TCR_Public/080604.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Wednesday, June 4, 2008, Vol. 12, No. 132           

                             Headlines

A&B FUEL: Owners Slated to Face Creditors in Court Friday
ABACUS 2006-8: Moody's Cuts Notes Ratings, to Undertake Review
ABABUS 2006-9: Moody's Cuts A2 Rating on $23.4MM Notes to Ca
ABACUS 2006-12: Moody's Cuts A2 Rating on $44.9MM Notes to Ca
ABACUS 2006-15: Negative Factors Cue S&P to Chip Ratings to 'CC'

ABACUS 2006-HGS1: S&P Lowers Ratings on Six Note Classes to 'CC'
ACA ABS: Moody's Downgrades Ratings on Three Note Classes
ACA ABS: Moody's Downgrades Ratings on Eight Note Classes
ACTIVANT SOLUTIONS: S&P Holds 'B' Rating; Revises Outlook to Neg.
ACUSPHERE INC: Board Elects Not to Declare Quarterly Cash Dividend

ASARCO LLC: Objects to Philippe Casgrain's $30 Million Claim
ASARCO LLC: Grupo Mexico Challenges Sale of Assets to Vedanta
ASARCO LLC: Wants AlixPartners to Replace Trumbull as Claim Agent
AUTO UNDERWRITERS: March 31 Balance Sheet Upside-Down by $4.9MM
BANC OF AMERICA: Moody's Issues Rating Actions on 16 Note Classes

B&D FOOD: Schwartz Levitsky Expresses Going Concern Doubt
BCE INC: Allowed to Appeal Order Rejecting Privatization
BCI RENTAL: Case Summary & 20 Largest Unsecured Creditors
BEACH LANE: Eyya Realty to Request Lifting of Stay on June 12
BFC GENESEE: Moody's Downgrades Ratings on Five Classes of Notes

BILTMORE CDO: Moody's Downgrades Ratings of Six Classes of Notes
BLUE HERON FUNDING: Moody's to Review Ratings for Likely Cut
BLUE HERON FUNDING: Moody's Cuts A3 Rating on $85MM Notes to Ca
BLUE STONE: Files Schedules of Assets and Liabilities
BLUE STONE: Section 341(a) Meeting Scheduled for June 11

BONIFACIUS LIMITED: Moody's Cuts Ratings on Eight Classes of Notes
BRODERICK CDO: Moody's Cuts Ratings on Four Classes of Notes
BRUSHFIELD CDO: Moody's Junks Note Ratings, to Undertake Review
CAIRN MEZZ: Moody's Cuts Rating on $37.5MM Notes to Ca
CAIRN MEZZ: Poor Credit Quality Cues Moody's Rating Downgrades

CAIRN MEZZ: Moody's Cuts Ratings of Several Note Classes
CAPITAL BUILDERS: Tumbles Into Bankruptcy Citing Falling Sales
CARGO CONNECTION: March 31 Balance Sheet Upside-Down by $11.8MM
CARGO CONNECTION: Friedman Raises Going Concern Doubt
CHESTER DORSEY: Case Summary & Seven Largest Unsecured Creditors

COOKSON SPC: Moody's Junks Rating on $65MM Series 2007-10HGA Notes
COOKSON SPC: Moody's Junks Rating on $5MM Notes Due 2046
CORNERSTONE MINISTRIES: Can Hire Ultra Properties as Asset Broker
CORNERSTONE MINISTRIES: Has Until September 8 to File Ch. 11 Plan
DEN-MARK CONSTRUCTION: Gets 2nd Interim OK to Use Cash Collateral

DEN-MARK CONSTRUCTION: Relationship with Affiliates Questioned
DEN-MARK CONSTRUCTION: Files Schedules of Assets and Liabilities
DIANA ARAUJO: Voluntary Chapter 11 Petition
DICKERSON MEMORIAL HOSPITAL: Voluntary Chapter 11 Petition
DIXIE GROUP: S&P Withdraws Ratings at Company's Request

DLJ MORTGAGE: Moody's Issues Ratings Action on 4 Classes of Notes
DUKE FUNDING: Moody's Downgrades Ratings on Five Note Classes
ECO 2007-1: Moody's Downgrades Ratings on Five Note Classes
EDISON MISSION: Fitch Holds 'BB-' Issuer Default Rating
EMERALD CITY: Voluntary Chapter 11 Case Summary

EMERGENT CORP: Voluntary Chapter 11 Case Summary
ENVIRONMENTAL SERVICE: Stan Lee Expresses Going Concern Doubt
EVERGREEN USA: A.M. Best Lifts Ratngs on Better Operating Results
FLEXTRONICS INT'L: Fitch Holds Ratings; Changes Outlook to Stable
FORCE PROTECTION: Has Until Sept. 15 to Meet Nasdaq Criteria

FORT POINT: Moody's to Review Caa2 Notes Rating for Likely Cut
FTS GROUP: Posts $204,388 Net Loss in 2008 First Quarter
FREMONT GENERAL: Inks Forbearance Pact with Noteholder Tennenbaum
G8WAVE HOLDINGS: Sherb & Co. Raises Going Concern Doubt
GENOIL INC.: Posts C$3.4 Net Loss in 2008 1st Qtr. Ended March 31

GLOBE RE: Moody's Assigns '(P)B2' Rating on $15 Million Notes
GREEKTOWN CASINO: Wants to Hire Schafer & Weiner as Bankr. Counsel
GREEKTOWN CASINO: Wants to Employ Honigman as Special Counsel
GLOUCESTER STREET: Moody's Cuts Rating, to Undertake Review
GS MORTGAGE: Moody's Affirms Ratings of Series 2005-GG4 Certs.

HALCYON JETS: Rosenberg Rich Expresses Going Concern Doubt
HANCOCK FABRICS: Wants Ch. 11 Plan Filing Date Extended to June 30
HARRY'S LOBSTER: Wants $603,463 Taxes Filed By New Jersey Reduced
HEMOSOL CORP: Court Extends CCAA Stay Until August 15
HERBST GAMING: S&P Puts Default Rating on 8.125% Notes

HERITAGE HOMES: Case Summary & 19 Largest Unsecured Creditors
HOUSE OF EUROPE: Moody's Downgrades Class B Notes Rating to B1
HUBCO INC: Submits Schedules of Assets and Liabilities
I2 TELECOM: Completes Sale of $425,000 Notes and Stock Warrants
IGENE BIOTECH: McElravy Kinchen Raises Going Concern Doubt

IGNITION POINT: Defaults on Interest Payments of Debentures
INROB TECH: March 31 Balance Sheet Upside-Down by $546,973
IRON MOUNTAIN: S&P Puts 'B+' Rating on $300MM Subordinated Notes
IXIS ABS: Moody's Cuts Notes Ratings on Collateral Credit Erosion
KENT FUNDING: Moody's to Review Caa1 Rating on $325MM Notes

KLEROS PREFERRED: Moody's to Review Ca Rating on $80MM Notes
KLEROS PREFERRED: Moody's to Review Caa2 Rating on $1.8BB Notes
KLEROS PREFERRED: Moody's to Review Caa3 Rating for Likely Cut
KLEROS PREFERRED: Moody's Cuts Ratings on 10 Classes of Notes
LANDMARK II: S&P Places 'BB' Rating Under Negative CreditWatch

LEARNING CARE: S&P Assigns 'B' Corporate Credit Rating
LEHMAN BROTHERS: Denies Rumors of Liquidity Woes & Fed Loan Access
LENDER PROCESSING: S&P Assigns 'BB+' Corporate Credit Rating
LEXINGTON PRECISION: March 31 Balance Sheet Upside-Down by $37MM
LIBERTY TAX: Urges UnitHolders to Snub Peachtree Partners' Offer

LINENS N THINGS: Can Pay $1.5M as Bid Protection
LINENS N THINGS: Committee Wants to Retain Carl Marks as Advisor
LINENS N THINGS: Court Approves Protiviti as Advisors
LINENS N THINGS: Court Approves Michael Gries as CEO & CRO
LINENS 'N THINGS: Fitch Withdraws Junked and Default Ratings

LITHIUM TECHNOLOGY: Amper Politziner Raises Going Concern Doubt
MAGNITUDE INFO: March 31 Balance Sheet Upside-Down by $1,673,241
MARS CDO: Moody's Downgrades Ratings of 8 Classes of Notes
MARSHALL HOLDINGS: March 31 Balance Sheet Upside-Down by $2.4MM
MEDIA MEGA: Kempisty & Co Expresses Going Concern Doubt

MERCURY CDO: Moody's Downgrades Ratings to C on Two Note Classes
MEZEY HOWARTH: Posts $3,289,000 Net Loss in 2008 First Quarter
MI DEVELOPMENTS: Calls Special Meeting on Reorganization Proposal
MIDWEST GENERATION: Fitch Affirms 'BB' Issuer Default Rating
MISSION ENERGY: Fitch Affirms 'BB-' Issuer Default Rating

MONTAUK POINT CDO: Moody's Puts Junk Ratings Under Review
MULVERRY STREET CDO: Moody's Junks Rating on $5MM Class C Notes
MYSTIQUE ENERGY: Dec. 31 Balance Sheet Upside Down by $1.2MM
NBTY INC: To Acquire Leiner Health Assets for $230,000,000
NBTY INC: Leiner Health Agreement Won't Affect S&P's 'BB' Rating

NEONODE INC: Has Until June 30 to Comply with Nasdaq Criteria
NETTEL HOLDINGS: Kabani & Company Expresses Going Concern Doubt
NEXHORIZON COMMS: March 31 Balance Sheet Upside-Down by $2,695,158
NEXIA HOLDINGS: Hansen Barnett Expresses Going Concern Doubt
NJ RESTAURANT: Case Summary & Nine Largest Unsecured Creditors

NJM CAPITAL: Voluntary Chapter 11 Case Summary
NORTH SIDE HOSPITAL: Case Summary & 24 Largest Unsecured Creditors
NPS PHARMACEUTICALS: Terminates Senior VP Brian O'Callaghan
ORCHID STRUCTURED: Moody's to Review Caa2 Rating on $65MM Notes
OCTONION I: Moody's to Review Caa3 Rating on $22.25MM Notes

PACER HEALTH: March 31 Balance Sheet Upside-Down by $9,628,232
PAPPAS TELECASTING: Gets Initial Approval to Use Cash Collateral
PARADIGM MEDICAL: Chisholm Bierwolf Expresses Going Concern Doubt
PB 60: Case Summary & Largest Unsecured Creditor
PARAPET 2006: Moody's to Review Ba3 Rating on $127.5MM Notes

PARAGON CDO: Moody's Puts Ba1 Rating on $10MM Notes Under Review
PFF BANCORP: Bank Waives Secured Term Loan Payment Until June 16
PIERRE FOODS: In Covenant Default on Wachovia's Credit Facility
PINNACLE PEAK: Moody's Puts Ca Loan Rating Under Review
PINNACLE POINT FUNDING: Moody's Downgrades Notes Rating to Ca

PINETREE CDO: Moody's Puts Ratings on Review for Possible Cut
PIPER RESOURCES: Can't File March 31 Quarterly Financials on Time
PLASTECH ENGINEERED: Inks Settlement Pact with Fifth Third Bank
PLASTECH ENGINEERED: Treasury Dept. Won't Perform Set-off for Now
PLY GEM: S&P Affirms Ratings on Adequate Liquidity Position

POINT PLEASANT: Moody's Cuts Notes Rating, to Undertake Review
PORT JACKSON: Moody's Cuts Notes Rating, to Undertake Review
PREMD INC: Receives AMEX Delisting Notice & Evaluates Options
PRESIDENT HOMES: Case Summary & 20 Largest Unsecured Creditors
RESERVOIR FUNDING: Moody's Slashes A3 Rating to Ca on $3MM Notes

ROTONDA PROJECT: Case Summary & 13 Largest Unsecured Creditors
ROBECO HIGH GRADE: Moody's to Review Ratings for Likely Downgrade
SCIENTIFIC GAMES: S&P Lifts Sub Debt Rating to BB- from B+
SHAPES/ARCH HOLDINGS: Court Approves Cozen O'Connor as Counsel
SHAPES/ARCH HOLDINGS: Hires Phoenix Mng't as Restructuring Advisor

SHAPES/ARCH HOLDINGS: Can Hire Steven & Lee as Conflicts Counsel
SHAPES/ARCH HOLDINGS: Get Court's OK to Hire Epiq as Claims Agent
SHERWOOD II: Moody's to Review Ratings for Likely Downgrade
SILICON MOUNTAIN: Hein & Associates Expresses Going Concern Doubt
SOLSTICE ABS: Moody's Cuts Notes Ratings, to Undertake Review

SOTER 2007-CRN2: Moody's to Review Ba1 Rating on $100MM Notes
SOUTH WIN: Case Summary & 20 Largest Unsecured Creditors
SOUTHPOINTE EXPANSION: Voluntary Chapter 11 Petition
SOUTHWINDS MFG: Case Summary & 20 Largest Unsecured Creditors
SPECTRUM BRANDS: C. Brizius and S. Schoen Resign from Board

SPRINGDALE CDO: Moody's Cuts Ratings on Five Classes of Notes
STOCKTON CDO: Moody's Downgrades Ratings of Several Note Classes
SUNRISE CDO: Moody's Cuts Ratings on Two Classes of Notes
TABS 2004-1: Moody's Cuts A3 Rating on $3MM Notes to Ca
TAHOMA CDO: Moody's Cuts Ratings on Five Classes of Notes

TAHOMA CDO: Moody's Cuts Ratings on Six Classes of Notes
TEKNI-PLEX INC: Consummates Terms of Restructuring Agreement
TENET HEALTHCARE: Selling Three Hospitals to Prime Healthcare
THORNBURG MORTGAGE: Price Infraction Cues NYSE to Delist Stocks
THORNBURG MORTGAGE: To Finish Analyses Before Filing 10-Q Report

TIERRA ALTA: Moody's Junks Rating on $27.9MM Floating Rate Notes
TPF GENERATION: S&P Puts $1.15BB BB- Note Rating Under Pos. Watch
TRAINER WORTHAM: Moody's to Review Ba1 Rating on $11MM Notes
TRANSMERIDIAN EXPLORATION: Gets AMEX Listing Noncompliance Notice
TROPICANA ENT: Chapter 11 Filing Slows $190MM Sale of Casino Aztar

TROPICANA ENT: Court OKs Noteholders' Pre-Trial Scheduling Order
TROPICANA ENT: Bankruptcy Filing Cues S&P to Withdraw Ratings
UBS AG AMPST 2007-1: Moody's to Review B3 Rating on $20MM Notes
UNBRIDLED ENERGY: Posts C$923,187 Net Loss in 2008 First Quarter
UNI-MARTS LLC: Secures $3,500,000 DIP Loan from SC Capital

UNITY WIRELESS: KPMG LLP Expresses Going Concern Doubt
VALAIS RE: A.M. Best Assigns 'bb' Rating on $64MM S. 2008-1 Notes
VALLEJO CITY: Unions Want Time to Decide on City's Eligibility
VERDE CDO: Moody's Slashes Ratings on Five Classes of Notes
VERTICAL ABS: Moody's Cuts Ratings on 2047 SFR Notes to B1

VERTICAL ABS: Moody's Downgrades Ratings on 10 Classes of Notes
VITAL LIVING: March 31 Balance Sheet Upside-Down by $3,437,342
WACHOVIA BANK TRUST: Moody's Cuts Rating on $33.96MM Cert. to B3
WATERFALL GALLERY: Case Summary & Four Largest Unsecured Creditors
WEBSTER CDO: Moody's Downgrades Ratings on 10 Classes of Notes

WESCORP ENERGY: Dale Matheson Expresses Going Concern Doubt
WEST TRADE: Moody's Cuts Ratings on Nine Classes of Notes
WROPHAS MEEKS: Case Summary & Five Largest Unsecured Creditors
WEST TRADE: Moody's Junks Rating on $60MM Floating Rate Notes
XIOM CORP: March 31 Balance Sheet Upside-Down by $354,127

* Upcoming Meetings, Conferences and Seminars

                             *********

A&B FUEL: Owners Slated to Face Creditors in Court Friday
---------------------------------------------------------
Arthur and Beverly Baio, owners of defunct oil-delivery business
A&B Fuel, are scheduled to face creditors at a meeting on Friday
in the U.S. Bankruptcy Court for the Eastern District of
Pennsylvania, The Scranton (Pa.) Times Tribune reports.

Staff writer Jessica Durkin says it is not clear whether the Baios
will attend the meeting or if they will be represented solely by
their attorneys.

Ms. Durkin also reports that officials with the state attorney
general's office are waiting to proceed with a consumer protection
lawsuit, filed in Wayne County in January 2008, which may go
forward after resolution of the bankruptcy petitions.  Ms. Durkin
says officials sent a letter May 27 to nearly 1,000 customers
affected by A&B Fuel's closure to update them on the case.

According to Ms. Durkin, the Baios abruptly closed their home
heating oil and propane business in Gouldsboro on Dec. 28.  Three
days later, the report continues, they filed for Chapter 7
bankruptcy protection for Country Craftsman Builders Inc. and All
County Petroleum Management Inc. -- the two businesses under which
A&B Fuel operated.

The Baios also commenced a Chapter 13 personal bankruptcy filing
Jan. 22.  According to Ms. Durkin, the scope of their assets and
liabilities will remain unclear until they file those details,
which is expected this week.

"It's still too early to give a number," Ms. Durkin quotes Mark
Conway, Esq., the Chapter 7 bankruptcy trustee for the Baios and
their two companies, as saying.

Mr. Conway, the report says, is in the process of selling all of
A&B Fuel's property.  An auction at the former A&B Fuel offices is
tentatively scheduled July 12, according to the report.

Mr. Conway, the report adds, objected to a move by the Baios to
convert their personal bankruptcy to Chapter 11 status.


ABACUS 2006-8: Moody's Cuts Notes Ratings, to Undertake Review
--------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2006-8, LTD.:

Class Description: $50,000,000 Class A-1 Floating Rate Notes, Due
2045

Prior Rating: Aa3, on review for possible downgrade

Current Rating: Baa3, on review for possible downgrade

Class Description: $35,000,000 Class A-2 Floating Rate Notes, Due
2045

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ba3, on review for possible downgrade

Class Description: $27,500,000 Class A-3 Floating Rate Notes, Due
2046

Prior Rating: Ba1, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: $20,000,000 Class B Floating Rate Notes, Due
2046

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $32,500,000 Class C Floating Rate Notes, Due
2046

Prior Rating: Ba3, on review for possible downgrade

Current Rating: Ca

Class Description: $4,000,000 Class D Floating Rate Notes, Due
2045

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

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


ABABUS 2006-9: Moody's Cuts A2 Rating on $23.4MM Notes to Ca
------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2006-9, Ltd.:

Class Description: $25,000,000 Class A-1 Variable Rate Notes Due
2041

Prior Rating: Aaa

Current Rating: Ba3, on review for possible downgrade

Class Description: $40,625,000 Class A-2 Variable Rate Notes Due
2041

Prior Rating: Aaa

Current Rating: B1, on review for possible downgrade

Class Description: $35,937,500 Class B Variable Rate Notes Due
2041

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $23,437,500 Class C Variable Rate Notes Due
2041

Prior Rating: A2

Current Rating: Ca

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of the underlying portfolio,
which consists of structure finance securities.


ABACUS 2006-12: Moody's Cuts A2 Rating on $44.9MM Notes to Ca
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ABACUS 2006-12, LTD.;

Class Description: $95,000,000 Class A-1 Floating Rate Notes Due
2038

Prior Rating: Aa2, on review for possible downgrade

Current Rating B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $44,900,000 Class A-2 Floating Rate Notes Due
2038

Prior Rating: A2, on review for possible downgrade

Current Rating: Ca

Class Description: $20,100,000 Class B Floating Rate Notes Due
2038

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: $37,500,000 Class C Floating Rate Notes Due
2038

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ca

Class Description: $8,750,000 Class D Floating Rate Notes Due 2038

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ABACUS 2006-15: Negative Factors Cue S&P to Chip Ratings to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-2, A-3, B Series 1, B Series 2, C Series 1, and C Series 2
notes issued by ABACUS 2006-15 Ltd., a synthetic collateralized
debt obligation of asset-backed securities transaction.
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since S&P
last downgraded them in February 2008.  S&P have received
notifications of implied write-downs of underlying reference
entities in the past few months that have affected the credit
enhancement available to the affected classes, and which have an
impact on the ultimate principal payment of these classes.
        

                          Ratings Lowered
   
                        ABACUS 2006-15 Ltd.

                                    Rating
                                    ------
                   Class        To           From
                   -----        --           ----
                   A-2          CC           CCC-
                   A-3          CC           CCC-
                   B Series 1   CC           CCC-
                   B Series 2   CC           CCC-
                   C Series 1   CC           CCC-
                   C Series 2   CC           CCC-
    
                     Other Outstanding Ratings
    
                         ABACUS 2006-15 Ltd.

                         Class        Rating
                         -----        ------
                         D Series 1   CC
                         D Series 2   CC


ABACUS 2006-HGS1: S&P Lowers Ratings on Six Note Classes to 'CC'
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1, A-2, B, C, D, and E notes issued by ABACUS 2006-HGS1
Ltd., a synthetic collateralized debt obligation of CDO
transaction.  At the same time, S&P withdrew its 'BB+' rating on
the class AMSS notes following a partial optional redemption.
     
The lowered ratings reflect factors that have negatively affected
the credit enhancement available to support the notes since S&P
last lowered the ratings in May 2008.  Standard & Poor's received
notifications of implied write-downs of the underlying reference
entities in the past few months that have affected the credit
enhancement available to support the classes, which will affect
the ultimate principal payment of the affected classes.

         
                          Ratings Lowered
   
                        ABACUS 2006-HGS1 Ltd.

                                  Rating
                                  ------
                       Class  To           From
                       -----  --           ----
                       A-1    CC           B
                       A-2    CC           CCC
                       B      CC           CCC-
                       C      CC           CCC-
                       D      CC           CCC-
                       E      CC           CCC-

                          Rating Withdrawn

                        ABACUS 2006-HGS1 Ltd.

                                     Rating
                                     ------
                    Class        To           From
                    -----        --           ----
                    AMSS         NR           BB+

                     Other Outstanding Rating
    
                       ABACUS 2006-HGS1 Ltd.

                       Class        Rating
                       -----        ------
                       F            CC

                         NR -- Not rated.


ACA ABS: Moody's Downgrades Ratings on Three Note Classes
---------------------------------------------------------
Moody's Investors Service has downgraded the ratings of three
classes of notes issued by ACA ABS 2006-1, Ltd., and left on
review for possible further downgrade rating of one of these
classes of notes as:

Class Description: $450,000,000 Class A-1LA Floating Rate Notes
Due June 2041

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

Class Description: $105,000,000 Class A-1LB Floating Rate Notes
Due June 2041

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

Class Description: $80,000,000 Class A-2L Deferrable Floating Rate
Notes Due June 2041

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

ACA ABS 2006-1 Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
March 5, 2008 the transaction experienced an event of default
caused by a failure of the Senior Class A Overcollateralization
Ratio to be greater than or equal to the required amount set forth
in Section 5.1(h) of the Indenture dated April 27, 2006.  That
event of default is continuing.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of Class A-1LA
Notes issued by ACA ABS 2006-1, Ltd is on review for possible
further action.


ACA ABS: Moody's Downgrades Ratings on Eight Note Classes
---------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
ACA ABS 2007-3, Limited.

Class Description: $7,000,000 Class X Floating Rate Notes Due
August 2013

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $175,000,000 Class A-1LA Floating Rate Notes
Due May 2047

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

Class Description: $96,000,000 Class A-1LB Floating Rate Notes Due
May 2047

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

Class Description: $6,000,000 Class A-3L Floating Rate Notes Due
May 2047

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

Class Description: $7,000,000 Class A-4L Floating Rate Notes Due
May 2047

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

Class Description: $6,000,000 Class A-5L Floating Rate Notes Due
May 2047

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

Class Description: $5,500,000 Class B-1L Floating Rate Notes Due
May 2047

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

Class Description: $5,000,000 Class B-2L Floating Rate Notes Due
May 2047

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.



ACTIVANT SOLUTIONS: S&P Holds 'B' Rating; Revises Outlook to Neg.
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook on
Livermore, California-based Activant Solutions Inc.'s corporate
credit rating to negative from stable.  At the same time, Standard
& Poor's affirmed its 'B' CCR on the company.
     
"The outlook revision reflects our expectation that Activant's
performance through the remainder of calendar year 2008 will be
weaker than anticipated, primarily due to softening in the
company's main customer verticals, emanating from a slowdown in
the broader economy," said Standard & Poor's credit analyst Clay
Ching.  "As a result, we also believe the company's total leverage
covenant cushion to be relatively tight, particularly in light of
a step-down that will occur in the quarter ending Sept. 30, 2008."
     
Activant generated revenues of about $425 million through the 12-
month period ended March 31, 2008, compared with $393 million in
the prior year.  However, the increase in revenues is solely
attributable to acquisition-related sales in Activant's wholesale
distribution segment, stemming from two purchases made in May and
August 2007.  Excluding acquisition-related sales, all three of
the company's primary segments had moderately declining sales over
the past two consecutive quarters, largely due to broader economic
weakness.  While Activant has thus far managed operating expenses
to mitigate some of the pressure to its top line, operating
margins have nevertheless exhibited a slight downward trajectory
over the last four consecutive quarters to the lower end of the
mid-20% area.

As of March 31, 2008, total operating lease-adjusted debt to
EBITDA was 6.6x.  As of March 31, 2008, Activant held
approximately $50 million of cash on its balance sheet and had
roughly $20 million available under its $40 million revolving
credit facility.

Activant is a leading provider of business management software and
solutions to the following vertical markets: retail hardlines and
lumber, wholesale distribution, and automotive parts.


ACUSPHERE INC: Board Elects Not to Declare Quarterly Cash Dividend
------------------------------------------------------------------
The Board of Directors of Acusphere Inc. elected not to declare a
quarterly cash dividend of $0.8125 per share on its 6.5%
convertible exchangeable preferred stock that was otherwise
payable on June 1.

In February 2005, Acusphere issued 900,000 shares of its Preferred
Stock in a public offering.  As of May 29, 2008, 650,000 of these
shares of Preferred Stock remained outstanding.  The Preferred
Stock accrues a cumulative dividend at the annual rate of $3.25
per share, payable quarterly on the first day of March, June,
September and December, as declared by the company's board of
directors out of funds legally available therefor.

This is the second quarterly dividend that has not been declared
and paid on the Preferred Stock.  Under the terms of the Preferred
Stock, the holders thereof shall be entitled to vote as a separate
class to elect two directors if the Company has not paid the
equivalent of six or more quarterly dividends, whether or not
consecutive.  These voting rights will continue until the company
pays the full accrued but unpaid dividends on the Preferred Stock.

Based in Watertown, Massachussets, Acusphere, Inc. (NasdaqGM:ACUS)
-- http://www.acusphere.com/-- a specialty pharmaceutical  
company, develops new drugs and formulations of existing drugs
using its proprietary porous microparticle technology in the
United States.  Its porous microparticle technology enables to
control the size and porosity of particles, including
nanoparticles and microparticles.  The company develops products
in the areas of cardiology, oncology, and asthma.  Its lead
product candidate Imagify, a cardiovascular drug, is in Phase 3
clinical development for the detection of coronary artery disease.  
The company's products also include AI-850, a Phase 1 clinical
trial completed product candidate that utilizes hydrophobic drug
delivery system to improve the dissolution rate of a cancer drug;
AI-128, a Phase 1 clinical study completed formulation of asthma
drug.  Acusphere was founded in 1993.

                           *     *     *

Deloitte & Touche LLP in Boston raised substantial doubt about the
ability of Acusphere, Inc., to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the company's recurring
losses from operations, negative cash flows from operations, and
the projected funding needed to sustain its operations.



ASARCO LLC: Objects to Philippe Casgrain's $30 Million Claim
------------------------------------------------------------
ASARCO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court
for the Southern District of Texas to deny in its entirety the
$30,000,000 general unsecured claim filed by Philippe Casgrain on
March 14, 2007.

Jack L. Kinzie, Esq., at Baker Botts L.L.P, in Dallas, Texas,
tells the Court that Mr. Casgrain alleges in the memorandum
attached to the Claim that "[t]his is an action requiring
defendants to account for $30,000,000 U.S. held by it in Bermuda
for the benefit of Plaintiff 2858-0702 Quebec Inc., by a company
called Geominerals and to be used to indemnify plaintiff against
asbestos' claims."  Mr. Kinzie adds that Mr. Casgrain also
attached a document appearing to be a foreign court pleading.  
However, Mr. Kinzie says the document is in French and is
indecipherable to the Debtors on its face.  Moreover, the
document is not properly authenticated in accordance with Rule
44(a)(2) of the Federal Rules of Civil Procedure.

Mr. Kinzie says the memorandum and attached document provide no
information to allow a determination of whether the Claim is
valid.  He says Quebec Inc. has not filed a claim in the Debtors'
bankruptcy cases.  

Moreover, Mr. Kinzie asserts that the Debtors are not liable to
the Claim in any amount.  The Claim was filed on March 14, 2007,
more than seven months after the August 1, 2006 Bar Date
established by the Court.

Mr. Kinzie adds that no legal relationship exists between Mr.
Casgrain and the Debtors that would allow Mr. Casgrain to assert
a right to an accounting.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
--        
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).d


ASARCO LLC: Grupo Mexico Challenges Sale of Assets to Vedanta
-------------------------------------------------------------
Grupo Mexico S.A.B. de C.V., the parent of ASARCO LLC and its
debtor-affiliates, said it will do "absolutely everything" in its
power to block the sale of ASARCO LLC's assets to Vedanta
Resources Plc's India-based subsidiary Sterlite Industries (India)
Ltd., Reuters quoted ASARCO's parent company as saying.

Sterlite Industries won as the stalking horse bidder for
ASARCO LLC's assets after offering $2,600,000,000 for ASARCO's
assets.  Vedanta outbid three other interested buyers including
ASARCO's 100% equity holder, Grupo Mexico S.A.B. de C.V.

The acquisition will be financed through a mix of debt and
existing cash reserves, Sterlite said in a public statement.  
Assets included in the sale are three open-pit copper mines and a
copper smelter in Arizona, a copper refinery, rod and cake plant,
and precious metal plants in Texas.

Sterlite will assume ASARCO's operating liabilities but will not
assume legacy liabilities for asbestos and environmental claims
for ceased operations.  In March 2007, ASARCO estimated that its
asbestos liabilities range from $242,100,000 to $446,900,000.  
ASARCO also estimated that its environmental liabilities total
more than $6,000,000,000 as of February 2007.

                      Grupo Mexico Undaunted

Grupo Mexico said it wanted to challenge the sale, saying that "it
was denied key information that would have allowed it to properly
value ASARCO," and that it is "willing to drag on the legal
battle."

"[I]t's unfair that Grupo Mexico must bid for a company it
already owns," Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, on behalf of Grupo Mexico, told Bloomberg News.

To recall, Grupo Mexico submitted a plan of reorganization for
ASARCO on April 30, 2008, which contemplates full claims payment
to ASARCO's creditors.

In response, ASARCO's counsel, Jack Kinzie, Esq., at Baker Botts
L.L.P., said "Grupo Mexico's repayment promise wasn't backed with
cash so is worth less than the stalking horse bid," according to
Bloomberg.  Mr. Despins retorted, asserting that Grupo Mexico is
willing to put a $500,000,000 deposit toward paying whatever
claims Judge Richard Schmidt decides are legitimate, Bloomberg
said.

Days after the May 12 commencement of the auction process, Grupo
Mexico, through its subsidiary, Asarco Incorporated, wanted to
compel ASARCO LLC, Robert Pate as the Future Claims
Representative, the U.S. Department of Justice, the Official
Committee of Unsecured Creditors of the Asbestos Subsidiary
Committee, and the creditor constituents, including the United
Steelworkers Union, to produce documents relative to the bid
procedures in connection with ASARCO LLC's Chapter 11 Plan Sponsor
selection process.

The requested documents include all documents concerning the
Successful Bidder, the bid and offers submitted by Grupo Mexico,
the award of a break-up fee to the Successful Bidder, the
consideration of all bids, the yield to ASARCO LLC's stakeholders
of the sale of substantially all of the company's assets pursuant
to the final bid of the Bidder, and the yield to ASARCO LLC's
stakeholders pursuant to the terms of Grupo Mexico's Bid.

ASARCO LLC, the FCR, and the Asbestos Committee objected to
Asarco Inc.'s motion to compel, asserting that Asarco Inc.'s
document request combined with its public opposition to the
entire plan process reveals its purpose to disrupt the plan
sponsor selection process and chill the bidding to ensure that
Asarco Inc. is the winning plan sponsor.  "The production of most
of the documents sought from the DOJ, the FCR, and the Asbestos
Committee would negatively impact the value of the Debtors'
estate," ASARCO LLC said.

The deal is still subject to the approval of the U.S. Bankruptcy
Court for the Southern District of Texas.  The Court will convene
a hearing on June 12 and 13, 2008, to consider approval of
Vedanta's bid.  To top the stalking horse bid, an interested
bidder will have to offer at least $75,000,000 more than the
stalking horse's purchase price, Bloomberg News said.

Debtwire.com previously said that a vigorous bidding process for
ASARCO could yield valuations as high as seven times the company's
$584,000,000 EBITDA, garnering a price of about $4,100,000,000.

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
--        
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ASARCO LLC: Wants AlixPartners to Replace Trumbull as Claim Agent
-----------------------------------------------------------------
ASARCO LLC and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Southern District of Texas to employ
AlixPartners LLP as its claims, noticing and balloting agent
effective as of April 21, 2008.

James R. Prince, Esq., at Baker Botts, L.L.P, in Dallas, Texas,
informs the Court that ASARCO's need to employ AlixPartners stems
from Wells Fargo Bank's withdrawal from the bankruptcy market
administration on April 8, 2008.  Wells Fargo is the parent of
Trumbull Group, LLC, ASARCO's official claims, noticing and
balloting agent.  Trumbull's withdrawal prompted ASARCO to
solicit bids from claims, noticing and balloting agents to
replace Trumbull from which AlixPartners was selected by the
Debtors.

In late 2007, the Debtors and AlixPartners entered into an
agreement for AlixPartners to provide certain financial advisory
and consulting services for the Debtors, including evaluating
proofs of claim, analyzing claims and preparing a report
evaluating overall liability and claims exposure.  

ASARCO has chosen AlixPartners to replace Trumbull as claims,
noticing and balloting agent because AlixPartners has:

   -- already performed substantial services for ASARCO and is
      familiar with the Debtors, their business, the key parties
      in their Chapter 11 cases and the types of claims being
      asserted against the Debtors;

   -- experience working with Trumbull claims database;

   -- provided a competitive proposal for claims, noticing and
      balloting agent services and has agreed to waive certain
      charges in connection with the transfer of the services
      from Trumbull to AlixPartners; and
  
   -- AlixPartners is well-positioned to provide the services,
      has extensive experience in this area and has handled a
      number of other large bankruptcy cases.

As claims, noticing and balloting agent, AlixPartners will:

   (a) serve as notice agent to mail notices to certain of the
       estates' creditors and other parties-in-interest;

   (b) provide computerized claims, objection and balloting
       database services; and

   (c) provide expertise, consultation and assistance in
       connection with claim and ballot processing and the
       dissemination of other administrative information related
       to the Debtors and their Chapter 11 cases.

For its services, ASARCO will pay AlixPartners based on its
hourly rates:

   Professional                    Hourly Rates
   ------------                    ------------
   Administrative Support          $55
   Data Specialist                 $65 to $80
   Assistant Case Manager          $85
   Case Manager                    $100 to $125
   Automation Consultant           $140
   Senior Automation Consultant    $155 to $175
   Operations Manager              $100 to $165
   Consultant                      $210
   
Meade Monger, managing director at AlixPartners, LLP, assures the
Court that his firm does not have any interest adverse to ASARCO
or its estates, and is a "disinterested person" as the term is
defined in Section 101(14) of the U.S. Bankruptcy Code, modified
by Section 1107(b).

                          About ASARCO

Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/
--        
is an integrated copper mining, smelting and refining company.
Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent.  The
Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr.
S.D. Tex. Case No. 05-21207).  James R. Prince, Esq., Jack L.
Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P.,
and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and
Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C.,
represent the Debtor in its restructuring efforts.  Lehman
Brothers Inc. provides ASARCO with financial advisory services
And investment banking services.  Paul M. Singer, Esq., James C.
McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give
legal advice to the Official Committee of Unsecured Creditors and
David J. Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since April 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-
21346) also filed for chapter 11 protection, and ASARCO has asked
that the three subsidiary cases be jointly administered with its
chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case was
converted to a Chapter 7 liquidation proceeding.  The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee.

ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC,
and ASARCO Exploration Company Inc., filed for Chapter 11
protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to
06-20776).

ASARCO and its debtor affiliates are scheduled to file a plan of
reorganization on June 10, 2008.  (ASARCO Bankruptcy News, Issue
No. 73; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


AUTO UNDERWRITERS: March 31 Balance Sheet Upside-Down by $4.9MM
---------------------------------------------------------------
Auto Underwriters of America Inc.'s consolidated balance sheet at
March 31, 2008, showed $16,150,630 in total assets and $21,073,001
in total liabilities, resulting in a $4,922,371 total
stockholders' deficit.

The company reported net income of $35,829, on sales of
$7,219,449, for the third quarter ended March 31, 2008, compared
with a net loss of $877,285, on sales of $3,557,413, in the same
period ended March 31, 2007.

Total sales increased $3,662,036 for the three month period ended
March 31, 2008, compared to the corresponding prior period
principally as a result of the company using its newly acquired
floor plan facility and the direct inventory purchasing program
with area wholesalers.  The increased inventory has resulted in
increased sales.

                        Nine Month Results

Total sales increased to $13,371,455 for the nine month period
ended March 31, 2008, compared to $6,229,008 for the corresponding
prior period principally as a result of a the use of the floor
plan and the direct wholesale inventory purchase program which
allowed the company to purchase more vehicles for sale.

Net loss was $2,823,786 during the nine months ended March 31,
2008, compared with a net loss of $3,341,254 in the same period
ended March 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d37

                       Going Concern Doubt

Clancy and Co., P.L.L.C., in Phoenix, Arizona, expressed
substantial doubt about Auto Underwriters of America Inc.'s
financial statements for the year ended June 30, 2007.  The
auditing firm pointed to the company's recurring losses from
operations and significant working capital deficiency.

Auto Underwriters has incurred recurring losses from operations in
2007 and 2006 and has an accumulated deficit of $20,844,244 as of
March 31, 2008.

                    About Auto Underwriters

Based in San Jose, Calif., Auto Underwriters of America Inc.
(OTC: ADWT) -- http://www.autounderwriters.com/-- is engaged in   
the sale and financing of used vehicles to credit impaired
borrowers.  It also provides automobile financing to the non-prime
consumer market through the purchase and servicing of contracts
originated by pre-approved automobile dealers.


BANC OF AMERICA: Moody's Issues Rating Actions on 16 Note Classes
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of three classes
and affirmed the ratings of 13 classes of Banc of America
Commercial Mortgage Inc., Commercial Mortgage Pass-Through
Certificates, Series 2002-PB2 as:

  -- Class A-2, $25,260,017, affirmed at Aaa
  -- Class A-3, $90,950,559, affirmed at Aaa
  -- Class A-4, $545,000,000, affirmed at Aaa
  -- Class XC, Notional, affirmed at Aaa
  -- Class XP, Notional, affirmed at Aaa
  -- Class B, $50,594,789, affirmed at Aaa
  -- Class C, $16,864,930, upgraded to Aaa from Aa1
  -- Class D, $14,054,108, upgraded to Aa2 from Aa3
  -- Class E, $19,675,751, upgraded to A1 from A2
  -- Class F, $11,243,286, affirmed at A3
  -- Class G, $14,054,108, affirmed at Baa1
  -- Class H, $16,864,930, affirmed at Baa2
  -- Class J, $14,054,108, affirmed at Baa3
  -- Class K, $16,864,930, affirmed at Ba1
  -- Class L, $19,675,751, affirmed at Ba3
  -- Class M, $8,432,465, affirmed at B1

Moody's is upgrading Classes C, D and E due to increased
defeasance and credit support and overall stable pool performance.

As of the May 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 20.2%
to $897.2 million from $1.1 billion at securitization.  The
Certificates are collateralized by 102 loans ranging in size from
less than 1.0% to 8.5% of the pool, with the 10 largest loans
representing 40.5% of the pool.  The pool includes one loan with
an investment grade underlying rating, representing 4.7% of the
pool.  Twenty-three loans, representing 22.7% of the pool, have
defeased and are secured by U.S. Government securities.

Seven loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $17.0 million.  Currently
there are no loans in special servicing.  Twenty-three loans,
representing 19.1% of the pool, are on the master servicer's
watchlist.  The watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association monthly reporting package.  As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.  Not all loans on the watchlist are
delinquent or have significant issues.

Moody's was provided with full year 2006 and partial or full year
2007 operating results for 98.8% and 85.2% of the pool,
respectively.  Moody's weighted average loan to value ratio for
the conduit component is 83.4% compared to 83.6% at Moody's last
full review in February 2007 and 89.8% at securitization.

The loan with an underlying rating is the Town Center East Loan
($41.91 million - 4.7%), which is secured by the fee interest in
six land parcels in Foster City, California.  The parcels are
located in Metro Center, a 100 acre mixed use development
containing office, retail, residential and hotel.  The parcels are
improved with 676,000 square feet of Class A office space and
98,700 square feet of retail space.  All of the parcels are
subject to long-term ground leases.  Moody's current underlying
rating is A2, the same as at last review.

The top three non-defeased conduit loans represent 16.4% of the
outstanding pool balance.  The largest conduit loan is the Regency
Square Mall Loan ($76.2 million - 8.5%), which is secured by the
borrower's interest in a 780,000 square foot regional mall located
in Richmond, Virginia.  At securitization this loan had an
investment grade underlying rating but is now treated as part of
the conduit component due to a decline in performance.  The center
is anchored by Macy's, which operates two stores, Sears and J.C.
Penney.  The property had been the dominant middle market mall
serving the Richmond MSA but its recent performance has been
impacted by competition from two high-end centers which have
opened since securitization.

As of February 2008, in-line occupancy was 100.0%, the same as at
last review.  However, despite the stable occupancy, rental rates
have declined since securitization in response to a competitive
retail environment and operating expenses have increased.  The
loan sponsor is Taubman Centers, Inc. Moody's LTV is 104.6%
compared to 101.2% at last review.

The second largest conduit loan is the MICC Adler Portfolio Loan
($40.7 million - 4.5%), which is secured by a portfolio of 15
buildings located within the Miami International Commerce Center
in Miami, Florida.  The portfolio totals 627,000 square feet and
consists of eight Class B office buildings, five
office/flex/warehouse properties and two single tenant retail
buildings.  The overall occupancy of the portfolio was 83.1% as of
January 2008 compared to 86.6% at last review and 91.6% at
securitization.  Property performance has been impacted by a
decline in revenues and increased operating expenses.  The loan
matures in September 2008.  Moody's LTV is 107.8% compared to
100.5% at last review.

The third largest conduit loan is the 84 William Street Loan
($30.7 million - 3.4%), which is secured by a 121-unit multifamily
property located in the Financial District of New York City.  The
property is used for student housing and is master leased to the
New School University through August 2011.  Performance has
improved due to contractual annual rent increases, the
strengthening of the New York City apartment rental market and
amortization.  Moody's LTV is 66.1% compared to 86.1% at last
review.


B&D FOOD: Schwartz Levitsky Expresses Going Concern Doubt
---------------------------------------------------------
Schwartz Levitsky Feldman LLP raised substantial doubt on the
ability of B&D Food Corp. 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 substantial
working capital deficiency and stockholders' deficit.

The company posted a net loss of $5,242,158 on total revenues of
$78,757 for the year ended Dec. 31, 2007, as compared with a net
loss of net loss of $3,577,524 on total revenues of $277,528 in
the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,747,300 in
total assets and $21,077,636 in total liabilities, resulting in
$19,330,336 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $27,077 in total current assets
available to pay $19,877,127 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?2cee

                           About B&D Food

B&D Food Corp. (BDFC.OB) -- http://www.bdfcorp.com-- acquires,  
organizes, develops, and upgrades companies in the food industry,
with a focus on the coffee industry.  The company, through its
subsidiary, BDFC Brazil Alimentos LTDA (BDFC), owns a
manufacturing facility in San-Paulo, Brazil, that produces and
packages various kinds of coffee, such as instant, ground, and
roasted coffee, as well as various related beverages, such as
cappuccinos, chocolate drinks, and teas.  BDFC offers instant and
ground-roasted coffee in south Brazil and eastern Europe under the
brands Brazilian Best, Samba Cafe, Torino, and Vivenda.  B&D also
intends to acquire various companies in the coffee market in
Brazil and Europe.  The company was founded in 1995 and is based
in New York, New York.


BCE INC: Allowed to Appeal Order Rejecting Privatization
--------------------------------------------------------
BCE Inc. said that the Supreme Court of Canada has granted its
applications for leave to appeal the Quebec Court of Appeal's
decision of May 21, 2008, rejecting the company's privatization
under a plan of arrangement.

