net loss of $1,099,000, on sales of
$426,000, for the first quarter ended March 31, 2008, compared
with a net loss of $1,119,000, on sales of $1,201,000, 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?2cc8

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on April 29, 2008,
Frank L. Sassetti & Co., in Oak Park, Ill., expressed substantial
doubt about Positron 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 significant accumulated deficit.

                       About Positron Corp.

Headquartered in Houston, Positron Corporation (OTC BB: POSC) --
http://www.positron.com/-- designs, manufactures, markets and  
supports advanced cardiac molecular imaging devices utilizing
single photon emission computed tomography (SPECT) and positron
emission tomography (PET).  The company's molecular imaging
systems incorporate patented and proprietary software and hardware
technology for the diagnosis and treatment of patients with heart
disease.


PRB ENERGY: Amends DIP Pact; Can Borrow Up to $1.4 Million
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado approved
the amended debtor-in-possession agreement among PRB Energy Inc.
and its debtor-affiliates, and PRB Acquisition LLC, as lender,
according to the Debtors' regulatory filing with the Securities
and Exchange Commission.

Under the amended DIP agreement, the Debtors can borrow up to
$1.4 million, of which $1 million may be advanced only at the sole
discretion of the lender.  Loans will bear an interest rate of 18%
per annum.  The DIP agreement will expire on June 30, 2008.

The DIP agreement, however, does not allow PRB Acquisition the
exclusive right to negotiate a Chapter 11 plan of reorganization
or exit financing, according to William F. Hayworth, president and
chief executive officer of the Debtors.

The Debtors intend to use the $400,000 cash advance from the DIP
facility to continue daily operations, preserve and maintain
assets, fund general overhead and administrative expenses, and
cover certain shortfalls between revenue and expenses.

The $1 million loan, which may only be made in the sole discretion
of the lender, is expected to be used for the development of the
Debtors' properties.

The DIP loans are secured by substantially all of the Debtors'
assets.  The Lender will receive reimbursement of its reasonable
out-of-pocket fees, a 3% commitment fee and a $100,000 due
diligence fee as part of the DIP agreement.

A full-text copy of the Amended DIP Loan and Security Agreement
dated May 19, 2008, is available for free at

              http://ResearchArchives.com/t/s?2cb5

                        About PRB Energy

Headquartered in Denver, PRB Energy Inc. fka PRB Gas
Transportation Inc. -- http://www.prbenergy.com/-- operates as         
independent energy companies engaged in the acquisition,
exploitation, development and production of natural gas and
oil.  In addition, the company and its affiliates provide gas
gathering, processing and compression services for properties it
operates and for third-party producers.  They conduct business
activities in Wyoming, Colorado and Nebraska.

The Debtor filed for chapter 11 protection on March 5, 2008
(Bankr. D. Co. Case No. 08-12658) together with two affiliates,
PRB Oil & Gas Inc. (Case No. 08-12661) and PRB Gathering Inc. (08-
12663).  James T. Markus, Esq., at Block, Markus & Williams LLC
represents the Debtors in their restructuring efforts.  The
Debtors listed assets between $50 million and $100 million and
liabilities between $10 million and $50 million.

                   Monthly Operating Reports

PRB Energy reported an opening cash balance of $1,228,103 and a
closing cash balance of $1,112,826 under its monthly operating
report for the period from March 6, 2008, to March 31, 2008.

PRB Oil & Gass Inc. reported an opening cash balance of $248,867
and a closing cash balance of $4,352 under its monthly operating
report for the period from March 6, 2008, to March 31, 2008.

The Debtors is unable to file its Form 10-K with the SEC because
they have not completed their audited financial statements without
unreasonable effort due to their bankruptcy proceedings.


PREDATOR RIDGE: Files Chapter 11 Voluntary Case Summary
-------------------------------------------------------
Debtor: Predator Ridge at Prescott Lakes LLLP
        6617 N. Scottsdale Road, Suite 202
        Scottsdale, Arizona 85250  

Bankruptcy Case No.: 08-06091

Chapter 11 Petition Date: May 27, 2008

Court: District of Arizona (Phoenix)

Judge: George B. Nielsen Jr.

Debtors' Counsel: D. Lamar Hawkins, Esq.
                   (dlh@hs-law.com)
                  Hebert Schenk P.C.
                  4742 North 24th Street, Suite 100
                  Phoenix, Arizona 85016
                  Tel: (602) 248-8203
                  Fax: (602) 248-8840

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

The Debtor did not file a list of 20 Largest Unsecured Creditors.


PRIMUS TELECOM: Distressed Debt Exchange Cues Moody's Ratings Cut
-----------------------------------------------------------------
Moody's Investors Service revised Primus Telecommunications Group,
Incorporated's probability of default rating (PDR) to Caa3/LD from
Caa3 in response to the company's May 22, 2008 announcement of a
distressed debt exchange in which Primus issued $67.1 million of
new debt instruments and paid $4.7 million in cash to retire
$130.3 million of existing outstanding debt. The PDR will be
revised back to Caa3 after three business days.

The rating action results from Moody's practice of interpreting
circumstances in which a debt holder accepts a compromise offering
of less than 100% of face value as constituting a default; hence
the "/LD" component of the PDR to signal the "limited default"
that has been deemed to have occurred on the exchanged securities.
The transaction does not materially change the company's cash
position, its future prospects, or any of the parameters with
which Moody's assesses Primus' ratings. Accordingly, Primus'
corporate family rating (CFR) remains unchanged at Ca, its
speculative grade liquidity rating remains unchanged at SGL-3, and
the rating outlook remains negative. As noted below, the revisions
to the company's debt structure alter relative proportions of
structural/contractural subordination that, in turn, with the
application of Moody's LGD methodology, result in changes to
applicable instrument ratings and loss given default assessments
for individual instruments at Primus' subsidiary, Primus
Telecommunications Holdings, Inc.

Downgrades:

  Issuer: Primus Telecommunications Holding, Inc.

   * Senior Secured Bank Credit Facility, Downgraded to Ca
     (LGD4, 61) from Caa3 (LGD4, 57)

   * Senior Unsecured Regular Bond/Debenture, Downgraded to C
     (LGD6, 99) from Ca (LGD6, 97)

Primus is a competitive telecom provider headquartered in McLean,
VA. The company offers telecommunications services to small and
medium-sized enterprises, residential customers and other
telecommunications carriers and resellers located in the United
States, Australia, Canada, the United Kingdom and Western Europe.


QUEBECOR WORLD: Seeks Approval on Lease Agreement with Headlands
----------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates, through the
operations of Debtor Quebecor World Logistics Inc., provide
freight and logistics services to their customers.  QW Logistics
is currently in the process of relocating a consolidation facility
in New Jersey.

Michael J. Canning., Esq., at Arnold & Porter LLP, in New York,
told the U.S. Bankruptcy Court for the Southern District of New
York that as response to the increased demand for co-mailing
services, the Debtors must be able to provide state-of-the-art
co-mailing services to their customers.  The Debtors are presently
in the process of acquiring six state-of-the-art 30-Pocket SF505
Co-Mailer Systems.

The Debtors intend to locate certain of the Co-Mailers to the
Northeast United States.  The Debtors currently do not own or
lease any facilities in that area to support the installation of
multiple Co-Mailers.  Moreover, the Debtors have determined that
they can realize certain efficiencies and cost savings, and
consolidate and streamline their operations by locating certain
of the Co-Mailers at the same facility as QW Logistics'
Northeastern United States consolidation facility, Mr. Canning
related.  Accordingly, the Debtors are in need of additional real
property that can serve as both a consolidation facility for
QW Logistics and for the Co-Mailers.

Mr. Canning related that the Debtors have determined that the
facility best suited for the needs of both QW Logistics and the
Debtors' co-mailing business is the site owned by Headlands
Realty Corp., located at 13 Jensen Drive, in Franklin Township,
Somerset County, New Jersey.

The Debtors asked permission from the U.S. Bankruptcy Court for
the Southern District of New York to enter into a lease agreement
with Headlands.

Mr. Canning said that Quebecor World (USA) Inc. agreed to execute
to Headlands a guaranty of lease dated April 8, 2008, pursuant to
which QW USA agreed to unconditionally and guarantee the prompt
payment of all rents and sums payable by QW Logistics and the
performance by QW Logistics of each of the terms of the Lease.

The initial term of the Lease commences on April 8, 2008, and
ends on Oct. 31, 2020.  QW Logistics will have the right to
renew the Lease for four additional five-year terms at rates yet
to be determined.  The pre-based rent commencement date period is
from April 8, 2008 to Sept. 30, 2008.  QW Logistics'
estimated monthly rental payment under the Lease during the
initial rental period from May 1, 2009, to Sept. 30, 2013,
will be $138,354.  In addition, QW Logistics is required to make
an advance payment of rent of $138,354 in connection with QW
Logistics' entry into the Lease.

QW Logistics is required to provide Headlands with a security
deposit of $1,700,000 through a letter of credit, which will be
reduced to $141,666 on each anniversary of the base rent
commencement date for each year of the Lease's term.  QW
Logistics will have the right to construct or install certain
tenant improvements.  Headland will pay QW Logistics a tenant
improvement allowance of $1,143,249.

Mr. Canning said that the operational capacity that the Debtors
will have based at the new facility will provide it with a
competitive edge in the Northeast United States and with leverage
in obtaining new customers.  Mr. Canning added that the absence of
a co-mailing and freight and logistics businesses in the
Northeast United States will jeopardize the Debtors' ability to
meet customer needs and will impair its strategic growth plans in
the co-mailing business.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW) -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of $1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


QUEBECOR WORLD: Blamed for Quebecor Inc.'s Huge Loss
----------------------------------------------------
Quebecor Inc. recognized a consolidated net loss of $969.2 million
in 2007, compared with a net loss of $93.9 million in 2006.  
Quebecor Inc. said the net loss in 2007 was essentially due to
Quebecor's share of the $2.29 billion net loss reported by
Quebecor World -- $1.30 billion after non-controlling interest,
with no impact on Quebecor's liquidity -- which was partially
offset by net income of $327.1 million recorded by Quebecor
Media.

Quebecor Inc. notes that a portion of its share of Quebecor
World Inc.'s net loss was reversed upon deconsolidation on
Jan. 21, 2008, generating a $724.5 million gain (after non-
controlling interest) in the first quarter of 2008.  This amount
represents Quebecor World's net asset deficiency, i.e., the excess
of the liabilities and non-controlling interest related to
Quebecor World over Quebecor World's assets included in Quebecor's
consolidated balance sheet as of Dec. 31, 2007.

Quebecor Inc. said it will delay the release of its consolidated
financial statements for the first quarter ended March 31, 2008.  
The release of Quebecor's consolidated financial results is
dependent on the production by Quebecor World of its own financial
results.  Quebecor Inc. released its annual consolidated financial
statements on May 8, 2008.  It is now planning the production of
its quarterly financial results, which it expects to report in
early June 2008.

             Quebecor Inc. Severing Ties with QWorld

On May 1, 2008, the Troubled Company Reporter said that following
the release of the financial results of Quebecor World for the
2007 financial year, Quebecor Inc. had specified that Quebecor
World is a legal entity distinct from Quebecor and Quebecor
World's announced net losses have no impact on Quebecor's
liquidity.

As reported in the TCR on Jan. 28, 2008, Quebecor Inc., Quebecor
Media Inc. and its subsidiaries are not affected in any way by the
decision of Quebecor World to seek court protection from creditors
under the Companies' Creditors Arrangement Act (CCAA).  Quebecor
Inc. said that Quebecor World is an independent company, distinct
from the two other entities, and its current situation will have
no effect on the normal, continuing operations of Quebecor Inc.
and Quebecor Media Inc.

Quebecor Inc. formally advised Quebecor World a week ago that it
must remove "Quebecor" from its corporate name.  This measure is
intended to eliminate any confusion in the public.

                        About Quebecor Inc.

Quebecor Inc. (TSX: QBR.A, QBR.B) is a communications company with
operations in North America, Europe, Latin America and Asia.  It
has two operating subsidiaries, Quebecor World Inc. and Quebecor
Media Inc.  Quebecor World is one of the largest commercial print
media services companies in the world.

