/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/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 ***