The Supreme Court also granted BCE's motion to expedite the
hearing. As ordered by the Court, the appeal will therefore be
heard on June 17, 2008, at 9:00 a.m.

The Court has also set these timeline for the related filings:

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

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

   * The respondents' factums on the appeal of BCE and the
     respondents' cross-appeal, records and books of authorities
     to be served and filed by June 10, 2008;

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

   * The appellants' factums on the cross-appeal to be served and
     filed by June 12, 2008.

As reported by the Troubled Company Reporter on May 23, 2008, the
Committee comprising certain institutional holders of 1997
Bell Canada debentures have succeeded in suspending a proposed
plan of arrangement under which BCE would have been acquired by a
consortium led by the Ontario Teachers' Pension Plan when the
Quebec Court of Appeal issued its judgment rejecting the plan of
arrangement.

Committee members objected to the proposed plan of arrangement
because they believed it was unfair to debenture holders. The
proposed plan would have forced Bell Canada, the BCE subsidiary in
which committee members hold bonds, to guarantee $34 billion in
loans that the purchaser would have incurred to purchase the
shares of BCE. Committee members believed that Bell would receive
nothing in return for guaranteeing that debt. The proposed plan
had already led to a dramatic decrease in the market value of
the bonds and had led some credit agencies to downgrade the bonds'
status from investment grade to junk bond status.

In rejecting the plan of arrangement, the Court of Appeal found
that the BCE board had failed to consider the interests of the
debenture holders as they were bound to do under Canadian law.
Instead, the BCE board acted on the assumption that they had an
overriding duty to shareholders which was wrong in law.

                            About BCE

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

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

                           *     *     *

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

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


BCI RENTAL: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: BCI Rental Income Fund, LLP
        c/o Robert S. Preece, Esq.
        6549 Crestpoint Drive
        Dallas, Texas 75254-8614

Bankruptcy Case No.: 08-32627

Chapter 11 Petition Date: June 2, 2008

Court: Northern District of Texas (Dallas)

Debtors' Counsel: William Wade Casey, Esq.
                   (williamwadecasey@sbcglobal.net)
                  William Wade Casey, Attorney at Law
                  6440 N. Central Expressway, Suite 302
                  Dallas, Texas 75206
                  Tel: (214 )696-0181
                  Fax: (214) 696-4450

Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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


http://bankrupt.com/misc/texnb08-32627.pdf                       


BEACH LANE: Eyya Realty to Request Lifting of Stay on June 12
-------------------------------------------------------------
IAB Management Inc., on behalf of creditor Eyya Realty Corp., said
it intends to ask the Hon. Stuart M. Bernsetin of the U.S.
Bankruptcy Court for the Southern District of New York to lift the
automatic stay relating to Eyya's interest in a real property
commonly known as 72-74 Beach Lane, in Westhampton Beach, New York
owned by Beach Lane Estate Corp.  Based on the court document,
Eyya intends to pursue a different relief as may seem just, proper
and equitable.  Eyya said it will present its request on June 12,
2008, at 10:00 a.m.

Richard J. McCord, Esq., at Certilman Balin Adler & Hyman, LLP
represents Eyya.

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


BFC GENESEE: Moody's Downgrades Ratings on Five Classes of Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
BFC Genesee CDO Ltd:

Class Description: $189,000,000 Class A-1 LA Floating Rate Notes
due January 2041

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $47,000,000 Class A-1 LB Floating Rate Notes
due January 2041;

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $23,000,000 Class A-2L Floating Rate Notes due
January 2041;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $16,000,000 Class A-3L Floating Rate Deferrable
Notes due January 2041 ;

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

Class Description: $13,000,000 Class B-1L Floating Rate Notes due
January 2041

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BILTMORE CDO: Moody's Downgrades Ratings of Six Classes of Notes
----------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of six
classes of notes issued by Biltmore CDO 2007-1, Ltd., and left on
review for possible further downgrade rating of one of these
classes of notes as:

Class Description: $500,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: B2, on review for possible downgrade

Class Description: $350,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2050;

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $50,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $55,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2050;

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

Class Description: $20,000,000 Class B Fifth Priority Mezzanine
Secured Floating Rate Notes Due 2050;

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

Class Description: $5,000,000 Class C Sixth Priority Mezzanine
Secured Floating Rate Notes Due 2050;

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

Biltmore CDO 2007-1, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of Structured Finance securities.
On Feb. 7, 2007 the transaction experienced an event of default
caused by a failure of the Class A Sequential Pay Ratio to be
greater than or equal to the required amount set forth in Section
5.1(i) of the Indenture dated July 26, 2007.  That event of
default is continuing.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of Class A-1 Notes
issued by Biltmore CDO 2007-1, Ltd is on review for possible
further action.


BLUE HERON FUNDING: Moody's to Review Ratings for Likely Cut
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Blue Heron Funding VII Ltd.:

Class Description: $1,113,750,000 Class A-1 Blue Heron Funding VII
Notes, due May 30, 2047

Prior Rating: Aaa

Current Rating: A3, on review for possible downgrade

Class Description: $25,000,000 Class A-2 Blue Heron Funding Vll
Notes, due May 30, 2047

Prior Rating: Aaa

Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $105,000,000 (Euro 88,451,000) Class B Blue
Heron Funding VII Notes, due May 20, 2047

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


BLUE HERON FUNDING: Moody's Cuts A3 Rating on $85MM Notes to Ca
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Blue Heron Funding IX Ltd./Blue Heron Funding IX Inc.:

Class Description: $85,000,000 Class B Notes, due February 25,
2041

Prior Rating: A3

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.



BLUE STONE: Files Schedules of Assets and Liabilities
-----------------------------------------------------
Blue Stone Real Estate Construction & Corp. delivered to the
United States Bankruptcy Court for the Middle District of Florida
its schedules of assets and liabilities, disclosing:

   Name of Schedule                      Assets     Liabilities
   ----------------                    ----------   -----------
   A. Real Property
   B. Personal Property                $1,950,000
   C. Property Claimed                     10,000
      as Exempt
   D. Creditors Holding                              $1,059,714
      Secured Claims
   E. Creditors Holding                                 107,819  
      Unsecured Priority
      Claims
   F. Creditors Holding                              10,316,573
      Unsecured Nonpriority
      Claims
                                       ----------   -----------
      TOTAL                            $1,960,000   $11,484,106

Spring Hill, Florida-based Blue Stone Real Estate Construction &
Corp. -- http://www.bluestonehomes.com/-- constructs and develops  
communities.  It filed its chapter 11 petition on April 17, 2008
(Bankr. M.D. Fla. Case No. 08-05299).  Judge Catherine Peek McEwen
presides over the case.  Edmund S. Whitson, III, Esq., at Akerman
Senterfitt represents the Debtor in its restructuring efforts.


BLUE STONE: Section 341(a) Meeting Scheduled for June 11
--------------------------------------------------------
The United State Trustee invites parties with claims against Blue
Stone Real Estate Construction & Corp. to a meeting of creditors
at 3:00 p.m., on June 11, 2008, at Tampa Temporary 341 Location
(871), 8th Floor, Room B, Timberlake Annex, 501 E. Polk Street in
Tampa, Florida.

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.

Spring Hill, Florida-based Blue Stone Real Estate Construction &
Corp. -- http://www.bluestonehomes.com/-- constructs and develops  
communities.  It filed its chapter 11 petition on April 17, 2008
(Bankr. M.D. Fla. Case No. 08-05299).  Judge Catherine Peek McEwen
presides over the case.  Edmund S. Whitson, III, Esq., at Akerman
Senterfitt represents the Debtor in its restructuring efforts.  
When the Debtor filed for bankruptcy, it listed total assets of
$1,960,000 and total liabilities of $11,484,106.


BONIFACIUS LIMITED: Moody's Cuts Ratings on Eight Classes of Notes
------------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of eight
classes of notes issued by Bonifacius, Limited, and left on review
for possible further downgrade the rating of two classes of notes
as:

Class Description: $1,625,000,000 Class A1-M Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $225,000,000 Class A1-Q Floating Rate Senior
Secured Notes Due 2047

  -- Prior Rating: A3, on review for possible downgrade
  -- Current Rating: Caa1, on review for possible downgrade

Class Description: $275,000,000 Class A1-J term loan made pursuant
to the Class A-1J Loan Agreement

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

Class Description: $125,000,000 Class A-2 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $115,000,000 Class A-3 Floating Rate Senior
Secured Notes Due 2047

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

Class Description: $33,000,000 Class B Floating Rate Subordinate
Secured Deferrable Notes Due 2047

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

Class Description: $15,000,000 Class C Floating Rate Subordinate
Secured Deferrable Notes Due 2047

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

Class Description: $16,000,000 Class D Floating Rate Junior
Subordinate Secured Deferrable Notes Due 2047

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

Bonifacius, Limited is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
Jan. 24, 2008, the transaction experienced an event of default
caused by a failure of the Class A Principal Coverage Ratio to be
greater than or equal to the required amount set forth in Section
5.1(h) of the Indenture dated July 27, 2007.  That event of
default is continuing.  Also, Moody's has received notice from the
Trustee that it has been directed by a majority of the controlling
class to declare the principal of and accrued and unpaid interest
on all the Senior Notes to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of Class A-1M
Notes and Class A-1Q Notes issued by Bonfacius, Limited is on
review for possible further action.


BRODERICK CDO: Moody's Cuts Ratings on Four Classes of Notes
------------------------------------------------------------
Moody's Investors Service has downgraded ratings of four classes
of notes issued by Broderick CDO 2 Ltd., and left on review for
possible further downgrade the rating of three of these classes of
notes.  The notes affected by the rating action are:

Class Description: $876,000,000 Class A-1 AD First Priority Senior
Secured Floating Rate Delayed Draw Notes Due 2049

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $500,000,000 Class A-1 AT First Priority Senior
Secured Floating Rate Notes Due 2049

  -- Prior Rating: Aa1, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $42,000,000 Class A-1B Second Priority Senior
Secured Floating Rate Notes Due 2049

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $70,000,000 Class A-2 Third Priority Senior
Secured Floating Rate Notes Due 2049

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

The rating actions reflect deterioration in the credit quality of
the underlying portfolio, as well as the occurrence, as reported
by the Trustee on Feb. 27, 2008, of an event of default caused by
a failure of the Class A Sequential Pay Ratio to be greater than
or equal to 100 per cent pursuant Section 5.01(i) of the Indenture
dated Sept. 1, 2006.

Broderick CDO 2 Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, holders of certain Notes
may be entitled to direct the Trustee to take particular actions
with respect to the Collateral Debt Securities and the Notes.  The
rating downgrades taken reflect the increased expected loss
associated with each tranche.  Losses are attributed to diminished
credit quality of the underlying portfolio.  The severity of
losses of certain tranches may be different, however, depending on
the timing and choice of remedy to be pursued by certain
Noteholders following the event of default.  Because of this
uncertainty, the ratings assigned to Class A-1 AD Notes, Class A-1
AT Notes and Class A-1B Notes remain on review for possible
further action.


BRUSHFIELD CDO: Moody's Junks Note Ratings, to Undertake Review
---------------------------------------------------------------
Moody's Investors Service downgraded these notes issued by
Brushfield CDO 2007-1 Ltd.:

Class Description: $62,500,000 Class A-1LB Floating Rate Notes Due
July 2052

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: $26,250,000 Class A-2L Floating Rate Notes Due
July 2052

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

Class Description: $12,500,000 Class A-3L Floating Rate Notes Due
July 2052

Prior Rating: Caa1, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CAIRN MEZZ: Moody's Cuts Rating on $37.5MM Notes to Ca
------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Cairn Mezz ABS CDO II Limited.

Class Description: $450,000,000 Class A1-VF Senior Secured
Floating Rate Notes Due 2047

  -- Prior Rating: Aaa, on review for possible downgrade
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $30,000,000 Class A2A Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Class Description: $120,000,000 Class A2B Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $37,500,000 Class B1 Senior Secured Floating
Rate Notes Due 2047

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

Cairn Mezz ABS CDO II Limited is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.   
On Jan. 31, 2008 the transaction experienced an event of default
caused by a failure of the Class A Overcollateralization Ratio to
be greater than or equal to the required amount set forth in
Section 5.1(i) of the Indenture dated Nov. 9, 2006.  That event of
default is continuing.  Also, Moody's has received notice from the
Trustee that it has been directed by a majority of the controlling
class to declare the principal of and accrued and unpaid interest
on the Notes to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of Class A1-VF,
Class A2A and Class A2B Notes issued by Cairn Mezz ABS CDO II
Limited is on review for possible further action.


CAIRN MEZZ: Poor Credit Quality Cues Moody's Rating Downgrades
--------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Cairn Mezz
ABS CDO I PLC:

Class Description: $55,000,000 Class II Senior Floating Rate Notes
Due 2046

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Class Description: $49,000,000 Class III Senior Floating Rate
Notes Due 2046

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $11,000,000 Class IV Senior Floating Rate Notes
Due 2046

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

Class Description: $19,000,000 Class P Combination Notes Due 2046

  -- Prior Rating: A1
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $13,000,000 Class V Mezzanine Floating Rate
Deferrable Notes Due 2046

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

Class Description: $20,500,000 Class VI Mezzanine Floating Rate
Deferrable Notes Due 2046

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

Class Description: $6,500,000 Class VII Mezzanine Floating Rate
Deferrable Notes Due 2046

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CAIRN MEZZ: Moody's Cuts Ratings of Several Note Classes
--------------------------------------------------------
Moody's Investors Service downgraded the ratings of six classes of
notes issued by Cairn Mezz ABS CDO IV, Ltd., and left on review
for possible further downgrade rating of one of these classes of
notes as:

Class Description: $292,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes Due 2047

Prior Rating: A3, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: $78,000,000 Class A1J Senior Secured Floating
Rate Notes Due 2047

Prior Rating: Ba3, on review for possible downgrade

Current Rating: C

Class Description: $52,000,000 Class A2 Senior Secured Floating
Rate Notes Due 2047

Prior Rating: Caa3, on review for possible downgrade

Current Rating: C

Class Description: $30,500,000 Class A3 Secured Deferrable
Interest Floating Rate Notes Due 2047

Prior Rating: Ca

Current Rating: C

Class Description: $20,000,000 Class B1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

Prior Rating: Ca

Current Rating: C

Class Description: $8,500,000 Class B2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

Prior Rating: Ca

Current Rating: C

Cairn Mezz ABS CDO IV, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.
On February 27, 2008 the transaction experienced an event of
default caused by a failure of the Senior Credit Test to be
greater than or equal to the required amount set forth in Section
5.1(h) of the Indenture dated May 30, 2007. That event of default
is continuing. Also, Moody's has received notice from the Trustee
that it has been directed by a majority of the controlling class
to declare the principal of and accrued and unpaid interest on the
Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of Class A1S Notes
issued by Cairn Mezz ABS CDO IV, Ltd. is on review for possible
further action.


CAPITAL BUILDERS: Tumbles Into Bankruptcy Citing Falling Sales
--------------------------------------------------------------
Raleigh, North Carolina-based Capital Builders LLC, which is into
the modular home and window and siding business since 1993, filed
Chapter 11 protection before the U.S. Bankruptcy Court for the
Eastern District of North Carolina on May 20, 2008, Raleigh's The
News & Observer reports.

Co-owner Pam Dickerson said filing for Chapter 11 protection was
the only way to stay in operation while the company develops a new
niche -- building churches, the report adds.

According to Dudley Price at News & Observer, Ms. Dickerson said a
big supply of houses on the market -- boosted by record
foreclosures -- caused falling sales since 2006.

"We have no assets and liabilities of $300,000.  There are so many
houses built and foreclosures I can't compete," Mr. Price quotes
Ms. Dickerson, who has a partner and one employee in the company,
as saying.

The report says Capital Builders is facing a $189,371 suit by
suppliers and investors for unpaid debt.

Capital Builders LLC filed for chapter 11 bankruptcy protection.

In its bankruptcy filing, Capital Builders disclosed between $0 to
$50,000 in estimated assets, and $100,001 to $500,001 in total
debts.


CARGO CONNECTION: March 31 Balance Sheet Upside-Down by $11.8MM
---------------------------------------------------------------
Cargo Connection Logistics Holding Inc.'s consolidated balance
sheet at March 31, 2008, showed $3,281,452 in total assets,
$13,988,169 in total liabilities, $342 in non-controlling interest
- ITG subsidiary, and $1,097,367 in convertible preferred stock,
resulting in an $11,804,426 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,453,397 in total current assets
available to pay $13,417,582 in total current liabilities.

The company reported a net loss of $1,011,136 on revenue of
$3,816,505 for the first quarter ended March 31, 2008, compared
with a net loss of $1,218,143 on revenue of $4,158,826 in the same
period in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d2a

                       Going Concern Doubt

Friedman LLP, in East Hanover, N.J., expressed substantial doubt
about Cargo Connection Logistics Holdings Inc.'s ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing firm pointed to the company's losses from
operations, negative cash flows from operating activities,
negative working capital and stockholders' deficit.

                     About Cargo Connection

Headquartered in Inwood, N.Y., Cargo Connection Logistics Holding,
Inc. (OTC BB: CRGO) -- http://www.cargocon.com/-- through its  
subsidiaries Cargo Connection Logistics Corp. and Cargo Connection
Logistics - International Inc., is a transportation logistics
provider for shipments imported into and exported out of the
United States, with service areas throughout the United States and
North America.  

Cargo Connection Logistics Corporation announced on May 13, 2008,
that it was acquired by Pacer Logistics LLC, a wholly owned
subsidiary of Pacer Health Corporation.

Cargo said the acquisition will allow the company to expand its
current service offering of warehousing, trucking and air freight,
and distribution and logistics services throughout the United
States and to its international clientele.


CARGO CONNECTION: Friedman Raises Going Concern Doubt
-----------------------------------------------------
Friedman LLP, in East Hanover, New Jersey, raised substantial
doubt on the ability of Cargo Connection Logistics Holding, Inc.
to continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  The
auditor notes that the company has reported losses from
operations, negative cash flows from operating activities,
negative working capital and has a stockholders' deficit.

                 Default on Montgomery Debentures

Pursuant to a Securities Purchase Agreement, dated Dec. 28, 2005,
the company issued a $1,750,000 secured convertible debenture to
Montgomery with an interest rate of 10% per annum and a maturity
date of Dec. 28, 2007. The First Montgomery Debenture is
convertible into shares of common stock.  The First Montgomery
Debenture is secured by substantially all of the assets of the
Company.  Simultaneously with the issuance of the First Montgomery
Debenture, the company issued to Montgomery a three-year warrant
to purchase 2,000,000 shares of common stock at an exercise price
of $0.001 per share, which is exercisable immediately.  The
Montgomery Warrant was valued at $2,394,000 using a Black-Scholes
option pricing model.  Also in connection with the issuance of the
First Montgomery Debenture, the company paid Montgomery a fee of
$135,000.  The value of the Montgomery Warrant and the fees paid
to Montgomery were recorded as a discount to the First Montgomery
Debenture and are being amortized over the term of the First
Montgomery Debenture using the effective interest method.

As of Dec. 31, 2007, the company was obligated under a
Registration Rights Agreement with Montgomery to have filed and
declared effective a Securities Act registration statement
registering for resale the shares issuable upon conversion of
outstanding debentures held of record by Montgomery and in the
outstanding aggregate principal amount of $2,210,000 at the date.

The Registration Rights Agreement contains liquidated damages
provisions relating to the failure of the registration statement
to become effective by a specified date.  The registration
statement was not declared effective by the specified date.  The
company has previously accrued an aggregate $1,030,540 with
respect to the liquidated damages provisions. The total maximum
liquidated damage liability cannot be determined until the
registration statement is declared effective.  The registration
statement which the company previously filed was withdrawn with
the consent of Montgomery. Subsequently, the company failed to
file another registration statement by the required date.

Currently, the debentures have matured and the company owes the
principal plus accrued interest. Additionally, the company is in
default of its obligation under a Registration Rights Agreement
and additional liquidating damages are due. In addition, the
Montgomery Debentures have matured and have not been repaid.

                      Result of Operations

The company incurred a net loss of approximately $1,109,847 for
the year ended Dec. 31, 2007, as compared with a net loss of
$5,865,325 for the year ended Dec. 31, 2006.  Revenues reported
for the year ended Dec. 31, 2007, were $17,212,765, compared to
$17,927,544 reported during the previous fiscal year.

As a result of its recurring losses, the company has an
accumulated deficit of $15,605,199 and stockholders' deficit of
$10,957,094 and expects that it will incur additional losses in
the immediate future.  The company's balance sheet showed strained
liquidity with $1,723,672 in total current assets available to pay
$11,856,654 in total current liabilities.  Total assets stood at
$3,570,990 and total liabilities stood at $13,430,388 as of
Dec. 31, 2007.

Cash used for operating activities totaled $138,733 for the year
ended Dec. 31, 2007, much lower than the $1,982,558 used for
operations during the previous fiscal year.

A full-text copy of the company's annual report for 2007 is
available for free at http://ResearchArchives.com/t/s?2d36

                      About Cargo Connection

Cargo Connection Logistics Holding Inc., formerly Championlyte
Holdings Inc. (OTC BB: CRGO.OB) -- http://www.cargocon.com/--  
provides logistics solutions for partners through its network of
branch locations and independent agents in North America.  Its
target base ranges from mid-sized to Fortune 100TM companies.  The
company operates through its network of terminals and
transportation services and predominately as a non-asset based
transportation provider of truckload and less-than-truckload
transportation services.  The company also provides logistics
services, which include U.S. Customs Bonded warehouse facilities,
container freight station operations, and a General Order
warehouse operation, which the company began to operate in the
latter part of the second quarter of 2006.


CHESTER DORSEY: Case Summary & Seven Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Chester C. Dorsey
        aka Chester C. Dorsey, Jr.
        5370 S. Kenyon
        Seattle, Washington 98118

Bankruptcy Case No.: 08-13337

Chapter 11 Petition Date: May 30, 2008

Court: Western District of Washington (Seattle)

Judge: Philip H. Brandt

Debtors' Counsel: Larry B. Feinstein, Esq.
                   (lbf@chutzpa.com)
                  Vortman & Feinstein
                  500 Union Street, Suite 500
                  Seattle, Washington 98101
                  Tel: (206) 223-9595

Total Assets: $18,756,635

Total Debts:  $6,768,327

Consolidated Debtors' List of Seven Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
   Key/City                                          $25,273
   P.O. Box 6003
   Hagerstown, MD 21747

   DSHS                                              $9,000
   1115 Washington Street S.E.
   Olynpia, WA 98504

   City of Seattle                                   $4,000
   700 5th Avenue, Suite 3200
   P.O. Box 34023
   Seattle, WA 98124-4023

   Comcast                                           $361
   
   Seattle Public Utilities                          $228

   MCI                                               $165

   Puget Sound Energy                                $154


COOKSON SPC: Moody's Junks Rating on $65MM Series 2007-10HGA Notes
------------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Cookson SPC 2007- 10HGA:

Class Description: $65,000,000 Series 2007-10HGA Notes Due 2046

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


COOKSON SPC: Moody's Junks Rating on $5MM Notes Due 2046
--------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Cookson SPC 2007- 10HGB:

Class Description: $5,000,000 Series 2007-10HGB Notes Due 2046

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


CORNERSTONE MINISTRIES: Can Hire Ultra Properties as Asset Broker
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia gave Cornerstone Ministries Investment Inc. permission to
employ Ultra Properties LLC as its real estate broker.

Ultra Properties is to market and negotiate the sale of the
Debtor's property located at Pine Creek Commons Office, 2450
Atlanta Highway, Building No. 900, Suite 901-904 in Cumming City,
Georgia.  The Debtor agrees to sell the property for $709,900 in
cash.

The Debtor agrees to pay 10% commission of the purchase price to
Ultra Properties.

Lisa W. Moulder, broker and partner of the firm, assures the Court
that the firm does not hold any interest adverse to the Debtor's
estate and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

                  About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in     
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations.  The company offers development, construction,
bridge and interim loans, usually due within one to three years.   
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor.  The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  The U.S.
Trustee for Region 21 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Dennis J. Connolly,
Esq., Matthew W. Levin, Esq., and William S. Sugden, Esq., at
Alston & Bird LLP, represent the Committee in this case.  When the
Debtor filed for protection from its creditors, it listed assets
was $159,118,892 and debts of $153,847,984.

                           *    *    *

The Debtor reported an opening cash balance of $223,168 and a
closing cash balance of $256,014 for the period March 1, 2008
until March 31, 2008, according to its monthly financial report.


CORNERSTONE MINISTRIES: Has Until September 8 to File Ch. 11 Plan
-----------------------------------------------------------------
The United States Bankruptcy Court for the Northern District of
Georgia further extended the exclusive periods of Cornerstone
Ministries Investments Inc. to:

   a) file a Chapter 11 plan until Sept. 8, 2008; and

   b) solicit acceptances of that plan until Nov. 7, 2008.

The Debtor tells the Court that it has yet to file or propose
a Chapter 11 plan of reorganization.  The Debtor is presently
evaluating its funding requirements and negotiating with several
lenders to provide financing to maintain its business operations.

Due to the complexity of its case, the Debtor requires sufficient
time to formulate a Chapter 11 plan and disclosure statement
describing the plan for the benefit of its creditors.

The Debtor's exclusive period to file a Chapter 11 plan will
expire on June 9, 2008.

                  About Cornerstone Ministries

Headquartered in Cumming, Georgia, Cornerstone Ministries
Investments Inc. -- http://www.cmiatlanta.com/-- is engaged in     
financing the acquisition and development of facilities for use by
churches, faith-based or non-profit organizations and for-profit
organizations.  The company offers development, construction,
bridge and interim loans, usually due within one to three years.   
The company makes loans to four distinct groups of borrowers,
including churches, senior housing facilities, family housing
development projects and daycare/faith-based schools.

The company filed for Chapter 11 protection on Feb. 10, 2008 (N.D.
Ga. Case No. 08-20355).  J. Robert Williamson, Esq., at Scroggins
and Williamson, represents the Debtor.  The Debtor selected BMC
Group Inc. as claims, noticing and balloting agent.  The U.S.
Trustee for Region 21 appointed seven creditors to serve on an
Official Committee of Unsecured Creditors.  Dennis J. Connolly,
Esq., Matthew W. Levin, Esq., and William S. Sugden, Esq., at
Alston & Bird LLP, represent the Committee in this case.  When the
Debtor filed for protection from its creditors, it listed assets
was $159,118,892 and debts of $153,847,984.

                           *    *    *

The Debtor reported an opening cash balance of $223,168 and a
closing cash balance of $256,014 for the period March 1, 2008
until March 31, 2008, according to its monthly financial report.


DEN-MARK CONSTRUCTION: Gets 2nd Interim OK to Use Cash Collateral
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of North
Carolina gave Den-Mark Construction Inc. and its debtor-affiliates
a second interim approval to use cash collateral securing their
obligation to Regions Bank.

The Debtor executed a promissory note, dated May 16, 2005, with
Regions Bank to finance the construction on lots in the Wedgefield
subdivision in Johnston County, North Carolina.  The note is
secured by first priority deeds of trust on the Wedgefield
property.

The Debtor presently has contracts to sell on home in Wedgefield
on June 2008, which is the subject of a pending motion for
authority to sell property free and clear of liens.

The proceeds generated from sales of the lot constitute cash
collateral of Regions Bank.  The Debtor has requested that Regions
Bank consent to the use of the lot proceeds remaining after
payment to the bank of the adequate protection payments.

As adequate protection to the creditor, the Court ordered that
upon closing of a sale, the Debtor will immediately pay Regions
Bank no less than (i) $150,299, which includes principal, interest
and other costs, and (ii) per diem interest of $21 from and after
May 16, 2008, until closing date.

The Court also ordered the Debtor to maintain several debtor-in-
possession bank accounts into which it will deposit cash, checks,
and other cash items including retained proceeds.

Based on the second interim order, it appears that Regions Bank is
the only creditor asserting cash collateral interest in the lot
proceeds.

The Court is set to hear the matter on June 26, 2008, at 10:00
a.m.

                          Debtors' Motion

In its motion to use cash collateral, the Debtors disclosed that
it executed several promissory notes to various banks.

A. Wachovia

The Debtors executed a promissory note with Wachovia to finance
the construction on lots in these subdivisions: Barham Place,
Arbor Creek, Farmington, Glen Oaks, Hunstone, Pigeon Point, Rivers
Edge, and Tanager Farms.  The note is secured by a first priority
deed of trust on the properties.

B. SunTrust Bank

The Debtors executed promissory notes with SunTrust Bank to
finance the construction on lots in these subdivisions: Old
Fields, Pigeon Point, Radcliff, Rivers Edge, and Winston Ridge.  
The notes are secured by first priority deeds of trust on the
properties.

C. Capital Bank

The Debtors executed promissory notes with Capital Bank to finance
the construction on lots in these subdivisions: Glen Oaks,
Ironwood, and Legacy.  The notes are secured by first priority
deeds of trust on the properties.

D. Regions Bank

The Debtors executed promissory notes with Regions Bank to finance
the construction on lots in these subdivisions: Old Field, Legacy,
Portofino, Radcliffe, Tanager Farms, and Wedgewood.  The note is
secured by first priority deeds of trust on the properties.

E. Stock Construction

The Debtors executed promissory notes with Stock Construction
Finance to fund the construction on lots in these subdivisions:
Rivers Edge, Barham Place, Pigeon Point, and Winston Ridge.  The
notes are secured by first priority deeds of trust on the
properties.

F. Union Bank

The Debtors executed promissory notes with Union Bank to finance
the construction on lots in these subdivisions: Huntstone,
Southerby, Tanager Farm, and Winston Ridge.  The notes are secured
by first priority deeds of trust on the properties.

G. First Horizon

The Debtors executed promissory notes with First Horizon to
finance the construction on lots in these subdivisions: Rivers
Edge and Ironwood.  The notes are secured by first priority deeds
of trust on the properties.

H. TierOne Bank

The Debtors executed promissory notes with TierOne Bank to finance
the construction on lots in these subdivisions: Barham Place,
Durham Lots, Hidden Lake, Winston Patio, and Tanager Farms.  The
notes are secured by first priority deeds of trust on the
properties.  TierOne also filed a financing statement taking a
security interest in all fixtures, equipment, and accouns owned by
the Debtors.

                    About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction, Inc.
constructs single-family houses.  It filed its chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Judge Randy D. Doub presides over the case.  
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtors in their restructuring efforts.  The Debtors listed
total assets of $44,810,901 and total liabilities of $34,537,937,
when they filed for bankruptcy.  A committee for unsecured
creditors has not been appointed in the case.


DEN-MARK CONSTRUCTION: Relationship with Affiliates Questioned
--------------------------------------------------------------
Bankruptcy Administrator Marjorie K. Lynch asked the U.S.
Bankruptcy Court for the Eastern District of North Carolina to
review the motion filed by Den-Mark Construction Inc. and its
debtor-affiliates to employ Trawick H. Stubbs, Jr., Esq., at
Stubbs & Perdue, P.A. as their counsel.  The Administrator wanted
the Court to determine if each of the Debtors can be represented
by the same counsel, given their intercompany relationships as
debtor-affiliates and creditors.

The Administrator said that after reviewing the Debtors'
schedules, it is evident that there have been numerous
intercompany transactions among all four related debtors.  
Pursuant to an affidavit by the firm:

   -- Den-Mark Construction Inc. is a creditor of Den-Mark Homes
      SC Inc., Marcus Edwards Development LLC, and M&D Development
      LLC in the amount of $1,927,627;

   -- M&D Development is a creditor of Den-Mark Construction and
      Den-Mark Homes in the amount of $821,471; and

   -- Marcus Edwards is a creditor of Den-Mark Homes and M&D
      Development in the amount of $1,316,009.

Therefore, the Administrator said that it appears that Den-Mark
Homes is the only entity that is not a creditor of any of the
other Debtors.

              Debtors Want Stubbs & Perdue as Counsel

The Debtors have asked the Court for permission to hire Stubbs &
Perdue as their counsel.  They have assured the Court that the
firm does not represent an interest adverse to the estates.

The Debtors wish to retain Trawick H. Stubbs, Jr. and Stubbs &
Perdue to represent and assist them in carrying out their duties
under the provisions of Chapter 11 of the Bankruptcy Code.  The
Debtors wish to retain Trawick H. Stubbs, Jr. and Stubbs & Perdue
to represent the estates generally throughout the administration
of the Chapter 11 proceedings.

                    Intercompany Claims Exist

The firm acknowledged that based on a review of the Debtors'
financial information, intercompany claims exist.  The firm added
that it received retainers from the Debtors: (i) $25,000 from Den-
Mark Construction; (ii) $6,250 from Youngsville Management
Company, on behalf of Den-Mark Homes; (iii) $6,250 from
Youngsville on behalf of Marcus Edwards; and (iv) $6,250 from
Youngsville on behalf of M&D Development.

The firm can be reached at:

   Stubbs & Perdue PA
   310 Craven Street, PO Box 1654
   New Bern, NC 28563

                    About Den-Mark Construction

Youngsville, North Carolina-based Den-Mark Construction, Inc.
constructs single-family houses.  It filed its chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Mark E. Dowdy and David Dennis Cyrus are the sole
shareholders and officers of each of the four debtors.  Judge
Randy D. Doub presides over the case.  Trawick H. Stubbs, Jr.,
Esq., at Stubbs & Perdue, P.A. represents the Debtors in their
restructuring efforts.  The Debtors listed total assets of
$44,810,901 and total liabilities of $34,537,937, when they filed
for bankruptcy.  A committee for unsecured creditors has not been
appointed in the case.


DEN-MARK CONSTRUCTION: Files Schedules of Assets and Liabilities
----------------------------------------------------------------
Den-Mark Construction Inc. and its debtor-affiliates delivered to
the U.S. Bankruptcy Court for the Eastern District of North
Carolina their schedules of assets and liabilities, disclosing:

   Name of Schedule                      Assets     Liabilities
   ----------------                    ----------   -----------
   A. Real Property
   B. Personal Property               $40,387,155
   C. Property Claimed                  4,423,746
      as Exempt
   D. Creditors Holding                             $30,775,561
      Secured Claims
   E. Creditors Holding                                  38,342
      Unsecured Priority
      Claims
   F. Creditors Holding                               3,724,034
      Unsecured Nonpriority
      Claims
                                       ----------   -----------
      TOTAL                           $44,810,901   $34,537,937

Youngsville, North Carolina-based Den-Mark Construction, Inc.
constructs single-family houses.  It filed its chapter 11 petition
on April 24, 2008 (Bankr. E.D.N.C. Case No. 08-02764) together
with three debtor-affiliates, Den-Mark Homes SC, Inc. (08-02766);
Marcus Edwards Development, LLC (08-02768); and M&D Development,
LLC (08-02769).  Judge Randy D. Doub presides over the case.  
Trawick H. Stubbs, Jr., Esq., at Stubbs & Perdue, P.A. represents
the Debtors in their restructuring efforts.


DIANA ARAUJO: Voluntary Chapter 11 Petition
-------------------------------------------
Debtor: Diana E. Araujo
        112 Highland Avenue
        Winchester, MA 01890
        aka
        Diana Elise Araujo
        aka
        Diana E. Coffman

Bankruptcy Case No.: 08-14068

Chapter 11 Petition Date: June 2, 2008

Court: District of Massachusetts (Boston)

Assistant U.S. Trustee: John Fitzgerald
                        Office of the US Trustee
                        10 Causeway Street
                        Boston, MA 02222
  
Debtor's Counsel: Jordan L. Shapiro, Esq.
                  Shapiro & Hender
                  640 Main Street
                  Malden, MA 02148
                  Phone: (781) 324-5200
                  E-mail: JSLAWMA@aol.com

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

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

A list of the Debtor's Known Creditors is available for free at
http://bankrupt.com/misc/m08-14068.pdf


DICKERSON MEMORIAL HOSPITAL: Voluntary Chapter 11 Petition
----------------------------------------------------------
Debtor: Dickerson Memorial Hospital, Ltd.
        260 N. Sam Houston Parkway E, Suite 220
        Houston, TX 77060-2022

Bankruptcy Case No.: 08-33039

Type of business: Dickerson Memorial has 1 specialty unit, Adult
                  and Pediatric.  

Chapter 11 Petition Date: May 7, 2008

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: James R. Clark, Esq.
                  James R. Clark & Assoc.
                  4545 Mt. Vernon
                  Houston, TX 77006
                  Phone: 713-532-1300
                  Fax: 713-532-5505
                  E-mail: jamesrclark@swbell.net

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

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

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


DIXIE GROUP: S&P Withdraws Ratings at Company's Request
-------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'B+' corporate
credit rating on The Dixie Group Inc. per the company's request.  
The 'B-' subordinated debt rating and '6' recovery ratings were
also withdrawn.  There was about $17 million remaining balance on
the subordinated debt at March 29, 2008.

Ratings List

Ratings Withdrawn
                           To          From
                           --          ----
The Dixie Group Inc.
Corporate Credit Rating   N.R.        B+/Stable/--
Subordinated Debentures   N.R.        B-
  Recovery Rating          N.R.        6


DLJ MORTGAGE: Moody's Issues Ratings Action on 4 Classes of Notes
-----------------------------------------------------------------
Moody's Investors Service upgraded the rating of two classes and
affirmed two classes of DLJ Mortgage Acceptance Corp., Commercial
Mortgage Pass-Through Certificates, Series 1997-CF2 as:

  -- Class CP, Notional, affirmed at Aaa
  -- Class S, Notional, affirmed at Aaa
  -- Class B-2, $8,818,770, upgraded to Aaa from A1
  -- Class B-3TB, $5,086,892, upgraded to A2 from Ba1

Moody's is upgrading Classes B-2 and B-3TB due to increased credit
support and overall stable pool performance.

As of the May 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 91.3%
to $57.4 million from $661.9 million at securitization.  The
Certificates are collateralized by 7 mortgage loans ranging in
size from 1.6% to 46.3% of the pool, with the top 3 loans
representing 80.6% of the pool.

Eleven loans have been liquidated from the pool, resulting in an
aggregate realized loss of approximately $32.7 million. Currently
there are no loans in special servicing.  Three loans,
representing 17.9% of the pool, are on the master servicer's
watchlist.  The watchlist includes loans which meet certain
portfolio review guidelines established as part of the Commercial
Mortgage Securities Association monthly reporting package.  As
part of Moody's ongoing monitoring of a transaction, Moody's
reviews the watchlist to assess which loans have material issues
that could impact performance.

Moody's was provided with full-year 2006 and partial year 2007
operating results for 100.0% of the pool.  Moody's weighted
average loan to value ratio is 67.9% compared to 66.1% at Moody's
last full review in June 2007 and 93.2% at securitization.

The top three loans represent 80.6% of the outstanding pool
balance.  The largest loan is the West Ridge Loan ($24.2 million
-- 46.3%), which is secured by a 260,000 square foot power center
located in Minnetonka, Minnesota.  The center was 100.0% leased as
of September 2007, the same as at last review.  Major tenants
include Dick's Sporting Goods, Bed Bath and Beyond, Michael's and
Staples.  At securitization the loan was crossed with the West
Ridge Market TIF Loan which was collateralized by a tax increment
financing note from the City of Minnetonka.  The TIF loan had a
10-year term and has repaid in full. Moody's LTV is 59.3% compared
to 65.0% at last review.

The second largest loan is the Fox River Commons Shopping Center
Loan ($11.7 million -- 22.4%), which is secured by a 222,175
square foot retail center located in Naperville, Illinois.  The
center was 100.0% occupied as of September 2007, the same as at
last review.  Major tenants include Michael's Market, Bed Bath and
Beyond and Office Depot.  Moody's LTV is 57.0% compared to 58.5%
at last review.

The third largest loan is the 70-50 Austin Street Loan ($6.3
million -- 11.9%), which is secured by a 51,200 square foot mixed
use property located in Queens, New York.  The property was 100.0%
occupied as of December 2007, the same as at last review.  The
property is tenanted by small space users on short term leases.  
Moody's LTV is 52.7% compared to 50.3% at last review.

A unique feature of this transaction is the use of excess spread
from a portion of the Class S to hyper-amortize Classes B-2TB and
B-3TB.  Class B-3OC had a zero principal balance at securitization
but its principal balance accreted over time in the amount of the
principal pay downs applied to Classes B-2TB and B-3TB up to a
maximum amount of $36.4 million.  Class B-2TB has been repaid in
full (original balance $21,800,000) and approximately $9.5 million
of Class B-3TB (original balance $16.6 million) has been repaid
while the balance of Class B-3OC has increased to the
$36.4 million limit from $0 at securitization.


DUKE FUNDING: Moody's Downgrades Ratings on Five Note Classes
-------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Duke Funding High Grade VI, Ltd.

Class Description: $83,000,000 Class A-1LA Senior Secured Floating
Rate Notes Due 2047

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

Class Description: $12,000,000 Class A-1LB Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aaa
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $25,000,000 Class A-2L Senior Secured Floating
Rate Notes Due 2047

  -- Prior Rating: Aa2
  -- Current Rating: B1, on review for possible downgrade

Class Description: $45,000,000 Class A-3L Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: A2
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $92,000,000 Class B-1L Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2047

  -- Prior Rating: Baa2
  -- Current Rating: Ca

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


ECO 2007-1: Moody's Downgrades Ratings on Five Note Classes
-----------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by ECO 2007-1 SPC:

Class Description: ECO 2007-I Segregated Portfolio $60,000,000
Variable Rate Notes Due 2047

  -- Prior Rating: B3, on watch for possible downgrade
  -- Current Rating: C

Class Description: ECO 2007-II Segregated Portfolio $45,000.000
Variable Rate Notes Due 2047

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

Class Description: ECO 2007-III Segregated Portfolio $33,000,000
Variable Rate Notes Due 2047

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

Class Description: ECO 2007-IV Segregated Portfolio $12,000,000
Variable Rate Notes Due 2047

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

Class Description: ECO 2007-V Segregated Portfolio $12,000,000
Variable Rate Notes Due 2047

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


EDISON MISSION: Fitch Holds 'BB-' Issuer Default Rating
-------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of Edison
International and its core electric utility subsidiary, Southern
California Edison at 'BBB-' and 'A-', respectively.  At the same
time, Fitch has affirmed the IDRs of intermediate holding
companies Mission Energy Holding Co. and Edison Mission Energy at
'BB-'and the IDR of EME subsidiary Midwest Generation at 'BB'.

In addition, Fitch has affirmed the securities ratings of SCE, EME
and MWG as listed below.  The Rating Outlook is Stable.  
Approximately $13 billion of debt is affected by the rating
action.

EIX
  -- Issuer Default Rating 'BBB-';
  -- Short-term IDR 'F3'.

SCE
  -- IDR 'A-';
  -- Senior secured A+';
  -- Senior unsecured debt 'A';
  -- Preferred securities 'A-';
  -- Short-Term IDR 'F1';
  -- Commercial paper 'F1'.

MEHC
  -- IDR 'BB-'
  -- Short-term IDR 'B'.

EME
  -- IDR 'BB-';
  -- Senior unsecured debt 'BB-';
  -- Short-term IDR 'B'.

Midwest Generation LLC
  -- IDR 'BB';
  -- Secured credit agreement 'BBB-';
  -- Short-term IDR 'B'.

The EIX IDR and Stable Rating Outlook are supported by the strong,
relatively predictable earnings and cash flows of its core
electric operating utility subsidiary, SCE, which accounts for
approximately three-quarters of consolidated EIX earnings before
interest, taxes, depreciation and amortization.  The EIX ratings
also consider improved operating results at EIX's unregulated
power generation subsidiary EME, driven primarily by higher
wholesale energy prices.  Ample liquidity exists at EIX with
approximately $1.6 billion of cash and cash equivalents and short-
term investments on EIX's consolidated balance sheet as of
March 31, 2008 and approximately $4.3 billion available from bank
facilities totaling $5.1 billion.

The Internal Revenue Service is challenging certain cross border
leveraged lease transactions entered into by EIX subsidiary Edison
Capital.  Total exposure could be as high as $2.5 billion
including interest and penalties.  EIX is currently engaged in
settlement discussions with the IRS.  The ultimate outcome in the
IRS inquiry is uncertain.

SCE's credit quality is dependent upon its ability to execute and
recover its large, projected capital spending budget which is
expected to average just under $4 billion per annum through 2011.  
Pre-approval of construction spending, regulatory balancing
accounts and mechanisms and forward looking test years ameliorate
concerns regarding recovery of planned infrastructure investment
and other expenses.  The ratings also consider capital structure
requirements imposed by the CPUC that limit the amount of
dividends SCE may pay to its corporate parent, EIX.  The ratings
assume an outcome in SCE's pending 2009 general rate case
consistent with Fitch's earnings and cash flow estimates.

EME and MWG's ratings reflect sharp improvement in earnings and
cash flows in recent years due to meaningfully higher wholesale
power prices compared to depressed levels earlier in this decade.  
The ratings also reflect the beneficial effect of debt
restructuring and asset sales in recent years, including lower
fixed costs and greater financial flexibility.  Further
improvement in ratings is impeded by the company's high legacy
debt leverage and strategic plans to diversify its resource base
through major investment in wind, natural gas and advanced fuel
technology plant development.  Execution risk associated with
EME's capital investment plan is a source of concern for investors
as is the impact of further environmental regulations.