Quebecor Media owns operating companies in numerous media related
businesses: Videotron Ltd., the largest cable operator in Quebec
and a major Internet Service Provider and provider of telephone
and business telecommunications services; Sun Media Corporation,
Canada's largest national chain of tabloids and community
newspapers; TVA Group Inc., operator of the largest French
language over the air television network in Quebec, a number of
specialty channels, and the English language over the air station
Sun TV; Canoe Inc., operator of a network of English and French
language Internet properties in Canada; Nurun Inc., a major
interactive technologies and communications agency with offices in
Canada, the United States, Europe and Asia; companies engaged in
book publishing and magazine publishing; and companies engaged in
the production, distribution and retailing of cultural products,
namely Archambault Group Inc., the largest chain of music stores
in eastern Canada, TVA Films, and Le SuperClub Videotron Ltd., a
chain of video and video game rental and retail stores.  Quebecor
Inc. has operations in 18 countries.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of $3,964,800,000, preferred shares of $175,900,000,
and total shareholders' equity of US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


QUEBECOR WORLD: Wants to Provide Severance Pay to Selected Workers
------------------------------------------------------------------
Quebecor World Inc. and its debtor-affiliates sought the U.S.
Bankruptcy Court for the Southern District of New York's
permission to modify their severance program to:

   (a) a limited number of employees whom the Debtors have
       determined to be critical to an effective shutdown
       of the Northeast Graphics facility;

   (b) make certain critical employees, who are not eligible to
       receive 26 weeks of severance, be eligible for 26 weeks of
       severance; and

   (c) make certain critical employees already entitled to 26
       weeks severance be eligible for an additional severance
       enhancement ranging from $2,000 or $10,000 per employee.

Michael J. Canning, Esq., at Arnold & Porter LLP, in New York,
related that the Debtors' severance program provides severance
payments to certain employees in the event of involuntary
termination under the Debtors' Reduction in Force policy.  The
severance benefits available to employees is dependent on the
length of their tenure with the Company.  Employees are eligible
for a maximum of 26 weeks of severance pay under the Severance
Program.

On May 1, 2008, the Debtors announced their intention to close
their Northeast Graphics printing facility, which employs 330
individuals.  According to Mr. Canning, the Debtors have
determined that it is critical to the ultimate success and the
ongoing operations of the Debtors' business that they retain
certain critical employees at the NEG facility during the
shutdown process.  Mr. Canning told the Court that in order to
give these employees sufficient incentive to remain with the
company, the Debtors propose to modify their severance program.

Mr. Canning said that the Modified Severance Program is being
offered by the Debtors in order to insure that the needs of their
customers continue to be met in an uninterrupted and orderly
manner.  Mr. Canning added that an orderly shutdown will only
be possible by providing the financial security and incentives to
select employees to ensure that they remain with the company
during the shutdown and continue to perform at a high level.

According to Mr. Canning, these employees are technical personnel
and customer service employees.  Mr. Canning noted that the local
market is highly competitive for these types of employees and,
without the ability to provide enhanced severance pay to these
employees, the Debtors are concerned that it will be impossible
to implement a non-disruptive closing of the NEG facility.

The total cost of the proposed enhanced severance for the NEG
facility is $222,000.  If certain of the eligible employees
remain with Quebecor World at other locations after the shutdown
has been completed, the costs involved will be reduced.

In anticipation of other possible plant closures during the
Debtors' Chapter 11 cases, the Debtors also sought the Court's
authority to implement the Modified Severance Program upon their
determination to close other facilities.  The Debtors proposed
that the requested Modified Severance Program be implemented at
other facilities be subject to a cost limitation of $500,000 per
facility, and $1,000,000 in aggregate.

Mr. Canning noted that the severance payment will be made to a
particular employee only if the employee is ultimately not
relocated to another job within Quebecor World after the closure
of the NEG facility.

                      About Quebecor World

Based in Montreal, Quebec, Quebecor World Inc. (TSX: IQW) (NYSE:
IQW), -- http://www.quebecorworldinc.com/-- provides market
solutions, including marketing and advertising activities, well
as print solutions to retailers, branded goods companies,
catalogers and to publishers of magazines, books and other
printed media.  It has 127 printing and related facilities
located in North America, Europe, Latin America and Asia.  In
the United States, it has 82 facilities in 30 states, and is
engaged in the printing of books, magazines, directories, retail
inserts, catalogs and direct mail.

The company has operations in Mexico, Brazil, Colombia, Chile,
Peru, Argentina and the British Virgin Islands.

Quebecor World and 53 of its subsidiaries, including those in
Canada, filed a petition under the Companies' Creditors
Arrangement Act before the Superior Court of Quebec, Commercial
Division, in Montreal, Canada, on Jan. 20, 2008.  The Honorable
Justice Robert Mongeon oversees the CCAA case.  Francois-David
Pare, Esq., at Ogilvy Renault, LLP, represents the Company in
the CCAA case.  Ernst & Young Inc. was appointed as Monitor.

On Jan. 21, 2008, Quebecor World (USA) Inc., its U.S.
subsidiary, along with other U.S. affiliates, filed for chapter
11 bankruptcy on Jan. 21, 2008 (Bankr. S.D.N.Y Lead Case No. 08-
10152).  Anthony D. Boccanfuso, Esq., at Arnold & Porter LLP
represents the Debtors in their restructuring efforts.   The
Official Committee of Unsecured Creditors is represented by Akin
Gump Strauss Hauer & Feld LLP.

Based in Corby, Northamptonshire, Quebecor World PLC --
http://www.quebecorworldplc.com/-- is the U.K. subsidiary of
Quebecor World Inc. that specializes in web offset magazines,
catalogues and specialty print products for marketing and
advertising campaigns.  The company employs around 290 people.
Quebecor PLC was placed into administration with Ian Best and
David Duggins of Ernst & Young LLP appointed as joint
administrators effective Jan. 28, 2008.

As of Sept. 30, 2007, Quebecor World's unaudited consolidated
balance sheet showed total assets of US$5,554,900,000, total
liabilities of US$3,964,800,000, preferred shares of
US$175,900,000, and total shareholders' equity of
US$1,414,200,000.

The company has until May 20, 2008, to file a plan of
reorganization in the Chapter 11 case.  The Debtors' CCAA stay
has been extended to July 25, 2008.  (Quebecor World Bankruptcy
News, Issue No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter-Europe on Feb. 13,
2008 Moody's Investors Service assigned a Ba2 rating to the
$400 million super priority senior secured revolving term loan
facility of Quebecor World Inc. as a Debtor-in-Possession.  The
related $600 million super priority senior secured term loan
was rated Ba3 (together, the DIP facilities).  The RTL's better
asset value coverage relative to the TL accounts for the
ratings' differential.


RECAREDO GUTIERREZ: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Recaredo Gutierrez
             1840 S.W. 129th Avenue
             Miami, Florida 33175

Bankruptcy Case No.: 08-16842

Chapter 11 Petition Date: May 23, 2008

Court: Southern District of Florida (Miami)

Judge: Laurel M. Isicoff

Debtors' Counsel: Gary M. Murphree, Esq.
                   (jlh@murphree-law.com)
                  142A Beacom Boulevard
                  Miami, Florida 33135
                  Tel: (305) 631-4488

Estimated Assets: $1 million to $10 million

Estimated Debts:  $50 million to $100 million

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

           http://bankrupt.com/misc/flasb08-16842.pdf


ROBIN ROACH: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtors: Robin Roach
         Melinda M. Roach
         P.O. BOX 12306
         Scottsdale, AZ 85260
         Tel: 480-228-6415

Bankruptcy Case No.: 08-05032

Chapter 11 Petition Date: May 1, 2008

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: D. LAMAR HAWKINS
                  HEBERT SCHENK P.C.
                  4742 NORTH 24TH STREET, SUITE 100
                  PHOENIX, AZ 85016
                  Tel: 602-248-8203
                  Fax: 602-248-8840
                  e-mail: dlh@hs-law.com

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

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

A list of the Debtors' 20 largest unsecured creditors is available
for free at http://bankrupt.com/misc/azb08-05032.pdf

The Debtors' three largest unsecured creditors are:

   Entity                               Claim Amount
   ------                               ------------
TWC Chandler LLC                          $2,000,000 contingent
PO Box 53290                                         unliquidated
Phoenix, AZ 85072

5 & Diner Franchise Corp.                   $916,120 contingent
1140 E. Greenway Ste. One                            unliquidated
Mesa, AZ 85203

Valley First Community Bank                 $850,588 contingent
7001 N. Scottsdale Road, Suite 1000                  unliquidated
Scottsdale, AZ 85253
                                     collateral FMV:
                                            $187,412


ROGER STEIN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Roger Stein
        8905 Tavistock Court
        Las Vegas, NV 89134

Bankruptcy Case No.: 08-15460

Chapter 11 Petition Date: May 27, 2008

Court: District of Nevada (Las Vegas)

Debtor's Counsel: Marjorie A. Guymon
                  (bankruptcy@goldguylaw.com)
                  Goldsmith & Guymon, P.C.
                  2055 North Village Center Circle
                  Las Vegas, NV 89134
                  Telephone (702) 873-9500
                  Fax (702)873-9600

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

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

A copy of the Debtor's petition and list of its 20 largest
unsecured creditor is available for free at:

            http://bankrupt.com/misc/nvb08-15460.pdf


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.


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.


SEA CONTAINERS: Gets Court Nod to Amend Non-Insider Retention Plan
------------------------------------------------------------------
Sea Containers Ltd. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the District of Delaware to
amend their existing non-insider retention plan with respect
to certain employees.

As reported in the Troubled Company Reporter on May 13, 2008, the
Debtors related that they and Towers Perrin -- their compensation
consultants -- structured a retention plan that identified certain
non-insider, critical employees without whom the Debtors believed
they may suffer breakdowns in operating and reporting functions,
which will destroy value for the bankruptcy estates.

The Debtors informed the Court that retention payments were paid
in three separate installments.  The first installment was paid on
Oct. 15, 2007.  An additional one-third installment was paid
on Jan. 15, 2008.  The final one third will be paid at the end
of April 2008.

While the last payment pursuant to the Retention Plan will be
made shortly, due to the unanticipated length of the Debtors'
bankruptcy cases, the Debtors related that they have determined
they still need to employ seven of the eligible employees.

Under the Amended Retention Plan, the Debtors will make two
additional payments, on July 15, 2008, and Oct. 15, 2008, to
the seven eligible employees.  The total cost of the Amended
Retention Plan will not exceed GBP184,000 or $364,320.

The Court ordered the Debtors to place the Amended Retention Plan
under seal, and not be available to anyone other than the Court,
the U.S. Trustee, and the counsel to the Committees.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: SCSL Panel Can Hire Punter as Pension Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Sea Containers
Services Limited obtained authority from the U.S. Bankruptcy Court
for the District of Delaware to retain Punter Southall Limited as
its pension advisory expert, nunc pro tunc to May 9, 2008.

David Stratton, Esq., at Pepper Hamilton LLP, in Wilmington,
Delaware, tells the Court that the SCSL Committee seeks to retain
Punter because of the firm's experience and knowledge in the
fields of pensions consultancy and advisement, especially with
respect to the pension schemes of the United Kingdom.

As the SCSL Committee's pension advisory expert, Punter is
expected to:

   a. provide expert deposition and trial witness testimony with   
      respect to pension advisory matters;

   b. draft an expert report with respect to pension advisory
      matters;

   c. analyze data, reports, and other information, including
      reports submitted by other expert witnesses, with respect
      to pension advisory matters;

   d. attend meetings of the SCSL Committee and their advisors,
      as necessary;

   e. attend meetings with other parties-in-interest in the
      bankruptcy cases, as necessary; and

   f. perform any other services as is usual or customary for an
      expert witness.

Punter will be paid based on its hourly rates:

      Professional              Hourly Rate
      ------------              -----------
      David Cule                   $575
      Chris Parlour                $375

Punter will also be reimbursed for reasonable expenses incurred
in connection with the services provided to the SCSL Committee.  
Punter has not received any compensation or retainer from the
Debtors or the SCSL Committee.