EIX is the parent company of SCE, one of the largest investor-
owned utilities in the U.S., and EME, an unregulated power
company.  SCE serves more than 4.8 million customers in a 50,000
square mile service territory encompassing central, coastal and
southern California with a total population of 13 million.  
Through its operating subsidiaries, EME develops, leases, owns,
operates and sells the output of its power generation facilities,
which are primarily located in the U.S.


EMERALD CITY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Emerald City of Pensacola, Inc.
        406 East Wright St.
        Pensacola, FL 32502

Bankruptcy Case No.: 08-30748

Type of Business: The Debtor owns and operates a gay bar.  
                  See http://www.emeraldcitypensacola.com/

Chapter 11 Petition Date: May 21, 2008

Court: Northern District of Florida (Pensacola)

Debtor's Counsel: Sherry Fowler Chancellor, Esq.
                  Email: sherry.chancellor@yahoo.com
                  900 North Palafox St.
                  Pensacola, FL 32501
                  Tel: (850) 436-8445
                  Fax: (850) 432-4604

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

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


EMERGENT CORP: Voluntary Chapter 11 Case Summary
------------------------------------------------
Debtor: Emergent Corp.
        2350 W. Shangrila Rd.
        Phoenix, AZ 85029

Bankruptcy Case No.: 08-05770

Type of Business: The Debtor is a business consulting firm.

Chapter 11 Petition Date: May 19, 2008

Court: District of Arizona (Phoenix)

Debtor's Counsel: Robert M. Cook, Esq.
                  Email: robertmcook@yahoo.com
                  Missouri Commons-Ste. 185
                  1440 E. Missouri
                  Phoenix, AZ 85014
                  Tel: (602) 285-0288
                  Fax: (602) 285-0388

Estimated Assets: $1 million to $10 million

Estimated Debts:     $500,000 to $1 million

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


ENVIRONMENTAL SERVICE: Stan Lee Expresses Going Concern Doubt
-------------------------------------------------------------
Stan J.H. Lee, CPA, CMA, raised substantial doubt on the ability
of Environmental Service Professionals, 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 losses from operations.

The company posted a net loss of $21,468,106 on net revenues of
$581,803 for the year ended Dec. 31, 2007, as compared with a net
loss of $564,589 on net revenues of $82,319 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $1,789,245 in
total assets and $5,224,682 in total liabilities, resulting in
$3,435,437 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,074,301 in total current assets
available to pay $3,980,748 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?2bee

                    About Environmental Service

Headquartered in Palm Springs, Calif., Environmental Service
Professionals Inc., fka Glas-Aire Industries Group Ltd. (OTC BB:
EVSP.OB) -- http://www.espusa.net/-- provides mold and moisture  
management, providing limited mold and allergen survey services
for single family, multi-tenant residential and commercial
buildings.  As of June 30, 2007, the company converted its current
franchises into independent contractors under the CEHI program
program through its AHI subsidiary.


EVERGREEN USA: A.M. Best Lifts Ratngs on Better Operating Results
-----------------------------------------------------------------
A.M. Best Co. has upgraded the financial strength rating to
B+(Good) from B(Fair) and the issuer credit rating to "bbb-" from
"bb+" of Evergreen USA Risk Retention Group, Inc.  Due to the
upgrade of the ratings, the outlook has been revised to stable
from positive.

Evergreen has exhibited noticeable improvement both in terms of
operating results and risk-adjusted capital over the last few
years.  The improvements are based on structural changes made in
the policy, in which Evergreen management, being a risk retention
group, has full control over policy terms and rates, coupled with
changes in the reinsurance program in the form of retentions and
limits as well as risk mitigation improvements.  In addition, the
RRG was able to pay down existing letters of credit from
$2.7 million to $1.5 million, lessening the strain on the capital
strength rating as measured by Best's Capital Adequacy Ratio.


FLEXTRONICS INT'L: Fitch Holds Ratings; Changes Outlook to Stable
-----------------------------------------------------------------
Fitch Ratings has revised the Rating Outlook for Flextronics
International Ltd. to Stable from Negative.  Fitch also affirmed
these ratings for Flextronics:

  -- Issuer Default Rating at 'BB+';
  -- Senior unsecured credit facility at 'BB+';
  -- Senior subordinated notes at 'BB-'

The Stable Outlook reflects these considerations:

  -- Flextronics has demonstrated two quarters of strong results
     following its $3.6 billion acquisition of Solectron in
     October 2007.

  -- The company has completed the integration of Solectron's
     operations, achieving its targeted annual cost savings of
     $238 million ahead of schedule with potential for further
     cost synergies.

  -- Fitch believes Flextronics continues to outperform its North
     American peers in operational execution which has led to      
     incremental market share gains as evidenced by above
     industry-average revenue growth over the past several
     quarters.

  -- Fitch estimates pro forma leverage to be approximately 2.4x
     currently and expects leverage to decline closer to 2.0x over
     the next one to two years from a combination of debt
     reduction and profitability improvement.  Fitch estimates
     current pro forma leverage adjusted for off-balance sheet
     accounts receivable securitization and sales facilities as
     well as operating leases to be approximately 3.4x.

The ratings are supported by these:

  -- Significant advantage in scale and scope of operations as the
     second largest provider of electronics manufacturing services
     in the world.

  -- Very strong track record of execution as evidenced by peer
     leading return on invested capital and cash conversion
     cycle days.

  -- Blue chip customer base with strong exposure to faster
     growing market segments, particularly in the consumer space.

  -- High working capital is expected to represent an additional
     source of liquidity in a market downturn

Ratings concerns include these:

  -- The cost of future acquisitions could offset the expected
     reduction in leverage over the next several years.

  -- Flextronics has an aggressive acquisition growth strategy in
     an industry with significant execution risk with minimal room
     for execution missteps due to the relatively low profit
     margin inherent in the business model.

  -- A difficult competitive environment which has pressured
     profitability across the industry.

  -- Typical for the industry, Flextronics has customer
     concentration risk with the top 10 customers accounting for
     54% of revenue in fiscal 2008 (end Mar 2008) with one
     customer, Sony-Ericsson accounting for greater than 10% of
     total revenue

Liquidity as of March 31, 2008 was solid with $1.7 billion in cash
and a fully available $2 billion senior unsecured revolving credit
facility which expires in May 2012.  Additionally, Fitch expects
Flextronics to produce strong free cash flow in excess of
$500 million annually although changes in working capital
requirements could have a significant positive or negative affect
on free cash flow in any given period.  Flextronics utilizes an
accounts receivable securitization facility as well as accounts
receivable sales agreements for additional liquidity purposes.

Total debt as of March 31, 2008 was $3.4 billion and consisted
primarily of $1.7 billion outstanding under a senior unsecured
term loan facility which partially expires in October 2012 with a
final maturity in October 2014; $195 million in 0% junior
convertible subordinated notes due July 2009; $500 million in 1%
convertible subordinated notes due August 2010; $400 million in
6.5% senior subordinated notes due May 2013; and $400 million in
6.25% senior subordinated notes due November 2014.  Flextronics
also had $274 million outstanding under its accounts receivable
securitization facility and $478 million outstanding under various
accounts receivable sales agreements.


FORCE PROTECTION: Has Until Sept. 15 to Meet Nasdaq Criteria
------------------------------------------------------------
Force Protection Inc. received a notice from the Nasdaq Hearing
Panel stating that Force Protection's request for continued
listing on The Nasdaq Stock Market was granted, subject to certain
conditions.

These conditions include that on or before Sept. 15, 2008, Force
Protection will file with the Securities and Exchange Commission
its Form 10-K for the fiscal year ended Dec. 31, 2007, the Form
10-Q for the fiscal quarter ended March 31, 2008 and any other
required restatements of its financial statements.

There can be no assurance that the company will satisfy the
conditions by Sept. 15, 2008.  Force Protection appealed the
Nasdaq Listing Qualification Staff's disclosed determination to
delist the company's securities from The Nasdaq Stock Market for
failure to comply with Nasdaq Marketplace Rule 4310(c)(14).

"We are very grateful to the members of the NASDAQ hearing panel
for their consideration and subsequent decision," Michael Moody,
Force Protection chief executive officer, commented.  "With the
help of Grant Thornton, we are looking to complete the required
restatement and the filing of our SEC documents on or before the
deadline."

On March 3, 2008, Force Protection stated that it expects to
restate its reported interim consolidated financial statements for
the three and nine month periods ended Sept. 30, 2007, as a result
of errors discovered by management during its year end review of
the accounting for accounts payable errors associated with
inventory purchased from a sub-contractor as a result of a
contract termination.

On March 3, 2008, Force Protection filed a Form 12b-25 with the
SEC which explains certain material weaknesses in internal control
over financial reporting identified by Force Protection for the
year ended Dec. 31, 2007.

As of April 10, 2008, the company's Audit Committee had engaged
Grant Thornton LLP as the company's new independent registered
public accounting firm for the fiscal year ended Dec. 31, 2007,
and the fiscal year ending Dec. 31, 2008, effective immediately.

                   About Force Protection Inc.
  
Headquartered in Ladson, South Carolina, Force Protection Inc.
(NASDAQ:FRPT) -- http://www.forceprotection.net/-- is a designer,  
developer and manufacturer of life saving survivability equipment,
predominantly ballistic- and blast-protected wheeled vehicles
currently deployed by the U.S. military and its allies to support
armed forces and security personnel in conflict zones.  The
company's specialty vehicles, the Cougar and the Buffalo, and the
Cheetah, are designed specifically for reconnaissance, forward
command and control, and urban operations and to protect their
occupants from landmines, hostile fire, and improvised explosive
devices.  The company's facility, located 10 miles from the
Charleston Air Force Base in Ladson, South Carolina, is on a 260-
acre campus consisting of three manufacturing buildings with a
combined floor area of approximately 452,240 square feet and an
additional 90,000 square feet.


FORT POINT: Moody's to Review Caa2 Notes Rating for Likely Cut
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Fort Point CDO I, Ltd.:

Class Description: $33,000,000 Class A-2a Floating Rate Senior
Notes due 2037

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Class Description: $12,000,000 Class A-2b Fixed Rate Senior Notes
due 2037

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Moody's also downgraded and left on review for possible further
downgrade the ratings on the following notes:

Class Description: $14,000,000 Class A-3a Floating Rate Senior
Notes due 2037

Prior Rating: Aa2

Current Rating: A3, on review for possible downgrade

Class Description: $12,000,000 Class A-3b Fixed Rate Senior Notes
due 2037

Prior Rating: Aa2

Current Rating: A3, on review for possible downgrade

Class Description: $12,000,000 Class B Floating Rate Senior
Subordinate Notes due 2037

Prior Rating: A2

Current Rating: Ba3, on review for possible downgrade

Class Description: $12,000,000 Class C Floating Rate Subordinate
Notes due 2037, Downgraded to Caa2 from Baa2

Prior Rating: Baa2

Current Rating: Caa2, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


FTS GROUP: Posts $204,388 Net Loss in 2008 First Quarter
--------------------------------------------------------
FTS Group Inc. reported a net loss of $204,388, on revenues of
$1,565,255, for the first quarter ended March 31, 2008, compared
with a net loss of $116,865, on revenues of $1,801,420, in the
same period in 2007.

At March 31, 2008, the company's consolidated balance sheet showed
$6,204,468 in total assets, $4,226,716 in total liabilities, and  
$1,977,752 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $499,873 in total current assets
available to pay $4,226,716 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?2d30

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 9, 2008,  
Houston-based R.E. Bassie & Co. expressed substantial doubt about
FTS 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 pointed to the
company's recurring losses from operations.

                         About FTS Group

Headquartered in Tampa, Florida, FTS Group Inc. (OTC BB: FLIP) --
http://www.ftsgroup.com/-- is a publicly traded acquisition and    
development company focused on acquiring, developing and investing
in cash flow positive businesses and viable business ventures
those in the Technology, Wireless and Internet space.  The company
generates revenue through its three wholly owned subsidiaries; See
World Satellites, Inc., FTS Wireless, Inc. and Elysium Internet
Inc.


FREMONT GENERAL: Inks Forbearance Pact with Noteholder Tennenbaum
-----------------------------------------------------------------
Fremont General Corporation entered into a Forbearance Agreement  
with Tennenbaum Multi-Strategy Master Fund, the majority holder of
the company's $166.5 million of Series B 7.875% Senior Notes due
March 2009, which is intended, among other things, to facilitate
the closing of the transactions contemplated by the Purchase and
Assumption Agreement, dated April 13, 2008.

The agreement was entered with Fremont Investment & Loan,
CapitalSource Inc. and certain subsidiaries of each company, which
provides for the sale by the Bank of certain designated assets and
certain liabilities, including all of the Bank's deposits to
CapitalSource Bank, a proposed California industrial bank and
indirect subsidiary of CapitalSource.

Pursuant to the terms of the Agreement, Tennenbaum agreed that
during the Forbearance Period, it will not, and will direct the
trustee of the Senior Notes not to, take, or cause another person
to take, any action, to accelerate or cause the acceleration of,
the maturity of the Senior Notes or to otherwise enforce payment
of the overdue principal on the Senior Notes, or to exercise any
other default-related rights and remedies available to Tennenbaum
against the company under the Indenture, dated March 1, 1999, for
the Senior Notes or applicable law with respect to the Senior
Notes.

Upon the expiration of the Forbearance Period, Tennenbaum will be
entitled, but not required, to exercise any of its rights and
remedies under the Agreement, the Indenture, or applicable law.  
In accordance with the Agreement, the company will pay for certain
fees and expenses incurred by Tennenbaum in connection with the
Agreement.

The "Forbearance Period" means the period commencing from May 28,
2008 through the earliest to occur of:

   i) the consummation of the transactions contemplated by the
      Purchase Agreement;

  ii) the Bank's banking regulators denial of the transactions
      contemplated by the Purchase Agreement;

iii) the termination of the Purchase Agreement; or

  iv) such earlier date upon the occurrence of certain events.

Also under the terms of the Agreement, Tennenbaum, as the majority
holder of the Senior Notes, instructed the trustee to enter into
the Supplemental Indenture, which was effective on May 28, 2008.

The Supplemental Indenture modifies the terms of the Indenture to,
under certain circumstances, prevent any portion of the Senior
Notes from being declared immediately due and payable under any
provision of the Indenture, other than an event of default that
occurs relating to insolvency or bankruptcy proceedings, until
after the Forbearance Period.

The Supplemental Indenture will have the effect of not permitting
other holders of the Senior Notes to exercise their remedy, if
any, to accelerate the maturity of the Senior Notes that they
otherwise would have been entitled to under the Indenture during
the Forbearance Period.

On March 18, 2008, the company stated in a regulatory filing that
it has delayed its semi-annual interest payment of approximately
$6.6 million which was payable on March 17, 2008, on the Senior
Notes and entered into negotiations with Tennenbaum.

Under the terms of the Indenture, the company's failure to pay
such semi-annual interest payment constituted an event of default
entitling Tennenbaum, as the holder of at least 25% of the
principal amount of the Senior Notes, to declare the entire amount
of the Senior Notes to be immediately due and payable.

                       About Fremont General

Headquartered in Brea, California, Fremont General Corporation
(NYSE: FMT) -- http://www.fremontgeneral.com/-- is a financial         
services holding company  which is engaged in deposit gathering
through a retail branch network in Central and Southern California
and residential real estate mortgage servicing through its wholly
owned subsidiary Fremont Investment & Loan.  Fremont Investment
funds its operations primarily through deposit accounts sourced
through its 22 retail banking branches which are insured up to the
maximum legal limit by the Federal Deposit Insurance Corporation.  
It had $8.8 billion in total assets at Sept. 30, 2007.

The Retail banking Division of Fremont Investment & Loan continues
to offer a variety of savings and money market products as well as
certificates of deposits across its 22 branch network. Customer
deposits remain fully insured by the FDIC up to at least $100,000
and retirement accounts remain insured separately up to an
additional $250,000.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2008,
Fitch Ratings downgraded Fremont General Corporation ratings
and removed the negative rating outlook as: (i) long-term issuer
default rating to 'D' from 'CC'; and (ii) individual rating to 'F'
from 'E'.


G8WAVE HOLDINGS: Sherb & Co. Raises Going Concern Doubt
-------------------------------------------------------
Sherb & Company, LLP, in Boca Raton, Florida, raised substantial
doubt on the ability of g8wave 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 points to the
company's accumulated deficit of $10,196,529 and cash used in
operating activities of $4,408,397 for the year ended Dec. 31,
2007.

                        Liquidity Concerns

The company's consolidated statements of operations and statements
of operating cash flows reveal significant losses and the
utilization of significant amounts of cash to support its
operating activities. For the fiscal year ended Dec. 31, 2007, the
company had an accumulated deficit of $10,196,529, a consolidated
net loss of $7,009,511, and consolidated net cash flows used in
operations of $4,408,397.  The company's operations are not an
adequate source of cash to fund future operations, and these
matters give rise to substantial doubt about its ability to
continue as a going concern.  In order to continue as a going
concern, the company will require additional financing. There can
be no assurance that additional financing will be available when
needed or, if available, that it can be obtained on commercially
reasonable terms.  The company's ability to continue operations
will be dependent upon obtaining such further financing.

                       Results of Operations

The company reported a net loss of $7,009,511 for the year ended
Dec. 31, 2007, which is more than double the $3,260,534 net loss
reported during the 2006 fiscal year.  Revenues for the year ended
Dec. 31, 2007, totaled $6,665,899, much lower than the $9,480,246
net loss reported during the 2006 fiscal year.

The statement of cash flows for the year ended Dec. 31, 2007,
showed that the company used cash for operating activities of
$4,408,397, which is much higher than the cash used for operating
activities during 2006 of $2,818,224.  As of Dec. 31, 2007, the
company only has $852,782 in cash, compared to $4,081,176 as of
Dec. 31, 2006.

                       About g8wave Holdings

g8wave Holdings, Inc. (OTC BB: GEWV.OB)-- http://www.g8wave.com--  
an integrated mobile media company, provides interactive
entertainment, social networking technologies, and community
services to the mobile market worldwide. Its technology platform
enables clients to access Internet services, including streaming
video and messaging through various protocols comprising wireless
access protocol, multimedia messaging services, short messaging
service, and Java.


GENOIL INC.: Posts C$3.4 Net Loss in 2008 1st Qtr. Ended March 31
-----------------------------------------------------------------
Genoil Inc. reported a net loss of C$3,463,641, on revenues of
C$22,177, for the first quarter ended March 31, 2008, compared
with a net loss of C$1,829,414, on zero revenues, in the same
period in 2007.

At March 31, 2008, the company's consolidated balance sheet showed
C$5,102,569 in total assets, C$2,126,946 in total liabilities, and  
C$2,975,623 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $405,501 in total current assets
available to pay $1,984,188 in total current liabilities.

                       Going Concern Doubt

As at March 31, 2008, the company had incurred accumulated losses
of C$58,585,694 since inception.

The company believes that its ability to continue as a going
concern is in substantial doubt and is dependent on achieving
profitable operations, commercialising its upgrader technology,
and obtaining the necessary financing in order to develop this
technology further.

                        About Genoil Inc.

Headquartered in Alberta, Canada, Genoil Inc. (OTC BB: GNOLF.OB)
(CDNX: GNO.V) -- http://www.genoil.net/-- is an international  
engineering technology development company.  The company
specializes in heavy oil upgrading, process system optimization,
development, engineering, design and equipment supply,
installation, start up and commissioning of services to specific
oil production, refining and related markets.

Genoil has designed and developed the Genoil Hydroconversion
Upgrader, an improved hydrogenation process that upgrades and
increases the yields from high sulphur, acidic, heavy crude oils
and heavy refinery feed stocks, bitumen and refinery residues into
light, clean transportation fuels; and the Crystal Sea separator,
a bilge water treatment system which has met the guidelines and
standards of the United States Coast Guard and the International
Maritime Organization's MEPC Resolution 107 (49) MEP for pollution
prevention equipment for ship bilges.


GLOBE RE: Moody's Assigns '(P)B2' Rating on $15 Million Notes
-------------------------------------------------------------
Moody's Investors Service has assigned these provisional ratings
to the proposed debt securities of Globe Re Limited:

  -- (P)Baa3 to the $45 million Tranche A Principal-at-Risk
      Variable Rate Notes and Term Loans due 2010

  -- (P)Ba2 to the $40 million Tranche B Principal-at-Risk
      Variable Rate Notes and Term Loans due 2010

  -- (P)B2 to the $15 million Tranche C Principal-at-Risk Variable
      Rate Notes and Term Loans due 2010

Moody's will assign definitive ratings upon review of final
executed documents.

Globe Re is a limited-life reinsurance vehicle that is commonly
referred to as a 'sidecar'.  Hannover Ruckversicherung AG is the
sponsor of the vehicle.

"Globe Re will assume from Hannover Re a majority share of the
premiums and losses on a handful of U.S. property catastrophe
reinsurance contracts that Hannover Re will underwrite on behalf
of certain clients," notes senior analyst Kevin Lee.

Globe Re will be capitalized with $33 million of equity and $100
million of debt securities, offered in both loan and note format,
to collateralize potential claim obligations to Hannover Re over
the one-year risk period.  The debt securities will be arrayed in
tranches, each having a different probability of attachment,
expected loss, and priority with respect to interest and principal
payments, hence the difference in ratings.

The ratings for the debt securities are supported by Moody's
probabilistic analysis to determine both the probability of
default and expected loss to debt holders, relative to promised
interest and principal.  The most important inputs into the
financial modeling exercise are the exceedance probability curves
of gross losses to Globe Re derived by Benfield Advisory.  Moody's
loaded the Base Curves to reflect non-modeled elements as well as
Moody's judgment about the inherent uncertainty in peril modeling.  
The PDs and ELs from this exercise were then compared to Moody's
idealized default rates and expected loss rates over a duration of
1 year.  The financial modeling also contemplated uncertainty in
loss estimates at the time of commutation and counterparty risk to
the asset swap provider.

Key rating factors include:

1) Model Risk: Catastrophe modeling error is the most important
risk factor.  Moody's recognizes the inherent uncertainty in peril
modeling especially as it relates to certain perils and regions
like New Madrid earthquake where little historical data is
available for model calibration.  The quality of input data also
has a significant influence on peril modeling results.

Moody's loaded the Base Curves to account for several items: 1)
non-modeled coverage elements such as loss adjustment expenses and
extra-contractual obligations; 2) missing property characteristics
in the exposure data particularly as it relates to year of
construction, number of stories, and square footage for certain
contracts; and 3) inherent uncertainty in modeling natural
catastrophes as evidenced by differences in model results produced
by RMS 7.0 models versus AIR 9.5 models for this transaction.  
Moody's view positively however that the majority of the risks are
residential exposures which tend to be more homogeneous than
commercial or industrial exposures with respect to property and
insurance coverage characteristics, making them more amenable to
modeling.  Moody's also view positively that detailed level models
were used to model each contract with the exception of one large
contract where tractability dictated the use of aggregate level
models.

2) Portfolio Largely Known Upfront: Moody's views this as a
significant positive relative to many sidecars in that it will
cover a pre-defined (as opposed to an open-ended) group of
contracts for only one year (as opposed to multiple years).  This
precludes the need to project future premiums and exposures beyond
these contracts which will incept in June 2008.  Furthermore, most
of the underlying contracts have already been priced, suggesting
only modest uncertainty in actual versus projected premiums.  
Premium levels will have the greatest impact on equity investors
and the most junior debt holders, because these investors rely
more heavily on premiums as a claims-paying cushion.

3) Concentration in Florida But Contract Assembly Mitigates
Overlap: More than three-quarters of total limits ceded to Globe
Re have some exposure to Florida hurricanes and about half of
total limits are specific to and only cover Florida.  Of those
Florida-specific limits, about half are exposed to losses from
first events and the balance is exposed to second events.  Those
second event limits can only attach if a second Florida hurricane
event occurs during the risk period and the client's coverage from
the Florida Hurricane Catastrophe Fund (FHCF) has been exhausted.  
Further, the largest contract ceded to Globe Re specifically
excludes Florida.  The maximum limit of liability to Globe Re on
any one contract is limited to $60 million or less (warranted in
the documentation) to mitigate lumpy exposures.  Lastly, there is
a fair amount of diversity with respect to the modeled attachment
probabilities for each underlying contract.

4) originate-to-distribute model highlights importance of adequate
Alignment of Interests: The motivation for this transaction
differs from that of many sidecar transactions that Moody's has
rated in that the sponsor is originating certain reinsurance
contracts largely for the express purpose of passing those risks
onto the capital markets.  To demonstrate some 'skin in the game',
Hannover Re is contemplating these: (a) taking a modest equity
interest in Globe Re, (b) assuming the tail risk should Globe Re
exhaust its capital, and (c) Hannover Re and its affiliates will
retain a minimum amount (equal to 20% of the aggregate limit of
liability to Globe Re) on the underlying contracts and/or the
broader reinsurance programs that encompass these underlying
contracts.

Although only the last item is warranted in the documentation,
Moody's could lower its ratings should the alignment of interests
fall materially short of what is currently contemplated.

5) Commutation Mechanism: In the financial analysis, Moody's has
reflected some possibility for over-estimation of loss reserves at
the time of commutation.

6) Restrictions on Invested Assets and Asset Swap: Moody's
expectation is that investment allocation will favor highly-rated
fixed securities, given that capital preservation and liquidity
are critical to debt holders and because Globe Re may become
liable for substantial claim payments on short notice, as is
typical of the property catastrophe reinsurance business.  
Investment guidelines preclude investments in structured finance
products, among other restrictions.

Further, Globe Re will enter into an asset swap agreement with a
highly rated swap counterparty who will make quarterly payments to
the collateral trust of LIBOR minus a spread and deliver par
against the sale of collateral assets in exchange for receiving
all investment income generated from the collateral assets.  There
will also be a monthly true-up of the asset portfolio such that if
the portfolio value falls below 95% of outstanding par, the swap
counterparty will collateralize the difference.  Asset swaps are a
common feature of catastrophe bonds but less common in sidecar
vehicles.

Hannover Reinsurance Company, based in Hannover, Germany, is among
the top 5 reinsurance providers worldwide in terms of premium
volume.  The company maintains business relations with more than
5,000 insurance companies in about 150 countries.  It generates
the major part of its revenues in Europe (54% of gross premiums
written (GPW) in 2007, with 17% from Germany), North America
(27%), Asia (7%), Australia (6%), Africa (3%) and Latin America
(3%).  As of 31 December 2007, the company reported shareholders'
equity of EUR 3.3 billion and net income of EUR 734 million in its
consolidated financial statements under IFRS.


GREEKTOWN CASINO: Wants to Hire Schafer & Weiner as Bankr. Counsel
------------------------------------------------------------------
Greektown Holdings LLC and its debtor-affiliates ask permission
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Schafer and Weiner PLLC as their general
bankruptcy counsel.

As general bankruptcy counsel, Schafer and Weiner will represent
and assist the Debtors in all facets of their Chapter 11 cases
and reorganization proceedings.

Pursuant to a Retention Letter Agreement dated May 28, 2008, the
Debtors will pay these Schafer attorneys these hourly rates:

        Attorney                    Hourly Rate
        --------                    -----------
        Daniel J. Weiner               $390
        Michael E. Baum                $390
        Howard M. Borin                $295
        Joseph K. Grekin               $260
        Michael R. Wernette            $260
        Ryan D. Heilman                $260
        Leon N. Mayer                  $195
        Kim K. Hilary                  $180
        Todd M. Schafer                $150
        Tracey L. Porter               $145
        John J. Stockdale              $140

The Debtors also propose that Schafer and Weiner's legal
assistants be paid $120 per hour.  In addition, the Debtors note,
the proposed fees for Schafer includes a $100,000 retainer, which
include the filing fees, plus an agreement to fund escrow
payments subject to Court approval in accordance with a budget
that has been approved by the Debtors, and their prepetition and
proposed postpetition lenders.

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

                    About Greektown Holdings

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring over 75,000 square feet of casino
gaming space with more than 2,400 slot machines, over 70 tables
games, a 12,500-square foot salon dedicated to high limit gaming
and the largest live poker room in the metropolitan Detroit gaming
market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan
D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC serves as the Debtors' claims, noticing, and
balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GREEKTOWN CASINO: Wants to Employ Honigman as Special Counsel
-------------------------------------------------------------
Greektown Holdings LLC and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Eastern District of
Michigan to employ Honigman Miller Schwartz and Cohn LLP as their
special counsel.

Greektown Casino LLC Chief Financial Officer Clifford J. Vallier
tells the Court that Honigman is one of the leading law firms in
Michigan and has expertise in corporate, real estate, gaming,
hospitality, finance, bankruptcy and reorganization, labor, tax
law, intellectual property, environmental, and employee benefits
and construction.

Mr. Vallier relates that Honigman has served as the Debtors'
general counsel since 2004 and the firm has provided the Debtors
with a variety of prepetition legal services.  He avers that the
Debtors will need continuing legal representation during the
duration of their Chapter 11 cases.

The Debtors maintain that if Honigman could not continue to
provide them services that are similar to the prepetition legal
services the firm provided, they will incur large legal fees and
delays in having another law firm learn the necessary facts and
law in order to provide those services.

As the Debtors' special counsel, Honigman will continue to:

   (a) represent the Debtors in regulatory issues, including
       with the Michigan Gaming Board, in negotiations with Ted
       Gatzaros, an equity holder and secured lender, in
       financing issues, including relations with their secured
       lenders and bondholders, and on issues arising from the
       construction of their new casino/hotel building and
       its parking structures;

   (b) prepare the Debtors' s-4 registration statement and
       assisting in seeking an equity investor, including
       preparing a due diligence room;

   (c) address the issues of engaging an investment banker for
       a potential sale of the Debtors' assets;

   (d) negotiate, draft and analyze contracts;

   (e) provide labor, benefits, environmental, taxes and
       litigation services;

   (f) assist the Debtors, in connection with the possible
       sale of their assets or if they seek an equity investment,
       with the drafting and negotiating of confidentiality
       agreements, letters of intent, an asset purchase agreement
       and its schedules, and due diligence activities related to
       an asset sale or equity investment;

   (g) assist the Debtors in connection with the drafting a
       proposed disclosure statement.

Honigman agree to coordinate and work closely with the Debtors'
proposed counsel, Schafer and Weiner PLLC, to ensure that there
will be no duplication of services with Schafer.

Mr. Vallier said that it is possible that the Debtors may request
Honigman to perform additional services beyond the Prepetition
Legal Services, Sale Services, and Disclosure Services.  In those
instances, the Debtors intend to file with the Court supplemental
applications to authorize Honigman to perform those additional
services.

The Debtors will pay for Honigman's services in accordance with
the firm's customary hourly rates:

          Professional              Hourly Rate
          ------------              -----------
          Partners                 $275 to $680
          Associates               $190 to $275
          Legal Assistants          $80 to $220

The Honigman professionals' standard hourly rates are:

     
    Professional          Position          Hourly Rate
    ------------          --------          -----------
    Michael Shapiro       Partner              $595
    John D. Piritch       Partner              $505
    Judy B. Calton        Partner              $475
    Michael D. Dubay      Partner              $405
    Margaret E. Greene    Partner              $380
    E. Todd Sable         Partner              $375
    Andrea Hansen         Partner              $355
    Aaron Silver          Partner              $275
    Melissa Langridge     Associate            $245
    Joseph R. Sgroi       Associate            $230
    Adam Keith            Associate            $205
    Brenda E. Lundberg    Associate            $175

Judy B. Calton, Esq., a partner at Honigman, disclosed that the
firm received a $300,000 retainer for services it is to render
for the Debtors' benefit and as an advance against expenses to be
incurred by the firm.

Ms. Calton assures the Court that her firm does not hold or
represent any interest materially adverse to the interest of the
Debtors and their estates.  She adds that the firm is a
"disinterested person" within the meaning of Section 101(14), as
modified by Section 1107(b) of the U.S. Bankruptcy Code.

                    About Greektown Holdings

Based in Detroit, Michigan, Greektown Holdings, LLC and its
affiliates -- http://www.greektowncasino.com/-- operate world-
class casino gaming facilities located in Detroit's historic
Greektown district featuring over 75,000 square feet of casino
gaming space with more than 2,400 slot machines, over 70 tables
games, a 12,500-square foot salon dedicated to high limit gaming
and the largest live poker room in the metropolitan Detroit gaming
market.

Greektown Casino employs approximately 1,971 employees, and
estimates that it attracts over 15,800 patrons each day, many of
whom make regular visits to its casino complex and related
properties.  In 2007, Greektown Casino achieved a 25.6% market
share of the metropolitan Detroit gaming market.  Greektown Casino
has also been rated as the "Best Casino in Michigan" and "Best
Casino in Detroit" numerous times in annual readers' polls in
Detroit's two largest newspapers.

The company and seven of its affiliates filed for Chapter 11
protection on May 29, 2008 (Bankr. E.D. Mich. Lead Case No. 08-
53104).  Daniel J. Weiner, Esq., Michael E. Baum, Esq., and Ryan
D. Heilman, Esq., at Schafer and Weiner PLLC, represent the
Debtors in their restructuring efforts.  Judy B. Calton, Esq., at
Honigman Miller Schwartz and Cohn LLP, represents the Debtors as
their special counsel.  The Debtors chose Conway MacKenzie &
Dunleavy as their financial advisor, and Kurtzman Carson
Consultants LLC serves as the Debtors' claims, noticing, and
balloting agent.

When the Debtor filed for protection from its creditors, it listed
consolidated estimated assets and debts of $100 million to $500
million.  (Greektown Casino Bankruptcy News, Issue No. 1;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


GLOUCESTER STREET: Moody's Cuts Rating, to Undertake Review
-----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Gloucester Street ABS CDO I, Ltd.;

Class Description: $890,000,000 Class A-1 Floating Rate Notes Due
June 2040

Prior Rating: Aaa

Current Rating: Aa1, on review for possible downgrade

Class Description: $37,000,000 Class A-2 Floating Rate Notes Due
June 2040

Prior Rating: Aaa

Current Rating: A1, on review for possible downgrade

Class Description: $31,500,000 Class B Floating Rate Notes Due
June 2040

Prior Rating: Aa2

Current Rating: Baa2, on review for possible downgrade

Class Description: $15,500,000 Class C Floating Rate Deferrable
Interest Notes Due June 2040

Prior Rating: A3

Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $14,000,000 Class D Floating Rate Deferrable
Interest Notes Due June 2040

Prior Rating: Baa3

Current Rating: Ca

Class Description: $12,000,000 Aggregate Liquidation Preference

Prior Rating: Ba2

Current Rating: Ca

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


GS MORTGAGE: Moody's Affirms Ratings of Series 2005-GG4 Certs.
--------------------------------------------------------------
Moody's Investors Service upgraded the ratings of one class and
affirmed 26 classes of GS Mortgage Securities Corporation II,
Commercial Mortgage Pass-Through Certificates, Series 2005-GG4 as:

-Class A-1, $70,772,934, affirmed at Aaa

-Class A-1P, $35,386,467, affirmed at Aaa

-Class A-DP, $152,002,467, affirmed at Aaa

-Class A-2, $349,848,000, affirmed at Aaa

-Class A-3, $288,705,000, affirmed at Aaa

-Class A-ABA, $207,259,000, affirmed at Aaa

-Class A-ABB, $29,609,000, affirmed at Aaa

-Class A-4, $500,000,000, affirmed at Aaa

-Class A-4A, $1,171,595,000, affirmed at Aaa

-Class A-4B, $167,371,000, affirmed at Aaa

-Class A-1A, $168,888,173, affirmed at Aaa

-Class A-J, $300,060,000, affirmed at Aaa

-Class X-P, Notional, affirmed at Aaa

-Class X-C, Notional, affirmed at Aaa

-Class B, $65,013,000, upgraded to Aa1 from Aa2

-Class C, $35,007,000, affirmed at Aa3

-Class D, $75,015,000, affirmed at A2

-Class E, $40,008,000, affirmed at A3

-Class F, $55,011,000, affirmed at Baa1

-Class G, $45,009,000, affirmed at Baa2

-Class H, $40,008,000, affirmed at Baa3

-Class J, $20,004,000, affirmed at Ba1

-Class K, $20,004,000, affirmed at Ba2

-Class L, $20,004,000, affirmed at Ba3

-Class M, $10,002,000, affirmed at B1

-Class N, $10,002,000, affirmed at B2

-Class O, $10,002,000, affirmed at B3

Moody's is upgrading Class B due to increased defeasance, improved
performance of two loans with underlying ratings and overall
stable pool performance.

As of the May 12, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 1.5%
to $3.9 billion from $4.0 billion at securitization. The
Certificates are collateralized by 188 mortgage loans ranging in
size from less than 1.0% to 5.1% of the pool, with the top 10
loans representing 29.4% of the pool. The pool includes three
loans with underlying investment grade ratings, representing 6.2%
of the outstanding loan balance. Nine loans, representing 7.5% of
the pool, have defeased and are collateralized with U.S.
Government securities.

No loans have been liquidated from the pool since securitization.
Currently one loan, representing 2.1% of the pool, is in special
servicing. Moody's is not estimating a loss from this loan
currently. Eighteen loans, representing 13.1% of the pool, are on
the master servicer's watchlist. The watchlist includes loans
which meet certain portfolio review guidelines established as part
of the Commercial Mortgage Securities Association monthly
reporting package. As part of our ongoing monitoring of a
transaction, Moody's reviews the watchlist to assess which loans
have material issues that could impact performance. Not all loans
on the watchlist are delinquent or have significant issues.

Moody's was provided with full-year 2007 operating results for
75.0% of the pool. Moody's weighted average loan to value ("LTV")
ratio for the conduit component is 98.6% compared to 100.6% at
Moody's last full review in June 2007 and 99.8% at securitization.

The largest loan with an underlying rating is the Streets at
Southpoint Loan ($162.4 million -- 4.1%), which is secured by the
borrower's interest in a 1.3 million square foot regional mall
located in Durham, North Carolina. The center is anchored by
Macy's, Nordstrom, Hudson Belk, J.C. Penny and Sears. The in-line
stores were 97.8% occupied as of December 2007 compared to 98.5%
at last review. Performance has improved due to increased rental
revenues and amortization. The Rouse Company is the loan sponsor.
Moody's current underlying rating is Baa1 compared to Baa2 at last
review.

The second largest loan with an underlying rating is the 200
Madison Avenue Loan ($45.0 million -- 1.1%), which is secured by a
666,100 square foot office building located in the East Midtown
South submarket of New York City. The property was 99.6% occupied
as of March 2008, the same as at last review. The largest tenant
is the Phillips Van Heusen Corporation (Moody's senior unsecured
rating Baa3, positive outlook), which occupies 24.0% of the
premises through October 2023. The loan is interest only for its
entire term. Moody's current underlying rating is Aa2 compared to
Aa3 at last review.

The third largest loan with an underlying rating is the Cascade
Mall Loan ($39.8 million -- 1.0%), which is secured by a 434,000
square foot shopping mall located in Burlington, Washington. The
center is anchored by Macy's, J.C. Penny and Sears. The in-line
shops were 96.2% occupied as of December 2007, the same as at last
review. Moody's current underlying rating is Baa3, the same as at
last review.

The three largest conduit loans represent 12.7% of the pool. The
largest conduit loan is Wells Fargo Center Loan ($200.0 million --
5.1%), which is secured by a 1.2 million square foot Class A
office building located in the Denver CBD. The property was 95.3%
occupied as of December 2007 compared to 96.7% at last review. The
largest tenant is Wells Fargo Bank, N.A. (Moody's senior unsecured
rating Aaa, stable outlook), which occupies 30.0% of the premises
through December 2020. The loan is interest only for its entire
term. Moody's LTV is 119.4% compared to 128.9% at last review.

The second largest conduit loan is the Mall at Wellington Green
Loan ($200.0 million -- 5.1%), which is secured by the borrower's
interest in a 1.3 million square foot regional mall located in
Palm Beach, Florida. The mall is anchored by Dillard's, Macy's,
J.C. Penny and Nordstrom. The center was 100.0% occupied as of
December 2007 compared to 98.6% at last review. The loan is
interest only for its entire term. Moody's LTV is 98.8% compared
to 99.4% at last review.

The third largest conduit loan is the Century Centre Office Loan
($98.5 million -- 2.5%), which is secured by two office towers
located in Irvine, California. The buildings total 448,000 square
feet and were 75.9% occupied as of December 2007 compared to 92.6%
at securitization. The decline in occupancy is due to the June
2007 lease termination of Ameriquest, which occupied 29.4% of the
premises at securitization. Performance has been impacted by the
decline in occupancy. Moody's LTV is 114.1% compared to 113.8% at
last review.


HALCYON JETS: Rosenberg Rich Expresses Going Concern Doubt
----------------------------------------------------------
In a letter dated May 5, 2008, Bridgewater, N.J.-based Rosenberg
Rich Baker Berman & Company raised substantial doubt on the
ability of Halcyon Jets Holdings, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Jan. 31, 2008.

The auditor reported that the company began its operations in
March 2007 and has not as yet attained a level of operations,
which allows it to meet its current overhead.  In addition, the
company does not contemplate attaining profitable operations
within its first few operating cycles and is dependent upon
obtaining additional financing adequate to fund working capital,
infrastructure, and significant marketing or investor related
expenditures to gain market recognition in order to achieve a
level of revenue adequate to support its cost structure,

                         Subsequent Events

In February 2008, the company retained a sales representative
company under a five year arrangement.  Compensation is based upon
a percentage of the gross profits earned by the company.  The
agreement provides for performance standards for the sales
representative which if not achieved can result in early
termination of the agreement.  The representative was advanced
$195,000, including $60,000 paid prior to Jan. 31, 2008, and
classified as Prepaid Expenses in the accompanying consolidated
balance sheet.  The advances are to be repaid from the
representative's earnings; however, if certain performance levels
are achieved within the first fourteen months of the contract, a
portion of the advance will be forgiven.  In addition, if during
the first fourteen months of the contract, the sales
representative generates gross profits of $2,000,000 the sales
representative will be granted 300,000 options to purchase shares
of the company's common stock and for each additional $1,000,000
of gross profit (a maximum of $10,000,000) during the period the
sales representative will receive 100,000 options.

On Apr. 1, 2008, the company's Board of Directors authorized the
company to reduce the option exercise price from $1 to $.38 to
officers, directors and key employees who hold 3,715,000 options.

                            Financials

The company posted a net loss of $5,544,773 on total revenues of
$12,307,702 from Feb. 1, 2007, its date of inception, to Jan. 31,
2008.

At Jan. 31, 2008, the company's balance sheet showed $4,017,369 in
total assets, $2,485,217 in total liabilities, and $1,532,152 in
total stockholders' equity.  

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

                        About Halcyon Jets

Halcyon Jets Holdings Inc.,(HJHO.OB) --
http://www.halcyonjets.com/--  provides luxury private transport  
by connecting travelers with independently owned and operated
executive aircraft.  The company was founded in February 2007 and
is headquartered in New York, New York with additional offices in
Boca Rotan, Florida and Beverly Hills, California.


HANCOCK FABRICS: Wants Ch. 11 Plan Filing Date Extended to June 30
------------------------------------------------------------------
Hancock Fabrics Inc. and its debtor-affiliates ask the United
States Bankruptcy Court for the District of Delaware to further
extend the periods during which they have the exclusive right to
file a plan of reorganization, through June 30, 2008, and solicit
and obtain acceptances of that plan, through Aug. 29, 2008.

Robert J. Dehney, Esq., at Morris, Nichols, Arsht & Tunnell LLP,
in Wilmington, Delaware, tells the Court that the Debtors have
made and continue to make substantial progress toward the primary
objective in their bankruptcy cases -- to maximize the value of
their estates for the benefit of the creditors and other
stakeholders.

According to Mr. Dehney, the Debtors have spent time:

   i. working to maintain the provision of goods and services
      from their many vendors;

  ii. contracting the retail footprint of the business;

iii. developing and implementing several key initiatives
      intended to bring the Debtors' retail operations into line
      with current best practices in modern retailing;

  iv. preparing and filing required financial reports with the
      Securities and Exchange Commission for fiscal years 2006
      and 2007;

   v. undertaking the disposition of their retail store leases
      through assumption, assumption and assignment, or
      rejection; and

  vi. preparing a long range business plan intended to bring
      maximum value to the Debtors' constituents.

However, notwithstanding the progress that has been made, the
Debtors still have certain critical issues to address before they
will be in a position to file a plan, including, among other
things, the resolution of certain issues related to claims
reconciliation, exit financing and the plan of reorganization,
Mr. Dehney says.

As previously reported, the Debtors have sought and obtained
commitments to provide exit financing to refinance their existing
secured indebtedness, fund a plan, and finance their
post-emergence operating expenses and other working capital
needs.  The Debtors and their counsel and advisors have also
devoted significant time formulating and revising an appropriate
plan of reorganization that will provide maximum value for their
estates, creditors and other stakeholders.

"Although the Debtors are committed to confirming a plan in the
very near term, they also recognize that the plan process must
necessarily follow the resolution of certain critical issues . .
. and will require some additional time to address such issues
successfully," Mr. Dehney explains.

Mr. Dehney assures the Court that the Debtors' requested
extension of the Exclusive Periods does not exceed the 18-month
limitation for the exclusive period to file a plan or the
20-month limitation for the exclusive period to solicit
acceptances of a plan.