David Cule, principal and director of Punter Southall Limited and
Fellow of the Institute of Actuaries, assured the Court that his
company is a "disinterested person," as that term is defined in
Section 101(14) of the U.S. Bankruptcy Code, as modified by
Section 1107(b) of the Bankruptcy Code.

                       About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974.  On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEA CONTAINERS: Committee Blocks Plan to Depose SCL Panel Advisor
-----------------------------------------------------------------
Pursuant to Rule 7026 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors in Sea
Containers Ltd. and its debtor-affiliates' Chapter 11 cases asks
the Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware to issue a protective order barring the
Debtors, the Official Committee of Creditors of Sea Containers
Services Ltd., and other parties-in-interest from deposing Peter
Marshall.

Mr. Marshall, who lives and works in London, United Kingdom,
heads the team of the SCL Committee's financial advisors,
Houlihan Lokey Howard & Zukin Capital, Inc., which will not be
called as a witness at trial.  The deposition is in connection
with Mr. Marshall's pending request to compromise and allow the
claims of the Trustees of the Sea Containers 1983 Pension Scheme
and the Sea Containers 1990 Pension Scheme.

William H. Sudell, Jr., Esq., at Morris, Nichols, Arsht & Tunnell
LLP, in Wilmington, Delaware, relates that the Court has broad
discretion to limit and fashion discovery to avoid waste and
distraction.  By this motion, he says, the SCL Committee invites
the exercise of that discretion.

Mr. Sudell contends that the witness did not negotiate the
compromise at issue, has not valued the Schemes' claims, and will
not testify at trial.  While theoretically the witness may have
some knowledge that is nonprivileged, that knowledge is remote
from the disputes, and procuring testimony will burden the
parties and bankruptcy estates with considerable waste of time
and money, he continues.

"The obvious purpose of the Debtors' belated effort to depose Mr.
Marshall is to use the discovery process to understand the SCL
Committee's current settlement views, by exploring discussions
between Mr. Marshall . . . and significant constituents of the
committee," Mr. Sudell tells the Court.  He explains that the
SCSL Committee and other parties to the Pension Settlement would,
then, obtain information on how the ongoing settlement process
might best be turned to advantage, which is an inappropriate use
of discovery.

"The request for deposition is so belated, the evident purpose so
inappropriate, and the schedule already so challenging, that a
protective order is an appropriate exercise of the Court's
discretion," Mr. Sudell declares.  He argues that the trial to
consider the Pension Settlement, which commences on May 28, 2008,
should proceed on schedule, and expense should not be unduly
increased.

Granting the request will avoid waste of the estate's resources,
and a futile effort by the Debtors to discover irrelevant,
privileged and inadmissible information, Mr. Sudell says.  Hence,
the SCL Committee says, good cause exists for the issuance of the
proposed protective order.

                        Debtors' Response

The Debtors inform Judge Carey that they have accommodated the
SCL Committee's broad discovery requests, including scheduling
numerous fact depositions in connection with the Pension
Settlement.  However, the SCL Committee has refused the single
fact deposition sought by the Debtors, says Robert S. Brady,
Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington,
Delaware.

The Debtors have consistently suggested that they would be
willing to establish convenient logistics and a limited scope for
the deposition to avoid many of the hardships referenced in the
SCL Committee's request.  Hence, Mr. Brady asserts that the
complete refusal of the SCL Committee to provide Mr. Marshall's
deposition is "somewhat puzzling."

"[I]n light of the SCL Committee's position . . . the Debtors
will agree to dispense with the need for a deposition of Mr.
Marshall at this time.  However, the Debtors strongly disagree
with the statements contained in the Motion regarding the
potential relevance of Mr. Marshall's testimony," Mr. Sudell
informs the Court.  He notes that the decision to conserve estate
resources and forego Mr. Marshall's deposition should not be
deemed in any way as an admission on matters at issue.

                      About Sea Containers

Based in Hamilton, Bermuda, Sea Containers Ltd. --
http://www.seacontainers.com/-- provides passenger and freight
transport and marine container leasing. Registered in Bermuda,
the company has regional operating offices in London, Genoa, New
York, Rio de Janeiro, Sydney, and Singapore. The company is
owned almost entirely by United States shareholders and its
primary listing is on the New York Stock Exchange (SCRA and
SCRB) since 1974. On Oct. 3, the company's common shares and
senior notes were suspended from trading on the NYSE and NYSE
Arca after the company's failure to file its 2005 annual report
on Form 10-K and its quarterly reports on Form 10-Q during 2006
with the U.S. Securities and Exchange Commission.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland. It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.
Sea Containers Ltd. and two subsidiaries filed for chapter 11
protection on Oct. 15, 2006 (Bankr. D. Del. Case No. 06-11156).
Edmon L. Morton, Esq., Edwin J. Harron, Esq., Robert S. Brady,
Esq., Sean Matthew Beach, Esq., and Sean T. Greecher, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in
their restructuring efforts.

The Official Committee of Unsecured Creditors and the Financial
Members Sub-Committee of the Official Committee of Unsecured
Creditors of Sea Containers Ltd. is represented by William H.
Sudell, Jr., Esq., and Thomas F. Driscoll, Esq., at Morris,
Nichols, Arsht & Tunnell LLP. Sea Containers Services, Ltd.'s
Official Committee of Unsecured Creditors is represented by
attorneys at Willkie Farr & Gallagher LLP.

In its schedules filed with the Court, Sea Containers disclosed
total assets of $62,400,718 and total liabilities of
$1,545,384,083. (Sea Containers Bankruptcy News, Issue No. 42;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SEAWAY VALLEY: Posts $2,930,356 Net Loss in 2008 First Quarter
--------------------------------------------------------------
Seaway Valley Capital Corp. reported a net loss of $2,930,356, on
revenue of $3,136,212, for the first quarter ended March 31, 2008,
compared with a net loss of $5,178,614, on revenue of $994,736, in
the same period last year.

The increase in sales was the result of the acquisition of
Hackett's, which took place on Nov. 7, 2007.  These additional
Hackett's sales helped offset lowered first quarter sales at the
former WiseBuys stores.  

The primary drivers for the net loss in 2008 were expenses
relating to the increased overhead associated with Hackett's, the
expenses related to the WiseBuys store conversions, and the
reduced sales revenues suffered during store conversions.

At March 31, 2008, the company's consolidated balance sheet showed
$19,244,353 in total assets, $18,208,195 in total liabilities, and
$1,036,158 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $9,435,078 in total current assets
available to pay $12,936,379 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?2ccf

                     Going Concern Disclaimer

Dannible & McKee, LLP, in Syracuse, N.Y., expressed substantial
doubt about Seaway Valley Capital 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 losses from operations and working
capital deficiency as of Dec. 31, 2007.  

                        About Seaway Valley

Based in Gouverneur, N.Y., Seaway Valley Capital Corp. (OTC: SWVC)
-- http://www.seawaycapital.com/-- makes equity, equity-related,  
and debt investments in companies that require expansion capital.
Seaway also seeks investments in leveraged buyouts and
restructurings.  Its current holdings include Patrick Hackett
Hardware Company and North Country Hospitality Inc.


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.


SENTINEL MANAGEMENT: Disclosure Statement Hearing Set for June 10
-----------------------------------------------------------------
The Hon. John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois will convene a hearing on June 10,
2008, at 10:00 a.m., to consider the adequacy of the Disclosure
Statement dated May 13, 2008, proposed by Sentinel Management
Group Inc. together with the Official Committee of Unsecured
Creditors and the appointed Chapter 11 Trustee Frederick J. Grede,
as co-proponents.

As reported in the Troubled Company Reporter on May 16, 2008,
the proponents delivered to the Court a Disclosure Statement
explaining their Chapter 11 Plan of Liquidation.

                      Overview of the Plan

The Plan contemplates the liquidation of the Debtor's property
and distribution of any recoveries to its creditors.  The Plan
provides for the transfer of all asset of the Debtor's into the
liquidation trust.  A liquidation trustee will be appointed to
implement and administer the Plan.

On the effective date, the liquidation trustee will maintain a
reserve for the payment of Bank of New York's disputed secured
claim.  Money will be set aside from the cash on hand equal to the
full amount stated on the proof of claim filed by BoNY on the
Plan's effective date.

                Treatment of Claims and Interests

Under the Plan, holders of these claims are expected to get 100%
including:

   i) administrative claims, totaling $7,000,000;
  ii) secured claims of BoNY, totaling $312,247,000;
iii) other priority claims; and
  iv) priority tax claims.

In addition, holders of secured claims will either receive cash or
collateral securing their allowed secured claim in an amount equal
to that claim.

Each holder of Customer Claim, totaling roughly $1,220,320,123
of which $427,678,307 is attributable to Citadel-Beneficiary
customers, will receive a pro rata distribution of customer
property.  Holder are expected to recover between 35% to 71%.  On
the contrary, Citadel-Beneficiary will not get any distributions
until all other customers receive the same percentage recovery
distribution as the Citadel-Beneficiary Customers including
interest pursuant to the Plan.

Allowed General Unsecured creditors, totaling $10,000,000, will
also receive a pro rata distribution of cash and cash proceeds of
all property not allocated for payment of allowed claims in other
classes.

These creditors will not get any distribution on account of their
claims including:

   i) subordinated claims, totaling $6,088,895 and
  ii) equity interest.

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?2bf2

A full-text copy of the Chapter 11 Plan of Liquidation is
available for free at http://ResearchArchives.com/t/s?2bf3

                    About Sentinel Management

Based in Northbrook, Illinois, Sentinel Management Group Inc. --
http://www.sentinelmgi.com/-- is a full service firm offering a
variety of security solutions. The company filed a voluntary
chapter 11 petition on Aug. 17, 2007 (Bankr. N.D. Ill. Case No.
07-14987).  Ronald Barliant, Esq., Randall Klein, Esq., and
Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell & Black
Rosenbloom & Moritz, Ltd. represent the Debtor.  Quinn, Emanuel
Urquhart Oliver & Hedges, LLP, represent the Official Committee
of Unsecured Creditors.  DLA Piper US LLP represents as the
Committee's co-counsel.  When the Debtor sought bankruptcy
protection, it listed assets and debts of more than $100 million.

On Aug. 28, 2007, the Court approved Frederick Grede as the
Debtor's Chapter 11 Trustee.  Mr. Grede selected Catherine L.
Steege, Esq., Christine L. Childers, Esq., and Vincent E. Lazar,
Esq., at Jenner & Block LLP as his counsels.

                            *    *    *

As reported in the Troubled Company Reporter on Dec. 19, 2007,
the Court extended, until June 13, 2008, the Debtor's exclusive
periods to file a Chapter 11 plan of reorganization and disclosure
statement.


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.  


SHAPES/ARCH: Committee Can Hire Cole Schotz as Bankr. Co-Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Shapes/Arch
Holdings LLC and its debtor-affiliates' Chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Cole Schotz Meisel Forman & Leonard P.A. as its
co-counsel nunc pro tunc to the bankruptcy filing date.

Cole Schotz is expected to:

   a) serve as local counsel to Halperin Battaglia Raicht LLP;
               
   b) serve as conflicts counsel to the Committee in matters
      involving or related to The CIT Business Group/Business
      Credit Inc., for itself and as agent for certain prior and
      bankruptcy lenders; and
               
   c) perform any other legal services requested by the Committee
      or HBR and necessary, and will coordinate with HBR to avoid
      duplication of services.

Michael D. Sirota, Esq., a member of Cole Schotz Meisel Forman &
Leonard P.A., told the Court that the Debtors will pay according
to the firm's standard rates for professionals.

The rates of Cole Schotz professionals are:

     Designation                   Hourly Rates
     -----------                   ------------
     Members                       $300 - $625
     Special Counsel               $320 - $375
     Associates                    $150 - $385
     Paralegals                    $120 - $215

Mr. Sirota assured the Court that the firm is "disinterested" as
that term is defined in Section 101(14) of the bankruptcy Code.