Mr. Dehney further notes that the Official Committee of Unsecured
Creditors, the Official Committee of Equity Security Holders, and
other parties-in-interest will not be prejudiced by an extension
of the Exclusive Periods since the requested extension will not
preclude these parties from seeking a reduction or termination of
the Exclusive Periods for cause.

The Equity Committee has consented to the extension, notes Mr.
Dehney.

The Court will convene a hearing on the Debtors' request on
June 17, 2008.  By application of Rule 9006-2 of the Local Rules
of Bankruptcy Practice and Procedures of the U.S. Bankruptcy
Court for the District of Delaware, the Debtors' exclusive plan
filing period is automatically extended through the conclusion of
that hearing.

                     About Hancock Fabrics

Headquartered in Baldwyn, Mississippi, Hancock Fabrics Inc.
(OTC: HKFIQ) -- http://www.hancockfabrics.com/-- is a specialty
retailer of a wide selection of fashion and home decorating
textiles, sewing accessories, needlecraft supplies and sewing
machines.  Hancock Fabrics is one of the largest fabric retailers
in the United States, currently operating approximately 400 retail
stores in approximately 40 states.  The company employs
approximately 7,500 people on a full-time and part-time basis.
Most of the company's employees work in its retail stores, or in
field management to support its retail stores.

The company and six of its debtor-affiliates filed for chapter 11
protection on March 21, 2007 (Bankr. D. Del. Lead Case No.
07-10353).  Robert J. Dehney, Esq., at Morris, Nichols, Arsht &
Tunnell, represent the Debtors.  The U.S. Trustee for Region 3
appointed five creditors to serve on an Official Committee of
Unsecured Creditors.  As of Sept. 1, 2007, Hancock
Fabrics disclosed total assets of $159,673,000 and total
liabilities of 122,316,000.

(Hancock Fabric Bankruptcy News, Issue No. 33, Bankruptcy
Creditors' Service Inc.; http://bankrupt.com/newsstand/or  
215/945-7000).


HARRY'S LOBSTER: Wants $603,463 Taxes Filed By New Jersey Reduced
-----------------------------------------------------------------
Harry's Lobster House Corp. is set to do battle with the New
Jersey Division of Taxation regarding $603,463 in taxes plus
interest the Division assessed on the company.

New Jersey's The Daily Journal relates that in May 2003, New
Jersey auditors found that Harry's Lobster House owner J. Louis
Jacoubs owed the state for unpaid corporate business tax, unpaid
gross income withholding tax, unpaid litter tax, and unpaid sales
and use tax from 1997 through 2001.

The Daily Journal says Harry's Lobster House filed for bankruptcy
in February 2008 in a last-ditch attempt to keep the state from
taking it over and auctioning it off.

The report says Mr. Jacoubs wants the penalty reduced.  He also
wants to sell the assets.

According to state law, Mr. Jacoubs had 90 days to challenge the
state's findings with a formal complaint, but he missed the
deadline, the Daily Journal says.  The Division of Taxation
decided his challenge was too late and refused to relent, the
report says.

According to the report, Mr. Jacoubs took his case to the state
Supreme Court, where justices in June 2006 decided the department
wasn't obligated to consider a protest made after the deadline.

The Journal says New Jersey began to close in, first writing
letters demanding payment and then seizing Harry's Lobster House
and its liquor license.  State officials descended on the
restaurant one day last January and changed the locks, Mr. Jacoubs
said, according to the report.

New Jersey was prepared to auction the assets, until Harry's
Lobster House sought bankruptcy protection.

Timothy Neumann, Esq., counsel to Harry's Lobster House, believes
the state's methodology misses the mark in this case.

Former Assemblyman Steve Corodemus, who sat in on meetings between
Mr. Jacoubs and the Division of Taxation after Jacoubs
unsuccessfully tried to contest the results, said the crowds at
Harry's Lobster House were sparse.  "If the state was right, then
the volume of sales would have to be so substantial that everybody
who ever went to Harry's Lobster House would state (the auditors'
finding) was ridiculous."

The Harry's Lobster House Corp., operates a seafood restaurant.  
The company filed for chapter 11 bankruptcy protection on February
12, 2008, before the the Bankruptcy Court for the District of New
Jersey in Trenton (Case No. 08-12434).  Timothy P. Neumann, Esq.,
Broege, Neumann, Fischer & Shaver, in Manasquan, New Jersey,
represents the Debtor.  When it filed for bankruptcy the Debtor
estimated assets and debts to be $1,000,001 to $10,000,000.


HEMOSOL CORP: Court Extends CCAA Stay Until August 15
-----------------------------------------------------
PricewaterhouseCoopers Inc. in its capacity as interim receiver of
the assets, property and undertaking of 1608557 Ontario Inc.,
formerly known as Hemosol Corp., and its affiliate Hemosol LP said
that the Ontario Superior Court of Justice granted an order dated
May 30, 2008, amongst other things authorizing, but not
obligating, the Receiver to file an amended plan of compromise and
arrangement for 1608557's creditors and approving the procedures
pursuant to which, if such Amended Plan is filed, the Receiver
would reconvene meetings of creditors for the purposes of
considering and voting on the Amended Plan. The Court also granted
a further extension of the stay of proceedings against 1608557.
The current Companies' Creditors Arrangement Act stay of
proceedings will now expire on August 15, 2008.

It is uncertain at this time whether an Amended Plan will actually
be filed. However, if an Amended Plan is filed and approved by the
requisite majorities of 1608557's creditors, it is anticipated
that it will result in a substantial dilution or cancellation of
the pre-restructuring shares of 1608557.

Headquartered in Ontario, Canada, 1608557 Ontario Inc. fka Hemosol
Corp. (NASDAQ: HMSLQ, TSX: HML) -- http://www.hemosol.com/-- is  
an integrated biopharmaceutical developer and manufacturer of
biologics, particularly blood-related protein based therapeutics.  
Information on Hemosol's restructuring is available at:

     http://www.pwc.com/ca/eng/about/svcs/brs/hemosol.html/

Hemosol Corp. and Hemosol LP filed a Notice of Intention to Make a
Proposal Pursuant to Section 50.4 (1) of the Bankruptcy and
Insolvency Act on Nov. 24, 2005.  The company had defaulted in the
payment of interest under its $20 million credit facility.  
Hemosol said that it would require additional capital to continue
as a going concern and is in discussions with its secured
creditors with respect to its current financial position.  

On Dec. 5, 2005, PricewaterhouseCoopers Inc. was appointed interim
receiver of the companies.


HERBST GAMING: S&P Puts Default Rating on 8.125% Notes
------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Herbst
Gaming Inc.'s 8.125% senior subordinated notes due 2012 to 'D'
from 'C', following the company's failure to make an interest
payment on June 1, 2008.

Herbst announced in an NT 10-Q filing on May 16, 2008, that it
would not make the June 1 payment on these notes after receiving a
payment blockage notice from the administrative agent under the
amended credit agreement, which states that no payments can be
made with respect to any of its subordinated notes as a result of
an event of default.  S&P stated at that time that it would lower
its rating to 'D' on the subordinated notes once the payment was
missed.


Ratings List
                             To             From
                             --             ----
Herbst Gaming Inc.
Corporate Credit Rating     D/--/--
8.125% sub nts due 2012     D              C/Watch Neg


HERITAGE HOMES: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Heritage Homes Inc.
        1911 SW Campus DR
        P.O. Box 335
        Federal Way, WA 98023

Bankruptcy Case No.: 08-13285

Chapter 11 Petition Date: May 29, 2008

Court: Western District of Washington (Seattle)

Judge: Samuel J. Steiner

Debtor's Counsel: J. Todd Tracy, Esq.
                  Crocker Kuno PLLC
                  720 Olive Way Ste 1000
                  Seattle, WA 98101
                  Tel: 206-624-9894
                  E-mail: ttracy@crockerkuno.com

Total Assets: $8,722,141

Total Debts: $13,629,071

Debtor's XX Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Home Street Bank               Real Estate           $929,184
Residential construction
601 Union Street, Suite 2000
Seattle, WA 98101-2326

Banner Bank                    Commercial Property   $882,365
3005 112th Ave. NE, Suite 100
Bellevue, WA 98004

Frontier Bank                  Commercial Property   $831,691
5602 15th Ave. NW              Value of
Seattle, WA 98107              Secured Lien - $780,000

Homecomings Financial LLC      Commercial Property   $582,142

GMAC                           Commercial Property   $373,541

Cairness Construction LLC      Loan                  $150,000

Bank of America                Line of Credit        $157,209

National City Bank             Commercial Property   $140,342

Mastercraft Carpentry Inc.     Carpenrty Services     $76,311

Bank of America                Credit Card Purchases  $59,127

Chase United Mileage Plan      Credit Card Purchases  $53,004

First American Title Company   Indemnity Claim        $51,618

Marcy Lang                     Loan                   $50,000

Ron Healy                      Commercial Property    $46,236
                               Value of
                               security - $551,950
                               Value of
                               senior lien - $567,641

The Healy Alliance PS Inc.     Services                $46,236

Summit Drywall Inc.            Labor and materials     $40,388

Ivan's Siding Co.              Siding materials and    $40,058
                               labor

Miller Drywall                 Commercial property     $38,000
                               Value of
                               security - $928,889
                               value of
                               senior lien - 959,878

Miller Drywall Inc.            Sheetrock                $38,000         


HOUSE OF EUROPE: Moody's Downgrades Class B Notes Rating to B1
--------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued byHouse of Europe Funding I,
Ltd.:

Class Description: Class A

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Moody's also downgraded and left on review for possible further
downgrade the ratings on these:

Class Description: Class B

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


HUBCO INC: Submits Schedules of Assets and Liabilities
------------------------------------------------------
HUBCO Inc. delivered to the United States Bankruptcy Court for the
Southern District of Texas its schedules of assets and
liabilities, disclosing:

   Name of Schedule                      Assets     Liabilities
   ----------------                    ----------   -----------
   A. Real Property
   B. Personal Property                $1,835,086
   C. Property Claimed
      as Exempt
   D. Creditors Holding                                $330,847
      Secured Claims
   E. Creditors Holding                                   4,470
      Unsecured Priority
      Claims
   F. Creditors Holding                                 929,199
      Unsecured Nonpriority
      Claims
                                       ----------   -----------
      TOTAL                            $1,835,086    $1,264,516

Houston, Texas-based HUBCO Inc. -- http://www.hubcoinc.com/--  
manufactures textile products.  It filed its chapter 11 petition
on April 17, 2008 (Bankr. S.D. Texas Case No. 08-32465).  Judge
Jeff Bohm presides over the case.  Margaret Maxwell McClure, Esq.,
represents the Debtor in its restructuring efforts.


I2 TELECOM: Completes Sale of $425,000 Notes and Stock Warrants
---------------------------------------------------------------
i2 Telecom International, Inc. closed a financing transaction with
six accredited investors in which it sold an aggregate $425,000 of
12% Non-Negotiable Secured Promissory Notes and 5-year warrants to
purchase an aggregate 4,250,000 shares of the company's common
stock at $0.10 per share.  

Braswell Enterprises, L.P., an entity controlled by Audrey L.
Braswell, a director of the company, participated in $75,000 of
these Notes.  The Notes mature on the earlier of (i) 60 days from
the Closing Date or (ii) three business days after the closing of
a minimum of $4,000,000 in financing, and such date is known as
the "Maturity Date."  If the company does not pay the Notes and
any accrued interest thereon by the Maturity Date, then the
company must issue to the note-holders additional 5-year warrants
to purchase an aggregate 2,125,000 shares of the company's common
stock at $0.10 per share for each 30 day period that the Notes and
any accrued interest thereon goes unpaid.  The Notes are secured
by all assets of the company and its subsidiaries, however,
subordinate to a $2,250,000 senior secured debt and pari-passu
with $2,000,000 of subordinated secured debt.

The company shall provide "piggyback" registration rights for the
Warrants and Additional Warrants on any registration statement
filed within six months of the May 27 Closing Date.  The holders
of the Warrants and Additional Warrants also have the right to
participate in any registration for a registered public offering
involving an underwriting.  Additionally, the holders of at least
a majority of the Warrants and Additional Warrants may submit a
written request demanding that the company register the Warrants
and Additional Warrants, which registration statement shall be
filed within 45 days after receipt of such request.

Headquartered in Atlanta, GA, I2Telecom International Inc. (OTCBB:
ITUI) -- http://www.i2telecom.com/-- provides high-quality   
international and domestic long distance calling services to
subscribers at a fraction of the cost of traditional carriers by
leveraging the power of the internet.

The company's patents-pending VoiceStick(TM) device enables any
telephone or business phone system (PBX) to access the company's
global network and advanced routing technologies to complete most
of the call over the internet, paying only for the last leg of the
connection.

                          *     *     *

Freedman & Goldberg CPA's raised substantial doubt on the ability
of i2 Telecom International, 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 ongoing
losses from operations since its inception and the uncertain
conditions that it faces relative to its ongoing debt and equity
fund-raising efforts.

The company posted a net loss of $9,088,752 on total revenues of
$865,151 for the year ended Dec. 31, 2007, as compared with a net
loss of $5,800,177 on total revenues of $754,939 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$3,945,880 in total assets and $6,528,954 in total liabilities,
resulting in $2,583,074 of stockholders' deficit.  


IGENE BIOTECH: McElravy Kinchen Raises Going Concern Doubt
----------------------------------------------------------
McElravy, Kinchen & Associates, P.C., in Houston, raised
substantial doubt on the ability of IGENE Biotechnology, 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 aggregating
approximately $48,739,000 from  inception to Dec. 31, 2007, and
its liabilities exceeded its assets by approximately $14,360,000
at that date.

                       Tate & Lyle Agreement

In an effort to develop a dependable source of production, on
March 19, 2003, Tate & Lyle PLC and IGENE announced a 50:50 joint
venture to produce AstaXin(R) for the aquaculture industry.  
Production utilized Tate & Lyle's fermentation capability together
with the unique technology developed by Igene.  Part of Tate &
Lyle's existing Selby, England, citric acid facility was modified
to include the production of 1,500 tons per annum of astaxanthin.

As of Oct. 31, 2007, IGENE has terminated its relationship with
the Joint Venture with Tate & Lyle.  Igene maintains the saleable
inventory after the termination of the relationship and is
currently reviewing alternatives for a future manufacturing
alternative.  In the interim, Igene will sell the existing
inventory in order to maintain its relationship with customers and
use these funds to cover expenses.  Revenues reported during
fiscal year 2007 were derived from sales of AstaXin(R) to fish
producers in the aquaculture industry in Chile.

IGENE is currently researching various alternatives for future
production but has not yet engaged any new source of production.

                 Liquidity and Capital Resources

Over the next twelve months, the company will need additional
working capital.  Part of this funding is expected  to be received
from sales of AstaXin(R), resulting in increased cash through the
third quarter of 2008.  Thereafter, sales are expected to decline
to zero and remain negligible until a source of production is
identified and production begins.  There will be additional delay
between the commencement of production and the receipt of proceeds
from any sale of such product.  However, there  can  be  no
assurance that projected cash from sales, or additional funding,
will be sufficient for the company to fund its continued
operations.

                  Default Upon Senior Securities

IGENE entered into Convertible Promissory Notes with NorInnova AS,
Knut Gjernes, Magne Russ Simenson, and Nord Invest AS for a total
of $805,000.  Each of the Convertible Notes had a maturity date of
Nov. 1, 2004.   

On Nov. 29, 2006, holders of the Convertible Notes filed a  
complaint against the company in the Circuit Court of Howard
County, Maryland seeking payment of all outstanding amounts due
under the Convertible  Notes.   On Feb. 23, 2007, Igene, paid
$762,638 to the Convertible Note holders as settlement of all
claims related to the Convertible Notes.  The complaint was
dismissed on March 6, 2007.

                       Result of Operations

The company had a net loss of $1,899,073 for the year ended
Dec. 31, 2007, much lower than the $2,431,910 net loss reported
during the previous fiscal year.  The company recorded a gross
profit of $605,098 on $2,286,730 in sales for the 2007 fiscal
year.  The company had no sales and gross profit during the 2006
fiscal year.

The company's balance sheet as of Dec. 31, 2007, showed
$13,099,285 in total assets and $27,459,057 in total liabilities,
resulting in a stockholders' deficit of $14,359,772.  It also had
an accumulated deficit of $48,739,830 as of Dec. 31, 2007.

                      Changes in Accountants

As of January 11, 2008, IGENE dismissed J.H. Cohn LLP as its
independent registered public accounting firm  as
approved by the Audit Committee of the Board of Directors.

The audit report issued by Cohn on the consolidated financial
statements of Igene as of and for the years ended December 31,
2006 and 2005, contained an explanatory paragraph expressing
substantial doubt about the company's ability to continue as a
going concern.

There was a disagreement related to IGENE's initial accounting for
warrants issued in connection with certain debt that arose in
connection with Cohn's review of Igene's quarterly report for the
quarterly period ended June 30, 2007.  As a result, the company
restated the  financial statements included in its annual report
on Form 10-KSB for the year ended Dec. 31, 2006, and the Form 10-
QSB for the three months ended March 31, 2007.

The company appointed McElravy as its new independent registered
public accounting firm effective as of Jan. 15, 2008.

                    About Igene Biotechnology

Based in Columbia, Maryland, Igene Biotechnology, Inc., --
http://www.igene.com/-- develops, markets, and manufactures  
specialty ingredients for human and animal nutrition.  The company
supplies natural astaxanthin, an essential nutrient in different
feed applications and as a source of pigment for coloring farmed
salmon species.  Igene also supplies bulk nutraceutical grade
natural astaxanthin for consumer ready health food supplements.


IGNITION POINT: Defaults on Interest Payments of Debentures
-----------------------------------------------------------
Ignition Point Technologies Corp. (TSX-V:IPN) has agreed in
principle to a proposal to finance and financially restructure its
subsidiary TeraSpan Networks Inc.

The Company's interest in TeraSpan, consisting of equity and debt,
is its main asset and TeraSpan requires additional financing in
order to continue to carry on business. If the TeraSpan
Refinancing does not complete promptly, TeraSpan may be forced to
cease operations.

The financing and the related conversion of approximately $6.5
million of TeraSpan's debt to equity will significantly improve
TeraSpan's balance sheet and will put TeraSpan in a stronger
position to capitalize on its business opportunities. The
financing proceeds will be used to supplement TeraSpan's
working capital and are expected to provide TeraSpan with the time
required to restructure and secure additional financing to support
long-term sustainable operations.

The TeraSpan Refinancing contemplates that a group of investors,
the majority of whom are holders of the Company's Debentures,
will lend up to $612,500 in aggregate to TeraSpan under debentures
bearing interest at 15% and maturing two years from the date of
issue. The New Debentures will be convertible into common shares
of TeraSpan at the option of the holders at any time and in
certain circumstances, at the option of TeraSpan.

In accordance with the conditions of the TeraSpan Refinancing,
prior to closing, all of TeraSpan's existing debt, including its
debt owing to the Company, will be converted into TeraSpan common
shares. The Company will hold 85.7% of TeraSpan's common shares
after the conversion. After giving effect to the debt to equity
conversion, if the New Debentures of $612,500 are fully converted
the Investors will hold 40.5% of TeraSpan's common shares and the
Company's interest will be reduced to 51%.

The TeraSpan Refinancing contemplates that upon closing the
Company will be given the right to only one nominee on the Board
of Directors of TeraSpan and will accordingly no longer control
TeraSpan.

The TeraSpan Refinancing is subject to the parties negotiating,
settling and entering into definitive agreements.

           Default and Inability to Pay Trade Payables

Currently, the Company is indebted in the aggregate principal
amount of $2,500,000, with interest at 15%, is in default
of its interest payment obligations under this debt, and lacks the
liquidity required to make any further interest payments. The
TeraSpan refinancing will not rectify this default nor address the
Company's inability to pay its trade payables. The holders of the
Company's Debentures have not taken action to enforce the
debentures, nor have they called a meeting of creditors to enforce
them. The Company is considering its options in relation to its
debenture and payables obligations.

                       About Ignition Point

Ignition Point Technologies Corp. (TSX-V:IPN) -- http://
www.ignitionpoint.ca/ -- is a Vancouver-based
broadband communications company providing innovative solutions to
expand connectivity to public and private networks. Ignition
Point's 68.6% owned operating subsidiary is TeraSpan Networks Inc.
-- http://www.teraspan.com/


INROB TECH: March 31 Balance Sheet Upside-Down by $546,973
----------------------------------------------------------
Inrob Tech Ltd.'s consolidated balance sheet at March 31, 2008,
showed $5,113,869 in total assets and $5,660,845 in total
liabilities, resulting in a $546,976 total stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,090,983 in total current assets
available to pay $5,445,783 in total current liabilities.

The company reported a net loss of $683,301, on total revenues of
$526,743, for the first quarter ended March 31, 2008, compared
with a net loss of $640,410, on total revenues of $443,300, in the
same period in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d38

                       Going Concern Doubt

Davis Accounting Group P.C., in Cedar City, Utah, expressed
substantial doubt about Inrob Tech 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
pointed to the company's operating losses and negative working
capital.

                         About Inrob Tech

Headquartered in Las Vegas, Nevada, InRob Tech Ltd. (OTC BB:
IRBL.OB) -- http://www.inrobtech.com/-- is an Israeli-based high-
tech company specializing in the planning, manufacturing and
service support of advanced wireless and remote control systems,
operating all types of robots and other vehicles.  The company is
Israel's leader in its field, and supports the IDF (Israeli
Defence Forces), Israeli police, and other military and civilian
companies dealing with security.  Founded in 1988, the company
works closely with other high-tech companies to provide the most
advanced and comprehensive UGV solutions on the market.


IRON MOUNTAIN: S&P Puts 'B+' Rating on $300MM Subordinated Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned an issue and recovery
rating to Iron Mountain Inc.'s $300 million subordinated notes due
2020.  The debt was assigned an issue-level rating of 'B+', and a
recovery rating of '5', indicating our expectation of modest
(10% to 30%) recovery in the event of a payment default.  
     
Proceeds of the new subordinated notes will be used to redeem the
company's 8.25% senior subordinated notes due 2011, repay
borrowing under the revolving credit facility and for general
corporate purposes.  The issue and recovery ratings on Iron
Mountain Inc.'s other secured and unsecured debt remains
unchanged.

Ratings List

Iron Mountain Inc.                      BB-/Negative/--


New Rating

Iron Mountain Inc.
Subordinated
  US$300 mil sr sub nts due 2020        B+   
   Recovery Rating                      5    


IXIS ABS: Moody's Cuts Notes Ratings on Collateral Credit Erosion
-----------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by IXIS ABS
CDO 3 Ltd.:

Class Description: $16,000,000 Class X Notes Due December 2013

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Caa1, on review for possible downgrade

Class Description: Class A-1LA Investor Swap

Prior Rating: Baa1, on review for possible downgrade

Current Rating: B2, on review for possible downgrade

Class Description: $76,000,000 Class A-1LB Floating Rate Notes Due
December 2046

Prior Rating: Ba3, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $28,000,000 Class A-2L Floating Rate Notes Due
December 2046

Prior Rating: B3, on review for possible downgrade

Current Rating: Ca

Class Description: $30,000,000 Class A-3L Floating Rate Notes Due
December 2046

Prior Rating: Caa2, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


KENT FUNDING: Moody's to Review Caa1 Rating on $325MM Notes
-----------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Kent Funding III, Ltd.:

Class Description: $780,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2047

Prior Rating: Aaa, on review for possible downgrade

Current Rating: A1, on review for possible downgrade

Class Description: $325,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2047

Prior Rating: A1, on review for possible downgrade

Current Rating: Caa1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $113,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2047

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: $55,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2047

Prior Rating: Ba1, on review for possible downgrade

Current Rating: Ca

Class Description: $10,000,000 Class C Fifth Priority Mezzanine
Deferrable Floating Rate Notes due 2047

Prior Rating: B3, on review for possible downgrade

Current Rating: C

Class Description: $11,000,000 Class D Sixth Priority Mezzanine
Deferrable Floating Rate Notes due 2047

Prior Rating: Caa1, on review for possible downgrade

Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities


KLEROS PREFERRED: Moody's to Review Ca Rating on $80MM Notes
------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
of notes issued by Kleros Preferred Funding V, Ltd., and left on
review for possible further downgrade rating of one of these
classes of notes as:

Class Description: U.S.$ 1,020,000,000 Class A-1 First Priority
Senior Secured Delayed Draw Floating Rate Notes Due 2050

Prior Rating: Aa1, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: U.S.$ 80,000,000 Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2050

Prior Rating: A3, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$ 40,000,000 Class A-3 Third Priority
Senior Secured Floating Rate Notes Due 2050

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$ 28,500,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2050

Prior Rating: Ba1, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$ 8,000,000 Class C Fifth Priority
Mezzanine Secured Deferrable Floating Rate Notes Due 2050

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$ 2,500,000 Class D Sixth Priority
Mezzanine Secured Deferrable Floating Rate Notes Due 2050

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$ 12,500,000 Class E Seventh Priority
Mezzanine Secured Deferrable Floating Rate Notes Due 2050

Prior Rating: Ca

Current Rating: C

Kleros Preferred Funding V, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities. On December 19, 2007 the transaction experienced an
event of default caused by a failure of the Class A Sequential Pay
Ratio to be greater than or equal to the required amount set forth
in Section 5.1(h) of the Indenture dated January 10, 2007. That
event of default is continuing.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of Class A-1 Notes
issued by Kleros Preferred Funding V, Ltd. is on review for
possible further action.


KLEROS PREFERRED: Moody's to Review Caa2 Rating on $1.8BB Notes
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of seven classes
of notes issued by Kleros Preferred Funding III, Ltd., and left on
review for possible further downgrade rating of one of these
classes of notes as:

Class Description: U.S.$1,800,000,000 Class A-1 First Priority
Senior Secured Delayed Draw Floating Rate Notes Due 2050

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Class Description: U.S.$90,000,000 Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2050

Prior Rating: B3, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$54,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2050

Prior Rating: Caa2, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$9,800,000 Class C Fourth Priority
Mezzanine Secured Deferrable Floating Rate Notes Due 2050

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$25,800,000 Class D Fifth Priority
Mezzanine Secured Deferrable Floating Rate Notes Due 2050

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$6,000,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2050

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$8,000,000 Combination Notes Due 2050

Prior Rating: Ca

Current Rating: C

Kleros Preferred Funding III, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities. On January 2, 2008 the transaction experienced an
event of default caused by a failure of the Class A Sequential Pay
Ratio to be greater than or equal to the required amount set forth
in Section 5.1(h)of the Indenture dated September 26, 2006. That
event of default is continuing.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of the Class A-1
Notes issued by Kleros Preferred Funding III, Ltd. is on review
for possible further action.


KLEROS PREFERRED: Moody's to Review Caa3 Rating for Likely Cut
--------------------------------------------------------------
Moody's Investors Service placed on review for downgrade these
notes issue by Kleros Preferred Funding, Ltd.:

Class Description: Class A-2 Notes

Prior rating: Aaa

Current rating: Aa1, on review for possible downgrade

Class Description: Class B Notes

Prior rating: Aa2

Current rating: A1, on review for possible downgrade

Class Description: Class C Notes

Prior rating: A3

Current rating: Caa3, on review for possible downgrade

Class Description: Class D Notes

Prior rating: Baa2

Current rating: Caa3, on review for possible downgrade

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


KLEROS PREFERRED: Moody's Cuts Ratings on 10 Classes of Notes
-------------------------------------------------------------
Moody's Investors Service downgraded the ratings of 10 classes of
notes issued by Kleros Preferred Funding IV, Ltd., and left on
review for possible further downgrade rating of two of these
classes of notes as follows:

Class Description: U.S.$1,200,000,000 Class A-1 First Priority
Senior Secured Delayed Draw Floating Rate Notes Due 2051

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Ba3, on review for possible downgrade

Class Description: U.S.$200,000,000 Class A-2 Second Priority
Senior Secured Floating Rate Notes Due 2051

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

Class Description: U.S.$400,000,000 Class A-3 Third Priority
Senior Secured Floating Rate Notes Due 2051

Prior Rating: A3, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$91,000,000 Class A-4 Fourth Priority
Senior Secured Floating Rate Notes Due 2051

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$55,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2051

Prior Rating: Caa2, on review for possible downgrade

Current Rating: Ca

Class Description: U.S.$15,000,000 Class C Sixth Priority
Mezzanine Secured Deferrable Floating Rate Notes Due

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$6,000,000 Class D Seventh Priority
Mezzanine Secured Deferrable Floating Rate Notes Due 2051

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$14,600,000 Class E Eighth Priority
Mezzanine Secured Deferrable Floating Rate Notes Due 2051

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$5,000,000 Class F Ninth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2051

Prior Rating: Ca

Current Rating: C

Class Description: U.S.$10,000,000 Combination Notes Due 2051

Prior Rating: Ca

Current Rating: C

Kleros Preferred Funding IV, Ltd. is a collateralized debt
obligation backed primarily by a portfolio of structured finance
securities. On December 14, 2007 the transaction experienced an
event of default caused by a failure of the Class A Sequential Pay
Ratio to be greater than or equal to the required amount set forth
in Section 5.1(h) of the Indenture dated December 15, 2006. That
event of default is continuing.

The rating actions taken  reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the ratings of the Class A-1
and A-2 Notes issued by Kleros Preferred Funding IV, Ltd. are on
review for possible further action.


LANDMARK II: S&P Places 'BB' Rating Under Negative CreditWatch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on the class
C and D notes issued by Landmark II CDO Ltd., an arbitrage
collateralized loan obligation transaction managed by Aladdin
Capital Management, on CreditWatch with negative implications.  At
the same time, S&P affirmed its ratings on the class A and B
notes.  In addition, S&P affirmed its ratings on the combination
notes issued by Landmark II Expert A Ltd.
     
The CreditWatch placements reflect factors that have negatively
affected the credit enhancement available to support the notes
since S&P initially rated the deal in September 2002, including
defaults and a decline in the overall credit quality of the
underlying portfolio.    
     
Standard & Poor's will review the results of current cash flow
runs generated for Landmark II CDO Ltd. to determine the level of
future defaults the rated classes can withstand under various
stressed default timing and interest rate scenarios while still
paying all of the interest and principal due on the notes.  S&P
will compare the results of these cash flow runs with the
projected default performance of the performing assets in the
collateral pool to determine whether the ratings currently
assigned to the notes remain consistent with the credit
enhancement available.
   

                Ratings Placed on Creditwatch Negative
   
                       Landmark II CDO Ltd.

                            Rating
                            ------
          Class      To                From      Balance
          -----      --                ----      -------
          C          BBB/Watch Neg     BBB       $24,000,000
          D          BB/Watch Neg      BB         $6,000,000
   
                         Ratings Affirmed
   
                        Landmark II CDO Ltd.

  
               Class           Rating      Balance
               -----           ------      -------
               A               AAA                  156.430
               B               AA                    12.000

                      Landmark II Expert A Ltd.
  
                Class           Rating      Balance
                -----           ------      -------
                Combo notes     AAA                   10.000


LEARNING CARE: S&P Assigns 'B' Corporate Credit Rating
------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Novi, Michigan-based Learning Care Group (US)
Inc.  At the same time, S&P assigned a 'B+' bank loan rating, one
notch higher than the corporate credit rating on the company, and
'2' recovery rating to its $215 million bank facility, indicating
that lenders can expect substantial (70%-90%) recovery in the
event of a payment default.  The facility consists of a
$40 million revolving credit maturing in 2013 and a $175 million
term loan maturing in 2015.  The ratings outlook is stable.  
Learning Care Group had pro forma total debt of $285 million as of
March 31, 2008.
     
"The rating reflects high debt leverage," said Standard & Poor's
credit analyst Hal F. Diamond, "and weak pro forma cash flow
measures."  The cash flow measures result from the pending
leveraged acquisition of a 60% stake in Learning Care Group by
Morgan Stanley Private Equity from unrated Brisbane, Australia-
based A.B.C. Learning Centres Ltd., which is retaining a 40%
interest.  "The rating also considers management's challenge to
effectively manage the company's pace and integration of
acquisitions," added Mr. Diamond.


LEHMAN BROTHERS: Denies Rumors of Liquidity Woes & Fed Loan Access
------------------------------------------------------------------
Lehman Brothers Holdings Inc.'s share price dropped 9.5% in
Tuesday, its lowest in five years, following speculations of
liquidity problems, various sources report.  However, the firm
denies that it is seeking to raise $4 billion in capital,
insisting that it has a liquidity of more than $40 billion at the
end of the quarter, Dan Wilchins of Reuters writes.  In fact, it
has bought back an unknown number of shares yesterday.

On Tuesday, the share price dropped $3.22 to $30.61 on the New
York Stock Exchange.

Bloomberg News, citing Lehman treasurer Paolo Tonucci, reports
that the firm borrowed from the Federal Reserve on April 16 to
test a lending program established by the government agency after
the collapse of The Bear Stearns Companies Inc.  However, it never
borrowed from the Federal Reserve since then.

Ben Levisohn of BusinessWeek relates that on June 2, 2008,
Standard & Poor's Ratings Service chipped off the firm's debt to A
from A+.  Investors are anxious of the fact that S&P affirmed it
negative watch on Lehman, indicating more downgrades by the rating
agency.

As reported in the Troubled Company Reporter on April 14, 2008,
Lehman Brothers disclosed in a Form 10-Q filing with the U.S.
Securities and Exchange Commission, that, among other things, it
liquidated around $1 billion of funds due to "market disruptions"
and deteriorating market conditions in 2007 and 2008.

Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- an   
innovator in global finance, serves the financial needs of
corporations, governments and municipalities, institutional
clients, and high net worth individuals worldwide.  Founded in
1850, Lehman Brothers maintains leadership positions in equity and
fixed income sales, trading and research, investment banking,
private investment management, asset management and private
equity.  The firm is headquartered in New York, with regional
headquarters in London and Tokyo, and operates in a network of
offices around the world.


LENDER PROCESSING: S&P Assigns 'BB+' Corporate Credit Rating
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' corporate
credit rating to Jacksonville, Florida-based Lender Processing
Services Inc.  The outlook is stable.
     
At the same time, S&P assigned LPS' proposed $1.325 billion senior
secured credit facilities a 'BBB' rating, with a recovery rating
of '1', indicating its expectation for very high (90% to 100%)
recovery in the event of a payment default.  The proposed
facilities consist of a $140 million revolving credit facility
expiring 2013, a $700 million first-lien term loan A due 2013, and
a $485 million first-lien term loan B due 2014.  S&P also rated
the company's $400 million senior unsecured notes due 2016 'BB+',
with a recovery rating of '3', indicating its expectation for
meaningful(50% to 70%) recovery in the event of a payment default.
     
LPS will use the loan proceeds to refinance existing debt as part
of its spin-off from Fidelity National Information Services Inc.
(BB/Watch Dev/--).
     
"The ratings on LPS reflect the company's recurring revenue base
and good free cash flow, offset by a narrow and cyclical product
focus and a moderately aggressive capital structure," said
Standard & Poor's credit analyst Philip Schrank.
     
With revenues of about $1.7 billion, LPS has operations in
technology, data, and analytics, which includes mortgage
processing services; and loan transaction services, which includes
settlement and default management services.  Consolidated
operating margins are greater than 30%, and although TD&A accounts
for only one-third of revenues, it represents almost half of the
company's EBITDA.


LEXINGTON PRECISION: March 31 Balance Sheet Upside-Down by $37MM
----------------------------------------------------------------
Lexington Precision Corp.'s consolidated balance sheet at
March 31, 2008, showed $53,965,000 in total assets and $91,402,000
in total liabilities, resulting in a $37,437,000 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $24,181,000 in total current assets
available to pay $90,883,000 in total current liabilities.

The company reported a net loss of $1,462,000, on net sales of
$21,352,000, for the first quarter ended March 31, 2008, compared
with a net loss of $917,000, on net sales of $22,530,000, in the
same period in 2007.

The decrease in net sales was a result of decreased unit sales of
original equipment automotive components.  EBITDA for the first
quarter of 2008 was $2,752,000, or 12.9% of net sales, compared to
EBITDA of $2,970,000, or 13.2% of net sales, for the first quarter
of 2007.  

Administrative expenses for the first quarters of 2008 and 2007,
included $508,000 and $185,000, respectively, of expenses incurred
in connection with the company's efforts to restructure,  
refinance, or repay its indebtedness.  Excluding those expenses,  
EBITDA for the first quarter of 2008, was $3,260,000, or 15.3% of
net sales, compared to EBITDA of $3,155,000 or 14.0% of net sales,
for the first quarter of 2007.

                Liquidity and Filing of Chapter 11

During the second half of 2006, the company experienced a
significant decrease in sales of automotive components, which the
company believes, is primarily a result of production cutbacks by
the Detroit-based automakers and resultant production cutbacks and
inventory adjustments by the company's  customers, who are
primarily tier-one suppliers to automobile manufacturers.

The company has not made any of the scheduled interest payments
due on its Senior Subordinated Notes since Nov. 1, 2006.

The failure to make the scheduled interest payments on the Senior
Subordinated Notes caused a cross-default under the agreements
governing the company's senior, secured debt.  

>From May 25, 2007, through Jan. 24, 2008, the company operated
under a forbearance arrangement with six hedge funds that held
$25,428,000 aggregate principal amount, or 74.4%, of the company's
Senior Subordinated Notes outstanding.

>From May 25, 2007, through Jan. 24, 2008, the company operated
under a forebearance arrangement with the company's secured
lenders.   During the forbearance period, the company remained in
compliance with all financial covenants, as modified, and it  
remained current on all principal and interest payments owed to
the secured lenders.

Upon the commencement of the forbearance period, the company
engaged the investment banking firm of W.Y. Campbell & Company to
assist in the review of the various strategic alternatives
available to the company to satisfy its outstanding indebtedness.

During the fourth quarter of 2007, the company received several
offers to purchase all or portions of the assets of the Rubber
Group.  

Based upon these offers and the advice of W.Y. Campbell, the
company concluded that (1) the value of the Rubber Group alone is
significantly in excess of its total indebtedness and (2) the
proposal that would provide the maximum value for all of its  
constituencies was an offer from a major, multi-national,
industrial company to purchase the company's facility in Rock
Hill, South Carolina, which specializes in manufacturing molded
rubber components for use in medical devices.  

The proposed purchase price of $32,000,000 would have resulted in
an after-tax gain of approximately $26,000,000.
    
During January 2008, the company approached the six hedge funds
that own a majority of its Senior Subordinated Notes to advise
them of the following:

  1.  The company had decided to pursue the proposal to purchase
      the Rock Hill facility;

  2.  The company had received a proposal from a new secured
      lender to provide it with a $36,700,000 senior, secured
      credit facility upon completion of the sale of the Rock
Hill       
      facility;

  3.  The company believed that the proceeds of the sale and the
      new credit facility would permit it to pay all accrued
      interest on the Senior Subordinated Notes plus 50% of the
      principal amount of the Senior Subordinated Notes held by
      non-affiliates;

  4.  In order to facilitate the refinancing, the balance of the
      Senior Subordinated Notes held by non-affiliates would have
      to be extended to mature on Aug. 31, 2013, and would receive
      cash interest at 12% per annum; and

  5.  The company had agreed that the 22.7% of the Senior
      Subordinated Notes held by affiliates would be converted
      into shares of its common stock.

At the same time, the company requested an extension of the
forbearance agreement to May 31, 2008, in order to provide the
prospective purchaser and the new senior, secured lender the time
they required to complete their due diligence and documentation.
     
In late January 2008, the six hedge funds responded with an
alternative proposal for an extension of the forbearance
arrangement.  After reviewing this proposal with the company's  
counsel and W.Y. Campbell, the company concluded that it would not
be in the best interest of all of its creditors and equity holders
to proceed with an extension on the terms proposed.  

Further discussions were unproductive and, as a result, the
forbearance agreement expired on Jan. 25, 2008.  Because the
forbearance agreement with the hedge funds was not extended, the
forbearance agreement with the senior, secured lenders also
expired on Jan. 25, 2008, and the company was in default of its
senior, secured financing agreements.

Subsequent to the expiration of the forbearance agreements, the
company continued discussions with the six hedge funds and
proposed a number of transactions for the restructuring of its
debt, but each of these proposals was rejected.  Ultimately, the
company determined that the best available method to effect a
restructuring of its debt on terms that would be fair to all of
its creditors and stockholders was to utilize the provisions of
chapter 11 of the Federal Bankruptcy Code.
     
On April 1, 2008, the company filed a voluntary petition for
relief under chapter 11 of the Federal Bankruptcy Code in the
United States Bankruptcy Court for the Southern District of New
York.  

The company said it has experienced no disruptions in its  
operations to date and, based upon discussions with a significant
number of major suppliers and customers, it does not expect any
such disruption during the term of the chapter 11 proceedings.
    
The company intends to file a plan of reorganization with the
Bankruptcy Court no later that June 30, 2008, and hope to confirm
that plan by Sept. 30, 2008.  The company expects that its plan of
reorganization will result in a significant reduction in its
aggregate indebtedness by means of a conversion of a significant
portion of its subordinated debt to equity at a valuation that is
reflective of the offers that were received during the sale
process.  The company says it also intends to retain all of its  
operations, including the Rock Hill facility.
     
The company's aggregate indebtedness at March 31, 2008, totaled
$70,497,000 plus $9,219,000 of accrued interest on its
subordinated debt, compared to $69,091,000 plus $7,564,000 of
accrued interest on its subordinated debt at Dec. 31, 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d1f

                     About Lexington Precision

Based in New York, Lexington Precision Corp. --
http://www.lexingtonprecision.com/-- manufactures tight-tolerance
rubber and metal components for use in medical, automotive, and
industrial applications.  As of Feb. 29, 2008, the companies
employed about 651 regular and 22 temporary personnel.

The company and its affiliate, Lexington Rubber Group Inc., filed
for Chapter 11 protection on April 1, 2008 (Bankr. S.D.N.Y. Lead
Case No.08-11153).  Richard P. Krasnow, Esq., at Weil, Gotshal &
Manges, represents the Debtors in their restructuring efforts.  
The Debtors selected Epiq Bankruptcy Solutions LLC as claims
agent.  The U.S. Trustee for Region 2 appointed seven creditors to
serve on an Official Committee of Unsecured Creditors.

When the Debtors filed for protection against their creditors,
they listed total assets of $52,730,000 and total debts of
$88,705,000.


LIBERTY TAX: Urges UnitHolders to Snub Peachtree Partners' Offer
----------------------------------------------------------------
Liberty Tax Credit Plus L.P. responded to an unsolicited tender
offer by Peachtree Partners to purchase up to 4.9% of the 15,987
outstanding limited partnership units of Liberty at a price of
$22.50 per unit, less certain reductions to that purchase price.  
Peachtree is not affiliated with Liberty or its general partners.

Liberty believes that the Offer's price is inadequate and
recommends that its unit holders not tender their units in
response to the Offer.  Liberty has begun liquidating its
investments in other partnerships that own affordable housing
properties.

Liberty has already made cash distributions to its unit holders
from those liquidations, and it anticipates that it will make
additional cash distributions in the future.  Liberty holds over
$4 million in cash or cash equivalents and it is pursuing the
liquidation of its remaining interests in lower-tier partnerships.  

While Liberty expects that it will incur additional expenses until
it completes the liquidation of its assets, and while there can be
no assurance as to when and whether future dispositions of its
remaining assets will occur or what additional net proceeds, if
any, will be available for distribution to unit holders, Liberty
expects that it will make additional cash distributions to its
unit holders that will substantially exceed the Offer's price.

In sum, Liberty believes that unit holders will realize superior
economic results by retaining their units than by selling them in
response to the Offer.

In addition, each unit holder may consult with his, her or its
individual tax advisor about the tax consequences of selling or
retaining his, her or its units.

Moreover, unit holders may also consider these:

First, the Offer raises certain questions about its potential
impact on Liberty's tax status for federal income tax purposes.  
Liberty is treated, and has since its inception been treated, as a
partnership and a pass-through entity for federal income tax
purposes -- a tax status that is desirable and beneficial to
Liberty and its investors.  That beneficial tax status might be
lost, and Liberty might be taxed as a corporation, if it were
deemed to be a "publicly traded partnership" within the meaning of
the Internal Revenue Code and certain regulations promulgated by
the Internal Revenue Service.  

It is uncertain whether or not the Offer, if consummated, might
cause Liberty to be deemed a "publicly traded partnership" since
the Offer by itself and in combination with other transfers of
Liberty's units, could result in a transfer of more than 2% of the
interests in Liberty during the year, which might prevent it from
relying on an Internal Revenue Service "safe harbor" protecting
against publicly traded partnership treatment.

Accordingly, Liberty will only permit units to be transferred
pursuant to the Offer if the general partners determine, in their
sole discretion, either that the cumulative total number of
transfers in any tax year, including transfers prior to the Offer,
transfers pursuant to the Offer and any amount reserved for future
transfers outside of the Offer, falls within the safe harbor or
that Peachtree has provided sufficient assurances and protection
to Liberty, its partners and unit holders to allow the transfers
even though the aggregate annual transfers of Liberty units may
exceed the 2% safe harbor limitation.