Mr. Sirota can be reached at:
     Cole Schotz Meisel Forman & Leonard P.A.
     Court Plaza North
     25 Main Street
     Hackensack, NJ 07601
     Tel (201) 489-3000
     Fax (201) 489-1536
     Email info@coleschotz.com

                        About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 3 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Halperin Battaglia
Raich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SHAPES/ARCH: Committee Can Hire Halperin Battaglia as Counsel
-------------------------------------------------------------
The Official Committee of Unsecured Creditors in Shapes/Arch
Holdings LLC and its debtor-affiliates' Chapter 11 cases obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Halperin Battaglia Raicht LLP as its counsel nunc
pro tunc to the bankruptcy filing date.

Halperin Battaglia is expected to:

   a. advise the Committee with respect to its rights, duties, and
      powers in these cases;
                        
   b. assist the Committee in its consultations with the Debtors
      relative to the administration of these cases;
                        
   c. assist the Committee in analyzing the claims of the Debtors'
      creditors and in negotiations with such creditors;
                        
   d. assist with the Committee's investigation of the acts,
      conduct, assets, liabilities and financial condition of the
      Debtors and the operation of the Debtors' businesses;
                        
   e. assist the Committee in its analysis and negotiations with
      the Debtors or any third party concerning matters related to
      the realization by creditors of a recovery on claims and
      other means of realizing value in these cases, including,
      without limitation the proposed debtor-in-possession
      financings and plan;

   f. review the proposed plan and any future plan or plan
      amendments with the Committee and determine with the
      Committee if plan of reorganization should be filed by the
      Committee or some other third party and, if necessary, draft
      a plan and disclosure statement;

   g. assist the Committee with respect to consideration by the
      Court of any disclosure statement prepared or filed pursuant
      to Sections 1125 or 1121 of the Bankruptcy Code;

   h. evaluate potential avoidance actions and claims, and if
      appropriate, bring such actions;

   i. assist and advise the Committee with regard to its
      communications to the general creditor body regarding the
      Committee's recommendations on any proposed plan of
      reorganization or other significant matters in these cases;

   j. represent the Committee at all hearings and other
      proceedings;

   k. assist the Committee in its analysis of matters relating to
      the legal rights and obligations of the Debtors in respect
      of various agreements and applicable laws;
  
   l. review and analyze all applications, orders, statements of
      operations, and schedules filed with the Court and advise
      the Committee as to their propriety;

   m. assist the Committee in preparing pleadings and applications
      as may be necessary in furtherance of the Committee's
      interests and objectives; and

   n. perform such other legal services as may be required and
      deemed to be in the interest of the Committee in accordance
      with its powers and duties as set forth in the Bankruptcy
      Code.

Alan D. Halperin, a member at Halperin Battaglia Raicht LLP told
the Court that the Debtors will pay according to the firm's
standard rates for professionals.

The rates of Halperin Battaglia professionals are:  

     Designation                      Hourly Rates     
     -----------                      ------------
     Lawyers                            $175 - $435
     Law Clerks                             $125
     Paraprofessionals                   $75 - $100

Mr. Halperin assured the Court that the firm is "disinterested" as
that term is defined in Section 101(140 of the Bankruptcy Code.

Mr. Halperin can be reached at:

     Halperin Battaglia Raicht LLP
     555 Madison Avenue, 9th Floor,
     New York, NY 10022
     Tel (212) 765-9100
     Fax (212) 765-0964

                        About Shapes/Arch

Headquartered in Delair, New Jersey, Shapes/Arch Holdings,
LLC, produces custom aluminum extrusions for road and rail
transportation and commercial and residential construction.  
The company also manufactures maintenance aluminum fence systems,
for residential and commercial use, and above-ground pools.

The company and four of its affiliates filed for Chapter 11
protection on March 16, 2008 (Bankr. D. N.J. Lead Case No.
08-14631).  Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor,
represents the Debtors in their restructuring efforts.  The U.S.
Trustee for Region 3 appointed six creditors to serve on an
Official Committee of Unsecured Creditors.  Halperin Battaglia
Raich LLP represents the Committee in this cases.

When the Debtors filed for protection against their creditors,
they listed assets between $10 million to $50 million and debts
between $50 million to $100 million.


SIMTROL INC: March 31 Balance Sheet Upside-Down by $166,562
-----------------------------------------------------------
Simtrol Inc.'s consolidated balance sheet at March 31, 2008,  
showed $1,380,095 in total assets and $1,546,657 in total
liabilities, resulting in a $166,562 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,015,325 in total current assets
available to pay $1,507,331 in total current liabilities.

The company reported a net loss of $1,433,502, on total revenues
of $79,897, for the first quarter ended March 31, 2008, compared
with a net loss of $1,546,281, on total revenues of $34,224, 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?2cc9

                     Going Concern Disclaimer

Marcum & Kliegman LLP, in New York, expressed substantial doubt
about Simtrol 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 auditng firm reported that the
company has not achieved a sufficient level of revenues to support
its business and has suffered recurring losses from operations.

                        About Simtrol Inc.

Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL)
-- http://www.simtrol.com/- is a developer of software that  
manages controllable devices such as display monitors, video
cameras, and medical equipment for diverse markets such as digital
signage, security and surveillance, and healthcare.


SINOFRESH HEALTHCARE: Moore Stephens Expresses Going Concern Doubt
------------------------------------------------------------------
Moore Stephens Lovelace, P.A., raised substantial doubt on the
ability of SinoFresh HealthCare Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2007.

In a letter dated May 15, 2008, the auditor reported that the
company is in default on its debenture obligations, has incurred
substantial losses since its inception, has a working capital
deficiency at Dec. 31, 2007, and has incurred negative cash flow
from operations.

The company posted a net loss of $1,233,880 on net revenues of
$331,288 for the year ended Dec. 31, 2007, as compared with a net
loss of $4,963,031 on net revenues of $1,083,576 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $1,969,852 in
total assets and $4,211,710 in total liabilities, resulting in
$2,241,858 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $121,304 in total current assets
available to pay $4,211,710 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2c68

                  About SinoFresh HealthCare

Headquartered in Englewood, Florida, SinoFresh HealthCare Inc.
(OTC BB: SFSH) -- http://www.sinofresh.com/-- researches,    
develops, and markets novel therapies to treat inflammatory and
infectious diseases, and disorders of the upper respiratory
system.  Its products include SinoFresh Nasal Mist, a nasal spray
and SinoFresh Daily Throat Spray, a throat and mouth spray.


SONA MOBILE: March 31 Balance Sheet Upside-Down by $1,386,098
-------------------------------------------------------------
Sona Mobile Holdings Corp.'s consolidated balance sheet at
March 31, 2008, showed $2,269,524 in total assets and $3,655,622
in total liabilities, resulting in a $1,386,098 total  
stockholders' deficit.

The company reported a net loss of $1,873,171, on net revenue of
$92,205, for the first quarter ended March 31, 2008, compared with
a net loss of $1,655,072, on net revenue of $148,127, 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?2cc1

                     Going Concern Disclaimer

As reported in the Troubled Company Reporter on May 14, 2008,
Horwath Orenstein LLP, in Toronto, Canada, expressed substantial
doubt about Sona Mobile Holdings Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2007, and 2006.  The
auditing firm pointed to the company's recurring losses from
operations.

                        About Sona Mobile

Based in New York, Sona Mobile Holdings Corp. (OTC BB: SNMB)--
http://www.sonamobile.com/-- is a software and service provider   
specializing in value-added services to data-intensive vertical
and horizontal market segments including the gaming industry.  Its
target customer base includes casinos, horse racing tracks and
operators, cruise ship operators and casino game manufacturers and
suppliers on the gaming side, and corporations that require secure
transmissions of large amounts of data in the enterprise and
financial services.


STANDARD PACIFIC: Secures $530MM Financing from MatlinPatterson
---------------------------------------------------------------
Standard Pacific Corp. entered into a definitive agreement with
MatlinPatterson Global Advisers LLC, on behalf of its affiliated
funds, under which MatlinPatterson is committed to invest in
aggregate more than $530 million in equity in Standard Pacific.

Under the agreement, MatlinPatterson will purchase approximately
$381 million of a new series of senior convertible preferred stock
representing 125 million shares of common stock at a conversion
price of $3.05 per share.  The conversion price equates to a
premium of approximately 37% over the closing price of Standard
Pacific's common stock on May 23, 2008.

Upon receiving stockholder approval, the senior convertible
preferred stock will convert into an equal amount of junior
convertible preferred stock that is generally equivalent to common
stock. Both series of preferred stock are subject to voting rights
limitations.

In addition to its cash equity investment, MatlinPatterson will
exchange approximately $128.5 million of the company's senior and
subordinated debt for warrants to acquire preferred stock
representing 89.4 million shares of common stock at an exercise
price of $4.10 per share.

The investment agreement includes customary closing conditions and
is subject to completion of a satisfactory amendment to the
company's bank credit facilities.  Subsequent to that event, the
company will commence a $152.5 million transferable rights
offering for 50 million common shares, in which stockholders of
record will be eligible to participate on a pro-rata ownership
basis.  MatlinPatterson has agreed to purchase any unsubscribed
shares in the rights offering.

"This capital infusion will strengthen our balance sheet, enhance
our financial flexibility and provide funding for future growth
opportunities," Jeffrey V. Peterson, Standard Pacific's chairman,
CEO and president, said.   The transaction enables our existing
shareholders to participate in the rights offering and benefit
from the upside potential created by the investment."

"Through our exploration of alternatives, we have identified
MatlinPatterson as the ideal partner to provide the company with
additional liquidity and operating flexibility," Mr. Peterson
added.  "MatlinPatterson's investment demonstrates its confidence
in Standard Pacific's management team and the company's underlying
value and growth potential.  MatlinPatterson is a long-term
investor committed to our company's success."

"In a difficult operating environment, Standard Pacific has a
strong franchise and is well positioned for renewed profitability
and success as conditions improve," David Matlin, chief executive
officer of MatlinPatterson, said.  We are pleased to partner with
the talented management team and employees of Standard Pacific, to
build on their long history as one of the nation's leading
homebuilders."

The company will call a special stockholder meeting to seek
approval to authorize the issuance of the junior convertible
preferred stock and to amend the company's charter in order to
increase the total share authorization and to remove certain anti-
takeover provisions.  

Upon the purchase of the senior convertible preferred stock,
Standard Pacific's board of directors will be expanded from eight
members to 11, with the three new board members to be named by
MatlinPatterson.  Upon conversion of the senior convertible
preferred stock, MatlinPatterson will be entitled to appoint
additional board members, but MatlinPatterson's designees will not
constitute a majority of directors on the board.  All other
members of the board will be elected by a majority vote of the
common stockholders, excluding MatlinPatterson.  Jeffrey Peterson
will continue as chairman, CEO and president of the company.

Gibson Dunn & Crutcher LLP is acting as legal advisor and Credit
Suisse Securities (USA) LLC and Miller Buckfire & Co. LLC are
acting as financial advisors to Standard Pacific.

Bracewell & Giuliani LLP is acting as legal advisor and Broadpoint
Capital Inc. is acting as financial advisor to MatlinPatterson.

                    About Standard Pacific

Headquartered in Irvine, California, Standard Pacific Corp.
(NYSE:SPF) -- http://www.standardpacifichomes.com/-- operates in       
many of the largest housing markets in the country with operations
in major metropolitan areas in California, Florida, Arizona, the
Carolinas, Texas, Colorado and Nevada.  The company also provides
mortgage financing and title services to its homebuyers through
its subsidiaries and joint ventures, Standard Pacific Mortgage
Inc., SPH Home Mortgage, Universal Land Title of South Florida and
SPH Title.  

                    Covenant Noncompliance Waiver

As reported in Troubled Company Reporter on May 14, 2008, Standard
Pacific Corp. obtained preliminary consent from its bank group,
subject to the group's receipt, review and execution of final
documentation, to further extend the waiver until Aug. 14, 2008,
and to expand the waiver's scope.  