The sufficient assurances and protection by Peachtree would
include providing Liberty with:

   (i) an opinion of counsel that the Offer will not result in
       Liberty being deemed to be a "publicly traded partnership"
       for federal income tax purposes; and

  (ii) an agreement to indemnify Liberty, its partners and its
       unit holders for any loss or liability relating to any
       adverse tax consequences arising from the Offer.  This
       legal opinion and indemnity must be in a form and content
       satisfactory to Liberty and its counsel.

Second, the Offering Materials state that Peachtree will not
purchase more than 4.9% Liberty's outstanding units, including in
that 4.9% amount the units already owned by Peachtree.  The
Offering Materials, however, do not state how many units Peachtree
already owns, so it is impossible to determine from those
materials how many units Peachtree is willing to purchase

Third, unit holders are reminded that any unit holder wishing to
sell his, her or its units must complete Liberty's standard
transfer and subscription documentation in accordance with
Liberty's standard practices and procedures.

Among other things, each selling unit holder must individually
sign each of Liberty's required transfer documents.  Pursuant to
Liberty's practices and procedures, Liberty does not accept and,
and will not accept in connection with the Offer, signatures by
persons other than the selling unit holder who purport to act
based on a power of attorney executed by the unit holder.

Liberty also charges a standard $50 administrative fee for
processing each transfer request.  Persons who wish to sell their
units to Peachtree would so advise Peachtree, which will obtain
from Liberty, and deliver to the selling unit holder, the required
standard transfer documentation.

Each unit holder would consult with his, her or its own
investment, tax and legal advisors in deciding whether or not to
tender units in response to the Offer.  As a precaution to make
sure that any tendering unit holder is aware of the disclosures
contained in this statement, Liberty will require, as a condition
to processing transfer requests, each tendering unit holder to
sign a written statement acknowledging that they are aware of and
understand the disclosures contained in this press release and
that they wish to proceed with the sale of their units to  
Peachtree anyway.

                      About Peachtree Partners

Peachtree Partners has 24 years of experience and knowledge to
purchase limited partnership interest.  The company is a  
principal buyer that can facilitate sales and has capital base
reserves to facilitate any transaction.

                       About Liberty Tax

Headquartered in New York, Liberty Tax Credit Plus L.P. (Other
OTC: XXLTC.PK) is a limited partnership that invests in other
limited partnerships, each of which owns one or more leveraged
low- and moderate-income multifamily residential complexes that
are eligible for the low-income housing tax credit enacted in the
Tax Reform Act of 1986, and to a lesser extent, in local
partnerships owning properties that are eligible for the historic
rehabilitation tax credit.  

The Partnership's capital was originally invested in thirty-one  
Local Partnerships.  As of Dec. 15, 2007, the properties and the
related assets and liabilities of fifteen Local Partnerships and
the limited partnership interest in eight Local Partnerships were
sold.  In addition, as of Dec. 15, 2007, the partnership has  
entered into an agreement to sell its limited partnership interest
in one Local Partnership and two Local Partnerships have entered
into agreements to sell their property and the related assets and  
liabilities.

As reported in the Troubled Company Reporter on Feb 1, 2008,
Liberty Tax Credit Plus LP's consolidated balance sheet at
Dec. 15, 2007, showed $43.2 million in total assets, $72.2 million
in total liabilities, and $562,906 in minority interests,
resulting in a $28.4 million total partners' deficit.

The partnership reported a net loss of $1.3 million for the third
quarter ended Dec. 15, 2007, versus net income of $1.4 million in
the comparable period in 2006.


LINENS N THINGS: Can Pay $1.5M as Bid Protection
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
and directed Linens 'n Things and its debtor-affiliates to pay a
joint venture comprising of Tiger Capital Group, LLC, and SB  
Capital Group, LLC -- which has been chosen to serve as stalking
horse bidder -- a break-up fee of $1,500,000 in accordance with
the terms of the Stalking Horse Agreement, in the event the
Debtors consummate a sale of their businesses to another party.

The Break-Up Fee will be paid upon the earlier of the closing of
the successful bid, or 10 days after the Court's approval of the
successful bid.

Prior to their bankruptcy filing, the Debtors 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.

According to Bloomberg, after another liquidator appeared in
court last week claiming its offer was better, the Tiger Capital
and SB Capital joint venture raised its guarantee on Linens'
recovery from 92.72% to 94% of the total cost of the merchandise
to be sold, which is assumed to aggregate $128,000,000.  Gordon
Brothers previously said it will counter the bid of Tiger/SB.

The Court has ruled that any competing bid submitted at the
auction must provide the Debtors net value, after taking into
account payment of the Break-Up Fee, that exceeds the value
provided under the Stalking Horse Agreement by $500,000.  Each
bid submitted after the initial minimum overbid must exceed the
amount of the immediately preceding bid by $100,000, provided
that the Debtors will not consider the payment of the Break-Up
Fee for valuing any bid submitted after the initial minimum
overbid.

Judge Sontchi maintains that the Stalking Horse Bidder will not be
permitted to credit bid the Break-Up Fee at the auction.

The Associated Press reports, citing company lawyers, that Linens
'n Things on Thursday began the auction of the rights to
liquidate merchandise in the stores slated for closure.  Money
raised in the sale will help keep hundreds of other stores open,
company lawyers have said, according to the report.

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: Committee Wants to Retain Carl Marks as Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Linens 'n Things
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
District of Delaware for authority to retain Carl Marks Advisory
Group LLC as financial advisors, effective as of May 9, 2008.

The Committee tells the Court that it has selected Carl Marks
because of the firm's diverse experience and extensive knowledge
in the field of bankruptcy, financial consulting, and crisis
management.  The Committee needs assistance in collecting and
analyzing financial and other information in relation to the
Chapter 11 cases.

As the Committee's financial advisors, Carl Marks will perform
these services:

   -- analyze the Debtors' current financial position;

   -- analyze the Debtors' business plans, cash flow projections,
      restructuring programs, and other reports or analyses
      provided by the Debtors or their professionals in order to
      advise the Committee on the viability of the continuing
      operations and reasonableness of projections and underlying
      assumptions;

   -- analyze the financial ramifications of proposed
      transactions by the Debtors, including cash management,
      assumption/rejection of real property leases and other
      contracts, asset sales, management compensation or
      retention and severance plans;

   -- analyze the Debtors' internally prepared financial
      statements and related documentation, in order to evaluate
      the performance of the Debtors as compared to projected
      results on an ongoing basis;

   -- attend and advise at meetings with the Committee, its
      counsel, other financial advisors and representatives of
      the Debtors;

   -- assist and advise the Committee and its counsel in the
      development, evaluation and documentation of any plans of
      reorganization or strategic transactions, including
      developing, structuring and negotiating the terms and
      conditions of potential plans or strategic transactions and
      the consideration that is to be provided to unsecured
      creditors thereunder;

   -- prepare hypothetical liquidation analyses;

   -- perform or review valuations, as appropriate and necessary,
      of the Debtors' corporate assets;

   -- assist in communications with the Debtors, the bondholders,
      the postpetition lender, equity holders and other
      constituents;

   -- evaluate potential fraudulent conveyances and other
      instances where recovery is possible outside of the estate;

   -- monitor the ongoing performance of the Debtors, keeping the
      Committee informed on a weekly basis utilizing customized
      flash reports and represent the Committee's interest to
      maximize recovery for unsecured creditors;

   -- assessment of sale procedures and review and advice to the
      Committee with respect to proposed asset dispositions;

   -- assistance in review of the Debtors' financial information
      and analysis of motions for which Court approval is sought
      by the Debtors;

   -- assistance in meetings and discussions with other
      professionals and the Debtors including other classes of
      creditors;

   -- review of financial disclosures of the Debtor, including
      the Statement of Financial Affairs, Schedules of Assets and
      Liabilities, and Monthly Operating Reports;

   -- analysis and assistance to the Committee with regard to
      Debtors' DIP financing, cash collateral and other liquidity
      measures;

   -- review and assistance to the Committee in evaluating any
      employee-related programs;

   -- assistance with the review and assumption or rejection on
      various executory contracts and leases;

   -- assistance with the review of claims;

   -- assistance in the evaluation and analysis of avoidance
      actions, including preferential transfers;

   -- litigation advisory services and expert testimony on case-
      related issues;

   -- assistance in the evaluation, analysis and negotiation of
      any plan of reorganization or liquidation; and

   -- any other consulting or assistance as the Committee or its
      counsel may deem necessary.

Carl Marks will seek a flat monthly fee of $125,000, payable in
advance of each month in which Carl Marks will provide services.

The Committee notes that the Fee is an increase of Carl Marks'
prepetition date rate of $115,000.  However, the Committee has
agreed to the increase based in part on the increase in the scope
of possible services that Carl Marks will provide.

In addition, Carl Marks will also seek reimbursement of all out-
of-pocket and reasonable expenses it incurs in performance of
services upon presentation of appropriate documentation to the
Debtors and the Committee.

The Committee tells the Court that on April 17, 2008, the Debtors
provided Carl Marks with a $60,000 retainer and a $115,000
prepaid monthly fee for services to be rendered to the Ad Hoc
Committee for the April 16, 2008 through May 15, 2008 period.

>From April 16, 2008 up to the Petition Date, Carl Marks earned
$65,000 on a prorated basis.  Its expenses for the period were
$3,320.  The Committee explains that after deducting the amounts
from the total of Carl Mark's prepetition fees of $115,000, Carl
Marks is carrying a prepetition credit balance of $46,513, to be
applied against Carl Marks' postpetition fees.

The Committee further explains that if Carl Marks is retained,
postpetition, effective as of May 9, 2008, the credit balance of
$46,513 would be applied against Carl Marks' fees for the May 9
to 31, 2008 period.  At the monthly rate which the Committee
agreed with Carl Marks, Carl Marks' prorated fees for May 2008
will be $92,742.  After application of the credit balance of
$46,513, the balance due to Carl Marks as of the end of May is
$46,229.

Carl Marks proposes that the Debtors pay it $46,229 upon the
Court's approval of its retention, representing the balance of
May fees which will be due to Carl Marks for the month.  Carl
Marks also proposes that the Debtors pay it $125,000 on June 1,
2008 for its June 2008 fees, and that starting on July 1, 2008
until completion, the Debtors pay Carl Marks $125,000.

The Committee tells the Court that Carl Marks reserves the right
to seek a completion fee upon the conclusion of the case.  The
amount of the fee, if any, will depend on the resources Carl
Marks has to devote to the engagement, the quality of Carl Marks'
work and the views of the members of the Committee.  The fee
would also be subject to the Court's approval for reasonableness
under Section 330 of the Bankruptcy Code.

In its engagement, Carl Marks will be indemnified by the Debtors
from all liabilities, losses, judgments, costs and expenses based
upon or arising in respect of acts and omissions and decisions
made by Carl Marks in the performance of services.

Mark L. Claster, a member and principal in Carl Marks, assures
the Court that his firm does not hold any interest adverse to the
Debtors, and does not represent any entity having an interest
adverse to the Committee in connection with the case.  He
contends that his firm is therefore eligible to provide
consulting services to the Committee under Section 1103(b) of the
Bankruptcy Code.

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: Court Approves Protiviti as Advisors
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Linens 'n Things and its debtor-affiliates to employ Protiviti,
Inc., as their financial advisors.

The Debtors believe that Protiviti possesses the requisite
resources, and is well-qualified and uniquely able to assist in
their bankruptcy cases.  Protiviti was engaged shortly prior to
the Petition Date to provide bankruptcy accounting and
administrative services to the Debtors.

The Court also approves the Debtors' indemnification obligations
set forth in their engagement letter with Protiviti, Inc.,
subject during the pendency of the Chapter 11 cases to these
provisions:

   -- Protiviti will not be entitled to indemnification,
      contribution or reimbursement pursuant to the Engagement
      Letter for services, unless the services and the
      indemnification are approved by the Court;

   -- The Debtors will have no obligation to indemnify Protiviti,
      or provide contribution or reimbursement to Protiviti, for
      any claim or expense that is either:

      * judicially determined to have arisen from Protiviti's
        gross negligence;

      * for a contractual dispute, in which the Debtors allege
        the breach of Protiviti's contractual obligations; or

      * settled prior to a judicial determination as to
        Protiviti's gross negligence, willful misconduct, breach
        of fiduciary duty or bad faith but determined by the
        Court to be a claim or expense, for which Protiviti
        should not receive indemnity;

   -- If before the entry of an order confirming a plan of
      reorganization or closing the Chapter 11 cases, Protiviti
      believes that it is entitled to payment of any amounts on
      account of the Debtors' indemnification, it must file an
      application with the Court, and the Debtors may not pay the
      amounts prior to the Court's approval; and

   -- Any limitation on liability or any amounts to be
      contributed by the parties under the terms of the
      Engagement Letter  will be eliminated.

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: Court Approves Michael Gries as CEO & CRO
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved an
engagement agreement between Linens 'n Things and its debtor-
affiliates and Conway Del Genio Gries & Co., LLC.

Pursuant to the agreement, Michael F. Gries will serve as the
Debtors' interim chief executive officer and chief restructuring
officer.  Additional individuals provided by CDG will provide
other critical management services to the Debtors.

The Honorable Christopher S. Sontchi directed the Debtors to file
a request to modify the retention of Conway Del Genio if they seek
to have the firm's personnel assume executive officer positions
that are different from those disclosed in the application.  The
Court maintains that no principal, employee or independent
contractor of the firm will serve as the Debtors' director during
the pendency of the bankruptcy cases.

The Court notes that (i) the Debtors are permitted to indemnify
those persons serving as executive officers on the same terms as
provided to the Debtors' other officers and directors under
corporate bylaws, (ii) there will be no other indemnification of
Conway Del Genio or its affiliates, and (iii) for a period of
three years after the conclusion of Conway Del Genio's
engagement, neither the firm nor its affiliates will make any
investments in the Debtors.

The Court rules that success fees or other back-end fees,
inclusive of restructuring base fee or restructuring incentive
fee, will be subject to the Court's approval, provided that no
success fees will be paid upon:

   -- conversion the Chapter 11 cases to cases under Chapter 7
      under the Bankruptcy Code;

   -- dismissal of the cases for cause, other than a voluntary
      dismissal following a restructuring; or

   -- appointment of a Chapter 11 trustee.

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: Fitch Withdraws Junked and Default Ratings
------------------------------------------------------------
Fitch Ratings has withdrawn its ratings on Linens 'n Things, Inc.
as:

  -- Issuer Default Rating of 'D' is withdrawn;
  -- Asset-backed revolver rated 'CC/RR3' is withdrawn;
  -- Senior secured notes rated 'C/RR5' is withdrawn.

Fitch will no longer provide ratings or analytical coverage of
Linens.


LITHIUM TECHNOLOGY: Amper Politziner Raises Going Concern Doubt
---------------------------------------------------------------
In a letter dated May 13, 2008, Amper, Politziner & Mattia, P.C.,
raised substantial doubt on the ability of Lithium Technology
Corporation to continue as a going concern after it audited the
company's financial statements for the year ended Dec. 31, 2007.  
The auditor pointed to the company's recurring losses from
operations since inception and working capital deficiency.

The company's operating plan seeks to minimize its capital
requirements, but the expansion of its production capacity to meet
increasing sales and refinement of its manufacturing process and
equipment will require additional capital.  The company expects
that operating and production expenses will increase
significantly.  The company has recently entered into a number of
financing transactions and is continuing to seek other financing
initiatives.  The company needs to raise additional capital to
meet its working capital needs, for the repayment of debt and for
capital expenditures.  Such capital is expected to come from the
sale of securities.  The company believes that if it raises
approximately $14,000,000 to $20,000,000 in debt and equity
financings it would have sufficient funds to meet its needs for
working capital, repayment of debt and for capital expenditures
over the next 12 months to meet expansion plans.

                        Bankruptcy Warning

Management warned that if the company is unsuccessful in
completing these financings, it will not be able to meet its
working capital, debt repayment or capital equipment needs or
execute its business plan.  In such case, the company will assess
all available alternatives including a sale of its assets or
merger, the suspension of operations and possibly liquidation,
auction, bankruptcy, or other measures.

                        Subsequent Events

2008 Debt Settlement

On Mar 11, 2008, the Troubled Company Reporter said that on
February 28, Lithium Technology Corporation, GAIA
Akkumulatorenwerke GmbH, Arch Hill Ventures N.V., Arch Hill Real
Estate N.V. and Arch Hill Capital N.V. executed a Debt Settlement
Agreement.  Pursuant to the Agreement $5,773,707 of debt owed by
LTC and GAIA to the Debtholders was settled.  The company is
currently evaluating the accounting treatment for this
transaction.

Governance Agreement

On Apr. 28, 2008, the company entered into a Governance Agreement  
with certain of its shareholders, Stichting Gemeenschappelijk
Bezit LTC, and Arch Hill Capital NV.  The Investors include eight
persons or entities that are the beneficial owners of shares of
the company's Series C Preferred Stock or Common Stock.  The
Investors beneficially own approximately 29% of the company's
Common Stock in the aggregate. Arch Hill Capital beneficially owns
approximately 64% of the company's Common Stock including the
shares beneficially owned by its affiliate the Foundation.

The company, the Foundation, Arch Hill Capital and the Investors
have determined that it is the best interest of the company and
its shareholders to enter into certain governance and other
arrangements with respect to the company on the terms set forth in
the Governance Agreement.  The Governance Agreement provides that
as of the Effective Time Ralph D. Ketchum, Marnix Snijder and
Clemens E.M. van Nispen tot Sevenaer, directors of the company,
resign as directors of the company  and that the number of
directors of the company be set at six.  The Governance Agreement
further provides that Fred J. Mulder and Theo M.M. Kremers be
appointed directors of the company as of the Effective Time to
fill the vacancies on the Board of Directors resulting from the
resignation of the Resigning Directors.

Consulting Agreements

In connection with the Governance Agreement, on Apr. 28, 2008, the
company entered into a consulting agreements with each of
Christiaan A. van den Berg, Fred J. Mulder, OUIDA Management
Consultancy B.V., and Romule B.V.

Each of the Consulting Agreements has a term of one year and may
be terminated on 60 days written notice.  Each Consulting
Agreement provides that the Consultant will consult with the
directors, officers and employees of the company concerning
matters relating to the management and organization of the
company, its financial policies, the terms and conditions of
employment of the company's employees, and generally any matter
arising out of the business affairs of the company.

The Mulder Consulting Agreement with Fred J. Mulder, a newly
appointed director of the company, provides for Mr. Mulder to
spend approximately 32 hours per month in fulfilling his
obligations under the Consulting Agreement and the payment by the
company of a monthly fee of $4,167.

The Van Den Berg Consulting Agreement with Christiaan A. van den
Berg, the Chief Executive of Arch Hill Capital and the Foundation
and the co-chairman of the Board of the company, provides for Mr.
van den Berg to spend approximately 32 hours per month in
fulfilling his obligations under the Consulting Agreement and the
payment by the company of a monthly fee of $4,167.

The Romule Consulting Agreement provides for Frits Obers, an
employee of Romule B.V., to spend approximately 160 hours per
month in fulfilling his obligations under the Consulting Agreement
and the payment by the company of a monthly fee of EUR20,820
(around US$30,000 as of the date of the agreement).

                            Financials

The company posted a net loss of $37,251,000 on total product
sales of $2,609,000 for the year ended Dec. 31, 2007, as compared
with a net loss of $18,899,000 on total product sales of
$2,799,000 in the prior year.

At Dec. 31, 2007, the company's balance sheet showed $17,531,000
in total assets and $34,452,000 in total liabilities, resulting in
$16,921,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $9,008,000 in total current assets
available to pay $34,452,000 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?2cec

                     About Lithium Technology

Lithium Technology Corporation (OTC: LTHU) --
http://www.lithiumtech.com/-- produces unique large-format  
rechargeable batteries under the GAIA brand name and trademark.  
The company supplies a variety of military, transportation and
back-up power customers in the U.S. and Europe from its two
operating locations in Plymouth Meeting, Pennsylvania and
Nordhausen, Germany.


MAGNITUDE INFO: March 31 Balance Sheet Upside-Down by $1,673,241
----------------------------------------------------------------
Magnitude Information Systems's Inc.'s consolidated balance sheet
at March 31, 2008, showed $4,448,895 in total assets and
$6,122,136 in total liabilities, resulting in a $1,673,241 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $1,243,227 in total current assets
available to pay $6,122,136 in total current liabilities.

The company reported a net loss of $2,137,393, on total revenues
of $13,914, for the first quarter ended March 31, 2008, compared
with a net loss of $1,371,354, on total revenues of $3,073, in the
same period in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d2f

                       Going Concern Doubt

Rosenberg Rich Baker Berman & Company, in Bridgewater, N.J.,
expressed substantial doubt about Magnitude Information Systems
Inc.'s ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm pointed to the company's
significant operating losses and significant working capital
deficiency.

                   About Magnitude Information

Headquartered in  Branchburg, New Jersey, Magnitude Information
Systems Inc. (OTC BB: MAGY.OB) -- http://www.magnitude.com/--
was prior to its change in its strategic business plan in 2007,
engaged in marketing of the company's integrated suite of
proprietary ergonomic software modules.  Following the company's
acquisition of Kiwibox Media Inc. on Aug. 16, 2007, the company
derives its revenues from advertising on the KiwiBox website.

Founded in 1999, Kiwibox.com is the first social networking
destination and online magazine where teens produce, discover, and
share content.


MARS CDO: Moody's Downgrades Ratings of 8 Classes of Notes
----------------------------------------------------------
Moody's Investors Service has downgraded ratings of eight classes
of notes issued by Mars CDO I, Ltd.  The notes affected by the  
rating action are:

Class Description: $180,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $240,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $78,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $39,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $10,000,000 Class C Fifth Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $15,000,000 Class D Sixth Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $18,500,000 Class E Seventh Priority Senior
Secured Floating Rate Notes Due 2052

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

Class Description: $13,000,000 Class F Eighth Priority Secured
Floating Rate Notes Due 2052

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

Mars CDO I, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of CDO securities.  On Jan. 23, 2008 the
transaction experienced an event of default caused by a failure of
the Class A-3 Overcollateralization Ratio to be greater than or
equal to the required amount set forth in Section 5.1(i) of the
Indenture dated April 18, 2007; that event of default is
continuing.  Also, Moody's has received notice from the Trustee
that it has been directed by a majority of the controlling class
to declare the principal of and accrued and unpaid interest on the
Notes to be immediately due and payable.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.


MARSHALL HOLDINGS: March 31 Balance Sheet Upside-Down by $2.4MM
---------------------------------------------------------------
Marshall Holdings International Inc.'s consolidated balance sheet
at March 31, 2008, showed $11,769,411 in total assets and
$14,188,058 in total liabilities, resulting in a $2,418,647 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $5,062,041 in total current assets
available to pay $12,629,671 in total current liabilities.

The company reported a net loss of $572,911, on sales of $312,089,
for the first quarter ended March 31, 2008, compared with net
income of $650,742, on sales of $2,741,008, in the same period in
2007.

The decrease in sales was primarily due to a few large
transactions occurring in the first two quarters of 2007 and is
not considered to be reoccurring.  Additionally sales decreased as
a lack of working capital resulting in diminished inventory
levels.  

The company's working capital needs and capital expenditure
requirements have increased as a result of increased costs
associated with operations.  

For the fiscal quarter ended March 31 2008, Marshall's operations
provided cash flow of $123,074 compared to net cash used of
$41,125 for the previous fiscal quarter.  

Net cash used by financing activities was $135,521 during the
quarter ended March 31, 2008, compared to net cash provided by
financing activities of $41,000 for the same period in 2007.  The
cash used by financing activities resulted from a reduction in
long term debt for the first quarter of 2008.  The cash provided
by financing activities for the first quarter of 2007 was
primarily from the sale of restricted stock.

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?2d3b

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 14, 2008,
Madsen & Associates CPA's Inc., in Salt Lake City, expressed  
substantial doubt about Marshall Holdings International Inc.'s  
ability to continue as a going concern after auditing the
company's consolidated financial statements for the year ended
Dec. 31, 2007.  The auditing firm said that the company will need
additional working capital for its planned activity and to service
its debt.

The company has significant debt that were due and payable on
September and December 2007.  

                       About Marshall Holdings

Headquartered in Las Vegas, Nevada, Marshall Holdings
International Inc. fka Gateway Distributors Ltd. (OTC BB: MHII.OB)
-- http://www.mhii.net/-- distributes vitamins, nutritional   
supplements, whole health foods and skin care products mainly in
the United States of America and Canada, with some sales in Russia
and Indonesia.


MEDIA MEGA: Kempisty & Co Expresses Going Concern Doubt
-------------------------------------------------------
New York-based Kempisty & Company raised substantial doubt on the
ability of  Media Mega Group, Inc., to continue as a going concern
after it audited the company's financial statements for the year
ended Jan. 31, 2008.  The auditor pointed to the company's loss of
$3,055,461 an accumulated deficit of $9,305,469 and a working
capital deficiency of $3,299,414.

The company posted a net loss of $3,055,461 on total revenues of
$4,535,455 for the year ended Jan. 31, 2008, as compared with a
net loss of $3,276,221on total revenues of $3,457,091 in the prior
year.

At Jan. 31, 2008, the company's balance sheet showed $1,057,061 in
total assets and $3,483,152 in total liabilities, resulting in
$2,426,091 stockholders' deficit.  

The company's consolidated balance sheet at Jan. 31, 2008, also
showed strained liquidity with $144,654 in total current assets
available to pay $3,444,068 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?2cef

                         About Mega Media

Mega Media Group, Inc. (MMDA.OB) -- http://www.megamediagroup.com
-- through its subsidiaries, operates as a multi-media company
that focuses on entertainment and media, and Russian ethnic media
in North America.  The company offers a range of services,
including talent management, corporate and lifestyle branding,
music publishing, recording, music production and distribution,
video production and distribution, radio broadcasting, and Russian
ethnic programming.  It also focuses on providing Russian-ethnic
entertainment content to the Russian-American community through
its radio station, live promotions, and recorded ethnic music
projects.  The company was founded in 2004 and is headquartered in
New York, New York.


MERCURY CDO: Moody's Downgrades Ratings to C on Two Note Classes
----------------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Mercury CDO II, Ltd.

Class Description: $855,000,000 Class A-1 Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: Aaa
  -- Current Rating: Aa1, on review for possible downgrade

Class Description: $62,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: Aaa
  -- Current Rating: B1, on review for possible downgrade

Class Description: $55,000,000 Class B Senior Secured Floating
Rate Notes Due 2045

  -- Prior Rating: Aa2
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $10,000,000 Class C Secured Floating Rate
Deferrable Notes Due 2045

  -- Prior Rating: A2
  -- Current Rating: C

Class Description: $10,000,000 Class D Floating Rate Deferrable
Notes Due 2045

  -- Prior Rating: Baa2
  -- Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


MEZEY HOWARTH: Posts $3,289,000 Net Loss in 2008 First Quarter
--------------------------------------------------------------
Mezey Howarth Racing Stables Inc. reported a net loss of
$3,289,000, for the first quarter ended March 31, 2008, compared
with a net loss of $1,980 from inception to March 31, 2007.

The company did not generate any revenues for both periods.

At March 31, 2008, the company's consolidated balance sheet showed
in $1,700,326 in total assets, $1,615,800 in total liabilities,
and $84,526 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with $28,243 in total current assets
available to pay $240,950 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?2d35

                       Going Concern Doubt

McKennon, Wilson & Morgan, LLP, in Irvine, Calif., expressed
substantial doubt about Mezey Howarth Racing Stables 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 company just exited the development stage, has not earned any
significant revenues from operations as of March 31, 2008, and
requires additional financing.   

                       About Mezey Howarth

Based in San Clemente, Calif., Mezey Howarth Racing Stables Inc.
(OTC BB: MZYHE.OB) -- http://www.mezeyhowarth.com/-- buys, sells  
and races thoroughbred race horses of every age from broodmares,
weanlings, and yearlings to racing age horses.  Initially the
company is focusing on the claiming aspect of the business model
while it develops a barn of stake level horses and yearlings.


MI DEVELOPMENTS: Calls Special Meeting on Reorganization Proposal
-----------------------------------------------------------------
MI Developments Inc. (TSX: MIM.A, MIM.B; NYSE:MIM) has called a
special meeting of shareholders to be held in Toronto, Canada, on
July 24, 2008, to consider the reorganization proposal received by
MID on March 31, 2008 on behalf of various MID shareholders,
including entities affiliated with Frank Stronach, MID's
controlling shareholder.  The Reorganization Proposal is supported
by more than 50% of MID's Class A shareholders and approximately
95% of Class B shareholders.

A copy of the proposal term sheet is posted on MID's Web site at
http://www.midevelopments.com/

The Board of Directors of MID has constituted a Special Committee
of the Board to review and make recommendations relating to the
Reorganization Proposal. The Special Committee is currently
engaged in reviewing the Reorganization Proposal and neither the
Special Committee nor the Board has made any decisions or
recommendations with respect thereto. The Board may postpone or
cancel the Special Meeting at any time.

If implemented, the Reorganization Proposal would be carried out
by way of a court-approved plan of arrangement under Ontario law,
requiring at least two-thirds of the votes cast by each class of
MID's shareholders in favor of the proposal at the Special
Meeting. In addition, the reorganization would be subject to
applicable regulatory approvals, including those contained in
Multilateral Instrument 61-101.  The proposed reorganization is
also conditional on, among other things, Magna International
Inc.'s participation in the proposed transaction.  The
Reorganization Proposal contemplates MID calling the Special
Meeting by May 30, 2008 and closing the transaction no later than
July 30, 2008.  The Reorganization Proposal is subject to certain
material conditions and there can be no assurance that the
transaction contemplated by the Reorganization Proposal will be
completed.

                           About MID

MID -- http://www.midevelopments.com/--  is a real estate   
operating company focusing primarily on the ownership, leasing,
management, acquisition and development of a predominantly
industrial rental portfolio for Magna and its subsidiaries in
North America and Europe.  MID also acquires land that it intends
to develop for mixed-use and residential projects.  MID holds a
controlling interest in MEC, North America's number one owner and
operator of horse racetracks, based on revenue, and one of the
world's leading suppliers, via simulcasting, of live horse racing
content to the growing inter-track, off-track and account wagering
markets.


MIDWEST GENERATION: Fitch Affirms 'BB' Issuer Default Rating
------------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of Edison
International and its core electric utility subsidiary, Southern
California Edison at 'BBB-' and 'A-', respectively.  At the same
time, Fitch has affirmed the IDRs of intermediate holding
companies Mission Energy Holding Co. and Edison Mission Energy at
'BB-'and the IDR of EME subsidiary Midwest Generation at 'BB'.

In addition, Fitch has affirmed the securities ratings of SCE, EME
and MWG.  The Rating Outlook is Stable.  Approximately $13 billion
of debt is affected by the rating action.

EIX
  -- Issuer Default Rating 'BBB-';
  -- Short-term IDR 'F3'.

SCE
  -- IDR 'A-';
  -- Senior secured A+';
  -- Senior unsecured debt 'A';
  -- Preferred securities 'A-';
  -- Short-Term IDR 'F1';
  -- Commercial paper 'F1'.

MEHC
  -- IDR 'BB-'
  -- Short-term IDR 'B'.

EME
  -- IDR 'BB-';
  -- Senior unsecured debt 'BB-';
  -- Short-term IDR 'B'.

Midwest Generation LLC
  -- IDR 'BB';
  -- Secured credit agreement 'BBB-';
  -- Short-term IDR 'B'.

The EIX IDR and Stable Rating Outlook are supported by the strong,
relatively predictable earnings and cash flows of its core
electric operating utility subsidiary, SCE, which accounts for
approximately three-quarters of consolidated EIX earnings before
interest, taxes, depreciation and amortization.  The EIX ratings
also consider improved operating results at EIX's unregulated
power generation subsidiary EME, driven primarily by higher
wholesale energy prices.  Ample liquidity exists at EIX with
approximately $1.6 billion of cash and cash equivalents and short-
term investments on EIX's consolidated balance sheet as of
March 31, 2008 and approximately $4.3 billion available from bank
facilities totaling $5.1 billion.

The Internal Revenue Service is challenging certain cross border
leveraged lease transactions entered into by EIX subsidiary Edison
Capital.  Total exposure could be as high as $2.5 billion
including interest and penalties.  EIX is currently engaged in
settlement discussions with the IRS.  The ultimate outcome in the
IRS inquiry is uncertain.

SCE's credit quality is dependent upon its ability to execute and
recover its large, projected capital spending budget which is
expected to average just under $4 billion per annum through 2011.  
Pre-approval of construction spending, regulatory balancing
accounts and mechanisms and forward looking test years ameliorate
concerns regarding recovery of planned infrastructure investment
and other expenses.  The ratings also consider capital structure
requirements imposed by the CPUC that limit the amount of
dividends SCE may pay to its corporate parent, EIX.  The ratings
assume an outcome in SCE's pending 2009 general rate case
consistent with Fitch's earnings and cash flow estimates.

EME and MWG's ratings reflect sharp improvement in earnings and
cash flows in recent years due to meaningfully higher wholesale
power prices compared to depressed levels earlier in this decade.  
The ratings also reflect the beneficial effect of debt
restructuring and asset sales in recent years, including lower
fixed costs and greater financial flexibility.  Further
improvement in ratings is impeded by the company's high legacy
debt leverage and strategic plans to diversify its resource base
through major investment in wind, natural gas and advanced fuel
technology plant development.  Execution risk associated with
EME's capital investment plan is a source of concern for investors
as is the impact of further environmental regulations.

EIX is the parent company of SCE, one of the largest investor-
owned utilities in the U.S., and EME, an unregulated power
company.  SCE serves more than 4.8 million customers in a 50,000
square mile service territory encompassing central, coastal and
southern California with a total population of 13 million.  
Through its operating subsidiaries, EME develops, leases, owns,
operates and sells the output of its power generation facilities,
which are primarily located in the U.S.


MISSION ENERGY: Fitch Affirms 'BB-' Issuer Default Rating
---------------------------------------------------------
Fitch Ratings has affirmed the Issuer Default Ratings of Edison
International and its core electric utility subsidiary, Southern
California Edison at 'BBB-' and 'A-', respectively.  At the same
time, Fitch has affirmed the IDRs of intermediate holding
companies Mission Energy Holding Co. and Edison Mission Energy at
'BB-'and the IDR of EME subsidiary Midwest Generation at 'BB'.

In addition, Fitch has affirmed the securities ratings of SCE, EME
and MWG as listed below.  The Rating Outlook is Stable.  
Approximately $13 billion of debt is affected by the rating
action.

EIX
  -- Issuer Default Rating 'BBB-';
  -- Short-term IDR 'F3'.

SCE
  -- IDR 'A-';
  -- Senior secured A+';
  -- Senior unsecured debt 'A';
  -- Preferred securities 'A-';
  -- Short-Term IDR 'F1';
  -- Commercial paper 'F1'.

MEHC
  -- IDR 'BB-'
  -- Short-term IDR 'B'.

EME
  -- IDR 'BB-';
  -- Senior unsecured debt 'BB-';
  -- Short-term IDR 'B'.

Midwest Generation LLC
  -- IDR 'BB';
  -- Secured credit agreement 'BBB-';
  -- Short-term IDR 'B'.

The EIX IDR and Stable Rating Outlook are supported by the strong,
relatively predictable earnings and cash flows of its core
electric operating utility subsidiary, SCE, which accounts for
approximately three-quarters of consolidated EIX earnings before
interest, taxes, depreciation and amortization.  The EIX ratings
also consider improved operating results at EIX's unregulated
power generation subsidiary EME, driven primarily by higher
wholesale energy prices.  Ample liquidity exists at EIX with
approximately $1.6 billion of cash and cash equivalents and short-
term investments on EIX's consolidated balance sheet as of
March 31, 2008 and approximately $4.3 billion available from bank
facilities totaling $5.1 billion.

The Internal Revenue Service is challenging certain cross border
leveraged lease transactions entered into by EIX subsidiary Edison
Capital.  Total exposure could be as high as $2.5 billion
including interest and penalties.  EIX is currently engaged in
settlement discussions with the IRS.  The ultimate outcome in the
IRS inquiry is uncertain.

SCE's credit quality is dependent upon its ability to execute and
recover its large, projected capital spending budget which is
expected to average just under $4 billion per annum through 2011.  
Pre-approval of construction spending, regulatory balancing
accounts and mechanisms and forward looking test years ameliorate
concerns regarding recovery of planned infrastructure investment
and other expenses.  The ratings also consider capital structure
requirements imposed by the CPUC that limit the amount of
dividends SCE may pay to its corporate parent, EIX.  The ratings
assume an outcome in SCE's pending 2009 general rate case
consistent with Fitch's earnings and cash flow estimates.

EME and MWG's ratings reflect sharp improvement in earnings and
cash flows in recent years due to meaningfully higher wholesale
power prices compared to depressed levels earlier in this decade.  
The ratings also reflect the beneficial effect of debt
restructuring and asset sales in recent years, including lower
fixed costs and greater financial flexibility.  Further
improvement in ratings is impeded by the company's high legacy
debt leverage and strategic plans to diversify its resource base
through major investment in wind, natural gas and advanced fuel
technology plant development.  Execution risk associated with
EME's capital investment plan is a source of concern for investors
as is the impact of further environmental regulations.

EIX is the parent company of SCE, one of the largest investor-
owned utilities in the U.S., and EME, an unregulated power
company.  SCE serves more than 4.8 million customers in a 50,000
square mile service territory encompassing central, coastal and
southern California with a total population of 13 million.  
Through its operating subsidiaries, EME develops, leases, owns,
operates and sells the output of its power generation facilities,
which are primarily located in the U.S.


MONTAUK POINT CDO: Moody's Puts Junk Ratings Under Review
---------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Montauk
Point CDO, Ltd.:

Class Description: $262,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2042

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Ba1, on review for possible downgrade

Class Description: $38,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2042

Prior Rating: Aa3, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Class Description: $44,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2042

Prior Rating: A3, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $16,000,000 Class C Fourth Priority Senior
Secured Floating Rate Notes Due 2042

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ca

Class Description: $11,400,000 Class D Fifth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

Prior Rating: Ba1, on review for possible downgrade

Current Rating: C

Class Description: $11,400,000 Class E Sixth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

Prior Rating: Ba3, on review for possible downgrade

Current Rating: C

Class Description: $2,000,000 Class F Seventh Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

Prior Rating: B3, on review for possible downgrade

Current Rating: C

Class Description: $4,000,000 Class G Eighth Priority Mezzanine
Deferrable Secured Floating Rate Notes Due 2042

Prior Rating: Caa1, on review for possible downgrade

Current Rating: C

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


MULVERRY STREET CDO: Moody's Junks Rating on $5MM Class C Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Mulberry Street CDO, Ltd.:

Class Description: $40,000,000 Class A-1B Notes, due December 2037

Prior Rating: Aa3, on review for possible downgrade

Current Rating: A2, on review for possible downgrade

Class Description: $52,500,000 Class A-2 Notes, due December 2037

Prior Rating: Ba1, on review for possible downgrade

Current Rating: Ba3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $5,000,000 Class C Notes, due December 2037

Prior Rating: Ca

Current Rating: C

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


MYSTIQUE ENERGY: Dec. 31 Balance Sheet Upside Down by $1.2MM
------------------------------------------------------------
Mystique Energy, Inc. (MYS:TSX Venture) reports its financial
results for the twelve months ended December 31, 2007.

Financial results for 2007 include:

    * Cash flow for the twelve months ended December 31, 2007 was
      ($1.66) million compared to $2.07 million for 2006.

    * Production sales for the year averaged 195 barrels of oil
      Equivalent ("boepd"), compared to 318 boepd for 2006.

    * Net loss for the twelve months ended December 31, 2007 was
      $8.07 million compared to a net loss of $10.28 million for
      2006.

As of December 31, 2007, the company's balance sheet showed total
assets of $8.8 million and total liabilities of $10 million,
resulting in total shareholders' deficit of $1.2 million.

Corporate events for 2007 include:

    * Obtained creditor protection under the Companies' Creditors
      Arrangement Act effective 2007-04-24.

    * Sold all petroleum assets for gross proceeds of $23.25
      million.

    * Eliminated all bank debt from proceeds of asset sales.

    * Executed a letter of intent with Petro Energy Corp. whereby
      Mystique and Petro Energy Corp. would merge by means of an
      amalgamation or other business arrangement.

    * Filed a plan of arrangement with Alberta Court of Queen's
      Bench.

    * Obtained approval of the Plan by unsecured creditors.

Additional corporate events so far in 2008 include:

    * Completed the initial cash distribution to unsecured
      creditors.

    * Obtained approval for the extension of the Plan until
      2008-09-15 to provide additional time for the anticipated
      business combination with Petro Energy Corp to be completed
      and to make a final cash distribution to unsecured
      creditors.

                     About Mystique Energy

Headquartered in Alberta, Canada, Mystique Energy Inc. --
http://www.mystiqueenergy.ca/-- (TSXV: MYS) is a junior oil & gas  
company focused on exploration and development of petroleum and
natural gas reserves, with production in western Alberta.

The company filed for creditor protection under the Companies
Creditors Arrangement Act, R.S.C. 1985, c. C-36, as amended on
April 24, 2007.  The Court appointed Ernst & Young Inc. to act as
officer of the Court to monitor the business and affairs of the
company until discharged by the Court.


NBTY INC: To Acquire Leiner Health Assets for $230,000,000
----------------------------------------------------------
Leiner Health Products, Inc., entered into an Asset Purchase
Agreement for the sale of substantially all of its assets to NBTY,
Inc., on May 30, 2008.

NBTY will acquire the company for $230,000,000 plus assumption of
certain liabilities.

The Agreement is subject to higher or better offers that may be
submitted by competing bidders in connection with a process
conducted under the supervision of the bankruptcy court presiding
over Leiner's chapter 11 bankruptcy case.  If a higher or better
offer is submitted, an auction will be conducted on June 9, 2008,
in which case the terms of the Agreement may change.

The NBTY Agreement provides for a purchase price adjustment
downward if the amount of actual working capital at closing is
less than $116,500,000, and for a purchase price adjustment upward
if the amount of actual working capital at closing is greater than
$126,500,000.

Simultaneously with the execution of the Agreement, NBTY and
Leiner also entered into an escrow agreement pursuant to which a
portion of the purchase price is held in escrow until the closing
of the purchase transaction.  In addition to the bankruptcy court
process, the transaction is subject to regulatory and other
customary approvals.  If no higher or better offer is submitted by
a competing bidder, the purchase transaction contemplated by the
Agreement is expected to close no later than September 2008.

                       About Leiner Health

Based in Carson, California, Leiner Health Products Inc. --
http://www.leiner.com/-- manufacture and supply store brand
vitamins, minerals and nutritional supplements products, and over-
the-counter pharmaceuticals in the US food, drug and mass merchant
and warehouse club retail market.  In addition to their primary
VMS and OTC products, they provide contract manufacturing
services.  During the fiscal year ended March 31, 2007, the VMS
business comprised approximately 61% of net sales.  On March 20,
2007, they voluntarily suspended the production and distribution
of all OTC products manufactured, packaged or tested at its
facilities in the US.

The company filed for Chapter 11 protection on March 10, 2008
(Bankr. D. Del. Lead Case No.08-10446).  Jason M. Madron, Esq.,
and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors.  Houlihan Lokey Howard & Zukin Capital,
Inc., provides investment banking and financial advisory services
to the Debtors.  Garden City Group Inc. serves as the Debtors'
noticing, claims and balloting agent.

The U.S. Trustee for Region 3 appointed creditors to serve on an
Official Committee of Unsecured Creditors in these cases.  The
Committee is represented by Saul Ewing LLP as bankruptcy counsel,
and FTI Consulting Inc., as financial advisors.

As reported in the Troubled Company Reporter on April 10, 2008,
the Debtors' schedules of assets and liabilities showed total
assets of $133,412,547 and total debts of $477,961,526.


NBTY INC: Leiner Health Agreement Won't Affect S&P's 'BB' Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services said that there would be no
immediate impact on Bohemia, New York-based NBTY Inc.'s
(BB/Stable/--) ratings or outlook following the company's
announcement that it entered into an Asset Purchase Agreement for
the purchase of substantially all of the assets of Leiner Health
Products Inc.(unrated).  The current purchase price is
$230 million plus the assumption of certain liabilities, yet is
subject to higher or better offers that may be submitted by
competing bidders under Leiner's current chapter 11 proceedings.

Terms of the agreement may change if a higher offer is submitted,
and an auction will be conducted on June 9, 2008.  S&P estimate
that at the currently proposed price, NBTY's leverage will
increase to closer to 2x (from levels of about 1.6x at March 31,
2008), and that credit measures will remain strong enough for the
current rating.  However, if NBTY proceeds with the purchase at a
materially higher price, S&P will then determine what, if any,
impact this could have on the rating or outlook when more details
emerge.  NBTY is a vertically integrated vitamin, minerals, and
supplements manufacturer and marketer, with a three-tier
distribution strategy, which includes retail, wholesale, and
direct-response channels.


NEONODE INC: Has Until June 30 to Comply with Nasdaq Criteria
-------------------------------------------------------------
Neonode Inc. received a NASDAQ Staff deficiency letter from The
NASDAQ Stock Market Listing Qualifications Department stating that
for the last 10 consecutive business days, the market value of
listed securities of the company has been below the minimum $35
million requirement for continued inclusion under Marketplace Rule
4310 (c)(3)(B).

The notice further states that pursuant to Marketplace Rule
4310(c)(8)(C), the company will be provided 30 calendar days or
until June 30, 2008, to regain compliance.  If, at anytime before
June 30, 2008, the market value of listed securities of the
company is $35 million or more for a minimum of 10 consecutive
business days, the company may regain compliance with the
Marketplace Rules if the NASDAQ staff determines the company is in
compliance with the Rule.

The notice states that if compliance with the Rule cannot be
demonstrated by June 30, 2008, the NASDAQ staff will provide
written notification that the company's securities will be
delisted.

Furthermore, the notice indicates that the company does not comply
with the alternative listing requirement to the Rule under
Marketplace Rule 4310(c)(3)(A) or 4310(c)(3)(C) which require
minimum stockholders' equity of $2,500,000 or net income from
continuing operations of $500,000 in the most recently completed
fiscal year or in two of the last three most recently completed
fiscal years.  

The company has the right to appeal any NASDAQ staff's
determination to delist its securities to a Listing Qualifications
Panel.

                        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.

As reported in the Troubled company Reporter on May 29, 2008,
Neonode Inc.'s consolidated balance sheet at March 31, 2008,
showed total assets of $13.9 million and total liabilities of
$23.4 million, resulting in a roughly $9.4 million of total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $13.3 million in total current
assets available to pay $23.3 million in total current
liabilities.

The company reported a net loss of $11.4 million, on total net
sales of $391,000, for the first quarter ended March 31, 2008,
compared with a net loss of $2.5 million, on total net sales of
$249,000, in the same period last year.

                     Going Concern Doubt

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.


NETTEL HOLDINGS: Kabani & Company Expresses Going Concern Doubt
---------------------------------------------------------------
Kabani & Company, Inc., on May 1, 2008, raised substantial doubt
on the ability of Nettel Holdings, Inc., to continue as a going
concern after it audited the company's financial statements for
the year ended Dec. 31, 2008.

The auditor pointed to the company's of $4,176,773 during the year
ended Dec. 31, 2007, and accumulated deficit of $11,144,484 as of
Dec. 31, 2007.

The company posted a net loss of $4,176,773 on total revenues of
$21,505,122 for the year ended Dec. 31, 2008, as compared with a
net loss of $783,527 on total revenues of $7,832,916 in the prior
year.

At Dec. 31, 2008, the company's balance sheet showed $1,237,178 in
total assets, $898,734 in total liabilities, and $338,444 in total
stockholders' equity.  

The company's consolidated balance sheet at Dec. 31, 2008, showed
strained liquidity with $948,961 in total current assets available
to pay $898,734 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?2ce7

                       About Nettel Holdings

Nettel Holdings Corporation -- http://nettelholdings.com/-- is a  
holding company owning subsidiaries engaged in a number of diverse
business activities, the most important of which are
Telecommunication and Software.  As an incubator for high
technology companies, Nettel Holdings is dedicated to nurturing
high-growth, high-tech businesses into profitable industry
leaders.  In addition, to providing the necessary financing,
Nettel Holdings provides business support services that
accelerated the successful development of our subsidiaries by
providing them with an array of targeted resources and services.  
The company is headquartered at Longview, Wash.


NEXHORIZON COMMS: March 31 Balance Sheet Upside-Down by $2,695,158
------------------------------------------------------------------
NexHorizon Communications Inc.'s consolidated balance sheet at
March 31, 2008, showed $3,925,795 in total assets and $6,620,953
in total liabilities, resulting in a $2,695,158 total
stockholders' deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $443,397 in total current assets
available to pay $2,313,001 in total current liabilities.

The company reported a net loss of $954,702, on net sales of
$473,164, for the first quarter ended March 31, 2008, compared
with a net loss of $130,510, on net sales of $55,626, in the same
period in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d32

                       Going Concern Doubt

KMJ Corbin & Company LLP, in Irvine, California, expressed
substantial doubt about NexHorizon Communications Inc.'s ability
to continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2007.  The auditing fir pointed to the company's recurring losses
from operations, working capital deficit, and stockholders'  
deficit.

                 About NexHorizon Communications

Headquartered in Westminster, Colo., NexHorizon Communications
Inc. (OTC: NXHZ) -- http://www.nexhorizon.us/-- operates as a  
rural community cable service provider that delivers a 'triple-
play' of digital video, high-speed data, voice over Internet
protocol (VoIP), and other related broadband solutions.  It also
intends to provide digital, video on demand, pay per view, high
speed Internet, and telephone services.


NEXIA HOLDINGS: Hansen Barnett Expresses Going Concern Doubt
------------------------------------------------------------
Hansen Barnett & Maxwell, P.C., raised substantial doubt on the
ability of Nexia 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 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 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.

Management's plans to enable the company to continue as a going
concern include closing under-performing retail locations, raise
capital through the company's equity line of credit upon the
effectiveness of a pending S-1 Registration Statement, reduce
expenses through consolidating or disposing of certain subsidiary
companies, and convert certain debt into shares of the company's
common stock.

"Primarily, revenues have not been sufficient to cover the
company's operating costs," the management stated.

The company posted a net loss of $8,498,219 on total revenues of
$3,232,488 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,983,297 on total revenues of $1,834,245 in the
prior year.

At Dec. 31, 2007, the company's balance sheet showed $4,845,485 in
total assets and $11,536,648 in total liabilities, resulting in
$6,870,114 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,036,555 in total current assets
available to pay $2,731,003 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?2cb8

                       About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTCBB:
NEXA) -- http://www.nexiaholdings.com/-- is a diversified  
holdings company with operations in real estate, health & beauty,
and fashion retail.


NJ RESTAURANT: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: NJ Restaurant Group Corp.
        aka The 640 Club
        P.O. Box 2505
        Elizabeth, NJ 07207

Bankruptcy Case No.: 08-18781

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

Chapter 11 Petition Date: May 12, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Bruce E. Baldinger, Esq.
                  Email: Bbaldinger@aol.com
                  Baldinger and Levine, LLC
                  P.O. Box 8017
                  Somerville, NJ 08876
                  Tel: (908) 218-0060
                  Fax: (908) 707-4509

Total Assets: $1,421,000

Total Debts:    $510,304

A copy of NJ Restaurant Group Corp's list of nine largest
unsecured creditorsis available for free at:

      http://bankrupt.com/misc/njb08-18781.pdf


NJM CAPITAL: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: NJM Capital, LLC
        fka Cherokee Meadowlands, LLC
        1 Meadowlands Plaza, Ste. 810
        East Rutherford, NJ 07074

Bankruptcy Case No.: 08-18590

Chapter 11 Petition Date: May 8, 2008

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtor's Counsel: Michael D. Sirota, Esq.
                  Email: msirota@coleschotz.com
                  Cole, Schotz, Meisel, Forman & Leonard
                  25 Main St.
                  Hackensack, NJ 07601
                  Tel: (201) 489-3000
                  http://www.coleschotz.com

Estimated Assets:         Less than $50,000

Estimated Debts: $10 million to $50 million

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


NORTH SIDE HOSPITAL: Case Summary & 24 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: North Side Hospital, Inc.
        P.O. Box 456
        Arecibo, PR 00613-0456

Bankruptcy Case No.: 08-03069

Chapter 11 Petition Date: May 13, 2008

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Emil Rodriguez Escudero, Esq.
                  Email: emil@poapr.com
                  Bupete Pedro Ortiz Alvarez
                  P.O. Box 9009
                  Ponce, PR 00732-9009
                  http://www.poapr.com/

Estimated Assets: $1 million to $100 million

Estimated Debts:  $1 million to $100 million

A copy of North Side Hospital, Inc's list of 24 largest unsecured
creditorsis available for free at:

      http://bankrupt.com/misc/prb08-03069.pdf


NPS PHARMACEUTICALS: Terminates Senior VP Brian O'Callaghan
-----------------------------------------------------------
Brian O'Callaghan, Senior Vice President and Chief Commercial
Officer OF NPS Pharmaceuticals, Inc., was terminated without cause
from his position effective May 29, 2008.  The company's
commercial operations will now report to Francois Nader, President
and Chief Executive Officer.  The company's technical operations
and business development activities will now report to Luke
Beshar, Senior Vice President and Chief Financial Officer.  These
functions previously reported to Mr. O'Callaghan.

Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq:
NPSP) -- http://www.npsp.com/-- is developing specialty     
therapeutics company for gastrointestinal and endocrine disorders
with high unmet medical need.  The company is currently advancing
two late-stage programs.  Teduglutide, a proprietary analog of
GLP-2, is in Phase 3 clinical development for intestinal failure
associated with short bowel syndrome as GATTEX(TM) and in
preclinical development for gastrointestinal mucositis and
necrotizing enterocolitis.

                          *     *     *

As reported Troubled Company Reporter on May 14, 2008, the Audit
Committee of the Board of Directors of NPS Pharmaceuticals, Inc.,
concluded, after consultation with management of the company and a
review of the pertinent facts, that the previously reported
financial statements contained in the company's Annual Report on
Form 10-K for the fiscal year ended Dec. 31, 2007, should not be
relied upon due to an error in the computation of the cash sweep
premium interest expense associated with the Secured 8.0% Notes
due on March 30, 2017.  The company detected this error during the
course of the preparation and review of the company's Quarterly
Report on Form 10-Q for the period ended March 31, 2008.

As a result of this error, the company understated accrued
interest expense and retained deficit and overstated income taxes
payable on the Consolidated Balance Sheet as of Dec. 31, 2007.  
Also, as a result of the error, the company understated interest
expense and overstated income tax expense on the Consolidated
Statement of Operations for the year ended Dec. 31, 2007.  The
company is currently working on restating the financial statements
that were included in its Form 10-K for the year ended Dec. 31,
2007, and will file an amendment on Form 10-K/A to include the
restated financial statements and related disclosures once they
are completed.

NPS Pharmaceuticals Inc.'s consolidated balance sheet at Dec. 31,
2007, showed $231.8 million in total assets and $419.8 million in
total liabilities, resulting in a $188.0 million total  
shareholders' deficit.


ORCHID STRUCTURED: Moody's to Review Caa2 Rating on $65MM Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Orchid Structured Finance CDO III, Ltd.:

Class Description: $350,000,000 Class A-1 First Priority Senior
Secured Floating Rate Notes Due 2046

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Ba3, on review for possible downgrade

Class Description: $65,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2046

Prior Rating: A2, on review for possible downgrade

Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $40,000,000 Class B Third Priority Senior
Secured Floating Rate Notes Due 2046

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Ca

Class Description: $8,700,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

Prior Rating: Ba1, on review for possible downgrade

Current Rating: C

Class Description: $7,300,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

Prior Rating: Ba2, on review for possible downgrade

Current Rating: C

Class Description: $10,000,000 Class E Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2046

Prior Rating: Ba3, on review for possible downgrade

Current Rating: C

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


OCTONION I: Moody's to Review Caa3 Rating on $22.25MM Notes
-----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings of one classes of notes
issued by Octonion I CDO, Ltd. as:

Class Description: $22,250,000 Class S Floating Rate Notes Due
2014

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Caa3, on review for possible downgrade

Octonion I CDO, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities. On
February 8, 2008, the transaction experienced an event of default
caused by the Principal Coverage Ratio relating to the Class A3
Notes falling below 83.5%, as described in Section 5.1(d) of the
Indenture dated March 6, 2007. That event of default is
continuing.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.


PACER HEALTH: March 31 Balance Sheet Upside-Down by $9,628,232
--------------------------------------------------------------
Pacer Health Corp.'s consolidated balance sheet at March 31, 2008,
showed $12,831,462 in total assets, $13,846,880 in total
liabilities, and $8,612,814 in minority interest in consolidated
subsidiary company, resulting in a $9,628,232 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $6,379,437 in total current assets
available to pay $8,913,891 in total current liabilities.

The company reported net income of $235,679 for the first quarter
ended March 31, 2008, compared with a net loss of $160,432 in the
same period of 2007.

Net revenues for continuing operations for the three months ended
March 31, 2008, and 2007, were $7,751,511 and $8,150,466,   
respectively.  The decrease in revenue was primarily due to the
lack of heavy patient volumes from the warmer winter weather.

The increase in net income is primarily the result of the
company's disposal of Minnie G. Boswell Memorial Hospital, which
generated net income from discontinued operations of $1,508,239
that included a gain on disposal of $2,352,917.  

The company believes that future cash flows from operating
activities and from issuances of debt and common stock will
provide adequate funds to meet the ongoing cash requirements of
its existing business over the next twelve (12) months.  

Management also anticipates the expansion of the non-medical
services division to contribute to an increase in net income and
positive cash flows for the remainder of 2008.  Management also
anticipates positive cash flows from the additional grants of
$900,000 from the revised lease agreement with the Lower Cameron
Hospital Service District.  

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?2d3a

                       About Pacer Health

Headquartered in Miami Lakes, Florida, Pacer Health Corp. (OTC BB:
PHLH) -- http://www.pacerhealth.com/ -- is an owner-operator of  
acute care hospitals, medical treatment centers and psychiatric
care facilities serving non-urban areas throughout the Southeast
as well as a transportation and logistics division that provides
trucking/air freight, warehousing and distribution and logistics
services throughout the United States.


PAPPAS TELECASTING: Gets Initial Approval to Use Cash Collateral
----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware authorized Pappas Telecasting Inc. and its
debtor-affiliates to use, on an interim basis, cash collateral of
a group of financial institution lead by Fortress Credit Corp., as
administrative agent and facility agent.

The Court will convene a hearing on June 10, 2008, at 2:00 p.m.,
to consider final approval of the Debtors' request.

The Debtors intend to employ Moelis & Company as their investment
banker to conduct sales of their assets.

As reported in the Troubled Company Reporter on May 26, 2008,
the Debtors related that obtaining access to the cash collateral
will help them preserve and maintain the going-concern value of
their assets and sell them in an orderly manner and return them to
creditors.

A. Prepetition Credit Agreement

Substantially all of the Debtors' assets are subject to security
interests and liens in favor of Fortress Credit Corp., as agent
for the prepetition lenders.  Virtually all of the Debtors' cash
constitutes the prepetition lenders' cash collateral.

The Debtors, Fortress, and prepetition lenders entered into a
credit agreement dated March 1, 2006, as amended and restated,
which established term loans to provide working capital and for
other purposes to the Debtors or the committee.

Since the bankruptcy filing, the Debtors are liable to the agent
and prepetition lenders under the credit agreement in the amount
of $303,574,665, plus accrued and unpaid interest and fees.

B. Inability to Pay and Asset Sale

The Debtors are presently unable to pay their debts and have
determined that they are unlikely to do so in the future.  Hence,
the Debtors commenced the bankruptcy case in order to sell
substantially all of their assets on a going concern basis as soon
as practicable and wind down their business.

The Debtors believe that the immediate sale of their businesses is
critical to preserving their value for the benefit of creditors
and stakeholders.

In 2007, the Debtors related that they began marketing and sale
process of their assets.  The Debtors intend to finalize the sale
process during the pendency of their chapter 11 case.

As adequate protection, the lenders will receive a security
interests in and liens upon all prepetition collateral --
including the cash collateral, to secure payment of an amount
equal to any diminution in value of the cash collateral from and
after the Debtors' bankruptcy filing.   

The lenders' liens and interests are subject to a carve-out for
payment to professional advisors to the Debtors and fees payable
to the clerk of the Court or the U.S. Trustee.  There is a
$500,000 carve-out for payment to professionals retained by the
Debtors.

A full-text copy of the cash collateral budget is available for
free at http://ResearchArchives.com/t/s?2d33

                    About Pappas Telecasting

Fresno, California-based Pappas Telecasting Inc., aka KMPH, aka
KMPH-TV, and aka KMPH Fox 26, -- http://www.pappastv.com/-- and   
its affiliates are broadcasting companies.  Founded in 1971, their
stations reach over 15% of all U.S. households and over 32% of
Hispanic households.

Pappas and 21 affiliates filed chapter 11 petition on May 10, 2008
(Bankr. D. Del. Case No. 08-10915 through 08-10936).  Laura Davis
Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP represents the
Debtors in their restructuring efforts.  Administar Services Group
LLC is the Debtors' notice and claims agent.  The Debtors listed
$100 million to $500 million in assets and debts when they filed
for bankruptcy.

Harry J. Pappas, the CEO and chairman of Pappas Telecasting and
its debtor-affiliates, was the subject of a petition for Chapter 7
liquidation filed by creditors before the U.S. Bankruptcy Court
for the District of Delaware.  Mr. Pappas' wife Stella was also
subject of the involuntary petition.  The petitioning creditors
are Fortress Credit Opportunites I LP, Fortress Credit
Opportunites II LP, Ableco Finance LLC and Silver Oak Capital.  
John H. Knight, Esq., at Richards Layton & Finger, represents the
Fortress Creditors.  Adam G. Landis, Esq., at Landis Rath & Cobb
LLP, in Wilmington, represents Ableco and Silver Oak.


PARADIGM MEDICAL: Chisholm Bierwolf Expresses Going Concern Doubt
-----------------------------------------------------------------
Chisholm, Bierwolf & Nilson LLC raised substantial doubt on the
ability of Paradigm Medical Industries, 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 working capital deficit and operating losses.

"The company has not demonstrated  the ability to generate   
sufficient cash flows from operations to satisfy its liabilities
and sustain operations, and the company has incurred significant
losses from operations," the management related.

The company posted a net loss of $1,731,000 on total sales of
$1,872,000 for the year ended Dec. 31, 2007, as compared with a
net loss of $1,199,000 on total sales of $2,195,000 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $2,174,000 in
total assets and $4,314,000 in total liabilities, resulting in
$2,140,000 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $1,819,000 in total current assets
available to pay $1,060,000 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?2ce8

                       About Paradigm Medical

Headquartered in Salt Lake City, Paradigm Medical Industries Inc.
(OTC BB: PMED.OB) -- http://www.paradigm-medical.com/-- currently  
develops, manufactures and markets high-tech, proprietary
diagnostic equipment and consumable products for the medical
industry.


PB 60: Case Summary & Largest Unsecured Creditor
------------------------------------------------
Debtor: PB 60, Inc.
        27 Merrick Avenue
        Merrick, NY 11566

Bankruptcy Case No.: 08-72867

Chapter 11 Petition Date: June 2, 2008

Court: Eastern District of New York (Central Islip)

Judge: Robert E. Grossman

Debtor's Counsel: Craig S. Heller, Esq.
                  Craig S. Heller, PC
                  1225 Franklin Avenue, Suite 325
                  Garden City, NY 11530
                  Tel: (516) 512-8898

Total Assets: $3,500,000

Total Debts:  $2,700,000

Debtor's Largest Unsecured Creditor:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Aurora Loan Services             Bank loan           $2,700,000
c/o Tompkins, McGuire
Wachenfeld & Barry
100 Mulberry Street, Suite 5
Newark, NJ 07102
Attn: Margaret J. Cascino, Esq.
Tel: (973) 623-7548


PARAPET 2006: Moody's to Review Ba3 Rating on $127.5MM Notes
------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issue by
Parapet 2006 Ltd.:

Class Description: $137,500,000 Class A Floating Rate Notes Due
2045

Prior Rating: Aa3

Current Rating: Ba3, on review for possible downgrade.

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PARAGON CDO: Moody's Puts Ba1 Rating on $10MM Notes Under Review
----------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
further possible downgarde the ratings of these notes issued by
Paragon CDO, Limited:

Class Description: $75,000,000 Class A Floating Notes Due 2044

Prior Rating: Aaa

Current Rating: Aa1, on review for possible downgrade

Class Description: $25,000,000 Class B Floating Notes Due 2044

Prior Rating: Aa2

Current Rating: Baa1, on review for possible downgrade

Class Description: $10,000,000 Class C Floating Rate Deferrable
Notes Due 2044

Prior Rating: A2, on review for possible downgrade

Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating action is the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PFF BANCORP: Bank Waives Secured Term Loan Payment Until June 16
----------------------------------------------------------------
PFF Bancorp Inc. entered into an amendment and waiver in
connection with the restructuring of its secured term loan
agreement with a commercial bank.  The agreement became effective
on May 31, 2008.  

The secured term loan has a current outstanding principal balance
of $44 million.

The amendment extends the maturity date from May 31, 2008, to
June 16, 2008, and provides that the lender will waive a
prepayment requirement in connection with proceeds from the sale
of a loan expected to be received by the company.

As consideration for the amendment and waiver, the company has
agreed to make an additional payment of $440,000 at the maturity
date of the loan in the event of the successful completion of a
recapitalization which returns the Bank's capital levels to above
"well-capitalized" for regulatory purposes.

The company is pursuing recapitalization transactions that would
strengthen the company's capital levels and provide for the
retirement of the commercial bank loan.  

The company has engaged financial advisors to assist in this
effort; however, there can be no assurance that any
recapitalization will be consummated.

                       About PFF Bancorp Inc.

Hedaquartered in Rancho Cucamonga, California, PFF Bancorp Inc.
(NYSE:PFB) -- http://www.pffbancorp.com/-- is a diversified  
financial services company.  It conducts its business through its
wholly owned subsidiary, PFF Bank & Trust.  The company's business
also includes Glencrest Investment Advisors Inc., a registered
investment advisor.  Its market areas include eastern Los Angeles,
San Bernardino, Riverside and northern Orange counties.


PIERRE FOODS: In Covenant Default on Wachovia's Credit Facility
---------------------------------------------------------------
Pierre Foods Inc. notified the administrative agent for its senior
credit facility, Wachovia Bank, that it was not able to meet the
financial covenants contained in the facility for the fiscal
quarter ending March 1, 2008.  The company stated that the matter
was caused by increased raw material prices and deteriorating
market conditions for the processed food industry.

As a result of the covenant defaults, the company's lenders have
sent a notice indicating that all borrowings under the facility
shall bear a default rate of interest -- 2% above the non-default
rate -- beginning as of Feb. 29, 2008.  

The company is in discussions with its lenders and intends to work
closely with them to address the current situation.

The company plans to operate its business without interruption
while it evaluates various strategic and restructuring
alternatives.  The company has taken and will continue to take
actions to improve its liquidity, including the implementation of
a number of initiatives designed to conserve cash, optimize
profitability and right-size the cost structure of the business to
reflect the current market environment.

These initiatives include:

   -- supporting more efficient inventory management by
      eliminating product duplication and unprofitable product
      lines, and implementing new strategies for increased
      inventory turns;

   -- strengthening and streamlining the organizational structure
      to improve the company's marketing-driven product focus and
      exiting unprofitable business ventures;
    
   -- enhancing the customer experience through a new
      communication process that provides real-time, cumulative
      feedback to the company's plants and quality control staff;
    
   -- investing in new research programs to focus key resources on
      supporting profitable, multi-year initiatives for customers
      and employees;

The company has retained Perella Weinberg Partners LP as a
financial advisor to assist it in evaluating its strategic and
restructuring alternatives.

On October 10, 2007, Pierre Foods entered into Amendment No. 4 to
to its Credit Agreement dated June 30, 2004, among Pierre Merger
Corp., Wachovia Bank, National Association, as administrative and
collateral agent; Wachovia Capital Markets, LLC and Banc of
America Securities LLC, as joint lead arrangers and book-running
managers; and a syndicate of banks, financial institutions and
other institutional lenders party.  Amendment No. 4 provides for
the waiver of the Company's noncompliance with the consolidated
leverage ratio financial covenant in the Credit Agreement for the
second quarter ended September 1, 2007.  It also includes, among
other things, a premium of 1.0% on any prepayments of the term
loans under the Credit Agreement that are made during the one-year
period following the date of Amendment No. 4 -- other than
optional prepayments made with excess cash flow -- and certain
restrictions, based on the Company's consolidated leverage ratio,
on acquisitions and capital expenditures for the construction of
new facilities.

Pursuant to the Amendment, the interest rates on term loans under
the Credit Agreement were increased by 1.75% at the Company's
current ratings. The interest rates on the term loans were to
decrease by 0.25% if the Company's corporate family rating and
corporate rating is greater than or equal to B2 and B from Moody's
and S&P.  The interest rates for the revolving credit portion of
the Credit Agreement were increased by 1.25%.

As of May 31, 2008, the Company had approximately $240 million of
borrowings outstanding under the Credit Agreement.

                        About Pierre Foods

Headquartered in Cincinnati, Ohio, Pierre Foods Inc. --
http://www.pierrefoods.com/-- manufactures and markets high-
quality, differentiated processed food solutions, focusing on pre-
cooked and ready-to-cook protein products, compartmentalized
meals, and hand-held convenience sandwiches.

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2008,
Moody's Investors Service placed under review for possible
downgrade the long-term ratings of Pierre Foods, Inc., including
the company's corporate family rating and probability of default
rating of B3.  LGD assessments are also subject to adjustment.  
The review reflects Moody's concern that Pierre will be unlikely
to improve weak credit metrics and boost profit margins given the
high costs of the company's commodity raw materials such as
chicken and cheese.


PINNACLE PEAK: Moody's Puts Ca Loan Rating Under Review
-------------------------------------------------------
Moody's Investors Service downgraded the ratings of four classes
of notes issued by Pinnacle Peak CDO I, Ltd. as:

Class Description: $750,000,000 Class A1M Floating Rate Notes Due
2047

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

Class Description: $265,000,000 Class A1Q Floating Rate Notes Due
2047

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

Class Description: $260,000,000 Class A2 term loan made pursuant
to the Class A2 Loan Agreement

Prior Rating: A3, on review for possible downgrade

Current Rating: Ca

Class Description: $140,000,000 Class A3 Floating Rate Notes Due
2047

Prior Rating: Ca

Current Rating: C

Pinnacle Peak CDO I, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.
On January 10, 2008, the transaction experienced an event of
default that occurs when the Class A2 Coverage Ratio is less than
110 per cent, as described in Section 5.1(d) of the Indenture
dated July 3, 2007. That event of default is continuing.

The rating actions reflect continuing deterioration in the credit
quality of the underlying portfolio and the increased expected
loss associated with the transaction. Losses are attributed to
diminished credit quality on the underlying portfolio.


PINNACLE POINT FUNDING: Moody's Downgrades Notes Rating to Ca
-------------------------------------------------------------
Moody's Investors downgraded the ratings of two classes of notes
issued by Pinnacle Point Funding II Ltd., and left on review for
possible further downgrade rating of one of these classes of notes
as:

Class Description: Up to $1,800,000,000 Class A-1B Notes due 2052

Prior Rating: Baa2, on review for possible downgrade

Current Rating: B2, on review for possible downgrade

Class Description: $111,000,000 Class A-2 Floating Rate Notes due
2052

Prior Rating: Caa2, on review for possible downgrade

Current Rating: Ca

Pinnacle Point Funding II Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.
On December 11, 2007 the transaction experienced an event of
default caused by a failure of the Par Value Coverage Amount to be
greater than or equal to the required amount set forth in Section
5.1(d) of the Indenture dated June 7, 2007. That event of default
is continuing. Also, Moody's has received notice from the Trustee
that it has been directed by a majority of the controlling class
to declare the principal of and accrued and unpaid interest on the
Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the rating of Class A-1B Notes
issued by Pinnacle Point Funding II Ltd. is on review for possible
further action.


PINETREE CDO: Moody's Puts Ratings on Review for Possible Cut
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by Pinetree
CDO LTD.:

Class Description: $195,000,000 Class A-1S Senior Secured Floating
Rate Notes due 2045

Prior Rating: Aaa

Current Rating: Baa1, on review for possible downgrade

Class Description: $33,000,000 Class A-1J Senior Secured Floating
Rate Notes due 2045

Prior Rating: Aa2, on review for possible downgrade

Current Rating: Ba3, on review for possible downgrade

Class Description: $27,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2045

Prior Rating: A1, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $15,000,000 Class A-3 Senior Secured Deferrable
Floating Rate Notes due 2045

Prior Rating: Baa2, on review for possible downgrade

Current Rating: Ca

Class Description: $18,000,000 Class B Secured Deferrable Floating
Rate Notes due 2045

Prior Rating: Ba3, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PIPER RESOURCES: Can't File March 31 Quarterly Financials on Time
-----------------------------------------------------------------
Piper Resources Ltd. reports that further to the Company's Notice
of Default contained in the news release on May 21, 2008, the
following is the Company's bi-weekly default status report
pursuant to Appendix B of the Canadian Securities Administrators
Staff Notice 57-301:

   1.  Except with respect to the Company's inability to file its
       Interim Financial Statements for the three months ended
       March 31, 2008, there has been no material change in the
       information contained in the Notice of default.

   2.  There has been no change to any intentions outlined in the
       Notice of Default.

   3.  The Company will not be able to file the Interim
       Statements by the required deadline of May 30, 2008, as it
       must first complete the Annual Audited Financial
       Statements for the year ended December 31, 2007.

   4.  There is no other material information concerning the
       affairs of Piper that has not generally been disclosed.

The Troubled Company Reporter reported on May 26, 2008, that Piper
is unable to file its annual financial statements for the year
ended Dec. 31, 2007, due to the uncertainty caused by the company
being in protection under the Companies Creditors' Arrangement
Act.  Piper expects to file the annual financial statements when
the uncertainty caused by the CCAA process has been resolved.  The
company must file its annual financial statements by June 29,
2008, and file timely bi-weekly Default Status Reports to avoid an
issuer cease trade order.

                     About Piper Resources

Headquartered in Calgary, Alberta, Piper Resources Ltd. is a non-
listed exploration, development and production company pursuing
conventional oil and natural gas opportunities in western Canada.
The company's core areas are focused in the Peace River arch area
of northwestern Alberta, with operated production in the
Gordondale, Pouce Coupe and Sinclair areas.

On Feb. 15, 2008, Piper Resources Ltd. obtained creditor
protection under the Companies Creditors Arrangement Act (Canada)
pursuant to an Order from the Alberta Court of Queen's Bench.  
Piper engaged Tristone Capital Inc. as its financial advisor to
pursue strategic alternatives for the company in conjunction with
the CCAA proceedings.  Piper has received subsequent Court orders
extending the stay of protection under CCAA until June 12, 2008.


PLASTECH ENGINEERED: Inks Settlement Pact with Fifth Third Bank
---------------------------------------------------------------
In order to resolve their disputes regarding equipment leases,
Plastech Engineered Products Inc. and its debtor-affiliates and
Fifth Third Bank have entered into a settlement agreement.

As reported in the Troubled Company Reporter on March 26, 2008,
Fifth Third Bank, which leases injection molding machines to the
Debtors, previously asked the U.S. Bankruptcy Court for the
Eastern District of Michigan to:

   a) compel the Debtors to assume or reject the equipment
      lease;

   b) direct the Debtors to pay the obligations under the
      lease; and

   c) compel the Debtors to provide it adequate protection on
      its interest in the lease.

The Debtors and Fifth Third Bank are parties to a Master
Equipment Lease dated Sept. 30, 2002, pursuant to which it
leases 23 injection molding machines to the Debtors.  Michael A.
Fleming, Esq., at Plunkett Cooney, in Bloomfield Hills, Michigan,
told the Court that the Debtors have not paid for their lease on
11 injection molding machines due on Feb. 15, 2008, nor have
they indicated any intention to make future payments under the
Equipment Lease.

He adds that Fifth Third may, in the very near future, be able to
sell some or all of the equipment subject to lease with the
Debtors.

In a Court-approved stipulation, the parties agreed that:

   (a) The Debtors will continue to make payments and perform any
       other non-monetary obligations due under their lease(s)
       with Fifth Third pursuant to Section 365(d)(5) of the
       Bankruptcy Code.

   (b) The Debtors agree to pay, within five business days after
       entry of a Court order, amounts due for April 2008, and
       half of May 2008 under Lease Schedule A-1 dated Aug. 21,
       2003.  Thereafter, the Debtors will pay to Fifth Third on
       or before the 15th day of each subsequent month, the
       obligations due for the month ending on that day, which
       amount will be calculated by dividing the Schedule A-1
       semi-annual into six monthly installments.

   (c) The Debtors will pay Fifth Third, within five business
       days from entry of a Court order, amounts due for the
       months of April and May 2008 under Lease Schedule A-2
       dated December 30, 2008.  Thereafter, the Debtors will pay
       to Fifth Third on or before the 30th day of each
       subsequent month, the obligations due for the month ending
       on that day.  This amount will represent the Schedule A-2
       semi-annual payment divided by six.

   (d) Any provision of the Leases for semi-annual payments is
       modified pending the assumption or rejection of the Leases
       by the Debtors unless the Debtors seek other relief, at
       which time Fifth Third's rights to respond fully,
       including to seek semi-annual payments, are preserved.

   (e) If the Debtors fail to pay as stipulated with respect to
       Schedule A-1 or Schedule A-2, Fifth Third may send a
       notice to the Debtors, which Fifth Third will provide to
       the Debtors' counsel via electronic mail.

   (f) If the Debtors fail to pay within five business days from
       the date of notice by Fifth Third Bank, Fifth Third will
       be permitted to renew the Request to Compel.

Nothing in the parties' agreement will be deemed an assumption of
the Leases by the Debtors nor an admission by the Debtors that
the Leases are, in fact, true leases.

                     About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/         
or 215/945-7000)


PLASTECH ENGINEERED: Treasury Dept. Won't Perform Set-off for Now
-----------------------------------------------------------------
The Michigan Department of Treasury, acting on behalf of debtor-
affiliate Plastech Romulus, Inc., agreed to extend the automatic
stay in Plastech Engineered Products Inc. and its debtor-
affiliates' Chapter 11 cases pending a hearing on June 26, 2008,
on its request to vacate the stay to effectuate set-off of tax
liabilities.  

As reported in the Troubled Company Reporter on May 26, 2008,
Deborah Benedict Waldmeir, assistant attorney general at The
Michigan Department of Treasury, related that the business
activities of Plastech Engineered Products Inc.'s affiliate,
Plastech Romulus, Inc., resulted in liabilities to the Treasury
for single and use tax liabilities that were accrued prepetition.  
She discloses that the Treasury has filed priority and unsecured
tax claims for the tax liabilities against Plastech Romulus for
$493,276 and $21,306.

On the other hand, Plastech Romulus has filed its 2005 and 2006
Michigan business tax returns claiming refunds for $379,341 and
$446,688, due to the application of 2005 and 2006 Michigan
Economic Growth Authority credits.  The Treasury has put an
administrative hold on a portion of the 2005 tax refund and the
full amount of the 2006 tax refund equal to the amount of
Treasury's prepetition tax claims, pending a decision on the
motion.

Section 553 of the U.S. Bankruptcy Code provides that a creditor
may offset a mutual debt owing by a creditor to the debtor that
arose before the commencement of the case against a claim of the
creditor against the debtor that arose before the commencement of
the case.

                    About Plastech Engineered

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

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

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

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

As of Dec. 31, 2006, the company's books and records
reflected assets totaling $729,000,000 and total liabilities of
$695,000,000.  (Plastech Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/       
or 215/945-7000)


PLY GEM: S&P Affirms Ratings on Adequate Liquidity Position
-----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Cary, North Carolina-based Ply
Gem Industries Inc.  All ratings were removed from CreditWatch,
where they were placed with negative implications on April 11,
2008.  The outlook is negative.
     
At the same time, S&P assigned a 'B' rating and a '3' recovery
rating to Ply Gem's proposed $700 million senior secured notes due
2013.  The ratings indicate that lenders can expect meaningful
(50% to 70%) recovery in the event of a payment default, and are
based on preliminary terms and conditions.
     
Proceeds from the notes in conjunction with an expected
$150 million asset-based revolving credit facility will be used to
repay the company's senior secured credit facilities.
     
"The affirmation and CreditWatch removal reflect our assessment
that Ply Gem's liquidity position will remain adequate despite
difficult operating conditions in the residential construction and
remodeling markets that are likely to persist for at least the
next several quarters," said Standard & Poor's credit analyst
Thomas Nadramia.  Liquidity is supported by the company's
proposed refinancing of its credit facility (which was recently
amended to provide for looser covenants) and a $30 million equity
infusion from its owners.  Nevertheless, S&P expect that Ply Gem's
financial profile will remain weak for the rating during the next
several quarters, and any further deterioration from expected
levels, due to weaker volumes and continued commodity cost
increases, could result in a lower rating.
     
The ratings on Ply Gem reflect its heavy debt burden, somewhat
aggressive financial policy, competitive cyclical markets, and
ongoing raw material cost pressures.  The ratings also reflect Ply
Gem's solid position in the vinyl siding market, low capital
spending requirements, and highly variable cost structure.
     
S&P expect end-market demand for Ply Gem's siding and window
products to remain weak for the remainder of 2008 and into 2009
due to poor new construction fundamentals and weaker repair and
remodeling spending.  A downgrade could occur during this period
if reduced construction activity or additional raw-material cost
increases further weaken the company's credit measures beyond
expected levels or if liquidity narrows meaningfully.  
Specifically, a narrowing of the interest coverage ratio below
1.2x or reliance on the new asset-based revolver for debt service
could trigger a negative rating action.  An outlook revision back
to stable seems unlikely in the near term given the current
operating conditions and Ply Gem's highly leveraged financial
profile.


POINT PLEASANT: Moody's Cuts Notes Rating, to Undertake Review
--------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Point Pleasant Funding 2007-1, Ltd.:

Class Description: $254,930,000 Class A-1 Floating Rate Notes due
September 2047

Prior Rating: Ba1, on review for possible downgrade

Current Rating: Ca

Class Description: $170,000,000 Class A-2 Floating Rate Notes due
September 2047

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ca

Class Description: $100,000,000 Class B Floating Rate Notes due
September 2047

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

Class Description: $28,000,000 Class C Deferrable Floating Rate
Notes due September 2047

Prior Rating: Ca

Current Rating: C

Class Description: $32,000,000 Class D Deferrable Floating Rate
Notes due September 2047

Prior Rating: Ca

Current Rating: C

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


PORT JACKSON: Moody's Cuts Notes Rating, to Undertake Review
------------------------------------------------------------
Moody's Investors Service downgraded the ratings on these notes
issued by Port Jackson CDO 2007-1, Ltd.:

Class Description: $105,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2052

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ca

Class Description: $112,500,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2052

Prior Rating: B2, on review for possible downgrade

Current Rating: Ca

Class Description: $17,500,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2052

Prior Rating: B3, on review for possible downgrade

Current Rating: Ca

Class Description: $60,000,000 Class B Fourth Priority Senior
Secured Floating Rate Notes due 2052

Prior Rating: Caa1, on review for possible downgrade

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


PREMD INC: Receives AMEX Delisting Notice & Evaluates Options
-------------------------------------------------------------
Predictive medicine company PreMD Inc. (TSX: PMD; Amex: PME) has
been notified by the American Stock Exchange that it will not
continue to support PreMD's plan for regaining compliance with the
continued listing standards and that it intends to delist
the Company's common stock from the Exchange by filing a delisting
application with the Securities and Exchange Commission pursuant
to Section 1009(d) of the AMEX Company Guide. The determination by
the staff of the AMEX to initiate the delisting of the common
stock from the AMEX is based on the Company's failure to meet
several of the Exchange's conditions for continued listing.

Presently, the Company continues to be noncompliant with Sections
1003(a)(i), 1003(a)(ii), and 1003(a)(iii) of the Company Guide,
all of which relate to the Company's insufficient stockholder's
equity as previously reported in the Company's filings with the
SEC. The AMEX also cites deficiencies regarding the Company's
ongoing losses and low share price as additional reasons for the
staff's determination. The Company is currently evaluating its
options in dealing with the AMEX and will provide updates as
they become available. It is management's view that PreMD's
delisting on the AMEX does not affect its current listing on the
Toronto Stock Exchange.

The Troubled Company Reporter on May 20, 2008, reported that PreMD
Inc.'s balance sheet at March 31, 2008, showed total assets
of C$3 million and total liabilities of C$8 million, resulting in
a total shareholders' deficiency C$5 million.  The consolidated
net loss for the three months ended March 31, 2008 was $1.6
million compared with a loss of C$1.5 million for the quarter
ended March 31, 2007.

                         About PreMD Inc.
  
Headquartered in Ontario, Canada, PreMD Inc. (TSX: PMD; Amex: PME)
-- http://www.premdinc.com/-- is a predictive medicine company  
focused on improving health outcomes with non- or minimally
invasive tools for the early detection of life-threatening
diseases, particularly cardiovascular disease and cancer.  The
company's products are designed to identify those patients at risk
for disease.  With early detection, cardiovascular disease and
cancer can be effectively treated, or perhaps, prevented
altogether.  PreMD is developing accurate and cost-effective tests
designed for use at the point of care, in the doctor's office, at
the pharmacy, for insurance testing and as a home use test.

                      Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about PreMD Inc.'s
ability to continue as a going concern after auditing PreMD Inc.'s
financial results for the year ended Dec. 31, 2007.  The auditors
pointed to the company's loss of C$6.3 million and shareholders'
deficiency of C$4,419,890.  The auditors also related that the
company has experienced significant operating losses and cash
outflows from operations since its inception.  The company has
operating and liquidity concerns due to its significant net losses
and negative cash flows from operations.


PRESIDENT HOMES: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: President Homes, Inc.
        5000 Winnetka Avenue North
        New Hope, Minnesota 55428-4231

Bankruptcy Case No.: 08-42674

Type of Business: The Debtor builds houses.
                  See: http://www.presidenthomes.com/

Chapter 11 Petition Date: May 30, 2008

Court: District of Minnesota (Minneapolis)

Judge: Gregory F. Kishel

Debtors' Counsel: Thomas G. Wallrich, Esq.
                   (twallrich@hinshawlaw.com)
                  Hinshaw & Culbertson LLP
                  333 South Seventh Street, Suite 2000
                  Minneapolis, Minnesota 55402
                  Tel: (612) 333-3434
                  
Estimated Assets: $1 million to $10 million

Estimated Debts:  $1 million to $10 million

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

           http://bankrupt.com/misc/Minnb08-42674.pdf


RESERVOIR FUNDING: Moody's Slashes A3 Rating to Ca on $3MM Notes
----------------------------------------------------------------
Moody's Investors Service has placed on review for possible
downgrade the ratings on these notes issued by Reservoir Funding
Ltd.

Class Description: $374,900,000 Class A-1-NV First Priority Senior
Non-Voting Floating Rate Notes Due 2040

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

Class Description: $100,000 Class A-1-V First Priority Senior
Floating Rate Notes Due 2040

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

Moody's also downgraded and left on review for possible further
downgrade the ratings on these notes:

Class Description: $75,000,000 Class A-2 Second Priority Senior
Floating Rate Notes Due 2040

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

Class Description: $34,500,000 Class B Third Priority Floating
Rate Notes Due 2040

  -- Prior Rating: Aa2
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $3,000,000 Class C Fourth Priority Mezzanine
Floating Rate Deferrable Notes Due 2040

  -- Prior Rating: A3
  -- Current Rating: Ca

Class Description: $7,000,000 Class D Fifth Priority Mezzanine
Floating Rate Notes Due 2040

  -- Prior Rating: Baa2
  -- Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


ROTONDA PROJECT: Case Summary & 13 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Rotonda Project, LLC
        1619 Jackson Street
        Fort Myers, FL 33901

Bankruptcy Case No.: 08-08032

Type of Business: The Debtor develops and sells real estate.
                  The Debtor was established in 2005 when 150 lots
                  were purchased for resale.  The lots were sold
                  but never closed due to deficiency in sewer
                  service, which under Florida law prohibits
                  occupancy.  The Debtor currently owns 30 lots
                  located in Rotunda, Fla.

Chapter 11 Petition Date: June 2, 2008

Court: Middle District of Florida (Ft. Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Richard Johnston, Jr., Esq.
                  Kiesel Hughes & Johnston
                  P.O. Drawer 1000
                  Fort Myers, FL 33902
                  Tel: (239) 337-3900
                  Fax: (239) 337-7968

Total Assets: Unknown

Total Debts:  $6,125,517

A copy of the Debtor's 13 largest unsecured creditors is available
for free at http://bankrupt.com/misc/flmb08-08032.pdf


ROBECO HIGH GRADE: Moody's to Review Ratings for Likely Downgrade
-----------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Robeco High Grade CDO I, Ltd.:

Class Description: $550,000,000 Class A-1 First Priority Senior
Secured Delayed Draw Floating Rate Notes Due 2053

Prior Rating: Aaa, on review for possible downgrade

Current Rating: B1, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $385,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due 2053

Prior Rating: A3, on review for possible downgrade

Current Rating: Ca

Class Description: $55,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes Due 2053

Prior Rating: Ba1, on review for possible downgrade

Current Rating: Ca

Class Description: $64,900,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes Due 2053

Prior Rating: Ba2, on review for possible downgrade

Current Rating: Ca

Class Description: $19,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes Due 2053

Prior Rating: B1, on review for possible downgrade

Current Rating: Ca

Class Description: $9,650,000 Class C Sixth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053

Prior Rating: Caa1, on review for possible downgrade

Current Rating: C

Class Description: $11,000,000 Class D Seventh Priority Mezzanine
Secured Deferrable Floating Rate Notes Due 2053

Prior Rating: Caa2, on review for possible downgrade

Current Rating: C

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


SCIENTIFIC GAMES: S&P Lifts Sub Debt Rating to BB- from B+
----------------------------------------------------------
Standard & Poor's Ratings Services raised its issue-level rating
on Scientific Games Corp.'s existing subordinated debt to 'BB-'
from 'B+'.  The recovery rating on these securities was revised to
'5', indicating that lenders can expect modest (10% to 30%)
recovery in the event of a payment default, from '6'.
     