The company related that it was not in compliance with the
consolidated tangible net worth and leverage covenants contained
in its revolving credit facility, $100 million Term Loan A and
$225 million Term Loan B as of March 31, 2008.

                    Below Investment Grade Ratings

As reported in the Troubled Company Reporter on May 22, 2008,
Fitch Ratings has downgraded Standard Pacific Corp.'s ratings as:
(i) issuer default rating to 'B-' from 'B+'; (ii) senior unsecured
to 'B-/RR4' from 'B+/RR4'; (iii) unsecured borrowings under its
bank revolving credit facility to 'B-/RR4' from 'B+/RR4'; and (iv)
senior subordinated debt to 'CCC/RR6' from 'B-/RR6'.

As reported in the Troubled Company Reporter on May 20, 2008,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Standard Pacific Corp. to
'B-' from 'B+'.  At the same time, S&P lowered the subordinated
debt rating to 'CCC' from 'B-' and placed all ratings on the
company on CreditWatch with negative implications.  These actions
affect approximately $1.3 billion of unsecured notes.

As reported in the Troubled Company Reporter on May 15, 2008,
Moody's lowered the ratings of Standard Pacific Corp., including
its corporate family rating to B2 from B1, its senior unsecured
notes to B2 from B1, and its senior subordinated notes to Caa1
from B3.  The SGL-3 liquidity assessment was affirmed.  The
ratings outlook is negative.


SUPERIOR ESSEX: Moody's Hikes Rating on Sr. Unsecured Notes to B1
-----------------------------------------------------------------  
Moody's Investors Service upgraded Superior Essex Communications
LP's (an indirect subsidiary of Superior Essex Inc.) corporate
family rating to Ba3 from B1, and the rating on its senior
unsecured notes to B1 from B3 (as per Moody's Loss Given Default
Methodology). Moody's also revised the ratings outlook to stable
from positive.

The upgrade reflects Superior's better than expected operating
performance and cash flows relative to Moody's expectations, and
its ability to improve upon its earnings and debt metrics despite
challenges in certain of its end-markets. The Ba3 corporate family
rating also reflects Moody's belief that the company's credit
statistics can absorb a moderate level of further contraction in
business activity associated with the residential and commercial
construction end markets.

However, the rating continues to incorporate the risks associated
with volatile copper prices on the company's working capital
requirements, which can lead to negative free cash flow
generation. As such, the Ba3 rating tolerates temporary periods of
negative free cash flow, but does not accommodate sustained levels
of negative free cash flow. Moody's expects that the company will
continue to maintain good liquidity and that it will only pursue
smaller acquisitions over the medium-term as large-scale
acquisitions could pressure the ratings.

These ratings were upgraded:

   * Corporate family rating to Ba3 from B1;

   * Probability-of-default rating to Ba3 from B1;

   * $257 million senior unsecured notes due 2012 at B1
     (LGD4, 60%) from B3 (LGD5, 78%).

Superior's Ba3 corporate family rating reflects the company's
moderate leverage, good interest coverage, its business position
as the largest global magnet wire producer, its efficient
manufacturing footprint, the relative diversity of its end-
markets, high barriers to entry, and organic growth opportunities
in Asia magnet wire and premises (data cables). The rating also
considers the company's success in integrating past acquisitions,
improvements in operating performance, and the benefits of its
cost reduction initiatives. However, the rating also considers the
gradual decline of the copper OSP (outside plant) business, the
fragmented nature of the European magnet wire industry, the
cyclicality inherent in the industry, and ongoing acquisition
risk.

The stable outlook reflects Moody's expectation that Superior will
sustain or improve its earnings despite challenges in certain end-
markets such that debt-to-EBITDA remains below 3.0 times and
EBIT/Interest coverage exceeds 3.0 times. The outlook also
reflects Moody's expectation that the company will continue to
generate positive free cash flow in the wake of volatile copper
prices, and maintain a conservative posture with respect to
acquisitions.

Moody's subscribers can find additional information in the
Superior Credit Opinion published on http://moodys.com/

Headquartered in Atlanta Georgia, Superior Essex manufactures and
supplies a broad portfolio of wire and cable products for the
communications, energy, automotive, industrial, and commercial &
residential end-markets. It is a leading manufacturer of magnet
wire, fabricated insulation products, and copper and fiber optic
communications wire and cable. It is also a leading distributor of
magnet wire, insulation, and related products. The company
reported sales of approximately $2.9 billion for the twelve months
ended March 31, 2008.


TARRAGON CORP: Files 10Q to Comply with Nasdaq Criteria
-------------------------------------------------------
Tarragon Corporation filed its first quarter 10-Q within the
period provided to appeal Nasdaq's determination to delist its
common stock.  The company expects to receive confirmation from
Nasdaq Stock Market that it has demonstrated compliance with all
Nasdaq requirements and that the common stock will remain listed.

The company has received a Nasdaq Staff Determination notice which
stated that the company is not in compliance with Nasdaq
Marketplace Rule 4310(c)(14) because the company did not timely
file its Quarterly Report on Form 10-Q for the period ended
March 31, 2008, and that its common stock is therefore subject to
delisting from NASDAQ unless the company requests a hearing before
a Nasdaq Listing Qualifications Panel.

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries  
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.

At Dec. 31, 2007, the company's balance sheet showed $1.1 billion
in total assets, $1.2 billion in total liabilities and $19.2
million in minority interest, resulting in $112.8 million
stockholders' deficit.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.  
At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.


TARRAGON CORP: March 31 Balance Sheet Upside Down by $117 Million
-----------------------------------------------------------------
Tarragon Corporation's balance sheet at March 31, 2008, showed
total assets of $1.0 billion, total liabilities of $1.1 billion
resulting in a total stockholders' deficit of roughly
$117 million.

The company reported net loss of $8.8 million for the first
quarter ended March 31, 2008, compared to a net loss of
$4.2 million in the first quarter of 2007.

Included in the first quarter of 2008 net loss were pre-tax
impairment charges, write-offs, and gross margin adjustments
totaling $13.1 million, a pre-tax net loss on debt restructuring
of $3.5 million, and income from discontinued operations of
$7.4 million related to gains on sales of two apartment
communities and one shopping center.

Loss from continuing operations was $16.2 million in the first
quarter of 2008 compared to a loss of $2.7 million in the same
period of 2007.

                       Outlook and Strategy

The company's strategy for 2008 includes a continued focus on
repayment of development and condominium conversion-related debt
through reduction of real estate inventory and sales of investment
properties.  By the end of 2008, the company expects to have
reduced condominium conversion-related debt to approximately
$27 million.

Tarragon also plans to continue its strategy of building high
quality rental properties for sale to long-term investors.  As
part of this strategy, Tarragon in February 2008 closed on the
sale of 1000 Jefferson, a 217-unit luxury rental building located
in Hoboken, New Jersey for a sales price of $116.2 million.

Tarragon also intends to continue to pursue strategic developments
or ventures with financially strong partners as such opportunities
become available.

                     About Tarragon Corporation

Headquartered in New York City, Tarragon Corporation (NasdaqGS:
TARR) -- http://www.tarragoncorp.com/-- and its subsidiaries  
engage in the development, ownership, and management of real
estate properties in the United States.  It operates in two
divisions, a Real Estate Development Division (Development
Division) and an Investment Division.  The Development Division
focuses on developing, renovating, building, and marketing homes
in high-density, urban locations and in master-planned
communities.  The Investment Division owns and operates a
portfolio of stabilized rental apartment communities located in
Alabama, Connecticut, Florida, New Jersey, Texas, Rhode Island,
Tennessee, Maryland, Oklahoma, Michigan, and Georgia.  The company
was founded in 1973.

At Dec. 31, 2007, the company's balance sheet showed $1.1 billion
in total assets, $1.2 billion in total liabilities and $19.2
million in minority interest, resulting in $112.8 million
stockholders' deficit.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on April 14, 2008,
Grant Thornton LLP raised substantial doubt about the ability of
Tarragon Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  

The auditing firm stated that as of Dec. 31, 2007 the company had
$1.1 billion in consolidated debt and had guaranteed additional
debt of its unconsolidated joint ventures totaling $31.6 million.  
At Dec. 31, 2007, the company was not in compliance with certain
of its debt covenants.  Additionally, the company incurred a net
loss during the year ended Dec. 31, 2007, and, as of that date,
the company's total liabilities exceeded its total assets by
$93.6 million.


TINSELTOWN VIDEO: Case Summary & 19 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Tinseltown Video, Inc.
        1712 Eolus Avenue
        Encinitas, CA 92024

Bankruptcy Case No.: 08-03950

Type of Business: The Debtor is a video store.

Chapter 11 Petition Date: May 9, 2008

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: John L. Morrell, Esq.
                  Higgs, Fletcher and Mack
                  401 West "A" Street, Suite 2600
                  San Diego, CA 92101-1551
                  Tel: (619) 595-4284
                  Fax: (619) 696-1410

Total Assets:   $267,125

Total Debts:  $2,766,202

A copy of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/casb08-03950.pdf


TOUSA INC: Taps John R. Boken as Chief Executive Officer and Pres.
------------------------------------------------------------------
TOUSA Inc. disclosed that John R. Boken will become chief
executive officer and president of TOUSA Inc., subject to approval
by the United States Bankruptcy Court for the Southern District of
Florida, Fort Lauderdale Division.

Mr. Boken, who was serving as chief restructuring officer of
TOUSA, is a managing director at Kroll Zolfo Cooper where he
specializes in providing restructuring and crisis management
services to financially distressed companies.

Subject to the terms of an agreement dated May 23, 2008, and after
a thirty day transition period, Antonio B. Mon, the chief
executive officer, president and executive vice-chairman of TOUSA,
will remain in his position as executive vice chairman of TOUSA's
board of directors through Dec. 31, 2008.

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.


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.


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)   


TRANSATLANTIC PETROLEUM: Management Expresses Going Concern Doubt
-----------------------------------------------------------------
The Management of TransAtlantic Petroleum Corp. raised substantial
doubt about the company's ability to continue as a going concern
in its audited financial statements for the year ended Dec. 31,
2007.  

Management reported that at Dec. 31, 2007, the company had cash
and cash equivalents of $2.2 million, $2.0 million in current
debt, no long term debt and a working capital deficit of $202,000.
The company incurred losses during the year ended Dec. 31, 2007 of
about $7.9 million.  The loan payable was due on Apr. 30, 2008.  
In addition, the company has commitments relating to work
commitments.

                        Subsequent Events

On Mar. 28, 2008, the company announced the formation of a
strategic relationship with Riata Management, LLC and its
affiliates.  The arrangements with Riata include a two-stage
equity investment in the company, replacing the current partner as
the farm-in partner in both of the company's Moroccan properties,
providing a short-term credit facility to the company to repay the
bridge loan with Quest Capital Corp. and providing technical and
management expertise to assist the company in successfully
developing and expanding its international portfolio of projects.
The equity investments into the company are subject to regulatory
and disinterested shareholder approval.

If the second stage of the Riata transaction does not close, the
company does not have sufficient capital to fund its international
development activities past June 2008.

The company will continue to evaluate farm-out arrangements, the
sale of certain non-core properties, and additional financings as
options for additional sources of capital.

                            Financials

The company posted a net loss of $7,937,000 on total revenues of
$653,000 for the year ended Dec. 31, 2007, as compared with a net
loss of $9,413,000 on total revenues of $1,613,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $6,679,000 in
total assets and $3,037,000 in total liabilities, and $3,642,000
in total stockholders' equity.

The company's consolidated balance sheet at Dec. 31, 2007, showed
strained liquidity with $2,835,000 in total current assets
available to pay $3,037,000 in total current liabilities.

A full-text copy of the company's 2007 annual report is available
for free at: http://ResearchArchives.com/t/s?2c8b

                  About TransAtlantic Petroleum

TransAtlantic Petroleum Corp. -- http://www.tapcor.com/--  
explores, develops and produces crude oil and natural gas in the
U.S.A. and has interests in Morocco, Turkey, Romania and the North
Sea.