At the same time, Standard & Poor's assigned its 'BB-' issue-level
rating with a recovery rating of '5' to subsidiary Scientific
Games International Inc.'s proposed $200 million senior
subordinated notes due 2016.
     
Standard & Poor's also affirmed its issue-level rating on
Scientific Games International's proposed $800 million credit
facilities at 'BBB-'.  The recovery rating on these loans remains
at '1', indicating that lenders can expect very high (90% to 100%)
recovery in the event of a payment default.  The proposed credit
facilities consist of a $250 million revolving credit facility and
a $550 million term loan ($50 million less than previously
proposed).
     
In addition, Standard & Poor's affirmed its 'BB' corporate credit
rating on Scientific Games Corp.  The rating outlook is stable.
     
"The revisions of the subordinated debt issue-level and recovery
ratings reflect a net increase in total debt and a decrease in
senior secured debt outstanding from that used in our previous
recovery analysis," explained Standard & Poor's credit analyst Ben
Bubeck.  "As a result, a less significant deterioration in cash
flow would be required to produce a payment default, which also
increases the emergence enterprise value and improves the recovery
prospects for the subordinated debt holders."
     
Despite the fact that Scientific Games will be placing a net of
$150 million more debt than previously proposed, S&P's affirmation
of the 'BB' corporate credit rating reflects Scientific Games'
solid credit metrics for the rating.  As indicated in our May 13,
2008 research update, these metrics allowed for moderate capacity
to continue to invest in the business and/or pursue additional
acquisition opportunities.  Furthermore, S&P view the additional
liquidity as a positive rating factor given the company's recent
success in winning new contracts and the associated capital
spending needs as these contracts are ramped up.  Still, following
the proposed debt issuances, capacity for additional debt is
limited at the current rating and outlook.
     
Proceeds from the proposed $550 million term loan and $200 million
senior subordinated notes will be used to refinance the existing
credit facilities and are expected to add in excess of
$110 million of cash to the balance sheet.  The proposed
$250 million revolving credit facility will be undrawn at close,
although availability will be about $210 million, net of existing
letters of credit.  The proposed bank facility is due five years
from the close of the transaction, subject to certain requirements
addressing the refinancing of and a holders "put" option for the
existing subordinated debt obligations.  The proposed senior
subordinated notes will be due in 2016.
     
The rating on Scientific Games reflects the highly competitive
market conditions in the lottery and pari-mutuel industries, the
mature nature and capital intensity of the online lottery
industry, and the company's acquisitive growth strategy.  Still,
Scientific Games maintains a leadership position in the instant
ticket lottery and pari-mutuel gaming industries, which fuels
substantial recurring revenue and a stable cash flow base given
long-term contracts.  The company also has consistently
demonstrated credit metrics appropriate for the rating.


SHAPES/ARCH HOLDINGS: Court Approves Cozen O'Connor as Counsel
--------------------------------------------------------------
Shapes/Arch Holdings LLC and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Cozen O'Connor as their counsel.

Cozen O'Connor will:

     a) advise the Debtors with respect to their powers and duties
        as debtors-in-possession;

     b) prepare applications, motions, pleadings, briefs,
        memoranda and other documents and reports as may be
        required;

     c) represent the Debtors in Court;

     d) represent the Debtors in its dealings with creditors;

     e) represent the Debtors in negotiating, drafting, confirming
        and consummating a plan of reorganization;

     f) perform such other services as may be necessary or
        appropriate.

The firm's professionals will be paid at these rates:

     Professionals                        Hourly Rate
     -------------                        -----------
     Arthur J. Abramowitz - Member           $580
     Mark E. Felger - Member                 $525
     Jerrold N. Poslusny, Jr. - Member       $357
     Debbie Reyes - Paralegal                $195
     Maryann Millis - Paralegal              $185

The Debtor has paid the firm a $180,227.67 retainer.

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors and their estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

The firm can be reached at:

     Cozen O'Connor
     457 Haddonfield Road
     Cherry Hill, NJ 08002
     Tel: (856) 910-5000
     Fax: (856) 910-5075
     http://www.cozen.com/

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 HOLDINGS: Hires Phoenix Mng't as Restructuring Advisor
------------------------------------------------------------------
Shapes/Arch Holdings LLC and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of New
Jersey to employ Phoenix Management Services, Inc. as their
restructuring advisor.

Phoenix Management will:

     a) provide assistance to the Debtors and their bankruptcy
        counsel in supplementing or amending the Chapter 11
Plan         
        of Reorganization, the Disclosure Statement, and Schedules
        and Statements of Financial Affairs and provide other
        information in support thereof;

     b) maintain, roll forward and compare actual to projected
        results for the DIP Model and assist with the day-to-day
        calculation, management and reporting of the company's
        cash requirements, over-advance position and availability
        during the bankruptcy;

     c) prepare a "Liquidation Analysis" to support the Plan of
        Disclosure Statement;

     d) assist or participate in the preparation of the
        "Feasibility Study" (financial projections) in conjunction
        with the Plan and Disclosure Statement;

     e) prepare for and provide testimony at any Chapter 11
        hearings related to post-petition financing as requested
        by the Debtors;

     f) assist with the preparation of analysis and financial
        reporting required by the U.S. Bankruptcy Court, the
        Office of the U.S. Trustee, and, to the extent directed by
        the company, requests made by the Debtors' post-petition
        lenders and the official unsecured creditors committee,
        including, Monthly Operating Reports, Schedules and SOFAs
        and exhibits to first day pleadings in particular;

     g) assist with the review of motions and analysis prepared by
        the Creditors Committee and other parties of interest.

     h) assist the Debtors in preparing for and making
        presentations at meetings with representatives of its
        secured and unsecured creditors;

     i) work with the Debtors' bankruptcy counsel to provide
        evidentiary support for and testimony in support of
        motions and other court matters;

     j) provide testimony in any Chapter 11 proceeding as needed;

     k) do other other duties as mutually agreed.

The firm will bill the Debtors at these rates:

     Designation              Hourly Rates
     -----------              ------------
     Managing Directors       $365 - $425
     Directors                $275 - $335
     Vice Presidents          $195 - $265
     Senior Associates        $205 - $245
     Associates               $150 - $195

Phoenix Management has received a $125,000 retainer from the
Debtors.

To the best of the Debtors' knowledge, the firm holds no interest
adverse to their estates and is "disinterested" as that term is
defined in Section 101(14) of the Bankruptcy Code.

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 HOLDINGS: Can Hire Steven & Lee as Conflicts Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey granted  
authority to Shapes/Arch Holdings LLC and its debtor-affiliates to
employ Steven & Lee, P.C. as their special labor and conflicts
counsel.

Steven & Lee is expected to:

     a) assist the Debtors with employee grievances;

     b) negotiate with the Debtors' unions;

     c) advise the Debtors as to the interplay of the provisions
        of the Bankruptcy Code and the Debtors' collective
        bargaining agreements;

     d) assist the Debtors with claims asserted by employees;

     e) assist the Debtors with labor and employment issues raised  
        in connection with any sale of assets or the plan of
        reorganization;

     f) advise the Debtors in connection with any matters
        involving Textron Financial Corporation and Hess
        Corporation and in connection with any other matters in
        which the Debtors' bankruptcy counsel, Cozen O'Connor, has
        a conflict involving one or more of the Debtors'
        creditors, provided S&L does not also have a conflict; and

     g) perform such other services as may be necessary or
        appropriate provided such other services fall within the
        general scope of the limited engagement described above.

The firm's specific professionals has these billing rates:

     Professionals                Hourly Rates
     -------------                ------------
     Paul Lewis                      $500
     Frank Sabatino                  $490
     Robert Lapowsky                 $480
     Jocelyn Keynes                  $430
     Jo Bennet                       $395
     John Kilgannon                  $360

Steven & Lee has received from the Debtors a retainer of $50,000
on account of the services which it anticipates to render.

The firm assures the Court that they hold no interest adverse to
the Debtors and their estates and is "disinterested" as that term
is defined in Section 101(14) of the Bankruptcy Code.

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 HOLDINGS: Get Court's OK to Hire Epiq as Claims Agent
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey granted  
authority to Shape/Arch Holdings LLC and its debtor-affiliates to
employ Epiq Bankruptcy Solutions, LLC as their official noticing,
claims or solicitation and balloting agent.

Epiq is expected to:

     a) prepare and serve:

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

        -- notice of the claims bar date;

        -- notices of objections to claims;

        -- such other miscellaneous notices as the Debtors or
           Court may deem necessary or appropriate for an orderly
           administration of these Chapter 11 cases.

     b) within five business days after the service of a
        particular notice, files with the Clerk's Office a
        certificate or affidavit of service that includes (i) a
        copy of the notice served, (ii) an alphabetical list of
        persons on whom the notice was served, along with their
        addresses, and (iii) the date and manner of service;

     c) maintain copies of all proofs of claims and proofs of
        interest filed in these cases;

     d) maintain official claims registers in these cases by
        docketing all proofs of claim and proofs of interest in a
        claims database that includes the following information
        for each such claim or interest asserted:

        -- the name and address of the claimant or interest holder
           and any agent thereof, if the proof of claim or proof
           of interest was filed by an agent;

        -- the date the proof of claim or proof of interest was
           received by Epiq or the Court;

        -- the claim number assigned as to the proof of claim or
           proof of interest; and

        -- the asserted amount and classification of the claim;

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

     f) transmit to the Clerk's Office a copy of the claims
        register on a weekly basis, unless requested by the
        Clerk's Office on a more or less frequent basis;

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

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

     i) record all transfers of claims pursuant to Bankruptcy Rule
        3001(e) and, if directed to do so by the Court, provide
        notice of such transfers as required by Bankruptcy Rule        
        3001(e);

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

     k) provide temporary employees to process claims as
        necessary;

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

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

     n) assist the Debtors, at their request, with, among other
        things, (i) the reconciliation and resolution of claims;
        (ii) the preparation, mailing and tabulation of certain
        creditors for the purpose of voting to accept or reject
        the plan of reorganization; and (iii) all other matters
        for which the Debtors request assistance.

The documents submitted to the Court did not disclose the firm's
billing rate.  However, the firm has requested and received a
$25,000 retainer from the Debtors.

To the best of the Debtors' knowledge, the firm holds no interest
adverse to the Debtors and their estates and is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

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.


SHERWOOD II: Moody's to Review Ratings for Likely Downgrade
-----------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Sherwood II CDO:

Class Description: $322,500,000 Class A-1 Senior Secured Floating
Rate Notes due 2045

Prior Rating: Aaa

Current Rating: Ba1, on review for possible downgrade

Class Description: $ 77,500,000 Class A-2 Senior Secured Floating
Rate Notes due 2045

Prior Rating: Aaa

Current Rating: B1, on review for possible downgrade

Class Description: $ 45,000,000 Class B Senior Secured Floating
Rate Notes due 2045

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Class Description: $ 7,000,000 Class 1 Combination Notes due 2045

Prior Rating: Aa2

Current Rating: B1 on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $ 10,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2045

Prior Rating: A2

Current Rating: Ca

Class Description: $ 21,000,000 Class D Secured Deferrable
Floating Rate Notes due 2045

Prior Rating: Baa2

Current Rating: Ca

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


SILICON MOUNTAIN: Hein & Associates Expresses Going Concern Doubt
-----------------------------------------------------------------
Hein & Associates LLP raised substantial doubt on the ability of
Silicon Mountain 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 company's recurring
losses from operations.

The company has incurred net losses for the years ended Dec, 31,
2007, and 2006, has a working capital deficit of about $1,236,000
as of Dec. 31, 2007.

The company posted a net loss of $2,909,474 on net sales of
$27,431,600 for the year ended Dec. 31, 2007, as compared with a
net loss of $651,095 on net sales of $21,791,433 in the prior
year.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$6,969,190 in total assets and $8,952,552 in total liabilities,
resulting in $1,983,362 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $2,919,026 in total current assets
available to pay $4,155,781 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?2ce9

                      About Silicon Mountain

Silicon Mountain Holdings, Inc. (SLCM.OB)  --
www.slcmholdings.com/ -- through its subsidiary, Silicon Mountain
Memory, Incorporated, develops, assembles, and markets branded
computer products.  Its product portfolio comprises flash and DRAM
based memory solutions used by enterprise buyers and consumers;
and computer systems, computer memory solutions, and peripherals
used by large enterprise buyers, as well as small and medium
businesses and consumers.  The company is based in Boulder,
Colorado.


SOLSTICE ABS: Moody's Cuts Notes Ratings, to Undertake Review
-------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Solstice ABS III, Ltd.:

Class Description: $47,500,000 Class B Senior Secured Floating
Rate Notes due 2039

Prior Rating: Aa2

Current Rating: A1, on review for possible downgrade

Class Description: $8,000,000 Pass-Through Notes due 2039

Prior Rating: Baa2

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $19,000,000 Class C-1 Mezzanine Floating Rate
Notes due 2039

Prior Rating: Baa2

Current Rating: Ca

Class Description: $5,000,000 Class C-2 Mezzanine Fixed Rate Notes
due 2039

Prior Rating: Baa2

Current Rating: Ca

Class Description: 24,000 Preference shares($1,000,000 aggregate
liquidation preference)

Prior Rating: Ba3

Current Rating: Ca

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


SOTER 2007-CRN2: Moody's to Review Ba1 Rating on $100MM Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade these note issued by Soter 2007-CRN2, Ltd.:

Class Description: $100,000,000 A1 Variable Notes Due 2047

Prior Rating: Aaa, on review for possible downgrade

Current Rating: Ba1, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


SOUTH WIN: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: South Win, Inc.
        649 Soth FM 1138
        Nevada, Texas 75173

Bankruptcy Case No.: 08-41279

Chapter 11 Petition Date: May 20, 2008

Court: Eastern District of Texas (Sherman)

Judge: Brenda T. Rhoades

Debtors' Counsel: Eric A. Liepins, Esq.
                   (eric@ealpc.com)
                  12770 Coit Road, Suite 1100
                  Dallas, Texas 75251
                  Tel: (972) 991-5591

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/texeb08-41279.pdf


SOUTHPOINTE EXPANSION: Voluntary Chapter 11 Petition
----------------------------------------------------
Debtor: Southpointe Expansion, L.P.
        P.O. Box 100697
        Fort Worth, TX 76185

Bankruptcy Case No.: 08-42534

Chapter 11 Petition Date: June 2, 2008

Court: Northern District of Texas (Ft. Worth)

Judge: D. Michael Lynn

Debtor's Counsel: Christopher J. Moser, Esq.
                  Quilling Selander Cummiskey & Lownds
                  2001 Bryan Street Suite 1800
                  Dallas, TX 75201-4240
                  Phone: (214) 871-2100
                  Fax: (214) 871-2111
                  E-mail: cmoser@qsclpc.com

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

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

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


SOUTHWINDS MFG: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Southwinds Mfg. Homes, L.L.C.
        4800 College Blvd.
        Overland Park, Kansas 66211

Bankruptcy Case No.: 08-21064

Chapter 11 Petition Date: May 8, 2008

Court: District of Kansas (Kansas City)

Judge: Dale L. Somers

Debtors' Counsel: Joanne B. Stutz, Esq.
                   (jbs@evans-mullinix.com)
                  Evans & Mullinix PA
                  7225 Renner Road, Suite 200
                  Shawnee, Kansas 66217
                  Tel: (913) 962-8700

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/kansb08-21064.pdf


SPECTRUM BRANDS: C. Brizius and S. Schoen Resign from Board
-----------------------------------------------------------
Charles A. Brizius and Scott A. Schoen each resigned from the
Board of Directors of Spectrum Brands, Inc., effective May 28,
2008.

On May 30, 2008, the Board of Directors of Spectrum Brands held a
special meeting and reduced the size of the Board of Directors
from eight directors to six directors.

Headquartered in Atlanta, Georgia, Spectrum Brands Inc. (NYSE:
SPC) -- http://www.spectrumbrands.com/-- is a supplier of      
consumer batteries, lawn and garden care products, specialty pet
supplies, shaving and grooming products, household insect control
products, personal care products and portable lighting.

                       *     *     *

As disclosed in the Troubled Company Reporter on May 26, 2008,
Moody's Investors Service placed the Caa1 corporate family rating
and Caa1 probability of default rating of Spectrum Brands under
review following the announcement that Spectrum has entered into a
definitive agreement to sell its Global Pet business to Applica
Pet Products, a subsidiary of Salton, Inc., for over $900 million.

As reported in the TCR on May 23, 2008, following the announcement
that Spectrum Brands has signed a definitive agreement with
Salton, Inc. for the sale of its Global Pet Business for
approximately $692.5 million in cash and an aggregate principal
amount of Spectrum's subordinated debt securities equal to
$222.5 million, Fitch affirms Spectrum Brands, Inc. ratings as
Issuer Default Rating at 'CCC'; $1 billion term loan B at 'B/RR1';
$225 million ABL at 'B/RR1'; EUR350 million term loan at 'B/RR1';
$700 million 7.4% senior sub note at 'CCC-/RR5'; $2.9 million 8.5%
senior sub note at 'CCC-/RR5'; and $347 million 11.25% variable
rate toggle senior sub note at 'CCC-/RR5'.  The Rating Outlook is
Negative.

Standard & Poor's Ratings Services placed its ratings on Atlanta-
based Spectrum Brands Inc., including the 'CCC+' long-term
corporate credit rating, on CreditWatch with positive
implications.  The CreditWatch status indicates that S&P could
either raise or affirm the ratings following the completion of its
review.  Approximately $2.6 billion of debt was outstanding as of
March 30, 2008.


SPRINGDALE CDO: Moody's Cuts Ratings on Five Classes of Notes
-------------------------------------------------------------
Moody's Investors Service has downgraded these notes issued by
Springdale CDO 2006-1 Ltd.:

Class Description: $80,000,000 Class A-2 Senior Secured Floating
Rate Notes Due March 2051

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

Class Description: $60,000,000 Class B Senior Secured Floating
Rate Notes Due March 2051

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

Class Description: $26,300,000 Class C Secured Floating Rate
Deferrable Interest Notes Due March 2051

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

Class Description: $25,000,000 Class D Secured Floating Rate
Deferrable Interest Notes Due March 2051

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

Class Description: $10,000,000 Class E Secured Floating Rate
Deferrable Interest Notes Due March 2051

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

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


STOCKTON CDO: Moody's Downgrades Ratings of Several Note Classes
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of eight classes
of notes issued by Stockton CDO Ltd., and left on review for
possible further downgrade ratings of two of these classes of
notes as:

Class Description: $495,000,000 Class A-1 Variable Funding Senior
Secured Floating Rate Notes Due 2052

Prior Rating: Baa3 on review for possible downgrade

Current Rating: B1, on review for possible downgrade

Class Description: $90,000,000 Class A-2 Senior Secured Floating
Rate Notes Due 2052

Prior Rating: B3, on review for possible downgrade

Current Rating: Caa3, on review for possible downgrade

Class Description: $54,000,000 Class A-3 Senior Secured Floating
Rate Notes Due 2052

Prior Rating: Caa3, on review for possible downgrade

Current Rating: Ca

Class Description: $67,500,000 Class C Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

Prior Rating: Ca

Current Rating: C

Class Description: $18,000,000 Class D-1 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

Prior Rating: Ca

Current Rating: C

Class Description: $15,000,000 Class D-2 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

Prior Rating: Ca

Current Rating: C

Class Description: $25,500,000 Class D-3 Mezzanine Secured
Deferrable Interest Floating Rate Notes Due 2052

Prior Rating: Ca

Current Rating: C

Class Description: $9,000,000 Class E Mezzanine Secured Deferrable
Interest Floating Rate Notes Due 2052

Prior Rating: Ca

Current Rating: C

Stockton CDO Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities. On
February 20, 2008 the transaction experienced an event of default
caused by a failure of the Senior Credit Test to be greater than
or equal to the required amount set forth in Section 5.1(h) of the
Indenture dated July 19, 2007. That event of default is
continuing. Also, Moody's has received notice from the Trustee
that it has been directed by a majority of the controlling class
to declare the principal of and accrued and unpaid interest on the
Notes to be immediately due and payable.

The rating actions taken today reflect continuing deterioration in
the credit quality of the underlying portfolio and the increased
expected loss associated with the transaction. Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral. The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class. Because of this uncertainty, the ratings of the Class A-1
and A-2 Notes issued by Stockton CDO Ltd. are on review for
possible further action.


SUNRISE CDO: Moody's Cuts Ratings on Two Classes of Notes
---------------------------------------------------------
Moody's Investors Service has downgraded and placed on review for
possible further downgrade the ratings on these notes issued by
Sunrise CDO I, Ltd.

Class Description: $222,600,000 Class A Notes Due 2022

  -- Prior Rating: A3
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $45,100,000 Class B Notes Due 2037

  -- Prior Rating: B2
  -- Current Rating: Caa1, on review for possible downgrade

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



TABS 2004-1: Moody's Cuts A3 Rating on $3MM Notes to Ca
-------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
TABS 2004-1, Ltd:

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes Due November 2041

Prior Rating: Aaa

Current Rating: Baa2, on review for possible downgrade

Class Description: $25,000,000 Class B Third Priority Mezzanine
Secured Floating Rate Notes Due November 2041

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $3,000,000 Class C Fourth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due November 2041

Prior Rating: A3

Current Rating: Ca

Class Description: $5,250,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes Due November 2041

Prior Rating: Baa2

Current Rating: Ca

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


TAHOMA CDO: Moody's Cuts Ratings on Five Classes of Notes
---------------------------------------------------------
Moody's Investors Service has downgraded ratings of five classes
of notes issued by Tahoma CDO III, Ltd. The notes affected by the
rating action are:

Class Description: $192,500,000 Class A-1 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $97,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $14,500,000 Class B Senior Secured Floating
Rate Notes due 2047

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

Class Description: $14,500,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2047

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

Class Description: $13,000,000 Class D Senior Secured Deferrable
Floating Rate Notes due 2047

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

Tahoma CDO III, Ltd. is a collateralized debt obligation backed by
a portfolio of CDO securities.  On Feb. 25, 2008 the transaction
experienced an event of default caused by a failure of the Class
A-2 Overcollateralization Ratio to be greater than or equal to the
required amount set forth in Section 5.1(g) of the Indenture dated
April 18, 2007; that event of default is continuing.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.


TAHOMA CDO: Moody's Cuts Ratings on Six Classes of Notes
--------------------------------------------------------
Moody's Investors Service has downgraded the rating on these notes
issue by Tahoma CDO II , Ltd.

Class Description: $300,000,000 Class A-1 Senior Secured Floating
Rate Notes due 2047

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

Class Description: $120,000,000 Class A-2 Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $25,500,000 Class B Senior Secured Floating
Rate Notes due 2047

  -- Prior Rating: B1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $23,000,000 Class C Senior Secured Deferrable
Floating Rate Notes due 2047

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

Class Description: $11,500,000 Class D Senior Secured Deferrable
Floating Rate Notes due 2047

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

Class Description: $5,000,000 Class E Senior Secured Deferrable
Floating Rate Notes due 2047

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

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


TEKNI-PLEX INC: Consummates Terms of Restructuring Agreement
------------------------------------------------------------
Tekni-Plex, Inc. consummated a restructuring on the terms and
conditions contemplated by a Restructuring Agreement on May 30,
2008.

As reported in the Troubled Company Reporter on April 15, 2008,
Tekni-Plex entered into a restructuring agreement with:

    (i) entities that have represented that they hold more than
        91% of the company's 12.75% Senior Subordinated Notes
        Due 2010 and more than 67% of the company's 8.75% Senior
        Secured Notes due 2013,

   (ii) holders of a majority of the company's preferred stock,

  (iii) holders of 100% of its common stock, and

   (iv) Dr. F. Patrick Smith, Chairman, Chief Executive Officer
        and President of Tekni-Plex.

The agreement memorializes the restructuring terms that were
agreed to in principle by certain stakeholders on March 27, 2008.

Approximately 96.3% of the company's outstanding 12.75% Senior
Subordinated Notes due 2010 have been exchanged for common stock
of the company, 100% of the common stock of the company
outstanding prior to the consummation of the Restructuring has
been purchased by the company for $250,000, and 100% of the shares
of the company's Series A Preferred Stock have been exchanged for
warrant securities.

Based in Coppell, Texas, Tekni-Plex Inc. -- http://www.tekni-
plex.com/ -- manufactures packaging, packaging products and
materials as well as tubing products.  The company primarily
serves the food, healthcare and consumer markets.  It has built
leadership positions in its core markets, and focuses on
vertically integrated production of highly specialized products.
Tekni-Plex has operations in the United States, Europe, China,
Argentina and Canada.

As reported in the Troubled Company Reporter on Feb. 22, 2008,
Tekni-Plex Inc.'s consolidated balance sheet at Dec. 28, 2007,
showed $605.7 million in total assets and $1.01 billion in total
liabilities, resulting in a $403.4 million total stockholders'
deficit.

                           *    *    *

As reported in the Troubled Company Reporter on Dec. 27, 2007,
Moody's Investors Service downgraded the Corporate Family Ratings
of Tekni-Plex Inc. to Caa3 from Caa1.


TENET HEALTHCARE: Selling Three Hospitals to Prime Healthcare
-------------------------------------------------------------
Tenet Healthcare Corporation has sold the 151-bed Encino Campus of
Encino-Tarzana Regional Medical Center to Prime Healthcare
Services.  Prime Healthcare will operate the hospital as Encino
Hospital Medical Center.

Prime Healthcare also has entered into a definitive agreement to
acquire two additional Tenet hospitals in California -- 167-bed
Garden Grove Hospital Medical Center and 64-bed San Dimas
Community Hospital.  

The Garden Grove and San Dimas transactions are subject to
customary regulatory approval and are expected to be completed in
approximately 30 days.

"We are pleased that Tenet selected Prime Healthcare to acquire
these three underperforming hospitals in California," Prem Reddy,
MD, FACC, FCCP, Prime Healthcare's chairman of the board, said.
"Prime Healthcare is poised to acquire more financially distressed
and underperforming hospitals in the near future."

Prime Healthcare will continue to operate all three hospitals as
acute care facilities with open emergency departments and will
offer employment to substantially all current employees in good
standing.  

The Encino hospital lost more than $10 million in fiscal year 2007
according to publicly available data with OSHPD. Garden Grove and
San Dimas hospitals' financial performance was marginal.

                      About Prime Healthcare

Prime Healthcare Services -- http://www.primehealthcare.com/-- is  
a hospital management company in Southern California with a
mission to provide comprehensive quality healthcare.  With over
6,000 employees, Prime Healthcare owns and operates nine acute
care facilities with over 1600 beds.

               About Tenet Healthcare Corporation

Headquartered in Dallas, Texas, Tenet Healthcare Corporation  --
http://www.tenethealth.com-- through its subsidiaries, owns and   
operates acute care hospitals and related ancillary health care
businesses, which include ambulatory surgery centers and
diagnostic imaging centers.  Tenet is committed to providing high
quality care to patients in the communities we serve.

                        *     *    *

Moody's Invetors Service placed Tenet Healthcare Corporation's
senior unsecured debt rating at 'Caa1' in September 2006.  The
rating still hold to date with a stable outlook.


THORNBURG MORTGAGE: Price Infraction Cues NYSE to Delist Stocks
---------------------------------------------------------------
Thornburg Mortgage Inc. received a letter from the NYSE stating
that the company is not in compliance with the NYSE's continued
listing criteria under Section 802.01C of the NYSE Listed company
Manual because the average closing price of the company's common
stock has been less than $1 for 30 consecutive trading days.

To cure this deficiency, the company's common stock must regain a
$1 share price and a $1 average share price over 30 consecutive
trading days.  

If the company has not cured the deficiency within six months, the
common stock will be subject to suspension and delisting
procedures.

The company intends to cure this deficiency by implementing a
reverse stock split, and has notified the NYSE of its intent.
Shareholder approval of the reverse stock split is not required.
Specific information regarding the timing and details of the
reverse stock split will be released at a later date.

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family       
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


THORNBURG MORTGAGE: To Finish Analyses Before Filing 10-Q Report
----------------------------------------------------------------
Thornburg Mortgage Inc. has rescheduled the release of its
earnings and the filing of its Quarterly Report on Form 10-Q to
June 12, 2008, from June 2, 2008.  The company stated that it
needs additional time to file its financial reports.  

In order to finalize its Form 10-Q, the company must, among other
things, complete its valuation analysis and the accounting for the
March 31, 2008, Senior Subordinated Secured Note transaction,
which requires a comprehensive probability weighted valuation
assessment of the notes, the various categories of warrants and
the Principal Participation Agreement that were issued.

The valuation analysis will determine the original issue discount
on the Senior Subordinated Notes and will have implications for
the company's GAAP and tax accounting reports going forward, all
of which are of great importance to the company and its investors.
Accordingly, the company believes that it is in its and its
shareholders' best interests to take the time needed to thoroughly
and comprehensively evaluate and review these matters.

Thornburg Mortgage's delay in filing its Form 10-Q impacts the
timing of several other pending transactions.  Until the Form 10-Q
is filed, the company cannot file:

   1) the prospectus supplements for the registration of resales
      of Senior Subordinated Notes and common stock issued upon
      exercise of warrants; or

   2) the Registration Statement on Form S-4 and related documents
      relating to the exchange offer for the company's preferred
      stock.

In light of these delays, and the likelihood of SEC review and
comment on the exchange offer documents and the significant period
of time that the exchange offer must remain open, the company is
requesting a 90 day extension of the Escrow Agreement relating to
the preferred stock exchange offer to Sept. 30, 2008.

This would permit the $200 million currently held in escrow to be
maintained to fund the exchange offer.  Under the Escrow
Agreement, the company needs each investor's consent to retain its
funds in escrow.  The company has begun the process of obtaining
these consents.

                     About Thornburg Mortgage

Based in Santa Fe, New Mexico, Thornburg Mortgage Inc. (NYSE: TMA)
-- http://www.thornburgmortgage.com/-- is a single-family       
residential mortgage lender focused principally on prime and
super-prime borrowers seeking jumbo and super-jumbo adjustable-
rate mortgages.  It originates, acquires, and retains investments
in adjustable and variable rate mortgage assets.  Its ARM assets
comprise of purchased ARM assets and ARM loans, including
traditional ARM assets and hybrid ARM assets.

At Dec. 31, 2007, the company's consolidated balance sheet showed
$36.5 billion in total assets, $34.5 billion in total liabilities,
and $2.00 billion in total stockholders' equity.

                          *     *     *

As reported in the Troubled Company Reporter on March 10, 2008,
Moody's Investors Service downgraded to Ca from Caa2 the senior
unsecured debt, and to C from Ca the preferred stock ratings of
Thornburg Mortgage, Inc.  Thornburg's Ca unsecured
debt rating remains under review for possible downgrade.  The
downgrades were in response to Thornburg's announcement that
cross-defaults have been triggered under all of the REIT's
repurchase agreements and secured loan agreements.  Reverse
repurchase agreements represent a key source of funding for the
company.

The TCR said on March 10 that Standard & Poor's Ratings Services
lowered its issue ratings on Thornburg Mortgage Inc.'s senior
unsecured debt to 'CC' from 'CCC+' and preferred stock to 'C' from
'CCC-'.  Both issue ratings will remain on CreditWatch negative,
where they were  placed on March 3, 2008.  The counterparty credit
rating remains on selective default.  Given Thornburg's limited
financial resources, S&P believes the risk of default has
increased further.

The TCR also said on March 10 that, given Thornburg Mortgage,
Inc.'s weakening credit profile stemming from defaults under the
company's reverse repurchase agreements, Fitch has downgraded the
Debtors' four ratings -- Issuer Default Rating to 'RD' from 'CCC';
-- Senior unsecured notes to 'C/RR6' from 'CCC-/RR5'; -- Unsecured
subordinate notes to 'C/RR6' from 'CC/RR6'; and -- Preferred stock
to 'C/RR6' from 'CC/RR6'.


TIERRA ALTA: Moody's Junks Rating on $27.9MM Floating Rate Notes
----------------------------------------------------------------
Moody's Investors Service placed on review for possible downgrade
the ratings on these notes issued by Tierra Alta Funding I, Ltd.:

Class Description: $2,125,000,000,000 Class F Notes Due 2046

Prior Rating: Aaa

Current Rating: Aaa, on review for possible downgrade

Moody's also downgraded and left on review for possible further
downgrade the ratings on the following notes:

Class Description: $90,000,000 Class A1 Floating Rate Notes Due
2046

Prior Rating: Aaa

Current Rating: Aa3, on review for possible downgrade

Class Description: $155,000,000 Class A2 Floating Rate Notes Due
2046

Prior Rating: Aaa

Current Rating: Ba1, on review for possible downgrade

Class Description: $47,600,000 Class A3A Floating Rate Notes Due
2046

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Class Description: $2,400,000 Class A3B Floating Rate Notes Due
2046

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Class Description: $6,000,000 Class Q Combination Notes Due 2046

Prior Rating: Aa2

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgrade the following notes:

Class Description: $27,900,000 Class B1A Floating Rate Notes Due
2046

Prior Rating: A3

Current Rating: Ca

Class Description: $2,100,000 Class B1B Floating Rate Notes Due
2046

Prior Rating: A3

Current Rating: Ca

Class Description: $22,000,000 Class C Floating Rate Notes Due
2046

Prior Rating: Baa2

Current Rating: C

According to Moody's, the rating actions reflect increased
deterioration in the credit quality of underlying portfolio which
consists of structure finance securities.


TPF GENERATION: S&P Puts $1.15BB BB- Note Rating Under Pos. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' and 'B-'
issue-level ratings on TPF Generation Holdings LLC's first-lien
$1.15 billion debt and $495 million second-lien debt,
respectively, on CreditWatch positive.
     
The recovery rating on the first-lien debt remains at '1',
indicating S&P's expectation for very high (90%-100%) recovery in
the event of a payment default.  The recovery rating on the
second-lien debt remains at '5' indicating its expectation for
modest (10%-30%) recovery if a payment default occurs.
     
The CreditWatch listing is based on the expected amortization
resulting from sale of the Holland Energy facility to Hoosier
Energy and Wabash Valley Power for $383 million.  TPF Generation's
credit agreement requires a minimum 75% of net sale proceeds be
used to pay down first-lien debt.  Management may use the entire
net proceeds to pay down first-lien debt.  The resulting
$221 million to $294 million range of net proceeds represents 18%
to 24% of consolidated debt outstanding at the end of 2008.
     
"The reduction in debt would improve coverage ratios and reduce
refinancing risk at the 2013 maturity of the first-lien bank
loans," said Standard & Poor's credit analyst Mark Habib.
     
In addition, TPF Generation's facilities in the PJM
Interconnection now benefit from current and expected reliability
pricing model capacity payments, and contracted revenues at its
High Desert and Rio Nogales facilities are expected to be strong
through 2010, and to a lesser extent through 2012.
     
Standard & Poor's expects to resolve the CreditWatch after the
sale's anticipated closing in January 2009.
     
Holland Energy is a merchant facility located in Beecher City,
Illinois, selling power into MISO.  It represents 21% of TPF's
portfolio nominal capacity, and an estimated 9% of EBITDA in the
2008 forecast (this estimate excludes potential 2008 revenue from
a prepayment for 2009 capacity).
     
Compared with the original base case debt/kilowatt at maturity of
$218/kW, the asset sale leads to a base case debt/kW range of
$154-$115/kW.  Under Standard & Poor's stress scenario, debt/kW at
maturity was $334.  Using the same stress, the asset sale would
yield a stress case debt/kW range of $197-$158/kW.
     
The issue-level ratings reflect these risks:
Cash flow generation potential is concentrated at the High Desert
and Rio Nogales facilities.  The other plants combined generate
only 30% of cash flow through 2013.  The hedges that TPF
Generation has entered into do not leave a large cushion for
capacity shortfalls or unit heat rates above expectations,
creating a risk that the project could be slightly short energy or
earn a negative fuel margin on dispatch, which would result in
slightly overstated contracted margin.
     
Offsetting the above risks are the following strengths:
The power purchase agreement with the California Dept. of Water
Resources, the energy call option and gas hedges with J. Aron &
Co, and the energy call option with Lehman Brothers Commodity
Services provide strong contractual cash flows that cover
projected fixed operating costs and debt service through
2010.  Relatively new equipment with good operating histories and
experienced operators offset operating risk.

The Six-month debt service reserve account provides liquidity for
debt service in case of market volatility or extended outages.  
The 100% cash sweep allows creditworthiness to benefit from
improving markets and seasonally-strong demand in any given year.  
The benefits of the sweep are partially mitigated by an annual
$6 million management fee that comes after mandatory debt service
but before principal prepayment from excess cash flow, effectively
reducing the cash sweep to 80%-90% under Standard & Poor's gas
stress and to about 90%-95% in the management base case.  The
portfolio has both combined-cycle gas turbines and simple-cycle
combustion turbines in four different markets and earns diverse
revenue streams.  This is partially offset by the project's
disproportionate reliance on cash flows from the High Desert
facility located in southern California.


TRAINER WORTHAM: Moody's to Review Ba1 Rating on $11MM Notes
------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible downgrade the ratings on these notes issued by TRAINER
WORTHAM FIRST REPUBLIC CBO V LTD.:

Class Description: $11,000,000 Class D Mezzanine Secured Floating
Rate Notes Due 2040-1

Prior Rating: Baa2

Current Rating: Ba1, on review for possible downgrade

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


TRANSMERIDIAN EXPLORATION: Gets AMEX Listing Noncompliance Notice
-----------------------------------------------------------------
Transmeridian Exploration Inc. received notice from the American
Stock Exchange indicating that the Company is not in compliance
with certain of the AMEX's continued listing standards.  
Specifically, the AMEX has notified the company that it is not in
compliance with Section 1003(a)(iv) of the AMEX Company Guide in
that it has sustained losses which are so substantial in relation
to its overall operations or its existing financial resources, or
its financial condition has become so impaired that it appears
questionable, in the opinion of the AMEX, as to whether such
company will be able to continue operations and/or meet its
obligations as they mature.  This notice was based on a review by
the AMEX of the company's Form 10-Q for the quarter ended March
31, 2008. The company has therefore become subject to the
procedures and requirements of Section 1009 of the Company Guide.

In order for the company to maintain its AMEX listing, the company
must submit a plan by June 5, 2008 advising the AMEX staff how the
Company intends to regain compliance with Section 1003(a)(iv) of
the Company Guide by Aug. 20, 2008.  The company has already
informed the AMEX staff that it intends to make a timely
submission to the AMEX in which it will outline the timeframe
within which the company intends to cure the listing deficiency
and to regain its compliance with the AMEX continued listing
requirements.  If the plan is accepted, the company may be able to
continue its listing during the plan period, during which time the
company will be subject to periodic reviews to determine whether
it is making progress consistent with the plan.

If the company fails to submit such a plan or if the plan is not
accepted, the company will be subject to delisting proceedings. If
the AMEX accepts the company's plan but the company is not in
compliance with all of the continued listing standards of the
Company Guide by Aug. 20, 2008, or if the company does not make
progress consistent with the plan during the plan period, the AMEX
staff will initiate delisting proceedings as appropriate.  There
can be no assurance that the AMEX staff will accept the company's
plan of compliance or that, even if such plan is accepted, the
Company will be able to implement the plan within the prescribed
timeframe.  The company may appeal a staff determination to
initiate delisting proceedings.

                 About Transmeridian Exploration

Based in Houston, Transmeridian Exploration Inc. (AMEX: TMY) --
http://www.tmei.com/ -- is an independent energy company   
established to acquire and develop oil reserves in the Caspian Sea
region of the former Soviet Union.  The company's primary oil and
gas property is the South Alibek Field in the Republic of
Kazakhstan covered by License 1557 and the related exploration and
production contracts with the government of Kazakhstan.

Transmeridian Exploration's consolidated balance sheet at March
31, 2008, showed $402.2 million in total assets, $341.2 million in
total liabilities, and $92.5 million in redeemable convertible
preferred stock, resulting in a $31.5 million total stockholders'
deficit.


                      Going Concern Doubt

UHY LLP in Houston raised substantial doubt on Transmeridian's
ability to continue as a going concern after auditing the
company's consolidated financial statements for the years ended
Dec. 31, 2007, and 2006.  The auditing firm pointed to the
company's negative working capital, stockholders' deficit, and
operating losses since its inception.

The company had a net working capital deficit of approximately
$56.2 million and a stockholders' deficit of approximately
$31.5 million at March 31, 2008.  Approximately 89.0% of the
company's accounts payable at March 31, 2008, have been
outstanding more than 120 days.


TROPICANA ENT: Chapter 11 Filing Slows $190MM Sale of Casino Aztar
-----------------------------------------------------------------
Ernest Yelton, executive director of the Indiana Gaming  
Commission, told Evansville Courier & Press that the May 2008
bankruptcy filing of Tropicana Entertainment LLC could delay the
sale of Casino Aztar Evansville as the transaction could be
subjected to bankruptcy court approval.

Tropicana related in late March 2008 that it was selling its
subsidiary Casino Aztar to Eldorado Resorts LLC for $190 million
in cash, a $30 million note, and an "earn-out" payment of up to
$25 million payable if the purchaser achieves specified financial
performance benchmarks.

Eldorado Resorts remained interested in acquiring Casino Aztar,  
Evansville Courier & Press reports.  Eldorado is a private
company with casino properties in Reno, Nevada, among other
locations.  

The Indiana Commission will consider the transfer of Casino
Aztar's gaming license to Eldorado Resort in a hearing to be held
on Aug. 28, 2008, the newspaper relates.  Mr. Yelton noted that
a standard background check on Eldorado Resorts once it applies
for a gaming license will take at least three months.

Robert Dingman, the trustee appointed by the Commission to run
Casino Aztar on an interim basis, will continue operating the
casino pending the consummation of any sale, according to
Evansville Courier & Press.

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


TROPICANA ENT: Court OKs Noteholders' Pre-Trial Scheduling Order
----------------------------------------------------------------
Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District
of Delaware has approved the pre-trial scheduling order in
accordance a request by the company's noteholders for the
appointment of a Chapter 11 trustee in the Tropicana Entertainment
LLC and its debtor-affiliates' Chapter 11 cases.

As reported in the Troubled Company Reporter on May 9, 2008, the
ad hoc consortium of holders of 9-5/8% Senior Subordinated Notes
due 2014 issued by Tropicana Entertainment LLC, and Tropicana
Finance Corp. asked the Court to appoint a trustee.

The pre-trial scheduling included:

   May 19 to 30, 2008  Parties, including Columbia Sussex
                       Corporation and William Yung, will
                       produce documents to outstanding document
                       requests or subpoenas on a rolling basis.
                       Production of documents will be subject
                       to parties' written responses and
                       objections to outstanding requests, which
                       will be received by May 28, 2008.

        June 2, 2008   Parties may commence fact witness
                       depositions.  Two days, not
                       to exceed six hours per day, will be
                       allowed for the deposition of Mr. Yung.

        June 6, 2008   Deadline for the Debtors and any other
                       party-in-interest to file opposition to
                       the Trustee Motion.

       June 18, 2008   Deadline for submission of expert reports
                       and preliminary expert disclosures, if
                       any.

       June 19, 2008   Deadline for Noteholders to provide
                       Debtors and other parties with proposed
                       draft Joint Pretrial Memorandum.

June 20 and 23, 2008   Expert depositions, if any.

       June 25, 2008   Deadline for parties-in-interest in the
                       contested matter to file trial briefs.

       June 26, 2008   Deadline for submission of motions in
                       limine, if any.  

                       Parties to submit final Joint Pretrial
                       Memorandum.

                       Parties to complete fact witness
                       depositions.

    July 1 to 3, 2008  Trial Commencement

                  Debtors to Depose Robert McDevitt

The Debtors informed the Court that they have served a subpoena
on C. Robert McDevitt for his deposition to be conducted on
June 12, 2008, at 9:00 a.m., at the offices of Richards, Layton &
Finger, P.A., at One Rodney Square, 920 N. King Street, in
Wilmington, Delaware.

Mr. McDevitt is the president of UNITE-HERE Local 54, a workers
union.

Mr. McDevitt is also requested to produce certain documents,
including:

   -- all documents concerning any allegations contained in the
      Trustee Motion;

   -- all documents concerning any efforts by Mr. McDevitt,
      representatives of Local 54, representatives of Local 165
      or representatives of Local 226 to oppose Adamar of New
      Jersey Inc.'s to secure regulatory approval and licenses
      for its casino operations; and

   -- all documents concerning the December 12, 2007 Opinion and
      Order of the New Jersey Casino Control Commission denying
      the Amended Petitions of Adamar of New Jersey, Inc., of
      its New Jersey casino and casino hotel alcoholic beverages
      licenses.

The deposition will be videotaped and will continue from day to
day until completed.

                About Tropicana Entertainment LLC

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


TROPICANA ENT: Bankruptcy Filing Cues S&P to Withdraw Ratings
-------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Tropicana Entertainment LLC and its unrestricted subsidiary,
Tropicana Las Vegas Resort & Casino LLC.  The withdrawal follows
the company's Chapter 11 filing on May 5, 2008, and S&P's
subsequent lowering of each entity's corporate credit rating to
'D' from 'CCC-' on May 6, 2008.

Ratings List
                              To     From
                              --     ----
Tropicana Entertainment LLC
Corporate Credit Rating      NR     D
Senior Secured               NR     D
   Recovery Rating            NR     1
Subordinated                 NR     D

Tropicana Las Vegas Resort & Casino LLC
Corporate Credit Rating      NR     D
Senior Secured               NR     D
   Recovery Rating            NR     1


UBS AG AMPST 2007-1: Moody's to Review B3 Rating on $20MM Notes
---------------------------------------------------------------
Moody's Investors Service downgraded and placed on review for
possible further downgrade the rating on these notes issued under
the UBS AG Euro Note Programme AMPST 2007-1:

Class Description: $20,000,000 Floating Rate Credit Linked Notes
due 2047

Prior Rating: Aa3

Current Rating: B3, on review for possible downgrade

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


UNBRIDLED ENERGY: Posts C$923,187 Net Loss in 2008 First Quarter
----------------------------------------------------------------
Unbridled Energy Corp. reported a net loss of C$923,187, on
revenue of C$195,872, for the first quarter ended March 31, 2008,
compared with a net loss of C$4,533,319, on revenue of C$135,968,
in the same period in 2007.

During the period ended March 31, 2008, the company recorded net
revenue of C$181,050 from its oil and gas properties, compared
with net revenue of C$131,945 in the same period ended April 30,
2007.

At March 31, 2008, principal operations have not yet commenced and
the Tsuu T'ina property is considered to be in the preproduction
stage.  During the quarter ended April 30, 2007, management of the
company recognized a write-down totalling C$5,184,841 on this oil
and gas property.  There was no such write-down in the first
quarter ended March 31, 2008, as the company had written-down the
remaining value of the property during the fourth quarter of 2007.

As of March 31, 2008, the company had C$411,434 in cash and cash
equivalents and a working capital deficit of C$1,407,792.  The
company executed a Business Loan Agreement and Promissory Note for
US$6.0 million with Huntington National Bank, headquartered in
Columbus, Ohio, on Nov. 16, 2007.  The initial lending base is
US$4.2 million.  Funds from this debt facility will be applied to
the ongoing development of the company's existing reserve base in
the US Appalachian Basin, further development of the company's
project in the Chambers area of the Western Canadian Sedimentary
Basin, and general corporate purposes.  

The loan is secured by the company's reserves in Chautauqua
County, New York.   At March 31, 2008, the company had outstanding
debt of C$3,882,736 on this loan facility, compared to C$3,055,682
at Dec. 31, 2007.

                         Subsequent Event

The company closed a private placement financing on May 8, 2008,
with gross proceeds of over C$7,700,00 to raise capital to
complete the operations on the 16-21 well on the Chambers property
and complete the drilling programs in New York and Ohio, among
other items.  

                          Balance Sheet

At March 31, 2008, the company's consolidated balance sheet showed
C$19,826,538 in total assets, C$6,799,783 in total liabilities,
and C$13,026,755 in total stockholders' equity.

The company's consolidated balance sheet at March 31, 2008, also
showed strained liquidity with C$1,127,139 in total current assets
available to pay C$2,534,931 in total current liabilities.

                       Going Concern Doubt

At March 31, 2008, the company had not yet achieved profitable
operations, has accumulated losses of C$13,090,369 and expects to
incur further losses in the development of its business.  These
factors, the company believes, casts substantial doubt about the
company's ability to continue as a going concern.  

                      About Unbridled Energy

Based in Calgary, Alberta, Canada, Unbridled Energy Corp. (TSX-V:
UNE) -- http://www.unbridledenergy.com/-- is an independent
natural gas evaluation and production company specializing in
shale gas and tight gas sands opportunities in two main basins
within North America; the eastern US Appalachian Basin and the
Western Canadian Sedimentary Basin.


UNI-MARTS LLC: Secures $3,500,000 DIP Loan from SC Capital
----------------------------------------------------------
Uni-Marts, LLC, has secured $3,500,000 in debtor-in-possession
financing from SC Capital Group, LLC.  The DIP agreement, which is
subject to Bankruptcy Court approval, will allow Uni-Marts to
maintain adequate working capital and have access to additional
liquidity throughout its restructuring process.

Uni-Marts believes that it has adequate cash and sufficient
cashflows to continue to pay its post-bankruptcy creditors
according to normal terms.  The company said the DIP loan will
provide an additional back-stop.

The company will operate its stores and service its customers
without interruption during the reorganization.  Uni-Marts is
seeking to continue paying its employees in the normal course and
honoring its prepetition employee obligations.

"The overall condition of the economy, aggressive competition in
the areas in which we operate, increased fuel and other inventory
prices and other matters outside our control have reduced the
Company's cash reserves which prevented us from executing our
business plans and tightened our operating margins," stated Henry
Sahakian, Uni-Marts Founder and Chief Executive Officer, when the
company filed for chapter 11 bankruptcy on May 29, 2008.

Mr.  Sahakian also disclosed that in January 2007, certain dealer
and operators sued the company related to Uni-Marts' sale of
certain stores to the dealers.

"While we do not believe the Company committed any wrong-doing, we
agreed to settle the matter in November 2007 in order to avoid
further litigation costs.  The costs of defending and settling the
litigation substantially reduced our cash reserves," he said.

The Company is currently in litigation with its insurer due to the
insurance company's denial of coverage for this matter.

Mr. Sahakian noted that Uni-Marts has taken back 61 dealer-run
store locations in recent years when those dealers were no longer
able to satisfy their ongoing obligations.  As a result, the
company has dedicated significant time and spent more than
$8,000,000 to restock, renovate, reequip, address prime landlord
obligations and reopen many of those stores.  Despite those
efforts, he said, the stores often have taken months to return to
their prior sales volumes and profitability.

Filing for Chapter 11 provides the company the ability to pursue a
dual path to maximize returns available to its creditors, Mr.
Sahakian explained.  While the company is restructuring its
balance sheet, renegotiating unfavorable leases and other
contracts, and closing underperforming locations, it is also
exploring opportunities to sell the company.

In September 2007, the company hired Matrix Capital Markets Group,
LLC, as its investment banker.  Since that time, several strategic
investors have expressed interest in buying the company's stores.

According to Thomas E. Kelso, Managing Director of Matrix, "There
has been significant interest in Uni-Marts among potential
strategic buyers.  Uni-Marts is well known in the industry as a
solid performer, and the business will fit nicely into other
existing chains.  A bankruptcy sale creates a real opportunity for
the right buyer."

Uni-Marts last week said it will seek Court approval of a stalking
horse bidder to purchase substantially all of the operating
assets.  Uni-Marts also will seek approval of a competitive
bidding and auction process to offer other interested bidders an
opportunity to win the right to purchase the stores and supply
operations.

Uni-Marts will close roughly 45 underperforming company-operated
stores in the short-term.

"The decision to close stores was difficult but very important in
order to maximize the return to creditors through the bankruptcy
process.  Uni-Marts will realize significant cost savings as a
result of the closures.  In many cases, the closed stores are near
a stronger performing Uni-Mart store that will continue. We regret
that there will likely be some instances when we will exit a
particular market," Mr. Sahakian stated.

Once the Company has finalized its list of stores to close, it
will seek to reject the related leases and exit the stores.

"We are optimistic that we will achieve the expected results and
complete the Chapter 11 process soon.  Regardless of whether we
will sell the Company or reorganize and emerge, we are confident
that Uni-Marts will be stronger at the end of this process.  We
have appreciated the tremendous support of our customers,
employees and vendors throughout our history and look forward to
continued good relations during this important phase," Mr.
Sahakian said.

Based in State College, Pennsylvania, Uni-Marts LLC operates a
network of 283 company and dealer-operated convenience stores and
gas stations in Pennsylvania, New York, and Ohio.  The company and
six of its subsidiaries filed voluntary petitions under Chapter 11
of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the
District of Delaware on May 29, 2008 (Case No. 08-11037).  Michael
Gregory Wilson, Esq., at Hunton & Williams, in Richmond, Virginia,
represents the Debtors.

When they filed for bankruptcy, the Debtors disclosed $50,000,001
to $100,000,000 in estimated assets and debts.


UNITY WIRELESS: KPMG LLP Expresses Going Concern Doubt
------------------------------------------------------
KPMG LLP raised substantial doubt about the ability of Unity
Wireless Corporation to continue as a going concern after it
audited the company's financial statements for the year ended
Dec. 31, 2007.  The auditor pointed to the Corporation's recurring
losses from operation.

The company posted a net loss of $27,939,215 on total sales of
$7,022,115 for the year ended Dec. 31, 2007, as compared with a
net loss of $14,834,901 on total sales of $7,343,552 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $6,223,032 in
total assets and $24,722,588 in total liabilities, resulting in
$18,611,556 stockholders' deficit.

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $4,420,123 in total current assets
available to pay $24,474,588 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?2ceb

                       About Unity Wireless

Headquartered in Burnaby, British Columbia, Canada, Unity Wireless
Corp. (OTC BB: UTYW.OB) -- http://unitywireless.com/-- develops  
and manufactures coverage enhancement products for wireless
carriers including tower mounted amplfiers, tower mounted
boosters, In-door & Out-door Repeaters, and Microwave links, as
well as HPAs and integrated RF front ends for large base station
OEMs.


VALAIS RE: A.M. Best Assigns 'bb' Rating on $64MM S. 2008-1 Notes
-----------------------------------------------------------------
A.M. Best Co. has assigned a debt rating of "bb" to the
$64 million Series 2008-1 Class A principal at-risk variable rate
notes and "b" to the $40 million Series 2008-1 Class C principal
at-risk variable rate notes both due June 6, 2011, issued by
Valais Re Ltd., a newly created Cayman Islands exempted special
purpose company licensed as a Class B insurer in the Cayman
Islands.  The outlook for both ratings is stable.

The notes are the first series to be issued under the issuer's
principal-at-risk variable rate note program, and in the future,
additional notes may be issued under this program.

The primary business purpose for the creation of the issuer is for
the issuance of the notes and the service and performance of
various agreements entered into between the issuer and other
parties.  The agreements include the retrocession agreement
between the issuer and two entities of Flagstone Reinsurance
Holdings Limited: Flagstone Reinsurance Limited and Flagstone
RĂ©assurance Suisse SA; the swap agreement between the issuer and
BNP Paribas; and other related agreements and activities.

Under the retrocession agreement, the issuer will provide
Flagstone Re with up to $64 million protection against North
American hurricanes, North American earthquakes, Japanese
earthquakes, Japanese typhoons, European windstorms and other
worldwide natural catastrophe perils on an aggregate indemnity
basis, and up to $40 million protection to cover the same perils
excluding other worldwide peril loss events on a per occurrence
indemnity basis over a three-year period.

This will cover losses from Flagstone Re's classes of business
that are exposed to covered events in the covered areas.  In
exchange for receiving the multi-year reinsurance coverage,
Flagstone Re will make periodic premium payments to the issuer.

Proceeds from the issuance of the notes will be deposited into a
collateral account and will be available to pay amounts owed by
the issuer to Flagstone Re under the retrocession agreement.  The
payments include loss payments required to be made by the issuer
under the retrocession agreement, amounts owed to the swap
counterparty, and payments in respect of the notes issued under an
indenture between the issuer and The Bank of New York, the
indenture trustee.  All funds in the collateral account will be
invested as per the investment guidelines set in the indenture,
which governs the selection of the directed investment to be
acquired.  The notes are with limited recourse to certain assets
of the issuer and are without recourse to Flagstone Re or any of
its affiliates.

The reinsurance attachment point, exhaustion point and
retrocession percentage for each class of notes will be
recalculated periodically during the annual risk period and after
any loss event where the applicable estimated ultimate net loss is
equal to or greater than 90% of the attachment point.

The assigned rating represents A.M. Best's opinion as to the
issuer's ability to meet its financial obligations to security
holders when due.  The rating of the notes takes into
consideration a multitude of factors including the annualized
modeled attachment probabilities of 1.00% and 4.50% as provided by
Flagstone Re for the Class A and Class C notes respectively,
limited review by Risk Management Solutions, Inc. of Flagstone
Re's modeling procedures and a review of the structure and the
transaction's legal documentation.

In addition, the rating considers an assessment of (1) Flagstone
Re's ability under the retrocession agreement to make periodic
payments (reinsurance premium, swap spread and expense
reimbursements) to the issuer, and (2) the swap counterparty's
ability to meet its obligations under the swap agreement.


VALLEJO CITY: Unions Want Time to Decide on City's Eligibility
--------------------------------------------------------------
The International Association of Firefighters Local 1186; the
Vallejo Police Officers' Association; and the International
Brotherhood of Electrical Workers, Local 2376, ask the U.S.
Bankruptcy Court for the Easter District of California,
Sacramento Division, to deny the City of Vallejo's request for a
June 9 deadline to file objections to its relief for a Chapter 9
petition.

The Unions contend that the request is premature, inappropriate,
unprecedented and unwise.  Representing the unions, Kelly A.
Woodruff, Esq., at Farella Braun & Martel LLP, tells the U.S
Bankruptcy Court for the Eastern District of California that the
Debtor:

   -- has provided no reason why the Court should set a bar date
      for objections for the most important motion in its
      bankruptcy case in two weeks, before most creditors have
      even received notice of the filing; and

   -- did not state any authority for why the early bar date is
      necessary.

According to Ms. Woodruff, the Debtor's application to set a
deadline for motions regarding a central issue in the case -- its
eligibility for Chapter 9 -- is especially troubling because:

  (1) serious doubt exists about whether the Debtor meets the
      statutory standards;

  (2) critical evidence regarding the Debtor's eligibility is not
      yet known; and

  (3) the Debtor's post filing conduct and conduct immediately
      prior to the filing, some of which is not yet known, may be
      highly relevant for whether the Debtor should be able to
      use Chapter 9 to modify its debts.

Ms. Woodruff relates the Debtor has had many years of financial
difficulties, in large part because of the many tens of millions
of dollars of debt it incurred under prior administrations for
various redevelopment projects that were ill-conceived and which
almost universally failed to generate any improvement to the
Debtor's tax base.  Over the same time period, the costs of many
city services were moved out of the general budget and paid for
by special revenues -- for example, services for municipal water
employees were paid out of the water fund.  The result, she says,
is that while salary and benefits for the workers represented by
the Unions is only a small part of the Debtor's greater budget
including all of the special funds and revenues, those salaries
and benefits are almost three-quarters of the expenses paid out
of what the Debtor describes as its general fund -- the subset of
expenses the Debtor has stated it will address in the bankruptcy.

The Unions are appropriately concerned that the Debtor's
bankruptcy petition is aimed primarily at strong-arming a
renegotiation of the collective bargaining agreements rather than
readjusting all its debts fairly, Ms. Woodruff further relates.

The Unions engaged the firm Harvey M. Rose Associates, LLC, a
respected outside consultant that works with cities on public
finance and budget issues, to work with Vallejo and to identify
the real shortfall and areas of cost savings.  Using conservative
assumptions, and in most cases accepting the Debtor's numbers
even though they were difficult to verify and were believed to be
inflated for negotiation purposes, the Rose Report concluded that
the Debtor would have a general budget surplus and resulting
reserve of over $6,000,000 in the coming fiscal year if it
accepted the Unions' offered contractual modifications and took
other modest fiscally prudent and practical steps to trim costs
and boost discretionary revenue, Ms. Woodruff notes.

Ms. Woodruff further notes that the Rose Report also identified
numerous other areas for savings or modestly increased revenue,
including:

   -- not spending $1,700,000 of funds budgeted for buying new
      equipment that was not necessary;

   -- using projected interest rates of up to 6% on the
      outstanding certificates of participation, which was lower
      than the Debtor's 9% or 12% assumptions but still
      significantly higher than the current interest rates;

   -- raising discretionary fees in connection with emergency
      response calls;

   -- collecting money due from the state that the Debtor failed
      to apply for; and

   -- stopping unnecessary withdrawals from the general fund to
      set aside a multi-million dollar insurance fund.

In fact, Ms. Woodruff avers, the assumptions under both the Rose
Report and the Debtor's budget may substantially exaggerate the
payroll costs in the coming year, because there is expected
attrition in the months ahead, particularly of Vallejo police
officers.

The Debtor currently faces serious financial challenges – as it
has for much of the last decade, Ms. Woodruff contends.  The
inquiry in Chapter 9, however, is more extensive than the simple
question of whether the Debtor is in financial trouble.  At the
very least, the following issues cast doubt on the Debtor's
eligibility for Chapter 9:

   -- whether the Debtor is insolvent as defined and required by
      Bankruptcy Code section;

   -- whether the Debtor manufactured insolvency by imprudent
      budgeting and unwillingness to accept contract
      modifications and other reasonable steps available to it;

   -- whether the Debtor genuinely intends to effectuate a plan
      of arrangement to deal with all of its obligations, or
      instead simply wishes to use bankruptcy to reject the
      collective bargaining agreements with the Unions, leaving
      other creditors unaffected;

   -- whether the Debtor satisfies the requirements for
      negotiation with the Unions in good faith as required by
      the Bankruptcy Code;

   -- whether, under the circumstances, the narrow statutory
      provision added in 1976 to the Bankruptcy Code in
      anticipation of the expected New York city insolvency
      permits the Debtor to file this Chapter 9 petition on the
      grounds that negotiations with its creditors is
      impractical; and

   -- whether the Debtor's pre-filing conduct, including
      contracts with management insiders in anticipation of
      bankruptcy that may violate the terms of Bankruptcy Code
      demonstrate lack of good faith in filing the petition.

Ms. Woodruff asserts that the bar date for objecting to the
Debtor's petition for bankruptcy is too early that it will force
objecting parties to base their objections on limited facts and
knowledge due to the time constraint.  She further asserts that
the early bar date invites unnecessary objection and
corresponding litigation because there is a still a possibility,
given some more time, the Unions and other key creditors may
agree to the Debtor's petition for bankruptcy.

        Court Sets June 27 as Petition Objection Deadline

The Court ruled that the proposed June 9 deadline is too short.  
He set the deadline for objections to the Debtor's petition to
June 27, 2008 at noon.

"One of the purposes of the notice is to inform parties in
interest of their right to object to the petition and the
deadline for doing so.  Considering this purpose, it makes no
sense to set a deadline before the notice has been published
three times during the mandatory three-week publication period,"
the Court said during the hearing for the Debtor's request to
set a deadline for objections.

The Court, however, said that a deadline for objections should be
scheduled early in the case to permit the U.S. Trustee to appoint
a committee of creditors and to resolve in a timely manner the
preliminary eligibility issue.

If an objection is timely filed, the Court will conduct a status
conference on June 27 at 3:00 p.m., to schedule discovery and an
evidentiary hearing.

The Court also required the form of the notice be amended to
permit the filing of paper objections with the Bankruptcy Clerk.  
The Notice as suggested by the Debtor references only the filing
of objections electronically.  Because not all attorneys and
parties may be authorized to file electronically, the persons
must be permitted to file paper objections with the Clerk.  
Therefore, the Court ruled, the Notice will advise parties of the
Alternative and give the mailing address of the Bankruptcy Clerk
to which the objections may be mailed.

               Debtor's Notice of Chapter 9 Filing

The Court has approved the Debtor's notice of commencement of its
Chapter 9 case.

The Court ruled the Debtor have satisfied the requirements of the
Bankruptcy Code by providing for the service of the Petition
Notice by first class mail on the U.S. Trustee and all entities
identified on the list of creditors filed by the Debtor, and by
publication of the Notice once a week for at least three
consecutive weeks in The Herald Times and The Bond Buyer.

Parties may file objections through the Court's CM/ECF system, or
by mail to the Court and other notice parties and must be
received by June 27 at noon.

If no objections are filed by June 27, the Notice will serve as
the notice of the entry of an order for relief under Chapter 9.

                         Automatic Stay

The Notice provides that pursuant to the Bankruptcy Code, the
filing of the City's Chapter 9 petition operates as an automatic
stay of actions against the City, including, among other things,
the enforcement of any judgment, act to obtain property from the
Debtor, act to create, perfect, or enforce any lien against
property of the City, act to collect, assess or recover a claim
against the City, and the commencement or continuation of any
judicial, administrative, or other action or proceeding against
the Debtor or an officer or inhabitant of the City that seeks to
enforce a claim against the City.

                  About the City of Vallejo

Vallejo -- http://www.ci.vallejo.ca.us/GovSite-- is a city in    
Solano County.  As of the 2000 census, the city had a total
population of 116,760.  It is located in the San Francisco Bay
Area on the northern shore of San Pablo Bay.

The City is a charter city organized and exercising governmental
functions under its charter and the laws and constitution of the
state.  Its governing body is its City Council.  

The City filed for protection under Chapter 9 of the U.S.
Bankruptcy Code on May 23, 2008 (Bankr. E.D. Calif. Case No.
08-26813).  Marc A. Levinson, Esq., and Norman C. Hile, Esq., at
Orrick, Herrington & Sutcliffe LLP in Sacramento, California,
represent the City.

According to Vallejo's comprehensive annual report for the year
ended June 30, 2007, the city has $983 million in assets and $358
million in debts.

(Vallejo Bankruptcy News, Issue No. 2; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).  


VERDE CDO: Moody's Slashes Ratings on Five Classes of Notes
-----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
Verde CDO Ltd:

Class Description: $850,000,000 Class A-1 Floating Rate Notes due
2045

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

Class Description: $95,000,000 Class A-2 Floating Rate Notes due
2045

  -- Prior Rating: Aa3, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgrade these notes:

Class Description: $25,000,000 Class B Floating Rate Notes due
2045

  -- Prior Rating: Baa1, on watch for possible downgrade
  -- Current Rating: Ca

Class Description: $8,000,000 Class C Floating Rate Deferrable
Notes due 2045

  -- Prior Rating: Ba2, on watch for possible downgrade
  -- Current Rating: C

Class Description: $10,000,000 Class D Floating Rate Deferrable
Notes due 2045

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


VERTICAL ABS: Moody's Cuts Ratings on 2047 SFR Notes to B1
----------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the rating of one class of notes issued
by Vertical ABS CDO 2007-2, Ltd. as:

Class Description: $360,000,000 Class A1S Variable Funding Senior
Secured Floating Rate Notes due August 12, 2047

  -- Prior Rating: Baa3, on review for possible downgrade
  -- Current Rating: B1, on review for possible downgrade

Vertical ABS CDO 2007-2, Ltd. is a collateralized debt obligation
backed primarily by a portfolio of structured finance securities.  
On Feb. 12, 2008 the transaction experienced an event of default
caused by a failure of the Senior Adjusted Credit Ratio to be
greater than or equal to the required amount set forth in Section
5.1(h) of the Indenture dated Aug. 24, 2007.  That event of
default is continuing.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Controlling Class may
be entitled to direct the Trustee to take particular actions with
respect to the Collateral.  The severity of losses may depend on
the timing and choice of remedy to be pursued by the Controlling
Class.  Because of this uncertainty, the rating of Class A1S Notes
issued by Vertical ABS CDO 2007-2, Ltd. is on review for possible
further action.


VERTICAL ABS: Moody's Downgrades Ratings on 10 Classes of Notes
---------------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible downgrade the ratings on these notes issued by Vertical
ABS CDO 2005-1, Ltd.

Class Description: $277,200,000 Class A-1 Senior Secured Floating
Rate Term Notes Due 2045

  -- Prior Rating: Aaa
  -- Current Rating: A2, on review for possible downgrade

Class Description: $59,800,000 Class A-2 Senior Secured Floating
Rate Term Notes Due 2045

  -- Prior Rating: Aaa
  -- Current Rating: Ba1, on review for possible downgrade

Class Description: $32,600,000 Class B Senior Secured Floating
Rate Term Notes Due 2045

  -- Prior Rating: Aa2
  -- Current Rating: Ba3, on review for possible downgrade

Class Description: $11,500,000 Class C Secured Floating Rate
Deferrable Interest Term Notes Due 2045

  -- Prior Rating: A2
  -- Current Rating: Caa2, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $22,100,000 Class D Secured Floating Rate
Deferrable Interest Term Notes Due 2045

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ca

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


VITAL LIVING: March 31 Balance Sheet Upside-Down by $3,437,342
--------------------------------------------------------------
Vital Living Inc.'s consolidated balance sheet at March 31, 2008,
showed $3,961,991 in total assets and $7,399,333 in total
liabilities, resulting in a $3,437,342 total stockholders'
deficit.

At March 31, 2008, the company's consolidated balance sheet also
showed strained liquidity with $972,378 in total current assets
available to pay $3,299,660 in total current liabilities.

The company reported a net loss of $367,916, on net revenue of
$806,511, for the first quarter ended March 31, 2008, compared
with a net loss of $28,254, on net revenue of $1,437,650, in the
same period in 2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d2c

                       Going Concern Doubt

Moore & Associaties, Chartered, in Las Vegas, expressed
substantial doubt about Vital Living Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended Dec. 31, 2007.  The
auditing firm said that the company has suffered recurring losses
from operations, has a working capital deficit, and is dependent
on funding sources from other than operations.  

The auditing frim added that since inception, the company has been
required to raise additional capital by the issuance of both
equity and debt instruments.  There are no commitments from
funding sources, debt or equity, in the event that cash flows are
not sufficient to fund ongoing operation or other cash commitments
when they come due.

                        About Vital Living

Headquartered in Phoenix, Ariz., Vital Living Inc. (OTC BB: VTLV)
-- http://www.vitalliving.com/-- develops and markets nutritional   
fruit and vegetable supplements, protein supplements, and
nutraceuticals products.


WACHOVIA BANK TRUST: Moody's Cuts Rating on $33.96MM Cert. to B3
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of one class of
Wachovia Bank Commercial Mortgage Trust, Commercial Mortgage Pass-
Through Certificates, Series 2004-WHALE 4 as:

-Class J, $33,960,750, downgraded to B3 from Baa2

Moody's is downgrading Class J, which was placed on review for
possible downgrade on May 7th, 2008, based on a decline in our
estimate of property value resulting from a decrease in
sustainable net cash flow.

As of the May 15, 2008 distribution date, the transaction's
aggregate certificate balance has decreased by approximately 93.9%
to $67.6 million from $1.1 billion at securitization. Only one
loan, the Ritz Carlton New Orleans Loan, remains in the Trust.

The Ritz Carlton Loan ($65.6 million pooled loan; $2.0 million
non-pooled loan) is secured by a mixed-use complex consisting of a
527-room Ritz-Carlton Hotel, a 230-room Iberville Suites Hotel, a
20,600 square foot spa, a 23,000 square foot retail area and a
303-car parking garage. The property, which is located on the
western border of the French Quarter near the New Orleans CBD,
suffered substantial damage in 2005 due to Hurricane Katrina and
has been open for a little over a year since repair of the damages
from the hurricane. The Ritz-Carlton Hotel re-opened in December
2006, the Iberville Suites Hotel re-opened in February 2007. The
borrower has exercised three of its three one-year extension
options and the loan matures in April 2009. The loan benefits from
strong sponsorship from AIG and Quorum Hotels and Resorts. However
the outlook for recovery of New Orleans convention and tourism
industry for pre-Katrina levels in the next few years is bleak at
this time. The net cash flow ("NCF") for the 2008 budget is $2.3
million compared to a pre-Katrina Moody's 2004 securitization NCF
of $12.0 million. The current underlying rating of the pooled loan
is Caa1 compared to Ba2 at last review.


WATERFALL GALLERY: Case Summary & Four Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Waterfall Gallery of Austin, LP
        P.O. Box 839
        Manor, Texas 78653

Bankruptcy Case No.: 08-11016

Chapter 11 Petition Date: June 2, 2008

Court: Western District of Texas (Austin)

Judge: Craig A. Gargotta

Debtors' Counsel: Stephen W. Sather, Esq.
                   (ssather@bnpclaw.com)
                  Barron & Newburger, P.C.
                  1212 Guadalupe, Suite 104
                  Austin, Texas 78701
                  Tel: (512) 476-9103 Ext. 220
                  Fax: (512) 476-9253

Estimated Assets: $10 million to $50 million

Estimated Debts:  $10 million to $50 million

Consolidated Debtors' List of four Largest Unsecured Creditors:

   Entity                      Nature of Claim       Claim Amount
   ------                      ---------------       ------------
Krot, Alexandra                Lawsuit               $0
c/o James Richardson
Bankston & Richardson LLP
400 W. 15th, Suite 710
Austin, Texas 78701

Blue, Michael                  notice                $0
Winstead, P.C.
401 Congress, Suite 4100
Austin, Texas 78701

American Homesites TX LLC      lawsuit               $0
c/o James Richardson
Bankston & Richardson LLP
400 W. 15th, Suite 710
Austin, Texas 78701


WEBSTER CDO: Moody's Downgrades Ratings on 10 Classes of Notes
--------------------------------------------------------------
Moody's Investors Service has downgraded the ratings of ten
classes of notes issued by Webster CDO I, Ltd., and left on review
for possible further downgrade rating of one of these classes of
notes as:

Class Description: $609,000,000 Class A-1LA Revolving Notes Due
April 2047

  -- Prior Rating: A2, on review for possible downgrade
  -- Current Rating: Caa3, on review for possible downgrade

Class Description: $158,000,000 Class A-1LB Floating Rate Notes
Due April 2047

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

Class Description: $70,000,000 Class A-2L Floating Rate Notes Due
April 2047

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

Class Description: $59,000,000 Class A-3L Floating Rate Deferrable
Notes Due April 2047

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

Class Description: $10,000,000 Class A-4L Floating Rate Deferrable
Notes Due April 2047

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

Class Description: $32,000,000 Class B-1L Floating Rate Deferrable
Notes Due April 2047

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

Class Description: $10,000,000 Class B-2L Floating Rate Deferrable
Notes Due April 2047

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

Class Description: $9,000,000 Class B-3L Floating Rate Deferrable
Notes Due April 2047

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

Class Description: $10,000,000 Class P1 Combination Notes Due
April 2047

  -- Prior Rating: Caa3, on watch for downgrade
  -- Current Rating: C

Class Description: 43,000,000 Preference Shares

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

Webster CDO I, Ltd. is a collateralized debt obligation backed
primarily by a portfolio of structured finance securities.  On
Oct. 18, 2007 the transaction experienced an Event of Default
caused by a failure of the Adjusted Net Obligation Amount not
exceeding a 100.4% level over the sum of Classes A-1LA and A-1LB
Notes, as set forth in Section 5.1(g) of the Indenture dated
Dec. 7, 2006.  That event of default is continuing.  Also, Moody's
has received notice from the Trustee that it has been directed by
a majority of the controlling class to declare the principal of
and accrued and unpaid interest on the Notes to be immediately due
and payable.

The rating actions taken reflect continuing deterioration in the
credit quality of the underlying portfolio and the increased
expected loss associated with the transaction.  Losses are
attributed to diminished credit quality on the underlying
portfolio.

As provided in Article V of the Indenture during the occurrence
and continuance of an Event of Default, the Requisite Noteholders
may be entitled to direct the Trustee to take particular actions
with respect to the collateral.  The severity of losses may depend
on the timing and choice of remedy to be pursued by the
Controlling Class.  Because of this uncertainty, the rating of
Class A-1LA Notes issued by Webster CDO I, Ltd. are on review for
possible further action.
                       

WESCORP ENERGY: Dale Matheson Expresses Going Concern Doubt
-----------------------------------------------------------
Vancouver-based Dale Matheson Carr-Hilton Labonte LLP raised
substantial doubt on the ability of Wescorp Energy, Inc., to
continue as a going concern after it audited the company's
financial statements for the year ended Dec. 31, 2007.  

The auditor stated that the company has not generated profits
since its inception, has incurred losses in developing its
business, and further losses are anticipated.  The company
requires additional funds to meet its obligations and the costs of
its operations.

The company has a working capital deficiency of $3,272,197 at
Dec. 31, 2007, and has incurred an accumulated deficit of
$38,878,733 through Dec. 31, 2007.

The company posted a net loss of $19,178,338 on total revenues of
$3,141,115 for the year ended Dec. 31, 2007, as compared with net
loss of $4,371,642 on total revenues of $3,184,461 in the prior
year.

At Dec. 31, 2007, the company's balance sheet showed $5,172,117 in
total assets and $10,409,025 in total liabilities, resulting in
$5,236,908 stockholders' deficit.  

The company's consolidated balance sheet at Dec. 31, 2007, also
showed strained liquidity with $3,657,616 in total current assets
available to pay $6,929,813 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?2cea

                        About Wescorp Energy

Headquartered in Somerset, New Jersey, Wescorp Energy Inc. (OTC
BB: WSCE.OB) -- http://www.wescorpenergy.com/-- is an oil and gas  
operations solutions provider that focuses on commercializing new
patented and proprietary technologies to overcome tough operations
challenges facing oil and gas operators.


WEST TRADE: Moody's Cuts Ratings on Nine Classes of Notes
---------------------------------------------------------
Moody's Investors Service has downgraded and left on review for
possible further downgrade the ratings on these notes issued by
West Trade Funding CDO II Ltd.

Class Description: $900,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due 2051

  -- Prior Rating: Aa2, on review for possible downgrade
  -- Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded these notes:

Class Description: $375,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due 2051

  -- Prior Rating: Baa2, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $50,000,000 Class A-3 Third Priority Senior
Secured Floating Rate Notes due 2051

  -- Prior Rating: Baa3 on review for possible downgrade
  -- Current Rating: Ca

Class Description: $103,000,000 Class A-4 Fourth Priority Senior
Secured Floating Rate Notes due 2051

  -- Prior Rating: Ba1, on review for possible downgrade
  -- Current Rating: Ca

Class Description: $26,000,000 Class B Fifth Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $11,000,000 Class C Sixth Priority Senior
Secured Floating Rate Notes due 2051

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

Class Description: $13,000,000 Class D Seventh Priority Secured
Deferrable Floating Rate Notes due 2051

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

Class Description: $13,000,000 Class E Eighth Priority Mezzanine
Deferrable Floating Rate Notes due 2051

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

Class Description: $4,500,000 Class F Ninth Priority Mezzanine
Deferrable Floating Rate Notes due 2051

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

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


WROPHAS MEEKS: Case Summary & Five Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Wrophas Meeks
        P.O. Box 295
        Carbondale, IL 62903

Bankruptcy Case No.: 08-40854

Type of Business: The Debtor is a diagnostic radiologist for the
                  Department of Veteran's Affairs.

                  The Debtor owns W. Meeks I, LLC, W. Meeks II,
                  LLC, and W. Meeks III, LLC, which are real
                  estate investment businesses.  

                  The Debtor also owns Logan Park Imaging, LLC,
                  which provided diagnostic radiology
                  specializing in MRIs.  This was closed in
                  November 2007.

                  The Debtor has also a 35% interest in MM Shapiro
                  LLC, which owns the real estate of Personal
                  Touch Auto Spa, LLC, an auto detailing business
                  of which the Debtor owns a 55% interest.

                  Gregory D. McCoy, the Debtor's former business
                  partner, filed for chapter 11 protection on
                  March 31, 2008 (Bankr. S.D. Ill. Case No.
                  08-40466) (J. Meyers).

Chapter 11 Petition Date: June 2, 2008

Court: Southern District of Illinois (Benton)

Judge: Kenneth J. Meyers

Debtor's Counsel: Jay B. Howd, Esq.
                  Bankruptcy Clinic
                  811 W. Main Street
                  Carbondale, IL 62901
                  Tel: (618) 549-0567
                  Fax: (618) 549-0141

Total Assets: $6,306,432

Total Debts:  $6,140,662

A copy of the Debtor's five largest unsecured creditors is
available for free at http://bankrupt.com/misc/ilsb08-40854.pdf


WEST TRADE: Moody's Junks Rating on $60MM Floating Rate Notes
-------------------------------------------------------------
Moody's Investors Service downgraded and left on review for
possible further downgrade the ratings on these notes issued by
West Trade Funding CDO I, Ltd.:

Class Description: $1,350,000,000 Class A-1 First Priority Senior
Secured Floating Rate Delayed Draw Notes due June 2044

Prior Rating: Aa3, on review for possible downgrade

Current Rating: B3, on review for possible downgrade

Additionally, Moody's downgraded the following notes:

Class Description: $60,000,000 Class A-2 Second Priority Senior
Secured Floating Rate Notes due June 2044

Prior Rating: Baa1, on review for possible downgrade

Current Rating: Ca

Class Description: $52,500,000 Class B Third Priority Senior
Secured Floating Rate Notes due June 2044

Prior Rating: Baa3, on review for possible downgrade

Current Rating: Ca

Class Description: $13,500,000 Class C Fourth Priority Senior
Secured Deferrable Floating Rate Notes due June 2044

Prior Rating: B1, on review for possible downgrade

Current Rating: C

Class Description: $11,300,000 Class D Fifth Priority Mezzanine
Secured Deferrable Floating Rate Notes due June 2044

Prior Rating: B3, on review for possible downgrade

Current Rating: C

Class Description: $6,000,000 Class E Sixth Priority Mezzanine
Deferrable Floating Rate Notes due June 2044

Prior Rating: Ca

Current Rating: C

According to Moody's, the rating actions are the result of
deterioration in the credit quality of the transaction's
underlying collateral pool, which consists primarily of structured
finance securities.


XIOM CORP: March 31 Balance Sheet Upside-Down by $354,127
---------------------------------------------------------
XIOM Corp.'s consolidated balance sheet at March 31, 2008, showed
$2,226,403 in total assets, $1,910,131 in total liabilities, and
$670,399 in common stock, subject to recission rights, resulting
in a $354,127 total stockholders' deficit.

The company reported a net loss of $831,423, on sales of $609,692,
for the second quarter ended March 31, 2008, compared with a net
loss of $454,206, on sales of $166,139, in the same period in
2007.

Full-text copies of the company's consolidated financial
statements for the quarter ended March 31, 2008, are available for
free at http://researcharchives.com/t/s?2d34

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 18, 2008,
Michael T. Studer CPA P.C. in Freeport, New York, expressed
substantial doubt about XIOM Corp.'s ability to continue as a
going concern after auditing the company's consolidated financial
statements for the year ended Sept. 30, 2007.  Mr. Studer pointed
to the company's net losses and deficiency in stockholders'
equity.

                         About Xiom Corp.

Headquartered in West Babylon, N.Y., Xiom Corp. (OTC BB: XMCP) --
http://xiom-corp.com/-- manufactures industrial based thermal  
spray coating systems in the United States.  It offers XIOM 1000
Thermal Spray system, which is used to apply plastic powder
coatings on steel, aluminum, and non-ferrous substrates, as well
as on wood, plastic, masonry, and fiberglass.  The company also
offers plastic powders designed specifically for thermal spraying.  
XIOM Corp. sells its spray systems directly to commercial
customers and coating contractors.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
June 4-7, 2008
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      24th Annual Bankruptcy & Restructuring Conference
         J.W. Marriott Spa and Resort, Las Vegas, Nevada
            Contact: http://www.airacira.org/

June 12-14, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      15th Annual Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa, Traverse City, Michigan
            Contact: http://www.abiworld.org/

June 19 & 20, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Corporate Reorganizations
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

June 24, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Fraud Panel
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org/

June 26-29, 2008
   NORTON INSTITUTES ON BANKRUPTCY LAW
      Western Mountains Bankruptcy Law Seminar
         Jackson Hole, Wyoming
            Contact: http://www.nortoninstitutes.org/

July 10, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Cynthia Jackson of Smith Hulsey & Busey
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

July 10-13, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      16th Annual Northeast Bankruptcy Conference
         Ocean Edge Resort
            Brewster, Massachussets
               Contact: http://www.abiworld.org/events

July 29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Employment Issues Following Hurricanes & Disasters
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org/


July 31 - Aug. 2, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      4th Annual Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay
            Cambridge, Maryland
               Contact: http://www.abiworld.org/

Aug. 16-19, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      13th Annual Southeast Bankruptcy Workshop
         Ritz-Carlton, Amelia Island, Florida
            Contact: http://www.abiworld.org/

Aug. 20-24, 2008
   NATIONAL ASSOCIATION OF BANKRUPTCY JUDGES
      NABT Convention
         Captain Cook, Anchorage, Alaska
            Contact: http://www.nabt.com/


Aug. 26, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Do's and Don'ts of Investing in a Turnaround
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Sept. 4-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 4-6, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Four Seasons, Las Vegas, Nevada
            Contact: http://www.abiworld.org/

Sept. 17, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Real Estate / Condo Restructuring Panel
         Marriott North, Fort Lauderdale, Florida
            Contact: http://www.turnaround.org//

Sept. 24-26, 2008
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC 15th Annual Fall Conference
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

Sept. 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Desert Ridge Marriott, Scottsdale, Arizona
            Contact: http://www.iwirc.org/

Sept. 30, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Private Equity Panel
         Centre Club, Tampa, Florida
            Contact: http://www.turnaround.org//

Oct. 9, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Luncheon - Chapter 11
         University Club, Jacksonville, Florida
            Contact: http://www.turnaround.org/

Oct. 28, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      State of the Capital Markets
         Citrus Club, Orlando, Florida
            Contact: http://www.turnaround.org//

Oct. 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott New Orleans, Louisiana
            Contact: 312-578-6900; http://www.turnaround.org/

Oct. 30 & 31, 2008
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Physicians Agreements and Ventures
            Contact: 800-726-2524; 903-595-3800;
               http://www.renaissanceamerican.com/

Nov. 19, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      Interaction Between Professionals in a
         Restructuring/Bankruptcy
            Bankers Club, Miami, Florida
               Contact: 312-578-6900; http://www.turnaround.org/
  
Dec. 3-5, 2008
   AMERICAN BANKRUPTCY INSTITUTE
      20th Annual Winter Leadership Conference
         Westin La Paloma Resort & Spa
            Tucson, Arizona
               Contact: http://www.abiworld.org/

June 11-13, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort and Spa
            Traverse City, Michigan
               Contact: http://www.abiworld.org/

June 21-24, 2009
   INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY &
      BANKRUPTCY PROFESSIONALS
         8th International World Congress
            TBA
               Contact: http://www.insol.org/

July 16-19, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Mt. Washington Inn
            Bretton Woods, New Hampshire
               Contact: http://www.abiworld.org/

Sept. 10-12, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      17th Annual Southwest Bankruptcy Conference
         Hyatt Regency Lake Tahoe, Incline Village, Nevada
            Contact: http://www.abiworld.org/

Oct. 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

Dec. 3-5, 2009
   AMERICAN BANKRUPTCY INSTITUTE
      21st Annual Winter Leadership Conference
         La Quinta Resort & Spa, La Quinta, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

Oct. 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

BEARD AUDIO CONFERENCES
   2006 BACPA Library  
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   BAPCPA One Year On: Lessons Learned and Outlook
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Calpine's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Carve-Out Agreements for Unsecured Creditors
      Contact: 240-629-3300; http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changes to Cross-Border Insolvencies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Chinas New Enterprise Bankruptcy Law
      Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Clash of the Titans -- Bankruptcy vs. IP Rights
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Coming Changes in Small Business Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Corporate Bankruptcy Bootcamp: A Nuts & Bolts Primer
      for Navigating the Restructuring Process
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Dana's Chapter 11 Filing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Deepening Insolvency  Widening Controversy: Current Risks,
      Latest Decisions
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Diagnosing Problems in Troubled Companies
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Claims Trading
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Market Opportunities
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Distressed Real Estate under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Employee Benefits and Executive Compensation under the New
      Code
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Equitable Subordination and Recharacterization
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Examining the Examiners: Pros and Cons of Using
      Examiners in Chapter 11 Proceedings   
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Fundamentals of Corporate Bankruptcy and Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Handling Complex Chapter 11
      Restructuring Issues
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Healthcare Bankruptcy Reforms
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   High-Yield Opportunities in Distressed Investing
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Homestead Exemptions under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Hospitals in Crisis: The Insolvency Crisis Plaguing
      Hospitals Across the U.S.
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   IP Rights In Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   KERPs and Bonuses under BAPCPA
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   New 'Red Flag' Identity Theft Rules
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Non-Traditional Lenders and the Impact of Loan-to-Own
      Strategies on the Restructuring Process
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Partnerships in Bankruptcy: Unwinding The Deal
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Privacy Rights, Protections & Pitfalls in Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Real Estate Bankruptcy
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Reverse Mergersthe New IPO?
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Second Lien Financings and Intercreditor Agreements
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Surviving the Digital Deluge: Best Practices in E-Discovery
      and Records Management for Bankruptcy Practitioners
         and Litigators
            Audio Conference Recording
               Contact: 240-629-3300;
                  http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Technology as a Competitive Advantage For Todays Legal
      Processes
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Battle of Green & Red: Effect of Bankruptcy
      on Obligations to Clean Up Contaminated Property
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   The Subprime Sector Meltdown:
      Legal Developments and Latest Opportunities
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Twenty-Day Claims
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite Corporate Restructuring
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com

BEARD AUDIO CONFERENCES
   Using Virtual Data Rooms to Expedite M&A and Insolvency
      Proceedings
      Audio Conference Recording
          Contact: 240-629-3300;
             http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
               http://www.beardaudioconferences.com/

BEARD AUDIO CONFERENCES
   When Tenants File -- A Landlord's BAPCPA Survival Guide
      Audio Conference Recording
         Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

                     *      *      *

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.




                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez,
Cecil R. Villacampa, Melanie C. Pador, Ludivino Q. Climaco, Jr.,
Loyda I. Nartatez, Tara Marie A. Martin, Joseph Medel C. Martirez,
Ma. Cristina I. Canson, Christopher G. Patalinghug, and Peter A.
Chapman, Editors.

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

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

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

                    *** End of Transmission ***