UAL CORPORATION: To Meet with USAir CEO to Iron Out Deal
--------------------------------------------------------
UAL Corp. and US Airways Group Inc. chief executive officers will
meet Thursday to continue merger talks and exchange information on
potential stumbling blocks raised by UAL directors, The Wall
Street Journal reports, citing people familiar with the situation.

The issues raised by UAL directors include how both carriers would
raise capital to fund the consolidation; how to resolve labor
contract issues; and how much flexibility they would have to take
airplane seats out of their combined system.

At the meeting, if the CEOs find a way to resolve the outstanding
issues, both could approach their boards in mid-June for approval
to pursue the deal, unnamed sources told WSJ.  The carriers have
yet to agree on an exchange ratio for a share swap or on who might
run a combined company, according to reports.

The New York Times, however, said there has been little to no
contact between United and USAir in recent days and the internal
teams of senior executives at both companies have put the talks on
"permanent hold."

USAir officials were growing impatient, NYT added.

To win federal approval for the carriers' planned merger
transaction, an agreement from both parties should have occurred
by about Memorial Day to allow time for regulatory scrutiny, said
NYT.

"We don't comment on rumors or speculation," United spokeswoman
Jean Medina said, reports NYT.  USAir Spokesman Philip Gee also
declined to comment.

The United-US Air talks picked up speed in April after Continental
Airlines decided not to consolidate with United.
United and USAir reportedly hoped to reach an agreement within a
month, so it could be considered by the Justice Department before
a new president takes office.

NYT said although United's board met two weeks ago for an update
on the discussions, the board took no formal vote on the situation
since there was no agreement to consider.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.


US AIRWAYS: To Meet with United CEO to Iron Out Deal
----------------------------------------------------
UAL Corp. and US Airways Group Inc. chief executive officers will
meet Thursday to continue merger talks and exchange information on
potential stumbling blocks raised by UAL directors, The Wall
Street Journal reports, citing people familiar with the situation.

The issues raised by UAL directors include how both carriers would
raise capital to fund the consolidation; how to resolve labor
contract issues; and how much flexibility they would have to take
airplane seats out of their combined system.

At the meeting, if the CEOs find a way to resolve the outstanding
issues, both could approach their boards in mid-June for approval
to pursue the deal, unnamed sources told WSJ.  The carriers have
yet to agree on an exchange ratio for a share swap or on who might
run a combined company, according to reports.

The New York Times, however, said there has been little to no
contact between United and USAir in recent days and the internal
teams of senior executives at both companies have put the talks on
"permanent hold."

USAir officials were growing impatient, NYT added.

To win federal approval for the carriers' planned merger
transaction, an agreement from both parties should have occurred
by about Memorial Day to allow time for regulatory scrutiny, said
NYT.

"We don't comment on rumors or speculation," United spokeswoman
Jean Medina said, reports NYT.  USAir Spokesman Philip Gee also
declined to comment.

The United-US Air talks picked up speed in April after Continental
Airlines decided not to consolidate with United.
United and USAir reportedly hoped to reach an agreement within a
month, so it could be considered by the Justice Department before
a new president takes office.

NYT said although United's board met two weeks ago for an update
on the discussions, the board took no formal vote on the situation
since there was no agreement to consider.

                      About UAL Corporation

Based in Chicago, Illinois, UAL Corporation (NASDAQ: UAUA)
-- http://www.united.com/-- is the holding company for United
Airlines, Inc.  United Airlines is the world's second largest
air carrier.  The airline flies to Brazil, Korea and Germany.

The company filed for chapter 11 protection on Dec. 9, 2002
(Bankr. N.D. Ill. Case No. 02-48191).  James H.M. Sprayregen,
Esq., Marc Kieselstein, Esq., David R. Seligman, Esq., and
Steven R. Kotarba, Esq., at Kirkland & Ellis, represented the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq.,
at Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.

Judge Eugene R. Wedoff confirmed the Debtors' Second Amended
Plan on Jan. 20, 2006.  The company emerged from bankruptcy
protection on Feb. 1, 2006.

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

                        *     *     *

As reported in the Troubled Company Reporter on May 3, 2007,
Fitch Ratings has affirmed the Issuer Default Ratings of UAL
Corp. and its principal operating subsidiary United Airlines
Inc. at B-.

                         About US Airways

Based in Tempe, Arizona, US Airways Group Inc.'s (NYSE: LCC) -
http://www.usairways.com/-- primary business activity is the
ownership of the common stock of US Airways, Inc., Allegheny
Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines, Inc.,
MidAtlantic Airways, Inc., US Airways Leasing and Sales, Inc.,
Material Services Company, Inc., and Airways Assurance Limited,
LLC.

Under a Chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian P.
Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq.,
at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas
M. Foley, Esq., at McGuireWoods LLP, represent the Debtors in
their restructuring efforts.  In the Company's second bankruptcy
filing, it lists $8,805,972,000 in total assets and $8,702,437,000
in total debts.

The Debtors' Chapter 11 plan for its second bankruptcy filing
became effective on Sept. 27, 2005.  The Debtors completed their
merger with America West on the same date.  (US Airways Bankruptcy
News, Issue No. 158; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).

                          *     *     *

As reported in the Troubled Company Reporter on March 26, 2008,
Standard & Poor's Ratings Services revised its outlook on US
Airways Group Inc. to stable from positive.  S&P has affirmed all
ratings, including the 'B-' long-term corporate credit rating.

The TCR reported on April 17, 2008, that Fitch Ratings has
affirmed the debt ratings of US Airways Group, Inc. as: Issuer
Default Rating at 'B-'; Secured term loan rating at 'BB-/RR1'; and
Senior unsecured rating at 'CCC/RR6'.  Fitch's ratings apply to
approximately $1.7 billion in outstanding debt.  The Rating
Outlook has been revised to Stable from Positive.


US AIRWAYS: Weakening Performance Cues Moody's Negative Outlook
---------------------------------------------------------------
Moody's Investors Service changed the outlook of US Airways Group,
Inc., to negative from positive. The Speculative Grade Liquidity
rating was lowered to SGL-3 from SGL-2. The Corporate Family
Rating of B3, as well as the ratings of its outstanding corporate
debt instruments and selected classes of US Airways' Enhanced
Equipment Trust Certificates ("EETC"), was affirmed.

Although the company is taking steps to mitigate the impact of
record high fuel costs by implementing programs to increase
ancillary revenue, reduce capacity and reduce capital expenditures
for the remainder of 2008, profitability has declined and US
Airways is likely to report further operating losses after posting
an operating loss for the first quarter of 2008. Moody's notes
that US Airways' non-fuel unit costs continue to represent an
opportunity for savings, as the benefits anticipated from the
merger between US Airways and America West Airlines have yet to be
fully achieved. The company's pilots groups have not ratified a
common labor contract due to ongoing seniority issues, and the
America West pilots continue to work under the terms of a
collective bargaining agreement that became amendable in December
2006. While US Airways has also implemented various initiatives to
improve revenue, they have not been sufficient to absorb the
increases in its cost base. Absent a meaningful improvement in
passenger yields across the industry, current high fuel costs will
challenge the company's ability to improve and sustain
profitability and cash flow generation at adequate levels. Debt to
EBITDA of 6.8x and EBIT to interest expense of 1.3x for the 12
months to March 31, 2008 (both using Moody's standard
adjustments), were reflective of credits at the low end of the B
rating range but do not incorporate the full effect of current
difficult operating conditions. Sustained high fuel costs would
further erode the company's credit metrics and put further
pressure on debt ratings.

The change to the outlook of US Airways reflects the weakening
financial performance of the company, which is driven largely by
the continued high level of fuel costs. Despite enjoying a lower
cost structure than some other mainline carriers and higher unit
revenues than other Low Cost Carriers ("LCC"), US Airways has
reported successive quarterly net losses, negative free cash flow
and deteriorating financial metrics. Although the company's near
term calls on cash are manageable due to modest debt maturities
and scheduled aircraft deliveries, Moody's expects continuing cash
operating losses will absorb a meaningful portion of the company's
liquidity during 2008.

The rating actions on the EETCs of US Airways consider the
underlying Corporate Family rating of US Airways, the continuing
availability of liquidity facilities to meet interest payments for
18 months in the event of a US Airways default, and the asset
values of specific aircraft which secure the various EETCs. The
junior classes of any EETC are generally more vulnerable to
uncertainty in recovery as they hold a first loss position. Yet in
the current trading market for aircraft valuation trends for the
company's aircraft have continued to be favorable, and Moody's has
not changed its view of relative recovery for US Airways' EETCs.
The ratings on the senior tranches of the Series 2000-1, 2000-2,
2000-3 and 2001-1 Pass Through Certificates reflect that they are
supported by policies issued by Aaa rated monoline insurance
companies.

The negative outlook reflects the continued business pressures
facing US Airways, primarily due to the impact of higher fuel
costs and a weak domestic demand environment. Although load
factors remain strong, US Airways' ability to continue to
implement fare increases and fuel surcharges is unlikely to fully
offset the impact of rising fuel costs. The company's plan to
reduce capacity in 2008 should allow it to increase fares but
unless fuel costs decline operating profits and net income are
likely to continue to be negative, and US Airways is likely to
continue to sustain negative cash flow from operations.

Moody's notes that US Airways should maintain an adequate
liquidity profile during the next 12 months despite the
expectation that cash losses from operations will represent an
increasing use of funds. Although the company has financed 2008
aircraft deliveries and debt maturities are modest, US Airways
does not have a revolving credit facility that could add
flexibility in meeting its funding needs in the coming months. At
March 31, 2008 US Airways reported approximately $2.1 billion of
unrestricted cash and short term investments. However, the company
has a portion of its funds (approximately $295 million net of
impairment charges at March 31, 2008) invested in auction rate
securities which are classified as non-current assets on the
balance sheet. Although they have impaired to levels that US
Airways believes represent fair value, the company may not be able
to readily monetize the securities even at these values in the
current credit market environment. US Airways is not subject to
compliance with any specific financial covenants in its financing
agreements other than a minimum cash balance test. The company
retains a fixed charge covenant in its credit card processing
agreement. However, at its current level, the holdback is at the
maximum level allowable under this covenant.

US Airways' rating could be lowered if the company is unable to
reverse operating losses and restore cash flow and financial
metrics, if unrestricted cash and short term investments fall
below $1 billion, or if the risk of credit card processors
meaningfully increasing holdback requirements increases.

US Airways' outlook could be stabilized with sustained increases
to revenues or reduced fuel and non-fuel costs that increases cash
flow from operations and mitigates the need for the company to
consume existing liquidity to satisfy operating needs.

Downgrades:

  Issuer: Hillsborough County Aviation Authority, FL

   * Senior Secured Revenue Bonds, Downgraded to LGD6, 92% from
     LGD5, 89%

  Issuer: Indianapolis Airport Authority, IN

   * Revenue Bonds, Downgraded to LGD6, 92% from LGD5, 89%

  Issuer: Phoenix Industrial Development Authority, AZ

   * Senior Unsecured Revenue Bonds, Downgraded to LGD6, 92% from
     LGD5, 89%

  Issuer: US Airways Group, Inc.

   * Senior Secured Bank Credit Facility, Downgraded to LGD3, 43%
     from LGD3, 42%

Outlook Actions:

  Issuer: America West Airlines, Inc.
   * Outlook, Changed To Negative From Positive

  Issuer: US Airways Group, Inc.
   * Outlook, Changed To Negative From Positive

  Issuer: US Airways, Inc.
   * Outlook, Changed To Negative From Positive

Withdrawals:

  Issuer: US Airways Group, Inc.

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated 39 - LGD3

US Airways Group, Inc., based in Tempe, Arizona, through its
subsidiaries operates the 5th largest airline in the US with
service throughout the U.S. as well as Canada, the Caribbean,
Latin America and Europe.


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.


US DRY CLEANING: Posts $2,679,051 Net Loss in Qtr. Ended March 31
-----------------------------------------------------------------
US Dry Cleaning Corp. reported a net loss of $2,679,051, on net
sales of $2,875,509, for the second quarter ended March 31, 2008,
compared with a net loss of $2,250,679, on net sales of
$2,025,918, in the same period last year.

The increase in net sales consisted of approximately $180,000 from
existing operations and $670,000 from the company's recent
acquisitions.  The net loss for the current quarter includes
legal, audit, consulting and administrative expenses directly
related towards capitalization of the company.

At March 31, 2008, the company's consolidated balance sheet showed
$16,355,613 in total assets, $14,493,293 in total liabilities, and
$1,862,320 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity wity $1,420,637 in total current assets
available to pay $5,328,790 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?2cd4

                     Going Concern Disclaimer

Squar, Milner, Peterson, Miranda & Williamson LLP, in Newport
Beach, California, expressed substantial doubt about U.S. Dry
Cleaning Corporation's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Sept. 30, 2007.  The auditing firm pointed to the
company's recurring losses from operations and accumulated deficit
of approximately $19,356,000 at Sept. 30, 2007.

                     About U.S. Dry Cleaning

Headquartered in Palm Springs, California, U.S. Dry Cleaning
Corporation (OTC BB: UDRY) -- http://www.usdrycleaning.com/--   
operates in the laundry and dry cleaning business and is
geographically concentrated in Hawaii and Southern California.


VERTIS INC: Moody's Holds C Rating on $284 Million Sr. Sub. Notes
-----------------------------------------------------------------
Moody's Investors Service has affirmed the Ca Corporate Family
rating for Vertis, Inc., while changing the Probability of Default
rating to Ca from Ca/LD, following the company's announcement of a
merger with American Color Graphics, Inc. coupled with a
comprehensive restructuring plan.

Details of the rating actions are:

  Vertis Inc.

  Ratings affirmed:

   * Corporate Family rating -- Ca

   * $350 million 9.75% secured second lien notes due 2009 --
     Caa2, LGD2, 23%

   * $350 million 10.875% senior notes due 2009 -- Ca, LGD4, 69%

   * $284 million 13.5% senior subordinated notes due 2009 --
     C, LGD6, 91%

  Rating revised:

   * Probability of Default rating to Ca from Ca/LD

  The rating outlook is stable.

The rating action follows Vertis' announced plan to merge with
American Color Graphics and to subsequently undertake a
comprehensive restructuring of both companies' obligations,
including an agreement by the majority of current debt holders to
exchange approximately $1.5 billion of current debt (including
unrated debt of Vertis Holdings, Inc.) for an aggregate $550
million of new notes and substantially all of the equity of the
merged entity. Moody's notes that its ratings for Vertis' rated
securities already reflected ultimate recovery assumptions that
are consistent with those suggested in the reorganization plan,
and hence ratings have been affirmed on this basis.

The companies expect to launch a formal solicitation of consent
for their prepackaged bankruptcy proceedings from their respective
noteholders. Upon receiving such consent, the companies would
commence prepackaged Chapter 11 proceedings in order to implement
their plan and consummate the merger.

Moody's expects to lower the PDR for both companies to D once the
bankruptcy filing is completed. We do not expect further revisions
to individual security ratings as current ratings now reflect
final expected loss based on the prepackaged bankruptcy plan of
reorganization. All ratings will be withdrawn shortly after the
filing date.

Vertis Inc., a leading provider of integrated advertising products
and marketing services, recorded fiscal 2007 revenues of $1.3
billion. The company is headquartered in Baltimore, Maryland.


VI-JON INC: Improved Credit Metrics Cue Moody's to Hike Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded the long-term debt ratings of
Vi-Jon, Inc., including the company's corporate family rating to
B1 from B2. The upgrade reflects the meaningfully improved credit
metrics, continued stable operating performance, and recognition
that debt reduction will remain a priority use of positive free
cash flow. In addition, Moody's expects that management will
successfully complete the final integration phases of its July
2006 merger with Cumberland Swan, continue to sustain its strong
growth rate and market share trends while successfully offsetting
the majority of its rising raw material costs with selective price
increases to its customers. The outlook is stable.

"Moody's recognizes Vi-Jon's position as a leading private label
manufacturer in the personal care and consumer products
categories, its long-standing relationship with key retail
partners, proven management track record and strong operational
and manufacturing capabilities," says Moody's Vice President
Janice Hofferber. "Nevertheless, the ratings will remain
constrained by the company's relatively small scale, reliance on a
few customers for more than 60% of its revenue and still leveraged
balance sheet."

Ratings upgraded include:

   * Corporate family rating to B1 from B2;

   * $30 million senior secured revolving credit to B1
     (LGD 3, 34%) from B2 (LGD 3, 35%); and

   * $188 million senior secured tranche B term loan facility due
     April 2014 to B1 (LGD 3, 34%) from B2 (LGD 3, 35%);

Ratings affirmed include:

   * Probability of default of B2

Rating outlook is stable.

The last rating action regarding Vi-Jon was on April 16, 2007 when
Moody's revised the outlook of the company's long-term ratings,
including its B2 corporate family rating, to positive from stable
and assigned ratings to the company's new bank facility.

St. Louis-based Vi-Jon, Inc., is a private label manufacturer of
personal care products with more than 300 different formulations
and more than 5,000 products across a wide spectrum of categories.
Vi-Jon is the combination of the July 2006 merger of two leading
personal care private label manufacturers, Vi-Jon Laboratories,
Inc. and Cumberland Swan Holdings, Inc. Vi-Jon is the direct
subsidiary of VJCS Holdings, Inc., which in turn is owned by
Berkshire Partners and other co-investors including management.
Last twelve months sales ending March 2008 were approximately $500
million.


VISUAL MANAGEMENT: March 31 Balance Sheet Upside-Down by $2.6 MM
----------------------------------------------------------------
Visual Management Systems Inc.'s consolidated balance sheet at
March 31, 2008, showed $3,377,596 in total assets and $5,951,434
in total liabilities, resulting in a $2,573,838 total  
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $900,275 in total current assets
available to pay $3,275,850 in total current liabilities.

The company reported a net loss of $2,135,474, on net revenues of
$1,577,309, for the first quarter ended March 31, 2008, compared
with a net loss of $1,692,035, on net revenues of $1,160,437, 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?2cb0

                     Going Concern Disclaimer

Sobel & Co., LLC, in Livingston, N.J., expressed substantial doubt
about Visual Management 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
stated that the company has suffered recurring losses from
operations, has experienced a deficiency of cash from operations,
and lacks sufficient liquidity to continue its operations.

                     About Visual Management

Based in Toms River, N.J., Visual Management Systems Inc. (OTC BB:
VMSY) -- http://www.vmscctv.com/-- engages in the design, sale,  
and installation of digital surveillance systems.  


VOX VII: Voluntary Chapter 11 Case Summary
------------------------------------------
Debtor: Vox VII, LLC
        3500 Hess Road
        Monkton, MD 21111

Bankruptcy Case No.: 08-16803

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

Chapter 11 Petition Date: May 19, 2008

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Alan Grochal, Esq.
                  Tydings & Rosenberg, LLP
                  100 E. Pratt Street
                  Baltimore, MD 21202
                  Tel: (410) 752-9715
                  agrochal@tydingslaw.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


WATTS BAR: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Watts Bar Marina and Resort, Inc.
        dba Watts Bar Grill
        dba Provolone Grill
        dba Angelo Italian Grill
        dba Lighthouse Restaurant
        6767 Watts Bar Highway
        Spring City, TN 37381-2823
        Tel: (423) 365-9595

Bankruptcy Case No.: 08-12142

Type of Business: The Debtor operates a resort.

Chapter 11 Petition Date: May 6, 2008

Court: Eastern District of Tennessee (Chattanooga)

Judge: R. Thomas Stinnett

Debtor's Counsel: W. Thomas Bible, Jr., Esq.
                  W. Thomas Bible, Jr. PC
                  7011 Shallowford Road, Suite 106
                  Chattanooga, TN 37421
                  Tel: (423) 424-3116

Estimated Assets: $500,001 to $1 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's 16 largest unsecured creditors is available
for free at http://bankrupt.com/misc/tneb08-12142.pdf


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)  


WESTOVER CENTER: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Westover Center, LLC
        2777 Summer Street, Suite 202
        Stamford, CT 06905

Bankruptcy Case No.: 08-50555

Chapter 11 Petition Date: May 14, 2008

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1001 Morehead Square Drive, Suite 330
                  Charlotte, NC 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

A copy of the Debtor's two largest unsecured creditors is
available for free at http://bankrupt.com/misc/ncwb08-50555.pdf


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.  


WILDERNESS SHORES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Wilderness Shores, Inc.
        3321 Freezeland Road
        Linden, VA 22404

Bankruptcy Case No.: 08-61184

Type of Business: The Debtor previously filed for bankruptcy
                  on July 3, 2000 (Bankr. W.D. Va. Case No.
                  00-01852).

Chapter 11 Petition Date: May 21, 2008

Court: Western District of Virginia (Lynchburg)

Judge: William E. Anderson

Debtor's Counsel: Richard A. Lash, Esq.
                  Buonassassi, Henning & Lash, P.C.
                  1861 Wiehle Avenue, Suite 300
                  Reston, VA 20190
                  Tel: (703) 796-1341 ext. 1104

Estimated Assets: $1 million to $10 million

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

A copy of the Debtor's 19 largest unsecured creditors is available
for free at http://bankrupt.com/misc/vawb08-61184.pdf


WILLIAM MIZELL: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William S Mizell, Sr.
        aka Stanley Mizell
        2806 W. Beaver Street
        Jacksonville, FL 32254

Bankruptcy Case No.: 08-02837

Chapter 11 Petition Date: May 20, 2008

Court: Middle District of Florida (Jacksonville)

Judge: Jerry A. Funk

Debtor's Counsel: Edward P. Jackson, Esq.
                  Edward P. Jackson, P.A.
                  255 N. Liberty Street, First Floor
                  Jacksonville, FL 32202
                  Tel: (904) 358-1952
                  edward@edwardpjackson.com

Total Assets: $2,134,475

Total Debts:  $630,108

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

        http://bankrupt.com/misc/flamb08-02837.pdf


WILLIAMS PANEL: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Williams Panel Brick, Inc.
        aka Ambrico
        aka Williams Hearth and Home
        12900 Richfield Court
        Livonia, MI 48150

Bankruptcy Case No.: 08-52258

Chapter 11 Petition Date: May 19, 2008

Court: Eastern District of Michigan (Detroit)

Judge: Walter Shapero.Detroit

Debtor's Counsels: Schafer and Weiner, PLLC
                   Howard M. Borin, Esq.
                   Kim K. Hillary, Esq.
                   40950 Woodward Avenue
                   Suite 100
                   Bloomfield Hills, MI 48304
                   Tel: (248) 540-3340
                   Fax: (248) 642-2127
                   http://schaferandweiner.com

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

             http://bankrupt.com/misc/mieb08-52258.pdf


WORLD HEART: Nasdaq to Consider Delisting Appeal on July 10
-----------------------------------------------------------
World Heart Corporation said that on May 20, 2008, it had
received a letter from the NASDAQ Hearings Panel stating that they
had received the Company's request to appeal the NASDAQ Listing
Qualification Staff determination to delist World Heart
Corporation's securities from the NASDAQ Stock Market.  
Accordingly, the delisting action referenced in the NASDAQ Staff's
determination letter has been stayed, pending a final written
decision by the NASDAQ Hearings Panel.

This letter provided formal notice that the panel will consider
the company's appeal at an oral or written hearing.  The hearing
will be held on Thursday, July 10, 2008, at 2:30 PM in Washington,
DC.

According to World Heart, this decision by the NASDAQ Hearings
Panel means that the stock will continue to trade at least until
the determination is made at this hearing.

The Troubled Company Reporter reported on May 20, 2008, that World
Heart received a NASDAQ Staff Determination Letter stating that
the company's requests for continued listing on The NASDAQ Capital
Market were denied.  The NASDAQ noted that the company did not
provide a definitive plan evidencing its ability to achieve near
term compliance with the continued listing requirements or sustain
such compliance over an extended period of time, as required by
Marketplace Rule 4310(c)(4) and Marketplace Rule 4310(c)(3), which
requires the company to have a minimum of $2.5 million in
stockholders' equity or $35 million market value of listed
securities or $500,000 of net income from continuing operations
for the most recently completed fiscal year or two of the three
most recently completed fiscal years.

The TCR, on May 22, 2008, also reported that World Heart Corp.'s
consolidated balance sheet at March 31, 2008, showed $3,332,961 in
total assets and $7,875,793 in total liabilities, resulting in a
$4,542,832 total stockholders' deficit.  The company's
consolidated balance sheet at March 31, 2008, also showed strained
liquidity with $2,067,703 in total current assets
available to pay $7,875,793 in total current liabilities.  The
company reported a net loss of $11,477,698, on revenue of
$635,996, for the first quarter ended March 31, 2008, compared
with a net loss of $3,429,988, on revenue of $847,715, in the
corresponding period of 2007.

                          Going Concern

The TCR, on April 4, 2008, reported that Burr, Pilger & Mayer LLP,
in San Francisco, expressed substantial doubt about World Heart
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 auditor pointed to the company's
recurring losses.  The company said it expects to continue to
generate operating losses at least through 2008 and 2009.

                       About World Heart

World Heart Corp. (TSX: WHT) -- http://www.worldheart.com/-- is a  
developer of mechanical circulatory support systems.  The company
is headquartered in Oakland, Calif. with additional facilities in
Salt Lake City, and Herkenbosch, Netherlands.  WorldHeart's
registered office is Ottawa, Ontario, Canada.


WORLD HEART: Nasdaq to Hear Appeal on Stocks Delisting on July 10
-----------------------------------------------------------------
World Heart Corporation disclosed that the NASDAQ Hearings Panel
will consider the company's appeal on Nasdaq's determination to
delist World Heart's securities from the NASDAQ Stock Market.  An
oral or written hearing will be held on Thursday, July 10, 2008,
at 2:30 PM in Washington, DC.

On May 20, the company received a letter from the NASDAQ Hearings
Panel recognizing the receipt of the company's request to appeal
the NASDAQ Listing decision.   Accordingly, the delisting action
referenced in the NASDAQ Staff's determination letter has been
stayed, pending a final written decision by the NASDAQ Hearings
Panel.

This decision by the NASDAQ Hearings Panel means that the stock
will continue to trade at least until the determination is made at
this hearing.

World Heart Corp. (TSX: WHT) -- http://www.worldheart.com/-- is a   
developer of mechanical circulatory support systems.  The company
is headquartered in Oakland, Calif. with additional facilities in
Salt Lake City, and Herkenbosch, Netherlands.  WorldHeart's
registered office is Ottawa, Ontario, Canada.

                          Going Concern

Burr, Pilger & Mayer LLP, in San Francisco, expressed substantial
doubt about World Heart 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 auditor pointed
to the company's recurring losses.

The company said it expects to continue to generate operating
losses at least through 2008 and 2009.


X-CHANGE CORP: March 31 Balance Sheet Upside-Down by $250,798
-------------------------------------------------------------
X-Change Corp.'s consolidated balance sheet at March 31, 2008,
showed $1,052,980 in total assets and $1,303,778 in total
liabilities, resulting in a $250,798 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $429,902 in total current assets
available to pay $1,066,676 in total current liabilities.

The company reported a net loss of $677,804, on revenues of
$343,607, for the first quarter ended March 31, 2008, compared
with a net loss of $734,734, on revenues of $316,053, 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?2cc0

                     Going Concern Disclaimer

KBA Group LLP, in Dallas, expressed substantial doubt about X-
Change 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 reported that the
company has recurring losses from operations, utilizes substantial
cash in its operations and is dependent on access to external
financing.

                    About X-Change Corporation

Headquartered in Allen, Texas, X-Change Corporation (OTC BB: XCHC)
-- http://www.airgatetech.com/ -- through its wholly owned  
subsidiary, AirGATE Technologies Inc., is an end-to-end solution
based company specialized in designing, manufacturing and
commercializing applicable wireless based technologies delivering
to the oil and gas industry.  


*Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-----------------------------------------------------------
Recent Chapter 11 cases filed with assets and liabilities below
$1,000,000:

In Re Richard Lee Hoegeman
   Bankr. S.D. Ind. Case No. 08-04579
      Chapter 11 Petition filed April 22, 2008
         See http://bankrupt.com/misc/insb08-04579.pdf

In Re Clifford J. Sands
   Bankr. M.D. Fla. Case No. 08-02312
      Chapter 11 Petition filed April 25, 2008
         See http://bankrupt.com/misc/flmb08-02312.pdf

In Re Steven Leo Strasser
   Bankr. D. Ariz. Case No. 08-05906
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/azb08-05906.pdf

In Re 5630 Gentilly Road, LLC
   Bankr. E.D. La. Case No. 08-11124
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/laeb08-11124.pdf

In Re White Bear Mechanical, Inc.
   Bankr. D. Minn. Case No. 08-32441
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/mnb08-32441.pdf

In Re Goen Technologies Corp.
   Bankr. D. N.J. Case No. 08-19499
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/njb08-19499.pdf

In Re Winfuel, Inc.
   Bankr. D. N.J. Case No. 08-19502
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/njb08-19502.pdf

In Re Trimspa, Inc.
   Bankr. D. N.J. Case No. 08-19504
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/njb08-19504.pdf

In Re Vitamerica Corp.
   Bankr. D. N.J. Case No. 08-19509
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/njb08-19509.pdf

In Re DJM Equities, Ltd.
   Bankr. S.D. Ohio Case No. 08-54772
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/ohsb08-54772.pdf

In Re Diosdado Milete Feliciano
   Bankr. D. P.R. Case No. 08-03226
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/prb08-03226.pdf

In Re 800 Chestnut Ridge Associates, LLC
   Bankr. S.D. N.Y. Case No. 08-22722
      Chapter 11 Petition filed May 21, 2008
         Filed as Pro Se

In Re Jere R. Young
      dba Jere Young & Co.
   Bankr. M.D. Tenn. Case No. 08-04319
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/tnmb08-04319.pdf

In Re ABBsolutely Green, Inc.
      dba ShapeXpress
   Bankr. N.D. Tex. Case No. 08-32426
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/txnb08-32426.pdf

In Re Austin Home Medical Equipment, Inc.
   Bankr. W.D. Tex. Case No. 08-10927
      Chapter 11 Petition filed May 21, 2008
         See http://bankrupt.com/misc/txwb08-10927.pdf

In Re East Valley Therapeutic Massage & Bodyworks, LLC
   Bankr. D. Ariz. Case No. 08-05990
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/azb08-05990.pdf

In Re Perk's Enterprises, LP
   Bankr. S.D. Ind. Case No. 08-06024
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/insb08-06024.pdf

In Re Insitu Technologies, Inc.
   Bankr. D. Minn. Case No. 08-32471
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/mnb08-32471.pdf

In Re KMI Waste Management, Inc.
   Bankr. D. Minn. Case No. 08-42529
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/mnb08-42529.pdf

In Re Miracle Christian International Life Center
   Bankr. E.D. N.C. Case No. 08-03474
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/nceb08-03474.pdf

In Re Alexia Crawford Retail-Tysons Corner, LLC
      dba Laila Rowe
   Bankr. D. N.J. Case No. 08-19585
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/njb08-19585.pdf

In Re Interiors By H&H
   Bankr. S.D. N.Y. Case No. 08-11913
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/nysb08-11913.pdf

In Re Norene S. Fleming
   Bankr. D. Md. Case No. 08-16944
      Chapter 11 Petition filed May 22, 2008
         Filed as Pro Se

In Re Troy Lamar Johnson
   Bankr. C.D. Calif. Case No. 08-17104
      Chapter 11 Petition filed May 22, 2008
         Filed as Pro Se

In Re Caulk-It, LLC
   Bankr. W.D. Va. Case No. 08-70927
      Chapter 11 Petition filed May 22, 2008
         See http://bankrupt.com/misc/vaeb08-70927.pdf

In Re Spectrum Environmental Solutions, Inc.
   Bankr. S.D. Calif. Case No. 08-04401
      Chapter 11 Petition filed May 23, 2008
         See http://bankrupt.com/misc/casb08-04401.pdf

In Re Robert Dean Moore
      dba Moore Agency
      dba LoMo Cattle, LLC
      dba Moore Cattle
      dba Roc Rod, LLC
   Bankr. D. Kansas Case No. 08-11189
      Chapter 11 Petition filed May 23, 2008
         See http://bankrupt.com/misc/ksb08-11189.pdf

In Re Helen's Restaurant, Inc.
   Bankr. D. Mass. Case No. 08-13759
      Chapter 11 Petition filed May 23, 2008
         See http://bankrupt.com/misc/mab08-13759.pdf

In Re Oppy Construction, Inc.
      aka Norene F. Waddell
   Bankr. W.D. Penn. Case No. 08-70559
      Chapter 11 Petition filed May 23, 2008
         See http://bankrupt.com/misc/pawb08-70559.pdf

In Re Maiden Lane Partners, LLC
   Bankr. N.D. Calif. Case No. 08-42590
      Chapter 11 Petition filed May 23, 2008
         Filed as Pro Se

In Re Mark D. Stoeckel MD, PA
      dba Town Center Family Center
   Bankr. W.D. Tex. Case No. 08-10935
      Chapter 11 Petition filed May 23, 2008
         See http://bankrupt.com/misc/txwb08-10935.pdf

In Re Simplicity Homes, Inc.
   Bankr. W.D. Wash. Case No. 08-13142
      Chapter 11 Petition filed May 23, 2008
         See http://bankrupt.com/misc/wawb08-13142.pdf

In Re Quality Rentals II, LLC
   Bankr. E.D. Mich. Case No. 08-32167
      Chapter 11 Petition filed May 24, 2008
         See http://bankrupt.com/misc/mieb08-32167.pdf

In Re RNR Properties North, LLC
   Bankr. E.D. Mich. Case No. 08-32168
      Chapter 11 Petition filed May 24, 2008
         See http://bankrupt.com/misc/mieb08-32168.pdf

In Re Dessy, Inc.
      dba Distinctive Secure Door
   Bankr. D. Ariz. Case No. 08-06100
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/azb08-06100.pdf

In Re Structure Technologies, Inc.
   Bankr. D. Ariz. Case No. 08-06106
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/azb08-06106.pdf

In Re Micro Diversified Financing Services & C.
   Bankr. C.D. Calif. Case No. 08-17316
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/cacb08-17316.pdf

In Re The Clubhouse Grill, LLC
   Bankr. M.D. Fla. Case No. 08-02969
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/flmb08-02969.pdf

In Re Sugar Creek Racquet Club
      dba Tica Swim and Racquet Club
   Bankr. N.D. Ga. Case No. 08-21393
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/ganb08-21393.pdf

In Re R&E Warehouse, Inc.
      dba Zeus Furniture
   Bankr. N.D. Ill. Case No. 08-13399
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/ilnb08-13399.pdf

In Re Southwest Design Group, LLC
   Bankr. D. N.M. Case No. 08-11684
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/nmb08-11684.pdf

In Re Silver Sands R.V. Resort
   Bankr. D. Ariz. Case No. 08-06095
      Chapter 11 Petition filed May 27, 2008
         Filed as Pro Se

In Re Tracie C. Love Dividend 11, Inc.
      aka Dividend II Inc
   Bankr. C.D. Calif. Case No. 08-13443
      Chapter 11 Petition filed May 27, 2008
         Filed as Pro Se

In Re Tadesse Sisay
   Bankr. E.D. Va. Case No. 08-12979
      Chapter 11 Petition filed May 27, 2008
         Filed as Pro Se

In Re Gerald Hugh Holder
   Bankr. W.D. Tex. Case No. 08-10950
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/txwb08-10950.pdf

In Re Galeed Concrete Relationships, LLC
   Bankr. W.D. Wash. Case No. 08-13199
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/wawb08-13199.pdf

In Re C.A.N. Karampelas, LLC
      dba Colonial Restaurant
   Bankr. E.D. Wis. Case No. 08-25691
      Chapter 11 Petition filed May 27, 2008
         See http://bankrupt.com/misc/wieb08-25691.pdf

                             *********

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 ***